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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.
OPEN 6.49
PREVIOUS CLOSE 6.49
VOLUME 495
52-Week high 8.70
52-Week low 6.40
P/E 38.18
Mkt Cap.(Rs cr) 2.11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.49
CLOSE 6.49
VOLUME 495
52-Week high 8.70
52-Week low 6.40
P/E 38.18
Mkt Cap.(Rs cr) 2.11
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 2015

FINANCIAL RESULTS (Rs in lacs)
Year Ended Year Ended
31st March 2015 31st March 2014
Income 42.68 40.89
Total Expenditure 27.84 20.42
Profit before interest Dep. And tax 14.84 20.46
Interest 0.70 0.89
Depreciation 11.88 11.78
Taxation 0.92 3.92
Net profit 1.34 3.88
Profit (Loss) brought forward 7.68 3.46
Net Profit (Loss) carried forward 9.02 7.68

DIVIDEND

The Company has not declared dividend for the year under review .

RESERVES

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.

OPERATIONS

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.

PROSPECTS

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.

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

(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.

DIRECTORS

Shri M. L. KhandelwalDirector of the Company is retiring by rotation at ensuingAnnual General meeting and being eligible offers himself for reappointment .

SECRETARIAL AUDITORS

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.

INTERNAL AUDITORS

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 .

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 violationof 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 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.

AUDITORS

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%

(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.

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

Sr. Name of Director/KMP no and its designation Remuneration to the Director/KMP for the Financial Year 2014-15 Percentage Increase/Decre ase in remuneration in the Financial Year 2014-15 Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. Rajesh Khuteta(M.D) 465000 8.40% 6.23
2. Mr.VishnuDusad (Independent Director) 3750 _ 0.05
3. Mr.Suresh Kumar Gupta (Independent Director) 3750 _ 0.05
4. Mrs. Ruchi Gupta (Independent Director) 3000 _ 0.04
5. Mr. M.L. Khandelwal (Chairman) 5250 _ 0.07
6. Mr. J.C. Kedawat (Company Secretary) 96000 - 1.28

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 .

AUDITORS

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

Corporate governance Report under clause 49 of listing agreement is annexed with thisreport.

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.

PLACE: JAIPUR For and on behalf of the Board of Directors
DATE: 30th May 2015 M. L .KHANDELWAL
Chairman

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

MGT 9

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:

i CIN 167120RJ1990PLC005371
li Registration Date 30 March 1990
lii Name Of The Company Continental Securities Limited
iv Category/Sub-Category of the Company Non-Banking Financial Company
V Address of the Registered office and contact details 301 .Metro Plaza Gopalbari .Jaipur - 302001
vi Whether listed company Yes/No Yes
vii NameAddress and Contact Details of Registrar and Transfer Agent if any M/S Beetal Financial & Computer Services Pvt. Ltd. BEETAL HOUSE 3* Floor 99 Madangir Behind LSC New Delhi -110062 Ph : 011-29961281-282 Fax : OH- 29961284

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated :

Name and Description of main products/services % to total turnover of the company
Finance 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section

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 :

