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Continental Securities Ltd.

BSE: 538868 Sector: Financials
NSE: N.A. ISIN Code: INE183Q01012
BSE 14:09 | 12 Apr Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 6.50
PREVIOUS CLOSE 6.81
VOLUME 100
52-Week high 6.50
52-Week low 6.50
P/E 28.26
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.50
CLOSE 6.81
VOLUME 100
52-Week high 6.50
52-Week low 6.50
P/E 28.26
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Continental Securities Ltd. (CONTSECURITIES) - Director Report

Company director report

Your Directors have pleasure in presenting the Annual Report together with AuditedAccounts for the year ended 31st March 2017

FINANCIAL RESULTS

(Rs in lacs)
Year Ended 31st March 2017 Year Ended 31st March 2016
Income 39.58 32.56
Total Expenditure 22.82 20.37
Profit before interest Dep. And tax 16.76 12.19
Interest 0.45 0.49
Depreciation 3.64 6.11
Taxation 3.06 0.96
Net profit 9.61 4.63
Profit (Loss) brought forward 10.35 6.65
Net Profit (Loss) carried forward 17.95 10.35

DIVIDEND

No dividend was declared during the financial year 2016-17 as the company has utilizedor used its profits in other activities for promoting its business.

RESERVES

A sum of Rs. 2.01 Lacs has been transferred by company to Reserve fund as perguidelines prescribed by Reserve Bank Of India. No other amount is carried to any reservesduring the period under review.

OPERATIONS

During the year under review the Company has registered a gross income of Rs. 39.58Lacs as compared to the income of Rs. 32.56 lacs in the previous year. The net profit ofthe company was Rs.9.61 lacs as against net profit of Rs. 4.63 lacs in the previous year.

PROSPECTS

The year 2016-17 has seen downfall in some of the areas of the Indian economy. One ofthe major features of the fiscal year was the unfavorable financial market condition.However the company expectgood performance even after stiff competition with big players.The Company is still in process of consolidation and efforts are being made to enhance thenetworth of the Company through renewed focus on core competence on Leasing andInvestments. However the finance is major problem in expending the business of theCompany.

MANAGEMNT DISCUSSION AND ANALYSIS

The indian economy is now recovering and growth is on track. The financial position ofbanks and corporates have been deteriorated. There are numerous factors which may affectbusiness of finance companies. The performance of the company its profitability attitudeof consumers etc. are some of them. Company is taking cautions view and formulate policiesaccordingly.

RESERVE BANK OF INDIA

The Company has continued to follow all applicable guidelines issued by the Reservebank of India for NBFCs regarding Capital Adequacy Asset Classification provisioning andincome recognition on non-performing asset as applicable to category of NBFCs notaccepting Public Deposits.

DEPOSITS

The Company has not accepted any deposits during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of loans guarantees and investments if any covered under the provisions ofsection 186 of the Companies act 2013 are given in the notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS

No significant or material order has been passed by the Regulators /Courts or Tribunalswhich can impact the going concern status and Company's operation in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes occurred subsequent to the close of financial year ofthe company to which the balance sheet relates and the date of the report which can affectthe financial position of the Company

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION ANDREDRESSAL )ACT2013

The company has zero tolerance for sexual harassment at work places and has in place apolicy on prevention prohibition and redressal of sexual harassment at work place in theline of provisions of Sexual Harassment of women at work place (Prevention prohibitionand redressal )Act2013and the rules framed there under. At present company has no womenworker in service.

CORPORATE SOCIAL RESPONSIBILITY

THE Provisions of companies act2013 relating to Corporate social responsibility doesnot apply to the company.

DOCUMENTS PLACED ON THE WEBSITE

(www.continentalsecuritiesltd.com)

The following documents have been placed on the website in compliance with the Act :

• Financial statements of the Company.

• Code of conduct for insider trading and corporate disclosure practices.

RELATED PARTY TRANSACTIONS:

ALL the related party transactions that were entered in to during the financial yearwere on an arm's length basis and were in the ordinary course of business. There are nomaterial / significant related party transaction made by the Company which has a potentialconflict with the interest of the Company at large and disclosure in form AOC-2 is givenas required.

