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Directors Report of CIL Securities Ltd.
Mar 31, 2025
The Board takes pleasure in presenting the 42nd Annual Report of the Company along with the Audited Financial Statements and other reports for the year ended 31st March, 2025.
NATCO has two business segments, Pharmaceuticals and Agrochemicals. Pharmaceuticals constitute a major portion of the revenue, where export formulations contribute a major portion of the pharmaceuticalâs revenue followed by API. Export formulations business focuses on high entry barrier and complex products and comprises of customers in US, Canada, Brazil, Asia-Pacific and other countries. API business is backward integrated making the business strategic in
nature by serving its captive requirements. Capabilities in APIs include complex multi-step synthesis & scale-up, advanced synthetic/ separation technologies, containment facility for handling high potency APIs, synthesis of peptide (solid phase pharmaceuticals, oligo nucleotide pharmaceuticals etc., and a well-established process safety engineering lab. Our R&D capabilities are demonstrated by complex and niche product filings in formulations and API segments. Agrochemicals business segment is carried under Crop Health Sciences division of the Company. It has successfully launched broad-spectrum insecticide Chlorantraniliprole (CTPR) and its combination products in India across key agrarian states. It is focused on establishing a product portfolio through crop phenology analysis and also explore export opportunities.
|
FINANCIAL SUMMARY |
(Rs. in million) |
|||
|
STANDALONE |
CONSOLIDATED |
|||
|
PARTICULARS |
Year ended 31st March 2025 |
Year ended 31st March 2024 |
Year ended 31st March 2025 |
Year ended 31st March 2024 |
|
Net Revenue /Income |
44,158 |
36,736 |
47,840 |
41,269 |
|
Gross profit before interest, depreciation, amortisation and impairment |
24,656 |
17,417 |
25,505 |
18,795 |
|
Finance Cost |
196 |
145 |
239 |
192 |
|
Profit before depreciation amortisation and impairment - (Cash Profit) |
24,460 |
17,272 |
25,266 |
18,603 |
|
Depreciation amortisation and impairment |
2,200 |
1,719 |
2,352 |
1,868 |
|
PBT before exceptional items |
22,260 |
15,553 |
22,914 |
16,735 |
|
Exceptional items |
- |
- |
- |
- |
|
Profit before Tax (PBT) |
22,260 |
15,553 |
22,914 |
16,735 |
|
Provision for Tax -Current |
4,075 |
2,848 |
4,376 |
3,165 |
|
Provision for Tax -Deferred |
(319) |
(361) |
(296) |
(313) |
|
Profit after Tax |
18,504 |
13,066 |
18,834 |
13,883 |
|
Other comprehensive income (OCI) |
(13) |
76 |
(240) |
149 |
|
Total Comprehensive income for the year |
18,491 |
13,142 |
18,594 |
14,032 |
|
The details of the Companyâs operations have been further discussed in detail in the Management Discussion and Analysis Report. |
||||
|
DIVIDEND The Company declared three interim dividends for the FY 2024-25, the details of which are as follows: |
||
|
S. Date of Board Meeting No. |
Date of payment |
Interim dividend declared on per equity share of face value J 2/- each (amount in J) |
|
1. 12th August, 2024 |
30th August, 2024 |
3.00 |
|
2. 12th November, 2024 |
4th December, 2024 |
1.50 |
|
3. 12th February, 2025 |
28th February, 2025 |
1.50 |
|
Total |
6.00 |
|
The total dividend pay-out amounted to H 1075 million resulting in a pay-out of 5.81 % of the standalone profit after tax of the Company. The three Interim Dividends have been paid to all eligible shareholders. Accordingly, your Directors recommend that the above three interim dividends be treated as the final dividend of the Company for the Financial Year 2024-25. The Dividend Distribution Policy is available on the website of the Company at https://admin.natcopharma.co.in/wp-content/ uploads/2025/05/Dividend-Distribution-Policy.pdf
The Company has not transferred any amount to the general reserve for the financial year ended 31st March, 2025.
The issued and subscribed share capital of the Company as on 31st March, 2025, stood at H 358 million divided into 17,91,09,870 equity shares of H 2/- each as against H 358 million divided into 17,91,09,870 equity shares of H 2/- each as on 31st March, 2024.
During the year under review, there is no change in the Share Capital of the Company.
During Financial Year 2024-25, the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore no amount of principal or interest was outstanding, as on the date of balance sheet.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of business of the Company or any of its Subsidiaries.
The Company has eleven (11) international subsidiaries including (2) step-down subsidiaries as on 31st March, 2025. The consolidated financial statement of the Company and all its subsidiaries prepared under Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 form part of the annual report.
The Company has not acquired any other Subsidiary Company nor any of the existing Subsidiary Company(s) are ceased to become Subsidiary of the Company during the Financial Year 2024-25.
However, the Board of Directors of the Company at their meeting held on 23rd July, 2025 approved the following:
1. Incorporation of a wholly owned subsidiary under the name NATCO Pharma South Africa Proprietary Limited in South Africa.
2. Liquidation of wholly owned subsidiary Time Cap Overseas Limited, Mauritius and directly hold the investment in NatcoFarma Do Brasil Ltda.
Further, a Statement containing the salient features of the Financial Statements of the Subsidiaries in the prescribed Form AOC-1, is attached as âAnnexure - Iâ to this Boardâs Report.
This Statement also provides the details of the performance and financial position of each Subsidiary.
In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements and related information of the Subsidiaries, where applicable, will be available for inspection during regular business hours i.e., from 9:00 a.m. to 5:30 p.m. at the Companyâs registered office in Hyderabad, Telangana, India.
MATERIAL SUBSIDIARIES
As per Regulation 16(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), a âmaterial subsidiaryâ to mean a subsidiary, whose turnover or net worth exceeds ten percent of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. None of the Subsidiary Companies are material subsidiary to the Company based on the turnover or net worth as on March 31,2025.
In addition to the above, Regulation 24 of the Listing Regulations requires that at least one Independent Director on the Board of Directors of the listed entity shall be a Director on the Board of Directors of an unlisted material subsidiary, whether incorporated in India or not. For the purpose of this Regulation, material subsidiary means a subsidiary, whose turnover or net worth exceeds twenty percent of the consolidated turnover or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Accordingly, the said provision of the appointment of an Independent Director of the Company in the Board of the material subsidiary Company is not applicable, since, the prescribed limits are not exceeded by the Company.
The other requirements of Regulation 24 of the Listing Regulations with regard to Corporate Governance requirements for Subsidiary Companies have been complied with.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company provides investments, loans and guarantees to its subsidiaries /other Companies for its business purpose. Details of investments, loans and guarantees covered under Section 186 of the Companies Act, 2013, form part of the notes to the financial statements provided in this Annual Report.
CORPORATE GOVERNANCE AND ADDITIONAL SHAREHOLDERS INFORMATION
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), a detailed report on the Corporate Governance systems and practices of the Company is given under Corporate Governance Report which is part of this Annual Report.
A certificate from CS D. Renuka, Company Secretary in Practice (C.P. No. 3460) on the compliance with the conditions of Corporate Governance is part of the Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed report on the Management Discussion and Analysis is provided as a separate chapter in this Annual Report.
In accordance with the provisions of the Companies Act, 2013, Sri Rajeev Nannapaneni (DIN: 00183872) Director is liable to retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting of the Company.
During the year under review, there is change in the composition of the Board of Directors of the Company, given below are the changes taken place:
1. Board of Directors of the Company at their meeting held on February 14, 2024, based on the recommendations of Nomination and Remuneration Committee have recommended the appointment of Sri A.D.M. Chavali (DIN: 00374673) and Sri D. Vijaya Bhaskar (DIN:07158951) as Independent Directors of the Company for a period of 5 (five) years i.e., from April 1,2024 till March 31, 2029 and the same was approved by the members of the Company through Postal Ballot on March 26, 2024.
2. Board of Directors of the Company at their meeting held on August 12, 2024, based on the recommendations of Nomination and Remuneration Committee approved the appointment of Sri Lakshminarayana B. (DIN: 02766709),
Dr. Kantipudi Suma (DIN: 02734369) and Sri Nitin Jain (DIN: 00136245) as Additional Directors (Non-Executive Independent Directors) of the Company for a period of 5 (five) years i.e., from August 12, 2024 till August 11,2029 and the same was approved by the members of the Company at the Annual General Meeting held on September 30, 2024.
3. Further, Dr. M.U.R. Naidu, Independent Director of the Company vacated the office upon his demise on July 30, 2024.
4. Dr. T.V. Rao (DIN: 05273533) and Dr. Leela Digumarti (DIN: 06980440), Independent Directors of the Company completed their 2nd term of five years with effect from August 24, 2024 and September 21,2024 respectively.
5. Dr. Pavan Ganapati Bhat, (DIN: 09691260), Director & Executive Vice President (Technical Operations) of the Company has resigned with effect from the close of the business hours on February 12, 2025.
