Mar 31, 2023
The Directors are pleased to present the 38th (Thirty-Eighth) Annual Report and the Audited Accounts for the financial year ended March 31, 2023.
1. Financial Results: (Rs. in Lakhs) |
|||
Particulars |
2022-2023 |
2021-2022 |
|
Profit/(Loss) before Depreciation |
206.83 |
1,040.06 |
|
Less: Depreciation |
27.26 |
27.24 |
|
Profit/(Loss) before Taxation |
179.57 |
1,012.82 |
|
Less: Tax Expenses Current tax Deferred Tax |
00.00 59.41 |
53.85 173.20 |
|
Profit/(Loss) after Taxation |
120.16 |
785.77 |
|
Other Comprehensive Income/(Loss) |
(2,695.95) |
6,748.51 |
|
Total Comprehensive Income/(Loss) |
(2,575.79) |
7,534.28 |
2. Dividend:
In view of conserving resources of the Company, your Directors do not recommend any dividend for the financial year ended March 31, 2023.
3. Transfer to Reserves:
As per requirement of RBI regulations, the Company has transferred to Statutory Reserve Fund an amount of Rs. 24.03 Lakhs in Financial Year ended March 31, 2023.
4. Consolidated Financial Statements:
The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.
5. Share Capital:
The paid up Equity Share Capital of the Company as on March 31, 2023 is Rs. 17,49,84,330/- comprising of 174,98,433 equity shares of Rs. 10/- each. We would like to inform to our shareholders that there is no change in the paid up equity share capital of the Company during financial year 2022-23.
6. Change in the nature of business:
There was no change in the nature of the business of your Company during the financial year.
7. Material changes and commitments affecting the financial position of your Company:
There were no material changes and commitments affecting the financial position of your Company between the end of financial year 2022-23 and the date of this report which could have an impact on your Company''s operations in the future or its status as a âGoing Concernâ.
8. Management Discussions and Analysis Report:
Financial Performance:
(i) Overall Economic View
The Global economic outlook continues to be on a downward trend with the geopolitical situation being what it is, but India has emerged as a fast-growing nation which is matter of great satisfaction. The India economy has shown reasonable growth after taking a heavy beating about two years ago due to the pandemic and is slated to grow at an average rate of 6.1 percent in the coming year. The IMF expects India to grow at 5.9% in FY 2023-24
While betting on consumption driven growth is obvious to India''s large, young, and rising share of the upper middle -income population, one must reckon the fact that Capital Investment will play an important role over the next two years to decide the actual outcome. While the Govt has envisaged long term capital investment in infrastructural development, the private investment is still lagging to a large extent which is cause for worry.
It was gratifying to learn that Exports performed well probably due to currency depreciation against Dollars. While goods exports remained modest, India''s services exports skyrocketed by 30% between April and February. A strong digitalization drive the world over, cost cutting measures by business to deal with the impending slowdown and the growing trend of remote working, increased the demand for export of services in technology. This was supported by fiscal prudence and discipline as Govt spending contracted for the second consecutive quarter.
India also witnessed gains in agricultural growth with rice and wheat becoming major export commodities and industrial growth also picked up with banks coming forward to lend more with their balance sheet improving substantially due to a slew of positive measures.
The Stock markets witnessed a roller coaster drive though promoters and investors ventured with new capital issues that were successful. The markets have since gained substantially, recording a record growth in indices as of date.
The forex Reserves regained the $600 plus billion levels during the ensuing year after some fluctuations during the past year. The net FDI inflow for the year dropped by 16% to 71 billion dollars on a gross basis marking the first decline during the past decade.
(ii) Industry Structure and Developments:
The Stock markets, which are the main line of focus of your company witnessed mixed trends throughout the year resulting in fall in investment values at the end of the financial year.
Notwithstanding the volatility and speculative investments, the boost in indices during the current year will augur well for the capital markets and one could see a good appetite for new issues in future.
Despite the economic slowdown, high volatility in capital markets, and other uncertainties, your company could achieve comparable results with that of the previous year. The volatility in the income levels as reflected in the financial statements are more in the nature of new applicable accounting policies where notional profits and losses are shown based on valuation of assets as on reporting date.
(iv) Opportunities and Threats:
The GDP is projected to recover to around 6.5 % which is still encouraging if not heartwarming. The Government continues to take several measures to boost economic activities, and the results have started showing up with buoyancy in capital markets, manufacturing, exports and agricultural activities.
(v) Segment-wise - Product-wise reporting:
The Company being NBFC is mainly engaged in the business of Investment & Finance Activities in India. All activities of the Company revolve around this main business, and as such, there are no separate reportable segments.
Your company expects the capital markets continuing to perform better due to good economic recovery and future investment in infrastructural activities by the Government. Hence the outlook looks bright barring any unforeseen situations.
Your company''s activities which are essentially in the capital market segments and the risk perception of our activity could be discerned as under:
Market Risk: Your Company''s major investments are mostly in capital market instruments like shares, mutual funds and bonds and any volatility could erode the capital value of the investments. No doubt, your company would keep a close vigil on movement of prices and take appropriate steps to minimize this risk.
Interest risk: The changes in interest rates by RBI and Banks could result in fluctuations in prices and consequently the income of various investments and borrowings by the company may vary. Your company has put in measures to hedge this risk but this cannot be eliminated totally.
Operation Risk: The stock market operations are fraught with certain risks associated with market judgments by operational executives and their decision making process based on certain perceptions prevailing at any given time and these could change suddenly resulting in unexpected adverse positions.
(viii) Internal Financial Control Systems and their Adequacy:
Your company has in place adequate internal control measures. There is continuous monitoring of all the activities and necessary creative measures are taken periodically to manage any unforeseen risk factors.
(ix) Human Resources:
Your company has adequate trained professionals to manage the affairs of the company in the most prudent manner.
(x) Details of significant changes in key financial ratios are given in Annexure A to the Board Report.
9. Subsidiaries:
Shriyam Broking Intermediary Limited, a wholly owned subsidiary of the company, has shown positive results though the net income levels have reduced as compared to the previous year. The current market scenario looks to augur well in the coming year, and it will be our endeavor to ensure that our performance improves on a sustained basis.
Shriyam Realtors Private Limited a wholly owned subsidiary of Shriyam Broking Intermediary Limited was incorporated on 15th December 2016. However the company had almost no transactions so far in view of the sluggish health of real estate market.
A statement containing the salient features of the financial statements of the subsidiaries, in the prescribed format AOC-1, forms part of this Annual Report.
10. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:
During the year under review no company has ceased to be its subsidiaries. The Company doesn''t have any joint ventures or associate company.
11. Directors:
In compliance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Yogendra Chaturvedi, Whole-time Director retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for re-appointment of Mr. Yogendra Chaturvedi forms part of the Notice of the 38th AGM. The Board has recommended his re-appointment.
(I) Mr. R Sundaresan, Whole time Director, was reappointed by members at 35th AGM of the Company for the period of 3 years and his present term of office expires on 15th June 2024. Your Director approves his re-appointment as Wholetime Director, Designated as Executive Director and Chairperson or Chairman of the Company for the further period of three years beginning from 16th June 2024 to 15th June 2027 on such terms and conditions including remunerations as agreed, subject to the approval of Shareholders of the Company at this Annual General Meeting.
Brief resume of Mr. R Sundaresan, nature of his experience in specific functions and area and number of companies in which he hold membership/chairmanship of Board Committees as stipulated under regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) are provided in annexure to the notice of Annual General Meeting forming part of the Annual Report.
