To,
The Members,
Your Directors have pleasure in presenting their 42nd Annual Report on the
business and operations of the Company and the accounts for the Financial Year ended March
31, 2024.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY.
Your Board is pleased to present the highlights of the Standalone & Consolidated
financial statement of your company for the financial year 2023-24 and 2022 23 as under:
STANDALONE
(Rupees in Lakhs)
Particulars |
2023-2024 |
2022-2023 |
| Profit Before Tax |
38.58 |
13.24 |
| Provision For Tax |
21.79 |
3.32 |
| Amount Transferred to Reserves |
16.79 |
9.92 |
Transfer to contingent provisions against standard assets |
0.00 |
0.00 |
| Share of Profit of Associates |
- |
- |
| Profit & Loss for the year |
16.79 |
9.92 |
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF
COMPANY’S AFFAIR
The profit of the company (PAT) for the year under review is Rs 16.79 (Lakhs) as
against profit of Rs 9.92 (Lakhs) in the previous year.
3. CHANGE IN THE NATURE OF BUSINESS
Your Directors are please to inform you that there was no change in the nature of
business of our Company during the Financial Year under review.
4. DIVIDEND
Your Directors decided and declare to plough back the profits for the year under review
into the growth opportunities which shall create value for the shareholders and therefore
does not recommend any dividend for the year under review.
5. RESERVES
Your company has not transferred any amount to the reserves of the company.
6. CHANGE OF NAME
Your company’s name is CONSECUTIVE INVESTMENTS & TRADING COMPANY LIMITED
and there is no change in its name during the year under review.
7. SHARE CAPITAL
During the year under review, your Company has allotted New Shares through Preferential
Shares 50,00,000 amounting to 100,00,000 divided into 50,00,000 Equity Shares of face
value of 10 each. During the year under review, your Company has increased authorized
share capital of the company upto Rs. 10,00,00,000 The Authorized Share Capital of the
Company is Rs. 10,00,00,000/- comprising of 1,00,00,000 equity share of Rs.10/- each and
the issued, subscribed and paid-up Share Capital of the Company is Rs. 8,00,75,000/-
comprising of 80,07,500 equity share of Rs.10/- each fully paid up as at 31st March, 2024.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 and
Articles of Association of the Company, Mr Himanshu Shah Director of the Company, retires
by rotation at the ensuing Annual General Meeting and being eligible has offered himself
for re-appointment.
During the year under review Mr. Himanshu Shah appointed as Managing Director of the
company and Mr. Avanish Chauhan appointed as Chief Financial Officer of the Company as on
01.02.2024.
During the year company secretary Nabin Kumar Samanta resigned as on 15.01.2024.
Due to change in control of the company Vijay Kumar Jain (Managing Director), Vijay
Vasisth (CFO), Subodh Kumar Jain (Non-Executive Independent Director), Mrs. Smita Murarka
(Non-Executive Non Independent Director) resigned from the company as on 12.08.2024.
Due to change in control of the company Mrs Preeti appointed as Non Executive
Independent Director of the company as on 12.08.2024 and Mrs. Deepa Garg appointed as Non
Executive Independent Director of the company as on 29.082024.
Due to change in control of the company Ms. Shafali Nehariya appointed as Company
Secretary cum compliance officer of the company as on 30.05.2024.
9. DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received declaration from all the Independent Directors of the
company, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 stating
that they meet the criteria of Independence as laid down under section 149(6) of the
Companies Act, 2013.
10. PARTICULARS OF EMPLOYEES
Your Directors ensures that none of the employees of your company is in receipt of
salary and / or remuneration in excess of the threshold limit, pursuant to the provisions
of Rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
11. MEETING
a) Board Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the Financial Year 2023-2024 Nine (9) Board Meetings were held, the dates of the meeting
being 29/05/2023, 14/08/2023,09/10/2023, 07/11/2023, 16/12/2023, 15/01/2024, 08/02/2024,
28/02/2024 and 04/03/2024. The intervening gap between any two meetings held during the
year was not more than one hundred and twenty days.
b) Audit Committee Meeting
A calendar of Audit Committee Meetings is prepared and circulated in advance to the
Members of the Committee. During the Financial Year 2022-23 four (4) meeting of the
Committee was held, the date of the meetings was 29/05/2023, 14/08/2023, 07/11/2023 and
08/02/2024.
c) Nomination & Remuneration Committee.
