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Directors Report of Ikab Securities & Investment Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in submitting their 24th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The financial results of the Company are summarized as under:

Rs. In lakhs

Current Year Previous year ended ended 31.03.2015 31.03.2014 (INR) (INR)

Revenue from operations & 1,931.96 1,138.79 other Income

Profit / (Loss) before Depreciation 7.59 2.53 and Taxation

Less: Depreciation & Amortization 11.26 8.12

Profit / (Loss) before tax (3.68) (5.58)

Net Current tax expense -- -- Deferred tax 2.20 (2.77)

Prior Period Items (0.01) --

Net tax (benefit)

Net Profit / (Loss) for the year (1.48) (13.17)

Review of Operations

The year gone by was a surprisingly tough one for the economy; hopes of a quick recovery were belied. Stock Markets, however, tend to rise in anticipation of better economic performance. It was this rise that helped us increase our equity trading activities and reduce our losses substantially. The future also holds high promise of a considerably better business environment over the next 3-5 years, which would also lead to a rally in the equities markets. We are very positive on future trends and expect our financial performance to be much better in the years to come.

Material Changes and Commitments after the end of Financial Year

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

Dividend

In view of the loss, your Directors do not recommend any dividend for the Financial Year 2014-15. Information in accordance with Section 134(3) of the Act read with Companies (Accounts) Rules, 2014:

In view of the nature of activities of the Company, the particulars regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earnings and outgo during the year under report.

Directors and Key Managerial Personnel

Mr. Prerit Damani (DIN: 00015362), Director of the company retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Act, 2013, the Company appointed Mr. Abhishek Bagri (DIN: 00015897) as Chief Financial Officer and Ms. Ankita Phophaliya as Company Secretary and formalized the appointment of Mr. Anil Kumar Bagri, Managing Director as key managerial personnel of the Company effective from 15th December, 2014.

Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other board business.

During the year, eight Board meetings were convened and held. The maximum interval between the meetings did not exceed the period prescribed under the Companies Act, 2013 and Listing Agreement.

Declaration from Independent Directors

Mr. Giriraj Ratan Damani (DIN: 00025141) and Ms Swati Dujari (DIN: 05349218), who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

Committees of the Board

During the year, in accordance with the Companies Act, 2013, the Board has constituted / reconstituted Committees. Currently the Board has the following Committees:-

Audit Committee Nomination & Remuneration Committee Shareholders' / Investors Grievances Committee Share Transfer Committee

Policy on Directors' Appointment and Remuneration and Criteria for Independent Directors

The Remuneration Policy for Directors and Senior Management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act.

The annual evaluation was carried out in following manner:

Sr. Performance evaluation of Performance evaluation No.

1 Board and individual directors Board seeking inputs from all the Directors.

2 Individual directors Nomination and Remuneration Committee

3 Non-independent directors; Separate meeting of the Board as a whole and of Independent Directors, the Chairman taking into account the views of executive directors and non- executive directors

4 Board, its committees and Board meeting held after individual directors the meeting of the Independent Directors, based on evaluation exercise carried out above.

Criteria for performance evaluation was as follows:

Sr. Performance Criteria No. evaluation of

1 Board Board composition and structure; effectiveness of Board processes, information and functioning etc.

2 Directors Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairperson was also evaluated on the key aspects of his / her role.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanation obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013

i. in the preparation of the annual financial statements for year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. such accounting policies have been selected 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 on 31st March, 2015 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual financial statements have been prepared on a 'going concern' basis;

v. that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Adequacy of Internal Financial Controls

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

The internal auditor also regularly reviews the adequacy of internal financial control system.

Details of Subsidiaries / Joint Ventures / Associates

The Company does not have any subsidiary/ joint ventures/ associates.

Extract of Annual Return

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the Directors' report as Annexure-III

Secretarial Audit

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Shalini Hegde & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014- 15 and the Secretarial Auditors' Report issued by them is attached hereto as Annexure- IV:

With regard to the observations in the Secretarial Auditors' Report, your Directors have to state that the company is in the process of filing Form MGT-14 with the Registrar of Companies in respect of resolution passed at the Board Meeting held on 31.03.2015 for making investment.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure V

Deposits from Public

The Company has not accepted any public deposits in terms of Section 73 of the Act and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Auditors, Audit Report and Audited Accounts

M/s. Aalok Mehta & Co., Chartered Accountants (Membership No. 126756W), Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to act as Auditors of the Company and given the confirmation that their appointment, if made, would be in conformity with the provision of Section 139 & 141 of the Companies Act, 2013. You are requested to appoint Auditors and fix their remuneration.

