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Notes to Accounts of SKP Securities Ltd.

Mar 31, 2018

1. Company Overview

SKP Securities Limited (‘the Company’) incorporated on 18th May, 1990, is a Public Limited Company domiciled in India and has its registered office at Chatterjee International Centre, Level 21, 33A, Jawaharlal Nehru Road, Kolkata - 700 071. Its shares are listed on BSE Ltd.

The Company is engaged in the business of providing stock broking services, depository services, distribution of mutual funds and wealth advisory services.

The Company is registered with Securities and Exchange Board of India (SEBI) as a member ofNational Stock Exchange of India Limited (NSE), BSE Ltd., National Securities Depository Limited (NSDL), Central Depository Services (India) Ltd. (CDSL) and as Research Analysts. It is also registered with Association of Mutual Fund of India (AMFI).

The financial statements for the year ended 31st March, 2018 were approved for issue by the Board of Directors on 5th May, 2018.

NOTE NO. 2. CRITICAL ACCOUNTING ESTIMATES

(i) Estimation of Defined benefit obligations

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each financial year end.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans, the actuary considers the interest rates of government bonds.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

(ii) Provisions and Contingent Liabilities

The Company has ongoing litigations with various regulatory authorities and third parties. Where an outflow of funds is believed to be probable and a reliable estimate of the outcome of the dispute can be made based on management’s assessment of specific circumstances of each dispute and relevant external advice, management provides for its best estimate of the liability. Such accruals are by nature complex and can take number of years to resolve and can involve estimation uncertainty. Information about such litigations is provided in notes to the financial statements.

(c) The Company has only one class of shares referred to as equity shares having a par value of Rs. 10/-. The holders of equity shares are entitled to receive dividend as declared from time to time and are entitled to one vote per share.

(d) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company in proportion to the number of equity shares held by them, after distribution of all preferential dues. However, no such preferential dues exists currently.

(e) The Company declares and pays dividend in Indian Rupees. The holders of equity shares are entitled to receive dividend as declared from time to time and are entitled to one vote per share.

(f) “Pursuant to the approval of the Board of Directors on 20th April, 2017, and shareholders by way of Postal Ballot on 13th June, 2017, the Company made a Public Announcement on 15th June, 2017 and Post Buyback Announcement on 14th September, 2017 for Buyback of upto 12,15,600 fully paid-up equity shares of face value of Rs. 10/- each from all the equity shareholders of the Company as at the Record Date, on a proportionate basis, through the Tender Offer route through Stock Exchange Mechanism, subject to compliance with the provisions of Sections 68, 69, 70 and other applicable provisions, if any, of the Companies Act, 2013 (as amended) (“the Act”), the Companies (Share Capital and Debentures) Rules, 2014 (as amended) to the extent applicable, and in compliance with Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (as amended) (the “Buyback Regulations”), at the buyback price of Rs. 51/- per equity share payable in cash, for an aggregate maximum amount of Rs. 619.95 lacs representing 24.98% of the fully paid-up equity share capital and free reserves as per the audited accounts of the Company for the financial year ended on 31st March, 2017 (the last audited financial statements available as at the date of the meeting of Board of Directors approving the Buyback). The Company has concluded the buy-back offer and in compliance with Regulation 12 of the Buyback Regulations has extinguished 12,15,600 equity shares of Rs. 10/- each from the paid up equity share capital on 19th September, 2017.

This has resulted in total cash outflow of Rs. 619.95 lacs which has been utilized from General Reserve (Rs. 121.56 lacs) and Retained Earnings (Rs. 498.39 lacs) pursuant to requirements of the Act. Further, Capital Redemption Reserve of Rs. 121.56 lacs representing the nominal value of the equity shares bought back has been created out of retained earning account. Consequent to such buyback, equity share capital has been reduced by Rs. 121.56 lacs.

(i) The aggregate number of equity shares bought back in immediately preceding last five years ended on 31st March, 2018 - 12,15,600 equity shares (Previous period of five years ended on 31st March, 2017 - Nil equity share).

(j) Details of shares reserved for issuance:

The Company has reserved for issue Nil (31st March, 2017 -Nil and 1st April, 2016 - 48,000) equity shares of par value Rs. 10/- each at a premium of Rs. 19/- each for offering to the eligible employees of the Company under SKP ESOP Plan 2010. During the year ended 31st March, 2017, all employees holding options under SKP ESOP Plan 2010 had surrendered their rights of excersing the options. Hence, there were no Options outstanding/exercisable as at the end of the year (31st March, 2017 - Nil and 1st April, 2016 - 48,000).

a) Nature of Security

i) The Term loan against Property is secured by way of mortgage of office at Mumbai. The loan carries interest at the rate of 11.35% p.a.

ii) The vehicle loans are secured by way of hypothecation of vehicle purchased. The loan carries interest at the rate of 9.35% p.a.and 8% p.a.

NOTE NO: 3 OTHER DISCLOSURES

1. Contingent liabilities and commitments (to the extent not provided for)

The amounts shown in (I) above represent the best possible estimates arrived at on the basis of available information. Uuncertainties and timing of cash flows are dependent on outcome of different legal processes which have been invoked by the Company or the claimants, as the case may be and, therefore, cannot be estimated accurately. The Company does not expect any reimbursement in respect of above contingent liabilities.

In the opinion of the management, no provision is considered necessary for the disputes mentioned above on the ground that there are fair chances of successful outcome of the appeals.

2. The company has not received any memorandum (as required to be filed by the suppliers with the notified authority under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31 March 2018 as micro, small and medium enterprises. Consequently, the amount due to micro and small enterprises as per requirement of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 is Nil (31st March 2017 - Nil and 1st April 2016 - Nil).

3. The Company entered into a Share Purchase Agreement on 12th September, 2017 inter-alia with Mr. Naresh Pachisia, Mr. Nikunj Pachisia, Mrs Manju Pachisia and Mr. Vaibhav Pachisia for sale of its entire shareholding of 100% in SKP Commodities Ltd. consisting of 10,00,000 equity shares of Rs. 10/- each. Pursuant to the said agreement, SKP Commodities Ltd. has ceased to be the subsidiary of the Company w.e.f. 30th Septemebr, 2017. (Refer note no 29(7)).

4. Employee Benefits:

As per Indian Accounting Standard - 19 “ Employee Benefits”, the disclosures of Employee Benefits are as follows:

a) Defined Contribution Plan:

The Company has no legal and constructive obligation to pay or make any contribution towards provident fund and ESIC for employees as the salaries of employees are above the statutory limit. However, the company makes contribution of Administrative charges for maintaining provident fund account.

b) Defined Benefit Plans:

i) Description of Plans

The Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the said Act, an employee who has completed five years of service is entitled to specific benefit. The Gratuity Plan provides a lumpsum payment to employees at retirement, death, incapacitation or termination of employment. The level of benefits provided depends on the member’s length of service and salary at retirement age etc.

Gratuity Benefits are funded in nature. The company has opted for a Group Gratuity cum Life Assurance Scheme of Aditya Birla Sun Life Insurance Company Limited. The liabilities arising in the defined benefit schemes are determined in accordance with the advice of independent, professionally qualified actuaries, using the projected unit credit method at the year end.

The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss and the funded status and amounts recognised in the Balance Sheet for the said plan:

iii) Risks related to defined benefit plans:

The main risks to which the Company is exposed in relation to operating defined benefit plans are

i) Investment risk: As the plan assets include significant investment in units of mutual funds, the company is exposed to risk of impacts arising changes in Net Asset Value of mutual funds.

ii) Mortality risk: The assumptions adopted by the Company make allowances for future improvements in life expectancy. However, if life expectancy improves at a faster rate than assumed, this would result in greater payments from the plans and consequently increase in the plan’s liabilities. In order to minimise this risk, mortality assumptions are reviewed on a regular basis.

iii) Interest Rate Risk: The present value of Defined Benefit Plans liability is determined using the discount rate based on the market yields prevailing at the end of reporting period on Government bonds. A decrease in yields will increase the fund liabilities and vice-versa.

iv) Salary cost inflation risk: The present value of the defined benefit plan liability is calculated with reference to the future salaries of participants under the Plan. Increase in salary due to adverse inflationary pressures might lead to higher liabilities.

iv) Asset - liability management and funding arrangements

The trustees are responsible for determining the investment strategy of plan assets. The overall investment policy and strategy for Company’s funded defined benefit plan is guided by the objective of achieving an investment return which, together with the contribution paid is sufficient to maintain reasonable control over various funding risks of the plan.

v) Other disclosures:

i) The following are the assumptions used to determine the benefit obligation

a) Discount rate: The yield of government bonds are considered as the discount rate. The tenure has been considered taking into account the past long term trend of employees’ average remaining service life which reflects the average estimated term of the post -employment benefit obligations.

b) Rate of escalation in salary : The estimates of rate of escalation in salary, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

c) Rate of return on plan assets: Rate of return for the year was the average yield of the portfolio in which Company’s plan assets are invested over a tenure equivalent to the entire life of the related obligation.

d) Attrition rate : Attrition rate considered is the management’s estimate based on the past long- term trend of employee turnover in the Company.

ii) The Gratuity and Provident Fund expenses have been recognised under “ Contribution to Provident and Other Funds” under “ Salaries and Allowances” under Note No. 22.

