25 Apr 2017 | Livemint.com

Last Updated: Feb 28, 03:41 PM
Continental Chemicals Ltd.


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  • Vol: 200
  • BSE Code: 506935


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Continental Chemicals Ltd. Accounting Policy

Report on Corporate Governance

1. Company's philosophy on Code of Corporate Governance

The principles of Corporate Governance and the Code of Conduct & Ethics are die cornerstones of your Company. Your Company has consistently striven to implement best corporate governance practices reflecting its strong value system and ethical business conduct. The Company's philosophy on Corporate Governance en visages; attainment of highest levels of transparency, accountability and integrity in the functioning of the Company with a view to create value that ran be sustained continuously for the benefit of its stakeholders. All employees are bound by a Code of Conduct that sets forth Company's policies on important issues including our relationship with consumers, shareholders and Government.

2. Board of Directors

The Board of Directors consisted of 4 Directors as on 31st March, 2015. The Board has a healthy blend of executive and non-executive directors which ensures thy desired level of independence In functioning and decision making. The Board comprises of a Chairman and independent director, a Managing Director and Two Non-Executive Directors. Except the managing Director all three directors are non executive directors out of them two directors are Independent Director and one is woman Director.

The primary role of the Board is to protect the interest and to enhance value for all the stakeholders. The Board operates within the framework of a well defined responsibility matrix which enables it to discharge its fiduciary duties of safeguarding the Interest of the Company, ensuring fairness In decision making process, integrity and transparency of the Company's dealing with its members and other stakeholders.

 (B)Number of Board Meeting;

During the financial year 2014-15 twenty one (21) board meeting were held The Board Meetings were held on 14 April,2014, 18th April, 2014, 30th  April 2014, 10th  May 2014,20th May 2014, 30th May 2014. 10th June 2014. 23rd June 2014, 4th August 2014 , 22nd  August 2014,  17th  September 2014. 30th  September 2014, 8th October 2014. 30th October 2014, 3rd  November 2014. 4th November 2014, 24'" November 20 14. 11th December 2014 , 30th January 2015, 16th February 2015 and 4th  March 2015, The maximum Interval between any two meetings was not more than 4 months.

(C) Performance Evaluation;

In compliance: with the provisions of the Companies Act, 2013 ('the Act’) and Clause 49 of the Listing Agreement, the Board during the year adopted a formal mechanism for a valuation of Its performances as well as that of Its committee a and individual Directors, including the Chairman of the Board. A structured questionnaire was prepared after taking Into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties obligations arid governance.

A separate exercise was  carried out: to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such ,is level of engagement and contribution, Independence of judgment, safeguarding the interest of the Company' and its minority shareholders, etc. The performance ©valuation of the Independent Director's was carried out by the entire Board. the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Dl rectors expressed their satisfaction with the evaluation process,

(D) Independent Directors' Meeting:

In compliance with Section 140(81 of the Act road along with Schedule IV of the Act and Clause 40 (ii)(B)(ii) of the listing agreement with the stock exchange, the Independent Directors met on October 4, 2014 inter alia, to discuss,

(a) Evaluation of the performance of non- Independent Directors arid the Board as a whole;

(b) Evaluation of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors,

(c) Evaluation of the quality, quantity and timeliness of flow of. Information between the company, Management and the Board that is necessary for the Board lo effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting,

(E) Code of Conduct:

The Board of Directors of the Company have adopted Code of Business Conduct & Ethics, This Code is based on three fundamental principles, viz. good corporate governance  good corporate citizenship and exemplary conduct and is applicable to all the Directors and senior management personnel. In terms of the requirements of Clause 49 of the Listing Agreement, the Code of Business Conduct & Ethics, as approved by the Board of Directors, has hewn displayed at the website of the company. All the members of the Board a n d senior management personnel have affirmed compliance with the Code for the year ended 31st  March, 2015 and a declaration to that effects signed by the Managing Director is attached and forms part of this report.

(F) Code of Conduct for Prevention of Insider Trading:

The Company has a Code of Conduct for Prevention of Insider Trading in the shares and securities of the Company, This Code, interalia, prohibits purchase/sale of shares of the Company by Directors and employees while in possession of unpublished price sensitive information in relation to the Company, This Code is available on the Company's website.

3, Committees of the Board

With a view to have more focused attention on various facets of business and for better accountability, the Board has constituted various mandatory and other Committees from time to time, The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The minutes of the Committee meetings are circulated to all Directors Individually and tabled at the Board meetings.

