Contil India Ltd Directors Report

TO,

THE MEMBERS,

M/S CONTIL INDIA LIMITED VADODARA.

Your Directors have pleasure in presenting their 29^th Annual Report together with the Audited Accounts for the year ended 31^st March, 2023.

SUMMARY OF FINANCIAL PERFORMANCE

The summarized financial results are given below:

(Rs. In 000")

Particulars	2022 -23	2021-22
Revenue from Operations	196,750	166,979
Other Income	2,778	7,617
Total Income	199,528	174,596
Profit before e depreciation , financial charges and taxes	9,134	8,154
Less - Depreciation	222	197
Financial charges	283	182
Profit before tax	8629	7,775
Current income tax (provision)	2468	1,582
Deferred income tax	-73	3
Profit for the year after tax	6,234	6,196

PERFORMANCE REVIEW

Your Company has achieved Revenue Rs.19.68 Crore (Previous year Rs.16.70 Crore) with profit after tax Rs.62.34 Lacs (Previous year Rs.61.96 Lacs). Revenue of company is increased compare to previous year.

The Board of Directors kicked off charting a strategic plan to export the more products in the other enriched territory of USA in diversity of export to CANADA. Your company has embarked upon the expansion in the span of export business in its owned established trade mark also. Your Company is Exporting products in spices, flours, cereal, pulses, beauty and cosmetics, ayurvedic items, articles, utensils, and other products.

DIVIDEND

Keeping in view the conservation of financial resources, the Board of Directors of your company deems it fit not to recommend the declaration of the dividend relating to the financial ended on 31^st March 2023.

CORPORATE GOVERNANCE REPORT 2022- 23.

As envisaged by Regulation 15(2)(a) since the paid-up capital of the company is less than RS 10.00 crores and net worth of the company is below Rs. 25.00 crores as on 31^st march 2023. your Company Claims exemption from complying regulation 17, 17a, 18, 19, 20, 21, 22, 23, 24, 24a, 25, 26, 27 and clauses (b) to (i)of sub regulation (2) of regulation 46 and para c , d and e of schedule v of the SEBI (listing obligations and disclosure requirements) regulations 2015 as amended from time to time and hence the Corporate Governance Report contains the information as envisaged to be disclosed and therefore in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook.

DIRECTORS

Mr. Krishna Contractor (DIN: 00300342), Managing Director, is the key Managerial Personnel of the Company, under the provision of the Companies Act, 2013, Mrs. Niranjana Contractor (DIN No : 00353207) the Woman Director looking after the day to day operations of the company will be retiring by rotation and being eligible offer herself for reappointment. Mrs Sejalben Contractor ( DIN NO : 09648101 ) appointed as Director is proposed to be appointed as Director retiring by rotation. In terms of SEC 149,152 As required under SEBI (listing Obligation and Disclosure Requirements) Regulations, 2015 the details of Director seeking reappointment at the ensuing Annual General Meeting is provided in the Corporate Governance report forming part of this Annual Report.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors met on 13 June 2022 and evaluated the performance of Non-Independent Directors, the Board as a Whole and the Chairman of the Company considering the view of other Directors. Further details are available in the corporate governance report.

WOMAN DIRECTOR

As envisaged by proviso to Sec 149(1) of the Companies Act 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules 2014, read with SEBI (LODR) Regulations Mrs. Niranjana H Contractor (DIN: 00353207) is serving on the Board as a director since Inception of the Company.

EVALUATION OF THE BOARDS PERFORMANCE

The Board has carried out an evaluation of his own performance and that of its Directors individually and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report.

The Company has also devised a policy on board diversity detailing the functional, strategic and structural diversity of the board.

REMUNERATION POLICY

The Company has adopted a remuneration policy of Directors and Senior Management Personnel, detailing inter alia the procedure for Director Appointment and remuneration including the criteria for determining qualification.

The policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain, and motivate the Directors of the quality require to run the company successfully ; (b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks ; and (c) remuneration to Directors and Key Managerial Personnel and Senior Management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploading on the company website.

STATUTORY AUDITORS

The Companys Auditor M/S. M. SAHU & CO, Chartered Accountants, Vadodara (Registration No: 130001W) were appointed as the statutory Auditors to hold office as such for five years till the conclusion of Annual General Meeting for the F.Y 31-03-2024,. Pursuant to amended Section 139(1) of the Companies Act, 2013, the requirement of ratification of appointment of Auditors at every Annual General Meeting is done away with. Accordingly, no resolution for ratification of Auditors is proposed. The statutory Auditors has submitted a requisite certificate that they are not disqualified for appointment as statutory Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your company has policy and procedures for ensuring the orderly and efficient conduct of its Business including adherence to companys policies, the safeguarding of its Assets, the prevention and detections of fraud and error, the accuracy and completeness of accounting records and timely preparation of reliable financial informations. For more details, please refer to Management Discussion and Analysis Report forming part of this report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The company has appointed CS Ashok Shelat Prop. Ashok Shelat & Associates (MEMBERSHIP NO 3402 & COP NO - 2782), The Practicing Company Secretaries Vadodara to carry out secretarial audit for the financial year 31st march 2023. The secretarial audit report for the financial year 31st March 2022 is enclosed as an Annexure. the clarification to the observation in the secretarial audit report are given below:

SR NO	PARTICULARS OF OBSERVATION REPORTED	EXPLANATION TO THE OBSERVATIONS
A	The company has decided not to opt for compliance of Regulation 15(2) of LODR 2015 for the time being relating to the Corporate Governance obligations	In Compliance with the LODR 2015 the company is qualified to claim exemption from Regulation 15(2) of LODR 2015.
B	Acknowledgement for sending the Notices of the meeting of the Board and Committees are not maintained by the company. However, RTA has reported the compliances.	The Company is reported the compliance of the pre requisites for holding of AGM And other committee meeting from R&T.
C	Updating of web site with regards to various policies, LODR 2015 compliances is pending for updations.	Due to diversified business activities into large number of products for export the website is updated. However the details for LODR 2015 compliance are posted on the Website.
D	The company has not complied with certain clauses of Listing Agreement/LODR 2015.	Except few obligations the company has compliance LODR 2015 obligations and will update the same during the year.
E	As per Section 203(1)(i), (ii) & (iii), of the Companies Act 2013 one of the directors has been designated as Chief Financial Officer.	The company has appointed one of the Directors as CFO to consolidate the Indian and overseas operations.
F	As per Sec. 138 of the Companies Act 2013, the Company is required to appoint Internal Auditor, the company has not appointed Internal Auditor.	The Companys accounts and enabling documentary evidences are under periodic Audit resulting into vigilant supervision of the statutory Auditors and financial control is commensurate with size of the company.
G	The Minutes of the Board meeting and General meetings and committee meetings are yet to be updated and documented as required by the various provisions of Companies Act 2013.The statutory Registers are yet to be updated for the financial Year under review.	Under the guidance of Company Secretary all the statutory Registers and other records are updated to satisfy the observation of Secretarial Auditor.
H	We could not physically verify the records of Registrar & Transfer Agent for transfer of shares or Dematerialization process compliance and relied upon the confirmation given by R&T.	The records of share Transfers and dematerialization process are open for audit by Secretarial Auditor. R&T however submits the periodic reports to us to discharge the legal obligations under LODR 2015 And other regulations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Particulars of the Employees Covered by the Provision of Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. There under Forms Part of This Report.

1. The Ratio of the remuneration of each Director to Median Remuneration of the employees for the Financial year 2022 - 2023 and percentage increase in Remuneration of each Director, Chief Financial Officers, Company Secretary in Financial year 2022-23.

