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Continental Petroleums Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
The Directors take pleasure in presenting their 39th Report and Audited Financial Statements of the Company for the
financial year 2024-25
1. Financial Review
Financial Result (Amount in Rs. Lac)
|
Particulars |
Year Ended 31st |
Year Ended |
|
Business Income |
11290.71 |
5302.91 |
|
Other Income |
142.09 |
195.16 |
|
Total Income |
11432.8 |
5498.07 |
|
Profit/(Loss) before Interest, Depreciation and Tax |
803.26 |
598.31 |
|
Less: Interest (finance cost) and Depreciation |
206.21 |
213.46 |
|
Profit/(Loss) before tax |
597.05 |
384.85 |
|
Exceptional Item |
- |
- |
|
Less: Current Tax |
154.57 |
83.68 |
|
Deferred Tax |
11.53 |
27.86 |
|
Profit/(Loss) for the period |
430.95 |
273.31 |
Notes: The above figures are extracted from the standalone financial statements prepared in compliance with the
Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified
under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015
(amended)] and other relevant provisions of the Act.
2. Financial Performance
During the year under review the Company has generated Rs. 11290.71 (In Lacs) as revenue from operations against
Rs.5,302.91 (In lacs) in the previous year. The profit After Tax (PAT) attributable to shareholders for financial year ended
31st March,2025 is Rs. 430.95 (In lacs) as against net profit of Rs.273.31 (In lacs) in the previous year.
3. State of Company''s Affairs
Information on Companies operations is given in the Management Discussion & Analysis Report forming part of this
Report.
4. Material Changes and Commitments Affecting the Financial Position of the Company which have occurred between
the end of the financial year of the company to which the financial statements relate and the date of the report
During the year under review, there were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year to which this financial statement relates and the date of
this Report. As such no specific details are required to be given or provided.
5. Change in Nature of Business. If any
As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts)
Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2024-25
and the Company continues to carry on its existing business.
6. Subsidiary/Associate/Joint Venture Company
During the reporting period no Company has become or ceased to be a subsidiary/joint venture or associate.
7. Dividend
Your directors do not recommend any dividend for the financial year ended on 31st March, 2025.
8. Transfer to Reserves
During the period under review, no amount has been transferred to any reserves.
9. Deposits
The Company has neither accepted nor renewed any Deposits mentioned under section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014 during the reporting period, although there were some transactions
made by the company not considered as deposit as per rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules,
2014.
10. Share Capital
The Current Capital Structure of the Company is given below:
Authorized Capital:
During the year, the Company sought and obtained the necessary approvals to increase its authorized share capital.
Pursuant to the resolution passed by the shareholders at the Extraordinary General Meeting held on 15-01-2025, the
authorised share capital of the Company was increased from existing Rs. 3,00,00,000/- (Rupees Three Crore Only)
divided into 60,00,000 (Sixty Lakhs) Equity Shares of face value of Rs. 5/- (Rupees Five only) each to Rs. 10,00,00,000/-
(Rupees Ten Crore only) divided into 2,00,00,000 (Two Crores) Equity Shares of face value of Rs. 5/- (Rupees Five only)
by the creation of additional Rs.7,00,00,000 (Rupees Seven Crore only) additional share capital ranking pari- passu in
all respect with the existing Equity shares of the Company.
Issued Capital:
The Issued Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One
Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares
of Rs. 5/- (Rupees Five only) each.
Subscribed & Paid-up Capital:
The Subscribed & Paid-up Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three
Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-
Four) Equity Shares of 5/- (Rupees Five only) each.
During the year under review; the Company has not issued any equity shares with differential rights, sweat equity
shares or bonus shares or any convertible instruments. The Company has only one class of Equity Share having a par
value of Rs. 5/-. Each holder of share is entitled to one vote per share with same rights.
The members of the Company on January 15, 2025, approved the preferential allotment of 48,55,460 warrants
convertible into equity shares of face value of Rs. 5/-, for cash, by way of a preferential Allotment, at an issue price of
Rs. 110/- per warrant in the Promoter and Non-Promoter Category and 6,44,540 warrants convertible into equity
shares of face value of Rs. 5/-, for cash, for consideration other than cash (i.e. swap of shares) towards payment of
the total consideration payable for the acquisition of 24,796 Equity Shares representing 49.58% shareholding of the
Unique Techno Associates Private Limited on a preferential basis to the shareholders of the Unique, who are also the
Promoter and Promoter Group of the Company at an issue price of Rs.110/-.
After the closing of FY 2024-2025,the Company has received 25% of the total consideration payable against each
warrant from the warrant holder consequently the Board of Directors on June 09, 2025 approved the allotment of
43,15,250 convertible warrants each convertible into or exchangeable for 1 fully paid up Equity Share of the Company
having a face value of Rs. 5/- each to the Promoter and Promoter Group and Non-Promoters for cash at an issue price
of Rs. 110/- (including a premium of Rs. 105/- per Warrant ) aggregating upto Rs. 474,677,500/-.
Further, the Board of Directors on June 09, 2025 approved the allotment of 4,97,250 convertible warrants each
convertible into or exchangeable for 1 fully paid up Equity Share of the Company having a face value of Rs. 5/- for
consideration other than cash (i.e. swap of shares) towards payment of the total consideration payable for the
acquisition of 19,127 Equity Shares representing 38.20% shareholding of the Unique Techno Associates Private Limited
to Promoter and Promoter Group of the Company at an issue price of Rs.110/- (including a premium of Rs. 105/- per
Warrant aggregating upto Rs. 54,697,500/- by way of preferential allotment.
11. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company, to the best of their
knowledge and belief and according to the information and explanations obtained by them, state that:
a. In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. They have selected such accounting policies, 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 loss of the
Company for that period;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
e. Necessary internal financial controls have been laid down by the Company and the same are commensurate with
its size of operations and that they are adequate and were operating effectively; and
f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
12. Details in respect of adequacy of Internal Financial Control with reference to the Financial Statements
The Company has adequate internal controls and processors in place with respect to its financial statements which
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements. The Company has a mechanism of testing the controls at regular intervals for their design and operating
effectiveness to ascertain the reliability and authenticity of financial information.
13. Corporate Social Responsibility (CSR)
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility
Committee.
However, for the year 2025-2026 company meets the criteria of Section 135 of the Companies Act, 2013 read with
the Companies (Corporate social Responsibility Policy) Rules, 2014. So, there is requirement to formulation of CSR
Policy and company has formulated CSR policy.
14. Details of Significant and Material Orders passed by the regulators or courts or tribunals impacting the going
concern status and company''s operations in future
No significant or material order has been passed by the Regulators/Courts or Tribunals which can impact the going
concern status and Company''s operation in future on achievements of operational and strategic goals, compliance
with policies, procedures applicable laws and regulations, and all assets and resources are acquired economically,
used efficiently and adequately protected.
15. Particulars of contracts or arrangements with Related Party
Related Party Transactions during the financial year 2024-25 were on arm''s length basis and in ordinary course of
business. They were all in compliance with the applicable provisions of the Companies Act, 2013 and the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). All such
transactions are placed before the Audit Committee for review/approval. The necessary omnibus approvals have been
obtained from Audit Committee wherever required. There were no material Related Party Contracts/
Arrangements/Transactions made by the Company during the year 2024-25 that would have required Shareholders''
approval under provisions of Section 188 of the Companies Act, 2013 or of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The Company has adopted a Related Party
Transactions Policy duly approved by the Board, which is uploaded on the Company''s website & may be accessed at
www.contol.in
Pursuant to the provisions of section 188 of the Act read with rules made there under and Regulation 23 of the Listing
Regulations, all Related Party Transactions entered into by your Company with related parties during the Financial Year
2024-25 were in the ordinary courses of business and at arm''s length basis.
Requisite prior approval of the Audit Committee was obtained in the meeting for related party transactions entered into
during financial year 2024-25 and the same was also placed before the Board for seeking their approval. Your Company
has not entered into any transactions with related parties which could be considered material in terms of Section 188 of
the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, is not applicable on the Company.
For the financial year 2025-26, the Board and the Audit Committee in their meeting held on 20th May, 2025 had granted
omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related
party transactions are placed before the Audit Committee on a quarterly basis.
16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars regarding conservation of Energy, Technology Absorption and foreign exchange earnings and expenditure
stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies(Accounts) Rule 2014 is annexed
as "Annexure 1" to the Board''s Report.
17. Particulars of Employees and related disclosures
The information and disclosures pertaining to remuneration and other details of employees, Directors and Key
Managerial Personnel as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 ("the MR Rules")is annexed herewith as "Annexure 2" forming
integral part of this report.
18. Management Discussion & Analysis Report
A detailed review of operations, performance and future outlook of the Company and its business is given under the
Management Discussion and Analysis Report which forms an integral part of this Report and is set out as a separate
section to this Annual Report.
19. Corporate Governance Report
Your Company is committed to good corporate governance practices. A separate report on Corporate Governance in
compliance with the provisions of Regulation 34 of the Listing Regulations read with Para C of Schedule V of the said
regulations, along with a certificate received from M/s R.P. Khandelwal & Associates, Chartered Accountants (FRN:
001795C)confirming that the Company is and has been compliant with the conditions stipulated under the Listing
Regulations forms part of the Annual Report.
20. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177(9) and177(10) of the Act read with Rule 7 of the Companies(Meetings of Board
and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted ''Whistle Blower
Policy for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud,
mismanagement and violation of Code of Conduct of the Company.
