CONSECUTIVE INVESTMENTS AND TRADING COMPANY LIMITED

DIRECTOR REPORT

The Members,

Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company along with the Audited Financial Accounts for the Financial Year ended 31st March 2015.

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING AND STATE OF AFFAIRS DURING THE YEAR.

The profits of the company have decreased. The profit/loss before tax of the Company have suffered is Rs 4.99 lacs during the period under review.

3. OPERATIONS.

there were no such heavy operations carried out by the Company during the year under review.

4. CHANGE IN THE NATURE OF BUSINESS. IF ANY

Your Directors are please to inform you that there were no change in the nature of business of your Company  during the Financial Year under review

5. DIVIDEND

As there is no profit earned by your Company during the year, therefore your Directors has not recommended any dividend for the Financial Year under review.

6. CHANGE OF NAME

Company has not changed its name during the year under review.

7. SHARE CAPITAL

a. Your Directors ensures that during the year under review your Company has:

i) Issued and alloted 2,15,00,000 equity shares of Rs 10 per share on preferential basis.

b. Your Director further ensures that during the year under review company has not:

i) Bought back any of its securities;

ii) Not issued any Sweat Equity Shares;

iii) Not issued any Bonus Shares; and

iv) Not provided any Stock option Scheme to the employees.

8. DIRECTORS AND KEY MAMGERIAL PERSONNEL

> Resignations:

Mr. Prasun Das ceased to be Non - Executive Director of your company vide his resignation letter. The reason for his resignation was their professional engagement elsewhere due to which they are unable to devote their time for the company. The Board of Director of your company appreciates the services rendered by them.

> Appointments:

The Board of Directors of the Company in its Board Meeting which concluded on the 10th of Feburuary, 2015 appointed Mr Rajendra Kumar Jain as the Additional Director (Independent category) of the company pursaunt to Section 149 of the Companies Act 2013, read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 20104 to held the office till the conclusion of the 33rd Annual General Meeting which will held on 28th September 2015, subject to ratification by the members. The Additional Director ( Independent category) has the option to retire from the office at any time during the term of appointment.

> The Board of Directors of the Company in its Board Meeting which concluded on the 28th March, 2015 appointed Ms. Rinku Adhikary as the Women Additional Director (Independent category) of the company pursuant to Section 149 of the Comapnies Act 2013, read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 to held the office till the conclusion of the 33 rd Annual General Meeting which will held on 28th September 2015, subject to ratification by the members. The Additional

AUDIT COMMITTEE

The Audit Committee of the Company constituted pursuant to Section 177 of the Companies Act, 2013 by the Board is headed by the Mr. Rajendra Kumar Jain, Independent Director of the company, and eminent persons of high credentials and of considerable professional experience. As on close of business hours of March 31, 2015 the Board of Audit Committee comprised of three directors as mentioned below

13. AUDITORS

The Auditors, M/s RJain & Associates, Chartered Accountants (FRN 009988C), have been appointed as Statutory Amiitors for a period of 5 years in the Annual General Meeting held on 30th of September, 2014 who are going to be ratified at the ensuing Annual General Meeting and they have shown their willingness to be continue office as Statutory Auditor at the ensuing Annual General Meeting held on 28th September 2015.

14. AUDITORS1 REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfoiatorv and do not call for any further comments.

15. SECRETARIAL AUDIT REPORT

Your Director appointed M/s Anurag Fatehpuria, (CP No. 12855), a practicing Company Secretary, as Secretarial Auditor  pursuant to section 204 of the companies act, 2013 read with 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 2014 - 15.

The Secretarial Audit Report in form MR 3 is given as Annexure I forming part of this report.

16. EXTRACT OF ANNUAL RETURN

Your company, pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, has given in Annexure II an extract of Annual Return as forming part of this report Director(Independent category) has the option to retire from the office at any time during the term appointment.

