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Directors Report of Contil India Ltd.

Mar 31, 2015

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


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Company''s 20th Annual Report on the business operations of the company together with the Audited Accounts for the Year ended on 31st March, 2014.

1. FINANCIAL RESULTS

The summarized financial results are given below : (Rs. in ''000)

PARTICULARS 2013-14 2012-13

Profit before Depreciation, Financial Charges & Taxes 1029 709

Less:- Depreciation 85 83 Financial Charges 0 0

Profit Before Tax 944 625

Current Income Tax (Provision) 180 119

Deferred Income Tax (4) 5

Profit for the year After Tax 769 501

Add: Balance of Profit & Loss B/F 9787 9327

APPROPRIATIONS :-

Transfer to Statutory Reserve 154 100

Tax adjustment of earlier years 119 59

Balance Carried over to Balance Sheet 10521 9787

Book Value (Rs. per Share) 14.30 14.02

2. OPERATIONS

There has been a modest improvement in the global financial condition ensuring reduced short term risk. however the overall financial climate has not picked up the momentum of recovery. Your Company earned a Profit after Tax (PAT) of Rs. 769 thousands (Previous year Rs. 501 thousands). Your Company has embarked upon the diversified business activities in the foods stuff export and which in the opinion of the Board of Directors is a promising opportunity.

3. TRANSFER TO STATUTORY RESERVE

The Company has transferred Rs. 153806.00 to the Statutory reserve out of the current year''s profit in view of Section 45IC of the RBI 1934.

BUSINESS PROSPECTS

During the year, under review Reserve bank of India hiked the cash reserve ratio and repo rate several times to certain inflationary pressures. Stock market declined and inflows from foreign institutional investors turned negative. The achievement of future results will depend on the market conditions in coming year and of course on the diligent and prudent plans of the company to mitigate the situation. The company is planning to take number of initiative to consolidate and improve margins & return on capital which will enhance the shareholder value. However the financial climate will continue to face various Challanges in the Coming Year.

4. DEPOSITS

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

5. DIVIDEND

In view of the conserving the financial resources & taking of the activities, The Directors did not recommend any dividend for the year on Equity Shares of the Company.

6. AUDITORS

M/S P. INDRAJIT & ASSOCIATES, Chartered Accountants, the statutory auditors of your company retire at the ensuing Annual General Meeting and offer themselves for reappointment. M/S , Chartered Accountants, Vadodara as a Statutory Auditors of the Company and the Board have recommended appointment of M/s. P. INDRAJIT & ASSOCIATES., Chartered Accountants, (REGISTRATION NO.- 134162W) as Statutory Auditors for a period of two Years upto EY31-03-2016

7. AUDITOR''S REPORT

The notes to the accountants referred to in the Auditor''s Report are self-explanatory and therefore does not call any further comment

8. DIRECTORS

Mr. AMIT NAGARSHETH (DIN No.-00377637) And MR RAJIV CHOKHAWALA( DIN NO 00353274) Who retires by rotation in terms of Sec 152(6) of the Companies Act 2013 And being offers himself as a Director.

As envisaged by Sec 149 read with Sec 152 of the Companies Act 2013 Mr. AMIT NAGARSETH (DIN NO 00377637), & MR RAJIV CHOKHAWALA (DIN NO 00353274) already independent Directors of the company appointed as an Independent Director of the Company under Sec 149,152 of the Companies Act 2013

9. PARTICULARS OF EMPLOYEES

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

10. THE CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNINGS.

The above details as required to be given U/s 217 (2e) of the Companies Act, 1956 is not given as the same is not applicable to the company. During the year, The company has received CAD 19985 towards the Export of goods.

11. PERFORMANCE AND FUTURE PLANS

As you will observe from the financial results, the performance has been of great concern. Our dependence on economic factors are unavoidable and the future trends of your Company shall depend the same.

12. DIRECTOR''S RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm that-

I) In the preparation of the annual accounts, the applicable accounting standards have been followed by the company,

II) Such accounting policies have not been selected consistently and judgment and estimates made are not reasonable and prudent so we are unable to give a true and fair view of the state of affairs of the company at 31st March,2014 and of the profit of the Company for the year ended on that;

III) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV) Annual accounts have been prepared on a going- concern basis.

