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Continental Chemicals Directors Report, Continent Chem Reports by Directors
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Continental Chemicals

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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Directors have immense pleasure in presenting their 30th Annual
 Report on the business and operations of the Company and the accounts
 for tho Financial Year ended March 31.2015.
 
 Financial Results
 
 The highlights of financial rosults are as undor:
 
                                                 2014-15         2013-14
 
 Revenue Irom operations 8 other income        92,82,809      1.19.86.845
 
 Operating Profit (EBIDTA)                     27,64,199        12,73,882
 
 Finance Cost                                  1,76,740            13,565
 
 Gross profit (PHD)                            25,87,459        12,60,317
 
 Depreciation & amortization                   10.53.337        10,41 026
 
 Profit before tax
 
 Tax Expense.
 
 - Current Tax (net)
 
 - MAT credit entitlement   (2.92.327)
 
                              2,92,327                0          (47.603)
 
 Delerred  TaX                                 8,00,065        (5,67,908)
 
 Previous year Taxes                            (4,840)
 
 Profit After Tax                             19.20,347        (3,96 116)
 
 Dividend
 
 The Company has not doclarnd any dividend lor the year ended March 31,
 2015.
 
 DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUNO
 
 provmlon# of S-cllon 125(2) of the ComptinleB Acl, 2013 do nol apply as
 there war, no dividend daclnred and paid last year.
 
 OPERATIONS
 
 Dumiiii The year under roviow. fho ruvenuo from opuralion. declined lo
 42,68,473 Rs, as against Rs. 67,07,000 In previous year Phi LUIUTA
 recordod lor the yoar increased during lire year to Rr,. 27.64,199 as
 ugalnsl Re. 12,73,882 of previous ynar. The not profit lr. Rr 19
 29,347 an against loan ol Hit. 3,96.116 in previous yoar.
 
 Company has Irunulerrod Rs. 19,29.347 to tho reserve account
 
 Finance
 
 1.  Share Capital
 
 The paid up equity f-hr.tro capital as on 31 March 2015 was Rs.
 99,90,000.Thoro waft no public issue, rights issue, bonus issue or
 preferential issue nit during the yoar under review. the Company has
 not Issued shares with differential voting rights, sweat equity shares
 nor has It granted any slock options.
 
 2.  Fixed Deposit
 
 The Company has nol accepted any deposit under section 73 ol the
 Companies Act. 2013.
 
 3.  Particulars of loan, guarantees and investments
 
 Him Company has nol provided any loan, guarantee and ha snot made any
 Investment covered under the provisions of Section 186 of Ihe Companion
 Act, 2013.
 
 director Mechanaism/ Whistle Blower Policy
 
 Pursuant to Section 177(9) of Ihe Companies Ant 2013 and Clause 49 of
 the Listing Agreement, Ihe Company ban formulated a Whistle Blower
 Policy lo establish .1 vigil mechanism for directors and employee ol
 the Company fha Purpose and objective ol this policy Is to provide a
 framework to piomoto insponsible and secure whistle blowing. It
 piotocts the employees wishing to raise concern about serious
 Irregularities within the Company, Ihe detail of Whistle Blower Policy
 are explained In the Corporate Governance Report and also posted on the
 website of Ihe Company.
 
 All  elated parly transactions have been on arm length basis and
 detail ol the all the related party transaction hold during the year is
 provided in Annoxuro III.
 
 Significant and Material Orders Passed by the Regulators or Courts
 
 Thure were no significant and material orders passed by tho
 Rugulators/Courts which would impact the going concern status ot Ihe
 Company and Its future operations.
 
 Directors and Key Manaaarlnl Personnel
 
 1.  Appointment
 
 Mi Sunalna Chibba. Director liab le to retire by rotation at tho
 forthcoming Annual General Meeting and bo mg eligible, offer herself
 for reappointment.
 
 During the year. Mr Pradeep Kumar Chopra and Mr. Akshat Bhaskur have
 been appointed as Independent Directors for term of 5 years Mr Naresh
 kumar Chibba has been leappointcd as Managing Director of the Company
 in last annual general meeting of the Company for the term ol .) years
 with elfect Irom 1 August 2015. Ms. fiurmina Chibba has been appointed
 as Women non executive Director of the Company in last annual general
 mooting of Iho Company
 
 Mr. Urminder Singh has been appointed as Chief Financial Officer with
 offoct from 23/6/14.
 
