Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the Seventy Sixth Annual Repo
rt together with the audited financial statements for the year ended Ma
rch 31,2015.
FINANCIAL RESULTS: 31/03/2015 31/03/2014
Rpees(Rs.) Rupee(Rs.)
GROSS PROFIT 5,952,557 2,315,121
Less: Depreciation (627,713) (597,269)
PROFIT / (LOSS) BEFORE
TAXATION 5,324,844 1,717,852
PROVISION FOR TAXATION (net) (1,566,814) (412,381)
PROFIT / (LOSS) AFTER TAX 3,758,030 1,305,471
Add: Brought Forward Profit
of Previous Year 56,718,596 58,842,394
AMOUNT AVAILABLE FOR
APPROPRIATION 60,476,626 60,147,865
Less: Proposed Dividend 2,931,125 2,931,125
Less: Provision for Corporate
tax on dividend 586,078 498,145
Less: Transfer to General Revenue NIL NIL
Balance carried to Balance Sheet 56,959,423 56,718,596
2. BUSINESS ACTIVITIES AND OPERATIONS
The Company's operations resulted in a gross profit of Rs.59.53 lacs as
against Rs. 23.15 lacs in the previous year. After providing for depre
ciation of Rs. 6.28 lacs (previous year Rs. 5.97 lacs) and making net
provision for taxation of Rs. 15.67 lacs (Previous year Rs. 4.12 lacs)
the Company has earned a net profit of Rs.37.58 lacs as against net pro
fit of Rs.13.06 lacs in the previous year.
The year gone by has been good, both for our company and the stock mark
ets. The general elections held last year has brought about renewed
hope,optimism and great expectations from the new government at the cent
er. We have also witnessed a large inflow of funds from overseas by both
Foreign Institutional Investors and Non Resident Indians.
We have seen an improvement in the company's profits over the previous
year and given the overall buoyancy in the stock markets, we expect the
overall performance to remain strong in the current fiscal too.While it
will be difficult to expect the market to perform as well as it did last
year, we do expect the sentiment to remain bullish and trading activity
to improve further.
Our Indian economy is faced with some challenges, with the demand being
subdued and forecasts for the monsoon being less than the normal rainfa
ll.However,we feel that the government will continue to take steps that
will eventually lead to a pick up in the overall economy, which in turn
would lead to better GDP numbers. We expect the interest rates and infl
ation to be lower. We also expect the government to doi ts part in redu
cing the fiscal deficit through measures of disinvestment and tightening
of expenditure. Such measures will sendout all the right signals to the
investors and would help in keeping the overall sentiment positive in
the stock markets.
3. DIVIDEND
Your Directors recommend a Dividend of 10% (previous year 10% ) for the
year ended 31st March 2015. The dividend will absorb Rs. 2,931,125/-tax
free in the hands of shareholders. If approved, such dividend will be
paid to those shareholders,whose names appear in the Register of Member
s as on July 27, 2015.
4. DIRECTORS
During the year on February 18, 2015 Mr.Monish Shewakramani resigned as
Director owing to his other pressing commitments and Mr. R.N Shenvi had
resigned from the Board to reconstitute the Board and was appointed in
the same meeting as Chief Financial Officer (CFO) as Key Managerial Per
sonnel as required U/s 203 (1) of the Companies Act, 2013. Your Directo
rs wants to place on records their gratitude for the excellent work car
ried on by the outgoing Directors during their tenure.
Mr. Ashok T. Kukreja was appointed as an Additional Director on the
Board on February 18, 2015 and was subsequently appointed as
Independent Director along with Mr. U. K. Mallik who was also appointed
as Independent Director on the board on March 30, 2015 through Postal
Ballot by the members for a period of 5 years.
In accordance with the Articles of Association of the Company Mr.
Ghansham Shewakramani and Mr. Narendra Hira Advani retire by rotation
and being eligible for re-appointment and have indicated their
willingness to serve, if re- appointed.
All independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
5. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration, and Stakeholders Grievance Committees. The manner in
which the evaluation has been carried out has been explained herein
below:
The Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of
the working of its Audit, Nomination and Remuneration and Stakeholders
Grievance Committees. A structured questionnaire was prepared after
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board and
its committees, Board culture, execution and performance of specific
duties, obligation and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence judgement, safeguarding the interest of the Company and
its stakeholders etc. The performance evaluation of independent
Directors was carried out by the entire Board. The performance of the
Chairman and non independent Directors was carried out by the
independent Directors who also reviewed the performance of the
compliance department. The Directors expressed their satisfaction with
the evaluation process.