(a) Audit Committee;

The Audit Committee was reconstituted on 18th April, 2014 and has been in position since then. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement Some of the important functions performed by the Committee are;

Financial Reporting and Related Processes

Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited Review Report thereon/audited annual financial statements and Auditors" Rupert thereon before submission to the Board for -approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the financial statements and / or recommendation, if any, mad a by the Statutory Auditors in this regard.

Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory auditors its judgement about the quality and appropriateness of the Company’s accounting principles.

The company secretary acts as the secretary of the  committee.

All the members of the Audit committee were present at the last AGM held on 29th September 2014.

All the recommendations of the Audit committee during the year were accepted by the Board of Directors.

Whistle Blower Policy

The Company has formulated whistle Blower policy t o establish a vigil Mechanism for directors and employees of the Company. This policy covers malpractices and events which have taken place suspected to have taken place misuse or abuse of authority fraud or suspected fraud. Violation of company rules manipulations negligence causing danger to public health and safety misappropriation of monies and other matter or activity on account of which the interest of the Company is affected arid formally reported by whistle blowers This Policy Is Intended to encourage and enableemployees lo raise serious concerns within the Company prior lo seeking resolution outside the company.

The purpose and objective of tins Policy Is to provide a framework to promote responsible and secure whistle blowing it protects the employee;

wishing in raise a concern about serious irregularities within the Company. The Company encourages its directors and employees  who have genuine concern about suspected misconduct to come forward and express these concerns without fear of punishment or un lair treatment A vigil {Whistle Blower) mechanism provides a channel to the employees and directors to report to the management concern:-, about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy, the mechanism provides for adequate safeguards against victimization of employees and directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee  in exceptional cases.

This policy, however, neither releases employees from their duly of confidentiality in the course of their work nor can it be used as a mute for raising malicious or unfounded allegations against people  in authority and/or colleagues in general, It is affirmed  that no personnel has been denied  access to the Audit Committee.

The Whistle Blower Policy of the Company has been uploaded and can be viewed on the Company's website

(b) Stakeholders Relationship Committee -

In compliance with the provisions of section 178 of the Act and the Listing Agreement, t he Board has constituted stakeholders Relationship committee. This Committee ensures speedy disposal of all grievances/complaints relating to shareholders/investors. The terms of reference of the committee include the following:

- To specifically took into complaints received from the shareholders of the Company;

- To oversee the performance of the Registrar and Transfer Agent of the Company,

To recommend measures for overall improvement in the quality of services to the investors;

The Committee comprised of

Shri Akshat Bhaskar- Chairman Independent Non-Executive Director

Shri Gaurav Kumar- Member

Shri Urminder Singh- Member

During the financial year 2014-15, the stakeholders Relationship committee met once on 3rd November 2014. The meeting was attended by all the members of the committee.

Company secretary of company is the compliance officer of the company.

As on 1 st April 2014, no complaints and/or requests for de materialization were pending . During the year 2014-15, the company received 1 shareholders complaints which were replied/ resolved o te satisfaction of the investors and no complaints and/or requests for dematerialization were pending as on 31st March, 2015.

All Valid requests for share transfers received during the year 2014-15 have been acted upon by the company and no transfer is pending.

c) Nomination and Remuneration committee:

In compliance with setion 178 of the Acat read along with the applicable Rules thereto and Clause 49 under the Listing agreement, the Board has constituted a Nomination and Remuneration committee.

The terms of reference of the Committee inter alia include the following:

a) To guide the Board in relation to appointment and removal of Directors, key Managerial Personnel and senior management personnel;

b) To evaluate the performance of the members of the Board as well as key Managerial personnel and senior management personnel and to provided rewards linked directly to their efforts performance declination and achievement relating to company’s operations;

c) To recommend to the Board on remuneration payable to the directors key Managerial personnel and senior management personnel

d) Assessing the independence of independent Directors:

e) To make recommendation to the Board concerning any matters relating to the continuation in office of any  director at any time including the suspension or termination of service of the Managing /whole-time Directors, subject to the provision of low and their service contracts.

f) To retain motivate and promote talent and to ensure long term sustainability of talented management personnel and create competitive advantage;

g) to devise a policy on Board diversity.

h) To develop a succession plan for the Board and to regularly review the plan.

Appointment & Remuneration Policy:

A. Policy for appointment and removal of directors, KMP and senior management personnel

(I) Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as director, KMP or senior management personnel and recommend to the Board his/her appointment.

b) A person should possess adequate qualifications, expertise and experience for the position, he/she is considered tor appointment, The Committee has discretion to decide whether qualifications, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position,

c) The Company shall not appoint or continue the employment of any person as Managing/ Whole-time Director who has attained the age of seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of the shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

{ii) Term/Tenure

a) Managing Director/ whole-time Director

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Whole-time Director for a term not exceed in give years at a time. No m-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director

- An Independent Director shall hold office for a term up to five consecutive years on lho Board of the Company and will be eligible «or reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

- No Independent Director shall hold office for more than two consecutive terms of epto a maximum of five years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director, provided that the In dependant Director shall not, during the said period of three years be appointed in or be associated with the Company In any other capacity, either directly or indirectly.

