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Directors Report of SKP Securities Ltd.

Mar 31, 2018

To The Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report of SKP Securities Limited (‘SKP’) for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (In Rs. Lacs)

Particulars

Consolidated

Standalone

2018

2017

2018

2017

Revenue from Operations and other Income

1756.39

1287.88

1822.22

1259.17

Total Expenses

1080.85

869.52

1033.26

892.53

Profit Before Tax

675.54

416.76

788.96

365.04

Tax Expenses

165.13

60.51

164.94

59.09

Profit attributable to the owners of the Company

510.41

356.25

624.02

305.95

Other Comprehensive Income

(195)

1.93

(195)

1.93

Total Comprehensive Income

508.46

358.18

622.07

307.88

Retained Earnings- Opening Balance

1814.54

1461.36

1699.29

1396.40

Less : Used for Buyback of Shares

(498.39)

-

(498.39)

-

Less : Transfer to General Reserve

(10.00)

(5.00)

(10.00)

(5.00)

Retained Earnings- Closing Balance

1814.61

1814.54

1812.97

1699.29

Note: In accordance with the requirements of Ind-AS Rules, Audited Financial Statements of the Company have been drawn up both on standalone and consolidated basis for the Financial Year ended 31st March, 2018 with Transition Date as 1st April, 2016. Figures for previous year have also been re-instated in line with the requirements of the above Rules.

PERFORMANCE HIGHLIGHTS

As envisaged in previous years’ report, better domestic macro economic factors lead to gradual improvement in corporate performance during FY18. Amidst buoyant conditions in global economy and financial markets, Indian financial markets also witnessed continued buoyancy with equity market scaling new peaks. Budget 2018 and fear of hike in US interest rates cooled the euphoric conditions substantially by the end of FY18, leading to a meltdown in small and mid cap stocks. Interest rates remained stable during the year amidst volatility. Mutual Funds witnessed record inflows on the back of ‘financialisation of domestic savings’ in India in the aftermath of ‘Demonetization’.

In this backdrop, your Directors express their satisfaction in reporting that your Company’s business volume in all its activities, top-line and bottom-line have all witnessed a smart growth during the year under review.

DIVIDEND & RESERVES

During the Year under consideration, the Company has distributed Rs. 619.95 lacs amongst the shareholders through a Buy Back as mentioned below, equivalent to ~25% of the Net Worth of the Company as on 31 March, 2017. In view of this, your Directors do not recommend any dividend for the Financial Year 2017-2018 and propose to transfer a sum of Rs. 10 Lacs to General Reserve.

SHARE BUYBACK

As reported in the Previous Year, with an objective to return non-operational surplus cash to shareholders and improve performance ratios like Return on Equity, your Directors, at their meeting held on 20th April, 2017, approved a proposal for the Company to Buyback upto 12,15,600 fully paid up equity shares of face value Rs. 10/- each representing 21.56% of the total number of equity shares in the paid up equity share capital of the Company from all existing shareholders/ beneficial owners of the Company on a proportionate basis through Tender Offer Route at a price of Rs. 51/- per equity share for an aggregate amount of Rs. 619.95 lacs in compliance with SEBI (Buy Back of Securities) Regulations 1998. The Shareholders approved the proposal of Buyback of equity shares through the Postal Ballot that concluded on 13th June, 2017 and 30th June 2017 was fixed as the Record Date for this purpose. The Company concluded the Buyback procedure and 12,15,600 equity shares were extinguished on 19th September, 2017.

AWARDS & RECOGNITION

In its quest to protect environment by reducing paper-based transaction, your Company was declared Runner up in “Go Green Initiative” in Eastern India by National Depository Services Limited (NSDL). It was also nominated for “CNBC TV18 Best Regional Financial Advisor Award (East) 2017”.

FUTURE OUTLOOK

Indian Financial Markets are now negotiating cross winds. Tail winds, lead by improved corporate performance and continued inflow of domestic savings to mutual funds, are encountering head winds, primarily of political uncertainty in the run up to next General Elections, rise in oil prices and posible emergence of a global trade war. Based on initial blue prints of your company’s future plans, while your Directors are confident about the company’s growth in the medium to long term, they are cautiously optimistic for your company’s performance during the ensuing year.

STATE OF THE COMPANY’S AFFAIRS

Detailed information on the operations of the Company, business environment and future expectations are provided in the Management Discussion and Analysis Report, in compliance with Regulations 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 (‘Listing Regulations’), which is annexed and marked as “Annexure A” to this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiary for the financial year 31st March, 2018, have been prepared in accordance with Section 129(3) of the Companies Act, 2013 (‘the Act’). Further, a statement containing salient features of the financial statements of the Subsidiary Company in the prescribed format AOC-1 is annexed and marked as “Annexure B” to this Report.

In accordance with section 136 of the Act, the Audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary Company, are available on our website www.skpsecurities.com. These documents will also be available for inspection till the date of the AGM during business hours at our registered office.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

During the year, your Company divested its wholly owned subsidiary viz SKP Commodities Ltd. on 30th September, 2017 which had already discontinued its broking operations in commodities markets. With commodities markets now brought under the regulatory purview of SEBI, even if the Company were to re-enter commodities broking business, it does not requires to have a separate entity as was required earlier. Your Company now has one wholly owned subsidiary viz. SKP Insurance Advisors Private Limited as on 31st March, 2018. With low levels of operations, primarily in the field of insurance advisory, it had negligible profits during the year under review.

Further, your Company does not have any Joint Venture and Associate Company.

CORPORATE GOVERNANCE

Your Company believes in transparent and ethical corporate governance practices. The Company has taken the requisite steps to comply with recommendations concerning Corporate Governance.

A separate section on Corporate Governance together with Auditors Certificate regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations form an integral part of this Report which is annexed and marked as “Annexure C” to this Report.

INDEPENDENT DIRECTORS’ DECLARATION

The Company has received requisite declaration from all Independent Directors, in accordance with the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as laid down in Section 149(6) of the Act, and Regulation 25 of Listing Regulations.

In accordance with the provisions of the Act, none of the Non-Executive Independent Directors are liable to retire by rotation.

DIRECTORS

Mr. Paritosh Sinha (DIN: 00963537) was appointed as a Non-Exceutive Independent Director and the same was approved at the last Annual General Meeting held on 29th July, 2017.

Mr. Nikunj Pachisia (DIN: 06933720) was re-appointed as the Whole-time Director of the Company for a period of three years w.e.f 1st August, 2017 and the same have been approved at the last Annual General Meeting held on 29th July, 2017.

Mrs. Manju Pachisia (DIN: 00233821), Non-Executive Director of the Company shall retire by rotation at the ensuing Annual General Meeting in accordance with provisions of the Act and being eligible, offers herself for re-appointment.

KEY MANAGERIAL PERSONNEL

During the year there were no changes in Key Managerial Personnel.

NOMINATION AND REMUNERATION POLICY

Your Company has a well-defined policy for appointment of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company including their remuneration and the policy as adopted by the Company is also available on our website www.skpsecuritites. com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company had developed a process to familiarize the newly appointed Directors with respect to the roles and responsibilities outlined under the Act and Listing Regulations. Details of ‘Familiarization Programme for Independent Directors’ are provided in the Corporate Governance Report and are also available on the Company’s website www.skpsecurities.com.

BOARD EVALUATION

Your Company have laid down the process and criteria for annual performance evaluation of the Board, its Committee and Individual Directors. In terms of the provisions of the Act and Listing Regulations, the Board of Directors has carried out the evaluation process of its own performance, its various committees and individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning. The criteria applied in the evaluation process are explained in the Corporate Governance Report.

The Independent Director met on 27th March , 2017, and reviewed the performance of the Board, the Non-Independent Director and the Chairman.

BOARD AND COMMITTEES MEETINGS

The Board of Directors of your Company met five (5) times during the financial year 2017-2018. At present, there are following three committees:

i) Audit Committee

ii) Nomination and Remuneration Committee of the Board

iii) Stakeholders Relationship Committee

The details of composition of the Board, its various Committees, brief terms of reference meetings held and attendance of the Directors at such meetings, etc. are provided in the Corporate Governance Report which is annexed and marked as “Annexure C” to this report.

AUDITORS’ AND AUDIT REPORT

Statutory Auditors

M/s. G.P. Agrawal & Co., (FRN No: 302082E) Chartered Accountants, were appointed as Statutory Auditors of your Company at the 27th Annual General Meeting held on 29th July, 2017, to hold office till the conclusion of the 32nd Annual General Meeting of the Company to be held in the Financial Year 2022, subject to ratification of their appointment by members at every Annual General Meeting at such remuneration as may be mutually agreed by the Committee and Board in consultation with the Auditors. The Auditors have confirmed their eligibility to the effect that the ratification of their appointment, if made, would be within the prescribed limits of the Act and that they are not disqualified for such appointment.

The Auditors Report for the Financial Year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor

Mr. Anil Murarka, Practicing Company Secretary (FCS:3150/CP:1857) Proprietor of M/s. A. Murarka & Co. of “Diamond Prestige” 41-A, A.J.C Bose Road, 3rd Floor, Suite No.-301, Kolkata - 700017 was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2017-2018, as required under section 204 of the Act and the relevant Rules made thereunder.

The Secretarial Audit Report for the Financial Year 2017-2018 forms part of the Annual Report which is annexed and marked as “Annexure D”. The said report does not contain any observation or qualification requiring explanation or adverse remark.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is annexed and marked as “Annexure E” to this report.

RELATED PARTY TRANSACTIONS

In compliance with the provisions of the Act and the Listing Regulations, all the transaction with Related Parties are placed before the Audit Committee for prior approval. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The policy on Related Party Transaction as approved by the Board can be accessed on the Company’s website www.skpsecurities.com

All transaction entered into with related parties during the year was in the ordinary course of business and on arm’s length basis, details of which are provided in Notes to Financial Statements which forms an integral part of this Annual Report. In view of the above, the disclosure required under the Act in form AOC-2 is not applicable for financial year 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company did not provid any Loan or Guarantee in terms of provisions of Section 186 of the Companies Act, 2013. The details of Investments made are provided in Notes to the Financial Statements which forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed and marked as “Annexure F” to this Report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk control and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. In the opinion of the Board at present there are no risks which threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has over the years, a well established Whistle Blower Policy as part of vigil mechanism for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. This mechanism also provides for adequate safeguards against victimization of Directors, Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

During the year under review, none of the Director/Employee was been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The said Policy can be accessed on the Company’s website at www.skpsecurities.com.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at workplace. It has a well-defined policy in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules framed thereunder. All employees (Permanent, contractual, temporary, trainees, etc) are covered under this policy. The Company has not received any complaint of sexual harassment during the year.

TRANSFER OF EQUITY SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND

In line with the statutory requirements, the Company has transferred to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid / unclaimed for a period of seven consecutive years within the time lines laid down by the MCA.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information and compliances of various internal controls and other regulatory and statutory compliances. During the year under review, no material or serious observation has been reviewed from the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. Based on the Internal Audit Report corrective actions in the respective areas are undertaken and controls are strengthened.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as prescribed under sub-section (3)(m) of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is annexed and marked as “Annexure G” to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a net profit of more than Rs. 5 crore during the Financial year ended 31st March, 2018, and pursuant to section 135 of the Act, CSR is applicable to the Company from the Financial Year commencing from 1st April, 2018. The Board in its meeting held on 5th May, 2018 has constituted a CSR Committee with the following composition:

Name of Director

Category

Designation

Kishore Bhimani

Independent Director

Chairman

Manju Pachisia

Director

Member

Naresh Pachisia

Executive Director

Member

The CSR Committee will approve a CSR Policy and undertake CSR initiatives accordingly.

POLICIES

The details of the policies approved and adopted by the Board are annexed and marked as “Annexure H” to this report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act the Board of Directors, to the best of its knowledge and ability, confirm that:

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

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GENERAL DISCLOSURES

Your Company has proper and adequate system and processes to ensure compliance with all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued.

2. No Deposits covered under Chapter V of the Act, were accepted.

3. Neither the Managing Director/Whole-time Director of the Company received any remuneration or commission from any of its subsidiary.

4. No significant or material orders were passed by any regulatory authority or courts or tribunals impacting the going concern status and Company’s operation in future.

5. No Material changes and commitments have occurred after the close of financial year till date of this Report which affects the financial position of the Company.

GRATITUDE & ACKNOWLEDGEMENT

Your Directors expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: For and on behalf of the Board of Directors

Chatterjee International Centre

33A, Jawaharlal Nehru Road, Level-21 Naresh Pachisia Nikunj Pachisia

Kolkata 700071 Managing Director Whole-time Director

Dated: 5th May, 2018 DIN: 00233768 DIN: 06933720


Mar 31, 2017

To The Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report of SKP Securities Limited for the Financial Year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

Your Company’s Financial Performance for the year under review is summarized below:

(In Rs.Lacs)

Particulars

Financial Year

2016-2017

2015-2016

Total Income

1074.88

1046.07

Total Expenditure

891.38

879.99

Profit Before Tax

183.50

166.08

Provision for Tax

58.65

56.20

Tax adjustment for earlier year

1.30

0.00

Profit After Tax

123.55

109.88

Balance of Profit brought forward from previous year

1340.78

1303.48

Appropriations:

Transferred to General Reserve

5.00

5.00

Interim Dividend

-

56.15

Tax on Interim Dividend

-

11.42

Balance of Profit carried forward

1459.33

1340.78

Earnings Per Share (Rs.)

2.20

1.96

Net Worth

2481.24

2357.69

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the Financial Year 2016-17. A sum of Rs.5 Lacs has been transferred to General Reserve during the year.

BUYBACK

With an objective to return surplus cash available with the Company to Shareholders and improve performance ratios like Return on Equity, your Directors have approved Buy Back of up to 12,15,600 equity shares ofRs.10/- each fully paid up, representing about 21.65% of the paid up equity capital of the Company at a price ofRs.51/- per share payable in cash for an aggregate consideration ofRs.6,19,96,600/- not exceeding 25% of the fully paid up equity capital and free reserves of the Company in compliance with SEBI (Buy Back of Securities) Regulations 1998, subject to receipt of necessary statutory and regulatory approvals.

BUSINESS PERFORMANCE

FY17 was quite an eventful year making financial markets quite volatile. A major fundamental shift is happening in the developed world. Erstwhile champions of globalization and free markets are moving towards an “anti-globalization” environment, wanting to protect their industry and jobs. This is not helping already tense geo-political environment. Domestically, we have witnessed massive events like “surgical strike” and “demonetization” amidst huge consolidation towards political stability.

In the backdrop of continuously improving domestic macro economics, after substantial volatility, whilst equity markets saw a run up to previous peak by year end, debt market is poised at cross roads after RBI’s announcement of a neutral stance on policy rates after two years on continuous rate cuts. With falling interest in other asset classes, particularly physical asset classes, investor interest is shifting towards financial instruments like mutual funds in general and equity oriented funds in particular. A major growth in mutual funds assets has been witnessed, as a result.

