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CONTINENTAL PETROLEUMS LTD.

20 December 2024 | 12:00

Industry >> Lubricants

Select Another Company

ISIN No INE369D01023 BSE Code / NSE Code 523232 / CONTPTR Book Value (Rs.) 43.34 Face Value 5.00
Bookclosure 28/09/2024 52Week High 123 EPS 4.92 P/E 23.76
Market Cap. 64.94 Cr. 52Week Low 51 P/BV / Div Yield (%) 2.69 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Directors take pleasure in presenting their 38th Report and Audited Financial Statements of the Company for the financial year 2023-24

1. Financial Performance

Financial Result

(Amount in Rs. Lac)

Particulars

Year Ended 31st March, 2024

Year Ended 31st March, 2023

Business Income

5302.91

9,835.53

Other Income

195.16

13.01

Total Income

5498.07

9,848.54

Profit/{Loss) before Interest, Depreciation and Tax

598.31

750.84

Less: Interest (finance cost) and Depreciation

213.46

202.54

Profit/(Loss) before tax

384.85

548.30

Exceptional Item

-

-

Less: Current Tax

83.68

105.05

Deferred Tax

27.86

48.97

Profit/(Loss) for the period

273.31

394.29

Notes: The above figures are extracted from the standalone financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions of the Act.

2. Financial Performance

During the year under review the Company has generated Rs. 5,302.91 (In Lacs) as revenue from operations against Rs. 9,249.60 (In lacs) in the previous year. The profit After Tax (PAT) attributable to shareholders for financial year ended 31st March, 2024 is Rs. 273.31 (In lacs) as against net profit of Rs. 394.29 (In lacs) in the previous year.

3. State of Company's Affairs

Information on Companies operations is given in the Management Discussion & Analysis Report forming part of this Report.

4. Material Changes and Commitments Affecting the Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report. As such no specific details are required to be given or provided.

5. Change in Nature of Business. If any

As required to be reported pursuant to Section 134(3) (q) of the Act read with Rule 8(5)(ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24 and the Company continues to carry on its existing business.

6. Subsidiary/Associate/Joint Venture Company

During the reporting period no Company has become or ceased to be a subsidiary/joint venture or associate.

7. Dividend

Your directors do not recommend any dividend for the financial year ended on 31st March, 2024.

8. Transfer to Reserves

During the period under review, no amount has been transferred to any reserves.

9. Deposits

During the reporting period the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act,

2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has accepted loan from Directors of the Company specified in notes to financial statements covered under Rule 2(l)(c)(viii) of the Companies (Acceptance of Deposits) Rules,

2014 and the Declaration from them that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others has been obtained.

10. Share Capital

The Current Capital Structure of the Company is given below:

Authorized Capital:

The Authorised Capital of the Company is Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 60,00,000 (Sixty Lakhs) Equity Shares of face value of Rs. 5/- (Rupees Five only) each.

Issued Capital:

The Issued Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares of Rs. 5/- (Rupees Five only) each.

Subscribed & Paid-up Capital:

The Subscribed &Paid-up Capital of the Company is Rs.27,803,120/- (Rupees Two Crore Seventy-Eight Lakh Three Thousand One Hundred Twenty Only) divided into 55,60,624 (Fifty-Five Lakhs Sixty Thousand Six Hundred Twenty-Four) Equity Shares of 5/- (Rupees Five only) each.

During the year under review; the Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares or any convertible instruments.

The Company has only one class of Equity Share having a par value of Rs. 5/-. Each holder of share is entitled to one vote per share with same rights.

11. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

a. In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. They have selected such accounting policies, 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 loss of the Company for that period;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

e. Necessary internal financial controls have been laid down by the Company and the same are commensurate with its size of operations and that they are adequate and were operating effectively; and

f. That proper system was devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Details in respect of adequacy of Internal Financial Control with reference to the Financial Statements

The Company has adequate internal controls and processors in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

13. Corporate Social Responsibility (CSR)

As the company does not fall under the criteria specified under section 135 (Corporate Social Responsibility) of the Companies Act, 2013, hence section 135 and rules made thereunder and disclosure required to made pursuant to said provisions are not applicable to the company.

14. Details of Significant and Material Orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No significant or material order has been passed by the Regulators/Courts or Tribunals which can impact the going concern status and Company's operation in future on achievements of operational and strategic goals, compliance with policies, procedures applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

15. Particulars of contracts or arrangements with Related Party

Related Party Transactions during the financial year 2023-24 were on arm's length basis and in ordinary course of business. They were all in compliance with the applicable provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). All such transactions are placed before the Audit Committee for review/approval. The necessary omnibus approvals have been obtained from Audit Committee wherever required. There were no material Related Party Contracts/ Arrangements/Transactions made by the Company during the year 2023-24 that would have required Shareholders' approval under provisions of Section 188 of the Companies Act, 2013 or of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The Company has adopted a Related Party Transactions Policy duly approved by the Board, which is uploaded on the Company's website & may be accessed at www.contol.in

Pursuant to the provisions of section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Related Party Transactions entered into by your Company with related parties during the Financial Year 2023-24 were in the ordinary courses of business and at arm's length basis.