13 INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assets and liabilities and there is no continuing failure to correct major weakness in internal controls.

14. INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assets and liabilities and there is no continuing failure to correct major weakness in internal controls.

15. RBI DIRECTIONS:

Your company continues to carry on its Non Banking Finance Company as a Non Deposit Accepting Company and comply with all the applicable requirements prescribed by Reserve Bank Of India.

16. APPOINTMENT OF SECRETARIAL AUDITORS FOR FY 2014-2015

In terms of the provisions of Sec 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, it is necessary to appoint the SECRETARIAL AUDITORS for FINANCIAL YEAR ended 31-03-2015 ( 2014-2015). Keeping in view the professional standing and diversity in the professional practice, the board of Directors of your company has appointed M/S ASHOK SHELAT, PROP ASHOK SHELAT & ASSOCIATES, COMPANY SECRETARIES, VADODARA as Secretarial Auditors for F.Y 2014-2015.

17. SECRETRIAL COMPLIANCE CERTIFICATE

Pursuant to provision of sub section (1) of section 383A of the Companies Act, 1956 it is obligatory to attach Compliance Certificate with the Board''s report referred to in section 217 of the Companies Act, 1956. A copy of the Compliance Certificate is attached for the perusal of the members.

Your Directors also thank the Banker of the Company for their assistance and cooperation. Your Director also wishes to place on record their appreciation for the support of shareholders& devoted services rendered by the executives and employees at all levels.

Regd. Office : For And On Behalf of The Board Of Directors 811, Siddharth Complex, R.C.Dutt Road, Alkapuri, Baroda-390 007.

Date : 30/05/2014 K. H. CONTRACTOR H. A. CONTRACTOR Place: Baroda Managing Director Director


Mar 31, 2013

The Directors have pleasure in presenting the Company''s 19th Annual Report on the business operations of the company together with the Audited Accounts for the Year ended on 31st March, 2013.

01. FINANCIAL RESULTS

The summarized financial results are given below :

(Rs. in ''000)

PARTICULARS 2012-13 2011-12

Profit before Depreciation, Financial Charges & Taxes 709 419

Less:- Depreciation 83 109

Financial Charges 0 0

Profit Before Tax 625 310

Current Income Tax (Provision) 119 59

Deferred Income Tax 5 (24)

Profit for the year After Tax 501 275

Add : Balance of Profit & Loss B/F 9327 8986

Profit available for Appropriation 9828 9261

APPROPRIATIONS :-

Transfer to Statutory Reserve 100 55

Tax adjustment of earlier years 59 (121)

Balance Carried over to Balance Sheet 9787 9327

Book Value (Rs. per Share) 14.02 13.83

02. DIVIDEND

Your Directors do not recommend any dividend for the financial year under review. Idea is to conserve the financial resources for the future.

03. TRANSFER TO STATUTORY RESERVE

The Company has transferred H00208 to the Statutory reserve out of the current year''s profit in view of Section 45IC of the RBI 1934.

04. OPERATIONS

There has been a modest improvement in the global financial condition ensuring reduced short term risk, however the overall financial climate has not picked up the momentum of recovery. Income from Operations for the period under consideration was ? 2125 thousands (previous year ? 2128 thousands) and total Expenditure was ? 1624 thousands (previous year ? 1853 thousands). Your Company earned a Profit after Tax (PAT) of ? 501 thousands (previous year ? 275 thousands)

05. BUSINESS PROSPECTS

During the year, under review Reserve bank of India hiked the cash reserve ratio and repo rate several times to certain inflationary pressures. Stock market declined and inflows from foreign institutional investors turned negative. The achievement of future results will depend on the market conditions in coming year and of course on the diligent and prudent plans of the company to mitigate the situation. The company is planning to take number of initiative to consolidate and improve margins & return on capital which will enhance the shareholder value. However the financial climate will continue to face various Challanges in the Coming Year.

06. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT.

