Continental Controls Ltd Directors Report

To

The Members,

CONTINENTAL CONTROLS LIMITED.

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

STATE OF COMPANYSAFFAIRS:

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

FINANCIAL PERFORMANCE:

(Rs. In thousands)

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

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

**The figures mentioned above are in thousands.

DIVIDEND AND BOOK CLOSURE

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

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

FINANCIAL INFORMATION

Reserves& Surplus

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

Long Term Borrowings

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

Short Term Borrowings

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

Fixed Asset

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

Investments

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

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

SHARE CAPITAL

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

MEETINGS BOARD OF DIRECTORS

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

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

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

INDEPENDENT DIRECTORS

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

POLICY ON 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 qOualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report.

EVALUATION OF PERFORMANCE OF BOARD

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

PUBLIC DEPOSITS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies HUMAN RESOURCES:

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

COMPLIANCE WITH SECRETARIAL STANDARDS

("SS-1 and SS-2")

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

MATERIAL CHANGES AND COMMITMENTS:

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

HOLDING COMPANY:

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

SUBSIDIARY COMPANIES:

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

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

CORPORATE GOVERNANCE:

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

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

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

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Energy conservation dictates how efficiently a company can conduct its operations. CCL has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has undertaken various energy efficient practices that have reduced the growth in carbon di-oxide (CO2) emissions and strengthened the 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 technologies for new businesses (ii) advanced troubleshooting, and (iii) improvements in manufacturing plants.

The Companys Export Earning and outgoing is:

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

EXTRACT OF ANNUAL RETURN

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

The 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.

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. 2023-24. The Secretarial Audit report is given separately under Annexure III. There are qualifications or observations or other remarks made by the Secretarial Auditor on the audit conducted by him in his Report.

STATUTORY AUDITOR

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

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

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

1. By the Statutory Auditor in its report

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

2. By the Secretarial Audit Report in its report

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

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

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

HUMAN RESOURCES

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

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

RISK MANAGEMENT

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND 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 review:

- No of complaints received: Nil

- No of complaints disposed-off: NA ACKNOWLEDGEMENTS

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

	By Order of the Board
	Sd/-
	Navin G.Thakkar
	Chairman & Managing Director
	DIN:00251210
Place : Mumbai
Date: 30th May,2024