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Continental Seeds and Chemicals Ltd.

BSE: 535065 Sector: Others
NSE: CONTI ISIN Code: INE340Z01019
BSE 05:30 | 01 Jan Continental Seeds and Chemicals Ltd
NSE 00:00 | 06 Dec 12.20 0.55
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Continental Seeds and Chemicals Ltd. (CONTI) - Director Report

Company director report

To the Members

CONTINENTAL SEEDS AND CHEMICAL LIMITED

The Directors of the Company have pleasure in presenting the 38thAnnual Report and Audited Statement of Accounts for the financial year ended 31stMarch 2022.

1. FINANCIAL HIGHLIGHTS

Financial results of your Company for the year ended 31stMarch 2022 are summarized below.

(In Rs)

PARTICULARS 2021-22 2020-21
Sales and Services 978927447 953979928
Other Income 2733527 3061748
Total Revenue 981660974 957041675
Total Expenditure 977565738 951679760
Profit before Tax 3756448 4868146
Less: Tax Expenses
Current Tax 638856 1402642
MAT credit utilized - -
Net current tax - -
Earlier year Tax adjustment - -
Deferred Tax Assets (1246159) 283798
Profit/Loss After Tax 1871433 3749302
Add: Balance B/F from Previous year 19765457 16258665
Less: Issue of Bonus shares - -
Other adjustments 177652 (242510)
Balance Profit/(Loss) C/F to the next year 21814541 19765456

2. DIVIDEND

The Board of Directors do not recommend any dividend on Equity ShareCapital for the year under review with a view to conserve resources and to plough back theprofits for the Financial Year ended 31st March 2022 and to strengthen the net workingcapital.

3. SHARE CAPITAL

During the financial year 2021-2022 our company has no change in thecapital structure of the company.

4. MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)

Financial Review

The operating income during the financial year ended 31st March 2022stood at Rs. 3756448/- as against the total operating income of Rs. 4868146/- in theprevious financial year ended 31st March 2021. During the Year the Company has earned anet profit of Rs. 1871433/- as compared to the net profit of Rs. 3749302/- in theprevious year.

Industry Overview for the Company Agriculture

India is among the 15 leading exporters of agricultural products in theworld. Agricultural export from India reached US$ 38.54 billion in FY19 and US$ 35.09billion in FY20.

According to Inc42 the Indian agricultural sector is predicted toincrease to US$ 24 billion by 2025.

The private sector's share in seed production increased from 57.28% in2017 to 64.46% in FY21.

India is the world's second-largest producer of rice wheat sugarcanecotton groundnuts and fruits & vegetables. It also produced 25% of the world'spulses as of last decade until 2019.

The organic food segment in India is expected to grow at a CAGR of 10%during 2015--25 and is estimated to reach Rs. 75000 crore (US$ 10.73 billion) by 2025from Rs. 2700 crore (US$ 386.32 million) in 2015.

The processed food market in India is expected to grow to Rs.3451352.5 crore (US$ 470 billion) by 2025 from Rs. 1931288.7 crore (US$ 263 billion)in FY20 on the back of government initiatives such as planned infrastructure worth US$ 1trillion and Pradhan Mantri Kisan Sampada Yojna. The food processing industry employsabout 1.77 million people. The sector allows 100% FDI under the automatic route.

The sector has also recorded a sharp increase in investments withcumulative FDI inflow of US$ 10.94 billion between April 2000-December 2021. Indiaexported key processed food products such as pulses processed vegetables processedfruits and juices groundnuts guar gum cereal preparations milled products alcoholicbeverages and oil meals. The Comprehensive Economic Partnership Agreement (CEPA) betweenIndia and the UAE will strengthen India's food processing industry.

Chemical

The specialty chemicals constitute 22% of the total chemicals andpetrochemicals market in India. The demand for specialty chemicals is expected to rise ata 12% CAGR in 2019-22. Indian manufacturers have recorded a CAGR of 11% in revenue betweenFY15 and FY21 increasing India?s share in the global specialty chemicals market to4% from 3% according to the Crisil report. A revival in domestic demand and robustexports will spur a 50% YoY increase in the capex of specialty chemicals manufacturers inFY22 to Rs. 6000-6200 crore (US$ 815842 million). From April 2021 to February 2022exports of organic & inorganic chemicals increased 33.75% YoY to reach US$ 26.48billion. Revenue growth is likely to be 19-20% YoY in FY22 up from 9-10% in FY21 drivenby recovery in domestic demand and higher realisations owing to rising crude oil pricesand better exports.

The government has started various initiatives such as mandatingBIS-like certification for imported chemicals to prevent dumping of cheap and substandardchemicals into the country.

The Indian government recognises chemical industry as a key growthelement and forecast to increase share of the chemical sector to ~25% of the GDP in themanufacturing sector by 2025.

