DIRECTOR'S REPORT
Dear Members,
Your Directors have pleasure in presenting the 34th Annual Report of your
Company along with the Audited Financial Statement for the year ended March 31, 2024.
1. SUMMARY OF FINANCIAL RESULTS:
Following is the analysis of the standalone financial statements of the Company during
the year under review:
|
|
(Rupees in Lacs |
Particulars |
For the financial year ended 31st March, 2024 |
For the financial year ended 31st March, 2023 |
|
(Rs.) |
(Rs.) |
Revenue from Operation including other income |
158.07 |
125.16 |
Expenses excluding Depreciation |
50.82 |
36.28 |
Depreciation and Amortization |
3.43 |
4.40 |
Profit (Loss) Before Tax |
103.81 |
84.49 |
Extraordinary items |
0.48 |
0.00 |
Current Tax |
27.86 |
22.07 |
Deferred Tax Adjustment |
0.05 |
(0.11) |
Profit (loss) After Tax |
76.38 |
62.53 |
Net fixed assets |
9.63 |
13.07 |
5hare capital |
489.06 |
425.06 |
Reserve & Surplus Profit/(Loss) |
697.12 |
319.73 |
2.Qperations
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.
3. Transfer to Reserves
"A sum of Rs. 18.30 lakhs has been transferred by company to reserve & surplus
out of which Rs. 15.34 lakhs has been transferred to reserve fund as per guidelines
prescribed by RBI and Rs. 2.96 lakhs has been transferred to reserve for standard assets
as per RBI."
4. 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,
2024. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations,
2015") the Board of Directors of the Company formulated and adopted the Dividend
Distribution Policy as attached to this report ANNEXURE IV. The Policy is available
on the website of the Company at link www.continentalsecuritiesltd.com .
5. Change in the nature of business (If any)
There has been no change in the line or nature of business that the Company is
operating in during the year under review in financial year 2023-2024.
6. Information about subsidiary/ associate company:
During the year under review, the Company does not have any Subsidiaries, Joint Venture
or Associate Companies.
7. SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION
There was no instance of one-time settlement with any Bank or Financial Institution
8. Indian accounting standards:
The annexed financial statements for the Financial Year 2023-24 and corresponding
figures for 2022-23 comply in all material aspects with the Indian Accounting Standards
notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian
Accounting Standards) Rules, 2015 and other relevant provisions of the Act as modified
from time to time.
9. Material changes and commitments/ details of significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and company's
operations in future:
As on the date of this report, there are no material changes and commitments affecting
the financial position of the company have occurred. No significant or material orders
have been passed by the Regulators or Courts or Tribunals impacting thegoing concern
status of the Company and/or the Company's operations in future.
10. 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.
11. Directors* responsibility statement:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013
with respect to Directors' Responsibility Statement it is confirmed that-
1. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
2. Such accounting policies have been selected and applied consistently and judgments
and estimates have been made 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 and of the
loss of the company for that period;
3. Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;
4. The annual accounts have been prepared on a going concern basis.
5. That internal financial control were laid down to be followed and that such internal
financial controls were adequate and were operating effectively.
6. That proper system was devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
12. Share capital/ capital strueture:-
Authorized Capital
The company has Authorised capital of the company 10,00,00,000 divided into 5,00,00,000
shares having a face value 2/- Rs. each during the year.
Issued. Subscribed & Paid up Capital
The Company has Issued, Subscribed & Paid up Capital of 48,90,6000 divided into
2,44,53000 Equity shares having a Face value of Rs. 2/- each. The company has only one
class of equity shares.
During the Year 2023-24, the company has made 50,00,000 Convertible Warrants into
Equity Shares of the company, and 32,00,000 Warrants, convert into Equity Shares of the
year ended 31.03.2024. Remaining 18,00,000 Convertible Warrants into Equity Shares in the
Month of April 2024. And has not made any Sweat Equity Shares and employee stock option.
13. Listing of shares
Shares of company are listed on Bombay Stock Exchange and its scrip code is 538868 and
ISIN No. INE183Q01020.
14. Compliance with secretarial standards on board and annual general meetings
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual General Meetings.
15. Corporate insolvency resolution process initiated under the insolvency and
bankruptcy code, 2016 (IBCl.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during
the period under review.
16. Audit and auditors
Statutory Auditors and Auditors' Report
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 everyAGM 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 pocketexpenses 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
Statementsfor Financial Year 2023-24 and the Report is self-explanatory. Further, the
Statutory Auditors have not reported any fraud in terms of Sectionl43 (12) of the Act.