A calendar of Nomination and Remuneration Committee Meeting is prepared and circulated
in advance to the Members of the Committee. During the Financial Year 2023 24 five (4)
meeting of the Committee was held, the date of the meeting was 29/05/2023, 09/10/2023,
15/01/2024 and 31/03/2024.
d) Shareholders Grievance Committee Meeting. A calendar of Shareholders Grievance
Committee Meeting is prepared and circulated in advance to the Members of the Committee.
During the Financial Year 2023 24 four (4) meeting of the Committee was held, the date of
the meeting were 21/04/2023, 21/07/2023., 21/10/2023 and 21/01/2024
e) Risk Management Committee Meeting.
A calendar of Risk Management Committee Meeting is prepared and circulated in advance
to the Members of the Committee. During the Financial Year 2023-2024 one (1) meeting of
the Committee was held, the date of the meeting were 31/03/2024
12. COMPOSITION OF BOARD OF DIRECTORS AND COMMITEES. ? BOARD OF DIRECTORS
The Board of the company is headed by Mr. Vijay Kumar Jain of the company, an
eminent person of high credentials and of considerable professional experience who
actively contributed in the deliberation of the Board. As on close of business hours of
March 31, 2024 the Board comprised of four directors as mentioned below:
| Sl. No |
Name |
DIN |
Category |
Designation |
| 1. |
VIJAY KUMAR JAIN |
01376813 |
Executive |
Managing Director |
| 2. |
SMITA MURARKA |
07448865 |
Non-Executive |
Director |
| 3. |
KANTA BOKARIA |
09278050 |
Non-Executive |
Independent Director |
| 4. |
SUBODH KUMAR JAIN |
02564952 |
Non-Executive |
Independent Director |
| 5. |
HIMANSHU SHAH |
07804362 |
Executive |
Managing Director |
? AUDIT COMMITTEE
The chairman of the Audit Committee of the Company constituted under Section 177 of the
Companies Act, 2013 by the Board is headed by the Mrs. Kanta Bokaria, (DIN: 09278050)
Independent Director of the company. She is an eminent lady of high credentials and of
considerable professional experience. As on close of business hours of March 31, 2024 the
Board of Audit Committee comprised of four directors as mentioned below.
| SL.NO |
NAME |
DIN |
DESIGNATION |
| 1. |
VIJAY KUMAR JAIN |
01376813 |
Managing Director |
| 2. |
SUBODH KUMAR JAIN |
02564952 |
Independent Director |
| 3. |
KANTA BOKARIA |
09278050 |
Independent Director |
? NOMINATION & REMUNERATION COMMITTEE
The chairman of the Nomination and Remuneration Committee of the Company constituted
under Section 178 of the Companies Act, 2013 by the Board is headed by Mrs. Kanta Bokaria
(DIN: 09278050) Independent Director of the company. She is an eminent lady of high
credentials and of considerable professional experience. As on close of business hours of
March 31, 2024, the Board of Nomination and Remuneration Committee comprised of three
directors as mentioned below.
| Sl. No. |
Name |
DIN |
Designation |
| 1. |
SMITA MURARKA |
07448865 |
Non-Executive Director |
| 2. |
SUBODH KUMAR JAIN |
02564952 |
Independent Director |
| 3. |
KANTA BOKARIA |
09278050 |
Independent Director |
? SHAREHOLDERS GRIEVANCE COMMITTEE
This committee was headed by Mrs. Kanta Bokaria (09278050), Independent Director of the
company. She is an eminent person of high credentials and of considerable professional
experience. As on close of business hours of March 31, 2024 the Board of Shareholders
Grievance Committee comprised of three directors as mentioned below.