- At the time of appointment of Independent Director, ii should be ensured that number ol Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person Is servingas a Whole-time Director of a listed company or such other number as may bo prescribed under the Act.

(Ill) Evaluation

The Committee shall carry' out evaluation of performance or every Director, Key Managerial Personnel and senior management personnel at regular Intervals.

(iv) Removal

Duo to reasons for any disqualification mentioned In the Act or under any other applicable Act, Rules & Regulations there under, the Committee may recommend to the Board with reasons recorded In writing, removal of a Director, Key Managerial Personnel or senior management personnel subject to the provisions arid compliance of the said Act. Rules A Regulations.

(v) Retirement

The Directors, KMP and senior management personnel shall retire no per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP and senior management personnel in the same position/remuneration of otherwise even after attaining the retirement age, for the benefit of the Company,

B. Policy for remuneration to directors,, KMP find senior management personnel

(i) Remuneration to Managing/Whole-time Directors, KMP and senior management personnel

The remuneration/ compensation/ commission etc. to be paid to Managing/Whole-time Directors shall be governed as per provisions el the Companies Act, 2013 and Rules made there under or any other enactment for the time-being In force,

(ii) Remuneration to Non-Executive/ Independent Director

The non-executive independent /Non-independent Director may receive remuneration /compensation/ commission as per the provisions of the Act, The amount of sitting lees shall be subject to celling /limits as provided under the Act and Rules made there under or any other enactment for the time being in force.

The Nomination & Remuneration policy of the Company has been uploaded and can be viewed on the company’ website.

d) Risk Management committee:

The Company does not have any Risk Management policy as the elements of risk threatening the company’s existence are very minimal. The paid up share capital of the company is less than Rs. 10 Crores so clause 49 is not applicable to the company.

e) Share Transfer committee:

A Shae transfer committee was constituted in the company to do all required activity related to transfer of shares of company. The committee comprised of the following directors of the company.

5. Reconciliation of share capital Audit

As required by the securities & Exchange Board of India(SEBI) quarterly audit of the company’s share capital is being carried out by an indeoendent external auditor with a  view to reconcile the total share capital admitted with National Securities Depository Ltd(NSDL) and Central Depository services (India) Ltd (CDSL) and held in physical form, with the issued and listed capital. The auditor’s Certificate in regard to the same is submitted to BSE limited and is also displayed on company website.

5, Disclosures

(i) There were no transactions Of material nature with the directors or the management or their subsidiaries a or relatives etc. during the year that had potential Conflict with the interests of the Company at large. The details o» related party transactions have been reported in the Notes to Accounts and annexure - III,

(ii) the financial statements have been prepared In compliance with the requirements of rite Companies Act, 2013and in conformity, in all material respects, with 'tie generally accepted accounting principles and standards in India, The estimates/judgments made in preparation of these financial statements are consistent, reasonable and on prudent basis so as to reflect true and fair view of the state of affairs and results/operations of the Company.

(iii) The Company has formulated Whistle Blower Policy to establish a Vigil Mechanism for directors find employees of the Company and the details are provided in point no. 3 (a) of this report.

(iv)The company has not raised any funds from the capital market public/rights/preferential issues etc. during the financial year under review.

(v) The Company has been suspended from trading by BSE due to some non compliances In past few years. The revocation of suspension of trading at RSP is in process and company has received the letter of In principal approval for revocation of suspension from BSE.

(vi) The details of the equity shares of the Company field by the Directors as on 31t March, 2015 are as under:

Mr. Naresh Kumar Chibba 133110 Snares

(vii)The Clause 49 of listing agreement is not applicable to the Company,

Pending Investors' Grievances

Any Member / Investor, whose grievance has not been resolved satisfactorily, may kindly write to the Company Secretary al the Registered Office with a copy of the earner correspondence,

G. Means of communication

The Quarterly, Half Yearly and Annual Results are communicated to the BSE.DSE & UPSE where the Company's shares are listed as soon as they are approved and taken on record by the Board of Directors of the Company. Further, the quarterly and half-yearly results are published in newspapers Such as 'Pioneer' {English) and 'Pioneer' {Hindi). The results are not sent individually to the shareholders. The financial results, are also displayed on the web-site of the Company at www.continentalchemicalsltd.com .