 Furthoi, Mi . Sourav Malhotra resigned as Company so crotary of the
 Company w.o f. 24/11/14 .Mr. Su|eet kumar ha s been appointed as
 company Secretary with effect from 11 /12/14 and resigned as Company
 secretary with effect Irom 4/3/2015. Mr. Pardoop Kumar has been
 appointed as company secretary with effect from 4/3/15.
 
 2.  Retire by Rotation
 
 In accordance with piovision ot Companies Acl, 2013 and Articles of
 Association of the Company. Ms. Sunalna Chibba Director liable lo
 retire by rotation at the todheoming Annual General Mooting and being
 eligible, offers herself for reappointment.
 
 3.  Meetings
 
 During the year 21 Board Meetings and 8 Audit Committee Mootings were
 convened and held. The details of which are given in the Corporate
 Governance Report. Tho intervening gap between the Meetings was within
 the penod prescribed under the Companies Act 2013.
 
 4.  Board Evaluation
 
 Pursuant to the provisions of the Companies Act. 2013 and Clause 49 of
 tho Listing Agreement, the Board has carried out an annual performance
 evaluation of Its own performance, the directors Individually as well
 as the evaluation of the working of its Audit, Nomination S
 Remuneration and Compliance Committees The manner in which the
 evaluation has been carried out has been explained in the Corporate
 Governance Report
 
 5.  Declaration by an Independent Dlrector(s)
 
 All independent Directors ha ve given de clarations that they meet the
 criteria of independence as laid do wn under Section 149(6) ol the
 Companies Act. 2013.
 
 6.  Managerial Remuneration
 
 Detail of particulars pursuant to section 197 (12) of Iho Companies
 Act. 2013 road with rules of the Companies (Appointment X Remuneration
 of Managerial Porsonnel) Rules. 2014, are annexed as Annexuro -VI.
 
 7.  Nomination and Remuneration Policy
 
 Tn-j Board has, on recommendation uf the Nomination and Remuneration
 Committeo. fiamod a Policy for selection, appointment and remuneration
 of Dimeters and Key Managerial Personnel. Mure detail of tho oamu ns
 given In the Corporate Governance Rupoit.
 
 Directors Responsibility Statement
 
 To the-: best of thoir knowledge and boliol and according to tho
 information and explanations obtained by them, your Directors make tho
 following statements in terms of the Section 134(3)(c) ol the Companios
 Act 2013:
 
 i) Thai in iho preparation ol Iho annual financial statements lor the
 yearondod March 31 2015, the applicable accounting standards havo boon
 followed along with proper explanation relating to material departures,
 if any;
 
 il) That such accounting poll cies. as mentioned In the Financial
 Statements as ''Significant Accounting Policies''ha ve been selected and
 applied consistently and judgments and estimator, have been made that
 are reasonable and prudent so as to give a true and fair view ol the
 state of affairs of tho company as at March ;ii. 2015 and of Hie profit
 ol the Company foi the year ended on that dato;
 
 (iii) That proper and sufficient cure has boon taken lor the maintenance
 ol ad equate accounting records in accordance with the provisions ol
 the Companies Ant, 2013 for safeguarding the assets of the Company and
 lor preventing and detecting fraud and other irregularities;
 
 (iv) That the annual financial statements havo boon prepared on a going
 concern basis;
 
 iv) That proper internal financial controls wore In place and that tho
 financial conlrols woro odoquato and were operating offoctivoly;
 
 (vi) Tliat proper systems to ensure compliance with the provisions of
 all applicable laws were in place and were adequate and operating
 effectively.
 
 Auditors
 
 1 Statutory Auditor
 
 Thn Auditors. M/s B K Kapur ft Company Chartered Accountants, have boon
 appointed as Statutory Auditors ol Iho Company for a period of 5 years
 at Ihu last annual general meeting held on 291''1 September 2014 subject
 to ratification ol their appointment by members al every annual general
 metaling.  Thn shareholders al tho ensuing annual general meeting will
 consider ratification of Iho appointment of Statutory Auditors. As
 required under clause 41 ul Listing Agreement, the Auditors have
 confirmed that they hold a valid certificate Issued by Peer Review
 Board of the Institute of Chartered Accountants of Indio.
 
 Thn Auditors'' Report does not contain any qualification. Notes to
 Accounts and Auditors remarks In their report are soil-explanatory and
 there Is only one remark in tho Auditors'' Report regarding 
Source : Dion Global Solutions Limited
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