Number of Board Meetings held:
The Board of Directors duly met 5 times during the financial year from
1st April, 2014 to 31st March, 2015. The dates on which the meetings
were held are as follows:
Dates on which Strength of No. of Directors
Board Meetings the Board Present
held
May 30, 2014 7 5
July 7, 2014 7 5
October 10, 2014 7 6
January 30, 2015 7 6
February 18, 2015 6 5
Relevant Details of Directors / CFO as on March 31,2015
Sr. Name of the Date of Category Number of Committe(s)
No. Director Appoint Directorship Position
ment held in Member
Indian Chairman
Company
1 Mr. Anil 25.10.2000 Chairman & 4 -
S Manghnani Whole time
Director
2 Mr. Narendra 30.05.2011 Non Executive 4
Advani Directer
3 Mr. U. K. 20.11.1970 Non Executive None 3
Mallik*** Director/
Independent
4 Mr. Ghansham 25.01.1995 Non executive 29 2
Shewakramani Director
5 Mrs. Roshan 31.01.2007 Woman Director - 1
Advani Patheria
6 Mr. Monish 29-06-2007 Non Executive 22 1
Shewakramani* Director
(Resigned on
18/02/2015)
7 Mr.Radhakrishna 03.08.2011 Executive 6
N. Shenvi# Director*
(Resigned on
18/02/2015)
8 Mr. Ashok 18.02.2015 Non-executive 3 3
Kukreja ** Director/
Independent
9 Mr.Radhakrishna 18.02.2015 CFO 6
N. Shenvi#
* Resigned dated 18.02.2015
** Appointed Additional Director on 18-02-2015 & Independent Director
on March 30, 2015
*** Appointed as Independent Director on March 30,2015
# Resigned as Executive Director and Appointed as CFO (KMP) on the same
date of 18-02-2015.
Attendance of Directors at Board Meetings and Annual General Meeting:
Name of the Attendance at the Board Attendance
Director Meeting held on at the AGM
held on
3.05 07.07 31.10 30.01 18.02 25/09
.2014 .2014 .2014 .2015 .2015 /2014
Mr. Anil Yes Yes Yes Yes Yes Yes
S. Manghnani
Mr. Narendra Leave Yes Leave Leave Leave Leave
H. Advani
Mr. Uday Yes Yes Yes Yes Yes Yes
Kumar Mallik
Mrs. Roshan Yes Leave Yes Yes yes yes
Advani Patheria
Mr. Ghansham Leave Yes Yes Yes Yes Yes
Shewakramani
Mr.Radhakrishna Yes Yes Yes Yes Resigned Yes
Shenvi (18/02/
2015)
Mr. Monish Yes Leave Yes Yes Resigned Yes
Shewakramani (18/02
/2015)
Mr. Ashok N.A NA NA NA Yes NA
T. Kukreja
(appt18/02/2015)
as Additional
Director
Audit Committee Member
Name of the
Member 30.05.2014 07.07.2014 31.10.2014 30.01.2015
Mr. Uday Yes Yes Yes Yes
Kumar Mallik
Mr. Ghansham Leave Yes Yes Yes
Shewakramani
Mr. Monish
Shewakramani Yes Leave Yes Yes
Stakeholder & Grienvance Committee Member
Name of the 30.05.2014 07.07.2014 31.10.2014 30.01.2015
Mr. Uday Yes Yes Yes Yes
Kumar Mallik
Mrs. Roshan Yes Leave Yes Yes
Advani Patheria
Mr. Ghansham Leave Yes Yes Yes
Shewakramani
Nomination & Remuneration Committee Member
Name of the 30.05.2014 07.07.2014 31.10.2014 30.01.2015
Member
Mr. Uday Yes Yes Yes Yes
Kumar Mallik
Mr. Ghansham Leave Yes Yes Yes
Shewakramani
Mr. Monish Yes Leave Yes Yes
Shewakramani
Independent Directors Meeting
Name of the Member 31.03.2015
Mr. Uday Kumar Mallik Yes
Mr. Ashok T. Kukreja Yes
6. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(5)(c) of the Companies
Act, 2013:
a) that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable accounting standards read with
requirments set out under Schedule III to the Act have been followed
along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgement
and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
March 31, 2015 and of the profit of the Company for the year ended on
that date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a 'going
concern basis';
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively, and
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
7. BUSINESS RISK MANAGEMENT
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion. Therefore, in accordance with clause 49 of the listing
agreement the Board members were informed about risk assessment and
minimization procedures after which the Board formally adopted steps for
framing, implementing and monitoring the risk management plan for the
company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues. In today's challenging and
competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative.
The common risks inter alia are: Regulations, competition, Business
risk, Technology obsolescence, Investments, retention of talent and
expansion of facilities. Business risk, inter-alia, further includes
financial risk, political risk, fidelity risk, legal risk.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit (IA) function is to maintain its objectivity and
independence, the Internal Audit function reports to the Chairperson of
the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit function, each department under
take corrective action in their respective areas and thereby strengthen
the controls. Significant audit observations and corrective actions
thereon are presented to the Audit Committee of the Board.
9. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Whistle Blower Policy for directors and employees to
report genuine concerns has been established. The Policy has been
uploaded on the website of the Company at www.modernshares.com under
investors/policy documents/Vigil Mechanism Policy link.
10. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. (The Company has obtained the prior approval of
Central Government U/s 297 of the Companies Act, 1956 which is for a
period of 3 years in the year 2012-13) There are no materially
significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the
Company. None of the Directors has any pecuniary relationships or
transactions vis-a-vis the Company.
In compliance under the provisions of New Companies Act, 2013
Transactions with related parties entered by the Company in the normal
course of business are periodically placed before the Audit Committee
for its omnibus approval and the particulars of contracts entered
during the year as per Form AOC-2 is enclosed as Annexure- A to this
report.
11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future
operations.
12. AUDITORS
12.1 STATUTORY AUDITORS
M/s. Bhandari Dastur Gupta & Associates, Chartered Accountants, (Firm
Registration No. 119739W), Mumbai have been appointed as Statutory
Auditors of the company at the last Annual General Meeting held on
25.09.2014 for a period of three years subject to ratification by
members at every consequent Annual General Meeting. Therefore,
ratification of their appointment as Statutory Auditors is being sought
from the members of the Company at the ensuing AGM.