Safety, Environment and Health

The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are carried out in the manufacturing facilities on safety and environment.

Particulars of Loans, Guarantees and Investments

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

Related Party Transactions

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure VI.

Code of Conduct

The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

Whistle Blower Policy / Vigil Mechanism

There is a Whistle Blower Policy in the Company and no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Prevention of Insider Trading

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operations.

Risk Management

The Company has a process to identify the elements of risks to the business and growth of the Company and the management takes necessary steps and measures to mitigate these risks from time to time.

Internal Financial Controls:

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and

* Transactions being accurately reported and recorded timely The Company has budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.

Corporate Governance Report

As per SEBI's circular no .CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the revised clause 49 is not mandatory to the Company.

Appreciation

The Board of Directors is thankful to its Bankers and Institutions for the support and financial assistance from time to time.

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose untiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders for their continued support and for the faith reposed in your Company

For and on behalf of the Board

Indra Kumar Bagri Chairman Place: Mumbai Date: May 29, 2015


Mar 31, 2012

The Directors have pleasure in presenting before you the Twenty First Annual Report and the audited Accounts for the year ended 3 1sl March, 2012.

Financial Results

(Rs. in Lakhs) Current Year Previous Year Ended Ended 31.03.2012 31.03.2011

Sales and Other Income 1,116.40 418.38

Profit / (Loss) before Depreciation and Tax 11.61 153.46

Less: Depreciation (8.49) (8.65)

Profit / (Loss) before Tax 3.12 144.81

Less: Provision for FBT & Written back (0.58) (36.52)

Deferred Tax Assets/Liability (1.04) (0.27)

Profit / (Loss) after Tax 1.50 108.02

Balance carried to balance sheet 1.50 108.02





Operations:

Conditions in the Capital Markets continue to be weak, and are reflected in your company's results. Your company has worked hard last year to protect capital as well as to try and encourage growth, thanks to which it ended in the black.

Future Prospects:

Your company is keeping pace with changes brought about by the regulatory authorities and is implementing it in the best possible manner, in the best interests of its clients as well its share-holders. Conditions, however, have only deteriorated since the last financial year and continue to be testing. There continues to be hope, however, that the government will take its long awaited steps to improve the overall business environment in the country.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the-nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act. 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning or outgo during the year under report.

Listing:

The shares of the Company are listed on Bombay Stock Exchange Limited and the listing fees for the year 2012-2013 were paid.

Directors

Shri Nikhil Doshi resigned as Director of the company with effect from July 16, 2012.. The Board hereby place on record the sincere appreciation of his valuable advice given by him during his tenure as Director of the company. _

Shri Indra Kumar Bagri and Shri Abhishek Bagri, Directors of the company would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Mrs. Svvati Dujari has been appointed as Additional Director by the Board of Directors effective from 03/09/2012. By virtue of Section 260 of the Companies Act, 1956 she would hold office unto the date of the ensuing Annual General Meeting and she is eligible for appointment.

Deposits

The Company has not invited Deposits from the public.

Director's Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

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

ii) That such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair , view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit or Loss for that period.

iii) That 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 have been taken;

iv) That the Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2012 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, would retire at the ensuing Annual General Meeting, and are eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors forms part of this report.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Place: Mumbai Sd/-

September 03, 2012 Indra Kumar Bagri

Chairman


Mar 31, 2011

Director's Report to the Members

The Directors have pleasure in presenting before you the Twentieth Annual Report and the audited Accounts for the year ended 31st March, 2011.

Financial Results (Rs. in Lakhs) Current Year Previous Year Ended Ended 31.03.2011 31.03.2010

Sales and Other Income 418.38 140.33

Profit / (Loss) before Depreciation and Tax 153.46 (6.79)

Less: Depreciation (8.65) (3.13)

Profit / (Loss) before Tax 144.81 (9.92)

Less: Provision for FBT & Written back - (36.52)

Deferred Tax Assets/Liability (0.27) 0.23

Profit / (Loss) after Tax 108.02 (9.69)

Balance carried to balance sheet 108.02 (9.69)

Operations:

Despite extremely tough market conditions, we are happy that the company was able to post a reasonable profit. The new operations acquired last year of broking (the trading membership of National Stock Exchange Limited (NSE) and Business of being a Depository Participant of National Securities Depository Limited (NSDL)) has become fully operational without any problems. The company has introduced new trading strategies for its investors to protect capital as well as try and encourage growth.