5. Operating Segment information

The Company is primarily engaged in a single buisness segment of Broking & Dealing in Securities and related services. All the activities of the company revolves around the main business. As such there are no separate reportable segments as per Ind AS - 108 “Operating Segment”.

The Company earns its entire “revenue from external customers” in India being Company’s country of domicile. All the assets are located in India. During the year revenue from one customer amounted to more than 10% of the total revenue amounting to Rs. 190 lakh (31st March 2017 - Nil).

6. Employee Stock Option

The Employee Stock Option Scheme (SKP ESOP Plan 2010) of the Company was formulated by the Board of Directors of the Company and approved in its meeting held on 23rd April, 2010, and by the shareholders at the Annual General Meeting of the Company held on 31st July, 2010 and in accordance with the Employee Stock Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999 read with the the SEBI (Share Based Employee Benefits) Regulations, 2014.

Employees covered under the Employee stock option scheme are granted an option to purchase equity shares of the Company at the exercise price of Rs. 29/- which was marginally above the market price of Rs. 27.10 as on the date of grant of options. Under the said Scheme, Options granted have vesting period of one to three years and exercise period of maximum five years

The Company had granted 1,00,000 options to its employees under the SKP ESOP PLAN, 2010. 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 1st April, 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 (31st March, 2017 Nil and 1st April, 2016- 48,000) outstanding as at the end of the Financial Year.

There were no modifications to the terms of SKP ESOP PLAN, 2010 either in the current year or in the previous years.

7. Related party disclosures:

a) Name of the related parties and description of relationship :

i) Subsidiary Company : SKP Commodities Limited. (Ceased to be subsidiary w.e.f. 30.09.2017) (Control exists) : SKP Insurance Advisors Private. Limited.

ii) Key Managerial Personnel : Naresh Pachisia, Managing Director (KMP) : Nikunj Pachisia, Director

iii) Other related parties

Close members of KMP

Naresh Pachisia : Manju Pachisia (Wife)

: Nikunj Pachisia (Son)

: Kanupriya Pachisia (Son’s wife)

: Vaibhav Pachisia (Son)

Significant influence entities : Naresh Pachisia & Sons (HUF)

: Nikunj Pachisia (HUF)

: SKP Commodities Limited (From 30.09.2017)

d) The transactions with related parties have been entered at an amount which are not materially different from those on normal commercial terms.

e) The Company had traded in commodities, with an objective to earn arbitrage income, on National Spot Exchange Ltd (NSEL) through SKP Commodities Ltd., a subsidiary of the Company, during 2013-14. NSEL has not been able to adhere to its payment obligation and a sum of Rs. 44.33 lacs has been receivable from NSEL through SKP Commodities Limited since 2013-14. Recovery proceedings from NSEL are in process by various Government and Enforcement agencies. The Company is timely submitting all data and information when sought and as required by these agencies. Since more than 3 years had passed and there was no visibility of any recovery, the Company, without prejudice to its right of recovery of money from NSEL through SKP Commodities Limited, had declared Rs. 44.33 lacs as Bad Debt during the year 2016-17 and written off this amount as a receivable as a prudent accounting norm.

f) The remuneration of Directors is determined by the Nomination and Remuneration Committee of the Board of Directors considering the performance of individuals and market trends.

g) Figures in brackets pertain to previous year.

8. Disclosure under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

There are no transactions which are required to be disclosed under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. Details of Loans, guarantee and Investments covered under section 186 (4) of the Companies Act, 2013:

The particulars of Investments made are given under “Non - current investments” and “Current investments” in Note No. 5.

There is no loan and gurantee given.

10. Lease disclosure Operating lease taken

The Company’s significant leasing arrangements is in respect of operating leases for office premises. These leasing arrangements which are cancellable at the option of the Company range between 11 months and 9 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as ‘Rent’ under Note 25.

With regard to certain other these operating leases for premises, the future minimum rentals are as follows:

B. Fair value hierarchy

The fair value of the financial assets and financial liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Fair value of cash and cash equivalents, other bank balances, trade and other receivables, loans and other current financial assets, short term borrowings from banks and financial institutions, trade and other payables and other current financial liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature.

Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using adjusted net asset value method Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

The fair value of investment in mutual funds has been determined based on quotes from mutual funds/ Asset management companies during the year.

There has been no change in the valuation methodology for Level 3 inputs during the year. The Company has not classified any material financial instruments under Level 3 of the fair value hierarchy. There were no transfers between Level 1 and Level 2

The following tables provide the fair value hierarchy of the Company’s assets and liabilities measured at fair value on a recurring basis:

11. Financial risk management objectives and policies

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Chief Financial Officers has overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

(a) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under financial instrument or a customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily trade receivable and security deposit with exchanges and from its financing activities including deposits placed with bank and financial institutions and other financial instruments/assets.

Credit risk from balances with bank and other financial instrument is mananged in accordance with company’s policies according to which Surplus funds are parked only in approved invesment categories with well defined limits. Investment category is periodically reviewed by the Board of Directors of the Company.

Credit risk arising from short term liquid funds, other balances with banks and other cash equivalents is limited and no collaterals are held against these because the counterparties are banks and recognised financial institutions with high credit ratings assigned by credit rating agencies

Other financial assets measured at amortized cost includes loans to employees, security deposits and others. Credit risk related to these financial assets are managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system is in place to ensure that the amounts are within defined limits.

Customer credit risk is managed as per company’s established policy, procedure and control related to credit risk management. Credit quality of the a customer is assessed based on his previous trackrecord and funds & securities held by him in his account and individual credt limit is defined according to this assessment. Outstanding customer receivables are regularly monitored.An impairment analysis is performed at each balance sheet date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. Assets are written off when there is no reasonable expectation of recovery. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss. The maximum exposure to credit risk at the balance sheet date is the carrying value of each class of financial assets disclosed under Note No. 9.

The Company assesses and manages credit risk of financial assets on the basis of assumptions, inputs and factors specific to the class of financial assets. The Company provides for expected credit loss on Cash and cash equivalents, other bank balances, investments, loans, trade receivables and other financial assets based on 12 months expected credit loss/life time expected credit loss/ fully provided for. Life time expected credit loss is provided for trade receivables.

(b) Liquidity risk

Liquidity risk is defined as the risk that the company will not be able to settle or meet its obligation on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

The tables below summarises the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities.

(c) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market prices. Market rate risk comprises of currency risk, interest rate risk and other price risk such as equity price risk and commodity risk.

Foreign currency risk

Foreign currency risk is the risk of impact related to fair value of future cash flows of an exposure in foreign currency, which fluctuate due to change in foreign currency rate. The Company has no international transactions and is not exposed to foreign exchange risk.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market interest rate.

i) Liabilities

The Company’s fixed rate borrowings are carried at amortised cost. They are, therefore, not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

The Company has no variable rate borrowings.

ii) Assets

The company’s fixed deposits, interest bearing security deposits and loans are carried at fixed rate. They are therefore, not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.

Price risk

Price risk is the risk that the fair value of financial instrument will fluctuate due to change in market traded price.

The Company’s exposure to price risk arises from investments held and classified as FVTPL. To manage the price risk arising from investments in mutual funds, the Company diversifies its portfolio of assets.

12. Capital Management

(a) Risk management

For the purpose ofthe Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity share-holders of the Company. The Company’s objective when managing capital is to safeguard its ability to continue as a going concern so that it can continue to provide returns to shareholders and other stake holders and maintain an optimal capital structure to reduce the cost of Capital.

