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Directors Report of LKP Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors present the Thirty First Annual Report and Audited Accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS 2014 - 2015 2013 - 2014 (Rs. in lacs) (Rs. in lacs)

Profit before tax 2240.91 707.64

Less: Tax Expense for the Year 467.23 (40.05)

Profit after tax 1773.68 747.69

Profit brought forward from 2452.47 2250.60

previous year

Amount available for appropriation 4226.16 2998.29

APPROPRIATIONS:

Proposed Dividend 243.96 243.96

Tax on Dividend 48.77 39.58

Interim Dividend Paid 1219.80 --

Tax on interim Dividend 243.89 --

Transfer to Capital Redemption -- 14.60

Reserve

Transfer to General Reserve 1000.00 100.00

Transfer to Special Reserve Fund 354.74 149.54

Excess Provision for Dividend and -- 1.86

DDT of earlier year written back

Balance carried to Balance Sheet 1114.99 2452.47

DIVIDEND

The Company paid an interim dividend during the financial year ended 31st March, 2015, Rs. 10/- per equity share (100%) on the equity share capital in February, 2015, amounting to Rs. 12,19,80,230/- (exclusive of tax on dividend).

The Directors are pleased to recommend payment of a final dividend of Rs.2/- per equity share (20%) on the equity share capital amounting to Rs. 2,43,96,046/- (exclusive of tax on dividend) for your consideration.

The total of the interim and proposed final dividends for the financial year ended 31st March 2015 is Rs. 12/- per equity share (120 %). The total cash outflow on account of dividend & tax thereon Rs.17,56,42,919/-.

PERFORMANCE REVIEW

The Company''s total income increased to Rs.8370.41 lacs from Rs. 3557.17 lacs and profit after tax to Rs. 1773.69 lacs from Rs. 747.69 lacs in the previous year.

Trading in debt papers and development of retail clients like PF/ Pension/Gratuity trust etc. has continued to yield good results.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the approval of shareholders, your Company has instituted the Employees Stock Option Scheme 2010 and 2014. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors. The detail of Options granted during the year under review is annexed to this report.Disclosures under the Companies (Share Capital and Debentures) Rules, 2014 and Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report herewith as "Annexure A".

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditors function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

SUBSIDIARIES

Your Company''s subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has more than 2000 outlets across India.

As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Company''s subsidiaries i.e. LKP Securities Limited, LKP Wealth Advisory Private Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and it''s subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.

DIRECTORS

Mr. Pratik M. Doshi retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re- appointment.

During the year under review Mr. Milan S. Bhise, who was appointed as an Independent Director at 30th Annual General Meeting, resigned from the Board due to his preoccupation. His resignation was accepted effective from 29th January 2015. The Board of Directors record their appreciation of the services rendered by Mr. Milan S. Bhise during his term as a Director of the Company since July, 2001.

The casual vacancy caused by resignation of Mr. Milan S. Bhise from the Board of Directors of the Company was filled in by appointment of Mrs. Anjali Suresh (holding DIN 02545317) with effect from 29th January 2015, as an Independent Woman Director.

In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, her continuation as an Independent Director on the Board of the Company will have to be approved by the Members of the Company.

The requisite Resolutions for the appointment of Mrs. Anjali Suresh as an Independent Woman Director, are being proposed in the Notice of the ensuing Annual General Meeting for the approval of the Members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31,2015 and state that :

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 at the end of the financial year and of the profit of the Company for that period;

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

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS'' REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

SECRETARIAL AUDIT

Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s V. R. Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as ''Annexure B".

The observation made in the report with regard to appointment of at least one common Independent Director of Holding Company on the Board of Subsidiaries of the Company as required under Clause 49 V A, of the Listing Agreement is self explanatory. In view of resignation of Mr. Milan S. Bhise with effect from 29th January 2015, the requirement under Clause 49 III B of the Listing Agreement, quorum of two Independent Directors at Audit Committee Meeting held on 29th January 2015, could not complied with. However, the Company would ensure in future compliance of the requisite provisions.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has contributed funds for the promotion of education and medical aid, environmental sustainability etc. The contribution has been made to a registered trust which mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.

The report on CSR activities is annexed herewith as "Annexure D".

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company''s website www.lkpsec.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has established a vigil mechanism to be known as the ''Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ''Whistle Blower Policy'' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co- operation and support.