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
thecompany. 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
March 2024.
Secretarial Audit Report as issued by 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 2024, is given in Annexure II to this
Report.
Internal audit & internal financial control and its adequacy
The Audit Committee and Board of Directors have approved Internal Control frame work
for the internal financial control to be followed by the Company and such policies and
procedures adopted by the Company for ensuring the orderly and efficient conduct of its
business, including adherence to Company's policies, safe guarding of its assets
prevention and detection of frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information and disclosures.
The Audit Committee periodically reviews and evaluates the effectiveness of internal
financial control system. Pursuant to section 138 of company Act, 2013 read with companies
(Audit and Auditors) Rules, 2014, every listed company is required to appoint an internal
Auditor or afirm of internal Auditors to carry out internal Audit of the company.
M/s Ajay Khandelwal & Associates were appointed internal Auditors of the Company
for theyear ended 31st March, 2024 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
year2024-25.
The internal Audit Report is received yearly by the company and the same is reviewed
andtaken on record by the Audit Committee and Board of Directors. The Yearly Internal
Audit Report as received for the financial year 2023-24 is free from any Qualification.
17. Directors /key managerial personnel:
Independent Directors and their Declaration of Independence
The Board of the Company as on March 31, 2024 consisted of 4 directors out of which 2
are independent directors.
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 (1) (b) and 25 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. None of the Directors have any pecuniary
relationship or transactions with the Company.
Composition of Board of Director as on 31st March 2024 and changes during the year
The Board of the Company as on March 31, 2024 consists of 4 directors out of which two
are non-Executive independent directors, including one women director one is Whole Time
Director and another is non- Executive director.
Re-Appointment of 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.
During the year under review:-
Mr. Suresh Kumar Gupta (DIN: 00217474), Mr. Vishnu Dusad (DIN:-03041606), Mrs. Ruchi
Gupta (DIN: 06827155), resigned from the designation of Non-Executive Independent Director
of the company w.e.f. 24/07/2023 due to complete their tenure.
Mr. Aayush Akar (DIN: 02204396, Mrs. Annu Sharma Khandelwal (DIN: 07562588) were
appointed as Additional Non- Executive Independent Director of the company w.e.f.
24.07.2024. And with the approval of shareholder in AGM, both directors were appointed as
Non- Executive Independent Directors
Mr. Jagdish Chandra Kedawat (DIN: -00151827) was appointed as the designation of
Additional Non -Executive Independent Director of the company w.e.f. 24.07.2023, and
Resigned due to personal reasons w.e.f. 06.112023.
Key Managerial Personnel Changes in the composition of Key Managerial Personnel (other
than Board of Directors):
No changes in KMPs during the year. Pursuant to the provisions of section 203 of the
Companies Act, 2013 read with the rules
madethereunder,thefollowingarethekeymanagerialpersonnelofthecompany:
Mr. HemantGupta, (Chief Financial Officer)
Mrs. Pravita Khandelwal, (Company Secretary and compliance officer)
18. Committee details
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.
Audit Committee
The Audit Committee comprises of Independent Directors namely Mr. Aayush Akar (DIN:
02204396 (non-Executive Independent Director and Chairman), Mrs. Annu Sharma Khandelwal
(DIN: 07562588) (non-Executivelndependent Director) and Shri Madan lal
khandelwal(DIN:00414717) (Non-Executive Director) as other Members.
All the recommendations made by the Audit Committee were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration comprises of Independent Directors namely Mr. Aayush
Akar (DIN: 02204396 (non-Executive Independent Director and Chairman), Mrs. Annu Sharma
Khandelwal (DIN: 07562588) (non-Executive Independent Director) and Shri Madan lal
khandelwal(DIN:00414717) (Non-Executive Director) as other Members.
All the recommendations made by the Nomination and Remuneration Committee were accepted
by the Board. Stakeholders' Relationship Committee
Stake holders Relationship Committee comprises of Independent Directors namely Mr.
Aayush Akar (DIN: 02204396 (non-Executivelndependent Director and Chairman), Mrs. Annu
Sharma Khandelwal (DIN: 07562588) (non-Executive Independent Director) and Shri Madan lal
khandelwal (DIN:00414717) (Non-Executive Director) as other Members. 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 as per its
requirements. The Committee facilitates prompt and effective redressal of
stakeholder/investorscomplaints-
"Number of complaints received- NIL
"Numberofcomplaintssolvedtothesatisfactionofshare holders-NIL
"Number of pending share transfers- NIL
Asat 31st March,2024. Noshares were pending for transfer.
