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Directors Report of Indiabulls Ventures Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report and the audited accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

The highlights of the standalone financial results for the year ended March 31, 2015 are as under:

Year ended Year ended March 31, 2015 March 31, 2014 (Amount in Rs.) (Amount in Rs.)

Profit before Depreciation & Amortisation expenses and Tax 1,393,284,372 1,068,730,731

Less: Depreciation & Amortisation expenses 48,046,695 46,426,894

Profit before Tax 1,345,237,677 1,022,303,837

Less: Provision for Taxation & prior period tax adjustments 162,612,038 149,735,647

Profit after Tax and prior period tax adjustment 1,182,625,639 872,568,190

Add: balance of profit brought forward 656,642,890 963,856,309

Amount available for appropriation 1,839,268,529 1,836,424,499

Appropriations

Interim Dividend on Equity Shares (including Rs. 13,125,095 provided of previous financial year) 795,900,248 938,594,948

Corporate Dividend Tax on Interim Dividend on Equity Shares (including Rs. 2,230,160 paid for previous financial year) 100,165,948 57,544,211

Transfer to General Reserves — 183,642,450

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life (net of deferred tax) 78,531,058 —

Balance of profit carried forward to Balance Sheet 864,671,275 656,642,890

OPERATIONS REVIEW

The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE), a corporate member of the capital market and derivative segment of the BSE Limited (BSE) and MCX-SX and registered portfolio manager. The Company is in the business of stock and share broking, commodities trading, depository service, distribution of Mutual Funds/IPOs and other investments and tax planning products.

The Total Revenue of the Company during the year was Rs. 202.99 crores with a net profit of Rs. 118.26 crores. The consolidated revenue of the Company was Rs. 408.28 crores and the consolidated net profit was Rs. 150.64 crores.

FUTURE BUSINESS OUTLOOK

The Indian Capital Market turned out to be among the world's best performers in 2014. It is most likely that this stellar run will continue in 2015 on the back of reforms, strong foreign fund inflows, revival of manufacturing and improvement in the macro economic situation.

The government's recent policy measures, such as diesel price deregulation, a greater focus on local manufacturing, as well as the Reserve Bank's efforts to contain inflationary pressures and raise banking system efficiency, could increase savings, investment and productivity in the economy. Although optimism is good it is the pace of change that will really determine how things will unfold. Any delay or deferment of policy implementation could have an adverse effect on the sentiment and markets.

Geopolitical risks such as the situation in Russia and Ukraine, and ISIS-related problems in Iraq and the Middle East are some of the biggest uncertainties for the markets. The Eurozone is already facing slowdown-related issues. On top of this, talks of Greece exiting the Eurozone are back. Markets are speculating whether EU countries will slip into recession again. If that happens, markets around the world may slump. This could affect Indian markets too. The US economy, which faced a recession after the 2008 financial crisis, is finally picking up. The US Central Bank, Federal Reserve, indicated that it is confident about the recovery and, thus, may raise interest rates this year. Brokerage firms expect the Fed to raise rates in mid-2015. If the US hikes rates sooner than anticipated, it could lead to the exit of foreign investments from India and cause volatility in the markets.

Your Company has over the years scaled up it's operations in the distribution of non discretionary wealth management product space. The Centre's push towards affordable housing augurs well and is an opportunity waiting to be tapped. The recent acquisition of India Land and Properties Limited has also opened up a huge potential in the commercial leasing space. All in all your Company is geared up to withstand any margin pressures and volatility in the Capital Markets.

DIVIDEND

In keeping with the Company's policy of rewarding its shareholders, the Board of Directors of the Company, had, for the year 2014-15, declared three interim dividends aggregating to Rs. 3/- per share on shares of face value Rs. 2/- each (Rs. 1/- for the quarter ended June 30, 2014, Rs. 1/- for the quarter ended September 30, 2014 and Rs. 1/- for the quarter ended December 31, 2014), with the total outflow of Rs. 88.07 Cr. (inclusive of Corporate Dividend Tax).