The Whistle Blower Policy may be accessed on the website of the Company at www.contol.in.
21. Risk Management
The Company has implemented an integrated risk management approach through which it reviews and assesses
significant risk on a regular basis to ensure that there is a robust system of risk controls and mitigation in place. Senior
management periodically reviews the risk management. The management is however, of the view that no risk element
is identified which in opinion of the Board may threaten the existence of the Company.
22. Auditors
a) Statutory Auditors and their report
M/s. RP Khandelwal & Associates (FRN: 001795C), Chartered Accountant was appointed as the Statutory Auditors of
the Company in the 36th AGM for a term of 5 years who shall hold office till the conclusion of 41st Annual General
Meeting to be held in the year 2027. They have audited the financial statements of the Company for the year under
review.
Auditors determines that the Company is providing a fair and accurate representation of its financial position by
examining financial transactions. They report to the shareholders and other stakeholders on the financial statements
of the Company.
Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the Statutory Auditors have
confirmed that they are not disqualified from continuing as Auditors of the Company.
During the year under review, no instance of fraud was reported by the Statutory Auditor of the Company in their
Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of
the Act.
The notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further
comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark. The Auditors in
their report for the financial year 2024-25 have given unmodified opinion.
b) Secretarial Auditor and their report
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and regulation 24A of the Listing Regulations, your Board had appointed CS Trishla
Gupta, Practicing Company Secretary as the Secretarial Auditor to conduct the Secretarial Audit of the Company for
the financial year 2024-25.
The Board in its meeting dated May 20, 2025 had re-appointed CS Trishla Gupta, Practicing Company Secretary as
Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2025-26.
The Secretarial Audit Report is issued in Form MR-3 by Trishla Gupta, Practicing Company Secretary, in respect of the
Secretarial Audit of the Company for the financial year ended on March 31, 2025, in relation to compliance of all
applicable provisions of the Companies Act, 2013, is set out in the "Annexure 3(i)" to this Annual Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Secretarial Compliance Report issued by CS Trishla Gupta for the financial year ended March 31, 2025, in relation
to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, pursuant to requirement of
Regulation of the Listing Regulations, is set out in "Annexure 3(ii)" to this Annual Report.
During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in their
Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of
the Act.
c) Internal Auditor
In accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of
the Listing Regulations, the Board of Directors of the Company had appointed Mr. Jitendra Shari, Chartered
Accountant, as Internal Auditors to conduct Internal Audit of the Company for the financial year 2024-25.
The Board in its meeting dated May 20, 2025 had appointed Mr. Jitendra Shari, Chartered Accountant, as Internal
Auditors of the Company to carry out Internal Audit of the Company for the financial year 2025-26.
During the year under review, no instance of fraud was reported by the Internal Auditor of the Company in their Audit
Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.
d) Reporting of Fraud by Auditors
During the financial year, none of the Auditors of the Company have reported any instances of frauds committed as
specified under section 143(12) of the Act.
e) Cost Auditors
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment
Rules, 2014, the maintenance of cost audit records is applicable on the company.
Pursuant to the provisions of Section 148(1) of the Companies Act, the Board of Directors has approved the
appointment of Mr. Babu Lal Maharwal (Proprietor of M/s MAHARWAL & ASSOCIATES) Cost Accountants bearing Firm
Registration No. 101556, as the Cost Auditor for the financial year 2025-26 at its Board meeting held on 11th
August,2025."
23. Disclosure on confirmation with the Secretarial Standards
Company has complied with the Secretarial Standards issued by Institute of Companies Secretaries of India (ICSI) on
Board Meetings (SS- 1) and General Meetings (SS-2).
24. Extract of Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on
the Company''s website at www.contol.in. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the
Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.
25. Human Resources
Company values its Human Resources the most. To keep their morale high, Company extends several welfare benefits
to the employees and their families by way of comprehensive medical care, education, housing and social security.
26. Managing grievances
Our Company''s Grievance Redressal Mechanisms ensure that all employees can raise issues and concerns as simply as
possible. The Whistle Blower Policy provide for reporting in confidence of issues like child labour, etc. During the year,
there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.
Further, as per the Child Labour (Prohibition &Regulation) Act 1986, Company takes due care about child labour and in
the management of the Company there is no employee whose age is below 18 years of age.
27. Directors/KMP
Board of Directors
The members of the Company''s Board of Directors are eminent persons of proven competence and integrity. Besides
experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of
commitment towards the Company and devote adequate time to the meetings and preparation.
The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other
Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting.
The Board/ Committee meetings are convened by giving appropriate notice well in advance to help them plan their
schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need
arises, the Board''s/ Committee''s approval is taken by passing resolutions through circulation or by calling Board/
Committee meetings at short notice, as permitted by law.
The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to
enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the
Management in this regard. The Board of Directors of the Company comprises of eight Directors, consisting of four
Independent Directors , three Executive Directors and one Women Director as on March 31, 2025 who brings in a wide
range of skills and experience to the Board.
During the Financial Year 2024-25 there was change in the Directors of the Company. Mr. Ram Nath Karol (DIN:00414741)
and Mr. Goverdhan Dass Sethi (DIN:01216222) retired as Independent Non-Executive Directors of Company with effect
from 4th September, 2024 upon completion of their second term of five consecutive years. The Board appreciated for
the services rendered by them during their tenure.
The Board on the recommendation of NRC and in accordance with the provisions of the Act and SEBI Listing Regulations,
appointed Mr. Shambhu Lal Gupta (DIN:10749486) and Mr. Ravi Jain (DIN:10750509) as additional and Non-Executive
Independent Directors on the Board for a tenure of 5 years from 28th September 2024 upto 3rd September, 2029, which
were further appointed as Independent Directors by the approval of the members at the Annual General Meeting held
on 28-09-2024.
Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and
Committees meetings and last Annual General Meeting, number of other directorships and other committee
memberships are given in the Corporate Governance Report forming part of this report.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company, Mr.
Navneet Khandelwal (DIN:00414636), Director of the Company, is liable to retire by rotation at ensuing 39th Annual
General meeting and being eligible, offers himself for reappointment.
Declaration from Independent Directors
Your Company having four (4) Independent Directors which are in accordance with the requirement of Listing Regulation
as well as under the Act.
The Company has received necessary declaration from all the Independent Directors to the effect that (i) they meet the
criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations and
there has been no change in the circumstances affecting their status as independent directors of the Company; (ii) They
have registered themselves with the Independent Director''s Database maintained by the IICA.
In the opinion of the Board, they fulfill the conditions specified in the Act and Rules made thereunder for the appointment
as Independent Directors and are Independent of the Management.
The Independent Directors have complied with the Code applicable for Independent Directors as stipulated under
Schedule IV of the Act.
The terms and conditions for the appointment of the Independent Directors are given on the website of the Company.
The Board is of the opinion that independent directors of the company fulfill the conditions specified in the Act and the
Listing Regulations and that they are independent of the management.
The details of the familiarization programs imparted to the Independent Directors are also covered in the Corporate
Governance Report forming part of this Annual Report.
Key Managerial Personnel
Mr. Madan Lal Khandelwal (Managing Director), Mr. Navneet Khandelwal (Chief Executive Officer), Mr. Vikrant
Khandelwal (Chief Financial Officer)and Mrs. Nandini Dhoot (Company Secretary cum Compliance Officer) are the Key
Managerial Personnel of the Company. During the year under review, there were changes to the Key Managerial
Personnel of the Company. Mrs. Nandini Dhoot had been appointed as Company Secretary cum Compliance Officer w.e.f
01-11-2024 due to resignation caused by Ms. Shefali Bidawatka on 31st July,2024.
28.Number of Meetings of Board of Directors
During the financial year 2024-25, the Board of Directors met 9 (nine) times. The details of the Board Meetings and the
attendance of the Directors are provided in the Corporate Governance Report which is a part of this report.
29. Meeting of Independent Directors
Your Company conducted a separate meeting of Independent Directors on 20thMarch, 2025 without the presence of the
Non-Independent Directors and members of Management of the Company.
At the said meeting, the Independent Directors discussed, among other matters, the performance of the Company and
risks faced by it, the flow of information to the Board and its committees, governance, compliance and performance of
Non-Independent Directors, the Board as a whole and of the Chairman.
30. Audit Committee
During the year under review, the Audit Committee was re-constituted and comprises of three Non-Executive Directors,
viz; Mr. Govind Sharan Khandelwal (DIN: 09519474), Mrs. Rekha Sharma (DIN: 09260368) and Mrs. Radhika Khandelwal
(DIN:00414678). The Chairman of the Committee is Mr. Govind Sharan Khandelwal. The composition and terms of
reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to
time. The details of Audit Committee Meetings and attendance of Committee Members are provided in the Corporate
Governance Report.
31.Nomination and Remuneration Committee
The Nomination and Remuneration Committee was re-constituted and comprises of three Non-Executive Directors, viz;
Mr. Govind Sharan Khandelwal (DIN: 09519474), Mrs. Rekha Sharma (DIN: 09260368) and Mrs. Radhika Khandelwal
(DIN:00414678). The Chairman of the Committee is Mr. Govind Sharan Khandelwal. The details of Nomination &
Remuneration Committee Meetings and attendance of Committee Members are provided in the Corporate Governance
Report.
32.Stakeholders Relationship Committee
During the year under review, the Stakeholders Relationship Committee was re-constituted and consists of Mrs. Radhika
Khandelwal (DIN: 00414678), Non-Executive Director acting as Chairperson of the Committee and Mrs. Rekha Sharma
(DIN: 09260368) and Mr. Govind Sharan Khandelwal (DIN: 09519474), Independent Directors, as members of the
Committee. The details of Stakeholders Relationship Committee Meetings and attendance of Committee Members are
provided under Corporate Governance Report.
