To the Members,
CONTINENTAL SEEDS AND CHEMICAL LIMITED
The Directors of the Company have pleasure in presenting the 38th
Annual Report and Audited Statement of Accounts for the financial year ended 31st
March, 2022.
1. FINANCIAL HIGHLIGHTS
Financial results of your Company for the year ended 31st
March, 2022 are summarized below.
(In Rs)
| PARTICULARS |
2021-22 |
2020-21 |
| Sales and Services |
97,89,27,447 |
95,39,79,928 |
| Other Income |
27,33,527 |
30,61,748 |
| Total Revenue |
98,16,60,974 |
95,70,41,675 |
| Total Expenditure |
97,75,65,738 |
95,16,79,760 |
| Profit before Tax |
37,56,448 |
48,68,146 |
| Less: Tax Expenses |
|
|
| Current Tax |
6,38,856 |
14,02,642 |
| MAT credit utilized |
- |
- |
| Net current tax |
- |
- |
| Earlier year Tax adjustment |
- |
- |
| Deferred Tax Assets |
(12,46,159) |
2,83,798 |
| Profit/Loss After Tax |
18,71,433 |
37,49,302 |
| Add: Balance B/F from Previous year |
1,97,65,457 |
1,62,58,665 |
| Less: Issue of Bonus shares |
- |
- |
| Other adjustments |
1,77,652 |
(2,42,510) |
| Balance Profit/(Loss) C/F to the next year |
2,18,14,541 |
1,97,65,456 |
2. DIVIDEND
The Board of Directors do not recommend any dividend on Equity Share
Capital for the year under review with a view to conserve resources and to plough back the
profits for the Financial Year ended 31st March, 2022 and to strengthen the net working
capital.
3. SHARE CAPITAL
During the financial year 2021-2022 our company has no change in the
capital structure of the company.
4. MANAGEMENT DISCUSSIONS & ANALYSIS (MDA)
Financial Review
The operating income during the financial year ended 31st March, 2022
stood at Rs. 37,56,448/- as against the total operating income of Rs. 48,68,146/- in the
previous financial year ended 31st March, 2021. During the Year the Company has earned a
net profit of Rs. 18,71,433/- as compared to the net profit of Rs. 37,49,302/- in the
previous year.
Industry Overview for the Company Agriculture
India is among the 15 leading exporters of agricultural products in the
world. Agricultural export from India reached US$ 38.54 billion in FY19 and US$ 35.09
billion in FY20.
According to Inc42, the Indian agricultural sector is predicted to
increase to US$ 24 billion by 2025.
The private sector's share in seed production increased from 57.28% in
2017 to 64.46% in FY21.
India is the world's second-largest producer of rice, wheat, sugarcane,
cotton, groundnuts and fruits & vegetables. It also produced 25% of the world's
pulses, as of last decade, until 2019.
The organic food segment in India is expected to grow at a CAGR of 10%
during 2015--25 and is estimated to reach Rs. 75,000 crore (US$ 10.73 billion) by 2025
from Rs. 2,700 crore (US$ 386.32 million) in 2015.
The processed food market in India is expected to grow to Rs.
3,451,352.5 crore (US$ 470 billion) by 2025, from Rs. 1,931,288.7 crore (US$ 263 billion)
in FY20 on the back of government initiatives such as planned infrastructure worth US$ 1
trillion and Pradhan Mantri Kisan Sampada Yojna. The food processing industry employs
about 1.77 million people. The sector allows 100% FDI under the automatic route.
The sector has also recorded a sharp increase in investments with
cumulative FDI inflow of US$ 10.94 billion between April 2000-December 2021. India
exported key processed food products such as pulses, processed vegetables, processed
fruits and juices, groundnuts, guar gum, cereal preparations, milled products, alcoholic
beverages and oil meals. The Comprehensive Economic Partnership Agreement (CEPA) between
India and the UAE will strengthen India's food processing industry.
Chemical
The specialty chemicals constitute 22% of the total chemicals and
petrochemicals market in India. The demand for specialty chemicals is expected to rise at
a 12% CAGR in 2019-22. Indian manufacturers have recorded a CAGR of 11% in revenue between
FY15 and FY21, increasing India?s share in the global specialty chemicals market to
4% from 3%, according to the Crisil report. A revival in domestic demand and robust
exports will spur a 50% YoY increase in the capex of specialty chemicals manufacturers in
FY22 to Rs. 6,000-6,200 crore (US$ 815842 million). From April 2021 to February 2022,
exports of organic & inorganic chemicals increased 33.75% YoY to reach US$ 26.48
billion. Revenue growth is likely to be 19-20% YoY in FY22, up from 9-10% in FY21, driven
by recovery in domestic demand and higher realisations owing to rising crude oil prices
and better exports.
The government has started various initiatives such as mandating
BIS-like certification for imported chemicals to prevent dumping of cheap and substandard
chemicals into the country.
