Continental Securities Ltd Directors Report.

To

The Shareholders,

Continental Securities Limited ("Company")

We are glad to take this opportunity to present the Twenty Ninth Annual Report on the business and operations of the Continental Securities Limited (hereinafter referred as "we" or "Company) together with the Audited Financial Statements for the Financial Year ended March 31, 2019.

1. FINANCIAL PERFORMANCE:

The financial performance of the company for Financial Year2018-19 is summarized here below:

(Rs. In Lacs.)
Particulars Year Ended 31st March,2019 Year Ended 31stMarch,2018
Income 41.26 42.88
Total Expenditure 31.02 34.56
Profit before Interest, Dep. And tax 10.24 8.32
Interest 0.00 0.02
Depreciation 1.40 1.91
Taxation 2.39 3.95
Net profit 6.45 2.44
Profit (Loss) brought forward 17.80 17.95
Net Profit (Loss) carried forward 20.42 17.80

2. REVIEW OF OPERATIONS

Your Company is registered as a Non-Banking Finance company to carry out Financial Activities in India. In order to build a high-quality loan book , company is continuouslyworking tremendously.During the year under review the Company has registered a gross income of Rs. 41.26 Lacs as compared to the income of Rs. 42.88Lacs in the previous year. The net profit of the company was Rs. 6.45 lacsas against net profit of Rs. 2.44 lacs in the previous year.

3. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

4. DIVIDEND

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 aspects of the Company. Accordingly, no dividend has been recommended for the financial year ended March 31, 2019.

5. RESERVES

A sum of Rs. 1.99 Lacshas been transferred by company to Reserve out of which Rs. 1.25 Lacs has been transferred to Reserve Fund as per guidelines prescribed by Reserve Bank of India. Also a provision of rs. 74260 @ 0.25 % on the standard assets of the Company was made during the year.

6. 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.

7. 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.

8. RISK MANAGEMENT

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

Senior 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. Further, a core team comprising of senior management has also been formed to identify and assess key risks, risk appetite, tolerance levels and formulate strategies for mitigation of risks identified in consultation with process owners.

The Risk Management Committee of the Company monitors and reviews the risk management plan of the Company, inaccordance with the Risk Management Policy of the Company.

9. RBI GUIDELINES

During the year, there were nofrauds 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.

10. DEPOSITS

The Company has not accepted any deposits within the meaning of the Companies (Acceptance of Deposits)Rules ,2014 or Chapter v of the Companies Act,2013 and guidelines and directions of Non-Banking 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..

11. DEPOSITS FROM DIRECTORS

During the financial year 2018-19, Company has not borrowed any amount from its Directors.

12. SHARE CAPITAL:

The Company has 32,50,600 Equity Shares of Rs. 10/- each amounting to Rs. 32,50,6000 during the year under review; the Company has not issued any shares or any convertible instruments. The Company has only one class of Equity Share having a par value of Rs. 10/-. Each holder of share is entitled to one vote per share with same rights. During the Year 2018-19, the Company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and Employee Stock Option.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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.

14. SIGNIFICANT AND MATERIAL ORDERS

No significant or material order has been passed by the Regulators/Courts or Tribunals which can impact the going concern status and Companys operation in future.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except Appointment of KMP, there were no material changes occurred subsequent to the close of financial year of the company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

16. Directors/Key Managerial Personnel Appointment / Reappointment / cessation

A.) Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. MadanLalKhandelwal, (DIN: 00414717), Chairman of the Company, who retires by rotation and being eligible , offers himself for re-appointment .

B.) Pursuant to the provisions of section 149 and 152 read with schedule (IV ) , of the companies Act, 2013, Mr. Suresh Kumar Gupta (DIN: 00217474) who was appointed as an Independent Director and holds office up to the date of 3rd December 2018, and being eligible for re-appointment to hold office with effect from 04 December 2018 for a term of 5 (Five ) consecutive Years.

C.) Pursuant to the provisions of section 149 and 152 read with schedule (IV) , of the companies Act , 2013 , Mr. Vishnu Dusad (DIN: 03041606) who was appointed as an Independent Director and holds office up to the date of 28th March 2019, and being eligible for re-appointment to hold office with effect from 29th March 2019 for a term of 5 (Five ) consecutive Years.

D.) Pursuant to the provisions of section 149 and 152 read with schedule (IV) , of the companies Act , 2013 , Mrs. Ruchi Gupta (DIN: 06827155) who was appointed as an Independent Director and holds office up to the date of 28th March 2019, and being eligible for re-appointment to hold office with effect from 29th March 2019 for a term of 5 (Five ) consecutive Years.

Key Managerial Personnel:

There was no change in the Key Managerial Personnel during the year 2018-19 under review.

