Continental Securities Ltd Directors Report.

To

The Shareholders,

Continental Securities Limited ("Company")

Your Directors are pleased to present the Thirtieth Annual Report on the operational and business performance of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2020.

1. FINANCIAL PERFORMANCE:

The financial performance of the company for Financial Year 2019-20 is summarized here below:

(Rs. In Lacs.)

Particulars Year Ended 31st March,2020 Year Ended 31stMarch,2019
Income 58.53 41.26
Total Expenditure 26.61 31.02
Profit Before Interest , Depreciation and Tax 31.92 10.24
Interest 0.00 0.00
Depreciation 1.26 1.40
Taxation 7.41 2.39
Net Profit 23.25 6.45
Profit(Loss) Brought Forward 20.42 17.80
Net Profit(loss) carried forward 39.99 20.42

2. COVID-19- A GLOBAL "PANDEMIC"

The World Health Organization (WHO) on March 11, 2020 declared the outbreak of Coronavirus (COVID-19) as a global "pandemic". The declaration from WHO came at a time when COVID-19 cases rapidly increased across the world. The spread of virus has triggered panic across the world and financial markets. Like some of the other countries in the World, the virus impact led the Honble Prime Minister of India, Shri Narendra Modi to announce a lockdown across the country from March 25, 2020 to restrict it from spreading further and to break the cycle of infection. As a result, the Countrys economic activities came to a standstill. The following measures were taken by the Company to mitigate the risk of COVID-19 to its business operations:

1. The Company invoked its Business Continuity Plan and Risk Management Framework quite early to minimize the impact on its employees and ensured that the Company remains operational and that recovery time objectives are met.

2. The Company proactively framed and implemented work from home policy to ensure that employees stay safe and business remains operational.

3. The Company ensured that its office are properly sanitized and clean.

4. All the guidelines issued by the Central and State Government authorities from time to time are being strictly adhered to.

5. Pursuant to Notification no. RBI/2019-20/186 DOR. No.BP.BC.47/21.04.048/2019-20 dated March 27, 2020 issued by the Reserve Bank of India (RBI) in respect of COVID-19 - Regulatory Package, the Company has framed and implemented a Policy on Deferment of PEMI/EMI (COVID-19) which gave Companys borrowers an option to defer their EMIs for three months and further extended till 31.08.2020.

3. 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, 2020. 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.

4. 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

5. RESERVES

A sum of Rs. 5.52 lacs has been transferred by company to Reserve out of which Rs. Rs 4.67 Lacs has been transferred to Reserve Fund as per guidelines prescribed by Reserve bank of India . Also a provision of Rs. 84737 @ 0.25 on the standard assets of the Company was made during the year.

6. 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

Name of the Director Designation DIN
Mr. Madan lal 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 Section 149(6) of the Act and Regulation 16(1) (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 in terms of Section 164 of the Act and are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

7. Directors/ Key Managerial Personnel Appointment/ Reappointment/ Cessation

There was no appointment, Resignation and change in the Directors of the company during the year 2019-20 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:

1. Mr. Hemant Gupta , Chief Financial Officer

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

Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Act, Mr. MadanLalKhandelwal (DIN : 00414717) , Chairman of the Company, Who retired and being eligible, were re-appointed with the approval of Members.

8. 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.

9. 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 2019-20, 07 (Seven) Board Meetings were convened and held. The Board met seven times during the year 2019-20 viz.

1. Meeting no. 01/2019-20 held on April 15, 2019;

2. Meeting no. 02/2019-20 held on May 30, 2019;

3. Meeting no. 03/2019-20 held on July 12, 2019;

4. Meeting no. 04/2019-20 held on August 13, 2019;

5. Meeting no. 05/2019-20 held on November 06, 2019;

6. Meeting no. 06/2019-20 held on February 13, 2020;

7. Meeting no. 07/2019-20 held on March 02, 2020.

(All Directors were present in all Board meetings)

The intervening gap between the Board Meetings was within the period prescribed under the Act and SEBI LODR Regulations.

10. 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

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.

11. 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, Shareholder 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.