Name	Designation	Ratio to median remuneration	% increase In remuneration
Mr. Krishna Contractor	Managing Director	---	-
Mrs. Niranjana Contractor	Director	---	-

2. The Percentage increase in the median remuneration of employees in the financial year 2022-23

9.48 % increasing remuneration of employee during the year.

3. The number of permanent employees on the Roll of the Company as on March 31, 2023.

There are in on Seven Permanent Employees looking to the Business of the Company.

4. The relationship between average increase in remuneration and Company performance.

As per Remuneration policy of your Company employees are compensated on the basis of performance and potential need for achieving competitive advantage in the Business. The Compensation Structure has been built by regular bench marking over the years with relevant players across the industry in which your company operates in.

5. Compensation of the remuneration of the Key Managerial Personnel against the performance of the Company.

Internally, performances rating of all employees (staff) are always spread across a normal distribution curve. The rating given to an employee is used as an input to determine his variable and merit pay increases. Variable and Merit pay increases are calculated using a combination of individual performance and Company performance.

6. Variation in the Market Capitalization of the Company, price earnings ratio as at closing date of the current Financial year.

Particular	March 31, 2023	March 31, 2022	Change
*Market Capitalization (Rs. in Crores)	23.48	13.94	9.54
Price Earnings Ratio	2.01	2.00	0.01

*For computation of Market Capitalization of the Company and PE ratio, we have considered BSE Closing. Share price as on March 31 of respective years.

RELATED PARTY TRANSACTIONS

In terms of section 188 of the Companies Act Read with Rule 15 of The Companies (Meeting of Board and Its Power) Rules, 2014 And The Companies Amendment Act, 2015. The particulars of the related party transactions concluded at Arms Length are detailed hereunder.

Name of the related party	Designation	Relationship	Nature of Transaction	Amount (Rs.)
				2021 - 22	2022 -23
Income:
Contil Canada Ltd.	None	Affiliated Company	Sale of Goods Earning In Foreign Currency)	INR 16.70 Cr (CAD) 3156575	INR 19.68 Cr (CAD) 3240911
Investment :
Contil Canada Ltd.	None	Affiliated Company	Equity Contribution	36.73 (USD 90000)	36.73 USD 90000)
Expenses :
Krishna Contractor	Managing Director	Key management personnel	Director Salary	3.06	3.06
Niranjana Contractor	Director	Key Management personnel	Director Salary	3.06	0.00
Sejal Contractor	None	Wife of MD	Salary	1.80	0.00

Note: It is disclosed that Mrs. Niranjana Contractor (DIN NO: 00353207 ) and Mrs. Sejal Contractor( DIN NO : 09648101 ) are the relatives of Mr. Krishna Contractor, Chairman & Managing Director.

The members of the company have approved the Related Party Transaction between the Companies in India and overseas corporate affiliate venture in terms of SEC 188 of the Companies Act, 2013 up to the aggregate financial ceiling of Rs.50.00 Crores and disclosed herein above. All the international transactions are at Arms length.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has adopted a Policy on Vigil Mechanism in accordance with the provisions of the Act and Regulation 22 of SEBI (LODR) Regulations 2015, which provides a formal mechanism for all Directors, employees and other stakeholders of the Company to report to the management, their genuine concerns or grievances about unethical behavior, actual or suspected fraud and any violation of the Companys Code of conduct or ethics policy.

The policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the management about grievances or violation of the Companys Code of conduct.

Disclosure under the Sexual Harassment of Women at Workplace (Preventive, Prohibition and Redressal) Act, 2013:

As per the provision of the Sexual Harassment of Women at Workplace (Preventive, Prohibition and Redressal) Act, 2013, the company has constituted an Internal Complaints Committee (ICC). During the year 2021-22, no complaint was received before the committee. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this policy. Your company has no woman/ female employees.