The Board has framed a policy on related party transaction.

EXTRACTS OF ANNUAL RETURN :

Extracts of annual return is annexed to this report.

STATUTORY AUDITORS

As per the provision of the Act the period of office of M/s R.P. Khandelwal&AssociatesChartered Accountants Statutory Auditors of the Company expires at theconclusion of the ensuring Annual General Meeting.

It is proposed to appoint M/s B L DUSAD & CO CHARTERED ACCOUNTS (Firm RegistrationNo. 001435C) for a term of 5(five) consecutives years who hare confirmed theireligibility and qualification required under the Act for holding the office as aStatutory Auditor of the Company.

The Notes on financial statement referred to the Auditor Report are self explanatoryand do not call for any further comments. The Auditors Report does not contain anyqualification resvervation adverse remark or disclaimer

INTERNAL AUDITORS

M/S Ajay Khandelwal & Associates Chartered Accountants were appointed internalAuditors of the Company for the year ended 31st March2017 under the provisions ofCompanies act2013.The Company proposes to continue their services for the year 2017-18

VIGIL MECHANISM

In Accordance of Section 177 of the Companies act 2013 the Company has constituted aWhistle Blower policy/ Vigil Mechanism to establish a vigil mechanism for the Directorsand employees to report genuine concerns in such manner as may be prescribed and to reportto the management instances of unethical behavior actual or suspected fraud or violationor violation of company's code of conduct.

RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it reviewsand assesses significant risk on a regular basis to ensure the there is a robust system ofrisk controls and mitigation in place.

Senior management periodically review the risk management. The management however ofthe view that no risk element is identified which in opinion of the board may threaten theexistence of the company.

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the size and complexity ofoperations. The Company has appointed M/S Ajay Khandelwal & Associates Charteredaccountants Jaipur as internal auditors of the Company. The Audit committee has also takeneffective steps to review internal control system from time to time.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the companies act 2013 M/S MKGP &Associates Secretaries were appointed as Secretarial auditors of the company for the yearended 31st March2017. The Secretarial Audit report submitted by them is annexed. Thereport does not contain any qualification

DIRECTORS

Shri M.L Khandelwal Director of the Company is retiring by rotation at the ensuringAnnual General Meeting and being eligible offers himself for appointment

Shri Rajesh Khuteta also be re - appointed Managing Director of Company in this AnnualGeneral Meeting.

BOARDS COMMITTEES:-

The Boards of Directors of the Company has constituted various Committees inCompliances with the provision of the Companies and SEBI listing Regulations such asAudit Committee Nomination Remuneration and Compensation Committee Shareholder GrievanceCommittee.

All Decision pertaining to the constitution of the Committees appointment of membersand fixing of the terms of reference /role of the committees are taken by the Board ofDirectors.

AUDIT COMMITTEE

The Audit Committee comprises Independent Director namely Shri Suresh Kumar Gupta(Chairman) Shri Vishnu Dusad and Mrs Ruchi Gupta During the year all the recommendationmade by the Audit Committee were accepted by the Board.

Details of the Number of Meeting held during the year; 30th May 2016. 13th August 201614th November 2016 and 14th February 2017.

NOMINATION AND REMUNERATION COMMITTEE

The Board on the recommendation of the Nomination remuneration and compensationCommittee has adopted a policy for Selection appointment and remuneration of Directorskey Managerial personnel and Senior Management. Meeting was held during the year on 20thDecember 2016.

MEETING OF BOARD OF DIRECTORS

The meetings of Board of Directors held during the year under review on 30th May2016.6th August 2016 13th August 2016 14th November 201620th December 2016 and 14thFebruary 2017

INDEPENDENT DIRECTORS MEETING

During the year under reference one meeting of Independent directors was held on 14thFeb 2017in compliance with the requirement of Schedule IV of the Companies Act 2013.Atthe said meeting performance of non-independent Directors Board as a whole and Chairmanof the Company was reviewed.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has obtained a declaration from independent Directors. The said independentDirectors meets the criteria of independence as mentioned in Section 149 ( 6) of theCompanies Act2013 and Schedule IV of the Companies Act 2013.

PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct for fair disclosure and prevention of insidertrading in order to regulate and control trading in securities by Directors and designatedemployees of the Company. The code requires pre-clearance for dealing in the Companyshares and prohibits the purchase and sales of Company shares by Directors and designatedemployees while in possession or unpublished price sensitive information in relation toCompany and during the period of closure of trading window.

(i) Demat/Remat of shares

No request was received for Remat during the financial year. Details of Demat asfollows;

a) Number of shares Dematerialized - 1489571

b) Percentage of Shares Dematerialized as on 31st march2017 - 45.82%.

(ii) Disclosures

a) There were no transactions of material nature with its related parties that may havethe potential conflict with the interest of the company at large. Transactions withrelated parties are disclosed in Note No 12 of the financial statements.

b) There were no instances of non compliance nor have any penalties imposed by StockExchanges or SEBI or any other statutory authority on any matter related to capital marketduring the last here financial years.

c) Managing Director of the company has certified to the Board with regard to thecompliance made by them in terms of Clause 49 of the listing agreement and the certificateform part of this report.

Sr. no Name of Director/KMP and its designation Remuneration to the Director/KMP for the Financial Year 2016-17 Percentage Increase/Decre ase in remuneration in the Financial 2016-17 Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. M.L. Khandelwal
(Chairman) 4500 - .04
2. Mr. Rajesh Khuteta 537000 7.19 5.09
3. Mr. Vishnu Dusad
(Independent Director) 4500 - .04
4. Mr. Suresh Kumar Gupta
(Independent Director) 4500 - 0.04
5. Mrs. Ruchi Gupta
(Independent Director) 4500 - 0.04
6. Mr. J.C. Kedawat
(Company Secretary) 144000 - 1.36
7. Mr. Hemant Gupta
(C.F.O) 216000 22.72 2.04

REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS

Details pertaining to remuneration as required under Section 197(12) of the companiesact 2013read with Rule 5 (1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 2014 :

* Only sitting fee is paid to Independent and non executive Directors.

i. The number of employees on the roll of the company is one.

ii. The median remuneration of employees( MRE ) of the Company is Rs.105600.The MRE forthe year is increased by 5.00 %compared to previous year.

iii. There was no increase in salary of Key Managerial Personnel during the year andmanagerial remuneration except increase in salary of Managing Director by Rs. 36000.00 andCFO by Rs.40000.

iv. There is no variable component in remuneration of Directors of the Company.

v. The ratio of the remuneration of the highest paid director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid directorduring the year -None.

vi. It is hereby affirmed that the remuneration paid is as per the remuneration policyof the company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 ((3) (c) of the Companies Act 2013yourDirectors state that

1. That in preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

2. That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year 31stmarch2017 and of the profit or loss of the Company for that period ;

3. That they have taken proper and sufficient care for the maintenance of properaccounting records in accordance with the provisions of the companies Act 2013 and rulesmade there under for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

4. That they have prepared the annual accounts for the financial year ended 31st March2017 on a going concern basis.The Directors had laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively.

5. The directors had devised proper and systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO

The information required under Section 134(3)(m) of the Companies Act2013 relating toconservation of energy and technology absorption is not given since the Company is notengaged in manufacturing activity. The inflow and outgo of the foreign exchange was nilduring the year.

CORPORATE GOVERNANCE

As per to SEBI (Listing Obligation & Disclosure Requirements ) Regulations 2015Company is not in perview of Corporate governance regulation.Hence Corporate GovernanceReport is not enclosed with Directors Report.

ACKNOWLEDGMENT

The Board would like to place on record its sincere appreciation to all the employeesfor their continued efforts towards the growth of the company. The Board also wishes toplace on record the support extended by its Bankers and the trust reposed in it by itsshareholders.

For and on behalf of the Board of Directors
PLACE: JAIPUR M.L Khandelwal
DATE: 29th May 2017 Chairman