Directors Report of Lohia Securities Ltd.
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the 21st Annual Report and
the audited accounts of your Company for the financial year ended 31st
March, 2015.
FINANCIAL HIGHLIGHTS
A summary of financial results of the Company and its subsidiaries for
the year ended 31st March, 2015 is given below:-
Standalone Consolidated
Financial Year Financial Year
2014-15 2013-14 2014-15 2013-14
(Rs. in
lakh) (Rs. in (Rs. in
lakh) (Rs. in
lakh)
Particulars lakh)
Total Income 3987.50 2758.77 4445.62 2977.25
Total Expenditure 3575.88 2519.06 3928.18 2717.21
Profit/(Loss) before
Interest, 411.62 239.71 517.44 260.04
Depreciation & Tax
Less: Interest and
Finance Charges 91.63 158.00 139.25 196.20
Less: Depreciation and
Amortisation 46.14 48.09 53.98 58.59
Profit / Loss (-)
Before Tax Before 273.85 33.62 324.21 5.25
Exceptional Item
Exceptional Item - - - 63.60
Profit / Loss (-)
Before Tax 273.85 33.62 324.21 68.85
Less Tax Expenses
-Current Tax 17.05 - 17.08 1.26
-Deferred Tax 66.77 15.66 86.12 22.64
Profit/(Loss) for
the year 190.03 17.96 221.01 44.95
Add: Surplus brought
forward from 1182.49 1176.18 916.55 884.51
previous year
Amount Available for 1372.52 1194.14 1137.56 929.46
Appropriation
Less: Proposed
Dividend on Equity 9.97 9.97 9.97 9.97
Shares
Less: Corporate Tax
on Proposed 2.03 1.69 2.03 1.69
Dividend
Other Adjustment 17.24 - 23.96 1.25
Balance to Balance Sheet 1343.29 1182.48 1101.60 916.55
FINANCIALS OF THE COMPANY ON THE STANDALONE BASIS:
The Statement of Profit and Loss of your Company on standalone basis
shows a profit after tax ofRs.1 190.03 lakhs (Previous Year: Profit
ofRs. 17.96 lakhs). The disposable profit is Rs. 1372.52 lakhs
(Rs.1194.14 lakhs) after taking into account the balance of Rs.1182.49
lakhs (Rs.1176.18 lakhs) brought forward from the previous year.
DIVIDEND
Your Directors are pleased to recommend a dividend at Rs. 0.20 per
equity shares i.e. 2% (Previous year Rs. 0.20, 2%) on par value ofRs.
10/- each for the year ended 31st March, 2015. The dividend, if
approved at the 21st Annual General Meeting (AGM), will be paid to
those shareholders whose name appears on the register of members of the
Company as on 19th September, 2015. The dividend will be tax-free in
the hands of shareholders.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2015 was Rs.498.87
lacs. There has not been any change in the Equity Share Capital of the
Company during the financial year ended 31st March, 2015. During the
year under review, the Company has neither issued shares with
differential voting rights nor issued sweat equity or granted stock
options.
OPERATIONS:
Lohia Securities Limited (Standalone)
During the financial year 2015, despite the challenging business
environment, the Company reported superior performance.
The standalone revenue for the year was Rs. 3987.50 lakhs as compared
to Rs. 2758.77 lakhs for the year ended 31st March, 2014 resulting in
annualized increase of 44.54%. Operating Profit (Earnings before
interest, depreciation and Corporate tax) for the period ended 31st
March, 2015 was Rs. 411.62 lakhs as againstRs. 239.71 lakhs for the
year ended 31st March 2014 with annualized increase of 71.72%.
The Company has Profit before Tax ofRs. 273.85 lakhs (as compared to
last year's profit ofRs. 33.62 lakhs) after meeting interest expenses
ofRs. 91.63 lakhs (last year's Rs. 158.00 lakhs) and depreciation ofRs.
46.14 Lakhs (last year's Rs. 48.09 lakhs) for the year ended 31st
March, 2015. The Net Profit for the year was Rs. 190.03 lakhs (as
compared to last year's net profit ofRs. 17.96 lakhs). Your Board has
decided not to transfer anything from Profit & loss account to General
Reserve (Previous year -Nil).
Lohia Securities Limited (Consolidated)
The consolidated revenue of the Company for the year was Rs. 4445.62
lakhs, an increase of 49.32% as compared to previous year. There were
increase in the Brokerage Income, Income from operation, Interest
Income, Receipt of DP division and dividend from shares lying as
inventories
The Net Group Profit earned after tax was Rs. 221.01 lakhs as against
profit of Rs.44.95 lakhs of last year.
Summary of Consolidated Financial Results of the company & its
subsidiaries are as below:
Subsidiary/ Joint Venture/ Associate Companies
As on 31st March, 2015, Lohia Securities Limited has four 100%
subsidiaries. Details of their business and operations are given
below:-
Trade City Securities Private Limited has a Trading Membership of NSE
in Capital and F&O Segment and Trading Membership of BSE in Capital and
F&O Segment. It reported a net profit ofRs. 17.89 lakhs compared to
previous year's net profit of Rs.9.51 lakhs.
Trade City Commodities Private Limited is a member of NCDEX, MCX,
National Spot, NCDEX Spot, and ICEX and is engaged in commodity trading
and is registered with FMC. The Company had a net loss after tax ofRs.
4.72 lacs against last year's Net Profit ofRs. 13.93 lakhs.
Trade City Real Estate Private Limited is engaged in property and real
estate business. It is also investing surplus moneys in shares and
securities. The Company has incurred net loss ofRs. 8.36 lakhs compared
to net loss ofRs. 1.42 lakhs of last year.
Trade City Barter Private Limited is a non-banking finance company and
is engaged in investment and financing activities. The Company has
earned a net profit ofRs. 26.16 lakhs compared to last year's net
profit ofRs. 4.96 lakhs.
The Company does not have any joint venture or Associate Company as per
the Companies Act, 2013.
In accordance with Section 129(3) of the Companies Act, 2013 and Clause
32 of the Listing Agreement, the consolidated financial statements of
the Company and all its subsidiary companies have been prepared and
duly audited by the auditors, and form part of the Annual Report. A
statement containing salient features of the financial statements of
the subsidiary is also included in the Annual Report.
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 the
subsidiary companies.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an adequate internal control system commensurate with
the size, scale and complexity of its operations. The internal audit
team monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating system,
accounting procedures and policies at all location of the Company and
its subsidiaries. Based on the reports of internal audit, management
undertakes corrective action in their respective areas and thereby
strengthens the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Board.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, your directors hereby confirm that:
i) In the preparation of the annual accounts, applicable accounting
standards have been followed;
ii) appropriate accounting policies have been selected and applied
consistently and estimates and judgments made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at the end of the financial year and of the profit of
the company for that period:
iii) proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act have
been taken for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) Internal financial controls to be followed by the Company have been
laid down and that such internal financial controls are adequate and
were operating effectively; and
vi) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public or from
employees during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the 20th Annual General Meeting of the Company held on 27th
September, 2014, the members had appointed Mr. Sameer Bajaj (DIN:
00078805) and Mr. Vineet Goenka (DIN: 00079400) as Independent
Directors of the Company under the Companies Act, 2013 each for a term
of five years from the date of that Annual General Meeting.
Mr. Rajesh Kumar Bajaj (DIN: 00080664), Managing Director, though
appointed as the Managing Director for a fixed term of 5 years with
effect from 24th September, 2010, will retire by rotation as a
Director, to enable compliance by the Company with the provisions of
Section 152 of the Companies Act, 2013 and being eligible, has offered
himself for re-appointment at the twenty-first Annual General Meeting.
Your Board is of the opinion that his continued association with the
Board of Directors of the Company will be beneficial to the Company and
hence recommends his re-election.
During the year, the Board of Directors appointed Ms. Sarita Ojha (DIN:
05319371) as an additional director (Independent) of the Company with
effect from March 30, 2015. Ms. Ojha holds office as Additional
Director until the twenty-first Annual General Meeting and is eligible
for appointment as Director of the Company. The Company has received a
notice under section 160 of the Act from a member with requisite
deposits signifying his intention to propose the candidature of Ms.
Ojha for the office of Director. A brief profile of Ms. Ojha is given
in the Notice convening the twenty-first Annual General Meeting.
Mr. Rajesh Kumar Bajaj, Managing Director, Mr. Sudheer Kumar Jain,
Whole-time Director are the Key Managerial Personnel (KMP) within the
meaning of Section 203(1) of the Act. Mr. Narendra Kumar Rai and Mr.