5. CHANGE IN REGISTERED OFFICE WITHIN STATE:

During the year there was no change in the Registered Office of theCompany.

6. DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATES The Company hasno Subsidiaries Joint Venture or Associates.

7. DEPOSITS

The Company is in violation of Section 73 of the Companies Act 2013read together with the Companies (Acceptances of Deposits) Rules 2014 as it has takenadvances from customers amounting to Rs. 130.79 lacs having outstanding balances of morethan 365 days. In terms of Rule 2(1) (xii)(a) such advances are liable to be treated asdeposits reads together with section 73 of the Companies Act 2013 hence the Company is inviolation of the same.

8. AUDIT COMMITTEE:

The Audit Committee comprises Mr. Sachin Rastogi Director of theCompany Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent Directors of theCompany. All the recommendations made by the Audit Committee were accepted by the Board.The Committee duly met five times during the year and was attended by all the CommitteeMembers. The details of the Audit Committee have been outlined in the Corporate GovernanceReport which forms part of this Report.

9. NOMINATION & REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Nomination and remuneration Committee comprises Mr. Sachin RastogiDirector of the Company Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi IndependentDirectors of the Company. The Committee duly met two times during the year and wasattended by all the Committee Members. The salient features covered in the RemunerationPolicy have been outlined in the Corporate Governance Report which forms part of thisReport.

10. DIRECTOR?S & KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act 2013 Mr. Pravin RastogiChairman and Managing Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment.

Change in Directors and Key Managerial Personnel

There was a change in composition of Directors or Key ManagerialPersonnel during the financial year 2021-2022 which are as follows:

S. No. Particulars Date of cessation Designation
1 Dr. Vikash Chand Tyagi 20/11/2021 Independent Director
2 Mrs. Jai Shree Rastogi 30/04/2021 Executive & Women Director

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IFANY

The Company has received necessary declarations from Mr. Gopal KrishanSharma and Mr. Prashant Rastogi Independent Directors of the Company under section149(7) of the Companies Act 2013 that they meet the criteria of Independence laid down insection 149(6) of the Companies Act 2013 and regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015.

12. EVALUATION OF BOARD PERFORMANCE

In terms of the provisions of the Companies Act 2013 read with Rulesissued there under and LODR the Board of Director on recommendation of Nominations &Remuneration Committee have evaluated the effectiveness of the Board/Director(s) forfinancial year 2021-22.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act 2013read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014 requiring the names of top ten employees in terms ofremuneration drawn and the name of every employee who if employed throughout thefinancial year was in receipt of remuneration for that year which in the aggregate wasnot less than one crore and Twenty lakh rupees is set out in Annexure I to this Report andis available on the website of the Company.

The details about the employees are marked as Annexure-I.

14. NUMBER OF MEETINGS OF THE BOARD

The board met 10 times during the year. The Board meetings details ofthe Company are set out in the Corporate Governance Report which forms part of thisReport. The Maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.

15. SECRETARIAL STANDARDS

The company complies with all the applicable mandatory secretarialstandards issued by the Institute of Company Secretaries of India.

16. DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the CompaniesAct 2013 the Directors confirm that:

(a) in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards and Schedule III ofthe Companies Act 2013 have been followed and there are no material departures from thesame;

(b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31stMarch 2022 and of the profit of the Company for the financial year ended 31stMarch 2022;

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a ‘goingconcern? basis;

(e) the Directors have laid down proper internal financial controls tobe followed by the Company and that such internal financial controls are adequate and areoperating effectively; and

(f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

17. AUDITORS AND AUDITORS? REPORT Auditor

Re-appointment of M/s PMAS & Associates LLP Chartered Accountantshaving Firm Registration No. 024726N as the Statutory Auditors of the Company to holdoffice from the conclusion of 38th Annual General Meeting till the conclusionof the 43rd Annual General Meeting of the Company i.e. from the Financial year01/04/2022 to 31/03/2027 who have given their eligibility certificates u/s 141 of theCompanies Act 2013. The committee took note that the Companies Act 2013 has exempted therequirements of ratification of appointment of auditors on an annual basis at the AGM.

Internal Auditor

Re-appointment of M/s AMGK & Associates Chartered Accountant asan Internal Auditors of the Company for the year ended 31st March 2023 to review variousoperations of the company.