The Company manages its capital structure and makes adjustments in light of changes in the financial condition and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders (buy back its shares) or issue new shares.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. The Company has complied with these covenants.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31st March, 2018 and 31st March, 2017.

13. First-time Adoption of Ind AS

(i) These financial statements, for the year ended 31st March, 2018, are the first financial statements, the Company has prepared in accordance with Ind AS.

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ended 31st March, 2018, together with the comparative figures for the year ended 31st March, 2017, as described in the summary of significant accounting policies [Refer Note No.2-3].

The Company has prepared the opening Balance Sheet as per Ind AS as of 1st April, 2016 (the transition date) by:

a. recognising all assets and liabilities whose recognition is required by Ind AS,

b. not recognising items of assets or liabilities which are not permitted by Ind AS,

c. reclassifying items from previous Generally Accepted Accounting Principles (GAAP) to Ind AS as required under Ind AS, and

d. applying Ind AS in measurement of recognised assets and liabilities.

(ii) A. Reconciliation of total comprehensive income for the year ended 31st March, 2017 is summarised as follows:

B. Reconciliation of equity as reported under previous GAAP is summarized as follows:

(iii) Ind AS 101 mandates certain exceptions and allows first-time adopters exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions in the financial statements:

a) “Property, Plant and Equipment were carried in the Balance Sheet prepared in accordance with previous GAAP on 31st March, 2016. Under Ind AS, the Company has elected to regard such carrying values as deemed cost at the date of transition.”

b) The Company has applied Appendix C of Ind AS 17 (Leases) - ‘Determining whether an Arrangement contains a Lease’ to determine whether an arrangement existing at the transition date contains a lease on the basis of facts and circumstances existing at that date.

c) “Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for Impairment of financial assets based on expected credit loss model in accordance with Ind AS at the date of transition as these were not required under previous GAAP

(iv) In addition to the above, the principal adjustments made by the Company in restating its previous GAAP financial statements, including the Balance Sheet as at 1st April, 2016 and the financial statements as at and for the year ended 31st March, 2017 are detailed below:

a) Under the previous GAAP, transaction costs incurred in connection with borrowings were accounted upfront and charged to Statement of Profit and Loss for the period in which such transaction costs was incurred.

Under Ind AS transaction costs incurred towards origination of borrowings has been deducted from the carrying amount of borrowings on initial recognition. These costs are recognized in profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method.

b) Under Previous GAAP, long term investments were carried at cost less provision for diminution recorded to recognise any decline, other than temporary,in the carrying value of each investment.

Under Ind AS, investments in mutual fund are recognised and measured at fair value. Impact of fair value changes as on the date of transition has been recognised in Reserves and for changes thereafter in statement of Profit and Loss.

c) Under previous GAAP, actuarial gains and losses related to the defined benefit schemes for gratuity were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of remeasurement of the net defined benefit liability/asset which is recognised in OCI. Consequently, the tax effect of the same has also been recognised in OCI instead of profit or loss.

d) Retained earnings and statement of profit and loss has been adjusted consequent to the Ind AS transition adjustments with corresponding impact to deferred tax, wherever applicable.

e) Under previous GAAP, movements in Bank overdraft as per books, were reflected in cash flows from financing activities in cash flow statement. Under Ind AS, such book overdraft are included in cash and cash equivalents in the cash flow statement.

14. Standards issued but not yet effective:

The standard issued, but not yet effective up to the date of issuance of the Company financial statements is disclosed below. The Company intends to adopt these standard when it becomes effective.

Ind AS 115 Revenue from Contracts with Customers

Ind AS 115 was issued in February 2015 and establishes a five step model to account for revenue arising from contracts with customers. Under Ind AS 115 revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The new revenue standard will supersede all current revenue recognition requirements under Ind AS. This standard will come into force from accounting period commencing on or after 1st April 2018. The Company will adopt the new standard on the required effective date. During the current year, the Company performed a preliminary assessment of Ind AS 115, which is subject to changes arising from a more detailed ongoing analysis.

15. The previous year’s including figures as at the date of transition have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year including figures as at the date of transition are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.


Mar 31, 2017

1. Capital account contract remaining to be executed:

Estimated amount of contract remaining to be executed on Capital account and not provided for amounts to Rs. Nil (Previous yearRs.2,30,00,000/-). Advance paid there against Rs. Nil (Previous yearRs.75,00,000/-).

2. The company does not have any dues to Micro and Small Enterprises as per the requirement of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (Previous year -'' Nil )

3. The Employee Stock Option Scheme (SKP ESOP Plan 2010) of the Company was formulated in the year 2010. Under the said Scheme, Options granted have vesting period of one to three years and exercise period of maximum five years. The details of Options granted, lapsed and exercised as on 31st March, 2017 are as under :

4. Employee Benefits :

As per Accounting Standard - 15 “ Employee Benefits”, the disclosure of Employee Benefits as defined in the Accounting Standard are as follows:

Defined Benefit Plan:

Long-term employee benefits in the forms of gratuity are considered as defined benefit obligation. The present value of obligation is determined based on actuarial valuation using projected unit credit method as at the Balance Sheet date. The amount of defined benefits recognized in the Balance Sheet represent the present value of the obligation as adjusted for unrecognized past service cost and as reduced by the fair value of plan assets.

Any asset resulting from this calculation is limited to the discounted value of any economic benefit available in the form of refunds from the plan or reduction in future contribution to the plan. The amount recognized in the Accounts in respect of Employees Benefit Schemes based on actuarial reports are as follows:

5. other disclosures :

6. Basis of estimates of Rate of escalation in salary:

The estimates of rate of escalation in salary, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

7. The Gratuity have been recognized under “ Contribution to Provident Fund and Other Funds” under Note no. 17.

8. Segment information as per Accounting Standard - 17 on ‘Segment Reporting’ :

The Company is primarily engaged in a single business segment of Broking & Dealing in Securities and related services. All the activities of the company revolves around the main business. As such there are no separate reportable segments as per Accounting Standard - 17 “Segment Reporting”.

9. The transactions with related parties have been entered at an amount which are not materially different from those on normal commercial terms.

10. The Company had traded in commodities, with an objective to earn arbitrage income, on National Spot Exchange Ltd (NSEL) through SKP Commodities Limited, a subsidiary of the Company, during 2013-14. NSEL has not been able to adhere to its payment obligation and a sum of Rs 44,32,842/= has been receivable from NSEL through SKP Commodities Limited since 2013-14. Recovery proceedings from NSEL are in process by various Government and Enforcement agencies. The Company is timely submitting all data and information when sought and as required by these agencies. Since more than 3 years have passed and there is no visibility of any recovery, the Company, without prejudice to its right of recovery of money from NSEL through SKP Commodities Limited, has declared Rs 44,32,842/= as Bad Debt during the year and written off this amount as a receivable as a prudent accounting norm.

11. No amount is due from related parties

12. Details of Investments made covered under section 186 (4) of the Companies Act, 2013:

The particulars of Investments made are given under “Non - current investments” in Note No. 8

13. Expenditure in Foreign Currency for travelling during the yearRs.36,455/= (Previous Year Nil)

14. Disclosure under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

There are no transactions which are required to be disclosed under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. The previous year’s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.


Mar 31, 2015

1) Terms / rights attached to equity shares:

Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2) Details of shares reserved for issuance:

The company has reserved for issue of 56,000 (Previous year 70,000) equity shares of par value Rs. 10/- each at a premium of Rs. 19/- each for offering to eligible employees of the company under Employee Stock Option Scheme 2010. These shares reserved for issue are not yet excercised.

The Board of Directors have recommended a dividend of Rs. 1/= per share. This is subject to the approval of the shareholders in the ensuing Annual General Meeting.

3) Nature of Security

i) The vehicle loans are secured by way of hypothecation of vehicle purchased. The loan carries interest within the range of 9.5% -10.5% p.a.

ii) As the amount outstanding on 31st March,2015 was payable entirely within one year, the same has been included in the line item "Current maturities of long term debt" under the head "Other current liabilities" as at 31st March, 2015.

As at As at 4 Contingent liabilities : 31st March, 2015 31st March, 2014

Claims against the Company not acknowledged as debts :

Service tax demand - under appeal (Rs.) 56,90,264 56,90,264

Others- Under appeal/ litigation (Rs.) 4,16,504 -

The above amount represents the best possible estimates arrived at on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be estimated accurately. The Company does not expect any reimbursements in respect of the above contingent liabilities In the opinion of the management, no provision is considered necessary for the disputes mentioned above on the grounds that there are fair chances of successful outcome of appeals.