Category of Share holders

No. of shares held at the beginning of the year 1-4-2014

No. of shares held at the end of the year 31 -3- 2015

% Change during the year

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
1. Indianlndividual/HUF
Central Govt. 0 813500 813500 25.03 0 813500 813500 25.03 0.00
StateGovt(s)Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
Banks/FI Any Other 0 0 0 0.00 0 0 0 0.00 0.00
0 486500 486500 14.97 0 486500 486500 14.97 0.00
0 0 0 0.00 0 0 0 0.00 0.00
0 0 0 0.00 0 0 0 0.00 0.00
OSub -Total (A)(1) 0 1300000 1300000 39.99 0 1300000 1300000 39.99 0.00
2. Foreign
a) NRIs Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other Individuals
c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/FI
e) Any Other... 0 0 0 0.00 0 0 0 0.00 0.00
0 0 0 0.00 0 0 0 0.00 0.00
0 0 0 0.00 0 0 0 0.00 0.00
Sub -Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total share holding of Promoter(A)=
(A)(1)+(A)(2)
0 1300000 1300000 39.99 0 1300000 1300000 39.99 0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks/FI 0 0 0 0 0 0 0 0 0
c) Central Govt. 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance
Companies 0 0 0 0 0 0 0 0 0
g) Fils
h)Foreign Venture Capital 0 0 0 0 0 0 0 0 0
Fund 0 0 0 0 0 0 0 0 0
i) Others (specify) 0 0 0 0 0 0 0 0 0
2. Non Institutuons
a) Bodies Corp. 5000 5000 0.15
i) Indian 0 0 0 0 0 0 0 0
ii) Overseas 0 0 0 0 0 0 0 0
b) Individuals 0 0 0 0 0 0 0 0
i) Individual shareholders holding nominal share capital upto Rs.1 Lakh. 0 952200 952200 29.29 18600 885600 904200 27.82 1.47%
ii) Individual shareholders holding nominal share capital in excess of Rs.1 Lakh. 0 922300 922300 28.37 965300 0 965300 29.70 1.33%
c)Others (specify)
1.NRI 0 56100 56100 1.73 0 56100 56100 1.73 0
2.HUF 20000 20000 0.62 20000 20000 0.62
2.Clearing Members 0 0 0 0 0 0 0 0 0
Sub Total (B)(2) Total Public Shareholding (B)=(B)(1)+(B)(2) 0 1950600 1950600 60.01 983900 966700 1950600 60.01 0.0
C. Shares held by Custodian for GDRs and ADRs
Grand Total (A+B+C) 0 3250600 3250600 100 983900 2266700 3250600 100