12.2 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
the Company has appointed Mr. Janak Pandya, Company Secretary in
Practice (CP No.: 5940, ACS: 10841),to undertake the Secretarial Audit
of the company. The Secretarial Audit Report is annexed herewith as
'Annexure B'.
Explanation to the Observations in Secretarial Audit report
The Company did not have Company Secretary in employment as its paid-
up capital is Rs. 2.93 crore only, which was less than prescribed paid
up capital of Rs. 5 Crore under the erstwhile Companies Act, 1956. The
New Companies Act, 2013 requires every listed company to have a Company
Secretary in employment as KMP. The Company is looking for a suitable
person to fill in the post to commensurate with its size and area of
operations. Presently, the Secretarial department is being headed by
CFO cum Compliance Officer having experience of almost 30 years in
finance & law looking after compliances in the Company under all the
laws including the Companies Act, 2013 and the rules made there under
with the help of a Practicing Company Secretary.
12.3 INTERNAL AUDITORS
M/S. Jayant Associates, Chartered Accountants performs the duties of
internal auditors of the company and their report is reviewed by the
Audit Committee from time to time.
13. FIXED ASSETS
The Fixed Assets of the Company as at the close of the year, stood Rs.
19.03 lacs (Previous year Rs. 27.29 lacs). In compliance with
Accounting Standard AS-28 relating to "Impairment of Assets", the
company has reviewed the carrying amount of its fixed assets as at the
end of the year.
14. CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement issued by the Securities and
Exchange Board of India (SEBI), Corporate Governance is required if the
paid up capital of the Company is Rs. 10 Crore and above or net worth
is Rs. 25 Crore or more at any time in the history of the Company.
Since the Company does not fall under the criteria mentioned above the
Clause of Corporate Governance is not applicable to the Company.
15. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure C".
16. Remuneration Ratio of the Directors/Key Managerial Persons (KMP)/
Employees
The information required pursuant to Section 197 read with Rule 5(1) of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
There were 20 permeant employees on the rolls
of company as on march 31marqh 2015.
Sr. Name Desig- Remu- Remu- increase Ratio/
No. nation neration neration in Times per
paid FY paid FY Remu- median
2014-15 2013-14 neration of
from employee
previous remunera-
(Rs. (Rs. Year (Rs. tion
Lakhs) Lakhs) Lakhs)
1 Mr. Anil Whole- 10.71 10.32 0.39 2.69
Manghnani time
Director
2 Mr. R N Executive 10.26 11.23 (0.97) 2.57
Shenvi* Director/
CFO
*Resign as Executive Director 18.2.2015 and was apointed as CFO on the
same date.
17. DISCLOSURE
The particulars of the conservation of energy, technology and
absorption, foreign exchange earnings and outgo as required u/s.
134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies
(Accounts) Rules, 2014, the same are not applicable to the Company. The
information required pursuant to Section 197 read with Rule 5(2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company, is not given as none of
the employees of the company exceeds the limit.
18 DEMATERIALISATION OF SHARES
96.15% of the Company's paid up equity share capital is in
dematerilised form as on 31st March 2015 and balance 3.85% is in
phycial form. The Company's Registrar and Share transfer agent is M/s
Link Intime India Pvt. Ltd. having office at C/13 Pannalal Silk Mills
Compound, LBS Marg Bhandup west Mumbai 400078.
19. ACKNOWELDGEMENTS
The Board of Directors takes this opportunity to thank the employees
for their dedicated service and contribution towards the growth of the
Company, our sincere appreciation to Institutional, Retail Clients for
their patronage to our Company.
20. CAUTIONARY STATEMENT
The statements contained in the Board's Report contain certain
statements relating to the future and therefore are forward looking
within the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in
actual results.
By Order of the Board of Directors
For Modern Shares and StockbrokersLimited
Sd/-
Sd/- Narendra Advani
Anil S. Manghnani Director
Whole Time Director (DIN-03351909)
(DIN-00012806)
Mumbai, dated May 29, 2015
Registered Office:
Wankhede Stadium, North Stand,
Staircase No. 13, 'D' Road, Churchgate,
Mumbai - 400 020.
CIN: L45200MH1939PLC002958
Website: www.modernshares.com
Mar 31, 2014
TO THE MEMBERS OF
MODERN SHARES AND STOCKBROKERS LIMITED
The Directors are pleased to present the Seventy Fifth Annual Report,
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2014.
FINANCIAL RESULTS: 31/03/2014 31/03/2013
Rupees Rupees
GROSS PROFIT 2,315,121 7,237,165
Less: Depreciation (597,269) (817,840)
PROFIT / (LOSS) BEFORE TAXATION 1,717,852 6,419,325
PROVISION FOR TAXATION (net) (412,381) (2,049,504)
PROFIT / (LOSS) AFTER TAX 1,305,471 4,369,821
Add: Brought Forward Profit of Previous Year 58,842,394 57,879,200
AMOUNT AVAILABLE FOR APPROPRIATION 60,147,865 62,249,021
Less; Proposed Dividend 2,931,125 2,931,125
Provision for Corporate tax on dividend 498,145 475,502
Less: Transfer to General Revenue NIL NIL
Balance carried to Balance Sheet 56,718,596 58,842,394
BUSINESS ACTIVITIES AND OPERATIONS:
The Company''s operations resulted in a gross profit of Rs.23.15 lacs
against Rs. 72.37 lacs in the previous year. After providing for
depreciation of Rs.5.97 lacs (previous year Rs. 8.18 lacs) and making
net provision for taxation of Rs.4.12 lacs. (Previous year Rs 20.50
lacs) the Company has earned a net profit of Rs.13.06 lacs as against
net profit of Rs. 43.70 lacs in the previous year.