A formal annual evaluation has been made by the Board of its own performance, Chairman of the Board, its Committee(s) and individual Director(s). The performance evaluation has been done by the entire Board of Directors, excluding the Director being evaluated. Various evaluation techniques are used to assess the performance of the Directors. The Directors have participated in this evaluation process. The Independent Directors in their separate meeting have also evaluated the performance of the Chairman of the Company, Non-Independent Directors and the Board as a whole.
APPOINTMENT OF DIRECTOR(S), KM PS AND REMUNERATION POLICY
The assessment and appointment of members to the Board is based on a combination of criterion that includes ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required for the position. The Independent Board member is also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).
In accordance with Section 178(3) of the Companies Act, 2013 and on recommendations of Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Managerial Personnel (KMPs) and Senior Management which is available on the website of the Company. https://admin.natcopharma.co.in/wp-content/uploads/ 2025/05/Remuneration-Policy.pdf
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). The Independent Directors have also confirmed that they have complied with the Companyâs Code of Conduct.
The Board of Directors of the Company has appointed Sri D. Vijaya Bhaskar (DIN:07158951), Chairperson of Independent Directors meeting as lead independent director to ensure robust independent leadership of the Board.
The role of lead independent director is to provide leadership to the Independent Directors, liaises on behalf of the Independent Directors and ensures the Boardâs effectiveness in maintaining high-quality governance of the organization and effective functioning of the Board.
REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORâS DATABANK
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by Indian Institute of Corporate Affairs.
All the Independent Directors of the Company have given their respective declaration/disclosure(s) under Section 149(7) of the Act and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) and have confirmed that they fulfil the independence criteria as specified under Section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Further, the Board after taking these declaration/ disclosure(s) on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.
The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge
the assigned duties and responsibilities as mandated by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 diligently.
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES AND OTHER COMMITTEES
The Board currently has nine (9) Committees, namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Compensation Committee, Corporate Social Responsibility Committee, Risk Management Committee, Committee Dealing with Land Property, Buyback Committee and Environmental, Social and Governance Committee.
A detailed update on the Board, its composition, detailed charter including terms of reference of various Board Committees, number of Board and Committee meetings held during the Financial Year 2024-25 and attendance of the Directors is provided in the Corporate Governance Report, which forms part of the Annual report.
All the recommendations made by the Committee(s) of the Board including the Audit Committee were accepted by the Board.
MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held on 12th February, 2025, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.
The Company has a risk management mechanism in place to manage uncertainties through identification, analysis, assessment, implementing and monitoring to reduce the impact of risks to the business which is discussed in detail in the Management Discussion and Analysis section of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT
No material changes and commitments have occurred after the close of the financial year till the date of this report which may affect the financial position of the Company.
BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT
The Company has adopted the Business Responsibility and Sustainability Report (BRSR) in the format specified by SEBI for Financial Year 2024-25. The BRSR is forming part of this Annual Report.
The Company has in place adequate the Internal Financial Controls commensurate with the business operations of the Company which are operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosure.
The Companyâs plant, property, equipment and stocks are adequately insured against all major risks. The Company also has appropriate liability insurance covers particularly for product liability and clinical trials. The Company has also taken Directorâs and Officerâs Liability Policy to provide coverage against the liabilities arising on them.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013 in relation to Financial Statements of the Company for the year ended March 31,2025, the Board of Directors state 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) The Directors had selected such accounting policies and applied them consistently and made judgements 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) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) 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; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract(s) or arrangement(s) entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as âAnnexure - IIâ to this Boardâs Report.
The details of related party disclosures form part of the notes to the Financial Statements provided in this Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company believes in upholding professional integrity and ethical behaviour in the conduct of its business. To uphold and promote these standards, the Company has a Vigil Mechanism / Whistle Blower Policy which serves as a mechanism for its Director(s) and employee(s) to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The policy also provides employee(s) access to the Chairperson of the Audit Committee under certain circumstances. The details of the procedures are also available on the website of the Company https://admin.natcopharma.co.in/wp-content/uploads/ 2025/05/whistle-blower-policy-1.pdf
A brief note on the Whistle Blower Policy is also provided in the Report on Corporate Governance, which forms part of this Annual Report.
The Company has Internal Complaints Committees in place in all the units in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. A brief note on the same is provided in the Report on Corporate Governance, which forms part of this Annual Report.
STATUTORY AUDITORS
The members of the Company at their Annual General Meeting held on September 30, 2024 appointed M/s. B S R and Co (ICAI FRN: 128510W) as the Statutory Auditors of the Company
to hold the office for a period of five (5) years i.e. from the conclusion of 41st Annual General Meeting (AGM) held for the Financial year 2023-24 till the conclusion of the 46th AGM to be held for the Financial Year 2028-29.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of SEBI (LODR) Regulations, 2015 and all other applicable provisions, if any including any statutory modification or re-enactment thereof, CS B. Kiran Kumar with Certificate of Practice (CP) No. 15876, Proprietor, M/s. B K & Associates, a Practicing Company Secretary conducted the Secretarial Audit of the Company for Financial Year 2024-25.
The Secretarial Audit Report in Form No. MR-3 is attached as âAnnexure - IIIâ to this Boardâs Report.
Upon recommendation of the Audit Committee, the Board has re-appointed CS B. Kiran Kumar (CP No. 15876) Proprietor, M/s. B K & Associates, a Practicing Company Secretary as Secretarial Auditor of the Company to hold the office for a period of five (5) years i.e., from the financial year 2025-26 to 2029-2030, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the Company maintains the Cost Audit records which are required to be maintained.
The Board on the recommendation of the Audit Committee, re-appointed M/s. S.S. Zanwar & Associates (Firm Registration No.100283) as Cost Auditors of the Company for Financial year 2025-26. The provisions also require that the remuneration of the Cost Auditors be ratified by the shareholders and accordingly the same is put forward to the shareholders for their ratification in the ensuing Annual General Meeting. The Cost Audit report for the Financial Year 2024-25 will be filed with the Central Government within the stipulated timeline and the relevant Cost Audit report for FY 2023-24 was filed within the due date to the Central Government.
INTERNAL AUDITORS
The Board based on the recommendations of the Audit Committee has re-appointed M/s. Grant Thornton Bharat LLP as Internal Auditors of the Company for FY 2025-26 and the Internal Auditors will report to the Audit Committee and the Board of Directors of the Company.
AUDITORSâ QUALIFICATIONS/ RESERVATIONS/ ADVERSE REMARKS/ FRAUDS REPORTED
There are no Auditorsâ Qualifications or reservations or adverse remarks on the Financial Statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Section 143(12) of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
During Financial year 2024-25, there were no significant and/or material orders, passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companyâs operations in future.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Board formulated a Corporate Social Responsibility (CSR) Policy which is in full force and operation and is subject to monitoring by the CSR Committee of Directors from time to time.
The details about the CSR initiatives taken during the Financial Year 2024-25 are discussed in a separate head âCorporate Social Responsibilityâ which forms a part of this Annual Report.
The Annual Report on CSR activities of the Company is attached as âAnnexure - IVâ and Impact Assessment report issued by M/s. Deloitte Touche Tohmatsu India LLP is available on the website of the Company at https://www.natcopharma. co.in/investor-relations/annual-reports
TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, the declared dividends which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the said Act the details of which are disclosed in the Corporate Governance Report.
CREDIT RATING
The Companyâs credit ratings from ICRA on long term borrowings is âAAâ and on short term borrowings is âA1 â.
PARTICULARS OF EMPLOYEES
The information as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are attached as âAnnexure-Vâ to this Boardâs Report.
The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in an Annexure forming part of this Report.
In terms of the second proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said annexure is open for inspection at the Registered Office of the Company and any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as âAnnexure-VIâ to this Boardâs Report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is available on
the Companyâs website on https://www.natcopharma.co.in/ investor-relations/annual-reports
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.
To preserve environment, the Company has undertaken number of green initiatives which not only reduce burden on environment but also ensure secured dissemination of information. Such initiatives include energy saving, water conservation and usage of electronic mode in internal processes and control, statutory and other requirement(s).
The Board wish to place on record their appreciation to shareholders, Government Authorities, banks, business partners, medical practitioners and other stakeholders for the assistance, co-operation and encouragement extended to the Company. The Board also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companyâs success. The Board look forward to their continued unstinted support in future also.
Mar 31, 2024
The Board of Directors is pleased to present the company''s 35th Annual Report along with the Audited financial statements, for the financial year ended on 31st March, 2024.