Pursuant to the provisions of section 203 of the Companies Act, 2013 read with the rules made thereunder, the following are the key managerial personnel of the company:

1. Mr. Rajesh Khuteta, Managing Director

2. Mr. Hemant Gupta , Chief Financial Officer

3. Mr. Jagdish Chandra Kedawat , Company Secretary.

Moreover, Mr. Jagdish Chandra Kedawathas resigned from the post of Company Secretary and compliance officer w.e.f15/04/2019 due to personal reasons , consequently, Ms. Pravita Khandelwal was appointed as the Company Secretary and compliance officer of the Company w.e.f. 12/07/2019.

17. INDEPENDENT DIRECTORS MEETING

During the year under reference one meeting of Independent directors was held on 09th February 2019 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.

18. FORMAL ANNUAL EVALUATION

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:

1. Assess & Robust implement policies and structures, procedures.

2. Development of suitable strategies and business plans at appropriate time and its effectiveness.

3. Communication of expectations & concerns clearly with subordinates.

4. Exercise of objective independent judgment in the best interest of the company.

5. Oversight of financial reporting process, including internal controls.

6. Discharge of functions and duties as per the terms of reference.

7. Review managements succession plan & effective meetings.

8. Clearly defining roles & monitoring activities of committees.

9. Review of corporations and ethical conduct.

10. Obtain adequate, relevant & Timely information from external sources.

19. BOARD MEETINGS

Minimum four pre-scheduled Board meetings are held annually. Additional Board meetings 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 thefinancial year2018-19, 07 (Seven) meetings of the Board of Directors were held. The Board met Seven times during the year 2018-19 viz.

• Meeting no. 01/2018-19 held on April 09, 2018;

• Meeting no. 02/2018-19held on April 28, 2018;

• Meeting no. 03/2018-19held on May 28, 2018;

• Meeting no. 04/2018-19held on August 08, 2018;

• Meeting no. 05/2018-19held on August 30,2018;

• Meeting no. 06/2018-19held on November 14, 2018;

• Meeting no. 07/2018-19held on February 09, 2019;

(All Directors were present in all Board meetings.)

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial standards on meetings of board of directors issued by ICSI.

20. 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 andredressal ),Act,2013and the rules framed there under .

The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19

Number of complaints received - NIL

Number of complaints disposed OFF - NIL

21. CORPORATE SOCIAL RESPONSIBILITY

Provisions of companies Act 2013, (section 135)relating to Corporate social responsibility does not apply to the company.

22. RELATED PARTY TRANSACTIONS:

All the related party transactions are placed before the Audit Committee for approval. All the related party transactions that were entered during the financial year are done on arms length basis.

Particulars of contracts or arrangements with therelated parties as referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No.AOC -2 and the same forms part of this report as Annexure III. All theRelated Party Transactions as required underAS-18 are reported in the Notes to the financialstatement.

23. EXTRACTS OF ANNUAL RETURN:

Pursuant to section 134(3) and section92(3) of the Companies Act,2013(hereinafter 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 ,2019 in form MGT-9 has been prepared and enclosed as Annexure -Iwhich form part of this report.

24. AUDITORS & AUDIT REPORT:-

STATUTORY AUDITORS

M/S Gopal Sharma &Company , were Appointed Statutory Auditors of the company at 28th Annual General Meeting for a period of five years i.e. till the conclusion of the 33th Annual General Meeting of the company.

The Remuneration of the said Auditors is proposed to be fixed by The Board on the recommendation of Audit Committee. The said Auditor will be paid out of pocket expenses in connection with the audit.(As per the provisions of section 40 of the companies (Amendment ) Act , 2017 notified with effect from 7th May 2018 , there is no requirement for ratification of appointment of statutory Auditors at every Annual General Meeting of the company and therefore , the board has not proposed the ratification of appointment of the said auditor at the ensuing AGM. )

The notes on Financial Statement referred to the Auditors Report as well explanatory and do not call for further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or Disclaimer.

INTERNAL AUDITORS

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, 2019 under the provisions of Companies Act,2013 .The Company proposes to continue their services for the year 2019-20.

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 2019-20.

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 2018-19 is free from any Qualification .

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the companies Act2013, read with Companies (Appointment and remuneration of managerial personnel) Rules, 2014, Every listed company is required to appointment a Secretarial Auditor to carry out Secretarial Audit of the company.

In consonance with the requirements of aforementioned M/S MKGP & ASSOCIATES, Company Secretaries in Practices, Jaipur (Registration No.P2016RJ058200) were appointed as Secretarial auditors of the company for the Financial year 2019-20.

Secretarial Audit Report as issued by M/S MKGP & ASSOCIATES, 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 2019 , is given in Annexure II to this Report.

The Board has re-appointed M/S MKGP & ASSOCIATES, Companies secretaries,Jaipur (Firm Reg. No. P2016RJ058200)as the Secretarial Auditor of the company for the financial year 2019-20.

The Secretarial Audit report submitted by them is annexed. The report does not contain any qualification.