Requisite prior approval of the Audit Committee was obtained in the meeting for related party transactions entered into during financial year 2023-24 and the same was also placed before the Board for seeking their approval. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, is not applicable on the Company.

For the financial year 2024-25, the Board and the Audit Committee in their meeting held on 27th May, 2024 had granted omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. All related party transactions are placed before the Audit Committee on a quarterly basis.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars regarding conservation of Energy, Technology Absorption and foreign exchange earnings and expenditure stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rule 2014 is annexed as "Annexure 1" to the Board's Report.

17. Particulars of Employees and related disclosures

The information and disclosures pertaining to remuneration and other details of employees, Directors and Key Managerial Personnel as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the MR Rules") is annexed herewith as "Annexure 2" forming integral part of this report.

18. Management Discussion & Analysis Report

A detailed review of operations, performance and future outlook of the Company and its business is given under the Management Discussion and Analysis Report which forms an integral part of this Report and is set out as a separate section to this Annual Report.

19. Corporate Governance Report

Your Company is committed to good corporate governance practices. A separate report on Corporate Governance in compliance with the provisions of Regulation 34 of the Listing Regulations read with Para C of Schedule V of the said regulations, along with a certificate received from M/s R.P. Khandelwal & Associates, Chartered Accountants (FRN: 001795C) confirming that the Company is and has been compliant with the conditions stipulated under the Listing Regulations forms part of the Annual Report.

20. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Listing Regulations, the Company has adopted ‘Whistle Blower Policy’ for Directors and employees to deal with the cases of unethical behavior in all its business activities, fraud, mismanagement and violation of Code of Conduct of the Company.

The Whistle Blower Policy may be accessed on the website of the Company at www.contol.in.

21. Risk Management

The Company has implemented an integrated risk management approach through which it reviews and assesses significant risk on a regular basis to ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews the risk management. The management is however, of the view that no risk element is identified which in opinion of the Board may threaten the existence of the Company.

22. Auditorsa) Statutory Auditors and their report

M/s. RP Khandelwal & Associates (FRN: 001795C), Chartered Accountant was appointed as the Statutory Auditors of the Company in the 36th AGM for a term of 5 years who shall hold office till the conclusion of 41st Annual General Meeting to be held in the year 2027. They have audited the financial statements of the Company for the year under review.

Auditors determines that the Company is providing a fair and accurate representation of its financial position by examining financial transactions. They report to the shareholders and other stakeholders on the financial statements of the Com pany.

Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

During the year under review, no instance of fraud was reported by the Statutory Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

The notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2023-24 have given unmodified opinion.

b) Secretarial Auditor and their report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of the Listing Regulations, your Board had appointed CSTrishla Gupta, Practicing Company Secretary as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Board in its meeting dated May 30, 2024 had re-appointed CS Trishla Gupta, Practicing Company Secretary as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report is issued in Form MR-3 by CS Trishla Gupta, Practicing Company Secretary, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024, in relation to compliance of all applicable provisions of the Companies Act, 2013, is set out in the "Annexure 3(i)" to this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Compliance Report issued by CS Trishla Gupta for the financial year ended March 31, 2024, in relation to compliance of all applicable SEBI Regulations/ circulars/guidelines issued thereunder, pursuant to requirement of Regulation of the Listing Regulations, is set out in "Annexure 3(ii)" to this Annual Report.

During the year under review, no instance of fraud was reported by the Secretarial Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

c) Internal Auditor

In accordance with the provisions of section 138 of the Act and rules made thereunder and applicable regulations of the Listing Regulations, the Board of Directors of the Company had appointed M/s Gupta Chordia & Associates, as Internal Auditors to conduct Internal Audit of the Company for the financial year 2023-24.

The Board in its meeting dated May 30, 2024 had appointed Mr. Jitendra Shari, Chartered Accountant, as Internal Auditors of the Company to carry out Internal Audit of the Company for the financial year 2024-25.

During the year under review, no instance of fraud was reported by the Internal Auditor of the Company in their Audit Report under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act.

d) Reporting of Fraud by Auditors

During the financial year, none of the Auditors of the Company have reported any instances of frauds committed as specified under section 143(12) of the Act.

e) Cost Auditors

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not so made and maintained.