It was another difficult year for the stock markets. For the first 11
months, the markets were driven by only a few stocks in the defensive
sectors of Information Technology, FMCG and Pharmaceuticals. In fact,
when the markets corrected in August last year, we witnessed many of
the mid-cap and small cap stocks breaking their 2008-09 lows. However,
from March this year we have seen a rebound and renewed hope and
optimism in the markets.
The market is now in the midst of a good bull run with great
expectations from the new government. Given that the new government has
a clear majority, we expect that the new government will be able to
pass more reforms that will overall benefit the economy and the stock
markets. We feel that there will be focus on growth, job creation and
infrastructure spending. There will be renewed focus on PSU companies
and many will be revived that are struggling and thus we expect these
stocks to do well too.
This fiscal year has started on a positive note for the company. We
expect to do much better this year both in terms of revenue and profit
growth. We continue to look at ways to reduce costs and we remain
committed to our shareholders. We are optimistic that the markets will
have a good year ahead and overall the outlook remains
positive for the next 6-8 quarters. There will be possible hurdles such
as weak monsoon but we are hopeful that good and sound economic
decisions will be taken by the government to bring down Inflation and
Interest rates efforts to improve our performance going forward.
DIVIDEND:
Your Directors recommend a Dividend of 10% (previous year 10%) for the
year ended 31st March 2014.The dividend will absorb Rs.2,931,125/- tax
free in the hands of shareholders. If approved, such dividend will be
paid to those shareholders, whose names appear in the Register of
Members as on September 29, 2014.
DIRECTORS:
Mr. Anil Sugno Manghnani (DIN No. 00012806) Whole Time Director whose
reappointment is due for renewal be and is hereby recommended by the
Board of Directors for his re-appointment. The Company has received
notices from a members under section 160 for the new Companies Act,
2013 proposing his candidature for the office of the Whole Time
Director.
In accordance with the Articles of Association of the Company Mrs.
Roshan Patheria (DIN No.00651144) and Mr. Monish Shewakramani (DIN
No.00413477) retire by rotation and being eligible for re-appointment
and have indicated their willingness to serve, if re-appointed.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
based on the representations received from the Management, confirms
that
(a) In the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same
(b) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31st March 2014 and of the profit of the Company for
the year ended 31st March, 2014.
(c) Proper and sufficient care have been taken 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;
(d) The annual accounts have been prepared on a going concern basis.
SECRETARIAL COMPLIANCE CERTIFICATE:
Since the paid-up capital of the company is less than 5 crores and the
company does not have full time Company Secretary in employment a
Secretarial Compliance Certificate u/s. 383A of the Companies Act. 1956
as amended from a practicing Company Secretary Mr. Janak Pandya PCA is
annexed herewith as a part of Directors Report.
FIXED ASSETS:
The Fixed Assets of the Company as at the close of the year, stood at
Rs.27.29 lacs (Previous year Rs. 33.12 lacs).
DISCLOSURES:
The particulars of the conservation of energy, technology and
absorption, foreign exchange earning and outgo as required u/s.217 (1)
(e) of the Companies Act, 1956 duly amended by the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988, the same are not applicable to the Company. Information as per
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) (Amendments) Rules, 1975 as amended till
date, is not given as none of the employees of the company exceeds the
limit.
AUDITORS:
M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires
at the close of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. A Certificate u/s. 139 (1) of the
New Companies Act, 2013 to act as auditors if appointed has been
obtained showing their eligibility to that effect that their
appointment for a period of three years , if considered will be in
order. Your Board of Directors recommends their appointment at the
ensuing Annual General Meeting.
APPRICEATION:
The Board of Directors takes this opportunity to thank the employees
for their dedicated service and contribution towards the growth of the
Company. Our sincere appreciation to Institutional, Retail Clients for
their patronage to our Company.
Mumbai, dated 30th May, 2014 By Order of the Board of Directors
Registered Office: Sd/-
Wankhede Stadium, North Stand, Anil S. Manghnani
Staircase No. 13, ''D'' Road, Churchgate, Chairman & Whole Time
Mumbai - 400 020. Director
(DIN No. 00012806)
Mar 31, 2013
TO THE MEMBERS OF MODERN SHARES AND STOCKBROKERS LIMITED
The Directors are pleased to present the Seventy Fourth Annual Report,
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2013.
