Mar 31, 2018
Directors'' Report
To,
The Members,
Cni Research Limited
Your directors have pleasure in presenting herewith the Thirty Sixth Annual Report of the company together with Audited Accounts for the year ended 31st March, 2018.
Financial Highlights
2017-18 |
2016-17 |
|
Particulars |
Rs. in Lakh |
Rs. in Lakh |
Total Income |
440.15 |
207.35 |
Profit/(Loss) before Depreciation |
11.34 |
13.77 |
Less: Depreciation & Amortization |
0.22 |
0.22 |
Profit/(loss) before tax |
11.11 |
13.54 |
Provision for tax net off Deferred Tax |
1.60 |
2.20 |
Profit/(loss) after Taxation |
9.49 |
11.31 |
Your company''s total revenue for the period came at Rs. 440.15 lakhs. Over 97% of the revenue came from Equity segment. After substantial performance in the previous year, Indian capital markets surged further on the backdrop of recovering economy and strong macroeconomic conditions which benefited the company''s financial performance as well. The company''s total expenses increased due to increased purchase of stock-in-trade resulting in a total profit of Rs. 9.49 lakhs. Segment wise or product wise performance
Particular / Segment |
Year ended 31st March 2018 |
||||
Rs. In Lakh |
Equity |
Content Sale |
Other Business Income |
Research Product Sale |
Total |
Revenue (Net) |
426.55 |
8.51 |
0.00 |
5.00 |
440.15 |
Profit /(Loss) before tax |
28.51 |
-22.48 |
0.0 |
5.00 |
11.11 |
Note: Segmental revenue (net) break-up excludes dividend income
Retail participation in Indian stock markets has been growing in last few years driven by initiatives by the Indian government and stock exchanges to increase awareness amongst retail investors. Individual participation has increased over the years. Moreover, India has one of the highest savings rates in the world. However, a very small percent of this household savings is actually in the form of capital markets investments. We believe the development of financial markets is not possible without increased retail participation. Hence, we see tremendous opportunity in this segment for Cni in terms of content sale and equity research business. We are revamping our research and content sale business to cater to growing retail segment and execute our expansion plans.
Future Prospects
In FY 2018, the Indian economy grew at the rate of 6.7%, weaker than the Chinese economy whose GDP grew at the rate of 6.9%. A series of actions and developments at the macroeconomic front such as the implementation of the GST bill, rising real interest rates, intensifying Twin Balance Sheet challenges (TBS) and a sharp fall in certain agricultural commodities accounted for the main reasons for weak results. The Goods and Service tax (GST), which was implemented in July 2017, has been one of the biggest game-changers for the Indian economy. The government has taken several steps to modify the GST structure to harmonize and simplify the tax system. With renewed hopes to develop the nation, GST has regained momentum and expanded the growth prospects for India.
Furthermore, initiatives such as Make in India, Digital India, Smart Qties, Financial Inclusion and expansion of large infrastructure projects have supported India to achieve the status of the fastest growing economy of the world. Especially, initiatives such as Make in India has boosted the overall growth of SME''s where your company holds a key position in terms of advising and providing research content.
Your company''s valuable research products have enabled it to procure content sharing agreements with global financial data providers such as Thomson Reuters, Capital IQ-a division of Standards and Poor''s, Dow Jones Factiva and The Markets.com LLC, USA. Your company shares its research relating to small and mid-cap companies with these global providers, thus helping it to build its brand in the global markets.
In the past, your company has displayed accuracy regarding the prediction of the behavior of Sensex and Nifty. This has been possible only because of the presence of in-house research capabilities. Indian economy is in the growth phase and with the initiation of reforms by the government, it is expected that significant funds of investments are likely to be drawn into the capital markets. Thus, Cni''s well-accepted research offerings would help investors increase their wealth. Your company is a debt-free company and it does not intend to raise debt at this point of time. Although some promoters and investors did infuse some funds into the company as reported in FY 2014, the company was not able to reap benefits out of the same. In the coming years, your company may further raise funds to capitalize the growing capital markets and growth opportunities. Fate of Achievement
Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for the company''s outstanding contribution to society and to the nation. The fact that your company''s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.
Research in India is at a nascent stage unlike US and hence the true value of research is yet to be explored in real context. Your company has been rated among one of the best RESEARCH firms by another US based research firm.
Your company is the only non broker professional research firm duly registered with SEBI hence stands out on its own.
Even with regard to the research, your company is ranked no. 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company maintained consistency in the performance even the equity markets are swinging 10% every time.
The continued association of all global agencies along with fresh addition to ties ups like EMIS (ISI Emerging Market UK) and Bloomberg USA clearly speaks high about the quality and brand of your company. Your company is now extending tie up in Europe. Risk
The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in oil prices, moderate growth in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian markets also remained volatile during the year despite policy makers continued to remain accommodative with Fll favored policies. However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater retail participation coupled with improving global markets outlook. Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from creating physical assets and it was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs remained always under check We have been striking balance between executing both expansion and ambitious innovation agendas as well as managing rising costs, which is a key subject of interest for investors. Transfer to Reserves
During the year under review, Rs.9,49,448/- amount has been transferred to Reserves. Dividend
The company is focusing on growth and hence, directors have not yet recommended any dividend for the year under review.
Capital Structure
As on date the paid up share capital of the company is 11,48,04,500.
The details of Authorized Capital, Subscribed Capital & Paid up Capital is as under-
Particulars |
2017-18 Rs. |
2016-17 Rs. |
Authorized Capital |
12,00,00,000 |
12,00,00,000 |
Subscribed & Paid up Capital |
11,48,04,500 |
11,48,04,500 |
Deposits
The company has neither accepted nor renewed any deposit from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year ended March 31, 2018.
Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. Kishor Ostwal is liable to retire by rotation and being eligible offers himself for re-appointment.
The company has received declaration from all the Independent Directors of the company confirming that they meet criteria independence as prescribed under section 149(6) of the Companies Act, 2013.
Number of Meetings of The Board of Directors
A calendar of meeting is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given as under:
Sr. No. |
Date |
Sr. No. |
Date |
Board Meeting |
Audit Committee |
||
1 |
May 18, 2017 |
1 |
May 18, 2017 |
2 |
August 11, 2017 |
2 |
August 11, 2017 |
3 |
November 14, 2017 |
3 |
November 14 , 2017 |
4 |
January 31, 2018 |
4 |
January 31, 2018 |
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.
The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors.
Corporate Governance Report
Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, a detailed report on Corporate Governance forms a part of this Annual Report. A certificate from Auditors of the company confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34 of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, is given in a separate statement which forms part of this Annual Report. Management Discussion and Analysis
Management Discussion and Analysis on matters related to business performance as stipulated in Regulation 34 of the Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, is given in a separate statement which forms part of this Annual Report.
Details of Significant and Material Orders Passed by The Regulators or Courts or Tribunals Impacting The Going Concern Status and Company''s Operations in Future
During the period under review, your company did not receive any such kind of order from the regulator or Courts or Tribunals.
Details in Respect of Adequacy of Internal Financial Controls with Reference to The Financial Statements
I. Internal Control Systems and their Adequacy
The Company has in place adequate internal controls commensurate with the size of the Company and nature of its business and the same were operating effectively throughout the year. Internal Audit is carried out by external auditors and periodically covers all areas of business.
The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the company and accounting procedures at all the locations of the company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. II. Internal Controls over Financial Reporting
The Company has in place adequate internal financial controls commensurate with size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Details of Associate Companies
During the period under review, your company has one associate-Cni Info Xchange Pvt. Ltd. Statutory Auditors
The Board of Directors of the Company proposed the re-appointment M/s Gupta Raj & Co., [Firm Registration No 001687N] Chartered Accountants as Statutory Auditors for a term of five year at 35th Annual General Meeting held on 30th September, 2017, pursuant to provisions of section 139 (2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
The term of appointment of M/s Gupta Raj & Co, as Statutory Auditors of the company, to hold office from upcoming AGM until the conclusion of the seventh consecutive Annual General Meeting of the Members of the Company to be held in the year 2022-23 subject to ratification by members at every Annual General Meeting.
Committees
During the year, in accordance with the Companies Act, 2013 and relevant provision of SEBI (listing obligation and disclosure requirement) Regulation 2015, the Board re-constituted some of its Committees. There are currently Three Committees on our Board which are as follows:
1. Audit Committee
2. Stakeholders'' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the aforementioned committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance.
Review of Auditor''s Report
Your directors are pleased to inform you that the Statutory Auditors of the company have not made any adverse or qualified remarks in their audit report. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Mayur More & Associates, Practicing Company Secretaries, is appended as Annexure - II and forms part of this report. Statutory Compliance
The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement. Compliance certificates are obtained and the Board is informed of the same.
Extract of The 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 part of this Annual Report forming as a part of this Annual Report, as appended as Annexure -III.
Corporate Social Responsibility (CSR)
During the year under review, provision of Corporate Social Responsibility (CSR) Rule has not been applicablefor your company.