(II) Mr. Lalit Shah was appointed as an Independent Non-Executive Director of the Company by the members at the 34th AGM of the Company held on 12th September, 2019 for a period of five consecutive years with effect from 6th June 2019. Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Lalit Shah, being eligible for re-appointment as an Independent Director and offering himself for re-appointment, is proposed to be reappointed as an Independent Director for second term of five consecutive years with effect from 6th June 2024, subject to approval of Shareholder at Annual General Meeting.
12. Declarations by Independent Directors:
All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the LODR and are not disqualified from continuing as Independent Directors of your Company.
None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31st March, 2023. None of the Directors had any relationships inter-se.
13. Independent Director''s Databank Registration:
Pursuant to a notification dated 22nd October, 2019 issued by the Ministry of Corporate Affairs, all Independent directors of the Company have registered themselves with online databank for Independent Directors maintained by Indian Institute of Corporate Affairs (IICA).
The Company has received declarations from all the Independent Directors of the Company confirming that they have registered their names in the Independent Directors'' databank maintained by Indian Institute of Corporate Affairs (IICA) as prescribed by MCA.
14. Familiarization Programs:
Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc.
The Familiarization Policy for the Independent Directors is uploaded on the website of your Company. Details of Familiarization Programs imparted to Independent Directors are available on the Company''s website and is accessible at http://www.shardulsecurities.com/program%20for%20independent%20directors.htm
15. Code of Conduct:
Your Company has in place, a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior management personnel of your Company have complied with the code as mentioned hereinabove.
The Directors and Senior management personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31st March 2023. The said code is available on the website of your Company at http://www.shardulsecurities.com/code%20of%20ethics%20for%20directors.pdf
16. Key Managerial Personnel:
In accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. R Sundaresan - Executive Director & Chairman, Mr. Yogendra Chaturvedi - Executive director, 1Mr. Virak Katrak- Chief Executive Officer (CEO), Ms. Daya Bhalia - Executive Director & Company Secretary and Mr. Tarun Chaturvedi - Chief Financial Officer (CFO) are the Key Managerial Personnel (''KMP'') of your Company.
In opinion of Directors, the provision for Income Tax is made as per the provisions of the Income Tax Act, 1961.
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is appended with this report.
24. Directors'' Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
25. Statutory Auditor and Auditors'' Report:
M/s J. Kala & Associates, Chartered Accountants, (Firm Registration No: 118769W) have conducted audit for the financial year 2022-2023. The Auditor''s Report for financial year 2022-2023 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statement in this Annual Report.
The notes to the Financial Statement referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.
However the term of M/s J. Kala & Associates, Chartered Accountants, expires in this Annual General Meeting. Based on the recommendation of the Audit committee, the Board of Directors of the company, at their meeting held on 14th August, 2023, recommended the appointment of M/s Akkad Mehta & Co LLP, Chartered Accountants, (Firm Reg. No. 100259W) as statutory auditor for period of five (5) years and necessary resolution in this respect is being included in the notice of the 38th Annual General Meeting for the approval of members of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s D Maurya & Associates, Practicing Company Secretary to undertake Secretarial Audit of the Company. The Secretarial Audit Report is enclosed in Annexure C and forms an integral part of this Report.There is no secretarial audit qualification for the year under review.
The Company has complied with the applicable Secretarial Standards i.e. SS-1 relating to Meetings of the Board of Directors and SS-2 relating to General Meetings, respectively.
M/s Atul HMV & Associates LLP, Chartered Accountants, (Firm Reg. No. 124043W) appointed as internal auditor of the company to conduct the internal audit for the period beginning from 1st July 2023 to 31st march 2024.The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.
29. Significant and material orders passed by the regulators or courts:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
Report on Corporate Governance stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. A certificate from the auditors of the Company M/s J. Kala & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under aforesaid regulation is annexed at the end of Corporate Governance Report.
31. Particulars of Loans, Guarantees or Investments by the Company:
Details of Loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.
The Company, being a Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
33. Related Party Transactions:
During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arm''s length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in Form AOC-2 under Section 134(3)(h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.
Prior approval of the Audit Committee is obtained for Related Party Transactions (âRPTsâ) including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm''s length. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.
There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large.
The details of transactions with related parties of the Company for the financial year under review, are given in notes to the Financial Statements, which form part of this Annual Report.
As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company. Weblink of the same is: http://www.shardulsecurities.com/related%20party%20transaction%20policy.pdf
34. Whistle blower policy and vigil mechanism:
The Company has established a whistle blower policy and vigil mechanism for directors and employees to report about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct policy. The mechanism provides fo r adequate safeguards against victimization of directors and employees. None of the personnel have been denied access to the Audit Committee of the Board. The details of Whistle Blower Policy are available on the website of the Company.
Weblink of the same is:http://www.shardulsecurities.com/vigil%20mechanism%20policy.pdf
35. Corporate Social Responsibility:
Provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company during the period under review.
36. Internal Financial Control:
The Board of Directors of your Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
37. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2022-2023 and hence no complaint is outstanding as on 31st March 2023 for redressal.
38. Other Statutory information:
a. Particulars of Employees:
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as Annexure B.
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.
b. Conservation of Energy, Technology Absorption and foreign Exchange earnings and outgo:
i) Provisions pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.
ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.
c. Deposits:
i) There are no deposits covered under Chapter V of the Act, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company neither hold any public deposits nor is accepting any deposits.
ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.
39. CEO/CFO Certification:
The Chief Executive Officer and Chief Financial Officer have issued a certificate pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company''s affairs. The said certificate is annexed as Annexure D and forms part of the Annual Report.
40. Acknowledgment:
Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.
Mr. Yogendra Chaturvedi Resigned from the designation of CEO and Mr. Viraf Katrak appointed as CEO with effect from 21st August, 2023.
17. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 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.
18. 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.
19. Number of Meetings of the Board:
Four Meetings of the Board of Directors were held during the year and the details of such meetings forms part of the Corporate Governance Report.
20. Audit Committee:
The Audit Committee as on 31st March 2023 comprises of Independent Directors namely Mr. Devesh Vasavada (Chairman), Mr. Lalit Shah, Mr. Charul Abuwala and Mr. Yogendra Chaturvedi (Executive Director) as other member. All the recommendations made by the Audit Committee were accepted by the Board.
21. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on the Company''s website: http://www.shardulsecurities.com/abstract%20of%20annual%20return.htm
Mar 31, 2018
To,
The Members of Shardul Securities Ltd.
The Directors are pleased to present the Thirty-Third Annual Report and the Audited Accounts for the year ended March 31, 2018.
1. Financial Results: - (Rs. in lakhs)
2017-2018 |
2016-2017 |
|
Profit/(Loss) before Depreciation |
319.99 |
67.71 |
Less: Depreciation |
32.09 |
32.24 |
Profit/(Loss) before Taxation |
287.90 |
35.47 |
Less: Tax Expenses |
||
Provision for tax |
40.00 |
2.25 |
Current tax expense relating to prior years |
- |
(6.74) |
Deferred Tax Liability/(Asset) |
(5.26) |
18.09 |
Profit / (Loss) after Taxation |
253.16 |
21.87 |
Surplus/(Deficit) brought forward from previous years |
4070.04 |
4178.90 |
4323.20 |
4200.77 |
|
Appropriations: |
||
Statutory Reserve Fund as per RBI Guidelines |
50.63 |
4.37 |
Proposed Dividend(including dividend tax) on Equity Shares |
- |
126.36 |
Balance carried to Balance Sheet |
4272.57 |
4070.04 |
2. Dividend:-
Your Directors recommend a dividend of Re. 0.60 per Equity Share on 1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 126.36 lakhs (including dividend tax) for the financial year ended 31st March 2018 which if approved at the ensuing Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 19th July 2018 and (ii) to those whose names as beneficial owners are furnished by the National Securities Depositories Ltd., and Central Depositories Service (India) Ltd.