Sujit Kumar Sharma are other KMPs designated as the Company Secretary
and the Chief Financial Officer (CFO) of the Company respectively. All
of the above KMP have been appointed by the Board of Directors as
required under the provision of section 203(1) of the Companies Act.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the independent directors have confirmed to the Board that they
qualify to be considered as Independent as per the definition of
"Independent Director" stipulated in Section 149(6) of the Act and
Clause 49(II)(B)(1) of the Listing Agreement. These declarations has
been placed before, and noted by the Board.
BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on the
Company's policies and strategy apart from other Board matters. During
the financial year 2014-15, ten board meetings were held on April 01,
2014, May 29, 2014, June 23, 2014, August 14, 2014, September 27, 2014,
November 14, 2014, December 17, 2014, January 19, 2015, February 14,
2015 and March 30, 2015. The gap between the two board meetings did not
exceed 120 days.
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of director and other matters provided under sub-section
(3) of Section 178 of the Act is appended as Annexure Ito this Report.
EVALUATION OF THE BOARD OF DIRECTORS
Pursuant to the provision of the Act and Clause 49 of the Listing
Agreement, the Nomination and Remuneration Committee of the Board
carried out the annual evaluation of the performance of the Board as a
whole, the Directors individually as well as of various committees of
the Board. A structured evaluation feedback form was prepared after
taking into consideration the inputs received from the directors,
covering various aspects such as board structure and composition,
effectiveness of the board process, information and functioning,
establishment and determination of responsibilities of Committees, and
quality of relationship between the board and the management.
Also, a separate questionnaire was prepared to evaluate the performance
of individual directors which had parameters such as professional
conduct, roles and functions, discharge of duties, and their
contribution to the Board/ Committee and Senior Management. The
performance evaluation of the independent directors were carried out by
the Nomination and Remuneration Committee and noted in turn by the
Board.
COMMITTEES OF DIRECTORS
Your Company has five Committees of the Board, viz.
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Risk Management Committee
5. Independent Directors Committee
Details of all the Committes alongwith their composition, terms of
reference and meetings held during the year are provided in "Report on
Corporate Governance" forming part of the Annual Report.
STATUTORY AUDITORS:
M/s. Patni & Co., Chartered Accountants, who are the Statutory Auditors
of the Company, hold office, in accordance with the provisions of the
Act, for a period of three years viz., financial years 2014-15, 2015-16
and 2016-17 from the conclusion of 20th Annual General Meeting until
the conclusion of the 23rd Annual General Meeting i.e. upto financial
year 2016-17. As per Section 139(2) of the Act and the applicable Rules
of the Act, the appointment of the Statutory Auditors needs to be
ratified by the members at every Annual General Meeting. Accordingly,
the members are requested to ratify the appointment of the statutory
Auditor at Twenty-first Annual General Meeting.
SECRETARIAL AUDIT:
Pursuant to the requirements of Section 204(1) of the Act, and Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed Ms. Poonam Mundhra, Company
Secretary in Practice to conduct the secretarial audit for the
financial year 2014-15. The Secretarial Audit Report as received from
Ms. Poonam Mundra is appended to this Report as Annexure-III. As
regard to non-payment of dividend to Investor Education Fund, the
Company is reconciling the unpaid dividend with the respective bank and
will pay the amount to the Fund after reconciliation.
COMMENTS ON AUDITORS' REPORT:
The statutory auditors of the Company submitted their report on the
accounts of the Company for the accounting year ended 31st March, 2015,
which was self explanatory and needed no comment. As regard to point
no. (7) of the Annexure to the Auditor's Report, the Company is
reconciling the unpaid dividend account for the financial year 2006-07
with the concerned bank and will pay the unpaid amount, if any, to
Investor Education Fund on completion of reconciliation.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 are not
applicable to the Company since it is not fulfilling any of the
stipulated requirements of net-worth, turnover and net profits.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Company has a well defined risk management framework in place.
Further, it has established procedures to periodically place before the
Board, the risk assessment and management measures. The details of the
risks faced by the Company and the mitigation thereof are discussed in
detail in the Management Discussion and Analysis report that form part
of the Annual Report.
REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under clause 49 of
the Listing Agreement form part of the Annual Report. The certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is annexed to the Corporate
Governance Report.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
The particulars of the employees pursuant to the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3)
of the Appointment and Remuneration of Managerial Personnel) Rules,
2014, are not given since none of the employees are in receipt of a
remuneration in excess of the prescribed limit. Disclosure pertaining
to remuneration and other details as required under section 197(12) of
the Companies Act, 2013 read with Rules 5(1) of the Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in
Annexure-IV.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WIH RELATED PARTIES
The particulars of contracts or arrangements with related parties
referred to in Section 188(1) as prescribed in Form AOC-2 are appended
as Annexure-V.
A policy on Materiality of Related Party Transactions and dealing with
related part has been adopted by the Board of Directors and the said
policy is posted at the Company's website at www.lohiasecurities.com.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirement under section 92(3) and Section 134(3) of
the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, an extract of Annual Return in prescribed
Form MGT-9 is given in the Report as Annexure-VI
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company is engaged in providing securities trading and financial
services and such operations do not account for substantial energy
consumption. In view of the nature of activities which are being
carried on by the Company, the particulars as prescribed under section
134(3)(m) of the Act read with the Companies' (Accounts) Rules, 2014
regarding Conservation of Energy and Technology Absorption, and
research and development are not applicable to the Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year, the Company has not earned or expended any foreign
exchange.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the
Management, the concerns about behavior of employees that raise
concerns including fraud by using the mechanism provided in the Whistle
Blower Policy. The details of such policy are included in the Report on
Corporate Governance which farm part of the Annual Report. During the
financial year 2014-15, no cases under this mechanism were reported in
the Company and any of its subsidiaries/ associates.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE
Our policy against sexual harassment is embodies both in the Code of
Conduct of Lohia Securities Group as also in a specially written policy
in accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the financial
year 2014-15, no cases in the nature of sexual harassment were reported
at any workplace of Lohia Securities group.
ACKNOWLEDGEMENTS
The Directors express their sincere gratitude to the cooperation and
support received from shareholders, customers, business associates,
bankers, SEBI and other regulatory and government authorities.
Your directors thanks all the valued clients, sub-brokers,
shareholders, banks, financial institutions, stock exchanges,
depositories and other stake holders for their patronage and support
and take this opportunity to express their appreciation of the
dedicated and committed team of employees of the Company.
For and on behalf of the Board of Directors
Rajesh Kumar Bajaj Sudheer Kumar Jain
Kolkata, the 14th day
of August, 2015 Managing Director Whole-time Director
Mar 31, 2014
Dear Shareholders,
The Directors have pleasure in presenting the 20th Annual Report and
the audited accounts of your Company for the financial year ended 31st
March, 2014.
FINANCIAL HIGHLIGHTS
FINANCIALS OF THE COMPANY ON THE STANDALONE BASIS:
The Statement of Profit and Loss of your Company on standalone basis
shows a profit after tax of Rs. 17.97 lakhs (Previous Year: Loss ofRs.
71.32 lakhs). The disposable profit is Rs. 1194.15 lakhs (Rs.1187.85 lakhs)
after taking into account the balance of Rs.1176.18 lakhs (Rs.1259.17
lakhs) brought forward from the previous year. The brief financial
highlights are as below:
Financial Year Financial Year
2013-14 2012-13
Particulars (Rs in lakh) (Rs in lakh)
Total Income 2747.04 5243.47
Total Expenditure -2507.33 -5051.20
Operational Profit 239.71 192.27
Less: Interest and Finance Charges -158.00 -238.50
Less: Depreciation and Amortisation -48.08 -64.43
Profit / Loss (-) Before Tax 33.63 -110.67
Less Provision for taxation including deferred -15.66 (39.34)
Tax
Profit After Taxes for Current Year 17.97 -71.33
Income Tax for Earlier years 0 0
Net Profit 17.97 -71.33
Add: Surplus brought forward from 1176.18 1259.17
previous year
Amount Available for Appropriation 1194.15 1187.84
Less: Proposed Dividend on Equity Shares -9.97 -9.97
Less: Corporate Tax on Proposed Dividend -1.69 -1.69
Balance to Balance Sheet 1182.49 1176.18
DIVIDEND
Your Directors are pleased to recommend a dividend at Rs0.20 per equity
shares i.e. 2% (Previous year Rs. 0.20, 2%) on par value ofRs. 10/- each
for the year ended 31st March, 2014. As, the Company will also pay a
dividend tax of 16.995% (Previous year 16.995%), the total dividend
outgo will be Rs. 11.66 lakhs (Previous year Rs. 11.66 lakhs). The payment
of dividend is subject to approval of the shareholders at the ensuing
Annual General Meeting.