FINANCIAL HIGHLIGHTS
The summary of the Company''s financial results for the financial year ended on 31st March, 2024 is furnished below:
|
(Rs. in Lakhs) |
||
|
Particulars |
Year Ended |
Year Ended |
|
31.03.2024 |
31.03.2023 |
|
|
Revenue from operation |
1,053.39 |
972.36 |
|
Other Income |
1.71 |
4.14 |
|
Total Income |
1,055.10 |
976.50 |
|
Total Expenses |
670.19 |
657.10 |
|
Profit Before Tax |
384.91 |
319.40 |
|
Less: Current Tax |
95.32 |
79.38 |
|
Current Tax relating to Previous Year |
- |
(19.34) |
|
Deferred Tax |
1.28 |
(0.22) |
|
Profit After Tax |
288.31 |
259.58 |
|
EPS: |
||
|
Basic |
5.76 |
5.19 |
|
Diluted |
5.76 |
5.19 |
The Company''s Profit after Tax for the year is Rs. 288.31 Lakhs compared to Rs. 259.58 Lakhs in the previous year. This represents the improved operational efficiency of the company during the year 2023-24.
With a view to conserve the resources of the Company, your Directors do not recommend dividend for the financial year ended on 31st March, 2024.
AMOUNT TRANSFERRED TO RESERVES:
Your Directors proposed to transfer amount of Rs. 28.83 Lakhs to General Reserve for the Financial Year ended on 31st March, 2024. An amount of Rs. 259.48 Lakhs is retained in the retained earnings.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company and the date of this report.
STATE OF THE COMPANY''S AFFAIRS
The Financial Year 2023-24 has proven to be extremely favorable for the financial markets, particularly the equity market segments. This period saw substantial gains across leading indices, with the most prominent index, the NIFTY-50, achieving an impressive 28.6% growth. The NIFTY-50 rose from a close of 17,359.75 in year 2023 to 22,326.90 at the end of this financial year.
In addition to the NIFTY-50, several other indices representing mid-cap, small-cap, micro-cap, and various sectoral and thematic equity baskets outperformed the NIFTY by significant margins. This widespread buoyancy in the secondary markets directly benefitted our company, given our primary business activity as a direct intermediary in this segment. Our performance across most financial parameters has been robust, as detailed in the Profit & Loss Account section of this Annual Report.
Throughout the year, the markets faced numerous challenges, including macroeconomic and geopolitical issues that frequently tested the market''s resilience. Despite these challenges, the core economies, particularly those in well-developed regions led by the US, showed solid growth. This growth was driven by emerging technologies in the AI and cloud computing spaces. The job market in the US remained strong, bolstered by new opportunities in the IT sector''s technological advancements.
Domestically, our economy maintained strong
momentum, particularly in the infrastructure and real estate sectors, which experienced significant growth, leading to a boom in real economy asset classes. This economic activity was mirrored in our tax collection numbers, with GST collections showing a continuous upward trend and reaching an unprecedented milestone of over two lakh crores in March.
During the financial year 2023-24, our company has earned operational revenue of Rs. 1,053.39 Lakhs and Profit After Tax (PAT) is Rs. 288.31 Lakhs, resulting in an Earnings Per Share (EPS) of Rs. 5.76.
Financial Year 2023-24 has been a year of encouraging performance of the company, driven by favorable market conditions and strategic positioning in the financial market intermediary space.
We look forward for scaling new heights in future too.
BUSINESS OUTLOOK FOR THE YEAR 2024-25
Continuing with the new found buoyancy in the securities dealing businesses, your company is comfortably positioned to achieve a decent growth in the year ahead. With the markets too showing a fresh tendency to overlook the challenges from the Geopolitical equations, from time to time, we have already seen a very encouraging beginning to this new financial year. While the Global Markets continue to present a pretty picture on overall Macro basis, the hard core local issues, have added new dimension of positivity to the Financial Markets and is likely to emerge stronger & throw up humongous opportunities to the Financial Intermediary players like us.
We are all geared up to tap these opportunities & envisage a robust outlook for the Financial year 202425.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Company''s state of affairs and various business aspects including market conditions, business opportunities, challenges etc. contained in the Management Discussion and Analysis Report, which forms integral part of this Annual Report.
The paid-up share capital of the company as on 31st March, 2024 is Rs. 500 Lakhs. During the Financial Year 2023-24, the Share Capital of the Company has remained unchanged.
Annual Return in Form MGT-7 is available on the Company''s website, the web link for the same is www.cilsecurities.com.
During the financial year, four board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Details of meetings held during the year are as follows:
|
Sl. No. |
Date of Meeting |
|
1. |
25th April, 2023 |
|
2. |
4th August, 2023 |
|
3. |
21st October, 2023 |
|
4. |
27th January, 2024 |
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR 2023-24A. RETIREMENT OF DIRECTORS BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Pramila Maheshwari and Mrs. Ashok Kumar Inani, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
B. CHANGE IN KEY MANAGERIAL PERSONNEL AND BOARD OF DIRECTORS:
During the year under review, there was no change in key managerial personnel and composition of the Board of Directors of the company.
However, the Board at its meeting held on 26th April, 2024 has noted completion of tenure of Mr. Budhi Prakash Toshniwal and Mr. Feroz Russi Bhote as Independent Directors of the Company and has appointed Mr. Om Prakash Jagetiya and Mr. Santosh Kumar Rathi as Additional Directors (category -Independent) of the Company w.e.f. 27th April, 2024 subject to member''s approval in the ensuing AGM.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Nomination, Remuneration and Evaluation Policy of the Company, adopted by the Board in accordance with the provisions of Section 178(3) of the Act based on the recommendations made by the Nomination and Remuneration Committee, lays down criteria for:
i. determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;
ii. appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management;
iii. determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and
iv. evaluation of the performance of the Board and its constituents.
The Company has uploaded the Nomination, Remuneration and Evaluation Policy on its website on www.cilsecurities.com.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
The annual performance evaluation of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out on 27th January, 2024 in the manner given below:
i. Performance evaluation of the Independent Directors was done by the entire Board (excluding the Director being evaluated);
ii. Independent Directors, in their separate meeting, reviewed the performance of the NonIndependent Directors and the Board as a whole (including its Committees); and
iii. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.
The Nomination and Remuneration Committee reviewed the results of the annual performance evaluation carried out in the financial year 2023-24 and expressed overall satisfaction on the performance of the Independent Directors, Non Independent Directors, Chairman and the Board as a whole (including its Committees). Accordingly, no corrective action was proposed to be taken pursuant to such evaluation results.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure I to this Report.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Our definition of ''Independence'' of Directors is derived from Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act and rules framed thereunder. The Independent Directors have also submitted a declaration that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations.
Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on 31st March, 2024:
a) Mr. Budhi Prakash Toshniwal and
b) Mr. Feroz Russi Bhote AUDITORS
i. Statutory Auditor''s Report
During the year under review, the Auditors have not made any qualification, reservation or adverse remark or disclaimer in their Report on the financial statements of the Company and a declaration to this has been attached with this report. There was no instance of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
ii. Statutory Auditors
At the 33rd Annual General Meeting (''AGM'') held on 17th June, 2022, M/s. Ramkishore Jhawar and Associates, Chartered Accountants (FRN: 003016S), was appointed as the Auditors of the Company for a period of five years from the conclusion of the said AGM. M/s. Ramkishore Jhawar and Associates will complete his present term on conclusion of 38th AGM. Ratification of their appointment by members in every Annual
General Meeting (AGM) is done away by Companies Amendment Act, 2017. Hence, no resolution to this effect is proposed in the Notice calling AGM.
Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 26th April, 2024 reappointed M/ s. Niranjan & Narayan, Chartered Accountants (FRN: 005899S) as the Internal Auditors of the Company for the financial year 2024-25.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on 26th April, 2024 re-appointed Mr. Govind Toshniwal, Practicing Company Secretary as Secretarial Auditor for the financial year 2024-25.
The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended 31st March, 2024 is set out in Annexure II to this Report.
B) Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year ended 31st March, 2024 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. Govind Toshniwal, Practicing Company Secretary has been submitted to the Stock Exchange within 60 days of the end of the Financial Year and same is set out in Annexure III to this Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loan or given any guarantee or provided securities during the financial year 2023-24. The particulars of Investments made during the financial year ended 2023-24 is provided in Notes to Financial Statements in Note No. 2 and 4.
Your Company has not accepted any deposits falling within the meaning of Section 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the Financial Year 2023-24. Further, there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.
Related Party transactions that were entered during the financial year were on Arm''s Length Basis and were in the Ordinary Course of Business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management and their relative, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval.
The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.cilsecurities.com.
WHISTLE BLOWER / VIGIL MECHANISM POLICY
Pursuant to the provisions of section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company at www.cilsecurities.com.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has not received any complaint of sexual harassment during the financial year 2023-24.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has well established procedures for Internal Financial Control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The Internal Audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.
Adequate Insurance cover has been taken for properties of the Company including Buildings, Computers, Office Equipment''s, Vehicles, etc.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO, INFORMATION UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013
The Company is not required to furnish information under the head ''Conservation of Energy'' as required under The Companies (Accounts) Rules, 2014.