(A) 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 2019-20, 04 (Four) Committee meeting were held- .

Meeting no. 01/2019-20held on May 30, 2019;

Meeting no. 02/2019-20 held on August 13, 2019;

Meeting no. 03/2019-20 held on November 06, 2019;

Meeting no. 04/2019-20 held on February 13, 2020.

(All members were present in all Audit committee meetings)

(B) 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 July 12, 2019.

(C) STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholders 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, Company. Committee meets time to time as per its requirements. The Committee facilitates prompt and effective redressal of stakeholder/investors complaints.

" Number of complaints received - NIL

" Number of complaints solved to the satisfaction of shareholders - NIL " Number of pending share transfers - NIL " As at 31st March, 2020 no shares were pending for transfer.

12. RISK MANAGEMENT FRAMEWORK

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. 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.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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.

14. 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,2013and the rules framed there under .

The following is a summary of sexual harassment complaints received and disposed off during the year 2019-20

15. RELATED PARTY TRANSACTIONS

Related Party Transactions entered into 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 Section 134(3)(h) in prescribed Form AOC - 2 are annexed herewith as Annexure III to the Boards Report

16. AUDITORS:

(A) STATUTORY AUDITORS

M/S Gopal Sharma &Company, Chartered Accountants (Firm Registration No. 002803C 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 Members are requested to note that the MCA vide notification dated May 7, 2018, inter-alia, notified an amendment to Section 139(1) of the Act whereby 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 the 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 2019-20 and the Report is self-explanatory. Further, the Statutory Auditors have not reported any fraud in terms of Section 143(12) of the Act.

(B) INTERNAL AUDIT & INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Audit Committee and Board of Directors have approved Internal Control framework 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, safeguarding 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

M/S Ajay Khandelwal & Associates were appointed internal Auditors of the Company for the year ended 31st March, 2020 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 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 2019-20 is free from any Qualification.

(C) 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 isrequired 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 2020,, 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.

17. MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY

There were no material changes and commitments except the appointment of KMPs and COVID- 19 out break, affecting the financial position of your Company which had occurred between the end of the Financial Year i.e. March 31, 2020.

In the wake of COVID-19 outbreak, Government of India decided lockdown across the country from March 25, 2020 and shut down all the non-essential business activities to contain the spread of COVID-19 in the Country.

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

18. INDEPENDENT DIRECTORS MEETING

During the year under reference one meeting of Independent directors was held on 13th February 2020 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.

19. HUMAN RESOURCE DEVELOPMENT

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

20. 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 Shareholders at large, to prevent misuse of any price sensitive information and to prevent any 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.

21.PARTICULARS OF HOLDING/SUBSIDIARY/ ASSOCIATE COMPANIES

There is no subsidiary/associate of the company.

22.CORPORATE SOCIAL RESPONSIBILITY

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

23. NOTICES RECEIVED/PENALTY IMPOSED

NIL

24. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

NIL

25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS 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 technology required 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

26. EXTRACTS OF ANNUAL RETURN

Pursuant to section 134(3) and section 92(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 ,2020 in form MGT- 9 has been prepared and enclosed as Annexure -I which form part of this report.

27. 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.

28. 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.

29. 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.

30. 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.

31. DEPOSITS FROM DIRECTORS

During the financial year 2019-20, Company has not borrowed any amount from its Directors.

32. 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 2019-20, the Company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and Employee Stock Option.

33. 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.

34. Disclosures of Directors and Key Managerial Personnel on Remuneration

Name of Director/KMP and its designation Remuneration (or Sitting Fees)to the Director/KMP for the Financial Year 2019-20 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) 8,250.00 0.00 0.06
2. Mr. Rajesh Khuteta 9,00,000.00 0.00 6.73
3. Mr. Vishnu Dusad (Independent Director) 8,250.00 0.00 0.06
4. Mr. Suresh Kumar Gupta (Independent Director) 8,250.00 0.00 0.06
5. Mrs. Ruchi Gupta (Independent Director) 8,250.00 0.00 0.06
6. Mr. J.C. Kedawat (Company Secretary) (Resigned:-15.04.2019) 10,000.00 0.00 0.07
7. Pravita Khandelwal (Company Secretary) (Appointment :- 12.07.2019) 2,00,800.00 0.00 1.50
8. Mr. Hemant Gupta (C.F.O) 2,40,000.00 2.50 1.79

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

35. REMUNERATION OF NON-EXECUTIVE/EXECUTIVE DIRECTORS

Details pertaining to remuneration as required under Section 197(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 Rs.133700.00.The MRE for the year is decreased by57.48% compared to previous year.