As per clause 49 of the Listing Agreement with Stock Exchange, your Company has complied in all material respects with the features of Code of corporate governance. Management''s Discussion and Analysis Report and Corporate Governance Report forming part of Director''s Report are enclosed as Annexure,

07. DIRECTORS

During the year under view Mr. Hiralal Contactor and Mrs. Niranjana Contractor will be retiring by rotation at the ensuing Annual General Meeting of members of the company, however being eligible offers them selves for reappointment.

08. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management confirm that:

a) In the preparation of the annual accounts for the financial year ended 31/03/2013, the applicable accounting standards have been followed and that there are no material departures.

b) They have in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently andmadejudgementandestimatesthatarereasonableandprudentsoastogiveatrue and fair view of the state of affairs of the Company at the end of the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis.

09. INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assetsand liabilities and there is no continuing failure to correct major weakness in internal controls.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company has no activities relating to conservation of energy or technology absorption, the information required under section217 1(e) of the Companies Act, 1956, read with the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 with respect to those mattersare not furnished. During the year under review, the total foreign exchange earning and foreign exchange outgo has remained NIL

11. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance & Deposits) Rules, 1975.

12. RBI DIRECTIONS

Your Company continues to carry on its business of Non Banking Finance Company as a Non Deposit Accepting Company and comply with all the applicable requirements prescribed by Reserve Bank of India.

13. PARTICULARS OF EMPLOYEES

The Company is having qualified and trained employee who are responsive to Customers needs and changing economic scenario. Employee relation was cordial and work atmosphere was healthy during the year. There are no employees covered by section 217 (2A) of the Companies Act, 1956 read with Companies. (Particulars of Employees} Rules, 1975 as amended.

14. TOCONSIDERTHEAPPOINTMENTOFAUDITORS

The membersare requested to appoint auditorsforthecurrentyear and to fixtheirremuneration.M/s. R INDRAJ1T & ASSOCIATES, CharteredAccountants,Vadodaratheexistingauditorshaveu/s224(lB)of the Companies Act, 1956 furnished certificate of their eligibility for appointment.

15. SECRETRIAL COMPLIANCE CERTIFICATE

Pursuant to provision of sub section (1) of section 383A of the Companies Act, 1956 it is obligatory to attach Compliance Certificate with the Board''s report referred to in section 217 of the Companies Act, 1956. A copy of the Compliance Certificate is attached for the perusal of the members.

16. ACKNOWLEDGEMENT

Your Directors warmly acknowledge the unstinting support extended by the Government authorities, Financial Institutions, Banks, Broking Houses, Customers, Vendors and shareholders in contributing to the results. Your Directors wishtoplaceonrecordtheirdeepsenseofappreciationforthedevoted services of the employees of the Company for its success.

Regd. Office : For And On Behalf Of The Board Of Directors

811, Siddharth Complex, R.C.Dutt Road,

Alkapuri, Baroda-390 007. (R H CONTRACTOR) (H A CONTRACTOR)

Date : 30/05/2013 Managing Director Director

Place : Baroda


Mar 31, 2011

The Directors have pleasure in presenting the Company's 17th Annual Report on the business operations of the company together with the Audited Accounts for the Year ended on 31st March, 2011.

01. FINANCIAL RESULTS

The Summarized Financial Results are given below : (Rs. in '000)

PARTICULARS' 2010-11 2009-10

Profit/ (Loss) before Depreciation, Financial Charges & Taxes 1619 1975

Less:-Depreciation 263 263

Financial Charges 167 294

Current Income Tax (Provision) 213 378

Deferred Income Tax (44) (159)

NET PROFIT/(LOSS) 1020 1199

Add: Balance of Profit & Loss B/F 8175 7187

PROFIT AVAILABLE FOR APPROPRIATION 9195 8386

APPROPRIATIONS:- _ _

Transfer to Statutory Reserve 204 240

Tax adjustment to earlier years 5 (29)

BALANCE CARRIED OVER TO B/S 8986 8175

BOOK VALUE (Rs.per share) 13.71 13.38

02. DIVIDEND

Your directors do not recommend only dividend for the financial year under review. Idea is to conserve the financial resources for the future.

