To
The Members,
CONTINENTAL CONTROLS LIMITED.
Your Directors present their 28thAnnual Report on the business and
operations of the Company and the accounts for the Financial Year ended 31st
March, 2023.
STATE OF COMPANYS AFFAIRS:
Your Company is in the business of sales and service of Thermal Overload Protector.
It has a worldwide network, single sales office, a warehouse and a work force of over 30
people that sell a single product to about 30 customers in India andAbroad.
FINANCIAL PERFORMANCE:
|
Standalone |
Particulars |
March 2023 |
March 2022 |
| Income From Operations |
59,722.34 |
77,970.56 |
| Other Income |
673.96 |
13240.94 |
Total Income |
60,396.31 |
91,211.49 |
Total Expenses |
78,183.74 |
94,790.00 |
Profit/(Loss) Before Tax |
(17,787.43) |
(35,78.51) |
| Provision for taxation/Deferred tax Exp (Income) |
(462.01) |
0.00 |
Net Profit/(Loss) |
(17,325.41) |
(3,578.51) |
| Profit(Loss) of earlier years |
0.00 |
0.00 |
Balance carried forward to the balance sheet |
(17,325.41) |
(3,578.51) |
During the financial year 2022-23, the total income decreased to Rs.60,396.31
(thousands) as compared to previous years total income of Rs.91,211.49 thousands. There
is a loss before tax of Rs.17,787.43(thousands) as compared to Previous Year loss before
tax of Rs.3,578.51 thousands in the previous year since Revenue from operation has
decreased to Rs. 59,722.34
(thousandss) as compared to the previous years Income of Rs. 77,970.56 thousands.
DIVIDEND AND BOOK CLOSURE
The Board of Directors does not recommend dividend on equity shares for the current
financial year.
The register of members and share transfer books will remain close from 24thSeptember,
2023 to 30th September, 2023(both days inclusive) for the 28thAnnual
General Meeting of the Company scheduled to be convened on Saturday,30th September,
2023 at Poush Krishna Gardens, Maljipada, Opp. Crown Petrol Pump, Ahmedabad Highway,
Taluka, Vasai East, Dist Palghar – 401210.
FINANCIAL SITUATION Reserves& Surplus
As at 31st March, 2023 Reserves and Surplus amounted to Rs. (37,771.70)
(thousands) as compared to Rs. (20,446.29) (thousands) of previous year. The said scenario
is due to inadequate profitability during the year under review and contribution of losses
by the company.
Long Term Borrowings
As at 31st March 2023 Long Term Borrowings as Rs.21,794.37 thousands in the
current financial year as compared to
Rs.31,878.61 thousands during the previous year.
Short Term Borrowings
As at 31st March 2023 Short Term Borrowings as Rs.5,489.68 thousands in the
current financial thousands during the previous year.
Fixed Asset
Net Fixed Assets as at 31st March, 2023 has increased to Rs.41,408.07
thousands as compared to Rs.49,897.41 thousands.
Investments
The Company has not made any investment in the current period under review.
Shares Capital
During the year, there is no Allotment of Equity Shares to Promoters and Non-Promoters.
MEETINGS BOARD OF DIRECTORS
The Board normally meets once in a quarter and additional meetings are held as and when
required. During the year, the Board of Directors met 5 times i.e. on 30th June
2022, 14th August 2022, 13th November 2022 and 14th
February 2023, 25th March 2023. The dates of Board Meetings were generally
decided in advance with adequate notice to all Board Members.
APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL
(KMP):
During the year under review, there is no change in the composition of the Directors of
the Company.
INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received
declarations from Mr. Pradeep C. Gaglani,
Mr. Kanaiyalal S. Thakker, Mr. Haresh kumar S. Thakker, and Mrs. Keta R. Poojara
Independent Directors confirmingthat they meet the criteria of independence as specified
in Section 149(6) of theAct.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE
COMPANIES ACT, 2013.
The Board of Directors of your Company in consultation with Nomination and Remuneration
Committee had formulated and adopted Code for Independent Directors and which contains
policy on directors appointment and remuneration including criteria for determining
qualification, positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors in
adherence with the policy prescribed under the code of independent directors and
provisions of section 178(3) of the Companies Act, 2013.
AUDIT COMMITTEE
The Company has an Independent Audit Committee comprising of 4(Four) Independent
Directors and 1 (one) Executive Director. Mr. Pradeep C. Gaglani, Mr. Kanaiyalal S.
Thakker, Mr. Hareshkumar S. Thakker, Mrs. Keta R. Poojara and Mr. Navinchandra G.Thakkar,
Managing Director of the Company are Members of the Committee. The committee is chaired by
Mr.
Pradeep Gaglani. All the members of the Audit Committee are financially literate. In
view of their professional qualification and are considered to have financial management
and accounting related expertise.experiencein finance, Terms of reference of the Audit
committee are elaborated in the Corporate Governance report which forms the part of this
Annual Report.
