Directors Report of Contil India Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 30th Annual Report together with the Audited Accounts for the year ended 31st March, 2024.

SUMMARY OF FINANCIAL PERFORMANCE

The summarized financial results are given below: (Rs. In 000")

Particulars	2023-24	2022-23
Revenue from Operations	2,82,443	196,750
Other Income	14,519	2,778
Total Income	2,96,962	199,528
Profit before e depreciation , financial charges and taxes	19,702	9,134
Less - Depreciation	284	222
Financial charges	175	283
Profit before tax	19,924	8629
Current income tax (provision)	5,579	2468
Deferred income tax	250	-73
Profit for the year after tax	14,096	6,234

PERFORMANCE REVIEW

During the fiscal year, the Company delivered a robust financial performance, marked by significant growth across key metrics. Revenue from operations surged to ?2,82,443 thousand, a notable increase from ?196,750 thousand in the previous year. This growth was primarily driven by heightened demand and strategic pricing initiatives. As a result, total income expanded to ?2,96,962 thousand, reflecting a substantial improvement over the previous year''s ?199,528 thousand.

This fiscal year, the Company has sharpened its focus on expanding its presence in international markets by exporting goods under its own brand. In line with this strategy, we successfully launched a new product under our brand, further strengthening our product portfolio and enhancing our market reach.

We anticipate that these strategic initiatives will drive significant growth in the coming year, building on the strong performance of the previous year. Our efforts to penetrate new markets and introduce innovative products position us well for continued success and long-term value creation for our stakeholders.

DIVIDEND

Keeping in view the conservation of financial resources, the Board of Directors of your company deems it fit not to recommend the declaration of the dividend relating to the financial ended on 31^st March 2024.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

There was no unpaid/unclaimed amount, required to be transferred to Investor Education & Protection Fund during the year under review.

CHANGE IN THE NATURE OF BUSINESS.

During the year under review, there was no change in the nature of the business of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials, if any;

b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

CORPORATE GOVERNANCE REPORT 2023-24.

As envisaged by Regulation 15(2)(a) since the paid-up equity share capital of the company is less than RS 10.00 crores and net worth of the company is below Rs. 25.00 crores as on 31^st March 2024. your Company Claims exemption from complying Regulation 17, 17a, 18, 19, 20, 21, 22, 23, 24, 24a, 25, 26, 27 and clauses (b) to (i) and (t) of sub regulation (2) of Regulation 46 and para C , D and E of Schedule V of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time and hence the Corporate Governance Report contains the information as envisaged to be disclosed and therefore in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook.

The Report on Corporate Governance as required under Section 204 of the Companies Act, 2013 and Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, forms part of this Annual Report is enclosed.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Krishna Contractor (DIN: 00300342), Managing Director, is the key Managerial Personnel of the Company, under the provision of the Companies Act, 2013, Mrs. Niranjana Contractor (DIN No: 00353207) the Woman Director looking after the day to day operations of the company will be retiring by rotation and being eligible offer herself for reappointment. Mrs. Sejalben Contractor (DIN NO: 09648101) appointed as Director and Mrs. Priya Manoharbhai Agrawal is Company Secretary of the Company. In terms of SEC 149,152 As required under SEBI (listing Obligation and Disclosure Requirements) Regulations, 2015 the details of Director seeking Appointment/reappointment at the ensuing Annual General Meeting is provided in the Corporate Governance report forming part of this Annual Report.

None of the Company''s Directors are disqualified from being appointed as a director specified in Section 164 of the Companies Act, 2013.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors met on 26 May 2023 and evaluated the performance of Non-Independent Directors, the Board as a Whole and the Chairman of the Company considering the view of other Directors. Further details are available in the corporate governance report.

WOMAN DIRECTOR

As envisaged by proviso to Sec 149(1) of the Companies Act 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules 2014, read with SEBI (LODR) Regulations Mrs. Niranjana H Contractor (DIN: 00353207) is serving on the Board as a Woman director.

EVALUATION OF THE BOARD’S PERFORMANCE

The Board has carried out an evaluation of his own performance and that of its Directors individually and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report.

The Company has also devised a policy on board diversity detailing the functional, strategic and structural diversity of the board.

REMUNERATION POLICY

The Company has adopted a remuneration policy of Directors and Senior Management Personnel, detailing inter alia the procedure for Director Appointment and remuneration including the criteria for determining qualification.

The policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain, and motivate the Directors of the quality require to run the company successfully; (b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks ; and (c) remuneration to Directors and Key Managerial Personnel and Senior Management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploading on the company website.

STATUTORY AUDITORS

The Company''s Auditor M/S. M. SAHU & CO, Chartered Accountants, Vadodara (Registration No: 130001W) were appointed as the statutory Auditors to hold office as such for five years till the conclusion of Annual General Meeting for the F.Y 31-03-2024. And the term of M/S. M. SAHU & CO, Chartered Accountants, Vadodara (Registration No: 130001W), expires at the conclusion of the this 30th AGM. Accordingly, the Board of Directors based on the recommendations of the Audit Committee proposed the appointment of M/s. P. Indrajit & Associates (Registration No 117488W), Chartered Accountants, Vadodara as Statutory Auditors of the Company in place of M/S. M. SAHU & CO, Chartered Accountants

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The company has appointed CS Ashok Shelat Prop. Ashok Shelat & Associates (MEMBERSHIP NO 3402 & COP NO -2782), The Practicing Company Secretaries Vadodara to carry out secretarial audit for the financial year 31st march 2024 The secretarial audit report for the financial year 31st March 2024 is enclosed.

The clarification to the observation in the secretarial audit report are given below:

SR NO	PARTICULARS OF OBSERVATION REPORTED	EXPLANATION TO THE OBSERVATIONS
A	The company has decided not to opt for compliance of Regulation 15(2) of LODR 2015 for the time being relating to the Corporate Governance obligations	In Compliance with the LODR 2015 the company is qualified to claim exemption from Regulation 15(2) of LODR 2015.
B	Acknowledgement for sending the Notices of the meeting of the Board and Committees are not maintained by the company. However, RTA has reported the compliances.	The Company is reported the compliance of the pre requisites for holding of AGM And other committee meeting from R&T.
C	Updating of web site with regards to various policies, LODR 2015 compliances is pending for updations.	Due to diversified business activities into large number of products for export the website is updated. However the details for LODR 2015 compliance are posted on the Website.