CORPORATE GOVERNANCE

As envisaged by Regulation 15(2)(a) since the Paid-up Capital of the company is less than RS 10.00 Crores and net worth of the company is below RS 25.00 CRORES as on 31^st MARCH 2023. Your Company Claims Exemption from complying Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 And clauses(b) to (i)of sub Regulation (2) of Regulation 46 and para C, D and E of Schedule V of the SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 as amended from time to time and hence the Corporate Governance Report contains the information as envisaged to be disclosed and therefore in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public within the meaning of section 73 to 76 of the Companies Act 2013, for the year ended 31st March 2023.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Sec 134(3) (c) read with Sec 134(5) of the Companies Act 2013 with respect to Directors Responsibility Statement it is hereby stated:

(i) That in the preparation of the annual accounts for the financial year ended 31^st March 2023, the applicable accounting standards have been followed and that there were no material departures:

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year 31^st March, 2023 and of the profits of the company for the year under review:

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting a fraud and other irregularity,

(iv) That the Directors have prepared the annual account for the year ended 31^st March 2023 on a "Going Concern Basis."

(v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively,

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

AUDIT COMMITTEE

In terms of the provisions of regulation 18 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read with Section 177 of the Companies Act 2013, relating to the F.Y 31^st March 2023 the Audit committee consists of Mrs, Minal Chokhwala, Mr. Rajiv Chokhawala the Independent Directors of the Company, C.S. Priya Agrawal, the Company Secretary & Compliance Officer has acted as coordinator of the Audit committee. The Audit Committee meetings were held for the year ended 31^st March 2023 as detailed in the other part of this Report in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders.

All the Directors in the Audit committee are non-executive Directors with the chairman to be the Independent Director. The Audit committee inter alia reviewed the Internal Financial Control System and reports of the internal auditors and compliance of various regulations. The committee reviews at length the financial statements and approves the same before they are placed before the Board of Directors.

PARTICULARS LOANS GIVEN, GUARANTEE PROVIDED, INVESTMENT MADE AND SECURITIES PROVIDED

During the year the Company has not given an unsecured loan or provision of guaranties or investment made and securities provided to any of its Associates Company or Affiliated Company in or outside India except the business transaction balances for the transactions detailed herein above and for which approval U/S 188 has been accorded by members at its Annual General Meeting.

PREVENTION OF INSIDER TRADING

The Company has complied with provision of SEBI (Prevention of Insider Trading) regulation to be complied with effect from 15^th May, 2015. The Company has adopted fair Practices Code (FPC) as per the regulations. The Board and designated employees of the Company have confirmed compliance with the FPC as applicable for financial year 31^st March, 2023. The code of conduct and policies, procedures on Prevention of insider trading has been conceived by Directors.

EXTRACT OF ANNUAL RETURN

As envisaged by the Section 92 of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the details of the extract of Annual Report in form of MGT-9 is enclosed hereunder.

INDUSTRIAL RELATION

During the year under review the relationship between the employees and management were cordial.

REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with the provision of section 134 of the companies act, 2013 read with Companies (Accounts) Rules, 2014 are given herein below.

CONSERVATION OF ENERGY

Your company is conscious to conserve the energy and for the purpose adequate measures are taken.

TECHNOLOGY ABSORPTIONS

Your company continues to use adequate technological application in the operation of the company.

RESEARCH AND DEVELOPMENT

The activity of the company is export of pulses etc and hence does not require research and development information. FOREIGN EXCHANGE EARNING AND OUTGO

The company has exported the food and grocery items to the foreign country on account of Sale of Goods Earning in Foreign Currency (Export: INR 19.39 Crore (CAD 3240911).

AUDITORS REPORT

Auditors observations are self-explanatory and/or suitably explained in the notes on Accounts. The observation of the Secretarial Auditor is explained in the Directors report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.

By order of the Board of Directors.

For Contil India Limited

Place : Vadodara	K. H. CONTRACTOR
Date : 04-08-2023	(DIN: 00300342)
	Chairman & Managing Director