Mar 31, 2019
The Directors present the Thirty Fifth Annual Report and Audited Accounts of the Company for the year ended March 31, 2019.
FINANCIAL RESULTS |
2018 - 2019 |
2017 - 2018 |
(Rs. in lacs) |
(Rs. in lacs) |
|
Profit before tax |
2978.87 |
2103.62 |
Less: Tax expense for the year |
633.00 |
350.00 |
Earlier Years |
-82.43 |
-- |
Deferred Tax |
10.29 |
-08.22 |
MAT credit entitlement |
-- |
209.64 |
Profit after tax |
2418.01 |
1971.48 |
Profit brought forward from previous year |
2886.49 |
1309.31 |
Amount available for appropriation |
5304.50 |
3280.79 |
APPROPRIATIONS: |
||
Transfer to Special Reserve Fund |
483.60 |
394.30 |
Dividend Paid- Final for 2017-2018 |
251.37 |
-- |
Dividend -Interim |
377.06 |
-- |
Tax on Dividend |
128.70 |
-- |
Balance carried to Balance Sheet |
4063.77 |
2886.49 |
DIVIDEND
The Company paid an interim dividend during the financial year ended 31st March, 2019, Rs. 3/- per equity share (30%) on the equity share capital in February 2019, amounting to Rs. 3,77,05,869/-(exclusive of tax on dividend).
The Board of Directors did not recommend any final dividend on the Equity Shares and accordingly, the aforesaid payment of interim dividend shall be considered as dividend for the Financial Year ended March 31, 2019.
PERFORMANCE REVIEW
The Companyâs revenue from operation decreased to Rs. 1277.61 lacs from Rs. 7631.53 lacs whereas Other Income increased to Rs. 3188.10 lacs from 238.09 lacs. Profit after tax increased to Rs. 2418.02 lacs from Rs. 1971.48 lacs in the previous year.
EMPLOYEES STOCK OPTION - SHARE CAPITAL
Pursuant to Employees Stock Option Scheme 2010, the Company has allotted 1,47,100 equity shares during the year. Consequence to allotment of aforesaid shares Companyâs paid-up Share Capital is increased to Rs. 12,56, 86,230/- divided in to 1,25,68,623 equity shares of Rs. 10/- each.
The Scheme was administered by the Nomination and Remuneration Committee of the Board of Directors. Disclosures under the Companies (Share Capital and Debentures) Rules, 2014 and Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report herewith as âAnnexure Aâ.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditorsâ function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Executive Chairman .
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
SUBSIDIARY
As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Companyâs subsidiaries i.e. Gayatri Cement and Chemical Industries Private Limited, in Form AOC 1 annexed in Annual Report as âAnnexure Bâ.
The annual accounts of the aforesaid subsidiary and the related detailed information shall be made available to shareholders of the Company, seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any shareholder at the Registered office at 203 Embassy Centre, Nariman Point, Mumbai 400 021.
DIRECTORS
Mr. Pratik M. Doshi retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.
Pursuant to section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking re-appointment of Mr. Vineet N. Suchanti as Independent Directors for five consecutive years for a second term upto 31st March 2024. Detail of the proposal for re-appointment of Mr. Vineet N. Suchanti are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 35th Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013.
During the year with effect from 7th December 2018, Mr. Sayanta Basu has resigned from the Board of Directors of the Company. Board of Directors wish to place on record their sincere appreciation for valuable contribution to the Board during his tenure as the Director of the Company. The Board appointed Mr. Amitabh Chaturvedi as a Nominee Director on behalf of Dakshin Mercantile Private Limited with effect from 7th December 2018.
The information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
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.
Meetings
During the year seven Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2019 and state that :
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. 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 at the end of the financial year and of the profit of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
STATUTORY AUDITORS:
M/s. MGB & Co. LLP, Chartered Accountants Firm Reg. No. 101169W/W100035, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.
SECRETARIAL AUDIT
Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s V. R. Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as âAnnexure Câ.
The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and SS2) respectively relating to Meetings of the Board, its Committees and the General Meetings.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Dâ.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company has contributed funds for the promotion of education and environmental sustainability etc. The contribution has been made to a registered trust which is mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.
The report on CSR activities is annexed herewith as âAnnexure Eâ.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The requisite details are given in Form AOC 2 is annexed herewith as âAnnexure Fâ.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statement.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companyâs website www.lkpsec.com
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has established a vigil mechanism to be known as the ''Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, âWhistle Blower Policyâ has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time 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 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 Board Directors and the designated employees have confirmed compliance with the Code.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
The Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Annexed as âAnnexure Gâ.
In terms of first proviso to Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the provisions of Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the annexure pertaining to the names and other particulars of employees is available for inspection at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing AGM. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary & Compliance Officer in this regard.
The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.
MATERIAL EVENT
During the year under review a Share Purchase Agreement was Signed between the Promoters (as Seller) and Dakshin Mercantile Private Limited (as Acquirer-Essel Group) to acquire from Promoters minimum 69,82,434 (55.55%) equity shares and upto maximum 77,92,546 (62%) Share Capital of the Company depending on number of Equity Shares tendered in the Open Offer.
Consequent to the said agreement, under Open Offer 30,74,410 (24.46%) equity shares were validly tendered by the shareholders which has been acquired in 100% by the said acquirer @ Rs. 198/per share.
Promoter Mr. Mahendra V. Doshi later on intimated to the Company that the aforesaid Share Purchase Agreement could not concluded on part of Dakshin Mercantile Private Limited due to financial constraints of the Acquirer (Essel Group). Hence the said agreement became void.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments, affecting the financial position of the Company from end of the financial year upto the date of this Boardâs Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Company as approved by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of compliance from the Practising Company Secretaries and Management Discussion and Analysis Report forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers and Employees for their co-operation and support.
For and on behalf of the Board of Directors
Mumbai ( M. V. Doshi )
Date: May 02, 2019 Executive Chairman
Mar 31, 2018
The Directors present the Thirty Fourth Annual Report and Audited Accounts of the Company for the year ended March 31, 2018.