In order to redress shareholders' queries and grievances, the Company has a separate e-mail ID into@continentalsoft.com .

Tine Management Discussion and-Analysis Report forms part of the Directors' Report,

7. Auditors’ certificate on corporate Governance

Not applicable to your company

“ as company has paid up share capital of less that 10 crore clause 49 is not applicable to company.

8. MD/CFO certification

The MD and the CFO have issued certificate pursuant to the provisions of clause 49 of the listing agreement certifying that the financial statements do not contain any untrue statements and these statements represent a true and fair view of the company’s affairs. The said certificate is annexed and forms part of the Annual Report.



Date: 22nd September 2015.

Time :4.00 p.M

Venue A-7 Sector-Vii Noida, Gautam Budh Nagar, Pin 201301 (U.P)

Posting of annual Reports : Till 20.08.2015

Last Date for receipt of proxy forms 20.092015 till 4.00 P.M.

E- Voting Facility to members

In compliance with provisions of section 108 of the companies Act, 2013 and Rule 20 of the companies( Management and Administration) Rules,2014, the company is pleased to provide members the facility to exercise their right to vote at the 30th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting services provided by central Depository services ltd(CDSL) Pursuant to the amendments made in clause 35B of the Listing Agreement by SEBI, the company has sent assent/dissent forms to the members to enable those which do not have access to e-voting facility to cast their vote on the shareholder resolution to be passed at the ensuing Annual General Meeting by sending their assent or dissent in writing.

Extraordinary General Meetings (EGM)

During the year under review, no Extraordinary General Meeting (EGM) has been held.

During the year under review , no resolution has been passed through the exercise of postal ballot.

Meeting for approval of quarterly and annual financial results were held on the following dates:

Quarter –Date of Board Meeting

1st Quarter -4th August 2014

2nd Quarter-8th October, 2014

3rd Quarter- 30th January, 2015

4th Quarter-30th April 2015.

Financial Calendar 2015-16(Tentative):

Board Meetings to take on record

Financial results for quarter ended 30.06.2015 Second week of August , 2015.

Financial results for quarter ended 30.09.2019 –First week of November,2015

Financial results for quarter ended 31.12.2015-First week of February, 2016

Financial results for quarter/year ended 31.03.2016 :Last week of May,2016

Book Closure Date

21st September.2015 to 22nd September 2015 (both days inclusive)

Dividend Payment date:

No Dividend has been declared for the year ended March 31, 2015


Name & Address of Stock exchange


Phiroze Jeejeebhoy Toweres , Dalal street, Mumbai- 400 001

Delhi Stock Exchange Association Ltd

DSE House 3.1 Asaf Ali Road New Delhi -110002

UP Stock Exchange association Ltd

Padam Toweres 14/113 Civil Lines Kanpur -208001

The Company has already paid annual listing fee for the year 2014-15

Stock code

BSE Ltd Mumbai 506935

Demat ISIN in CDSL for equity shares INE 423K01015

Market Price date

Not Applicable

As company has been suspended from trading no data for Market price is available

Share Transfer System

The Transfers are normally processed within a period of 15 days from the date of receipt if the documents are complete in all respects. Requests for dematerialization of shares are processed and confirmation is given to the respective depositories i.e. NSDL and CDSL within 15 days. The Connectivity with NSDL& CDSL is maintained through M/s BEETAL Financial & computer Services Pvt Ltd. The shareholders have the option to open account with any of the depository participants registered with CDSL. In the case of off market/Private transactions involving transfer of shares in physical form SEBI has made mandatory for the transferee(s) to furnish copy of PAN card to the company/RTA .The shareholders/ investors are advised to comply with the same while filing transfer documents with the company /RTA.

Share Transfer Agents and demant Registrar:

The Company has appointed M/s. BEETAL Financial & Computer Services Pvt Ltd., New Delhi as the Registrar & share Transfer Agents for handling both physical share registry work and demat share registry work having their office at:

BEETAL Financial & Computer Services Pvt Ltd.

BEETAL HOUSE , 3rd Floor, 99 Madangir, behind LSC, New Delhi- 110062

Ph 011-29961281-283 Fax 011-29961284

Shareholders holding shares in electronic mode should address all their correspondence to their respective Depository Participants.

For and on behalf of Board of Directors

Sd/- Naresh K. Chibba

Managing Director

Sd/- Dhiraj kumar Choudhary


Regd. Office: Continental Chemicals Ltd

A-7, sector-7 Nodia Gautam Budh Nagar V.P. 201301

Place: Noida

Date: 13.08.2015