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Directors Report of B N Rathi Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 29th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In Lakhs)

Particular 2014-2015 2013-2014

Total Income 1400.28 828.63

Total Expenditure 1184.13 706.32

Profit Before Tax 216.14 122.31

Provision for Tax 69.47 31.64

Profit after Tax 146.67 90.67

Transfer to General Reserves 3.66 2.26

Profit available for appropriation 143.01 88.41

Provision for Proposed Dividend 37.80 30.24

Provision for Corporate Tax 7.69 5.14

Balance Carried to Balance Sheet 97.52 53.03

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board''s Report. (i.e. 27/05/2015)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

4. DIVIDEND:

Your Directors are pleased to recommend a Dividend of Rs. 1.50 per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2014-15. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 45.49 lakhs, for which necessary provision has been made in the accounts.

5. BOARD MEETINGS:

The Board of Directors duly met 6 (six) times on 27.05.2014, 19.07.2014, 08.08.2014, 10.11.2014, 12.02.2015 and 23.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, Mrs. Shanti Sree Bolleni was appointed as Additional Director. Now the Board proposes to appoint her as Independent Director.

Shri. T. S. Suryanarayana Murthy, the Independent Director passed away during the year. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing additional director in the independent category, as Independent Director on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Director, including nature of her expertise, is provided in this Annual Report.

Notice has been received from a Member proposing candidature of the Director namely Mrs. Shanti Sree Bolleni for the office of Independent Director of the Company. In the opinion of the Board, she fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Director of the Company.

Mr. Chetan Rathi was appointed as Chief Financial Officer (CFO) of the company with effect from 27.05.2014.

Mr. Chetan Rathi was re-appointed as a Whole-time director with effect from 01.04.2015.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

* General understanding of the company''s business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors "as specified in Schedule IV to the companies Act 2013

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The NR Committee shall take into account the nature of, and the time involved in a Director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an an indecent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chaiman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Office; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration Committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Laxminiwas Sharma, Mr. K. Harishchandra Prasad and Mrs. Shanti Sree Bolleni, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

8. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company''s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company''s financial and risk management''s policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company''s Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 12.07.2014 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 27.05.2014, 08.08.2014, 10.11.2014 and 12.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of No. of Meetings Meetings held Meetings

Laxminiwas Sharma Chairman NED(1) 4 4

Harishchandra Prasad Member NED(1) 4 4

T.S.Suryanarayana Murthy@ Member NED(1) 4 3

Shanti Sree Bolleni* Member NED(1) 4 Appt .e.f. from 12.02.2015

* Appointed w.e.f. 12.02.2015 @ Expired on 27/01/2015 NED (I) : Non Executive Independent Director ED : Executive Director

V. NOMINATION & REMUNERATION COMMITTEE

The details of composition of the Committee are given below:

Name Designation Category No. of No. of Meetings Meetings held attended Laxminiwas Sharma Chairman NED(1) 1 1

Harishchandra Prasad Member NED(1) 1 1

Shanti Sree Bolleni Member NED(1) 1 1

NED (I): Non Executive Independent Director Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee''s qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

The details of remuneration paid to the Executive and Non Executive Directors for the financial year 2014-2015 are given below:

Chetan Rathi (Whole time director) has drawn a remuneration of Rs. 7,80,000/- for the year ended 31.03.2015 and Hari Narayan Rathi (Managing Director) has drawn a remuneration of Rs. 14,40,000/ - for the year ended 31.03.2015.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mrs. Shanti Sree Bolleni* Chairperson NED(1)

Mr. Laxminiwas Sharma Member NED(1)

Mr. K. Harishchandra Prasad Member NED(1)

Mr. Chetan Rathi Member ED

* Appointed w.e.f. 12.02.2015

NED (I) : Non Executive Independent Director

B) Powers:

The Committee has been delegated with the following powers:

* To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called investorgrievances@bnrsecurities.com complaints/grievances.

VII. RISK MANAGEMENT COMMITTEE A) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. K. Harishchandra Prasad Chairman NED(1)

Mrs. Shanti Sree Bolleni Member NED(1)

Mr. Chetan Rathi Member ED

NED (I) : Non Executive Independent Director

ED: Executive Director

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimisation.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) 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.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2007-2008 will expire on 30th October, 2015 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

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s. B.N. Rathi Comtrade Private Limited and M/s. B.N. Rathi Industries Private Limited are the wholly owned subsidiaries of the company.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

15. STATUTORY AUDITORS:

M/s. Seshachalam & Co, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Seshachalam & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

16. INTERNAL AUDIT:

M/s. T.R.Chadha & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company.

17. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

18 . QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(a) Statutory Auditors Report :

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report :

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

20. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING :

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

21. 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.

22. 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.

23. INSURANCE:

The properties and assets of your Company are adequately insured.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

25. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd and Induslnd Bank Ltd. Personal Guarantees was given by the Mr. Hari Narayan Rathi, Managing Director and Mr. Chetan Rathi, Executive Director without any consideration for obtaining Bank Guarantees.

26. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

27. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

28. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.bnrsecurities.com.

Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

29. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 23/03/2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 2 (two) non-independent directors namely:

i) Shri Hari Narayan Rathi - Managing Director

ii) Shri Chetan Rathi - Whole-Time Director cum CFO. The meeting recognized the significant contribution made by Shri. Hari Narayan Rathi and Shri. Chetan Rathi, non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company''s governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company''s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

Sri. Laxminiwas Sharma, chairman of the company has performed exceptionally well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

30. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. 7,80,000/- is being paid to Sri. Chetan Rathi, whole time director of the Company and a remuneration of Rs. 14,40,000/ - is being paid to Mr. Hari Narayan Rathi, Managing Director of the Company.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange where the Company''s Shares are listed.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

35. SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share : NA

2. Issue of shares with differential rights : NA

3. Issue of shares under employee''s stock option scheme : NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares : NA

5. Buy back shares : NA

6. Disclosure about revision : NA

7. Preferential Allotment of Shares : NA

36. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

37. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board B.N. Rathi Securities Limited

Place : Hyderabad Laxminiwas Sharma Date : 27/05/2015 Chairman


Mar 31, 2013

Dear Members,

The Directors are pleased to present the 27th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The Financial Results for the year ended 31 st March, 2013 are summarised as under: (Rs. In. Lakhs)

2012-13 2011-12

Total Income 622.01 624.53

Total Expenditure 566.84 570.12

Profit before Tax 55.17 54.41

Provision for taxation 16.13 15.49

Profit after Tax 39.04 38.92

Transfer to General Reserves

Profit available for Appropriation 39.04 38,92

Provision for proposed Equity Dividend 25.20 25.20

Provision for Corporate Dividend Tax 4.28 4.09

Balance carried to Balance Sheet 9.56 9.63



DIVIDEND:

Your Directors are pleased to recommend a Dividend of Re. 1 per share i.e., @ 10% on the Paid up Equity Share Capital of the Company in respect of the financial year 2012-13.The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 29.48 lakhs, for which necessary provision has been made in the accounts.

OPERATIONS:

The performance of the Company during the year under review has been satisfactory. The company got the Trading membership of MCX Stock Exchange in Equity and Derivatives Segment. The Company is also making all efforts to expand in the various parts of the country its trading terminals.

INSURANCE:

The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE ,BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited.

LISTING:

The Equity Shares of the Company are listed on BSE Limited (Stock Code 523019). The annual listing fees for the year 2013- 2014 has been paid to the Stock Exchange.

DIRECTORS:

Mr. B. N. Rathi, the Promoter Director passed away during the year. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

Mr. T. S. Suryanarayana Murthy was appointed as additional director on the board w.e.f. 29.05.2013. Mr. Chetan Rathi, Executive Director whose term of appointment expired on 31.03.2013 was re-appointed as an Executive Director for a term of two years w.e.f. 31.03.2013 subject to the approval of members.

In accordance with the Companies Act, 1956 and read with Articles of Association of the Company, Mr. Vijay Kumar Taori retires by rotation and is eligible for reappointment and your Board recommends the re-appointment of Mr. Vijay Kumar Taori. BRIEF PROFILE OF MR. VIJAY KUMAR TAORI:

Particulars Mr. Vijay Kumar Taori

Date of Birth 24.07.1947

Date of Appointment 30.04.2011

Qualifications M A

No. of Shares held in the Company Nil

Directorships held in other companies Mahaveer Infoway Limited, Trimurthi Drugs &

Pharmaceuticals Limited

BRIEF PROFILE OF MR. T. S. SURYANARAYANA MURTHY:

Particulars Mr. T. S. Suryanarayana Murthy

Date of Birth 09.06.1945

Date of Appointment 29.05.2013

Qualifications FCA

No. of Shares held in the Company Nil

Directorships held in other companies Pitti Laminations Limited

BRIEF PROFILE OF MR. CHETAN RATHI:

Particulars Mr. Chetan Rathi

Date of Birth 08.03.1976

Date of Appointment 31.03.2013

Qualifications MBA

No. of Shares held in the Company 1,74,267

Directorships held in other companies Nil

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs.6,00,00,000 consisting of 60,00,000 equity shares of Rs 10/- each and paid-up capital at Rs.2,52,00,000 divided into 25,20,000 equity shares of Rs 10/- each.

