Mar 31, 2018
To
The Members,
The Directors are pleased to present the Twenty Fifth Annual Report, both on Standalone and Consolidated basis together with the Audited Financial Statements of the Company for the FY ended 31st March, 2018.
1. FINANCIAL RESULTS
(Rs. in Lakh)
Particulars |
2017-18 |
2016-17 |
2017-18 |
2016-17 |
Consolidated |
Standalone |
|||
Operational & Other Income |
1581.72 |
1837.06 |
1066.06 |
1534.47 |
Profit before depreciation and Tax |
789.18 |
1320.23 |
642.11 |
1272.22 |
Less: Depreciation |
5.44 |
2.79 |
3.67 |
1.18 |
Profit before Tax |
783.74 |
1317.44 |
638.44 |
1271.04 |
Less: Tax expenses (includes provision for deferred tax asset/liability) |
46.46 |
10.62 |
3.67 |
9.20 |
*Profit after Tax |
737.29 |
1306.82 |
634.77 |
1261.84 |
*The profit after tax is considered before adjusting the minority interest and Current yearâs share of associates.
The Consolidated Statements provide the results of Ladderup Finance Limited together with its subsidiary.
2. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 (herein after referred to as âthe Actâ) forms an integral part of this Report as âAnnexure Aâ.
3. MEETINGS OF THE BOARD
During FY 2017-18 four Meetings of the Board were held by the Company on 29th May, 2017, 12th August, 2017, 14th November, 2017 and 13th February, 2018. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The number of Committee Meetings held during the FY 2017-18 forms part of the Corporate Governance Report.
4. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder and Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company met once during a year, without the attendance of NonIndependent Directors and Members of the Management.
The Independent Directors reviewed performance of Non-Independent Directors, Chairman of the Company and the performance of the Board as a whole. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The feedback of the Meeting was shared with the Chairman of the Company.
5. DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) & 134(5) of the Companies Act 2013:
(a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit of the company for the year ended on that date;
(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) That the annual financial statements have been prepared on a going concern basis;
(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
6. DIRECTORS
In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Manoj Singrodia, Director of the Company retires by rotation at ensuing Annual General Meeting (âAGMâ)of the Company and being eligible, has offered himself for re-appointment. The Board of Directors based on recommendation of Nomination and Remuneration Committee (âNRCâ)has appointed Mr. Saurabh Sarayan (DIN: 07969125) and Mr. Mohan Tanksale (DIN: 02971181), as an Additional Directors of the Company in the category of Non-Executive Director and Independent Director respectively w.e.f. 14th November, 2017. Pursuant to Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Saurabh Sarayan and Mr. Mohan Tanksale, hold office upto the date of the ensuing AGM. Considering this, the Board decided to appoint Mr. Saurabh Sarayan as a Director (Non-Executive) and Mr. Mr. Mohan Tanksale, as an Independent Director of the Company, subject to the approval of the Member(s) of the Company at the ensuing AGM.
Further, pursuant to Regulation 17 (1A) of SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018 the Board of Directors based on recommendation of NRC and subject to the approval of the Member(s) of the Company at the ensuing AGM has approved the continuation of the current term of Mr. KVS Shyamsunder (DIN: 00502621), who has attended the age of seventy five years on 29th July, 2017 as an Independent Director of the Company.
Also, pursuant to the provisions of sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (âActâ) the Board of Directors based on recommendation of Nomination and Remuneration Committee and subject to the approval of the Member(s) of the Company at the ensuing AGM has decided to appoint Mr. Harsha Saksena (DIN 01736469) as an Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act with effect from 13th August, 2018 up to 12th August, 2023.
The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Director proposed to be re-appointed is given in the Notice convening Twenty Fifth Annual General Meeting.
7. NOMINATION AND REMUNERATION POLICY
Pursuant to Provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration committee the Board had adopted policy for selection and appointment of Directors, Senior Management and their remuneration in the financial year 2015-16. The details of Remuneration Policy is stated in the Corporate Governance Report. The Nomination and Remuneration Policy is posted on the website of the Company.
8. AUDITORS & AUDITORSâ REPORT
- STATUTORY AUDITORS & STATUTORY AUDITORSâ REPORT
The Statutory Auditors, M/s. Shah Gupta & Co., Chartered accountants, Mumbai (Firm Registration No. 109574W), have issued Audit Report for the Financial Year 2017-18 pursuant to provisions of Section 141 (2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014. The Notes on Accounts referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The auditors Report does not contain any qualification, reservation or adverse remark.
- SECRETARIAL AUDITORSâ & SECRETARIAL AUDITORSâ REPORT
The Secretarial Auditors, M/s. H S Associate, Practicing Company Secretary, Mumbai (Certificate of Practice No. 1483), have issued Secretarial Audit Report for the Financial Year 2017-18 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as âAnnexure Bâ and forms part of this Report.
The Secretarial Audit Report for the year under review contains certain remarks, the managementâs reply for the same is as mentioned below:
Sr. No. |
Auditorâs Remark |
Managementâs Reply |
1. |
As per Regulation 31 of LODR, 2015, Minor Promoters Shareholding is not in Demat Form |
With reference to the observations made by the Secretarial Auditors in their Report, Directors wish to state that the Company is under process of dematerializing the shareholding of the minor promoter |
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186
The details of Loan, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
10. RELATED PARTY TRANSACTIONS
All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on armâs length basis and were in the ordinary course of business. As provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format are annexed to this report as âAnnexure Câ.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: www.ladderup.com The details of the transactions with related parties are provided in the accompanying financial statements.
11. SUBSIDIARY & ASSOCIATES
The Company has one subsidiary i.e., Ladderup Wealth Management Private Limited. During the year, the Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of its subsidiary in the prescribed format are given in notes to the financial statements. The statement also provides the details of performance and financial position of the subsidiary.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on website of www.ladderup.com. These documents will also be available for inspection during the business hours at the registered office of the Company.
The Companyâs policy on material subsidiary as approved by the Board is uploaded on the Companyâs website at âInvestorsâ section. The Company also has one Associate i.e. Annapurna Pet Private Limited.
12. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS Consolidated Performance
Your Company has earned total revenue of INR 1581.72 lakh in FY 2017-18 as compared to INR 1837.06 lakh in FY 2016-17. The profit after tax in FY 2017-18 is INR 737.29 lakh as compared to INR 1306.82 lakh in FY 2016-17.
Standalone Performance
Your Company has earned total Profit of INR 634.77 lakh during the FY 2017-18 as against INR 1261.84 lakh in the FY 2016-17.
Your company as in the last few years continues to invest in asset based transactions with good growth prospects.
The Financial Year 2017-18 continues to be difficult year for Companies operating in the financial services space. The global macroeconomic conditions as well as domestic market conditions converged simultaneously to create strong headwinds. There was perceptible impact on margins and profitability for most companies in the financial services space as well.
Subsidiary Company
LADDERUP WEALTH MANAGEMENT PRIVATE LIMITED (LWMPL)
Unlike the previous financial year, 2017-18 turned out to be a good year for the capital market. The Sensex rose by almost 11% during the year. In this environment, most of our investment recommendations have done very well. The business has also been able to add fresh clients and improve the Assets Under Management.
During the FY 2017-18 the Company has achieved total revenue of INR 527.90 lakh in FY 2017-18 (against INR 303.84 lakh in previous year) and posted a profit of INR 114.53 lakh for FY 2017-18 against a net profit of INR 44.96 lakh in previous year. Ladderup Wealth Management Private
Limited, the subsidiary of your Company is engaged in the wealth management solutions for HNIs, SMEs and Corporates. The Company is hopeful for a better performance in the FY 2018-19 and it has chalked out extensive growth plans by increasing its product basket and addition of clients.
13. AMOUNT TRANSFERRED TO RESERVE
During the Financial Year 2017-18 the Company has transferred Rs. 12,695,630/- equivalent to 20% of profit after tax of the Company to Special Reserve Account in compliance with Section 45IC of the RBI Act.
14. DIVIDEND
In order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the FY 2017-18.
15. MATERIAL CHANGES
During the Financial Year 2017-18 there are no material changes affecting the financial position of the company and affecting Financials Statement.
16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is to be regarded as Nil.
The Company has not entered into any technology transfer agreement.
17. RISK MANAGEMENT POLICY
As per the provisions of the Companies Act, 2013 and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee has laid down the procedures to inform to the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD and the CFO that the mitigation plans are finalised and up-to-date, owners are identified and the progress of mitigation actions are monitored.
18. CORPORATE SOCIAL RESPONSIBILITY
Ladderup Finance Limited believes that sustained growth of business lies on triple bottom line i.e. growth of people around our operation, protection of environment where we operate and profit from our business. We understand that well being of the community around our business helps in growth of business and hence we value people around our operational locations and promote inclusive growth.
We endeavour to serve the society and achieve excellence. We continue to remain focused on improving the quality of life and engaging communities through ensuring environment sustainability, promoting healthcare, promoting education and many more activities.
Pursuant to Section 135 of the Companies Act, 2013, and the relevant rules, the Company is having in place the Corporate Social Responsibility (CSR) Committee under the chairmanship of Mr. Sunil Goyal, the other members of the Committee are Mr. Manoj Singrodia, and Mr. K.V.S. Shyamsunder. The Companyâs policy on CSR envisages expenditure in areas falling within the purview of Schedule VII of the Companies Act, 2013. The detailed CSR policy is available on the companyâs website at the web link: www.ladderup.com.
During the financial year 2017-18 the Company has earned a net profit Rs. 634.77 Lakh. Therefore, pursuant to the provisions of Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility) Rules, 2014 the Company constituted a Corporate Social Responsibility Committee & the committee will perform the desired functions on behalf of the Board in relation to the Corporate Social Responsibility of the Company.