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

v.Theratiooftheremunerationofthehighestpaiddirectortothatoftheemployeeswho arenotDirectorsbutreceiveremunerationinexcessofthehighestpaiddirectorduring

vi. Itisherebyaffirmedthattheremunerationpaidisaspertheremunerationpolicyofthe company.

36. DIRECTORSRESPONSIBILITYSTATEMENT

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, 2020,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 year31stmarch,2020and 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, 2020 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.

As per to SEBI (Listing Obligation & Disclosure Requirements) Regulations,2015 Company is not in preview of Corporate governance regulation. Hence Corporate Governance Report is no Enclosed with Directors Report

38. 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.

FORM MGT-9

As on financial year ended on 31.03.2020

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 31.03.2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule12(1) of the Companies (Management and Administration)Rules,2014]

I. REGISTRATION AND OTHER DETAILS :

I CIN L67120RJ1990PLC005371
Ii Registration Date 30thMarch 1990
Iii Name Of The Company Continental Securities Limit ed
Iv Category/Sub-Category of the Company Company limited byshares/IndianNon Government Company
V Address of the Registered office and contact details 301,Metro Plaza, Gopalbari, Parivahanmarg ,Jaipur - 302001 Contact No : 9414077226
Vi Whether listed company Yes/No Yes
Vii Name,Address and Contact Details of Registrar and Transfer Agent , if any M/S Beetal Financial & Computer Services Pvt. Ltd. ,
BEETAL HOUSE , 3 rdFloor, 99, Madangir,
Behind LSC , New Delhi-110062
Ph : 011-29961281-282 , Fax : 011-29961284

II.PRINCIPALBUSINESSACTIVITIESOFTHECOMPANY

Allthebusinessactivitiescontributing10%ormoreofthetotalturnoverofthecompany shall bestated: III.PARTICULARSOFHOLDING,SUBSIDIARYANDASSOCIATECOMPANIES

Name and Description of main products/services

NIC Code

% to total turnover of the company

1. Securities Dealing Activities 67120 100 %

Company has no subsidiary/associate company

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

SHARE HOLDING PATTERN (Equity Share Capital Break up as per cent age of Total Equity)

1.Category-wise ShareHolding

Category of Share Holder

No of Shares held at the begining of the year 1st April 2019

No of Shares held at the End of the year 31st March 2020

Demat Physical Total % Demat Physical Total % %Change during the Year
A. Promoters
(1) Indian
a) Individual/ HUF 1063500 164200

1227700

37.76

1379698 0 1379698 42.44 4.68
b) CentralGovt.
c) State Govt.(s)
d) BodiesCorporate 160400 0 160400 4.93 160400 0 160400 4.93 0.00
e) Banks/FI
f) AnyOther...
Sub-Total (A)(1): 1223900 164200 1388100 42.70 1540098 0 1540098 47.38 4.68
(2) Foreign
a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
b) other- individuals 0 0 0 0 0 0 0 0 0
c)Bodies Corporate 0 0 0 0 0 0 0 0 0
d)Banks /FI 0 0 0 0 0 0 0 0 0
e)Any Other... 0 0 0 0 0 0 0 0 0
Sub-Total(A)(2) 1223900 164200 1388100 42.70 1540098 0 1540098 47.38 4.68
Total Shareholding of Promoters(A) =(A)(1)+(A)(2) 1223900 164200 1388100 42.70 1540098 0 1540098 47.38 4.68
B. Public Shareholding
(1) Institutions
a) MutualFunds /UTI 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) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0
I) Others (specify) 0 0 0 0 0 0 0 0 0
Sub-total(B)(1): 0 0 0 0 0 0 0 0 0
(2) Non-Institutions
a) Bodies Corporate
I)Indian 0 0 0 0 0 0 0 0 0
II) Overseas 0 0 0 0 0 0 0 0 0
i. Individual Shareholders holding nominal share cap ital upto 2 Lakh 109710 139700 249410 7.67 127077 20700 147777 4.55 -3.12
ii. Individual Shareholders

