Continental Controls Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors present the 30^th Annual Report of the Company along with the Standalone Audited
Financial Statements of Continental Controls limited for the Financial Year ended on 31^st March, 2025.

FINANCIAL RESULTS

(Rs in Thousand)

Particulars	2024-25	2023-24
Income from operation	-	-
Other Income	1880.72	844.58
Total Income	1880.72	844.58
Total Expenses	1,115.47	4744.75
Profit/(Loss) Before Tax	765.25	(3900.17)
Tax expenses	76.42	(815.14)
Profit / (Loss) for the period	688.83	(3,085.03)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the year	688.83	(3,085.03)

COMPANY PERFORMANCE

During the financial year 2024-2025, total revenue of the Company on standalone basis is Rs. 1,880.72 as
against Rs. 844.52 in the previous year. Profit before Tax of Rs.765.25 as against loss before tax of
Rs.3,900.17 in the previous year, Profit after Tax of Rs. 688.83 as against loss after tax of Rs. 3,085.03 in
the previous year.

**The figures mentioned above are in thousands.

SHARE CAPITAL
Authorised share capital

The Authorised Share Capital of the Company is Rs 9,15,00,000 (Rupees Nine Crore fifteen Lakhs )
divided into 9,150,000 equity shares of Rs 10/- each. During the year under review, there was no change in
the Authorised Share Capital of the Company

Paid up share capital

During the year under review, the Company has not issued any shares. The paid up equity share capital as
on 31st March, 2025 was Rs 6,14,62,560 /- (Rupees Six Crore Fourteen lakh sixty two thousand five
hundred and sixty) divided into 61,46,256 equity shares of Rs 10/- each.

DIVIDEND

As the Company has not made adequate profits during the year, the Directors of your Company do not
recommend any dividend for the financial year ended March 31,2025.

FINANCIAL INFORMATION

Reserves & Surplus

As at 31st March, 2025 Reserves and Surplus amounted to Rs. (40,167.90) as compared to Rs. (40,856.73)
of previous year. The said scenario is due to inadequate profitability during the year under review.

Short Term Borrowings

As at 31st March 2025 Short Term Borrowings Rs. 383.50 in the current financial year as compared are nil
during the previous year.

**The figures mentioned under the Financial Information are in thousands
TRANSFER OF RESERVES

The closing balance of the retained earnings of the Company for Financial Year 2024- 2025, after all
appropriation and adjustments was Rs. (55,535.64) Thousands. The Company has not transferred any
amount to the reserves for the financial year ended March 31,2025.

PUBLIC DEPOSITS

During the financial year 2024-25, the Company did not accept any deposit within the meaning of sections
73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules,
2014

LISTING OF SHARES

Your Company’s shares are listed on BSE Limited, Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400
001, Maharashtra, India

HOLDING/SUBSIDIARIES/ ASSOCIATE COMPANIES

The Company did not have a holding/subsidiary/associate company during the year under review.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR

During the Financial Year 2024-25, no company ceased to be a subsidiary of the company and your
company does not have any subsidiary company or joint ventures.

Board of Directors

The Board of the Company comprises an optimum combination of executive, non-executive and
independent directors, including woman director. The Board provides strategic guidance and direction to the
Company in achieving its business objectives and protecting the interest of the stakeholders.

The Company’s Board comprises of the following Directors:

Name of Directors	Designation
Mr. Haresh S. Thakker**	Independent, Non -Executive Director
Ms. Keta Poojara***	Independent, Non -Executive Director
Mr. Samir Thakkar*	Non-Independent, Non-Executive Director
Mr. Pradeep Gaglani*	Independent, Non -Executive Director
Mr. Kanaiyalal Thakker*	Independent, Non -Executive Director
Mr. Navinchandra Thakkar*	Executive Director
Mr. Amit Thakkar****	Executive Director
Ms. Chetna Gupta*****	Independent, Non -Executive Director
Ms. Khusbu Agrawal*****	Independent, Non -Executive Director
Mr. Abhay Kumar Sethia*****	Independent, Non -Executive Director
Mr. Rajnish Kumar Pandey******	Independent, Non -Executive Director
Ms. Lucy Maqbul Massey******	Independent, Non -Executive Director

*Resigned wef 29^th January, 2025
** Resigned wef 31^st January, 2025
*** Resigned wef 05^th February, 2025
**** Resigned wef 12^th April, 2025
*****Appointed wef 05^th February, 2025
****** Appointed wef 12^th April, 2025

Mr. Navinchandra Thakkar - Chairman & Managing Director (DIN: 00251210 upto 29.01.2025

Mr. Samir Thakkar - Non-Executive Director (DIN: 02466774 upto 29.01.2025)

Mr. Amit Thakkar - Chief Financial Officer & Whole Time Director (DIN: 00251194 upto 12.04.2025)

Mr. Pradeep Gaglani - Independent Director (DIN: 00839845 upto 29.01.2025)

Mr. Haresh S. Thakker - Independent Director (DIN: 02446743 upto 31.01.2025)

Mr. Kanaiyalal Thakker - Independent Director (DIN: 02410950 upto 29.01.2025)

Ms. Keta Poojara - Independent Director (DIN: 06963370 upto 05.02.2025)

Mr. Rajnish Kumar Pandey - Whole time Director (DIN: 01096119 w.e.f. 12.04.2025)

Ms. Lucy Maqbul Massey - Non-Executive Director (DIN: 09424796 w.e.f. 12.04.2025)

Mr Abhay Kumar Sethia - Independent Director (DIN: 9721583 w.e.f. 05.02.2025)

Ms Chetna Gupta - Independent Director (DIN: 02212440 w.e.f. 05.02.2025)

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE FINANCIAL YEAR 2024- 25

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company,
Mr. Rajnish Kumar Pandey (DIN: 01096119) Director of the Company, are liable to retire by rotation at the
30^th Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume/details
about Mr. Rajnish Kumar Pandey (DIN: 01096119) is given in the Notice of the ensuing AGM sent to the
shareholders along with the Annual Report.

Following are the changes in Directors and Key Managerial Personnel of the Company for the financial year
2024-25:

Mr. Navinchandra Thakkar, Chairman & Managing Director (DIN: 00251210) , Mr. Samir Thakkar, Non¬
Executive Director (DIN: 02466774), Mr. Pradeep Gaglani, Independent Director (DIN: 00839845), Mr.
Kanaiyalal Thakker, Independent Director (DIN: 02410950) has resigned with effect from January 29, 2025.

Mr. Haresh S. Thakker, Independent Director (DIN: 02446743 )has resigned with effect from January 31,
2025.

Ms. Keta Poojara, Independent Director (DIN: 06963370 has resigned with effect from February 5, 2025.