33. Policy on directors'' appointment and remuneration and other details
Company firmly believes in nurturing a people friendly environment, which is geared to drive the organization towards
high and sustainable growth. Each and every personnel working with Company strives to achieve the Company''s vision
of being the best in the industry. Its Remuneration Policy is therefore designed to achieve this vision. The policy has been
approved by the Board on the recommendation of Nomination cum Remuneration Committee. The policy is applicable
to Directors, Key Managerial Personnel (KMP) and other employees.
The directors and KMPs are appointed on the recommendation of Nomination cum Remuneration Committee in terms
of Companies Act, 2013. The factors for deciding the Remuneration of working directors, KMPs and senior executives
includes, responsibility and profile of Individual, remuneration packages of peer group, accolades and recognition
conferred on the individual, performance of the sector in which company operates, overall performance of the Company.
The Remuneration Policy can be accessed on the website of the Company at www.contol.in
34. Familiarization programme for Independent Directors
In order to acquaint the new directors with the Company, a detailed presentation is given to them at the time of their
appointment which covers their role, duties and responsibilities, Company''s strategy, business model, operations,
markets, organizational structure, products, etc. A detailed presentation along similar lines is sent to existing
Independent Directors every year to keep them appraised of the above details. As part of Board discussions,
presentation on performance of the Company is made to the Board during its meeting(s). Plant visits are also arranged
for Independent Directors from time-to time for better understanding of the Company''s operations. The details of
such familiarization programmes for Independent Directors are posted on the website of the Company and can be
accessed at www.contol.in
35. Code of conduct
To comply with the requirements of Regulation 17(5)of the Listing Regulation, the Company has adopted Code of
Conduct for Board of Directors and Senior Management Personnel ("the Code").
All Board members and senior management personnel have confirmed compliance with the Code for the year 2024-25.
A declaration signed by the Managing Director of the Company to this effect is placed at the end of this report.
The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in
professional, courteous and respectful manner. The code is displayed on the Company''s website.
36. Performance Evaluation of Board, Its Committees & Individual Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its
committees, and evaluation of individual Directors including Independent Directors. The Independent Directors had
carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of
the Company taking into account the views of Executive and Non-Executive Directors. The Nomination and Remuneration
Committee of the Board of Directors evaluated the performance of every Director. The performance is evaluated on the
basis of number of Board and Committee meetings attended by individual Director, participation of each director in the
affairs of the company, duties performed by each Director and targets achieved by company during the year. The
Board/committee/directors found that the evaluation is satisfactory and no observations were raised from the said
evaluation in current year as well as in previous year.
37. Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013(POSH Act)
The Company has zero tolerance for sexual harassment at workplace and has a policy on prevention, prohibition and
redressal of sexual harassment at workplace in the line of provisions of Sexual Harassment of women at work place
(Prevention, Prohibition and Redressal), Act, 2013 and the rules framed there under. Internal Complaints Committee
(ICC) has been set up to redress complaints received regarding sexual harassment. The following is the summary of
complaints received and disposed of during the financial year:
|
Number of sexual harassment complaints received |
NIL |
|
Number of complaints disposed of |
NIL |
|
Number of complaints pending for more than 90 days |
NIL |
38. Compliance under the Maternity Benefit Act, 1961
The Company affirms that it has complied with the applicable provisions of the Maternity Benefit Act,
1961, including but not limited to:
a) Grant of maternity leave to eligible employees,
b) Provision for nursing breaks, and
c) Ensuring protection against dismissal during maternity leave and other associated entitlements.
39. Particulars of loans, guarantees or investments by the company
During the period under review the Company did not give any Loans, Guarantee and made Investments under section 186
of the Companies Act, 2013.
40.Other Matters
⢠There were no transactions during the year under review regarding Buyback of shares.
⢠There were no transactions during the year under review regarding Issue of shares (including sweat equity shares)
to employees of the Company under any scheme.
⢠No application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year.
⢠There was no instance of one-time settlement with any Bank or Financial Institution.
Acknowledgement
The Board of directors of your Company acknowledges its sincere appreciation for the support extended by various
departments of Central and State Government and others. The Board also takes this opportunity to express its deep
gratitude for the continuous support received from the Shareholders.
For & on Behalf of Board of Directors
CONTINENTAL PETROLEUMS LIMITED
Sd/-
Madan Lal Khandelwal
Chairman & Managing Director
DIN:00414717
Date: 5th September, 2025
Place: Jaipur
Mar 31, 2024
The Directors take pleasure in presenting their 38th Report and Audited Financial Statements of the Company for the financial year 2023-24
|
Financial Result |
(Amount in Rs. Lac) |
||
|
Particulars |
Year Ended 31st March, 2024 |
Year Ended 31st March, 2023 |
|
|
Business Income |
5302.91 |
9,835.53 |
|
|
Other Income |
195.16 |
13.01 |
|
|
Total Income |
5498.07 |
9,848.54 |
|
|
Profit/{Loss) before Interest, Depreciation and Tax |
598.31 |
750.84 |
|
|
Less: Interest (finance cost) and Depreciation |
213.46 |
202.54 |
|
|
Profit/(Loss) before tax |
384.85 |
548.30 |
|
|
Exceptional Item |
- |
- |
|
|
Less: Current Tax |
83.68 |
105.05 |
|
|
Deferred Tax |
27.86 |
48.97 |
|
|
Profit/(Loss) for the period |
273.31 |
394.29 |
|
Notes: The above figures are extracted from the standalone financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions of the Act.
During the year under review the Company has generated Rs. 5,302.91 (In Lacs) as revenue from operations against Rs. 9,249.60 (In lacs) in the previous year. The profit After Tax (PAT) attributable to shareholders for financial year ended 31st March, 2024 is Rs. 273.31 (In lacs) as against net profit of Rs. 394.29 (In lacs) in the previous year.
3. State of Company''s Affairs
Information on Companies operations is given in the Management Discussion & Analysis Report forming part of this Report.
4. Material Changes and Commitments Affecting the Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report. As such no specific details are required to be given or provided.
5. Change in Nature of Business. If any
As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24 and the Company continues to carry on its existing business.
6. Subsidiary/Associate/Joint Venture Company
During the reporting period no Company has become or ceased to be a subsidiary/joint venture or associate.
Your directors do not recommend any dividend for the financial year ended on 31st March, 2024.
During the period under review, no amount has been transferred to any reserves.
During the reporting period the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has accepted loan from Directors of the Company specified in notes to financial statements covered under Rule 2(l)(c)(viii) of the Companies (Acceptance of Deposits) Rules,
2014 and the Declaration from them that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others has been obtained.
The Current Capital Structure of the Company is given below:
The Authorised Capital of the Company is Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 60,00,000 (Sixty Lakhs) Equity Shares of face value of Rs. 5/- (Rupees Five only) each.
The Issued Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares of Rs. 5/- (Rupees Five only) each.
The Subscribed &Paid-up Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares of 5/- (Rupees Five only) each.
During the year under review; the Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares or any convertible instruments.
The Company has only one class of Equity Share having a par value of Rs. 5/-. Each holder of share is entitled to one vote per share with same rights.
11. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:
a. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. They have selected such accounting policies, 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 loss of the Company for that period;
c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The annual accounts have been prepared on a going concern basis.
e. Necessary internal financial controls have been laid down by the Company and the same are commensurate with its size of operations and that they are adequate and were operating effectively; and
f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. Details in respect of adequacy of Internal Financial Control with reference to the Financial Statements
The Company has adequate internal controls and processors in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.
13. Corporate Social Responsibility (CSR)
As the company does not fall under the criteria specified under section 135 (Corporate Social Responsibility) of the Companies Act, 2013, hence section 135 and rules made thereunder and disclosure required to made pursuant to said provisions are not applicable to the company.
14. Details of Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
No significant or material order has been passed by the Regulators/Courts or Tribunals which can impact the going concern status and Company''s operation in future on achievements of operational and strategic goals, compliance with policies, procedures applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.
15. Particulars of contracts or arrangements with Related Party
Related Party Transactions during the financial year 2023-24 were on arm''s length basis and in ordinary course of business. They were all in compliance with the applicable provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). All such transactions are placed before the Audit Committee for review/approval. The necessary omnibus approvals have been obtained from Audit Committee wherever required. There were no material Related Party Contracts/ Arrangements/Transactions made by the Company during the year 2023-24 that would have required Shareholders'' approval under provisions of Section 188 of the Companies Act, 2013 or of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The Company has adopted a Related Party Transactions Policy duly approved by the Board, which is uploaded on the Company''s website & may be accessed at www.contol.in
Pursuant to the provisions of section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Related Party Transactions entered into by your Company with related parties during the Financial Year 2023-24 were in the ordinary courses of business and at arm''s length basis.
Requisite prior approval of the Audit Committee was obtained in the meeting for related party transactions entered into during financial year 2023-24 and the same was also placed before the Board for seeking their approval. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, is not applicable on the Company.
For the financial year 2024-25, the Board and the Audit Committee in their meeting held on 27th May, 2024 had granted omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis.
16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars regarding conservation of Energy, Technology Absorption and foreign exchange earnings and expenditure stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rule 2014 is annexed as "Annexure 1" to the Board''s Report.
