(BOARD'S REPORT)
TO,
THE MEMBERS,
M/S CONTIL INDIA LIMITED VADODARA.
Your Directors have pleasure in presenting their 30th Annual Report together with the
Audited Accounts for the year ended 31st March, 2024.
SUMMARY OF FINANCIAL PERFORMANCE
The summarized financial results are given below: (Rs. In 000")
| Particulars |
2023-24 |
2022-23 |
| Revenue from Operations |
2,82,443 |
196,750 |
| Other Income |
14,519 |
2,778 |
| Total Income |
2,96,962 |
199,528 |
| Profit before e depreciation , financial charges and taxes |
19,702 |
9,134 |
| Less - Depreciation |
284 |
222 |
| Financial charges |
175 |
283 |
| Profit before tax |
19,924 |
8629 |
| Current income tax (provision) |
5,579 |
2468 |
| Deferred income tax |
250 |
-73 |
| Profit for the year after tax |
14,096 |
6,234 |
PERFORMANCE REVIEW
During the fiscal year, the Company delivered a robust financial performance, marked by
significant growth across key metrics. Revenue from operations surged to ?2,82,443
thousand, a notable increase from ?196,750 thousand in the previous year. This growth was
primarily driven by heightened demand and strategic pricing initiatives. As a result,
total income expanded to ?2,96,962 thousand, reflecting a substantial improvement over the
previous year's ?199,528 thousand.
This fiscal year, the Company has sharpened its focus on expanding its presence in
international markets by exporting goods under its own brand. In line with this strategy,
we successfully launched a new product under our brand, further strengthening our product
portfolio and enhancing our market reach.
We anticipate that these strategic initiatives will drive significant growth in the
coming year, building on the strong performance of the previous year. Our efforts to
penetrate new markets and introduce innovative products position us well for continued
success and long-term value creation for our stakeholders.
DIVIDEND
Keeping in view the conservation of financial resources, the Board of Directors of your
company deems it fit not to recommend the declaration of the dividend relating to the
financial ended on 31st March 2024.
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
There was no unpaid/unclaimed amount, required to be transferred to Investor Education
& Protection Fund during the year under review.
CHANGE IN THE NATURE OF BUSINESS.
During the year under review, there was no change in the nature of the business of the
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, your Company has not directly or indirectly -
a) given any loan to any person or other body corporate other than usual advances
envisaged in a contract of supply of materials, if any;
b) given any guarantee or provided security in connection with a loan to any other body
corporate or person; and
c) acquired by way of subscription, purchase or otherwise, the securities of any other
body corporate.
CORPORATE GOVERNANCE REPORT 2023-24.
As envisaged by Regulation 15(2)(a) since the paid-up equity share capital of the
company is less than RS 10.00 crores and net worth of the company is below Rs. 25.00
crores as on 31st March 2024. your Company Claims exemption from complying Regulation 17,
17a, 18, 19, 20, 21, 22, 23, 24, 24a, 25, 26, 27 and clauses (b) to (i) and (t) of sub
regulation (2) of Regulation 46 and para C , D and E of Schedule V of the SEBI ( Listing
Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time and
hence the Corporate Governance Report contains the information as envisaged to be
disclosed and therefore in this Report. Certain statements in the said Report may be
forward looking. Many factors may affect the actual results and performance which could be
different from what the Directors envisage in terms of the future performance and outlook.
The Report on Corporate Governance as required under Section 204 of the Companies Act,
2013 and Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms
part of this Annual Report is enclosed.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Krishna Contractor (DIN: 00300342), Managing Director, is the key Managerial
Personnel of the Company, under the provision of the Companies Act, 2013, Mrs. Niranjana
Contractor (DIN No: 00353207) the Woman Director looking after the day to day operations
of the company will be retiring by rotation and being eligible offer herself for
reappointment. Mrs. Sejalben Contractor (DIN NO: 09648101) appointed as Director and Mrs.
Priya Manoharbhai Agrawal is Company Secretary of the Company. In terms of SEC 149,152 As
required under SEBI (listing Obligation and Disclosure Requirements) Regulations, 2015 the
details of Director seeking Appointment/reappointment at the ensuing Annual General
Meeting is provided in the Corporate Governance report forming part of this Annual Report.