The Company uses electric energy for its equipment''s such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken for economic consumption and to conserve the same. Technologically updated UPS Systems have also been installed for proper service support.
During the financial year 2023-24, there was no expenditure in foreign currency as Foreign Exchange earnings /outgo.
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, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed;
b. that the Directors 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 and of the profit of the company
for that period;
c. that the Directors have 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. that the Directors have prepared the annual accounts on a going concern basis;
e. that the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Pursuant to Regulation 34(3) of the Listing Regulations, Corporate Governance Report containing the details as required under Schedule (V)(C) of the said Regulations is annexed hereto and forms an integral part of this Report.
The Company''s shares are available for trading in both the depository systems viz. National Securities Depository Limited (NSDL) and the Central Depository Services India Limited (CDSL).
As on 31st March, 2024, a total of 49,43,694 Equity shares of the Company, which forms 98.87% of the Share Capital of the Company, stands dematerialized.
DEVELOPMENT AND IMPLEMENTAION OF RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in this report in Management discussions and Analysis section.
TRANSFER OF DIVIDEND/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In accordance with the provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund ("IEPF"). Accordingly, an amount of Rs. 53,189 (Rupees Fifty-
Three Thousand One Hundred and Eighty-Nine Only) being dividend for the financial year 2015-16 lying unclaimed for a period of 7 years was transferred by the Company during the financial year 2023-24 to the IEPF.
Pursuant to Section 124(6) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), the Company is, also, required to transfer all shares in respect of which dividend has not been claimed for 7 (Seven) consecutive years or more to the IEPF Authority.
Accordingly, 7,107 (Seven Thousand One Hundred and Seven) shares relating to financial year 2015-16 have been transferred by the Company during the financial year 2023-24 to the IEPF Authority.
Accordingly, the Members are hereby informed that the 7 Years period for payment of the dividend pertaining to Financial Year 2016-2017 will expire on 3rd November, 2024 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government.
The Due dates for the transfer of Dividends to Investor Education and Protection Fund (IEPF) pertaining to previous financial years are given Table 1.
COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY
The Company does not have the net worth of Rs. 500 Crore or more, or turnover of 1,000 Crore or more, or a net profit of Rs.5 Crore or more during the financial year 2023-24. Hence, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is
not applicable and the Company need not adopt any Corporate Social Responsibility Policy.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the period under review, there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing in shares of the Company, as well as the consequences of violation.
The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website i.e. www.cilsecurities.com.
The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
|
Table 1 |
|||
|
Sr.No. |
Financial Year |
Date of Declaration of Dividend |
Last Date of Claiming Dividend |
|
1 |
2016-17 |
28.09.2017 |
03.11.2024 |
|
2 |
2017-18 |
29.09.2018 |
04.11.2025 |
|
3 |
2018-19 |
30.09.2019 |
05.01.2026 |
|
4 |
2019-20 |
No Dividend |
|
|
5 |
2020-21 |
No Dividend |
|
|
6 |
2021-22 |
No Dividend |
|
|
7 |
2022-23 |
No Dividend |
|
The Company''s shares are listed on BSE Limited. The Company has paid the annual listing fees for the financial year 2024-25 to the abovementioned Stock Exchange in the prescribed timelines.
THE DETAILS OF APPLICATIONS MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
No application has been made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 in respect of the company.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF
This clause is not applicable to the Company for the year 2023-24.
The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full-fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.
Mar 31, 2015
Dear Members,
The Directors present the 26th Annual Report and the Audited Accounts
for the Financial Year ended 31st March 2015.
Financial Results
The Financial performance of the Company for the Financial Year ended
31st March, 2015 is summarized below:
(Rs in Lacs)
Particulars Year Ended Year Ended
31.03.2015 31.03.2014
Total Revenue 502.47 325.44
Profit before Interest, Depreciation & Tax 144.90 52.54
Profit before Depreciation and Tax 144.77 52.29
Depreciation 15.33 13.67
Profit Before Tax 129.24 38.62
Less: Provision for Tax (Net) 12.94 1.11
Profit After Tax 116.30 37.51
Add: Balance Brought Forward from the last year 1008.99 1004.49
Profit available for Appropriation 1125.29 1042.00
Appropriations:
Proposed Equity Dividend 25.00 25.00
Tax on Dividend 5.00 4.25
Transfer to General Reserve 11.65 3.76
Balance carried forward to Balance sheet 1083.64 1008.99
Total Appropriations 1125.29 1042.00
The Company's Profit after Tax is Rs. 116.30 Lacs (Previous Year Rs.
37.51 Lacs). The Board recommends transfer of a sum of Rs. 11.65 Lacs
(Previous Year Rs. 3.76 Lacs) to General Reserve.
DIVIDEND
Your Directors are pleased to recommend the payment of dividend on
equity shares @ Rs. 0.50 per share for the financial year ending
31-03-2015. The total dividend together with tax and surcharge there on
amount to Rs.30.00 Lacs (Previous year Rs. 29.25 Lacs).
MARKET SCENARIO
The Financial Market was mainly positive during the FY 2014-15 as the
markets were buoyed up by a lot of factors that turned positive. The
fact that most Financial Markets across the globe have been doing well
over the past few quarters, despite several challenging head-winds,
helped our markets remain cheerful for the better part of the financial
year under review.
Our own internal factors have been quite significant too, in keeping
our markets very buoyant in the recent times. The induction of the BJP
led NDA Government, being voted to power with an absolute mandate has
been the most influential factor in helping our Financial & Capital
Markets returning to buoyant times after almost 4 years of prolonged,
struggling times. The Markets really made historic moves as the lead
Indices on the D-Street galloped to new life-time highs, creating
wealth for all types of Investors. The FY 2014-15 will be remembered in
the annals of stock markets' history as an rewarding one!
CHALLENGES REMAIN
Despite the optically visible rosy picture the markets' path is froth
with stern challenges from various Domestic as well Global quarters.
Firstly, the very basic Fundamentals with regard to the Economy
continue to see several headwinds. The very basic growth factors,
measured in terms of GDP numbers remain subdued at barely above the 6%
mark while the desired levels of 8% remain distantly evasive. The
Inflation levels have cooled off but the Core Inflation levels on the
Consumer Index still is not comforting enough for the RBI to trigger
aggressive growth measures like slashing Repo- Rates.
Some other functional deficiencies in Administrative issues & certain
Contentious Taxation Issues have also been spooking the markets at
regular intervals. The Retrospective Taxation issues that made debut in
2012 in the form of GAAR & has, somehow, lingered around ever since,
has cropped again in the form of MAT claims on certain FIIs, resulting
in an air of despondency amongst the FII fraternity, extending the list
of serious market concerns. As such, the worries posed by the Natural
factors like the probability of a poor Monsoon & the continued stress
levels of the Rural Economy were causing serious enough concerns &
hurting the markets' sentiments adversely.
Despite the record levels of FOREX Reserves that can boast, the
Cross-Currency fluctuations continue to hurt broader interests & is not
entirely insulated from the periodic jolts. The anomaly created by the
Currency moves is constantly hurting the Exporters (due to weaker
Currencies of competing nations) on one hand while the weakening Rupee
is threatening the prospective FDI & FII Inflows from developed
Economic geographies. Thus, the predicaments of the Finance Ministry
are getting accentuated, making them progress cautiously in pursing
certain key Economic Reforms. However, the Government's efforts to push
through the Reform process, overcoming the legislative hurdles, can be
viewed in a positive light.
MARKET MOOD Â COUTIOUSLY OPTIMISTIC
Despite the overwhelming list of concerns & niggling worries, our
markets present a picture of cautious optimism. Of course, the euphoric
fervor of the earlier quarters of this Financial Year have subsided
considerably. Despite the fact that the leading Indices the NIFTY &
SENSEX hit lofty levels at 9100 & 30K respectively, recorded in the
first week of March, the events over the next couple of months has
resulted in bringing these major Indices into a negative territory for
the Calendar Year 2015. Indian Markets slipped into the red even as
most leading Global Markets were progressing handsomely, hitting either
life-time Highs of multi-Decade Highest levels. This slump had been
triggered NOT due to the Economic issues but more due to the external
factors that are in the control of certain powers that be.
Despite all these hassles, the Financial Streets do believe that it is
just a matter of time before we get our act together. Also, the
feeling that the Economy shall pick up pace in the due course is seldom
lost amongst the players' fraternity. The Long term growth
fundamentals of our Economy & the remarkably high levels of
entrepreneurship spirits of our Corporate Entities is unquestionably
liked by most leading Global Institutional Investors. The remarkable
maturity displayed by our Domestic Institutions in recent times can be
seen as a hugely positive take-away. Even the Mutual Fund fraternity
seems to be now enjoying the confidence of a much larger sections of
retail Investors. The role of MF's in the coming up times is most
likely to be much more valuable. The outlook for the markets is
certainly positive, even if a bit cautiously.