17. Particulars of Employees and related disclosures
The information and disclosures pertaining to remuneration and other details of employees, Directors and Key Managerial Personnel as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the MR Rules") is annexed herewith as "Annexure 2" forming integral part of this report.
18. Management Discussion & Analysis Report
A detailed review of operations, performance and future outlook of the Company and its business is given under the Management Discussion and Analysis Report which forms an integral part of this Report and is set out as a separate section to this Annual Report.
19. Corporate Governance Report
Your Company is committed to good corporate governance practices. A separate report on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Para C of Schedule V of the said regulations, along with a certificate received from M/s R.P. Khandelwal & Associates, Chartered Accountants (FRN: 001795C) confirming that the Company is and has been compliant with the conditions stipulated under the Listing Regulations forms part of the Annual Report.
20. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted âWhistle Blower Policyâ for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company.
The Whistle Blower Policy may be accessed on the website of the Company at www.contol.in.
The Company has implemented an integrated risk management approach through which it reviews and assesses significant risk on a regular basis to ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews the risk management. The management is however, of the view that no risk element is identified which in opinion of the Board may threaten the existence of the Company.
22. Auditorsa) Statutory Auditors and their report
M/s. RP Khandelwal & Associates (FRN: 001795C), Chartered Accountant was appointed as the Statutory Auditors of the Company in the 36th AGM for a term of 5 years who shall hold office till the conclusion of 41st Annual General Meeting to be held in the year 2027. They have audited the financial statements of the Company for the year under review.
Auditors determines that the Company is providing a fair and accurate representation of its financial position by examining financial transactions. They report to the shareholders and other stakeholders on the financial statements of the Com pany.
Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
During the year under review, no instance of fraud was reported by the Statutory Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.
The notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2023-24 have given unmodified opinion.
b) Secretarial Auditor and their report
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the Listing Regulations, your Board had appointed CSTrishla Gupta, Practicing Company Secretary as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24.
The Board in its meeting dated May 30, 2024 had re-appointed CS Trishla Gupta, Practicing Company Secretary as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report is issued in Form MR-3 by CS Trishla Gupta, Practicing Company Secretary, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, in relation to compliance of all applicable provisions of the Companies Act, 2013, is set out in the "Annexure 3(i)" to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Secretarial Compliance Report issued by CS Trishla Gupta for the financial year ended March 31, 2024, in relation to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, pursuant to requirement of Regulation of the Listing Regulations, is set out in "Annexure 3(ii)" to this Annual Report.
During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.
In accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, the Board of Directors of the Company had appointed M/s Gupta Chordia & Associates, as Internal Auditors to conduct Internal Audit of the Company for the financial year 2023-24.
The Board in its meeting dated May 30, 2024 had appointed Mr. Jitendra Shari, Chartered Accountant, as Internal Auditors of the Company to carry out Internal Audit of the Company for the financial year 2024-25.
During the year under review, no instance of fraud was reported by the Internal Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.
d) Reporting of Fraud by Auditors
During the financial year, none of the Auditors of the Company have reported any instances of frauds committed as specified under section 143(12) of the Act.
Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not so made and maintained.
23. Disclosure on confirmation with the Secretarial Standards
Company has complied with the Secretarial Standards issued by Institute of Companies Secretaries of India (I CS I) on Board Meetings (SS-1) and General Meetings (SS-2).
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.contol.in. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.
Company values its Human Resources the most. To keep their morale high; Company extends several welfare benefits to the employees and their families by way of comprehensive medical care, education, housing and social security.
Our Company''s Grievance Redressal Mechanisms ensure that all employees can raise issues and concerns as simply as possible. The Whistle Blower Policy provide for reporting in confidence of issues like child labour, etc. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.
Further, as per the Child Labour (Prohibition ^Regulation) Act 1986, Company takes due care about child labour and in the management of the Company there is no employee whose age is below 18 years of age.
27. Directors/KMP Board of Directors
The members of the Company''s Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.
The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/ Committee meetings are convened by giving appropriate notice well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board''s/ Committee''s approval is taken by passing resolutions through circulation or by calling Board/ Committee meetings at short notice, as permitted by law.
The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in this regard. The Board of Directors of the Company comprises of eight Directors, consisting of four Independent Directors, three Executive Directors and one Women Director as on March 31, 2024 who brings in a wide range of skills and experience to the Board.
During the Financial Year 2023-24 there is no change in the Directors of the Company.
Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the Corporate Governance Report forming part of this report.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
Mr. Ram Nath Karol (DIN: 00414741), retired as an Independent Non-Executive Director of your Company with effect from 04th September, 2024 upon completion of his second term of five consecutive years. Your Directors wish to place on record their appreciation for the contribution made by Mr. Ram Nath Karol during his tenure as an Independent Non-Executive Director of your Company.
Mr. Goverdhan Dass Sethi (DIN: 01216222), retired as an Independent Non-Executive Director of your Company with effect from 04th September, 2024 upon completion of his second term of five consecutive years. Your Directors wish to place on record their appreciation for the contribution made by Mr. Goverdhan Dass Sethi during his tenure as an Independent Non-Executive Director of your Company.
The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Mr. Shambhu Lai Gupta (DIN: 10749486) and Mr. Ravi Jain (DIN: 10750509) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from 28th September 2024 up to 3rd September, 2029 subject to approval of Members at this AGM. They shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.
In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.
In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company, Mrs. Radhika Khandelwal (DIN: 00414678) Director of the Company is liable to retire by rotation at the ensuing 38th Annual General Meeting of the Company and being eligible offer herself for reappointment.
Declaration from Independent Directors
Your Company having four (4) Independent Directors which are in accordance with the requirement of Listing Regulation as well as underthe Act.
The Company has received necessary declaration from all the Independent Directors to the effect that (!) they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(l)(b) of Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company; (ii) They have registered themselves with the Independent Director''s Database maintained by the MCA.
In the opinion of the Board, they fulfill the conditions specified in the Act and Rules made thereunder for the appointment as Independent Directors and are Independent of the Management.
The Independent Directors have complied with the Code applicable for Independent Directors as stipulated under Schedule IV of the Act.
The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that independent directors of the company fulfill the conditions specified in the Act and the Listing Regulations and that they are independent of the management.
The details of the familiarization programs imparted to the Independent Directors are also covered in the Corporate Governance Report forming part of this Annual Report.
Mr. Madan Lai Khandelwal (Managing Director), Mr. Navneet Khandelwal (Chief Executive Officer), Mr. Vikrant Khandelwal (Chief Financial Officer) and Ms. Shefali Bidawatka (Company Secretary cum Compliance Officer) are the Key Managerial Personnel of the Company. During the year under review, there were no changes to the Key Managerial Personnel of the Company. Subsequent to the review period, Ms. Shefali Bidawatka (Company Secretary cum Compliance Officer) has resigned from the post w.e.f. 31st July 2024.
28. Number of Meetings of Board of Directors
During the financial year 2023-24, the Board of Directors met 5 (five) times. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is a part of this report.
29. Meeting of Independent Directors
Your Company conducted a separate meeting of Independent Directors on 04th March, 2024 without the presence of the NonIndependent Directors and members of Management of the Company.
At the said meeting, the Independent Directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board and its committees, governance, compliance and performance of Non-Independent Directors, the Board as a whole and of the Chairman.
The Audit Committee comprises of three Non-Executive Directors, viz; Ram Nath Karol (DIN: 00414741), Mr. Goverdhan Dass Sethi (DIN:01216222) and Mrs. Radhika Khandelwal (DIN:00414678). The Chairman of the Committee is Mr. Ram Nath Karol. The composition and terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The details of Audit Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.
31.Nomination and Remuneration Committee
The Nomination & Remuneration Committee comprises of Mr. Ram Nath Karol (DIN:00414741) as Chairman and Mr. Goverdhan Dass Sethi (DIN:01216222) and Mrs. Radhika Khandelwal (DIN: 00414678) as members of the Committee. The details of Nomination & Remuneration Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.
32.Stakeholders Relationship Committee
The Stakeholders Relationship Committee consists of Mrs. Radhika Khandelwal (DIN: 00414678), Non-Executive Director acting as Chairperson of the Committee and Mr. Goverdhan Dass Sethi (DIN:01216222) and Mr. Ram Nath Karol (DIN:00414741), Independent Directors, as members of the Committee. The details of Stakeholders Relationship Committee Meetings and attendance of Committee Members are provided under Corporate Governance Report.
33. Policy on directors'' appointment and remuneration and other details
Company firmly believes in nurturing a people friendly environment, which is geared to drive the organization towards high and sustainable growth. Each and every personnel working with Company strives to achieve the Company''s vision of being the best in the industry. Its Remuneration Policy is therefore designed to achieve this vision. The policy has been approved by the Board on the recommendation of Nomination cum Remuneration Committee. The policy is applicable to Directors, Key Managerial Personnel (KMP) and other employees.
The directors and KMPs are appointed on the recommendation of Nomination cum Remuneration Committee in terms of Companies Act, 2013. The factors for deciding the Remuneration of working directors, KMPs and senior executives includes, responsibility and profile of Individual, remuneration packages of peer group, accolades and recognition conferred on the individual, performance of the sector in which company operates, overall performance of the Company. The Remuneration Policy can be accessed on the website of the Company at www.contol.in
34. Familiarization programme for Independent Directors
In order to acquaint the new directors with the Company, a detailed presentation is given to them at the time of their appointment which covers their role, duties and responsibilities, Company''s strategy, business model, operations, markets, organizational structure, products, etc. A detailed presentation along similar lines is sent to existing Independent Directors every year to keep them apprised of the above details. As part of Board discussions, presentation on performance of the Company is made to the Board during its meeting(s). Plant visits are also arranged for Independent Directors from time-to time for better understanding of the Company''s operations. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.contol.in
To comply with the requirements of Regulation 17(5)of the Listing Regulation, the Company has adopted Code of Conduct for Boa rd of Directors and Senior Management Personnel ( âthe Codeâ ).