Mr. Amit Thakkar, Chief Financial Officer & Whole Time Director (DIN: 00251194) has resigned with effect
from April 12,2025

Mr. Rajnish Kumar Pandey, Executive Whole time Director (DIN: 01096119) and Ms. Lucy Maqbul Massey,
Non-Executive, Non-Independent Director (DIN: 09424796 has been appointed with effect from April
12,2025

Mr Abhay Kumar Sethia, Independent Director (DIN: 9721583), Ms Chetna Gupta,
Independent Director (DIN: 02212440), Ms Khusbu Agrawal , Independent Director (DIN: 09847254) has
been appointed with effect from February 5, 2025.

None of the Directors of the company are disqualified for being Directors as specified under section 164 of
the Companies Act, 2013.

Ms. Megha Yatin Raut appointed as the Chief Financial Officer of the Company with effect from April
12,2025.

Ms. Juhi Balani, Company Secretary, resigned from the post of the Company Secretary and Compliance
Officer of the Company with effect from October 5, 2024 and Ms. Anushree Tekriwal was appointed as the
Company Secretary of the Company with effect from January 3, 2025.

Ms. Anushree Tekriwal, Company Secretary, resigned from the post of the Company Secretary and
Compliance Officer of the Company with effect from August 6, 2025 and Ms. Jyoti Darade appointed as the
Company Secretary of the Company with effect from August 7, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director under Section 149
(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of
the Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the
declaration pursuant to Regulation 25(8) of the Listing Regulations affirming compliance to the criteria of
Independence as provided under Regulation 16(1)(b) of the Listing Regulations. The Independent Directors
have individually confirmed that they are not aware of any circumstances or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. Based on the declarations and confirmations of
the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of
Directors recorded their opinion that all the Independent Directors are independent of the Management and
have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and
the Listing Regulations. The performance evaluation of non-independent directors and the board as a
whole and Chairman of the Board was also carried out by the Independent Directors of the Company.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company
including new appointment possesses highest standard of integrity, relevant expertise and experience
required to best serve the interest of the Company.

BOARD MEETINGS HELD DURING THE YEAR

During the year, Six (6) meetings of the Board of Directors were held i.e. on 30th May 2024,14th August,
2024,18th October, 2024, 3^rd Januray, 2025, 17th January, 2025 and 5^th February, 2025. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 along with circulars and regulations issued under as amended from time to time in this
regard.

COMMITTEES OF THE BOARD

The Board currently has Three (3) mandatory committees under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The Audit Committee oversees the financial reporting process, reviews the quarterly and annual financial
statements, evaluates internal financial controls and risk management systems, considers reports of the
internal and statutory auditors, and monitors the implementation of audit recommendations. The Committee
also reviews related party transactions and ensures compliance with applicable law. During the period under
report, 4 meetings of the Audit Committee were held on 30th May 2024, 14^th August, 2024,18^th October, 2024,
17^th January, 2025. The Audit Committee was re-constituted at the Board meeting held on February 5, 2025.

As on 31st March 2025, the composition of the Audit Committee was as follows

Name of the Members	Category	Designation
Ms. Chetna Gupta	Independent, Non -Executive Director	Chairperson
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Member
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Member

Due to change in constitution of Board of Directors, the committee was reconstituted on April 12, 2025 and
subsequently on September 05, 2025.

As on date the Audit committee consists of:

Name of the Members	Category	Designation
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Chairperson
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Member
Mr. Rajnish Pandey	Executive Non-Independent Director	Member

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee (NRC)
in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is entrusted with the
responsibility, inter alia, of identifying persons qualified to become Directors, Key Managerial Personnel and
members of Senior Management, formulating criteria for determining qualifications, positive attributes and
independence of Directors, recommending a policy relating to the remuneration of Directors, KMPs and
Senior Management, carrying out performance evaluation of the Board and its Committees, devising a policy
on Board diversity and overseeing succession planning. During the period under report, 2 meetings of the
Nomination and Remuneration Committee were held on January 3, 2025, 5^th February, 2025, The

Nomination and Remuneration Committee was re-constituted at the Board meeting held on February 5,
2025.

As on 31st March 2025, the composition of the NRC are as follows:

Name of the Members	Category	Designation
Ms. Chetna Gupta	Independent, Non -Executive Director	Chairperson
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Member
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Member

As on date, the composition of the NRC are as follows

Name of the Members	Category	Designation
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Chairperson
Ms. Chetna Gupta	Independent, Non -Executive Director	Member
Ms. Lucy Massey	Independent, Non -Executive Director	Member

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company believes that its members are amongst its most important stakeholder.The Stakeholder
Relationship Committee was re-constituted at the Board meeting held on February 5, 2025. During the
period under report, one Stakeholder Relationship Committee meeting was held on 5^th February, 2025

As on 31st March 2025, the composition of the SRC was as follows:

Name of the Members	Category	Designation
Ms. Chetna Gupta	Independent, Non -Executive Director	Chairperson
Ms. Khusbu Agrawal	Independent, Non -Executive Director	Member
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Member

As on date the Stakeholder Relationship Committee consists of:

Name of the Members	Category	Designation
Ms. Lucy Massey	Independent, Non -Executive Director	Chairperson
Mr. Abhay Kumar Sethia	Independent, Non -Executive Director	Member
Mr. Rajnish Pandey	Executive Non-Independent Director	Member

In compliance with the provisions of Section 134(3)(p) of the Act and Rule 8(4) of the Companies (Accounts)
Rules, 2014, the Board carried out an annual evaluation of its own performance, that of individual Directors
and as also Committees of the Board.

Board has carried out an annual evaluation of its own performance, Board Committees and Individual
Directors and Chairperson. The evaluation process inter alia considers attendance of Directors at Board
and committee meetings, acquaintance with business, communicating inter se board members, effective
participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which is in
compliance with applicable laws, regulations and guidelines. The performance of each Committee was
evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The performance evaluation of the Independent Directors was also carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent Directors at their separate meeting. The Board
of Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination &
Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and
appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their
remuneration.

CERTIFICATE FROM PRACTICING COMPANY SECRETARIES

The Company hereby confirms that none of its directors have been debarred or disqualified from
appointment or continuation as directors by the Securities and Exchange Board of India (SEBI), the
Ministry of Corporate Affairs (MCA), or any other statutory authority. A certificate to this effect has been
obtained from Ms. Neha Poddar, Practicing Company Secretary, and is included as part of this report as
Annexure III.

The Board is comprised of highly experienced individuals of esteemed repute, exhibiting a diverse and
balanced mix of Executive and Non-Executive Directors, with a majority of Independent Directors

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the SEBI (LODR), the Company has put in
place a Familiarization Programme for the Independent Directors to familiarize them with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates,
business model etc..