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the declared dividend which remained unpaid/ unclaimed for a
period of 7 years have been transferred by the Company to the Investor
Education and Protection Fund established by the Central Government
pursuant to Section 205C of the said Act.
OPERATIONS:
Lohia Securities Limited (Standalone)
The lower turnover and operating margin in an environment of high
interest cost has put severe pressure on the Company''s profitability.
The standalone revenue for the year was Rs. 2747.04 lakhs as compared to
Rs. 5243.47 lakhs for the year ended 31st March, 2013 resulting in
annualized decrease of 47.61%. Operating Profit (Earnings before
interest, depreciation and Corporate tax) for the period ended 31st
March, 2013 was Rs. 239.71 lakhs as against Rs. 192.27 lakhs for the year
ended 31st March 2013 with annualized increase of 24.67%.
The Company has Profit before Tax of Rs. 33.63 lakhs (as compared to last
year''s loss of Rs. 110.66 lakhs) after meeting interest expenses of Rs.
158.00 lakhs (last year''s Rs. 238.50 lakhs) and depreciation ofRs. 48.09
Lakhs (last year''s Rs. 64.43 lakhs) for the year ended 31st March, 2013.
The Net Profit for the year was Rs.. 17.97 lakhs (as compared to last
year''s net loss of Rs. 71.33 lakhs). Your Board has decided not to
transfer anything from Profit & loss account to General Reserve
(Previous year -Nil) in view of negligible profit earned during the
year.
Lohia Securities Limited (Consolidated)
The consolidated revenue of the Company for the year was Rs. 2984.33
lakhs, a decrease of 47.18% as compared to previous year. There were
decline in the Brokerage Income, Income from operation, Interest Income
Receipt of DP division and dividend from shares lying as inventories.
However, there was increase in Receipt from Depository, rental income
and sale proceeds of assets.
The Net Group Profit earned after tax was Rs. 44.95 lakhs as against Loss
of Rs.117.69 lakhs of last year. Summary of Consolidated Financial
Results of the company & its subsidiaries
2013-14 2012-13
Particulars Rs in lakhs Rs in lakhs
Total Income 2984.33 5650.20
Total Expenditure 2709.09 -5492.88
Operational Profit 275.24 157.32
Less: Interest and Finance Charges -211.39 -263.78
Less: Depreciation and Amortisation -58.60 -76.80
Profit Before Tax 5.25 -183.26
Exceptional Items 63.60 -
Profit Before Tax and After Exceptional Items 68.85 -183.26
Less: Tax Expenses- Current -5.30 -
Less: Tax Expenses- Deferred Tax -22.64 65.57
Less: Mat Credit Entitlement 4.04 -
Profit After Taxes for Current Year 44.95 -117.69
Income Tax for Earlier years - -
Net Profit 44.95 -117.69
Add: Surplus brought forward from previous year 884.51 1013.76
Amount available for Appropriation 929.46 896.07
Appropriations:
Transfer to Reserve Fund 1.25 0
Proposed Dividend 9.96 9.96
Provision for Dividend Tax 1.69 1.69
Balance Carried to Balance Sheet 916.55 884.51
Subsidiaries
As on 31st March, 2014, Lohia Securities Limited has four 100%
subsidiaries. Details of their business and operations are given
below:-
Trade City Securities Private Limited has a Trading Membership of NSE
in Capital and F&O Segment and Trading Membership of BSE in Capital and
F&O Segment. It has achieved a turnover of Rs. 91.82 lakh (Last year
86.13 lakhs). It reported a net profit of Rs. 9.51 lakhs compared to
previous year''s net loss of Rs.57.49 lakhs.
Trade City Commodities Private Limited is a member of NCDEX, MCX,
National Spot, NCDEX Spot, and ICEX and is engaged in commodity trading
and is registered with FMC. The Company had a net profit after tax ofRs.
13.93 lacs against last year''s Net Profit ofRs. 10.13 lakhs.
Trade City Real Estate Private Limited is engaged in property and real
estate business. It is also investing surplus moneys in shares and
securities. The Company has incurred net loss ofRs. 1.42 lakhs compared
to net profit ofRs. 3.25 lakhs of last year.
Trade City Barter Private Limited is a non-banking finance company and
is engaged in investment and financing activities. The Company has
earned a net profit ofRs. 4.96 lakhs compared to last year''s net loss of
Rs. 2.15 lakhs.
Financials of subsidiaries are disclosed in the Consolidated Financial
Statements which form part of this Annual Report. Statement pursuant to
the provisions of Section 212(l)(e) of the Companies Act, 1956 also
forms part of this Annual Report.
COMPLIANCE UNDER SECTION 212 OF THE COMPANIES ACT, 1956
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit & Loss and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However, the
financial information 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 the subsidiary companies.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, the
directors hereby confirm that:
i) in the preparation of the annual accounts, applicable accounting
standards have been followed and that there are no material departures
from the same.
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 as at March 31, 2014 and of the profit of the company
for the year ended on that date.
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the directors have prepared the annual accounts on a going concern
basis.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public or from
employees during the year under review. DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Article 90 of the Articles of Association of the Company, Mr.
Mahesh Kumar Bajaj retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reappointment. Your Board
is of the opinion that his continued association with the Board of
Directors of the Company will be beneficial to the Company and hence
recommends his re-election.
The term of Mr.Sudheer Kumar Jain, Whole-time Director which was for a
period of 5 years from 26th September, 2009 expires on 25th September,
2014. The Directors are seeking re-appointment of Mr.Sudheer
Kumar Jain as Whole-time Director retiring by rotation for a period of
5 years. Details of the proposal for appointment of Mr. Sudheer Kumar
Jain are mentioned in the explanatory statement under section 102(1) of
the Companies Act 2013 of the notice of the 20th Annual General
Meeting. The appointment is appropriate and in the best interest of the
Company.
Pursuant to the provisions of Section 149, 150, 152 and any other
applicable provisions of the Companies Act, 2013 and the rules made
thereunder read with Schedule IV to the Companies Act, 2013, Mr. Sameer
Bajaj and Mr.Vineet Goenka, all existing Independent directors of the
Company have been appointed as Independent Directors of the Company and
shall hold office to hold office for a term of five consecutive years
from the date of this Annual General Meeting.
Brief resume of the Directors seeking appointment, re-appointment as
stipulated under Clause 49 of the Listing Agreement, are provided in
the Report on Corporate Governance forming part of the Annual Report.
None of the Directors are disqualified from being appointed as
Directors as specified in Section 274(1) (g) of the Companies Act, 1956
(Section 164 of the Companies Act, 2013).
Your Board of Directors has recommended their re-election.
COMMITTEES OF DIRECTORS
The Board of Directors has aligned the existing Committees of the Board
with the provisions of the Companies Act, 2013 (Act). Accordingly, the
Company has renamed its existing Remuneration Committee as "Nomination
and Remuneration Committee" and have delegated to it powers as required
under Section 178 of the Act. The existing shareholder''s/ Investor''s
Grievance and Share Transfer Committee has been renamed as
"Stakeholders Relationship and Shareholders Grievance Committee".
The scope of Audit Committee has also been widened so as to bring it in
accordance with the requirement of Section 177 of the Companies Act,
2013.
INDEPENDENT DIRECTORS
Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with
the Rules made thereunder, the Independent Directors shall hold office
for a period of up to 5 consecutive years and shall not be liable to
retire by rotation. They may be appointed for a maximum of two
consecutive terms of up to 5 years each. In terms of revised clause 49
of the listing agreement which will be applicable from 1st October,
2014, in case the Independent Director has already served for 5 or more
years, he can be appointed for only one term of 5 years. As per new
Act, the Nominee Director is not considered to be an Independent
Director. Presently, Mr. Sameer Bajaj and Mr.Vineet Goenka are the
Independent Directors of the Company. As per their existing terms of
appointment, all of them are liable to retire by rotation. However,
under the new Act and Clause 49 of listing agreement, they may be
appointed afresh with a fixed period of up to 5 years.
