| Dear Members,
The Directors have pleasure in presenting their twenty second Annual
Report together with the Audited Accounts for the year ended 31 st
March, 2015
SUMMARY OF FINANCIAL PERFORMANCE
The summarized financial results are given below :
(Rs. in 000")
PARTICULARS 2014-15 2013-14
Profit before e depreciation ,
financial charges and taxes 1146 1029
Less Depreciation 83 85
Financial charges 0 0
Profit before tax 1063 944
Current income tax (provision) 204 180
Deferred income tax (61) (4)
Profit for the year after tax 920 769
Add - balance of profit and loss B/f 10521 9787
APPROPRIATIONS :
Transfer to statutory reserve 184 154
Tax adjustment of earlier years 0 119
MAT Credit (179) 0
Depreciation Adjustment 194 0
Balance carried over to balance sheet 11242 10521
Book value (Rs per Share) 14.60 14.30
OPERATIONS & STRATEGIC PLANNING
During the year your company as a part of the integration and
globalization of the corporate operations has embarked upon the
expanded business of export of food. and grocery substances of verities
of nature , types. size and quality to the scattered continent of
Canada and north America. The strategic plans of export has come to be
fructified by the visionary approach of your board of directors and
strenuous efforts of the promoters and the exported foods and grocery
are branded under the name Contil and have been enjoying a wide spread
goodwill in the foreign countries. However the activities of NBFC is
also continuing domestically well within the rules and regulations.
The Board of Directors are in the process of charting a strategic plan
to export the product captioned above in the other enriched territory
of USA.
TRANSFER TO STATUTORY RESERVES
In terms of Section 45-IC of the RBI Act, NBFCs are required to create
a reserve fund and transfer therein a sum not less than twenty per cent
of its net profit every year. Accordingly Rs. 1,83,960.03 has been
transferred to Statutory Reserve Account.
FUTURE BUSINESS PROSPECTS:
The business of your company however largely depended and influenced by
the international status of the business, economic conditions, fiscal
policies of the other participating countries and other factors related
to the domestic economy.
As reported the economic conditions of the other participating and
importing countries are either stagnant or subdued and keeping in the
view the circumstantial limitation your company with effective
strategic planning in the export front may continue to post the
satisfactory results. If the business of export is expanded in the
broad base territory of USA in addition to the Canadian territory the
contribution to margin can be maintained in addition to the earning of
foreign exchange.
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 2015.
MANAGEMENTS DISCUSSION AND ANALYSIS
The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the
clause 49 of the Listing Agreement is included 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.
DIRECTORS
Retirement by rotation.
Mr, HIRALAL CONTRACTOR (Din 00353126), director retiring by rotation at
ensuing annual general meeting of the company under section 152(6) of
the companies act ,2013 and being eligible offers himself for
reappointment. Board recommends his appointment as a director.
Mrs. NIRANJANAH CONTRACTOR (Din 00353207), director retiring by
rotation at ensuing annual general meeting of the company under section
152(6) of the companies act ,2013 and being eligible offers himself for
reappointment. Board recommends his appointment as a director.
APPOINTMENT
Independent director
The Board based on nomination and remuneration committee's
recommendation, had appointed Mr. AMIT NAGARSHETH (DIN NO- 00377637)
AND MR. RAJIV CHOKHAWALA (DIN NO - 00353274) have been appointed as
independent directors for a period of 5 years, in terms of the
provisions of companies act, 2013 and listing agreement.
The Board based on nomination and remuneration committee s
recommendation, The members at the 20th annual general meeting, have
approved the appointment of Mr. AMIT NAGARSHETH (DIN NO- 00377637) AND
MR. RAJIV CHOKHAWALA (DIN NO - 00353274) as a independent directors who
are not liable to retire by rotation to hold office for the terms of 5
consecutive years from 27 th September, 2014 to 31st March ,2019.