In this environment, your Company’s business volume, top-line and bottom-line have all witnessed a moderate growth. It also acquired an office premises in Mumbai for its operations there.

AWARDS AND RECOGNITION

Your Directors are delighted to inform that your Company, for the second consecutive year, received the CNBC TV18 UTI Mutual Funds Best Regional Financial Advisor Award (Eastern Region) for 2016-2017. In addition, it has also received CNBC TV18 UTI Mutual Fund Grand Jury Award for Financial Education & Inclusion for 2015-2016, a national recognition in the RFA/ IFA category.

FUTURE OUTLOOK

Continuously improving domestic macro economic and political scenario is doing well for financial markets, although global risk factors remain. If the buoyancy continues in financial markets, which certainly needs to be backed by improved corporate earnings, we can reasonably expect the Company to perform well in FY18.

STATE OF COMPANY’S AFFAIRS

A detailed information on the operations of the Company, business environment and future expectations are provided in the Management Discussion and Analysis Report which is annexed herewith and marked as Annexure “A”.

consolidated financial statements

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by The Institute of Chartered Accountants of India and forms part of this Annual Report.

subsidiary & associate companies

The Company has two wholly owned subsidiaries viz SKP Commodities Limited and SKP Insurance Advisors Private Limited. The Company does not have any associate Company.

During the year, the Board of Directors reviewed the affairs of its subsidiaries. In accordance with the Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s subsidiaries is annexed herewith and marked as Annexure “B” in the prescribed Form AOC-1.

In accordance with section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.skpmoneywise.com. These documents will also be available for inspection during business hours at our registered office.

corporate governance

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance, Declaration of Managing Director on Code of Conduct, CEO/CFO Certification and Auditors Certificate on compliance of conditions of Corporate Governance form an integral part of this Report and are annexed herewith and marked as Annexure “C”, “D”, “E” and “F” respectively.

directors and key managerial personnel

Mr. Paritosh Sinha (DIN: 00963537) has been appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 30th July, 2016, subject to approval of Shareholders for regularization of his appointment for a period of 5 years.

During the year Mr. Dipak Kadel (ACS 35029) the Company Secretary has resigned from the Company w.e.f 15th July, 2016 and Ms. Alka Khetawat (ACS 47322) has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 4th February, 2017.

Mrs. Manju Pachisia (DIN: 00233821) Non-Executive Director will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

The brief resume and other details relating to Mr. Paritosh Sinha and Mrs. Manju Pachisia are provided in the Notice of Annual General Meeting.

nomination and remuneration policy

The Company follows Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel and other employees of the Company as approved by the Board of Directors. The Nomination and Remuneration Policy is annexed herewith and marked as Annexure “G”.

declaration by independent directors

All Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

familiarization programme for independent directors

The details of ‘Familiarization Programme for Independent Directors’ has been given in the Corporate Governance Report is annexed herewith and marked as Annexure “B”

ANNUAL EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and SEBI (Listings Obligations and Disclosures Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, its Committee and individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects.

Further, the Independent Directors at their meeting held during the year reviewed the performance of the Board, the Non-Independent Directors and the Chairman.

board and committees

The Board met four times during the financial year 2016-2017.

At present, there are following three committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

The details of composition, attendance, terms of reference, meetings etc. are given in the Corporate Governance Report is annexed herewith and marked as Annexure “B”.

auditors and auditors’ report

a) Statutory Auditors

At the Annual General Meeting held on 30th July, 2016 M/s. G.P. Agrawal & Co., (FRN No: 302082E) Chartered Accountants, were appointed as Statutory Auditors of your Company to hold office till the conclusion of the Annual General Meeting to be held in the Calendar year 2017.

M/s G.P. Agrawal & Co, have expressed their willingness to get appointed as the Statutory Auditors of the Company for a further period of 5 years pursuant to Section 139 of the Companies Act, 2013. They have furnished a certificate of the eligibility and consent under Section 141 of the Companies Act, 2013 and the Rules framed there under. In terms of SEBI (LODR) Regulations, 2015 have confirmed that they hold a valid certificate issued by Peer Review Board of The Institute of Chartered Accountants of India.

The Auditors’ Report to the members on the Accounts of the Company for the financial year ended 31st March, 2017 does not contain any qualification, reservation, adverse remark or disclaimer. Further, In terms of section 143(12) of Companies Act, 2013 no frauds have been reported by the Auditors.

b) Secretarial Auditors

Mr. Kaushik Sonee (FCS: 7921) of K. Sonee & Co. Practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the Financial Year 20162017, as required under section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report for the Financial Year 2016-2017 forms part of the Annual Report is annexed herewith and marked as Annexure “H” to the Board’s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed herewith and marked as Annexure “i”.

RELATED PARTY TRANSACTIONS

During the financial year 2016-2017, your Company has entered into transaction with related party which was in the ordinary course of business and on arm’s length basis, details of which are provided in Notes which forms an integral part of this Annual Report. The Form AOC 2 pursuant to Sec-134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure “J ” to this report. The policy on Materiality of Related Parties Transaction and dealing with Related Party Transaction as approved by the Board may be accessed on Company’s Website www.skpmoneywise.com.

loans, guarantees or investments

The Company has not given any Loans and Guarantees in terms of provisions of Section 186 of the Companies, Act 2013. The details of Investments made are provided in Notes which forms an integral part of this Annual Report.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The information as required under the provisions of Section 134(3)(q) and 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith and marked as Annexure “K”.

employee stock option plan

Your Company granted 1,00,000 options to its employees under the SKP ESOP PLAN, 2010 at an exercise price ofRs.29/- which was marginally above the market price ofRs.27.10 as on the date of grant of options. Since its issue none of the employee had exercised the options while 52,000 options were surrendered and 48,000 options were in force till 31st March, 2016. During the Financial year 2016-17, employees holding these 48,000 options have also surrendered their right as per the SKP ESOP PLAN, 2010. Hence there are no options (Previous year 48,000) outstanding as at the end of the Financial Year.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of the Company.

WHISTLE BLOWER & VIGIL MECHANISM

Your Company has a well established Whistle Blower Policy as part of vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. This mechanism also provides for adequate safeguards against victimization of Director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The said Policy may be accessed at http://www.skpmoneywise.com/Admin/Policy/Whistle%20Blower%20Policy.pdf

Your Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

adequacy of internal financial control

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. Based on the Internal Audit Report and review by the Audit Committee, process owners undertake necessary actions in their respective areas.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

conservation of energy, technology absorption and foreign EXCHANGE EARNING/ouTGo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed herewith and marked as Annexure “L”.

LISTINGS

Equity shares of the Company are listed on BSE Ltd, to which your Company has paid Listing Fees.

director s responsibility statement

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the Directors confirm that:

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

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

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No Deposits covered under Chapter V of the Companies Act, 2013 were accepted.

2. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued;

3. No remuneration or commission to the Managing Director/Whole-time Director of the Company were paid from any of its subsidiaries;

4. No significant and material orders passed by any regulatory authority or courts or tribunals impacting the going concern status and Company’s operation in future;

GRATITUDE & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: For and on behalf of the Board

Chatterjee International Centre

33A, J. L. Nehru Road, Level 21 Naresh Pachisia Nikunj Pachisia

Kolkata 700 071 (Managing Director) (Director)

Dated: 20th April, 2017 DIN:00233768 DIN:06933720


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the Financial Year ended March 31, 2015.

Financial Highlights (In Rs. Lacs)

Particulars Financial Year 2014-2015 2013-2014

Total Income 1107.41 875.22

Total Expenditure 814.17 813.28

Operational Profit 293.24 61.94

Depreciation 33.83 18.12

Profit Before Tax 259.41 43.82

Provision for Tax (including Deferred Tax Liability) for the year 87.05 14.01

Tax adjustment for earlier year 0.98 18.09

Profit After Tax 171.38 11.72

Appropriations:

Transferred to General Reserve 10.00 -

Proposed Dividend 56.15 -

Tax on Proposed Dividend 11.23 -

Earnings Per Share (Rs.) 3.05 0.21

Net Worth 2315.39 2211.39

Dividend and Reserve

Your Directors take pleasure in recommending payment of dividend @10% (Rs. 1/- Per share) for the year 2014-2015, subject to approval of shareholders and transfer Rs. 10 lacs to General Reserve.

Public Deposits

Your Company has not accepted any public deposits from the public or the Members during the financial year and no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet

Consolidated Financial Statements

In compliance with the Accounting Standards 21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the stock exchanges, the consolidated financial statements form a part of this Annual Report.

SUBSIDIARY COMPANIES

The statement pursuant to Section 129 of the Companies Act, 2003 relating to subsidiaries forms a part of the financial statement.

During the current year the Company has acquired SKP Insurance Brokers & Advisors Private Limited as its subsidiary. The Financial Performance of the subsidiaries included in the consolidated financial statement of your company is annexed to this report as "Annexure A" in the prescribed Form AOC-1.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s business.

BUSINESS PERFORMANCE

With arrival of a stable, growth oriented Union Government at the helm, environment in financial markets turned positive in May 2014. Whilst Indian equities and bond markets turned buoyant and Indian currency remained stable, commodities exhibited a declining to dull trend during FY15. In spite of increasing competitive pressures, your company has done reasonably well to expand its business volumes across all activities. Growth wise, Institutional Equities lead the pack. Along with business growth, relentless efforts in reducing expenses and increasing efficiencies resulted in a sharp increase in your company''s profits and profitability.

FUTURE OUTLOOK

Indian Economy appears to be on the verge of bottoming out which should abode well for buoyancy in financial markets. It will be our endeavor to convert this optimism in growth of knowledge driven activities while continue consolidating in others. We have invested in asset classes, which are expected to ride an economic growth to create wealth. After a declining trend over last three years, costs may increase going forward.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEE

The Details of the number of Board Meetings and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

DIRECTORS

Appointment of Mr. Nikunj Pachisia as Whole Time Director, Mrs. Manju Pachisia, as Non- Executive Directors and Mr. Ravi Todi, Mr. Kishore Bhimani and Mr. Subrata Kumar Mitra, as Independent Directors were confirmed by the members at the Annual General Meeting held on 27th September 2014.

During the year Mr. Rajesh Pachisia, Managing Director and Mr. Girdhari Lal Sultania, Independent Director resigned from the Board of the Company. The Board expresses its gratitude for their valuable contribution.

Apart from this, there were no changes in the Directors or Key Managerial Personnel during the year.

Mrs. Manju Pachisia, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

Mr. Naresh Pachisia, was re-appointed as a Managing Director of the Company for three years w.e.f. 1st April 2012. The Board has on the recommendation of the Nomination and Remuneration Committee, re-appointed him as Managing Director for another term of 3 years w.e.f. 1st April 2015, on the terms and conditions including remuneration set out in the agreement with him and subject to approval of Members.

All Independent Directors have submitted their declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) and Clause 49 of the Listing Agreement.

ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the Financial Year 2014-15.

CORPORATE GOVERNANCE REPORT

Your Company has always striven to maintain the highest standards of Corporate Governance. All the stipulations set out in the Listing Agreement have been adhered to by your Directors. A Report on Corporate Governance and a Certificate from the Auditors of the Company, M/s. G.P. Agrawal & Co., confirming compliance of Corporate Governance is annexed to this Report.

AUDITORS AND AUDITORS REPORT

a) Statutory Auditors

M/s. G.P. Agrawal & Co., Chartered Accountants, Kolkata, Statutory Auditors of your Company retires at the conclusion of ensuing Annual General Meeting. A letter from them has been received to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for re-appointment. Audit Committee and the Board have recommended their reappointment.

The remarks as contained in the Auditor''s Report read with Notes forming part of the accounts are self-explanatory.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Kaushik Sonee, Practicing Company Secretary to conduct the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is annexed to this report as "Annexure C".

RELATED PARTY TRANSACTIONS (RPT)

During the financial year 2014-2015, your company has entered into transaction with related party which were in the ordinary course of business and on arm''s length basis, details of which are provided in Note No. 22.6 which forms an integral part of this annual report. The Form AOC 2 pursuant to Sec-134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure D" to this report. The policy on Related Party transaction has been devised by your Company for determining the materiality of transaction with Related Parties and dealing with them.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loans and Guarantees in terms of provisions of Section 186 of the Companies, Act 2013. The details of Investments made are given under Note No. 8 of Annual Accounts.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, Nomination and Remuneration Policy of the Company has been formulated on the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

The information as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report as "Annexure E".

There any no employees employed throughout the financial year and in receipt of remuneration of Rs. 60 lacs or more, or employed for part of the year and in receipt of Rs. 5 lacs or more a month, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEE STOCK OPTION PLAN:

During the year none of the employees of the Company have exercised their stock options granted under the SKP ESOP PLAN 2010. The Disclosure pursuant to the provisions of Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Option Purchase Scheme) guidelines, 1999 in the respect of Employee Stock Option plan is annexed to this report as "Annexure F".

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges.

In the opinion of the Board at present there are no risks which threaten the existence of your Company.

VIGIL MECHANISM

The Company has a well established whistle blower policy as part of vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. This mechanism also provides for adequate safeguards against victimization of Director(s)/employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

SIGNIFICANT/MATERIAL ORDERS PASSED By The REGuLATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this report as "Annexure G".

LISTINGS

The equity shares of the company are listed on BSE Ltd, to which your company has paid the Listing Fees.

Directors Responsibility Statement:

Pursuant to as per Sec 134 (5) of the Companies Act, 2013, the Directors confirm that:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GRATITUED & ACKNOWLEDGEMENTS

The Board expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: Chatterjee International Centre For and on behalf of the Board 33A, J. L. Nehru Road, Level 21 Kolkata 700 071 Dated: 25th April 2015 Naresh Pachisia Nikunj Pachisia Managing Director Director


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2014.

Financial Highlights (In Rs. Lacs ) Particulars Financial Year 2013-2014 2012-2013

Total Income 875.22 1011.68

Total Expenditure 813.28 882.33

Operating Profit 61.94 129.35

Depreciation 18.12 34.29

Profit Before Tax 43.82 95.05

Provision for Tax (including Deferred Tax Liability) for the year 14.01 12.46

Tax adjustment for earlier year 18.09 -

Profit After Tax 11.72 82.58

Appropriations - -

Transferred to General Reserve - 5.00

Proposed Dividend - 56.15

Tax on Proposed Dividend - 9.11

Earning Per Share (Rs.) 0.21 1.47

Net Worth 2211.39 2199.67



Dividend

Due to inadequacy of profits, your Directors do not recommend any dividend for the year.