General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
i. Details relating to deposits covered under Chapter V of the Act;
ii. Issue of equity shares with differential rights as to dividend, voting or otherwise;
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report; iv. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries/Associates; v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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 for the year ended 31st March, 2018, 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 financial year end on 31st March, 2018 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;
e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Vigil Mechanism Policy
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company at www.cniglobalbiz.com under investors/policy documents/Vigil Mechanism Policy link.
Risk Management Policy
A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
Code of Conduct
The Board of Directors have approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the company''s website www.cniglobalbiz.com. Particulars of Loans, Guarantees or Investments Under Section 186
During the period under review, your company doesn''t have any transaction relating to loans, guarantee or investments under section 186.
Particulars of Contracts or Arrangements with Related Parties
The company has complied with the provisions of Section 188 of the Companies Act, 2013 during the year under review. Material related party transactions which are at arm''s length are disclosed inform AOC-2 annexed in Annexure IV.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Since the company is engaged in the service industry, the company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the company is operating and to ensure that the company uses the most suitable technology. During the year, the company had earned Rs. Nil/- (â) in the form of Royalty for sale of research reports. There is no outgoing in the form of foreign exchange. This does not include payments received from overseas partners and customer directly in Indian rupees. The report in the prescribed format is given in Annexure -I Managerial Remuneration
A. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the period under review, not applicable to your company
B. Details of the every employee of the company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
C. During the period under review, no employee(s) fall under Rule 5(2)the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
D. Any director who is in receipt of any commission from the company and who is a Managing Director or Whole Time Director of the company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board''s Report.
During the period under review, Mr. Kishor P. Ostwal, Managing Director and Mrs. Sangjta Kishor Ostwal, Whole Time Director of the company drawing remuneration.
Listing with Stock Exchanges
The company confirms that it has paid the Annual Listing Fees for the year 2018-19 to BSE Limited where the company''s shares are listed.
Acknowledgements
Your Directors take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar, depository, exchange authorities and bankers who were instrumental in improving the operations of the company.
Sd/- |
||
For and on behalf of Board |
||
Place: Mumbai |
Kishor P. Ostwal |
Mayur Shantilal Doshi |
Date: 24th August 2018 |
Managing Director |
Director |
DIN: 00460257 |
DIN: 02220572 |
Annexure-l
In terms of section 217(1)(e) of the Companies Act, 1956, read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:
I. CONSERVATION OF ENERGY
a) Energy conservation measures taken - NIL Nature of your company''s operations entails a very low level of energy consumption.
b) Additional investments and proposals if any, being implemented for reduction of consumption of energy- NIL
c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods - NIL
d) Total energy consumption and energy consumption per unit of production - NIL
II. DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,
I. Research and Development: Your company is predominantly a content creator and therefore has not set up a formal R&D unit.
II. Technology Absorption, Adaptation and Innovation:
Your Company is predominantly a content creator and therefore not set up a formal R&D unit.
III. Foreign Exchange Earnings and Outgo
Earnings in Foreign Exchange: Rs. Nil/-(FY 2017: Rs. 2,913/-) Foreign Exchange Outgo: Nil (FY2017: Nil)
Annexure-ll
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Cni Research Limited
Registered Office: A-120, Gokul Arcade, Sahar Road, Vile Parle (East), Mumbai-400057
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Cni Research Limited CIN - L45202MH1982PLC041643 ("hereinafter called the company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the Cni Research Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: 1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by Cni Research Limited (''the Company'') for the financial year ended on 31st March, 2018 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made there under; ii. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 (''FEMA'') and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings -Not applicable to this company;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Depositories and Participants) Regulation, 1996;
e. The Securities and Exchange Board of India (Research Analyst) Regulation, 2014;
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g. The Securities Contracts (Regulation) Rules, 1957;
h. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015;
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India.
ii. The Listing Agreements entered into by the Company with Bombay Stock Exchange.
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned except to the extend as mentioned below:-
The Notice for holding Board meeting for approval of Financial results and the Financial results have not been published in Newspapers as required under SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.
2. We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.
3. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
Place: Mumbai |
For, Mayur More & Associates |
Date: 31st May 2018 |
Company Secretaries |
Mayur More (Proprietor) |
|
ACS No 3529 CP No. 13104 |
Annexure A
To,
The Members
M/s Cni Research Limited
Registered Office: A-120, Gokul Arcade, Sahar Road, Vile Parle (East), Mumbai-400057
Our report of even date is to read a long with this letter.
1. Maintenance of secretarial record is the responsibilities of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practice and processes as were appropriate to obtain reasonable assurance about correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practice, we followed provide a reasonable basis for our opinion.
3. We have not verified correctness and appropriateness of financial records and books of accounts of the Company.
4. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and happening of events, etc.
5. The Compliance of the provision of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place: Mumbai |
For, Mayur More & Associates |
Date: 31st May 2018 |
Company Secretaries |
Mayur More (Proprietor) |
|
ACS No 3529 CP No. 13104 |
Annexure-lll Form No. MGT-9
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31st March, 2018
Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014.
REGISTRATION AND OTHER DETAILS:
i. |
CIN |
L45202MH1982PLC041643 |
ii. |
Registration Date |
12 - 04 - 1982 |
iii. |
Name of the company |
Cni Research Limited |
iv. |
Category / Sub-category of the company |
Company Limited by Shares Indian Non Government Company |
V. |
Address of the Registered office and contact details |
A-120, Gokul Arcade, Opp. Garware House, Sahar Road, Vile Parle (East), Mumbai - 400057, Tel: 022 - 28383889 |
vi. |
Whether listed company |
Yes |
vii. |
Name, Address and Contact details of Registrar and Transfer Agent, if Any |
Universal Capital Securities Pvt. Ltd. Registered Off. - 21, Shakil Niwas, Opp. Satya Sai Baba Temple, Mahakali Caves Road, Andheri (East), Mumbai, Maharashtra - 400093. Tel: 022 - 28207203-05/28257641 Fax: 022 - 28207207 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10% or more of the total turnover of the company shall be stated)