AUDITORS:

The Auditors of the Company M/s. Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1B) of the Companies Act, 1956.

AUDITOR S REPORT:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts forthe year ended March 31,2013 and has noted that the same does not have any reservation, qualification or adverse remarks.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules,1975 and forming part of the Directors report for the year ended 31st March, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that they 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 as at the end of the financial year 31.03.2013 and of the profits of the company for that period:

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a going concern basis. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of Section 205C of the Companies Act, 1956 the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor Education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2005-2006 will expire on October 28°2013 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.

COMPLIANCE CERTIFICATE:

The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act, 1956 is obtained.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. Personal Guarantees were given by the Managing Director, Mr. Hari Narayan Rathi and Executive Director, Mr. Chetan Rathi without any consideration for obtaining Bank Guarantees.

SUBSIDIARY COMPANIES:

B N Rathi Comtrade Private Limited, the wholly owned subsidiary of the Company, recorded a net profit of Rs.35.94 Lakhs as against Rs.42.47 Lakhs in the previous year.

During the financial year, your company acquired 100% of the equity capital of M/s B N Rathi Industries Pvt Ltd on 02.11.2012 and B N Rathi Industries Pvt Ltd has become a wholly owned subsidiary of your Company. B N Rathi Industries Pvt Ltd is in the process of commencing business.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiaries B N Rathi Comtrade Private Limited and B N Rathi Industries Private Limited forms part of this annual report.

INTERNAL AUDIT:

M/s. TR.Chadha & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency are nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, BSE Limited and Central Depository Services (India) Limited.

Your Directors also acknowledge the continued support given by the valued and esteemed client and sub-brokers and the sincere and dedicated services of the employees of the Company at all levels.

Your Directors also like to express their thanks to the shareholders for the continued confidence reposed in the management of the Company.

For and on behalf of the Board

B.N. Rathi Securities Limited

Date : 29.05.2013

Place : Hyderabad. LAXMINIVAS SHARMA

CHAIRMAN


Mar 31, 2012

The Directors are pleased to present the 26th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2012 are summarized as under: (Rs. in Lakhs)

2011-12 2010-11

Total Income 624.53 696.90

Total Expenditure 570.12 608.23

Profit before Tax 54.41 88.67

Provision for taxation 15.49 28.02

Profit after Tax 38.92 60.65

Transfer to General Reserves - 1.51

Profit available for Appropriation 38.92 59.14

Provision for proposed Equity Dividend 25.20 30.24

Provision for Corporate Dividend Tax 4.09 4.91

Balance carried to Balance Sheet 9.63 24.00

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 10% on the Paid up Equity Share Capital of the Company in respect of the financial year 2011-12.The total outgo on account of dividend, inclusive of dividend tax@16.2225% stands at Rs. 29.29 lakhs, for which necessary provision has been made in the accounts.

OPERATIONS

The performance of the company during the year has gone down by Rs. 72.37 Lakhs in gross income and Rs. 21.74 Lakhs net income due to market conditions which still persists. The Company deferred the Rights Issue which was proposed earlier due to adverse market conditions.

INSURANCE

The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE, BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (Stock Code 523019). The annual listing fees for the year 2012- 2013 is paid to the Stock Exchange.

DIRECTORS

Sri Badri Narayan Rathi & Sri K. Harishchandra Prasad, retire by rotation and being eligible offers themself for re-appointment. AUDITORS:

The Auditors of the Company M/s. Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1-B) of the Companies Act, 1956.

AUDITORS'REPORT

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31,2012 and has noted that the same does not have any reservation, qualification or adverse remarks.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules,1975 and forming part of the Directors report for the year ended 31st March, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that they 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 as at the end of the financial year 31.03.2012 and of the profits of the company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate 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;

(iv) that they have prepared the annual accounts on a going concern basis.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of Section 205C of the Companies Act,1956 the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the date of declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the Seven years period for payment of the dividend pertaining to financial year 2004-2005 will expire on September 29, 2012 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.