3. transfer to Reserves:-
As per requirement of RBI regulations, the Company has transferred to Statutory Reserve Fund an amount of Rs. 50.63 Lakhs in Financial Year ended March 31, 2018.
4. Subsidiaries:-
Shriyam Broking Intermediary Limited, a wholly owned subsidiary of the company achieved a significant improvement in its working results during the year under report. The net profit for the year was at Rs.88.82 lakhs as compared to Rs.50.38 lakhs during the previous year. The subsidiary is poised to improve its performance in coming year with more active participation in the markets and increase in the clientele base.
Shriyam Realtors Private Limited (Formerly known as Shriyam Broking (IFSC) Private Limited) a wholly owned subsidiary of Shriyam Broking Intermediary Limited was incorporated on 15th December 2016. However the company has not yet started any business activities.
5. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:-
During the year under review no company has ceased to be its subsidiaries, joint ventures or associate companies.
6. Directors:-
In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Yogendra Chaturvedi (DIN: 00013613), director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.
The present term of office of Mr. R. Sundaresan (holding Din No. 00029840), Whole-time Director expires on 15th June 2018. Your Directors approved his re-appointment as Whole-time Director of the Company for a period of three years with effect from 16th June 2018, subject to the approval of shareholders of the Company at the Annual General Meeting
At a board meeting held on 14th November 2017 the board had appointed Ms. Daya Bariya, (holding Din No. 07049483) as an Additional Executive Women Director, who is liable to retire by rotation and would vacate her office at the ensuing Annual General Meeting of the Company and is eligible for re-appointment at the ensuing Annual General Meeting of the Company.
Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors recommend their appointment / re-appointment.
Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which he/she hold membership/chairmanship of Board Committees as stipulated regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report of Corporate Governance forming part of the Annual Report.
All independent directors have given declaration that they meet the criteria of independence as laid under section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
7. Appointments/Resignations of the Key Managerial personnel:-
Ms Daya Bariya was appointed as an Additional Executive Director with effect from 14 November 2017. Ms Daya Bariya was also appointed as the Company Secretary with effect from 1st December 2017 in place of Ms Monika Agarwal who resigned as Company Secretary of the Company with effect from 30th November 2017.
8. Board Evaluation-
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 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.
9. 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.
10. Number of Meetings of the Board:-
Four Meetings of the Board of Directors were held during the year and the details of such meetings forms part of the Corporate Governance Report.
11. Audit committee:-
The Audit Committee as on 31st March 2018 comprises of Independent Directors namely Mr. Devesh Vasavada (Chairman), Mr. Kantilal Shah, Mr. Charul Abuwala and Mr. Yogendra Chaturvedi (Executive Director) as other members. All the recommendations made by the Audit Committee were accepted by the Board.
12. Extract of Annual Return:-
The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92 of the Companies Act 2013, is included in this Report as Annexure -A and forms as integral part of this Report.
13. Taxation:-
In opinion of Directors, the provision for Income Tax is made as per the provisions of the Income Tax Act, 1961.
14. Cash flow:-
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is appended with this report.
15. Directorsâ Responsibility Statement:-
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
16. Statutory Auditors and Auditorsâ Report:-
M/s Khimji Kunverji & Co., Chartered Accountants, (Firm Registration No: 105146W have conducted audit for the F.Y. 2017-18. M/s Khimji Kunverji & Co. has tendered their resignation to discontinue as the Statutory Auditor of the Company w.e.f. F.Y. 2018-19 and further remaining terms of their period.
The Board of Directors recommends appointment of M/s J. Kala & Associates, Chartered Accountants (Firm Registration No.: 118769W) as Statutory Auditors of the Company in place of M/s Khimji Kunverji & Co., Chartered Accountants, (Firm Registration No: 105146W who have tendered their resignation as Statutory Auditors of the Company w. e. f. F.Y. 2018-19.
The Board of Directors of the Company at its meeting held on 29th May 2018 have appointed M/s J. Kala & Associates, Chartered Accountants (Firm Registration No.: 118769W), subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company.
The Board recommends to the members of the Company for approval of appointment of M/s J. Kala & Associates, Chartered Accountants (Firm Registration No.: 118769W) as the Statutory Auditors of the Company.
Your Company has received a letter from M/s J. Kala & Associates, Chartered Accountants (Firm Registration No.: 118769W) to the effect that their appointment, if made, would be under Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014. The notes to the Financial Statement referred to in the Auditorsâ Report are self-explanatory and, therefore, do not call for any further comments.
17. Secretarial Audit:-
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Dhirendra Maurya & Associates, Company Secretary in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is included in Annexure - B and forms an integral part of this Report.
There is no secretarial audit qualification for the year under review.
18. internal Audit:-
The Companyâs internal control system is commensurate with its size, scale and complexities of the operations. The internal audit is entrusted to M/s Anil B Jain & Associates, Chartered Accountants. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.
19. Significant and material orders passed by the regulators or courts:-
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
20. corporate Governance:-
Report on Corporate Governance stipulated under Regulation 34(3) and Regulation 53(f) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchange form part of this annual report. A certificate from the auditors of the Company M/s Khimji Kunverji & Co. Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under aforesaid regulation is annexed to and forms part of this Report.
21. consolidated Accounts:-
In accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India, Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.
22. Particulars of loans, guarantees or investments by the Company:-
Details of Loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
23. Related Party Transactions:-
There were no materially significant related party transactions, which could have had a potential conflict with the interests of the Company.
As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company.
Weblink of the same is: http://www.shardulsecurities.com/related%20party%20transaction%20policy.pdf
24. Whistle blower policy and vigil mechanism:-
The Company has established a whistle blower policy and vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the companyâs code of conduct policy. The mechanism provides for adequate safeguards against victimization of directors and employees. None of the personnel have been denied access to the Audit Committee of the Board. The details of Whistle Blower Policy are available on the website of the Company www.shardulsecurities. com
25. Corporate Social Responsibility Committee:-
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure C.
26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:-The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.
27. Other Statutory information:-
a. Particulars of Employees:
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as âAnnexure Dâ.
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.
b. Conservation of Energy, Technology Absorption and foreign Exchange earnings and outgo:
i) Provisions pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.
ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.
c. Deposits:
i) There are no deposits covered under Chapter V of the Act, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company neither hold any Public Deposits nor is accepting any deposits.
ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.
28. CEO/CFO Certification:-
The Chief Executive Officer and Chief Financial Officer have issued a certificate pursuant to the provisions SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Companyâs affairs. The said certificate is annexed and forms part of the Annual Report.
29. Acknowledgment: -
Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.
For and on behalf of the Board
Place: Mumbai R Sundaresan Daya Bariya
Date: 29th May 2018 Executive Director Executive Director and Company Secretary
Regd. Office:
G-12, Tulsiani Chambers
212, Nariman Point
Mumbai 400 021
Mar 31, 2016
To,
The Members of Shardul Securities Ltd.
The Directors are pleased to present the Thirty-First Annual Report and the Audited Accounts for the year ended March 31, 2016.
1. Financial Results: - |
(Rs. in lacs) |
|
2015-2016 |
2014-2015 |
|
Profit/(Loss) before Depreciation |
545.85 |
1149.68 |
Less: Depreciation |
41.57 |
48.16 |
Profit/(Loss) before Taxation |
504.28 |
1101.52 |
Less: Tax Expenses |
||
Provision for tax |
17.00 |
195.00 |
Current tax expense relating to prior years |
0.75 |
- |
Deferred Tax Liability/(Asset) |
1.81 |
(11.03) |
Profit / (Loss) after Taxation |
484.72 |
917.55 |
Surplus/(Deficit) brought forward from previous years |
3917.47 |
3382.47 |
4402.19 |
4300.02 |
|
Appropriations: |
||
Statutory Reserve Fund as per RBI Guidelines |
96.94 |
183.51 |
Proposed Dividend (including dividend tax) on Equity Shares |
126.36 |
168.49 |
Adjustment relating to Fixed Assets |
- |
30.55 |
Balance carried to Balance Sheet |
4178.89 |
3917.47 |
4402.19 |
4300.02 |
2. Dividend:
Your Directors had declared interim dividend of Rs. 0.60 per Equity Share on 1,74,98,433 equity shares of Rs.10 each at their Board Meeting held on 11th March 2016 for year ending 31st March 2016 . With a view to conserve the financial resources of the company, your Directors have not recommended any Final dividend for year ending 31st March 2016.