SHARE CAPITAL
During the Financial Year 2014-15, the share capital of the Company has
remained unchanged
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return, in format
MGT -9, for the Financial Year 2014-15 has been enclosed with this
report.
NUMBER OF BOARD MEETINGS
The Details of the number of meetings of the Board held during the
Financial Year 2014-15 forms part of the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act
2013 Shri K K Maheshwari and Shri Piyush Modi, retires by rotation at
the ensuing Annual General Meeting and being eligible offer themselves
for reappointment.
During the year the following directors have resigned w.e.f the closure
of business hours of 07.02.2015:
1. Shri M P Murhy
2. Shri V.B.Purnaiah
3. Shri Ram Nivas Joshi
Your Directors place on record their appreciation of the valuable
contribution made by the retired directors of your Company.
Shri Budhi Prakash Toshniwal has been appointed as the Additional
Director of the Company w.e.f 07.02.2015. His appointment has been
ratified in the EGM held on 23rd March, 2015
The Board on 7th Feb, 2015 appointed Shri Govind Toshniwal, as Company
Secretary of the Company.
The Members of the Company on 23rd March, 2015 appointed Shri A K
Inani, Director Finance of the Company as CFO of the Company.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
(including criteria for determining qualification, positive attributes,
independence of a director, policy relating to remuneration for
Directors, Key Managerial Personnel and other employees)
Policy on Directors Appointment
Policy on Directors appointment is to follow the criteria as laid down
under the Companies Act, 2013 and the listing agreement with Stock
Exchanges and good corporate practices. Emphasis is given to persons
from diverse fields or professions.
Policy on Remuneration
Guiding Policy on remuneration of Directors, Key Managerial Personnel
and employees of the Company is that -
- Remuneration to Key Managerial Personnel, Senior Executives, Managers
and staff is industry driven in which it is operating taking into
account the performance leverage and factors such as to attract and
retain quality talent.
- For Directors, it is based on the shareholders resolutions,
provisions of the Companies Act, 2013 and Rules framed therein,
circulars and guidelines issued by Central Government and other
authorities from time to time.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in place
evaluation of its own performance, its committees and individual
directors. The result of the evaluation is satisfactory and adequate
and meets the requirement of the Company.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act, 2013, Independent
Directors of the Company have made a declaration confirming the
compliance of the conditions of the Independence stipulated in the
aforesaid section
REMUNERATION RATIO OF THE DIRECTOS / KEY MANAGERIAL PERSONNEL
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration) Rules, 2014 and Companies
(Particulars of Employees) Rules 1975, in respect of employees of the
Company and Directors is furnished hereunder:
A) Ratio of remuneration of each Director to the median remuneration of
all the employees of your Company for the Financial Year 2014-15 as
follows:
S.
No Name Remuneration
Paid in the Ratio / Times
per Median
FY 2014-15 in Rs. of employee
remuneration
1 Shri Krishna Kumar Maheshwari 13,97,886/- 6.33
2 Shri Piyush Modi 6,00,000/- 2.72
3 Shri Ashok Kumar Inani 9,42,464/- 4.27
The aforesaid details are calculated on the basis of remuneration for
the financial year 2014-15. Median remuneration of the Company for all
its employees is Rs 220667/- for the Financial Year 2014-15.
B. Details of percentage increase in the remuneration of each Director
and CFO and Company Secretary in the Financial Year 2014-15 are as
follows:
Name Designation Remuneration in Rs. Increase %
2014-15 2013-14
Shri Krishna Kumar
Maheshwari Managing
Director 13,97,886/- 13,95,152/- 0.20
Shri Piyush Modi Whole Time
Director 6,00,000/- 6,00,000/- 0.00
Shri Ashok Kumar
Inani Director
Finance/ CFO 9,42,464/- 8,99,343/- 4.80
Shri Govind
Toshniwal Company
Secretary 67,002/- NA NA*
The remuneration to Directors is within the overall limits approved by
the shareholders.
* For part of the current year only
C. Percentage increase in the median remuneration of all employees in
the financial year 2014-15:
Particulars 2014-15 2013-14 Increase /
(decrease)%
Median remuneration of all Rs. 220667/- Rs. 234918/- (6.06)
employees per annum
D. Number of permanent employees on the rolls of the Company as on
31st March, 2015 are 26 and as on 31st March, 2014 are 28.
E. Explanation on the relationship between average increase in
remuneration and Company performance:
The Increase in average remuneration of all employees in the financial
year 2014-15 as compared to the financial year 2013- 14 was 11.67%.
The Key indices of Company's performance is as follows:
Amount in Lacs
Particulars 2014-15 2013-14 Growth %
Net Revenue from operations 502.47 325.44 54.40
Profit Before Tax and exceptional itmes 129.24 38.62 234.64
Profit After Tax 116.30 37.51 210.05
Your Company is committed in ensuring fair pay and a healthy work
environment for all its employees. Your Company offers competitive
compensation to its employees. The pay also incorporates external
factors like cost of living to maintain concurrence with the
environment. Internal equity is ensured by appropriate fitment at the
time of the employee joining a particular cadre and grade. The fixed
pay for an employee depends on his/ her performance against the
objectives set for the year.
Thus, there will be a positive correlation in the increase in
remuneration of employees and your Company's performance, however, a
perfect correlation will not be visible given the dependency on the
other factors.
F. Comparison of the remuneration of the Key Managerial Personnel
against the performance of your Company:
The remuneration of Key Managerial Personnel increased by around 3.75%
in 2014-15, compared to 2013-14, whereas the Profit Before Tax and
exceptional items increased by 234.64% in 2014-15, compared to 2013-14.
G. Details of Share price and market capitalization:
The details of variation in the market capitalization and price
earnings ratio as at the closing date of the current and previous
financial years are as follows:
Particulars As on 31st
March 2015 As on 31st
March 2014 Increase /
Decrease %
Price Earnings ratio 14.14 9.36 51.09
Market Capitalisation
(in Crores) 8.20 4.01 104.49
Comparison of share price at the time of first public offer and market
price of the share of 31st March, 2015:
Market Price as on 31st March, 2015 16.40
Price at the time of initial public offer in 1995 10.00
% increase of Market price over the prices
at the time of initial public offer 64
Closing share price on BSE has been used for the above tables.
H. Comparison of average percentage increase in salary of employees
other than the key managerial personnel and the percentage increase in
the key managerial remuneration:
Particulars 2014-15 2013-14 Increase %
Average Salary of all the
Employees (Other than KMP) 3,11,513/- 2,19,255/- 42.01
Salary of Key Managerial
Personnel Managing Director 13,97,886/- 13,95,152 0.20
Whole Time Director 6,00,000/- 6,00,000/- 0.00
Director Finance / CFO 9,42,464/- 8,99,343/- 4.80
Company Secretary 67,002/- - NA
The increase in remunerations of employees other than the managerial
personnel is in line with increase in remuneration of managerial
personnel
I. Key parameters for the variable component of remuneration paid to
the Directors:
The key parameters for the variable component of remuneration to the
Directors are decided by the Nomination and Remuneration Committee in
accordance with the principles laid down in the Nomination and
Remuneration Policy.
J. There are no employees of the Company who receive remuneration in
excess of the highest paid Director of the Company.
K. Affirmation:
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that
the remuneration paid to the Directors, Key Managerial Personnel and
senior management is as per the Remuneration Policy of the Company.
REPLY TO AUDITOR'S OBSERVATIONS:
STATUTORY AUDITOR'S REPORT
The observations made in the Statutory Auditor's Report, read together
with the relevant notes thereon are self explanatory and hence, do not
call for any comments.
SECRETARIAL AUDITOR'S REPORT
1) Appointment of KMP as per Companies Act, 2013 was complied within
the Financial Year after identification of proper person by the Board.
2) Considering broad based circulation of information through stock
exchange, these were intimated within the stipulated time frame.
However the board has noted for other regulatory requirements
STATUTORY AUDITORS
M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company
hold office until the conclusion of 28th Annual General Meeting. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of Companies Act, 2013. Accordingly the said Auditors
can be reappointed as Statutory Auditors of the Company at the ensuing
Annual General Meeting.
INTERNAL AUDIT
Raju and Prasad, Chartered Accountants, Hyderabad are the internal
auditors of the Company.
SECRETARIAL AUDIT
According to the provisions of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Secretarial Audit Report
submitted by Company Secretary in Practice is enclosed as a part of
this report
WHISTLE BLOWER / VIGIL MECHANISM POLICY
In pursuance to the provisions of section 177 of the Companies Act,
2013 and clause 49 of the Listing Agreement, a Vigil Mechanism for
Directors and Employees to report genuine concerns has been
established. The Policy has been uploaded on the website of the
Company.