For and on behalf of the Board of Directors

Mumbai ( M. V. Doshi ) Date: May 05, 2015 Executive Chairman


Mar 31, 2014

The Directors present the Thirtieth Annual Report and Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS 2013-2014 2012-2013 (Rs. in lacs) (Rs, in lacs)

Profit before tax 707.64 1031.07

Less: Tax Expense for the Year (40.05) 356.19

Profit after tax. 747.69 674.88

Profit brought forward from 2250.60 2140.21 previous year

Amount available for appropriation 2998.29 2815.09

APPROPRIATIONS:

Proposed Dividend 243.96 246.23

Tax on Dividend 39.58 39.94

Transfer to Capital Redemption 14.60 73.35 Reserve

Transfer to General Reserve 100.00 70.00

Transfer to Special Reserve Fund 149.54 134.98

Excess Provision for Dividend and 1.86 - DDT of earlier year written back

Balance carried to Balance Sheet 2452.47 2250.59

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs.2/- per equity share of the Company for the financial year ended 31st March 2014. The total cash outflow on account of dividend & tax thereon Rs.283.54 lacs.

PERFORMANCE REVIEW

The Company''s total income increased to Rs. 3557.17 lacs from Rs. 3463.11 lacs and profit after tax to Rs. 747.69 lacs from Rs. 674.88 lacs in the previous year.

Even under difficult market conditions, the income from operations increased marginally during the year under review. Trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results.

BUY- BACK

At the Board meeting held on 29th May 2012, the Board of Directors of the Company had approved to buyback the Company''s full paid up equity shares of Rs. 10/- each from open market through Stock Exchange route, subject to maximum Buyback price of Rs. 80/- per share, up to an aggregate amount not exceeding Rs. 12,40,00,000/- (Rupees Twelve Crores Forty Lac Only) [excluding brokerage costs, SEBI Turnover charges, taxes such as Securities Transaction tax, service tax and relevant stamp duty] in accordance with the provisions contained in the Articles of Association, Section 77A,77AA,77B and other applicable provisions of the Companies Act 1956 and the provisions contained in the SEBI (Buy Back of Securities) Regulations, 1998 including any statutory modifications and amendments from time to time for the time being in force ("Buyback Regulations"). Pursuant to the aforesaid approval, the Buyback was completed on 28* May 2013. The Company had bought-back from the Open Market on B S E Limited in aggregate 8,79,466 equity shares at an average price of Rs 61.19 per share. Hence the paid up equity share capital of the company as on March 31, 2014 stands reduced to Rs. 12,19,80,230 divided into 1,21,98,023 equity shares of Rs. 10/- each.

EMPLOYEES STOCK OPTION SCHEME

Disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

SUBSIDIARIES

Your Company''s subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has 1540 outlets across India.

As per the Circular No. 51/12/2007rCL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Company''s subsidiaries i.e. LKP Securities Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and its subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A/203 Embassy Centre, Nariman Point, Mumbai 400 021.

STATUTORY DISCLOSURE

During the year under review the Company did not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

The provisions of Section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS

Mr. Hariharan Padmanabhan retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re- appointment.

As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Milan S. Bhise and Mr. Vineet N. Suchanti as Independent Directors for five consecutive years for a term up to 31st March 2019. Detail of the proposal for appointment of Mr. Milan S. Bhise and Mr. Vineet N. Suchanti are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 30* Annual General Meeting.

Board of Directors in their meeting held on 9"1 May 2014, re- appointed for a period of 3 years with effect from April, 01, 2014 Mr. Mahendra V. Doshi as an Executive Chairman of the Company.

Board of Directors in their meeting held on 30* July 2013, had approved the re-appointment of Mr. Pratik M. Doshi as the Whole- time Director of LKP Securities Limited a Subsidiary Company of your Company for a period of 3 years with effect from 26th October 2013.

AUDITORS''REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 ofthe Companies Act, 2013. Your Directors recommend their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co- operation and support.

For and on behalf of the Board of Directors

Mumbai (M. V. Doshi)

Date: May 09, 2014 Executive Chairman


Mar 31, 2013

The Directors present the Twenty Ninth Annual Report and Audited Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS 2012-2013 2011-2012 (Rs. in lacs) (Rs. in lacs)

Profit before tax 1031.07 745.11

Less: Tax Expense for the year 356.19 258.68

Profit after tax 674.88 486.43

Profit brought forward from 2140.21 2095.05 previous year

Amount available for 2815.09 2581.48 appropriation

APPROPRIATIONS:

Proposed Dividend 246.23 261.55

Tax on Dividend 39.94 42.43

Transfer to Capital Redemption 73.35 -- Reserve

Transfer to General Reserve 70.00 40.00

Transfer to Special Reserve Fund 134.98 97.29

Balance carried to Balance Sheet 2250.59 2140.21

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs.2/- per equity share of the Company for the financial year ended 31st March 2013. The total cash outflow on account of dividend & tax thereon Rs.286.17 lacs.