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the
Board’s Report is annexed herewith as ‘Annexure VII’

The Company is a listed entity; however, in terms of Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable
to the Company as it has a paid-up equity share capital of ?6.50 crore and a net worth not exceeding ?25
crore as on the last day of the previous financial year. Therefore, a separate Corporate Governance Report
required as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations has not been
included in this Annual Report. The Company continues to adhere to good corporate practices and
applicable statutory requirements, ensuring transparency and accountability in its operations and
disclosures.The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re¬
enactments) for the time being in force), the Board of Directors of your Company confirm that;

i. In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same;

ii. The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31^st March, 2025 and of the profits of the Company for the year
1^st April, 2024 to 31^st March, 2025.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts on a ‘going concern’ basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and.

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

Code of Conduct

The Board of Directors of the Company has approved a ‘Code of Conduct and Business Ethics’ (Code)
for all Board members, Key Managerial Personnel and Senior Management Personnel. All the members
of the Board and Senior Management Personnel have affirmed the compliance of the same. A copy of
the Code is available on the website of the Company viz. continentalcontrol.in

The members of the board and senior management personnel have affirmed compliance with the Code of
Conduct applicable to them during the year ended March 31, 2025. The annual report of the Company
contains a certificate by the Whole Time Director, on the compliance declarations received from
Independent Directors, Non-executive Directors and Senior Management is annexed herewith as
Annexure -IV form parts of the Board’s Report

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

STATUTORY AUDITORS

The Members of the Company, at the Annual General Meeting held on 30th September 2023, had
appointed M/s. D. Kothary & Co., Chartered Accountants (Firm Registration No. 105335W), as Statutory
Auditors of the Company for a term from the conclusion of that AGM until the conclusion of the AGM for
the financial year 2027-28 (i.e., from 30.09.2023 to 30.09.2028). However, M/s. D. Kothary & Co.
resigned from their position vide letter dated 6th August 2025, resulting in a casual vacancy in the office
of Statutory Auditor under Section 139(8) of the Companies Act, 2013.

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules made
thereunder., the Board, on the recommendation of the Audit Committee, has proposed the appointment
of M/s. Rafik & Associates, Chartered Accountants (FRN 146573W) to hold office as Statutory Auditors
from the conclusion of 30^th AGM till the conclusion of the 35^th AGM to be held in 2030, subject to
approval of the Shareholders of the Company at the ensuing AGM.

M/s. Rafik & Associates have confirmed their eligibility and consent under Section 141 of the Companies
Act, 2013

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on the
recommendation of the Audit Committee, at its Meeting held on 05.09.2025 appointed Ms. Neha Poddar,
Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year
2024-25. The Secretarial Audit Report for the financial year ended March 31,2025 is annexed herewith as
Annexure -VI form parts of the Board’s Report

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditors in their Report.

Further, in terms of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Board
of Directors has, on the recommendation of the Audit Committee, approved the appointment of Ms. Neha
Poddar, Company Secretaries as the Secretarial Auditors of the Company, to hold office for a term of five
(5) consecutive years with effect from financial year 2025-26 to financial year 2029-30, subject to approval
of the Members of the Company at the ensuing AGM. Accordingly, a resolution seeking Members’
approval for appointment of Secretarial Auditors of the Company forms part of the Notice of the 30^th AGM
forming part of this Annual Report.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under
(including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the
Board of Directors of the Company, on recommendation of Audit Committee, at their meeting had
appointed M/s. Agarwal R C& Co., Chartered Accountants as an Internal Auditors of the Company for the
Financial Year 2024-2025, to conduct Internal Audit of the Company.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee
of the Company. During the year under review, the Internal Auditors carried out their functions as per the
scope of work assigned and placed their reports at the meetings of the Audit Committee.

The observations and suggestions of the Internal Auditors were reviewed, and necessary corrective/
preventive actions were taken in consultation with the Audit Committee.

Cost Auditor

The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is
not required to appoint a cost auditor for the financial year 2024-2025.

Extract of Annual Return

The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on
the website of the Company at continentalcontrol.in

Fraud’s reported by auditors other than those which are reportable to the central government u/s
143(12)

There were no frauds reported by the auditors under section 143(12) of Companies Act, 2013 during their
course of audit for the financial year 2024-2025.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE
EARNINGS AND OUTGO

In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of the Companies (Accounts)
Rules, 2014 the information pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo for the year ended 31^st March, 2025 is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILTIY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under,
every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified
in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its
rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act,
your Company is not required to constitute a Corporate Social Responsibility (“CSR”) Committee. During
the year, the provisions are not applicable to the Company.

LOANS AND INVESTMENTS

Details of loans, guarantees and investments made under the provisions of Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31^st March,
2025, are set out in the Standalone Financial Statements have been disclosed in the forming part of this
Annual Report.

RISK MANAGEMENT

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company
has laid down the procedures to inform to the Board about the risk assessment and minimization
procedures and the Board shall be responsible for framing, implementing and monitoring the risk
management plans for the Company. The main objective is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business. The Audit Committee of the Company has periodically reviewed the various risk associates
with business of the Company. Such review includes risk identification, evaluation and mitigation of the
risk.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company’s internal control systems are adequate and commensurate with the nature and size of the
Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

Compliance with applicable laws, regulations and management policies

During the year under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Company’s internal control
systems and monitors the implementation of audit recommendations. The Company had appointed M/s.
Agarwal R C& Co, Chartered Accountants as the Internal Auditor in compliance with section 138 of the
Companies Act, 2013. The scope of audit and the outcome of the audit are reviewed by Audit Committee
at regular intervals.

INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF’)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF established by the Government of
India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which
dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also
be transferred to the demat account of the IEPF Authority. During the year, the provisions are not
applicable to the Company.

Change in nature of Business

The Board of Directors at its meeting held on 12th April, 2025 approved the change in the Main Object
Clause of the Memorandum of Association of the Company, adopted the Memorandum of Association in
conformity with the provisions of the Companies Act, 2013, and altered the Articles of Association by
adopting a new set of Articles of Association of the Company. Subsequently, the approval of the
shareholders for the aforesaid alterations was obtained at the Extraordinary General Meeting held on 5th
May, 2025 through VC/OAVM. The Memorandum of Association of the Company sets out its main objects
as carrying on business in information technology and software development, automation and robotics,
financial and advisory services, mutual funds and asset management. The incidental objects empower the
Company to undertake consultancy, e-commerce, investment, real estate and infrastructure activities,
borrowing and lending, and to expand or collaborate in India and abroad.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION DURING THE YEAR

No material changes and commitments have occurred between the end of the financial year of the
Company and the date of this report which could affect the financial position of the Company

OPEN OFFER

M/s. Onelife Capital Advisors Limited (“Acquirer”) announced a mandatory open offer dated June 21,
2024in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, to acquire up to 15,98,027 equity shares, representing 26% of the voting share capital
of Continental Controls Limited (“Target Company”), from the public shareholders. The offer price was
fixed at ?4.00 per equity share, payable in cash, aggregating to a total consideration of approximately
?63.92 lakhs. This open offer triggered pursuant to the execution of a Share Purchase Agreement
dated March 6, 2024, under which the Acquirer agreed to acquire 24.56% of the shareholding

from the existing promoters, namely Mr. Navinchandra Gordhandas Thakkar, Mrs. Saroj
Navinchandra Thakkar, Mr. Samir Navinbhai Patel, and Shree Krishna Controls Private Limited
("Selling Promoter Shareholders”), of the Target Company. Swaraj Shares and Securities Private
Limited was appointed as the Manager to the Offer. Upon successful completion of the open
offer, the Acquirer’s total shareholding in the Target Company is 24.56%, thereby resulting in
change of control and reclassification of promoters in accordance with applicable SEBI
regulations.