Business Performance

Business environment in capital markets continued to be challenging during 2013-2014. Equity debt, currency and money markets,all faced major headwinds in July-August 2013, shaking investor confidence, portfolio values and business turnover, all taking a long time to recover. Increasing competition and structural regulatory changes is making business conditions more challenging. We have continued to consolidate our operations, as reflected in our reduced expenditure, expected to help us improve our efficiency and profitability in future.

Subsidiary company

SKP Commodities Ltd, a subsidiary, reported a Profit before Tax of Rs. 2.83 Lacs. However, after making a Provision of Tax including tax for earlier year amounting to Rs. 4.03 Lacs, Loss after Tax was Rs. 1.20 Lacs.

Consolidated Financial Statements

In compliance with the Accounting Standards 21 of the Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the stock exchanges, the consolidated financial statements form a part of this Annual Report.

Future Outlook

Political stability after the recent General Elections in India augurs well for the economy, business environment and financial markets, making us cautiously optimistic for our business. While making efforts to expand business, we shall keep an eye on improving efficiency and rationalizing costs.

Corporate Governance

Your Company has always striven to maintain the highest standards of Corporate Governance. All the stipulations set out in the Listing Agreement have been adhered to by your Directors. A Report on Corporate Governance and a Certificate from the Auditors of the Company, M/s. G. P. Agrawal & Co., confirming compliance of Corporate Governance is annexed to this Report.

Auditors'' Report

All the items on which the Auditors have commented in their report are self-explanatory.

Directors

In light of the provisions of article 121 of the Articles of Association, Mr. Naresh Pachisia has now become a retiring director. Thus, Mr. Naresh Pachisia retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under clause 49 of the listing agreement in case of re-appointment of director is provided in the Notice of the ensuing Annual General Meeting.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Girdhari Lal Sultania, Mr, Subrata Kumar Mitra, Mr. Ravi Todi and Mr. Kishore Bhimani as Independent Directors of your Company to hold office for five consecutive years from the conclusion of this Annual General Meeting, up to 29th Annual General Meeting of the Company to be held in the calendar year 2019.

As required under the said Act and the Rules made there under, the same is now put up for approval of shareholders at the ensuing Annual General Meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The Independent Directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Listings

The equity shares of the company are listed on The Bombay Stock Exchange Ltd, to which your company has paid the Listing Fees.

Auditors

M/s G. P Agrawal& Co, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and, being eligible, offer themselves for reappointment. Your Directors on the recommendation of the Audit Committee, have recommended their re-appointment for a term of one year in accordance with Section 139 of the Companies Act, 2013.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies Act 1956, during the year.

Employee Stock Option Plan:

During the year none of the employees of the Company have exercised their stock options granted under the SKP ESOP PLAN 2010. The Disclosure pursuant to the provisions of Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Option Purchase Scheme) guidelines, 1999 in the respect of Employee Stock Option plan is given in the Annexure to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning/ Outgo

The information relating to energy conservation, technology absorption and foreign exchange earnings and outgo as required to be disclosed under section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure forming part of this Report.

Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are as under:

Director''s Responsibility Statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

i. in the preparation of annual accounts, all applicable accounting standards have been followed with proper explanations relating to material departures.

ii. the directors had 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 on March 31, 2014 and of the profit of the Company for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act so as to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have approved the annual accounts on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude to the clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: For and on behalf of the Board Chatterjee International Centre, Level 21 33A, Jawaharlal Nehru Road, Kolkata 700 071 Naresh Pachisia Dated: 22nd May, 2014 Managing Director


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Twenty Third Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2013.

Financial Highlights

(In Lacs)

Particulars Financial Year 2012-2013 2011-2012

Total hicome 1012.02 2573.09

Total Expenditure 882.67 1424.31

Operational Profit 129.35 1148.78

Depreciation 34.29 55.18

Ir-&Before Tax 95.06 1093.60

Pulsion for Tax (including Deferred Tax Liabiirry 12.47 333.82

Profit After Tax 82.59 759.78

Appropriations

Special Dividend 112.30

Tax on Special Dividend 18.22

Transferred to General Reserve 5.00 50.00

Proposed Dividend 56.15 56.15

Tax on Proposed Dividend 9.53 9.11

Earning Per Share (Rs.) 1.47 13.53

Ife Tworth 2199.67 2182.76

Dividend

Your Directors take pleasure in recommending payment of a dividend of 10% (Rs. 1 per share) for the year 2012- 13, subject to the approval of shareholders.

Business Performance

Global and domestic macro economic/ political headwinds continue to have an adverse impact on the financial markets in India. Amidst dwindling investor interest, Equity Markets faced continued low turnover. Increasing competition and structural regulatory changes in recent years have made business conditions quite challenging. We have consolidated our operations, which are clearly reflected in our reduced expenditure and will help us improve our efficiency and profitability in the future. Efforts are continuously on in investment banking and corporate advisory services, and depending upon success like in the previous year, we may be able to do better in future.

Future Outlook

In this challenging environment, which may continue for some more time before bottoming out, your company will further consolidate its operations, rationalize costs, improve efficiency and profitability on one hand, while finding new ways of expanding its business on the other.

Corporate Governance

Your Company has always striven to maintain the highest standards of Corporate Governance. All the stipulations set out in the Listing Agreement have been adhered to by your Directors. A Report on Corporate Governance is attached to this report as per statutory requirements. A Certificate from the Auditors of the Company, M/s. G.P. Agrawal & Co., confirming the compliance of conditions of Corporate Governance is annexed to this Report.

Auditors'' Report

All the items on which the Auditors have commented in their report are self- explanatory.

Directors

Mr. Kishore Bhimani, Director, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Listings

The equity shares of the company are listed on The Bombay Stock Exchange Ltd.

Auditors

The Auditors, M/s G.P Agrawal & Co, Chartered Accountants, retire at the ensuing AGM and, being eligible, offer themselves for re-appointment. Certificate from the Auditors has been obtained to the effect that their re- appointment, if made, would be within the limits prescribed under section 224(lB)ofthe Companies Act, 1956.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies Act 1956, during the year.

Employee Stock Option Plan:

During the year none of the employees of the Company have exercised their stock options granted under the SKP ESOP PLAN 2010. The Disclosure pursuant to the provisions of Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Option Purchase Scheme) guidelines, 1999 in the respect of Employee Stock Option plan is given in the Annexure to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning/Outgo

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable. No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

Expenditure incurred in Foreign Currency during the year Rs. 56,180/-

Director''s Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed with proper explanations relating to material departures.

ii. the directors had 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 on March 31, 2013 and of the profit of the Company for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act so as to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have approved the annual accounts on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: For and on behalf of the Board

Chatterjee International Centre

33A, J L. Nehru Road, Level 21 Naresh Pachisia

Kolkata 700 071 Managing Director

Dated: April 28, 2013


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Second Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2012.

Financial Highlights

(in Rs Lacs)

Particulars Financial Year 2011-2012 2010-2011

Total Income 2573.09 1473.11

Total Expenditure 1424.31 1269.37

Operational Profit 1148.78 203.74

Depreciation 55.18 55.13

Profit Before Tax 1093.60 148.61

Provision for Tax (including Deferred Tax Liability) 333.82 48.10

Profit After Tax 759.78 100.51

Appropriations

Transferred to General Reserve 50.00 10.00

Proposed Dividend 56.15 56.15

Tax on Proposed Dividend 9.11 9.32

Earning Per Share (Rs.) 13.53 1.79

Net Worth 2182.76 1618.75

Dividend

Your Directors take pleasure in recommending payment of a dividend of 10% (X 1 per share) for the year 2011- 12, subject to the approval of shareholders. This is in addition to the Special Dividend of 20% (X 2/- per share) paid out during the middle of the year.

Business Performance

It was a historic year for your company. SKP ideated and was the Sole Advisor to both parties in the acquisition of the Chloro Alkali Unit of Kanoria Chemicals & Industries Ltd by Aditya Birla Chemicals Ltd for X 830 Crores. Although, we have been rendering our advisory and intermediation services to various corporates over the years in several areas, this transaction heralds formal entry of your company into boutique investment banking.

Global and domestic macro economic headwinds had an adverse impact on the financial markets in India. Amidst dwindling investor interest, Equity Markets recorded lowest turnover in several years, whilst trader interest in commodity futures increased. Increasing competition and structural regulatory changes in recent years had already made business conditions quite challenging as reflected in the financial losses suffered even by leading players, some of them rationalizing operations or closing business. In this scenario, your company has performed satisfactorily.

Future Outlook

In the continued challenging environment, which may worsen, your company will consolidate its operations and rationalize costs on the one side, while expanding its base of customers, channels, products and services on the other. We shall use these difficult times to prepare ourselves for a better future. Due to a substantial fee income from a single transaction in the previous year, which may or may not get repeated, the top line and bottom line of the company may be significantly lower in the ensuing year.

Corporate Governance

Your Company has always striven to maintain the highest standards of Corporate Governance. All the stipulations set out in the Listing Agreement have been adhered to by your Directors. A Report on Corporate Governance is attached to this report as per statutory requirements. A Certificate from the Auditors of the Company, M/s. G. P. Agrawal & Co., confirming the compliance of conditions of Corporate Governance is annexed to this Report.

Auditors'' Report

All the items on which the Auditors have commented in their report are self- explanatory.

Directors

Pursuant to the provisions of section 260 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ravi Todi was appointed as an Additional Non Executive Independent Director with effect from October 29, 2011 and will hold office upto the date of the forthcoming Annual General Meeting of the Company.

Mr. G. L. Sultania, Director, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re- appointment.

Listings

The equity shares of the company are listed on The Bombay Stock Exchange Ltd.

Auditors

The Auditors, M/s G. P Agrawal & Co, Chartered Accountants, retire at the ensuing AGM and, being eligible, offer themselves for re-appointment. Certificate from the Auditors has been obtained to the effect that their re- appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies Act 1956, during the year.

Employee Stock Option Plan:

During the year none of the employees of the Company have exercised their stock options granted under the SKP ESOP PLAN 2010. The Disclosure pursuant to the provisions of Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Option Purchase Scheme) guidelines, 1999 in the respect of Employee Stock Option plan is given in the Annexure to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning/Outgo

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable. No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

Expenditure incurred in Foreign Currency during the year X 69435/-

Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are as under:

Name Designation Qualification Age Joining Date

Naresh Managing B Com 49 Since Pachisia Director CFP Incorporation

Rajesh Managing B Com (H) 45 Since Pachisia Director CFP Incorporation

Name Experience Gross Previous (Years) Remuneration Employment (Rs)

Naresh Pachisia 30 30,00,000 None

Rajesh Pachisia 28 30,00,000 None

Director’s Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed with proper explanations relating to material departures.

ii. the directors had 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 on March 31, 2012 and of the profit of the Company for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act so as to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities:

iv. the directors have approved the annual accounts on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: For and on behalf of the Board

Chatterjee International Centre

33A, J. L. Nehru Road, 21st Floor Naresh Pachisia

Kolkata 700 071 Managing Director

Dated: May 25, 2012


Mar 31, 2011

The Directors have pleasure in presenting the Twenty First Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2011.

Financial Highlights

(in Rs. Lacs) Particulars Financial Year 2010-2011 2009-2010

Total Income 1473.11 1478.88

Total Expenditure 1269.37 1114.64

Operational Profit 203.74 364.24

Depreciation 55.13 63.91

Profit Before Tax 148.61 300.33

Provision for Tax (including Deferred Tax Liability) 48.10 102.02

Profit After Tax 100.51 198.31

Appropriations

Transferred to General Reserve 10.00 40.00

Proposed Dividend 56.15 56.15

Tax on proposed Dividend 9.32 9.54

Earning Per Share (Rs.) 1.79 3.53

Net Worth 1618.75 1583.72

Dividend

Your Directors take pleasure in recommending payment of a dividend of 10 % (Re. 1 per share) for the year 2010- 11, subject to the approval of shareholders.

Business Performance

The year started on a buoyant note and accelerated further in the 3rd Quarter, fuelled by FII inflows taking the stock indices close to the previous peak. However, a multitude of negative news flow sharply brought down The markets followed by dull and range bound conditions With memories of the previous market bust fresh in their minds and influenced by negative news flow, the sharp volatility and range bound markets kept investors away from the markets or a luke warm response was witnessed. Rising interest rates kept the debt markets unattractive as well.

In this backdrop, your company has done reasonably well to maintain the topline at previous years level. Having taken a cautious approach towards growth amidst uncertain macroeconomic environment, frequent game changing regulatory changes and severe competitive pressure in a static business environment helped. Having a diversified portfolio of products and customer segments has also helped. A better performance by institutional broking, wealth advisory and distribution verticals made up for lower income in retail broking. The bottomline would have been slightly better than the previous year, but for the write off of some client receivables as bad debts.

Future Outlook

Continued high inflation, rising interest rates and range bound markets with low volumes will continue to hinder performance and growth in the short term. But we shall continue to seek opportunities to grow. A rising Indian Economy, leaving higher investible surplus in the hands of individuals and low penetration of products and service providers will continue to create good business opportunities for companies like

SKP and we shall gear to avail such opportunities, albeit cautiously. To counter the competitive forces, we shall experiment with new business models and product delivery adding more value to customers across larger geographies, making requisite investments in human resources, marketing & brand building and technology. We may also enter new but related services. We are fully geared up for availing all growth opportunities - organic or inorganic.

Corporate Governance

Your Company has always striven to maintain the highest standards of Corporate Governance. All the stipulations set out in the listing agreement have been adhered to by your Directors. A Report on Corporate Governance is attached to this report as per statutory requirements. A Certificate from the Auditors of the Company, M/s. U.S. Agarwal & Associates, confirming the compliance of conditions of Corporate Governance is annexed to this Report.

Auditors Report

All the items on which the Auditors have commented in their report are self- explanatory.

Directors

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Shri S.K. Mitra and Shri Sanjay Chamria, Directors of the company, retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment. Whilst Shri S K Mitra has offered himself for reappointment, Shri Sanjay Chamria has expressed his desire not to seek re- election because of his other pressing commitments. The Board of Directors while appreciating his difficulties, feels that the company would be deprived of his wise counsel and placed on record, its sincere appreciation of the valuable services rendered by Shri Chamria during the long years of his association with the company and wish him the best for his future endeavors.

Listings

The equity shares of the company are listed on The Bombay Stock Exchange Ltd.

Auditors

The Statutory Auditors, M/s U S Agarwal & Associates, Chartered Accountants, (Registration no. 314213E) retire at the ensuing Annual General Meeting, after a long association of 21 years with the company. M/s G.P. Agrawal & Co, Chartered Accountants (Registration no. 302082E) have expressed their willingness to act as Statutory Auditors of the company and have certified that their appointment if made will be in accordance with the limits specified in Sec 224(1B) of the Companies Act, 1956.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies Act 1956, during the year.