FINANCIAL RESULTS |
2017 - 2018 |
2016 - 2017 |
(Rs. in lacs) |
(Rs. in lacs) |
|
Profit before tax |
2103.62 |
1235.41 |
Less: Tax expense for the year |
350.00 |
310.00 |
Tax expenses for earlier year |
--- |
-21.45 |
Deferred Tax |
-8.22 |
-0.46 |
MAT credit entitlement |
209.64 |
60.00 |
Profit after tax |
1971.48 |
1007.32 |
Profit brought forward from |
1309.31 |
797.08 |
previous year |
||
Amount available for appropriation |
3280.79 |
1804.40 |
APPROPRIATIONS: |
||
Transfer to Special Reserve Fund |
394.30 |
201.46 |
Proposed Dividend |
-- |
243.96 |
Tax on proposed Dividend |
-- |
49.67 |
Balance carried to Balance Sheet |
2886.49 |
1309.31 |
DIVIDEND
The Board of Directors are pleased to recommend a dividend @ Rs 2/- per equity share of the Company for the financial year ended 31st March 2018.
PERFORMANCE REVIEW
The Companyâs revenue from operation increased to Rs. 7631.53 lacs from Rs.4172.19 lacs whereas profit after tax increased to Rs. 1971.48 lacs from Rs. 1007.32 lacs in the previous year due to buoyancy in Stock Market.
EMPLOYEES STOCK OPTION SCHEME
Pursuant to Employees Stock Option Scheme 2010, the Company has allotted 2,23,500 equity shares during the year. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors.
Disclosures under the Companies (Share Capital and Debentures) Rules, 2014 and Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report herewith as âAnnexure Aâ.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditorsâ function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Executive Chairman .
The InternalAudit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
SUBSIDIARY
As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Companyâs subsidiaries i.e. Gayatri Cement and Chemical Industries Private Limited, in Form AOC 1 annexed in Annual Report as âAnnexure Bâ.
The annual accounts of the aforesaid subsidiary and the related detailed information shall be made available to shareholders of the Company, seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any shareholder at the Registered office at 203 Embassy Centre, Nariman Point, Mumbai 400 021.
DIRECTORS
Mr.Mahendra V. Doshi retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act,2013.
The information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
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.
Meetings
During the year five Board Meetings and Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act,2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2018 and state that :
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. 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 at the end of the financial year and of the profit of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
STATUTORY AUDITORS
M/s. MGB & Co. LLP, Chartered Accountants Firm Reg. No. 101169W/W100035, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.
SECRETARIAL AUDIT
Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s V. R. Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as âAnnexure Câ.
Due to sudden urgent travelling of one independent Director at the meeting held on 26th April 2017 and 13th November, 2017 requisite quorum as required under Regulation 18(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 could not be complied with.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Dâ.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company has contributed funds for the promotion of education and medical and environmental sustainability etc. The contribution has been made to a registered trust which is mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.
The report on CSR activities is annexed herewith as âAnnexure Eâ.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large, except those related party transactions which were sanctioned by the shareholders vide Special Resolutions passed by postal ballot conducted during the year under review. The requisite details are given in Form AOC 2 is annexed herewith as âAnnexure Fâ.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companyâs website www.lkpsec.com
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has established a vigil mechanism to be known as the âWhistle Blower Policyâ for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, âWhistle Blower Policyâ has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
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 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 Board Directors and the designated employees have confirmed compliance with the Code.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
The information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 forms a part of this report. However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the report and the financial statements are being sent to the members of the Company excluding statement of particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of the said statement may write to the Company Secretary in advance.
Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Annexed as âAnnexure Gâ.
The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Company as approved by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of compliance from the Practising Company Secretaries and Management Discussion and Analysis Report forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their cooperation and support.
For and on behalf of the Board of Directors
Mumbai (M. V. Doshi)
Date: 16 April 2018 Executive Chairman
Mar 31, 2017
The Directors present the Thirty Third Annual Report and Audited Accounts of the Company for the year ended March 31, 2017.
FINANCIAL RESULTS |
2016 -2017 (Rs. in lacs) |
2015 -2016 (Rs. in lacs) |
Profit before tax |
1256.86 |
1187.54 |
Less: Tax Expense for the Year |
249.53 |
300.29 |
Profit after tax |
1007.32 |
887.25 |
Profit brought forward from previous year |
797.08 |
1114.99 |
Amount available for appropriation |
1804.40 |
2002.24 |
APPROPRIATIONS: |
||
Proposed Dividend |
243.96 |
-- |
Tax on Dividend |
49.67 |
-- |
Interim Dividend Paid |
-- |
853.86 |
Tax on interim Dividend |
-- |
173.85 |
Transfer to General Reserve |
-- |
-- |
Transfer to Special Reserve Fund |
201.46 |
177.45 |
Balance carried to Balance Sheet |
1309.31 |
797.08 |
DIVIDEND
The Board of Directors are pleased to recommend a dividend of Rs.2/- per equity share of the Company for the financial year ended 31st March 2017. The total cash outflow on account of dividend & tax thereon Rs. 293.63 lacs.
PERFORMANCE REVIEW
The Companyâs revenue from operation marginally decreased to Rs. 4388.02 lacs from Rs.4538.44 lacs whereas profit after tax increased to Rs.1007.32 lacs from Rs. 887.25 lacs in the previous year due to buoyancy in Capital Market.
SCHEME OF ARRANGEMENT OF DEMERGER
The Company''s Scheme of Arrangement of Demerger of SEBI Registered Intermediaries Business of the Company into LKP Securities Ltd under sections 391 to 394 of the Companies Act, 1956 and sections 52 and 55 of the Companies act 2013 was approved by the Honâble High Court of Bombay completed during the year. As per the Scheme, the equity shareholders of LKP Finance Limited were allotted 6 fully paid equity shares of Rs.2/- each in LKP Securities Ltd. for every one equity share of Rs.10/- each held by them in LKP Finance Ltd. The equity shares of LKP Securities Limited are listed at BSE Limited with effect from 1st December 2016.
EMPLOYEES STOCK OPTION SCHEME
Pursuant to the approval of shareholders, your Company has instituted the Employees Stock Option Scheme 2010 and 2014. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors.