The company has received the declarations from all the independent
directors of the company confirming that they meet the criteria of
independent as prescribed under section 149(6) of the companies' act
2013 and the clause 49 of the listing agreement.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
The independent directors met on 30th May, 2015 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
Mrs. Niranjana H Contractor (Din- 00353207) is serving on the board as
a Director since inception of the company in compliance with the
provisions of Rule 3 of Companies (Appointment and Qualification of
Director) Rules, 2014
KEY MANAGERIAL PERSONAL
Mr. Krishna Contractor (DIN NO-00300342), Managing Director and Mr.
Ashraf Bhinde, officer are the key managerial personnel of the company,
under the provision of the Companies Act ,2013.
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
M/s. R Indrajit & Associates, Chartered Accountants Registration number
(11 7488W) retiring at the conclusion of the ensuing annual general
meeting and are eligible for re appointment. They have expressed their
willingness to get reappointed as the statutory auditor of the company
and has furnished a certificate of their eligibility and consent under
section 141 of the companies act 2013, In terms of the listing
agreement, the auditors vide their letter dated 2th SEPTEMBER, 2015
have confirmed that they hold a valid certificate issued by the peer
review board ot the ICAI.
The members are requested to ratify the appointment of M/s. R Indrajit
& Associates, Chartered Accountants Registration number (117488W). As a
statutory auditor of the company.
The auditors" report for the year ended 31th March, 2015 are free from
any qualification, reservation or adverse remarks and hence do not call
for any explanations or comments by the board.
INTERNAL AUDITORS
The company has appointed Alay S. Thakor & Co. Membership No. 155455 as
a internal auditor for the year 2015- 2016. The reports of the internal
auditors are discussed in the audit committee meeting.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The company appointed name 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 31 st March 2015. The secretarial audit report for the financial
year 31 st March 2015 is enclosed as a annexure C. the clarification to
the observation in the secretarial audit report are given below:
SR PARTICULARS OF OBSERVATIONS EXPLANATION TO THE OBSERVATION
NO
01 Appointment of the key The company has a Managing
managerial personnel's Director to look into the day to
as required by Sec 203 of day affairs. The chief Financial
the Companies Act 2013. officer and the Company Secretary
has been appointed very recently
to hold office from October 2015.
02 Compliance of The Listing The company has punctually filed
Requirement the compliances with BSE But the
modes of compliances may be
marginally different. There is
updated compliances on records of
BSE.
03 Conducting the audit of the All the formal record keeping by
Registrar & Transfer Agent The Registrar and Transfer Agent
in terms of The Securities is completed. The registrar has
and Exchange Board of India declared the updation of all the
(Registrars to an Issue and requirements under THE COMPANIES
Share Transfer Agents) ACT 2013, THE DEPOSITORIES ACT
Regulations, 1993 regarding 1996 & Other laws like SEBI ACT.
the Companies Act and
dealing with client;
04 Maintenance of the statutory The company has since the date of
records, registers, books observations has completed the
with updation under the updation of the statutory records
various provisions of registers to meet with the legal
Companies Act 2013 & obligations.
Governing Rules,
PARTICULARS OF EMPLOYEES AND REFLATED DISCLOSURES
THE PARTICULARS OF THE EMPLOYEES COVERED BY THE PROVISION OF SECTION
197, (12) OF THE COMPANIES ACT, 2013 AND THE RULES THERE UNDER FORMS
PART OF THIS REPORT.
OTHER PARTICULARS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT
2013, READ WITH RULE 5( 1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.
Rule 5(1 )(i) and (ii) the ratio and percentage increase of
remuneration of the directors and employees:
Name Designation Ration to median
remuneration
KRISHNA CONTRACTOR MANAGING DIRECTOR -
Mrs. NIRANJANA CONTRACTOR DIRECTOR -
Name % & increase in Remuneration
KRISHNA CONTRACTOR 10%
Mrs. NIRANJANA CONTRACTOR 10%
a. Rule 5( 1 )(iii) and (v) comparison of the remuneration of the
employees with company performance
Remuneration of the employees % increase
Rs. 939051.00 10%
b. Rule 5(1)(vi) & (ix) comparison of KMP remuneration with company
performance
Particulars Rs.