D	The company has not complied with certain clauses of Listing Agreement/LODR 2015.	Except few obligations the company has complied LODR 2015 obligations and will update the same during the year.
E	As per Sec. 138 of the Companies Act 2013, the Company is required to appoint Internal Auditor, the company has not appointed Internal Auditor.	The Company’s accounts and enabling documentary evidences are under periodic Audit resulting into vigilant supervision of the statutory Auditors and financial control is commensurate with size of the company.
F	The Minutes of the Board meeting and General meetings and committee meetings are yet to be updated and documented as required by the various provisions of Companies Act 2013.The statutory Registers are yet to be updated for the financial Year under review.	Under the guidance of Company Secretary all the statutory Registers and other records are updated to satisfy the observation of Secretarial Auditor.
H	We could not physically verify the records of Registrar & Transfer Agent for transfer of shares or Dematerialization process compliance and relied upon the confirmation given by R&T.	The records of share Transfers and dematerialization process are open for audit by Secretarial Auditor. R&T however submits the periodic reports to us to discharge the legal obligations under LODR 2015 And other regulations.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate and effective Internal Financial Control Systems with regard to financial statements, having assurance on authorizing, recording and reporting transactions of its operations in all material respects which provides protection and safeguard against misuse or loss of assets of the Company. The Company has well established documentation procedures covering financial and operational functions commensurate with the size and complexities of the organization.

Some of the salient features of the internal control system in place are:-

1. Following the statutory and applicable Accounting Standards and Policies.

2. Preparation of annual budget for production, operation and service functions and monitoring the same with actual performance at regular intervals.

3. All assets are properly recorded and procedures have been put in place to safeguard against any loss or unauthorized use or disposal.

4. Surprise checking of all departments, locations and functions at regular intervals.

5. The observations arising out of surprise checking are periodically reviewed at the Audit Committee meetings along with follow up action.

6. Periodic presentations are made to the Audit Committee on various operational and financial risks faced by the Company and action plan of the Company to mitigate the same.

During the year, such controls were tested and upgraded and no reportable material weaknesses, variances, in the design or operation were observed.

COST RECORDS

There is no requirement for Cost Audit & Cost Records, as the Company is not covered within the criteria for the same under Section 148 of the Act.

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

There were no significant and material orders passed by any Regulator or Court or Tribunal impacting the going concern status and the Company''s Operations in future during the year under review.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

No employee or Directors is being paid any remuneration exceeding Rs. 8,50,000/- p.m. and/or Rs. 102 Lakhs p.a.

However disclosures pertaining to remuneration 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 Rules, 2014, There under Forms Part of This Report.

1. The Ratio of the remuneration of each Director to Median Remuneration of the employees for the Financial year 2023-24 and percentage increase in Remuneration of each Director, Chief Financial Officers, Company Secretary in Financial year 2023-24

Name	Designation	Ratio to median remuneration	% increase In remuneration
Mr. Krishna Contractor	Managing Director	---	-
Mrs. Niranjana Contractor	Director	---	-

2. The Percentage increase in the median remuneration of employees in the financial year 2023-24

No increasing remuneration of employee during the year.

3. The number of permanent employees on the Roll of the Company as on March 31, 2024.

There are Seven Permanent Employees looking to the Business of the Company.

4. The relationship between average increase in remuneration and Company performance.

As per Remuneration policy of your Company employees are compensated on the basis of performance and potential need for achieving competitive advantage in the Business. The Compensation Structure has been built by regular bench marking over the years with relevant players across the industry in which your company operates in.

5. Compensation of the remuneration of the Key Managerial Personnel against the performance of the Company.

Internally, performances rating of all employees (staff) are always spread across a normal distribution curve. The rating given to an employee is used as an input to determine his variable and merit pay increases. Variable and Merit pay increases are calculated using a combination of individual performance and Company performance.

6. Variation in the Market Capitalization of the Company Earnings Per Share (EPS) ratio as at closing date of the current Financial year.

Particular	March 31, 2024	March 31, 2023	Change
*Market Capitalization	40.07	23.48	16.59
(Rs. in Crores)
Earnings Per Share (EPS)	4.56	2.01	2.55

*For computation of Market Capitalization of the Company and PE ratio, we have considered BSE Closing.

Share price as on March 31 of respective years.

RELATED PARTY TRANSACTIONS

In terms of section 188 of the Companies Act Read with Rule 15 of The Companies (Meeting of Board and Its Power) Rules, 2014 And The Companies Amendment Act, 2015. The particulars of the related party transactions concluded at Arm''s Length are detailed hereunder.

Name of the related	Designation	Relationship	Nature of	Amount (Rs.)
party			Transaction	2023-24	2022 -23
Income:
			Sale of Goods	INR	INR
Contil Canada Ltd.	None	Affiliated Company	Earning	28.01 Cr	19.68 Cr
			In Foreign	(CAD)	(CAD)
			Currency)	4644174	3240911
Investment :
Contil Canada Ltd.	None	Affiliated Company	Equity Contribution	36.73 (USD 90000)	36.73 USD 90000)
Expenses :
Krishna Contractor	Managing Director	Key management	Director	3.06	3.06
		personnel	Salary
Niranjana Contractor	Director	Key Management	Director	0.00	0.00
		personnel	Salary
Sejal Contractor	None	Wife of MD	Salary	0.00	0.00

Note: It is disclosed that Mrs. Niranjana Contractor (DIN NO: 00353207) and Mrs. Sejal Contractor (DIN NO: 09648101) are the relatives of Mr. Krishna Contractor, Chairman & Managing Director.

The members of the company have approved the Related Party Transaction between the Companies in India and overseas corporate affiliate venture in terms of SEC 188 of the Companies Act, 2013 up to the aggregate financial ceiling of Rs.50.00 Crores and disclosed herein above. All the international transactions are at Arm''s length.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has adopted a Policy on Vigil Mechanism in accordance with the provisions of the Act and Regulation 22 of SEBI (LODR) Regulations 2015, which provides a formal mechanism for all Directors, employees and other stakeholders of the Company to report to the management, their genuine concerns or grievances about unethical behavior, actual or suspected fraud and any violation of the Company''s Code of conduct or ethics policy.

The policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the management about grievances or violation of the Company''s Code of conduct.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIVE, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the provision of the Sexual Harassment of Women at Workplace (Preventive, Prohibition and Redressal) Act, 2013, the company has constituted an Internal Complaints Committee (ICC). During the year 2023-24, no complaint was received before the committee.

All employees (Permanent, Contractual, Temporary and Trainees) are covered under this policy.

Your company has no woman/female employees.

RISK MANAGEMENT POLICY

The composition of the Risk Management Committee is not applicable to your Company. However, the Company has adopted a Risk Management policy in accordance with the provisions of the Act.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public within the meaning of section 73 to 76 of the Companies Act 2013, for the year ended 31st March 2024.