SHIFTING OF REGISTERED OFFICE

The Registered office of the Company was shifted to A- 356/357, Road No.26, Wagle Industrial
Estate, MIDC, Thane (west), Maharashtra, India, 400604, w.e.f 12^th April, 2024 for operational
Convenience.The Company shares its registered office premises with Onelife Capital Advisors
Limited and other group companies.

ANNUAL EVALUATION BY THE BOARD

The Board, pursuant to the provisions of the Act and Listing Regulations, has carried out an
Annual Evaluation of its own performance, performance of the Board Committees and of the
individual Directors (including the Independent Directors) on various parameters.

The criteria for the evaluation of the performance of the Board, the Committees of the Board and
the individual Directors, including the Chairperson of the Board was approved by the Nomination
and Remuneration Committee ("NRC”) of the Company. The Board decided to circulate the set of
questionnaires for the performance evaluation to the directors and on the basis of those
questionnaires, the evaluation of the Board Committees and of the individual Directors (including
the Independent Directors) was done for the FY 2024-25.

The performance evaluation of the Non-Independent Directors and Chairman of the Board was
carried out by the Independent Directors in a separate meeting.

The Directors expressed their satisfaction with the evaluation process. Further, the evaluation
process confirms that the Board and its Committees continue to operate effectively and the
performance of the Directors is satisfactory

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177(10) of the Companies Act, 2013, the Company has in place a Vigil Mechanism
through a Whistle Blower Policy to promote ethical conduct and transparency. The mechanism provides a
framework for reporting concerns regarding fraud, mismanagement or unethical practices, with adequate
safeguards to ensure confidentiality and protection against victimization. A high-level Committee has been
constituted to review such complaints and reports directly to the Audit Committee and the Board. During
the financial year under review, no complaints were received under the Whistle Blower Policy.

ENVIRONMENTAL, SAFETY AND HEALTH

Your company is conscious of responsibility towards the environment and workplace safety. The Company
undertakes continuous initiatives to reduce its environmental footprint through efficient energy usage,
adoption of green IT practices, reduction of e-waste, and promotion of digital processes to minimize paper
consumption. Adequate safety measures are in place at all office locations to ensure a secure and healthy
work environment for employees. Regular awareness programs and training sessions are conducted to
reinforce workplace safety and environmental consciousness.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Company is committed to ensuring a safe, secure, and respectful workplace for all its employees. In
compliance with the provisions of the Prevention of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive policy
to prohibit, prevent, and redress any form of sexual harassment. An Internal Complaints Committee (ICC)
has been duly constituted to address grievances in a fair and transparent manner. Awareness and
sensitization programs are conducted at regular intervals to promote a culture of respect and gender
equality. The Board affirms that the Company continues to uphold a zero-tolerance approach towards
sexual harassment and remains dedicated to maintaining a work environment based on dignity and
inclusivity.

During the financial year ended March 31, 2025, Details required as per Rule 8 of Companies (Accounts)
Rules, 2014 are mentioned below:

Sr No.	Particulars	No. of Complaints
1.	Number of complaints of sexual harassment received during the year	Nil
2.	Number of complaints disposed off during the year	Nil
3.	Number of complaints pending for more than ninety days	Nil.

COMPLIANCE ON MATERNITY BENEFIT ACT ,1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended by the
Maternity Benefit (Amendment) Act, 2017, which mandates inter alia enhanced maternity leave benefits,
provision for creche facility (where applicable), and related welfare measures for women employees. xAll
eligible women employees are entitled to maternity benefits, including paid leaves, as prescribed under the
law. No complaints or grievances relating to maternity benefits were reported during the financial year 2024¬
25.

The Company is committed to fostering a safe, inclusive, and supportive work environment for its women
employees and ensures that all applicable laws safeguarding their rights and well-being are strictly followed.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT:

The Company does not have any of its securities lying in demat suspense account/ unclaimed suspense
account / Suspense Escrow account arising out of public /bonus / rights issue / expiration of period of 120
days from date of issuance of ''Letter of Confirmation’ by the RTA in terms of SEBI Circular No. SEBI / LAD -
NRO / GN /2022 / 66 dated 24 January 2022 read with SEBI Circular No SEBI / HO / MIRSD
/MIRSD_RTAMB / P/ CIR/ 2022 / 8 dated 25 January, 2022 in matters w.r.t issue of duplicate securities
certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate;
endorsement; subdivision / splitting of securities certificate; consolidation of securities certificates /folios;
transmission and transposition received from the shareholder / claimant. Hence, providing particulars
relating to aggregate number of shareholders and outstanding securities in suspense account and other
related matters are not required.

MANAGERIAL REMUNERATION

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing
remuneration in excess of limits set out in said rules forms part of this Directors’ Report in ‘Annexure V’ if
any.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN
FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going
concern status and future operation of the Company.

PARTICULARS OF CONTRACTS OR ARRANGMENTS MADE WITH THE RELATED PARTIES

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at
Arm’s Length basis. During the year under review, the Company has entered into contracts/ arrangements/
transactions with related parties which qualify as material in accordance with the Policy of the Company on
materiality of related party transactions.

The details of such related party transactions are available in the Notes to the Standalone financial
statements section of this Annual Report.

The details of related party transactions as required under provisions of section 134(3) of the Companies Act
2013 are provided in Form AOC-2, which is annexed to this Directors’ Report as ‘Annexure I.

CONFLICT OF INTERESTS

To maintain transparency, the Directors annually disclose their external board and committee roles, with
updates throughout the year. This practice supports the Company commitment to avoiding conflicts of
interest. The Members of the Board restrict themselves from any discussions and voting in transactions in
which they have concerns or interests.

CEO / CFO CERTIFICATION

As there is no CEO in the Company, CFO of the Company, Ms. Megha Raut has certified to the Board of
Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial
reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31 March, 2025
which is annexed to this Boards’ Report as ‘Annexure II.