The Board considered the independence of each of the above mentioned
Directors in terms of Section 149 and Schedule IV to the Companies Act,
2013 and Clause 49 of the listing agreement and was of the view that
the proposed directors fulfill the criteria of independence as
mentioned in the above provisions and can be appointed as Independent
Directors. All the proposed directors possess requisite qualifications,
appropriate skills, experience and knowledge in one or more fields of
finance, law management, marketing, administration, technical
operations and other disciplines related to Company''s business. Keeping
in view, the educational / professional qualifications, working
experience, expertise in line with Company''s business, positive
attributes, already being on the Board of the Company and benefits that
the Company will derive with their appointment, the Board has
recommended their appointment as Independent Directors of the Company
to hold office for a term of five consecutive years commencing from the
date of 20th Annual General Meeting of the Company.
AUDITORS:
M/s. Patni & Co., Chartered Accountants, Auditors of the Company, hold
office until the conclusion of the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment.
In terms of Section 139(2) of the Companies Act, 2013, the Audit
Committee and the Board of Directors have recommended that M/s Patni &
Co., Chartered Accountants, may be appointed as statutory auditors of
the Company for a period of five consecutive years from the conclusion
of the 20th Annual General Meeting up to the conclusion of the 25th
Annual General Meeting, subject to ratification at each Annual General
Meeting, at a remuneration that may be decided by the Board of
Directors.
AUDITORS'' REPORT:
The statutory auditors of the Company submitted their report on the
accounts of the Company for the accounting year ended 31st March, 2014,
which was self explanatory and needed no comment. As regard to point
no. (ix) of the Annexure to the Auditor''s Report, the Company is
hopeful of a favourable decision (a) of its appeal to Commissioner of
Income Tax Kolkata VI against the balance demand ofRs. 5.80 lakhs for the
year 2004-05; (b) of appeal filed by IT department with ITAT, Kolkata
against the order of CIT(A)-VI for the financial year 2007-08 for a
maximum liability of 79.98 lakhs; (c) of its appeal to Commissioner of
Income Tax for the income tax demand of 724.85 lakhs for the financial
year 2009-2010 and (d) of its appeal against the demand of 743.74 lakhs
for the financial year 2010-2011: and hence no provision has been made
for the disputed liabilities in the account.
PARTICULARS OF EMPLOYEES:
The particulars of the employees pursuant to the provisions of Section
217(2 A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules. 1975 as amended by the Companies
(Particulars of the Employees) Amendment Rules 2011, read with General
Circular no. 23/2011 dated May 3, 2011 issued by MCA, are not given
since none of the employees are in receipt of a remuneration in excess
of the prescribed limit.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities which are being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 concerning conservation
of energy and technology absorption respectively are not applicable to
the Company
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchanges used and earned are as below (7 in lakhs)
Expenditure in Foreign Currency: Nil (Previous Year-Nil)
Inflow in Foreign Currency
Particulars 2013-14 2012-13
Incentive from Reuters 0.00 0.12
Total 0.00 0.12
CORPORATE GOVERNACE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your directors affirm their commitment to the Corporate Governance
standards prescribed by the Securities Exchange Board of India (SEBI).
Corporate Governance and Management Discussion and Analysis Report are
set out as separate annexure to this report. The certificate of the
Auditors, Messrs. Patni & Co., confirming compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Calcutta Stock Exchange is contained elsewhere in
the Annual Report.
ACKNOWLEDGEMENTS
Your Board places on record their sincere appreciation for the
cooperation and support received from shareholders, customers, business
associates, bankers, SEBI and other regulatory and government
authorities.
Your directors thanks all the valued clients, sub-brokers,
shareholders, banks, financial institutions, stock exchanges,
depositories and other stake holders for their patronage and support
and take this opportunity to express their appreciation of the
dedicated and committed team of employees of the Company.
Kolkata, the For and on behalf of the Board of Directors
14th day of August, 2014
Hari Kishan Lohia
Director
Mahesh Kumar Bajaj
Director
Sudheer Kumar Jain
Whole-time Director
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the 19th Annual Report and
the audited accounts of your Company for the financial year ended 31st
March, 2013.
FINANCIAL HIGHLIGHTS
FINANCIALS OF THE COMPANY ON THE STANDALONE BASIS:
The Statement of Profit and Loss of your Company on standalone basis
shows a loss after tax of Rs. 71.32 lakhs (Previous Year: Loss of Rs.
133.23 lakhs). The disposable profit is Rs. 1187.85 lakhs (Rs.1270.75
lakhs) after taking into account the balance of Rs.1259.17 lakhs
(Rs.1403.98 lakhs) brought forward from the pre- vious year. The brief
financial highlights are as below:
Financial
Year Financial
Year
Particulars 2012-13 2011-12
(Rs. in lakh) (Rs. in lakh)
Total Income 5243.47 4634.46
Total Expenditure -5051.20 -4485.21
Operational Profit 192.27 149.25
Finance Cost -238.50 -207.60
Cash Operating Profit/ Loss (-) -46.23 -58.35
Depreciation/ Amortisation -64.43 -79.93
Profit / Loss (-) Before Tax -110.66 -138.28
Tax Expenses- Current
Tax Expenses- Deferred Tax 39.34 25.10
Profit After Taxes for Current Year -71.32 -113.18
Income Tax for Earlier years -20.05
Net Profit -71.32 -133.23
Balance brought forward
from last year 1259.17 1403.98
Profit Available for Appropriation 1187.85 1270.75
Proposed Dividend on Equity Shares -9.97 -9.96
Tax on Proposed Dividend -1.69 -1.62
Balance to be Carried for Next Year 1176.19 1259.17
DIVIDEND
In view of the losses incurred by the Company your Directors have
recommend a dividend of Rs. 0.20 per equity shares i.e. 2% (Previous year
Rs. 0.20, 2%) on par value of Rs. 10/- each for the year ended 31st March,
2013. As, the Company will also pay a dividend tax of 16.995% (Previous
year 16.2225%), the total dividend outgo will be Rs. 11.66 lakhs
(Previous year Rs. 11.58 lakhs). The payment of dividend is subject to
approval of the shareholders at the ensuing Annual General Meeting.
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the declared dividend which remained unpaid/ unclaimed for a
period of 7 years have been transferred by the Company to the Inves-
tor Education and Protection Fund established by the Central Government
pursuant to Section 205C of the said Act.
OPERATIONS:
Lohia Securities Limited (Standalone)
The lower turnover and operating margin in an environment of high
interest cost has put severe pressure on the Company''s profitability.
The standalone revenue for the year was Rs. 5243.47 lakhs as compared to
Rs. 4634.46 lakhs for the year ended 31st March, 2012 resulting in
annualized increase of 13.14%. Operating Profit (Earnings before
interest, depreciation and Corporate tax) for the period ended 31st
March, 2013 was Rs. 197.27 lakhs as against Rs. 149.25 lakhs for the year
ended 31st March 2012 with annualized increase of 32.17%.
The Company has Loss before Tax of Rs. 110.66 lakhs (as compared to last
year''s Rs. 138.28 lakhs) after meeting interest expenses of Rs. 238.50
lakhs (last year''s Rs. 207.60 lakhs) and depreciation of Rs. 64.42 Lakhs
(last year''s Rs. 79.93 lakhs) for the year ended 31st March, 2013. The
Net Loss for the year was Rs.. 71.32 lakhs (as compared to last year''s
net loss of Rs. 133.23 lakhs). In view of the losses during the year,
your Board has decided not to transfer anything from Profit & loss
account to General Reserve (Previous year -Nil).
Lohia Securities Limited (Consolidated)
The consolidated revenue of the Company for the year was Rs. 5650.20
lakhs an increase of 18.43% as compared to previous year. There were
decline in the Brokerage Income, Income from operation, Re- ceipt of DP
division and dividend from shares lying as inventories.
The Net Group Loss incurred after tax was Rs. 117.59 lakhs as against
Loss of Rs.280.56 lakhs of last year.
Summary of Consolidated Financial Results of the company & its
subsidiaries
2012-13 2011-12
Particulars Rs. in lakh Rs. in lakh
Total Income 5650.20 4770.91
Total Expenditure -5492.87 -4799.83
Operational Profit 157.33 -28.92
Finance Cost -263.78 -231.06
Cash Operating Profit -106.45 -259.98
Depreciation/ Amortisation -76.71 -94.68
Profit Before Tax -183.16 -354.66
Tax Expenses- Current -0 -0.5
Tax Expenses- Deferred Tax 65.57 94.66
Profit After Taxes for Current Year -117.59 -260.5
Income Tax for Earlier years 0 -20.06
Net Profit -117.59 -280.56
As on 31st March, 2013, Lohia Securities Limited has four 100%
subsidiaries. Details of their business and operations are given
below:- Trade City Securities Private Limited has a Trading Membership
of NSE in Capital and F&O Seg- ment and Trading Membership of BSE in
Capital and F&O Segment. It reported a net loss of Rs.57.49 lakhs
compared to previous year''s net loss of Rs.31.58 lakhs.