holding nominal share

capital in excess of 2 lakh

796589 752500 1547589 47.60 1401327 127200 1528527 47.02 -0.58
b) Others (specify) 0 35000 35000 1.07 1 0 1 0.00 -100
1.NRI& clearing members
2.HUF 29001 0 29001 0.89 34197 0 34197 1.05 0.16

 

Sub -Total(B)(2) 935300 927200 1862500 57.30 1562602 147900 1710502 52.62 4.68
Total Public Shareholding (B)=(B)(1)+(B)(2) 935300 927200 1862500 57.30 1562602 147900 1710502 52.62 4.68
C. Shares heldby Custodian 0 0 0 0 0 0 0 0 0
for GDRs & ADRs 0 0 0 0
GrandTotal(A+B+C) 2159200 1091400 3250600 100 3102700 147900 3250600 100

2.Promoter Shareholding

Category of Share Holder No of Shares held at the begining of the year 1st April 2019 No of Shares held at the End of the year 31st March 2020
Demat Physical Total % Demat Physical Total % %Change During the Year
HEMANT GUPTA 155000 0 155000 4.77 155000 0 155000 4.77 0
HEMLATA KHUT ETA 0 152300 152300 4.69 185428 0 185428 5.70 1.01
MADAN LAL KHANDELWAL 70400 0 70400 2.17 70400 0 70400 2.17

0

MAHIMA KHUTETA 114400 0 114400 3.51 114400 0 114400 3.52 0.01
NAVNEET KHANDELWAL 62600 0 62600 1.93 62600 0 62600 1.93 0
RADHIKA KHANDELWAL 0 11900

11900

0.37

11900 0 11900 0.37 0
RAJ KHUTETA 138500 0

138500

4.26

138500

0 138500 4.26 0
RAJESH KHUTETA 145500 0 145500 4.47 1455500 0 145500 4.48 0.01
SUNIDHI KHUTETA 161000 0 161000 4.95 206500 0 06500 2 6.35 1.40
VIKRANT KHANDELWAL 128000 0 128000 3.93 128000 0 128000 3.94 0.01
RAJESH KHUTETA HUF 50000 0 50000 1.53 85280 0 85280 2.62 1.09
SHYAM LAL KHUTETA HUF 38100 0 38100 1.17 76190 0 76190 2.34 1.17
ASHOK MAMODIA 0 0 0 0 0 0 0 0 0
BHAGWATI KHANDELWAL 0 0 0 0 0 0 0 0 0
GEETA DEVI MAMODIA 0 0 0 0 0 0 0 0 0
JAGDISH PRASAD KHANDELWAL 0 0 0 0 0 0 0 0 0
RAJIV KHANDELWAL 0 0 0 0 0 0 0 0 0

3.Change in Promoters Share holding

Shareholdersname

Shareholding at the beginning of the year 1ST APRIL 2019

Shareholding at the end of the year 31ST MARCH 2020
No.of shares % of total shares of the company No. of shares % of total shares of The company
HEMANT GUPTA 155000 4.77 155000 4.77
HEMLATA KHUTETA 152300 4.69 185428 5.70
MADAN LAL KHANDELWAL 70400 2.17 70400 2.17
MAHIMA KHUTETA 114400 3.51 114400 3.52
NAVNEET KHANDELWAL 62600 1.93 62600 1.93
RADHIKA KHANDELWAL 11900 0.37 11900 0.37
RAJ KHUTETA 138500 4.26 138500 4.26
RAJESH KHUTETA 145500 4.47 145500 4.48
SUNIDHI KHUTETA 161000 4.95 206500 6.35
VIKRANT KHANDELWAL 128000 3.93 128000 3.94
RAJESH KHUTETA HUF 50000 1.53 85280 2.62
SHYAM LAL KHUTETA HUF 38100 1.17 76190 2.34