25. VIGIL MECHANISM

In Accordance of Section 177 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.

26. SUBSIDARIES/ ASSOCIATED COMPANIES

There is no subsidiary/associate of the company.

27. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

NIL

28. NOTICES RECEIVED/PENALTY IMPOSED

NIL

29. HUMAN RESOURCES:-

Company values its Human Resources the most. To keep their morale high, Company extends several welfarebenefits to the employees and their families by way of comprehensive medical care, education, housing and social security.

30. BOARDS COMMITTEES:-

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 Remuneration and Compensation Committee, Shareholder Grievance 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 MrsRuchi Gupta During the year, all the recommendation made by the Audit Committee were accepted by the Board.

During the financial year 2018-19, 04 (Four) Committee meeting were held .

• Meeting no. 01/2018-19 held on May 28, 2018;

• Meeting no. 02/2018-19 held on August 08, 2018;

• Meeting no. 03/2018-19 held on November 14, 2018;

• Meeting no. 04/2018-19held on February 09, 2019.

(All members were present in all Audit committee meetings)

NOMINATION AND REMUNERATION COMMITTEE

The Board on the recommendation of the Nomination remuneration and compensation Committee has adopted a policy for Selection, appointment and remuneration of Directors, key Managerial personnel and Senior Management. Committee Meeting heldduring the year on August ,08 , 2018.

SHARE TRANSFER COMMITTEE

The Share transfer Committee meeting comprises Independent Director namely Shri Suresh Kumar Gupta (Chairman) Shri Vishnu Dusad and MrsRuchi Gupta.During the year, all the recommendation made by the Audit Committee were accepted by the Board.

During the financial year2018-19, 07 (Seven) Committee meeting were held .

• Meeting no. 01/2018-19 held on July 13, 2018;

• Meeting no. 02/2018-19 held on July 20, 2018;

• Meeting no. 03/2018-19 held on September 17, 2018;

• Meeting no. 04/2018-19held on September 27, 2018;

• Meeting no. 05/2018-19held on October 13,2018;

• Meeting no. 06/2018-19held on December 01, 2018;

• Meeting no. 07/2018-19held on March 12, 2019.

31. 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.

32. PREVENTION OF INSIDER TRADING

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

33. Disclosures on Remuneration of Directors and Key Managerial Personnel

S.No Name of Director/KMP and its designation Remuneration (or Sitting Fees)to the Director/KMP for the Financial Year 2018-19 Percentage Increase/Decrea se in remuneration in the Financial Year 2018-19 Ratio of Remuneration of each director to the Median Remuneration of Employees
1. Mr. M.L. Khandelwal (Chairman) 8250.00 0.00 0.09
2. Mr. Rajesh Khuteta 900000 9.61 10.60
3. Mr. Vishnu Dusad (Independent Director) 8250.00 0.00
4. Mr. Suresh Kumar Gupta (Independent Director) 8250.00 0.00 0.09
5. Mrs. Ruchi Gupta (Independent Director) 8250.00 0.00
6. Mr. J.C. Kedawat (Company Secretary) (Resigned:- 15.04.2019) 240000.00 0.00 2.82
7. Mr. Hemant Gupta (C.F.O) 234000.00 2.63 2.75

Moreover Mr. Jagdish Chandra Kedawat has resigned the post of company secretary on 15.04.2019 due to personal reasons, Consequently Ms. PravitaKhandelwal was appointed as the company secretary of the company w.e.f 12.07.2019 on the remuneration of 2,52,000/- per annuam.

REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS

Details pertaining to remuneration as required under Section 197(12) of the companies act, 2013read with Rule 5 (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 Rs.84900.00 .The MRE for the year is decreased by 12.58 %compared to previous year.

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

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

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

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013,your Directors state that :

1. That in preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation and there are no material departures from the same;

2. 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 ,2019 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 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.

4. That they have prepared the annual accounts for the financial year ended 31st March, 2019 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.

5. 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.

35. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

(A) CONSERVATION OF ENERGY-

(i) the steps taken or impact on conservation of energy;

• The operations of Company are not energy intensive.

(ii) 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.

(iii) the capital investment on energy conservation equipment;

NIL

(B) TECHNOLOGY ABSORPTION-

(i) The efforts made towards technology absorption;

• The minimum technologyrequired for the business has been absorbed.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

• NIL

(iii) In case of imported technology;

• Not applicable

(iv) The expenditure incurred on Research and Development

• NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO -

• The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.;

NIL

36. CORPORATE GOVERNANCE

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

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 shareholders.

Regd. Office:
301,Metro Plaza
Gopalbari, Jaipur 302001 For and on behalf of the Board of Directors
DATE: 13.08.2019 CONTINENTAL SECURITIES LIMITED
Sd/-Sd/-
Rajesh KhutetaMadanLalKhandelwal
Managing Director Chairman
DIN NO. 00167672 DIN:- 00414717