RELATED PARTY TRANSACTIONS
Related Party transactions that were entered during the Financial Year
were on an Arm's Length Basis and were in the Ordinary Course of
Business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management and
their relative, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act. 2013 and rules thereunder and the
Listing Agreement. This policy was considered and approved by the Board
and has been uploaded on the website of the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, AND
SECURITIES PROVIDED
The Company has not given loans, guarantee or provided securities.
However, particulars of investments made is provided in Notes to
Financial Statements in Note no. 9.
LISTING ARRANGEMENTS
The Company's shares are listed on BSE LIMITED.
The Company has paid up to date annual listing fee of the Stock
Exchange
PUBLIC DEPOSITS
During the year under review the Company has not accepted any public
deposits.
INTERNAL COMPLAINTS COMMITTEE
The Company has formed Internal Complaints Committee as per the
provision of Sexual Harassment Act (The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, wherein it
mandates for every workplace and every employer in charge of a work
place with more than 10 workers to constitute an Internal Complaints
Committee as prescribed under the Act, for receiving complaints of
sexual harassment.
The Company has not received any complaints
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS :
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal
control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports
to the Audit Committee of the Board.
INSURANCE
Adequate Insurance cover has been taken for properties of the Company
including Buildings, Computers, Office Equipments, Vehicles, etc.
STATUTORY INFORMATION
Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, Information under Section
134(3)(m) of the Companies Act, 2013.
The Company is not required to furnish information in Form A under the
head 'Conservation of Energy' under Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
The Company uses electric energy for its equipments such as air
conditioners, computer terminals, lighting and utilities in the work
premises. All possible measures have been taken for economic
consumption and to conserve the same. Technologically updated UPS
Systems have also been installed for proper service support.
During the year under review, the Company does not have any Foreign
Exchange earnings however the Company has foreign spendings and
spending are fully reimbursed. Hence is not impacting the Financials.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors 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 of
the company for that period;
(c) the directors 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) the directors had prepared the annual accounts on a going concern
basis; and
(e) 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.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance. Your Directors affirmed to the requirements set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
stipulations prescribed.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
The requisite certificate from the Auditors of the Company, M/ s
Ramkishore Jhawar & Associates, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49, is annexed to this Report.
A Cash Flow Statement for the Financial Year 2014-15 of the Company is
attached to the Balance Sheet.
DEPOSITORY SYSTEM
The Company's shares are available for trading in depository systems of
both the National Securities Depository Limited (NSDL) and the Central
Depository Services India Limited (CDSL).
As on 15th May, 2015 , a total of 48,61,309 Equity shares of the
Company, which forms 97.23% of the Share Capital of the Company, stands
dematerialized.
DEVELOPMENT AND IMPLEMENTAION OF RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and
the policy of the Company on risk management is provided in this report
in Management discussions and Analysis.
ACKNOWLEDGEMENT
The Board of Directors wish to place on record its appreciation for the
extended co-operation and assistance rendered to the Company and
acknowledge with gratitude the continued support and cooperation
extended by the investors, clients, business associates and bankers.
The regulatory authorities have also put Indian Capital market on par
with other international Markets. Your Directors also acknowledge the
full fledged cooperation and dedicated efforts put in by the employees
across all levels in the organization and place on record its
appreciation for the services rendered.
By Order of the Board of Directors of
CIL Securities Limited
K.K. Maheshwari A K Inani
Managing Director Director Finance /CFO
DIN:00223241 DIN: 00223069
Registered office
214, Raghava Ratna Towers
Chirag Ali lane, Abids,
Hyderabad-500 001
Place: Hyderabad
Date: 16.05.2015
Mar 31, 2014
Dear Members,
The Directors present the 25th Annual Report and the Audited Accounts
for the Financial Year ended 31st March 2014.
Financial Results
The Financial performance of the Company for the Financial Year ended
31st March, 2014 is summarized below:
(Rs in Lacs)
Particulars Year Ended Year Ended
31.03.2014 31.03.2013
Total Revenue 325.44 440.02
Profit before Interest, Depreciation
& Tax 52.54 105.75
Profit before Depreciation and Tax 52.29 105.73
Depreciation 13.67 16.44
Profit Before Tax 38.62 89.29
Less: Provision for Tax (Net) 1.11 26.01
Profit After Tax 37.51 63.28
Add: Balance Brought Forward
from the last year 1004.49 976.62
Profit available for
Appropriation 1042.00 1039.90
Appropriations:
Proposed Equity Dividend 25.00 25.00
Tax on Dividend 4.25 4.06
Transfer to General Reserve 3.76 6.35
Balance carried forward to
Balance sheet 1008.99 1004.49
Total Appropriations 1042.00 1039.90
The Company''s Profit after Tax is Rs. 37.51 Lacs (Previous Year Rs.
63.28 Lacs). The Board recommends transfer of a sum of Rs. 3.76 Lacs
(Previous Year Rs. 6.35 Lacs) to General Reserve.
Dividend
Your Directors are pleased to recommend the payment of dividend on
equity shares @ Rs. 0.50 per shares for the financial year ending
31-03-2014. The total dividend together with tax and surcharge there on
amount to Rs.29.25 Lacs (Previous year Rs. 29.06 Lacs)
CURRENT MARKET SCENARIO
The Financial Year 2013-14 remained extremely challenging for the
entire Financial/Capital markets'' Intermediaries. Coming as it did,
after already two bad years in a row this one took a rather heavier
toll on the market players. Despite the optic view that things have
been improving markedly from the second half of the year, the actual
percolation of benefits have not reached the ground levels yet & have
certainly not helped improve the struggling Balance Sheets of the
players in our category. The process of recovery has been regularly
interrupted by several factors from both External sources as well our
own Domestic issues. Thus, on a net basis the overall market condition
remains quite challenging at this point.
The recovery process in the second half is driven largely by the
developments on the Political front and now with the strong emergence
of what is seen as a stable, pro-Reforms Government things are expected
to improve significantly. It is also known fact that over the last
three Financial years our Economy has slumped from high growth zones of
-8% GDP to the current levels of barely 4.5% besides high levels of
Inflation wherein the CPI Inflation hit levels of up to 12% & the Food
prices Inflation hit unheard levels of 18-20%.
By the middle of the FY''2013-14, the Economy had slipped into a near
crisis situation with the Current Account Deficit(CAD) hitting almost
unmanageable levels @ -70 Billions. The CAD had hit such alarming
proportions that at one stage in August it was reported at a whopping
6.7% to the GDP. As a result Rupee slumped to hit levels of nearly
Rs.69 to a $ even as fears of an imminent International Rating
Agencies'' downgrade loomed large. However, some drastic steps to curb
Imports, especially of commodities like Gold helped to improve the
situation. All these events with a perceptible lack of policy
inactivity had left an extremely uneasy feeling amongst large
Investors. However, now that the new Government will be seen acting
quickly, the hopes of a turn-around in economy can be hoped earnestly.
Despite the high hopes of markets making a smart recovery & likely to
progress well in a new regime, the hopes for Market intermediaries do
not look quite so optimistic, at least for the near future. After
reeling under heavy pressure situation for over three years now, the
Broking Industry remains badly battered. The most adverse factor that
remains firmly in tact is the enormous stress levels on margins with
the brokerages shrinking to abysmal, almost unviable levels. This
situation remains grim & continues to threaten the players endlessly.
On the positive side, with Stock valuations regaining some of the older
virtues, the hopes that HNI & Corporate Clients'' business will see a
traction is the only saving grace.
If stock indices are a true reflection of the sentiments if not the
actual status of the Economic affairs, the fact that both the leading
Indices the NIFTY & the SENSEX hitting new All- time Highs, with the
SENSEX topping the 23K mark & the NIFTY hitting levels of 6870 do
indicate that the market sentiments'' have certainly improved in the
recent times. With the formation of a new look Government the hopes are
indeed high that the Reforms agenda will be placed on a fast-track once
again & the high growth days of 7-8% will be re-visited in the near
future.
Directors
In accordance with the provisions of Section 152 of the Companies Act
2013 and Article 100 of the Articles of Association of the Company Shri
M.P. Murthy and Smt Pramila Maheshwari , retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
reappointment.
Auditor''s Report
The observations made in the Auditor''s Report, read together with the
relevant notes thereon are self explanatory and hence, do not call for
any comments.
Auditors
M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company
hold office until the conclusion of the ensuing Annual General Meeting.
The Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of Companies Act, 2013. Accordingly the said Auditors
can be reappointed as Statutory Auditors of the Company at the ensuing
Annual General Meeting.
Listing Arrangements
The Company''s shares are listed on BSE LIMITED.
The Company has paid up to date annual listing fee of the Stock
Exchange
Public Deposits
During the year under review the Company has not accepted any public
deposits.
Insurance
Adequate Insurance cover has been taken for properties of the Company
including Buildings, Computers, Office Equipments, Vehicles, etc.