| Sl. No |
Name |
DIN |
Designation |
| 1. |
SMITA MURARKA |
07448865 |
Non-Executive Director |
| 2. |
SUBODH KUMAR JAIN |
02564952 |
Independent Director |
| 3. |
KANTA BOKARIA |
09278050 |
Independent Director |
? RISK MANAGEMENT COMMITTEE
The chairman of the risk Management Committee of the Company is headed by Mrs. Kanta
Bokaria (DIN: 09278050) Independent Director of the company. She is an eminent lady of
high credentials and of considerable professional experience. As on close of business
hours of March 31, 2024, the Board of Risk Management Committee comprised of four
directors as mentioned below.
| Sl. No. |
Name |
DIN |
Designation |
| 1. |
VIJAY KUMAR JAIN |
01376813 |
Managing Director |
| 2. |
SMITA MURARKA |
07448865 |
Non-Executive Director |
| 3. |
SUBODH KUMAR JAIN |
02564952 |
Independent Director |
| 4. |
KANTA BOKARIA |
09278050 |
Independent Director |
13. DETAILS OF SUBSIDIARY/JOINT VENTURES / ASSOCIATE COMPANIES
Pursuant to the provisions of section 129 of the Companies Act, 2013 and the rules
framed there under, if any, the statement containing the salient feature of the financial
statement of a company's subsidiary or subsidiaries, associate company or companies and
joint venture or ventures as forming part of this report. Your Director is please to
inform you that as on the close of the 31st March, 2023 your company has no
subsidiary/joint venture/associate company.
14. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Your directors are pleased to inform you that the company has adopted a vigil mechanism
which comprises whistle blower policy for directors, employees, and vendors of the
company. This policy provides a formal mechanism for Directors employees and vendors to
approach the chairman of Audit committee to report concerns about unethical, actual or
suspected fraud or violation of company code of conduct and thereby ensuring that
activities of the company are conducted in a fair and transparent manner. The policy is
also available at the company website.
15. STATUTORY AUDITORS AND THEIR REPORT
M/s B M Chatrath & Co LLP, Chartered Accountants, (FRN: 301011E/E300025) was
appointed as an Statutory Auditors of the Company at the 39th Annual General
meeting of the Company for a term of five years to hold office till the conclusion of 44th
Annual general meeting. The company has received certificate from the Auditors to the
effect that the appointment is in accordance with the limit specified under section 139(9)
of the Companies Act, 2013. M/s B M Chatrath & Co LLP, Chartered Accountants, (FRN:
301011E/E300025) resigned from statutory auditor of the company as on 13.08.2024 due to
pre occupation in other assignment. To fill casual vacancy the board of directors
appointed M/s SK Bhavsar & Co., Chartered Accountant as on 29.08.2024.
16. SECRETARIAL AUDIT REPORT
Your Directors has appointed Ms. Dharti Patel, a Practicing Company Secretary, as
Secretarial Auditor pursuant to the provisions of section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration of Managerial Person) Rules,
2014, to undertake the secretarial audit of the company for the financial year 2023-24.
The Secretarial Audit Report in form MR 3 is given as Annexure III forming part of
this report. The Secretarial Auditors' Report for the financial year 2023 24 does not
contain any qualification, reservation or adverse remark. Notes to Accounts and Auditors
remark in their report are self - explanatory and do not call for further comments.
17. INTERNAL AUDIT & CONTROL
The company has appointed M/S KISHAN PATEL & ASSOCIATES, Chartered Accountants Firm
Registeration Number 151358W as on 22/05/2024 as its Internal Auditor of the company.
18. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND ADEQUECY.
The Board of Directors of the company is responsible for ensuring the IFC have been
laid down in the company and that such control is adequate and operating effectively. Your
directors ensure final IFC framework has been laid down in your company and it is
commensurate with the size scale and complex of its operation.