DIRECTORS TRAINING & FAMILIARIZATION

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Merchandise Export, Government Policies on Import and Export. Considering the association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

> The Roles, Rights, Responsibilities and Duties of Independent Directors

> Business Development Strategy and Plans

> Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

> New SEBI Regime - Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Sec 134(3) (c) read with Sec 134(5) of the Companies Act 2013 with respect to Directors'' Responsibility Statement it is hereby stated:

(i) That in the preparation of the annual accounts for the financial year ended 31^st March 2024, the applicable accounting standards have been followed and that there were no material departures:

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year 31^st March, 2024 and of the profits of the company for the year under review:

(iii) That the Directors had 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 a fraud and other irregularity,

(iv) That the Directors have prepared the annual account for the year ended 31^st March 2024 on a "Going Concern Basis."

(v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively,

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

AUDIT COMMITTEE

In terms of the provisions of regulation 18 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 read with Section 177 of the Companies Act 2013, relating to the F.Y 31^st March 2024 the Audit committee consists of Mrs, Minal Chokhwala, Mr. Rajiv Chokhawala the Independent Directors of the Company, C.S. Priya Agrawal, the Company Secretary & Compliance Officer has acted as coordinator of the Audit committee. The Audit Committee meetings were held for the year ended 31^ST March 2024 as detailed in the other part of this Report in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders.

All the Directors in the Audit committee are non-executive Directors with the chairman to be the Independent Director. The Audit committee inter alia reviewed the Internal Financial Control System and reports of the internal auditors and compliance of various regulations. The committee reviews at length the financial statements and approves the same before they are placed before the Board of Directors.

PARTICULARS LOANS GIVEN, GUARANTEE PROVIDED, INVESTMENT MADE AND SECURITIES PROVIDED

During the year the Company has not given an unsecured loan or provision of guaranties or investment made and securities provided to any of its Associates Company or Affiliated Company in or outside India except the business transaction balances for the transactions detailed herein above and for which approval U/S 188 has been accorded by members at its Annual General Meeting.

PREVENTION OF INSIDER TRADING

The Company has complied with provision of SEBI (Prevention of Insider Trading) regulation to be complied with effect from 15^th May, 2015. The Company has adopted fair Practices Code (FPC) as per the regulations. The Board and designated employees of the Company have confirmed compliance with the FPC as applicable for financial year 31^st March, 2024. The code of conduct and policies, procedures on Prevention of insider trading has been conceived by Directors.

INDUSTRIAL RELATION

During the year under review the relationship between the employees and management were cordial.

REPORT ON ENERGY CONSERVATION, FOREGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with the provision of section 134 of the companies act, 2013 read with Companies (Accounts) Rules, 2014 are given herein below.

CONSERVATION OF ENERGY

Your company is conscious to conserve the energy and for the purpose adequate measures are taken.

TECHNOLOGY ABSORPTIONS

Your company continues to use adequate technological application in the operation of the company.

RESEARCH AND DEVELOPMENT

The activity of the company is export of pulses etc and hence does not require research and development information.

FOREIGN EXCHANGE EARNING AND OUTGO

The company has exported the food and grocery items to the foreign country on account of Sale of Goods Earning in Foreign Currency (Export: INR 28.01 Crore (CAD 4644174).

CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not fall in any of the criteria mentioned in section 135(1) of the Act, provisions of Section 135 of the Act and rules framed there under relating to corporate social responsibilities, are not applicable to the Company. Hence, no details in the regard have been furnished.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE 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 & Financial Institutions. AUDITORS REPORT

Auditor''s observations are self-explanatory and/or suitably explained in the notes on Accounts. The observation of the Secretarial Auditor is explained in the Directors'' report.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.

By order of the Board of Directors.

For Contil India Limited

Place : Vadodara Date : 02-08-2024

K. H. CONTRACTOR (DIN: 00300342) Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their twenty second Annual Report together with the Audited Accounts for the year ended 31 st March, 2015

SUMMARY OF FINANCIAL PERFORMANCE

The summarized financial results are given below :

(Rs. in 000")

PARTICULARS 2014-15 2013-14

Profit before e depreciation , financial charges and taxes 1146 1029

Less Depreciation 83 85

Financial charges 0 0

Profit before tax 1063 944

Current income tax (provision) 204 180

Deferred income tax (61) (4)

Profit for the year after tax 920 769

Add - balance of profit and loss B/f 10521 9787

APPROPRIATIONS :

Transfer to statutory reserve 184 154

Tax adjustment of earlier years 0 119

MAT Credit (179) 0

Depreciation Adjustment 194 0

Balance carried over to balance sheet 11242 10521

Book value (Rs per Share) 14.60 14.30

OPERATIONS & STRATEGIC PLANNING

During the year your company as a part of the integration and globalization of the corporate operations has embarked upon the expanded business of export of food. and grocery substances of verities of nature , types. size and quality to the scattered continent of Canada and north America. The strategic plans of export has come to be fructified by the visionary approach of your board of directors and strenuous efforts of the promoters and the exported foods and grocery are branded under the name Contil and have been enjoying a wide spread goodwill in the foreign countries. However the activities of NBFC is also continuing domestically well within the rules and regulations.

The Board of Directors are in the process of charting a strategic plan to export the product captioned above in the other enriched territory of USA.

TRANSFER TO STATUTORY RESERVES

In terms of Section 45-IC of the RBI Act, NBFCs are required to create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year. Accordingly Rs. 1,83,960.03 has been transferred to Statutory Reserve Account.

FUTURE BUSINESS PROSPECTS:

The business of your company however largely depended and influenced by the international status of the business, economic conditions, fiscal policies of the other participating countries and other factors related to the domestic economy.

As reported the economic conditions of the other participating and importing countries are either stagnant or subdued and keeping in the view the circumstantial limitation your company with effective strategic planning in the export front may continue to post the satisfactory results. If the business of export is expanded in the broad base territory of USA in addition to the Canadian territory the contribution to margin can be maintained in addition to the earning of foreign exchange.

DIVIDEND

Keeping in view the conservation of financial resources, The board of Directors of your company deems it fit not to recommend the declaration of the dividend relating to the financial ended on 31st MARCH 2015.

MANAGEMENTS DISCUSSION AND ANALYSIS

The report on MANAGEMENT DISCUSSION AND ANALYSIS as required under the clause 49 of the Listing Agreement is included in this Report. Certain statements in the said Report may be forward looking. Many factors may affect the actual results and performance which could be different from what the Directors envisage in terms of the future performance and outlook.