5 The company does not have any dues to Micro and Small Enterprises as per the requirement of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (Previous year - Rs. NIL )

6 The Employee Stock Option Scheme (SKP ESOP Plan 2010) of the Company was formulated in the year 2010. Under the said Scheme, Options granted have vesting period of one to three years and exercise period of maximum five years. The details of Options granted, lapsed and exercised as on 31st March, 2014 are as under :

Year Ended Year Ended Particulars 31st March 2015 31st March 2014

Year of Issue 2010-11 2010-11

Date of grant of Option 21.05.2011 21.05.2011

Exercise Price (Rs.) 29.00 29.00

Market Price on the date of grant (Rs.) 27.10 27.10

Excess of Market Price over Exercise Price (Rs.) (1.90) (1.90)

Number of Options granted upto 31.03.2014 1,00,000 1,00,000

Number of Options exercised upto 31.03.2014 - -

Number of Options lapsed upto 31.03.2014 44,000 30,000

Number of Options outstanding at beginning of the year 56,000 70,000

Number of Options exercised during the year - -

Number of Options lapsed during the year - 14,000

Number of Options outstanding at end of the year 56,000 56,000

Note : Refer Director''s Report for other disclosures.

7 Employee Benefits :

As per Accounting Standard - 15 " Employee Benefits", the disclosure of Employee Benefits as defined in the Accounting Standard are as follows:

Defined Benefit Plan:

Long-term employee benefits in the forms of gratuity are considered as defined benefit obligation. The present value of obligation is determined based on actuarial valuation using projected unit credit method as at the Balance Sheet date. The amount of defined benefits recognised in the Balance Sheet represent the present value of the obligation as adjusted for unrecognised past service cost and as reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to the discounted value of any economic benefit available in the form of refunds from the plan or reduction in future contribution to the plan. The amount recognised in the Accounts in respect of Employees Benefit Schemes based on actuarial reports are as follows :

Basis used to determine the expected Rate of return on Plan Assets:

The basis used to determine overall expected Rate of return on Plan Assets is based on the current portfolio of assets, investment strategy and market scenario. In order to protect the Capital and optimise returns within acceptable risk parameters, the Plan Assets are well diversified.

b) other disclosures:

i) Basis of estimates of Rate of escalation in salary :

The estimates of rate of escalation in salary, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

ii) The Gratuity have been recognised under " Contribution to Provident Fund and Other Funds" under Note no. 18.

8 Segment information as per Accounting Standard - 17 on ''Segment Reporting'':

The Company is primarily engaged in a single business segment of Broking & Dealing in Securities and related services. All the activities of the company revolves around the main business. As such there are no separate reportable segments as per Accounting Standard - 17 "Segment Reporting".

9 Related party disclosures as per Accounting Standard - 18 are given below: a) Name of the related parties and description of relationship:

i) Subsidiaries : SKP Commodities Ltd. (Common control) SKP Insurance Brokers & Advisors Pvt Ltd (w.e.f 4th August 2014)

ii) Key Managerial Personnel (KMP) : Mr. Naresh Pachisia, Managing Director Mr. Nikunj Pachisia, Director (w.e.f. 1st August, 2014) Mrs. Manju Pachisia, Non-Executive Director (w.e.f. 1st August, 2014) Mr. Rajesh Pachisia, Managing Director (upto 1st August,.2014)

iii) Relatives of Key Managerial Personnel :

Mr. Naresh Pachisia Mrs. Manju Pachisia (Wife) Mr. Nikunj Pachisia (Son) Mrs. Kanupriya Pachisia (Son''s Wife)

Mr. Nikunj Pachisia Mrs. Kanupriya Pachisia

iv) Concerns over which KMP and their : Naresh Pachisia & Sons (HUF) relatives have substantial SKP Insurance Brokers & Advisors Pvt Ltd interest (upto 3rd August, 2014) Rajesh Pachisia & Sons (HUF)

c) The transactions with related parties have been entered at an amount which are not materially different from those on normal commercial terms.

d) No amount has been written back / written off during the year in respect of due to/from related parties.

e) The amount due from related parties are good and hence no provision for doubtful debts in respect of dues from such related parties is required. ( Refer Note 22.8)

f) Figures in brackets pertain to previous year.

10 Disclosure under clause 32 of the Listing Agreement:

There are no transactions with Subsidiary Company which are required to be disclosed under Clause 32 of the Listing Agreement with the BSE Limited.

11 Trade receivables include Rs. 44,32,842/- (Previous year Rs. 44,56,510/-) receivable from its subsidiary with respect to trade entered into on its behalf in National Spot Exchange Ltd (NSEL). NSEL has not been able to adhere to its payment obligation, however, since the payments are being received in instalments, no provision has been made.

12 Depreciation for the current year has been aligned to meet the requirements of Schedule -II to the Companies Act, 2013. Had the Company continued to charge depreciation based on rates and manner as specified under the erstwhile Schedule XIV to the Companies Act, 1956, depreciation expense would have been lower by Rs.17,67,382/-.and the Profit before Tax for the year ended 31st March, 2015 and the net value of fixed assets as at that date would have been higher by the like amount.

13 Details of Loan given and Investments made covered under section 186 (4) of the Companies Act, 2013:

The particulars of Investments made are given under "Non - current investments" in Note No. 8

14 Revised remuneration of Rs. 32,25,000/- payable to Mr. Rajesh Pachisia, Managing director (who resigned w.e.f 1st August, 2014) is subject to approval of the members in the ensuing Annual General Meeting.

15 The previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.


Mar 31, 2014

A) Terms / rights attached to equity shares:

Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Nature of Security

The vehicle loans are secured by way of hypothecation of the vehicle purchased. The loan carries interest within the range of 9.5% -10.5% p.a.

Year Ended Year Ended 2.1 Contingent liabilities : 31st March 2014 31st March 2013

Claims against the Company not acknowledged as debts :

Service tax demand - under appeal 56,90,264 56,90,264

The above amount represents the best possible estimates arrived at on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be estimated accurately. The Company does not expect any reimbursements in respect of the above contingent liabilities.

In the opinion of the management, no provision is considered necessary for the disputes mentioned above on the grounds that there are fair chances of successful outcome of appeals.

2.2 The company does not have any dues to Micro and Small Enterprises as per the requirement of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (Previous year - Rs.NIL )

2.3 The Employee Stock Option Scheme (SKP ESOP Plan 2010) of the Company was formulated in the year 2010. Under the said Scheme, Options granted have vesting period of one to three years and exercise period of maximum five years. The details of Options granted, lapsed and exercised as on 31st March, 2014 are as under :

2.4 Employee Benefits:

As per Accounting Standard -15 " Employee Benefits", the disclosure of Employee Benefits as defined in the Accounting Standard are as follows:

Defined Contribution Plan:

Employee benefits in the form of Provident Fund and Employee State Insurance Scheme are considered as defined contribution plan.

The contributions to the respective fund are made in accordance with the relevant statute and are recognised as expense when employees have rendered service entitling them to the contribution. The contributions to defined contribution plan, recognised as expense in the Statement of Profit and Loss are as under:

Defined Benefit Plan:

Long-term employee benefits in the forms of gratuity are considered as defined benefit obligation. The present value of obligation is determined based on actuarial valuation using projected unit credit method as at the Balance Sheet date. The amount of defined benefits recognised in the Balance Sheet represent the present value of the obligation as adjusted for unrecognised past service cost and as reduced by the fair value of plan assets.

Any asset resulting from this calculation is limited to the discounted value of any economic benefit available in the form of refunds from the plan or reduction in future contribution to the plan. The amount recognised in the Accounts in respect of Employees Benefit Schemes based on actuarial reports are as follows:

VIII. Basis used to determine the expected Rate of return on Plan Assets :

The basis used to determine overall expected Rate of return on Plan Assets is based on the current portfolio of assets, investment strategy and market scenario. In order to protect the Capital and optimise returns within acceptable risk parameters, the Plan Assets are well diversified.

b) Other disclosures:

i) Basis of estimates of Rate of escalation in salary:

The estimates of rate of escalation in salary, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

ii) The Gratuity and Provident Fund Expenses have been recognised under " Contribution to Provident Fund and Other Funds" under Note no. 19.