19. PREVENTION OF INSIDER TRADING
As per the provisions of SEBI (Prohibition of insider trading) Regulations, 2015, the Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Directors and the designated employees have confirmed compliance with the Code.
20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints from any of the employees of the Company.
21. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interests of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its committees. The Directors expressed their satisfaction with the evaluation process.
22. SHARE CAPITAL
The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2018 was Rs. 128,526,000/- (Rupees Twelve Crores Eighty Five Lakhs Twenty Six Thousand Only). During the year under review, the Company has not issued any shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2018 none of the Directors of the Company holds instrument convertible into equity shares of the Company.
23. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY
The Company is registered as a Non-Banking Financial Institution on 24th February, 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your Company is categorized as a Non-deposit taking NonBanking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 73 of the Companies Act, 2013.
24. CORPORATE GOVERNANCE
Pursuant to Regulations 34 & 53 read with schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the following forms part of this Annual Report and are enclosed/ annexed to this report:
- Management Discussion and Analysis
- Report on Corporate Governance
- Declaration on Compliance with Code of Conduct
- Certificate from M/s. Jajodia & Associates regarding compliances of Corporate Governance.
25. COMMITTEES OF THE BOARD
There are currently Seven Committees of the Board, as follows:
1. Audit Committee
2. Stakeholdersâ Relationship Committee
3. Nomination & Remuneration Committee
4. Investment Committee
5. Risk Management Committee
6. Prevention of Sexual Harassment Committee
7. Corporate Social Responsibility Committee.
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR
Mr. Mohan Vasant Tanksale was appointed as an Additional Independent Director of the Company w.e.f. 14th November, 2017 and Mr. Saurabh Mahesh Sarayan was appointed as an Additional NonExecutive Director of the Company w.e.f. 14th November, 2017.
Mr. Sanket Limbachiya, Company Secretary and Compliance Officer of the Company has resigned w.e.f. 31st May, 2017.
The Company has appointed Ms. Zarana Soni, Company Secretary and Compliance Officer of the Company w.e.f. 12th August, 2017.
Ms. Zarana Soni, Company Secretary and Compliance Officer of the Company has resigned w.e.f. 13th February, 2018.
27. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
29. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Companyâs internal control system is designed to ensure orderly and efficient conduct of its business, compliance with law and regulations including adherence to the Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting record, and the timely preparation of reliable financial information Internal Control system is supported by an Internal Audit Process. The Internal Audit Plans and Scope are well laid-out to ensure compliance with various applicable laws and internal policies. The Internal Auditors review the systems and procedures and advise on further improvements wherever required. The reports of the Internal Auditors are reviewed by the Audit Committee and the Board of Directors of the Company.
All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of account and reporting financial statements.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the company has adopted a vigil mechanism policy. This policy can be viewed on the Companyâs website viz. www.ladderup.com in the âInvestorsâ Section.
31. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.
Date : 13th August, 2018 For and on behalf of the Board
Place : Mumbai
Regd. Office : 102-A, 1st Floor,
Hallmark Business Plaza Sd/- Sd/-
Sant Dyaneshwar Marg, Sunil Goyal Mangala Prabhu
Guru Nanak Hospital, Managing Director Director
Bandra (East), Mumbai - 400 051 DIN: 00503570 DIN: 06450659
Mar 31, 2016
DIRECTORS'' REPORT
The Members,
The Directors are pleased to present the Twenty Third Annual Report of the Company, both on Standalone and Consolidated basis together with the Audited Financial Statements for the FY ended 31st March, 2016.
1. FINANCIAL RESULTS
Rs. in Lakhs)
Particulars |
2015-16 |
2014-15 |
2015-16 |
2014-15 |
Consolidated |
Standalone |
|||
Operational and other Income |
700.87 |
990.42 |
369.70 |
265.99 |
Profit before Depreciation and Tax |
127.24 |
51.37 |
260.04 |
191.02 |
Less : Depreciation |
8.64 |
21.16 |
1.16 |
2.50 |
Profit before Tax |
119.09 |
30.21 |
258.88 |
188.52 |
Less : Tax expenses (includes provision for deferred tax asset/liability) |
3.80 |
(36.58) |
4.23 |
13.54 |
Profit after Tax |
115.30 |
66.79 |
254.66 |
174.98 |
The Consolidated Statements provide the results of Ladderup Finance Limited together with its subsidiary.
2. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A".
3. MEETINGS OF THE BOARD
During FY 2015-16 five Board Meetings were held by the Company on 18th April, 2015, 29th May, 2015, 12th August, 2015, 4th November, 2015 and 14th February, 2016. The intervening gap between the meetings was as prescribed under the Act, and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The number of Committee Meetings held during the FY 2015-16 forms part of the Corporate Governance Report.
4. DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act.
(a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2016 and of the profit of the company for the year ended on that date;
(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) That the annual financial statements have been prepared on a going concern basis;
(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
5. DIRECTORS
In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Manoj Singrodia, Director of the Company retires by rotation at ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.
Further, In accordance with the provisions of Section 160 of the Act, the Articles of Association of the Company, and under Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors in their meeting held on 11th August, 2016 appointed Mr. Thallapaka Venkateshwara Rao as Additional Director to hold office up to the ensuing Annual General Meeting. The Company has received notice in writing from Shareholder signifying candidature of Mr. Thallapaka Venkateshwara Rao''s for appointment as Independent Director of the Company. The Board recommend his appointment at the ensuing AGM.
Mr. Deepak Ladha, Executive Director and Mr. Alasdair Nisbet, Independent Director of the Company has resigned from their respective posts w.e.f. 4th April, 2015 and Mrs. Bhama Krishnamurthy, Additional Director of the Company has resigned from the Company w.e.f 19th May, 2015. The Board of Directors has placed on record its warm appreciation for the rich contribution made by Mr. Deepak Ladha, Mr. Alasdair Nisbet and Mrs. Bhama Krishnamurthy during their respective tenures as Directors of the Company.
The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Director proposed to be re-appointed is given in the Notice convening Twenty Third Annual General Meeting.
6. NOMINATION AND REMUNERATION POLICY
Pursuant to Provisions of Section 178 of the Act, and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration committee the Board has adopted policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance Report.
7. AUDITORS & AUDITORS'' REPORT
Pursuant to the provisions of Section 139 of the Act, and the rules framed there under, M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment.
The Company has also received letter from M/s. Khurdia Jain & Co., Chartered Accountants (Firm Registration No. 120263W) to the effect that they are willing to continue as Statutory Auditors and their re-appointment if made would be within the limits prescribed under Sections 139 and 142 of the Act. The Audit Committee and Board of Directors recommends re-appointment of M/s. Khurdia Jain & Co. as Statutory Auditors of the Company for the FY 2016-17, who shall hold office from ensuing AGM till the conclusion of the Annual General Meeting of the Company to be held in the FY 2017-18.
The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
8. SECRETARIAL AUDIT REPORT
The Secretarial Auditors, M/s. H S Associate, Practicing Company Secretaries, Mumbai (Certificate of Practice No. 1483), has issued Secretarial Audit Report for the Financial Year 2015-16 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as "Annexure B" and forms part of this Report.
The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE BY THE COMPANY UNDER SECTION 186 OF THE ACT
The details of Loan, Guarantees and Investments made by the Company under the provisions of Section 186 of the Act are provided in the notes to the Financial Statements.
10. RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. As provided under section 134(3)(h) of the Act and Rules made there under disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as "Annexure C".
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: www.ladderup.com
The details of the transaction with related parties are provided in the accompanying financial statements.
11. SUBSIDIARY AND ASSOCIATE
The Company has one subsidiary i.e. Ladder up Wealth Management Private Limited. During the Year Company has disinvest/diluted 85% stake of Ladder up Corporate Advisory Private Limited (LCAPL) and hence the relationship of Holding Company and Subsidiary Company has been ceased. The Company also has one Associates Company i.e. Annapurna Pet Private Limited.
During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiary and associate. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and its subsidiary and Associate, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of subsidiary and associate in the prescribed format are given in notes to the financial statements. The statement also provides the details of performance, financial positions of each of the subsidiary.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on website of the Company www.ladderup.com. These documents will also be available for inspection during the business hours at the registered office of the Company.
The Company''s policy on material subsidiary as approved by the Board is uploaded on the Company''s website at "Investors" section.
12. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS
Consolidated Performance
Your Company has earned total revenue of Rs, 700.87 lakhs in FY 2015-16 as compared to Rs, 990.42 lakhs in FY 2014-15. The profit after tax in FY 2015-16 is Rs, 115.30 lakhs as compared to Rs, 66.79 lakhs in FY 2014-15.
Standalone Performance
Your Company has earned total Profit of Rs, 254.66 lakhs during the FY 2015-16 as against Rs, 174.98 lakhs in the FY 2014-15.
Your company as in the last few years continues to invest in asset based transactions with good growth prospects.
The Financial Year 2015-16 was relatively difficult and uncertain year for companies operating in the financial services space. The global macroeconomic conditions as well as domestic market conditions converged simultaneously to create strong headwinds. There was perceptible impact on margins and profitability for most companies in the financial services space as well.