Trade City Commodities Private Limited is a member of NCDEX, MCX,
National Spot, NCDEX Spot, and ICEX and is engaged in commodity trading
and registered with FMC. The Company had a net profit after tax of Rs.
10.13 lacs against last year''s Net Loss of Rs. 114.33 lakhs.
Trade City Real Estate Private Limited is engaged in property and real
estate business. It is also in- vesting surplus moneys in shares and
securities. The Company has earned net profit of Rs. 3.25 lakhs com- pare
to net loss of Rs. 0.55 lakhs of last year.
Trade City Barter Private Limited is a non-banking finance company and
is engaged in investment and financing activities. The Company has
incurred a net loss of Rs. 2.15 lakhs compared to last year''s net loss of
Rs. 0.87 lakhs.
COMPLIANCE UNDER SECTION 212 OF THE COMPANIES ACT, 1956
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of In- dia, the Balance Sheet, Statement
of Profit & Loss and other documents of the subsidiary companies are
not being attached with the Balance Sheet of the Company. However, the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The Com- pany will
make available the Annual Accounts of the Subsidiary companies and the
related detailed in- formation to any member of the Company who may be
interested in obtaining the same. The annual ac- counts 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 pre- sented by the
Company include the financial results of the subsidiary companies.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Direc- tors'' Responsibility Statement, the
directors hereby confirm that:
i) in the preparation of the annual accounts, applicable accounting
standards have been followed and that there are no material departures
from the same.
ii) the directors have selected such accounting policies and applied
them consistently and made judg- ments 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, 2013 and of the loss of the
company for the year ended on that date.
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting rec- ords in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the directors have prepared the annual accounts on a going concern
basis.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public or from
employees during the year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 90 of the Articles of Associa- tion of the Company, Mr. Hari
Kishan Lohia and Mr. Vineet Goenka retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
reappointment. Your Board is of the opinion that their continued
association with the Board of Directors of the Company will be
beneficial to the Company and hence recommends their re-election.
Brief resume of the Directors proposed to be re-appointed, 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 exchange, are provided with the Annexure to the Notice of Annual
General Meeting. Your Board of Directors has rec- ommended their
re-election.
AUDITORS:
M/s. Patni & Co., Chartered Accountants, Auditors of the Company, hold
office until the conclusion of the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment. The Company
has received a certificate from them to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 224 (1B) of the Companies Act, 1956.
AUDITORS'' REPORT:
The statutory auditors of the Company submitted their report on the
accounts of the Company for the accounting year ended 31st March, 2013,
which was self explanatory and needed no comment. As regard to point
no. (ix) of the Annexure to the Auditor''s Report, the Company is
hopeful of a favourable deci- sion of its appeal to (a) Commissioner of
Income Tax Kolkata VI against the balance demand of Rs. 5.80 lakhs for
the year 2004-05, (b) Income Tax Appellate Tribunal against the demand
of Rs.9.98 lakhs for the year 2007-08 (c) Commissioner of Income Tax,
Kolkata VI against the demand of Rs. 24.85 lakhs for the year 2009-10 and
hence no provision have been made in the account
PARTICULARS OF EMPLOYEES:
The particulars of the employees pursuant to the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules, 1975 as amended by the Companies
(Particulars of the Employees) Amendment Rules 2011, read with General
Circular no. 23/2011 dated May 3, 2011 issued by MCA, are not given
since none of the employees are in receipt of a remuneration in excess
of the prescribed limit.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities which are being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 concerning con- servation
of energy and technology absorption respectively are not applicable to
the Company
CORPORATE GOVERNACE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your directors affirm their commitment to the Corporate Governance
standards prescribed by the Secu- rities Exchange Board of India
(SEBI). Corporate Governance and Management Discussion and Analy- sis
Report are set out as separate annexure to this report. The certificate
of the Auditors, Messrs. Patni & Co., confirming compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Calcutta Stock Exchange is contained
elsewhere in the Annual Report.
ACKNOWLEDGEMENTS
Your Board places on record their sincere appreciation for the
cooperation and support received from shareholders, customers, business
associates, bankers, SEBI and other regulatory and government au-
thorities.
Your directors thanks all the valued clients, sub-brokers,
shareholders, banks, financial institutions, stock exchanges,
depositories and other stake holders for their patronage and support
and take this op- portunity to express their appreciation of the
dedicated and committed team of employees of the Compa- ny.
For and on behalf of the
Board of Directors
Rajesh Kumar Bajaj Sudheer Kumar Jain
Kolkata,
the 30th day of
May, 2013 Managing Director Whole-time Director
Mar 31, 2012
The Directors have pleasure in presenting the 18th Annual Report and
the Audited Accounts of your Company for the financial year ended 31st
March, 2012.
FINANCIAL HIGHLIGHTS
Financials of the Company on the Standalone basis:
The Profit and loss account of your Company on standalone basis shows a
loss after tax of Rs 133.23 lakhs (Previous Year: Loss of Rs 116.55
lakhs). The disposable profit is Rs 1270.75 lakhs (Rs 1461.89 lakhs)
after taking into account the balance of Rs 1403.98 lakhs (Rs 1578.44
lakhs) brought forward from the previous year. The brief financial
highlights are as below:
(Rs In Lakhs)
Particulars Financial Year Financial Year
2011-12 2010-11
Total Income 4634.46 7442.64
Less Total Expenditure 4485.21 7342.97
Operational Profit 149.25 99.67
Less Finance Cost 207.60 146.51
Cash Operating Profit / Loss (-) (58.35) (46.84)
Less Depreciation / Amortisation 79.93 92.43
Profit / Loss (-) Before Tax (138.28) (139.27)
Less Tax Expenses - Current Tax 0 0
Tax Expenses - Deferred Tax 25.10 23.91
Profit After Taxes for Current Year (113.18) (115.36)
Less Income Tax for Earlier Years 20.05 1.19
Particulars Financial Year Financial Year
2011-12 2010-11
Net Profit (133.23) (116.55)
Add: Balance brought forward from last 1403.98 1578.44
Profit Available for Appropriation 1270.75 1461.89
Less Proposed Dividend on Equity Shares 9.96 49.83
Less Tax on Proposed Dividend 1.62 8.08
Balance to be Carried for Next Year 1259.17 1403.98
DIVIDEND
In view of the losses incurred by the Company your Directors have
recommend a dividend of Rs 0.20 per equity shares i.e. 2% (Previous
year Rs 1.00, 10%) on par value of Rs 10/- each for the year ended 31st
March, 2012. As, the Company will also pay a dividend tax of 16.2225%
(Previous year 16.2225%), the total dividend outgo will be Rs 11.58
lakhs (Previous year Rs 57.91 lakhs).
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the declared dividend which remained unpaid/ unclaimed for a
period of 7 years have been transferred by the Company to the Investor
Education and Protection Fund established by the Central Government
pursuant to Section 205C of the said Act.
OPERATIONS :
Lohia Securities Limited (Standalone)
The lower turnover and operating margin in an environment of high
interest cost has put severe pressure on the Company's profitability.
The standalone revenue for the year was Rs 4634.46 lakhs as compared to
Rs 7442.64 lakhs for the year ended 31st March, 2011 resulting in
annualized decrease of 37.73%. Operating Profit (Earnings before
interest, depreciation and Corporate tax) for the year ended 31st
March, 2012 was Rs 149.25 lakhs as against Rs 99.67 lakhs for the year
ended 31st March 2011 with annualized increase of 49.74%.
The Company has Loss before Tax of Rs 138.28 lakhs (as compared to last
year's Rs 139.27 lakhs) after meeting interest expenses of Rs 207.60
lakhs (last year's Rs 146.51 lakhs) and depreciation of Rs 79.93 Lakhs
(last year's Rs 92.43 lakhs) for the year ended 31st March, 2012. The
Net Loss for the year was Rs 133.23 lakhs (as compared to last year's
net loss of Rs 116.55 lakhs). In view of the losses during the year,
your Board has decided not to transfer anything from Profit & loss
account to General Reserve (Previous year -Nil).