The Board of Directors of the Company, had, in its meeting held on April 24, 2015, declared an interim dividend of Rs. 1/- per share on shares of face value Rs. 2/- each, for the Financial Year 2015-16. Further, the Board of Directors of the Company, had, in its meeting held on July 21, 2015, declared second interim dividend of Rs. 1/- per share of face value of Rs. 2/- each, for the Financial Year 2015-16.

DIRECTORS

To achieve the highest standards of Corporate Governance in its management, and to introduce a true sense of professionalism in the Board of the Company, during the financial year 2014-15, the Board of Directors of the Company (Board) was re-constituted with the appointments of Mr. Aishwarya Katoch, Mr. Prem Prakash Mirdha, Brig Labh Singh Sitara (Ex-Army official and Dhyan Chand Award winner sportsman), as Independent Directors of the Company and the appointment of Ms. Pia Johnson, as Non-Executive Woman Director of the Company and cessation of Mr. Karan Singh Khera, Independent Director. The Board has placed on record its appreciation for the contribution made by Mr. Khera, during his tenure of office.

All the present Independent Directors of the Company have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Divyesh B Shah (DIN: 00010933), Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends his re-appointment.

The present composition of the Board along with the brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships / chairmanships of Board Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2015, was Rs. 522,446,162 comprising of 261,223,081 equity shares of Rs. 2/- each. Subsequently, from April 1, 2015 till date, the Company had allotted 30,940,001 equity shares of face value Rs. 2/- each against conversion of 30,940,001 warrants, as a result of which the paid up equity share capital of the Company stands increased to Rs. 584,326,164 comprising of 292,163,082 equity shares of Rs. 2/- each.

EMPLOYEE STOCK OPTIONS

With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company had introduced two employee stock option schemes titled 'Indiabulls Securities Limited Employees Stock Option Scheme - 2008' and 'Indiabulls Securities Limited Employees Stock Option Scheme - 2009', covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 2/- each.

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, in respect of the aforesaid Schemes of the Company are set out in the Annexure to this Report.

CHANGE OF NAME OF THE COMPANY

Pursuant to issuance by the Registrar of Companies, NCT of Delhi & Haryana, of the Fresh Certificate of Incorporation dated March 12, 2015, the name of the Company stands changed from Indiabulls Securities Limited to Indiabulls Ventures Limited with effect from the said date.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2015-16 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange.

AUDITORS

(a) Statutory Auditors

M/s Deloitte Haskins & Sells LLP (Firm's Registration No. 117366W / W-100018), the statutory auditors of the Company were appointed by the members in their Nineteenth Annual General Meeting, held on September 29, 2014, for a period of three years i.e. until the conclusion of the Twenty Second Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of Twenty Second Annual General Meeting is in accordance with the provisions of the Section 141(3)(g) of the Companies Act, 2013. The Board recommends the ratification of the appointment of M/s Deloitte Haskins & Sells LLP, as statutory auditors of the Company till the conclusion of Twenty First Annual General Meeting of the Company.

The Notes to the Accounts referred to in the Auditors' Report are self - explanatory and therefore do not call for any further explanation.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed M/s A. K. Kuchhal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2014-15. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2014-15, is annexed as "Annexure 1" and forming part of this Report. The Report is self - explanatory and therefore do not call for any further explanation.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of Health and Education, as per its CSR Policy (available on your Company's website http://www.securities.indiabulls.com/) and the details are contained in the Annual Report on CSR Activities given in "Annexure 2", forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2015 and the profit and loss of the company for the year ended on that date;

c) that proper and sufficient care had 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;

d) that the annual accounts had been prepared on a going concern basis;

e) that internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND LISTING AGREEMENT

The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013 read with the relevant rules (to the extent applicable) and Listing Agreement, not elsewhere mentioned in this Report, are given in "Annexure A" forming part of this Report.