Subsidiary Company
LADDERUP WEALTH MANAGEMENT PRIVATE LIMITED (LWMPL)
During the FY 2015-16 overall wealth management Industry faced some headwinds as most of the asset classes continued to remain under pressure. The Company continued its innovative approach of customizing wealth management advice and providing structured solutions across all asset classes to the clients. However, there was a change in the service tax applicability (from Mutual fund houses to Advisory firms) which affected the industry. Also, the Company lost a few clients which impacted the business. The Company achieved total revenue of Rs, 189 lakhs in FY 2015-16 (against Rs, 260 lakhs in previous year) and posted a loss of Rs, 42 lakhs for FY 2015-16 against a net profit of Rs, 32 lakhs in previous year.
LADDERUP CORPORATE ADVISORY PRIVATE LIMITED (LCAPL)
Given the continuous losses in LCAPL over the last three years, it was decided to divest this business from LFL. LCAPL ceased to be a subsidiary of the Company with effect from 30th September, 2015. The current financial year captures the performance of LCAPL only up to 30th September, 2015. LFL continues to have a 15% investment in LCAPL.
LCAPL''s revenues for the full year increased from Rs, 389 Lakhs to Rs, 399 Lacs with Net Loss of Rs, 18 Lakhs for FY 2015-16 against a Net Loss of Rs, 164 Lacs in the previous year. However, this is only for information purpose as the above financials are for full year FY 2015-16 and LCAPL ceased to be a subsidiary effective 30th September, 2015 and hence in the consolidated LFL financials, only 6 months financials are considered.
13. AMOUNT TRASNFERRED TO RESERVE
During the Financial Year 2015-16 the Company has transferred Rs, 5,093,162/- equivalent to 20% of profit after tax of the Company to Special Reserve Account in compliance with Section 45IC of the RBI Act.
14. DIVIDEND
In order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the FY 2015-16.
15. MATERIAL CHANGES
During the FY 2015-16 the Company has disinvest/diluted 85% stake of Ladderup Corporate Advisory Private Limited, Wholly Owned Subsidiary and hence the relationship of Holding Company and Subsidiary Company has been ceased.
16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is to be regarded as Nil.
The Company has not entered into any technology transfer agreement.
17. RISK MANAGEMENT POLICY
As per the Act, and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee has laid down the procedures to inform to the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company.
The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD and the CFO that the mitigation plans are finalised and up to date, owners are identified and the progress of mitigation actions are monitored.
18. PREVENTION OF INSIDER TRADING
In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from 15th May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for prevention of insider trading.
The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Directors and the designated employees have confirmed compliance with the Code.
19. LISTING REGULATIONS
The Securities and Exchange Board of India (SEBI) has, by its notification dated 2nd September, 2015, issued the (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of the Listing Regulations for different segments of capital markets to ensure better enforceability. The Regulations became effective from 1st December, 2015 and have replaced the Listing Agreement accordingly, all listed entities were required to enter into the Listing Agreement within 6 (six) months from the effective date. The Company has entered into Listing Agreement with BSE Limited.
Pursuant to the Listing Regulations, the following policies were approved and adopted by the Board.
(i) Policy on determination of Materiality for disclosure of events or information.
(ii) Policy for preservation of documents, to classify documents in two categories, viz. documents which need to be preserved permanently and documents which need to be preserved for not less than 8 years after completion of the relevant transactions.
(iii) Archival Policy, to determine the period, for which information is required to be disclosed in on the Company''s website.
Policy on Materiality and Preservation of documents are available on the website of the Company www.ladderup.com
20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.
During the financial year under review, the Company has not received any complaints from any of the employees of the Company.
21. PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.
22. SHARE CAPITAL
The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2016 was '' 128,526,000. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2016 none of the Directors of the Company holds instrument convertible into equity shares of the Company.
23. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY
The Company being registered as a Non-Banking Financial Institution on 24th February, 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your Company is categorized as a Non-deposit taking Non-Banking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 73 of the Companies Act, 2013.
24. CORPORATE GOVERNANCE
Pursuant to Regulations 34 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the following forms part of this Annual Report:
- Management Discussion and Analysis
- Corporate Governance Report
- Auditors'' Certificate regarding compliance of conditions of Corporate Governance
25. COMMITTEES OF THE BOARD:
There are currently Six Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders'' Relationship Committee
3. Nomination & Remuneration Committee
4. Investment Committee
5. Risk Management Committee
6. Prevention of Sexual Harassment Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report.
26. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR
- Mr. Deepak Ladha, Executive Director and Mr. Alasdiar Nisbet, Independent Director has resigned from the directorship w.e.f. 4th April, 2015.
- Mrs. Bhama Krishnamurthy has resigned as Additional Director of the Company w.e.f. 19th May, 2015
- Mrs. Mangala Radhakrishna Prabhu was appointed as Additional Director of the Company w.e.f 29th May, 2015 and later on regularised as Non-Executive Director of the Company w.e.f. 25th July, 2015
- Mr. Suresh Kumar appointed as Chief Financial Officer of the Company w.e.f. 12th August, 2015.
27. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
29. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy. This Policy can be viewed on the Company''s website viz.www.ladderup.com in the "Investors" Section.
31. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.
Date : 11th August, 2016 For and on behalf of the Board
Place : Mumbai
Regd. Office : 102-A,
Hallmark Business Plaza
Gurunanak Hospital Road, Sunil Goyal Mangala Prabhu
Bandra (East), Mumbai - 400 051. Managing Director Director
DIN: 00503570 DIN: 06450659
Mar 31, 2015
The Members,
The Directors are pleased to present the Twenty Second Annual Report
of the Company, both on Standalone and Consolidated basis together with
the Audited Financial Statements for the FY ended 31st March, 2015.
1. FINANCIAL RESULTS
Particulars 2014-15 2013-14
Consolidated
Operational and other Income 990.42 1,024.52
Profit before Depreciation and Tax 51.37 194.85
Less: Depreciation 21.16 20.30
Profit before tax 30.21 174.55
Less: Tax expenses (includes provision for
deferred (36.58) (8.06)
tax asset/liability)
Profit after tax 66.79 182.61
Cin Lacs)
Particulars 2014-15 2013-14
Standalone
Operational and other Income 265.99 267.32
Profit before Depreciation and Tax 191.02 246.90
Less: Depreciation 2.50 2.44
Profit before tax 188.52 244.46
Less: Tax expenses (includes provision for 13.54 9.66
deferred tax asset/liability)
Profit after tax 174.98 234.80
The Consolidated Statements provide the results of Ladderup Finance
Limited together with those of its subsidiaries.
2. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9
as required under Section 92 of the Companies Act, 2013 (herein after
referred to as "the Act") forms an integral part of this Report as
"Annexure A"
3. MEETINGS OF THE BOARD:
During FY 2014-15 four Board Meetings were held by the Company on 6th
May, 2014, 11th August, 2014, 14th November, 2014 and 13th February,
2015. The intervening gap between the meetings was as prescribed under
the Companies Act, 2013 and Clause 49 of the Listing Agreement entered
with the BSE. The number of Committee Meetings held during the FY
2014-15 forms part of the Corporate Governance Report.
4. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information
and explanation obtained by them, your Directors make the following
statements in terms of Section 134(5) of the Act.
(a) That in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(b) That such accounting policies as mentioned in Notes to the
Financial Statements have been selected and applied consistently and
judgments have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company as at 31st
March, 2015 and of the profit or loss of the Company for the FY ended
on that date;
(c) That proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
(d) That the annual Financial Statements have been prepared on a going
concern basis;
(e) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
(f) That systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating
effectively.
5. DIRECTORS:
In accordance with the provisions of Section 152 of the Act, and that
of Articles of Association of the Company, Mr. Harsha Saksena, Director
of the Company retires by rotation at this AGM of the Company and being
eligible, offers himself for reappointment.
In accordance with the provision of the Act, the Articles of
Association of the Company, and as per the Clause 49 of the listing
agreement entered with Stock Exchange, the Board of Directors in their
meeting held on 29th May, 2015 appointed Mrs. Mangala Radhakrishna
Prabhu as Additional Director (Woman Director) up to the ensuing AGM.
The Company has received notice in writing from her signifying own
candidature for appointment as Non-Executive Director of the Company.
The Board recommends her appointment at the ensuing AGM.
The Company has received declarations from all the Independent
Directors confirming that they meet with the criteria of independence
as prescribed both under Section 149 (6) of the Companies Act, 2013 and
under Clause 49 of the Listing Agreement with the BSE.
6. NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
7. AUDITORS & AUDITORS' REPORT:
M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of
the Company, retire at the conclusion of ensuing AGM and offer
themselves for reappointment.
The Company has received letter from M/s. Khurdia Jain & Co., Chartered
Accountants (Firm Registration No. 120263W) to the effect of their
appointment, if made, would be in prescribed limit under Sections 139
and 142 of the Act. The Audit Committee and Board of Directors
recommend reappointment of M/s. Khurdia Jain & Co. as Statutory
Auditors of the Company to hold office conclusion of the ensuing AGM
till the conclusion of next AGM and to fix their remuneration.
The Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
8. SECRETARIAL AUDIT REPORT:
As per Section 204 of the Act, Secretarial Audit Report from M/s. H. S.
Associate, Practising Company Secretaries (Certificate of Practice No.
1483) forms an integral part of this Report as "Annexure B."
There is no secretarial audit qualification for the year under review.
9. INTERNAL AUDITOR:
During the financial year the Company has appointed M/s. Shah Gupta &
Co. Chartered Accountants, (Firm Registration No. 109574W) as Internal
Auditor of the Company as per Section 138 of the Act.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
UNDER SECTION 186.
Details of Loan, Guarantees and Investments covered under the
provisions of the Act, are given in the notes to the Financial
Statements.
11. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during
the FY with related parties were in the ordinary course of business and
on an arm's length basis. During the year under review, the Company had
not entered into any contract/arrangement/transaction with related
parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions.