COMPLIANCE CERTIFICATE:

The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act,1956 is obtained.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. and Axis Bank Ltd. Personal Guarantees are given for obtaining Bank Guarantees by the Managing Director Mr. Hari Narayan Rathi and Executive Director Mr. Chetan Rathi without any consideration.

SUBSIDIARY COMPANY:

B N Rathi Comtrade Private Limited, the Wholly owned subsidiary of your Company, recorded net profit Rs.60.91 Lakhs as against Rs.41.65 Lakhs in the previous year, registering a good growth in value and volume terms.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiary B N Rathi Comtrade Private Limited and forms part of this annual report.

INTERNAL AUDIT:

M/s. T. R.Chadha & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency are nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, Bombay Stock Exchange Limited, MCX Stock Exchange Limited and Central Depository Services (India ) Limited.

Your Directors also acknowledge the continued support given by the valued and esteemed Clients and Sub-brokers and the sincere and dedicated services of the employees of the Company at all levels.

Your Directors also like to express their thanks to the shareholders for the continued confidence reposed in the management of the Company.

For and on behalf of the Board

B.N. Rathi Securities Limited

Date : 30.05.2012

Place : Hyderabad. LAXMINIVAS SHARMA

CHAIRMAN


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 25th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2011 are summarised as under:

(RsJn Lakhs)

2010-11 2009-10

Total Income 696.90 696.41

Total Expenditure 608.23 563.49

Profit before Tax 88.67 132.92

Provision for taxation 28.02 46.46

Profit after Tax 60.65 86.46

Transfer to General Reserves 1.51 2.16

Profit available for Appropriation 59.14 84.30

Provision for proposed Equity Dividend 30.24 30.24

Provision for Corporate Dividend Tax 4.91 5.02

Balance carried to Balance Sheet 23.99 49.04

DIVIDEND:

Your Directors are pleased to recommend a Dividend @ 12% on the Paid up Equity Share Capital of the Company in respect of the financial year 2010-11.The total outgo on account of dividend, inclusive of dividend tax@16.225% stands at Rs. 35.15 lakhs, for which necessary provision has been made in the accounts.

OPERATIONS:

During the year the Company got broker empanelment with two of the Banks for carrying out Trading for them and some more empanelments are in the process. The company opened a Branch at Chennai which will take care of expansion of terminals in Tamilnadu where the presence of the company was not there earlier. With this it is expected that there will be a marked improvement in turnover of the Company. The company is also in the process of expansion in other areas also. The Company acquired through its subsidiary company the Membership of National Spot Exchange.

INSURANCE:

The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE, BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (Stock Code 523019). The annual listing fees for the year 2011- 2012 was paid to the Stock Exchange.

DIRECTORS:

Mr. Laxminivas Sharma, retire by rotation and being eligible offers himself for re-appointment.

AUDITORS:

The Auditors of the Company M/s. Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1-B) of the Companies Act, 1956.

AUDITORS'REPORT:

The Board has duly reviewed the Statutory Auditors 'Report on the Accounts for the year ended March 31,2011 and has noted that the same does not have any reservation, qualification or adverse remarks.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under section 217(2A) ot the Companies Act, 1956 read with the Companies (Particulars of employees) Rules,1975 and forming part of the Directors report for the year ended 31st March, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that they 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 as at the end of the financial year 31.03.2011 and of the profits of the company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate 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;

(iv) that they have prepared the annual accounts on a going concern basis.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of Section 205C of the Companies Act,1956 the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the date of declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2003-2004 will expire on August 31st ,2011 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.

COMPLIANCE CERTIFICATE:

The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act,1956 is obtained.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. and Axis Bank Ltd. Personal Guarantees are given for obtaining Bank Guarantees by the Managing Director Mr. Hari Narayan Rathi and Executive Director Mr. Chetan Rathi without any consideration.

SUBSIDIARY COMPANY:

B N Rathi Comtrade Private Limited, the Wholly owned subsidiary of your Company, recorded net profit Rs.41.65 Lakhs as against Rs.15172/- in the previous year, registering a good growth in value and volume terms.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006,the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiary B N Rathi Comtrade Private Limited and forms part of this annual report.