INSIDER TRADING

The Company has instituted a mechanism to avoid Insider Trading and abusive self-dealing in the securities
of the Company. In accordance with the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 (‘SEBI PIT Regulations’), the Company has established systems and procedures
to prohibit insider trading activity and has framed the Code of Prohibition of Insider Trading (the “Code”). The
Code of the Company prohibits the designated employees from dealing in the securities of the Company on
the basis of any Unpublished Price Sensitive Information (UPSI), available to them by virtue of their position
in the Company. The objective of this Code is to prevent the misuse of any UPSI and prohibit any insider
trading activity to protect the interests of the shareholders at large. The Board of Directors of the Company
has adopted the Code and formulated the Code of Practices and Procedures for Fair Disclosure in terms of
the requirements of the SEBI PIT Regulations. The Company Secretary has been appointed as the
Compliance Officer for ensuring implementation of the Code. The Code is available on the website of the
Company at www.continentalcontrol.in.

Investor’s Correspondence

i. For transfer/dematerialization of shares
Purva Sharegistry (India) Private Limited
Unit No.9, Shiv Shakti Industrial Estate, Lower Parel (E ),

Mumbai - 400 011

Tele: 022 - 41343255, 41343256

Email: [email protected]

Note: Shareholders holding shares in electronic mode should address all correspondence to their
respective Depository Participants.

ii. Any query on Annual Report
Secretarial Department
Continental Controls Ltd.

Plot No. A 356/357, Road No. 26, Wagle Industrial Estate, MIDC,Thane (West) -
400604, Maharashtra, India
Email:[email protected]
Phone:[phone]

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the valuable assistance, cooperation and
continued support received from the Company’s bankers, financial institutions, government authorities,
customers, vendors, members, and other stakeholders during the year under review.

The Directors also acknowledge and appreciate the dedicated efforts, commitment, and contribution of the
employees at all levels, which have been instrumental in the Company’s growth and progress.

By Order of the Board of Directors
Continental Controls Limited

Sd/- Sd/-

Rajnish Kumar Pandey Lucy Maqbul Massey

Whole Time Director Director

DIN:01096119) (DIN: 09424796)

Date: 05.09.2025
Place: Thane

---

Mar 31, 2024

Your Directors present their 29^thAnnual Report on the business and operations of the Company and the accounts for the
Financial Year ended 31^st March, 2024.

STATE OF COMPANY’SAFFAIRS:

Your Company is in the business of sales and service of Thermal Overload Protector. It has a worldwide network, single sales
office, a warehouse and a work force of over 30 people that sell a single product to about 30 customers in India and Abroad.

FINANCIAL PERFORMANCE:

(Rs. In thousands)

Particulars	Standalone
	March 2024	March 2023
Income From Operations	-	59,722.34
Other Income	844.58	673.96
Total Income	844.58	60,396.31
Total Expenses	4744.75	78183.74
Profit/(Loss) Before Tax	(3900.17)	(17787.43)
Provision for taxation/Deferred tax Exp (Income)	(815.14)	(462.01)
Net Profit/(Loss) After Tax	(3,085.03)	(17,325.41)
Profit(Loss) of earlier years	0.00	0.00
Balance carried forward to the balance sheet	(3,085.03)	(17,325.41)

During the financial year 2023-24, the total income decreased to Rs.844.58 as compared to previous year’s total income of
Rs.60,396.31 There is a loss before tax of Rs.3,900.17 as compared to Previous Year loss before tax of Rs.17,787.43 in the
previous year since Revenue from operation has decreased to Nil as compared to the previous year’s Income of Rs. 59,722.34

**The figures mentioned above are in thousands.

DIVIDEND AND BOOK CLOSURE

The Board of Directors does not recommend dividend on equity shares for the current financial year.

The register of members and share transfer books will remain close from 24^thSeptember, 2024 to 30^th September, 2024 (both days
inclusive) for the 29^thAnnual General Meeting of the Company scheduled to be convened on Friday, 30^th September, 2024 at
Poush Krishna Gardens, Maljipada, Opp. Crown Petrol Pump, Ahmedabad Highway, Taluka, Vasai East, Dist Palghar - 401210.

FINANCIAL INFORMATION

Reserves& Surplus

As at 31st March, 2024 Reserves and Surplus amounted to Rs. (40,856.73) as compared to Rs. 37771.70 of previous year. The
said scenario is due to inadequate profitability during the year under review and contribution of losses by the company.

Long Term Borrowings

As at 31st March 2024 Long Term Borrowings as nil in the current financial year as compared to Rs. 21,794.37 during the
previous year.

Short Term Borrowings

As at 31st March 2024 Short Term Borrowings are nil in the current financial year as compared to Rs. 5,489.68 thousands during
the previous year.

Fixed Asset

Net Fixed Assets as at 31st March, 2024 are NIL as compared to Rs.41,408.070 in the previous year.

Investments

The Company has not made any investment in the current period under review.

**The figures mentioned under the Financial Information are in thousands.

SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of the capital . The authorized capital of the
company for the year ended 31st March,2024 is 9,15,00,000 (Nine Crore fifteen Lakhs )comprising of 9,15,000 shares.The paid
up share capital of your Company is Rupees /- (Rupees Six Crore Fourteen lakh sixty two thousand five hundred and sixty)
divided into 61,46,256 equity shares of Rupees 10/- each. There is no change in the paid up share capital structure during the
period under review.

MEETINGS BOARD OF DIRECTORS

The Board normally meets once in a quarter and additional meetings are held as and when required. During the year, the Board
of Directors met 5 times i.e. on 29/05/2023, 14/08/2023,30/08/2023, 25/10/2023 and 25/01/2023,18/03/2024 The dates of Board
Meetings were generally decided in advance with adequate notice to all Board Members.

APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL
(KMP):

During the year under review, there is no change in the composition of the Directors of the Company.

INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from Mr. Pradeep C. Gaglani,
Mr. Kanaiyalal S. Thakker, Mr. Haresh kumar S. Thakker, and Mrs. Keta R. Poojara Independent Directors confirming that they
meet the criteria of independence as specified in Section 149(6) of the Act.

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE
COMPANIES ACT, 2013.

The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and
adopted Code for Independent Directors and which contains policy on director’s appointment and remuneration including
criteria for determining qualification, positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under
the code of independent directors and provisions of section 178(3) of the Companies Act, 2013.

AUDIT COMMITTEE

The Company has an Independent Audit Committee comprising of 4(Four) Independent Directors and 1 (one) Executive
Director. Mr. Pradeep C. Gaglani, Mr. Kanaiyalal S. Thakker, Mr. Hareshkumar S. Thakker, Mrs. Keta R. Poojara and Mr.