Lohia Securities Limited (Consolidated)
The consolidated revenue of the Company for the year was Rs 4770.91
lakhs a decline of 42.63% as compared to previous year. There were
decline in the Brokerage Income, Income from operation, Receipt of DP
division and dividend from shares lying as inventories.
The Net Group Loss incurred after tax was Rs 280.56 lakhs as against
Loss of Rs 160.34 lakhs of last year. During the year under review,
Trade City Securities Pvt. Ltd., the material non-listed 100%
subsidiary company has earned revenue of Rs 142.34 lakhs (Previous year
Rs 167.43 lakhs)
Summary of Consolidated Financial Results of the company & its
subsidiaries
ParticulaRs Financial Year Financial Year
2011-12 2010-11
(Rs in lakhs) (Rs in lakhs)
Total Income 4770.91 8316.34
Less Total Expenditure 4799.83 8221.87
Operational Profit (28.92) 94.47
Less Finance Cost 231.06 185.46
Cash Operating Profit (259.98) (90.99)
Less Depreciation / Amortisation 94.68 107.98
Profit Before Tax 354.66) (198.97)
Less Tax Expenses - Current 0.50 1.04
Tax Expenses - Deferred Tax (94.66) (44.42)
Profit After Taxes for Current Year (260.50) (155.59)
Less Income Tax for Earlier YeaRs 20.06 4.75
Net Profit (280.56) (160.34)
As on 31st March, 2012, Lohia Securities Limited has four 100%
subsidiaries. Details of their business and operations are given
below:-
Trade City Securities Private Limited has a Trading Membership of NSE
in Capital and F&O Segment and Trading Membership of BSE in Capital
and F&O Segment. It reported a net loss of Rs 31.58 lakhs compared to
previous year's net loss of Rs 23.12 lakhs.
Trade City Commodities Private Limited is a member of NCDEX, MCX,
National Spot, NCDEX Spot, and ICEX and is engaged in commodity trading
and registered with FMC. The Company had a net loss after tax of Rs
114.33 lacs against last year's Net Loss of Rs 10.23 lakhs
Trade City Real Estate Private Limited is engaged in property and real
estate business. It is also investing surplus moneys in shares and
securities. The Company has suffered a net loss of Rs 0.55 lakhs
compared to net profit of Rs 0.91 lakhs of last year.
Trade City Barter Private Limited is a non-banking finance company and
is engaged in investment and financing activities. The Company has
incurred a net loss of Rs 0.87 lakhs compared to last year's net loss
of Rs 11.34 lakhs
COMPLIANCE UNDER SECTION 212 OF THE COMPANIES ACT, 1956
The Ministry of Corporate Affairs (MCA) has vide its General Circular
no. 2/2011 dated February 8, 2011 and General Circular no. 3/ 2011
dated February 21, 2011 granted a general exemption stating that the
provisions of Section 212 of the Companies Act, 1956 in relation to
subsidiaries accounts shall not apply subject to compliance of certain
conditions. In accordance with the said Circulars, the Board of
Directors of the Company has in its meeting held on 30th May, 2012,
given the consent for not attaching the balance sheet of the
subsidiaries concerned alongwith the balance sheet of the Company.
However, the financial information of the subsidiary companies, as
required to be provided by the said circulars, are disclosed in Notes
28 to the Consolidated Financial Statements. The Company will make
available the annual accounts of the subsidiary companies and the
related information to any investor 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 by any investor at the
Registered Office of the Company. The Consolidated Financial Statements
presented by the Company include financial results of its subsidiary
companies.
CHANGE OF REGISTERED OFFICE WITHIN THE SAME CITY
To economise the operation of the Company, the registered office of the
Company has been shifted from 6 Lyons Range, 1st floor, Kolkata 700 001
to 4 Biplabi Trailokya Maharaj Sarani (Brabourne Road), 5th floor,
Kolkata 700 001 with effect from 22nd February, 2012. The registered
office falls within the same jurisdiction of Hare Street Police
Station, Kolkata. All the group companies except Trade City Securities
Private Limited have simultaneously shifted their registered offices to
the same place. The Board considers the shifting will centralize the
secretarial, administrative and accounting functions of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to DirectorÃs Responsibility Statement, the
directors hereby confirm that:
i) in the preparation of the annual accounts, applicable accounting
standards have been followed and that there are no material departures
from the same.
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 as at March 31, 2012 and of the loss of the company for
the year ended on that date.
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the directors have prepared the annual accounts on a going concern
basis.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public or from
employees during the year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 90 of the Articles of Association of the Company, Mr. Mahesh
Kumar Bajaj and Mr. Sameer Bajaj retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
reappointment.
Brief resume of the Directors proposed to be re-appointed, 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 exchange, are provided with the Annexure to the Notice of Annual
General Meeting. Your Board of Directors has recommended their
re-election.
AUDITORS:
M/s. Patni & Co., Chartered Accountants, Auditors of the Company, hold
office until the conclusion of the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment. The Company
has received a certificate from them to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 224 (1B) of the Companies Act, 1956.
AUDITORS' REPORT:
The statutory auditors of the Company submitted their report on the
accounts of the Company for the accounting year ended 31st March, 2012,
which was self explanatory and needed no comment. As regard to point
no. (ix) of the Annexure to the Auditor's Report, the Company is
hopeful of a favourable decision of its appeal to Commissioner of
Income Tax Kolkata VI against the balance demand of Rs 5.80 lakhs for
the year 2004-05 and hence no provision has been made in the account
PARTICULARS OF EMPLOYEES :
The particulars of the employees pursuant to the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended by the Companies
(Particulars of the Employees) Amendment Rules 2011, read with General
Circular no. 23/2011 dated May 3, 2011 issued by MCA, are not given
since none of the employees are in receipt of a remuneration in excess
of the prescribed limit.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
In view of the nature of activities which are being carried on by the
Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 concerning conservation
of energy and technology absorption respectively are not applicable to
the Company
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign Exchanges used and earned are as below (Rs in lakhs)
Particulars 2011-12 2010-11
Software Expenses 0.47 0
Tours and Travels 0 1.86
Total 0.47 1.86
Inflow in Foreign Currency: Nil
CORPORATE GOVERNACE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your directors affirm their commitment to the Corporate Governance
standards prescribed by the Securities Exchange Board of India (SEBI).
Corporate Governance and Management Discussion and Analysis Report are
set out as separate annexure to this report. The certificate of the
Auditors, Messrs. Patni & Co., confirming compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Calcutta Stock Exchange is contained elsewhere in
the Annual Report.
ACKNOWLEDGEMENTS
The Directors express their gratitude for the guidance and cooperation
received from the Central Government, West Bengal Government, SEBI and
other government regulatory agencies.
Your directors thanks all the valued clients, sub-brokers,
shareholders, banks, financial institutions, stock exchanges,
depositories and other stake holders for their patronage and support
and take this opportunity to express their appreciation of the
dedicated and committed team of employees of the Company.
For and on behalf of the Board of Directors
sd/- sd/-
Rajesh Kumar Bajaj Sudheer Kumar Jain
Kolkata, the 30th Managing Director Whole-time Diretor
day of May, 2012
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting the 17th Annual Report and
the Audited Accounts of your Company for the financial year ended 31st
March, 2011.
FINANCIAL HIGHLIGHTS
Financials of the Company on the Standalone basis:
The Profit and loss account of your Company on standalone basis shows a
loss after tax of Rs.116.54 lakhs (Previous Year: profit of Rs.197.56
lakhs). The disposable profit is Rs.1461.90 lakhs (Rs.1636.55 lakhs)
after taking into account the balance of Rs.1578.44 lakhs (Rs.1438.99
lakhs) brought forward from the previous year. The brief financial
highlights are as below:
Particulars Current Year Previous Year
ended ended
31.03.2011 31.03.2010
(Rs. in lakhs) (Rs. in lakhs)
Gross profit before interest,
depreciation - 660.18 - 1158.95
Less : Interest 117.05 - 91.30 -
Depreciation 92.42 209.47 110.73 202.03
Profit before Tax - 450.71 - 956.92
Less : Provision for Taxes
Current Tax 0 - 36.61 -
Income Tax for Earlier Years 1.19 - 15.92 -
Securities Transaction
Tax Paid 589.97 - 606.38 -
Provision for Deferred Tax -23.91 567.25 100.45 759.36
Profit / (Loss) after Tax - (116.54) - 197.56
Add Balance in Profit and
Loss Account - 1578.44 - 1438.99
Amount Available for
Appropriation - 1461.90 - 1636.55
Appropriation :
Proposed Dividend on
Equity Shares 49.83 - 49.83 -
Tax on Dividend 8.08 57.91 8.28 58.11
Balance carried to
Balance Sheet - 1403.99 - 1578.44
Earnings per Share - (2.34) - 3.96
DIVIDEND
The Directors of your Company are pleased to recommend a dividend of
Rs.1.00 per equity shares i.e. 10% (Previous year 10%) on par value of
Rs.10/- each for the year ended 31st March, 2011. As, the Company will
also pay a dividend tax of 16.2225% (Previous year 16.60875%), the
total dividend outgo will be Rs.57.91 lacs (Previous year Rs.58.11
lacs).