FINANCIAL RESULTS:
31/03/2013 31/03/2012
Rupees Rupees
GROSS PROFIT 7,237,165 31,397,513
Less: Depreciation (817,840) (738,603)
PROFIT / (LOSS) BEFORE TAXATION 6,419,325 30,658,910
PROVISION FOR TAXATION (net) (2,049,504) (5,443,651)
PROFIT / (LOSS) AFTER TAX 4,369,821 25,215,259
Add: Brought Forward
Profit of Previous Year 57,879,200 36,070,568
AMOUNT AVAILABLE
FOR APPROPRIATION 62,249,021 61,285,827
Less; Proposed Dividend 2,931,125 2,931,125
Provision for Corporate
tax on dividend 475,502 475,502
Less: Transfer to General Revenue NIL NIL
Balance carried to
Balance Sheet 58,842,394 57,879,200
BUSINESS ACTIVITIES AND OPERATIONS:
The Company''s operations resulted in a gross profit of Rs.72.37 lacs
against Rs. 313.98 lacs in the previous year. After providing for
depreciation of Rs.8.18 lacs (previous year Rs. 7.39 lacs ) and making
net provision for taxation of Rs.20.50 lacs. (Previous year Rs 54.44
lacs) the Company has earned a net profit of Rs.43.70 lacs as against
net profit of Rs. 252.15 lacs in the previous year. The results are not
comparable due to a sale of an asset in the previous financial year.
The last financial year was an up and down one for the stock markets.
After trading in a range for the first half of 2012, we witnessed a
strong rally in the equity markets till the end of January 2013. After
reaching 6100 levels on the Nifty, we again witnessed a correction
where we saw sharp erosion in stock prices of midcaps and small cap
companies. The broking business remains competitive and challenging as
mutual funds continue to witness redemption pressures, which has
translated to a drop in overall volumes.
There was hope in the period from September last year to January 2013.
The government had kicked started the reforms process as it passed FDI
in Retail and Aviation. Inflation also started to cool off and thus RBI
has obliged with three rate cuts in a row. Although, we have elections
next year, it was encouraging to see the government bite the bullet and
increase both petrol and diesel prices. Optimism was evident in the
market and there was a sense of belief that the government would be
able to control the Current Account Deficit and also GDP would be back
above 6% after some dismal numbers in the last few quarters.
However, some of the optimism appears to be fading away as the
continuous exposure of scams is once again hurting sentiment. The
political situation also appears shaky and the fear of a fractured
coalition government will continue to haunt the markets going forward.
Although we expect a tough road ahead, we remain dedicated and
committed to all our shareholders. We will continue with our sincere
efforts to improve our performance going forward.
DIVIDEND:
Your Directors recommend a Dividend of 10% (previous year 10%) for the
year ended 31st March 2013.The dividend will absorb Rs.2,931,125/- tax
free in the hands of shareholders. If approved, such dividend will be
paid to those shareholders, whose names appear in the Register of
Members as on July 19, 2013.
DIRECTORS:
In accordance with the Articles of Association of the Company Mr. U K
Mallik and Mr. Ghansham Shewakramani retire by rotation and being
eligible for re-appointment and have indicated their willingness to
serve, if re-appointed.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
based on the representations received from the Management, confirms
that
(a) In the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same
(b) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31st March 2013 and of the profit of the Company for
the year ended 31st March, 2013.
(c) Proper and sufficient care have been taken 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;
(d) The annual accounts have been prepared on a going concern basis.
SECRETARIAL COMPLAINCE CERTIFICATE :
Since the paid-up capital of the company is less than 5 crores and the
company does not have full time Company Secretary in employment a
Secretarial Compliance Certificate u/s. 383A of the Companies Act. 1956
as amended from a practicing Company Secretary Mr. Janak Pandya is
annexed herewith as a part of Directors Report.
FIXED ASSETS:
The Fixed Assets of the Company as at the close of the year, stood at
Rs.33.12 lacs (Previous year Rs. 30.77 lacs).
DISCLOSURES:
The particulars of the conservation of energy, technology and
absorption, foreign exchange earning and outgo as required u/s.217 (1)
(e) of the Companies Act, 1956 duly amended by the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988, the same are not applicable to the Company. Information as per
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) (Amendments) Rules, 1975 as amended till
date, is not given as none of the employees of the company exceeds the
limit.
Since the paid-up share capital of the Company is less than prescribed,
the provisions of Section 292A{1) of the Companies Act, 1956 and Clause
49 of the Listing Agreement relating to constitution of Audit
Committee, Remuneration Committee and Corporate Governance
respectively, are not applicable to the Company.
AUDITORS:
M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires
at the close of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. A Certificate u/s. 224 1 (B) of
the Companies Act, 1956 to act as auditors if appointed has been
obtained showing their eligibility to that effect that their
appointment, if considered will be in order.. Your Board of Directors
recommends their appointment until the conclusion of the next Annual
General Meeting.
APPRICEATION:
The Board of Directors takes this opportunity to thank the employees
for their dedicated service and contribution towards the growth of the
Company. Our sincere appreciation to Institutional, Retail Clients for
their patronage to our Company.
Mumbai, dated 17th May, 2013
By Order of the Board of Directors
Registered Office: Sd/-
Wankhede Stadium,
North Stand, Anil S Manghnani
Staircase No.13.
''D'' Road, Chairman &
Whole Time Director Churchgate,
Mumbai - 400 020.
Mar 31, 2012
The Directors are pleased to present the Seventy third Annual Report,
together with the Audited Statement of Accounts of the Company for the
year ended March 31, 2012.