Statutory Information
(A) Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, Information under Section
217(1)(E) of the Companies Act, 1956.
The Company is not required to furnish information in Form A under the
head ''Conservation of Energy'' under Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
The Company uses electric energy for its equipments such as air
conditioners, computer terminals, lighting and utilities in the work
premises. All possible measures have been taken for economic
consumption and to conserve the same. Technologically updated UPS
Systems have also been installed for proper service support.
During the year under review, the Company does not have any Foreign
Exchange earnings or outgo.
(B) Particulars of Employees
Pursuant to provisions of Section 217(2A) of the Companies act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, none of
the employee of the Company has been paid remuneration exceeding Rs.60
Lacs per annum or part thereof.
Management''s Discussion and Analysis Report
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect
to Directors'' Responsibility Statement, it is hereby confirmed that:- ''
In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
- Appropriate Accounting Policies have been selected and applied
consistently, and have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2014 and of the profit of the
Company for the said period;
- Proper and sufficient care has been taken for the maintenance of
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
- The Annual Accounts have been prepared on the basis of a going
concern basis.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance. Your Directors affirmed to the requirements set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
stipulations prescribed.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
The requisite certificate from the Auditors of the Company, M/ s
Ramkishore Jhawar & Associates, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49, is annexed to this Report.
A Cash Flow Statement for the Financial Year 2013-14 of the Company is
attached to the Balance Sheet.
Depository System
The Company''s shares are available for trading in depository systems of
both the National Securities Depository Limited (NSDL) and the Central
Depository Services India Limited (CDSL).
As on 16th May, 2014 , a total of 4858409 Equity shares of the Company,
which forms 97.17 % of the Share Capital of the Company, stands
dematerialized.
Acknowledgement
The Board of Directors wish to place on record its appreciation for the
extended co-operation and assistance rendered to the Company and
acknowledge with gratitude the continued support and cooperation
extended by the investors, clients, business associates and bankers.
The regulatory authorities have also put Indian Capital market on par
with other international Markets. Your Directors also acknowledge the
full fledged cooperation and dedicated efforts put in by the employees
across all levels in the organization and place on record its
appreciation for the services rendered.
Place: Hyderabad By Order of the Board of Directors of
Date: 17.05.2014 CIL SECURITIES LMITED
KK Maheshwari
Chairman & Managing Director
Registered office
214, Raghava Ratna Towers
Chirag Ali lane, Abids,
Hyderabad-500 001
Mar 31, 2012
The Directors present the 23rd Annual Report and the Audited
Accounts for the financial year ended 31st March 2012.
Financial Results
The Financial performance of the Company for the Financial Year ended
31st March, 2012 is summarized below:
(Rs. in Lakhs)
Particulars Year Ended Year Ended
31.03.2012 31.03.2011
Total Revenue 487.68 616.16
Profit before Interest, Depreciation &
Tax 96.23 129.92
Profit before Depreciation and Tax 96.23 129.73
Depreciation 21.97 27.38
Profit Before Tax 74.26 102.35
Less: Provision for Tax (Net) 7.68 0.10
Profit After Tax 66.58 102.25
Add: Balance Brought Forward
from the last year 945.84 911.89
Profit available for
Appropriation 1012.42 1014.14
Appropriations:
Proposed Equity Dividend 25.00 50.00
Tax on Dividend 4.06 8.30
Transfer to General Reserve 6.75 10.00
Balance carried forward to
Balance sheet 976.61 945.84
Total Appropriations 1012.42 1014.14
The Company's Profit after Tax is Rs.66.58 Lacs (Previous Year Rs.
102.25 Lacs). The Board recommends transfer of a sum of Rs.6.75 Lacs
(Previous Year Rs.10.00 Lacs) to General Reserve.
Dividend
Your Directors are pleased to recommend the payment of dividend on
equity shares @ 0.50 Rs. per share for the financial year ending
31-03-2012.The total dividend together with tax and surcharge there on
will absorb Rs. 29.06 Lacs (Previous year Rs. 58.30 Lacs)
MARKETS' SCENARIO:
The Financial year 2011-12 witnessed an extreme turbulence in markets &
Economies across the globe as bad news from almost all corners across
the world kept striking the Financial Markets, relentlessly right
through the year. As it were, it turned out to be an year when nothing
went right for the Economy as a whole.
The roots of the most problems were sown in the FY'11 itself wherein
early signals of slowing growth in India's GDP were visible even as the
core inflation was raising its ugly head. The much hyped about
infrastructure boom touted around for the past 4-5 years is actually
turning out to be a bug-bear of our Banks especially the PSU Banks.
Much of the lending done to this sector, besides that of others like
Aviation & several other Commodity Industries is fast converting into
Bad Assets even as the Bankers are trying hard to shield them under the
guide of Restructured Loans. Further, many renowned Banks are hard
pressed to maintain Capital Adequacy & are depending on the Government
for Capital Infusion.
Under the circumstances the Capital Markets were, decidedly in a
quandary as they slipped into tail-spin. The Stock Markets remained the
worst hit as not only the valuations but the
Investor's participation kept on declining at an alarming pace. Dream
stocks took no time at all to be re-rated as Nightmares even as
Blue-chips started bleeding.
The SENSEX from Highs of 19K in early July slumped over 20% to hit 15K
in late December while NIFTY witnessed an even more damaging 22% fall,
from 5,740 to 4,530 levels, during the same period. What is worse,
several prominent non- Index stocks lost 40-50% or even more in several
cases. It was wealth destruction all the way that resulted in seriously
ousting the common Investor from the markets, in many cases its
probably for ever.
The meltdown of the stock prices & the resultant mass exodus of the
Investors has had a debilitating effect on the Market Intermediaries,
in general, and the Stock Broking Community in particular. Already,
this Industry has had problems of its own due to the over-crowding
which had already left them with wafer-thin margins despite the high
operational risks that it is exposed to.
Further, SEBI's stricter rules with regard to span margins further
restricted the scope of larger volumes from Individual Clientele.
However, SEBI"s initiatives in this regard need to be applauded as it
help restrain excessive & indiscriminate exposures. Thus, it might have
saved many from potentially higher losses and also helped the
settlement cycles to function without too much of hassles.
GLOBAL ISSUES HURTING: The ills of the markets were not an Indian
phenomenon alone. There have been serious troubles in many geographies
across the globe. In fact, the global troubles were accentuated from
the ills of the largest Economy, the US itself where the post 2009
spill-over effects had taken the secondary syndrome effect. The highly
stressed Bank resources were further hard pressed to support an Economy
which was on the verge of a double-dip Recession. While the global
markets were reeling under the influence of the US effects, the
Eurozone picked up the malaise and managed to blow up the crisis to
newer depths. What started as a Financial stress in Greece soon started
to spread to other countries in the zone like Spain, Portugal, Italy
etc & soon engulfed the entire Eurozone.
LIQUIDITY GUSH: To fight the situation the western world led by the US
itself launched a program to create incremental liquidity by way of
Quantitative Easing (QE) where in fresh currency would be printed &
infused into the system. The US FED did not stop after the first round
of $800B and went ahead with a second round, QE2, of $500B and
attempted to fight the crisis. Not to be left behind, the Eurozone
countries too resorted to similar action under the two rounds of what
it named as LTRO (Long Term Refinance Operation) and pumped in a gush
liquidity.
Whether these efforts by the developed Economies have actually worked
is a hugely debatable matter as many countries in the Eurozone are
still struggling desperately to stay afloat. The situation in the US
is certainly a lot better now, as the Market Indices suggest. Yet, the
big concern remains whether it is good enough to pull them out from all
the ills, let alone have the power to pull-back the Global Economies on
to the growth path.
CURRENT SCENARIO: The current scenario is very much a challenging one
with a whole lot of concerns. Whether it is the Fiscal Deficit, Current
Account Deficit, Inflation, Banking system health or the Tapering
growth rate of our Economy à all of them remain systemic risks that can
have serious adverse effects. While there are no short cuts to fight
these issues, the only way out is for the Government to come out of its
self-imposed Policy- Paralysis and take pro-active & bold policy
Infinitives which alone can put the system back on the rail. However,
the one thing that remains in tact, thankfully, is the great India
Growth story, in times to come.
Directors
In accordance with the provisions of Section 255 of The Companies Act,
1956 and Article 100 of the Articles of Association of the Company, Smt
Pramila Maheshwari and Shri R. N Joshi, retire by rotation at the
ensuing Annual General Meeting and being eligible offers themselves for
reappointment.
Auditor's Report
The observations made in the Auditor's Report, read together with the
relevant notes thereon are self explanatory and hence, do not call for
any comments under Section 217 of the Companies Act, 1956. Auditors
M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company
hold office until the conclusion of the ensuing Annual General Meeting.
The Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224 (1B) of the Companies Act, 1956. Accordingly the said
Auditors can be reappointed as Statutory Auditors of the Company at the
ensuing Annual General Meeting.