Disclosures under the Companies (Share Capital and Debentures) Rules, 2014 and Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report herewith as âAnnexure Aâ.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditorsâ function is defined in their letter of engagement. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Executive Chairman .
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.
SUBSIDIARIES
After implementation of Scheme of demerger of SEBI Registered Intermediaries Business of the Company into LKP Securities Ltd, LKP Securities Limited no longer remains as a subsidiary of the Company with effect from 8th July 2016.
As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Companyâs subsidiaries i.e. Gayatri Cement and Chemical Industries Private Limited, in Form AOC 1 annexed in Annual Report.
The annual accounts of the aforesaid subsidiary and the related detailed information shall be made available to shareholders of the Company, seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any shareholder at the Registered office at 203 Embassy Centre, Nariman Point, Mumbai 400 021.
DIRECTORS
Mr. Pratik M. Doshi retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.
The Board of Directors reappointed Mr. Mahendra V. Doshi as Executive Director with effect from 1st April 2017. The said reappointment has been approved by the Nomination and Remuneration Committee.
The requisite Resolution for the reappointment of Mr. Mahendra V. Doshi as Executive Director, is being proposed in the Notice of the ensuing Annual General Meeting for the approval of the Members.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013.
The information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulation , 2015 the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
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.
Meetings
During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2017 and state that :
i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii. 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 at the end of the financial year and of the profit of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
STATUTORY AUDITORS:
Messrs Ford, Rhodes, Parks & Co.LLP, Chartered Accountants, Statutory Auditors of the Company would retire on the conclusion of this Annual General Meeting on completion of their term of appointment. Since Messrs Ford, Rhodes, Parks & Co. LLP Chartered Accountants are not eligible for reappointment as Statutory Auditors of the Company as per Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee, recommended the appointment of Messrs MGB & Co. LLP, Chartered Accountants (Firm Registration No. 101169W/W100035) as Statutory Auditors of the Company to hold office from the conclusion of this i.e. 33rd Annual General Meeting until the conclusion of next i.e. 34th Annual General Meeting. Consent and certificate from the said firm has been received to the effect that their appointment as Statutory Auditors of the Company, if appointed at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under. A resolution seeking their appointment forms part of the Notice convening the 33rd Annual General Meeting and the same is recommended for your consideration and approval.
SECRETARIAL AUDIT
Pursuant provisions of section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s V. R. Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as âAnnexure Bâ.
The observation made in the report with regard to appointment of at least one common Independent Director of Holding Company on the Board of Subsidiaries of the Company as required under Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is self explanatory.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Câ.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company has contributed funds for the promotion of education and medical aid, environmental sustainability etc. The contribution has been made to a registered trust which is mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.
The report on CSR activities is annexed herewith as âAnnexure Dâ.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The requisite details are given in Form AOC 2 is annexed herewith as âAnnexure Eâ.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Companyâs website www.lkpsec.com
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has established a vigil mechanism to be known as the âWhistle Blower Policyâ for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, âWhistle Blower Policyâ has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.
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 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 Board Directors and the designated employees have confirmed compliance with the Code.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
The information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report. However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the financial statements are being sent to the members of the Company excluding statement of particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of the said statement may write to the Company Secretary in advance.
The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Company as approved by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of compliance from the Practising Company Secretaries and Management Discussion and Analysis Report forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their cooperation and support.
For and on behalf of the Board of Directors
Mumbai ( M. V. Doshi )
Date: April 26, 2017 Executive Chairman
Mar 31, 2015
Dear Members,
The Directors present the Thirty First Annual Report and Audited
Accounts of the Company for the year ended March 31, 2015.
FINANCIAL RESULTS 2014 - 2015 2013 - 2014
(Rs. in lacs) (Rs. in lacs)
Profit before tax 2240.91 707.64
Less: Tax Expense for the Year 467.23 (40.05)
Profit after tax 1773.68 747.69
Profit brought forward from 2452.47 2250.60
previous year
Amount available for appropriation 4226.16 2998.29
APPROPRIATIONS:
Proposed Dividend 243.96 243.96
Tax on Dividend 48.77 39.58
Interim Dividend Paid 1219.80 --
Tax on interim Dividend 243.89 --
Transfer to Capital Redemption -- 14.60
Reserve
Transfer to General Reserve 1000.00 100.00
Transfer to Special Reserve Fund 354.74 149.54
Excess Provision for Dividend and -- 1.86
DDT of earlier year written back
Balance carried to Balance Sheet 1114.99 2452.47
DIVIDEND
The Company paid an interim dividend during the financial year ended
31st March, 2015, Rs. 10/- per equity share (100%) on the equity share
capital in February, 2015, amounting to Rs. 12,19,80,230/- (exclusive
of tax on dividend).
The Directors are pleased to recommend payment of a final dividend of
Rs.2/- per equity share (20%) on the equity share capital amounting to
Rs. 2,43,96,046/- (exclusive of tax on dividend) for your
consideration.
The total of the interim and proposed final dividends for the financial
year ended 31st March 2015 is Rs. 12/- per equity share (120 %). The
total cash outflow on account of dividend & tax thereon
Rs.17,56,42,919/-.
PERFORMANCE REVIEW
The Company''s total income increased to Rs.8370.41 lacs from Rs.
3557.17 lacs and profit after tax to Rs. 1773.69 lacs from Rs. 747.69
lacs in the previous year.
Trading in debt papers and development of retail clients like PF/
Pension/Gratuity trust etc. has continued to yield good results.
EMPLOYEES STOCK OPTION SCHEME
Pursuant to the approval of shareholders, your Company has instituted
the Employees Stock Option Scheme 2010 and 2014. The Scheme is
administered by the Nomination and Remuneration Committee of the Board
of Directors. The detail of Options granted during the year under
review is annexed to this report.Disclosures under the Companies
(Share Capital and Debentures) Rules, 2014 and Securities And Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 is
annexed to this report herewith as "Annexure A".
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to
the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Auditors function is defined in their letter of engagement. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board & to the
Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficiency and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
SUBSIDIARIES
Your Company''s subsidiary, LKP Securities Ltd. has expanded its
geographical reach and now has more than 2000 outlets across India.
