DIRECTORS' REPORT

TO

THE MEMBERS,

M/S CONTIL INDIA LIMITED

VADODARA

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

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-lC 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.

M AIMAG EMENPS 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 003 53207), 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 OS 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 20''annual general meeting, have approved the appointment of Mr, AM IT NAGARSHETH [DIN NO- 00377637) AND MR. RAJIV C H O KH AWALA (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 27th 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 n on 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- O03S32O7) 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

M r. Krishna Contractor (DIN NO -00300342], Managing Director and Mr. Ash rat 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 diversify 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 qualify 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 (117483W] 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 2"° SEPTEMBER 2015 have confirmed that they hold a valid certificate issued by the peer review board of the ICAI.

The members are requested to ratify the appointment of M/s. R Indrajit & Associates, Chartered Accountants Registration number (1 I 7488W). As a statutory auditor of the company.

The auditors" report for the year ended 31st 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.

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 31st 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 ? "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. Am it Nagarsheth, 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 31st  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 regulation's 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.

For And on Behalf of the Board of Directors

K. H. CONTRACTOR Managing Director

H. A. CONTRACTOR Director

Registered office: 811, Siddharth Complex, RC Dutt Road, Alkapuri, vadodara - 390007

Date: 30/05/2015