> Appointment of Key Managerial Personnel:

Your Directors of the Company in its meeting proposed the appointment of Mr Vijay Kumar Jain as the Managi Director of the Company for five consecutive years up to 31st March, 2019 and Mr Nabin Kumar Samanta as Company Secretary of the Company pursuant to Section 203 of the Companies Act, 2013. The members Oil. to coiapa in the 32nd Annual General Meeting ratified the appointment of Mr. Vijay Kumar Jain as the Managing Director of Company for five consecutive years up to 31st March, 2019 and Mr Nabin Kumar Samanta as the CS. The K Managerial Personnel has the option to retire from office at any time during the term of their appointment

> Retire by Rotation

Mr Sushil Kumar Sharma, who retire by rotation at the ensuing annual general meeting pursuant to section 52 of t Companies Act, 2013 and being eligible offer himself for re-appointment. Your Director recommends his appointment.

9. DECLARATION BY INDEPENDENT DIRECTOR

Your Company has received declaration from all the Independent Directors of the Company, pursuant to 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 excel of the threshold limit, pursuant to Rule 2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

11. MEETINGS

> BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 2014-15 thirteen (13) Board Meetings were held, the dates of meeting being 28 April,2014; 21 May,2014; 28May,20 i >; 2ju.itf, 201-4; 30June, 2014; 14July, 2014; 8Ausgust, 2014; 12August, 2014; 14August,2014; 5December,2014; 22December, 2014; 10February,2015; and 28March, 2015. The intervening gap between the any two meetings held during the year was not more than one hundred and twenty days.

> 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 2014 - 15 Four (4) meeting of the Committee was held, the date of the meeting 2014; 18 July, 2014; 21 October, 2014; 17 January, 2015 and 26 March, 2015.

12. COMPOSITION OF BOARD OF DIRECTORS AND COMMITEES

S . MATERIAL CHANGES AND 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.

18. 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.

19. 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.

 In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressed) Act, 2013" has been notified with effect from 9th December, 2013.

As per section 4 read with section 6 of the said act companies having 10 employees or more shall be required to constitute Internal complaint committee. Your Directors are pleased to inform that as the number of employees in your company is below the threshold limit, hence, it is not required to constitute such committee.

Pursuant to Section 186(11) of the Companies Act, 2013 read with Rule 11 of the Companies (Meeting and Power of the Board) Rules, 2014, except sub section 1, your directors are pleased to inform you that your company has not made any investment through more than two layers of investment companies.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

P u r s u a n t to Section 188 of the companies Act, 2013, 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. Your Directors ensures that related parties transaction entered into by the company during the year under review is enclosed in the Auditor's Report.

23. CORPORATE GOVERNANCE

P u r s u a n t to SEB1 circular No. CIR/CFD/POLICY CELL/7/2014 issued as on September 15, 2014 the clause 49 of the listing agreement is made voluntary on certain classes of companies and consequently the application of clause 49 was voluntary on your company.

24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to section 134 of the Companies Act, 2013 the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

25. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invest attraction, retention and development of talent on an ongoing basis. A number of programs that provide focuscd peoj attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation a job enlargement.

26. RISK MANAGEMENT

The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This frame seeks to minimize adverse impact on the business objectives and enhance the Company's competitive advantage. T risk framework defines the risk management approach across the enterprise at various levels. To strengthen the ri management framework, company has formed segment level risk committees to identify, analyze and mitigate I potential risks.

27. CORPORATE SOCIAL INITIATIVES

Since the average net profit of the Company as required to be computed under Section 135 of the Companies Act, 2013 and rules made there under of the Act is below Rs. 5 Crores, the Company has not establish Corporate Social Responsibility Committee.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concen details of which have been given in the Corporate Governance Report. The Whistle Blower Policy as approver by the Board is uploaded on the Company's website.  

29. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowled and ability, confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed aloe with proper explanation relating to material departures;

b. They had selected such accounting policies and applied them consistently and made judgments a estimates that are reasonable and prudent so as to give a true and fair view of the state of affair 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 accordance with the provisions of this Act for safeguarding the assets of the company and for prevent and detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

e. They had devised proper systems to ensure compliance with the provisions of all applicable laws a that such systems were adequate and operating effectively

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pvn-uant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012. As Your Company has not declared and paid any Dividend hence nil amount is lying unpaid or unclaimed for a period of seven years since 2008. Accordingly, your company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

3 3. A CKNOWLEPGEMENTS

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

CONSECUTIVE INVESTMENTS

H TBADINQJJOMPANY LIMITS!

Vij ay Kumar Jain

Managing Director

DIN 01376813