As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011
issued by Government of India, Ministry of Corporate Affairs, the
required financial information in the consolidated balance sheet is
given in respect of Company''s subsidiaries i.e. LKP Securities Limited,
LKP Wealth Advisory Private Limited and Gayatri Cement and Chemical
Industries Private Limited.
The annual accounts of the aforesaid subsidiaries and the related
detailed information shall be made available to shareholders of the
Company and it''s subsidiaries, seeking such information at any point of
time. The annual accounts of the subsidiary companies shall also be
kept open for inspection by any shareholder at the head office at 112A
/203 Embassy Centre, Nariman Point, Mumbai 400 021.
DIRECTORS
Mr. Pratik M. Doshi retires by rotation and being eligible offers
himself for re-appointment. Your Directors recommend his re-
appointment.
During the year under review Mr. Milan S. Bhise, who was appointed as
an Independent Director at 30th Annual General Meeting, resigned from
the Board due to his preoccupation. His resignation was accepted
effective from 29th January 2015. The Board of Directors record their
appreciation of the services rendered by Mr. Milan S. Bhise during his
term as a Director of the Company since July, 2001.
The casual vacancy caused by resignation of Mr. Milan S. Bhise from the
Board of Directors of the Company was filled in by appointment of Mrs.
Anjali Suresh (holding DIN 02545317) with effect from 29th January
2015, as an Independent Woman Director.
In accordance with the requirements of Section 149 and 152 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, her
continuation as an Independent Director on the Board of the Company
will have to be approved by the Members of the Company.
The requisite Resolutions for the appointment of Mrs. Anjali Suresh as
an Independent Woman Director, are being proposed in the Notice of the
ensuing Annual General Meeting for the approval of the Members.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed in Section 149(6) of the Companies Act, 2013
and clause 49 of the Listing Agreement.
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the information on the particulars of the Directors proposed
for appointment/ re-appointment has been given in the Notice of the
Annual General Meeting.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
Remuneration Policy
The Board has, on the recommendation of the Appointment & 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.
Meetings
During the year four Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section
134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
listing agreement with Stock Exchanges in the preparation of the annual
accounts for the year ended on March 31,2015 and state that :
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii. 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 at the end of the financial year and of the profit of
the Company for that period;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern
basis;
v. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
vi. there is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
AUDITORS'' REPORT
M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire
at the conclusion of the forthcoming Annual General Meeting. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the provision prescribed under
Section 139 of the Companies Act, 2013. Your Directors recommend their
re-appointment.
SECRETARIAL AUDIT
Pursuant provisions of section 204 of the Companies Act 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 the company has appointed M/s V. R. Associates, a firm of Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as ''Annexure
B".
The observation made in the report with regard to appointment of at
least one common Independent Director of Holding Company on the Board
of Subsidiaries of the Company as required under Clause 49 V A, of the
Listing Agreement is self explanatory. In view of resignation of Mr.
Milan S. Bhise with effect from 29th January 2015, the requirement
under Clause 49 III B of the Listing Agreement, quorum of two
Independent Directors at Audit Committee Meeting held on 29th January
2015, could not complied with. However, the Company would ensure in
future compliance of the requisite provisions.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure C".
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company has contributed funds for the promotion of education and
medical aid, environmental sustainability etc. The contribution has
been made to a registered trust which mainly undertakes activities
specified under Schedule VII of the Companies Act, 2013.
The report on CSR activities is annexed herewith as "Annexure D".
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm''s length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Code has been
placed on the Company''s website www.lkpsec.com
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance
and stakeholder responsibility.
The Company has established a vigil mechanism to be known as the
''Whistle Blower Policy'' for its Directors and employees, to report
instances of unethical behaviour, actual or suspected, fraud or
violation of the Company''s Code of Conduct. The aim of the policy is to
provide adequate safeguards against victimization of whistle blower who
avails of the mechanism and also provide direct access to the Chairman
of the Audit Committee, in appropriate or exceptional cases.
Accordingly, ''Whistle Blower Policy'' has been formulated with a view to
provide a mechanism for the Directors and employees of the Company to
approach the Ethics Counsellor or the Chairman of the Audit Committee
of the Company.
The purpose of this policy is to provide a framework to promote
responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company.
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 Board Directors and the designated employees have confirmed
compliance with the Code.
BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
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 reports 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
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Company Secretary in
advance.
The prescribed particulars of Conservation of Energy, Technology
Absorption do not apply to your Company. There are no foreign exchange
earnings & outgo during the year under report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21, the Consolidated
Financial Statements are furnished herewith and form part of this
Report and Accounts. These statements have been prepared on the basis
of audited financial statements received from the Subsidiary Companies
as approved by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of
compliance from the Auditors and Management Discussion and Analysis
Report forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation
to Shareholders, Bankers, Institutions and Employees for their co-
operation and support.
For and on behalf of the Board of Directors
Mumbai ( M. V. Doshi )
Date: May 05, 2015 Executive Chairman
Mar 31, 2014
The Directors present the Thirtieth Annual Report and Audited Accounts
of the Company for the year ended March 31, 2014.
FINANCIAL RESULTS 2013-2014 2012-2013
(Rs. in lacs) (Rs, in lacs)
Profit before tax 707.64 1031.07
Less: Tax Expense for the Year (40.05) 356.19
Profit after tax. 747.69 674.88
Profit brought forward from 2250.60 2140.21
previous year
Amount available for appropriation 2998.29 2815.09
APPROPRIATIONS:
Proposed Dividend 243.96 246.23
Tax on Dividend 39.58 39.94
Transfer to Capital Redemption 14.60 73.35
Reserve
Transfer to General Reserve 100.00 70.00
Transfer to Special Reserve Fund 149.54 134.98
Excess Provision for Dividend and 1.86 -
DDT of earlier year written back
Balance carried to Balance Sheet 2452.47 2250.59
DIVIDEND
The Board of Directors are pleased to recommend a dividend @ Rs.2/- per
equity share of the Company for the financial year ended 31st March
2014. The total cash outflow on account of dividend & tax thereon
Rs.283.54 lacs.
PERFORMANCE REVIEW
The Company''s total income increased to Rs. 3557.17 lacs from Rs.