PERFORMANCE REVIEW

The Company''s total income increased to Rs. 3463.11 lacs from Rs. 2220.69 lacs and profit after tax to Rs. 674.88 lacs from Rs. 486.43 lacs in the previous year.

Even under though difficult market conditions, the income from operation increased during the year under review. Trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results. Further the Company substantially increased its business of loan against security of shares.

BUY- BACK

At the Board meeting held on 29th May 2012, the Board of Directors of the Company has approved to Buyback the Company''s full paid up equity shares of Rs. 10/- each from open market through Stock Exchange route, subject to maximum Buyback price of Rs. 80/- per share, upto an aggregate amount not exceeding Rs.12,40,00,000/- (Rupees Twelve Crores Forty Lac Only) [excluding brokerage costs, SEBI Turnover charges, taxes such as Securities Transaction tax, service tax and relevant stamp duty] in accordance with the provisions contained in the Articles of Association, Section 77A,77AA,77B and other applicable provisions of the Companies Act 1956 and the provisions contained in the SEBI (Buy Back of Securities) Regulations, 1998 including any statutory modifications and amendments from time to time for the time being in force ("Buyback Regulations"). The above stated aggregate amount is not exceeding 10% of the paid-up capital and free reserves of the Company as per the Audited Annual Accounts of the Company for the financial year ended March 31, 2012.

Pursuant to the aforesaid approval the Company has bought-back from the Open Market on B S E Limited 7,41,423 equity shares upto March 31, 2013 at an average price of Rs 60.98 per share. Out of the shares bought-back, 7,33,495 equity shares have been extinguished till March 31, 2013. Hence the paid up equity share capital of the company as on March 31, 2013 stands reduced by Rs 73,34,950 to Rs. 12,34,39,940 divided into 1,23,43,994 equity shares of Rs. 10/- each.

EMPLOYEES STOCK OPTION SCHEME

Disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

SUBSIDIARIES

Your Company''s subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has 1030 outlets across India.

As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Company''s subsidiaries i.e. LKP Securities Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and it''s subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.

STATUTORY DISCLOSURE

During the year under review the Company did not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

The provisions of Section 217(1)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS

Mr. Milan S. Bhise and Mr. Vineet N. Suchanti retire by rotation and being eligible offers themselves for re-appointment. Your Directors recommend their re-appointment.

AUDITORS'' REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21,the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co- operation and support.

For and on behalf of the Board of Directors

Mumbai (M. V. Doshi)

Date: April 29, 2013 Executive Chairman


Mar 31, 2012

The Directors present the Twenty Eighth Annual Report and Audited Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS 2011-2012 2010 - 2011 (Rs. in lacs) (Rs. in lacs)

Profit before tax 745.12 3276.49

Less: Provision for Tax (Including 258.68 664.79 Deferred Tax)

Profit after tax 486.44 2611.70

Add: Previous year Items - 352.72

Profit brought forward from 2095.05 1672.86

previous year

Amount available for appropriation 2581.49 4637.28

APPROPRIATIONS:

Proposed Dividend 261.55 1307.75

Tax on Dividend 42.43 212.14

Transfer to General Reserve 40.00 500.00

Transfer to Special Reserve Fund 97.29 522.34

Balance carried to Balance Sheet 2140.22 2095.05

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs. 2/- per equity share of the Company for the financial year ended 31sl March 2012. The total cash outflow on account of dividend & tax thereon Rs.303.98 lacs.

PERFORMANCE REVIEW

The Company's total income decreased to Rs. 2,220.69 lacs from Rs. 5,325.21 lacs and profit after tax to Rs. 486.44 lacs from Rs. 2,611.70 lacs in the previous year.

Due to difficult market condition, the income from investments decreased during the year under review. However trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results. Further the Company substantially increased its business of loan against security of shares.

EMPLOYEES STOCK OPTION SCHEME

Disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

SUBSIDIARIES

Your Company's subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has 810 outlets across India.

As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Company's subsidiaries i.e. LKP Securities Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and it's subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.