Navinchandra G.Thakkar, Managing Director of the Company are Members of the Committee. The committee is chaired by Mr.
Pradeep Gaglani. All the members of the Audit Committee are financially literate. In view of their professional qOualification
and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference
of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report.

EVALUATION OF PERFORMANCE OF BOARD

During the year, a separate Meeting of Independent Directors of the Company was held on 18th March, 2024, which was
attended by all the Independent Directors to discuss and review the self-assessment of Directors, Board and Committees thereof
and also assess the quality, content and timeliness of flow of information between the Management and the Board.

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the
provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the
.requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are
not in compliance with the Chapter V of the Act is not applicable.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF
SECTION 149:

The Independent Directors of your company, i.e, Mr. Pradeep Gaglani, Mr. Kanaiyalal Thakkar and Mr. Haresh Thakkar & Mr.
Keta Poojara, have submitted their declaration of Independence, as required under Section 149(7) of the Companies Act, 2013
stating that they meet the criteria of independence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies HUMAN RESOURCES:

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to
business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate
office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the
culture where its employees are motivated and their performance is aligned with values. Company has achieved this present
level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity
and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity
and innovation and ensuring a climate of synergy and enthusiasm have been at the core of Human Resource initiatives and
interventions.Act, 2013 are not applicable to the Company as it is suffering losses since last three consecutive years; hence
disclosure in this regard is not provided.

COMPLIANCE WITH SECRETARIAL STANDARDS

(“SS-1 and SS-2”)

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI)
i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively.

MATERIAL CHANGES AND COMMITMENTS:

During the year 2023-2024, OneLife Capital Advisors Limited (Acquirer) made an open offer to the shareholders of the company
through Swaraj Shares and Securities Private Limited (Manager to the Open Offer) and the public announcement was made on
March 06.2024 for acquisition of upto 15,98,027 equity shares representing 26.00% of the voting share capital of the Target
Company at an offer price of Rs.4 per share to the public shareholders of the company payable in cash.

HOLDING COMPANY:

The Company has no Holding companies and hence company does not need to make disclosure of contracts or arrangements or
transactions not at arm’s length basis.

SUBSIDIARY COMPANIES:

The Company has no subsidiary companies and hence company does not need to make disclosure of contracts or arrangements
or transactions not at arm’s length basis.

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards
have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments 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 and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance
requirements set out by SEBI. The Company has implemented several best Corporate Governance Practices as prevalent globally.

In compliance with Regulation 17 to 27 of the Securities and Exchange Board Of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015 entered into with the Stock Exchanges, a Report on the Corporate Governance, along with
the certificate from the Statutory Auditors of the Company on compliance with the provisions of the said Clause is annexed and
forms part of the Annual Report.

LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY.

The Company has not granted any Loan and not made any guarantee, Investment under Section 186 of the Companies Act 2013
and therefore not required to comply with the same.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM
ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT.

During the year there was no related party transactions of material nature that may have a potential conflict with interests of the
Company, all transactions with related parties were in the normal course of business. On recommendation of Audit Committee
the Board ratifies all the related party transactions on quarterly basis. The details of the transaction is annexed herewith as
‘Annexure- I’ in the prescribed form AOC-2

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
ANDOUTGO

Energy conservation dictates how efficiently a company can conduct its operations. CCL has recognized the importance of
energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken
various energy efficient practices that have reduced the growth in carbon di-oxide (CO2) emissions and strengthened the
Company’s commitment towards becoming an environment friendly organisation. A dedicated ‘Energy Cell’ is focusing on
energy management and closely monitor energy consumption pattern across all manufacturing sites. Periodic energy audits are
conducted to improve energy performance and benchmark with other international refineries and petrochemicals sites.

CCL Focuses on (i) new products, processes and catalyst development to technologies for new businesses (ii) advanced
troubleshooting, and (iii) improvements in manufacturing plants.

The Company’s Export Earning and outgoing is:

	PARTICULARS	AMOUNT
	earning	Rs. 8,44,580
	outgoing	Rs. 47,44,750

EXTRACT OF ANNUAL RETURN

The company is not required to disclose the extract of annual return in form MGT-9.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it is suffering losses since last
three consecutive years; hence disclosure in this regard is not provided.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10))

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest
standards of professionalism, honesty, integrity and ethical behaviour. The directors are committed to comply with the laws and
regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws
and regulations in the organizational environment. In consonance with the object of transparency and good governance, the
board of directors of the company formulated and adopted “Whistle Blower Policy and Vigil Mechanism”

The organization’s internal controls and operating procedures are intended to detect and prevent improper activities. In this
regard, the Company believes in developing a culture where it is safe for all the Directors/Employees to raise concerns about any
poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical
treatment of all those who work in and with the organization.

The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity,
misconduct or unethical matters / dealings within the group which have a negative bearing on the organization either financially
or otherwise.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION
(SECTION 197(12))

Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the
companies (appointment and Remuneration of managerial personnel) rules, 2014 are provided in ‘Annexure-II’to the Board’s
Report.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES

Disclosures pertaining to remuneration to directors 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 Personnel) Rules, 2014 are provided in the Annual
Report.

Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the board of directors do hereby declare that:

(i) No any employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was
not less than One Crore Two Lakhs rupees;

(ii) No any employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which,
in the aggregate, was not less than eight lacs fifty thousand rupees per month;

(iii) No any employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two
percent of the equity shares of the company.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) and 53 (f) of the
Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges in India, is presented in a separate section forming part of the Annual Report.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under, Mr. Shravan A. Gupta, Practicing
Company Secretary was appointed to conduct the secretarial audit of our company for F.Y. 2023-24. The Secretarial Audit report
is given separately under Annexure III. There are qualifications or observations or other remarks made by the Secretarial Auditor
on the audit conducted by him in his Report.

STATUTORY AUDITOR

D. Kothary & Co, Chartered Accountants (Firm Registration No. 105335W) were the statutory auditors of the Company for the
financial year 2023-2024.

They were appointed as the statutory auditors of the company in the 28th Annual General Meeting of the members of the
company held on 30th September,2023 for a period of 5 years till the conclusion of the Annual General Meeting of the Financial
Year 2027-2028.

Explanations or Comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

1. By the Statutory Auditor in its report

The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in his Audit Report and
has given unmodified opinion.

2. By the Secretarial Audit Report in its report

The Secretarial Auditor has given qualification in his secretarial audit report is as follows:

Our response to the query/finding raised by auditor is that the company is under the process of maintaining the website of the
company as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,

Also the company is trying its best to find the best candidates for the position of Independent Director in place of the ones
who have completed the tenure and will ensure that the composition of the board of directors is as per the regulations of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015.Regulations,2015.