FINANCIAL RESULTS: 31/03/2012 31/03/2011
Rupees Rupees
GROSS PROFIT 31,397,513 6,086,670
Less: Depreciation (738,603) (891,996)
PROFIT / (LOSS) BEFORE TAXATION 30,658,910 5,194,674
PROVISION FOR TAXATION (net) (5,443,651) (1,422,649)
PROFIT / (LOSS) AFTER TAX 25,215,259 3,772,025
Add: Brought Forward Profit of
Previous Year 36,070,568 34,013,178
AMOUNT AVAILABLE FOR APPROPRIATION 61,285,827 37,785,203
Less: Proposed Dividend 2,931,125 1,465,563
Provision for Corporate tax on dividend 475,502 249,072
Less: Transfer to General Revenue NIL NIL
Balance carried to Balance Sheet 57,879,200 36,070,568
BUSINESS ACTIVITIES AND OPERATIONS:
The Company's operations resulted in a gross profit of Rs.313.98 lacs
against Rs. 60.87 lacs in the previous year. After providing for
depreciation of Rs.7.39 lacs (previous year Rs. 8.92 lacs ) and making
net provision for taxation of Rs.54.44 lacs, (previous year Rs. 14.23
lacs) the Company has earned a net profit of Rs.252.15 lacs as against
net profit of Rs. 37.72 lacs in the previous year.
The last financial year has been a difficult one for our equity
markets. The markets started to correct in January of 2011 and we saw a
slide through the year till December. Although we witnessed a brief
rally in January/February 2012, we have once again seen the resumption
of the down trend. Mutual funds continue to witness redemption
pressures, which has translated to a drop in overall volumes.
The main concern this year has been the sharp and sudden depreciation
in the Indian Rupee. While part of this could be due to the problems in
Europe, the main concern remains our own policy paralysis. The
government needs to act swiftly and thus tough decisions need to be
taken to avoid an economic catastrophe. We have a serious ballooning
fiscal deficit and very high Inflation. Corporate India has seen a
sharp drop in profits due to rising input costs and in addition, the
currency loss is hurting companies that have borrowed funds overseas.
We expect the rest of the year to be challenging and we could face a
bumpy road ahead. The sovereign debt crisis in the euro zone only
appears to be getting deeper and it would take a while for them to
solve the same. As far as India is concerned, the risk of early
elections remain which would be an overhang for the markets. Although
we expect a tough road ahead, we remain dedicated and committed to all
our shareholders. We will continue with our sincere efforts to improve
our performance going forward.
DIVIDEND:
Your Directors recommend a Dividend of 10% (previous year 5%) for the
year ended March 31, 2012.The dividend will absorb Rs. 2,931,125/- tax
free in the hands of shareholders. If approved, such dividend will be
paid to those shareholders, whose names appear in the Register of
Members as on September 27, 2012.
DIRECTORS:
In accordance with the Articles of Association of the Company Mr.
Monish Shewakramani and Mrs.Roshan Advani Patheria retire by rotation
and being eligible for re-appointment and have indicated their
willingness to serve, if re- appointed.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
based on the representations received from the Management, confirms
that
(a) In the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same
(b) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31st March 2012 and of the profit of the Company for
the year ended March 31, 2012.
(c) Proper and sufficient care have been taken 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;
(d) The annual accounts have been prepared on a going concern basis.
SECRETARIAL COMPLAINCE CERTIFICATE :
Since the paid-up capital of the Company is less than 5 crores and the
Company does not have full time company secretary in employment a
Secretarial Compliance Certificate u/s. 383A of the Companies Act. 1956
as amended from a practicing Company Secretary M/s. Anil Jani & Company
is annexed herewith as a part of Directors Report.
FIXED ASSETS:
The Fixed Assets of the Company as at the close of the year, stood at
Rs.30.77 lacs (Previous year Rs. 26.05 lacs).
DISCLOSURES:
The particulars of the conservation of energy, technology and
absorption, foreign exchange earning and outgo as required u/s.217 (1)
(e) of the Companies Act, 1956 duly amended by the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988, the same are not applicable to the Company. Information as per
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) (Amendments) Rules, 1975 as amended till
date, is not given as none of the employees of the Company exceeds the
limit.
Since the paid-up share capital of the Company is less than prescribed,
the provisions of Section 292A(1) of the Companies Act, 1956 and Clause
49 of the Listing Agreement relating to constitution of Audit
Committee, Remuneration Committee and Corporate Governance
respectively, are not applicable to the Company.
AUDITORS:
M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires
at the close of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. A Certificate u/s. 224 (1B) of the
Companies Act, 1956 to act as auditors if appointed has been obtained
showing their eligibility to that effect that their appointment, if
considered will be in order.. Your Board of Directors recommends their
appointment until the conclusion of the next Annual General Meeting.
APPRICEATION:
The Board of Directors take this opportunity to thank the employees for
their dedicated service and contribution towards the growth of the
Company. Our sincere appreciation to Institutional, and Retail Clients
for their patronage to our Company.
Mumbai, dated June 01, 2012 By Order of the Board of Directors
Registered Office: Sd/-
Wankhede Stadium, North Stand, Anil S Manghnani
Staircase No.13, 'D' Road, Chairman & Whole Time Director
Churchgate, Mumbai - 400 020.
Mar 31, 2011
Dear Members,
The Directors are pleased to present the Seventy second Annual Report,
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2011.