Employee Stock Option Plan:

Under The SKP ESOP PLAN 2010, the company has granted stock options to some of its employees and after the approval of the Remuneration Committee of the Board of Directors has approved the same. The Disclosure pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Option Purchase Scheme) Guidelines, 1999 in the respect of Employee Stock Option plan is given in the Annexure to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning/Outgo

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable. No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

Expenditure incurred in Foreign Currency during the year Rs 69,059.

Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are as under:

Name Designation Qualification Age Joining Date

Naresh Managing B Com 48 Since Pachisia Director CFP Incorporation

Rajesh Managing B Com (H) 45 Since Pachisia Director CFP Incorporation

Name Experience Gross Previous (Years) Remuneration Employment (Rs.)

Naresh 29 24,00,000 None Pachisia

Rajesh 27 24,00,000 None Pachisia

Directors Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed with proper explanations relating to material departures.

ii. the directors had 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 on March 31, 2011 and of the profit of the Company for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act so as to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have approved the annual accounts on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

For and on behalf of the Board

Naresh Pachisia Managing Director

Registered Office:

Chatterjee International Centre 33A, J. L. Nehru Road, 21st Floor Kolkata 700 071

Dated: May 21, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2010.

Financial Highlights

Financial Year

Particulars (in Rs Lacs)

2009-2010 2008-2009

Total Income 1478.88 978.04

Total Expenditure 1114.64 919.78

Operational Profit 364.24 58.26

Depreciation 63.91 53.49

Profit Before Tax 300.33 4.77

Provision for Tax

(including Deferred Tax Liability) 102.02 (3.97)

Profit After Tax 198.3T 8.74

Appropriations

Proposed Dividend 56.15 0.00

Dividend Distribution Tax 9.54 0.00

Transferred to General Reserve 40.00 0.00

Laming Per Share (Rs.) 3.53 0.16

Net Worth 1583.72 1450.70



Dividend



Your Directors take pleasure in recommending payment of a dividend of 10 % (Re. 1 per share) for the year 2009- 10, subject to the approval of shareholders.

Business Performance

From the confidence shaking sharp fall and lows of previous year, Indian Capital Markets made a handsome recovery during the year, catching almost everyone off guard. Memories of painful losses in the recent past were fresh, making investors and traders generally remain cautious during the year, resulting in low volumes, quite uncharacteristic of booming markets. Structural changes made in the mutual funds industry during the year were game changers for the mutual funds advisory and distribution business, necessitating a difficult to implement new business model.

In this backdrop, after a nightmarish previous year (2008-2009), SKP has done reasonably well during 2009-2010. The reverse gear of downsizing of operations applied in the previous year, were changed to neutral in July 2009, with cost rationalisation efforts continuing. By January 2010, forward gear was applied to resume SKPs growth initiatives, keeping an eye on profitability for shareholders interest.

Income and profitability across almost all verticals recovered. Size of broking business, encompassing equities, derivatives, currency futures and commodities futures (through subsidiary company viz. SKP Commodities Ltd), improved to about 19000 clients and over 13000 demat account holders being served from over 300 business outlets. Our equity research prowess and IT systems were enhanced to serve the clients better. Assets Under Management in mutual funds continues to be around Rs.1000 Crores, enlarging our investor base to almost 200000 investor accounts. We were also engaged in the distribution of private equity funds, bonds, fixed deposits, etc.

Future Outlook

A rising Indian economy, leaving higher investible surplus in the hands of individuals and low penetration of service providers, will continue to create good business opportunities for companies like SKP and we are gearing well to avail such opportunities, inspite of severe competition. SKP is back in growth mode albeit cautiously across products, value addition to clients, and geographies with suitable changes being made in product delivery and business models. Required investments will continue to be made in human resources, information technology and systems for more efficient business processes and superior client servicing. Special efforts will be made for brand development, marketing and communications to support all our business verticals, although this could have a negative impact on profitability in the short run. We are fully geared up for availing all growth opportunities - organic or inorganic.

Corporate Governance

Your Company has always striven to maintain the highest standards of Corporate Governance. All the stipulations set out in the listing agreement have been adhered to by your Directors. A Report on Corporate Governance is attached to this report as per statutory requirements. A Certificate from the Auditors of the Company M/s. U.S. Agarwal & Associates, confirming the compliance of conditions of Corporate Governance is annexed to this Report.

Auditors Report

All the items on which the Auditors have commented in their report are self- explanatory.

Directorate

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Mr. Kishore Bhimani, Director of the company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Listings

The equity shares of the company are listed on The Bombay Stock Exchange Ltd. The companys pending request for voluntary de-listing at Calcutta Stock Exchange (CSE) has finally been approved by CSE and the companys shares are no longer listed on CSE.

Auditors

The Auditors, M/s U S Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment as the statutory auditors of the Company pursuant to Section 224 of the Companies Act, 1956.

Fixed Deposits

Your Company did not accept any fixed deposits u/s 58A of the Companies Act 1956, during the year.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning/Outgo

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable. No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review. Expenditure incurred in Foreign Currency during the year Rs.63431.00

Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are as under:

Name Designation Qualification Age Joining Date

Naresh Managing B Com 47 Since

Pachisia Director CFP Incorporation Rajesh Managing B Com 44 Since

Pachisia Director CFP Incorporation



Name Experience Gross Previous (Years) Remuneration Employment (R.S)

Naresh Pachisia 28 1,950,000 -

Rajesh Pachisia 26 1,950,000 -



Directors Responsibility Statement



In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. in the preparation of annual accounts, all applicable accounting standards have been followed with proper explanations relating to material departures.

ii. the directors had 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 on March 31, 2010 and of the profit of the Company for the accounting year ended on that day.

iii. the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act so as to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have approved the annual accounts on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: For and on behalf of the Board

Chatterjee International Centre, Level 21

33A, Jawahar Lai Nehru Road Naresh Pachisia

Kolkata 700071, India Managing Director

Dated: April 23, 2010


Mar 31, 2009

The Directors have pleasure in presenting the Nineteenth Annual Report and Audited Accounts of SKP Securities Ltd. for the year ended March 31, 2009.

Financial Highlights

Particulars Year Ended March (in Rs Lacs) 2009 2008

Total Income 978.04 1543.57

Total Expenditure 919.78 1143.10

Operational Profit 58.26 400.47

Depreciation 53.49 20.57

Profit Before Tax 4.77 379.90

Provision for Tax (including Deferred Tax Liability) (3.97) 153.27

Profit After Tax 8.74 226.63 Appropriations

Proposed Dividend 0.00 70.19

Dividend Distribution Tax 0.00 11.93

Transferred to General Reserve 0.00 25.00

Earning Per Share (Rs.) 0.16 4.36

Net Worth 1450.70 1441.96



Dividend

Your Directors expresses regret for the companys inability to pay dividend this year due to inadequacy of profits.

Business Performance

SKPs performance should be reviewed in the backdrop of the performance of financial markets, particularly equity and debt markets. Rising to an all time high of over 21000 on the BSE Sensex in January 2008, equity markets crashed in the same month, setting in motion an interim bear phase, which, as reported last year, was not likely to go away in hurry. Infact, global events, which are of rarest of rare kind in history, accentuated it. In line with the rest of the world, Indias stock market witnessed one of its sharpest and deepest falls ever, amidst unprecedented volatility to an intraday low of below 7700. With eroding investor wealth and confidence, volumes came down to negligible levels and so did our income. Meanwhile, except for a brief period when bonds witnessed an unprecedented fast rally in the aftermath of a period when credit risk loomed large, the debt market continued to be bearish and volatile throughout the year, keeping investors away from this market except parking in money market funds.

Income across all verticals, except Depository Services, declined sharply. However, the size of business continued to grow. Inspite of a 20% fall in the overall assets under management (AUM) of the Indian Mutual Fund Industry, we maintained our AUM at the same level, just above Rs.1000 Crores in our mutual funds advisory business, enlarging our base of investor accounts to over 150,000. Size of the broking business grew to 65 institutional clients, about

15000 retail clients and 10000 demat account holders being served from over 200 outlets. We commenced Currency Futures business as a member of MCX- SX. SKP Commodities Ltd, a member of MCX and NCDEX, in which the company had 49% equity stake, has become a 100% subsidiary of the company in April 2009. Business volumes remained same as last year. We opened up an office in Delhi.

Seeing the deteriorating business conditions ahead, your company changed gears mid way in the year with a focus on downsizing of operations and cost rationalization all around. This saved the company from a negative bottomline and more competitively poised for future.

Future Outlook

SKP is currently in a consolidation phase. Being conservative has helped as all future options remain intact. As business confidence rise, which is expected to happen sooner than later, we shall get back to the growth path with innovative offerings.

Corporate Governance

Your Company has always strived to maintain the highest standards of Corporate Governance. All the stipulations set out in the Listing Agreement have been adhered to by your Directors.

A Report on Corporate Governance is attached to this report as per statutory requirements.

Certificate from the Auditors of the Company M/s. U.S. Agarwal & Associates, confirming the compliance of conditions of Corporate Governance is annexed to this Report.

Auditors Report

All the items on which the Auditors have commented in their report are self- explanatory.

Directorate

In accordance with the provisions of the Companies Act. 1956. and the Articles of Association of the company, Shri G.L. Sultania, Director of the company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Listings

The equity shares of the company are. hitherto, listed at the stock exchanges at Mumbai (BSE) and Kolkata (CSE). However, in view of consistently- negligible trading at CSE. your Directors had applied for de-listing of the companys equity shares from CSE in terms of SEBI (Delisting of Securities) Guidelines. 2003. with the shareholders approval received, at the AGM for the year 2002-2003. All the stipulated proceedings have been completed for the de-listing of the companys shares on CSE as reported in the previous four years Directors Report itself. However. the confirmation is still awaited from CSE as on date.

Auditors

The Auditors, Ms U S Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment as the statutory auditors of the Company pursuant to Section 224 of the Companies Act. 1956.

Fixed Deposits

Your Company did not accept any fixed deposits U/S 58A of the Companies Act 1956, during the year.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning/Outgo

Your Company not being a ManufacHtring Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable. No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review. Expenditure incurred in Foreign Currency during the year is Rs.43,334.00

Directors Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. in the preparation of Annual Accounts, all applicable accounting standards have been followed with proper explanations relating to material departures.

ii. the Directors had 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 on March 31, 2009 and of the profit of the Company for the accounting year ended on that day.

iii. the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provision of the Act so as to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the Annual Accounts on a going concern basis. Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, bankers, business associates and shareholders fo.- their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts" put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: For and on behalf of the Board Chatterjee International Centre 33A, J. L. Nehru Road, 21st Floor Naresh Pachisia Kolkata 700 071 Managing Director

Dated: 08th May , 2009


Mar 31, 2007

The Directors have pleasure in presenting the Seventeenth Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2007.

Financial Highlights

Particulars Year Ended March (in Rs Lacs) 2007 2006 % Change

Total Income. 1126.68 748.84 50.46 Total Expenditure 810.56 471.50 71.91 Operational Profit 316.12 277.34 13.98 Depreciation 15.11 9.37 61.26 Prof it Before Tax 301.01 267.97 12.33 Provision for Tax (including Deferred Tax Liability) 98.80 86.60 14.09 Profit After Tax 202.21 181.37 11.49 Liabilities Written Back - - - Appropriations Proposed Dividend 63.13 63.12 - Dividend Distribution Tax 8.94 8.85 - Transferred to General Reserve 25.00 10.00 150.00 Earning Per Share (Rs.) 4.00 3.59 11.42 Net Worth 1008.50 879.55 14.66

Dividend

Your Directors take pleasure in recommending payment of a Dividend of 12.50% (Rs.1.25 per share) for the year 2006-2007, subject to the approval of shareholders,

Business Performance

SKPs performance should be reviewed in the backdrop of the performance of financial markets, particularly equity and debt market. Indias stock market continued its bullish trend, backed by huge Fll and domestic investors interest, a continued robust economic growth, improved corporate performance and governance. The market indices touched historic highs, However, the volatility was so pronounced and investors at large were so clueless about the direction of the market that activities on the market were comparatively subdued. Meanwhile, the debt market continued to be bearish throughout the year as yields kept on hardening, keeping investors away from this market except for parking of short term funds.

Competition is becoming increasingly fierce too, across all the activities of the company, making margins shrink. In these circumstances, SKP has done well to live up to the confidence reposed in this report last year and has grown all its businesses reasonably well. Mutual funds advisory business has done well with assets under management having risen sharply, along with income and overall retail distribution in the East. Stock broking

business has also done well with over 50 institutional clients and over 3500 active individual clients being served through over 80 outlets. The Depository Services business has over 4100 clients.

SKP Commodities Ltd., a group company in which SKP holds 49% stake, acquired the membership of MCX. apart from NCDEX and commenced its commodities derivatives broking business. The Registered and Head Office of the company moved to much larger premises to build up infrastructural capacity to support growth. Financial, human and technological resources were also enhanced for this purpose. The new website of the company, viz. www.skpmoneywise.com is almost ready to launch internet trading and offer various other facilities for clients on the net. With quite a lot of information available on it, it is already attracting a large number of hits per day,

Amidst all this growth, operating expenses of the company have also risen sharply, affecting profitability.

Future Outlook

Capital Markets in India and all the activities that SKP is involved in are poised for a sustained growth, albeit amidst stiff competition and very low margins. To grow in such a competitive scenario, SKP is offering more client need centric and value added services to enhance competitiveness and profitability across the Eastern Region and is contemplating to move to other regions soon. Creation of branches and consolidation of business at the current branches, bringing more business partners on board, enhancing the web presence with the launch of a investing and client and business partners servicing platform on the internet and undertaking aggressive marketing strategies will be key drivers for this growth. The company may also enter into strategic alliances to grow faster. To meet the challenges of rapid growth, additional resource* of the company are being geared up and the organization structure is being re-positioned. A sharp eye will be kept on costs. All these initiatives should make SKP continue its journey on the path of growth, taking it into greater heights of size and operations over the next couple of years.

Corporate Governance

As per the listing agreement with stock exchanges, the company has complied with the requirement of corporate governance. A Report on Corporate Governance is attached to this report as per statutory requirements. In any case, SKP has always striven to adhere to the best standards of corporate governance.

Auditors Report

All the items on which the Auditors have commented in their report are self-explanatory.

Directorate

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Shri Kishore Bhimani, Director of the company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment.

Listings

The equity shares of the company were, hitherto, listed at the stock exchanges at Mumbai (BSE) and Kolkata (CSE). However, in view of consistently negligible trading at CSE and the continued listing at BSE, an Exchange having nationwide presence with trading terminals across the country, your Directors had recommend de-listing of the companys equity shares from CSE in terms of SEBI (Delisting of Securities) Guidelines, 2003, subject to approval of the shareholders. Subsequently, shareholders approval was taken at the AGM for the year 2002-2003 and stipulated proceedings have been completed for the de-listing of the companys shares on CSE as reported in the previous three years Directors Report itself. However, the confirmation is still awaited from CSE as on date.