19. Riskmanagement framework
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 Committeeofthe Company monitors and reviews the risk management
plan of the Company, in accordance with the Risk Management Policy of the Company. Risk
managemet committee comprises of Independent Directors namely Mr. Aayush Akar (DIN:
02204396 (non-Executive Independent Director and Chairman), Mrs. Annu Sharma Khandelwal
(DIN: 07562588) (non-Executive Independent Director) and Shri Madan lal khandelwal
(DIN:00414717) (Non-Exective Director) as other Members.
20. Vigil mechanism/whistle blowerpolicv
In Accordance of Sectionl77 of the Companies act, 2013, and in terms of the Listing
Regulations with the Stock Exchange 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.
21. Meetings
During the financial year 2023-24, following meetings were convened:
Board Meetings:-
Minimum four Board meetings are held annually. Additional Board Meeting are convened by
giving appropriate notice to address the company's specific needs. In case of business
exigencies or urgency of matters. Resolutions are passed by circulation.
During the Financial Year 2023-24,11 (Eleven) Board Meetings were convened and held.
The Board met Eleven times during the year 2023-24 viz.
All Directors were present in all the Board Meetings convened by the company.
Meeting No. |
Date of Board Meeting |
Board's strength |
No. of Directors present |
1 |
April 19, 2023 |
5 |
5 |
2 |
May 10, 2023 |
5 |
5 |
3 |
May 29, 2023 |
5 |
5 |
4 |
July 05, 2023 |
5 |
5 |
5 |
July 24,2023 |
5 |
5 |
6 |
August 28, 2023 |
5 |
5 |
7 |
November 06, 2023 |
4 |
4 |
8 |
February 06, 2024 |
4 |
4 |
9 |
March 13, 2024 |
4 |
4 |
10 |
March 20, 2024 |
4 |
4 |
11 |
March 23, 2024 |
4 |
4 |
The intervening gap between the Board Meetings was with in the period prescribed
underthe Act and SEBI LODR Regulations.
Audit Committee Meetings:-
During the financial year 2023-24, 04 (Four) Committee meeting were held.
All the members were present in all Audit Committee Meetings convened by the company.
Meeting No. |
Date of Audit committee Meeting |
Members' strength |
No. of Members present |
1 |
May 29, 2023 |
3 |
3 |
2 |
July 24, 2023 |
3 |
3 |
3 |
November 06, 2023 |
3 |
3 |
4 |
February 06, 2024 |
3 |
3 |
Nomination & Remuneration Committee Meetings:-
During the financial year 2023-24, 02 (Two) Committee meeting were held.
All the members were present in all Nomination & Remuneration Committee Meetings
convened by the company.
1. Meeting no. 01/2023-24 held on July 24, 2023;
2. Meeting no. 02/2023-24 held on November 06, 2023.
Independent Director's Meeting:-
During the year under reference Two meeting of Independent directors was held in
compliance with the requirement of Schedule IV of the Companies Act, 2013. At the said
meeting Appointment and Resignation of Independent Directors, 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 sectionl50ofthecompaniesact2013.
During the financial year 2023-24, 02 (Two) Committee meeting were held.
All the members were present in all Independent Director's Meeting convened by the
company.
1. Meeting no. 01/2023-24 held on July 24, 2023;
2. Meeting no. 02/2023-24 held on November 06, 2023.
Stakeholder Relationship's Committee Meeting:-
During the financial year 2023-24, 01 (One) Committee meeting were held,
All the members were present in all Stakeholder Relationship's Committee Meeting convened
by the company.
1. Meeting no. 01/2023-24 held on August 28,2023.
Members Meetings:-
During the financial year 2023-24, 02 (Two) meeting were held. One is Extra-ordinary
General Meetings , and another is Annual General meeting.
1. Meeting no. 01/2023-24 held on June 03, 2023; (EGM)
Numbers of members voted -35 Members.
2. Meeting no. 02/2023-24 held on September 20, 2023. (AGM)
Numbers of members voted -32 Members.
22. Performance evaluation of the board, committees and individual directors
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
itseffectiveness.
