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Directors Report of SKP Securities Ltd.

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, 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

 
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