DIRECTORS REPORT Your Directors have pleasure in presenting the Annual Report together with Audited Accounts for the year ended 31st March, 2015 DIVIDEND The Company has not declared dividend for the year under review . RESERVES A sum of Rs.20371.00 has been transferred by company to Reserve fund as per guidelines prescribed by Reserve Bank Of India. No other amount is carried to any reserves during the period under review. OPERATIONS During the year under review the Company has registered a gross income of Rs.42.68 Lacs as compared to the income of Rs. 40.89 lacs in the previous year. The net profit of the company was Rs.1.34 lacs as against net profit of Rs.3.88 lacs in the previous year. The decline in net profit was due increase in expenditures and decrease in Revenue. PROSPECTS The year 2014-15 has seen downfall in some of the areas of the Indian economy. One of the major features of the fiscal year was the unfavorable financial market condition. However, the company expect good performance even after stiff competition with big players. The Company is still in process of consolidation and efforts are being made to enhance the net worth of the Company through renewed focus on core competence on Leasing and Investments. However, the finance is major problem in expending the business of the Company. MANAGEMENT DISCUSSION AND ANALYSIS Growth of India has slowed down remarkably reflecting global developments and domestic supply constraints ,however the rate of inflation is not a matter of worry and corporate investment , the slowdown has penetrate to other sectors of the economy. The financial position of banks and corporates have deteriorated There are numerous factors which may affect business of finance companies . The performance of the company , its profitability , attitude of consumers etc. are some of them. Company is taking cautions view and formulate policies accordingly. RESERVE BANK OF INDIA The Company has continued to follow all applicable guidelines issued by the Reserve bank of India for NBFCs regarding Capital Adequacy, Asset Classification, 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 during the year under review. LISTING WITH BOMBAY STOCK EXCHANGE The securities of the company have been listed with Bombay Stock Exchange from 8th January, 2015 Under direct listing regulations. As a result the shares of the Company will not be traded at Delhi , Jaipur and ahmedabad Stock Exchanges. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY Details of loans, guarantees and investments, if any, covered under the provisions of section 186 of the Companies act, 2013are given in the notes to the financial statements. SIGNIFICANT AND MATERIAL ORDERS No significant or material order has been passed by the Regulators /Courts or Tribunals which can impact the going concern status and Company's operation in future. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There were no material changes occurred subsequent to the close of financial year of the company to which the balance sheet relates and the date of the report which can affect the financial position of the Company 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 . At present company has no women worker in service. CORPORATE SOCIAL RESPONSIBILITY THE Provisions of companies act ,2013 relating to Corporate social responsibility does not apply to the company. DOCUMENTS PLACED ON THE WEBSITE (www.continentalsecuritiesltd.com) The following documents have been placed on the website in compliance with the Act : . Financial statements of the Company . . Code of conduct for insider trading and corporate disclosure practices. DIRECTORS Shri M. L. Khandelwal,Director of the Company, is retiring by rotation at ensuing Annual General meeting and being eligible, offers himself for reappointment . SECRETARIAL AUDITORS Pursuant to provisions of Section 204 of the companies act,2013 M/S Mahendra Khandelwal & Associates , Company Secretaries were appointed as Secretarial auditors of the company for the year ended 31st march,2015 .The Secretarial Audit report submitted by them is annexed. The report does not contain any qualification. RELATED PARTY TRANSACTIONS: ALL the related party transactions that were entered in to during the financial year were on an arm's length basis and were in the ordinary course of business. There are no material / significant related party transaction made by the Company which has a potential conflict with the interest of the Company at large. As such no disclosure in form AOC-2 is required. However disclosure of related party transaction is made in notes to the accounts. The Board has framed a policy on related party transaction. EXTRACTS OF ANNUAL RETURN : Extracts of annual return is annexed to this report. INTERNAL AUDITORS M/S Ajay Khandelwal & Associates were appointed internal Auditors of the Company for the year ended 31st March,2015 under the provisions of Companies act,2013 .The Company proposes to continue their services for the year 2015-16 . VIGIL MECHANISM In Accordance of Section 177 of the Companies act, 2013 the Company has constituted 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 . 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 in place. 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. INTERNAL CONTROL SYSTEM The Company has an internal control system commensurate with the size and complexity of operations. The Company has appointed M/S Ajay Khandelwal & Associates, Chartered accountants Jaipur as internal auditors of the Company. The Audit committee has also taken effective steps to review internal control system from time to time. AUDITORS M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. DECLARATION BY INDEPENDENT DIRECTORS : The Company has obtained a declaration from independent Directors the said independent Director meets the criteria of independence as mentioned in Section 149 ( 6), of the Companies Act,2013 . MEETING OF BOARD OF DIRECTORS The required information is given in corporate governance report which is also a part of Directors Report. INDEPENDENT DIRECTORS MEETING During the year under reference one meeting of Independent directors was held on 27th January,2015 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. 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. (i) Demat/Remat of shares No request was received for Remat during the financial year. Details of Demat as follows; a) Number of shares Dematerialized - 1008900 b) Percentage of Shares Dematerialized as on 31st march, 2015 - 31.04% (ii) Disclosures a) There were no transactions of material nature with its related parties that may have the potential conflict with the interest of the company at large. Transactions with related parties are disclosed in Note No 12 of the financial statements. b) There were no instances of non compliance nor have any penalties imposed by Stock Exchanges or SEBI or any other statutory authority on any matter related to capital market during the last here financial years. c) Managing Director of the company has certified to the Board with regard to the compliance made by them in terms of Clause 49 of the listing agreement and the certificate form part of this report. 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 : i. The ratio of remuneration of each Director to the median remuneration of the employees of the company for the financial year 2014-15 and iii. The number of employees on the roll of the company are eight. iv . The median remuneration of employees( MRE ) of the Company is Rs9331 .The MRE for the year is increased by 0.01%compared to previous year. iv. There was no increase in salary of Key Managerial Personnel during the year and managerial remuneration except increase in salary of Managing Director by Rs.36000.00 . v. There is no variable component in remuneration of Directors of the Company. Vi. The ratio of the remuneration of the highest paid director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year -None . vii. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the company. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 ((3) (c) of the Companies Act, 2013,your Directors state that : 1. that in preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; 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 ,2105 and of the profit or loss of the Company for that period ; 3. that they have taken proper and sufficient care for the maintenance of 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, 2015 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 . AUDITORS M/s R.P. Khandelwal & Associates, Jaipur, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO The information required under Section 134(3)(m) of the Companies Act,2013 relating to conservation of energy and technology absorption, is not given, since the Company is not engaged in manufacturing activity. The inflow and outgo of the foreign exchange was nil during the year. CORPORATE GOVERNANCE Corporate governance Report under clause 49 of listing agreement is annexed with this 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. For and on behalf of the Board of Directors, M. L .KHANDELWAL Chairman PLACE: JAIPUR DATE: 30th May, 2015 |