FINANCIAL RESULTS: 31/03/2011 31/03/2010
TT
GROSS PROFIT 6,086,670 13,410,677
Less : Depreciation (891,996) (923,405)
PROFIT / (LOSS) BEFORE TAXATION 5,194,674 12,487,272
PROVISION FOR TAXATION (net) (1,422,649) (6,257,879)
PROFIT / (LOSS) AFTER TAX 3,772,025 6,229,393
Add: Brought Forward Profit of 34,013,176 29,498,418
Previous Year
AMOUNT AVAILABLE FOR APPROPRIATION 37,785,201 35,727,811
Less: Proposed Dividend 1,465,563 1,465,563
Provision for Corporate tax on dividend 249,072 249,072
Less: Transfer to General Revenue NIL NIL
Balance carried to Balance Sheet 36,070,566 34,013,176
BUSINESS ACTIVITIES AND OPERATIONS:
The CompanyÃs operations resulted in a gross profit of Rs. 60.87 lacs
against Rs. 134.11 lacs in the previous year. After providing for
depreciation of Rs. 8.92 lacs (previous year Rs. 9.23 lacs ) and making
net provision for taxation of Rs. 14.23 lacs. (Previous year Rs. 62.58
lacs) the Company has earned a net profit of Rs. 37.72 lacs as against
net profit of Rs. 62.29 lacs in the previous year.
The markets did rally till Diwali last year, post which we witnessed a
correction. However, the company saw a drop both in revenues and
profits. This can be attributed to an overall drop in trading volumes
and also an increase in employee costs. While markets rallied, mutual
funds continued to witness redemption pressures and thus that led to a
drop in volumes. In addition, brokerage rates continue to fall and also
competition continues to rise.
Another significant shift in trading pattern has been witnessed in the
past few months where most traders have moved their focus from trading
futures to trading in options. Here, the brokerage revenues are lower
which has also resulted to an overall dip in revenues. As has well been
documented recently, overall Inflation in India has been rising at a
fast pace. Thus, the company too has seen a steady rise in expenses.
The environment remains challenging and given the rising Interest rates
and high input costs due to higher global commodity prices, we expect
some head winds for the financial markets in the current year. We hope
that the markets will see out this rough patch and look up towards the
latter part of the on going fiscal year. Although we expect a tough road
ahead, we remain dedicated and committed to all our shareholders. We
will continue with our sincere efforts to improve our performance going
forward.
DIVIDEND :
Your Directors recommend a Dividend of 5% (previous year 5%) for the
year ended 31st March 2011.The dividend will absorb T 14, 65,563/- tax
free in the hands of shareholders. If approved, such dividend will be
paid to those shareholders, whose names appear in the Register of
Members as on 11th August 2011.
DIRECTORS :
Mr. Narendra Hira Advani and Mr. Radhakrishna Narayan Shenvi joined the
board as Additional Directors during the year and are holding office
only upto the date of this Annual General Meeting. They are eligible
for re-appointment and have indicated their willingness to serve, if
re-appointed. The company has received notice in writing proposing
their candidature for the office of directors subject to retire by
rotation.
In accordance with the Articles of Association of the Company Mr. U K
Mallik and Mr. Ghansham Shewakramani retire by rotation and being
eligible for re-appointment and have indicated their willingness to
serve, if re-appointed.
DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
based on the representations received from the Management, confirms
that :
(a) In the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same
(b) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31st March 2011 and of the profit of the Company for
the year ended 31st March, 2011.
(c) Proper and sufficient care have been taken 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;
(d) The annual accounts have been prepared on a going concern basis.
SECRETARIAL COMPLIANCE CERTIFICATE :
Since the paid-up capital of the company is less than 5 corores and the
company does not have full time Company Secretary in employment a
Secretarial Compliance Certificate u/s. 383A of the Companies Act, 1976
as ammended from a practicing Company Secretary M/s. Anil Jani &
Company is annexed herewith as a part of Directors Report.
FIXED ASSETS :
The Fixed Assets of the Company as at the close of the year, stood at
Rs. 132.57 lakhs (Previous year T 130.03 lakhs).
DISCLOSURES :
The particulars of the conservation of energy, technology and
absorption, foreign exchange earning and outgo as required u/s.217 (1)
(e) of the Companies Act, 1956 duly amended by the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988, the same are not applicable to the Company. Information as per
Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) (Amendments) Rules, 1975 as amended till
date, is not given as none of the employees of the company exceeds the
limit.
Since the paid-up share capital of the Company is less than prescribed,
the provisions of Section 292A(1) of the Companies Act, 1956 and Clause
49 of the Listing Agreement relating to constitution of Audit
Committee, Remuneration Committee and Corporate Governance
respectively, are not applicable to the Company.
AUDITORS :
M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires
at the close of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. A Certificate u/s. 224 1(B) of the
Companies Act, 1956 to act as auditors if appointed has been obtained
showing their eligibility to that effect that their appointment , if
considered will be in order.. Your Board of Directors recommends their
appointment until the conclusion of the next Annual General Meeting.
APPRICEATION :
The Board of Directors takes this opportunity to thank the employees
for their dedicated service and contribution towards the growth of the
Company. Our sincere appreciation to Institutional, Retail & Portfolio
Clients for their patronage to our Company.
By Order of the Board of Directors
Sd/-
Anil S. Manghnani
Chairman & Whole Time Director
Mumbai, dated 3rd August 2011
Registered Office:
Wankhede Stadium, North Stand,
L&M Wing, ÃDÃ Road,Churchgate,
Mumbai - 400020.