3463.11 lacs and profit after tax to Rs. 747.69 lacs from Rs. 674.88
lacs in the previous year.
Even under difficult market conditions, the income from operations
increased marginally during the year under review. Trading in debt
papers and development of retail clients like PF/Pension/Gratuity trust
etc. has continued to yield good results.
BUY- BACK
At the Board meeting held on 29th May 2012, the Board of Directors of
the Company had approved to buyback the Company''s full paid up equity
shares of Rs. 10/- each from open market through Stock Exchange route,
subject to maximum Buyback price of Rs. 80/- per share, up to an
aggregate amount not exceeding Rs. 12,40,00,000/- (Rupees Twelve Crores
Forty Lac Only) [excluding brokerage costs, SEBI Turnover charges,
taxes such as Securities Transaction tax, service tax and relevant
stamp duty] in accordance with the provisions contained in the Articles
of Association, Section 77A,77AA,77B and other applicable provisions of
the Companies Act 1956 and the provisions contained in the SEBI (Buy
Back of Securities) Regulations, 1998 including any statutory
modifications and amendments from time to time for the time being in
force ("Buyback Regulations"). Pursuant to the aforesaid approval, the
Buyback was completed on 28* May 2013. The Company had bought-back from
the Open Market on B S E Limited in aggregate 8,79,466 equity shares at
an average price of Rs 61.19 per share. Hence the paid up equity share
capital of the company as on March 31, 2014 stands reduced to Rs.
12,19,80,230 divided into 1,21,98,023 equity shares of Rs. 10/- each.
EMPLOYEES STOCK OPTION SCHEME
Disclosures under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 is annexed to this report.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
SUBSIDIARIES
Your Company''s subsidiary, LKP Securities Ltd. has expanded its
geographical reach and now has 1540 outlets across India.
As per the Circular No. 51/12/2007rCL-III dated 8th February, 2011
issued by Government of India, Ministry of Corporate Affairs, the
required financial information in the consolidated balance sheet is
given in respect of Company''s subsidiaries i.e. LKP Securities Limited
and Gayatri Cement and Chemical Industries Private Limited.
The annual accounts of the aforesaid subsidiaries and the related
detailed information shall be made available to shareholders of the
Company and its subsidiaries, seeking such information at any point of
time. The annual accounts of the subsidiary companies shall also be
kept open for inspection by any shareholder at the head office at
112A/203 Embassy Centre, Nariman Point, Mumbai 400 021.
STATUTORY DISCLOSURE
During the year under review the Company did not have any employee
falling within the scope of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended.
The provisions of Section 217(l)(e) of the Companies Act, 1956,
relating to conservation of energy and technology absorption do not
apply to your Company. There are no foreign exchange earnings & outgo
during the year under report.
DIRECTORS
Mr. Hariharan Padmanabhan retires by rotation and being eligible offers
himself for re-appointment. Your Directors recommend his re-
appointment.
As per the notification of section 149 and other applicable provisions
of the Companies Act, 2013, your Directors are seeking appointment of
Mr. Milan S. Bhise and Mr. Vineet N. Suchanti as Independent Directors
for five consecutive years for a term up to 31st March 2019. Detail of
the proposal for appointment of Mr. Milan S. Bhise and Mr. Vineet N.
Suchanti are mentioned in the Explanatory Statement under Section 102
of the Companies Act, 2013 of the Notice of the 30* Annual General
Meeting.
Board of Directors in their meeting held on 9"1 May 2014, re- appointed
for a period of 3 years with effect from April, 01, 2014 Mr. Mahendra
V. Doshi as an Executive Chairman of the Company.
Board of Directors in their meeting held on 30* July 2013, had approved
the re-appointment of Mr. Pratik M. Doshi as the Whole- time Director
of LKP Securities Limited a Subsidiary Company of your Company for a
period of 3 years with effect from 26th October 2013.
AUDITORS''REPORT
M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire
at the conclusion of the forthcoming Annual General Meeting. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the provision prescribed under
Section 139 ofthe Companies Act, 2013. Your Directors recommend their
re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) ofthe Companies Act, 1956, the
Directors hereby confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgment and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of the
Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
iv) the Directors have prepared the annual accounts on a going concern
basis.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21, the Consolidated
Financial Statements are furnished herewith and form part of this
Report and Accounts. These statements have been prepared on the basis
of audited financial statements received from the Subsidiary Companies
as approved by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of
compliance from the Auditors and Management Discussion and Analysis
Report forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation
to Shareholders, Bankers, Institutions and Employees for their co-
operation and support.
For and on behalf of the Board of Directors
Mumbai (M. V. Doshi)
Date: May 09, 2014 Executive Chairman
Mar 31, 2013
The Directors present the Twenty Ninth Annual Report and Audited
Accounts of the Company for the year ended March 31, 2013.
FINANCIAL RESULTS 2012-2013 2011-2012
(Rs. in lacs) (Rs. in lacs)
Profit before tax 1031.07 745.11
Less: Tax Expense for the year 356.19 258.68
Profit after tax 674.88 486.43
Profit brought forward from 2140.21 2095.05
previous year
Amount available for 2815.09 2581.48
appropriation
APPROPRIATIONS:
Proposed Dividend 246.23 261.55
Tax on Dividend 39.94 42.43
Transfer to Capital Redemption 73.35 --
Reserve
Transfer to General Reserve 70.00 40.00
Transfer to Special Reserve Fund 134.98 97.29
Balance carried to Balance Sheet 2250.59 2140.21
DIVIDEND
The Board of Directors are pleased to recommend a dividend @ Rs.2/- per
equity share of the Company for the financial year ended 31st March
2013. The total cash outflow on account of dividend & tax thereon
Rs.286.17 lacs.
PERFORMANCE REVIEW
The Company''s total income increased to Rs. 3463.11 lacs from Rs.
2220.69 lacs and profit after tax to Rs. 674.88 lacs from Rs. 486.43
lacs in the previous year.
Even under though difficult market conditions, the income from
operation increased during the year under review. Trading in debt
papers and development of retail clients like PF/Pension/Gratuity trust
etc. has continued to yield good results. Further the Company
substantially increased its business of loan against security of
shares.