3. Transfer to Reserves:-
As per requirement of RBI regulations, the Company has transferred the Statutory Reserve of Rs. 96.94 Lacs in Financial Year ended March 31, 2016.
4. Management Discussions and Analysis Report:-
(i) Financial Performance:
Your Company has posted a net profit of Rs. 484.72 lakhs as against a net profit of Rs. 917.55 lakhs during the previous year. An extraordinary income during the last year contributed to an increased levels of profit during the last year.
(ii) Industry Structure and developments:
The on-going global depression has continued to affect the economies all around the world as a result of which India also has suffered economically in many sectors like Steel, Cement, Consumer Goods and other services. Notwithstanding the efforts of the Government to gear up the economy, the off take has been low resulting in lower turnover and profits during the year under report. The huge losses provided for by the public sector banks would be an indication of depleted economic activities in many sectors of our economy. The brighter side of the picture however is the increase in the foreign exchange reserves that has crossed 360 billion dollars and relative stability of the Indian currency.
The Stock Exchange markets witnessed lower volumes and high volatility with index falling considerably depriving trading opportunities and profitability.
The drought conditions that prevailed during the year under report also affected the agricultural income and the consequent output levels causing inflationary trends and as a result, the interest level in general was also not lowered by the Banks to the expected levels to give a boost to the industrial activities.
However, during the ensuing year the monsoon is expected to be better, economic activities are likely to pick up and the global economy also might perform better which provides hopes for better performance.
(iii) Business Review:
Despite a general economic depression, your Company did well to maintain the average levels of income and profitability. The company however looks forward for better performance during the current year for various reasons stated above.
(iv) Opportunities and Threats:
The GDP is expected to grow around 7.6% in the coming year. The Government has taken many steps to hasten economic reforms, especially in the telecommunication, defense, and agricultural sector besides launching an aggressive campaign on ''Make In India'' programme to encourage industrial activities on a larger scale. The foreign exchange reserves have already exceeded 360 Billion Dollars and if the Government is able to bring about changes in the GST Act and also tax reforms, it will boost more Foreign Direct Investments in many of the sectors. These steps would help to improve the economic activities manifolds resulting in a more vibrant capital market.
(v) Segment-wise - Product-wise reporting:
Your company is mainly engaged in the business of investment and broking activities and all other activities revolve around the same and as such there are no separate reportable segments.
(vi) Outlook:
With positive developments stated as above, your company anticipates the market conditions to improve and achieve a better growth in the coming years. Your company always looks for opportunities to exploit any advantages the market would offer to improve the shareholders'' wealth.
(vii) Risks, Concerns and its Management:
Your company''s activities which are essentially in the capital market segments. The Risk perception of our activity could be discerned as under:
Market Risk: Your Company''s major investments are mostly in Capital market Instruments like Shares, Mutual funds and Bonds and any volatility could erode the capital value of the investments. No doubt, your Company would keep a close vigil on movement of prices and take appropriate steps to minimize this risk.
Interest risk: The changes in interest rates by RBI and Banks could result in fluctuations in prices and consequently the income of various investments and borrowings by the company. Your company has put in measures to hedge this risk but this cannot be eliminated totally.
Operation Risk: The stock market operations are fraught with certain risks associated with market judgments by operational executives and their decision making process based on certain perceptions prevailing at any given time and these could change suddenly resulting in unexpected adverse positions. As the operations are human dependent, the error factor is always inbuilt in this activity. Some of the risks could be wrong data input, deviations from the rules of SEBI or Exchange due to oversight, lack of coordination amongst the dealing and back office, administrative delays in adhering to schedules etc. This is not exhaustive and your company strives to minimize this type of risk through adequate training and motivation periodically.
(viii) Internal Control Systems and their Adequacy:
Your company has in place adequate interest control measures. There is continuous monitoring of all the activities and necessary creative measures are taken periodically to manage any unforeseen risk factors.
(ix) Human Resources:
Your company has adequate trained professionals to manage the affairs of the company in the most prudent manner.
5. Subsidiaries:-
Shriyam Broking Intermediary Limited, a wholly owned subsidiary of the company has started its operations again and will be achieving full scale operations during the current year. In view of the earlier cooling period the activities of the broking company was at a low level and hence the results were not comparable to the previous years.
6. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:-
During the year under review no company has ceased to be its subsidiaries, joint ventures or associate companies.
7. Directors:-
In accordance with Articles 155 of the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. R. Sundaresan (holding Din No. 00029840), director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.
At a board meeting held on 04.02.2016 the board had appointed Mr. Yogendra Chaturvedi, (holding DIN: 00013613) as an Additional Executive Director and Mr. Devesh Vasavada (holding DIN: 00273128), as an Additional Independent Director and would vacate her office at the ensuing Annual General Meeting of the Company and is eligible for re-appointment at the ensuing Annual General Meeting of the Company
Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.
Your directors recommend their appointment / re-appointment.
Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report of Corporate Governance forming part of the Annual Report.
At the 30th Annual General Meeting of the company held on 11th September 2015, Mr. R. Sundaresan (holding Din: 00029840) was re-appointment as Whole-time Director of the Company for a period of three years with effect from 16th June 2015 and Ms Monika Agarwal, Company Secretary (Din: 07100711) who was appointed as an Additional Executive Director, was re-appointed as Executive Director.
Mr Devesh Chaturvedi, and Mr Gyandeo Chaturvedi have resigned from Board of Directors of the company with effect from February 05, 2016. Mr Bhupendra Shroff and Mr Naveen Chaturvedi also resigned from Board of Directors of the company with effect from May 26, 2016. The Directors place on record their appreciation of the valuable advice and guidance given by them while they were Directors of the Company.
All independent directors have given declaration that they meet the criteria of independence as laid under section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
8. Appointments/Resignations of the Key Managerial Personnel:-
Mr. Yogendra Chaturvedi was appointed as Executive Director and CEO of the Company with effect from 5th February 2016 in place of Mr. R. Sundaresan who has resigned as CEO of the Company.
9. Board Evaluation-
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 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.
10. 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.
11. Number of Meetings of the Board:-
Five Meetings of the Board of Directors were held during the year and the details of such meetings forms part of the Corporate Governance Report.
12. Audit Committee:-
The Audit Committee as on 31st March 2016 comprises of Independent Directors namely Mr. Devesh Vasavada (Chairman), Mr. Kantilal Shah, Mr Bhupendra Shroff and Mr. Yogendra Chaturvedi (Executive Director) as other members. Due to Resignation of Mr Bhupendra Shroff w-e-f 26th May 2016, Mr Charul Abuwala, independent director was appointed as Audit Committee member at the board meeting held on 27th May 2016. All the recommendations made by the Audit Committee were accepted by the Board.
13. Corporate Social Responsibility Committee:-
Corporate Social Responsibility Committee on 31st March 2016 comprises of Mr. Devesh Vasavada (Chairman), Mr R Sundaresan and Mr Naveen Chaturvedi as other members.
