To
The Shareholders,
Continental Securities Limited ("Company")
Your Directors are pleased to present the Thirty three Annual Report on the operational
and business performance of the Company together with the Audited Financial Statements for
the Financial Year ended March 31, 2023.
FINANCIAL PERFORMANCE:
The financial performance of the company for Financial Year 2022-23 is summarized here
below:
(Rs. In Lacs.)
Particulars |
Current Year |
Previous Year |
Income |
125.16 |
105.10 |
Total Expenditure |
36.27 |
30.16 |
Profit Before Interest, Depreciation and Tax |
88.89 |
72.12 |
Interest |
0.00 |
0.00 |
Depreciation |
4.40 |
2.81 |
Taxation |
21.96 |
19.12 |
Net Profit |
62.53 |
53.40 |
Profit (Loss) Brought Forward |
107.32 |
66.24 |
Net Profit (loss) carried forward |
155.53 |
107.30 |
DIVIDEND
Your Directors have considered reinvesting the profits into the business of the Company
in order to build a strong reserve base for the long-term growth of the Company.
Accordingly, no dividend has been recommended for the Financial Year ended March 31,
2023.Your Company has formulated Dividend Distribution Policy in accordance with
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations") for bringing transparency in the
matter of declaration of dividend and to protect the interest of investor.
REVIEW OF OPERATIONS
Your Company is registered as a Non-Banking Finance Company ("NBFC") to carry
out the finance activities in India. In order to build a high-quality loan book, your
Company endeavors to adopt robust monitoring and recovery mechanism. Your Company is
always committed towards improving efficiency in all its processes and service levels for
its customers.
RESERVES
A sum of Rs. 14.63 lacs has been transferred by company to Reserve out of which
Rs.l2.81Lacs has been transferred to Reserve Fund as per guidelines prescribed by Reserve
bank of India. Also a provision of Rs.l.82Lacs @0.25 on the standard as sets of the
Company was made during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company comprises of Five Directors, consisting of three Non-Executive
Independent Directors (including one Women Director), Chairman or Managing Director as on
March 31,2023 who bring in a wide range of skills and experience to the Board
Name of the Director |
Designation |
DIN NO. |
Mr. Madan Lai Khandelwal |
Chairman |
00414717 |
Mr. Rajesh Khuteta |
Managing Director |
00167672 |
Mr. Vishnu Dusad |
Non-Executive Independent Director |
03041606 |
Mr.Suresh Kumar Gupta |
Non-Executive Independent Director |
00217474 |
Mrs. Ruchi Gupta |
Non-Executive Independent Director |
06827155 |
The Independent Directors have confirmed that they satisfy the criteria prescribed for
Independent Directors as stipulated in the provisions of the Sectionl49(6) of the Act and
Regulationl6(l) (b) & 25 of SEBI LODR Regulations. The Company has obtained
declaration of independence from all the Independent Directors of the Company. None of the
Directors have any pecuniary relationship or transactions with the Company. None of the
Directors of the Company are related to each other and have confirmed that they are not
disqualified from being appointed as Directors Interms of Sectionl64 of the Act and are
not debarred from holding the office of Director by virtue of any SEBI order or any other
such authority.
Directors/Key Managerial Personnel Appointment/ Reappointment/ Cessation
There was no appointment, Resignation and change in the Directors of the company during
the year 2022-23 under Review.
Appointments/Resignations of the Key Managerial Personnel
Pursuant to the provisions of section 203 of the Companies Act, 2013 read with the
rules made there under, the following are the key managerial personnel of the company:
Mr. Hemant Gupta, Chief Financial Officer
Mrs. Pravita Khandelwal, Company Secretary Directors Retiring by Rotation
Pursuant to the provisions of Section 152 of the Act, Mr. Madan Lai Khandelwal (DIN:
00414717), Chairman of the Company, Who retired and being eligible, were re-appointed with
the approval of Members.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion & Analysis Report Pursuant to Regulation 34 of SEBI (Listing
Obligation and Disclosure Requirements) Regulation 2015, is annexed herewith as Annexure
IV to this Report.
Number of Board Meetings held during the Financial Year
Minimum four Board meetings are held annually. Additional Board Meeting are convened by
giving appropriate notice to address the company's specific needs. In case of business
exigencies or urgency of matters, Resolutions are passed by circulation.
During the Financial Year 2022-23, 04 (Four) Board Meetings were convened and held. The
Board met six times during the year 2022-23 viz.
1. Meeh'ng no. 01 /2022-23 held on May 24,2022
2. Meeting no. 02/2022-23 held on July 30, 2022
3. Meeting no. 03/2022-23 held on November 9, 2022
4. Meeting no. 04/2022-23 held on February 02, 2023
The intervening gap between the Board Meetings was with in the period prescribed under
the Act and SEBI LODR Regulations.
Extra ordinary general Meeti'ng/Annual General Meeting
The extra ordinary general meeting held on 01.03.2023 for sub division of equity shares
and annual general meeting held on 29.08.2023 for annual accounts approval.
LISTING OF SHARES AND DEMATERIALIZATION
The Company's shares are listed and traded at Bombay Stock Exchange (BSE) and its scrip
code is 538868 and ISIN No. INE183Q01020.
Performance Evaluation of the Board
The Evaluation/assessment of Directors(Board as a whole)), KMPs , and Independent
Directors, Senior Officials,Committees of the company is conducted on an Annual basis to
satisfy the requirements of the companies Act 2013 and SEBI (LODR) LISTING OBLIGATION AND
DISCLOSURE REQUIREMENTS, Regulation, 2015 Evaluations Parameters:
Assess & Robust implement policies and structures, procedures.
Development of suitable strategies and business plans at appropriate time and
its effectiveness.
Communication of expectations & concerns clearly with subordinates.
Exercise of objective independent judgment in the best interest of the company.
Over sight off financial reporting process, including internal controls.
Discharge of functions and duties as per the terms of reference.
Review management's succession plan & effective meetings.
Clearly defining roles & monitoring activities of committees.
Review of corporations and ethical conduct.
Obtain adequate, relevant &Timely information from external sources.
COMMITTEES OF THE BOARD
The Boards of Directors of the Company has constituted various Committees in
Compliances with the Provision of the Companies and SEBI listing Regulations, such as
Audit Committee, Nomination and Remuneration Committee,Share holder Relationship
Committee.
All Decision pertaining to the constitution of the Committees, appointment of members
and fixing of the terms of reference/role of the committees are taken by the Board of
Directors.
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 recommendation
made by the Audit Committee were accepted by the Board.
^
During the financial year 2022-23, 04 (Four) Committee meeting were held-.
Meeting no. 01/2022-23 held on May 24,2022
Meeting no. 02/2022-23 held on July 30, 2022
Meeting no. 03/2022-23 held on November 09,2022
Meeting no.04/2022-23 held on February 02,2023
NOMINATION AND REMUNERATION COMMITTEE
The Board on the recommendation of the Nomination and remuneration Committee has
adopted a policy for Selection, appointment and remuneration of Directors, key Managerial
personnel. Nomination and remuneration Committee Meeting held during the year on 30 July
2022,
STAKE HOLDER RELATIONSHIP COMMITTEE
Stake holders Relationship Committee comprises of three Directors namely Mr.Suresh
Kumar Gupta (Chairman of the Committee), Mr. Vishnu Dusad and Ruchi Gupta. The Committee
administers transfer and transmission of shares, Issue of duplicate certificates, change
of status of members, change of name, transposition, sub-division of share certificates,
consolidation of shares, dematerialization/ of shares and resolves the grievances of
various security holders of the Company. Committee meets time to time as per its
requirements. The Committee facilitates prompt and effective redressal of stake
holder/investors complaints.
"Number of complaints received-NIL
"Number of complaints solved to the satisfaction of share holders-NIL "Number
of pending share transfers-NIL"
As at 31st March, 2023. No shares were pending for transfer.
RISK MANAGEMENT FRAME WORK
Company has implemented an integrated risk management approach through which it reviews
and assesses significant risk on a regular basis to ensure that there is a robust system
of risk controls and mitigation. Management periodically review the risk management. The
management however, of the view that no risk element is identified which in opinion of the
board may threaten the existence of the company.
Company considers that risk is an integral part of its business and therefore, it takes
proper steps to manage all risks in a proactive and efficient manner. The Board has formed
a Risk Management Committee to identify the risks impacting the business, formulate
strategies
/policies aimed at risk mitigation as part of risk management. The Risk Management
Committee of the Company monitors and reviews the risk management plan of the Company, in
accordance with the Risk Management Policy of the Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In Accordance of Sectionl77 of the Companies act, 2013 the Company has constituted a
Whistle Blower policy/ Vigil Mechanism to establish a vigil mechanism for the Directors
and employees to report genuine concerns in such manner as may be prescribed and to report
to the management instances of unethical behavior, actual or suspected fraud or violation
of company's code of conduct.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT,2013
The company has zero tolerance for sexual harassment at work places and has in place a
policy on prevention, prohibition and redressal of sexual harassment at work place in the
line of provisions of Sexual Harassment of women at work place (Prevention, prohibition
and redressal) Act 2013 and the rules framed there under.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23.
Number of complaints received - NIL Number of complaints disposed OFF-NIL
RELATED PARTY TRANSACTIONS
Related Party Transactions entered in to during the Financial Year were on arm's length
and in the 'ordinary course of business. There were no materially significant related
party transactions made by the Company with the persons /related party(s) as defined under
Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the
interest of the Company at large. All Related Party Transactions were placed before the
Audit Committee and the Board for approval. None of the Directors has any pecuniary
relationship or transactions with the Company. The particulars of contracts or
arrangements with related parties as required under Sectionl34 (3) (h) in prescribed Form
AOC-2 are annexed here with as'Annexure III' to the Board's Report
AUDITORS:
STATUTORY AUDITORS
M/S R.P. Khandelwal & Associates, Chartered Accountants (Firm Registration No.
001795C) were Appointed Statutory Auditors of the company at 32nd Annual General Meeting
for a period of five years i.e. till the conclusion of the 37th Annual General Meeting of
the company. The Members are requested to note that the MCA vide notification dated May 7,
2018, inter- alia, notified an amendment to Sectionl39 (1) of the Act where by the
requirement of placing appointment of the statutory auditors for ratification by the
Members of the Company at every AGM has been omitted.The Remuneration of the said Auditors
is proposed to be fixed by The Board on there Recommendation of Audit Committee. The said
Auditor will be paid out of pocket expenses in connection with the audit.
The Statutory Auditors have not made any adverse comments or given any qualification,
reservation or adverse remarks or disclaimer in their Audit Report on the Financial
Statements for Financial Year 2022-
23 and the Report is self-explanatory. Further, the Statutory Auditors have not
reported any fraud in terms of Sectionl43 (12) of the Act.
INTERNAL AUDIT & INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Audit Committee and Board of Directors have approved Internal Control frame work
for the internal financial control to be followed by the Company and such policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of its
business, including adherence to Company's policies, safe guarding of its assets
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information and disclosures.
The Audit Committee periodically reviews and evaluates the effectiveness of internal
financial control system. Pursuant to section 138 of company Act, 2013 read with companies
(Audit and Auditors) Rules, 2014, every listed company is required to appoint an internal
Auditor or a firm of internal Auditors to carry out internal Audit of the company.
M/S Ajay Khandelwal & Associates were appointed internal Auditors of the Company
for the year ended 31st March, 2023 under the provisions of Companies Act, 2013.
The Board has re-appointed M/S Ajay Khandelwal & Associates,Chartered Accountants,
Jaipur (Firm Reg.No.012738C) as the internal Auditor of the company for the financial year
2023-24.
The internal Audit Report is received yearly by the company and the same is reviewed
and taken on record by the Audit Committee and Board of Directors.The Yearly Internal
Audit Report as received for the financial year 2022-23 is free from any Qualification.
? SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the companies Act 2013, and the Rule 9 of the
companies (Appointment and remuneration of managerial personnel) Rules, 2014, Every listed
company is required to appoint a Secretarial Auditor to carry out Secretarial Audit of the
company. In consonance with the requirements of aforementioned M/S Mahendra Khandelwal
& Company, Company Secretaries in Practices, Jaipur (Registration No. S2001RJ047800)
were appointed as Secretarial auditors of the company for the financial year 31st
March2023.
Secretarial Audit Report as issued by M/S Mahendra Khandelwal & Company Companies
secretaries in practices,in respect of the secretarial audit of the company in form MR-3
for the financial year ended on 31st March 2023, is given in Annexurell to this Report.