GREEN INITIATIVES

Electronic copies of the Annual Report 2015 and Notice of the 20th AGM are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the 20th AGM are sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 20th AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement. The instructions for e-voting are provided in the Notice.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the Board of Directors

Divyesh B. Shah Ashok Kumar Sharma Date: August 5, 2015 Whole-time Director & Whole-time Director Place: Mumbai Chief Executive Officer


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Nineteenth Annual Report and the audited accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31, 2014 are as under:

Year ended Year ended March 31, 2014 March 31, 2013 (Amount in Rs.) (Amount in Rs.)

Profit before Depreciation & Amortisation expenses and Tax 1,068,730,731 569,058,924

Less: Depreciation & Amortisation expenses 46,426,894 76,491,625

Profit before Tax 1,022,303,837 492,567,299

Less: Provision for Taxation & prior period tax adjustments 149,735,647 (65,787,971)

Profit after Tax and prior period tax adjustment 872,568,190 558,355,270

Add: balance of profit brought forward 963,856,309 1,268,936,124

Amount available for appropriation 1,836,424,499 1,827,291,394

Appropriations

Interim Dividend on Equity Shares 938,594,948 693,337,533

Corporate Dividend Tax on Interim Dividend on Equity Shares 57,544,211 114,262,025

Transfer to General Reserves 183,642,450 55,835,527

Balance of profit carried forward to Balance Sheet 656,642,890 963,856,309

OPERATIONS REVIEW

The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE), a corporate member of the capital market and derivative segment of the BSE Limited (BSE) and MCX-SX and registered portfolio manager. The Company is in the business of stock and share broking, commodities trading, depository service, distribution of Mutual Funds/IPOs and other investments and tax planning products.

The Total Revenue of the Company during the year was Rs. 163.49 crores with a net profit of Rs. 87.26 crores. The consolidated revenue of the Company was Rs. 303.63 crores and the consolidated net profit was Rs. 101.64 crores.

FUTURE BUSINESS OUTLOOK

After going through a tumultuous 5 years the Capital Markets look to be bouncing back riding on the resounding mandate given to the BJP in the recently concluded general elections. The markets have been volatile post the Union Budget, scaling heights, relinquishing them only to regain them again. The expectations now are for the Government to deliver time bound results. Margins will continue to be under pressure till such time that investor confidence returns in its entirety. Global cues will also determine the breath of the markets and any upheavels in the world financial market or political scenarios could have a damaging effect on the markets, thereby putting pressure on the margins.

Your Company through its subsidiaries has aggressively tapped the distribution services business in the areas of Non discretionary wealth management products amongst it''s clients. We are hopeful that this business will continue to grow rapidly thereby significantly reducing the revenue dependency on the capital markets.

PROMOTERS DE-CLASSIFICATION

To impart greater focus and undivided accountability at the leadership level and to rationalize operations of the diverse businesses of the Indiabulls group, so as to put the Company firmly on the growth path, the promoters have mutually decided to reorganize the management control of different group companies amongst themselves. As part of the restructuring, Mr. Sameer Gehlaut and the entities promoted by him namely Orthia Properties Private Limited, Zelkova Builders Private Limited, Inuus Developers Private Limited, Inuus Properties Private Limited and Orthia Constructions Private Limited shall continue as Promoters / Promoter Group / PACs with the promoters of the Company.

Further, with effect from July 18, 2014, Mr. Rajiv Rattan, Priapus Land Development Private Limited, Inuus Constructions Private Limited, Mr. Saurabh Kumar Mittal, Hespera Land Development Private Limited and Hespera Constructions Private Limited have ceased to be the Promoters / Promoter Group / PACs with the promoters of the Company.