Since all related party transactions entered into by the Company were
in the ordinary course of business and were on an arm's length basis,
Form AOC-2 is not applicable to the Company.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link: www.ladderup. com.
Your Directors draw attention of the members to after the Notes to the
Financial Statement which sets out related party disclosures.
12. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
Consolidated Performance
Your Company has earned total revenue of Rs 990.42 lakhs in FY 2014-15
as compared to Rs 1024.52 lakhs in FY 2013-14. The profit after tax in
FY 2014-15 is Rs 66.79 lacs as compared to Rs 182.61 lakhs in FY 2013-14.
Standalone Performance
Your Company has earned total Profit after tax during the FY 2014-15 is
Rs 174.98 lakhs as against Rs 234.80 lakhs in the FY 2013-14. Decline in
the profit is basically attributed towards fewer returns upon sale of
listed and unlisted securities held by the Company.
Your company as in the last few years continues to invest in asset
based transactions with good growth prospects.
The FY 2014-15 was relatively difficult and uncertain year for
companies operating in the financial services space. The global
macroeconomic conditions as well as domestic market conditions
converged simultaneously to create strong headwinds. There was
perceptible impact on margins and profitability for most companies in
the financial services space as well.
LADDERUP CORPORATE ADVISORY PRIVATE LIMITED (LCAPL)
In FY 2014-15, your Company's subsidiary, Ladderup Corporate Advisory
Private Limited (LCAPL) revenues decreased from Rs 536 lakhs in PY to Rs
389 lakhs and this resulted in the Net Loss for the FY 2014-15 of Rs 163
lakhs as against a Net Loss of Rs 51 Lacs in the PY.
LCAPL continued its in-depth coverage and servicing of large and
midmarket corporate clients during the year. LCAPL was able to build
significant relationships with many well-known, reputed corporate
groups during this year while focusing on deepening relationships with
the existing clients through an array of customised advisory services.
The volatility and weak sentiment in the secondary markets for most of
the year considerably impacted the primary markets. While LCAPL started
the FY with a number of private equity offerings in the pipeline, many
of them could not be completed due to challenging market conditions.
Some of the deals got extended into the current FY.
Ladderup Wealth Management Private Limited (LWMPL)
The other subsidiary of your company is engaged in the wealth
management solutions for HNIs, SMEs and Corporates. During the FY
2014-15 overall Wealth Management Industry faced some headwinds as most
of the asset classes continued to remain under pressure. LWMPL
continued its work in a focused way at increasing the pace of client
acquisition and adding fresh talent to the core team. The Company
continued its innovative approach of customising wealth management
advice and providing structured solutions across all asset classes to
the clients. All these efforts has helped the Company achieve total
revenue of Rs 260 lakhs in FY 2014-15 (PY Rs 218 lakhs) while the profit
after tax stood at Rs 32 lakhs for FY 2014-15(PY Rs 2 lakhs).
13. AMOUNT TRANSFERRED TO RESERVE:
During the FY 2014-15 the Company has transferred an amount of Rs
34,99,350/- (P.Y. Rs 46,96,002/-) equivalent to 20% of profit after tax
of the Company to Special Reserve Account in compliance with Section
45IC of the RBI Act.
14. DIVIDEND:
In order to preserve funds for future activities, the Board of
Directors of your Company do not recommend any Dividend for the FY
2014-15.
15. MATERIAL CHANGES:
During the FY 2014-15 there are no material changes affecting the
financial position of the company and affecting the Financial
Statements.
16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
There was no technology absorption and no foreign exchange earnings or
outgo, during the year under review. Hence, the information as required
under Section 134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 is to be regarded as Nil.
The Company has not entered into any technology transfer agreement.
17. RISK MANAGEMENT:
As per the Act, and as part of good corporate governance the Company
has constituted the Risk Management Committee. The Committee is
required to lay down the procedures to inform to the Board about the
risk assessment and minimisation procedures and the Board shall be
responsible for framing, implementing and monitoring the risk
management plan and policy for the Company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
The Committee reviewed the risk trend, exposure and potential impact
analysis carried out by the management. It was specifically confirmed
to the Committee by the MD & CEO and the CFO that the mitigation plans
are finalised and up to date, owners are identified and the progress of
mitigation actions are monitored.
18. PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act, and Clause 49 of the Listing
Agreement, a separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman of the Board
who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the
interests of the Company. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non Independent Directors was
carried out by the Independent Directors. The board also carried out
annual performance evaluation of the working of its Audit, Nomination
and Remuneration as well as Stakeholder Relationship Committee. The
Directors expressed their satisfaction with the evaluation process.
19. SUBSIDIARIES:
The Company has two subsidiaries i.e. LCAPL and LWMPL. During the year
Company has sold its entire shareholding held in Ladderup Insurance
Broking Private Limited and accordingly the relation of holding company
and subsidiary company has ceased.
During the year, the Board of Directors ('the Board') reviewed the
affairs of the subsidiaries. In accordance with Section 129(3) of the
Act, we have prepared consolidated Financial Statements of the Company
and all its subsidiaries, which form part of the Annual Report.
Further, a statement containing the salient features of the Financial
Statements of our subsidiaries in the prescribed format are given in
notes to the Financial Statements. The statement also provides the
details of performance, financial positions of each of the
subsidiaries.
In accordance with Section 136 of the Act, the audited Financial
Statements, including the consolidated financial statements and related
information of the Company and audited accounts of each of its
subsidiaries, are available on our website www.ladderup.com. These
documents will also be available for inspection during the business
hours at the registered office of the Company.
20. SHARE CAPITAL:
The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st
March, 2015 was Rs 12,85,26,000. During the year under review, the
Company has not issued shares with differential voting rights nor
granted any stocks options or sweat equity. As on 31st March, 2015 none
of the Directors of the Company holds instrument convertible into
equity shares of the Company.
21. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY:
The Company has been registered as a Non-Banking Financial Institution
on 24th February, 1998 In terms of the provisions of Non-Banking
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms
(Reserve Bank) Directions, 2007. Your Company is categorized as a
Non-deposit taking Non-Banking Financial Company. The Company has not
accepted any deposits from the public during the year pursuant to the
provisions of Section 58A of the Companies Act, 1956.
22. CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement entered with the BSE, a
separate Report on Corporate Governance practices followed by the
Company, together with a Certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.
Further, as per Clause 49 of the Listing Agreement entered with the
BSE, CEO/CFO Certification confirming the correctness of the financial
statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee forms an integral part of this Report.
23. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
As per Clause 49 of the Listing Agreement entered with the BSE, a
separate Report on Management's Discussion and Analysis forms an
integral part of this Report.
24. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:
During the year following Directors and Key Managerial Personnel
resigned and appointed in the Company.
- Mr. Tulsi Daryanani, Company Secretary resigned with effect from
11th August, 2014.
- Mr. Sanket Limbachiya, appointed as Company Secretary with effect
from 1st February, 2015.
- Mr. Deepak Ladha, Executive Director and Mr. Alasdair Nisbet,
Independent Director resigned from the directorship with effect from
4th April, 2015.
- Mrs. Bhama Krishnamurthy, appointed as Additional Director with
effect from 13th February, 2015, and resigned from the directorship
with effect from 19th May, 2015.
25. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing AGM. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorised use or disposition of its assets
commensurate with its size, scale and complexities of its operations.
The internal auditor of the company checks and verifies the internal
control and monitors them in accordance with policy adopted by the
company.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control systems and suggest
improvements to strengthen the same.
All the transactions are properly authorised, recorded and reported to
the Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of account and reporting
Financial Statements.
28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behaviour
of the Company has adopted a vigil mechanism policy.
29. CHANGE OF NAME:
The Company has taken Shareholders approval for change of name of the
Company. However Company being a NBFC requires a Non-Objection
Certificate (NOC) from the Reserve Bank of India. The Company has
received NOC from RBI but the Board of Directors decided to defer the
proposal for change of name for future period.
30. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from all our Clients, Financial Institutions, Bankers, Business
Associates and the Government and other regulatory authorities and
thank all stakeholders for their valuable sustained support and
encouragement towards the conduct of the proficient operation of the
Company. Your Directors would like to place on record their gratitude
to all the employees who have continued their support during the year.
Date : 29th May, 2015 For and on behalf of the Board
Place : Mumbai
Regd. Office :
102-A, Hallmark Business Plaza
Gurunanak Hospital Road, Sunil Goyal Manoj Singrodia
Bandra (East), Mumbai - 400 051. Managing Director Director
DIN: 00503570 DIN: 01501529
Mar 31, 2014
The Members,
The Directors are pleased to present the Twenty First Annual Report of
the Company, both on Standalone and Consolidated basis together with
the Audited Statement of Accounts for the financial year ended 31st
March, 2014.
1. FINANCIAL RESULTS: (Rsin Lacs)
Particulars 2013-14 2012-13
Consolidated
Operational and other Income 1,024.52 1,042.22
Profit before Depreciation and Tax 194.85 202.17
Less: Depreciation 20.30 23.55
Profit before Tax 174.55 178.62
Less: Tax expenses (includes provision for (8.06) 40.81
deferred tax asset/liability)
Profit after tax 182.61 137.81
Paticular 2013-14 2012-13
Standalone
Operational and other Income 267.32 307.13
Profit before Depreciation and Tax 246.90 298.30
Less: Depreciation 2.44 2.55
Profit before Tax 244.46 295.75
Less: Tax expenses (includes provision for 9.66 40.17
deferred tax asset/liability)
Profit after tax 234.80 255.58
The Consolidated Statements provide the results of Ladderup Finance
Limited together with those of its subsidiaries.