DIRECTORS

Retirement by rotation.

Mr, HIRALAL CONTRACTOR (Din 00353126), director retiring by rotation at ensuing annual general meeting of the company under section 152(6) of the companies act ,2013 and being eligible offers himself for reappointment. Board recommends his appointment as a director.

Mrs. NIRANJANAH CONTRACTOR (Din 00353207), director retiring by rotation at ensuing annual general meeting of the company under section 152(6) of the companies act ,2013 and being eligible offers himself for reappointment. Board recommends his appointment as a director.

APPOINTMENT

Independent director

The Board based on nomination and remuneration committee's recommendation, had appointed Mr. AMIT NAGARSHETH (DIN NO- 00377637) AND MR. RAJIV CHOKHAWALA (DIN NO - 00353274) have been appointed as independent directors for a period of 5 years, in terms of the provisions of companies act, 2013 and listing agreement.

The Board based on nomination and remuneration committee s recommendation, The members at the 20th annual general meeting, have approved the appointment of Mr. AMIT NAGARSHETH (DIN NO- 00377637) AND MR. RAJIV CHOKHAWALA (DIN NO - 00353274) as a independent directors who are not liable to retire by rotation to hold office for the terms of 5 consecutive years from 27 th September, 2014 to 31st March ,2019.

The company has received the declarations from all the independent directors of the company confirming that they meet the criteria of independent as prescribed under section 149(6) of the companies' act 2013 and the clause 49 of the listing agreement.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

The independent directors met on 30th May, 2015 and evaluated the performance of non independent directors, the board as a whole and the chairman of the company considering the view of other directors. Further details are available in the corporate governance report.

WOMAN DIRECTOR

Mrs. Niranjana H Contractor (Din- 00353207) is serving on the board as a Director since inception of the company in compliance with the provisions of Rule 3 of Companies (Appointment and Qualification of Director) Rules, 2014

KEY MANAGERIAL PERSONAL

Mr. Krishna Contractor (DIN NO-00300342), Managing Director and Mr. Ashraf Bhinde, officer are the key managerial personnel of the company, under the provision of the Companies Act ,2013.

EVALUATION OF THE BOARD S PERFORMANCE

The board has carried out an evaluation of his own performance and that of its directors individually and its committees. The manner in which the evaluation has been carried out is explained in the corporate governance report.

The company has also devised a policy on board diversity detailing the functional, strategic and structural diversity of the board.

REMUNERATION POLICY

The company has adopted a remuneration policy of directors and senior management personnel, detailing inter alia the procedure for director appointment and remuneration including the criteria for determining qualification.

The policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain, and motivate the directors of the quality require to run the company successfully; (b) relationship of remuneration to the performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors and key managerial personnel and senior management involves a balance fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goal. The policy has been approved by the nomination and remuneration committee and the board. The remuneration policy document as approved by the board is uploading on the company website.

STATUTORY AUDITORS

M/s. R Indrajit & Associates, Chartered Accountants Registration number (11 7488W) retiring at the conclusion of the ensuing annual general meeting and are eligible for re appointment. They have expressed their willingness to get reappointed as the statutory auditor of the company and has furnished a certificate of their eligibility and consent under section 141 of the companies act 2013, In terms of the listing agreement, the auditors vide their letter dated 2th SEPTEMBER, 2015 have confirmed that they hold a valid certificate issued by the peer review board ot the ICAI.

The members are requested to ratify the appointment of M/s. R Indrajit & Associates, Chartered Accountants Registration number (117488W). As a statutory auditor of the company.

The auditors" report for the year ended 31th March, 2015 are free from any qualification, reservation or adverse remarks and hence do not call for any explanations or comments by the board.

INTERNAL AUDITORS

The company has appointed Alay S. Thakor & Co. Membership No. 155455 as a internal auditor for the year 2015- 2016. The reports of the internal auditors are discussed in the audit committee meeting.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The company appointed name CS Ashok Shelat Prop. Ashok Shelat & Associates (Membership No. 3402 & COP No. 2782) The Practicing Company Secretaries Vadodara to carry out secretarial audit for the financial year 31 st March 2015. The secretarial audit report for the financial year 31 st March 2015 is enclosed as a annexure C. the clarification to the observation in the secretarial audit report are given below:

SR PARTICULARS OF OBSERVATIONS EXPLANATION TO THE OBSERVATION NO

01 Appointment of the key The company has a Managing managerial personnel's Director to look into the day to as required by Sec 203 of day affairs. The chief Financial the Companies Act 2013. officer and the Company Secretary has been appointed very recently to hold office from October 2015.

02 Compliance of The Listing The company has punctually filed Requirement the compliances with BSE But the modes of compliances may be marginally different. There is updated compliances on records of BSE.

03 Conducting the audit of the All the formal record keeping by Registrar & Transfer Agent The Registrar and Transfer Agent in terms of The Securities is completed. The registrar has and Exchange Board of India declared the updation of all the (Registrars to an Issue and requirements under THE COMPANIES Share Transfer Agents) ACT 2013, THE DEPOSITORIES ACT Regulations, 1993 regarding 1996 & Other laws like SEBI ACT. the Companies Act and dealing with client;

04 Maintenance of the statutory The company has since the date of records, registers, books observations has completed the with updation under the updation of the statutory records various provisions of registers to meet with the legal Companies Act 2013 & obligations. Governing Rules,

PARTICULARS OF EMPLOYEES AND REFLATED DISCLOSURES

THE PARTICULARS OF THE EMPLOYEES COVERED BY THE PROVISION OF SECTION 197, (12) OF THE COMPANIES ACT, 2013 AND THE RULES THERE UNDER FORMS PART OF THIS REPORT.

OTHER PARTICULARS PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013, READ WITH RULE 5( 1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

Rule 5(1 )(i) and (ii) the ratio and percentage increase of remuneration of the directors and employees:

Name Designation Ration to median remuneration

KRISHNA CONTRACTOR MANAGING DIRECTOR -

Mrs. NIRANJANA CONTRACTOR DIRECTOR -

Name % & increase in Remuneration

KRISHNA CONTRACTOR 10%

Mrs. NIRANJANA CONTRACTOR 10%

a. Rule 5( 1 )(iii) and (v) comparison of the remuneration of the employees with company performance

Remuneration of the employees % increase

Rs. 939051.00 10%

b. Rule 5(1)(vi) & (ix) comparison of KMP remuneration with company performance

Particulars Rs.