Sr. No. |
Name and Description of Main Products/Services |
NIC Code of the Product/Service |
% of Total Turnover of the Company |
1 |
Equity Research and Investment Advisors |
7320 |
99.99% |
III. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. No. |
Name and Address of the Company |
CIN/GLN |
Holding / Subsidiary / Associate |
% of Shares Held |
Applicable Section |
1 |
Nil |
_ |
_ |
_ |
_ |
IV. SHAREHOLDING PATTERN
( Equity Share Capital Breakup as a percentage of Total Equity) |
|||||||||
i. Category-wise Share Holding |
|||||||||
No. of Shares held at the beginning of the year [As on 31-March-2017] |
No. of Shares held at the end of the year [As on 31-March-2018] | |
% Change during the year |
|||||||
Category of Shareholders |
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
|
A. Promoters |
|||||||||
(1) Indian |
|||||||||
a) Individual/ HUF |
21,531,346 |
21,531,346 |
18.75% |
22,131,346 |
- 22,131,346 |
19.28% |
2.79% |
||
b) Central Govt |
- |
0.00% |
0.00% |
0.00% |
|||||
c) State Govt(s) |
- |
0.00% |
0.00% |
0.00% |
|||||
d) Bodies Corp. |
21,072,123 |
21,072,123 |
18.35% |
20,472,123 |
- 20,472,123 |
17.83% |
-2.79% |
||
e) Banks / Fl |
- |
0.00% |
0.00% |
0.00% |
|||||
f) Any other |
- |
0.00% |
0.00% |
0.00% |
|||||
Sub Total (A) (1) |
42,603,469 |
- |
42,603,469 |
37.11% |
42,603,469 |
- 42,603,469 |
37.11% |
0.00% |
|
(2) Foreign |
|||||||||
a) NRI Individuals |
- |
0.00% |
0.00% |
0.00% |
|||||
b) Other Individuals |
- |
0.00% |
0.00% |
0.00% |
|||||
c) Bodies Corp. |
- |
0.00% |
0.00% |
0.00% |
|||||
d) Any other |
- |
0.00% |
0.00% |
0.00% |
|||||
Sub Total (A) (2) |
- |
- |
- |
0.00% |
0.00% |
0.00% |
|||
TOTAL (A) |
42,603,469 |
42,603,469 |
37.11% |
42,603,469 |
- 42,603,469 |
37.11% |
0.00% |
||
B. Public Shareholding |
|||||||||
1. Institutions |
|||||||||
a) Mutual Funds |
- |
0.00% |
0.00% |
0.00% |
|||||
b) Banks/FI |
- |
0.00% |
0.00% |
0.00% |
|||||
c) Central Govt |
- |
0.00% |
0.00% |
0.00% |
|||||
d) State Govt(s) |
- |
0.00% |
0.00% |
0.00% |
|||||
e) Venture Capital Funds |
- |
0.00% |
0.00% |
0.00% |
|||||
f) Insurance Companies |
- |
0.00% |
0.00% |
0.00% |
|||||
g) FMs |
- |
0.00% |
0.00% |
0.00% |
|||||
h) Foreign Venture Capital Funds |
- |
0.00% |
0.00% |
0.00% |
|||||
i) Others (specify) |
- |
0.00% |
0.00% |
0.00% |
|||||
Sub-total (B)(1):- |
- |
- |
- |
0.00% |
0.00% |
0.00% |
|||
2. Non-Institutions |
|||||||||
a) Bodies Corp. |
|||||||||
i) Indian |
- |
0.00% |
0.00% |
0.00% |
|||||
ii) Overseas |
- |
0.00% |
0.00% |
0.00% |
|||||
b) Individuals |
|||||||||
i) Individual shareholders holding nominal share capital up to Rs. 1 lakh |
62,363,694 |
366,074 |
62,729,768 |
54.64% |
62,363,494 |
366,074 |
62,729,568 |
54.64% |
0.00% |
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh |
- |
0.00% |
0.00% |
0.00% |
|||||
c) Others (specify) |
9,471,263 |
9,471,263 |
8.25% |
9,471,263 |
9,471,263 |
8.25% |
|||
Non Resident Indians |
- |
0.00% |
0.00% |
||||||
Overseas Corporate Bodies |
- |
0.00% |
0.00% |
0.00% |
|||||
Foreign Nationals |
- |
0.00% |
0.00% |
0.00% |
|||||
Clearing Members |
- |
0.00% |
0.00% |
0.00% |
|||||
Trusts |
- |
0.00% |
0.00% |
0.00% |
|||||
Foreign Bodies - D R |
- |
0.00% |
0.00% |
0.00% |
|||||
Sub-total (B)(2):- |
71,834,957 |
366,074 |
72,201,031 |
62.89% |
71,834,757 |
366,074 |
72,200,831 |
62.89% |
0.00% |
Total Public (B) |
71,834,957 |
366,074 |
72,201,031 |
62.89% |
71,834,757 |
366,074 |
72,200,831 |
62.89% |
0.00% |
C. Shares held by Custodian for GDRs& ADRs |
- |
0.00% |
0.00% |
0.00% |
|||||
Grand Total (A B C) |
114,438,426 |
366,074 |
114,804,500 |
100.00% |
114,438,226 |
366,074 |
114,804,300 |
100.00% |
0.00% |
ii. Shareholding of Promoters
Shareholding at the beginning of the year |
Shareholding at the end of the year |
% change in shareholding during the year |
|||||||
Sr. No. |
Shareholder''s Name |
No. of Shares |
% of total Shares of the company |
% of Shares pledged / encumbered to total |
No. of Shares |
% of total Shares of the company |
% of Shares pledged / encumbered to total |
||
1 |
Sangita Kishor Ostwal |
7,343,211 |
6.40% |
7,343,211 |
6.40% |
- |
1.38% |
||
2 |
Kishor P. Ostwal |
2,409,858 |
2.10% |
3,009,858 |
2.62% |
- |
24.90% |
||
3 |
KP Ostwal HUF |
11,778,277 |
10.26% |
11,778,277 |
10.26% |
0.00% |
|||
4 |
NEIL Information Technology Ltd |
9,438,000 |
8.22% |
9,438,000 |
8.22% |
0.00% |
|||
5 |
Shreenath Finstock Private KTD |
8,482,277 |
7.39% |
- |
8,482,277 |
7.39% |
- |
0.00% |
|
6 |
Cni Infoxchange Pvt Ltd |
3,151,846 |
2.75% |
- |
2,551,846 |
2.22% |
- |
-19.04% |
|
Total |
42,603,469 |
37.11% |
42,603,469 |
37.11% |
5.86% |
iii. Change in Promoters'' Shareholding
SN |
Date |
Reason |
Shareholding at the beginning of the year (1.4.2017) |
Cumulative Shareholding during the year (1.4.2017 to 31.3.2018)| |
|||
Partculars |
No. of shares |
% of total shares |
No. of shares |
% of total shares |
|||
1 |
SANGITA KISHOR OSTWAL |
||||||
At the beginning of the year |
7,343,211 |
6.40% |
7,343,211 |
6.40% |
|||
Changes during the year |
0 |
0.00% |
0 |
0.00% |
|||
At the end of the year |
7,343,211 |
6.40% |
7,343,211 |
6.40% |
|||
2 |
KISHOR P. OSTWAL |
||||||
At the beginning of the year |
2,409,858 |
2.10% |
2,409,858 |
2.10% |
|||
Changes during the year |
Transfer |
600,000 |
0.52% |
600,000 |
0.52% |
||
At the end of the year |
3,009,858 |
2.62% |
3,009,858 |
2.62% |
|||
3 |
K P OSTWAL HUF |
||||||
At the beginning of the year |
11,778,277 |
10.26% |
11,778,277 |
10.26% |
|||
Changes during the year |
- |
0.00% |
- |
0.00% |
|||
At the end of the year |
11,778,277 |
10.26% |
11,778,277 |
10.26% |
|||
4 |
NEIL INFORMATION TECHNOLOGY LTD |
||||||
At the beginning of the year |
9,438,000 |
8.22% |
9,438,000 |
8.22% |
|||
Changes during the year |
- |
0.00% |
- |
0.00% |
|||
At the end of the year |
9,438,000 |
8.22% |
9,438,000 |
8.22% |
|||
5 |
SHREENATH FINSTOCK PVT LTD |
||||||
At the beginning of the year |
8,482,277 |
7.39% |
8,482,277 |
7.39% |
|||
Changes during the year |
- |
0.00% |
- |
0.00% |
|||
At the end of the year |
8,482,277 |
7.39% |
8,482,277 |
7.39% |
|||
6 |
CNI INFOXCHANGE PVT LTD |
||||||
At the beginning of the year |
3,151,846 |
2.75% |
3,151,846 |
2.75% |
|||
Changes during the year |
Transfer |
600,000 |
0.52% |
600,000 |
0.52% |
||
At the end of the year |
2,551,846 |
2.22% |
2,551,846 |
2.22% |
iv. Shareholding Pattern of Top Ten Shareholders
(Other than Directors, Promoters and Holders of GDRs and ADRs):
SN |
For each of the Top 10 shareholders |
Date |
Reason |
Shareholding at the beginning of the year (1.4.2017) |
Cumulative Shareholding during the year (1.4.2017 to 31.3.2018) |
||
No. of shares |
% of total shares |
No. of shares |
% of total shares |
||||
1 |
NANDKISHOR CHATURVEDI HUF |
||||||
At the beginning of the year |
8,905,000 |
7.76% |
8,905,000 |
7.76% |
|||
Changes during the year |
- |
0.00% |
- |
0.00% |
|||
At the end of the year |
8,905,000 |
7.76% |
8,905,000 |
7.76% |
|||
2 |
ALKA CHATURVEDI |
||||||
At the beginning of the year |
5,000,000 |
4.36% |
5,000,000 |
4.36% |
|||
Changes during the year |
- |
0.00% |
0.00% |
||||
At the end of the year |
5,000,000 |
4.36% |
5,000,000 |
4.36% |
|||
3 |
SURESH CHATURVEDI |
||||||
At the beginning of the year |
5,000,000 |
4.36% |
5,000,000 |
4.36% |
|||
Changes during the year |
- |
0.00% |
0.00% |
||||
At the end of the year |
5,000,000 |
4.36% |
5,000,000 |
4.36% |
|||
4 |
UJJAL KUMAR UPADHAYA |
||||||
At the beginning of the year |
5,000,000 |
4.36% |
5,000,000 |
4.36% |
|||
Changes during the year |
- |
0.00% |
0.00% |
||||
At the end of the year |
5,000,000 |
4.36% |
5,000,000 |
4.36% |
|||
5 |
SANGITA UPADHAYA |
||||||
At the beginning of the year |
5,000,000 |
4.36% |
5,000,000 |
4.36% |
|||
Changes during the year |
- |
0.00% |
0.00% |
||||
At the end of the year |
5,000,000 |
4.36% |
5,000,000 |
4.36% |
|||
6 |
AKASH ORAGANIC PVT LTD |
||||||
At the beginning of the year |
4,136,500 |
3.60% |
4,136,500 |
3.60% |
|||
Changes during the year |
- |
0.00% |
0.00% |
||||
At the end of the year |
4,136,500 |
3.60% |
4,136,500 |
3.60% |
|||
7 |
ANITA CHATURVEDI |
||||||
At the beginning of the year |
2,513,750 |
2.19% |