BUY- BACK
At the Board meeting held on 29th May 2012, the Board of Directors of
the Company has approved to Buyback the Company''s full paid up equity
shares of Rs. 10/- each from open market through Stock Exchange route,
subject to maximum Buyback price of Rs. 80/- per share, upto an
aggregate amount not exceeding Rs.12,40,00,000/- (Rupees Twelve Crores
Forty Lac Only) [excluding brokerage costs, SEBI Turnover charges,
taxes such as Securities Transaction tax, service tax and relevant
stamp duty] in accordance with the provisions contained in the Articles
of Association, Section 77A,77AA,77B and other applicable provisions of
the Companies Act 1956 and the provisions contained in the SEBI (Buy
Back of Securities) Regulations, 1998 including any statutory
modifications and amendments from time to time for the time being in
force ("Buyback Regulations"). The above stated aggregate amount is
not exceeding 10% of the paid-up capital and free reserves of the
Company as per the Audited Annual Accounts of the Company for the
financial year ended March 31, 2012.
Pursuant to the aforesaid approval the Company has bought-back from the
Open Market on B S E Limited 7,41,423 equity shares upto March 31, 2013
at an average price of Rs 60.98 per share. Out of the shares
bought-back, 7,33,495 equity shares have been extinguished till March
31, 2013. Hence the paid up equity share capital of the company as on
March 31, 2013 stands reduced by Rs 73,34,950 to Rs. 12,34,39,940
divided into 1,23,43,994 equity shares of Rs. 10/- each.
EMPLOYEES STOCK OPTION SCHEME
Disclosures under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 is annexed to this report.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
SUBSIDIARIES
Your Company''s subsidiary, LKP Securities Ltd. has expanded its
geographical reach and now has 1030 outlets across India.
As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011
issued by Government of India, Ministry of Corporate Affairs, the
required financial information in the consolidated balance sheet is
given in respect of Company''s subsidiaries i.e. LKP Securities
Limited and Gayatri Cement and Chemical Industries Private Limited.
The annual accounts of the aforesaid subsidiaries and the related
detailed information shall be made available to shareholders of the
Company and it''s subsidiaries, seeking such information at any point
of time. The annual accounts of the subsidiary companies shall also be
kept open for inspection by any shareholder at the head office at 112A
/203 Embassy Centre, Nariman Point, Mumbai 400 021.
STATUTORY DISCLOSURE
During the year under review the Company did not have any employee
falling within the scope of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended.
The provisions of Section 217(1)(e) of the Companies Act, 1956,
relating to conservation of energy and technology absorption do not
apply to your Company. There are no foreign exchange earnings & outgo
during the year under report.
DIRECTORS
Mr. Milan S. Bhise and Mr. Vineet N. Suchanti retire by rotation and
being eligible offers themselves for re-appointment. Your Directors
recommend their re-appointment.
AUDITORS'' REPORT
M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire
at the conclusion of the forthcoming Annual General Meeting. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend
their re-appointment.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm that :
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period ;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
iv) the Directors have prepared the annual accounts on a going concern
basis.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21,the Consolidated Financial
Statements are furnished herewith and form part of this Report and
Accounts. These statements have been prepared on the basis of audited
financial statements received from the Subsidiary Companies as approved
by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of
compliance from the Auditors and Management Discussion and Analysis
Report forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation
to Shareholders, Bankers, Institutions and Employees for their co-
operation and support.
For and on behalf of the Board of Directors
Mumbai (M. V. Doshi)
Date: April 29, 2013 Executive Chairman
Mar 31, 2012
The Directors present the Twenty Eighth Annual Report and Audited
Accounts of the Company for the year ended March 31, 2012.
FINANCIAL RESULTS 2011-2012 2010 - 2011
(Rs. in lacs) (Rs. in lacs)
Profit before tax 745.12 3276.49
Less: Provision for Tax (Including 258.68 664.79
Deferred Tax)
Profit after tax 486.44 2611.70
Add: Previous year Items - 352.72
Profit brought forward from 2095.05 1672.86
previous year
Amount available for appropriation 2581.49 4637.28
APPROPRIATIONS:
Proposed Dividend 261.55 1307.75
Tax on Dividend 42.43 212.14
Transfer to General Reserve 40.00 500.00
Transfer to Special Reserve Fund 97.29 522.34
Balance carried to Balance Sheet 2140.22 2095.05
DIVIDEND
The Board of Directors are pleased to recommend a dividend @ Rs. 2/-
per equity share of the Company for the financial year ended 31sl March
2012. The total cash outflow on account of dividend & tax thereon
Rs.303.98 lacs.
PERFORMANCE REVIEW
The Company's total income decreased to Rs. 2,220.69 lacs from Rs.
5,325.21 lacs and profit after tax to Rs. 486.44 lacs from Rs. 2,611.70
lacs in the previous year.
Due to difficult market condition, the income from investments
decreased during the year under review. However trading in debt papers
and development of retail clients like PF/Pension/Gratuity trust etc.
has continued to yield good results. Further the Company substantially
increased its business of loan against security of shares.
EMPLOYEES STOCK OPTION SCHEME
Disclosures under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 is annexed to this report.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
SUBSIDIARIES
Your Company's subsidiary, LKP Securities Ltd. has expanded its
geographical reach and now has 810 outlets across India.
As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011
issued by Government of India, Ministry of Corporate Affairs, the
required financial information in the consolidated balance sheet is
given in respect of Company's subsidiaries i.e. LKP Securities
Limited and Gayatri Cement and Chemical Industries Private Limited.
The annual accounts of the aforesaid subsidiaries and the related
detailed information shall be made available to shareholders of the
Company and it's subsidiaries, seeking such information at any point of
time. The annual accounts of the subsidiary companies shall also be
kept open for inspection by any shareholder at the head office at 112A
/203 Embassy Centre, Nariman Point, Mumbai 400 021.
STATUTORY DISCLOSURE
During the year under review the Company did not have any employee
falling within the scope of Section 217 (2 A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended.
The provisions of Section 217(l)(e) of the Companies Act, 1956,
relating to conservation of energy and technology absorption do not
apply to your Company. There are no foreign exchange earnings & outgo
during the year under report.