Company performance

Revenue-sales & other incomes 4690234.00

Profit before tax 1063086.00

C. The number of permanent employees rolls of the company is 5. Variations in the market capitalization of the company, price earning ratio of the company as at the closing date 31st March, 2015 and previous financial year and percentage increase/decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with last public offer;

Particulars Precious year Current year lncrease/ (decrease)

No. of shares 3094400 3094400 NIL

Shares price (in Rs.) 5.01 BSE 5.03 BSE 0.02

EPS (IN RS) 0.25 0.30 0.05

PE RATIO 20.12 18.67 -1.45 (BASED ON AUDITED RESULT)

COMPANY'S MARKET CAP(IN RS)

d. Average percentile increase in the salaries of the employees other than the managerial personnel during the year 31 -03-2015(year) was % 10% and for the managerial personnel was (%) 10%

e. The key parameters for any variable components of the remuneration availed by the directors; except for the Mr Krishna Contractor, Managing Director, none of the other director has been paid any remuneration except sitting fees. The key parameters with respect to the variable pay availed by a managing director are considered by the board of directors based on the recommendation of the nomination and remuneration committee as per the remuneration policy of the company.

f. The ratio of remuneration of the highest paid director to that of the employees who are not director but received remuneration in excess of the highest paid director during the year not applicable.

g. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the company.

RELATED PARTY TRANSACTIONS

In terms of section 188 of the Companies Act Read With Rule 15 of The Companies (Meeting of Board and Its Power) Rules, 2014 And The Companies Amendment Act, 2015. The particulars of the related party transactions are detailed hereunder.

Name of the Designation Relationship Nature of related party Transaction

Income:

Contil Canada Ltd. None Joint venture Sale of Goods Earning In Foreign Currency) (Export on FOB basis)

Investment:

Contil Canada Ltd. None Joint venture Equity Contribu tion Expenses :

Krishna Contractor Managing Director Key management Director personnel Salary

Niranjana Contractor Director Key Management Director personnel

Sejal Contractor None Wife of MD Director Salary

Name of the Amount Lacs(Rs.) Outstanding related party Balance 2014-15 2013-14 31-3-15

Income:

Contil Canada Ltd. 182.78 29.40 59.08

(CDN (CDN 346181) 52380)

Investment:

Contil Canada Ltd. 36.73 36.73 36.73 (USD (USD 90000) 90000)

Expenses :

Krishna Contractor 3.16 2.10 0 3.16 2.10 0

Niranjana Contractor 3.16 2.10 0

Sejal Contractor 1.80 1.80 0

CORPORATE GOVERNANCE

Pursuant to the clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis report and a Corporate Governance Report are made a part of this annual report.

A certificate from the Auditor of the company regarding the compliance of the conditions of corporate governance are stipulated by the clause 49 of the Listing Agreement is attached to this reports.

PUBLIC DEPOSITS

The company has not accepted any deposit from the public within the meaning of section 73 to 76 of the Companies' Act 2013, for the year ended 31 st March, 2015.

RBI DIRECTIONS

Your company continues to carry on its non-banking finance company (non deposit accepting company) business and comply with all the applicable requirements prescribed by Reserve Bank of India.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of SEC 134(3) (c) read with SEC 134(5) of the COMPANIES ACT 2013 with respect to Directors' Responsibility Statement it is hereby stated:

(i) That in the preparation of the annual accounts for the financial year ended 31 st March 2015, the applicable accounting standards have been followed and that there were no material departures:

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit of the company for the year under review:

(iii) That the Directors had 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 a fraud and other irregularity,

(iv) That the Directors have prepared the annual account for the year ended 31" March 2015 on a "going concern basis."

(v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively,

(vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

AUDIT COMMITTEE

The Audit committee consists of Mr. Amit Nagarshefh, Mr. Rajiv Chokhawala the independent directors of the company. Mr Asaraf Bhinde the Compliance Officer has acted as coordinator of the Audit committee. The Audit Committee meetings were held for the year ended 31 st March 2015 in accordance with statutory requirements to review critically the financial statements and information to be transmitted to the stakeholders. All the Directors in the Audit committee are non executive Directors with the chairman to be the Independent Director. The Audit committee inter alia reviewed the internal control system and reports of the internal auditors and compliance of various regulations. The committee reviews at length the financial statements and approves the same before they are placed before the board of directors.

INDUSTRIAL RELATION

During the year under review the relationship between the employees and management were cordial.

REPORT ON ENERGY CONSERVATION. FOREIGN EXCHANGE EARNING AND OUTGO RESEARCH AND DEVELOPMENT

Information relating to energy conservation, foreign exchange earned and spent and research and development activities undertaken by the company in accordance with the provision of section 134 of the companies act, 2013 read with companies (accounts) Rules, 2014 are given herein below.

CONSERVATION OF ENERGY

Your company is conscious to conserve the energy and for the purpose adequate measures are taken.

TECHNOLOGY ABSORPTIONS

Your company continues to use adequate technological application in the operation of the company,

RESEARCH AND DEVELOPMENT

The activities of the company in investment discipline does not require research and development information

FOREIGN EXCHANGE EARNING AND OUTGO

The company has exported the food and grocery items to the foreign country on account of Sale of Goods Earning in Foreign Currency (Export On FOB Basis INR 182.78 (CDN 346181).

AUDITORS REPORT

Auditor's observations are self explanatory and/or suitably explained in the notes on Accounts.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the co-operation and assistance extended by the bankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt, authorities for their continued support.

Date: 30/05/2015 For And on Behalf of The Board of Directors

Registered office: 811, Siddharth Complex, RC Dutt Road, K. H. CONTRACTOR H. A. CONTRACTOR Aikapuri, Vadodara - 390007 Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Company''s 20th Annual Report on the business operations of the company together with the Audited Accounts for the Year ended on 31st March, 2014.

1. FINANCIAL RESULTS

The summarized financial results are given below : (Rs. in ''000)

PARTICULARS 2013-14 2012-13

Profit before Depreciation, Financial Charges & Taxes 1029 709

Less:- Depreciation 85 83 Financial Charges 0 0

Profit Before Tax 944 625

Current Income Tax (Provision) 180 119

Deferred Income Tax (4) 5

Profit for the year After Tax 769 501

Add: Balance of Profit & Loss B/F 9787 9327

APPROPRIATIONS :-

Transfer to Statutory Reserve 154 100

Tax adjustment of earlier years 119 59

Balance Carried over to Balance Sheet 10521 9787

Book Value (Rs. per Share) 14.30 14.02

2. OPERATIONS

There has been a modest improvement in the global financial condition ensuring reduced short term risk. however the overall financial climate has not picked up the momentum of recovery. Your Company earned a Profit after Tax (PAT) of Rs. 769 thousands (Previous year Rs. 501 thousands). Your Company has embarked upon the diversified business activities in the foods stuff export and which in the opinion of the Board of Directors is a promising opportunity.