2.5 Segment information as per Accounting Standard - 17 on ''Segment Reporting'':

The Company is primarily engaged in a single buisness segment of Broking & Dealing in Securities and related services. All the activities of the company revolves around the main business. As such there are no separate reportable segments as per Accounting Standard - 17 "Segment Reporting" notified by the Central Government under the Companies (Accounting Standard) Rules 2006.

c) The transactions with related parties have been entered at an amount which are not materially different from those on normal commercial terms.

d) No amount has been written back / written off during the year in respect of due to / from related parties.

e) The amount due from related parties is good and hence no provision for doubtful debts in respect of dues from such related parties is required (Refer note 23.8).

f) Figures in brackets pertain to previous year.

2.6 Disclosure under clause 32 of the Listing Agreement:

There are no transactions with Subsidiary Company which are required to be disclosed under Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited.

2.7 Trade receivables include Rs. 44,56,510/- (Previous year Nil) receivable from its subsidiary with respect to trade entered into on its behalf in National Spot Exchange Ltd (NSEL). NSEL has not been able to adhere to its payment obligation over the past few months. However, since the payments are being received in instalments, no provisions has been made.

2.8 The previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.


Mar 31, 2013

The above amount represents the best possible estimates airived at on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be estimated accurately. The Company does not expect any reimbursements in respect of the above contingent liabilities.

In the opinion of the management, no provision is considered necessary for the disputes mentioned above on the grounds that there are fair chances of successful outcome of appeals.

1.1 The company does not have any dues to Micro and Small Enterprises as per the requirement of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (Previous year - Rs. NIL )

1.2 The Employee Stock Option Scheme (SKP ESOP Plan 2010) of the Company was formulated in the year 2010. Under the said Scheme, Options granted have vesting penod of one to three years and exercise period of maximum five years. The details of Options granted, lapsed and exercised as on 31st March, 2012 are as under :

1.3 Employee Benefits :

As per Accounting Standard - 15 " Employee Benefits", the disclosure of Employee Benefits as defined in the Accounting Standard are as follows:

Defined Contribution Plan :

Employee benefits in the form of Provident Fund and Employee State Insurance Scheme are considered as defined contribution plan.

The contributions to the respective fund are made in accordance with the relevant statute and are recognised as expense when employees have rendered service entitling them to the contribution. The contributions to defined contribution plan, recognised as expense in the Statement of Profit and Loss are as under :

Defined Benefit Plan:

Long-term employee benefits in the forms of gratuity are considered as defined benefit obligation. The present value of obligation is determined based on actuarial valuation using projected unit credit method as at the Balance Sheet date. The amount of defined benefits recognised in the Balance Sheet represent the present value of the obligation as adjusted for unrecognised past service cost and as reduced by the fair value of plan assets.

Any asset resulting from this calculation is limited to the discounted value of any economic benefit available in the form of refunds from the plan or reduction in future contribution to the plan. The amount recognised in the Accounts in respect of Employees Benefit Schemes based on actuarial reports are as follows :

b) Other disclosures :

i) Basis of estimates of Rate of escalation in salary :

The estimates of rate of escalation in salary, considered in actuarial valuation, take mto account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

ii) The Gratuity and Provident Fund Expenses have been recognised under " Contribution to Provident Fund and Other Funds under Note no. 2.19.

iii) The history of experience adjustments for funded post retirement plans are as follows:

1.4 Segment information as per Accounting Standard - 17 on ''Segment Reporting'' :

The Company is primarily engaged in a single bmsness segment of Broking & Dealing in Securities and related services. All the activities of the company revolves around the mam business. As such there are no separate reportable segments as per Accounting Standard - 17 "Segment Reporting" notified by the Central Government under the Companies (Accounting Standard) Rules 2006.

1.5 Related party disclosures as per Accounting Standard - 18 are given below :

a) Name of the related parties and description of relationship :

i) Subsidiaries : SKP Commodities Ltd.

(Control exists)

ii) Key Managerial Personnel (KMP) : Mr. Naresh PachiSia, Managing director

Mr. Rajesh PachiSia, Managing director

iii) Relatives of Key Managerial Personnel:

Mr. Naresh PachiSia Mrs. Manju PachiSia (Wife)

Mr. Nikunj PachiSia (Son) Mrs. Suraj Devi PachiSia (Mother) Mr.Rajesh PachiSia Mrs. Vatsala PacshiSia (Wife)

Mrs. Suraj Devi PachiSia (Mother) iv) Concerns over which KMP and their M/s. Surendra Kumar PachiSia & Sons (HUF) relatives have substantial interest : M/s. Naresh PachiSia & Sons (HUF)

M/s. Rajesh PachiSia & Sons (HUF) M/s. SKP Insurance Brokers & Advisors Pvt. Ltd.

c) The transactions with related parties have been entered at an amount which are not materially different from those on normal commercial terms.

d) No amount has been written back / written off during the year in respect of due to / from related parties.

e) No amount is due from related parties and hence no provision for doubtful debts in respect of dues from such related parties is required.

f) Figures in brackets pertain to previous year.

1.6 Disclosure under clause 32 of the Listing Agreement :

There are no transactions with Subsidiary Company which are required to be disclosed under Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited.

1.7 Dividend remitted in foreign currency :

The Company has not remitted any amount in foreign currency on account of dividend. The particulars of dividend payable to non-resident

1.8 The previous year''s figures have been reworked, regrouped, rearranged and reclassified wherever necessary. Amounts and other disclosures for the preceding year are included as an integral part of the current year financial statements and are to be read in relation to the amounts and other disclosures relating to the current year.


Mar 31, 2012

A) Terms / rights attached to equity shares:

Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

i) During the year ended 31st March, 2012, the Board of Directors has declared a special dividend of Rs 2/- per equity share. Further, the Board of directors has proposed a final dividend of Rs 1/- per equity share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The total dividend appropriation for the year ended March 31, 2012 amounted to Rs 1,68,45,000/- and corporate dividend tax of Rs 27,32,681/-.

ii) During the year ended 31st March, 2011, Dividend Rs 1/- per equity share was recognised as distribution to equity shareholders. The total dividend appropriation for the year ended March 31, 2012 amounted to Rs 56,15,000/- and corporate dividend tax of Rs 9,32,581/-.

a) Nature of Security

The vehicle loans are secured by way of hypothecation of the vehicle purchased. The loan carries interest within the range of 9.5% -10.5% p.a.

* Refer note no. 2.3 (a) & (b) for nature of securities and terms of repayment respectively.

** There are no amounts due and outstanding to be credited to Investor Education & Protection Fund under Section 205C of the Companies Act, 1956.

Other disclosures

1. Contingent liabilities : As at As at 31.03.2012 31.03.2011

Claims against the Company not acknowledged as debts : Service tax demand - under appeal 5,690,264 5,690,264

The above amount represent the best possible estimates arrived at on the basis of available information. The uncertainties and timing of the cash flows are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be estimated accurately. The Company does not expect any reimbursements in respect of the above contingent liabilities.

In the opinion of the management, no provision is considered necessary for the disputes mentioned above on the grounds that there are fair chances of successful outcome of appeals.

2. The company does not have any dues to Micro and Small Enterprises as per the requirement of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (Previous year - Rs. NIL)

3. The Employee Stock Option Scheme (SKP ESOP Plan 2010) of the Company was formulated in the year 2010. Under the said Scheme, Options granted have vesting period of one to three years and exercise period of maximum five years. The details of Options granted, lapsed and exercised as on 31st March, 2012 are as under :

4. Employee Benefits :

As per Accounting Standard - 15 " Employee Benefits", the disclosure of Employee Benefits as defined in the Accounting Standard are as follows:

Defined Contribution Plan :

Employee benefits in the form of Provident Fund and Employee State Insurance Scheme are considered as defined contribution plan.

The contributions to the respective fund are made in accordance with the relevant statute and are recognised as expense when employees have rendered service entitling them to the contribution. The contributions to defined contribution plan, recognised as expense in the Statement of Profit and Loss are as under :

Defined Benefit Plan:

Long-term employee benefits in the forms of gratuity are considered as defined benefit obligation. The present value of obligation is determined based on actuarial valuation using projected unit credit method as at the Balance Sheet date. The amount of defined benefits recognised in the Balance Sheet represent the present value of the obligation as adjusted for unrecognised past service cost and as reduced by the fair value of plan assets.