All Board members and senior management personnel have confirmed compliance with the Code for the year 2023-24. A declaration signed by the Managing Director of the Company to this effect is placed at the end of this report.
The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Company''s website.
36. Performance Evaluation of Board, Its Committees & Individual Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its committees, and evaluation of individual Directors including Independent Directors. The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and NonExecutive Directors. The Nomination and Remuneration Committee of the Board of Directors evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of each director in the affairs of the company, duties performed by each Director and targets achieved by compa ny during
the year. The Board/committee/directors found that the evaluation is satisfactory and no observations were raised from the said evaluation in current year as well as in previous year.
37. Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has a policy on prevention, prohibition and redressal of sexual harassment at workplace in the line of provisions of Sexual Harassment of women at work place (Prevention, Prohibition and Redressal), Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint of sexual harassment was received during the financial year 2023-24.
38. Particulars of loans, guarantees or investments by the company
During the period under review the Company did not give any Loans, Guarantee and made Investments under section 186 of the Companies Act, 2013.
⢠There were no transactions during the year under review regarding Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.
⢠There were no transactions during the year under review regarding Buyback of shares.
⢠No application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
⢠There was no instance of one-time settlement with any Bank or Financial Institution.
The Board of directors of your Company acknowledges its sincere appreciation for the support extended by various departments of Central and State Government and others. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders.
Mar 31, 2015
Dear members,
The Directors have pleasure in presenting the Annual Report together
with Audited Accounts for the year ended 31 st March, 2015.
FINANCIAL RESULTS (in Rs )
Particulars Year Ended Year Ended
31st March, 31st March,
2015 2014
Sales 24,91,73,023 24,82,28,591
Other Income 2,82,33,476 2,62,96,286
Total expenditure 26,58,15,977 26,29,89,145
Profit before interest,
Dep. And tax 1,15,90,552 1,15,35,732
Interest 15,98,545 13,53,271
Depreciation 15,59,766 16,31,225
Net profit before tax 84,32,211 85,51,434
Net profit aftertax 64,22,479 51 ,66,304
Profit brought forward 2,53,86,032 2,02,19,728
Net Profit carried forward
to Balance Sheet 3,18,08,511 2,53,86,032
DIVIDEND
The Company has not declared dividend for the financial year 2014-15.
RESERVES
No amount is carried to any reserves during the period under review.
OPERATIONS
During the year under review the Company has achieved a higher turnover
of Rs. 24,91,73,023/- as against Rs. 24,82,28,591 /- in the previous
year. The net profit of the company is Rs. 64,22,479/-as against net
profit of Rs. 51 ,66,304/- in the previous year. There was an increase
in net profit by 24.31 % which was mainly due to increase in other
income.
FUTURE PROSPECTS
The year 2014-15 has seen downfall in some of the areas of the Indian
economy. One of the major features of the fiscal year was the
unfavorable market condition. However, the company expects good
performance even after stiff competition with big players. The Company
is still hopeful to expect better performance in new products recently
launched by company.
DEPOSITS
The Company has not accepted any deposits during the year under review
or in earlier years.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYTHE COMPANY:
Details of loans, guarantees and investments, if any, covered under the
provisions of section 186 of the Companies act, 2013 are given in the
notes to the financial statements.
SIGNIFICANT AND MATERIAL ORDERS
No significant or material order has been passed by the Regulators
/Courts or Tribunals which can impact the going concern status and
Company's operation in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There were no material changes occurred subsequent to the close of
financial year of the company to which the balance sheet relates and
the date of the report which can affect the financial position of the
Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act,
2013, your Directors state that:
1. In preparation of the annual accounts for the financial year ended
31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
2. They 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 31st march ,2105 and of
the profit or loss of the Company for that period;
3. They have taken proper and sufficient care for the maintenance of
proper accounting records in accordance with the provisions of the
companies Act, 2013 and rules made thereunder for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities.
4. They have prepared the annual accounts for the financial year ended
31st March, 2015 on a going concern basis.
5. They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively.
6. The directors had devised proper and systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed M/s Mahendra Khandelwal & Company, Company
Secretaries in Whole-time Practice, to carry out Secretarial Audit of
the Company under the provisions of Section 204 of the Companies Act
2013. The Report of Secretarial Auditor is annexed with this report as
Annexure-lll.
RELATED PARTY TRANSACTIONS:
ALL the related party transactions that were entered in to during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no material / significant related party
transaction made by the Company which has a potential conflict with the
interest of the Company at large and disclosure in form AOC-2 is given
as required. The Board has framed a policy on related party
transaction.
HUMAN RESOURCES
Company values its Human Resources the most. To keep their morale high,
company extends several welfare benefits to the employees and their
families by way of comprehensive medical care, education, housing and
social security.
EXTRACTS OF ANNUAL RETURN:
Extracts of annual return is annexed to this report as Annexure-I
CORPORATE SOCIAL RESPONSIBILITY
The Provisions of Companies Act, 2013 relating to corporate social
responsibility does not apply to the company.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The company has zero tolerance for sexual harassment at work places and
has in place a policy on prevention , prohibition and redressal of
sexual harassment at work place in the line of provisions of Sexual
Harassment of women at work place (Prevention , prohibition and
redressal), Act, 2013and the rules framed there under. At present
company has no women worker in service.
DOCUMENTS PLACED ON THE WEBSITE (www.conpetco.com)
The following documents have been placed on the website in compliance
with the Act:
* Financial statements of the Company.
* Code of conduct for insider trading and corporate disclosure
practices.
* Shareholding patterns.
* Annual Reports.
DIRECTORS
Smt. Radhika Khandelwal, Director of the Company, is retiring by
rotation at ensuing Annual General meeting and being eligible, offers
herself for reappointment. The company has independent Directors on the
Board and also one women Director as per requirement of Companies Act,
2013.
APPOINTMENT, REMUNERATION AND EVALUATION OF DIRECTORS
The Board has based on recommendations of the Nomination and
Remuneration committee laid down following policies:
(i) Appointment and removal of Directors, KMP and Senior Management;
* The NRC will have the responsibility and authority to decide the
essential and desirable skills/competencies/Experience/criteria of
independence required from the individuals for the office of director,
KMP and senior management Personnel.
* The experience required from Directors, KMP and Senior Management
personnel.
* The NRC will review the criteria for the role and define the role
specifications for the appointment.
* The NRC shall review the criteria for the role and define the role
specifications for appointment.
* In case of directors and KMP, in addition to above specifications the
NRC shall ensure that the candidate possesses the requisite
qualifications and attributes as per Applicable laws.
(i) Identifying candidates who are qualified to become Directors , KMP
and senior Management personnel:
* The NRC may assign the responsibility of identifying the candidates
for the final interview by the
NRC to the following;
a) To the Managing Director / whole time Director and Chairman of NRC
in case of selection of directors and
b) To the Managing Director/ whole time Director in case of selection
of KMP and Senior Managerial Personnel.
c) The NRC shall identify members of the Board who will interview the
candidate recommended to the NRC as above.
d) Upon selection of the candidate, the NRC shall make a recommendation
to the Board for appointment of Director/KMP/Senior Management
Personnel.
e) The appointment of directors and KMP shall be subject to the
compliance of the Act, Clause 49 of listing agreement and Articles of
Association.
(ii) Selection of independent Directors:
Considering the requirement of skill sets on the Board, eminent people
having an independent standing in their respective field and who can
effectively contribute to the Company's business and policy decisions
are considered by NRC for appointment, as an independent Directors on
the Board. The committee inter alia, considers qualification, positive
attributes, area of experience and number of directorship held in other
Companies by such person in accordance with the Company's policy for
selection of Directors and determining Director1 independence. The
Board considers the committee's recommendation, and takes appropriate
decision. Every Independent Director at the first meeting of the Board
in which he participates as Director and thereafter at the first
meeting Board in every financial year, gives a declaration that he
meets the criteria of independence as provided in the law.
(iii) Term of appointment:
* The term of appointment of Directors shall be governed by provisions
of the Act and clause 49 of listing agreement.
* The term of KMP (other than the MD) and Senior management personnel
shall be governed by the prevailing policy of the company.
(iv) Removal of Director, KMP and Senior Management Personnel:
* Removal of Director, KMP and Senior Management personnel may be
warranted due to reasons such as disqualification prescribed under
applicable laws and /or disciplinary reasons.
(v) Remuneration of Director, KMP and Senior Managerial Personnel:
* The remuneration payable to managing Director shall be determined by
the NRC and recommended to the Board for approval. Such remuneration is
further subject to approval of shareholders as per applicable
provisions of the Act.
* Remuneration payable to non Executive Directors: Only the sitting fee
will be paid to Non Executive Directors which shall be determined by
NRC.
* Remuneration to KMP and Senior Managerial personnel: The NRC will
approve policy for remuneration payable to KMP and senior Managerial
personnel. The NRC will approve remuneration payable to KMP and Senior
Managerial Personnel Which will finally be approved by Board.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
(i) Board is committed to assessing its own performance as Board is to
identify its strength and areas in which it may improve its
functioning.