Auditors

The Auditors, M/s U S Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company did not accept any fixed deposits during the year.

Statutory Information

a) Conservation of Energy Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable.

b) Technology Absorption

No comment is being made on technology absorption considerino the nature of activities undertaken by your Company during the period under review.

c) Foreign Exchange Earning /Outgo

Expenditure incurred in Foreign Currency during the year Rs.58542.00

d) Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are as under :-

Name Designation Qualification Age

Naresh Managing B Com 44 Pachisia Director CFP Rajesh Managing B Com 40 Pachisia Director CFP

Joining Experience Gross Previous Date (Years) Remuneration Employment (Rs)

Since 25 2400000 - Incorporation Since 22 2400000 - Incorporation

Directors Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. In the preparation of annual accounts, all applicable accounting standards have been followed and proper explanations relating to material departures, if any, have been furnished.

ii, Accounting policies as listed in Schedure 1 to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31,2007 and of the profit of the Company for the accounting year ended on that day.

Registered Office:

Chatterjee International Centre 33A, J. L. Nehru Road, 21st Floor Kolkata 700 071 Dated: April 27, 2007

iii.Proper and sufficient care for maintenance of adequate records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; iv.The annual accounts have been prepared on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, bankers, business associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

For and on behalf of the Board

Naresh Pachisia Managing Director


Mar 31, 2006

16TH DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2006

Your Directors have pleasure In presenting the Sixteenth Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2006,

Financial Highlights

Particulars Year Ended March (in Rs Lacs) 2006 2005 % Change

Total Income 748.84 556.91 34.46 Total Expenditure 465.05 348.22 33.55 Operating Profit 283.79 208.69 26.46 Interest 0.48 1.11 -56.76 Gross Profit 283.31 207.58 36.48 Depreciation 9.37 7.75 20.90 Extraordinary Items 5.97 29.08 -79.47 Profit Before Tax 267.97 170.75 56.94 Provision for Tax (including 86.60 58.41 48.26 Deferred Tax Liability & FBT) Profit After Tax 181.37 112.34 61.45 Liabilities Written Back -- 20.73 -- Appropriations Proposed Dividend 63.12 50.50 25.00 Dividend Distribution Tax 8.85 7.08 25.00 Transferred to General Reserve 10.00 10.00 0.00 Earning Per Share (Rs.) 3.59 2.22 61.71 Net Worth 879.55 770.15 14.20

Dividend

Your Directors take pleasure in recommending payment of a Dividend of 12.50% (Rs,1.25 per share) for the year 2005-2006, subject to the approval of shareholders.

Business Performance

SKP's performance should be reviewed in the backdrop of the performance of financial markets,. particularly equity and debt market. Continuing Its bullish trend from 2004-2005, India's stock market has witnessed its best ever bull run during 2005-2006, backed by huge I'll and domestic investors' interest, a continued robust economic growth, improved corporate performance and governance. The market indices touched historic highs and kept on moving upwards. As a result, there was good actlor, on the stock market as well in equity mutual funds. Meanwhile, the debt market continued to be bearish throughout the year as yields kept on hardening, keeping investors away from this market except for parking of funds.

Although the capital markets have been kind, competition is becoming Increasingly fierce too, across all the activities of the company, making margins shrink. In these circumstances, SKP has done well to live upto the confidence reposed in this report last year and has grown all Its businesses reasonably well. Stock braking business for both, institutional clients and the private client group have done well and so has the mutual fund advisory business. SKP's new retail initiatives in the Eastern Region have kicked off well with 40 retail broking outlets, Including six company-owned branches and over 3000 active clients. The company is already making its presence felt in the retail mutual funds distribution business in the East. The Depository Services business is also growing with over 2800 demot accounts.

As informed in the last report, during 2005-2006, SKID acquired the membership of BSE, acquired membership of NCDEX in SKID Commodities Ltd., a group company in which SKP holds 49% stake, launched "Moneywise", the new brand name and received the ISO 9001:2000 certification for its equity research, braking, depository services and mutual funds advisory services - the first such company in the East to have done so. Infrastructural, financial, human and technological resources of the company were enhanced to support its growth.

Future Outlook

Capital Markets In India and all the activities that SKP is involved in, are poised for a sustained growth, albeit amidst stiff competition and very low margins. To grow in such a competitive scenario, SKID Is offering more client need centric and value added services to enhance competitiveness and profitability to its traditional client segments, as well as the new retail segment, across the Eastern Region. Equity placements activity Is being enhanced for better leveraging of SKP's relationships with institutional Investors and corporates. Creation of branches, bringing franchisees and channel partners on board, enhancing the web presence with the launch of a trading and client servicing platform on the internet and undertaking aggressive marketing strategies will be key drivers for this growth. To meet the challenges of rapid growth, additional infrastructure is being continuously put in place, human, financial and technology resources of the company are being geared up and the organization structure is being re-positioned.

Most importantly, an active search Is on for strategic alliance partner(s) in whose favour we can do the much needed equity dilution (to enhance the public holding in the company from under 17% to over 25%) and raise financial resources in the process to finance the company's growth. All these initiatives should make SKP continue its journey on the path of growth, taking it Into greater heights of size and operations over the next couple of years.

Corporate Governance

As per the amended listing agreement with stock exchanges, the company has compiled with the requirement of corporate governance. A Report on Corporate Governance is attached to this report as per statutory requirements. In any case, SKP has always striven to adhere to the best standards of corporate governance.

Auditors' Report

All the items on which the Auditors have commented in their report are self-explanatory.

Directorate

In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Shri G L Sultania and Shri R L Kapur, Directors of the company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. However, Shri Kapur has expressed his' desire not to seek re-election because of his other pressing commitments. The Board of Directors, while appreciating his difficulties, feels that the company would be deprived of his wise counsel and placed on record, Its sincere appreciation of the valuable services rendered by Shri Kapur during the long years of his association with the company and wish him the best for his future endeavors.

Listings

The equity shares of the company were, hitherto, listed at the stock exchanges at Mumbai (BSE) and Kolkata (CSE). However, in view of consistently negligible trading at CSE and the continued listing at BSE, an Exchange having nationwide presence with trading terminals across the country, your Directors had recommend de-listing of the company's equity shares from CSE In terms of SEBI (Delisting of Securities) Guidelines, 2003, subject to approval of the shareholders. Subsequently, shareholders' approval was taken at the AGM for the year 2002-2003 and stipulated proceedings have been completed for the de-listing of the company's shares on CSE as reported in the previous two years' Directors' Report itself. However, the confirmation is still awaited from CSE as on date.

Auditors

The Auditors, M/s U S Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company did not accept any fixed deposits during the year.

Statutory Information

a) Conservation of Energy

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable.

b) Technology Absorption

No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

c) Foreign Exchange Earning/Outgo

Expenditure incurred in Foreign Currency during the year Rs. 52853/-

d) Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs. 24,00,000/- if employed throughout the year, or at a rate, which was in excess of Rs. 2,00,000/- per month, if employed for a part of the year.

Director's Responsibility Statement In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. In the preparation of annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures, if any, have been furnished.

ii. Accounting policies as listed in Schedulel to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31,2006 and of the profit of the Company for the accounting year ended on that day,

iii. Proper and sufficient care for maintenance of adequate records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, bankers, business associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Signed on : 22nd April, 2006


Mar 31, 2005

Your Directors have pleasure in presenting the Fifteenth Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2005.

Financial Highlights

Particulars Year Ended March (in Rs Lacs) 2005 2004 % Change

Total Income 556.91 459.49 21.20 Total Expenditure 348.22 243.93 42.75 Operating Profit 208.69 215.56 -3.19 Interest 1.11 0.05 2120.00 Gross Profit 207.58 215.51 -3.68 Depreciation 7.75 9.45 -17.99 Extraordinary Items 29.08 8.44 244.55 Profit Before Tax 170.75 197.62 -13.60 Provision for Tax (including Deferred Tax Liability) 58.41 60.92 -4.12 Profit After Tax 112.34 136.70 -17.82 Liabilities Written Back 20.73 0.00

Appropriations Proposed Dividend 50.50 50.50 Dividend Distribution Tax 7.08 6.47 Transferred to General Reserve 10.00 10.00 0.00 Earnings Per Share (Rs.) 2.22 2.71 -18.08 Net Worth 770.15 694.66 10.87

Dividend

Your Directors take pleasure in recommending payment of a Dividend of 10% (Re.1/- per share) for the year 2004-2005, subject to the approval of shareholders.

Business Performance

Since SKPs performance is linked with that of financial markets, particularly equity and debt market, it is necessary to review them before we review performance of the company as such. Equity market had opened on a weaker note in this Financial Year after heady days of 2003-2004. However, the surprising verdict in The General Elections, 2004 led to a major meltdown, with a historic fall seen on "Black Monday", May 17, 2004, pursuant to which, the market became extremely dull with volumes falling tremendously. Budget 2004, triggered a recovery and the equity markets recommenced their upward march, supported by a renewed political stability, a robust economic growth, good corporate performance and renewed Fll interest. The market indices touched historic highs before being pulled down for various reasons. Meanwhile, the debt market continued to be bearish throughout the year as yield kept on hardening.

All the business sub - activities that SKP is engaged in, are facing fierce competition. In these circumstances, SKP has done reasonably well to achieve a marginal top line growth in all the sub-activities viz. capital market, brokerage, derivatives brokerage, depository services and distribution of various financial products. However, due to increased costs and an extraordinary item of an impairment loss, profitability has been low.

Future Outlook

Capital Markets in India and all the activities that SKP is involved in, are poised for a sustained growth, albeit amidst stiff competition and very low margins. With larger players like banks in the fray, industry is poised for consolidation. SKP itself is facing fierce competition and limited size of the served market of institutions, corporates and HNIs.

To grow amidst this competition, apart from consolidating and growing its existing market segments by offering more client need centric and value added services to enhance competitiveness and profitability. SKP has devised a two pronged strategy. Enhancing its product portfolio by taking up membership of The Stock Exchange, Mumbai (BSE) and enter into commodity broking through a subsdiary and a retail and regional (East) growth strategy. Creation of branches, bringing channel partners on board and undertaking aggressive marketing strategies will be key drivers for this growth. Additional infrastructure has already been put in place, which will grow as and when required. To meet the challenges of rapid growth, human, financial and technology resources of the company are being geared up and the organization structure is being positioned for aggressive growth plans of the company, which should take SKP into a new orbit in terms of size & operations over next couple of years.

Corporate Governance

As per the amended listing agreement with the stock exchanges, the company has complied with the requirement of corporate governance. A Report on Corporate Governance is attached to this report as per statutory requirements. In any case, SKP has always striven to adhere to the best standards of corporate governance.

Auditors Report

All the items on which the Auditors have commented in their report are self-explanatory. Directorate

In accordance with the provisions of The Companies Act, 1956, and the Articles of Association of the company, Shri R R Tavergeri, Director of the company, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. However, Shri Tavargeri has expressed his desire not to seek re-election because of his other pressing commitments. The Board of Directors, while appreciating his difficulties, feels that the company would be deprived of his wise counsel. The Board of Directors wishes to place on record, its sincere appreciation of the valuable services rendered by Shri Tavargeri during the last 15 years of his association with the company and wish him the best for his future endeavours.

Listings

The equity shares of the company were, hitherto, listed at the stock exchanges at Mumbai (BSE) and Kolkata (CSE). However, in view of consistently negligible trading at CSE and the continued listing at BSE, an Exchange having nationwide presence with trading terminals across the country, your Directors had recommend de- listing of the companys equity shares from CSE in terms of SEBI (Delisting of Securities) Guidelines, 2003, subject to approval of the shareholders. Subsequently, shareholders approval was taken at the AGM for the year 2002-2003 and stipulated proceedings have been completed for the de-listing of the companys shares on CSE as reported in the previous years Directors Report itself. However, the confirmation is still awaited from CSE as on date.

Auditors

The Auditors, M/s U S Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company did not accept any fixed deposits during the year.

Statutory Information

a) Conservation of Energy

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable.

b) Technology Absorption

No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

c) Foreign Exchange Earning/Outgo

Expenditure incurred in Foreign Currency during the year Rs. 129082.

d) Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs.24,00,000/- if employed throughout the year, or at a rate, which was in excess of Rs.2,00,000/- per month, if employed for a part of the year.

Directors Responsibility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. In the preparation of annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures, if any, have been furnished.

ii. Accounting policies as listed in Schedulei to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31,2005 and of the profit of the Company for the accounting year ended on that day.

iii. Proper and sufficient care for maintenance of adequate records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, bankers, associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office:

308 Shantiniketan For and on behalf of the Board 8 Camac Street Kolkata 700 017 Naresh Pachisia Dated: April 23, 2005 Managing Director


Mar 31, 2004

To the Members, The Directors have pleasure in presenting the Fourteenth Annual Report and Audited Accounts of SKP Securities Ltd. (SKP) for the year ended March 31, 2004. Financial Highlights Particulars Year Ended March (in Rs Lacs) 2004 2003 % Change Total Income 459.49 271.97 68.95