Mar 31, 2010
The Directors are pleased to present the Seventy First Annual Report,
together with the Audited Statement of Accounts of the Company for the
year ended 31st March 2010.
FINANCIAL RESULTS: 31/03/2010 3 1/03/2009
Rupees Rupees
GROSS PROFIT 1,34,10,677 51,33,752
Less: Depreciation (9,23,405) (11,02,750)
PROFIT / (LOSS) BEFORE TAXATION 1,24,87,272 40,31,002
PROVISION FOR TAXATION (net) (62,57,879) (10,20,063)
PROFIT / (LOSS) AFTER TAX 62,29,393 30,10,939
Add: Brought Forward Profit
of Previous Year 2,94,98,418 2,82,02,113
AMOUNT AVAILABLE FOR APPROPRIATION 3,57,27,811 3,12,13,052
Less: Proposed Dividend 14,65,563 14,65,563
Provision for Corporate tax on dividend 2,49,072 2,49,072
Less: Transfer to General Revenue NIL NIL
Balance carried to Balance Sheet 3,40,13,176 2,94,98,418
BUSINESS ACTIVITIES AND OPERATIONS:
The Companys operations resulted in a gross profit of Rs.134.11 lacs
against Rs. 51.34 lacs in the previous year. After providing for
depreciation of Rs.9.23 lacs (previous year Rs. 11.03 lacs ) and making
net provision for taxation of Rs.62.58 lacs. (Previous year Rs 10.20
lacs) the Company has earned a net profit of Rs.62.29 lacs as against
net profit of Rs. 30.11 lacs in the previous year.
The higher profit of more then 100% as compared to the profit from the
previous year is largely due to increase in the stock market
activities, which has led to an increase in the brokerage business.
The Indian markets have had a great run in the financial year
2009-2010. The sensex has more than doubled from the lows of 2008. The
GDP growth is back on track and hopefully we can achieve 8-10% in the
years to come. In addition, the success of the 3G & Broadband auctions
have been a welcome gift for the Government which will also help in
reducing the fiscal deficits.
The headwinds and challenges in the current year include the local
inflation and the ongoing soverign debt crisis in Europe. As far as
inflation goes, the Govt. is taking necessary measures to bring down
the same. However, the European crisis, if deepens further, could bring
a halt to the ongoing global recovery and thus that could be the major
hurdle for our own markets in this year.
Your Directors have the pleasure to inform you that since the past few
years our effort and commitment have been successful in procuring
steady Institutional clientele business. Our full-fledged institutional
trading desk has grown and we expect the same to continue in the coming
years.
DIVIDEND :
Your Directors recommend a Dividend of 5% (previous year 5%) for the
year ended 31st March 2010.The dividend will absorb Rs.14, 65,563/- tax
free in the hands of shareholders. If approved, such dividend will be
paid to those shareholders, whose names appear in the Register of
Members as on 29th September 2010.
DIRECTORS :
In accordance with the Articles of Association of the Company Mrs.
Roshan Advani Patheria and Mr. Monish Shewakramani retire by rotation
and being eligible for re-appointment and have indicated their
willingness to serve, if re-appointed.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors
based on the representations received from the Management, confirms
that
(a) In the preparation of annual accounts, the applicable accounting
standards have been followed and that no material departures have been
made from the same
(b) Appropriate accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31st March 2010 and of the profit of the Company for
the year ended 31st March, 2010.
(c) Proper and sufficient care have been taken 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;
(d) The annual accounts have been prepared on a going concern basis.
FIXED ASSETS :
The Fixed Assets of the Company as at the close of the year, stood at
Rs. 130.22 lakhs (Previous yearRs. 119.93 lakhs).
DISCLOSURES :
The particulars of the conservation of energy, technology and
absorption, foreign exchange earning and outgo as required u/s.217 (1)
(e) of the Companies Act, 1956 duly amended by the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988, the same are not applicable to the Company.
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) (Amendments) Rules, 1975 as
amended till date, is not given as none of the employees of the Company
exceeds the limit.
Since the paid-up share capital of the Company is less than prescribed,
the provisions of Section 292A(1) of the Companies Act, 1956 and Clause
49 of the Listing Agreement relating to constitution of Audit
Committee, Remuneration Committee and Corporate Governance
respectively, are not applicable to the Company.
AUDITORS :
M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires
at the close of the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment. A Certificate ji/s. 224 1(B) of
the Companies Act, 1956 to act as auditors if appointed has been
obtained showing their eligibility to that effect that their
appointment, if considered will be in order. Your Board of Directors
recommends their appointment untill the conclusion of the next Annual
General Meeting.
APPRICEATION :
The Board of Directors takes this opportunity to thank the employees
for their dedicated service and contribution towards the growth of the
Company. Our sincere appreciation to Institutional, Retail & Portfolio
Clients for their patronage to our Company.
Mumbai, dated 26th May, 2010 By Order of the Board of Directors
Registered Office:
Wankhede Stadium, Sd/-
North Stand, L&M Wing, D Road, H. K. ADVANI
Churchgate, Mumbai - 400 020. Chairman
Corporate Office :
9, Kala Niketan Building, 2nd Floor,
95 Queens Road, Churchgate,
Mumbai - 400 020.
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