DIRECTORS
Mr. Mahendra V. Doshi and Mr. Pratik M. Doshi retire by rotation and
being eligible offers themselves for re-appointment. Your Directors
recommend their re-appointment.
AUDITORS' REPORT
M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire
at the conclusion of the forthcoming Annual General Meeting. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend
their re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956. the
Directors hereby confirm that :
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
iv) the Directors have prepared the annual accounts on a going concern
basis.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21, the Consolidated
Financial Statements are furnished herewith and form part of this
Report and Accounts. These statements have been prepared on the basis
of audited financial statements received from the Subsidiary Companies
as approved by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of
compliance from the Auditors and Management Discussion and Analysis
Report forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation
to Shareholders, Bankers , Institutions and Employees for their co-
operation and support.
For and on behalf of the Board of Directors
Mumbai (M. V. Doshi)
Date: April 24, 2012 Executive Chairman
Mar 31, 2011
The Directors present the Twenty Seventh Annual Report and Audited
Accounts of the Company for the year ended March 31,2011.
FINANCIAL RESULTS 2010-2011 2009-2010
(Rs. in lacs) (Rs. in lacs)
Profit before tax 3276.49 2099.70
Less: Provision for Tax 664.79 178.07
Profit after tax 2611.70 1921.63
Add: Previous year Items 352.72 16.94
Profit brought forward from 1672.86 3133.98
previous year
Amount available for 4637.28 5072.56
appropriation
APPROPRIATIONS:
Proposed Dividend 1307.75 915.42
Tax on Dividend 212.14 155.58
Transfer to Capital Redemption - 36.13
Reserve
Transfer to General Reserve 500.00 200.00
Transfer to Special Reserve 522.34 2092.57
Fund
Balance carried to Balance Sheet 2095.05 1672.86
DIVIDEND
The Board of Directors are pleased to recommend a dividend @ Rs. 10/-
per equity share of the Company for the financial year ended 31st March
2011. The total cash outflow on account of dividend & tax thereon Rs.
1,519.89 lacs.
PERFORMANCE REVIEW
The Companys total income increased to Rs. 5,374.28 lacs from Rs.
3,612.25 lacs and profit after tax to Rs.2,611.70 lacs from Rs.
1,921.63 lacs in the previous year.
The income from investments increased substantially and trading in debt
papers and development of retail clients like PF/Pension/Gratuity trust
etc. has yielded good results. Further the Company substantially
increased its business of loan against security of shares.
The Company continued with its efforts to recover over dues from its
clients. During the year under review the Company has recovered Rs.
328.46 lacs by resorting to legal recourse.
EMPLOYEES STOCK OPTION SCHEME
Pursuant to the approval of shareholders, your Company has instituted
the Employees Stock Option Scheme. The Scheme is administered by the
Compensation Committee of the Board of Directors. The detail of Options
granted during the year under review is annexed to this report.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
SUBSIDIARIES
Your Companys subsidiary, LKP Securities Ltd. has expanded its
geographical reach and now has 407 outlets across India.
As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011
issued by Government of India, Ministry of Corporate Affairs, the
required financial information in the consolidated balance sheet is
given in respect of Companys subsidiaries i.e. LKP Securities Limited
and Gayatri Cement and Chemical Industries Private Limited.
The annual accounts of the aforesaid subsidiaries and the related
detailed information shall be made available to shareholders of the
Company and its subsidiaries, seeking such information at any point of
time. The annual accounts of the subsidiary companies shall also be
kept open for inspection by any shareholder at the head office at 112A
/203 Embassy Centre, Nariman Point, Mumbai 400 021.
STATUTORY DISCLOSURE
The Particulars of Employees falling within the scope of Section 217
(2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, forms part of this report. However, as per
Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and
Accounts is being sent to all shareholders of the Company excluding the
above Statement. Any shareholder interested in obtaining a copy of the
said Statement may write to the Company at its Registered Office.
The provisions of Section 217(l)(e) of the Companies Act, 1956,
relating to conservation of energy and technology absorption do not
apply to your Company. There are no foreign exchange earnings & outgo
during the year under report.
DIRECTORS
Mr. Vineet N. Suchanti and Mr. Milan S. Bhise retire by rotation and
being eligible offers themselves for re-appointment. Your Directors
recommend their re-appointment.
AUDITORS REPORT
M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire
at the conclusion of the forthcoming Annual General Meeting. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend
their re- appointment.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm that:
i) in the preparation of .the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period ;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability ;
iv) the Directors have prepared the annual accounts on a going concern
basis.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21, the Consolidated
Financial Statements are furnished herewith and form part of this
Report and Accounts. These statements have been prepared on the basis
of audited financial statements received from the Subsidiary Companies
as approved by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of
compliance from the Auditors and Management Discussion and Analysis
Report forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation
to Shareholders, Bankers , Institutions and Employees for their
co-operation and support.
For and on behalf of the Board of Directors
(M. V. Doshi)
Executive Chairman
Mumbai
Date: April 29, 2011
Mar 31, 2010
The Directors present the Twenty Sixth Annual Report and Audited
Accounts of the Company for the year ended March 31,2010.
FINANCIAL RESULTS 2009-2010 2008-2009
(Rs. in lacs) (Rs. in lacs)
Profit / (Loss) before tax 2099.70 9267.54
Less/(Add): Provision for Tax & 178.07 726.32
Fringe Benefit Tax
Profit/(Loss) after tax 1921.63 8541.22
Add: Previous year Items 16.94 -
Profit/(Loss) brought forward from 3133.98 642.64
previous year
Amount available for appropriation 5072.% 9183.86
APPROPRIATIONS:
Proposed Dividend 915.42 889.79
Tax on Dividend 155.58 151.22
Transfer to Capital Redemption 36.13 8.87
Reserve Account
Transfer to General Reserve 200.00 5000.00
Transfer to Special Reserve Fund 2092.57 -
Balance carried to Balance Sheet 1672.85 3133.98
DIVIDEND
The Board of Directors are pleased to recommend a dividend @ Rs. II-
per equity share of the Company for the financial year ended 31s1 March
2010. The total cash outflow on account of dividend & tax thereon Rs.
1,071.00 lacs.