INTERNAL AUDIT:

M/s. T.R.Chadha & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency is nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, Bombay Stock Exchange Limited and Central Depository Services (India ) Limited.

Your Directors also acknowledge the continued support given by the valued and esteemed Clients and Sub-brokers and the sincere and dedicated services of the employees of the Company at all levels.

Your Directors also like to express their thanks to the shareholders for the continued confidence reposed in the management of the Company.



For and on behalf of the Board B.N. Rathi Securities Limited

LAXMINIVAS SHARMA CHAIRMAN

Date : 28.07.2011 Place : Hyderabad.


Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2010 are summarised as under:

(Rs. In Lakhs)

2009-10 2008-09

Total Income 696.41 443.08

Total Expenditure 563.49 384.10

Profit before Tax 132.92 58.98

Provision for taxation 46.46 20.09

Profit after Tax 86.46 38.89

Transfer to General Reserves 2.16 Nil

Profit available for Appropriation 84.30 38.89

Provision for proposed Equity Dividend 30.24 25.20

Provision for Corporate Dividend Tax 5.02 4.28

Balance carried to Balance Sheet 49.04 9.41



DIVIDEND:



Your Directors are pleased to recommend a Dividend @12% on the Paid up Equity Share Capital of the Company in respect of the financial year 2009-10.The total outgo on account of dividend, inclusive of dividend tax@16.61% stands at Rs. 35.26 lakhs, for which necessary provision has been made in the accounts.

OPERATIONS:

Company has acquired the membership of NSE.BSE & MCX-SX and DP with CDSL.The Company is in the process of employment with various institutions .mutual funds etc.The Company is also making all efforts to expand in the various parts of the company where the presence is nil as of today.

INSURANCE:

The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE ,BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (Stock Code 523019). The annual listing fees for the year 2010- 2011 has been paid to the Stock Exchange.

DIRECTORS:

Smt. Nisha Rathi resigned as Director of the Company on personal grounds. The Board expressed their sincere appreciation for the services rendered by her as Director.

Sri Badri Narayan Rathi & Sri K. Hari Chandra Prasad retire by rotation and being eligible offers themselves for re-appointment.

AUDITORS:

The Auditors of the Company M/s.Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1-B) of the Companies Act,1956.

AUDITORS REPORT:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31,2010 and wish to reply to the report that the same does not have any reservation.qualification or adverse remarks.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES:

None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 and forming part of the Directors report for the year ended 31st March, 2010.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that they have 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 as at the end of the financial year 31.03.2010 and of the profits of the company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a going concern basis.



STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

COMPLIANCE CERTIFICATE;

The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act, 1956 is obtained.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. and Karur Vysya Bank Ltd from time to time and the Company has taken the required steps to increase the Bank Guarantee limits. Personal Guarantees given for obtaining Bank Guarantees by the Managing Director and Director Sri B N Rathi without any consideration.

FORFEITURE OF PREFERENTIAL CONVERTIBLE WARRANTS

During the year the company has forfeited a sum of Rs 11,92,400/- received towards 54,200 convertible warrants for non-opting of conversion of warrants into equity.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared Consolidated Financial statements in accordance with Accounting Standard 21 (AS21) issued by the The Institute of Chartred Accountants of India.The Consolidated Statements reflect the results of the Company and those of its Subsidiary. As required by Clause 32 of the Listing agreement with Stock Exchange ,the Audited Consolidated Financial statements together with Audi- tors Report thereon are annexed and form the part of this Annual Report.

SUBSIDIARY COMPANY

During the financial year, your company acquired 100% of the equity capital of M/s B. N. Rathi Comtrade Pvt. Ltd. and B. N. Rathi Comtarde Pvt. Ltd. has become a wholly owned subsidiary of your Company. B. N. Rathi Comtarde Pvt. Ltd. is a Trading Cum Clearing Member of MCX and NCDEX.

INTERNAL AUDIT:

M/s.T.R.Chadha&Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency is nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, Bombay Stock Exchange Limited and Central Depository Services (India) Limited.

Your Directors also acknowledge the continued support given by the valued and esteemed customers and sub-brokers and the sincere and dedicated services of the employees of the Company at all levels.

Your Directors also like to express their thanks to the shareholders for the confidence which they reposed in the management of the Company.

For and on behalf of the Board

Date : 29.07.2010 Laxminiwas Sharma

Place : Hyderabad. CHAIRMAN

 
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