Corporate Governance Report

The company considers good corporate governance a pre-requisite for meeting the need and aspirations of its shareholders and other stakeholders in the company and firmly believes that the same should be achieved by maintaining transparency in its dealings, creating robust policies and practices for key processes and system with clear accountability, integrity,transparent governance practices and the highest standard of regularity compliance.
Corporate Governance is administered through our Board and the Committees of the Board. In compliance with listing agreement , we have formed the Audit Committee, Shareholders’ / Investors Grievance and Relationship Committee and Remuneration Committee and Risk Management Committee. However, the primary responsibility for upholding Corporate Governance and providing necessary disclosures within the framework of legal provisions and institutional conventions with commitment to enhance shareholders’ value vests with our Board.

Our Company being listed Company; we are in compliance with the applicable provisions of the Listing Agreements pertaining to Corporate Governance, including composition of Board of Directors, appointment of Independent Directors.

BOARD COMPOSITION AND CATEGORY OF DIRECTORS:-
The Board of Directors of the Company consists of 5 (Five) members and out of 5 (Five) Directors 3 (Three) are Non Executive Independent Directors, 1 (One) is Non-Executive Directors and 1(One) is Executive Director.

BOARD COMMITTEES:
1. AUDIT COMMITTEE:-The committee composition, powers, role, and terms of reference of the committee are in accordance with the requirements mandated under section 177 of companies Act 2013 read with rules made there under and Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.The Audit committee comprises Three Members:

1. Suresh Kumar Gupta (Chairman)
2. Vishnu Dusad (Member)
3. Ruchi Gupta (Member)

2. Nomination And Remuneration Committee:- The committee composition, powers, role, and term of reference of the committee are in accordance with the requirements mandate under section 178 of companies Act 2013, read with rules made there under and Regulation 19 of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.The Nomination And Remuneration Committee comprises Three Members:

1. Suresh Kumar Gupta (Chairman)
2. Vishnu Dusad (Member)
3. Ruchi Gupta (Member)

3. Shareholders’ Investors Grievance and Relationship Committee:- The committee has constituted as per SEBI (Listing Obligations And Disclosure Requirements ) Regulations, 2015.The composition, powers, role, and terms of reference of the committee are in accordance with the requirements mandated under section 178 of Companies Act 2013, read with rules made there under and Regulation 20 SEBI (Listing Obligations And Disclosure Requirements ) Regulations , 2015.
Name and contact details (Telephone / Mobile nos. as also email address) of the Grievance Redressal Officer :-
Mr. Suresh Kumar Gupta
Contact No. 9414048346
(skguptacajpr@yahoo.co.in)

4. Risk Management Committee:- The composition, powers, role, and terms of reference of the committee are in accordance with the RBI Directions. The Risk Management Committee Comprises 3 Members :
1. Mrs. Ruchi Gupta (Chairman)
2. Mr. Rajesh Khuteta ( Member)
3. Mr. Vishnu Dusad (Member)

BOARD PROCEDURE
The Board of Directors meets at least once in a quarter and there will be not less than 4 meetings in a year. The agenda for the meeting together with the relevant notes are circulated to all the Board Members in accordance with the provisions of the Companies Act, 2013.

REPORT ON CORPORATE GOVERNANCE
As per Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements ) Regulations, 2015, listed entity having paid up equity share capital not exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore , as on the last day of the previous financial year , Thereby Company is not required to file the Corporate Governance Report.

CODE OF CONDUCT
The Company has adopted the Code of Conduct and ethics for Directors and Senior Management. The code has been circulated to all the Member of the Board and Senior Management and the same has been put on the company’s website www.continentalsecuritiesltd.com . The Board Members and Senior Management has affirmed their compliance with the code of conduct and a declaration signed by the Managing Director of the Company is appearing elsewhere in the Annual Report.

COMPLIANCE WITH LISTING AGREEMENT
Our Company is listed on Bombay Stock Exchange Limited from 08.01.2015 ,Earlier it was listed on Ahmedabad Stock Exchange Limited, Delhi Stock Exchange Limited and Jaipur Stock Exchange Limited.

PAYMENT OR BENEFITS
No amount or benefit (other than salary) has been paid or given by Our Company within two preceding years or intended to be given to any officer of Our Company.

LOAN TAKEN BY DIRECTORS/ KEY MANAGEMENT PERSONNEL
Our Company has not provided any loan to Directors / Key Managerial Personnel.