(ii) Shareholding of promoters

Share Holder’s Name

No. of shares held at the beginning of the year

No. of shares held at the end of the year

% Change during the year

Demat Physical Total %0f Total Shares Demat Physical Total % of Total Shares
1 .Meena Khandelwal 0 100 100 0.00 0 0 0 0.00 100.00
2.Hari Mohan Gupta 0 850 850 0.03 0 0 0 0.00 100.00
3. PadamSingh 0 850 850 0.03 0 0 0 0.00 100.00
4. Ramesh Sharma 0 850 850 0.03 0 0 0 0.00 100.00
5. Yogesh Kumar Gupta 0 850 850 0.03 0 0 0 0.00 100.00
6. Mamta Khandelwal 0 1000 1000 0.03 0 0 0 0.00 100.00
7. Suresh Sharma 0 1300 1300 0.04 0 0 0 0.00 100.00
8. Babulal Khuteta 0 1700 1700 0.05 0 0 0 0.00 100.00
9. Anil Kumar Johri 0 1800 1800 0.06 0 0 0 0.00 100.00
10. GovindSharan Gupta 0 1800 1800 0.06 0 0 0 0.00 100.00
11. Manish Gupta 0 1800 1800 0.06 0 0 0 0.00 100.00
12.Mohit Gupta 0 1800 1800 0.06 0 0 0 0.00 100.00
13. Jamna Das Sethi 0 2000 2000 0.06 0 0 0 0.00 100.00
14. RajkumarMamodia 0 2000 2000 0.06 0 0 0 0.00 100.00
15. Anita Jain 0 2000 2000 0.06 0 0 0 0.00 100.00
16. ArjunLalPurohit 0 2500 2500 0.08 0 0 0 0.00 100.00
17. B.L Choudhary 0 2500 2500 0.08 0 0 0 0.00 100.00
18.Babu LalChaturvedi 0 2500 2500 0.08 0 0 0 0.00 100.00
19. Ganesh Lai 0 2500 2500 0.08 0 0 0 0.00 100.00
20. Jugal Klshore 0 2500 2500 0.08 0 0 0 0.00 100.00
21. Mamta Khuteta 0 2500 2500 0.08 0 0 0 0.00 100.00
22. Manoj Kumar Sharma 0 2500 2500 0.08 0 0 0 0.00 100.00
23.0m PrakashNithawal 0 2500 2500 0.08 0 0 0 0.00 100.00
24.Pushpa Rawat 0 2500 2500 0.08 0 0 0 0.00 100.00
25.Pinkoo Somani 0 2500 2500 0.08 0 0 0 0.00 100.00
26. Ram Gopal Temani 0 2500 2500 0.08 0 0 0 0.00 100.00
27.R.K.Sharma 0 2500 2500 0.08 0 0 0 0.00 100.00
28.Rajesh Khandelwal 0 2500 2500 0.08 0 0 0 0.00 100.00
29.Ratnesh 0 2500 2500 0.08 0 0 0 0.00 100.00
30.Sangeeta Jain 0 2500 2500 0.08 0 0 0 0.00 100.00
31 .Subhash Chand Dhamod 0 2500 2500 0.08 0 0 0 0.00 100.00
32.Surajmal Sharma 0 2500 2500 0.08 0 0 0 0.00 100.00
33.Sunil Gupta 0 2500 2500 0.08 0 0 0 0.00 100.00
34.S.K. Gupta 0 2500 2500 0.08 0 0 0 0.00 100.00
35.Sanjay Khuteta 0 2500 2500 0.08 0 0 0 0.00 100.00
36.Sunita Dhamod 0 2500 2500 0.08 0 0 0 0.00 100.00
37.Vijay Kumar Sharma 0 2500 2500 0.08 0 0 0 0.00 100.00
38.Virendra Kumar 0 2500 2500 0.08 0 0 0 0.00 100.00
39. Hansa Khandelwal 0 2600 2600 0.08 0 0 0 0.00 100.00
40.Jagdlsh Chandra Kedawat 0 2600 2600 0.08 0 0 0 0.00 100.00
41. Dilip Jain 0 2700 2700 0.08 0 0 0 0.00 100.00
42. GauricharanJohri 0 2700 2700 0.08 0 0 0 0.00 100.00
43.Sunil khandelwal 0 3000 3000 0.09 0 0 0 0.00 100.00
44.Jugal Kishore amodia 0 3100 3100 0.10 0 0 0 0.00 100.00
45.Parvati Devi 0 3100 3100 0.10 0 0 0 0.00 100.00
46.Basanti Lai Sharma 0 3400 3400 0.10 0 0 0 0.00 100.00
47.Ashok Kumar 0 3500 3500 0.11 0 0 0 0.00 100.00
48.Kailash Nath 0 3500 3500 0.11 0 0 0 0.00 100.00
49.Laxman Singh 0 3500 3500 0.11 0 0 0 0.00 100.00
50.Pushpa Khandelwal 0 3500 3500 0.11 0 0 0 0.00 100.00
51.S.N.Gupta 0 3500 3500 0.11 0 0 0 0.00 100.00
52.Lalita Devi 0 3700 3700 0.12 0 0 0 0.00 100.00
53. Rajiv Agarwal 0 3700 3700 0.12 0 0 0 0.00 100.00
54.Naresh Hingorani 0 3800 3800 0.12 0 0 0 0.00 100.00
55.Rakesh Kumar Jain 0 4000 4000 0.12 0 0 0 0.00 100.00
56.Ramgopal Rawat 0 4000 4000 0.12 0 0 0 0.00 100.00
57.Anju Khandelwal 0 4100 4100 0.13 0 0 0 0.00 100.00