Listing Arrangements
The Company's shares are listed on The BOMBAY STOCK
EXCHANGE LIMITED.
The Company has paid up to date annual listing fee of the Stock
Exchange
Public Deposits
During the year under review the Company has not accepted any public
deposits.
Insurance
Adequate Insurance cover has been taken for properties of the Company
including Buildings, Computers, Office Equipments, Vehicles, etc.
Statutory Information
(A) Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, Information under Section
217(1)(E) of the Companies Act, 1956.
The Company is not required to furnish information in Form A under the
head 'Conservation of Energy' under Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
The Company uses electric energy for its equipments such as air
conditioners, computer terminals, lighting and utilities in the work
premises. All possible measures have been taken for economic
consumption and to conserve the same. Technologically updated UPS
Systems have also been installed for proper service support. During
the year under review, the Company does not have any Foreign Exchange
earnings or outgo.
(B) Particulars of Employees
Pursuant to provisions of Section 217(2A) of the Companies act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, none of
the employee of the Company has been paid remuneration exceeding Rs.60
Lacs per annum or part thereof.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect
to Directors' Responsibility Statement, it is hereby confirmed that:-
- In the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
- Appropriate Accounting Policies have been selected and applied
consistently, and have made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2012 and of the profit of the
Company for the said period;
- Proper and sufficient care has been taken for the maintenance of
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
- The Annual Accounts have been prepared on the basis of a going
concern basis.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance. Your Directors affirmed to the requirements set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
stipulations prescribed.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
The requisite certificate from the Auditors of the Company, M/ s
Ramkishore Jhawar & Associates, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49, is annexed to this Report.
A Cash Flow Statement for the Financial Year 2011-12 of the Company is
attached to the Balance Sheet.
Depository System
The Company's shares are available for trading in depository systems of
both the National Securities Depository Limited (NSDL) and the Central
Depository Services India Limited (CDSL).
As on 18.05.2012 a total of 4855309 Equity shares of the Company, which
forms 97.10% of the Share Capital of the Company, stands
dematerialized.
Acknowledgement
The Board of Directors wish to place on record its appreciation for the
extended co-operation and assistance rendered to the Company and
acknowledge with gratitude the continued support and cooperation
extended by the investors, clients, business associates and bankers.
The regulatory authorities have also put Indian Capital market on par
with other international Markets. Your Directors also acknowledge the
full fledged cooperation and dedicated efforts put in by the employees
across all levels in the organization and place on record its
appreciation for the services rendered.
By Order of the Board of Directors of
CIL SECURITIES LIMITED
K.K.MAHESHWARI
Chairman & Managing
Director
Registered office
214, Raghava Ratna Towers
Chirag Ali lane, Abids,
Hyderabad-500 001
Place : Hyderabad
Date : 25th May 2012
Mar 31, 2010
The Directors present the 21stAnnual Report and the Audited Accounts
for the financial year ended 31st March 2010.
Financial Results
The Financial performance of the Company for the financial year ended
31st March, 2010 is summarized below:
(Rs. in Lakhs)
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
Total Revenue 706.43 691.22
Profit before Interest,
Depreciation & Tax 175.01 86.03
Profit before Depreciation and Tax 174.91 85.84
Depreciation 32.17 38.10
Profit Before Tax 142.74 47.74
Less: Provision for Tax (Net) 12.20 0.55
Profit After Tax 130.54 47.19
Add: Balance Brought Forward
from the last year 852.85 869.16
Profit available for
Appropriation 983.39 916.35
Appropriations:
Proposed Equity Dividend 50.00 50.00
Tax on Dividend 8.50 8.50
Transfer to General Reserve 13.00 5.00
Balance carried forward to
Balance sheet 911.89 852.85
Total Appropriations 983.39 916.35
The Companys Profit after Tax is Rs. 130.54 Lacs (Previous Year
Rs.47.19 Lacs). The Board recommends transfer of a sum of Rs. 13.00
Lacs (Previous Year Rs. 5.00 Lacs) to General Reserve.
Dividend
Your Directors are pleased to recommend the payment of dividend on
equity shares @ Rs. 1/- per share for the Financial year ending
31-03-2010. The total dividend together with tax and surcharge there on
will absorb Rs.58.50 Lacs (Previous year Rs. 58.50 Lacs)
Market Scenario
After a prolonged period of severe turbulence the financial markets
across the globe have, turned buoyant, auguring well for the
Intermediaries. The hope of further revival of the capital markets
depends on how fast the recession hit western worlds economies
recover. Fortunately, early signs are beginning to emerge indicating
that at least the worse is behind and the developed markets are
beginning to respond to the wide range of stimulus packages being
provided by the Various central banks across the globe, including our
Country too, in coordinated efforts.
It is indeed heartening to note that Indian Markets have successfully
de-coupled themselves, to a large extent, and is now emerging strongly
as an independent market that holds a lot of promise to the financial
and capital market participants. We still have a better growth rates
as compared to most other emerging Asian Markets and, India remains a
favoured destination for several large Investors and this is good news.
The results in general have been encouraging and we expect the market
to be buoyant
Directors
In accordance with the provisions of Section 255 of The Companies Act,
1956 and Article 100 of the Articles of Association of the Company,
Smt.Pramila Maheshwari and Shri R.N.Joshi retire by rotation at the
ensuing Annual General Meeting and being eligible offers themselves for
reappointment.
Auditors Report
The observations made in the Auditors Report, read together à with the
relevant notes thereon are self explanatory and hence, do not call for
any comments under Section 217 of the Companies Act, 1956.
Auditors
M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company
hold office until the conclusion of the ensuing Annual General Meeting.
The Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224 (1B) of the Companies Act, 1956. Accordingly the said
Auditors can be reappointed as Statutory Auditors of the Company at the
ensuing Annual General Meeting.
Listing Arrangements
The Companys shares are listed on "The BOMBAY STOCK EXCHANGE LIMITED".
The Company has paid up to date annual listing fee of the Stock
Exchange
Public Deposits
During the year under review the Company has not accepted any public
deposits.
Insurance
Adequate Insurance cover has been taken for properties of the Company.
Statutory Information
(A) Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo, Information under section
217(1)(E) of the Companies Act, 1956.
The Company is not required to furnish information in Form A under the
head Conservation of Energy under Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
the Company uses electric energy for its equipments such as air
conditioners, computer terminals, fighting and utilities in the work
premises. All possible measures have been taken for economic
consumption and to - conserve the same. Technologically updated UPS
Systems have also been installed for proper service support.
During the year under review, the Company does not have any Foreign
Exchange earnings or outgo.
(B) Particulars of Employees
Pursuant to provisions of Section 217(2A) of the Companies act, 1956
read with the Companies (Particulars of Employees) Rules. 1975, non of
the employee of the Company has been paid remuneration exceeding
Rs.24.00 Lacs per annum or part thereof.
Directors Responsibility Statement Pursuant to Section 217 (2AA) of the
Companies Act 1956 , with respect to Directors Responsibility
Statement, it is hereby confirmed that:-
- in.the preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
- appropriate Accounting Policies have been selected and applied
consistently, and have 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 as at March 31, 2010 and of the profit of the Company
for the said period;
- proper and sufficient care has been taken for the maintenance of
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;
- the Annual Accounts Save been prepared on the basis of a going
concern.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance. Your Directors affirm to the requirements set out in the
Listing Agreement with the Stock Exchanges and have implemented all the
prescribed stipulation.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges forms part of the Annual
Report.
The requisite certificate from the Auditors of the Company, M/s.
Ramkishore Jhawar & Associates, confirming compliance with the
conditions of Corporate Governance as stipulated under the aforesaid
Clause 49, is annexed to this Report.
A Cash Flow Statement for the Financial Year 2009-10 of the Company is
attached to the Balance Sheet.
Depository System
The Companys shares are available for trading in depository systems of
both the National Securities Depository Limited (NSDL) and the Central
Depository Services India Limited (CDSL).
As on 22nd May, 2010 a total of 4842909 Equity shares of the Company,
which forms 96.86% of the Share Capital of the Company, stands
dematerialized.
Acknowledgement
The Board of Directors wish to place on record its appreciation for the
extended co-operation and assistance rendered to the Company and
acknowledge with gratitude the continued support extended by the
investors, clients, business associates and bankers. The regulatory
authorities have also put Indian Capital market on par with other
international Markets. Your Directors also acknowledge the full fledged
cooperation and dedicated efforts put in by the employees across all
levels in the organization and place on record its appreciation for the
services rendered.
By Order of the Board of Directors of
CIL SECURITIES LIMITED
K.K.MAHESHWARI
Chairman & Managing Director
Registered office
214, Raghava Ratna Towers
Chirag Ali lane, Abids,
Hyderabad-500 001
Hyderabad
Date: 29/05/2010
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