STATUTORY DISCLOSURE

During the year under review the Company did not have any employee falling within the scope of Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

The provisions of Section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS

Mr. Mahendra V. Doshi and Mr. Pratik M. Doshi retire by rotation and being eligible offers themselves for re-appointment. Your Directors recommend their re-appointment.

AUDITORS' REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers , Institutions and Employees for their co- operation and support.

For and on behalf of the Board of Directors

Mumbai (M. V. Doshi)

Date: April 24, 2012 Executive Chairman


Mar 31, 2011

The Directors present the Twenty Seventh Annual Report and Audited Accounts of the Company for the year ended March 31,2011.

FINANCIAL RESULTS 2010-2011 2009-2010 (Rs. in lacs) (Rs. in lacs)

Profit before tax 3276.49 2099.70

Less: Provision for Tax 664.79 178.07

Profit after tax 2611.70 1921.63

Add: Previous year Items 352.72 16.94

Profit brought forward from 1672.86 3133.98 previous year

Amount available for 4637.28 5072.56 appropriation

APPROPRIATIONS:

Proposed Dividend 1307.75 915.42

Tax on Dividend 212.14 155.58

Transfer to Capital Redemption - 36.13 Reserve

Transfer to General Reserve 500.00 200.00

Transfer to Special Reserve 522.34 2092.57 Fund

Balance carried to Balance Sheet 2095.05 1672.86

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs. 10/- per equity share of the Company for the financial year ended 31st March 2011. The total cash outflow on account of dividend & tax thereon Rs. 1,519.89 lacs.

PERFORMANCE REVIEW

The Companys total income increased to Rs. 5,374.28 lacs from Rs. 3,612.25 lacs and profit after tax to Rs.2,611.70 lacs from Rs. 1,921.63 lacs in the previous year.

The income from investments increased substantially and trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has yielded good results. Further the Company substantially increased its business of loan against security of shares.

The Company continued with its efforts to recover over dues from its clients. During the year under review the Company has recovered Rs. 328.46 lacs by resorting to legal recourse.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the approval of shareholders, your Company has instituted the Employees Stock Option Scheme. The Scheme is administered by the Compensation Committee of the Board of Directors. The detail of Options granted during the year under review is annexed to this report.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

SUBSIDIARIES

Your Companys subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has 407 outlets across India.

As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Companys subsidiaries i.e. LKP Securities Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and its subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.

STATUTORY DISCLOSURE

The Particulars of Employees falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to all shareholders of the Company excluding the above Statement. Any shareholder interested in obtaining a copy of the said Statement may write to the Company at its Registered Office.

The provisions of Section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS

Mr. Vineet N. Suchanti and Mr. Milan S. Bhise retire by rotation and being eligible offers themselves for re-appointment. Your Directors recommend their re-appointment.

AUDITORS REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of .the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period ;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability ;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers , Institutions and Employees for their co-operation and support.

For and on behalf of the Board of Directors

(M. V. Doshi) Executive Chairman

Mumbai Date: April 29, 2011


Mar 31, 2010

The Directors present the Twenty Sixth Annual Report and Audited Accounts of the Company for the year ended March 31,2010.

FINANCIAL RESULTS 2009-2010 2008-2009 (Rs. in lacs) (Rs. in lacs) Profit / (Loss) before tax 2099.70 9267.54 Less/(Add): Provision for Tax & 178.07 726.32 Fringe Benefit Tax Profit/(Loss) after tax 1921.63 8541.22 Add: Previous year Items 16.94 - Profit/(Loss) brought forward from 3133.98 642.64 previous year Amount available for appropriation 5072.% 9183.86 APPROPRIATIONS: Proposed Dividend 915.42 889.79 Tax on Dividend 155.58 151.22 Transfer to Capital Redemption 36.13 8.87 Reserve Account Transfer to General Reserve 200.00 5000.00 Transfer to Special Reserve Fund 2092.57 - Balance carried to Balance Sheet 1672.85 3133.98

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs. II- per equity share of the Company for the financial year ended 31s1 March 2010. The total cash outflow on account of dividend & tax thereon Rs. 1,071.00 lacs.

PERFORMANCE REVIEW

The Companys total income decreased from Rs. 10,283.42 lacs to Rs. 3,612.25 lacs and profit after tax Rs. 1,921.64 lacs from Rs. 8541.22 lacs in the previous year.

The figures of the year under review are not strictly comparable with those of the previous year. During the previous year, the Company had divested major portion of its holdings in the shares of Thomas Cook (India) Ltd. received pursuant to the merger of LKP Forex Limited with Thomas Cook (India) Limited by tendering them under the open offer announced by Thomas Cook (UK) Limited.