23. Disclosure on confirmation with the Secretarial Standards

Company has complied with the Secretarial Standards issued by Institute of Companies Secretaries of India (I CS I) on Board Meetings (SS-1) and General Meetings (SS-2).

24. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at www.contol.in. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

25. Human Resources

Company values its Human Resources the most. To keep their morale high; Company extends several welfare benefits to the employees and their families by way of comprehensive medical care, education, housing and social security.

26. Managing grievances

Our Company's Grievance Redressal Mechanisms ensure that all employees can raise issues and concerns as simply as possible. The Whistle Blower Policy provide for reporting in confidence of issues like child labour, etc. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

Further, as per the Child Labour (Prohibition ^Regulation) Act 1986, Company takes due care about child labour and in the management of the Company there is no employee whose age is below 18 years of age.

27. Directors/KMP Board of Directors

The members of the Company's Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/ Committee meetings are convened by giving appropriate notice well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board's/ Committee's approval is taken by passing resolutions through circulation or by calling Board/ Committee meetings at short notice, as permitted by law.

The Directors / Members are provided with appropriate information in the form of agenda items in a timely manner, to enable them to deliberate on each agenda item and make informed decisions and provide appropriate directions to the Management in this regard. The Board of Directors of the Company comprises of eight Directors, consisting of four Independent Directors, three Executive Directors and one Women Director as on March 31, 2024 who brings in a wide range of skills and experience to the Board.

During the Financial Year 2023-24 there is no change in the Directors of the Company.

Details of Composition of the Board and its Committees, Category, Attendance of Directors at Board Meetings and Committees meetings and last Annual General Meeting, number of other directorships and other committee memberships are given in the Corporate Governance Report forming part of this report.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Mr. Ram Nath Karol (DIN: 00414741), retired as an Independent Non-Executive Director of your Company with effect from 04th September, 2024 upon completion of his second term of five consecutive years. Your Directors wish to place on record their appreciation for the contribution made by Mr. Ram Nath Karol during his tenure as an Independent Non-Executive Director of your Company.

Mr. Goverdhan Dass Sethi (DIN: 01216222), retired as an Independent Non-Executive Director of your Company with effect from 04th September, 2024 upon completion of his second term of five consecutive years. Your Directors wish to place on record their appreciation for the contribution made by Mr. Goverdhan Dass Sethi during his tenure as an Independent Non-Executive Director of your Company.

The Board on the recommendation of NRC and in accordance with provisions of the Act and SEBI Listing Regulations, has appointed Mr. Shambhu Lai Gupta (DIN: 10749486) and Mr. Ravi Jain (DIN: 10750509) as an Additional and Non-Executive Independent Director on the Board for a tenure of 5 years from 28th September 2024 up to 3rd September, 2029 subject to approval of Members at this AGM. They shall hold office as Additional Director upto the date of this AGM and is eligible for appointment as an Independent Director.

In the opinion of the Board, the Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise and experience in the respective fields.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and as per the Article of Association of the Company, Mrs. Radhika Khandelwal (DIN: 00414678) Director of the Company is liable to retire by rotation at the ensuing 38th Annual General Meeting of the Company and being eligible offer herself for reappointment.

Declaration from Independent Directors

Your Company having four (4) Independent Directors which are in accordance with the requirement of Listing Regulation as well as underthe Act.

The Company has received necessary declaration from all the Independent Directors to the effect that (!) they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(l)(b) of Listing Regulations and there has been no change in the circumstances affecting their status as independent directors of the Company; (ii) They have registered themselves with the Independent Director's Database maintained by the MCA.

In the opinion of the Board, they fulfill the conditions specified in the Act and Rules made thereunder for the appointment as Independent Directors and are Independent of the Management.

The Independent Directors have complied with the Code applicable for Independent Directors as stipulated under Schedule IV of the Act.

The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that independent directors of the company fulfill the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

The details of the familiarization programs imparted to the Independent Directors are also covered in the Corporate Governance Report forming part of this Annual Report.

Key Managerial Personnel

Mr. Madan Lai Khandelwal (Managing Director), Mr. Navneet Khandelwal (Chief Executive Officer), Mr. Vikrant Khandelwal (Chief Financial Officer) and Ms. Shefali Bidawatka (Company Secretary cum Compliance Officer) are the Key Managerial Personnel of the Company. During the year under review, there were no changes to the Key Managerial Personnel of the Company. Subsequent to the review period, Ms. Shefali Bidawatka (Company Secretary cum Compliance Officer) has resigned from the post w.e.f. 31st July 2024.

28. Number of Meetings of Board of Directors

During the financial year 2023-24, the Board of Directors met 5 (five) times. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report which is a part of this report.

29. Meeting of Independent Directors

Your Company conducted a separate meeting of Independent Directors on 04th March, 2024 without the presence of the NonIndependent Directors and members of Management of the Company.