3. TRANSFER TO STATUTORY RESERVE

The Company has transferred Rs. 153806.00 to the Statutory reserve out of the current year''s profit in view of Section 45IC of the RBI 1934.

BUSINESS PROSPECTS

During the year, under review Reserve bank of India hiked the cash reserve ratio and repo rate several times to certain inflationary pressures. Stock market declined and inflows from foreign institutional investors turned negative. The achievement of future results will depend on the market conditions in coming year and of course on the diligent and prudent plans of the company to mitigate the situation. The company is planning to take number of initiative to consolidate and improve margins & return on capital which will enhance the shareholder value. However the financial climate will continue to face various Challanges in the Coming Year.

4. DEPOSITS

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

5. DIVIDEND

In view of the conserving the financial resources & taking of the activities, The Directors did not recommend any dividend for the year on Equity Shares of the Company.

6. AUDITORS

M/S P. INDRAJIT & ASSOCIATES, Chartered Accountants, the statutory auditors of your company retire at the ensuing Annual General Meeting and offer themselves for reappointment. M/S , Chartered Accountants, Vadodara as a Statutory Auditors of the Company and the Board have recommended appointment of M/s. P. INDRAJIT & ASSOCIATES., Chartered Accountants, (REGISTRATION NO.- 134162W) as Statutory Auditors for a period of two Years upto EY31-03-2016

7. AUDITOR''S REPORT

The notes to the accountants referred to in the Auditor''s Report are self-explanatory and therefore does not call any further comment

8. DIRECTORS

Mr. AMIT NAGARSHETH (DIN No.-00377637) And MR RAJIV CHOKHAWALA( DIN NO 00353274) Who retires by rotation in terms of Sec 152(6) of the Companies Act 2013 And being offers himself as a Director.

As envisaged by Sec 149 read with Sec 152 of the Companies Act 2013 Mr. AMIT NAGARSETH (DIN NO 00377637), & MR RAJIV CHOKHAWALA (DIN NO 00353274) already independent Directors of the company appointed as an Independent Director of the Company under Sec 149,152 of the Companies Act 2013

9. PARTICULARS OF EMPLOYEES

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

10. THE CONSERVATION OF ENERGY TECHNOLOGY ABSOPTION FOREIGN EXCHANGE EARNINGS.

The above details as required to be given U/s 217 (2e) of the Companies Act, 1956 is not given as the same is not applicable to the company. During the year, The company has received CAD 19985 towards the Export of goods.

11. PERFORMANCE AND FUTURE PLANS

As you will observe from the financial results, the performance has been of great concern. Our dependence on economic factors are unavoidable and the future trends of your Company shall depend the same.

12. DIRECTOR''S RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors confirm that-

I) In the preparation of the annual accounts, the applicable accounting standards have been followed by the company,

II) Such accounting policies have not been selected consistently and judgment and estimates made are not reasonable and prudent so we are unable to give a true and fair view of the state of affairs of the company at 31st March,2014 and of the profit of the Company for the year ended on that;

III) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV) Annual accounts have been prepared on a going- concern basis.

13 INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assets and liabilities and there is no continuing failure to correct major weakness in internal controls.

14. INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assets and liabilities and there is no continuing failure to correct major weakness in internal controls.

15. RBI DIRECTIONS:

Your company continues to carry on its Non Banking Finance Company as a Non Deposit Accepting Company and comply with all the applicable requirements prescribed by Reserve Bank Of India.

16. APPOINTMENT OF SECRETARIAL AUDITORS FOR FY 2014-2015

In terms of the provisions of Sec 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, it is necessary to appoint the SECRETARIAL AUDITORS for FINANCIAL YEAR ended 31-03-2015 ( 2014-2015). Keeping in view the professional standing and diversity in the professional practice, the board of Directors of your company has appointed M/S ASHOK SHELAT, PROP ASHOK SHELAT & ASSOCIATES, COMPANY SECRETARIES, VADODARA as Secretarial Auditors for F.Y 2014-2015.

17. SECRETRIAL COMPLIANCE CERTIFICATE

Pursuant to provision of sub section (1) of section 383A of the Companies Act, 1956 it is obligatory to attach Compliance Certificate with the Board''s report referred to in section 217 of the Companies Act, 1956. A copy of the Compliance Certificate is attached for the perusal of the members.

Your Directors also thank the Banker of the Company for their assistance and cooperation. Your Director also wishes to place on record their appreciation for the support of shareholders& devoted services rendered by the executives and employees at all levels.

Regd. Office : For And On Behalf of The Board Of Directors 811, Siddharth Complex, R.C.Dutt Road, Alkapuri, Baroda-390 007.

Date : 30/05/2014 K. H. CONTRACTOR H. A. CONTRACTOR Place: Baroda Managing Director Director

---

Mar 31, 2013

The Directors have pleasure in presenting the Company''s 19th Annual Report on the business operations of the company together with the Audited Accounts for the Year ended on 31st March, 2013.

01. FINANCIAL RESULTS

The summarized financial results are given below :

(Rs. in ''000)

PARTICULARS 2012-13 2011-12

Profit before Depreciation, Financial Charges & Taxes 709 419

Less:- Depreciation 83 109

Financial Charges 0 0

Profit Before Tax 625 310

Current Income Tax (Provision) 119 59

Deferred Income Tax 5 (24)

Profit for the year After Tax 501 275

Add : Balance of Profit & Loss B/F 9327 8986

Profit available for Appropriation 9828 9261

APPROPRIATIONS :-

Transfer to Statutory Reserve 100 55

Tax adjustment of earlier years 59 (121)

Balance Carried over to Balance Sheet 9787 9327

Book Value (Rs. per Share) 14.02 13.83

02. DIVIDEND

Your Directors do not recommend any dividend for the financial year under review. Idea is to conserve the financial resources for the future.

03. TRANSFER TO STATUTORY RESERVE

The Company has transferred H00208 to the Statutory reserve out of the current year''s profit in view of Section 45IC of the RBI 1934.