Due to Resignation of Mr Naveen Chaturvedi w-e-f 26th May 2016, Mr Yogendra Chaturvedi, Executive director was appointed as Corporate Social Responsibility Committee member at the board meeting held on 27th May 2016.
14. Extract of Annual Return:-
The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92 of the Companies Act 2013, is included in this Report as Annexure -I and forms as integral part of this Report.
15. Taxation:-
In opinion of Directors, the provision for Income Tax is made as per the provisions of the Income Tax Act, 1961.
16. Cash flow:-
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is appended with this report
17. Directors'' Responsibility Statement:-
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
18. Statutory Auditors and Auditors'' Report:-
The Company''s Auditors, M/s Rajen Damani & Associates, Chartered Accountants, hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.
The notes to the Financial Statement referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.
19. Secretarial Audit:-
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Dhirendra Maurya & Associates, Company Secretary in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is included in Annexure -II and forms an integral part of this Report.
There is no secretarial audit qualification for the year under review.
20. Internal Audit:-
The Company internal control system is commensurate with its size, scale and complexities of the operations. The internal audit is entrusted to M/s. Sandeep R. Maheshwari and Co., Chartered Accountants formerly known as R. Jaitlia & Co. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.
21. Significant and material orders passed by the regulators or courts:-
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
22. Corporate Governance:-
Report on Corporate Governance stipulated under Regulation 34(3) and Regulation 53(f) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchange form part of this annual report. A certificate from the auditors of the Company M/s Rajen Damani & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under aforesaid regulation is annexed to and forms part of this Report.
23. Consolidated Accounts:-
In accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India, Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.
24. Particulars of loans, guarantees or investments by the Company:-
Details of Loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
25. Related Party Transactions:-
There were no materially significant related party transactions, which could have had a potential conflict with the interests of the Company.
As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company and Weblink of the same is: http://www.shardulsecurities.com/related%20party%20transaction%20policy.pdf
26. Whistle blower policy and vigil mechanism:-
The Company has established a whistle blower policy and vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct policy. The mechanism provides for adequate safeguards against victimization of directors and employees. None of the personnel have been denied access to the Audit Committee of the Board. The details of Whistle Blower Policy are available on the website of the Company www.shardulsecurities.com
27. Corporate Social Responsibility Committee:-
In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules
2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure III.
28. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:-
The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.
29. Other Statutory information:-
a. Particulars of Employees:
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the 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 and the same will be furnished on request
b. Conservation of Energy, Technology Absorption and foreign Exchange earnings and outgo:
(i) Provisions pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.
(ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.
c. Deposits:
i) There are no deposits covered under Chapter V of the Act, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company does neither hold any Public Deposits nor is accepting any deposits.
ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.
30. CEO/CFO Certification:-
The Chief Executive Officer and Chief Financial Officer have issued a certificate pursuant to the provisions SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company''s affairs. The said certificate is annexed and forms part of the Annual Report.
31. Acknowledgment: -
Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.
For and on behalf of Board
Place : Mumbai R Sundaresan Monika Agarwal
Dated : 22nd May 2015 Executive Director Executive Director & Company Secretary
Regd. Office:
G-12, Tulsiani Chambers 212,
Nariman Point
Mumbai 400 021.
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Thirtieth Annual Report and
the Audited Accounts for the year ended March 31, 2015.
1. Financial Results: - (Rs. in lacs)
2014-2015 2013-2014
Profit/(Loss) before Depreciation 1149.68 476.33
less: Depreciation 48.16 44.05
Profit/(Loss) before Taxation 1101.52 432.28
less: Tax Expenses
Provision for tax 195.00 75.00
Current tax expense relating to - (3.32)
prior years
Deferred Tax Liability/(Asset) (11.03) (7.39)
Profit / (Loss) after Taxation 917.55 367.99
Surplus/(Deficit) brought forward 3382.47 3231.39
from previous years
4300.02 3599.38
Appropriations:
Statutory Reserve Fund as per 183.51 73.60
RBI Guidelines
Proposed Dividend (including 168.49 143.31
dividend tax) on Equity Shares
Adjustment relating to Fixed Assets 30.55 -
Balance carried to Balance Sheet 3917.47 3382.47
4300.02 3599.38
2. dividend:
Your Directors recommend a dividend of Rs. 0.80 per Equity Share on
1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 168.49 Lacs
(including dividend tax) for the financial year ended 31st March 2015
which if approved at the ensuing Annual General Meeting, will be paid
to (i) all those Equity Shareholders whose names appear in the Register
of Members as on 4th September 2015 and (ii) to those whose names as
beneficial owners are furnished by the National Securities Depositories
Ltd., and Central Depositories Service (India) Ltd.
3. Transfer to Reserves
As per requirement of RBI regulations, the Company has transferred
Statutory Reserve of Rs.183.51 Lacs during Financial Year ended March
31, 2015.
5. Subsidiary:
Shriyam Broking Intermediary Limited, a wholly owned subsidiary of the
company posted improved results as compared to the previous year. If
favorable market condition persists this year also then we are hopeful
for even better performance in our subsidiary company.
6. Names of Companies which have become or ceased to be its
subsidiaries, joint ventures or associate companies during the year
During the year under review Antique Finance Private Limited has ceased
to be an Associate Company on partial disinvestment of the holding from
30.03.2015
7. Directors: -
In accordance with Articles 155 of the Articles of Association of the
Company and the provisions of the Companies Act, 2013, Mr. Naveen
Chaturvedi (holding Din No. 00004745), director is liable to retire by
rotation at the ensuing AGM and is eligible for reappointment.
The present term of office of Mr. R. Sundaresan (holding Din No.
00029840), Whole-time Director expires on 15th June 2015. Your
Directors approved his re-appointment as Whole-time Director of the
Company for a period of three years with effect from 16th June
2015, subject to the approval of shareholders of the Company at the
Annual General Meeting
At a board meeting held on 11.02.2015 the board had appointed Ms.
Monika Agarwal, Company Secretary (holding Din No. 07100711) as an
Additional Executive Women Director, who is liable to retire by
rotation and would vacate her office at the ensuing Annual General
Meeting of the Company and is eligible for re-appointment at the
ensuing Annual General Meeting of the Company
Necessary resolutions for the appointment /re-appointment of the
aforesaid directors have been included in the notice convening the
ensuing AGM and details of the proposal for appointment /
re-appointment are mentioned in the explanatory statement of the
notice.
Your directors recommend their appointment / re-appointment.
Brief resume of the Directors proposed to be appointed/ reappointed,
nature of their experience in specific functions and area and number of
companies in which they hold membership/chairmanship of Board
Committees as stipulated under clause 49 of the Listing Agreement of
Stock Exchange are provided in the Report of Corporate Governance
forming part of the Annual Report
At the 29th Annual General Meeting of the company held on 5th
September, 2014 the company had the existing independent directors Mr.
Kantilal Shah (holding DIN 00221939), Mr. Gyandeo Chaturvedi (holding
DIN 00004831), Mr. Bhupendra Shroff_(holding DIN 00004596) and Mr.
Charul Abuwala (holding DIN 00071142) appointed as a independent
directors under the companies Act, 2013 for 5 consecutive years for a
term upto the conclusion of the 34th Annual General Meeting.
All independent directors have given declaration that they meet the
criteria of independence as laid under section 149(6) of the Companies
Act, 2013 and clause 49 of listing agreement.
8. Appointments/Resignations of the Key Managerial Personnel
Mr. R. Sundaresan, Whole Time Director & CEO; Mr. Saurabh Chaturvedi,
Chief Financial Officer and Ms. Monika Agarwal as Company Secretary of
the Company are the Key Managerial Personnel as per the provisions of
the Companies Act, 2013 and were already in office before the
commencement of the Companies Act, 2013.