HUMAN RESOURCES

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to
business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate
office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the
culture where its employees are motivated and their performance is aligned with values. Company has achieved this present
level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity
and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity
and innovation and ensuring a climate of synergy and enthusiasm have been at the core of Human Resource initiatives and
interventions.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain
confidentiality of price sensitive information and internal financial control.

RISK MANAGEMENT

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and
periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk
management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of
Directors has not constituted a Risk Management Committee as is not mandatory to the company vide circular bearing number
CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management
system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their
respective areas of functioning and report to the Board and Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS INFUTURE

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year.

POLICY FOR SEXUAL HARRASMENT

The Company has always been committed to provide a safe and dignified work environment for its employees which is free of
discrimination, intimidation and abuse. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at
Workplace under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“Act”). The objective of this policy is to provide protection against sexual harassment of women at workplace and
for redressal of complaints of any such harassment. The Company has also constituted an Internal Complaints Committee
to redress the complaints received under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year under review:

- No of complaints received: Nil

- No of complaints disposed-off: NA
ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock
Exchanges for their continued support and cooperation. The Directors also wish to place on record their appreciation of the
contribution made by the business partners / associates at all levels.

By Order of the Board
Sd/-

Navin G.Thakkar

Chairman & Managing Director
DIN:00251210

Place : Mumbai
Date: 30^th May,2024

---

Mar 31, 2014

The Members,

The Directors have pleasure in placing before you the 19th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2014:

FINANCIAL HIGHLIGHTS

Rs. In Lacs PARTICULARS 2013-14 2012-13

Sales 361.13 326.09

Other Income 10.88 3.84

Profit before Finance cost, depreciation and tax 60.20 60.83 expenses

Finance Cost 15.59 18.61

Depreciation 27.22 27.33

Tax expenses (including deferred tax) 8.83 (3.26)

Profit after tax 8.56 18.73

Profit & Loss Account Balance B/f 15.56 (3.17)

Balance carried to the Balance Sheet 24.12 15.56

DIVIDEND

In view of the requirement of working capital for the Companies activities, the Directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company''s turnover has increased from Rs. 326.09 Lacs to Rs. 361.13 Lacs. The Net Profit Before tax is Rs. 17.39 Lacs against the last year profit of Rs. 15.47 lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company''s products continues to be good.

DIRECTORS

Mr. Amit N. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2014-15.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care 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 detecting fraud and other irregularities; and

iv) That the directors have prepared the annual accounts on a ''going concern'' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO {Section 217 (1) (e)l

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your Company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to Company''s operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology- Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 1.62 Lac (PY 102.33 Lacs) and utilized foreign exchange worth Rs. 158.26 Lacs (PY Rs. 113.35 Lacs).

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice.

RESUBMSSION OF DIRECTORS ON AUDITORS QUALIFICATION:

The observations made in the Auditors'' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board Navin G. Thakkar Chairman & Managing Director

Place : Mumbai Date : 28th May; 2014

Registered Office: Gala No. 202, Krishna House, Shailesh Udhyog Nagar, Opp. Nicholas Garage, Sativali Road, Waliv, Vasai (East) Dist. Thane- 401208

---

Mar 31, 2013

The Members,

The Directors have pleasure in placing before you the 18th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2013:

Rs Rs FINANCIAL HIGHLIGHTS

ACCOUNTING YEAR 2012-2013 2011-2012

Sales 326.09 320.00

Other Income 3.84 8.03

Profit before Finance cost, depreciation and tax 60.83 59.56 expenses

Finance Cost 18.61 17.36

Depreciation 27.33 26.98

Tax expenses (3.84) (6.39)

Profit after tax 18.73 21.60

Profit & Loss Account Balance B/f (3.17) (24.78)

Balance carried to the Balance Sheet 15.56 (3.17)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company''s turnover has increase from Rs. 320.00 Lacs to Rs. 326.09 Lacs. The Net Profit Before tax is Rs. 15.47 Lacs against the last year profit ofRs. 15.22 lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company''s products continues to be good.

DIRECTORS

Mr. Kanaiyalal S. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company''s shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2013-14.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 5 8-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care 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 detecting fraud and other irregularities; and

iv) That the directors have prepared the annual accounts on a ''going concern'' basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217 (DM}

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to Company''s operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology- Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 38.39 Lac''s and utilized foreign exchange worth Rs. 113.36 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice.

RESUBMISSION OF DIRECTORS ON AUDITOR''S QUALIFICATION;

The observations made in the Auditors'' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G. Thakkar

Chairman & Managing Director

Place : Mumbai

Date :30th May 2013

Registered Office:

Gala No. 202, Krishna House, ShaileshUdhyogNagar, Opp. Nicholas Garage, Sativali Road, Waliv, Vasai (East)Dist. Thane- 401208

---

Mar 31, 2012

The Directors have pleasure in placing before you the 17th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2012:

Rs Rs FINANCIAL HIGHLIGHTS (In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2011-2012 2010-2011

Sales 320.00 330.31

Other Income 8.03 17.25

Profit before Finance cost, depredation and tax 59.56 55.55 expenses

Finance Cost 17.36 12.32

Depreciation 26.98 27.69

Tax expenses (6.39) (3.41)

Profit after tax 21.60 18,96

Profit & Loss Account Balance B/f (24.78) (43.74)

Balance carried to the Balance Sheet (3,17) (24.78)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Company's turnover has decreased from Rs. 330.31 Lacs to Rs. 320.00 Lacs. The Net Profit Before tax is Rs. 15.22 Lacs against the last year profit of Rs. 15.54 lacs. ¦

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand for company's products continues to be good.

DIRECTORS

Mr. Kanaiyalal S. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2012-13.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care 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 detecting fraud and other irregularities; and

iv) That the directors have prepared the annual accounts on a 'going concern' basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION.

1 A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the Company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The Company gets information on latest technology on equipment/process, marketing etc. and this has been company's operations, continuously absorbed and adopted to suit to Company's operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

c) Details of Technology - Not Applicable.

C. Foreign Exchange Earning and Outflow:

During the year under review; your Company earned a foreign exchange of Rs. 103.22 Lacs and utilized foreign exchange worth Rs. 64.78 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice

RESUBMSSION OF DIRECTORS ON AUDITOR'S OULIFIC ATION:

The observations made in the Auditors' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G.Thakkar Chairman & Managing Director

Place : Mumbai.