None of the Company's Directors are disqualified from being appointed as a director
specified in Section 164 of the Companies Act, 2013.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The Independent Directors met on 26 May 2023 and evaluated the performance of
Non-Independent Directors, the Board as a Whole and the Chairman of the Company
considering the view of other Directors. Further details are available in the corporate
governance report.
WOMAN DIRECTOR
As envisaged by proviso to Sec 149(1) of the Companies Act 2013 read with Rule 3 of the
Companies (Appointment and Qualification of Directors) Rules 2014, read with SEBI (LODR)
Regulations Mrs. Niranjana H Contractor (DIN: 00353207) is serving on the Board as a Woman
director.
EVALUATION OF THE BOARD'S PERFORMANCE
The Board has carried out an evaluation of his own performance and that of its
Directors individually and its committees. The manner in which the evaluation has been
carried out is explained in the corporate governance report.
The Company has also devised a policy on board diversity detailing the functional,
strategic and structural diversity of the board.
REMUNERATION POLICY
The Company has adopted a remuneration policy of Directors and Senior Management
Personnel, detailing inter alia the procedure for Director Appointment and remuneration
including the criteria for determining qualification.
The policy ensures that (a) the level and composition of remuneration is reasonable and
sufficient to attract, retain, and motivate the Directors of the quality require to run
the company successfully; (b) relationship of remuneration to the performance is clear and
meets appropriate performance benchmarks ; and (c) remuneration to Directors and Key
Managerial Personnel and Senior Management involves a balance fixed and incentive pay
reflecting short and long term performance objectives appropriate to the working of the
company and its goal. The policy has been approved by the nomination and remuneration
committee and the board. The remuneration policy document as approved by the board is
uploading on the company website.
STATUTORY AUDITORS
The Company's Auditor M/S. M. SAHU & CO, Chartered Accountants, Vadodara
(Registration No: 130001W) were appointed as the statutory Auditors to hold office as such
for five years till the conclusion of Annual General Meeting for the F.Y 31-03-2024. And
the term of M/S. M. SAHU & CO, Chartered Accountants, Vadodara (Registration No:
130001W), expires at the conclusion of the this 30th AGM. Accordingly, the Board of
Directors based on the recommendations of the Audit Committee proposed the appointment of
M/s. P. Indrajit & Associates (Registration No 117488W), Chartered Accountants,
Vadodara as Statutory Auditors of the Company in place of M/S. M. SAHU & CO, Chartered
Accountants
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The company has appointed CS Ashok Shelat Prop. Ashok Shelat & Associates
(MEMBERSHIP NO 3402 & COP NO - 2782), The Practicing Company Secretaries Vadodara to
carry out secretarial audit for the financial year 31st march 2024 The secretarial audit
report for the financial year 31st March 2024 is enclosed.
The clarification to the observation in the secretarial audit report are given below:
| SR PARTICULARS OF OBSERVATION REPORTED NO |
EXPLANATION TO THE OBSERVATIONS |
| The company has decided not to opt for compliance of Regulation 15(2) of LODR 2015 for
the time being relating to the Corporate Governance obligations |
In Compliance with the LODR 2015 the company is qualified to claim exemption from
Regulation 15(2) of LODR 2015. |
| Acknowledgement for sending the Notices of the meeting of B the Board and Committees
are not maintained by the company. However, RTA has reported the compliances. |
The Company is reported the compliance of the pre requisites for holding of AGM And
other committee meeting from R&T. |
| Updating of web site with regards to various policies, LODR C 2015 compliances is
pending for updations. |
Due to diversified business activities into large number of products for export the
website is updated. However the details for LODR 2015 compliance are posted on the
Website. |
| The company has not complied with certain clauses of Listing Agreement/LODR 2015. D |
Except few obligations the company has complied LODR 2015 obligations and will update
the same during the year. |
| As per Sec. 138 of the Companies Act 2013, the Company is required to appoint Internal
Auditor, the company has not E appointed Internal Auditor. |
The Company's accounts and enabling documentary evidences are under periodic Audit
resulting into vigilant supervision of the statutory Auditors and financial control is
commensurate with size of the company. |
| The Minutes of the Board meeting and General meetings and committee meetings are yet
to be updated and documented as F required by the various provisions of Companies Act
2013.The statutory Registers are yet to be updated for the financial Year under review. |
Under the guidance of Company Secretary all the statutory Registers and other records
are updated to satisfy the observation of Secretarial Auditor. |
| We could not physically verify the records of Registrar & Transfer Agent for
transfer of shares or Dematerialization H process compliance and relied upon the
confirmation given by R&T. |
The records of share Transfers and dematerialization process are open for audit by
Secretarial Auditor. R&T however submits the periodic reports to us to discharge the
legal obligations under LODR 2015 And other regulations. |
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate and effective Internal Financial Control Systems with regard
to financial statements, having assurance on authorizing, recording and reporting
transactions of its operations in all material respects which provides protection and
safeguard against misuse or loss of assets of the Company. The Company has well
established documentation procedures covering financial and operational functions
commensurate with the size and complexities of the organization.