None of the Key Managerial Personnel has resigned or appointed during
the year under review except Ms. Monika Agarwal, Company Secretary who
was also appointed as additional Executive Director.
9. 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, Nomination & Remuneration Committees. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
10. 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.
11. Number of Meetings of the Board
Four Meetings of the Board of Directors were held during the year. The
details of such meetings forms part of the Corporate Governance Report.
12. Audit Committee
The Audit Committee comprises of Independent Directors namely Mr
Gyandeo Chaturvedi (Chairman), Mr. Kantilal Shah, Mr Bhupendra Shroff
and Mr R Sundaresan (Executive Director) as other members. All the
recommendation made by the Audit Committee were accepted by the Board.
13. Corporate Social Responsibility Committee
Corporate Social Responsibility Committee comprises of Mr. Gyandeo
Chaturvedi (Chairman), Mr R Sundaresan and Mr Naveen Chaturvedi as
other members.
14. Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 as required under section 92 of the Companies Act 2013, is
included in this Report as Annexure -I and forms as integral part of
this Report
15. Taxation: -
In opinion of Directors, the provision for Income Tax is made as per
the provisions of Income Tax Act, 1961.
16. Cashflow :-
As required by Clause 37 of the Listing Agreement, a Cash Flow
Statement is appended with this report.
17. Directors' Responsibility Statement: -
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a) that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable accounting standards been
followed along with proper explanation relating to material departures,
if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at
March 31, 2015 and of the profit of the Company for the year ended on
that date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
18. Statutory Auditors and Auditors' Report: -
The Company's Auditors, M/s Rajen Damani & Associates, Chartered
Accountants, hold office upto the conclusion of the ensuing Annual
General Meeting and eligible for re-appointment. They have confirmed
their eligibility to the effect that their re-appointment, if made
would be within the prescribed limits under the Act and that they are
not disqualified for re-appointment.
The notes to the Financial Statement referred to in the Auditors'
Report are self-explanatory and, therefore, do not call for any further
comments.
19. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Company has appointed M/s Dhirendra
Maurya & Associates, Company Secretary in Practice to undertake
Secretarial Audit of the Company. The Secretarial Audit Report is
included in Annexure -II and forms an integral part of this Report.
There is no secretarial audit qualification for the year under review.
20. Internal Audit
The Company internal control system is commensurate with its size,
scale and complexities of the operations. The internal audit is
entrusted to M/s R. Jaitlia & Co Chartered Accountants. The Audit
Committee of the Board of Directors and Statutory Auditors are
periodically apprised of the internal audit findings and corrective
actions taken.
21. Significant and material orders passed by the regulators or courts
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
22. Corporate Governance: -
Report on Corporate Governance stipulated under Clause 49 of the
Listing Agreement with Stock Exchange form part of this annual report.
A certificate from the auditors of the Company M/s Rajen Damani &
Associates, Chartered Accountants confirming compliance of conditions
of Corporate Governance as stipulated under aforesaid clause 49 is
annexed to and forms part of this Report.
23. Consolidated Accounts: -
In accordance with the requirements of Listing Agreement and the
Accounting Standard -21 prescribed by the Institute of Chartered
Accountants of India, Company had made additional disclosure in respect
of Consolidated Financial Statements and Accounting Standard-18 for
Related Party transactions.
24. Particulars of loans, guarantees or investments by the Company -
Details of Loans, guarantees or investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to Financial Statements.
25. Related Party Transactions:
There were no materially significant related party transactions, which
could have had a potential conflict with the interests of the Company.
Transactions with parties entered by the Company in the normal course
of business are periodically placed before the Audit Committee for its
omnibus approval and the particulars of contracts entered during the
year as per Form AOC-2 is enclosed as Annexure-III.
As required under Clause 49, the Company has formulated policy on
dealing with Related Party Transactions. The Policy is available on the
website of the Company and Weblink of same is:
http://www.shardulsecurities.com/related%20partY%20transaction%
20policv.pdf
26. Whistle blower policy and vigil mechanism:
The Company has established a whistle blower policy and vigil mechanism
for directors and employees to report concerns about unethical behavior,
actual or suspected fraud or violation of the company's code of conduct
policy The mechanism provides for adequate safeguards against
victimization of directors and employees. None of the personnel have
been denied access to the Audit Committee of the Board. The details of
Whistle Blower Policy are available on the website of the Company
www.shardulsecurities.com
27. Corporate Social Responsibility Committee
In compliance with Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules 2014, the
Company has established Corporate Social Responsibility (CSR) Committee
and statutory disclosures with respect to the CSR Committee and an
Annual Report on CSR Activities forms part of this Report as Annexure
IV.
28. Disclosure under the Sexual Harassment of Women at Workplace(
Prevention, Prohibition and Redressal ) Act, 2013
The Company has in place a requisite policy in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, temporary, trainees) are covered under the policy. There
was no compliant received from any employee during the financial year
2014-15 and hence no complaint is outstanding as on 31.03.2015 for
redressal.
29. Other Statutory information: -
a. Particulars of Employees: -
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the 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 and
the same will be furnished on request
b. Conservation of Energy, Technology Absorption and foreign Exchange
earnings and outgo
(i) Provisions pertaining to conservation of Energy and Technology
Absorption are not applicable or not relevant to the working of
Company. The Directors keep themselves acquainted with ongoing seminars
and research papers.
(ii) The Company has neither earned nor spent any amount by way of
Foreign Exchange.
c. Deposits: -
i) There are no deposits covered under Chapter V of the Act, which has
remained unclaimed or claimed but not paid for which information is
required to be given in this report. The Company does neither hold any
Public Deposits nor is accepting any deposits.
ii) The Company has complied with various requirements in terms of the
capital adequacy under the guidelines issued by the Reserve Bank of
India for the Non-Banking Financial Companies.
30. CEO/CFO Certification:-
The Chief Executive Officer and Chief Financial Officer have issued a
certificate pursuant to the provisions of Clause 49 of the Listing
Agreement certifying that the financial statements do not contain any
untrue statement and these statements represent a true and fair view of
the Company's affairs. The said certificate is annexed and forms part
of the Annual Report.
31. Acknowledgment: -
Your Directors appreciate the co-operation and support extended by the
Shareholders, Employees, Financial Institutions and Banks.
For and on behalf of Board
Place : Mumbai R Sundaresan Monika agarwal
dated : 22nd May 2015 Executive Director Executive Director
& Company Secretary
Regd. Office:
G-12, Tulsiani Chambers
212, Nariman Point
Mumbai 400 021.
Mar 31, 2014
The Members of
Shardul Securities Ltd.
The Directors are pleased to present the Twenty Ninth Annual Report
and the Audited Accounts for the year ended March 31, 2014.
1. Financial Results: - (Rs. in lacs)
2013-2014 2012-2013
Profit/(Loss) before Depreciation 388.23 344.01
Less: Depreciation 44.05 44.97
Profit/(Loss) before Taxation 432.28 299.04
Less: Tax Expenses
Provision for tax 75.00 45.00
Current tax expense relating
to prior years (3.32) -
Deferred Tax Liability/(Asset) (7.39) (11.71)
Profit/(Loss) after Taxation 367.99 265.75
Surplus/(Deficit) brought
forward from previous years 3231.39 3140.81
3599.38 3406.56
Appropriations:
Statutory Reserve Fund as
per RBI Guidelines 73.60 53.15
Proposed Dividend (including
dividend tax) on Equity Shares 143.31 122.02
Balance carried to Balance Sheet 3382.47 3231.39
3599.38 3406.56
2. Dividend:
Your Directors recommend a dividend of Rupees 0.70 per Equity Share on
1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 143.31 Lacs
(including dividend tax) for the financial year ended 31st March 2014
which if approved at the ensuing Annual General Meeting, will be paid
to (i) all those Equity Shareholders whose names appear in the Register
of Members as on 29th August 2014 and (ii) to those whose names as
beneficial owners are furnished by the National Securities Depositories
Ltd., and Central Depositories Service (India) Ltd.