(ii) NRC is responsible for carrying out evaluation of every Director's
performance and the NRC will frame criteria for the same.
(iii) The evaluation of Board and Chairman will be reviewed by
Independent Directors at their meeting.
(iv) The directors individually as well as the evaluation of the
working of its Audit, Nomination & Remuneration and Stakeholders
Grievance Committee.
(v) The Performance of the Board is evaluated by each individual
Director as well as collectively by the Board on the Annual Basis
towards the end of the Financial Year.
(vi) The Board performance is evaluated on the basis of number of Board
and Committee meetings attended by individual director, participation
of director in the affairs of the company, duties performed by each
director and targets achieved by company during the year.
(vii) Performance of Independent Directors is evaluated based on
objectivity and constructiveness while exercising duties, providing
independent Judgment and risk management etc.
DIVERSITY OF BOARD OF DIRECTORS
NRC will ensure the diversity of Board of Directors is in order with
the requirement of size of the Company. Further, NRC will ensure scope
of work of Directors in the Company and portfolios which are going to
be allocated to them shall be based on diverse experience of Directors.
MEETINGS OF BOARD OF DIRECTORS:
During the year under review four Board meetings were held ON
29.05.2014, 14.08.2014,15.11.2014 and 14.02.2015. The Company held four
Board Meetings in the year as required under the Act and the gap
between two Board meetings was in compliance with the provisions
contained in the Companies Act 2013 and the Listing Agreement.
No. Of
Name of the Director Category Meetings
held
MADAN LAL Chairman and Managing 4
KHANDELWAL Director
RADHIKA KHANDELWAL Non-Executive Director 4
RAM NATH KAROL Independent Director and 4
Chairman of the Audit
Committee.
GOVERDHAN Das SETHI Independent Director and 4
Chairman of the Nomination
and Remuneration Committee
No. Of Attendance
Name of the Director Meetings at the AGM
attended
MADAN LAL 4 Yes
KHANDELWAL
RADHIKA KHANDELWAL 4 Yes
RAM NATH KAROL 4 Yes
GOVERDHAN Das SETHI 4 Yes
COMMITTEES AT BOARD LEVEL
In compliance with the Companies Act 2013 as on 31st March, 2015 the
Board has three Committee viz. Audit Committee, Nomination and
Remuneration Committee, Shareholders and Stake holders relationship
Committee. The Committees have optimum combination of Executive, Non
-Executive and/or Independent Directors. The Committees are constituted
with specific terms of reference and scope to deal with specific
matters expediently. The details of the committees constituted by the
Board are given below:
AUDIT COMMITTEE
The Audit Committee pursuant to the provisions of Section 177 of the
Companies Act, 2013 at the Board level of Company acts as a link
between the Independent Auditors, Internal Auditors, the Management and
the Board of Directors and overseas the financial reporting process.
The Audit committee interacts with the Internal Auditors, Independent
Auditors, Secretarial Auditors and reviews and recommends their
appointment and remuneration. The Audit Committee is provided with all
necessary assistance and information for enabling them to carry out its
function effectively.
The terms of references of the Audit Committee are broadly as under:
1) Overseeing of the Company's financial reporting process and the
disclosures of its financial information to ensure that the financial
statements are correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if
required, the replacement or removal of the statutory auditor and the
fixation of audit fees.
3) Approval of payment to statutory auditors for any other services
rendered by them.
4) Reviewing, with the management, the annual financial statements
before submission to the board for approval, with particular reference
to:
* Changes, in accounting policies, significant adjustment made in the
financial statements arising out of audit findings.
* Disclosure of any related party transactions and qualifications in
the draft audit report.
* Compliance of listing agreement relating to financial statement.
5) Reviewing with the management the quarterly financial statements
before submission to the board for approval.
6) Reviewing, with the management, performance of statutory and
internal auditors and adequacy of the internal control systems.
7) Reviewing the adequacy of internal audit function, if any, including
the structure of the internal audit department, staffing and seniority
of the official heading department, reporting structure coverage and
frequency of internal audit.
8) Discussion with internal auditors or any significant findings and
follow up there on.
9) Discussion with statutory auditors before the audit commences, about
the nature and scope of audit as well as post- audit discussion to
ascertain any area of concern.
Composition and Attendance
The Audit Committee pursuant to the provisions of Section 177 of the
Companies Act, 2013 the Board comprises of three qualified Directors
viz. Ram Nath Karol, Goverdhan Das Sethi and Radhika Khandelwal, with
majority being independent. Ram Nath Karol is the Chairman .Two of the
members are having experience in finance, law and business. During the
year under review the Audit Committee met 4 times on 29.05.2014,
14.08.2014, 15.11.2014 and 14.02.2015, to deliberate on various
matters. The Present Composition and Attendance of the Audit Committee
is as follows:
Name Category Designation
RAM NATH KAROL Non - Executive & Independent Chairman
Director
GOVERDHAN DAS Non - Executive & Independent Member
SETHI Director
RADHIKA Non - Executive Director Member
KHANDELWAL
No. of Meetings During
Name FY201 4-15
Held Attended
RAM NATH KAROL 4 4
GOVERDHAN DAS 4 4
SETHI
RADHIKA 4 4
KHANDELWAL
NOMINATION AND REMUNERATION COMMITTEE:
In compliance of Section 178 of Companies Act, 2013 the Board renamed
the Remuneration committee as "Nomination and Remuneration Committee.
Your Board has re-constituted the Nomination and Remuneration Committee
which now comprises of Goverdhan Das Sethi as Independent Director and
Chairman, Ram Nath Karol and Radhika Khandelwal as Members.
The terms of reference of the committee inter alia include Succession
planning for Board of Directors and Senior Management Employees,
identifying and selection of candidates for appointment of
Directors/lndependent Directors based on certain laid down criteria's,
identifying potential individuals for appointment of Key Managerial
personnel and other senior managerial position and review the
performance of the Board of Directors and Senior Management personnel
including Key managerial personnel based on certain criteria approved
by the Board. While reviewing the performance, the committee ensures
that the remuneration is reasonable and sufficient to attract, retain
and motivate the best managerial talents, remuneration commensurate
with the performance of individual and group and also maintains a
balance between fixed and incentive pay reflecting both short and long
term objectives of the company.
The Committee met on 29/05/2014 and reviewed the performance of the
Directors both Non-Executive and Executive Directors and also the
senior managerial personnel including Key Managerial personnel during
the year.
STAKE HOLDERS RELATIONSHIP COMMITTEE:
Stakeholders Relationship Committee performs various functions provided
under the Section 178 of the Companies Act, 2013. The Committee
comprises of three members namely Ram Nath Karol (Chairman of the
Committee), Goverdhan Das Sethi the independent Directors and Radhika
Khandelwal.
The Committee administers transfer and transmission of shares, Issue of
duplicate certificates, change of status of members, change of name,
transposition, sub-division of share certificates, consolidation of
shares, dematerialization/ rematerialization of shares. Committee meets
from time to time as per requirements of listing agreement. The
committee facilitates prompt and effective redressal of investor
complaints.
* Number of complaints received -Nil
* Number of complaints not solved to the satisfaction of
shareholders-NIL
* Number of pending share transfers-NIL
* As at 31st March, 2015 no shares were pending for transfer.
REMUNERATION OF NON- EXECUTIVE / EXECUTIVE DIRECTORS
All decisions relating to the remuneration of the Directors were taken
by the Board of Directors of the Company and in accordance with the
Share holders' approval wherever necessary.
Details for remuneration paid / to be paid to the Directors for the
year under review are as under:
Name of the Business Salary, benefits,
Director relationship bonus etc paid
with the Company during the year
2014-15
MADAN LAL Chairman & 11,75,000.00
KHANDELWAL Managing Director
RADHIKA Non-Executive 000
KHANDELWAL Director
RAM NATH KAROL Independent 000
Director
GOVERDHAN Independent 000
DAS SETHI Director
Name of the Commission Due/ Sitting fess(for
Director paid/payable for Board and its
2014-15 committees)
MADAN LAL 000 000
KHANDELWAL
RADHIKA 000 000
KHANDELWAL
RAM NATH KAROL 000 000
GOVERDHAN 000 000
DAS SETHI
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) 2014:
(i) The ratio of remuneration of each Director to the median
remuneration of the employees of the company for the financial
year2014-15 and
(ii) The percentage increase in remuneration of each Director, Chief
Financial Officer, CEO, Company Secretary or Manager, if any in the
financial Year.
REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS
(i) 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) 2014:
(ii) The ratio of remuneration of each Director to the median
remuneration of the employees of the company for the financial year
2014-15 and
(iii) The percentage increase in remuneration of each Director, Chief
Financial Officer, CEO, Company Secretary or Manager, if any in the
financial Year.
Sr. Name of Director/KMP Remuneration Percentage
no and its designation to the Increase/Decrease
Director/KMP in remuneration in
for the the Financial Year
Financial Year 2014-15
2014 -15
1. Mr. M.L Khandelwal(CMD) Rs.1175000 30.55%
2. Mr. Ram Nath Karol 0 -
(Independent Director)
3. Mr. Goverdhan Das Sethi 0 -
(Independent Director)
4. Mrs. Radhika Khandelwal 0 -
5. Mr. Navneet Khandelwal Rs.900000 0%
(CEO)
6. Mr. Vikrant Khandelwal Rs.786960 0%
(Dy. CEO Admn &
Purchase)
Sr. Name of Director/KMP Ratio of
no and its designation Remuneration of
each director to
the Median
Remuneration of
Employees
1. Mr. M.L Khandelwal(CMD) 5.11
2. Mr. Ram Nath Karol 0.00
(Independent Director)
3. Mr. Goverdhan Das Sethi 0.0 0
(Independent Director)
4. Mrs. Radhika Khandelwal 0.0 0
5. Mr. Navneet Khandelwal 3.92
(CEO)
6. Mr. Vikrant Khandelwal 3.43
(Dy. CEO Admn &
Purchase)
(i) The numberof employees on the roll of the company are 16.