Some of the salient features of the internal control system in place are:-
1. Following the statutory and applicable Accounting Standards and Policies.
2. Preparation of annual budget for production, operation and service functions and
monitoring the same with actual performance at regular intervals.
3. All assets are properly recorded and procedures have been put in place to safeguard
against any loss or unauthorized use or disposal.
4. Surprise checking of all departments, locations and functions at regular intervals.
5. The observations arising out of surprise checking are periodically reviewed at the
Audit Committee meetings along with follow up action.
6. Periodic presentations are made to the Audit Committee on various operational and
financial risks faced by the Company and action plan of the Company to mitigate the same.
During the year, such controls were tested and upgraded and no reportable material
weaknesses, variances, in the design or operation were observed.
COST RECORDS
There is no requirement for Cost Audit & Cost Records, as the Company is not
covered within the criteria for the same under Section 148 of the Act.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by any Regulator or Court or
Tribunal impacting the going concern status and the Company's Operations in future during
the year under review.
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors under section 143(12) of
the Act and Rules framed there under either to the Company or to the Central Government.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
No employee or Directors is being paid any remuneration exceeding Rs. 8,50,000/- p.m.
and/or Rs. 102 Lakhs p.a.
However disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Rules, 2014, There under Forms Part of This Report.
1. The Ratio of the remuneration of each Director to Median Remuneration of the
employees for the Financial year 2023-24 and percentage increase in Remuneration of each
Director, Chief Financial Officers, Company Secretary in Financial year 2023-24
| Name |
Designation |
Ratio to median remuneration |
% increase In remuneration |
| Mr. Krishna Contractor |
Managing Director |
--- |
- |
| Mrs. Niranjana Contractor |
Director |
--- |
- |
2. The Percentage increase in the median remuneration of employees in the financial
year 2023-24
No increasing remuneration of employee during the year.
3. The number of permanent employees on the Roll of the Company as on March 31, 2024.
There are Seven Permanent Employees looking to the Business of the Company.
4. The relationship between average increase in remuneration and Company performance.
As per Remuneration policy of your Company employees are compensated on the basis of
performance and potential need for achieving competitive advantage in the Business. The
Compensation Structure has been built by regular bench marking over the years with
relevant players across the industry in which your company operates in.
5. Compensation of the remuneration of the Key Managerial Personnel against the
performance of the Company.
Internally, performances rating of all employees (staff) are always spread across a
normal distribution curve. The rating given to an employee is used as an input to
determine his variable and merit pay increases. Variable and Merit pay increases are
calculated using a combination of individual performance and Company performance.
6. Variation in the Market Capitalization of the Company Earnings Per Share (EPS) ratio
as at closing date of the current Financial year.
| Particular |
March 31, 2024 |
March 31, 2023 |
Change |
| *Market Capitalization (Rs. in Crores) |
40.07 |
23.48 |
16.59 |
| Earnings Per Share (EPS) |
4.56 |
2.01 |
2.55 |
*For computation of Market Capitalization of the Company and PE ratio, we have
considered BSE Closing.