2,513,750 |
2.19% |
|||
Changes during the year |
- |
0.00% |
0.00% |
||||
At the end of the year |
2,513,750 |
2.19% |
2,513,750 |
2.19% |
|||
8 |
MANISH KANTILAL SHAH |
||||||
At the beginning of the year |
1,953,714 |
1.70% |
1,953,714 |
1.70% |
|||
Changes during the year |
0.00% |
0.00% |
|||||
At the end of the year |
1,953,714 |
1.70% |
1,953,714 |
1.70% |
|||
9 |
BP EQUITIES LTD |
||||||
At the beginning of the year |
0.00% |
0.00% |
|||||
Changes during the year |
1,100,000 |
0.96% |
1,100,000 |
0.96% |
|||
At the end of the year |
1,100,000 |
0.96% |
1,100,000 |
0.96% |
|||
10 |
AMIT AZAD |
||||||
At the beginning of the year |
1,093,914 |
0.95% |
1,093,914 |
0.95% |
|||
Changes during the year |
- |
0.00% |
0.00% |
||||
At the end of the year |
1,093,914 |
0.95% |
1,093,914 |
0.95% |
v. Shareholding of Directors and Key Managerial Personnel:
Sr. No |
Shareholding of each Directors and each Key Managerial Personnel |
Date |
Reason |
Shareholding at the beginning of the year (1.4.2017) |
Cumulative Shareholding during the year (1.4.2017 to 31.3.2018) |
||
No. of shares |
% of total shares |
No. of shares |
% of total shares |
||||
1 |
KISHOR OSTWAL |
||||||
At the beginning of the year |
2,409,858 |
2.10% |
2,409,858 |
2.10% |
|||
Changes during the year |
Transfer |
600,000 |
0.52% |
600,000 |
0.52% |
||
At the end of the year |
3,009,858 |
2.62% |
3,009,858 |
2.62% |
|||
2 |
SANGITA KISHOR OSTWAL |
||||||
At the beginning of the year |
7,243,211 |
6.40% |
7,243,211 |
6.40% |
|||
Changes during the year |
- |
0.00% |
- |
0.00% |
|||
At the end of the year |
7,343,211 |
6.40% |
7,343,211 |
6.40% |
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Particulars |
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
Indebtedness at the beginning of the financial year |
||||
i) Principal Amount |
- |
|||
ii) Interest due but not paid |
- |
|||
iii) Interest accrued but not due |
- |
|||
Total (i ii iii) |
- |
|||
Change in indebtedness during the financial year |
||||
- Addition |
- |
|||
- Reduction |
_ |
_ |
_ |
_ |
Net Change Indebtedness at the end of the financial year |
||||
i) Principal Amount |
- |
- |
- |
- |
ii) Interest due but not paid |
- |
- |
- |
- |
ii) Interest accrued but not due |
- |
- |
- |
- |
Total (i ii iii) |
- |
- |
- |
- |
VI. Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing Director, Whole Time Directors and/or Manager
Sr. No. |
Particulars of Remuneration |
Name of MD/W |
TD/ Manager |
Total Amount (Rupees) |
|
Name Designation |
KISHOR OSTWAL MANAGING DIRECTOR |
SANGITA OSTWAL EXECUTIVE DIRECTOR |
|||
1 |
Gross salary |
144,000.00 |
240,000.00 |
384,000.00 |
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
- |
- |
- |
||
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
- |
- |
- |
||
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- |
- |
- |
||
2 |
Stock Option |
- |
|||
3 |
Sweat Equity |
- |
- |
- |
|
4 |
Commission |
- |
- |
- |
|
- as % of profit |
- |
- |
- |
||
- others, specify |
- |
- |
- |
||
5 |
Others, please specify |
- |
- |
- |
|
Total (A) |
144,000.00 |
240,000.00 |
384,000.00 |
||
Ceiling as per the Act |
B. Remuneration to other Directors
Sr. No. |
Particulars of Remuneration |
Name of Directors |
Total Amount (Rupees) |
||
N.A. |
N.A. |
N.A. |
|||
1 |
Independent Directors Fee for attending board committee meetings |
- |
- |
||
Commission |
- |
- |
|||
Others, please specify |
- |
- |
|||
Total (1) |
- |
- |
|||
2 |
Other Non-Executive Directors |
- |
- |
||
Fee for attending board committee meetings |
- |
- |
|||
Commission |
- |
- |
- |
- |
|
Others, please specify |
- |
- |
- |
- |
|
Total (2) |
- |
- |
- |
- |
|
Total (B)=(l 2) |
- |
- |
- |
- |
|
Total Managerial Remuneration |
- |
- |
- |
- |
|
Overall Ceiling as per the Act |
- |
- |
- |
- |
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
Sr. No. |
Particulars of Remuneration |
Name of Key Managerial Personnel |
Total Amount (Rupees) |
||
Name Designation |
CEO |
Sheetal Thakkar CFO |
Chintan Bharatbhai Doshi CS |
||
1 |
Gross salary |
3,00,000 |
120,000 |
4,20,000 |
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
- |
||||
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
- |
||||
(c) Profits in lieu of salary under |
|||||
section 17(3) Income-tax Act, 1961 |
|||||
2 |
Stock Option |
- |
|||
3 |
Sweat Equity |
||||
4 |
Commission |
||||
- as % of profit |
- |
||||
- others, specify |
- |
||||
5 |
Others, please specify |
- |
|||
Total |
- |
3,00,000 |
1,20,000 |
4,20,000 |
VII. Penalties / Punishment / Compounding of Offences:
Type |
Section of the companies act |
Brief description |
Details of Penalty/ Punishment/ Compounding fees imposed |
Authority (RD/NCLT/COURT) |
Appeal made, if any (Give Details) |
A. Company: N.A. |
|||||
Penalty |
|||||
Punishment |
|||||
Compounding |
|||||
B. Directors: N.A. |
|||||
Penalty |
|||||
Punishment |
|||||
Compounding |
|||||
C. Other Officers in Default: N.A. |
|||||
Penalty |
|||||
Punishment |
|||||
Compounding |
For and on behalf of Board |
||
Sd/- |
Sd/- |
|
Place: Mumbai |
Kishor P. Ostwal |
Mayur Shantilal Doshi |
Date: 24th August, 2018 |
Managing Director |
Director |
DIN: 00460257 |
DIN: 02225072 |
Annexure IV
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of material contracts or arrangement or transactions at arm''s length basis:
a) Name(s) of the related party and nature of relationship: Mr. Kishor Ostwal, Key Managerial Personnel
b) Nature of contracts/arrangements/transactions: 15,44,000 buying of equity shares from CNI Research Ltd.
c) Duration of the contracts/arrangements/transactions: One Time
d) Salient terms of the contracts or arrangements or transactions including the value, if any. As per management decision, the company reduced its stake of unlisted Indian companies as when the opportunity comes.
e) Date (s) of approval by the Board, if any:
f) Amount paid as advances, if any: Nil
For and on behalf of the Board
Kishor Ostwal Managing Director DIN: (00460257)
Date: 29th May, 2018
Mar 31, 2016
Directors'' Report To, The Members, Cni Research Limited
The directors have pleasure in presenting herewith the Thirty Fourth Annual Report of the company together with Audited Accounts for the year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS:
Particulars |
2015-16 |
2014 -15 |
Rs. in Lakhs |
Rs. in Lakhs |
|
Total Income |
4,869.1 |
2,412.9 |
Profit/(loss) before Depreciation |
-43.1 |
127.0 |
Less: Depreciation & Amortization |
0.2 |
0.5 |
Profit / (Loss) before tax |
-43.3 |
126.5 |
Provision for tax net off Differed Tax |
0.0 |
25.3 |
Profit/(Loss) after Taxation |
-43.4 |
101.2 |
Your company has grown its total income over 100% clocking a revenue of Rs. 48.7 crore. Equity segment was the major contributor with revenue standing at Rs. 48.5 crore. Muted performance of Indian equity markets in tandem with global equity markets has significantly impacted equity segment profits of your company. With prudent risk management, your company managed to minimize the overall negative impact of financial markets with your company''s losses remaining just about Rs. 43.4 lakhs.
Segment wise or product wise performance
Particular / Segment |
Year ended 31st March 2016 |
||||
Rs. In Lakhs |
Equity |
Content Sale |
Other Business Income |
Research Product Sale |
Total |
Revenue (Net) |
4,851.4 |
10.6 |
7.0 |
0.2 |
4,869.2 |
Profit /(Loss) before tax |
-23.3 |
-27.1 |
7.0 |
0.2 |
-43.3 |
Capital expenditure |
Nil |
Nil |
Nil |
Nil |
Nil |
Retail participation in Indian stock markets has been growing in last few years driven by initiatives by the Indian government and stock exchanges to increase awareness amongst retail investors. Individual participation increased from 12.2% in FY 2015 to 13.9% in FY 2016. Moreover, India has one of the highest savings rate in the world. However, a very small percent of this household savings is actually in the form of capital markets investments. We believe development of capital markets is not possible without increased retail participation. Hence, we see tremendous opportunity in this segment for Cni in terms of content sale and equity research business. We are revamping our research and content sale business to cater to growing retail segment and execute our expansion plans.