(ii) The median remuneration of employees (MRE) of the Company is
Rs.2.29 Lacs. The MRE for the year is increased by 3.32 % compared to
previous year.
(iii) There is no variable component in remuneration of Directors of
the Company.
(iv) The ratio of the remuneration of the highest paid director to that
of the employees who are not Directors but receive remuneration in
excess of the highest paid director during the year- None.
(v) It is hereby affirmed that the remuneration paid is as per the
remuneration policy of the company.
INDEPENDENT DIRECTORS MEETING
During the year under reference one meeting of Independent directors
was held on 28th January, 2015 in compliance with the requirement of
Schedule IV of the Companies Act, 2013. At the said meeting performance
of non-independent Directors, Board as a whole and Chairman of the
Company was reviewed.
PREVENTION OF INSIDERTRADING
The Company has adopted a code of conduct for fair disclosure and
prevention of insider trading in order to regulate and control trading
in Petroleums by Directors and designated employees of the Company. The
code requires pre-clearance for dealing in the Company shares and
prohibits the purchase and sales of Company shares by Directors and
designated employees while in possession or unpublished price sensitive
information in relation to Company and during the period of closure of
trading window.
(i) Demat/Remat of shares
No request was received for Remat during the financial year. Details of
Demat as follows;
a) Number of shares Dematerialized: 30245
b) Percentage of Shares Dematerialized as on 31st March, 2015:31.65 %
(i) Disclosures
a) There were no transactions of material nature with its related
parties that may have the potential conflict with the interest of the
company at large. Transactions with related parties are disclosed In
Note No. 35 of the financial statements.
b) There were no instances of non compliance nor have any penalties
imposed by Stock Exchanges or SEBI or any other statutory authority on
any matter related to capital market during the last here financial
years.
c) Managing Director of the company has certified to the Board with
regard to the compliance made by them in terms of Clause 49 of the
listing agreement and the certificate form part of this report.
INTERNALAUDITORS
M/s Ajay Khandelwal & Associates were appointed internal Auditors of
the Company for the year ended 31st March, 2015 under the provisions of
Companies Act, 2013 . The Company proposes to continue their services
for the year 2015-16.
VIGIL MECHANISM
In Accordance of Section 177 of the Companies Act, 2013 the Company has
constituted a Whistle Blower policy/ Vigil Mechanism to establish a
vigil mechanism for the Directors and employees to report genuine
concerns in such manner as may be prescribed and to report to the
management instances of unethical behavior, actual or suspected fraud
or violation or violation of company's code of conduct.
RISK MANAGEMENT
Company has implemented an integrated risk management approach through
which it reviews and assesses significant risk on a regular basis to
ensure the there is a robust system of risk controls and mitigation in
place. Senior management periodically reviews the risk management. The
management however, of the view that no risk element is identified
which in opinion of the board may threaten the existence of the
company.
INTERNAL CONTROL SYSTEM
The Company has an internal control system commensurate with the size
and complexity of operations. The Company has appointed M/S Ajay
Khandelwal & Associates, Chartered accountants Jaipur as internal
auditors of the Company. The Audit committee has also taken effective
steps to review internal control system from time to time.
AUDITORS
M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company hold
office until the conclusion of the ensuing Annual General Meeting and
are recommended for re- appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has obtained a declaration from independent Directors that
the said independent Director meets the criteria of independence as
mentioned in Section 149 (6), of the Companies Act,2013.
REPRESENTATION ON OBSERVATION OF SECRETARIAL AUDITOR
There were four observations found by the Secretarial Auditor during
his audit for the financial year 2014-15, which areas under:-
1. 315000 shares are pending for listing under BSE.
2. No Company Secretary and Chief Financial Officer appointed.
3. Website not showing result of current period.
4. MGT-14 relating to Unaudited Results in F.Y. 2014-15for Quarter
ending 30.06.2014,30.09.2014 was not filed.
The Board of Directors would like to express their incapability to meet
the above compliance as under: -
1. The Company has already made application and reminder mails for
listing of 315000 shares on BSE but does not take any initiative action
by it.
2. The Board of Directors have already started recruitment process for
appointment of Company Secretary and Chief Financial Officer but still
not able to find any suitable candidates for these posts. But assure
that it will not create adverse impact on the company as well as
shareholders and company will appoint them shortly.
3. The Board of Directors have already appointed IT Technician and
updated the website but due to some problem website had not been
updated on that time but now information are updated and available on
website.
4. The Board of Directors had lack of knowledge in First and Second
Quarter of Financial Year of New Companies Act, 2013 and its Rules,
Regulations, Notification, Circulars and compliances relating to
Registrar of Companies, due to that the forms was not filed for that
period but now everything is lined up and is up to date.
The Board of Directors would also like to assure its shareholders that
the above non-compliances by the company would not have any adverse
effects on the shareholders and their shareholding and the company will
take care that such above non-compliances should not happen in future.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO AS REQUIRED UNDER SECTION 134(3)(m)
OF THE COMPANIES ACT, 2013:
CONSERVATION
The Company takes appropriate measures from time to time for
conservation of energy in the operation of the plant.
POWER & FUEL CONSUMPTION
Unit 2014-2015 2013-2014
i) Electricity own generation
by D.G. Set Units KWH 15963 11998
Unit per Ltr. of Diesel Oil KWH 0.270 0.276
Cost/Unit Rs. 11.80 12.20
ii) Fuel Oil(Diesel/LDO/FO/GO)
Quantity Ltr. 128553 201674
Total Amount Rs. 7269690 11505503
Average Rate/Unit Rs. 56.55 57.05
iii) Consumption per Unit of
production (Lubricating Oils)
Fuel Oil Ltr. 0.038 0.036
TECHNOLOGY ABSORPTION
The Research and Development Department of the Company is dedicated to
develop environment- friendly processes and introduces new formulations
for lubricants from time to time.
FORIGN EXCHANGE
During the year under review the income in foreign exchange was
Rs.5,24,104.00 and the out go on purchase of lubricants was
Rs.3,34,46,295.00
ACKNOWLEDGMENT
The Board would like to place on record its sincere appreciation to all
the employees for their continued efforts towards the growth of the
company. The Board also wishes to place on record the support extended
by its Bankers and the trust reposed in it by its shareholders.
For and on behalf of the Board of Directors,
PLACE: JAIPUR M. L .KHANDELWAL
DATE: 30-May, 2015 Chairman
Mar 31, 2014
Dear Members,
The Directors are pleased to present 28thAnnual Report together with
Audited Statement of Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
The Financial Results for the year under review are as follows:-
(Rs.in Lacs)
2013-2014 2012-2013
Sales 2482.29 1988.36
Other Income 262.96 330.07
Gross Profit before Interest,
Depreciation & Adjustments 115.36 132.51
Interest 13.53 18.64
Depreciation 16.31 14.87
Net Profit/ (Loss) before tax 85.52 99.00
Net Profit/(Loss) after tax 51.66 69.76
Balance of Profit/(Loss)Brought -
forward from last year 202.20 132.43
Balance carried forward to Balance Sheet 253.86 202.19
DIVIDEND
Your Directors have decided not to pay dividend for the year 2013-2014
due to requirement of working capital for expansion programme.
OPERATIONS
It is appreciable to note that the company has achieved a higher
turnover of Rs. 2482.29 Lacs as against Rs. 1988.36 Lacs in the
previous year, recording 24.84% increase. The income from Hazardous
Waste Management activities etc. has decreased from Rs. 330.07 Lacs to
Rs. 262.47 Lacs as compared to previous year. The Net Profit was Rs.
51.66 Lacs as compared to net profit of Rs. 69.76 Lacs in the previous
year.
PROSPECTS
In view of the increased awareness and stringent pollution regulation
towards environment protection our industries in India is adopting
improved technologies and measures to reduce pollution. Therefore, your
Directors have decided to concentrate more efforts towards growing
business on hazardous waste management within the parameters of
prevailing Indian laws. The company expects reasonable growth by the
above business. The growth in sales of lubricating oils is also
expected to continue. The Company has successfully installed plant for
production of transformer oil. Company has also started sale of
lubricants in Southern part of India.
FIXED DEPOSITS
The Company has not accepted any deposits from public which are covered
under Section 58A of the Companies Ac,1956
DIRECTORS
Smt. Radhika Khandelwal retires by rotation and being eligible offers
herself for re-appointment at forthcoming Annual General Meeting. Shri
Ram Nath Karol & Shri G.D. Sethi are proposed to be appointed
independent Director of five years under the provisions of Companies
Act,2013
SHARE CAPITAL
The Company had issued 315000 convertible warrants in the year 2010-11
out of which all the 315000 warrants are
converted in 315000 equity shares.However,the listing permission of
aforesaid shares is stell pending withe Mumbai
Stock Exchnage
COMPLIANCE CERTIFICATE
Secretarial compliance certificate received from M/S C.M.Bindal &
company .Company Secretaries. Jaipur under
Section 383 A of the companies Act, 1956 is annexed herewith and bears
the part of Directors report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Your Directors confirm:
1. That in the preparation of Annual Accounts, applicable accounting
standards have been followed.