Total Expenditure 243.93 180.06 35.47

Operational Profit 215.56 91.91 134.53

Interest 0.05 0.19 -73.68

Gross Profit 215.51 91.72 134.97

Depreciation 9.45 9.25 2.16

Extraordinary Items 8.44 18.67 -54.79

Profit Before Tax 197.62 63.8 209.75

Provision for Tax (including Deferred Tax Liability) 60.92 29.57 106.02

Profit After Tax 136.70 34.23 299.36

Appropriations

Proposed Dividend 50.50 50.50 -

Dividend Distribution Tax 6.47 6.47 -

Transferred to General Reserve 10.00 3.60 177.78

Earning Per Share (Rs.) 2.71 0.68 298.53

Net Worth 694.66 616.92 12.60 DIVIDEND The Directors take pleasure in recommending payment of a Dividend of 10% (Re.1/- per share) for the year 2003-2004, subject to the approval of shareholders. BUSINESS PERFORMANCE Backed by an all-round economic recovery, improved corporate performance, declining interest rates and FII purchases, the Indian Equity Market staged an unprecedented, sharp and smart all-round rally, with indices doubling from the lows to touch an all-time high during the year. Although, such a rally was expected for a long time, when it actually came, it caught most investors unawares. Thus, volumes could take off quite late into the rally. However, it did create a 'feel good' factor in the Indian Capital Markets. SKP too had an all-round growth in its performance during the year, taking advantage of this rally to some extent, but, and mainly due to the focused efforts made in the preceding years. We enjoyed the patronage of an increasing number of institutional clients in secondary markets. However, your company's plan to have a subsidiary company to enter into the allied field of insurance broking had to be dropped due to technical reasons, although all intentions are there to revive this plan sometime in not too distant a future. FUTURE OUTLOOK Capital Markets in India and the activities that SKP is involved in, are poised for a sustained growth, albeit amidst stiff competition and very lowmargins. With larger players like banks in the fray, industry is poised for consolidation. SKP is getting positioned accordingly. More, client need-centric, value-added services will be offered to improve the competitiveness and profitability of the company. Additional infrastructure has already been put in place, which will grow as and when required. To meet the challenges of rapid growth, the human resources of the company are being geared up and the organization is being positioned. for the aggressive growth plans of the company. CORPORATE GOVERNANCE As per the amended listing agreement with stock exchanges, the company has complied with the requirement of corporate governance. A Report on Corporate Governance is attached to this report as per statutory requirements. In any case, SKP has always striven to adhere to the best standards of corporate governance. AUDITORS' REPORT All the items on which the Auditors' have commented in their report are self-explanatory. DIRECTORATE In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Shri Jayant A Kher and Shri Kishore Bhimani, Directors of the company, retire by rotation. Being eligible, Shri Kishore Bhimani has offered himself for re-appointment. However, Mr. Jayant A Kher has expressed his desire not to seek re-election because of his other pressing commitments. The Board of Directors, while appreciating his difficulties, feels that the company would be deprived of his wise counsel. The Board of Directors wishes to place on records its sincere appreciation of the valuable services rendered by Shri Kher during the last 9 years of his association with the company. LISTINGS The equity shares of the company were, hitherto, listed at the stock exchanges at Mumbai (BSE) and Kolkata (CSE). However, in view of consistently negligible trading at CSE and the continued listing at BSE, an Exchange having nationwide presence with trading terminals across the country, your Directors had recommend delisting of the company's equity shares from CSE in terms of SEBI (Delisting of Securities) Guidelines, 2003, subject to approval of the shareholders. Subsequently, shareholders' approval was taken at the last AGM and stipulated proceedings have been completed for the de-listing of the company's shares on CSE. Their confirmation is still awaited as on date. AUDITORS The Auditors, M/s U S Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment. FIXED DEPOSITS The Company did not accept any fixed deposits during the year. STATUTORY INFORMATION a) Conservation of Energy The Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy Consumptions are not applicable. b) Technology Absorption No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review. c) Foreign Exchange Earning/Outgo Expenditure incurred in Foreign Currency during the year Rs. 26,606. d) Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs.24,00,000/- if employed throughout the year, or at a rate, which was in excess of Rs.2,00,000/- per month, if employed for a part of the year. DIRECTOR'S RESPONSIBILITY STATEMENT In accordance with the Companies (Amendment) Act, 2000, the Directors state that: i. In the preparation of annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures, if any, have been furnished. ii. Accounting policies as listed in Schedule I to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2004 and of the profit of the Company for the accounting year ended on that day. iii. Proper and sufficient care for maintenance of adequate records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; iv. The annual accounts have been prepared on a going concern basis. Acknowledgement The Board expresses its deep gratitude and thanks to the clients, bankers, associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review. For and on behalf of the Board Varesh Pachisia Rajesh Pachisia Managing Directors

Registered Office: 308 Shantiniketan 8 Camac Street Kolkata 700 017 Dated: April 24, 2004


Mar 31, 2003

Your Directors have pleasure in presenting the Thirteenth Annual Report and Audited Accounts of SKP Securities Ltd (SKP) for the year ended March 31, 2003.

Financial Highlights

Particulars Year Ended March (in Rs Lacs) 2003 2002 % Change

Total Income 271.97 191.46 42.05

Total Expenses 180.06 146.53 22.88

Operating Profit 91.91 44.93 104.56

Interest 0.19 7.77 97.55

Gross Profit 91.72 37.16 146.82

Depreciation 9.25 8.82 4.88

Extraordinary Items 18.67 0.92 1929.35

Profit Before Tax 63.80 27.42 132.68

Provision for Tax (including Deferred Tax Liability) 29.57 16.98 74.15

Profit after Tax 34.23 10.44 227.87

Appropriations

Proposed Dividend 50.50 - -

Dividend Distribution Tax 6.47 - -

Transferred to General Reserve 3.60 - -

Earnings Per Share (Rs) 0.68 0.21 223.81

Net Worth 616.92 639.66 3.56

Dividend

In view of surplus liquidity available in the company, inspite of inadequacy of profits, your Directors feel that it would be a prudent and shareholder friendly measure to distribute a part of this liquidity amongst the shareholders. As such, your Directors take pleasure in recommending payment of a Dividend of 10% (Re. 1/- per share) for the year 2002-2003, subject to the approval of shareholders. SKP will have sufficient liquidity to run its operations, even after payment of the proposed dividend.

Business Performance

Expectations of a recovery in the capital markets during 2002-2003 expressed in the previous report were belied. The Indo-Pak tensions, derailment of the disinvestment process, The Iraq War, continued global slowdown, etc. were amongst the factors, which contributed to the BSE Sensex closing the year at a low. However, we saw a mid-year rally in the markets led by mid-caps and PSU stocks and increasing levels of business confidence and growth across several sectors in the country. Amidst huge volatility, debt markets remained positive with falling interest rates. With such a negative scenario and dull times when several brokerages are closing shop, your Directors find the financial results of SKP, satisfactory. It has been made possible due to consistent focus to de-risk the companys business portfolio across diversified, yet related, activities - an effort which will continue in the ensuing year as well.

During the year, SKP has expanded its operations in Mumbai after moving into a larger premises and commencing mutual funds distribution and retail broking activities, apart from growing the mainstay institutional broking activity. Pursuant to the efforts put in the last few years, mutual funds distribution has emerged as the numero uno activity of SKP In the process, we received several recognitions from the industry during the year, mentioned elsewhere in the Annual Report. Going forward, the thrust will be more on functioning like a financial planner of the clients to cement our relationships with them with more value-addition, rather than being mere distributors, as we believe, only this strategy will drive future growth in an extremely competitive environment, apart from making an attempt for geographical expansion.

The secondary market broking business, with a turnover of over Rs. 519 Crores (Rs.285 Crores) grew marginally, mainly backed by increased business from institutional clients with increasing number of relationships. With business at the Calcutta Stock Exchange dwindling to negligible levels, an application has been made for termination of SKPs trading facilities on that Exchange and seeking refund of our margins/deposits lying with it.

Business in the Derivatives Segment has also grown, albeit only marginally. SKP has now become a Clearing and Trading Member of the Derivatives Segment of the National Stock Exchange from merely being a Trading Member. The challenge for us lies in expanding both these businesses. SKPs Equity Research Cell has also performed well, with its niche reports and successful investment recommendations finding acceptance with respect amongst our institutional and retail clients. Our challenge also lies in growing the Depository business of the company as a Depository Participant of NSDL and CDSL, the two depositories in India. Late entry into this highly competitive business has been a disadvantage resulting in a very slow growth. However, with shortening trade cycles on the secondary market, availability of this service with us is being found very useful by the secondary market clients of the Company. SKP has identified providing life insurance solutions as an integral part of the array of wealth management services that it offers. Towards this end, after gaining initial experience, your Board has now decided to make SKP Insurance Solutions (P) Ltd., a group company which has already applied to the Insurance Regulatory & Development Authority (IRDA) for a Direct broking license, its 100% owned subsidiary by making an investment of Rs.50 Lacs in the equity capital of that company (as per IRDA regulations, an insurance broker has got to be exclusively in that business only). In this manner, we shall be able to work as an advisor to our clients and provide insurance solutions to them across several companies, which fits our philosophy, rather than being seen as product pushers for any particular insurance company. Once this license is received, we expect insurance to become the next thrust area for SKP Future Outlook Although the outlook for the capital markets during 2003-2004 is not too bright, the Team SKP is geared up to take on this challenge head on and seek growth of overall business of the company with an increased marketing thrust, aided by the improved managerial practices and extensive training initiatives that have been put in place during the previous year, which will also continue in the ensuing year.

Corporate Governance

As per the amended listing agreement with stock exchanges, the company has complied with the requirement of corporate governance. A Report on Corporate Governance is attached to this report as per statutory requirements. In any case, SKP has always strived to adhere to the best standards of corporate governance.

Auditors Report

All the items on which the Auditors have commented in their report are self-explanatory. Directorate In accordance with the provisions of the Companies Act, 1956, and the Articles of Association of the company, Shri G L Sultania and Shri Ram R Tavargeri, Directors of the company, retire by rotation, and being eligible, offer themselves for re-appointment.

Listings

The equity shares of the company are now listed at the stock exchanges at Mumbai (BSE) and Kolkata (CSE). However, in view of consistently negligible trading at CSE and the continued listing at BSE, an Exchange having nationwide presence with trading terminals across the country, your Directors recommend de-listing of the companys equity shares from CSE in terms of SEBI (Delisting of Securities) Guidelines, 2003, subject to approval of the shareholders.

Auditors

The Auditors, M/s U S Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company did not accept any fixed deposits during the year. Statutory Information

a) Conservation of Energy

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable.

b) Technology absorption

No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

c) Foreign Exchange Earning/Outgo

Expenditure incurred in Foreign Currency during the year was Rs.3.18 Lac.

d) Information under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs.24,00,000/- if employed throughout the year, or at a rate, which was in excess of Rs.2,00,000/- per month, if employed for a part of the year.

Directors Responsibility Statement In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. In the preparation of annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures if any, have been furnished.

ii. Accounting policies as listed in Schedule 1 to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2003 and of the profit of the Company for the accounting year ended on that day.

iii. Proper and sufficient care for maintenance of adequate records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

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

Acknowledgement

The Board expresses its deep gratitude and thanks to the clients, bankers, associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in my the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office:

308, Shantiniketan For and on behalf of the Board 8, Camac Street Kolkata 700 017 Surender Kumar Pachisia Dated: April 26, 2003 Vice Chairman


Mar 31, 2002

Your Directors have pleasure in presenting the Twelfth Annual Report and Audited Accounts of SKP Securities Ltd (SKP) for the year ended March 31,2002.

Financial Highlights

Particulars Year Ended March (in Rs Lacs) 2002 2001

Total Income 191.46 266.74

Total Expenses 147.45 163.30

Operating Profit 44.01 103.44

Interest 7.77 17.21

Gross Profit 36.24 86.23

Depreciation 8.82 6.91

Profit Before Tax 27.42 79.32

Tax 3.53 11.50

Profit after Tax 23.89 67.82

Appropriations

Proposed Dividend — 50.50

Dividend Tax — 5.15

Transferred to General Reserve — 10.00

Earnings Per Share (Rs) 0.47 1.34

Net Worth 653.12 617.29

Dividend

A Dividend of 10% (Re. 1/- per share) was paid in the previous year. However, in view of inadequancy of profits and to retain liquidity in SKP for implementing future growth, your Directors do not recommend payment of any dividend for the year 2001-2002.

Business Performance

Expectations of a period of uncertainty during 2001-2002 was expressed in the previous report. It turned out to be an extremely crisis-prone year. The chain effect of previous years stock market crises was felt this year in the capital markets. The WTC crisis initiated another chain reaction and so did the terrorist attack on the Indian Parliament, ending the year with a depressing Budget for investors and the Gujarat Crisis. Political instability became a regular affair. All these developments had an extremely negative impact on capital markets, to which the fortunes of SKP are directly linked. The market bottomed out at a BSE Sensex level of 2600 in September 2001. The slow, but gradual, furthering of the reforms process and divestments of PSUs were the only positives, improving the market sentiments to some extent. Structural changes were initiated in the capital markets viz. rolling settlement system, a T+3 settlement schedule, commencement of futures and options trading in individual stocks, just to name a few. Amidst such drastic changes in the business environment, your Directors find the financial results of SKP satisfactory.

As indicated in the previous report, the secondary market activity remained at a low ebb during the first half of the financial year. The year was utilized to consolidate SKPs businesses and prepare it for a fresh round of growth. Kolkata operations were consolidated mid-year by merging two of SKPs offices into one, bringing all services under one roof, thereby increasing the overall efficiency of the company. The other premises was closed down, an exercise towards right-sizing of the organization was undertaken, costs reduced, management tightened, unproductive assets (including investments and traded stocks) sold, wherever possible, so that there was a better quality of capital available, improved liquidity and the unsystematic risk of the company reduced. A focused, aggressive approach was adopted to expand the business in Kolkata. Meanwhile, a Promoter-Managing Director of SKP shifted base to Mumbai to expand its operations in the financial capital of India, hitherto restricted to institutional broking. SKPs institutional clientbase has been further expanded to 33 during the year.

Although late and slower than potential and desirable levels, SKPs broking activities in the derivatives segment commenced during the period under review. As on the date of this report, your company has also applied for the Clearing Membership of NSEs Derivatives Segment. SKPs Equity Research Desk also performed well, with its niche reports and successful investment recommendations, finding acceptance with respect amongst its institutional as well as retail clientele.

SKP further consolidated its numerouno position amongst the regional distributors of mutual funds in the Eastern Region of India. During the year under consideration, it bagged the prestigious, Pru Chairmans Gold Award 2001. and Hall of Fame Award 2002 from Prudential ICICI Mutual Fund and Standard Chartered Mutual Fund respectively, for being their top distributor consistently in the Eastern Region, for being their largest regional distributor in the Eastern Region. Towards the end of the year, Birla Mutual Fund recognised SKP as its third largest regional distributor on an all India basis - largest in Eastern Region. Adopting research-based investment counseling route, providing tailor-made investment solutions to all kinds of investors, meeting their distinct investment needs and innovative concept selling efforts have provided SKP a winning edge in this activity. A useful guide on mutual fund investing, The SKP Mutual Fund Guide to Prosperity, authored by Shri Naresh Pachisia, Managing Director of the company, was published for complimentary circulation amongst investors. First of its kind in India, it was well received. To further establish SKPs conviction and commitment about the importance and usefulness of Financial Planning for all investors, your company has become a Charter Member of Association of Financial Planners (AFP), alongwith mutual funds, insurance companies, banks and other distributors of financial products. AFP will function as a promoter, regulator and certifying authority of the globally popular Certified Financial Planners (CFP) programme in India.

During the year under review, SKP commenced its operations as a Depository Participant (DP) of both the depositories in India, viz. National Securities Depository Ltd and Central Depository Services (I) Ltd. However, being a late entrant, this activity is yet to pick-up to desirable levels. But it is being found very useful by clients using our broking services.

Amidst all this restructuring efforts, and undertaking of expansion in Mumbai, SKP could not initiate its desired Internet Trading and branch expansion activities. However, preparatory work for launch of life insurance distribution services has been completed.