EVALUATION OF PERFORMANCE OF BOARD
During the year, a separate Meeting of Independent Directors of the Company was held on
17th March, 2023, which was attended by all the Independent Directors to discuss and
review the self-assessment of Directors, Board and Committees thereof and also assess the
quality, content and timeliness of flow of information between the Management and the
Board.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) in the preparation of the annual accounts for the financial year ended 31 st
March, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures; (b) the directors have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss of the company for
that period; (c) the directors have taken proper and sufficientcare for the maintenance of
adequate accounting the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities; (d) the directors have
prepared the annual accounts on a going concern basis; and (e) the directors, in the case
of a listed company, have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating .
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Company has
implemented several best Corporate Governance Practices as prevalent globally.
In compliance with Regulation 17 to 27 of the Securities and Exchange Board Of India
(Listing Obligations And Disclosure Requirements) Regulations, 2015 entered into with the
Stock Exchanges, a Report on the Corporate Governance, along with the certificate from the
Statutory Auditors of the Company on compliance with the provisions of the said Clause is
annexed and forms part of the Annual Report.
LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY.
The Company has not granted any Loan and not made any guarantee, Investment under
Section 186 of the Companies Act 2013 and therefore not required to comply with the same.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM
ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT.
During the year there was no related party transactions of material nature that may
have a potential conflict with interests of the
Company, all transactions with related parties were in the normal course of business.
On recommendation of Audit Committee the Board ratifies all the related party transactions
on quarterly basis. The details of the transaction is annexed herewith as ‘Annexure-
I in the prescribed form AOC-2
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Energy conservationdictateshowefficientlya company can conduct its operations. CCL has
recognized the importance of energy conservation in decreasing the deleterious effects of
global warming and climate change. The Company has undertaken reduced the growth in carbon
di-oxide (CO2) emissions and strengthened the variousenergy Companys commitment towards
becoming an environment friendly organisation. A dedicated ‘Energy Cell is focusing
on energy management and closely monitor energy consumption pattern across all
manufacturing sites. Periodic energy audits are conducted to improve energy performance
and benchmark with other international refineries and petrochemicals sites.
CCL Focuses on (i) new products, processes and catalyst development to support existing
business and create breakthrough technologies for new businesses (ii) advanced
troubleshooting, and (iii) support to capital projects, and profit and reliability
improvements in manufacturing plants.
PARTICULARS |
AMOUNT |
| EARNING |
Rs. 47,29,801 |
| OUTGOING |
Rs. 3,32,51,319 |
The Companys Export Earning and outgoing is:
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments has been done by management affecting
the financial position of the Company between the end of the financial year of the company
to which the financial statements relates and the date of the
The company had held an EGM on 20th February,2023 for –
1. Approval for transfer of Thermal Protectors undertaking of Continental Controls
Limited.
2. Approval for Related Party Transaction with Shree Krishna Controls Private Limited.
Both the resolutions were passed by requisite majority.
The company had signed a Business Transfer Agreement with Shree Krishna Controls
Private Limited on 15th February, 2023.
EXTRACT OF ANNUAL RETURN
The company is not required to disclose the extract of annual return in form MGT-9.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the
Company as itissufferinglosses since last three consecutive years; hence disclosure in
this regard is not provided.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10))
The Board of directors of the Company believes in conducting all its affairs in a fair
and transparent manner, by adopting highest standards of professionalism, honesty,
integrity and ethical behaviour. The directors are committed to comply with the laws and
regulations to which it is subject. For this, it has put in place systems, policies and
procedures to interpret and apply these laws and regulations in the organizational
environment. In consonance with the object of transparency and good governance, the board
of directors of the company formulated and adopted "Whistle Blower Policy and Vigil
Mechanism"
The organizations internal controls and operating procedures are intended to detect
and prevent improper activities. In this regard, the Company believes in developing a
culture where it is safe for all the Directors/Employees to raise concerns about any poor
or unacceptable practice and any event of misconduct. These help to strengthen and promote
ethical practices and ethical treatment of all those who work in and with the
organization.
The main objective of this Policy is to provide a platform to Directors and Employees
to raise concerns regarding any irregularity, misconduct or unethical matters / dealings
within the group which have a negative bearing on the organization either financially or
otherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION
(SECTION 197(12))
Details pertaining to remuneration as required under section 197(12) of the Companies
act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial
personnel) rules, 2014 are provided in ‘Annexure-IIto the Boards Report.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES
Disclosures pertaining to remuneration to directors and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.
Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the board of directors do hereby declare that:
(i) No any employee throughout the financial year, was in receipt of remuneration for
that year which, in the aggregate, was not less than One Crore Two Lakhs rupees;
(ii) No any employee for a part of the financial year, was in receipt of remuneration
for any part of that year, at a rate which, in the aggregate, was not less than eight lacs
fifty thousand rupees per month; (iii) No any employee throughout the financial year or
part thereof, was in receipt of remuneration in that year which, in the aggregate, or as
the case may be, at a rate which, in the aggregate, is in excess of that drawn by the
managing director or whole-time director or manager and holds by himself or along with his
spouse and dependent children, not less than two percent of the equity shares of the
company.
SUBSIDIARY COMPANIES
The Company has no subsidiary companies and hence company does not need to make
disclosure of contracts or arrangements or transactions not at arms length basis.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 (3) and 53 (f) of the
Securities and Exchange Board Of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a
separate section forming part of the Annual Report.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there
under, Mr. Shravan A. Gupta, Practicing Company Secretary was appointed to conduct the
secretarial audit of our company for F.Y. 2022-23. The Secretarial Audit report is given
separately under Annexure III. There are qualifications or observations or other remarks
made by the Secretarial
Auditor on the audit conducted by him in his Report.
STATUTORY AUDITOR
The Auditors, M/s. G. P. Kapadia & Associates, Chartered Accountants (Firm
Registration No. 104768W) be and are hereby appointed as the Statutory Auditors of the
Company whose office was liable for Rotation under Section 139(2) of the Companies Act,
2013,to hold office from the conclusion of this Annual General Meeting until the
conclusion of the Thirty Third Annual
General Meeting of the Company to be held in the calendar year 2028 at such
remuneration as may be mutually agreed to, between the Board of Directors and the
Auditors, plus applicable taxes and reimbursement of travel and out-of pocket expenses in
connection with the audit of standalone financial statements of the Company.
Explanations or Comments by the Board on every qualification, reservation or adverse
remark or disclaimer made
1. By the Statutory Auditor in its report
The Statutory Auditor has not made any qualification, reservation or adverse remark or
disclaimer in his Audit Report and has given unmodified opinion.
2. By the Secretarial Audit Report in its report
The Secretarial Auditor has given qualification in his secretarial audit report is as
follows:
The company is under the process of maintaining website as per the Regulation-46 of the
SEBI(LODR) Regulations,2015. The Directors take initiative to maintain website as per the
Regulation-46 of the SEBI(LODR) Regulations,2015.
HUMAN RESOURCES
Company considers its employees as most valuable resource and ensures strategic
alignment of Human Resource practices to business priorities and objectives. The Company
has a dedicated team of employees at various locations across our corporate office and
branch offices (including Subsidiary companies) spread across the country. The Company
strives to inculcate culture where its employees are motivated and their performance is
aligned with values. Company has achieved this present level of excellence through the
commitment and dedication exhibited by its employees. The focus on improving productivity
and adoption of best practices in every area are being pursued relentlessly. Efforts for
active participation, nurturing creativity and innovation and ensuring a climate of
synergy and enthusiasm have been at the core of Human Resource initiatives and
interventions.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
Your Company has adequate internal financial control and adopted Internal Financial
Control Policy in order to maintain confidentiality of price sensitive information and
internal financial control.
RISK MANAGEMENT
The Company has mechanisms to inform the Board Members about the risk assessment and
minimization procedures and periodical review to ensure that executive management controls
risk through means of a properly identified framework. Risk management is an ongoing
process and the Audit Committee will periodically review risk mitigation measures. The
Board of Directors has not constituted a Risk Management Committee as is not mandatory to
the company vide circular bearing number
CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.
The Board of Directors of the Company and the Audit Committee shall periodically review
and evaluate the risk management system of the Company so that the management controls the
risks through properly defined network.
Head of Departments shall be responsible for implementation of the risk management
system as may be applicable to their respective areas of functioning and report to the
Board and Audit Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS INFUTURE
There were no significant and material orders passed by the regulators and/or courts or
tribunals during the year.
POLICY FOR SEXUAL HARRASMENT
The Company has always been committed to provide a safe and dignified work environment
for its employees which is free of discrimination, intimidation and abuse. The Company has
adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the
provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("Act"). The objective of this policy is to provide
protection against sexual harassment of women at workplace and for redressal of complaints
of any such harassment. The Company has also constituted an Internal Complaints
Committee to redress the complaints received under this policy.
The following is a summary of sexual harassment complaints received and disposed-off
during the year under
- No of complaints received: Nil
- No of complaints disposed-off: NA
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank all investors, clients, vendors, banks,
regulatory, Government authorities and Stock Exchanges for their continued support and
cooperation. The Directors also wish to place on record their appreciation of the
contribution made by the business partners / associates at all levels.
|
By Order of the Board |
|
Sd/- |
|
Navin G.Thakkar |
|
DIN 00251210 |
|
Chairman & Managing Director |
| Place : Mumbai |
|
| Date: 30.08.2023 |
|
+91-9892691696