58.Kaushalya Pabuwal 0 4400 4400 0.14 0 0 0 0.00 100.00
59.Sushila Rawat 0 4400 4400 0.14 0 0 0 0.00 100.00
60.Nathulal Khandelwal 0 4500 4500 0.14 0 0 0 0.00 100.00
61.B.D.Sharma 0 5000 5000 0.15 0 0 0 0.00 100.00
62.G.N. Singh 0 5000 5000 0.15 0 0 0 0.00 100.00
63.G.S. Gupta 0 5000 5000 0.15 0 0 0 0.00 100.00
64.N.K. Jain 0 5000 5000 0.15 0 0 0 0.00 100.00
65.N.K. Agarwal 0 5000 5000 0.15 0 0 0 0.00 100.00
66.Narain Dhoopar 0 5000 5000 0.15 0 0 0 0.00 100.00
67.R.M.Gupta 0 5000 5000 0.15 0 0 0 0.00 100.00
68.R.K. Sharma 0 5000 5000 0.15 0 0 0 0.00 100.00
69.S.N. Srivastava 0 5000 5000 0.15 0 0 0 0.00 100.00
70.V.R. Jangid 0 5000 5000 0.15 0 0 0 0.00 100.00
71 .Dwarka Prasad Khandelwal 0 5300 5300 0.16 0 0 0 0.00 100.00
72.B.M.Gupta 0 5500 5500 0.17 0 0 0 0.00 100.00
73.J.P.Sharma 0 5500 5500 0.17 0 0 0 0.00 100.00
74.0mprakash Khandelwal 0 5500 5500 0.17 0 0 0 0.00 100.00
75.Babban Rawat 0 5600 5600 0.17 0 0 0 0.00 100.00
76.N.LGupta 0 5600 5600 0.17 0 0 0 0.00 100.00
77.Madan-mohan Gupta 0 5900 5900 0.18 0 0 0 0.00 100.00
78.Krishna Kedawat 0 6500 6500 0.20 0 0 0 0.00 100.00
79.Ramnath Karol 0 6500 6500 0.20 0 0 0 0.00 100.00
80.Shankarlal 0 6600 6600 0.20 0 0 0 0.00 100.00
81 .Vikram Khuteta 0 6700 6700 0.21 0 0 0 0.00 100.00
82.Hari Om Sharma 0 6800 6800 0.21 0 0 0 0.00 100.00
83.Chandan Khandelwal 0 7000 7000 0.22 0 0 0 0.00 100.00
84.Gordhan Das Sethi 0 7200 7200 0.22 0 7200 7200 0.22 0.00
85. Rajiv Khandelwal 0 7500 7500 0.23 0 7500 7500 0.23 0.00
86.Ashok Mamodia 0 7600 7600 0.23 0 7600 7600 0.23 0.00
87.Geetadevi Mamodia 0 10000 10000 0.31 0 10000 10000 0.31 0.00
88.Ram-swaroop Rawat 0 10800 10800 0.33 0 10800 10800 0.33 0.00
89.Radhika Dangayach 0 11900 11900 0.37 0 11900 11900 0.37 0.00
90.Girraj Prasad Khandelwal 0 12400 12400 0.38 0 12400 12400 0.38 0.00
91.Phool Singh 0 12400 12400 0.38 0 12400 12400 0.38 0.00
92.Jagdish Prasad handelwal 0 14300 14300 0.44 0 14300 14300 0.44 0.00
93. Raj Khuteta 0 14500 14500 0.45 0 14500 14500 0.45 0.00
94.Rajesh Khuteta 0 16500 16500 0.51 0 16500 16500 0.51 0.00
95.Madhu Khandelwal 0 17600 17600 0.54 0 17600 17600 0.54 0.00
96.Murarilal Khandelwal 0 22400 22400 0.69 0 22400 22400 0.69 0.00
97.Ramesh Chand Rawat 0 24600 24600 0.76 0 24600 24600 0.76 0.00
98.Dinesh Khandelwal 0 34000 34000 1.05 0 34000 34000 1.05 0.00
99.Hemlata Khandelwal 0 43800 43800 1.35 0 43800 43800 1.35 0.00
100-Bhagwati Khandelwal 0 48400 48400 1.49 0 48400 48400 1.49 0.00
101.Navneet Khandelwal 0 62600 62600 1.93 0 62600 62600 1.93 0.00
102.Madan Lai Khandelwal 0 70400 70400 2.17 0 70400 70400 2.17 0.00
103.Vikrant Khandelwal 0 79600 79600 2.45 0 79600 79600 2.45 0.00
104.M/S A&A Sales Prmoters 0 20000 20000 0.62 0 20000 20000 0.62 0.00
105.Trident Electronics 0 20000 20000 0.62 0 20000 20000 0.62 0.00
106.Tiruprati Finbuild Pvt. Ltd. 0 50000 50000 1.54 0 50000 50000 1.54 0.00
107.Century Projects. India Pvt. Ltd. 0 60000 60000 1.85 0 60000 60000 1.85 0.00
108.K.K. Fin-builds Pvt. Ltd 0 75000 75000 2.31 0 75000 75000 2.31 0.00
109.M/S Orchid Securirties Pvt. Ltd. 0 91500 91500 2.81 0 91500 91500 2.81 0.00
110.Unique-techno Associates Pvt. Ltd.= 0 170000 170000 5.23 0 170000 170000 5.23 0.00
111. Raj Khuteta 0 0 0 0.00 0 124000 124000 3.81 100.00
112. Sunidhi Khuteta 0 0 0 0.00 0 161000 161000 4.95 100.00