Future Outlook

The consolidation process having been more or less completed, we can now look towards a brighter and more exciting future full of growth for all the activities of the company. Towards this end, an organization planning and development exercise has been initiated. Aggressive, focused marketing efforts and ability to provide value-added services should result in expansion in the broking business, including derivatives broking, in Kolkata. In Mumbai, not only the institutional broking business is poised for growth with an expanded clientbase, even retail broking should kick off once we move into a larger premises. The incremental cost is relatively small. SKP is poised to win more recognitions and accolades in the distribution of mutual funds with the business as a whole also likely to expand. Depository Services is also likely to grow with a renewed thrust. Life insurance distribution business of the company is likely to kick off very soon. We shall also strive to initiate the branch network pilot project, which has been delayed due to the restructuring efforts of the company.

With the capital markets expected to be in a recovery mode during 2002-2003, and with our efforts mentioned above, you can look forward to an exciting year for your company.

Corporate Governance

As per the amended listing agreement with Stock Exchanges the Company has complied with the requirement of Corporate Governance. A report on Corporate Governance is attached to this report.

Auditors Report

All the items on which the Auditors have commented in their report are self-explanatory. Directorate

On July 25, 2001, we lost our Founder Chairman, Shri M G Damani, who passed away after a brief illness. Although, he had already resigned as a Director and Chairman of the Board of Directors on 7.8.2000, his wise counsel was always available to the Board and he was the visionary behind SKPs foundation. The Board wishes that his soul may rest in peace. The Board is still seeking to have his replacement in place as the Chairman of the company.

In accordance with the provision of the Companies Act, 1956, and the Articles of Association of the company, Shri R L Kapur and Shri Jayant A Kher, Directors of the company retire by rotation, and being eligible, offer themselves for re-appointment.

Shri Kishore Bhimani (63), noted journalist, author, TV Anchor and Consultant was appointed as an Additional Director of the Company on April 26, 2002 and he holds office upto the ensuing Annual General Meeting. Notice has been received from a member with required deposit proposing his appointment as a Director of the Company. He is a BA (Hons. Econ), Calcutta and B.Sc. Econ. (London School of Economics). Your Directors feel that with his extensive experience encompassing a wide variety of subjects, the company will be benefited with his guidance.

Auditors

The Auditors, M/s U S Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

Fixed Deposits

Your Company did not accept any fixed deposits during the year.

Statutory Information

a) Conservation of Energy

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumptions are not applicable.

b) Technology absorption

No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

c) Foreign Exchange Earning/Outgo

Expenditure incurred in Foreign Currency during the year Rs. Nil Income earned in Foreign Curreny during the year Rs.Nil.

d) Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs. 6,00,000/- if employed throughout the year, or at a rate, which was in excess of Rs.50,000/- per month, if employed for apart of the year.

Directors Responsbility Statement

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. In the preparation of annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures, if any, have been furnished.

ii. Accounting policies as listed in Schedule l to the financial statements have been selected and consistently applied and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31,2002 and of the profit of the Company for the accounting year ended on that day.

iii. Proper and sufficient care for maintenance of adequate records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

Acknowledgement

The Board expresses its deep gratitude and thanks to its valued clients, bankers, associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

For and on behalf of the Board

Kolkata 700 017 Surender Kumar Pachisia Dated : April 26, 2002 Vice Chairman


Mar 31, 2001

Your Directors have pleasure in presenting the Eleventh Annual Report and Audited Accounts for the year ended March 31st, 2001,

FINANCIAL HIGHLIGHTS

Particulars Year Ended March (in Rs. Lacs) 2001 2000

Total Income 266.74 465.94 Total Expenses 163.30 173.56 Operating Profit 103.44 292.38 Interest 17.21 30.45 Gross Profit 86.23 261.93 Depreciation 6.91 5.02 Profit Before Tax 79.32 193.66 Tax (Including for earlier year) 11.50 86.55 Profit After Tax 67.82 107.11

Appropriations

Proposed Dividend 50.50 50.50 Income Tax on Dividend 5.15 5.55 Transferred to General Reserve 10.00 0.00 Earnings Per Share (Rs.) 1.34 2.12 Net Worth 617.29 602.42

DIVIDEND

Your Directors recommend a Dividend of 10% (Re. 1.00 per share) for the year 2000-2001, same as in the previous year, subject to the approval of shareholders.

BUSINESS PERFORMANCE

Conditions in the Indian Capital Market to which your company's (SKP) fortunes are directly linked, during the year under review were in sharp contrast vis-a-vis the previous year. We witnessed a sustained bull run during 1999-2000. However, this year, right from the very first week of April 2000, the slide begun, followed by tremendous volatility witnessed throughout the year. By the end of the year, in spite of a universally hailed Union Budget, the capital market collapsed to its nadir. The climax saw huge erosion of investors' wealth and unprecedented controversies and payment crisis on the stock exchanges, even affecting the banking sector. It may be satisfying to note that SKP was not effected by the recent payment crisis on the Capital Markets, thanks to its conservative value systems and risk management systems. However, such adverse market conditions did affect SKP's performance during the year, witnessing lower income, profits and profitability as compared to the previous year.

A direct fall-out of the adverse stock market condition was the lower income from retail broking business on the secondary market. However, with an expanded client base of institutional investors, banks and mutual funds, growth was witnessed in the institutional broking business. We have created a niche for ourselves in our Equity research efforts which has found respectable acceptance even with institutional clients.

SKP made further progress in the mutual fund distribution business, maintaining its position as amongst the market leaders in the Eastern Region. Adopting research-based investment counseling route, providing tailor-made investment solutions to all kinds of investors, meeting their distinct investment needs and with innovative concept selling efforts, we have been able to earn higher income during the year in this activity, in spite of adverse conditions and rapidly growing competition.

As a result of the extremely depressing stock market conditions through out the year, Proprietory Investments suffered negatively and there was a diminution in the market value of investments and stock-in-trade. The process of trimming the investment portfolio was continued during the year under consideration and is likely to continue during the ensuing year. By the year end, these activities have been reduced substantially. Operationally, SKP is now a zero-debt company.

SKP became a Depository Participant with Central Depository Services (I) Ltd (CDSL), at the end of the year. This will not only enable SKP to add value to its secondary market brokerage operations, but is also a significant step in SKP's pursuit of providing all kinds of solutions for investors under one roof.

SKP has also become a member of the Derivatives Segment of the National Stock Exchange. However, with negligible volumes in this segment, we are yet to commence this activity. We have also received approval for Internet - Trading.

To focus only on investment and wealth management services and move out of all unrelated activities, SKP did not apply for the Renewal of its Certificate of Registration as a Merchant Banker, which expired on 31.12.2000. Thus, SKP is no more a merchant banker. Corporate Finance Syndication activity was further reduced during the year to increase focus on our core activities.

FUTURE OUTLOOK

The recent crisis in the Indian Capital Market is expected to result in it being structurally changed in a major way. Stock Exchanges are likely to be demutualised with segregation of ownership and management. With abolition of all forms of deferral systems like Badia, ALBM, etc. in the secondary market and introduction of Rolling Settlement System and Derivative Trading, we have to prepare for working in a totally new environment.

Your Directors expect a period of uncertainty for some time. As such SKP's activities on the secondary market are expected to remain at a low ebb during the first half of the year. We shall use this period to consolidate and prepare for the next round of growth. Derivatives Trading and Depository Services are expected to emerge as new business areas for the company. With a further strengthened team of investment counselors, SKP is expected to scale new heights in mutual fund distribution activity. In its pursuit of providing all wealth management solutions under one roof, SKP is also planning to commence distribution of insurance products, subject to receipt of the necessary regulatory approvals. In addition to such vertical growth efforts, SKP will also explore the possibilities of growing horizontally by offering its services through a network of branches. It is also expected to have a presence in the cyberspace during the year, an effort slowed down in the previous year due to the adverse conditions prevailing.

DEMATERIAUSATION OF COMPANY'S SHARES

Your Directors take pleasure in informing you that SKP's shares are available for Dematerialisation with both NSDL & CDSL and have been allotted ISIN NO. INE709B01016. As per SEBI's notifications, the shares of the company will be traded under compulsory Demat form with effect from 26.05.2001. The Directors recommend the members to Dematerialise their holdings in their own interest.

CORPORATE GOVERNANCE

As informed in the previous year, the company has initiated Corporate Governance as a means of effective control and enhancement of stakeholder value. During the year, two meetings of the Audit committee were held. The Audit committee also suggested the scope of work of the Internal Auditors to be carried out for the year.

AUDITORS' REPORT

All the items on which the auditors have commented in their report are self explanatory.

DIRECTORATE

Shri M G Damani, a co-founder and Chairman of the Board of Directors of SKP since its inception in 1990, resigned as the Chairman and a Director w.e.f. 7.8.2000 due to personal reasons. He is now the Chairman & Managing Director, Central Depository Services (I) Ltd. He was the visionary behind SKP's foundation and growth. Whilst appreciating his compulsion to severe ties with all capital market entities on his way to the new and more important assignment, The Board of Directors feels that SKP would be deprived of his wise counsel. It wishes to place on record its sincere appreciation of the valuable services rendered by Shri M G Damani during the last decade and wish him a great future in all respects. The Board will seek to have his replacement in place in due course of time.

Shri Arvind Agarwalla was appointed a Director in the previous year. However, being based in Singapore and having increasing commitments there, it was becoming very difficult for him to devote time to the affairs of this company. As such he has offered his resignation from the Board of Directors of SKP on personal reasons. The Board, wishes to place on record its sincere appreciation of the wise counsel offered and valuable services rendered by him during his brief tenure as a Director and wishes him all the best in his pursuits.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Shri R. R. Tavergeri and Shri G.L. Sultania, Directors of the company retire by rotation, and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors, M/s U. S. Agarwal & Associates, Chartered Accountants, retire and being eligible, offer themselves for re-appointment.

FIXED DEPOSITS

Your Company did not accept any fixed deposits during the year.

STATUTORY INFORMATION

a) Conservation of Energy

Your Company not being a Manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumption are not applicable.

b) Technology absorption

No comment is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

c) Foreign Exchange Earning/Outgo

Expenditure incurred in Foreign Currency during the year Rs. Nil

d) Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs. 6,00,000/- if employed throughout the year, or at a rate, which was in excess of Rs. 50.000/- per month, if employed for a part of the year.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

i. In the preparation of annual accounts, all applicable accounting standards have been followed and proper explanation relating to material departures, if any, have been furnished;

ii. Accounting policies as listed in the Schedulel to the financial statements have been selected and consistently applied and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2001 and of the profit of the Company for the accounting year ended on that day;

iii. Proper and sufficient care for maintenance of adequate records has been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board expresses its deep gratitude and thanks the clients, bankers, associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office : 308, Shantiniketan For and on behalf of the Board 8,Camac Street Kolkata 700017 Surender Kumar Pachisia Dated: May 20, 2001 Vice Chairman


Mar 31, 2000

Details are collected from 2001 annual report therefore Directors report for the year is not available.


Mar 31, 1999

The Directors have pleasure in presenting the Ninth Annual Report and Audited Accounts for the year ended March 31, 1999.

FINANCIAL HIGHLIGHTS

PARTICULARS Year ended March % change over (in Rs. lacs) previous year

1999 1998 Total Income 171.49 107.87 58.98 Total Expenses 80.43 69.01 16.55 Operating Profit 60.06 38.86 54.55 Interest 24.47 17.95 36.32 Gross Profit 35.59 20.91 70.21 Depreciation 5.65 5.39 4.82 Profit Before Tax 29.94 15.52 92.91 Tax (including for earlier year) 4.69 4.60 1.96 Profit After Tax 25.25 10.92 131.23 Net Worth 556.85 523.93 6.28

After writing off Bad Debt aggregating Rs. 31 Lacs.

DIVIDEND

The Directors regret to express their inability to recommend any Dividend for the year in view of inadequacy of profits for the year, for a worthwhile dividend payout. Instead, deploying the surplus available for the Company's working is considered to be a more prudent move.

BUSINESS PERFORMANCE

During the year under consideration, concerted efforts were made to expand the client-base of the company offering value added investment services as indicated in the previous Annual Report. Trading facility of NSE was extended to Ranchi and Jalpaiguri to cater to the company's clients in those two towns. The company was inducted into the panel of approved stock brokers of some more mutual funds. Trading facility has also been extended to our office at Mumbai for catering to the Mumbai-based institutional investor clients. The results of such efforts are reflected in the enhanced income from broking operations.

With an enhanced client-base, the company is now acknowledged as a market leader in Mutual Funds distribution activity in the Eastern Region. Our innovative concept-selling efforts have been well appreciated by the mutual fund industry. The publication of "The SKP Mutual Fund Book", a brief but comprehensive guide about gainful mutual fund investing has been rated as a path-breaking maiden effort in the Indian Mutual Fund industry for popularising mutual funds in India.

The company managed four Open Offers under the Takeover Code and was advisor in two other cases during the year. With these, the company has probably handled the maximum number of Takeover Code assignments amongst the Calcutta-based Merchant Bankers. However, corporate finance syndication and other related activities were at a low ebb due to the virtual collapse of the inter-corporate finance market in Calcutta. Pursuant to SEBI's revised regulations requiring separate registration (and Registration Fee), for merchant banking and portfolio management activities, the company has discontinued its portfolio management business due to non-viability.

With the sourcing of additional working capital, income from trading operations has grown. However, the interest outgo has also increased. During the year, the company issued 17-month, 17% Secured Redeemable, Non-Convertible Bonds aggregating Rs. 18.50 Lacs on a private placement basis to part finance its working capital requirements. The subtle and gradual restructuring exercise of the company's investment portfolio, which is still continuing, has resulted in higher income from investments and a better portfolio mix for the future.

FUTURE OUTLOOK

The company shall continue to make concerted and innovative efforts to increase its client-base and the number of related and value-added services that it can offer. Such efforts, made during 1998-99 are likely to convert into additional business during the current year. But for any unforeseen circumstances, the Directors are confident that the company will ride into the new millennium on a positive note.

CHANGE IN ACCOUNTING POLICY

Hitherto, the Stock-in-Trade of the company was being valued at cost. However, to adhere to a more prudent accounting norm, it has been valued at cost or market value, whichever is lower, from the year under consideration.

DIRECTORATE

Shri Surender Kumar Pachisia was re-appointed as Whole Time Director, Shri Naresh Pachisia and Shri Rajesh Pachisia were re-appointed as Managing Directors respectively during the year. Necessary resolutions for their respective re-appointments and the remuneration payable to them are proposed in the Notice convening the Annual General Meeting.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri M. G. Damani, Shri Ramesh K. Damani and Shri Jayant A. Kher Directors of the Company retire by rotation. Being eligible, Shri MG. Damani and Shri Jayant A. Kher offer themselves for re-appointment. The Directors wish to place on record their sincere appreciation for the valuable guidence provided by Shri Ramesh K. Damani and Shri Suresh K. Biyani, the Alternate Director from time to time.