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the declared dividend which remained unpaid/ unclaimed for a
period of 7 years have been transferred by the Company to the Investor
Education and Protection Fund established by the Central Government
pursuant to Section 205C of the said Act.
OPERATIONS : Standalone
The standalone revenue for the year were Rs.2221.00 lakhs as compared
to Rs.2534.31 lakhs for the period ended 31st March, 2010 resulting in
annualized decrease of 12.36%. Operating Profit (Earnings before
interest, depreciation and income tax) for the period ended 31st March,
2011 was Rs.660.18 lakhs as against Rs.1158.95 lakhs for the year ended
31st March 2010 with annualized decrease of 43.04%.
The Company has earned Profit before Tax of Rs. 450.71 lakhs (as
compared to last year's Rs.956.92 lakhs) after meeting interest
expenses of Rs.117.06 lakhs (last year's Rs.91.31 lakhs) and
depreciation of Rs.92.43 lakhs (last year's Rs.110.72 lakhs) for the
year ended 31st March, 2011. The Net Loss for the year was Rs.116.54
lakhs (as compared to last year's net profit of Rs.197.56 lakhs). In
view of the loss incurred during the year, your Board has decided not
to transfer anything from Profit & loss account to General Reserve this
year (Previous year -Nil).
Consolidated
The consolidated revenue of the Company for the year were Rs.2446.89
lakhs a decline of 14.01% as compared to previous year. There were
decline in the Brokerage Income, Income from operation, Interest
Income, Receipt of DP division and dividend from shares lying as
inventories.
The total Group Loss incurred after tax was Rs.160.34 lakhs as against
Profit of Rs. 218.97 lakhs of last year. During the year under review,
Trade City Securities Pvt. Ltd., the material non-listed 100%
subsidiary company has earned the revenue of Rs.190.01 lakhs (Previous
year Rs.206.22 lakhs.)
Summary of Consolidated financial results of the Company & its
subsidiaries
Particulars Current Year Previous Year
ended ended
31.03.2011 31.03.2010
(Rs. in lakhs) (Rs. in lakhs)
Gross profit before interest,
depreciation - 654.91 - 1268.56
Less : Interest 151.46 - 123.35 -
Depreciation 107.98 259.44 134.53 257.88
Profit before Tax - 395.47 - 1010.68
Less : Provision for Taxes
Current Tax 1.04 - 44.67 -
Income Tax for Earlier
Years 4.75 - 15.95 -
Securities Transaction
Tax Paid - 594.43 - 616.72
Provision for Deferred Tax -44.41 555.81 114.37 791.71
Profit / (Loss) after Tax - (160.34) - 218.97
Add Balance in Profit and
Loss Account - 1524.16 - 1364.34
Amount Available for
Appropriation - 1363.82 - 1583.31
Appropriation :
Proposed Dividend on Equ
ity Shares 49.83 - 49.83 -
Tax on Dividend 8.08 - 8.28 -
Transfer to Statutory
Reserve 0 57.91 1.04 59.15
Balance carried to Balance
Sheet - 1305.91 - 1524.16
Earnings per Share - (3.36) - 3.96
SUBSIDIARY COMPANIES & CONSOLIDATED RESULTS OF OPERATIONS
As on 31st March, 2011, Lohia Securities Ltd. has four 100%
subsidiaries. Details of their business and operations are given
below:- Trade City Securities Private Limited has a Trading Membership
of NSE in Capital and F&O Segment and Trading Membership of BSE in
Capital and F&O Segment.
Trade City Commodities Private Limited is a member of NCDEX, MCX,
National Spot Exchange, NCDEX Spot Exchange, and ICEX and is engaged in
Commodity trading and registered with FMC. It has recently commenced
business at National Spot Exchange. Trade City Real Estate Private
Limited is engaged in property and real estate business. It is also
investing surplus moneys in shares and securities. Trade City Barter
Private Limited is a non-banking finance company and is engaged in
investment and financing activities.
COMPLIANCE UNDER SECTION 212 OF THE COMPANIES ACT, 1956
The Ministry of Corporate Affairs (MCA) has vide its General Circular
no. 2/2011 dated February 8, 2011 and General Circular no. 3/ 2011
dated February 21, 2011 granted a general exemption stating that the
provisions of Section 212 of the Companies Act, 1956 in relation to
subsidiaries accounts shall not apply subject to compliance of certain
conditions. In accordance with the said Circulars, the Board of
Directors of the Company , has in its meeting held on 30th May, 2011,
given the consent for not attaching the balance sheet of the
subsidiaries concerned alongwith the balance sheet of the Company.
However, the financial information of the subsidiary companies, as
required to be provided by the said circulars, are disclosed in Notes
B.2 under Schedule Q to the Consolidated Financial Statements. The
Company will make available the annual accounts of the subsidiary
companies and the related information to any investor 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 by any
investor at the Registered Office of the Company. The Consolidated
Financial Statements presented by the Company include financial results
of its subsidiary companies.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, the
directors hereby confirm that:
i) In the preparation of the annual accounts, applicable accounting
standards have been followed and that there are no material departures
from the same.
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 as at March 31, 2011 and of the loss of the company for
the year ended on that date.
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the directors have prepared the annual accounts on a going concern
basis.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public or from
employees during the year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 90 of the Articles of Association of the Company, Mr. Hari
Kishan Lohia and Mr. Vineet Goenka retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
reappointment.
Brief resume of the Directors proposed to be re-appointed, 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 exchange, are provided with the Annexure to the Notice of Annual
General Meeting. Your Board of Directors has recommended their
re-election.
AUDITORS:
M/s. Patni & Co., Chartered Accountants, Auditors of the Company, hold
office until the conclusion of the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment. The Company
has received a certificate from them to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 224 (1B) of the Companies Act, 1956.
AUDITORS' REPORT:
The statutory auditors of the Company submitted their report on the
accounts of the Company for the accounting year ended 31st March, 2011,
which was self explanatory and needed no comment.
PARTICULARS OF EMPLOYEES :
The particulars of the employees pursuant to the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(particulars of employees) Rules, 1975 as amended by the Companies
(Particulars of the Employees) Amendment Rules 2011, read with General
Circular no. 23/2011 dated May 3, 2011 issued by MCA, are not given
since none of the Employees are in receipt of a remuneration in excess
of the prescribed limit.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The company has no activity relating to conservation of energy or
technology absorption, details of which are required to be furnished in
this report as per the provision of Section 217(1)(e) of the Companies
Act, 1956.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign Exchanges used and earned are as below ( Rs.in lakhs)
Expenditure in Foreign Currency
Particulars 2010-11 2009-10
Tours and Travels 1.86 0
Total 1.86 0
Inflow in Foreign Currency: Nil
CORPORATE GOVERNACE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your Directors affirm their commitment to the Corporate Governance
standards prescribed by the Securities Exchange Board of India (SEBI).
Corporate Governance and Management Discussion and Analysis Report are
set out as separate annexure to this report. The certificate of the
Auditors, Messrs. Patni & Co., confirming compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Calcutta Stock Exchange is contained elsewhere in
the Annual Report.
POSTAL BALLOT
During the financial year 2010-11 the members approved through postal
ballot for alteration in the Main Object Clause of the Memorandum of
Association by insertion of activities of a depository participant.
ACKNOWLEDGEMENTS
The Directors express their gratitude for the guidance and cooperation
received from the Central Government, West Bengal Government, SEBI and
other government regulatory agencies.
Your directors thanks all the valued clients, sub-brokers,
shareholders, banks, financial institutions, stock exchanges,
depositories and other stake holders for their patronage and support
and take this opportunity to express their appreciation of the
dedicated and committed team of employees of the Company.