Share price as on March 31 of respective years.
RELATED PARTY TRANSACTIONS
In terms of section 188 of the Companies Act Read with Rule 15 of The Companies
(Meeting of Board and Its Power) Rules, 2014 And The Companies Amendment Act, 2015. The
particulars of the related party transactions concluded at Arm's Length are detailed
hereunder.
| Name of the related |
|
|
Nature of Transaction |
Amount (Rs.) |
| party |
|
|
|
2023-24 |
2022 -23 |
| Income: |
|
|
|
|
|
|
|
|
Sale of Goods |
INR |
INR |
| Contil Canada Ltd. |
None |
Affiliated Company |
Earning In Foreign Currency) |
28.01 Cr (CAD) |
19.68 Cr (CAD) |
|
|
|
|
4644174 |
3240911 |
| Investment : |
|
|
|
|
|
| Contil Canada Ltd. |
None |
Affiliated Company |
Equity Contribution |
36.73 (USD 90000) |
36.73 USD 90000) |
| Expenses : |
|
|
|
|
|
| Krishna Contractor |
Managing Director |
Key management personnel |
Director Salary |
3.06 |
3.06 |
|
|
|
|
|
|
| Niranjana Contractor |
Director |
Key Management personnel |
Director Salary |
0.00 |
0.00 |
| Sejal Contractor |
None |
Wife of MD |
Salary |
0.00 |
0.00 |
Note: It is disclosed that Mrs. Niranjana Contractor (DIN NO: 00353207) and Mrs. Sejal
Contractor (DIN NO: 09648101) are the relatives of Mr. Krishna Contractor, Chairman &
Managing Director.
The members of the company have approved the Related Party Transaction between the
Companies in India and overseas corporate affiliate venture in terms of SEC 188 of the
Companies Act, 2013 up to the aggregate financial ceiling of Rs.50.00 Crores and disclosed
herein above. All the international transactions are at Arm's length.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has adopted a Policy on Vigil Mechanism in accordance with the provisions
of the Act and Regulation 22 of SEBI (LODR) Regulations 2015, which provides a formal
mechanism for all Directors, employees and other stakeholders of the Company to report to
the management, their genuine concerns or grievances about unethical behavior, actual or
suspected fraud and any violation of the Company's Code of conduct or ethics policy.
The policy also provides a direct access to the Chairperson of the Audit Committee to
make protective disclosures to the management about grievances or violation of the
Company's Code of conduct.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIVE, PROHIBITION
AND REDRESSAL) ACT, 2013:
As per the provision of the Sexual Harassment of Women at Workplace (Preventive,
Prohibition and Redressal) Act, 2013, the company has constituted an Internal Complaints
Committee (ICC). During the year 2023-24, no complaint was received before the committee.
All employees (Permanent, Contractual, Temporary and Trainees) are covered under this
policy.
Your company has no woman/female employees.
RISK MANAGEMENT POLICY
The composition of the Risk Management Committee is not applicable to your Company.
However, the Company has adopted a Risk Management policy in accordance with the
provisions of the Act.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public within the meaning of section
73 to 76 of the Companies Act 2013, for the year ended 31st March 2024.
DIRECTORS TRAINING & FAMILIARIZATION
The Directors are regularly informed during the meetings of the Board and the
Committees, of the activities of the Company, its operations and issues faced by the
Merchandise Export, Government Policies on Import and Export. Considering the association
of the Directors with the Company and their seniority and expertise in their respective
areas of specialization and knowledge of the engineering industry, their training and
familiarization were conducted in the below mentioned areas:
> The Roles, Rights, Responsibilities and Duties of Independent Directors
> Business Development Strategy and Plans
> Changes brought in by the introduction of the Securities Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015
> New SEBI Regime - Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Sec 134(3) (c) read with Sec 134(5) of the
Companies Act 2013 with respect to Directors' Responsibility Statement it is hereby
stated:
(i) That in the preparation of the annual accounts for the financial year ended 31st
March 2024, the applicable accounting standards have been followed and that there were no
material departures:
(ii) That the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of the affairs of the company at the end of the
financial year 31st March, 2024 and of the profits of the company for the year under
review:
(iii) That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the company and for preventing and detecting a fraud and
other irregularity,
(iv) That the Directors have prepared the annual account for the year ended 31st March
2024 on a "Going Concern Basis."