Any asset resulting from this calculation is limited to the discounted value of any economic benefit available in the form of refunds from the plan or reduction in future contribution to the plan. The amount recognised in the Accounts in respect of Employees Benefit Schemes based on actuarial reports are as follows :

b) Other disclosures :

i) Basis of estimates of Rate of escalation in salary :

The estimates of rate of escalation in salary, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

ii) The Gratuity and Provident Fund Expenses have been recognised under "Contribution to Provident Fund and Other Funds" under Note no. 2.19.

5. Segment information as per Accounting Standard - 17 on ''Segment Reporting'':

The Company is primarily engaged in a single buisness segment of Broking & Dealing in Securities and related services. All the activities of the company revolves around the main business. As such there are no separate reportable segments as per Accounting Standard - 17 "Segment Reporting" notified by the Central Government under the Companies (Accounting Standard) Rules 2006.

6. Related party disclosures as per Accounting Standard - 18 are given below: a) Name of the related parties and description of relationship:

i) Subsidiaries : SKP Commodities Ltd. (Control exists)

ii) Key Managerial Personnel (KMP): Mr. Naresh Pachisia, Managing Director

Mr. Rajesh Pachisia, Managing Director

iii) Relatives of Key Managerial Personnel :

Mr. Naresh Pachisia Mrs. Manju Pachisia (Wife)

Mr. Nikunj Pachisia (Son)

Mrs. Suraj Devi Pachisia (Mother)

Mr.Rajesh Pachisia Mrs. Vatsala Pacshisia (Wife)

Mrs. Suraj Devi Pachisia (Mother)

iv) Concerns over which KMP and M/s. Surendra Kumar Pachisia & Sons (HUF) their relatives have M/s. Naresh Pachisia & Sons (HUF) substantial interest : M/s. Rajesh Pachisia & Sons (HUF)

c) The transactions with related parties have been entered at an amount which are not materially different from those on normal commercial terms.

d) No amount has been written back / written off during the year in respect of due to / from related parties.

e) The amount due from related parties are good and hence no provision for doubtful debts in respect of dues from such related parties is required.

f) Figures in brackets pertain to previous year.

7. Disclosure under clause 32 of the Listing Agreement :

There are no transactions with Subsidiary Company which are required to be disclosed under Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited.

8. The Revised Schedule VI has become effective from 1st April, 2011 for the preparation of Financial Statements. This has Significantly impacted the disclosure and presentation made in the Financial Statements. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification/disclosure.


Mar 31, 2011

1. Contingent Liability:

The Company has obtained Bank Guarantee of Rs. 335.00 lacs (PY Rs. 335.00 lacs) against pledge of fixed deposit receipt of Rs. 286.77 lacs (P.Y. Rs. 282.08 lacs)

2. Related party Disclosures:

i) Related Party Disclosure as per Accounting Standard -18

Nature of Relationship Name of the Related Party

Subsidiary Company SKP Commodities limited

Key Management Person Mr. Naresh Pachisia

Mr. Rajesh Pachisia

Relatives of Key Management Personnel Mrs. Manju Pachisia

Mrs. Vatsala Pachisia

Mr. Niknnj Pachisia

Mrs. Suraj Dev, Pachisia

Concerns over which KMP exercise M/s. Surendra Kumar Pachisia & Sons (HUF) Significant influence M/s. Naresh Pachisia & Sons (HUF)

M/s. Rajesh Pachisia & Sons (HUF)

iii) No amount pertaining to related parties are outstanding at the year end nor any amount were written off or written back during the year.

3. Employment Benefits:

B. The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service will receive Gratuity on terms not lower than the amount payable under the Gratuity Act, 1972. The aforesaid scheme is funded with Birla Sun Life Insurance Company Limited. The following table summarizes the components of net benefit expenses recognized in profit & loss account.

4. The Cash Flow Statement has been prepared using indirect method specified in Accounting Standard 3 "Cash Flow Statement"

5. a) The Company has taken Short Term Loan of Rs. 200 lacs from a bank (P.Y Rs. 200 lacs). The said Loan is secured against pledge of Fixed Deposits.

b) Auto Loans are secured against vehicle financed by the respective Banks. Principal amount due within 12 months is Rs. 10.32 lacs (P.Y. Rs. 5.54 lacs).

c) Total Interest amount of Rs. 20,65,852/- Includes interest on Equipment Finance Loan taken by the company amounting to Rs. NIL (Previous Year - Rs. 12,58,197).

6. The Company has pledged fixed deposit receipts of Rs. 50 Lacs (P.Y. Rs. 50 lacs) with National Securities Clearing Corporation Limited.

7. The Equity Shares of the Company is listed at BSE Ltd. and the annual listing fees has been paid for the year.

8. There is no amount due and outstanding to be credited to Investor Education & Protection Fund.

9. The Company has not received any information from any of the suppliers as defined under the "Micro, Small and Medium Enterprises Act, 2006". Hence, the amount outstanding to these units as on 31st March 2011 is not ascertainable.

10. Segment Reporting: The company operates in one segment, and hence segment reporting is not applicable.

11. Figures for the Previous Year have been regrouped / rearranged wherever necessary

12. Additional Information Pursuant to Part IV of Schedule VI to the Companies Act, 1956

Balance Sheet Abstract and Companys General Business Profile


Mar 31, 2010

1. a) Equipment Finance from HDFC Bank is secured by Fixed Assets of the company financed by them and against Fixed Deposits.

b) Short Term Working Capital & Bank Overdraft are secured against fixed deposits.

c) Auto Loans are secured against vehicle financed by the respective financier.

2. Contingent liability not provided in respect of Bank Guarantees of Rs.335.00 Lacs (Previous Year Rs.260.00 Lacs) obtained from Banks to be utilized as and when required.

3. a) Fixed Deposits of Rs. 21,952,107/- (Previous Year Rs. 19,850,943/-) with Banks are under lien against Bank Guarantees.

b) Deposit of Rs.9,84,365/- (Previous Year.Rs.9,84,365/-) and Fixed Deposit of Rs.50,00,000/-( Previous Year.Rs.50,00,000/-) are deposited with The Calcutta Stock Exchange Association Ltd. and National Security Clearing Corporation Ltd. respectively towards margin to be utilised as and when required.

c) Fixed Deposits of Rs.300 Lacs (previous Year Rs.100 Lacs) is under lien with bank for Short Term Loan, Overdraft & Equipment Finance facility enjoyed by the Company.

4. Total Interest amount of Rs.21,75,091/- Includes interest on Equipment Finance taken by the company amounting to Rs. 12,58,197/- (Previous Year- Rs. 673112/-)

5. The Company has not received any information from any of the suppliers as defined under the "Micro, Small and Medium Enterprises Act, 2006". Hence, the amount outstanding to these units as on 31st March 2010 is not ascertainable.

6. The Equity Shares of the Company is listed at BSE Ltd. and the annual listing fees have been paid for the year. The Company has voluntarily de-listed itself from The Calcutta Stock Exchange Association Limited

7. In the opinion of the Board, Current assets, loans and advances have a value on realization in the ordinary course of the business at least equal to the amount at which these are stated.

8. Segment Reporting: The Company has only one segment; hence, segment reporting is not applicable.

9. Miscellaneous Expenses for the year includes Rs. 4.96 Lacs being loss on account of forgery/fraud for which FIR has been lodged and reasonable action is being taken by the Company for recovery of the said amount.

10. Figures for the Previous Year have been regrouped / rearranged wherever necessary.


Mar 31, 2009

1. a) Term Loan from HDFC Bank has been obtained under an Equipment Finance Scheme and is secured by Fixed Assets of the company financed by them and against Fixed Deposit.

b) Overdraft from HDFC Bank is secured against a fixed deposit.

c) Auto Loans are secured against vehicle financed by the respective financier.

2. Contingent liability not provided in respect of Bank Guarantees of Rs.260.0C Lacs (Previous Year Rs.335.00 Lacs) obtained from Banks to be utilized a< and when required.

3. a) Fixed Deposits of Rs. 198,50,943/- (Previous Year Rs. 287,78,486/-) with Banks are under lien against Bank Guarantees.

b) Deposit of Rs.9,84,365/- (Previous Year.Rs.9,84,365/-) and Fixed Deposit of Rs.50,00,000/-(Previous Year. Rs.50,00,000/-) are deposited with The Calcutta Stock Exchange Association Ltd. and National Stock Exchange of India Ltd. respectively towards margin to be utilised as and when required.

c) Fixed Deposits of Rs.100 Lacs (previous Year Rs.125 Lacs) is under lien with bank for Overdraft & Equipment Finance facility enjoyed by the Company.