PERFORMANCE REVIEW
The Companys total income decreased from Rs. 10,283.42 lacs to Rs.
3,612.25 lacs and profit after tax Rs. 1,921.64 lacs from Rs. 8541.22
lacs in the previous year.
The figures of the year under review are not strictly comparable with
those of the previous year. During the previous year, the Company had
divested major portion of its holdings in the shares of Thomas Cook
(India) Ltd. received pursuant to the merger of LKP Forex Limited with
Thomas Cook (India) Limited by tendering them under the open offer
announced by Thomas Cook (UK) Limited.
The efforts of the Fixed Income Market team to develop trading in debt
papers and development of retail clients like PF/Pension/ Gratuity
trust etc. has yielded good results.
The Company continues its efforts to generate non-fund based business.
Also your Company continues to make all efforts to recover over-dues
from the clients by negotiations or by resorting to legal recourse.
SHARE CAPITAL
In term of consent of the Members which was obtained by way of a
special resolution passed on 22nd January 2009, as per Section 192A of
the Companies Act, 1956, read with the Companies (Passing of the
Resolution by Postal Ballot) Rules, 2001, the buy-back of equity shares
of the Company under Section 77A of the Companies Act, 1956, was
commenced on February 24, 2009 and was closed with effect from July 17,
2009. The Company had bought-back and extinguished in aggregate
4,50,000 equity shares from the Open Market on the Bombay Stock
Exchange Limited at an average price Rs. 77.70 per equity Share. The
total amount expended in the buy back is Rs. 349.65 lacs, being 37% of
the maximum authorized buy back amount.
On March 31,2010 the Company has allotted 7,27,489 equity shares of Rs.
10/- each, at a premium of Rs. 110/- per share in full conversion of
7,27,489 11 % Compulsorily Convertible Debentures of Rs. 120/- each
fully paid-up to Agrud Captal Pte. Ltd., Singapore, in term of Special
Resolution dated 27th August 2009 passed by members through Postal
Ballot.
The paid up equity share capital of the company as on March 31, 2010
stands at Rs. 13,07,74,890/- divided into 1,30,77,489 equity shares of
Rs. 10/- each fully paid- up.
ESOP
With a view to motivating the employees of the Company and its
subsidiary (LKP Securities Limited) by rewarding performance, retaining
best talents and to enable them to participate in the future growth and
success of the Company, the Board has considered it prudent to
introduce Employees Stock Option Scheme 2010 (ESOP). The said ESOP
has been formulated in accordance with the SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines 1999. The said
ESOP could give rise to the issue of equity shares not exceeding
9,05,000 equity shares of Rs. 10/- each at such price, in one or more
tranches and on such terms and conditions, as may be fixed or
determined by the Board in accordance with the Guidelines or other
provisions of the law as may be prevailing from time to time. The
consent of members for the said ESOP has been obtained by special
resolutions passed on 17th March 2010, as per Section 192A of the
Companies Act, 1956, read with die Companies (Passing of the Resolution
by Postal Ballot) Rules, 2001. The Compensation Committee has granted
5,99,500 Stock Options to the eligible employees in terms of the said
Plan during the financial year 2010-2011.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any
deposits without prior approval of the Statutory Authorities concerned.
SUBSIDIARIES
Your Companys subsidiary, LKP Securities Ltd. has reported improved
results. LKP Securities Ltd. has expanded its geographical reach and
now has 414 outlets across 147 cities in India.
During the year under review M/s Gayatri Cement and Chemical Industries
Pvt. Ltd. became Wholly Owned Subsidiary of the Company.
Pursuant to Section 212 of the Companies Act, 1956, the relevant
Statement along with the Directors Report and the Audited Statement of
Accounts of subsidiaries of the Company are appended to this report.
STATUTORY DISCLOSURE
The Particulars of Employees falling within the scope of Section 217
(2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, forms part of this report. However, as per
Section 219(lXb)(iv) of the Companies Act, 1956, the Report and
Accounts is being sent to all shareholders of the Company excluding the
above Statement. Any shareholder interested in obtaining a copy of the
said Statement may write to the Company at its Registered Office.
The provisions of Section 217(lXe) of the Companies Act, 1956, relating
to conservation of energy and technology absorption do not apply to
your Company. There is no foreign exchange earnings during the year
under report. The detail of outgo is mentioned in point no. 10 of Notes
to Accounts under Schedule 16.
DIRECTORS
Mr. Mahendra V. Doshi retires by rotation and being eligible offers
himself for reappointment. Mr. Mahendra V. Doshi is re-appointed with
revised remuneration as an Executive Chairman of the Company for a
period of 5 years with effect from April 1, 2009 by a Special
Resolution passed by members through postal ballot on March 17, 2010.
At the Board Meeting held on October 26, 2009, Mr. Hariharan
Padmanabhan and Mr. Pratik M. Doshi were appointed as additional
Directors on the Board. Resolutions for their re-appointment as
Directors are placed in the Notice for consideration of the members.
The Directors recommend these Resolutions for acceptance.
Mr. Sayanta Basu is appointed on October 26, 2009 as a Nominee Director
on the Board by the strategic equity investor Agrud Captal Pte. Ltd.,
Singapore.
AUDITORSREPORT
M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire
at the conclusion of the forthcoming Annual General Meeting. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend
their re-appointment.
DmECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, the
Directors hereby confirm that: i
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) me Directors have selected such accounting policies and applied
them consistently and made judgement and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for mat period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
to the best of their knowledge and ability;
iv) the Directors have prepared the annual accounts on a going concern
basis.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Accounting Standard AS-21, the Consolidated
Financial Statements are furnished herewith and form part of this
Report and Accounts. These statements have been prepared on the basis
of audited financial statements received from the Subsidiary Companies
as approved by their Board of Directors.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of
compliance from the Auditors and Management Discussion and Analysis
Report forms part of mis Report
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation
to Shareholders, Bankers , Institutions and Employees for their co-
operation and support
For and on behalf of the Board of Directors
Mumbai (M.V. Doshi)
Date: April 28,2010 Executive Chairman
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