(iii) Change in Promoters ’Shareholding(please specify if there is no change)

Share holder’s name

Shareholding at the beginning of the year

Shareholding at the end of the year

No of shares % of total shares of the company No of shares % of total shares of the company
Date wise increase/decrease in Promoters shareholding during the year specifying the reasons for increase/decrease(e.g. allotment/transfer/bonus/ Sweat equity etc):
1 .Meena Khandelwal 100 0.00 0 0.00
2.Hari Mohan Gupta 850 0.03 0 0.00
3. Padam Singh 850 0.03 0 0.00
4. Ramesh Sharma 850 0.03 0 0.00
5. Yogesh Kumar Gupta 850 0.03 0 0.00
6. Mamta Khandelwal 1000 0.03 0 0.00
7. Suresh Sharma 1300 0.04 0 0.00
8. Babulal Khuteta 1700 0.05 0 0.00
9. Anil Kumar Johri 1800 0.06 0 0.00
10. GovindSharan Gupta 1800 0.06 0 0.00
11. Manish Gupta 1800 0.06 0 0.00
12.Mohit Gupta 1800 0.06 0 0.00
13. Jamna Das Sethi 2000 0.06 0 0.00
14. RajkumarMamodia 2000 0.06 0 0.00
15. Anita Jain 2000 0.06 0 0.00
16. ArjunLalPurohit 2500 0.08 0 0.00
17. B.L. Choudhary 2500 0.08 0 0.00
18.Babu LalChaturvedi 2500 0.08 0 0.00
19. Ganesh Lai 2500 0.08 0 0.00
20. Jugal Kishore 2500 0.08 0 0.00
21. Mamta Khuteta 2500 0.08 0 0.00
22. Manoj Kumar Sharma 2500 0.08 0 0.00
23.0m PrakashNithawal 2500 0.08 0 0.00
24.Pushpa Rawat 2500 0.08 0 0.00
25.Pinkoo Somani 2500 0.08 0 0.00
26.Ram Gopal Temani 2500 0.08 0 0.00
27.R.K.Sharma 2500 0.08 0 0.00
28.Rajesh Khandelwal 2500 0.08 0 0.00
29.Ratnesh 2500 0.08 0 0.00
30.Sangeeta Jain 2500 0.08 0 0.00
31 .Subhash Chand Dhamod 2500 0.08 0 0.00
32.Surajmal Sharma 2500 0.08 0 0.00
33.Sunil Gupta 2500 0.08 0 0.00
34.S.K. Gupta 2500 0.08 0 0.00
35.Sanjay Khuteta 2500 0.08 0 0.00
36.Sunita Dhamod 2500 0.08 0 0.00
37.Vijay Kumar Sharma 2500 0.08 0 0.00
38.Virendra Kumar 2500 0.08 0 0.00
39. Hansa Khandelwal 2600 0.08 0 0.00
40.Jagdish Chandra Kedawat 2600 0.08 0 0.00
41. Dilip Jain 2700 0.08 0 0.00
42. GauricharanJohri 2700 0.08 0 0.00
43.Sunil khandelwal 3000 0.09 0 0.00
44.Jugal Kishore Mamodia 3100 0.10 0 0.00
45.Parvati Devi 3100 0.10 0 0.00
46.Basanti Lai Sharma 3400 0.10 0 0.00
47.Ashok Kumar 3500 0.11 0 0.00
48.Kailash Nath 3500 0.11 0 0.00
49.Laxman Singh 3500 0.11 0 0.00
50.Pushpa Khandelwal 3500 0.11 0 0.00
51 .S.N.Gupta 3500 0.11 0 0.00
52.Lalita Devi 3700 0.12 0 0.00
53. Rajiv Agarwal 3700 0.12 0 0.00
54.Naresh Hingorani 3800 0.12 0 0.00
55.Rakesh Kumar Jain 4000 0.12 0 0.00
56.Ramgopal Rawat 4000 0.12 0 0.00
57.Anju Khandelwal 4100 0.13 0 0.00
58.Kaushalya Pabuwal 4400 0.14 0 0.00
59.Sushila Rawat 4400 0.14 0 0.00
60.Nathulal Khandelwal 4500 0.14 0 0.00
61.B.D.Sharma 5000 0.15 0 0.00
62.G.N. Singh 5000 0.15 0 0.00
63.G.S. Gupta 5000 0.15 0 0.00
64.N.K. Jain 5000 0.15 0 0.00
65.N.K. Agarwal 5000 0.15 0 0.00
66.Narain Dhoopar 5000 0.15 0 0.00
67.R.M.Gupta 5000 0.15 0 0.00
68.R.K. Sharma 5000 0.15 0 0.00
69.S.N. Srivastava 5000 0.15 0 0.00
70.V.R. Jangid 5000 0.15 0 0.00
71.Dwarka Prasad Khandelwal 5300 0.16 0 0.00
72.B.M.Gupta 5500 0.17 0 0.00
73.J.P.Sharma 5500 0.17 0 0.00
74.0mprakash Khandelwal 5500 0.17 0 0.00
75.Babban Rawat 5600 0.17 0 0.00
76.N.L.Gupta 5600 0.17 0 0.00
77.Madan-mohan Gupta 5900 0.18 0 0.00
78.Krishna Kedawat 6500 0.20 0 0.00
79.Ramnath Karol 6500 0.20 0 0.00
80.Shankarlal 6600 0.20 0 0.00
81 .Vikram Khuteta 6700 0.21 0 0.00
82.Hari Om Sharma 6800 0.21 0 0.00
83.Chandan Khandelwal 7000 0.22 0 0.00
84.Gordhan Das Sethi 7200 0.22 7200 0.22
85.Rajiv Khandelwal 7500 0.23 7500 0.23
86.Ashok Mamodia 7600 0.23 7600 0.23
87.Geetadevi Mamodia 10000 0.31 10000 0.31
88.Ram-swaroop Rawat 10800 0.33 10800 0.33
89.Radhika Dangayach 11900 0.37 11900 0.37
90.Girraj Prasad Khandelwal 12400 0.38 12400 0.38
91.Phool Singh 12400 0.38 12400 0.38
92.Jagdish Prasad Khandelwal 14300 0.44 14300 0.44
93. Raj Khuteta 14500 0.45 14500 0.45
94.Rajesh Khuteta 16500 0.51 16500 0.51
95.Madhu Khandelwal 17600 0.54 17600 0.54
96.Murarilal Khandelwal 22400 0.69 22400 0.69
97.Ramesh Chand Rawat 24600 0.76 24600 0.76
98.Dinesh Khandelwal 34000 1.05 34000 1.05
99.Hemlata Khandelwal 43800 1.35 43800 1.35
100.Bhagwati Khandelwal 48400 1.49 48400 1.49
101.Navneet Khandelwal 62600 1.93 62600 1.93
102.Madan Lai Khandelwal 70400 2.17 70400 2.17
103.Vikrant Khandelwal 79600 2.45 79600 2.45
104.M/S A&A Sales Prmoters 20000 0.62 20000 0.62
105.Trident Electronics 20000 0.62 20000 0.62
106.Tiruprati Finbuild Pvt. Ltd. 50000 1.54 50000 1.54
107.Century Projects. India Pvt. Ltd. 60000 1.85 60000 1.85
108.K.K. Fin-builds Pvt. Ltd 75000 2.31 75000 2.31
109.M/S Orchid Securirties Pvt. Ltd. 91500 2.81 91500 2.81
110.Unique-techno Associates Pvt. Ltd.= 170000 5.23 170000 5.23
111. Raj Khuteta 0 0.00 124000 3.81
112. Sunidhi Khuteta 0 0.00 161000 4.95