For and on behalf of the Board of Directors
sd/- sd/-
Rajesh Kumar Bajaj Sudheer Kumar Jain
Managing Director Whole-time Director
Kolkata, the 30th day of May, 2011
Mar 31, 2010
The Directors have pleasure in presenting the 16th Annual Report and
the Audited Accounts of your Company for the financial year ended 31st
March, 2010.
FINANCIAL HIGHLIGHTS
Financials of the Company on the Standalone basis:
The Profit and loss account of your Company on standalone basis shows a
profit after tax of Rs. 197.56 lakhs (Previous Year: Loss of Rs. 290.71
lakhs). The disposable profit is Rs. 1636.55 lakhs (Rs.1497.28 lakhs)
after taking into account the balance of Rs.1438.98 lakhs (Rs.1787.99
lakhs) brought forward from the previous year. The brief financial
highlights are as below:
Current Year ended Previous Year ended
Particulars 31.03.2010 31.03.2009
(Rs. in lakhs) (Rs. in lakhs)
Gross profit before
interest, depreciation 1158.95 295.67
Less :Interest 91.30 133.38
Depreciation 110.73 202.03 140.95 274.33
Profit before Tax 956.92 21.33
Less : Provision for Taxes
Current Tax 36.61 0.00
Income TAx for Earlier Years 15.92 2.31
Provision for Fringe Benefit
Tax 0 3.14
Securities Transaction
Tax Paid 606.38 443.84
Provision for Deferred Tax 100.45 759.36 -137.25 312.04
Profit / (Loss) after Tax 197.56 (290.71)
Add Balance in Profit
and Loss Account 1438.98 1787.99
Amount Available for
Appropriation 1636.54 1497.28
Appropriation :
Proposed Dividend on
Equity Shares 49.83 49.83
Tax on Dividend 8.28 58.11 8.47 58.30
Balance carried to
Balance Sheet 1578.43 1438.98
Earnings per Share 3.96 (5.83)
DIVIDEND
The Directors of your Company are pleased to recommend a dividend of
Re.1.00 per equity shares i.e. 10% (Previous year 10%) on par value of
Rs.10/- each for the year ended 31st March, 2010. As, the Company will
also pay a dividend tax of 16.60875% (Previous year 16.995%), the total
dividend outgo will be Rs. 58.11 lacs (Previous year Rs.58.30 lacs) .
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the declared dividend which remained unpaid/ unclaimed for a
period of 7 years have been transferred by the Company to the Investor
Education and Protection Fund estab- lished by the Central Government
pursuant to Section 205C of the said Act.
OPERATIONS:
Operating Income for the period ended 31st March, 2010 was Rs. 2534.31
lakhs as compared to Rs1652.38 lakhs for the period ended 31st March,
2009 resulting in annualized increase of 53.37%. Operating Profit
(Earnings before interest, depreciation and income tax) for the period
ended 31st March, 2010 was Rs.1158.95 lakhs as against Rs.295.67 lakhs
for the year ended 31st March 2009 with annualized increase at 291.97%.
The Company has earned Profit before Tax of Rs. 956.92 lakhs (as
compared to last yearÃs Rs.21.33 lakhs) after meeting interest expenses
of Rs. 91.31 lakhs (last yearÃs Rs.133.38 lakhs) and depreciation of
Rs.110.73 lakhs (last yearÃs Rs.140.95 lakhs) for the year ended 31st
March, 2009. The Net Profit for the year was Rs.197.56 lakhs (as
compared to last yearÃs net loss of Rs290.71 lakhs). In view of the
meager profit earned during the year your Board has decided not to
transfer anything from Profit & loss account to General Reserve this
year (Previous year -Nil).
SUBSIDIARY COMPANIES & CONSOLIDATED RESULTS OF OPERATIONS
As on 31st March, 2010, Lohia Securities has four 100% subsidiaries.
Details of their business and operations are given below:- Trade City
Securities Private Limited has a Trading Membership of NSE in Capital
and F&O Segment. Your Board has decided not to transfer the trading
right of CSE to Trade City Securities Pvt. Ltd.- as per the permission
granted by the shareholders at the last AGM. The said subsidiary
company is acquiring membership of BSE directly.
Trade City Commodities Private Limited is a member of NCDEX, NCDEX
Spot, MCX and ICEX and is engaged in Commodity trading and registered
with FMC. It has recently acquired membership of India Commodity
Exchange Limited (ICEX). Trade City Real Estate Private Limited is
engaged in property and real estate business. It is also investing
surplus moneys in shares and securities. Trade City Barter Private
Limited is a non-banking finance company and is engaged in investment
and financing activities.
The Total Group Profit earned after tax was 217.92 lakhs as against
loss of Rs.405.23 lakhs of last year. During the year under review,
Trade City Securities Pvt. Ltd., the material non-listed 100%
subsidiary company has earned the revenue of Rs. 206.22 lakhs.
The Statement pursuant to section 212 of the Companies Act, 1956
containing details of the CompanyÃs subsidiaries is attached. The
Consolidated Financial Statements of your Company and its subsidiaries
prepared in accordance with "Accounting Standard- 21" prescribed by the
Institute of Chartered Accountants of India, form part of the Annual
Report and the Accounts. The Copies of the Balance Sheet, Profit & Loss
Account, Reports of the Board of Directors and Auditors of the
subsidiaries have been attached with the Balance Sheet of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directorsà Responsibility State- ment, the
directors hereby confirm that:
i) in the preparation of the annual accounts, applicable accounting
standards have been followed and that there are no material departures
from the same.
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 as at March 31, 2010 and of the profit of the company
for the year ended on that date.
iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the directors have prepared the annual accounts on a going concern
basis.
PUBLIC DEPOSITS
The company has not accepted any deposit from the public or from
employees during the year under review.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and
Article 90 of the Articles of Association of the Company, Mr. Mahesh
Kumar Bajaj and Mr. Sameer Bajaj retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for
reappointment. The term of appointment of Mr. Rajesh Kumar Bajaj as a
Managing Director of the Company for a period of 5 years expires on
24th September, 2010. Your Board recommends his re-appointment on the
terms and conditions stated in the notice calling the Annual General
Meeting. You may note that the monthly remuneration of Mr. Rajesh Kumar
Bajaj has been revised to Rs.1,25,000 from the existing remuneration of
Rs.1,00,000.
Brief resume of the Directors proposed to be re-appointed, 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 exchange, are provided with the Annexure to the Notice of Annual
General Meeting. Your Board of Directors has recommended their
re-election.
AUDITORS:
M/s. Patni & Co., Chartered Accountants, Auditors of the Company, hold
office until the conclusion of the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment. The Company
has received a certificate from them to the effect that their
re-appointment, if made, would be within the limits prescribed under
Section 224 (1B) of the Companies Act, 1956.
AUDITORSÃ REPORT:
The statutory auditors of the Company submitted their report on the
accounts of the Company for the accounting year ended 31st March, 2010,
which was self explanatory and needed no comment.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The company has no activity relating to conservation of energy or
technology absorption, details of which are required to be furnished in
this report as per the provision of Section 217(1)(e) of the Companies
Act, 1956.
CORPORATE GOVERNACE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your Directors affirm their commitment to the Corporate Governance
standards prescribed by the Securities Exchange Board of India (SEBI).
Corporate Governance and Management Discussion and Analysis Report are
set out as separate annexure to this report. The certificate of the
Auditors, Messrs. Patni & Co., confirming compliance of conditions of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Calcutta Stock Exchange is contained elsewhere in
the Annual Report.
POSTAL BALLOT
During the financial year 2009-10, the members approved the proposals
through postal ballot: for transfer of trading rights arising out of
the membership of the Calcutta Stock Exchange Limited to 100%
subsidiary company M/s. Trade City Securities Private Limited.
However, the said subsidiary has made direct application for the
membership of BSE. Consent of the members has been sought throuhg
postal ballot for alteration in the Main Object Clause of the
Memorandum of Association by insertion of activities of a depository
participant.
ACKNOWLEDGEMENTS
The Directors express their gratitude for the guidance and cooperation
received from the Central Government, West Bengal Government, SEBI and
other government regulatory agencies.
Your directors thanks all the valued clients, sub-brokers,
shareholders, banks, financial institutions, stock exchanges, deposito-
ries and other stake holders for their patronage and support and take
this opportunity to express their appreciation of the dedicated and
committed team of employees of the Company.
For and on behalf of the Board of Directors
sd/- sd/-
Rajesh Kumar Bajaj Sudheer Kumar Jain
Kolkata, the
30th day of
July, 2010 Managing Director Whole-time Director
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