Mar 31, 2018
To The Members,
The Directors have pleasure in presenting the Twenty Eighth Annual Report of SKP Securities Limited (âSKPâ) 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 yearsâ 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 âfinancialisation of domestic savingsâ in India in the aftermath of âDemonetizationâ.
In this backdrop, your Directors express their satisfaction in reporting that your Companyâs 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 âGo Green Initiativeâ in Eastern India by National Depository Services Limited (NSDL). It was also nominated for âCNBC TV18 Best Regional Financial Advisor Award (East) 2017â.
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 companyâs future plans, while your Directors are confident about the companyâs growth in the medium to long term, they are cautiously optimistic for your companyâs performance during the ensuing year.
STATE OF THE COMPANYâS 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 (âListing Regulationsâ), which is annexed and marked as âAnnexure Aâ 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 (âthe Actâ). 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 âAnnexure Bâ 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 âAnnexure Câ to this Report.
INDEPENDENT DIRECTORSâ 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 âFamiliarization Programme for Independent Directorsâ are provided in the Corporate Governance Report and are also available on the Companyâs 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 Boardâs 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 âAnnexure Câ to this report.
AUDITORSâ 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 âDiamond Prestigeâ 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 âAnnexure Dâ. 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 âAnnexure Eâ 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 Companyâs website www.skpsecurities.com
All transaction entered into with related parties during the year was in the ordinary course of business and on armâs 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 âAnnexure Fâ 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 Companyâs 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 Companyâs 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 âAnnexure Gâ 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 âAnnexure Hâ to this report.
DIRECTORâS 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 Companyâs 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 Companyâs 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 âanti-globalizationâ environment, wanting to protect their industry and jobs. This is not helping already tense geo-political environment. Domestically, we have witnessed massive events like âsurgical strikeâ and âdemonetizationâ 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 RBIâs 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 Companyâs 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 COMPANYâS 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 âAâ.
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 Companyâs subsidiaries is annexed herewith and marked as Annexure âBâ 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 âCâ, âDâ, âEâ and âFâ 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 âGâ.
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 âFamiliarization Programme for Independent Directorsâ has been given in the Corporate Governance Report is annexed herewith and marked as Annexure âBâ
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 âBâ.
auditors and auditorsâ 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 Auditorsâ 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 âHâ to the Boardâs 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 âiâ.
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 armâs 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 âJ â 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 Companyâs 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 âKâ.
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 Companyâs 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 âLâ.
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 Companyâs 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
DirectorÂs 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.