At the said meeting, the Independent Directors discussed, among other matters, the performance of the Company and risks faced by it, the flow of information to the Board and its committees, governance, compliance and performance of Non-Independent Directors, the Board as a whole and of the Chairman.

30 .Audit Committee

The Audit Committee comprises of three Non-Executive Directors, viz; Ram Nath Karol (DIN: 00414741), Mr. Goverdhan Dass Sethi (DIN:01216222) and Mrs. Radhika Khandelwal (DIN:00414678). The Chairman of the Committee is Mr. Ram Nath Karol. The composition and terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time. The details of Audit Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.

31.Nomination and Remuneration Committee

The Nomination & Remuneration Committee comprises of Mr. Ram Nath Karol (DIN:00414741) as Chairman and Mr. Goverdhan Dass Sethi (DIN:01216222) and Mrs. Radhika Khandelwal (DIN: 00414678) as members of the Committee. The details of Nomination & Remuneration Committee Meetings and attendance of Committee Members are provided in the Corporate Governance Report.

32.Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of Mrs. Radhika Khandelwal (DIN: 00414678), Non-Executive Director acting as Chairperson of the Committee and Mr. Goverdhan Dass Sethi (DIN:01216222) and Mr. Ram Nath Karol (DIN:00414741), Independent Directors, as members of the Committee. The details of Stakeholders Relationship Committee Meetings and attendance of Committee Members are provided under Corporate Governance Report.

33. Policy on directors' appointment and remuneration and other details

Company firmly believes in nurturing a people friendly environment, which is geared to drive the organization towards high and sustainable growth. Each and every personnel working with Company strives to achieve the Company's vision of being the best in the industry. Its Remuneration Policy is therefore designed to achieve this vision. The policy has been approved by the Board on the recommendation of Nomination cum Remuneration Committee. The policy is applicable to Directors, Key Managerial Personnel (KMP) and other employees.

The directors and KMPs are appointed on the recommendation of Nomination cum Remuneration Committee in terms of Companies Act, 2013. The factors for deciding the Remuneration of working directors, KMPs and senior executives includes, responsibility and profile of Individual, remuneration packages of peer group, accolades and recognition conferred on the individual, performance of the sector in which company operates, overall performance of the Company. The Remuneration Policy can be accessed on the website of the Company at www.contol.in

34. Familiarization programme for Independent Directors

In order to acquaint the new directors with the Company, a detailed presentation is given to them at the time of their appointment which covers their role, duties and responsibilities, Company's strategy, business model, operations, markets, organizational structure, products, etc. A detailed presentation along similar lines is sent to existing Independent Directors every year to keep them apprised of the above details. As part of Board discussions, presentation on performance of the Company is made to the Board during its meeting(s). Plant visits are also arranged for Independent Directors from time-to time for better understanding of the Company's operations. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.contol.in

35. Code of conduct

To comply with the requirements of Regulation 17(5)of the Listing Regulation, the Company has adopted Code of Conduct for Boa rd of Directors and Senior Management Personnel ( “the Code” ).

All Board members and senior management personnel have confirmed compliance with the Code for the year 2023-24. A declaration signed by the Managing Director of the Company to this effect is placed at the end of this report.

The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The code is displayed on the Company's website.

36. Performance Evaluation of Board, Its Committees & Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out annual evaluation of its own performance, performance of its committees, and evaluation of individual Directors including Independent Directors. The Independent Directors had carried out an annual performance evaluation of non-independent Directors, the Board as a Whole and Chairperson of the Company taking into account the views of Executive and NonExecutive Directors. The Nomination and Remuneration Committee of the Board of Directors evaluated the performance of every Director. The performance is evaluated on the basis of number of Board and Committee meetings attended by individual Director, participation of each director in the affairs of the company, duties performed by each Director and targets achieved by compa ny during

the year. The Board/committee/directors found that the evaluation is satisfactory and no observations were raised from the said evaluation in current year as well as in previous year.

37. Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has a policy on prevention, prohibition and redressal of sexual harassment at workplace in the line of provisions of Sexual Harassment of women at work place (Prevention, Prohibition and Redressal), Act, 2013 and the rules framed there under. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. No complaint of sexual harassment was received during the financial year 2023-24.

38. Particulars of loans, guarantees or investments by the company

During the period under review the Company did not give any Loans, Guarantee and made Investments under section 186 of the Companies Act, 2013.

39.Other Matters

• There were no transactions during the year under review regarding Issue of shares (including sweat equity shares) to

employees of the Company under any scheme.

• There were no transactions during the year under review regarding Buyback of shares.

• No application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

• There was no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgement

The Board of directors of your Company acknowledges its sincere appreciation for the support extended by various departments of Central and State Government and others. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders.