continental securities ltd Directors report

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 companys 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. Meehng 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 Meeting/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 Companys 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 managements 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 companys 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 arms 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 asAnnexure III to the Boards 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 Companys 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 Companys 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 COMPANYS SECURITIES

Your Company has formulated Code of Conduct for Prevention of Insider Trading in Companys 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 Boards Report.

• OUTLOOK ON NBFCs

India has been witnessing good growth in consumer leading in recent years and NBFCS have been growing this business much better than banks.NBFCS are here to stay and play an important role in economic growth and financial inclusion. As Indias 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