2. FINANCIAL HIGHLIGHTS:
Consolidated Performance
Your Company has earned total a consolidated revenue of Rs.1,024.52 Lacs
in FY 2013-14 as compared to Rs.1,042.22 Lacs in FY 2012-13. The profit
after tax in FY 2013-14 is Rs.182.61 Lacs as compared to Rs.137.81 Lacs
in FY 2012-13.
Standalone Performance
Your Company has earned total profit after tax during the current year
amounting to Rs.234.80 Lacs as against Rs.255.58 Lacs in the previous
year. Decline in the profit is basically attributed towards fewer
returns upon sale of listed and unlisted securities held by the
Company.
Your company as in the last few years continues to invest in asset
based transactions with good growth prospects.
In FY 2013-14, your Company''s subsidiary, Ladderup Corporate Advisory
Private Limited (LCAPL) continued its in-depth coverage and servicing
of large and mid-market corporate clients. It was able to build
significant relationships with many well-known, reputed corporate
groups during this year while focusing on deepening relationships with
the existing clients through an array of customized and regular product
offerings.
LCAPL also advised on a number of significant cross-border and domestic
M&A deals. LCAPL has taken a conscious effort of building a sector
based approach and has identified a few sectors of focus viz.
Packaging, Chemicals, Engineering, Consumer Goods and Renewable Energy.
LCAPL is strengthening its Merchant Banking team and the Equity Capital
Market (ECM) segment, set up during the year has been able to
successfully handle an open offer assignment, a underwriting assignment
for a Company which got its shares listed on NSE SME platform apart
from a few other valuation assignments.
Ladderup Wealth Management Private Limited, the other subsidiary of
your Company is engaged in the wealth management solutions for HNIs,
SMEs and Corporates. This businesse performance of LWMPL was stable
during the FY 2013-14.
3. DIVIDEND
Your Directors have recommended a dividend of Rs.0.50 paise (5%) per
Equity Share of the face value of Rs.10 each for the FY 2013-14
amounting to Rs.64,26,300 (Excluding Dividend Distribution Tax). The
Dividend will be paid to members whose names appear in the register of
Members as on 19th September, 2014 in respect of shares held in
dematerialized form and will be paid to members whose names are
furnished by Depositories.
4. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY (NBFC)
The Company has been registered as a Non-Banking Financial Institution
on 24th February, 1998 In terms of the provisions of Non-Banking
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms
(Reserve Bank) Directions, 2007. Your Company is categorised as a
Non-deposit taking Non-Banking Financial Company. The Company has not
accepted any deposits from the public during the year pursuant to the
provisions of Section 58A of the Companies Act, 1956.
5. DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and that
of Articles of Association of the Company, Mr. Manoj Singrodia,
Director of the Company retires by rotation at this Annual General
Meeting of the Company and being eligible, offers himself for
re-appointment. The Board recommends his re-appointment.
Mr. T. B. Subramaniam, Independent Director of the Company retires by
rotation at the forthcoming Annual General Meeting of the Company.
However Mr. T. B. Subramaniam does not wish to offer himself for
re-appointment at the Annual General Meeting.
Board acknowledges the guidance rendered by Mr. T. B. Subramaniam to
the Company during his long tenure with the Company.
Mr. K.V.S. ShyamSunder, Mr. K. Raghuraman and Mr. Alasdair Nisbet were
appointed as Non- Executive Independent Directors of the Company liable
to retire by rotation in accordance with the provision of the erstwhile
provisions of the Companies Act 1956. The Company has received notice
in writing from members proposing Mr. K.V.S. ShyamSuder, Mr. K.
Raghuraman and Mr. Alasdair Nisbet for appointment as Independent
Directors of the Company for term of five years upto 31st March, 2019.
The Board recommends their appointment at the Annual General Meeting.
The Company has received declarations from all the Independent
Directors confirming that they meet with the criteria of independence
as prescribed both under sub-section (6) of Section 149 of the
Companies Act, 2013 under Clause 49 of the Listing Agreement with the
stock exchanges.
No new Independent Directors have been appointed during the year.
6. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 the Board of Directors confirms:
a) That in the preparation of the accounts, the applicable accounting
standards have been followed.
b) That the Directors have 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 at 31st March, 2014 and of the
Profit of the Company for the year ended 31st March, 2014.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the Annual accounts on a going
concern basis.
7. SUBSIDIARIES
The Company has three subsidiaries i.e. Ladderup Corporate Advisory
Private Limited, Ladderup Wealth Management Private Limited and
Ladderup Insurance Broking Private Limited. In accordance with the
general circular issued by Ministry of Corporate Affairs, the Balance,
Profit & Loss Account and other documents relating to the Subsidiary
Companies are not being attached with the Balance Sheet of the Company.
The Company will enable the Members who may be interested in obtaining
the Annual Accounts and other documents of the Subsidiary Companies.
The same will also be placed and kept open for inspection at the
Registered Office of the Company. The Consolidated Financial Statements
presented by the Company include the financial results of its
subsidiary Companies. A statement containing details as required under
Section 212(8) of the Companies Act, 1956 is enclosed herewith to this
report.
8. AUDITORS & AUDITOR''S REPORT
M/s. Khurdia Jain & Co., Chartered Accountants, Mumbai Statutory
Auditors of the Company, retire at the conclusion of ensuing Annual
General Meeting and offer themselves for re-appointment.
The Company has received communication from M/s. Khurdia Jain & Co.,
Chartered Accountants, Mumbai stating that their appointment, if made,
would be witnin prescribed limits under section 141(3)(g) of the
Companies Act, 2013. The Audit Committee and Board of Directors
recommend reappointment of M/s. Khurdia Jain & Co. as Statutory
Auditors of the Company to hold office conclusion of the ensuing Annual
General Meeting till the conclusion of next Annual General Meeting and
to fix their remuneration.
The Notes on Accounts referred to in the Auditor''s Report are
self-explanatory and do not call for any further comments.
9. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock
Exchange, a separate report on Management Discussion and Analysis,
Corporate Governance Report and requisite Certificate from M/s. HS
Associates, Practicing Company Secretaries, Mumbai, confirming the
compliance with conditions of Corporate Governance are enclosed to this
Report.
A Certificate from the Managing Director of the Company in terms of
sub-clause (v) of clause 49 of the Listing Agreement, inter alia,
confirming the correctness of the Financial Statements, adequacy of the
internal control measures and reporting of matters to the Audit
Committee is also annexed herewith
10. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT (MDA)
Management''s Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of this
Annual Report.
11. PARTICULARS OF EMPLOYEES
There are no employees whose particulars are required to be given under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required to be given under Section 217(1) (e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 does not apply to
your Company. There was no foreign exchange earnings or outgoing during
the year.
13. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from all our Clients, Financial Institutions, Bankers, Business
Associates and the Government and other regulatory authorities and
thanks all stakeholders for their valuable sustained support and
encouragement towards the conduct of the proficient operations of the
Company. Your Directors would like to place on record their gratitude
to all the employees who have continued their support during the year.
Date : 11th August, 2014 For and on behalf of the Board
Place : Mumbai
Regd. office : 102-A, 1st Floor, (Sunil Goyal) (Deepak Ladha)
Hallmark Business Plaza, DIN: 00503570 DIN: 03584571
Gurunanak Hospital Road, Managing Executive Director
Bandra (East), Mumbai-400 051 Director
Mumbai-400 051
Mar 31, 2013
The Members,
The Directors are pleased to present the Twenteth Annual Report on
the business and operatons of the Company together with the Audited
Accounts for the fnancial year ended 31st March, 2013.
1. FINANCIAL RESULTS :
(Rs.in Lacs)
Partculars 2012-13 2011-12 2012-13 2011-12
Consolidated Standalone
Operatonal and
other Income 1042.22 1209.11 307.13 167.46
Proft before
Depreciaton and Tax 202.17 282.59 298.30 146.05
Less: Depreciaton 23.55 18.45 2.55 3.81
Proft before Tax 178.62 264.14 295.75 142.23
Less: Tax Expenses
(includes Provision
for Deferred 40.81 93.73 40.17 16.97
Tax Asset/Liability)
Proft afer Tax 137.81 170.41 255.58 125.26
The Consolidated Statements provide the results of Ladderup Finance
Limited together with those of its subsidiaries.
2. FINANCIAL HIGHLIGHTS :
On a Standalone basis the Proft before tax during the FY 2012-13 is Rs.
255 Lacs as against Rs. 125 Lacs in the FY 2011-12. The growth in the
proft is basically atributed towards beter returns upon sale of listed
and unlisted securites held by the Company.
On the Consolidated basis your Company has recorded total revenue of Rs.
1042 Lacs in FY 2012-13 as compared to Rs. 1209 Lacs in FY 2011-12. The
proft afer tax in FY 2012-13 is Rs. 137 Lacs as compared to Rs. 170 Lacs in
FY 2011-12.
Your Company as in the last few years contnues to invest in asset based
transactons with good growth prospects.
In FY 2012-13, your Company''s subsidiary, Ladderup Corporate Advisory
Private Limited (LCAPL) contnued its in-depth coverage and servicing of
large and mid-market corporate clients. It was able to build signifcant
relatonships with many well-known, reputed corporate groups during this
year while focusing on deepening relatonships with the existng clients
through an array of customized and regular product oferings.
LCAPL also advised on a number of signifcant cross-border and domestc
M&A deals. LCAPL has taken a conscious efort of building a sector based
approach and has identfed a few sectors of focus viz. Packaging,
Chemicals, Engineering, Consumer Goods and Renewable Energy.