3. Management Discussions and Analysis Report:
(i) Financial Performance:
Your Company has posted a net profit of Rs.367.99 lakhs after tax as
against net profit of Rs.265.75 lakhs posted during the previous year.
The increase in the profit level is due to favourable market condition
prevailed during the year.
(ii) Trend in Global and Indian Economy & Financial Markets:
The economy continued to witness a tardy growth for most part of the
year under report and the GDP was pegged below 5% despite certain
emergent measures initiated by the Govt. The negative outlook due to
deficiency in decision making process left the overall economy high and
dry and the inflation was hovering anywhere between 8 and 9 percent.
During the last quarter of the year however a sudden spurt in economic
activities was seen in anticipation of a change in the incumbency of
the Govt post General Elections. The continued pressure on Current
account deficit had forced the Govt and RBI to keep the interest rates
high, curb imports of yellow metal and take a cautious stance on Govt
Expenditure affecting investments and Capital expenditure. The major
segments to suffer were the Industry, Agriculture and exports.
As a consequence of the negative sentiments, the capital markets too
showed a sluggish trend though this was reversed partially during the
last quarter of the year. The market showed a sudden upsurge and the
valuations started moving up fairly briskly bringing cheers all around.
Post Elections, the markets witnessed a huge upswing and the general
upbeat mood appears to augur well during the ensuing year, (iii)
Business Review:
Notwithstanding the slowdown in growth parameters, your company could
improve its performance due to the positive changes in the last quarter
of the year. As a result, the profitability improved and your company
could show better results than anticipated at the end of the year. Your
associate company, Antique Finance Pvt. Ltd. also managed better
results during the year under report, (iv) Opportunities and Threats:
With the change in the Government at the centre there is abundant
optimism with regard to the GDP growth which is projected at more than
6% for the ensuing year and the corporate results are also expected to
be far better than the previous years. There is also an euphoria in the
capital market segment in anticipation of more liberal economic
reforms, higher foreign investments and overall thrust for the growth
of industry, agriculture, infrastructure and power. The coming years
therefore appear to be very positive that could speed up the overall
economic growth of the country.
(v) Segment-wise  Product-wise reporting:
Your company is mainly engaged in the business of investment activities
and all other activities are revolving around the main activity and as
such there are no separate reportable segments. (vi) Outlook:
With positive developments visible after the new government has taken
over, your company anticipates the overall market conditions to improve
providing adequate opportunities to achieve higher levels of growth in
the coming years. Your company will take advantage of the potential
conditions to improve the shareholders wealth in the best possible
manner. (vii) risks and Concerns:
Your company''s activities which are essentially in the capital market
segments is fraught with inherent risk and any adverse trend in the
global economy could result in signifcant changes in the fortunes of
your company. Your company will however exercise due caution and care
to ensure that all these concerns are addressed while taking investment
decisions from time to time. (viii) Internal Control Systems and their
adequacy:
Your company has in place adequate interest control measures. The
requisite Management Information System is already in place to take
corrective measures when required.
(ix) human resources:
Your company has adequate trained professionals to manage the affairs
of the company in the most prudent manner.
4. Subsidiary:
Ministry of Corporate Affairs, Government of India, vide Circular
No:5/12/2007-CL-III dated 8th February 2011 has granted exemption that
the requirement to attach various documents in respect of subsidiary
company, as set out in sub-section (1) of the Section 212 of the
Companies Act, 1956, shall not apply to the Company provided certain
conditions as mentioned in the circular is fulflled. Accordingly, the
Balance Sheet, Statement of profit and Loss and other documents of the
subsidiary company are not being attached with the Balance Sheet of the
Company. Financial information of the subsidiary company, as required
by the said circular is disclosed in the Annual Report. The Company
will make available the Annual Accounts of the subsidiary ccompany and
the related detailed information to any member of the Company who may
be interested in obtaining the same on any working day except Saturday
and Sunday between 11 a.m. to 2 p.m. The annual accounts of subsidiary
company will also be kept open for inspection by any investor at the
registered offce of the Company and that of the respective subsidiary
company. The Consolidated Financial Statements presented by the Company
include fnancial results of its subsidiary company and associate
company.
Shriyam Broking Intermediary Limited, a subsidiary of the company
posted improved results as compared to the previous year. However, as
the operations in the subsidiary company are limited in view of our
broking business being concentrated in Antique Broking, we do not
anticipate in higher volume of growth in this segment.
5. directors: -
In accordance with Articles 155 of the Articles of Association of the
Company and the provisions of the Companies Act, 1956, Mr. Naveen
Chaturvedi, director is liable to retire by rotation at the ensuing AGM
and is eligible for reappointment.
Mr. K. M. Shah, Mr. Gyandeo Chaturvedi, Mr. B. K. Shroff and Mr. Charul
Abuwala, directors of the Company, are being appointed as independent
directors for five years for a term up to the conclusion of the 34th
Annual General Meeting of the Company in the calendar year 2019 as per
provisions of Section 149 and other applicable provisions of the
Companies Act 2013. Necessary resolutions for the appointment
/re-appointment of the aforesaid directors have been included in the
notice convening the ensuing AGM and details of the proposal for
appointment / re-appointment are mentioned in the explanatory statement
of the notice.
Your directors recommend their appointment / re-appointment.
Brief resume of the Directors proposed to be appointed/ reappointed,
nature of their experience in specifc functions and area and number of
companies in which they hold membership/chairmanship of Board
Committees as stipulated under clause 49 of the Listing Agreement of
Stock Exchange are provided in the Report of Corporate Governance
forming part of the Annual Report.
6. Taxation: -
In opinion of Directors, the provision for Income Tax is made as per
the provisions of Income Tax Act, 1961.
7. Cashfow :- As required by Clause 37 of the Listing Agreement, a
Cash Flow Statement is appended with this report.
8. directors'' responsibility Statement: -
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement,
it is hereby confrmed: -
(i) That in the preparation of the accounts for the fnancial year ended
31st March 2014, the applicable accounting standards have
been followed along with proper explanations relating to material
departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 fnancial year and of the
profit of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2014 on a ''going concern'' basis.
9. Auditors and Auditors'' Report:
The Company''s Auditors, M/s Rajen Damani & Associates., Chartered
Accountants, hold office upto the conclusion of the ensuing Annual
General Meeting. The Company has received the letter from them pursuant
to section 224(1-B) ofthe Companies Act, 1956, confirming their
eligibility for re-appointment as Auditors ofthe Company.
The notes to the Financial Statement referred to in the Auditors''
Report are self-explanatory and, therefore, do not call for any further
comments.
10. Corporate Governance: -
Report on Corporate Governance stipulated under Clause 49 ofthe Listing
Agreement with Stock Exchange form part of this annual report. A
certificate from the auditors ofthe Company M/s Rajen Damani &
Associates, Chartered Accountants confirming compliance of conditions
of Corporate Governance as stipulated under aforesaid clause 49 is
annexed to and forms part of this Report.
11. Consolidated Accounts:-
In accordance with the requirements of Listing Agreement and the
Accounting Standard -21 prescribed by the Institute of Chartered
Accountants of India, Company had made additional disclosure in respect
of Consolidated Financial Statements and Accounting Standard-18 for
Related Party transactions.
12. Transfer of Unpaid and Unclaimed amounts to IEPF
Pursuant to the provisions of Section 205A(5) ofthe Companies Act, 1956
the declared dividends and interest on debentures which remained unpaid
or unclaimed for a period of 7 years have been transferred by the
Company to Investor Education and Protection Fund (IEPF) established by
the Central Government pursuant to Section 205C ofthe said Act.
