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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, 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

 
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