03. OPERATIONS

Income from Operations for the period under consideration was Rs. 4893 thousands (previous year Rs. 6313 thousands) and total Expenditure was Rs. 3704 thousands, (previous year Rs. 4894 thousands). Your Company earned a Profit before Tax (PAT) ofRs. 1020 thousands(previous year Rs. 1199 thousands). The PAT fall by 14.93% however, your Directors consider the above results satisfactory under the prevailing circumstances.

04. BUSINESS PROSPECTS

During the year, WPI based inflation remained high in India. High food inflation has been one of the major contributions to overall high inflation in the economy, on account of that the Company witnessed a downfall in the business in trading segment. Your company is committed to built-up branded reference to increase the dominance in commodity trading in the coming year. The business during the year under investment segment fetch reasonable returns. The achievement of future results will depend on the diligent and prudent plans and assumptions of the company. The company is taking number of initiative to consolidate and improve margins & return on capital which will enhance the shareholder value.

05. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchange. Your Company has complied in all material respects with the features of Code of corporate governance. Management's Discussion and Analysis Report and Corporate Governance Report forming part of Director's Report are enclosed as Annexure.

06. DIRECTORS

During the year under view Mr. Hiralal Contractor and Mrs. Niranjana Contractor will be retiring by rotation at the ensuring Annual General Meeting of members of the company, however being eligible offers themselves for reappointment.

07. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management confirm that:

a) In the preparation of the annual accounts for the financial year ended 31.03.2011, the applicable accounting standards have been followed and that there are no material departures.

b) They have in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and ability to the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis.

08. INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assets and liabilities and there is no continuing failure to correct major weakness in internal controls.

09. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Since the company has no activities relating to conservation of energy or technology absorption, the information required under section 2171 (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 with respect to those matters are not furnished.

During the year under review, the total foreign exchange earning and outgo has remained NIL.

1O. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance & Deposits) Rules, 1975.

11. RBI DIRECTIONS

Your Company continues to carry on its business of Non Banking Finance Company as a Non Deposit accepting Company and comply with all the applicable requirements prescribed by Reserve Bank of India.

12. PARTICULARS OF EMPLOYEES

The Company is having qualified and trained employee who are responsive to Customers needs and changing economic scenario. Employee relation was cordial and work atmosphere was healthy during the year.

There are no employees covered by section 217 (2A) of the Companies Act, 1956 read with Companies. (Particulars of Employees) Rules, 1975 as amended.

13. TO CONSIDER THE APPOINTMENT of AUDITORS

The members are requested to appoint auditors for the current year and to fix their remuneration. M/s. P. INDRAJIT & ASSOCIATES, Chartered Accountants, Vadodara the existing auditors have u/s 224 (1B) of the Companies Act, 1956 furnished certificate of their eligibility for appointment.

14. SECRETRIAL COMPLIANCE CERTIFICATE

Pursuant to provision of sub section (1) of section 383A of the Companies Act, 1956 it is obligatory to attach Compliance Certificate with the Board's report referred to in section 217 of the Companies Act, 1956. A copy of the Compliance Certificate is attached for the persual of the members.

15. ACKNOWLEDGEMENT

Your Directors warmly acknowledge the unstinting support extended by the Government authorities, Financial Institutions, Banks, Brooking Houses, Customers, Vendors and shareholders in contributing to the results. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the employees of the Company for its success.

Regd. Office : FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

811, Siddharth Complex, R.C.Dutt Road, Alkapuri, Baroda-390 007. K H Contractor H. A. Contractor

Place: Baroda (M.D.) (Director) Date: 30/05/2011


Mar 31, 2010

The Directors have pleasure in presenting the Companys 16th Annual Report on the business operations of the company together with the Audited Accounts for the Year ended on 31 st March, 2010.