Future Prospects
In FY 2016, India''s economic growth was strong growing 7.6% faster than China (CY 2015 real GDP growth of 6.9%) largely driven by reforms undertaken by the Prime Minister Modi led government. Progressive initiatives such as Make in India, Digital India, Smart Cities, large infrastructure projects, financial inclusion etc. to name a few. These initiatives should underpin long term growth prospects of the Indian economy as well as bode well for the performance of the financial sector in India. According to the IMF, Indian economy is expected to grow at a robust pace with next year''s real GDP growth exceeding China''s growth. Further, with Make in India campaign, the Indian government is emphasizing on local manufacturing, thus increasing the importance of SME sector where our company holds a key position in terms of advising and providing research content on the same. Moreover, your company already has content sharing agreements with various global financial data providers such as Thomson Reuters, Capital IQ - a division of Standard & Poor''s, Dow Jones Factiva and TheMarkets.com LLC, USA. Your company also provides research on small and mid cap companies to these global providers, helping us to build our brand across the globe and make Cni an international brand.
In the past, we have been accurate in predicting Nifty/ Sensex behavior supported by our in-house research capabilities. Indian economy is on growth trajectory and increased participation of retail investors should bode well for Indian capital markets growth. Cni''s research offering are well accepted by FIIs and overseas investors, helping them in wealth creation. Your company would go ahead with business restructuring plan which we had kept on hold for past few years due to challenging market conditions and muted performance of global economies. We would be aggressively expanding our content sale business segment as right data and information is a key in the current business environment. We are a debt free company and we intend to remain so. As reported in FY 2014 some investors and promoters did infuse funds in the company though the same was not up to the mark. In order to expand and execute our business plans we may raise further funds to capitalize the growing capital market and growth opportunities.
FATE OF ACHIEVEMENT
Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for the company''s outstanding contribution to society and to the nation. The fact that your company''s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.
Research in India is at a nascent stage unlike US and hence the true value of research is yet to be explored in real context. Your company has been rated among one of the best RESEARCH firms by another US based research firm.
Your company is the only non broker professional research firm duly registered with SEBI hence stands out on its own.
Even with regard to the research, your company ranked no 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company maintained consistency in the performance even the equity markets are swinging 10% every time.
The continued association of all global agencies along with fresh addition to ties ups like EMIS (ISI Emerging Market UK) and Bloomberg USA clearly speaks high about the quality and brand of your company. Your company is now extending tie up in Europe.
Risk
The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in oil prices, slowdown in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian markets also remained volatile during the year despite policy makers continued to remain accommodative with FII favoured policies. However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater retail participation coupled with improving global markets outlook.
Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from creating physical assets and it was prudently decided by the management to invest technology, investment opportunities instead of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs remained always under check. We have been striking balance between executing both expansion and ambitious innovation agendas as well as managing rising costs, which is a key subject of interest for investors.
TRANSFER TO RESERVES
During the year under review, NIL amount has been transferred to Reserves.
DIVIDEND
The company is focusing on growth and hence, directors have not yet recommended any dividend for the year under review. Your Company has rewarded members with good bonus track record and may continue its trend in future.
CAPITAL STRUCTURE
The Board of Directors of the company has allotted 3,92,00,000 equity shares and 1,08,00,000 convertible equity warrants pursuant to conversion into equity shares. As on date the paid up share capital of the company is 11,48,04,500.
The details of Authorised Capital, Subscribed Capital & Paid up Capital is as under:-
Particulars |
2015-16 |
2014-15 |
Rs. |
Rs. |
|
Authorised Capital |
12,00,00,000 |
12,00,00,000 |
Subscribed & Paid up Capital |
11,48,04,500 |
10,94,04,500 |
DEPOSITS
During the period under review, your company has not accepted/renewed any deposits.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. Kishor P. Ostwal is liable to retire by rotation and being eligible offers himself for reappointment.
Also, the Board of Directors of the company appointed Mr. Mehul Y. Desai as an Additional Independent Director of the company in the Board at the meeting held on July 30th, 2015 under Section 161 of the Companies Act, 2013. Further, pursuant to relevant provision of section 149 of the Companies Act, 2013, Mr. Mehul Y. Desai was appointed as Non Executive Independent Director of the company for a term of five years w.e.f. Thursday, July 30th, 2015 - at 33rd Annual General Meeting of the company.
The company has received declaration from all the Independent Directors of the company confirming that they meet criteria independence as prescribed under section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A calendar of meeting is prepared and circulated in advance to the Directors. During the year five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given as under:
Sr. No. |
Date |
Sr. No. |
Date |
Board Meeting |
Audit Committee |
||
1 |
April 13, 2015 |
1 |
April 13, 2015 |
2 |
May 19, 2015 |
2 |
May 19, 2015 |
3 |
July 30, 2015 |
3 |
July 30, 2015 |
4 |
November 10, 2015 |
4 |
November 10, 2015 |
5 |
February 11, 2016 |
5 |
February 11, 2016 |
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the stock exchanges for the period Wednesday, April 01st, 2015 to Monday, November 30th, 2015 and as referred to in provision of regulation 15(2) of Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015 for the period Tuesday, December 01st, 2015 to Thursday, March 31st, 2016, the company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement and relevant provision of SEBI (listing obligation and disclosure requirement) Regulation 2015, is presented in a separate section forming part of the Annual Report.
DETAILS OF SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE
During the period under review, your company did not receive any such kind of order from the regulator or Courts or Tribunals.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Your company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The company''s internal control system is commensurate to the size, scale and complexities of its operations.
DETAILS OF ASSOCIATE COMPANIES
During the period under review, your company has one associate - Cni InfoXchange Pvt. Ltd.
STATUTORY AUDITORS
M/s. N.K Jalan & Co, Chartered Accountants, Statutory Auditors of the company hold office up to 35th Annual General Meeting and are eligible for re-appointment. The company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their reappointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.
COMMITTEES
During the year, in accordance with the Companies Act, 2013 and relevant provision of SEBI (listing obligation and disclosure requirement) Regulation 2015, the Board re-constituted some of its Committees. There are currently Three Committees on our Board which are as follows:
1. Audit Committee
2. Stakeholders'' Relationship Committee
3. Nomination and remuneration Committee
Details of all the aforementioned committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance.
REVIEW OF AUDITOR''S REPORT
Your directors are pleased to inform you that the Statutory Auditors of the company have not made any adverse or qualified remarks in their audit report.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Mayur More & Associates, Practicing Company Secretaries, is appended as Annexure - II and forms part of this report.
STATUTORY COMPLIANCE
The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement. Compliance certificates are obtained and the Board is informed of the same.
EXTRACT OF THE 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 MGT9 as a part of this Annual Report is forming part of this Annual Report, as appended as Annexure III.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, provision of Corporate Social Responsibility (CSR) Rule has not applicable to your company.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit 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;
e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company at www.cniglobalbiz.com under investors/policy documents/Vigil Mechanism Policy link.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior Management and their remuneration.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the company''s website www.cniglobalbiz.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the period under review, your company doesn''t have any transaction relating to loans, guarantee or investments under section 186.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the period under review, your company doesn''t have Contract or arrangement referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is engaged in the service industry, the company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the company is operating and to ensure that the company uses the most suitable technology. During the year, the company had earned Rs. 6,637/- (~US $ 100) in the form of Royalty for sale of research reports. There is no outgoing in the form of foreign exchange. This does not include payments received from overseas partners and customer directly in Indian rupees.
The report in the prescribed format is given Annexure-I
MANAGERIAL REMUNERATION
A. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
_During the period under review, not applicable to your company_
B. Details of the every employee of the company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
C. During the period under review, No employee (s) fall under Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
D. Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board''s Report.
During the period under review, Mr. Kishor P. Ostwal, Managing Director and Mrs. Sangita Kishor Ostwal, Whole Time Director of the company drawing remuneration.
LISTING WITH STOCK EXCHANGES
The company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE Limited where the company''s shares are listed.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar, depository, exchange authorities and bankers who were instrumental in improving the operations of the company.
sd/-
For and on behalf of Board
Place: Mumbai Kishor P. Ostwal Mayur Shantilal Doshi
Date: 04th August 2016 Managing Director Director
DIN: 00460257 DIN: 02220572
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting herewith the Thirty Second
Annual Report of the Company together with Audited Accounts for the
year ended 31 st March 2014.
Particulars 2013-14 2012-13
Rs. Rs.
Total Income 3,11,76,002 15,12,12,488
Profit/(loss) before Depreciation 3,54,155 7,25,852
Less: Depreciation & Amortization 2,56,438 2,46,275
Profit / (Loss) before tax 97,717 4,79,577
Provision for tax net off
Differed Tax 46,699 50,518
Earlier Tax provisions written
back 15,70,105 NIL
Profit/(Loss) after Taxation 17,14,522 4,29,059
Your company Sustained the Seven years down turn after Lehman and now
likely to grow in tune with the market growth.
This is well known fact that 90% of the retail investors had deserted
capital market as they were finding trading in commodity and currency
easier with less amount of margin requirement. The absence of physical
settlement had reduced equity to piece of paper. The volatility has
increased many folds. The equity market made new highs, the area of
operations was dominated by FII and DII etc. and it was restricted to
only Nifty and Sensex stocks. FIIs now own 30% of Sensex and Nifty
stock and hence there is no alternative to them to remain bullish in
India Cni had projected pre election that NDA will get 272 seats and
investors should remain long before election. The gamble played off as
Nifty and Sensex gave 25% immediate returns.