LCAPL is strengthening its Merchant Banking team and the Equity Capital
Market (ECM) segment set up in the FY 2012-13 and which has been able
to successfully handle an Open Ofer assignment, a underwritng
assignment for a Company which got it''s shares listed on NSE SME
platorm apart from a few other valuaton assignments.
Ladderup Wealth Management Private Limited, the other subsidiary of
your Company is engaged in the wealth management solutons for HNIs,
SMEs and Corporates. This year the Company has overcome the loss of the
previous year and has ended the year at a proft. The Company is hopeful
for a better performance in the FY 2013-14 and it has chalked out
extensive growth plans by increasing its product basket and additon of
clients.
3. DIVIDEND :
Your Directors have recommended a dividend of Rs. 0.50 paise (5%) per
Equity Share of the face value of Rs. 10 each for the fnancial year 31st
March, 2013 amountng to Rs. 75,18 Lacs (Including Dividend Distributon
Tax). The Dividend will be paid to members whose names appear in the
register of Members as on 20th September, 2013 in respect of shares
held in dematerialized form and will be paid to members whose names are
furnished by Depositories.
4. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY (NBFC):
The Company has been registered as an Non-Banking Financial Insttuton
on 24th February, 1998. In terms of the provisions of Non-Banking
Financial (Non-Deposit Acceptng or Holding) Companies Prudental Norms
(Reserve Bank) Directons, 2007, your Company is categorized as an
Non-Deposit Taking Non-Banking Financial Company. The Company has not
accepted any deposits from the public during the year pursuant to the
provisions of Secton 58A of the Companies Act, 1956.
5. DIRECTORS:
Mr. K. Raghuraman, Director of the Company retres by rotaton at the
forthcoming Annual General Meetng of the Company and being eligible
ofers himself re-appointment. The Board recomment his re-appointment at
the Annual General Meetng.
Mr. K. M. Tulsian, Director of the Company retres by rotaton at the
forthcoming Annual General Meetng of the Company. However K. M. Tulsian
does not wish to ofer himself for re-appointment.
The Board of Directors of the Company has co-opted Mr. Alasdair Nisbet
and Mr. Harsha Saksena as Additonal Directors on the Board of the
Company u/s. 260 of the Companies Act, 1956 w.e.f. 11th June, 2013 and
14th August, 2013 respectvely. Mr. Alasdair Nisbet and Mr. Harsha
Saksena shall hold ofce upto the date of the forthcoming annual general
meetng. The Company has received notces u/s. 257 of the Companies Act,
1956 from members proposing their candidature for the ofce of Director
at the forthcoming Annual General Meetng of the Company. The Board
recommends their appointment at the forthcoming Annual General
Meeteing.
Mr. Dhaval Desai, Director relinquished his directorship upon his
non-willingness to be re-appointed by rotaton at the Annual General
Meetng of the Company held on 29th September, 2012
Mr. Parimal Sheth, Whole Time Director tendered his resignaton w.e.f.
31st October, 2012. The Board accepted the same at the meetng of the
Board of Director''s held on 3rd November, 2012.
Board acknowledges the guidance rendered by Mr. K. M. Tulsian, Mr.
Dhaval Desai & Mr. Parimal Sheth to the Company during their tenure.
6. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirements under Secton 217(2AA) of the Companies
Act, 1956 the Board of Directors confrm:
a) that in the preparation of the accounts, the applicable accounting
standards have been followed.
b) that the Directors have selected such accountng policies and applied
them consistently and made judgements and estmates that are reasonable
and prudent so as to give a true and fair view of the state of afairs
of the Company as at 31st March, 2013 and of the Proft of the Company
for the year ended 31st March, 2013.
c) that the Directors have taken proper and sufcient care for the
maintenances of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventng and detectng fraud and other irregularites.
d) that the Directors have prepared the Annual accounts on a going
concern basis.
7. SUBSIDIARIES:
The Company has three subsidiaries i.e. Ladderup Corporate Advisory
Private Limited, Ladderup Wealth Management Private Limited and
Ladderup Insurance Broking Private Limited. In accordance with the
general circular issued by Ministry of Corporate Afairs, the Balance
Sheet, Proft & Loss Account and other documents relatng to the
Subsidiary Companies are not being atached with the Balance Sheet of
the Company. The Company will enable the Members who may be interested
in obtaining the Annual Accounts and other documents of the Subsidiary
Companies. The same will also be placed and kept open for inspection at
the registered office of the Company. The Consolidated fnancial
statements presented by the Company include the fnancial results of its
Subsidiary Companies.
8. AUDITORS & AUDITORS'' REPORT:
M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of
the Company, hold ofce untl the conclusion of ensuing Annual General
Meetng and ofer themselves for re-appointment.
A Certfcate from the Auditors has been received to the efect that their
re-appointment, if made, would be within the limits prescribed under
Secton 224 (1B) of the Companies Act, 1956 and that they do not
disqualify for re-appointment within the meaning of that said Act.
The Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
9. CORPORATE GOVERNANCE:
The Company is commited to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
Pursuant to Clause 49 (VII) of the Listng Agreement with the Stock
Exchange, a separate report on Management Discussion and Analysis,
Corporate Governance Report and requisite Certfcate from M/s. Khurdia
Jain & Co, Chartered Accountants, Mumbai, confrming the compliance with
conditons of Corporate Governance are enclosed to this Report.
A Certfcate from the Managing Director of the Company in terms of
sub-clause (v) of clause 49 of the Listng Agreement, interalia,
confrming the correctness of the Financial Statements, adequacy of the
internal control measure and reportng of maters to the Audit Commitee
is also annexed herewith
10. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT :
Management''s Discussion and Analysis Report for the year under review,
as stpulated under clause 49 of the Listng Agreement with the Stock
Exchange(s), is presented in a separate secton forming part of this
Annual Report.
11. PARTICULARS OF EMPLOYEES:
There are no employees whose partculars are required to be given under
Secton 217(2A) of the Companies Act, 1956 read with the Companies
(Partculars of Employees) Rules, 1975.
12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO :
Informaton required to be given under Secton 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Partculars in the
Report of the Board of Directors) Rules, 1988 does not apply to your
Company. There was no foreign exchange earning or outgoing during the
year.
13. ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their grateful
appreciaton for the excellent assistance and co-operaton received from
all our Clients, Financial Insttutons, Bankers, Business Associates and
the Government and other regulatory authorites and thank all
stakeholders for their valuable sustained support and encouragement
towards the conduct of the profcient operatons of the Company. Your
Directors would like to place on record their grattude to all the
employees who have contnued their support during the year.
Date : 14th August, 2013 For and on behalf of the Board
Place : Mumbai
Regd. Ofce : A-204 Rajeshri Accord,
Telly Cross Lane, Of S.N. Road, (Sunil Goyal) (Deepak Ladha)
Andheri (East), Mumbai - 400 069 Managing
Director Executve
Director
Mar 31, 2012
The Directors are pleased to present the Nineteenth Annual Report on
the business and operations of the Company together with the Audited
Accounts for the financial year ended 31st March, 2012.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
Particulars 2011-12 2010-11 2011-12 2010-11
Consolidated Standalone
Operational and
Other Income 1210.32 1415.28 167.46 176.72
Profit before Depreciation
and Tax 282.59 522.70 146.05 112.36
Less: Depreciation 18.45 18.26 3.81 3.62
Profit before Tax 264.14 504.44 142.23 108.74
Less: Provision for Taxation 108.00 146.76 16.00 12.20
Less/(Add): Deferred Tax (19.14) (13.50) (1.32) 0.44
Less : Taxation of
earlier years 4.87 0.71 2.28 0.71
Profit after Tax 170.41 370.47 125.26 95.39
The Consolidated Statements provide the results of Ladderup Finance
Limited together with those of its Subsidiaries for the FY 2011-12.
2. FINANCIAL HIGHLIGHTS:
On a Standalone Basis, the income from the investing activity stood at
Rs. 167 lacs as compared to Rs. 176 lacs in the previous year. The Profit
before Tax is Rs. 142 Lacs as against Rs. 109 Lacs in the previous year.
The growth in the profit is basically attributed towards better returns
extracted from the investment in the listed and unlisted securities.
On the Consolidated Basis, your Company has recorded total revenue of Rs.
1210.32 Lacs in FY 2011- 12 as compared to Rs. 1415.28 Lacs in FY
2010-11. The Profit after Tax in FY 2011-12 is Rs. 170.41 Lacs as
compared to Rs. 370.47 Lacs in FY 2010-11.
Your Company as in the few previous years continues to invest in asset
based transactions with good growth prospects. In the year under
review, the Company invested in three new ventures viz. Packaging,
Information Technology and Financial Services, all having sound
business models.
In FY 2011-12, your Company's Subsidiary, i.e. Ladderup Corporate
Advisory Private Limited (LCAPL) continued its in-depth coverage and
servicing of large and mid-market corporate clients during the year. It
was able to build significant relationships with many well known,
reputed corporate groups while focusing on deepening relationships with
the existing clients through an array of customized and regular product
offerings.
LCAPL also advised on a number of significant cross-border and domestic
M&A deals and was able to close two transactions in the packaging and
real estate space.
The Company is strengthening its Merchant Banking Team and expects that
the Equity Capital Market (ECM) vertical to contribute in the mid-long
term time frame.
Ladderup Wealth Management Private Limited, the other Subsidiary of
your Company is engaged in wealth management solutions for HNIs, SMEs
and Corporates. The Company is in its initial years of operation and
has chalked out extensive growth plans in the wealth management
services by increasing its product basket.
In the year under review, your Company was adjudged as "Best Financial
Advisors - IFA - West Zone - India 2012 "by CNBC TV 18 and UTI Mutual
Fund.