01. FINANCIAL RESULTS (Rs in 000)

Particulars 2009-10 2008-09

Profit / (Loss) before Depreciation, Financial Charges & Taxex 1975 1613

Less:- Depreciation 263 212

Financial Charges 294 46

Current Income Tax (Provision) 378 255

Fringe Benefit Tax (Provision) 0 21

Deferred Income Tax (159) (18)

NETPROFIT/(LOSS) 1199 1097

Add: Balance of Profit & Loss B/F 7187 6691

PROFIT AVAILABLE FOR APPROPRIATION 8386 7788

APPROPRIATIONS :-

Transfer to Statutory Reserve 240 219

Tax adjustment to earlieryears (29) 382

BALANCE CARRIED OVER TO B/S 8175 7187

BOOK VALUE (Rs. pershare) 13.38 12.98

02. DIVIDEND

Your directors do not recommend only dividend for the financial year review. Idea is to conserve the financial resources for the future.

03. OPERATIONS

Income from Operations for the period under consideration was Rs. 6312 thousands and total Expenditure was Rs. 4894 thousands. Your Company earned a Profit before Tax of Rs. 141 Sthousands for the year ended March 31, 2010, registering an increase of Rs. 64 thousands over the previous year. The Profit after Tax, at Rs. 1199thousands was also 9.36% higher than the previous year. Your Directors consider the above results satisfactory under the prevailing circumstances.

04. BUSINESS PROSPECTS

During the year Company has directed its corporate activities into financial, investments activities and Commodity Trading. The corporate operations has generated profit and management is confident to accelerate the progress and horizon of operation in the potentially uncultivated sectors such as agriculture produce to bring more contribution margin during the current year. The company is taking number of initiative to consolidate and improve margins & return on capital which will enhance the shareholder value.

05. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchange. Your Company has complied in all material respects with the features of Code of corporate governance. Managements Discussion and Analysis Report and Corporate Governance Report forming part of Directors Report are enclosed to Annexure.

06. DIRECTORS

During the year underview Mr. Amith. Nagarsheth and Mr. Rajiv H. Chokhawala will be retiring by rotation at the ensuring Annual General Meeting of members of the company, however being eligible offers themselves for reappointment.

07. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management confirm that:

a) In the preparation of the annual accounts for the financial year ended 31.03.2010, the applicable accounting standards have been followed and that there are no material departures.

b) They have in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and ability to the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The have prepared the annual accounts on a going concern basis.

08. INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assets and liabilities and there is no continuing failure to correct major weakness in internal controls.

09. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company has no activities relating to conservation of energy or technology absorption, the information required under section 217 1 (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988with respect to those matters are not furnished.

During the year under review, your company has not earned any foreign exchange. However, the company has foreign exchange outgo to the tune of 31,863.15 USD (Equivalent INR 14.86,734.58) towards import of commodity purchase viz; green peas.

10. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance & Deposits) Rules, 1975.

11. REDIRECTIONS

Your Company continues to comply with all the applicable requirements prescribed by Reserve Bank of India.

12. PARTICULARS OF EMPLOYEES

The Company is having qualified and trained employee who are responsive to Customers needs and changing economic scenario. Employee relation was cordial and work atmosphere was healthy during the year.

There are no employees covered by section 217 (2A) of the Companies Act, I956read with Companies. (Particulars of Employees) Rules, 1975as amended.

13. TO CONSIDERTHE APPOINTMENT of AUDITORS

The members are requested to appoint auditors for the current year and to fix their remuneration. M/s. P. INDRAJIT & ASSOCIATES, Chartered Accountants, Vadodara the existing auditors have u/s 224 (IB) of the Companies Act, 1956 furnished certificate of their eligibility for appointment.

14. SECRETRIAL COMPLIANCE CERTIFICATE

Pursuant to provision of sub section (l) of section 383A of the Companies Act, 1956 it is obligatory to attach Compliance Certificate with the Boards report referred to in section 217 of the Companies Act, 1956. A copy of the Compliance Certificate is attached for the persual of the members.

15. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Government authorities. Banks Brooking Houses, Customers, Vendors and shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the employees of the Company for its success.

Regd. Office : FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

811, Siddharth Complex,

R.C.Dutt Road,

Alkapuri, Baroda-390 007. K. H. Contractor H. A. Contractor

Place ; Baroda (M.D.) (Director)

Date: 31/05/2010

 
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