The Board has re- appointed M/S Mahendra khandelwal & Company, Companies
secretaries, Jaipur (Firm Reg.No.S2001RJ047800) as the Secretarial Auditor of the company
for the financial year 2023-24.
The Secretarial Audit report as attached annexure II.
MATERIAL CHANGES / EVENTS AND COMMITMENTS, IF ANY
There were no material changes and commitments in the company.
There has been no change in the nature of business of your Company. No significant or
material orders have been passed by the Regulators or Courts or Tribunals impacting the
going concern status of the Company and/or the Company's operations in future.
INDEPENDENT DIRECTORS MEETING
During the year under reference one meeting of Independent directors was held on 02
February 2023 in compliance with the requirement of Schedule IV of the Companies Act,
2013. At the said meeting performance of non-independent Directors, Board as a whole and
Chairman of the Company was reviewed.
The Institute of corporate affairs serve data bank for independent director in
accordance with the provision of section 150 of the companies act 2013.
HUMAN RESOURCE DEVELOPMENT
Company values its Human Resources the most.To keep the ir morale high, Company extends
several welfare benefits to the employees and their families by way of comprehensive
medical care, education, housing and social security.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANY'S SECURITIES
Your Company has formulated Code of Conduct for Prevention of Insider Trading in
Company's Securities ("Code") in accordance with SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended. The objective of this Code is to protect the
interest of Share holders at large,to prevent mis use of any price sensitive information
and to preventany insider trading activity by way of dealing in securities of the Company
by its Designated Persons. Mrs. Pravita Khandelwal, Company Secretary and Compliance
Officer of the Company is authorized to act as Compliance Officer under the Code.
PARTICULARS OF HOLDING /SUBSIDIARY /ASSOCIATE COMPANIES
There is no subsidiary/ associate of the company.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of companies Act 2013, (section 135) relating to Corporate social
responsibility does not apply to the company.
NOTICES RECEIVED/ PENALTY IMPOSED
NIL
FAILURE TO IMPLEMENT ANY CORPORATE ACTION
NIL
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUT GO
J
CONSERVATION OF ENERGY-
the steps taken or impact on conservation of energy; The operations of Company
are not energy intensive.
the steps taken by the company for utilizing alternate sources of energy;
The Company is exploring alternative source of energy, as and when the necessity
arises.
the capital investment on energy conservation equipment: NIL
TECHNOLOGY ABSORPTION-
(I) The efforts made towards technology absorption.
The minimum technology required for the business has been absorbed.
The benefits derived like product improvement, cost reduction, product
development or import substitution:NIL
? In case of imported technology; Not applicable
The expenditure incurred on Research and Development: NIL ? FOREIGN EXCHANGE
EARNINGS AND OUT GO-
The Foreign Exchange earned in terms of actual in flows during the year and the Foreign
Exchange out go during the year in terms of actual outflows.:NIL
EXTRACTS OF ANNUAL RETURN
Pursuant to section 134(3) and section 92(3) of the Companies Act,2013 (here in after
referred as "Act") read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended, an extract of Annual Return as on 31st March,2023
in form MGT-9 has been prepared and enclosed as Annexure-I which form part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 (11) of the Companies Act, 2013, loans made, guarantees given
or securities provided or acquisition of securities by a Non-Banking Finance company in
the ordinary course of its business are exempted from disclosure in the Board's Report.
OUTLOOK ON NBFCs
India has been witnessing good growth in consumer leading in recent years and NBFC'S
have been growing this business much better than banks.NBFC'S are here to stay and play an
important role in economic growth and financial inclusion. As India's economy grows, the
requirement for credit will rise more than proportionately. We need both banks and NBFCs
to step up to the challenge and power the economy with free-flowing credit lines.
RBI GUIDELINES
During the year, there were no frauds have been reported by the Company.The Company has
continued to follow all applicable guidelines issued by the Reserve bank of India for
NBFCs regarding Capital Adequacy, Asset Classification, and provisioning and income
recognition on non-performing asset as applicable to category of NBFCs not accepting
Public Deposits.
DEPOSITS
The Company has not accepted any deposits with in the meaning of the Companies
(Acceptance of Deposits) Rules ,2014 or Chapter v of the Companies Act,2013 and guidelines
and directions of NonBanking Financial Companies (Acceptance of Public Deposits) (Reserve
Bank) Directions, 2016 as prescribed by RBI in this regard and as such no details are
required to be furnished.
