Continental Securities Ltd.
|BSE: 538868||Sector: Financials|
|NSE: N.A.||ISIN Code: INE183Q01012|
|BSE LIVE 11:17 | 12 Sep||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 538868||Sector: Financials|
|NSE: N.A.||ISIN Code: INE183Q01012|
|BSE LIVE 11:17 | 12 Sep||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting the Annual Report together with AuditedAccounts for the year ended 31st March 2015
The Company has not declared dividend for the year under review .
A sum of Rs.20371.00 has been transferred by company to Reserve fund as per guidelinesprescribed by Reserve Bank Of India. No other amount is carried to any reserves during theperiod under review.
During the year under review the Company has registered a gross income of Rs.42.68 Lacsas compared to the income of Rs. 40.89 lacs in the previous year. The net profit of thecompany was Rs.1.34 lacs as against net profit of Rs.3.88 lacs in the previous year. Thedecline in net profit was due increase in expenditures and decrease in Revenue.
The year 2014-15 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 expect good performance even after stiff competition with bigplayers. The Company is still in process of consolidation and efforts are being made toenhance the net worth of the Company through renewed focus on core competence on Leasingand Investments. However the finance is major problem in expending the business of theCompany.
MANAGEMENT DISCUSSION AND ANALYSIS
Growth of India has slowed down remarkably reflecting global developments and domesticsupply constraints however the rate of inflation is not a matter of worry and corporateinvestment the slowdown has penetrate to other sectors of the economy. The financial
position of banks and corporates have deteriorated There are numerous factors which mayaffect business of finance companies . The performance of the company its profitability attitude of consumers etc. are some of them. Company is taking cautions view andformulate policies accordingly.
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.
The Company has not accepted any deposits during the year under review.
LISTING WITH BOMBAY STOCK EXCHANGE
The securities of the company have been listed with Bombay Stock Exchange from 8thJanuary 2015 Under direct listing regulations.
As a result the shares of the Company will not be traded at Delhi Jaipur andahmedabad Stock Exchanges.
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 2013are 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 PROHIBITIONAND REDRESSAL )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 act 2013 relating to Corporate social responsibility doesnot
apply to the company.
DOCUMENTS PLACED ON THE WEBSITE
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.
Shri M. L. KhandelwalDirector of the Company is retiring by rotation at ensuingAnnual General meeting and being eligible offers himself for reappointment .
Pursuant to provisions of Section 204 of the companies act2013 M/S Mahendra Khandelwal& Associates Company Secretaries were appointed as Secretarial auditors of thecompany for the year ended 31st march2015 .The Secretarial Audit report submitted by themis annexed. The report does not contain any qualification.
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. As such no disclosure in form AOC-2 isrequired. However disclosure of related party transaction is made in notes to theaccounts. The Board has framed a policy on related party transaction.
EXTRACTS OF ANNUAL RETURN :
Extracts of annual return is annexed to this report.
M/S Ajay Khandelwal & Associates were appointed internal Auditors of the Companyfor the year ended 31st March2015 under the provisions of Companies act2013 .The Companyproposes to continue their services for the year 2015-16 .
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 violationof company's code of conduct .
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 of risk 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.
M/s R.P. Khandelwal & Associates Jaipur Auditors of the Company hold office untilthe conclusion of the ensuing Annual General Meeting and are recommended forreappointment.
DECLARATION BY INDEPENDENT DIRECTORS :
The Company has obtained a declaration from independent Directors the said independentDirector meets the criteria of independence as mentioned in Section 149 ( 6) of theCompanies Act2013 .
MEETING OF BOARD OF DIRECTORS
The required information is given in corporate governance report which is also a partof Directors Report.
INDEPENDENT DIRECTORS MEETING
During the year under reference one meeting of Independent directors was held on 27thJanuary2015 in compliance with the requirement of Schedule IV of the Companies Act2013.At the said meeting performance of non-independent Directors Board as a whole andChairman of the Company was reviewed.
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 Company sharesand 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 - 1008900
b) Percentage of Shares Dematerialized as on 31st march 2015 - 31.04%
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.
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 :
i. The ratio of remuneration of each Director to the median remuneration of the
employees of the company for the financial year 2014-15 and
ii. The percentage increase in remuneration of each Director Chief Financial Officer
CEO Company Secretary or Manager if any in the financial Year .
*Only sitting fee is paid to Independent and non executive Directors.
iii. The number of employees on the roll of the company are eight.
iv . The median remuneration of employees( MRE ) of the Company is Rs9331 .The
MRE for the year is increased by 0.01%compared to previous year.
iv. 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 .
v. There is no variable component in remuneration of Directors of the Company.
Vi. 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 .
vii. 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 March2015 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 31stmarch 2105 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 March2015 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 .
M/s R.P. Khandelwal & Associates Jaipur Auditors of the Company hold office until
the conclusion of the ensuing Annual General Meeting and are recommended forreappointment.