DIVIDEND

In keeping with the Company''s policy to reward its shareholders, the Board of Directors of the Company, had, for the year 2013-14, declared four interim dividends aggregating to Rs. 4/- per share on shares of face value Rs. 2/- each (Rs. 1/- per equity share on July 24, 2013, Rs. 1/- per equity share on October 21, 2013, Rs. 1/- per equity share on January 23, 2014 and Rs. 1/- per equity share on April 22, 2014). Your Directors recommend that the payment of the aforesaid interim dividends aggregating to Rs. 4/- per equity share on shares of face value Rs. 2/- each for the year ended on March 31, 2014 be confirmed.

CHANGE IN THE CAPITAL OF THE COMPANY

Subsequent to the financial year ended March 31, 2014, the Company had allotted 27,269,999 equity shares of face value Rs. 2/- each to the warrant holders against conversion of equivalent number of warrants and 2,393,526 equity shares had been allotted under ''Indiabulls Securities Limited Employees Stock Option Scheme – 2008'' consequent to which the paid up equity share capital of the Company increased from Rs. 462,225,022/- comprising of 231,112,511 equity shares of Rs. 2/- each to Rs. 521,552,072/- comprising of 260,776,036 equity shares of Rs. 2/- each.

EMPLOYEE STOCK OPTIONS

With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company has introduced two employee stock option schemes titled ''Indiabulls Securities Limited Employees Stock Option Scheme – 2008'' and ''Indiabulls Securities Limited Employees Stock Option Scheme – 2009'', covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 2/ each.

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, in respect of the aforesaid schemes of the Company are set out in the Annexure to this Report.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Kumar Sharma (DIN: 00010912) Whole-time Director, retires by rotation and, being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment.

The earlier tenure of Mr. Divyesh B. Shah (DIN: 00010933) and Mr. Ashok Kumar Sharma (DIN: 00010912) as Whole- time Directors of the Company has expired on March 31, 2014. The Board has recommended their re-appointment as Whole-time Directors of the Company for a period of five years w.e.f. April 01, 2014.

The Board of Directors of the Company has also proposed the appointment of Mr. Aishwarya Katoch (DIN: 00557488), Mr. Prem Prakash Mirdha (DIN: 01352748) and Brig. Labh Singh Sitara (DIN: 01724648), as Independent Directors of the Company. Keeping in view their vast experience & knowledge, the Board is of the view that it will be in the interest of the Company that aforesaid persons are appointed as Independent Directors on its Board.

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1)(e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In accordance with the Circular No. 2/2011 No. 5/12/2007-CL-III dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Aishwarya Katoch as the Chairman and Mr. Divyesh B. Shah and Mr. Ashok Kumar Sharma as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2014-2015 have been paid. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance in relation to Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified) your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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; and

4 the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm''s Registration No. 117366W/ W100018), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board recommends their re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self – explanatory and do not call for any further comments.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 and Notice of the 19th AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and Notice of the 19th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in the Notice.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under 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 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Divyesh B. Shah Ashok Kumar Sharma

Date: August 26, 2014 Whole-time Director & Whole-time Director

Place: New Delhi Chief Executive Officer


Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth Annual Report and the audited accounts of the Company for the year ended March 31,2012.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31,2012 areas under:

Year ended Year ended

March 31,2012 March 31,2011

(Amount in Rs.) (Amount in Rs.)

Profit before Tax and Depreciation 28,060,563 730,978,520

Less: Depreciation 118,718,587 179,212,731

(Loss)/Profit before Tax (90,658,024) 551,765,789

Less: Provision for Taxation & prior period tax adjustments 25,362,622 178,038,209

(Loss)/Profit After Tax and prior period Tax adjustment (116,020,646) 373,727,580

Add: balance of profit brought forward 1,384,956,770 1,318,093,629

Amount available for appropriation 1,268,936,124 1,691,821,209 Appropriations

Interim Dividend on Equity Shares paid - 231,084,236

Corporate Dividend Tax on Interim Dividend on Equity Shares - 38,380,203

Transfer to General Reserves - 37,400,000

Balance of profit carried forward to Balance Sheet 1,268,936,124 1,384,956,770



OPERATIONS REVIEW .