18. RELATED PARTY TRANSACTIONS

The details of the related party transactions as required underAccounting Standard - 18 are set out in Note 2.10 to the financial statements forming partof this Annual Report. The particulars of every contract or arrangements entered into bythe company with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain on arm length transactions under third provisothereto are annexed in form AOC-2 under Annexure II. The Policy on materiality of relatedparty transactions and dealing with related party transactions as approved by the Boardmay be accessed on the Company?s website.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 andRules made there under the Company has appointed M/s Laur & Associate CompanySecretaries to undertake the Secretarial Audit of the Company. The Company has annexed tothis Board Report as Annexure III a Secretarial Audit Report given by the SecretarialAuditor

20. LOANS GUARANTEES AND INVESTMENTS

The details of loans guarantees and investments under Section 186 ofthe Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 are as follows:

The Company is in violation of Section 185 of the Companies Act 2013as it has provided corporate guarantee along with property to Canara Bank on behalf ofNatural Herbal & Seeds to the tune of Rs.10.60 Crore to obtain the credit facilitiesby the sister concern. In addition to the guarantee the company has provided twoproperties registered in its name as collateral security to the Canara bank on behalf ofNatural Herbal & Seeds.

Details of loan and advances guarantee and investments have been givenin the Note no. 14 & 16 of balance sheet note to accounts.

21. VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle BlowerPolicy which is in compliance with the provisions of Section 177(10) of the Companies Act2013 and Listing Obligations and Disclosure Requirements (LODR) Regulations 2015. TheCompany through this policy envisages to encourage the Directors and Employees of theCompany to report to the appropriate authorities any unethical behaviour improperillegal or questionable acts deeds actual or suspected frauds or violation of theCompany?s Code of Conduct for Directors and Senior Management Personnel. The Policyon Vigil Mechanism / Whistle blower policy may be accessed on the Company?s website.

22. RISK MANAGEMENT POLICY

Risk Management policy is formulated in compliance with Regulation 21of the SEBI (listing obligation and disclosure requirement) regulation 2015 and section134 (3) (n) of the companies act 2013 which requires the company to lay down procedurefor risk assessment and risk minimization. The board of directors Audit committee and thesenior management of the company should periodically review the policy and monitor itsimplementation to ensure the optimization of business performance to promote theconfidence amongst stake holders in the process plan and meet strategic objectives andevaluate tackle and resolve various risks associated with the company. The business ofthe company is exposed to various risks arising

out of internal and external factors i.e. industry competition inputgeography financial regulatory other operational information technology related otherrisks.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is as under:

Part A and Part B relating to conservation of energy and technologyabsorption are not applicable to the Company as your Company is not a manufacturingcompany.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(in Rs.)

Total foreign exchange earnings and outgo 2021-22 2020-21
FOB Value of Exports Nil Nil
CIF Value of Imports Nil Nil
Expenditure in foreign currency Nil Nil

24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by any of theRegulators or Courts or Tribunals impacting the going concern status of your Company andits operations in future.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at work place a new actThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 has been notified on 9th December 2013. Under the said Act every company is requiredto set up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has set up Committee for implementation of said policy. During theyear Company has not received any complaint of harassment.

26. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in thedematerialized form as per the Securities and Exchange Board of India (SEBI) circulardated May 29 2000.

The Company has established connectivity with both the Depositoriesviz. National Security Depository Ltd. (NSDL) as well as Central Depository Services(India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March 2022100% of the Company?s Share Capital is in dematerialized form.

The Company?s shares are regularly traded on Emerge-the SME GrowthPlatform of National Stock Exchange at Delhi.

27. CORPORATE GOVERNANCE

Pursuant to Regulation 27 of the LODR the Corporate Governance reporttogether with a certificate issued from Laur & Associates Company Secretaries on itscompliance is made part of the Annual Report.

28. CAUTIONARY STATEMENT

Statement in the management?s discussions and analysis describingthe Company?s projections estimates expectations or predictions may be‘forward looking statements? within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that would make a difference to the Company?s operations includedemand-supply conditions changes in government regulations tax regimes and economicdevelopments within the country and abroad and such other factors.

29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCYAND BANKRUPTCY CODE 2016

During the year under review there were no applications made orproceedings pending in the name of the company under the Insolvency Bankruptcy Code 2016.

30. DETAILS OF DIFFERNCE BETWEEN VALUATION AMOUNT ON ONE TIMESETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

During the year under review there has been no one time settlement ofloans taken from banks and Financial institutions.

31. ACKNOWLEDGEMENT

The Directors of the Company are grateful to all the stakeholdersincluding the customers bankers suppliers and employees of the Company for theirco-operation and assistance.

By order of the Board

For Continental Seeds and Chemicals Limited

Sd/- Sd/-
PRAVIN RASTOGI SACHIN RASTOGI
Chairman and Managing Director Director
DIN: 01414608 DIN: 05134858
Address: M-73 B 1st Floor Address: H. No. 760 KOT SHARKI D
Malviya Nagar New Delhi 110017 Ashink Sambhal UP 244302
Date: 05/09/2022
Place: New Delhi

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