3. Communication of expectations & concerns clearly with subordinates.
4. Exercise of objective independent judgment in the best interest of the company.
5. Over sight off financial reporting process, including internal controls.
6. Discharge of functions and duties as per the terms of reference.
7. Review management's 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.
23. Disclosure under the sexual harassment of women at workplace (prevention,
prohibition and redressal) act, 2013
The Company has in place an appropriate Policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment
of its employees. During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
24. Details of establishment of vigil mechanism for directors and employees:
The company has established a vigil mechanism for grievances redressal of director and
employees of the company which will help in reporting genuine concerns or grievances of
directors and employees.
25. Nomination and remuneration policy
The Nomination & Remuneration Committee of the Board of Directors is responsible
for recommending the appointment of the Directors and senior management to the Board of
Directors of the Company. The Company has in place a Nomination and Remuneration Policy
containing the criteria for determining qualifications, positive attributes and
independence of a Director and policy relating to the remuneration for the Directors, Key
Managerial Personnel and senior management personnel of the Company. The committee also
postulates the methodology for effective evaluation of the performance of Individual
Directors, committees of the Board and the Board as a whole which should be carried out by
the Board, committee or by an independent external agency and review its implementation
and compliance. The Nomination and Remuneration Policy is available on the Company's
website at www.continentalsecuritiesltd.com.
26. Related partvtransactions
Related Party Transactions entered in to during the Financial Year were on arm's length
and in the 'ordinary course of business. There were no materially significant related
party transactions made by the Company with the persons /related party(s) as defined under
Section 2(76) of the Companies Act, 2013 which may have a potential conflict with the
interestof 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 withas Annexure III' to the Board's Report.
27. Management discussion and analysis
The financial year 2023-24 was a year of satisfactory performance by the Company.
Highlights of Company's performance are covered in detail in the Management Discussion and
Analysis Report (MDA), Pursuant to Regulation 34 of SEBI (ListingObligation and Disclosure
Requirements) Regulation 2015, is annexed herewith part to this Report.
28. Human Resources Management
We firmly believe that employee motivation, development and engagement are key aspect
of good human resource management. We provide several forums and communication channels
for our employees to not only share their point of view and feedback related to our
business, but also share feedback self-development and career advancement. These forums
have helped us to identify and implement a number of structural changes during the year
under review.
29. Other disclosures and statutory information
Policies and code adopted by the Company
The Board of Directors has from time to time framed and approved policies as required
by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will
be reviewed by the Board at periodic intervals.
A. Code of conduct for prevention of insider trading in company's securities
B. Code for disclosure of unpublished price sensitive information.
C. Policy on related party transactions.
D. Code of conduct for directors and senior management personnel.
E. Whistle blower policy.
Your Company has formulated Code of Conduct for Prevention of Insider Trading in
Company's Securities ("Code") in accordance with SEBI (Prohibition of Insider
Trading) Regulations, 2015,as amended. The objective of this Code is to protect the
interest of Share holders at large, to prevent mis use of any price sensitive information
and to preventany insider trading activity byway 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. Further
the Company has maintained a Structural Digital Database (SDD) pursuant to provisions of
regulations 3 (5) and (6) of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.
30. Corporate social responsibility (CSR):
As the Company does not fall under the class of companies as prescribed under Section
135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to
Corporate Social Responsibility is not applicable to the Company.
31. Particulars of loans, guarantees or investments under section 186:
Pursuant to Section 186 (11) of the Companies Act, 2013, loans made, guarantees given
orsecurities provided or acquisition of securities by a Non-Banking Finance company in the
ordinary course of its business are exempted from disclosure in the Board's Report.
32. Annual return
Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act, read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return
as on March 31, 2024 is available on the website of the Company and can be accessed at
www. continentalsecuritiesltd.com /investor-relations /annual-reports.
33. Noticesreceived/penaltvimposed- nil
34. Failuretoimplementanvcorporateaction-nil
35. Certificate of non- disqualification of directors
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 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.
Your Company has obtained a certificate from a Company Secretary in practice confirming
that none of the Directors on the Board of the Company have been debarred or disqualified
from being appointed or continuing as Directors of companies by Securities Exchange Board
of India ("SEBI")/Ministry of Corporate Aairs ("MCA") or any such
statutory authority. The same forms part of this Annual Report.
36. Deposits
As a Non-deposit taking (NBFC) Finance Company, your Company has not solicited,
accepted or renewed any fixed deposits from the public, as defined in Chapter V of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Therefore,
the disclosure in terms of RBI Master Directions is not required.