19. EXTRACTS OF ANNUAL RETURN.
In accordance with the companies Act, 2013, the annual Return in the prescribed format
is available on the website of the company at www.consecutiveinvestments.com .
20. MATERIAL CHANGES & COMMITMENTS
Your Director ensures that no material changes occurred subsequent to the close of the
financial year of the Company to which the balance sheet relates and the date of the
report that affecting the financial position of the company.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulators or Courts or
Tribunals during the year impacting the going concern status of the company and its future
business and operations.
22. DEPOSITS
Your Company has not accepted any Deposits from public within the meaning section 73 of
the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during the
year under review.
23. DISCLOSURE OF SEXSUAL HARASSMENT OF WOMEN AT WORK PLACE
In order to prevent sexual harassment of women at work place a new act "The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013"
has been notified with effect from 9th December, 2013. As per section 4 read with section
6 of the act applies to companies having 10 employees or more and such companies shall be
required to constitute internal complaint committee. Your Directors are pleased to inform
you that as the number of employees in your company is below the threshold limit, hence,
it is not required to constitute such committee. Your directors are also pleased to inform
you that there is no such case has been reported during the year under review.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION.
Your directors are also pleased to inform you that your company has not made any
investment through more than two layers of investment companies during the year under
review
25. RISK MANAGEMENT COMMITTEE
The Board of Directors of the Company has formed a Risk Management Committee for
identification, evaluation and mitigation of External and Internal Material Risk. The
Committee shall establish a framework for the Company’s risk management process and
to ensure its implementation. The
Committee shall periodically review the risk management process and practices of the
Company and establish procedure to mitigate risks on a continuing basis.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.
The particulars of every contract or arrangements entered into by the Company with
related parties including certain arm's length transactions thereto shall be disclosed in
AOC 2. The details are annexed herewith and marked as Annexure V
27. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. Your Company has also
implemented several best corporate governance practices as prevalent globally. The Company
Corporate governance ensuring transparency, accountability, integrating in all its
relations with all the stakeholders (i.e. Investors, Suppliers, Shareholders, Customers,
Government) with a view to increase the value of all of them.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO.
Pursuant to the provisions of section 134 of the Companies Act, 2013 the details of
conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:
| Conservation of energy |
NIL |
| Technology absorption |
NIL |
| Foreign exchange earnings and |
NIL |
| Outgoing |
|
29. HUMAN RESOURCES
Your Company treats its "Human Resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and development of
talent on an ongoing basis. A number of programs that provide focused people attention are
currently underway. Your Company thrust is on the promotion of talent internally through
job rotation and job enlargement.
30. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirms that: a. In the preparation of the annual
accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; b. They had 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 and of the profit and loss of the company for that period; c.
They had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities; d. They had
prepared the annual accounts on a going concern basis;
They had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND.
Pursuant to the provisions of the Investor Education Protection Fund (IEPF) and the
rules framed there under, your directors ensure that there was no unpaid/unclaimed
dividend declared and paid last year, the provisions of Section 125 of the Companies Act,
2013 does not apply.
32. LISTING ON STOCK EXCHANGES.
The Equity Shares of the Company are listed in Bombay stock Exchange Ltd. (BSE) &
Calcutta Stock Exchange Limited (CSE) and necessary Listing Fees paid upto date.
33. ACKNOWLEDGEMENT
Your Board would like to record its appreciation for the co operation and support
received from its employees, shareholders and all other stakeholders. Your Board wishes to
place on record its deep appreciation of the Independent Directors and Non-Executive
Directors of the Company for their great contribution by way of strategic guidance,
sharing of knowledge, experience and wisdom which help your company to take the right
decision in achieving its goals.
|
For and on Behalf of the Board of Directors |
|
Sd/- |
Date: 06/09/2024 |
Himanshu C Shah |
Place: Kolkata |
(Managing Director) |
Registered Office: |
|
| 23, Ganesh Chandra Avenue, |
|
| 3rd Floor |
|
| Kolkata-700013 |
|
|