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Directors Report of Essar Securities Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Ninth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS, BUSINESS AND MANAGEMENT''S DISCUSSION & ANALYSIS:

(Rs. In Lakhs)

Particulars For the For the year ended year ended on March on March 31, 2014 31, 2013

Income 46.50 10.00 Less: Expenditure 36.26 18.16

Profit Before Tax 10.24 (8.16)

Less: Provision for taxation 3.17 14.29

Profit After Tax 7.07 (22.46)

Balance brought forward from 2208.40 2230.85

previous year

Balance carried forward to 2215.47 2208.40 Balance Sheet

DIVIDEND:

During the year under review, the profit after tax was Rs. 7.07 Lakhs against the loss after tax of Rs. 22.46 Lakhs for the previous year.

The directors do not recommend any dividend for the year.

Opportunities, Threats, Risks and Concerns Since focus of the Company is to continue as an investment holding company, management will look out for strategic investment opportunities in key emerging sectors and sustain the existing consultancy business.

As the Company has major equity investment in Essar Steel India Limited, a company engaged in Steel Business, its operations would also have a bearing on the performance of the Company.

Internal Control Systems and Internal Audit The Company has a proper and adequate system of internal controls. The internal control system is supplemented by a program of internal audits and review by the Management. The internal control system is designed to ensure that the financial and other records are reliable, for preparing financial statements and other data.

2. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Dhanpat Singh Nahata, Director retire by rotation and are being eligible for re-appointment. Mr. Neeraj Gupta continues to be directors of your Company.

The Board of Directors has co-opted, Mr. Sujay Sheth as an Additional Director designated as an Independent Director of the Company on 14th November, 2013. The Company has received a letter from shareholders'' nominating him for the post of Director of the Company.

The Company had, pursuant to the Listing Agreement entered into with the Stock Exchange, appointed Mr. N. B. Vyas, Mr. S. V. Venkatesan and Mr. Sujay Sheth as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013 which came into effect from April 1, 2014, every listed Company is required to have at least one third of the total number of directors as an Independent Directors. In accordance with the provision Section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment as mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Mr. V. G. Raghavan resigned from the directorship of the Company w.e.f. November 13, 2013. The Board wishes to place on record his sincere appreciation for the valuable services rendered by Mr. V. G. Raghavan during his tenure as a Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered with the Stock Exchange.

3. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

(ii) that the directors had 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;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

4. PUBLIC DEPOSIT:

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company as on March 31, 2014.

5. AUDITORS:

Nisar & Kumar, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules there under, it is proposed to appoint Nisar & Kumar, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the 9th Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company.

6. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of activities of your Company, the information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 relating to Energy Conservation, Technology Absorption is not applicable. The Company had no foreign exchange earnings or outgo during the period under review.

7. PARTICULARS OF EMPLOYEES:

Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, no such details are required to be given.

8. HOLDING COMPANY:

Essar Capital Limited continues to be holding company of your Company. Essar Capital Holdings (India) Limited continues to be the ultimate holding company.

9. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and comply to the Corporate Governance requirements as required under the Listing Agreement entered with the Stock Exchange. The disclosures as required in Clause 49 of the Listing Agreement have been furnished in the Annexure to the Directors'' Report under the head "Report on Corporate Governance". The requisite Certificate from the Statutory Auditors of the Company confirming the compliances with the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered with the Stock Exchange, is attached and forming part of this Annual Report.

10. ACKNOWLEDGEMENT

Your directors also wish to place on record their gratitude for the co-operation and assistance received from Banks, Stock Exchange and Shareholders, and thank them for their continued co-operation and support.

For and on behalf of the Board

sd/ sd/ Director Director

Place : Mumbai Date : August 13, 2014


Mar 31, 2012

To the Members of Essar Securities Limited,

The Directors have pleasure in presenting the Seventh Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2012.

1. FINANCIAL RESULTS, BUSINESS AND MANAGEMENT'S DISCUSSION & ANALYSIS:

(Rs. In Lakhs)

Particulars For the For the year ended year ended on March on March 31,2012 31,2011

Income - 3339.85

Less: Expenditure 18.62 39.69

Profit Before Tax (18.62) 3300.16

Less: Provision for taxation 4.85 692.03

Profit After Tax (23.47) 2608.13

Dividend declared - (214.32)

Corporate dividend tax - (34.77)

Transfer to General Reserve - (131.00)

Balance brought forward from 2254.32 26.28 previous year

Balance carried forward to 2230.85 2254.32 Balance Sheet

DIVIDEND:

During the year under review, the loss after tax was Rs. 23.47 Lakh against the profit after tax of Rs. 26.08 Crore for the previous year. The loss was mainly due to Administrative Expenses.

The directors do not recommend any dividend due to the losses incurred during the year.

Threats, Risks and Concerns

As the Company has major equity investment in Essar Steel India Limited, a company engaged in Steel Business, its operations would also have a bearing on the performance of the Company.

Internal Control Systems and Internal Audit

Your Company has in-built internal control systems commensurate with the size and nature of operations of the Company. The financial statements would be reviewed periodically by the management. The Company has an internal audit system whereby deviations, if any, can be brought to the notice of the management quickly and remedial actions can be initiated immediately.

2. DIRECTORS:

Mr. V. G. Raghavan and Mr. S. M. Lodha continue to be director of your Company. Mr. Dhanpat Singh Nahata, Mr. Neeraj Gupta and Mr. N. B. Vyas were inducted on the Board as Additional Director at the Meeting of Board of Directors held on February 14, 2012, May 14, 2012 and August 24, 2012 respectively. Your company has received a letter from shareholders' nominating them for the post of Director of the Company liable to retire by rotation. Mr. V. G. Raghavan retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Mr. Vikas Saraf resigned from the directorship of the Company w.e.f. April 28, 2012. The Board wishes to place on record their sincere appreciation for the valuable sen/ices rendered by Mr. Vikash Saraf during their tenure as a Director of the Company. Mr. Girish Sathe also resigned as Manager of the Company within the meaning of section 2(24) of the Companies Act, 1956 as well as from the post of Company Secretary w.e.f. May 14, 2012.

Mr. Ashish Vyas, Company Secretary was appointed as Manager of the Company within the meaning of section 2(24) of the Companies Act in accordance with section 269 read with Schedule XIII of the Companies Act. Necessary resolution for approval of shareholders with respect to his appointment as Manager also forms part of the notice of the ensuring AGM.

3. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

(ii) that the directors had 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;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31 st March, 2012 on a going concern basis.

4. PUBLIC DEPOSIT:

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company as on March 31, 2012.

5. AUDITORS:

M/s. Nisar & Kumar, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Company has received confirmation to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Accordingly, the members' approval is being sought to their appointment as the Auditors of the Company at the ensuing Annual General Meeting.

6. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of activities of your Company, the information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 relating to Energy Conservation, Technology Absorption is not applicable. The Company had no foreign exchange earnings or outgo during the period under review.

7. PARTICULARS OF EMPLOYEES:

The disclosure as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not required as there are no employees covered by it.

8. HOLDING COMPANY:

Essar Capital Limited continues to be holding company of your Company. Essar Capital Holdings (India) Limited continues to be the ultimate holding company.

9. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and comply to the Corporate Governance requirements as required under the Listing Agreement entered with the Stock Exchange. The disclosures as required in Clause 49 of the Listing Agreement have been furnished in the Annexure to the Directors' Report under the head "Corporate Governance". The requisite Certificate from the Statutory Auditors of the Company confirming the compliances with the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered with the Stock Exchanges, is attached and forming part of this Annual Report.

10. CAUTIONARY STATEMENT

Estimation & expectation made in the report may differ from actual performance due to various economic conditions, Government policies and other related factors.

11. ACKNOWLEDGEMENT

Your directors also wish to place on record their gratitude for the co-operation and assistance received from banks, stock exchange, shareholders and various departments of Central and State Governments and thank them for their continued co- operation and support.

For and on behalf of the Board

V. G. Raghavan Dhanpat Singh Nahata Director Director

Place: Mumbai

Date: August 24, 2012

 
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