Date :28th August; 2012 Registered Office:

Gala No. 202, Krishna House, Shailesh UdhyogNagar,

Opp. Nicholas Garage, Sativali Road,

Waliv, Vasai (East), Dist. Thane-401208

---

Mar 31, 2011

The directors have pleasure in placing before you the 6th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2011:

FINANCIAL HIGHLIGHTS Rs. Rs. (In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2010-2011 2009-2010

Sales 330.31 333.56

Other Income 17.25 18.28

Profit before interest, depreciation and 55.55 58.91 taxation

Interest 12.32 15.15

Depreciation 27.69 28.09

Provision for taxation (net) 3.41 (5.30)

Profit after tax 18.96 10.38

Profit & Loss Account Balance B/f (43.74) (54.25)

Excess provision of income tax & FBT 0.14

Balance carried to the Balance Sheet (24.78) (43.74)

DIVIDEND

In view of the requirement of working capital for the Companies activities, the directors have not recommended am distribution of dividend.

OPERATIONS

During the year under review the Company's turnover has decreased from Rs. 333.56 Lacs to Rs 33031 Lacs, The Net Profit Before tax is Rs. 15.54 Lacs against the last year profit of Rs. 15.68 lacs

CURRENT OUTLOOK & BUSINESS ACTTVITIES

Since the new plant is already commissioned, the Directors expect better capacity utilization and consequently good growth in export as well as local sales turnover. The demand tor company's products continues to be good.

DIRECTORS

Mr. Pradeep C. Gaglani retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Company's shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the financial Year 2011-12

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, Mumbai, is included in this Annual Report

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Chartered Accountant on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5.00,000/- per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2011 -

i) The applicable accounting standards have been followed along with

proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments 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 and of the profit or loss of the Company for the period ended 31st March. 2011.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956,, our Company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice and attached with this report.

RESUBMSSION OF DIRECTORS ON AUDITOR'S OULIHCATION:

The observations made in the Auditors' Report are self explanatory and the management is taking effective steps for the rectification.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the Company to hold the office from the date this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956

ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and cooperation received from bankers, employees auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members tor their continued support and confidence.

By Order of the Board Navin G.Thakkar Chairman &. Managing Director Place : Mumbai. Date : 27th August; 2011

Registered Office:

Gala No, 202, Shailesh Udhyog Nagar, Opp. Nicholas Garage, Sativali Road Waliv, Vasai (East) Dist. Thane- -101208

---

Mar 31, 2010

The directors have pleasure in placing before you the 15th Annual Report of the Company along with the Audited Accounts for the year ended 31st March, 2010:

FINANCIAL HIGHLIGHTS Rs. Rs.

(In Lakhs) (In Lakhs)

ACCOUNTING YEAR 2009-2010 2008-2009

Sales 333.56 250.02

Other Income 18.28 24.47

Profit before interest, depreciation and taxation 58.91 (72.41)

Interest 15.15 10.99

Depreciation 28.09 29.21

Provision for taxation (net) (5.30) (19.40)

Profit after tax 10,38 (93.21)

Profit & Loss Account on A/c of Demerger - 117.21

of Software Division

Profit and Loss Account balance B/f (54.25) (78.25)

Balance carried to the Balance Sheet (43.74) (54.25)

DIVIDEND

In view of the requirement of working capital for the companies activities, the directors have not recommended any distribution of dividend.

OPERATIONS

During the year under review the Companys turnover has increased from 250.02 Lacs to 333.56 Lacs. The Net Profit Before Interest, Depreciation and Tax is Rs. 58.91 Lacs against the last year loss of Rs. (72.41) Lacs.

CURRENT OUTLOOK & BUSINESS ACTIVITIES

Since the new plant is already commissioned, the Directors expect better capacity-Aitilization and consequently good growth in exports as well as local sales turnover. The demand for companys products continues to be good.

DIRECTORS

Mr. Samir N. Thakkar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

LISTING ON THE STOCK EXCHANGES

The Companys shares are listed with Bombay Stock Exchange Ltd. and the Company has paid the necessary listing fees for the Financial Year 2010-11.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year

under review, as stipulated under Clause 49 of the Listing

Agreement with Stock Exchange, Mumbai, is included in this

Annual.Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance together with Certificate from Practicing Company Secretary on its compliance is included elsewhere in this Annual Report.

FIXED DEPOSITS

The Company has not accepted or renewed any Fixed Deposits within the meaning of Section 58-A of the CompaniesAct, 1956.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956 are not annexed since there are no employees drawing remuneration of more than Rs.24,00,000/- per annum during the year under review, if employed for full year or more than Rs. 2,00,000/- per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that in the preparation of the annual accounts for the year ended 31st March 2010-

i) The applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

ii) That the directors had selected such accounting policies and applied them consistently and made judgments 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 and of the profit or loss of the Company for the period ended 3 lst March, 2010.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217 (I)(e))

A. Conservation of Energy:

Your Company operation does not involve intensive energy consumption. Despite not a heavy energy user, the company acknowledges its importance and hence adequate measures have been taken to reduce energy consumptions wherever possible.

B. Research & Development Technology Absorption:

a) Particulars of Research and Developments:

As business and technologies are changing constantly, continuous investments in research and development are of paramount importance. As a result of research efforts, your company has been able to develop processes and methodologies that have resulted in constant improvement in quality and productivity.

b) Particulars of Technology Absorption, Adoption and Innovation:

(i) The company gets information on latest technology on equipment/process, marketing etc. and this has been continuously absorbed and adopted to suit to companys operations.

(ii) Benefits derived as a result of the above efforts e.g, product improvement, cost reduction, product development, import substitution etc.

C. Foreign Exchange Earning and Outflow:

During the year under review; your company earned a foreign exchange of Rs. 197.15 Lacs and utilized foreign exchange worth Rs.80.01 Lacs.

SECRETARIAL COMPLIANCE REPORT

According to the provisions of section 383A of the Companies Act, 1956, our company has obtained the Secretarial Compliance Report from a Company Secretary in whole time practice and attached with this report.

RESUBMSSION OF DIRECTORS ON AUDITORS QULIFICATION:

The observations made in the Auditors Report in clause (i) (a) & (vii) are self explanatory and the management is taking effective steps for the rectification and therefore, do not call for any further comments under section 217 of the Companies (Amendment) Act, 2000.

AUDITORS

M/s. D. Kothary & Co., Chartered Accountants, the Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for the reappointment as Auditors of the company to hold the office from the date of this Annual General Meeting until the conclusion of the next Annual General Meeting. The Directors recommend reappointing M/s. D. Kothary & Co., as auditors of the Company. A certificate has been received from the Auditors to the effect that their reappointment, if made, would be within the prescribed limits u/s. 224 (IB) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your directors would 1 jk-e to express their sincere appreciation for the assistance and cooperation received from bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels. The Directors also place on record their gratitude to the Members for their continued support and confidence.

By Order of the Board

Sd/-

Navin G.Thakkar

Chairman & Managing Director

Place : Mumbai.

Date :30th August 2010

Registered Office:

GalaNo. 202, Krishna House,

Shailesh UdhyogNagar,

Opp. Nicholas Garage,

Sativali Road, Waliv,

Vasai (East), Dist.

Thane-401208