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Directors Report of CIL Securities Ltd.

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 – 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 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 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

 
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