(v) That the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively,
(vi) That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that systems were adequate and operating
effectively.
AUDIT COMMITTEE
In terms of the provisions of regulation 18 of the SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015 read with Section 177 of the Companies Act 2013,
relating to the F.Y 31st March 2024 the Audit committee consists of Mrs, Minal Chokhwala,
Mr. Rajiv Chokhawala the Independent Directors of the Company, C.S. Priya Agrawal, the
Company Secretary & Compliance Officer has acted as coordinator of the Audit
committee. The Audit Committee meetings were held for the year ended 31ST March 2024 as
detailed in the other part of this Report in accordance with statutory requirements to
review critically the financial statements and information to be transmitted to the
stakeholders.
All the Directors in the Audit committee are non-executive Directors with the chairman
to be the Independent Director. The Audit committee inter alia reviewed the Internal
Financial Control System and reports of the internal auditors and compliance of various
regulations. The committee reviews at length the financial statements and approves the
same before they are placed before the Board of Directors.
PARTICULARS LOANS GIVEN, GUARANTEE PROVIDED, INVESTMENT MADE AND SECURITIES PROVIDED
During the year the Company has not given an unsecured loan or provision of guaranties
or investment made and securities provided to any of its Associates Company or Affiliated
Company in or outside India except the business transaction balances for the transactions
detailed herein above and for which approval U/S 188 has been accorded by members at its
Annual General Meeting.
PREVENTION OF INSIDER TRADING
The Company has complied with provision of SEBI (Prevention of Insider Trading)
regulation to be complied with effect from 15th May, 2015. The Company has adopted fair
Practices Code (FPC) as per the regulations. The Board and designated employees of the
Company have confirmed compliance with the FPC as applicable for financial year 31st
March, 2024. The code of conduct and policies, procedures on Prevention of insider trading
has been conceived by Directors.
INDUSTRIAL RELATION
During the year under review the relationship between the employees and management were
cordial.
REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND
DEVELOPMENT
Information relating to energy conservation, foreign exchange earned and spent and
research and development activities undertaken by the company in accordance with the
provision of section 134 of the companies act, 2013 read with Companies (Accounts) Rules,
2014 are given herein below.
CONSERVATION OF ENERGY
Your company is conscious to conserve the energy and for the purpose adequate measures
are taken.
TECHNOLOGY ABSORPTIONS
Your company continues to use adequate technological application in the operation of
the company.
RESEARCH AND DEVELOPMENT
The activity of the company is export of pulses etc and hence does not require research
and development information.
FOREIGN EXCHANGE EARNING AND OUTGO
The company has exported the food and grocery items to the foreign country on account
of Sale of Goods Earning in Foreign Currency (Export: INR 28.01 Crore (CAD 4644174).
CORPORATE SOCIAL RESPONSIBILITY
Since the Company does not fall in any of the criteria mentioned in section 135(1) of
the Act, provisions of Section 135 of the Act and rules framed there under relating to
corporate social responsibilities, are not applicable to the Company. Hence, no details in
the regard have been furnished.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY
CODE 2016
During the year under review, there were no application made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from
Banks & Financial Institutions.
AUDITORS REPORT
Auditor's observations are self-explanatory and/or suitably explained in the notes on
Accounts. The observation of the Secretarial Auditor is explained in the Directors'
report.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation of the co-operation and
assistance extended by the bankers of the Company. They also place on record their
appreciation of the devoted services rendered by the Executives, Staff Members of the
Company.
The Director concludes this Report by placing on record their gratitude to all
shareholders, bankers and Govt. authorities for their continued support.
|
By order of the Board of Directors. |
|
For Contil India Limited |
| Place : Vadodara |
|
| Date : 02-08-2024 |
|
|
K. H. CONTRACTOR |
|
(DIN: 00300342) |
|
Chairman & Managing Director |
|