4. Total Interest amount of Rs.989494/- Includes interest on Term Loan taken by the company amounting to Rs. 673112/- (Previous Year- Rs. 346226/-)

5. The Company has adopted Accounting Standard 15 on employees benefits w.e.f 01.04.2008. Pursuant to the adoption, the transitional liability amounting to Rs. 4,47,407/- towards gratuity has been charged to Profit & Loss Account for the year ended 31.03.2009.

1. Related Party Transactions:

a. Parties where control exists -

Shri Naresh Pachisia, Managing Director (Brother of Shri Rajesh Pachisia)

Shri Rajesh Pachisia, Managing Director (Brother of Shri Naresh Pachisia)

b. Key Management Personnel & Relatives: M/s Surender Kumar Pachisia & Sons (HUF) Shri Kishore Bhimani Smt Rita Bhimani Shri Nikunj Pachisia

c. Enterprises over which significant influence exercised by

i. Director

Magma Shrachi Finance Ltd.

ii. Major Shareholders/Directors SKP Commodities Ltd

2. The Company has not received any information from any of the suppliers as defined under the "Micro, Small and Medium Enterprises Act". Hence, the amount due to these units outstanding as on 31st March 2009 are not ascer- tainable.

3. The Equity Shares of the Company is listed at BSE Ltd. and the annual listing fees have been paid for the year. Application for delisting of shares has been made to Calcutta Stock Exchange Association Ltd. for which the Company has completed all formalities.

4. In the opinion of the Board, current assets, loans and advances have a value on realization in the ordinary course of the business at least equal to the amount at which they are stated.

5. Segment Reporting: The Company has only one segment; hence, segment reporting is not required.

6. Figures for the Previous Year have been regrouped / rearranged wherever necessary.


Mar 31, 2007

1. Contingent liability not provided in respect of bank guarantees of Rs.335.00 Lacs (Previous Year Rs. 235.00 Lacs) obtained from Banks to be utilized as and when required.

2. a) Fixed Deposits of Rs. 215,00,000/- (P.Y. Rs. 117,50,000/-) with Banks are under lien against Bank Guarantees.

b) Deposit of Rs,9 84.S65/- (P.Y Rs.9,84,365/-) and Fixed Deposit of Rs.50,00,000/-(P.Y.Rs.50,00,000/-) are deposited with The Calcutta Stock Exchange Association Ltd. and National Stock Exchange of India Ltd. respectively towards margin to be utilised as and when required.

3. Deferred tax Liabilities (Net) amounting to Rs.6,14,439/- has been provided as on 31.03.2007 which Comprises Deferred Tax liability on account of Depreciation Rs. 11,38,191/- less Deferred Tax Asset on account of provision for Gratuity amounting to Rs. 5,23,752/-

4. The Company has not received any information from any of the suppliers of there being Small Scale Industrial Unit, Hence, the amount due to Small Scale Industrial units outstanding as on 31st March 2007 are not ascertainable.

5. The Equity Shares of the Company is listed at BSE Ltd. and the annual listing fees have been paid for the year. Application for delisting of shares has been made to Calcutta Stock Exchange Association Ltd. for which the Company has completed all formalities.

6. In the opinion of the Board, current assets, loans and advances have a value on realization in the ordinary course of the business at least equal to the amount at which they are stated.

7. Segment Reporting: The Company has only one segment; hence, segment reporting is not required.

8. Figures for the Previous Year have been regrouped / rearranged wherever necessary.

9. Additional Information Pursuant to Part IV of Schedule VI to the Companies Act, 1956


Mar 31, 2006

NOTES TO ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2006

1. Contingent liability not provided in respect of bank guarantees of Rs. 235.00 Lacs (Previous Year Rs. 175.00 Lacs) obtained from Banks, to be utilised as and when required.

2. a) Fixed Deposits of Rs. 117,50,000/- (PY. Rs. 85,00,000/-) with Banks are under lien against Bank Guarantees to be utilised as and when required.

b) Deposit of Rs. 9,84,365/- (PY. Rs. 9,84,365/-) and Fixed Deposit of Rs. 50,00,000/-(PY.Rs. 50,00,000/-) are deposited with The Calcutta Stock Exchange Association Ltd and National Stock Exchange of India Ltd. respectively towards margin to be utilised as and when required.

c) Fixed Deposit of Rs.100 Lacs is under lien with bank for overdraft facility enjoyed by the Company as and when required.

3. Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

4. The Company has not received any information from any of the suppliers of there being Small Scale Industrial Unit. Hence, the amount due to Small Scale Industrial units outstanding as on 31st March 2006 are not ascertainable.

5. The Equity Shares of the Company is listed at BSE Ltd. and the annual listing fees have been paid for the year. Application for delisting of shares has been made to Calcutta Stock Exchange Association Ltd. for which the Company has completed all formalities.

6. In the opinion of the Board, current assets, loans and advances have a value on realization in the ordinary course of the business at least equal to the amount at which they are stated.

7. Segment Reporting; The Company has only one segment, hence, segment reporting is not required.

8. Figures for the Previous Year have been regrouped/rearranged wherever necessary.

Signed on : 22nd April, 2006


Mar 31, 2005

1. Contingent liability not provided in respect of bank guarantees of Rs.175.00 Lakhs (Previous Year Rs.175.00 Lakhs) obtained from Banks.

2. a) Fixed Deposits of Rs. 85,00,000/- (P.Y. Rs. 77,50,000/-) with Banks are under lien against Bank Guarantees.

b) Deposit of Rs.9,84,365/- (P.Y. Rs.12,50,000/-) and Fixed Deposit of Rs.50,00,000/-(P.Y. Rs.50,00,000/-) are deposited with The Calcutta Stock Exchange Association Ltd and National Stock Exchange of India Ltd. respectively towards margin to be utilised as and when required.

3. Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

4. The Company has not received any information from any of the suppliers of their being Small Scale Industrial Unit. Hence, the amount due to Small Scale Industrial units outstanding as on 31st March, 2005 are not ascer- tainable.

5. The Equity Shares of the Company is listed at The Stock Exchange, Mumbai and the annual listing fee have been paid for the year. Application for delisting of shares have been made to Calcutta Stock Exchange Association Ltd.

6. In the opinion of the Board, current assets, loans and advances have a value on realization in the ordinary course of the business at least equal to the amount at which they are stated.

7. Segment Reporting: The Company has only one segment, hence, segment reporting is not required.

8. Figures for the Previous Year have been regrouped / rearranged wherever necessary.


Mar 31, 2003

1. Information pursuant to the provisions of Part II of Schedule VI to the Companies Act, 1956.

Traded Items 2002-2003 2001-2002

Quantity Amount Quantity Amount Opening Stock Equity Shares/ Debentures 14702 1786507 99093 7735877

Purchases Equity Shares/ Debentures 62129 16068162 201082 31296800

Sales Equity Shares/ Debentures 76243 17219191 285473 36515659

Closing Stock Equity Shares/ Debentures 588 63090 14702 1786507

2. Stock-in-trade

As at 31.03.2003 As at 31.003.2002 EQUITY SHARES (QUOTED): QNTY. AMOUNT QNTY. AMOUNT

Baroda Rayon Company Ltd. - - 20 72

Britinnia Industries Ltd. 100 49720 100 54390

DSQ Software Ltd. - - 1625 67844

Global Tele-Systems Ltd. - - 696 67846

Himachal Futuristic Communications Ltd. - - 2197 116077

IClCI Ltd. - - 50 3040

ITC Ltd. - - 800 556041

Mahanagar Telephone Nigam Ltd. - - 100 13414

Mastergain 92 - - 600 7380

Masterlus 91 - - 200 3432

Orchid Chemicals Ltd. - - 100 6875

Penta Media Graphics Ltd. 388 0 3889 113592

Rolta (India) Ltd. - - 260 28288

Satyam Computers Ltd. - - 2500 667875

Siemens Ltd. - - 1 247

Tata Iron & Steel Company Ltd. 100 13370 964 79554

Uniplas (India) Ltd. - - 100 65

Vatsa Corporation Ltd. - - 500 475

588 63090 14702 1786507

Market Value of Stock in Trade 66312 1915886

3. Contingent liability not provided in respect of bank guarantees of Rs.125.00 Lacs (Previous Year Rs. 125.00 Lacs) obtained from Banks.