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):

Share Holder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
I.Prabha Gupta 162000 4.98 162000 4.98
2.Sunil Kumar Mishra 92400 2.84 100800 3.10
3.Murari LaIVyas 86500 2.66 99400 3.06
4.Mahendra Khandelwal 97700 3.01 94800 2.92
5.Diptanshu Gupta 80000 2.46 79900 2.46
6.Vijay Laxmi Gupta 60000 1.85 77700 2.39
7.Rinku Khandelwal 58600 1.80 69300 2.13
8.Vibha Khandelwal 64000 1.97 64000 1.97
9.Rishi Tambi 60000 1.85 60000 1.85
10-Kaushalya Devi Ghiya 0 0.00 55800 1.72

Date wise Increase/Decrease in Promoters Share Holding during theYear specifying thereasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):

Rai Khuteta 0 0 124000 3.81
Sunidhi Khuteta 0 0 161000 4.95

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:

For each of the Directors and KMP

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1.M.L. Khandelwal (At the beginning of the year) 70400 2.17 0 0.00
Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/Sweat equity etc.)
(At the End of the year) 70400 2.17 70400 2.17
2.Rajesh Khuteta (At the beginning of the year) 16500 0.51 0 0.00
Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/Sweat equity etc.)
(At the End of the year) 16500 0.51 16500 0.51
3.Suresh Kumar Gupta (At the beginning of the year) 0 0.00 0 0.00
Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease

 

(e.g. allotment/transfer/bonus/Sweat equity etc.)
(At the End of the year) 0 0.00 0 0.00
4.Ruchi Gupta (At the beginning of the year) 0 0.00 0 0.00
Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/Sweat equity etc.)
(At the End of the year) 0 0.00 0 0.00
5-Vishnu Dusad (At the beginning of the year) 0 0.00 0 0.00
Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/Sweat equity etc.)
(At the End of the year) 0 0.00 0 0.00
6.Jagdish Chandra Kedawat (At the beginning of the year) 2600 0.08 0 0.00
Date wise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/Sweat equity etc.)
(At the End of the year) 0 0.00 0 0.00

I. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Indetbtedness at the beginning of the financial year Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
i. Principal amount 646234 646234
ii.Interest due but not paid - -
iii.Interest accrued but not due - -
Total (i+ii+iii) 646234 .... .... 646234
Change in indebtedness during the financial year Reduction 174950 174950
Net change (-) 174950 (-) 174950
Indebtedness at the end of the financial year
i. Principal amount 471284 471284
ii.Interest due but not paid - -
iii.Interest accrued but not due - -
Total (i+ii+iii) 471284 NIL NIL 471284

II. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing DirectorWhole-time Directors and/or Manager: (IN RS.)

Particulars of Remuneration Name of M D/WTD/Manager Total Amount
Rajesh Khuteta MD
1 .Gross Salary 465000 465000
(a) Saalry as per provisions contained
In section 17(1) of the Income-tax Act1961(b) Value of perquisities u/s 17(2) Income Tax Act1961(c).Profits in lieu of salary under section 17(3) Income Tax Act 1961
2.Stock Option -
3. Sweat Equity -
4.Commission - as % of profit - Others specify -
S.Others please pecify -
6.Total(A) 465000 465000
7.Ceiling as per the Act

 

B. Remuneration to other Directors : (IN RS.)

 

Particulars of Remuneration

Name of Director

Total Amount

Suresh Gupta Ruchi Gupta Vishnu Dusad M.L Khandelwal
Independent Directors
(i)Fees for attending board/committee meetings 3750 3000 3750 10500
(ii)Commission-Others please specify - - - -
Total (1)
Other Non-Executive Directors
(i)Fees for attending board/committee meetings 5250 5250
(ii)Commission-Others please specify
Total (2)
Total(B)=(1+2) 3750 3000 3750 5250 15750
Total Managerial Remuneration Overall ceiling as per the Act Yes Yes Yes Yes Yes

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Particulars of Remuneration

Key Managerial Personnel

Total

CEO Company Secretary CFO
1 .Gross Salary
(a) Salary as per the provisions contained in section 17(1) of the Income-tax Act1961 (b) Value of perquisities u/s 17(2) Income-tac Act1961(c) Profits in lieu of salary under Section 17(3) Income-tax Act 1961 - 8000*12 months = 96000 - 96000
2.Stock Option
3.Sweat Equity
4.Commission -as % of profit - others specify _
5.0thersplease specify _
6. Total - 96000 - 96000.00

III. Penalties/Punishment/Compounding Of Offences :

Type Section of the Companies Act Brief Description Details of Penalty Punishment/ Compounding fees imposed Authority [RD/NCLT/COURT] Appeal modeif any (give details)
A.COMPANY
Penalty
Punishment
Compounding
B.DIRECTORS
Penalty
Punishment
Compounding
C.OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

 

For and behalf of the Board
Palace : Jaipur
Date 29-05-2015 Sd /-
J.C Kedawat
(Company Secretary)

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 )

The Members

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.

For MAHENDRA KHANDELWAL & CO
Company Secretaries
Date: 30th May 2015 Mahendra Prakash Khandelwal
PlaceJAIPUR (Proprietor)
FCS No.: 6266
COP No.: 4459

Annexure - I

To

The Members

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.

For MAHENDRA KHANDELWAL & CO
Company Secretaries
Date: 30th May 2015 (Mahendra Prakash Khandelwal)
Place: Jaipur (Proprietor)
FCS No.: 6266
CP No.: 4459

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