The Indian government recognises chemical industry as a key growth
element and forecast to increase share of the chemical sector to ~25% of the GDP in the
manufacturing sector by 2025.
5. CHANGE IN REGISTERED OFFICE WITHIN STATE:
During the year there was no change in the Registered Office of the
Company.
6. DETAILS OF SUBSIDIARIES JOINT VENTURE OR ASSOCIATES The Company has
no Subsidiaries, Joint Venture or Associates.
7. DEPOSITS
The Company is in violation of Section 73 of the Companies Act, 2013
read together with the Companies (Acceptances of Deposits) Rules, 2014 as it has taken
advances from customers amounting to Rs. 130.79 lacs having outstanding balances of more
than 365 days. In terms of Rule 2(1) (xii)(a) such advances are liable to be treated as
deposits reads together with section 73 of the Companies Act, 2013 hence the Company is in
violation of the same.
8. AUDIT COMMITTEE:
The Audit Committee comprises Mr. Sachin Rastogi Director of the
Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent Directors of the
Company. All the recommendations made by the Audit Committee were accepted by the Board.
The Committee duly met five times during the year and was attended by all the Committee
Members. The details of the Audit Committee have been outlined in the Corporate Governance
Report which forms part of this Report.
9. NOMINATION & REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES
The Nomination and remuneration Committee comprises Mr. Sachin Rastogi
Director of the Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent
Directors of the Company. The Committee duly met two times during the year and was
attended by all the Committee Members. The salient features covered in the Remuneration
Policy have been outlined in the Corporate Governance Report which forms part of this
Report.
10. DIRECTOR?S & KEY MANAGERIAL PERSONNEL
Pursuant to Section 152 of the Companies Act, 2013, Mr. Pravin Rastogi,
Chairman and Managing Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
Change in Directors and Key Managerial Personnel
There was a change in composition of Directors or Key Managerial
Personnel during the financial year 2021-2022 which are as follows:
| S. No. |
Particulars |
Date of cessation |
Designation |
| 1 |
Dr. Vikash Chand Tyagi |
20/11/2021 |
Independent Director |
| 2 |
Mrs. Jai Shree Rastogi |
30/04/2021 |
Executive & Women Director |
11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF
ANY
The Company has received necessary declarations from Mr. Gopal Krishan
Sharma and Mr. Prashant Rastogi, Independent Directors of the Company, under section
149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in
section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015.
12. EVALUATION OF BOARD PERFORMANCE
In terms of the provisions of the Companies Act, 2013 read with Rules
issued there under and LODR, the Board of Director on recommendation of Nominations &
Remuneration Committee have evaluated the effectiveness of the Board/Director(s) for
financial year 2021-22.
13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Companies Act, 2013
read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of
remuneration drawn and the name of every employee, who if employed throughout the
financial year, was in receipt of remuneration for that year which, in the aggregate, was
not less than one crore and Twenty lakh rupees is set out in Annexure I to this Report and
is available on the website of the Company.
The details about the employees are marked as Annexure-I.
14. NUMBER OF MEETINGS OF THE BOARD
The board met 10 times during the year. The Board meetings details of
the Company are set out in the Corporate Governance Report which forms part of this
Report. The Maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013.
15. SECRETARIAL STANDARDS
The company complies with all the applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of India.
16. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Companies
Act, 2013, the Directors confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2022, the applicable accounting standards and Schedule III of
the Companies Act, 2013, have been followed and there are no material departures from the
same;
(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 as at 31st
March, 2022 and of the profit of the Company for the financial year ended 31st
March, 2022;
(c) the Directors have 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 fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a ‘going
concern? basis;
(e) the Directors have laid down proper internal financial controls to
be followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
17. AUDITORS AND AUDITORS? REPORT Auditor
Re-appointment of M/s PMAS & Associates LLP, Chartered Accountants,
having Firm Registration No. 024726N, as the Statutory Auditors of the Company, to hold
office from the conclusion of 38th Annual General Meeting till the conclusion
of the 43rd Annual General Meeting of the Company i.e. from the Financial year
01/04/2022 to 31/03/2027 who have given their eligibility certificates u/s 141 of the
Companies Act, 2013. The committee took note that the Companies Act, 2013 has exempted the
requirements of ratification of appointment of auditors on an annual basis at the AGM.
Internal Auditor
Re-appointment of M/s AMGK & Associates, Chartered Accountant, as
an Internal Auditors of the Company for the year ended 31st March, 2023, to review various
operations of the company.
18. RELATED PARTY TRANSACTIONS
The details of the related party transactions as required under
Accounting Standard - 18 are set out in Note 2.10 to the financial statements forming part
of this Annual Report. The particulars of every contract or arrangements entered into by
the company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 including certain on arm length transactions under third proviso
thereto are annexed in form AOC-2 under Annexure II. The Policy on materiality of related
party transactions and dealing with related party transactions as approved by the Board
may be accessed on the Company?s website.
19. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of section 204 of the Companies Act 2013 and
Rules made there under, the Company has appointed M/s Laur & Associate, Company
Secretaries to undertake the Secretarial Audit of the Company. The Company has annexed to
this Board Report as Annexure III, a Secretarial Audit Report given by the Secretarial
Auditor
20. LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014 are as follows:
The Company is in violation of Section 185 of the Companies Act, 2013
as it has provided corporate guarantee along with property to Canara Bank on behalf of
Natural Herbal & Seeds to the tune of Rs.10.60 Crore to obtain the credit facilities
by the sister concern. In addition to the guarantee, the company has provided two
properties registered in its name as collateral security to the Canara bank on behalf of
Natural Herbal & Seeds.
Details of loan and advances, guarantee and investments have been given
in the Note no. 14 & 16 of balance sheet note to accounts.
21. VIGIL MECHANISM
The Board of Directors of the Company have formulated a Whistle Blower
Policy which is in compliance with the provisions of Section 177(10) of the Companies Act,
2013 and Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The
Company, through this policy envisages to encourage the Directors and Employees of the
Company to report to the appropriate authorities any unethical behaviour, improper,
illegal or questionable acts, deeds, actual or suspected frauds or violation of the
Company?s Code of Conduct for Directors and Senior Management Personnel. The Policy
on Vigil Mechanism / Whistle blower policy may be accessed on the Company?s website.
22. RISK MANAGEMENT POLICY
Risk Management policy is formulated in compliance with Regulation 21
of the SEBI (listing obligation and disclosure requirement) regulation 2015 and section
134 (3) (n) of the companies act 2013, which requires the company to lay down procedure
for risk assessment and risk minimization. The board of directors, Audit committee and the
senior management of the company should periodically review the policy and monitor its
implementation to ensure the optimization of business performance, to promote the
confidence amongst stake holders in the process, plan and meet strategic objectives and
evaluate, tackle and resolve various risks associated with the company. The business of
the company is exposed to various risks, arising
out of internal and external factors i.e. industry, competition, input,
geography, financial, regulatory, other operational, information technology related other
risks.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 is as under:
Part A and Part B relating to conservation of energy and technology
absorption are not applicable to the Company as your Company is not a manufacturing
company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
(in Rs.)
| Total foreign exchange earnings and outgo |
2021-22 |
2020-21 |
| FOB Value of Exports |
Nil |
Nil |
| CIF Value of Imports |
Nil |
Nil |
| Expenditure in foreign currency |
Nil |
Nil |
24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by any of the
Regulators or Courts or Tribunals impacting the going concern status of your Company and
its operations in future.
25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 has been notified on 9th December, 2013. Under the said Act every company is required
to set up an Internal Complaints Committee to look into complaints relating to sexual
harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said policy. During the
year Company has not received any complaint of harassment.
26. DEMATERIALIZATION OF SHARES
Trading in the Equity Shares of the Company is only permitted in the
dematerialized form as per the Securities and Exchange Board of India (SEBI) circular
dated May 29, 2000.
The Company has established connectivity with both the Depositories
viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services
(India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2022,
100% of the Company?s Share Capital is in dematerialized form.
The Company?s shares are regularly traded on Emerge-the SME Growth
Platform of National Stock Exchange at Delhi.
27. CORPORATE GOVERNANCE
Pursuant to Regulation 27 of the LODR, the Corporate Governance report
together with a certificate issued from Laur & Associates, Company Secretaries on its
compliance is made part of the Annual Report.
28. CAUTIONARY STATEMENT
Statement in the management?s discussions and analysis describing
the Company?s projections, estimates, expectations or predictions may be
‘forward looking statements? within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that would make a difference to the Company?s operations include
demand-supply conditions, changes in government regulations, tax regimes and economic
developments within the country and abroad and such other factors.
29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE 2016
During the year under review there were no applications made or
proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
30. DETAILS OF DIFFERNCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.
During the year under review, there has been no one time settlement of
loans taken from banks and Financial institutions.
31. ACKNOWLEDGEMENT
The Directors of the Company are grateful to all the stakeholders
including the customers, bankers, suppliers and employees of the Company for their
co-operation and assistance.
By order of the Board
For Continental Seeds and Chemicals Limited
| Sd/- |
Sd/- |
| PRAVIN RASTOGI |
SACHIN RASTOGI |
| Chairman and Managing Director |
Director |
| DIN: 01414608 |
DIN: 05134858 |
| Address: M-73 B, 1st Floor, |
Address: H. No. 760 KOT SHARKI D |
| Malviya Nagar, New Delhi 110017 |
Ashink Sambhal UP 244302 |
| Date: 05/09/2022 |
|
| Place: New Delhi |
|
|