37. Outlook on NBFCs
India has been witnessing good growth in consumer leading in recent years and
NBFC'Shave been growing this business much better than banks. NBFC'S are here to stay and
play an important role in economic growth and financial inclusion. As India's economy
grows, the requirement for credit will rise more than proportionately. We need both banks
and NBFCs to step up to the challenge and power the economy with free-flowing credit
lines.
38. 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, and the company has received NIL complains from the customer as per RBI
guidelines.
39. Deposits from directors
During the financial year 2023-24, Company has not borrowed any amount from its
Directors.
40. Particulars of conservation of energy, technology absorption, foreign exchange
earnings and out Go
Conservation of energy-
1. The steps taken or impact on conservation of energy; The operations of Company are
not energy intensive.
2. 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
3. the capital investment on energy conservation equipment: NIL Technology absorption-
The efforts made towards technology absorption.
1. The minimum technology required for the business has been absorbed
2. The benefits derived like product improvement, cost reduction, product development
orimport substitution: NIL
3. In case of imported technology; Not applicable
4. The expenditure incurred on Research and Development: NIL Foreign exchange earnings
and outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange out go during the year in terms of actual outflows.: NIL
41. Disclosures of Directors and Key Managerial Personnel on Remuneration
s. No |
Name of Director/KMPand its Designation |
Remuneration(or Sitting Fees)to the Director/KMP for the Financial
Year 2023-24 |
Percentage Increase/ Decrease in remuneration in the Financial Year
2023-24 |
1. |
Mr.M.L. Khandelwal (Chairman) |
8250.00 |
0.00 |
2. |
Mr. Rajesh Khuteta |
9,08,250.00 |
0.00 |
3. |
Mr. Vishnu Dusad (Non-Executive Independent Director) (Resigned w.e.f. 24.07.2023) |
3000.00 |
0.00 |
4. |
Mr. Suresh Kumar Gupta (Non-Executive Independent Director) (Resigned w.e.f.
24.07.2023) |
3000.00 |
0.00 |
5. |
Mrs. Ruchi Gupta (Non-Executive Independent Director) (Resigned w.e.f. 24.07.2023) |
3000.00 |
0.00 |
6. |
Mrs. Pravita Khandelwal (Company Secretary and complaince officer) |
2,70,000.00 |
0.00 |
7. |
Mr. Hemant Gupta (Chief Financial Officer) |
2,40,000.00 |
0.00 |
8. |
Mr. Aayush Akar (Non-Executive Independent Director) (Appointed w.e.f. 24.07.2024) |
5250.00 |
0.00 |
9. |
Mrs. Annu Sharma Khandelwal (Non-Executive Independent Director) (Appointed w.e.f.
24.07.2024) |
5250.00 |
0.00 |
10 |
Mr. Jagdish Chandra Kedawat (Non-Executive Independent Director) (Resigned w.e.f.
06.11.2023) |
1500.00 |
0.00 |
42. 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 Three.
ii. The Median Remuneration of Employees (MRE) of the Company is Rupees 2,91,000.00.
MRE of the year is increased by 6.60% compared to previous year.
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.
43. Acknowledgements and appreciation
The Board of Directors extends their gratitude for the valuable guidance and support
received from all stakeholders of the Company, including the Reserve Bank of India,
Ministry of Corporate Aairs, Securities and Exchange Board of India, Stock Exchanges i.e
Bombay Stock Exchange (BSE), and other regulatory authorities.
They also acknowledge the support of bankers, lenders, financial institutions, members.
National Securities Depository Limited, Central Depository Services (India) Limited, and
customers of the Company for their continued trust and support.
Additionally, the Directors thankful to the Senior Management team. Employees, KMPs of
the Company, which contributed to the excellent performance of the Company during the
Financial Year.
Date: 24.08.2024 |
For and on Behalf of the Board of Directors |
Place: Jaipur |
Continental Securities Limited |
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Sd/- |
Sd/- |
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Rajesh Khuteta |
Madan Lai Khandelwal |
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Director |
Director |
Regd. Office: 301, Metro Plaza, |
DIN>00167672 |
DIN >00414717 |
Gopalbari, Jaipur, Rajasthan 302001 |
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Cl N :-L67120RJ 1990PLC005371 |
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E-MAI L:-www.continentalsecuritieslimited@gmail.com |
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Tel.-0141-2943037, website-www.continentalsecuritiesltd.com |
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