04. OPERATIONS

There has been a modest improvement in the global financial condition ensuring reduced short term risk, however the overall financial climate has not picked up the momentum of recovery. Income from Operations for the period under consideration was ? 2125 thousands (previous year ? 2128 thousands) and total Expenditure was ? 1624 thousands (previous year ? 1853 thousands). Your Company earned a Profit after Tax (PAT) of ? 501 thousands (previous year ? 275 thousands)

05. BUSINESS PROSPECTS

During the year, under review Reserve bank of India hiked the cash reserve ratio and repo rate several times to certain inflationary pressures. Stock market declined and inflows from foreign institutional investors turned negative. The achievement of future results will depend on the market conditions in coming year and of course on the diligent and prudent plans of the company to mitigate the situation. The company is planning to take number of initiative to consolidate and improve margins & return on capital which will enhance the shareholder value. However the financial climate will continue to face various Challanges in the Coming Year.

06. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT.

As per clause 49 of the Listing Agreement with Stock Exchange, your Company has complied in all material respects with the features of Code of corporate governance. Management''s Discussion and Analysis Report and Corporate Governance Report forming part of Director''s Report are enclosed as Annexure,

07. DIRECTORS

During the year under view Mr. Hiralal Contactor and Mrs. Niranjana Contractor will be retiring by rotation at the ensuing Annual General Meeting of members of the company, however being eligible offers them selves for reappointment.

08. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management confirm that:

a) In the preparation of the annual accounts for the financial year ended 31/03/2013, the applicable accounting standards have been followed and that there are no material departures.

b) They have in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently andmadejudgementandestimatesthatarereasonableandprudentsoastogiveatrue and fair view of the state of affairs of the Company at the end of the financial year.

c) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis.

09. INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assetsand liabilities and there is no continuing failure to correct major weakness in internal controls.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company has no activities relating to conservation of energy or technology absorption, the information required under section217 1(e) of the Companies Act, 1956, read with the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 with respect to those mattersare not furnished. During the year under review, the total foreign exchange earning and foreign exchange outgo has remained NIL

11. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance & Deposits) Rules, 1975.

12. RBI DIRECTIONS

Your Company continues to carry on its business of Non Banking Finance Company as a Non Deposit Accepting Company and comply with all the applicable requirements prescribed by Reserve Bank of India.

13. PARTICULARS OF EMPLOYEES

The Company is having qualified and trained employee who are responsive to Customers needs and changing economic scenario. Employee relation was cordial and work atmosphere was healthy during the year. There are no employees covered by section 217 (2A) of the Companies Act, 1956 read with Companies. (Particulars of Employees} Rules, 1975 as amended.

14. TOCONSIDERTHEAPPOINTMENTOFAUDITORS

The membersare requested to appoint auditorsforthecurrentyear and to fixtheirremuneration.M/s. R INDRAJ1T & ASSOCIATES, CharteredAccountants,Vadodaratheexistingauditorshaveu/s224(lB)of the Companies Act, 1956 furnished certificate of their eligibility for appointment.

15. SECRETRIAL COMPLIANCE CERTIFICATE

Pursuant to provision of sub section (1) of section 383A of the Companies Act, 1956 it is obligatory to attach Compliance Certificate with the Board''s report referred to in section 217 of the Companies Act, 1956. A copy of the Compliance Certificate is attached for the perusal of the members.

16. ACKNOWLEDGEMENT

Your Directors warmly acknowledge the unstinting support extended by the Government authorities, Financial Institutions, Banks, Broking Houses, Customers, Vendors and shareholders in contributing to the results. Your Directors wishtoplaceonrecordtheirdeepsenseofappreciationforthedevoted services of the employees of the Company for its success.

Regd. Office : For And On Behalf Of The Board Of Directors

811, Siddharth Complex, R.C.Dutt Road,

Alkapuri, Baroda-390 007. (R H CONTRACTOR) (H A CONTRACTOR)

Date : 30/05/2013 Managing Director Director

Place : Baroda

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Mar 31, 2011

The Directors have pleasure in presenting the Company's 17th Annual Report on the business operations of the company together with the Audited Accounts for the Year ended on 31st March, 2011.

01. FINANCIAL RESULTS

The Summarized Financial Results are given below : (Rs. in '000)

PARTICULARS' 2010-11 2009-10

Profit/ (Loss) before Depreciation, Financial Charges & Taxes 1619 1975

Less:-Depreciation 263 263

Financial Charges 167 294

Current Income Tax (Provision) 213 378

Deferred Income Tax (44) (159)

NET PROFIT/(LOSS) 1020 1199

Add: Balance of Profit & Loss B/F 8175 7187

PROFIT AVAILABLE FOR APPROPRIATION 9195 8386

APPROPRIATIONS:- _ _

Transfer to Statutory Reserve 204 240

Tax adjustment to earlier years 5 (29)

BALANCE CARRIED OVER TO B/S 8986 8175

BOOK VALUE (Rs.per share) 13.71 13.38

02. DIVIDEND

Your directors do not recommend only dividend for the financial year under review. Idea is to conserve the financial resources for the future.

03. OPERATIONS

Income from Operations for the period under consideration was Rs. 4893 thousands (previous year Rs. 6313 thousands) and total Expenditure was Rs. 3704 thousands, (previous year Rs. 4894 thousands). Your Company earned a Profit before Tax (PAT) ofRs. 1020 thousands(previous year Rs. 1199 thousands). The PAT fall by 14.93% however, your Directors consider the above results satisfactory under the prevailing circumstances.

04. BUSINESS PROSPECTS

During the year, WPI based inflation remained high in India. High food inflation has been one of the major contributions to overall high inflation in the economy, on account of that the Company witnessed a downfall in the business in trading segment. Your company is committed to built-up branded reference to increase the dominance in commodity trading in the coming year. The business during the year under investment segment fetch reasonable returns. The achievement of future results will depend on the diligent and prudent plans and assumptions of the company. The company is taking number of initiative to consolidate and improve margins & return on capital which will enhance the shareholder value.

05. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchange. Your Company has complied in all material respects with the features of Code of corporate governance. Management's Discussion and Analysis Report and Corporate Governance Report forming part of Director's Report are enclosed as Annexure.

06. DIRECTORS

During the year under view Mr. Hiralal Contractor and Mrs. Niranjana Contractor will be retiring by rotation at the ensuring Annual General Meeting of members of the company, however being eligible offers themselves for reappointment.

07. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management confirm that:

a) In the preparation of the annual accounts for the financial year ended 31.03.2011, the applicable accounting standards have been followed and that there are no material departures.

b) They have in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently and made judgement 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.

c) They have taken proper and sufficient care to the best of their knowledge and ability to the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis.

08. INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assets and liabilities and there is no continuing failure to correct major weakness in internal controls.

09. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Since the company has no activities relating to conservation of energy or technology absorption, the information required under section 2171 (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 with respect to those matters are not furnished.

During the year under review, the total foreign exchange earning and outgo has remained NIL.