At the same time Indian economy hit the bottom, cyclical recovery is in
place, global recovery is also there. RBI so far holding on rates and
any rate cut will add more strength in the economy and the market. The
end of policy paralysis, recovery in mid caps and small caps are
bringing back retail investors, this is good for your company.
Your Company''s research has been well accepted by FIIs and overseas
investors. Your Company''s research is also helping members create
wealth.
1200 odd companies are still suspended from trading, 2500 odd companies
are in illiquid category and 800 are in trade to trade. This makes the
equity investments and trading more challenging. Exit from such dead
investments can raise investor''s confidence alarmingly.
Your management''s vision and perception has not changed. We still hold
that Sensex 41000 is not a dream. In fact with lower retail ownership
the hurdles in such targets will be very low. We expect even to see
Sensex crossing 45000 in next 3 years.
We expect good times to return and next four years will be good for
market.
We could not implement the business restructuring plans in last few
years as the environment of business is continuously shrinking post
LEHMAN issue and global economies are not responding to the changing
environment. Those who tried to expand with leveraged debts are facing
difficult challenges and going through the most difficult phase of
their business. Most of debt ridden companies were not taken kindly by
investors. Your company is still debt free. However some investors have
shown keen interest in infusing much required funds in the Company
which will help your company grow at desired pace.
FATE OF ACHIEVEMENT:
Your company which has strategic partnerships with the best global
agencies in the world has been chosen for the prestigious award
"Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for
Economic Growth and Research (CEGR) for company''s outstanding
contribution to society and to the nation. The fact that your company''s
content has been picked by NY times FT USA clearly suggests that the
quality of the content is world class. Your company has been invited by
many international rating and performance agencies for awards in the
field of research.
Research in India is at a nascent stage unlike US and hence the true
value of research is yet to be exploded in real context. Your Company
has been rated among one of the best RESEARCH firm by another US based
research firm.
Even with regard to the research your company ranked no 1 in India as
it has maintained 95% strike rate in calls generated in A group
investment and trading. The performance of your company is exhibited on
the home page of the website of your company www.cniglobalbiz.com. Your
company maintained consistency in the performance even the equity
markets are swinging 10% every time.
The continued association of all global agencies along with fresh
addition to ties ups like ISI Emerging Market UK and Bloomberg USA
clearly speaks high about the quality and brand of your company. Your
company is now extending tie up in Europe.
FUTURE PROSPECTS:
Today India is the fastest growing economy behind China this means that
our financial sector is performing very well and to achieve faster
growth our financial sector would have to be wider in the sense that
small companies should be given an opportunity to grow by providing
them with the finance.
The company has entered into a content sharing agreement with Thompson
Reuters, Capital IQ a division of Standard & Poor''s, Dow Jones Factiva
a division of Dow Jones and TheMarkets.com division of Standard and
Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for
providing content and research on small and mid cap companies. This has
helped the company to build its brand and make it an international
brand.
Time is changing very fast and the idea of setting first of its kind of
research house is finding wide acceptance globally.
Your company had also entered into high growth area such as investment
banking and other financial solutions which are incidental to the core
business of your company. Your company is now looking as fund based
activities which can boost top line and bottom line to your company.
RISK:
Global markets recovered to all time high and even FED felt that QE
needs to be eased. At the same time India is sleeping out on growth.
High leverage of FII to equity and diversion of investors to commodity
and currency has killed the depth in Indian equity market. The policy
makers persisted with FII favored policies which increased the
volatility to the highest level in India. Investors are still not ready
to return to capital market. So long as this will remain in the current
state, we do not think that the broad base entry of retail investors
can be seen Indian terrain. We hope some measures will be announced to
bring back retail investors.
The Ups and Downs of capital market has direct bearing on the revenue
of the company and to counter the same your company has made sizable
investments out of the current profits which are profitable. It was
prudently decided by the management to invest in technology, investment
opportunities instead of creating physical assets at this juncture. It
has also checked the costs which will protect the business even in slum
times. In internet business managing rising costs becomes a key subject
of interest for investors, as they add employees and build up their
infrastructures to support both expansion and ambitious innovation
agendas.
TRANSFER TO RESERVES:
During the year under review, Rs. 17,14,520/- amount has been
transferred to Reserves.
DIVIDEND:
The company is focusing on growth and hence, your directors not yet
recommended dividend for the year under review. Your Company has
rewarded members with good bonus track record and may continue its
CAPITAL STRUCTURE:
The authorized, issued, subscribed and paid up capital of the company
during the year under review has not changed.
DEPOSITS:
During the period under review, your Company has not accepted/renewed
any deposits.
CORPORATE GOVERNANCE REPORT:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with all the provisions of
Corporate Governance and a report on corporate governance is annexed
hereto and forms part of this report. A certificate from Auditors of
the Company regarding compliance of Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement, is appended to the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
REVIEW OF AUDITOR''S REPORT:
Your Directors are pleased to inform you that the Statutory Auditors of
the Company have not made any adverse or qualified remarks in their
audit report.
AUDITORS:
M/s. N.K Jalan & Co, Chartered Accountants, Statutory Auditors of the
Company retires at the conclusion of the ensuing Annual General
Meeting. You are requested to re-appoint the statutory auditors for the
financial year ended 31st March 2015.
STATUTORY COMPLIANCE:
The Board and the Compliance Officer have ensured compliances of the
SEBI regulations and provisions of the Listing Agreement. Compliance
certificates are obtained and the Board is informed of the same.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2 AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:-
1. That in the preparation of the annual accounts for the year ended
March 31, 2014; the applicable accounting standards had been followed
along with proper explanation relating to material departures.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review.
3. That the directors 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.
4. That the Directors have prepared the accounts for the financial
year ended March 31, 2014 on a ''going concern'' basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the company, Shri Arun Kumar S. Jain is
liable to retire by rotation and being eligible offers himself for re-
appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since the Company is engaged in the service industry, the Company does
not consume substantial energy. It is the policy of the management to
keep abreast of technological developments in the field in which the
company is operating and to ensure that the Company uses the most
suitable technology. During the year, the Company had earned Rs.
16,020/- (US $ 274.16) in the form of Royalty for sale of research
reports. There is no outgoing in the form of foreign exchange. This
does not include payments received from overseas partners and customer
directly in Indian rupees.
The report in the prescribed format is given Annexure-I
PARTICULARS OF EMPLOYEES:
There are no employees who are in receipt of remuneration in excess of
the rates/amounts specified under Section 217 (2A) of the Companies
Act, 1956 read with the (Particulars of Employees) Rules, 1975.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to thank its channel partners, all
employees, analysts, economists, company secretary, registrar,
depository, exchange authorities and bankers who were instrumental in
improving the operations of the company.
For and on behalf of Board
Place: Mumbai sd/-
Date: 22nd August, 2014 (Kishor P. Ostwal)
Managing Director
Mar 31, 2013
The Directors have pleasure in presenting herewith the Thirty First
Annual Report of the Company together with Audited Accounts for the
year ended 31st March, 2013.
FINANCIAL HIGH LIGHTS:
Particulars 2012-13 2011-12
rs. rs.
Total Income 15,12,12,488 44,835,987
Profit/(loss) before Depreciation 7,25,852 (5,629,238)
Less: Depreciation & Amortization 2,46,275 2,40,001
Profit / (Loss) before tax 4,79,577 (5,869,239)
Provision for tax 50,518 Nil
Profit/(Loss) after Taxation 4,29,059 (5,869,239)
Your company returned to profit this year irrespective of difficult and
challenging scenario.
This is well known fact that 90% of the retail investors have deserted
capital market as they are finding trading in commodity and currency
easier with less amount of margin requirement. The absence of physical
settlement had reduced equity to piece of paper. The volatility has
increased many folds. The equity market though tried to make new highs,
the area of operations was dominated by FII and DII etc. and it was
restricted to only Nifty and Sensex stocks.
1400 odd companies are suspended from trading, 2100 odd companies are
in illiquid category and 800 are in trade to trade. This makes the
equity investments and trading more challenging.
Your management''s vision and perception has not changed. We still hold
that Sensex 41000 is not a dream. In fact with lower retail ownership
the hurdles in such targets will be very low
We expect good times to return and next four years will be good for
market.
We could not implement the business restructuring plans in last few
years as the environment of business is continuously shrinking post
LEHMAN issue and global economies are not responding to the changing
environment. Those who tried to expand with leveraged debts are facing
difficult challenges and going through the most difficult phase of
their business. Most of debt ridden companies were not taken kindly by
investors. Your company is still debt free.
FATE OF ACHIEVEMENT:
Your company which has strategic partnerships with the best global
agencies in the world has been chosen for the prestigious award
"Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for
Economic Growth and Research (CEGR) for company''s outstanding
contribution to society and to the nation. The fact that your company''s
content has been picked by NY times FT USA clearly suggests that the
quality of the content is world class. Your company has been invited by
many international rating and performance agencies for awards in the
field of research.