Future Prospects:

The company is keeping pace with changes brought about by regulatory authorities and is implementing it in the best possible manner, in the best interests of its investors as well its various clients. The company is introducing more investment avenues to its clients and trying to create value for its investors in this part of the business. Growth for the company is inevitably linked to growth in the Indian Capital Markets, which are going through their share of pain. We are hopeful that with the Indian Government coming out with more business-friendly policies, the Indian Capital Markets will recover (the problems of the Western Developed Nations notwithstanding) and along with them, your company too will go through a period of sustained growth.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning or outgo during the year under report.

Listing:

The shares of the Company are listed on Bombay Stock Exchange Limited and the listing fees for the year 2011-2012 were paid.

Directors

Mr. Prerit Damani and Mr. Giriraj Ratan Damani, Directors of the company would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Deposits

The Company has not invited Deposits from the public.

Director's Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

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

ii) That such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit and Loss Account for that period.

iii) That 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 have been taken;

iv) That the Annual Accounts, have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2011 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, would retire at the ensuing Annual General Meeting, and are eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors forms part of this report.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.

For and on behalf of the Board

Sd/- Indra Kumar Bagri Chairman

Place: Mumbai September 05, 2011




Mar 31, 2010

The Directors have pleasure in presenting before you the Nineteenth Annual Report and the audited Accounts for the year ended 31St March, 2010.

Financial Results

(Rs. in Lakhs)

Year Ended Year Ended

31.03.2010 31.03.2009

Sales and Other Income 149.53 50.13

Profit / (Loss) before Depreciation and Tax 6.79 (20.08)

Less Depreciation 3.13 3.09

Profit / (Loss) before Tax (9.92) (23.17)

Provision for FBT & written back - 0.35

Deferred Tax Assets/ Liability 0.23 0.04

Profit / (Loss) after Tax (9.69) (23.52)

Balance carried to balance sheet (9.69) (23.52)

Operations:



In the current year, the Company acquired the business of Broking (the Trading Membership of National Stock Exchange Limited (NSE)) and Depository Business (being a Depository Participant of National Securities Depository Limited (NSDL)) of Oasis Securities Ltd. after obtaining the necessary approvals of the Regulatory Authorities.

Future Prospects:

The company is trying to keep pace with the changes brought about by the regulatory authorities and is implementing them in the best interest of its investors. The company plans to expand more on this part of the business by offering a wider range of investment activities.

Particulars under Section 217(l)(e) of the Companies Act, 1956

In view of the nature of activities of the Company, the particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy and technology absorption are not given.

There was no foreign exchange earning or outgo during the year under report.

Listing:

The shares of the Company are listed on Bombay Stock Exchange Limited and the listing fees for the year 2010-2011 were paid.

Directors

Mr. Abhishek Bagn and Mr. Anil Bagri, Directors of the company would retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Deposits

The Company has not invited Deposits from the public.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

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

ii) That such accounting policies have been selected which have been applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at the end of the financial year and of the Profit and Loss Account for that period.

iii) That 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 have been taken;

iv) That the Annual Accounts have been prepared on a going concern basis.

Particulars of Employees

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Compliance Certificate:

A Compliance Certificate from a secretary in whole-time practice under section 383A of the Companies Act, 1956 in respect of the financial year ended on March 31, 2010 is attached hereto.

Auditors

M/s. Bhupendra Shah and Associates, Chartered Accountants, Auditors of the Company, would retire at die ensuing Annual General Meeting, and are eligible for re- appointment.

You are requested to appoint Auditors and fix their remuneration.

Personnel

Your Company has received the full co-operation and support of its personnel. Your Directors thank them and expect the same support from them in the years to come.

Corporate Governance

, Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Reports on Management Discussion & Analysis and on Corporate Governance along with a certificate from the Auditors forms part of this report.

Acknowledgements

The Board of Directors wishes to thank their Clients, Institutions, Shareholders and the Bankers of the Company for their support and co-operation.



For and on behalf of the Board

Mumbai

Sd/-

August 24, 2010 Indra Kumar Bagri

Chairman

 
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