4. a) Fixed Deposits of Rs. 50,00,000/- (P.Y. Rs. 50,00,000/-) with Banks are under lien against Bank Guarantees.

b) Fixed Deposit of Rs.12,50,000/- (P.Y. Rs.12,50,000/-) and Rs.50,00,000/- (P.Y. Rs.60,00,000/-) are deposited with The Calcutta Stock Exchange Association Ltd and National Stock Exchange of India Ltd. respectively towards margin to be utilised as and when required.

5. Deposit with a party for Rs. 77,000/- (P.Y. Rs. 77,000/-) is lying unconfirmed.

6. Earnings Per Share:

2002-03 2001-02 Net profit for the year attributable to equity shareholders 3423209 1043769

Weighted average number of equity shares outstanding Numbers 5050000 5050000

Basic and diluted earnings per share (face value of Rs. 10 each) Rs.0.68 Rs.0.21

7. As required by the Accounting Standard 22 issued by the Institute of Chartered Accountants of India the Company has provided for Deferred Tax Liability of Rs.1,29,272/-(P Y. Rs. 2,36,516/-) for the year 2002-2003.

8. Related Party Transactions:

a. Parties where control exists:-

Shri Surender Kumar Pachisia

Shri Naresh Pachisia

Shri Rajesh Pachisia

b. Other Related Parties with whom transactions have taken place during the year:

Shri Giridhari Lal Sultania

Ms.Urmila Sultania

M/s Giridhari Lal Sultania HUF

Shri R L Kapur

Shri Ram R Tavargeri

Smt. Manju Pachisia

Smt. Vatsala Pachisia

Kanchan Consultants Pvt. Ltd.

Key Management Personnel & Relatives:

Shri Surender Kumar Pachisia

Shri Naresh Pachisia

Shri Rajesh Pachisia

c. Nature of Transaction: Rs.

i) Sales 7,97,709

ii) Purchase of goods 7,36,014

iii) Rent 90,000

iv) Remuneration 18,26,273

v) Outstanding Balances as at 31st March, 2003 -Nil-

9. The Company has not received any information from any of the suppliers of their being Small Scale Industrial Unit. Hence, the amount due to Small Scale Industrial units outstanding as on 31st March, 2003 are not ascertainable.

10. In the opinion of the Board, current assets, loans and advances have a value on realization in the ordinary course of the business at least equal to the amount at which they are stated.

11. Expenditure in Foreign Currency: 2002-03 2001-02

Travelling 238606 -NIL-

Database Expenses 1723 -NIL-

Fixed Assets purchased 69631 -NIL-

Business Promotion 8308 -NIL-

12. Segment Reporting: Since the Company is operating under only one broad business segment, segment reporting is not required.

13. Figures for the Previous Year have been regrouped/rearranged wherever necessary.


Mar 31, 2002

FIXED ASSETS

Note : Cost of Stock Exchange Card represents face Value of one Equity Share of Rs.250/- of The Calcutta Stock Exchange Association Limited.

OTHER NOTES.

1. Contingent liability not provided in respect of bank guarantees of Rs. 125.00 Lacs (Previous Year Rs. 300.00 Lacs) obtained from Banks.

2. a) Fixed Deposits of Rs, 50,00,000/- with Banks are under lien against Bank Guarantees.

b) Fixed Deposit of Rs. 12,50,000/- and Rs.60,00,000/- are deposited with The Calcutta Stock Exchange Association Ltd and National Stock Exchange of India Ltd. respectively towards margin to be utilised as and when required.

3. A deposit made to a party for Rs.77,000/- (P.Y. Rs.77,000/-) is lying unconfirmed.

4. As required by the Accounting Standard 22 issued by the Institute of Chartered Accountants of India the Company has provided for Deferred Tax Reserve of Rs. 11,08,841/- towards accumulated tax deferred upto 31.03.2001 and an amount of Rs. 2,36,516/- has been provided towards Deferred Tax Reserve for the year 2001-2002.

5. The Company has not received any information from any of the suppliers of their being Small Scale Industries Unit. Hence, the amount due to Small Scale Industries units outstanding as on 31st March, 2002 are not ascertainable.

6. In the opinion of the Board, current assets, loans and advances have a value on realization in the ordinary course of the business at least equal to the amount at which they are stated.

7. Figures for the Previous Year have been regrouped/rearranged wherever necessary.


Mar 31, 2001

1. Contingent liability not provided in respect of bank guarantees of Rs.300.00 Lacs (Previous Year Rs.275 Lacs) obtained from Banks.

2. a) Fixed Deposits of Rs. 71,25,000/- and RIP A/c of Rs. 6,25,000/- with Banks are under lien against Bank Guarantees.

b) Fixed Deposit of Rs. 33,50,000/- and Rs. 60,00,000/- have been pledged with The Calcutta Stock Exchange Association Ltd and National Stock Exchange respectively towards various margin money.

c) Bank Guarantee with United Bank of India amounting to Rs. 25 lacs is additionally secured by mortgage of movable Fixed Assets and Book debts of the company.

3. An amount of deposit made to a party for Rs. 77,000/- (P.Y. Rs.77,000/ -) is lying unconfirmed.

4. In the opinion of the management there is a permanent diminution in the value of long term quoted Investments amounting to Rs. NIL (P.Y. Rs. 56.67 lacs) which has been written off in the accounts.

5. The Company has not received any information from any of the suppli- ers of their being Small Scale Industries Unit. Hence, the amount due to Small Scale Industries units outstanding as on 31st March, 2001 are not ascertainable.

6. Figures for the Previous Year have been regrouped/rearranged wherever necessary.


Mar 31, 1999

1. Leave payments to employees are accounted for on payment basis. This deviation from Accounting Standard 15 of the Institute of Chartered Accountants of India, is made in view of exact encashment of leave in future, not being really ascertainable.

2. Fixed deposits of Rs. 26,20,000/ and RIP A/c of Rs. 12,50,000/- with banks are under lien against Bank Guarantees.

3. An amount of deposit made to a party for Rs. 1,02,000/- lying unconfirmed.

4. No provision has been made in the accounts in the value of investments as the same are held as long term investments.

5. Change in Accounting Policy and its effect thereon : Valuation of Stock in Trade has been made at cost or market value whichever is lower against valuation at Cost made in the earlier year. This as resulted in decrease in profit in profit by Rs. 2,43,994/-.

6. Figures for the Previous Year have been regrouped/rearranged wherever necessary.


Mar 31, 1998

1. Fixed deposits of Rs. 6,25,000/- and RIP A/c of Rs. 12,50,000/- with Banks are tinder lien against Bank Guarantees.


Mar 31, 1997

6. Market value of quoted investments as on 31.3.97 in Rs. 79,85,685/- (Previous year Rs. 1,08,54,944/.).

7. Staff Cost includes a sum of Rs. 74,636/- towards Company's Contribution to Employees Provident Fund.

8. Figures for the Previous Year have been regrouped/rearranged wherever necessary.

9. Contingent liability not provided in respect of hank guarantee of Rs. 25 Lacs given to National Securities Clearing Corporation Ltd.

10. Amalgamation of SKP Brokerage Limited with the Company :

i) Pursuant to the Scheme of Amalgamation of the erstwhile SKP Brokerage Limited (SBL) with the Company, as approved by the Shareholders in Court-convened Meeting held on 11th April, 1997 and subsequently sanctioned by the Hon'ble High Court at Calcutta vide its Order dated 24.11.1997, the assets and liabilities of the erstwhile SBL were transferred to and vested in the Company w. e. f. 1st April, 1996. The Scheme has, accordingly, been given effect to in these accounts.

ii) The Amalgamation has been accounted for under the "pooling of interests" method as prescribed by Accounting Standard (AS-14) issued by the Institute of Chartered Accountants of India. Accordingly, the assets, liabilities and other reserves of erstwhile SBL as at 1st April, 1996 have been taken over at their book values as specified in the Scheme of Amalgamation.

iii) Pursuant to the Scheme of Amalgamation referred to in (i) above, 27,50,000 equity shares of Rs. 10 each are to be issued to the shareholders of SBL. Pending allotment as at 31st March, 1997, the amount has been included in Share Capital Suspense in Schedule 1(b).

iv) Figures for the financial year ended 31st March, 1997 include figures for the erstwhile SBL for the Financial Year ended 31st March, 1997. Hence the current year's figures are, accordingly, not comparable to those of the previous year.

v) 7,00,000 fully paid equity shares of Rs. 10/- each of the Company, being held by erstwhile SBL as investment to be cancelled Pursuant to Amalgamation.

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