DEPOSITS FROM DIRECTORS
During the financial year 2022-23, Company has not borrowed any amount from its
Directors.
SHARE CAPITAL:
The Company has 21253000 Equity Shares of Rs. 2/- each amounting to Rs. 42,50,6000
during the year under review, The Company has done sub-division of equity shares at
2/-each from 10/- each equity shares. The Company has only one class of Equity Share
having a par value of Rs.2/-.Each holder of share is entitled to one vote per share with
same rights. During the Year 2022-23, the Company has not made any Sweat Equity Shares and
Employee Stock Option.
DISCLOSURE ON SECRETARIAL STANDARDS BY DIRECTORS:
The company complies with all applicable Standards. The Directors have devised proper
systems to ensure compliance with the provisions of all applicable Secretarial Standards
and that such systems are adequate and operating effectively.
Disclosures of Directors and Key Managerial Personnel on Remuneration
S.No |
Name of Director/ KM Panditsd esignation |
Remuneration (or Sitting Fees) to the Director/KMP for the Financial
Year 2022-23 |
Percentage Increse/ Decrease in remuneration in the Financial Year
2021-22 |
Ratio of Remuneration of each director to the Median Remuneration of
Employees |
1. |
Mr. M.L. Khandelwal (Chairman) |
8,250.00 |
0.00 |
0.009 |
2. |
Mr. Rajesh Khuteta |
9,00,000.00 |
0.00 |
3.00 |
3. |
Mr. Vishnu Dusad (Independent Director) |
8,250.00 |
0.00 |
0.009 |
4. |
Mr. Suresh Kumar Gupta (Independent Director) |
8,250.00 |
0.00 |
0.009 |
5. |
Mrs. Ruchi Gupta (Independent Director) |
8,250.00 |
0.00 |
0.009 |
6. |
Mrs. Pravita Khandelwal (Company Secretary) |
3,60,000.00 |
17.65 |
1.20 |
7. |
Mr.Hemant Gupta (C.F. O) |
2,40,000.00 |
2.50 |
0.80 |
REMUNERATION OF NON-EXECUTIVE / EXECUTIVE DIRECTORS
Details pertaining to remuneration as required under Sectionl97 (12) of the companies
act, 2013 read with Rule5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) 2014:
Only sitting fee is paid to Independent and non-executive Directors.
I.The number of employees on the roll of the company are two.
ii. The Median Remuneration of Employees (MRE) of the Company is Rupees 3,00,000.00
year is increased by 9.89%
There is no variable component in remuneration of Directors of the Company.
The ratio of the remuneration of the highest paid director to that of the
employees who are not Directors but receive remuneration in excess of the highest paid
director during the year -None.
It is here by affirmed that the remuneration paid is as per the remuneration
policy of the company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Sectionl34 (5) of the Companies Act, 2013, your Directors
state that:
That in preparation of the annual accounts for The financial year ended 31st
March, 2023, the applicable accounting standards have been followed along with proper
explanation and there are no material departures from the same;
That they have selected such accounting policies and applied them consistently
and made judgments 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 31st
march,2023 and of the profit or loss of the Company for that period.
That they have taken proper and sufficient care for the maintenance of proper
accounting records in accordance with the provisions of the companies Act, 2013 and rules
made there under for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
That they have prepared the annual accounts for the financial year ended 31st
March, 2023 on a going concern basis. 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.
The directors had devised proper and systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
As per to SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015
Company is not in preview of Corporate governance regulation. Hence Corporate Governance
Report is not Enclosed with Directors Report
39. ACKNOWLEDGMENT
The Board would like to place on record its sincere appreciation to all the employees
for their continued efforts towards the growth of the company. The Board also wishes to
place on record the support extended by its Bankers and the trust reposed in it by its
share holders.
Regd. Office: |
For and on behalf of the Board of Directors |
301, Metro plaza Gopal Bari, |
CONTINENTAL SECURITIES LIMITED |
Jaipur-302001 |
|
Date:-28.08.2023 |
|
|
Place:-Jaipur |
Sd/- |
Sd/- |
|
Rajesh Khuteta |
Madan Lal Khandelwal |
|
Managing Director |
Director |
|
DINNO. 00167672 |
DIN:- 00414717 |
|