4. Shareholding pattern of top ten shareholders;(other than Directors, Promoters , and Holders of ADRs and GDRs

Shareholders

Name No of shares held at the Beginning of the year 1st April 2019 during the year

No of shares held at the End of the year 31st Marc h 2020
Demat Physical Total %of total shares Demat Physical Total % of total % change during the year shares
PRABHA GUPTA 162000 0 162000 4.98 162000 0 162000 4.98 0.00
VIBHA GUPTA 158033 0 158033 4.86 158033 0 158033 4.86 0.00
DIPTANSHU GUPTA 150916 0 150916 4.64 150916 0 150916 4.64 0.00
MURARI LAL VYAS 18160 112900 131060 4.03 125330 0 125330 3.86 0.17
AMIT KHUTETA 0 112700 112700 3.46 118300 0 118300 3.64 0.17
SARLA LOHIYA 0 45000 45000 1.38 80380 0 80380 2.47 1.09
VIJAY LAXMI GUPTA 77700 0 77700 2.39 77700 0 77700 2.39 0.00
SNEH LOHIYA 0 50200 50200 1.54 70489 0 70489 2.17 0.63
DEVIKA KHUTETA 0 67700 67700 2.08 70700 0 70700 2.17 0.09
RINKU KHANDELWAL 69300 0 69300 2.13 69300 0 69300 2.13 0.00

5. Shareholding of Directors & Key Managerial Personnel

Name of the Directors & KMPs

Shares held at the Beginning of the year 1st April 2019

Shares held at the End of the year 31st March 2020
No. of shares % No. of shares %
M.L. KHANDELWAL 70400 2.17 70400 2.17
RAJESH KHUTETA 145500

4.47

145500 4.47
VISHNU DUSAD 0 0 0 0
SURESHKUMAR GUPTA 0 0 0 0
RUCHI GUPTA 0 0 0 0
J.C. KEDAWAT 0 0 0 0
HEMANT GUPTA 155000 4.76 155000 4.76
PRAVITA KHANDELWAL 0 0 0 0

IINDEBTEDNESS

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

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

II Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Directors whole -time Director and/or Manager

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Rajesh Khuteta
1.Gross Salary
(a) Salary as per the provisions contained in section 17(1) of the Income-taxAct,1961 900000.00 900000.00
(b)Value of perquisities u/s 17(2) Income-tac Act,1961(c) Profits in lieu of salary under section 17(3) Income-taxAct,1961
2.Stock Option
3.Sweat Equity
4.Commission as % of profit
-others ,specify
5.Others,pleasespecify
6.Total 900000.00 900000.00

B. Remuneration to other Directors

Particulars of Remuneration

Name of Director

Total
Suresh Gupta Ruchi Gupta Vishnu Dusad M.L. Khandelwal Amount TOTAL AMOUNT
Independent Directors
(i)Fees for attendi ng board/committee meetings 8250 8250 8250 8250 33000
(ii)Commission -Others please specify
Total (1)
Other Non -Executive Directors
(i)Fees for attending board/committee meetings
(ii)Commission -Others please specify
Total (2)
Total(B)=(1+2) 8250 8250 8250 8250 33000
Total Managerial Remuneration Overall ceiling as per the Act Yes Yes Yes Yes Yes

Remuneration to Key Managerial Personnel other than MD/Manager

Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO Total Amount
1.Gross Salary 0 200800.00 240000.00 440800.00
(a) Salary as per the provisions contained in section 17(1) of the Income-taxAct,1961
(b) Value of perquisities u/s 17(2) Income-tax Act,1961(c) Profits in lieu of salary under Section17(3)Income -tax Act,1961
2.Stock Option
3.Sweat Equity
4.Commission as % of profit
- others ,specify
5.Others,pleasespecify
Total 200800.00 240000.00 440800.00

IV. Penalties/Punishment/ Compounding Of Offences:

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