The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE), a corporate member of the capital market and derivative segment of the BSE Limited (BSE), a corporate member of the currency derivative segment of the MCX-SX, registered category 1 merchant banker and registered portfolio manager. The Company is in the business of stock and share broking, commodities trading, depository service, distribution of Mutual Funds/IPOs and other investments and tax planning products.

The Total Income of the Company during the year was Rs. 165.45 crores with a net loss of Rs.11.60 crores. The consolidated revenue of the Company was Rs. 199.52 crores and the consolidated net loss was Rs. 10.26 crores.

FUTURE BUSINESS OUTLOOK

Indian equity market is likely to perform well in FY 2012-13 underpinned by the expectations of monetary easing by the RBI coupled with steps likely to be taken by the government for fiscal consolidation. Besides, government's perceived urgency in addressing policy issues, expectation of better earnings by corporate houses and an increasing global risk appetite will supplement the prospects of the equity market in the country.

DIVIDEND

In view of current year losses, the Board has not recommended any dividend.

EMPLOYEE STOCK OPTIONS

With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company has introduced two employee stock option schemes titled 'India bulls Securities Limited Employees Stock Option Scheme - 2008' and 'India bulls Securities Limited Employees Stock Option Scheme - 2009', covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 21- each.

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, in respect of the aforesaid schemes of the Company are set out in the Annexure to this Report.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company Mr. Divyesh B. Shah (DIN.-00010933) and Mr. Karan Singh Khera (DIN:00017236) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In accordance with the Circular No. 2/2011 No. 5/12/2007-CL-lll dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However

the financial of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2012-2013 have been paid. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance in relation to Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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; and

4. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

AUDITORS & AUDITORS' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants (Regn. No. 117366W), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1 B) of the Companies Act,1956.The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under 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 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Divyesh B. Shah Ashok Sharma

Whole Time Director & Whole Time Director Chief Executive Officer

Date: August 30,2012 Place: New Delhi


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report and the audited accounts of the Company for the year ended March 31,2011.

FINANCIAL RESULTS

The highlights of the financial results for the year ended March 31, 2011 are as under:

Year ended Year ended

March 31,2011 March 31, 2010

(Amount in Rs.) (Amount in Rs.)

Profit before Tax and Depreciation 731,434,968 1,151,597,171

Less: Depreciation 179,212,731 212,153,895

Profit before Tax 552,222,237 939,443,276

Less: Provision for Taxation & prior period tax adjustments 178,494,657 327,268,409

Profit after Tax and prior period Tax adjustment 373,727,580 612,174,867

Add: balance of profit brought forward 1,318,093,629 1,594,074,288

Amount available for appropriation 1,691,821,209 2,206,249,155

Appropriations

Interim Dividend on Preference Shares paid - 1,548,328

Final Dividend on Equity Shares - 459,881,296

Interim Dividend on Equity Shares paid 231,084,236 -

Corporate Dividend Tax on Preference Dividend paid - 263,139

Corporate Dividend Tax on Final Dividend on Equity Shares - 76,380,535

Corporate Dividend Tax on Interim Dividend on Equity Shares 38,380,203 -

Transfer to Capital Redemption Reserve:

-On buy back of Equity Shares - 46,972,682

- On redemption of Preference Shares - 45,946,335

Adjusted against premium paid on buy back - 195,880,224

Transfer to General Reserves 37,400,000 61,300,000

Final Dividend for previous year on Equity Shares written back on - (14,542)

shares bought back

Corporate Dividend Tax on Final Dividend For previous year on Equity - (2,471)

Shares written back on shares bought back Balance of profit carried forward to Balance Sheet 1,384,956,770 1,318,093,629

OPERATIONS REVIEW

The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE) and a corporate member of the capital market and derivative segment of the Bombay Stock Exchange Limited (BSE). The Company is in the business of stock and share broking, commodities trading, distribution of Mutual Funds and other investments and tax planning products, it also provides depositary services, equity research services and IPO distribution to its clients.