Company performance
Revenue-sales & other incomes 4690234.00
Profit before tax 1063086.00
C. The number of permanent employees rolls of the company is 5.
Variations in the market capitalization of the company, price earning
ratio of the company as at the closing date 31st March, 2015 and
previous financial year and percentage increase/decrease in the market
quotations of the shares of the company as compared to the rate at
which the company came out with last public offer;
Particulars Precious year Current year lncrease/
(decrease)
No. of shares 3094400 3094400 NIL
Shares price (in Rs.) 5.01 BSE 5.03 BSE 0.02
EPS (IN RS) 0.25 0.30 0.05
PE RATIO 20.12 18.67 -1.45
(BASED ON AUDITED
RESULT)
COMPANY'S MARKET
CAP(IN RS)
d. Average percentile increase in the salaries of the employees other
than the managerial personnel during the year 31 -03-2015(year) was %
10% and for the managerial personnel was (%) 10%
e. The key parameters for any variable components of the remuneration
availed by the directors; except for the Mr Krishna Contractor,
Managing Director, none of the other director has been paid any
remuneration except sitting fees. The key parameters with respect to
the variable pay availed by a managing director are considered by the
board of directors based on the recommendation of the nomination and
remuneration committee as per the remuneration policy of the company.
f. The ratio of remuneration of the highest paid director to that of
the employees who are not director but received remuneration in excess
of the highest paid director during the year not applicable.
g. It is hereby affirmed that the remuneration paid is as per the
remuneration policy of the company.
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 are detailed hereunder.
Name of the Designation Relationship Nature of
related party Transaction
Income:
Contil Canada Ltd. None Joint venture Sale of
Goods
Earning
In Foreign
Currency)
(Export on
FOB basis)
Investment:
Contil Canada Ltd. None Joint venture Equity
Contribu
tion
Expenses :
Krishna Contractor Managing Director Key management Director
personnel Salary
Niranjana Contractor Director Key Management Director
personnel
Sejal Contractor None Wife of MD Director
Salary
Name of the Amount Lacs(Rs.) Outstanding
related party Balance
2014-15 2013-14 31-3-15
Income:
Contil Canada Ltd. 182.78 29.40 59.08
(CDN (CDN
346181) 52380)
Investment:
Contil Canada Ltd. 36.73 36.73 36.73
(USD (USD
90000) 90000)
Expenses :
Krishna Contractor 3.16 2.10 0
3.16 2.10 0
Niranjana Contractor 3.16 2.10 0
Sejal Contractor 1.80 1.80 0
CORPORATE GOVERNANCE
Pursuant to the clause 49 of the Listing Agreement with the Stock
Exchange, a Management Discussion and Analysis report and a Corporate
Governance Report are made a part of this annual report.
A certificate from the Auditor of the company regarding the compliance
of the conditions of corporate governance are stipulated by the clause
49 of the Listing Agreement is attached to this reports.
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 31 st March, 2015.
RBI DIRECTIONS
Your company continues to carry on its non-banking finance company (non
deposit accepting company) business and comply with all the applicable
requirements prescribed by Reserve Bank of India.
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 31 st March 2015, 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 and of
the profit 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 31" March 2015 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
The Audit committee consists of Mr. Amit Nagarshefh, Mr. Rajiv
Chokhawala the independent directors of the company. Mr Asaraf Bhinde
the Compliance Officer has acted as coordinator of the Audit committee.
The Audit Committee meetings were held for the year ended 31 st March
2015 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 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.
INDUSTRIAL RELATION
During the year under review the relationship between the employees and
management were cordial.
REPORT ON ENERGY CONSERVATION. FOREIGN 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 activities of the company in investment discipline 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
On FOB Basis INR 182.78 (CDN 346181).
AUDITORS REPORT
Auditor's observations are self explanatory and/or suitably explained
in the notes on Accounts.
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.
Date: 30/05/2015 For And on Behalf of The Board of Directors
Registered office:
811, Siddharth Complex,
RC Dutt Road, K. H. CONTRACTOR H. A. CONTRACTOR
Aikapuri, Vadodara - 390007 Managing Director Director
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