AUDITORS

The Auditors M/s U S Agarwal & Associates, Chartered Accountants, retire and are eligible for re-appointment. M/s. B K Puri & Associates, Chartered Accountants continue as Internal Auditors of the Company.

FIXED DEPOSITS

The Company did not accept any fixed deposit during the year under review.

STATUTORY INFORMATION

a) Conservation of Energy

The Company not being a manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumption are not applicable.

b) Technology absorption

No comment is being made on technology absorption considering the nature of activities undertaken by the Company during the period under review.

c) Foreign Exchange Earnings/Outgo

There has been no foreign exchange earnings or outgo during the period under review.

d) Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particular of Employees) Rules, 1975 None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs. 6,00,000/-if employed throughout the year or at a rate which was in excess of Rs. 50,000/- per month, if employed for a part of the year.

Y2K COMPLIANCE

The company has taken concrete and effective steps to make its system Y2K compliant by June 30, 1999 by availing the service of expert agencies.


Mar 31, 1998

The Directors have pleasure in presenting the Eighth Annual Report and Audited Accounts for the year ended March 31, 1998.

FINANCIAL HIGHLIGHTS

Year ended March (in Rs. lacs) PARTICULARS 1998 1997

Total Income 107.87 92.76 Total Expenses 69.01 73.89 Operating Profit 38.86 18.87 Interest 17.95 11.45 Gross Profit 20.91 7.42 Depreciation 5.39 4.88 Profit Before Tax 15.52 2.54 Tax 4.60 1.49 Profit After Tax 10.92 1.05 Net Worth 523.93 512.59

DIVIDEND

The Directors regret to express their inability to recommend any Dividend for the year in view of inadequacy of profits for the year.

BUSINESS PERFORMANCE

Although marginal, our improved performance was particularly satisfying as it was achieved despite the continuing depressed state of the Indian Capital Market, to which almost all the activities of the company are related. The Primary Market turned from bad to worse and the number of scrips being traded on the secondary market came down substantially. The increase in income, profit and profitability, at a time, when there is a marked shake-out taking place in the Indian Capital Market industry, can be attributed to the various synergistic benefits arising out of the amalgamation of SKP Brokerage Ltd with the company as reported in the previous Annual Report. Concerted efforts made to increase the client base, offering more value-added services and curtailment of costs have helped.

This was the Company's first full year of operations as a member of National Stock Exchange, apart from it being a member of Calcutta Stock Exchange. On the 25th of March, 1998, a BOLT terminal of The Stock Exchange, Mumbai was also installed at our Dealing Room, making the company amongst the first brokerages in Calcutta to provide the facility of trading on three largest Exchanges viz. CSE, NSE and BSE to its clients from a single premises. During the year, the company was inducted into the panel of approved stock brokers of Unit Trust of India, General Insurance Corporation of India, other Insurance companies and several leading mutual funds. However, since most of these employments took place in the later part of the Financial Year, it had only a marginal effect on the company's performance during the year. Satisfactory progress was made in the marketing of mutual fund schemes, an activity, which has become a focus area of growth for the Company.

At a time when most Merchant Bankers are either opting out or being refused renewal, SEBI has renewed the Company's registration as a Merchant Banker (Category-1). With drying up of primary market issues of medium-sized corporates, a niche segment for the Company, this activity remained at a low ebb. The Company now intends to concentrate on mergers and acquisitions and did take up a couple of such assignments during the year. Satisfactory progress was made in the corporate finance syndication activities.

With continued investor apathy towards the capital market, the Portfolio Management activities were at a very low ebb The Company's thrust is towards Investment Advisory Services which adds value to its broking services. A subtle and gradual restructuring exercise of the Company's investment portfolio was continued to improve the quality of its constituent scrips for long term benefits without adversely effecting the current bottomline of the company. Keeping a watchful eye on the risks involved in this activity the Company was able to make satisfactory growth in income from its trading operations.

PROMISE VS PERFORMANCE

Disclosures pursuant to Clause 43 of the Listing Agreement

PARTICULARS Year ended March, 1998 (in Rs. Lacs) Projected Actuals

Total Income 299.94 107.87 Net Profit 83.34 10.92

The Directors attribute the shortfall in performance to unprecedented and abnormally prolonged depressing conditions prevailing in the capital market, to which the fortunes of the Company are directly linked.

FUTURE OUTLOOK

The installation of a new Government under the able leadership of Shri Atal Behari Vajpayee at the centre has raised hopes for political stability, good governance and the resultant economic growth in the country. Revival of the Capital Market finds a prominent place in its National Agenda. Meanwhile, the shake-out taking place in the Indian Capital Market industry is continuing. A large number of stock brokers and merchant bankers are closing shop across the country, buckling under the cumulative pressures of 16w business volumes, intense competition, substantially higher capital requirements and resultant uneconomic operations. Even the Foreign brokerages have started winding up operations.

The Company shall try to convert this adversity into an opportunity by expanding its client base. In the forthcoming year, it will focus on expanding its operations to the retail sigment, offering several value-added investment services. Trading facilities of NSE are being extended to Ranch and Jalpaiguri and at Mumbai to service the Mumbai-based institutional investors. The installation of the BOLT terminal at the Company's Calcutta Dealing Room shall provide good business opportunities. Concerted efforts shall be made in the marketing of good mutual fund schemes and other activities of the company. Administrative costs shall be kept in check.

DIRECTORATE

Shri Surender Kumar Pachisia and Shri Jayant A Kher were appointed as additional directors during the year. Necessary resolutions for their appointment as rotational directors are proposed in the Notice convening the Annual General Meeting.

In accordance with the provisions of the Companies Act, 19út?) and the Articles of Association of the Company, Shri G. L. Sultania, Shri R. L. Kapur and Shri S. G. Vaidya, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors M/s. U. S. Agarwal & Associates, Chartered Accountants, retire and are eligible for re-appointment. M/s. B. K. Puri & Associates, Chartered Accountants continue as Internal Auditors of the Company.

FIXED DEPOSITS

The Company did not accept any fixed deposit during the year under review.

STATUTORY INFORMATION

i. Conservation of Energy

The Company not being a manufacturing Company, the provisions relating to measures for conservation of energy and reduction of energy consumption are not applicable.

ii. Technology Absorption

No comment is being made on technology absorption considering the nature of activities undertaken by the Company during the period under review.

iii.Foreign Exchange Earnings/Outgo

There has been no foreign exchange earnings or outgo during the period under review.

iv. Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs. 3,00,000/- if employed throughout the year or at a rate which was in excess of Rs. 25,000/- per month, if employed for a part of the year.


Mar 31, 1997

To the Members,

Your Directors have pleasure in presenting the Seventh Annual Report and Audited Accounts for the year ended March 31, 1997. Procedural compliance consequent upon amalgamation of two companies consume a lot of time and hence, this delay.

AMALGAMATION OF SKP BROKERAGE LTD.

The Scheme of Amalgamation of SKP Brokerage Ltd., a group company, which was a member of National Stock Exchange of India Ltd. (NSE) and The Calcutta Stock Exchange Association Ltd. (CSE), with the Company with effect from 1st April, 1996, was approved by the shareholders of both the companies at their respective Extra Ordinary General Meetings held on 11th April, 1997. The Hon'ble High Court at Calcutta sanctioned the Scheme of Amalgamation on 24th November, 1997. A certified copy of the order of the Hon'ble High Court has been filed with the Registrar of Companies, West Bengal on 29th December, 1997, making the amalgamation effective.

Accordingly, SKP Brokerage Ltd. now stands merged with your Company. Consequently, the figures for the current year are not comparable with the figures of the Company for the previous year ended 31st March, 1996.

As discussed at the Extraordinary General Meeting, this amalgamation will lead to complimentary linkages, consequent business, financial, marketing and administrative synergy benefits, a stronger capital base which is essential for any business activity in the capital market and economies of scale to accelerate profitable growth.

FINANCIAL HIGHLIGHTS

PARTICULARS Year ended March (in Rs. lacs)

1997 1996

Total Income 92.75 61.92 Total Expenses 72.86 40.17 Interest 11.45 - Depreciation 4.88 2.57 Profit Before Tax 2.53 18.25 Tax 1.49 3.07 Profit After Tax 1.04 15.17 Net Worth 512.59 304.58

DIVIDEND

Your Directors regret to express their inability to recommend any Dividend for the year in view of inadequacy of profits for the year.

BUSINESS PERFORMANCE

Industry Review : As apprehended in our previous years' report. Indian Capital Market continued its downward journey with the setting in of a marked industrial slowdown. With confidence at its lowest ebb, Indian investors shunned the market. This was evidently reflected in even strong companies being quoted at absurdly low prices and volumes drying up in all stocks except the pivotals. Whatever hopes were raised by the `Dream Budget' for the year 1997-1998 were nipped in the bud by adverse political developments in end-March 1997. The situation was no different in the primary market with a drought of quality offerings.

Impact on the Company : In line with our apprehensions expressed last year, this continued sluggishness in the capital market had an adverse impact on the performance of your Company, as almost all its activities are related to the capital market.

Stock Broking : This was your Company's first full year of operations as a member of CSE. In June 1996, your Company commenced its operations as a member of NSE also. Apart from rendering stock broking services to individual investors, your Company was empanelled by a few institutional investors and mutual funds. However, due to investor apathy towards the capital market, this activity too remained at a low ebb.

Merchant Banking & Corporate Finance : No issue management assignments were taken up and underwriting commitments made by the Merchant Banking Group during the year. However, it made considerable progress in corporate finance syndication activities. A beginning was made in the marketing of mutual fund schemes.

Portfolio Managent & Investment Advisory Services : With continued investor apathy towards the capital market, the Portfolio Management activities were at a low ebb. However, your Company's thrust towards Investment Advisory Services, met with some success This activity, by adding value to our services, also aid the stock broking business of the company.

Proprietory Investments : In line with the overall market conditions, the value of the company's Proprietory Investments declined further during the year and, the Company incurred its maiden loss under this head. However, a subtle and gradual restructuring exercise of the Company's investment portfolio was undertaken to improve the quality of its constituent scrips for long term benefits without adversely effecting the current bottomline of the company.

Trading Operations: Keeping a watchful eye on the risks involved in this activity, your Company was able to make satisfactory income in its trading operations.

Leasing : The Company's focus being on fee-based activities related to the capital market and a ban on stock brokers and merchant hankers to carry on any fund-based activity, your Company has stopped this activity.

Financial Performance : Although the Total Income of your Company went up by 50% from Rs. 61.92 Lacs to Rs. 92.75 Lacs, pursuant to the amalgamation of the activities of SKP Brokerage Ltd. with the company, the profits and profitability came down substantially due to increase in administrative and finance costs. These included the costs related to the start-up of company's operations on the NSE and on C-STAR, the computerised trading system of the CSE. Overall, given the prevailing conditions, your Directors feel that the Company has performed satisfactorily for not incurring a loss.

PROMISE VS PERFORMANCE

Disclosures pursuant to Clause 43 of the Listing Agreement

PARTICULARS Year ended March (in Rs. Lacs)

Projected Actuals

Total Income 205.22 92.75 Net Profit 51.81 1.04

Your Directors attribute the shortfall in performance to unprecedented and abnormally prolonged depressing conditions prevailing in the capital market, to which the fortunes of your Company are directly linked.

FUTURE OUTLOOK

The Capital Market scenario in India continues to be bad with a crisis of confidence prevailing amongst investors. A mid-1997 rally, in which only the top-of-the-line stocks participated, was short-lived Infact, the number of scrips traded daily on the Indian bourses has come down considerably during the year. In the absence of growth in demand, the industry slowdown continues. The meltdown of the South East Asian Markets which are yet to come out of the turmoil, has put considerable pressure on our country as well. Matters are likely to improve with a possible installation of a stable Government at the Centre. We can only keep our fingers crossed.

There is a marked shakeout taking place in the Indian Capital Market industry. A large number of stock brokers and merchant bankers are corporatising, merging, forming alliances with others or, simply, closing shop, across the country, buckling under the cumulative pressures of low business volumes, intense competition, substantially higher capital requirements and increased cost of operations.

In this scenario, your Company shall lay stress on expanding its retail, corporate and institutional investor client base for all its activities, offer more value-added services and curtail costs to the maximum possible. The amalgamation has made your company a stronger entity, particularly with the inclusion of the stock broking activities which is the core competency of its Promoters. In addition, a higher capital base with marketing and operational synergy benefits and econimies of scale, your Company is well poised to not only sustain the shakeout in the industry, but also to make the best out of a future boom.

SHARE CAPITAL

As provided in the Scheme of Amalgamation of SKP Brokerage Ltd (SBL) with your Company, one share of your Company shall be allotted against every share of SBL. 7,00,000 Equity Shares of your Company held by SBL stand cancelled Therefore, now the Equity Capital of your Company is Rs. 5.05 Crores.

DIRECTORATE

Shri M. G. Damani, Shri R. R. Tavargeri and Shri Naresh Pachisia, Directors of the Company retired by rotation at the Annual General Meeting of the Company held on 27th December 1997, and being eligible, were reappointed.

Pursuant to the amalgaation of SKP Brokerage Ltd. with the Company, on 29th December 1997,two of its Directors, Shri Surender Kumar Pachisia and Shri Jayant A Kher, were appointed as Additional Directors. On the same day. Shri Naresh Pachisia relinquished the office of the Vice Chairman and was appointed as the Managing Director of the company for a period of one year without any remuneration. Shri Rajesh Pachisia, Director of the Company was also appointed as a Managing Director of the Company for a period of one year without any remuneration. Shri Surender Kumer Pachisia was appointed as a Wholetime Director for a period of one year without any remuneration and designated as the Vice Chairman of the Board of Directors.

AUDITORS

The Auditors M/s. U. S. Agarwal & Associates, Chartered Accountants, retire and are eligible for reappointment.

M/s. B. K. Pun & Associates, Chartered Accountants continue as Internal Auditors of the Company.

FIXED DEPOSITS

Your Company did not accept any fixed deposit during the year under review.

STATUTORY INFORMATION

a) Conservation of Energy

Your Company not being a manufacturing Company, has not consumed energy of significant level. Accordingly, no measures were necessary for energy conservation and no additional investment was required for reduction for energy consumption.

b) Technology Absorption

No comments is being made on technology absorption considering the nature of activities undertaken by your Company during the period under review.

c) Foreign Exchange Earnings/Outgo

There has been no foreign exchange earnings or outgo during the period under review.

d) Information under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975

None of the employees of the Company was in receipt of remuneration in the aggregate which was in excess of Rs. 3,00,000/- if employed throughout the year or at a rate which was in excess of Rs. 25,000/- per month, if employed for a part of the year.

ACKNOWLEDGEMENT

The Board expressed its deep gratitude and thanks to it's clients, bankers, associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly want to place on record their sincere appreciation for the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did in a very difficult year like the one under review.

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