Research in India is at a nascent stage unlike US and hence the true
value of research is yet to be explored in real context. Even with
regard to the research, your company ranked no 1 in India as it has
maintained 95% strike rate in calls generated in A group investment and
trading. The performance of your company is exhibited on the home page
of the website of your company www.cniglobalbiz.com. Your company
maintained consistency in the performance even the equity markets are
swinging 10% every time.
The same is also made available in the Annual accounts for your ready
reference. The management will be delighted if the stake holders take
advantage of the expertise of your company for the individual gains.
The continued association of all global agencies along with fresh
addition to ties ups like ISI Emerging Market UK and Bloomberg USA
clearly speaks high about the quality and brand of your company.
FUTURE PROSPECTS:
Today India is the fastest growing economy behind China this means that
our financial sector is performing very well and to achieve faster
growth our financial sector would have to be wider in the sense that
small companies should be given an opportunity to grow by providing
them with the finance.
The company has entered into a content sharing agreement with Thompson
Reuters, Capital IQ a division of Standard & Poor''s, Dow Jones Factiva
a division of Dow Jones and TheMarkets.com division of Standard and
Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for
providing content and research on small and mid cap companies. This has
helped the company to build its brand and make it an international
brand.
Time is changing very fast and the idea of setting first of its kind of
research house is finding wide acceptance globally.
Your company had also entered into high growth area such as investment
banking and other financial solutions which are incidental to the core
business of your company. Your company is now looking as fund based
activities which can boost top line and bottom line to your company
RISK:
Global markets recovered to all time high and even FED felt that QE
needs to be eased. At the same time India is sleeping out on growth.
High leverage of FII to equity and diversion of investors to commodity
and currency has killed the depth in Indian equity market. The policy
makers persisted with FII favored policies which increased the
volatility to the highest level in India. Investors are still not ready
to return to capital market. So long as this will remain in the current
state, we do not think that the broad base entry of retail investors
can be seen Indian terrain. We hope some measures will be announced to
bring back retail investors.
The Ups and Downs of capital market has direct bearing on the revenue
of the company and to counter the same your company has made sizable
investments out of the current profits which are profitable. It was
prudently decided by the management to invest in technology, investment
opportunities instead of creating physical assets at this juncture. It
has also checked the costs which will protect the business even in slum
times. In internet business managing rising costs becomes a key subject
of interest for investors, as they add employees and build up their
infrastructures to support both expansion and ambitious innovation
agendas.
TRANSFER TO RESERVES:
During the year under review, Rs. 429,057 has been transferred to
Reserves.
DIVIDEND:
The company is focusing on growth and hence, your directors do not
recommend dividend for the year under review.
CAPITAL STRUCTURE:
The authorized, issued, subscribed and paid up capital of the company
during the year under review has not changed.
DEPOSITS:
During the period under review, your Company has not accepted/renewed
any deposits within the meaning of section 58A of the Companies, Act
1956 and the rules made there under
CORPORATE GOVERNANCE REPORT:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with all the provisions of
Corporate Governance and a report on corporate governance is annexed
hereto and forms part of this report. A certificate from Auditors of
the Company regarding compliance of Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement, is appended to the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
REVIEW OF AUDITOR''S REPORT
Your Directors are pleased to inform you that the Statutory Auditors of
the Company have not made any adverse or qualified remarks in their
audit report.
AUDITORS
M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company
retires at the conclusion of the ensuing Annual General Meeting. You
are requested to re-appoint the statutory auditors for the financial
year ended 31st March, 2014.
STATUTORY COMPLIANCE:
The Board and the Compliance Officer have ensured compliances of the
SEBI regulations and provisions of the Listing Agreement. Compliance
certificates are obtained and the Board is informed of the same.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:-
1. That in the preparation of the annual accounts for the year ended
March 31, 2013, the applicable accounting standards had been followed
along with proper explanation relating to material departures.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review
3. That the directors 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.
4. That the Directors have prepared the accounts for the financial
year ended March 31, 2013 on a ''going concern'' basis.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Mayur Doshi is liable to
retire by rotation and being eligible offers himself for re-
appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the Company is engaged in the service industry, the Company does
not consume substantial energy. It is the policy of the management to
keep itself abreast of technological developments in the field in which
the company is operating and to ensure that the Company uses the most
suitable technology. During the year, the Company had earned Rs. Rs.
23,871/- (US $ 476.41) in the form of Royalty for sale of research
reports. There is no outgoing in the form of foreign exchange. This
does not include payments received from overseas partners and customer
directly in Indian rupees.
The report in the prescribed format is given Annexure-I
PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of remuneration in excess of
the rates/amounts specified under Section 217 (2A) of the Companies
Act, 1956 read with the (Particulars of Employees) Rules, 1975.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank its channel partners, all
employees, analysts, economists, company secretary, registrar,
depository, exchange authorities and bankers who were instrumental in
improving the operations of the company.
For and on behalf of Board
Place: Mumbai sd/-
Date: 31.05.2013 (Kishor P. Ostwal)
Managing Director
Mar 31, 2012
The Directors have pleasure in presenting herewith the Thirtieths
Annual Report of the Company together with Audited Accounts for the
year ended 31st March, 2012.
FINANCIAL HIGH LIGHTS:
Particulars 2011-12 2010-11
Rs. Rs.
Total Income 44,835,987 380,348,864
Profit/(loss) before Depreciation (5,629,238) 5,988,794
Less: Depreciation & Amortization 240,001 232,576
Profit / (Loss) before tax (5,869,239) 5,756,218
Provision for tax NIL 1,089,370
Profit/(Loss) after Taxation (5,869,239) 4,705,588
The reported profit after tax is lower due to the fact that your
company decided to clean up balance sheet. The management has written
off the unrealizable balances as well as certain unrealizable
investments worth Rs 103 lacs. The advantage with your company is that
it is still a debt free company.
In continuation with the policy of your company to grow in different
vertical to reduce the dependence on the equity market alone; your
company has been diversifying into distribution business apart from
other main stream businesses. There is no change of vision as your
company has formed its opinion that equity markets are set to test
41000 Sensex by 2015 and this is a good time to leverage businesses as
a going concern.
We could not implement the business restructuring plans in last few
years as the environment of business is continuously shrinking post
LEHMAN issue and global economies are not responding to the changing
environment. Those who tried to expand with leveraged debts are facing
difficult challenges and going through the most difficult phase of
their business. Your company is now hopeful to raise funds through
equity and complete the business restructuring in F Y 12-13.
FATE OF ACHIEVEMENT:
Your company which has strategic partnerships with the best global
agencies in the world has been chosen for the prestigious award
"Rashtriya Udyog Ratna Award" and "Quality Brand" from Council
for Economic Growth and Research (CEGR) for company's outstanding
contribution to society and to the nation. The fact that your company's
content has been picked by NY times FT USA clearly suggests that the
quality of the content is world class. Your company has been invited by
many international rating and performance agencies for awards in the
field of research.
Even with regard to the research, your company ranked no 1 in India as
it has maintained 95% strike rate in calls generated in A gr investment
and trading. The performance of your company is exhibited on the home
page of the website of your company www.cniglobalbiz.com
The same is also made available in the Annual accounts for your ready
reference. The management will be delighted if the stake holders take
advantage of the expertise of your company for the individual gains.
The continued association of all global agencies along with fresh
addition to ties ups like ISI Emerging Market UK and Bloomberg USA
clearly speaks high about the quality and brand of your company.
FUTURE PROSPECTS:
Today India is the fastest growing economy behind China this means that
our financial sector is performing very well and to achieve faster
growth our financial sector would have to be wider in the sense that
small companies should be given an opportunity to grow by providing
them with the finance.
The company has entered into a content sharing agreement with Thompson
Reuters, Capital IQ a division of Standard & Poor's, Dow Jones Factiva
a division of Dow Jones and TheMarkets.com division of Standard and
Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for
providing content and research on small and mid cap companies. This has
helped the company to build its brand and make it an international
brand. The process of creation of global subsidiaries is under planning
stage as your company is very conservative in expansion in the current
environment as the same has to be done with internal accrual rather
than debts.
Time are changing very fast and the idea of setting first of its kind
of research house is finding wide acceptance globally.
Your company had also entered into high growth area such as investment
banking and other financial solutions which are incidental to the core
business of your company. Your company is now looking as fund based
activities which can top line and bottom line to your company.
RISK:
The weak global sentiments and fearsome approach of investors has
affected your company too in the last fiscal. The consensus opinion
among the investor's community and trader's community is that India's
policy makers need to address the major concerns of Indian capital
market which are overdue for last one decade. The return of retail
investors is highly dependent on the introduction of physical
settlement in the derivative segment and also the reforms to phase out
the manual handling of important issues which made more than 2000
companies illiquid that is trade to trade movement of stocks under the
garb of surveillance. So long as this will remain in the current state,
we do not think that the broad base entry of retail investors can be
seen Indian terrain.