The efforts of the Fixed Income Market team to develop trading in debt papers and development of retail clients like PF/Pension/ Gratuity trust etc. has yielded good results.

The Company continues its efforts to generate non-fund based business. Also your Company continues to make all efforts to recover over-dues from the clients by negotiations or by resorting to legal recourse.

SHARE CAPITAL

In term of consent of the Members which was obtained by way of a special resolution passed on 22nd January 2009, as per Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, the buy-back of equity shares of the Company under Section 77A of the Companies Act, 1956, was commenced on February 24, 2009 and was closed with effect from July 17, 2009. The Company had bought-back and extinguished in aggregate 4,50,000 equity shares from the Open Market on the Bombay Stock Exchange Limited at an average price Rs. 77.70 per equity Share. The total amount expended in the buy back is Rs. 349.65 lacs, being 37% of the maximum authorized buy back amount.

On March 31,2010 the Company has allotted 7,27,489 equity shares of Rs. 10/- each, at a premium of Rs. 110/- per share in full conversion of 7,27,489 11 % Compulsorily Convertible Debentures of Rs. 120/- each fully paid-up to Agrud Captal Pte. Ltd., Singapore, in term of Special Resolution dated 27th August 2009 passed by members through Postal Ballot.

The paid up equity share capital of the company as on March 31, 2010 stands at Rs. 13,07,74,890/- divided into 1,30,77,489 equity shares of Rs. 10/- each fully paid- up.

ESOP

With a view to motivating the employees of the Company and its subsidiary (LKP Securities Limited) by rewarding performance, retaining best talents and to enable them to participate in the future growth and success of the Company, the Board has considered it prudent to introduce Employees Stock Option Scheme 2010 (ESOP). The said ESOP has been formulated in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999. The said ESOP could give rise to the issue of equity shares not exceeding 9,05,000 equity shares of Rs. 10/- each at such price, in one or more tranches and on such terms and conditions, as may be fixed or determined by the Board in accordance with the Guidelines or other provisions of the law as may be prevailing from time to time. The consent of members for the said ESOP has been obtained by special resolutions passed on 17th March 2010, as per Section 192A of the Companies Act, 1956, read with die Companies (Passing of the Resolution by Postal Ballot) Rules, 2001. The Compensation Committee has granted 5,99,500 Stock Options to the eligible employees in terms of the said Plan during the financial year 2010-2011.

FIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

SUBSIDIARIES

Your Companys subsidiary, LKP Securities Ltd. has reported improved results. LKP Securities Ltd. has expanded its geographical reach and now has 414 outlets across 147 cities in India.

During the year under review M/s Gayatri Cement and Chemical Industries Pvt. Ltd. became Wholly Owned Subsidiary of the Company.

Pursuant to Section 212 of the Companies Act, 1956, the relevant Statement along with the Directors Report and the Audited Statement of Accounts of subsidiaries of the Company are appended to this report.

STATUTORY DISCLOSURE

The Particulars of Employees falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per Section 219(lXb)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to all shareholders of the Company excluding the above Statement. Any shareholder interested in obtaining a copy of the said Statement may write to the Company at its Registered Office.

The provisions of Section 217(lXe) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There is no foreign exchange earnings during the year under report. The detail of outgo is mentioned in point no. 10 of Notes to Accounts under Schedule 16.

DIRECTORS

Mr. Mahendra V. Doshi retires by rotation and being eligible offers himself for reappointment. Mr. Mahendra V. Doshi is re-appointed with revised remuneration as an Executive Chairman of the Company for a period of 5 years with effect from April 1, 2009 by a Special Resolution passed by members through postal ballot on March 17, 2010.

At the Board Meeting held on October 26, 2009, Mr. Hariharan Padmanabhan and Mr. Pratik M. Doshi were appointed as additional Directors on the Board. Resolutions for their re-appointment as Directors are placed in the Notice for consideration of the members. The Directors recommend these Resolutions for acceptance.

Mr. Sayanta Basu is appointed on October 26, 2009 as a Nominee Director on the Board by the strategic equity investor Agrud Captal Pte. Ltd., Singapore.

AUDITORSREPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DmECTORS RESPONSIBILITY STATEMENT

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

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) me Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for mat period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of mis Report

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers , Institutions and Employees for their co- operation and support

For and on behalf of the Board of Directors Mumbai (M.V. Doshi) Date: April 28,2010 Executive Chairman

 
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