1O. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance & Deposits) Rules, 1975.

11. RBI DIRECTIONS

Your Company continues to carry on its business of Non Banking Finance Company as a Non Deposit accepting Company and comply with all the applicable requirements prescribed by Reserve Bank of India.

12. PARTICULARS OF EMPLOYEES

The Company is having qualified and trained employee who are responsive to Customers needs and changing economic scenario. Employee relation was cordial and work atmosphere was healthy during the year.

There are no employees covered by section 217 (2A) of the Companies Act, 1956 read with Companies. (Particulars of Employees) Rules, 1975 as amended.

13. TO CONSIDER THE APPOINTMENT of AUDITORS

The members are requested to appoint auditors for the current year and to fix their remuneration. M/s. P. INDRAJIT & ASSOCIATES, Chartered Accountants, Vadodara the existing auditors have u/s 224 (1B) of the Companies Act, 1956 furnished certificate of their eligibility for appointment.

14. SECRETRIAL COMPLIANCE CERTIFICATE

Pursuant to provision of sub section (1) of section 383A of the Companies Act, 1956 it is obligatory to attach Compliance Certificate with the Board's report referred to in section 217 of the Companies Act, 1956. A copy of the Compliance Certificate is attached for the persual of the members.

15. ACKNOWLEDGEMENT

Your Directors warmly acknowledge the unstinting support extended by the Government authorities, Financial Institutions, Banks, Brooking Houses, Customers, Vendors and shareholders in contributing to the results. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the employees of the Company for its success.

Regd. Office : FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

811, Siddharth Complex, R.C.Dutt Road, Alkapuri, Baroda-390 007. K H Contractor H. A. Contractor

Place: Baroda (M.D.) (Director) Date: 30/05/2011

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Mar 31, 2010

The Directors have pleasure in presenting the Companys 16th Annual Report on the business operations of the company together with the Audited Accounts for the Year ended on 31 st March, 2010.

01. FINANCIAL RESULTS (Rs in 000)

Particulars 2009-10 2008-09

Profit / (Loss) before Depreciation, Financial Charges & Taxex 1975 1613

Less:- Depreciation 263 212

Financial Charges 294 46

Current Income Tax (Provision) 378 255

Fringe Benefit Tax (Provision) 0 21

Deferred Income Tax (159) (18)

NETPROFIT/(LOSS) 1199 1097

Add: Balance of Profit & Loss B/F 7187 6691

PROFIT AVAILABLE FOR APPROPRIATION 8386 7788

APPROPRIATIONS :-

Transfer to Statutory Reserve 240 219

Tax adjustment to earlieryears (29) 382

BALANCE CARRIED OVER TO B/S 8175 7187

BOOK VALUE (Rs. pershare) 13.38 12.98

02. DIVIDEND

Your directors do not recommend only dividend for the financial year review. Idea is to conserve the financial resources for the future.

03. OPERATIONS

Income from Operations for the period under consideration was Rs. 6312 thousands and total Expenditure was Rs. 4894 thousands. Your Company earned a Profit before Tax of Rs. 141 Sthousands for the year ended March 31, 2010, registering an increase of Rs. 64 thousands over the previous year. The Profit after Tax, at Rs. 1199thousands was also 9.36% higher than the previous year. Your Directors consider the above results satisfactory under the prevailing circumstances.

04. BUSINESS PROSPECTS

During the year Company has directed its corporate activities into financial, investments activities and Commodity Trading. The corporate operations has generated profit and management is confident to accelerate the progress and horizon of operation in the potentially uncultivated sectors such as agriculture produce to bring more contribution margin during the current year. The company is taking number of initiative to consolidate and improve margins & return on capital which will enhance the shareholder value.

05. CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchange. Your Company has complied in all material respects with the features of Code of corporate governance. Managements Discussion and Analysis Report and Corporate Governance Report forming part of Directors Report are enclosed to Annexure.

06. DIRECTORS

During the year underview Mr. Amith. Nagarsheth and Mr. Rajiv H. Chokhawala will be retiring by rotation at the ensuring Annual General Meeting of members of the company, however being eligible offers themselves for reappointment.

07. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management confirm that:

a) In the preparation of the annual accounts for the financial year ended 31.03.2010, the applicable accounting standards have been followed and that there are no material departures.

b) They have in the selection of the accounting policies, consulted the statutory Auditors and have applied them consistently and made judgement 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.

c) They have taken proper and sufficient care to the best of their knowledge and ability to the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

08. INTERNAL CONTROL SYSTEM

Your company observes adequate internal control procedures commensurate with the size of the company and the nature of its business regard to its assets and liabilities and there is no continuing failure to correct major weakness in internal controls.

09. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company has no activities relating to conservation of energy or technology absorption, the information required under section 217 1 (e) of the Companies Act, 1956, read with the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988with respect to those matters are not furnished.

During the year under review, your company has not earned any foreign exchange. However, the company has foreign exchange outgo to the tune of 31,863.15 USD (Equivalent INR 14.86,734.58) towards import of commodity purchase viz; green peas.

10. FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of section 58-A of the Companies Act, 1956 and the Companies (Acceptance & Deposits) Rules, 1975.

11. REDIRECTIONS

Your Company continues to comply with all the applicable requirements prescribed by Reserve Bank of India.

12. PARTICULARS OF EMPLOYEES

The Company is having qualified and trained employee who are responsive to Customers needs and changing economic scenario. Employee relation was cordial and work atmosphere was healthy during the year.

There are no employees covered by section 217 (2A) of the Companies Act, I956read with Companies. (Particulars of Employees) Rules, 1975as amended.

13. TO CONSIDERTHE APPOINTMENT of AUDITORS

The members are requested to appoint auditors for the current year and to fix their remuneration. M/s. P. INDRAJIT & ASSOCIATES, Chartered Accountants, Vadodara the existing auditors have u/s 224 (IB) of the Companies Act, 1956 furnished certificate of their eligibility for appointment.

14. SECRETRIAL COMPLIANCE CERTIFICATE

Pursuant to provision of sub section (l) of section 383A of the Companies Act, 1956 it is obligatory to attach Compliance Certificate with the Boards report referred to in section 217 of the Companies Act, 1956. A copy of the Compliance Certificate is attached for the persual of the members.

15. ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Government authorities. Banks Brooking Houses, Customers, Vendors and shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for the devoted services of the employees of the Company for its success.

Regd. Office : FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

811, Siddharth Complex,

R.C.Dutt Road,

Alkapuri, Baroda-390 007. K. H. Contractor H. A. Contractor

Place ; Baroda (M.D.) (Director)

Date: 31/05/2010