The Total Income of the Company during the year stood at Rs. 337.58 crores with a net profit after tax of Rs. 37.37 crores. The consolidated revenues of the Company for the year ended March 31,2011 stood at Rs. 368.44 crores and the consolidated profit after tax stood at Rs. 37.88 crores respectively.

FUTURE BUSINESS OUTLOOK

A healthy real GDP growth estimate, positive demography, economic growth and earnings momentum, augurs well for the Indian Capital Market. However the dynamic shift of volumes from cash to derivative poses a challenge of maintaining margins. The tightening interest rate cycle and inflationary pressures also add to the near term challenges. The scalability of the Company's technological platform will however help consolidate our position further in the market.

DIVIDEND

The interim dividend of Re. 1/- per equity share (50% of the face value of Rs. II- per equity share) amounting to Rs. 23.11 crores (excluding corporate dividend tax) was declared by the Board of Directors of the Company in its meeting held on October 18, 2010 and paid for the financial year 2010-2011.

EMPLOYEE STOCK OPTIONS

With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company has established two employee stock option schemes titled 'Indiabulls Securities Limited Employees Stock Option Scheme - 2008' and 'Indiabulls Securities Limited Employees Stock Option Scheme - 2009', covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 21- each.

The disclosures as required under Clause 12.1 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, in respect of the aforesaid schemes of the Company are set out in the Annexure to this Report.

CHANGE IN SHARE CAPITAL

During the year under review, the Company has aUotted an aggregate of 1,171,863 equity shares of face value Rs. 21- each to certain eligible employees under the employee stock option scheme of the Company. Consequent to the said allotment the paid up equity share capital of the Company stood increased from Rs. 459,881,296/- divided into 229,940,648 equity shares of face value Rs. 21- each to Rs. 462,225,022/- divided into 231,112,511 equity shares of face value Rs. 21- each.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Articles of Association of the Company Mr. Ashok Sharma (DIIM:00010912) and Mr. Aishwarya Katoch (DIN:00557488) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

Brief resume of the Directors proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

Mr. Rajiv Rattan and Mr. Saurabh K. Mittal have ceased to be directors of the Company effective October 16, 2010.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

SUBSIDIARIES

The statement pursuant to Section 212(1)(e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements.

In terms of the circular no. 2/2011 No. 5/12/2007-CL-lll dated February 8, 2011 issued by the Ministry of Corporate Affairs for granting general permission for not attaching certain prescribed documents including annual accounts of the Subsidiaries to the Balance Sheet of the Holding Company, as required to be attached in terms of Section 212 of the Companies Act, 1956, and accordingly as approved by the Board of Directors of the Company in its meeting held on April 25, 2011, copies of the Balance Sheet, Profit and Loss Account, Reports of the Board of Directors and Auditors of the subsidiaries of the Company as of March 31, 2011 have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any Member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies are also kept for inspection by any shareholders in the head office of the holding company and of the subsidiary companies concerned. However, in terms of the said circular, information desired to be disclosed in respect of the each of the subsidiary company, has been disclosed, in the notes to accounts of the Consolidated Balance Sheet forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2011-2012 have been paid. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance in relation to Clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and the profit of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining 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; and

4. the Directors have prepared the Annual Accounts of the Company on a 'going concern' basis.

AUDITORS & AUDITORS' REPORT

M/s Deloitte Haskins & Sells, Chartered Accountants (Regn. No. 117366W), Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1 B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors' Report are self - explanatory and therefore do not call for any further explanation.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under 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 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'Report, However, having regard to the provisions of Section 219(1 )(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any member who is interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

For and on behalf of the Board of Directors Sd/- Sd/-

Divyesh B. Shah Ashok Sharma

Whole-time Director Whole-time Director

Place: New Delhi

Date: September 5, 2011

 
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