The Ups and Downs of capital market has direct bearing on the revenue
of the company and to counter the same your company has made sizable
investments out of the current profits which are profitable. It was
prudently decided by the management to invest in technology, investment
opportunities instead of creating physical assets at this juncture. It
has also checked the costs which will protect the business even in slum
times. In internet business managing rising costs becomes a key subject
of interest for investors, as they add employees and build up their
infrastructures to support both expansion and ambitious innovation
agendas.
TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to
Reserves.
DIVIDEND:
The company is focusing on growth and hence, your directors not yet
recommended dividend for the year under review.
CAPITAL STRUCTURE:
The authorized, issued, subscribed and paid up capital of the company
during the year under review has not changed.
DEPOSITS:
During the period under review, your Company has not accepted/renewed
any deposits within the meaning of section 58A of the Companies, Act
1956 and the rules made there under
CORPORATE GOVERNANCE REPORT:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with all the provisions of
Corporate Governance and a report on corporate governance is annexed
hereto and forms part of this report. A certificate from Auditors of
the Company regarding compliance of Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement, is appended to the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
REVIEW OF AUDITOR'S REPORT
Your Directors are pleased to inform you that the Statutory Auditors of
the Company have not made any adverse or qualified remarks in their
audit report.
AUDITORS
M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company
retires at the conclusion of the ensuing Annual General Meeting. You
are requested to re-appoint the statutory auditors for the financial
year ended 31st March, 2013.
STATUTORY COMPLIANCE:
The Board and the Compliance Officer have ensured compliances of the
SEBI regulations and provisions of the Listing Agreement. Compliance
certificates are obtained and the Board is informed of the same.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:-
1. That in the preparation of the annual accounts for the year ended
March 31, 2012, the applicable accounting standards had been followed
along with proper explanation relating to material departures.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review.
3. That the directors 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.
4. That the Directors have prepared the accounts for the financial
year ended March 31, 2012 on a 'going concern' basis.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Arun S. Jain is liable to
retire by rotation and being eligible offers himself for
re-appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the Company is engaged in the service industry, the Company does
not consume substantial energy. It is the policy of the management to
keep abreast of technological developments in the field in which the
company is operating and to ensure that the Company uses the most
suitable technology. During the year, the Company had earned Rs. 48,472/-
(US $ 1,079.39 ) in the form of Royalty for sale of research reports.
There is no outgoing in the form of foreign exchange. This does not
include payments received from overseas partners and customer directly
in Indian rupees.
The report in the prescribed format is given Annexure-I
PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of remuneration in excess of
the rates/amounts specified under Section 217 (2A) of the Companies Act,
1956 read with the (Particulars of Employees) Rules, 1975.
ACKNOWLEDGMENTS
Your Directors take this opportunity to thank its channel partners, all
employees, analysts, economists, company secretary, registrar,
depository, exchange authorities and bankers who were instrumental in
improving the operations of the company.
For and on behalf of Board
Place: sd/-
Date: 26.07. 2012 (Kishor P. Ostwal)
Managing Director
Mar 31, 2010
The Directors have pleasure in presenting herewith the Twenty Eighth
Annual Report of the Company together with Audited Accounts for the
year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS;
Particulars 2009-10 2008-09
Rs. Rs.
Total Income 30,140,255 10,684,444
Profit/(loss) before Depreciation
and Income Tax 18,766,562 (2,462,066)
Less: Depreciation & Amortization 577,911 481,032
Profit / (Loss) before
tax 18,188,651 (2,943,388)
Provision for
tax 3,114,404 2,094,732
Profit/(Loss) after
Tax 15,074,247 (5,038,120)
Profit Brought
Forward 41,805,642 46,843,761
Utilised for issue of
bonus 2,602,250 41,805,642
Balance Carried Forward to
Balance Sheet 54,277,638 46,843,761
Your company has reported PAT of 50% of the net income for the year.
This has been the best year for the company even though the markets
were not supporting. Your company is ready to ride the recover of
capital market turmoil due to its expertise to predict the market
behaviour successfully and accurately. Your company is so far debt free
and not at all leveraged. It is high time to set the ball rolling now
to take your company in high growth area. Accordingly the board had
identified various niche areas to work on and is very confident that
your company will outperform capital market growth in next 5 years.
Business plans are drawn accordingly keeping in mind that Sensex will
be travelling to 42000 plus by 2015 and there are enough opportunities
on its way.
FUTURE PROSPECTS:
Today India is the fastest growing economy behind China this means that
our financial sector is performing very well and to achieve faster
growth our financial sector would have to be wider in the sense that
small companies should be given an opportunity to grow by providing
them with the finance. Even Govt has
recognized the importance of SME where your company is the having major
market share and is a leader.
The company has entered into a content sharing agreement with Thompson
Reuters, Capital IQ a division of Standard & Poors, Dow Jones Factiva
a division of Dow Jones and TheMarkets.com LLC, USA for providing
content and research on small and mid cap companies this has helped the
company to build its brand and make it an international brand. Your
company is also in the process of increasing its exposure to overseas
market and for that it may even set up subsidiaries overseas in course
of time.
Times are changing very fast and the idea of setting first of its kind
of research house is finding wind acceptance globally.
Your company has also entered into high growth area such as investment
banking and other financial solutions which are incidental to the core
business of your company. It is also planning to enter into E - broking
very soon. There are few more areas where your company could take lead
to become earlier mover.
RISK:
The Ups and Downs of capital market has direct bearing on the revenue
of the company and to counter the same your company has made sizable
investments out of the current profits which are profitable. It was
prudently decided by the management to invest in technology, investment
opportunities instead of creating physical assets at this juncture. It
has also checked the costs which will protect the business even in slum
times. In internet business managing rising costs becomes a key subject
of interest for investors, as they add employees and build up their
infrastructures to support both expansion and ambitious innovation
agendas. Your company also needs to tap more vertical integrations to
spread the risk of vagaries of capital market.
TRANSFER TO RESERVES:
During the year under review, no amount has been transferred to
Reserves.
DIVIDEND:
The company is focusing on growth and hence, your directors do not
recommend dividend for the year under review.
CAPITALSTRUCTURE:
Your promoters converted 18 lacs warrants into equity shares of the
company during the year. Your company has also issued bonus shares at
the rate of 1:1 during the financial year by capitalizing Capital
reserve, Securities Premium and balance in Profit & Loss a/c. Your
company has given 3 bonuses in last 4 years.
DEPOSITS:
During the period under review, your Company has not accepted/renewed
any deposits within the meaning of section 58 A of the Companies, Act
1956 and the rules made there under
CORPORATE GOVERNANCE REPORT:
Pursuant to Clause 49 of the Listing Agreement entered into with the
Stock Exchanges, the Company has complied with all the provisions of
Corporate Governance and a report on corporate governance is annexed
hereto and forms part of this report. A certificate from Auditors of
the Company regarding compliance of Corporate Governance, as stipulated
under Clause 49 of the Listing Agreement, is appended to the Annual
Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
REVIEW OF AUDITORS REPORT;
Your Directors are pleased to inform you that the Statutory Auditors of
the Company have not made any adverse or qualified remarks in their
audit report.
AUDITORS:
M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company
retires at the conclusion of the ensuing Annual General Meeting. You
are requested to re-appoint the statutory auditors for the financial
year ended 31st March, 2011.
STATUTORY COMPLIANCF:
The Board and the Compliance Officer have ensured compliances of the
SEBI regulations and provisions of the Listing Agreement. Compliance
certificates are obtained and the Board is informed of the same.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:-
1. That in the preparation of the annual accounts for the year ended
March 31, 2010, the applicable accounting standards had been followed
along with proper explanation relating to material departures.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review.
3. That the directors 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.
4. That the Directors have prepared the accounts for the financial
year ended March 31,2010 on a going concernbasis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mrs. Sangita Ostwal is liable
to retire by rotation and being eligible offers herself for
re-appointment.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE
EARNINGS AND OUTGO
Since the Company is engaged in the service industry, the Company does
not consume substantial energy. It is the policy of the management to
keep abreast of technological developments in the field in which the
company is operating and to ensure that the Company uses the most
suitable technology. During the year, the Company did not earn or spend
any foreign exchange.
The report in the prescribed format is given Annexure-I
DISCLOSURE UNDER SECTION 217(l)(c)OF THE COMPANIES ACT. 1956
The particulars required under Section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is given in Annexure -1 to this
Directors Report.
PARTICULARS OF EMPLOYEES:
There are no employees who are in receipt of remuneration in excess of
the rates/amounts specified under Section 217 (2 A) of the Companies
Act, 1956 read with the (Particulars of Employees) Rules, 1975.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to thank its channel partners, all
employees, analysts, economists, company secretary, registrar,
depository, exchange authorities and bankers who were instrumental in
improving the operations of the company.
For and on behalf of Board
sd/-
Kishor Ostwal
Managing Director
Place: Mumbai
Date : 16.08.2010