Looking at good opportunities, your Company had entered into Insurance
Business through one its Subsidiary, Ladderup Insurance Broking Private
Limited. During the year under review, the Company received the
Insurance Broking Licence from Insurance Regulatory and Development
Authority (IRDA) for carrying out Life and General Insurance business.
This Company hopes for good growth opportunities in the forthcoming
financial year.
3. DIVIDEND:
Your Directors have recommended a dividend of Rs. 0.75 (7.5%) per Equity
Share for the financial year ended 31st March, 2012 amounting to Rs.
9,639,450/-. The Dividend will be paid to members whose names appear in
the Register of Members and to those beneficial owners as per details
furnished by the Depositories as on 21st September 2012.
4. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY (NBFC):
The Company has been registered as a Non-Banking Financial Institution
on 24th February, 1998 In terms of the provisions of Non-Banking
Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms
(Reserve Bank) Directions, 2007, your Company is categorized as an
Non-deposit taking Non-Banking Financial Company. The Company has not
accepted any deposits from the public during the year pursuant to the
provisions of Section 58A of the Companies Act, 1956.
5. DIRECTORS:
Mr. Manoj Singrodia & Mr. Dhaval Desai, Directors of the Company retire
by rotation at the ensuing Annual General Meeting of the Company. Mr.
Manoj Singrodia being eligible, offers himself for re-appointment.
However, Mr. Dhaval Desai is not willing to offer himself for
re-appointment.
Mr. Deepak Ladha was appointed as the Executive Director in the Company
w.e.f. 11th August 2011.
Mr. Rajesh Murarka, Whole-time Director resigned from the Board during
the year. The Board acknowledges the guidance and expertise rendered by
him to the Company during his tenure of Directorship.
6. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 the Board of Directors confirms:
a) that in the preparation of the accounts, the applicable accounting
standards have been followed.
b) that the Directors have 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 at 31st March, 2012 and of the Profit of
the Company for the year ended 31st March, 2012.
c) that the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts on a going
concern basis.
7. SUBSIDIARIES:
The Company has three Subsidiaries i.e. Ladderup Corporate Advisory
Private Limited, Ladderup Wealth Management Private Limited and
Ladderup Insurance Broking Private Limited. In accordance with the
general circular issued by Ministry of Corporate Affairs, the Balance
Sheet, Profit & Loss Account and other documents relating to the
Subsidiary Companies are not attached with the Balance Sheet of the
Company. The Company will enable the Members who may be interested in
obtaining the Annual Accounts and other documents of the Subsidiary
Companies. The same will also be placed and kept open for inspection at
the registered office of the Company. The Consolidated Financial
Statements presented by the Company include the financial results of
its Subsidiary Companies. A statement containing details as required
under Section 212 of the Companies Act, 1956 is annexed with this
Annual Report.
8. AUDITORS & AUDITORS' REPORT:
M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of ensuing Annual General
Meeting and offer themselves for re-appointment.
A Certificate from the Auditors has been received to the effect that
their re-appointment, if made, would be within the limits prescribed
under Section 224(1B) of the Companies Act, 1956 and that they do not
disqualify for re-appointment within the meaning of that said Act.
The Notes on Accounts referred to in the Auditors' Report are self
explanatory and do not call for any further comments.
9. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI.
Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock
Exchange, a separate report on Corporate Governance and a requisite
Certificate from the Auditors of the Company confirming compliance with
conditions of Corporate Governance are enclosed to this report.
A Certificate from the CEO of the Company in terms of sub-clause (v) of
Clause 49 of the Listing Agreement, interalia, confirming the
correctness of the Financial Statement, adequacy of the internal
control measure and reporting of matters to the Audit Committee is also
annexed herewith.
10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT (MDA) :
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange, is presented in a separate section forming part of this
Annual Report.
11. PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be given under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information required to be given under Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 does not apply to
your Company. There was no foreign exchange earnings or outgoings
during the year.
13. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from all our Clients, Bankers, Business Associates, the Government and
other regulatory authorities and thank all stakeholders for their
valuable sustained support and encouragement towards the conduct of the
proficient operation of the Company. Your Directors would like to place
on record their gratitude to all the employees who have continued their
support during the year.
For and on behalf of the Board of Directors
Date : 4th August, 2012
Place : Mumbai
Regd. office : A-204 Rajeshri Accord, Sunil Goyal Parimal Sheth
Telly Cross Lane,
Off S.N. Road, Managing
Director Whole-time
Director & CEO
Andheri (East),
Mumbai - 400 069
Mar 31, 2011
The Members,
The Directors are pleased to present the 18th Annual Report and
Audited Accounts for the financial year ended 31st March, 2011.
1. FINANCIAL RESULTS: (Rs. in Lacs)
Particulars 2010-11 2009-10 2010-11 2009-10
Consolidated Standalone
Operational and Other Income 1383.25 598.73 144.70 159.38
Profit before Depreciation
and Tax 522.70 178.41 112.36 108.82
Less: Depreciation 18.26 16.61 3.62 3.39
Profit before Tax 504.44 161.80 108.74 105.43
Less: Provision for Taxation 146.76 41.00 12.20 18.00
Less/(Add): Deferred Tax (13.50) (1.36) 0.44 (0.15)
Less/(Add): Tax of earlier
years 0.71 - 0.71 -
Profit after Tax 370.46 122.16 95.39 87.58
2. FINANCIAL HIGHLIGHTS:
On a Standalone basis your Company has earned a revenue of Rs. 144.70
Lacs in FY 2010-11 as compared to the revenue of Rs. 159.38 Lacs in FY
2009-10. However the Profit after Tax of your Company is Rs. 95.39 Lacs
in FY 2010-11 compared to Rs. 87.58 in FY 2009-10 recording a growth of
8.91%. The growth in the profit is basically attributed towards better
returns from the investments in listed and unlisted securities.
On the Consolidated basis your Company has recorded total revenue of
Rs. 1383.25 Lacs in FY 2010- 11 as compared to Rs. 598.73 Lacs in FY
2009-10. The Profit after Tax in FY 2010-11 is Rs. 370.46 Lacs as
compared to Rs. 122.16 Lacs in FY 2009-10.
Ladderup Corporate Advisory Private Limited (LCAPL) a Wholly Owned
Subsidiary of LFL, LCAPL is in the business of providing financial and
corporate advisory services to corporate clients. LCAPL has delivered
improved performance by way of increased revenues, enhanced profits,
greater visibility in the market, spreading geographical presence and
diversifying product range with improvements across all key verticals
as compared to the last fiscal. To continue the momentum and expanding
the business horizon, LCAPL is focusing on improving resource
utlization, upgrading support processes and enhance solution delivery
and operational excellence to customers
Ladderup Wealth Management Private Limited (LWMPL) another subsidiary
of LFL is engaged in providing wealth management solutions to its
clients. Its Asset Under Management (AUM) has increased to large extent
in the FY 2010-11. It has been innovating with new wealth management
concepts and increasing the product profile thus giving best in class
services to its clients.
Ladderup Insurance Broking Private Limited (LIBPL) a new subsidiary of
LFL, has applied for a Insurance Broking License to Insurance
Regulatory Develoment Authority (IRDA) and will offer Life and General
Insurance solutions to HNIs and Corporates as soon as the license is
granted.
3. DIVIDEND:
Your Directors have recommended a dividend of Rs. 1 per Equity Share
for the financial year 31st March, 2011 amounting to Rs. 78.53 Lacs.
The dividend will be paid to members whose names appear in the Register
of Members as on 16th September, 2011 in respect of shares held in
dematerialized form and will be paid to members whose names are
furnished by National Securities Depository Limited and Central
Depository Services (India) Limited, as beneficial owners as on that
date.
4. NON-DEPOSIT TALKING NON-BANKING FINANCIAL COMPANY (NBFC):
The Company has been registered as a Non-Banking Financial Institution
since 1998. In terms of the provisions of Non-Banking Financial
(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve
Bank) Directions, 2007, your Company is categorized as an Non-deposit
taking Non- Banking Financial Company. The Company has not accepted any
deposits from the public during the year pursuant to the provisions of
Section 58A of the Companies Act, 1956.
5. DIRECTORS:
Mr. K.V.S. Shyam Sunder & Mr. T.B. Subramaniam, Directors of the
Company retire by rotation at the ensuing Annual General Meeting of the
Company and being eligible, offer themselves for re-appointment.
Mr. Burzin Somandy, Director had tendered his resignation w.e.f. 27th
July, 2010 and the same was accepted by the Board of Directors.
Mr. K. Raghuraman & Mr. Deepak Ladha have been appointed as Additional
Directors w.e.f. 25th October, 2010 & 11th August, 2011 respectively.
In terms of Section 257 of the Companies Act, 1956 the Company has
received notices in writing along with a deposit of Rs. 500 from
Members signifying their intention to propose their appointment as
Directors.
6. GROUP:
Pursuant to intimation from the Promoters, the names of the Promoters
and Entities comprising the "Group" are disclosed in the Annual Report
for the purpose of the SEBI (Substantial Acquisitions of Shares and
Takeovers) Regulation, 1997.
7. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirements under SectIon 217(2AA) of the Companies
Act, 1956 the Board of Directors confIrms:
a) that in the preparation of the accounts, the applicable Accounting
Standards have been followed.
b) that the Directors have 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 at 31st March, 2011 and of the Profit of
the Company for the year ended 31st March, 2011.
c) that the Directors have taken proper and suffcient care for the
maintenances of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts on a going
concern basis.
8. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
By SEBI.
Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock
Exchange, a separate report on Management Discussion and Analysis,
Corporate Governance Report, a requisite Certificate from M/s. HS
Associates, Company Secretaries, Mumbai, confirming the compliance with
the conditions of Corporate Governance are enclosed to this Report.
9. SUBSIDIARIES :
The Company has three Subsidiaries i.e. Ladderup Corporate Advisory
Private Limited, Ladderup Wealth Management Private Limited and
Ladderup Insurance Broking Private Limited. The Ministry of Corporate
Affairs (MCA) issued a general circular for not attaching the Balance
Sheet of the Subsidiary Companies subject to certain conditions being
fulfilled by the Company. As required under the circular, the Board of
Directors has, at its meeting held on 26th May, 2011 passed a
resolution for not attaching the Balance Sheet of the Subsidiary
Companies. The Company will enable the members who may be interested in
obtaining the Annual Accounts and other documents of the Subsidiary
Companies on receipt of a written request from them. The same will also
be placed and kept open for inspection at the Registered Office of the
Company. The Consolidated Financial Statements presented by the Company
include the financial results of its Subsidiary Companies. A statement
containing details as required under Section 212 of the Companies Act,
1956 is enclosed to this Report.
10. AUDITORS & auditors REPORT:
M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of forthcoming Annual
General Meeting and offer themselves for re-appointment.
A Certificate from the Auditors has been received to the effect that
their re-appointment, if made, would be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956 and that they do not
disqualify for re-appointment within the meaning of that said Act.
The Notes to Accounts referred to in the Auditorsà Report are
self-explanatory and do not call for any further comments.
11. PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be given under
section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information required to be given under Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 does not apply to
your Company. There was no foreign exchange earnings or outgoings
during the year.
13. ACKNOWLEDGEMENT:
The Board would like to thank all its stakeholders for their support
and the confidence & faith that they have always reposed into the
Company.
Your Directors appreciate and acknowledge the professionalism and
contribution made by the employees during the year.
For and on behalf of the Board
Sunil goyal Parimal Sheth
Managing Director Executive Director & CEO
Date : 11th August, 2011
Place : Mumbai
Regd. office : A-204 Rajeshri Accord,
Telly Cross Lane, of S.N. Road,
Andheri (East), Mumbai - 400 069
Mar 31, 2010
The Directors of your Company are pleased to present your Companys
17th Annual Report together with the Audited Statements of Accounts for
the year ended 31st March, 2010.
1. FINANCIAL RESULTS: Amount (INR Lacs)
2009-10 2008-09 2009-10 2008-09
Consolidated Standalone
Operational and
other Income 598.74 765.78 159.37 224.77
Profit before
depreciation and Tax 178.41 280.24 108.81 69.34
Less: Depreciation 16.61 15.55 3.39 4.62
Profit before Tax 161.80 264.69 105.42 64.72
Less: Provision
for Taxation 41.00 95.00 18.00 4.50
Less: Provision for
Fringe Benefits Tax - 2.78 - 0.40
Less/(Add): Deferred
Tax for the year (1.36) (0.10) (0.15) (0.30)
Profit after Tax 122.16 167.01 87.57 60.12
2. FINANCIAL HIGHLIGHTS:
On the standalone basis your Company has earned the revenue of
Rs.159.37 Lacs in FY 2009-10 as compared to the revenue of Rs. 224.77
Lacs in FY 2008-09. However the profit after tax of your Company is Rs.
87.57 Lacs in FY 2009-10 as compared to Rs. 60.12 Lacs in FY 2008-09
recording a growth of 45.6%. The growth in the profit is basically
attributed towards better returns extracted from the investment in the
listed and unlisted securities.
On the consolidated basis your Company has recorded total revenue of
Rs. 598.74 Lacs in FY 2009-10 as compared to Rs. 765.78 Lacs in FY
2008-09. The profit after tax in FY 2009-10 is Rs. 122.16 Lacs as
compared to Rs. 167.16 Lacs in FY 2008-09.
In FY 2009-10 your Companys subsidiary Company Ladderup Corporate
Advisory Private Limited (LCAPL) which is engaged in the fee based
services has successfully completed various big ticket loan
syndication, private equity and corporate advisory transactions.
Further Ladderup Corporate Advisory Private Limited has received
Merchant Banking Registration from Securities and Exchange Board of
India (SEBI) and shall now be able to serve clients in the services
related to capital market transactions like QIP, Open Offers, Buy Back
offers, IPO, FPO, Right Issues, valuations, etc. which will further
establish its presence in equity capital market segment.
Ladderup Wealth Management Private Limited, the other subsidiary of
your Company is engaged in the wealth management solutions for HNIs,
SMEs and Corporates. The Company is in its initial years of operation
and has chalked out extensive growth plans in the wealth management
services by increasing its product basket.
Being underlying enough growth opportunities your Company is desirous
to enter into Insurance Broking Sector. In order to foray its arms in
this Sector, your Company had acquired one more Company i.e., Ladderup
Insurance Broking Private Limited as its subsidiary Company. The said
Company is in the Business of General and Life Insurance Broking both -
for and on behalf of clients. This new Company hopes good growth
opportunities in the forthcoming financial year.
3. DIVIDEND:
Since the Company will be required to plough back the profits in order
to fund the future growth plans, the Board does not recommend any
dividend for the year under review.
4. FIXED DEPOSITS:
The Company has not accepted any deposits from the public during the
year pursuant to the provisions of Section 58A of the Companies Act,
1956.
5. LISTING:
The shares of the Company are listed on ÃBombay Stock Exchange LimitedÃ
being the Regional Stock Exchange at Mumbai. The Company has paid
listing fees to the Stock Exchange, Mumbai upto the financial year
2010-2011. The Company has already requested the Ahmedabad and Jaipur
Stock Exchanges for de-listing of its shares. However, no intimation
has been received so far.
6. DIRECTORS:
Shri Manoj Singrodia and Shri K. M. Tulsian, Directors of the Company
retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible, offer themselves for re-appointment.
Shri Burzin Somandy, Director has tendered his resignation on 27th
July, 2010. The Board accepted the same in its Meeting held on 14th
August, 2010. Board placed acknowledgment for the guidance and
expertise rendered by him to the Company during his tenure of
Directorship.
7. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 the Board of Directors confirms:
(a) that in the preparation of the accounts, the applicable accounting
standards have been followed.
(b) that the Directors have 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 at 31st March, 2010 and of the Profit of
the Company for the year ended 31st March, 2010.
c) that the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the annual accounts on a going
concern basis.
8. CORPORATE GOVERNANCE:
Pursuant to clause 49 (VII) of the Listing Agreement with the Stock
Exchange, a separate report on Corporate Governance forms part of the
Directors Report in the Annual Report. Your Company is compliant with
the requirements of the Listing Agreement and necessary disclosures
have been made in this regard in the Corporate Governance Report.
A certificate from M/s. HS Associates, Company Secretaries, Mumbai,
regarding compliance with conditions of Corporate Governance as
stipulated under clause 49 of the Listing Agreement is attached to this
report.
The Company is complying with Clause 49 of the Listing Agreement with
regard to Corporate Governance and reports to that effect are being
regularly filed with Stock Exchange. The Company has obtained
declaration from the Directors and Senior Management Personnel of the
Company for compliance of Code of Conduct and Certificate from CEO/CFO
on the financial results for the year ended 31st March, 2010.
9. SUBSIDIARIES :
The Company has two subsidiaries i.e. Ladderup Corporate Advisory
Private Limited and Ladderup Wealth Mangement Private Limited. A
statement containing details as required under Section 212 of the
Companies Act, 1956 is enclosed herewith. Post Balance-Sheet date, the
Company has also invested into a new Company carrying on the business
of Insurance Broking i.e. Ladderup Insurance Broking Private Limited
thereby making it its subsidiary.
10. COMMITTEES:
The Company has already constituted the Audit Committee, Shareholders
Committee, Investment Committee, and Remuneration Committee. Committee
of the Board for Issue of Warrants on Preferential basis was dissolved
since the purpose for which the Committee was formed is completed.
11. AUDITORS:
M/s. Khurdia Jain & Co., Chartered Accountants, Mumbai who are
Statutory Auditors of the Company, continue to hold office until the
conclusion of 17th Annual General Meeting and offer themselves for
re-appointment.
A certificate from the Auditors has been received to the effect that
their re-appointment, if made, would be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956.
12. INSIDER TRADING:
The Company has implemented a policy prohibiting Insider Trading in
conformity with applicable regulations of the Securities Exchange Board
of India ("SEBI"), which has been laid down for employees, connected
persons and persons deemed to be connected for trading in the
securities of the Company.
13. MANAGEMENT DISCUSSION AND ANALYSIS:
The report on Management Discussion and Analysis has been attached and
forms an integral part of this report.
14. PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be given under
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information required to be given under Section 217(1)(e) of the
Companies Act, 1956 read with the Companies (Disclosure of Particulars
in the Report of the Board of Directors) Rules, 1988 does not apply to
your Company. There was no foreign exchange earning or outgo during the
year.
16. ACKNOWLEDGEMENT:
The Board wishes to acknowledge and thank all stakeholders for their
valuable sustained support and encouragement towards the conduct of the
proficient operations of the Company. Your Directors would like to
place on record their gratitude to all the employees who have continued
their support during the year.
Date : 14th August, 2010 For and on behalf of the Board
Place : Mumbai
Regd.office : A-204 Rajeshri Accord, (Sunil Goyal) (Parimal Sheth)
Telly Cross Lane, Off
S. N. Road, Managing
Director Executive
Director & CEO
Andheri (East),
Mumbai-400 069