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 Report under clause 49 of listing agreement is annexed with thisreport.
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.
ANNEXURE -I TO THE DIRECTORS REPORT
EXTRECT OF ANNUAL RETURN As on financial year ended on 31.03.2015
Pursuant to Section 92(3) of the companies Act 2013and Rule 12(1)of Company(Management& Administration ) Rules 2014
Extract of Annual Return
As on the Financial Year 31.03.2015
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration)Rules2014]
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of thecompany shall be stated :
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Company has no subsidiary/associate company .
IV. SHARE HOLDING PATTERN (Equity Share Capital Break-Up as percentage of Total Equity)
I) Category -wise Share Holding :
(ii) Shareholding of promoters
(iii) Change in Promoters Shareholding(please specify if there is no change)
Notes : (i) All changes in holding are on account of transfer of shares.
(ii)AII changes are made on 7th April 2014.
iv) Shareholidng Pattern of top ten shareholders ( other than Directors promoters andHolders of GDRs and ADRs):
Date wise Increase/Decrease in Promoters Share Holding during theYear specifying thereasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
Notes : (i) All changes in holding are on account of transfer of shares. (ii)AIIchanges are made on 7th April 2014.
(v) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
II. Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing DirectorWhole-time Directors and/or Manager: (IN RS.)
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
III. Penalties/Punishment/Compounding Of Offences :
ANNEXURE II TO THE DIRECTORS REPORT
FORM NO MR- 3 SECRETARIAL AUDIT REPORT
For the financial year ended 31st March 2015
( Pursuant to Section 204(1) of the Companies act 2013and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel ) Rules 2014 )
Continental securities Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practice by M/s Continental SecuritiesLimited(herein after called "The Company"). Secretarial audit was conducted inthe manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliance and expressing our opinion thereon.
Based on the verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion; the Company has during the auditperiod covering the financial year ended on 31stMarch 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance mechanism in place to the extent in the manner and subject to the reportingmade hereinafter.
I have examined the books papers minutes' book forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31stMarch 2015 to theextent applicable according to the provisions of:
I. The Companies Act 2013 (the Act) and the rules made there under;
II. The Securities Contract (Regulation) Act 1956 and Rules made there under;
III. The Depositories Act 1996 and Regulations and Bye-laws framed there under;
IV. The following Regulations and Guidelines prescribed under the Securities &Exchange Board of India Act 1992 ("SEBI Act") to the extent applicable;
A. SEBI (Substantial Acquisition of Shares and Takeover) Regulation 2011
B. SEBI (Prohibition of Insider Trading) Regulations 1992
C. SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009
D. SEBI (Employee Stock Option Scheme and Employee Stock purchase Scheme) Guidelines1999
E. SEBI(Issue and listing of Debt securities) Regulations 2008
F. SEBI(Registrars to an Issue and Share Transfer Agents) Regulations 1993
G. The SEBI (Delisting of Equity Shares) Regulations 2009
H. The SEBI (Buyback of Securities) Regulations 1998
V. As identified by the management following laws are specifically applicable to theCompany:
A. Reserve Bank of India Act 1934
B. Guidelines on Fair practices code for NBFC
C. Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions 1998
D. Negotiable Instruments Act 1881
E. NBFC Auditors Directions 2008
F. Guidelines directions and instructions issued by RBI through notifications andcirculars.
G. The Right to Information Act 2005.
H. The Sexual Harassment of Women at Workplaces (Prevention Prohibition And Redressed)Act 2013.
I. And other applicable Laws.
I have also examined compliance with the applicable clauses of the following:
a) Secretarial Standards issued by The Institute of Company Secretaries of India. (NotNotified hence not applicable to the Company during Audit Period);
b) The Listing Agreements entered into by the Company to get itself listed with BSELimited.
During the period under review the Company has-complied with the provisions of theAct Rules Regulations Guidelines Standards etc. mentioned above except in thefollowing:
? Form MGT-14 relating to Unaudited Results in F.Y. 2014-15 for the Quarter Ending3006-2014 30-09-2014 was not filed.
I further report that
a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
b) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
c) None of the directors in any meeting dissented on any resolution and hence there wasno instance of recording any dissenting member's view in the minutes.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the Company has not passed any specialresolutions which are having major bearing on the Company's affairs in pursuant of theabove referred laws rules regulations guidelines standards etc.
This report is to be read with my letter of even date which is annexed as Annexure - Iwhich forms an integral part of this report.
Annexure - I
Continental Securities Limited.
My report of even date is to be read along with this letter.
1. It is management's responsibility to identify the LawsRules RegulationsGuidelines and Directions which are applicable to the Company depending upon the industryin which it operates and to comply and maintain these records with same in letter and inspirit. My responsibility is to express an opinion on those records based on our audit.
2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices I followed provide areasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.
4. Wherever required I have obtained the Management's Representation about thecompliance of Laws RulesRegulations Guidelines and Directions and happening eventsetc.
5. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
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