2. That the Directors have selected such accounting policies and
applied them consistently & 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 31st March,
2014.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud & other irregularities.
4. That the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2014 on a going concern basis.
CONSERVATION
The Company takes appropriate measures from time to time for
conservation of energy in the operation of the plant.
TECHNOLOGY ABSORPTION
The R&D Department of the Company is dedicated to develop
environment-friendly processes and introduce new formulations for
lubricants from time to time.
FOREIGN EXCHANGE
During the year under review the income in foreign exchange was nil.
and out go on purchase of lubricants was Rs. 13310769/-
AUDITORS
M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company
retires at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. The Directors have recommended their
re-appointment.
EMPLOYEES
Information under Section 217(2A) of Companies Act, 1956 read with
Companies (particulars of employees) Rules, 1975 as amended:-
None of the employees was in receipt of remuneration beyond the limits
prescribed under aforesaid rules.
ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their grateful
thanks for the support and assistance received by the Company from
Central and State Government Authorities & Banks. The Directors also
place on record their appreciation to all employees of the Company for
their good work.
Registered office By Order of Board of Directors
A-2 Opposite Udyog Bhawan,
Tilak Marg, C-Scheme, Jaipur
M.L.Khandelwal
Dated 29th May, 2014 Chairman and Managing Director
Mar 31, 2013
The Directors are pleased to present 27th Annual Report together with
Audited Statement of Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS
The Financial Results for the year under review are as follows:-
(Rs. in lacs)
2012-2013 2011-2012
Sales 1988.36 1487.49
Other Income 330.07 434.94
Gross Profit before Interest,
Depreciation & Adjustments 132.51 132.94
Interest 18.64 8.48
Depreciation 14.87 12.12
Net Profit/ (Loss) before tax 99.00 112.34
Net Profit/(Loss) after tax 69.76 78.64
Balance of Profit/(Loss) Brought
forward from last year 132.43 53.79
Balance carried forward to Balance Sheet 202.19 132.43
DIVIDEND
Your Directors have decided not to pay dividend for the year 2012-2013
due to requirement of working capital for expansion programme.
OPERATIONS
It is appreciable to note that the company has achieved a higher
turnover of Rs. 1988.36 Lacs as against Rs. 1487.49 Lacs in the
previous year, recording 33.67% increase. The income from Hazardous
Waste Management activities etc. has decreased from Rs. 434.94 Lacs to
Rs. 330.07 Lacs as compared to previous year. The Net Profit was Rs.
69.76 Lacs as compared to net profit of Rs. 78.64 Lacs in the previous
year.
PROSPECTS
In view of the increased awareness and stringent pollution regulation
towards environment protection our industries in India is adopting
improved technologies and measures to reduce pollution. Therefore, your
Directors have decided to concentrate more efforts towards growing
business on hazardous waste management within the parameters of
prevailing Indian laws. The company expects reasonable growth by the
above business. The growth in sales of lubricating oils is also
expected to continue. The Company has already completed the
installation of underground tanks & blending tanks for production of
Petroleum products of A.B.& C class for which statutory permissions
have been received. It is expected that production of industrial
solvents, lacquers etc will start during the current year which will
lead to enhancement of profit of the Company.
FIXED DEPOSITS
The Company has not accepted any deposits from public which are covered
under Section 58A of the Companies Ac, 1956
DIRECTORS
Smt. Radhika Khandelwal retires by rotation and being eligible offers
herself for re-appointment at forthcoming Annual General Meeting.
SHARE CAPITAL
The Company had issued 315000 convertible warrants in the year 2010-11
out of which all the 315000 warrants are converted in 315000 equity
shares. However, the listing permission of aforesaid shares is still
pending with Mumbai Stock Exchange
COMPLIANCE CERTIFICATE
Secretarial compliance certificate received from M/S C.M.Bindal &
company .Company Secretaries. Jaipur under Section 383 A of the
companies Act, 1956 is annexed herewith and bears the part of Directors
report.
DIRECTOR''S RESPONSIBILITY STATEMENT
Your Directors confirm:
1. That in the preparation of Annual Accounts, applicable accounting
standards have been followed.
2. That the Directors have selected such accounting policies and
applied them consistently & 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 31st March,
2013.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud & other irregularities.
4. That the Directors have prepared the Annual Accounts for the
financial year ended 31st March, 2013 on a going concern basis.
CONSERVATION
The Company takes appropriate measures from time to time for
conservation of energy in the operation of the plant.
TECHNOLOGY ABSORPTION
The R&D Department of the Company is dedicated to develop
environment-friendly processes and introduce new formulations for
lubricants from time to time.
FOREIGN EXCHANGE
During the year under review the income in foreign exchange was nil.
and out go on purchase of lubricants was Rs 5401118/-
AUDITORS
M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company
retires at the ensuing Annual General Meeting and being eligible, offer
themselves for re-appointment. The Directors have recommended their
re-appointment.
EMPLOYEES
Information under Section 217(2A) of Companies Act, 1956 read with
Companies (particulars of employees) Rules, 1975 as amended:-
None of the employees was in receipt of remuneration beyond the limits
prescribed under aforesaid rules.
ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their grateful
thanks for the support and assistance received by the Company from
Central and State Government Authorities & Banks. The Directors also
place on record their appreciation to all employees of the Company for
their good work.
Registered office By Order of Board of Directors
A-2 Opposite Udyog Bhawan,
Tilak Marg, C-Scheme, Jaipur
M.L.Khandelwal
Dated 30th May, 2013 Chairman and Managing Director
Mar 31, 2010
The Directors are pleased to present 24th Annual Report together with
Audited Statement of Accounts for the year ended 31st March 2010.
FINANCIAL RESULTS
The Financial Results for the year under review are as follows:-
(Rs. in Lacs)
2009-2010 2008-2009
Sales 841.13 757.92
Other Income 256.03 233.32
Gross Profit before Interest,
Depreciation & Adjustments 92.49 78.27
Interest 7.40 6.82
Depreciation 6.54 22.07
Net Profit/ (Loss) before tax 78.55 49.38
Net Profit/(Loss) after tax 50.84 35.06
Add: Balance of Profit/(Loss)Brought -
forward from last year (57.99) (93.05)
Balance carried forward to Balance Sheet (7.15) (57.99)
DIVIDEND
Your Directors have decided not to pay dividend for the year 2009 -
2010 due to heavy losses incurred in past years.
OPERATIONS
It is heartening to note that the company has achieved a higher
turnover of Rs.841.13 Lacs as against Rs.757.92 Lacs in the previous
year, recording 10.98% increase. The income from Hazardous Waste
Management activities etc. has increased from Rs.233.32 Lacs to
Rs.256.03 Lacs as compared to previous year. The Net Profit was
Rs.50.84 Lacs as compared to net profit of Rs.35.06 Lacs in the
previous year. The accumulated losses of the company are almost wiped
out.
PROSPECTS
In view of the increased awareness and stringent pollution regulation
towards environment protection our industries in India is adopting
improved technologies and measures to reduce pollution. Therefore, your
Directors have decided to concentrate more efforts towards growing
business on hazardous waste management within the provisions of HW
(MH&TM) Rules as amended. The company expects attractive growth by the
above business. The growth in sales of lubricating oils is also
expected to continue. The Company has already completed the
installation of underground tanks & blending tanks for production of
Petroleum products of A, B & C class for which statutory permissions
are shortly expected. With commissioning of this plant, the Company
expects good business and related performance growth in marketing of
Industrial solvents, Lacquers, Rubber chemicals, thinners etc.
DIRECTORS
Smt. Bhagwati Khandelwal retires by rotation and being eligible offers
herself for re-appointment at forthcoming Annual General Meeting. Shri
Madan Lai Khandelwal, Managing Director of the Company has also been
appointed Chairman of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
1. That in the preparation of Annual Accounts, applicable accounting
standards have been followed.
2. That the Directors have selected such accounting policies and
applied them consistently & 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 31st March
2010.
3. That the Directors have taken proper and suficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud & other irregularities.
4. That the director have prepared the Annual Accounts for the
financial year ended 31st March 2010 on going concern basis.
CONSERVATION
The Company takes appropriate measures from time to time for
conservation of energy plant.
TECHNOLOGY ABSORPTION
The R & D Depatment of the company is dedicated to develop
environ-friendly processes and introduce new formulations for
lubricants from time to time.
FOREIGN EXCHANGE expenditure in foreign exchange was
During the year under review the income in foreign exchange was NIL &
The expenditure in foreign exchange was Rs. 7,79,544/-.
AUDITORS
M/s R.P. Khandelwal & Assosiates, Jaipur, Auditors of the Company
retires at the ensuing Annual General Meeting, being eligible, offer
themselves for re-appointment. The Directors have recommended their
re-appointment
EMPLOYEES
Information under Section 217(2A), of Companies Act, 1956 read with
Companies (particuiars of employees) Rules, 1975 as amended:-
None of the employess was in receipt of remuneration beyond the limits
prescribed as per aforesaid rules.
ACKNOWLEDGMENT
Your Diectors take this opportunity to place on record their grateful
thanks for the support and assistance received by the Company from
Central and State Government Authorities & Banks. The Directors also
place on record their appreciation to all employees of the Company for
their good work.
By order of Board of Directors
M.L.Khandelwal
Chairman and Managing Director
Registered office
A-2 Opposite Udyog Bhawan,
Tilak Marg, C-Scheme, Jaipur
Dated 29th May 2010
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