13. Statutory information: -
a. Personnel: -
Details of remuneration paid to employees as required by Section
217(2A) ofthe Companies Act, 1956, is not applicable to the Company as
none ofthe employees is paid remuneration as stipulated in that
Section.
b. Particulars required to be furnished by the Companies (Disclosure
of particulars to the Report of Board of Directors) Rules, 1988.
(i) PartA& B pertaining to conservation of Energy and Technology
Absorption are not applicable or not relevant to the working of
Company. The Directors keep themselves acquainted with ongoing seminars
and research papers.
(ii) The Company has neither earned nor spent any amount by way of
Foreign Exchange.
c. Deposits: -
i) There are no deposits, which has remained unclaimed or claimed but
not paid for which information is required to be given in this report.
The Company does neither hold any Public Deposits nor is accepting any
deposits.
ii) The Company has complied with various requirements in terms ofthe
capital adequacy under the guidelines issued by the Reserve Bank of
India for the Non-Banking Financial Companies.
14. Acknowledgment: -
Your Directors appreciate the co-operation and support extended by the
Shareholders, Employees, Financial Institutions and Banks.
By Order of the Board of Directors
Place: Mumbai R Sundaresan Naveen Chaturvedi
Date: 29th May 2014 Executive Director Director
Regd. Office:
G-12, Tulsiani Chambers
212, Nariman Point
Mumbai 400 021.
Mar 31, 2013
To, The Members of Shardul Securities Ltd.
The Directors are pleased to present the Twenty Eight Annual Report
and the Audited Accounts for the year ended March 31, 2013.
(Rs. in lacs)
1. Financial Results :-
2012-2013 2011-2012
Profit/(Loss) before Depreciation 344.01 466.05
Less: Depreciation 4 4.97 46.16
_________ ________
Profit / (Loss) before Taxation 299.04 419.89
Less: Tax Expenses
Provision for tax 45.00 80.00
Deferred Ta x Liability/(Asset) (11.71) 0.65
________ _______
Profit / (Loss) after Taxation 265.75 339.24
Surplus/(Deficit) brought forward from
previous years 3140.81 2991.44
________ _______
3406.56 3330.68
________ _______
Appropriations:
Statutory Reserve Fund as per 53.15 67.85
RBI Guidelines
Proposed Dividend (including
dividend tax) on Equity Shares 122.02 122.02
Balance carried to Balance Sheet 3231.40 3140.81
________ _______
3406.57 3330.68
________ _______
2. Dividend:
Your Directors recommend a dividend of Rupees 0.60 per Equity Shares on
1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 122.02 Lacs
(including dividend tax) for the financial year ended 31st March 2013
which if approved at the ensuing Annual General Meeting, will be paid
to (i) all those Equity Shareholders whose names appear in the Register
of Members as on 12th September 2013 and (ii) to those whose names as
beneficial owners are furnished by the National Securities Depositories
Ltd., and Central Depositories Service (India) Ltd.
3. Subsidiaries:
Ministry of Corporate Affairs, Government of India, vide Circular No:
5/12/2007-CL-III dated 8th February 2011 has granted exemption that the
requirement to attach various documents in respect of subsidiary
companies, as set out in sub-section (1) of the Section 212 of the
Companies Act 1956, shall not apply to the Company provided certain
conditions as mentioned in the circular is fulfilled. Accordingly, the
Balance Sheet, Statement of Profit and Loss and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. Financial information of the subsidiary companies, as
required by the said circular is disclosed in the Annual Report. The
Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company who may be interested in obtaining the same on any working day
except Saturday and Sunday between 11 a.m to 2 p.m. The annual accounts
of subsidiary companies will also be kept open for inspection by any
investor at the registered office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include financial results of its subsidiary
companies and associate companies.
Shriyam Broking Intermediary Limited, a subsidiary of the company
posted marginally improved results as compared to the previous year.
This is despite high volatility in the capital market that led to low
brokerage volumes. However, in the later part of the year with the
increased activities in the institutional and retail segment, your
subsidiary was able to turn the corner and posted a net profit of
Rs.8.18 lakhs as against the loss of Rs.20.15 lakhs during the previous
year
During the year under review your company sold its entire investment of
5,00,000 fully paid of equity shares of Rs 10/- each held at par in its
wholly owned subsidiary named Shardul Energy Limited and consequently
the mentioned subsidiary has ceased to be wholly owned subsidiary of
the Company with effect from 23rd November 2012.
5. Directors :-
In terms of Article 155 of the Articles of Association of the Company,
Mr. Bhupendra Shroff and Mr. Naveen Chaturvedi, Directors retire by
rotation and being eligible offer themselves for re-appointment at the
Annual General Meeting.
Brief resume of the Directors proposed to be appointed/ reappointed,
nature of their experience in specific functions and area and number of
companies in which they hold membership/chairmanship of Board
Committees as stipulated under clause 49 of the Listing Agreement of
Stock Exchange are provided in the Report of Corporate Governance
forming part of the Annual Report.
6. Taxation :-
In opinion of Directors, the provision for Income Tax is made as per
the provisions of Income Tax Act, 1961.
7. Cashflow :-
As required by Clause 37 of the Listing Agreement, a Cash Flow
Statement is appended with this report.
8. Directors'' Responsibility Statement :-
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed :-
(i) That in the preparation of the accounts for the financial year
ended 31st March 2013, the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2013 on a ''going concern'' basis.
9 Auditors and Auditors'' Report :- The Company''s Auditors, M/s Rajen
Damani & Associates., Chartered Accountants, hold office upto the
conclusion of the ensuing Annual General Meeting. The Company has
received the letter from them pursuant to section 224(1-B) of the
Companies Act, 1956, confirming their eligibility for re- appointment
as Auditors of the Company.
The notes to the Financial Statement referred to in the Auditors''
Report are self-explanatory and, therefore, do not call for any further
comments.
10. Corporate Governance :- Report on Corporate Governance stipulated
under Clause 49 of the Listing Agreement with Stock Exchange form part
of this annual report. A certificate from the auditors of the Company
M/s Rajen Damani & Associates, Chartered Accountants confirming
compliance of conditions of Corporate Governance as stipulated under
aforesaid clause 49 is annexed to and forms part of this Report.
11. Consolidated Accounts :-
In accordance with the requirements of Listing Agreement and the
Accounting Standard -21 prescribed by the Institute of Chartered
Accountants of India, Company had made additional disclosure in respect
of Consolidated Financial Statements and Accounting Standard-18 for
Related Party transactions.
12. Transfer of Unpaid and Unclaimed amounts to IEPF
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956 the declared dividends and interest on debentures which remained
unpaid or unclaimed for a period of 7 years have been transferred by
the Company to Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant to Section 205C of the
said Act.
13. Statutory information :- a. Personnel :- Details of remuneration
paid to employees as required by Section 217(2A) of the Companies Act,
1956, is not applicable to the Company as none of the employees is paid
remuneration as stipulated in that Section.
b. Particulars required to be furnished by the Companies (Disclosure
of particulars to the Report of Board of Directors) Rules, 1988.
(i) Part A & B pertaining to conservation of Energy and Technology
Absorption are not applicable or not relevant to the working of
Company. The Directors keep themselves acquainted with ongoing seminars
and research papers.
(ii) The Company has neither earned nor spent any amount by way of
Foreign Exchange.
c. Deposits :- i) There are no deposits, which has remained unclaimed
or claimed but not paid for which information is required to be given
in this report. The Company does neither hold any Public Deposits nor
is accepting any deposits.
ii) The Company has complied with various requirements in terms of the
capital adequacy under the guidelines issued by the Reserve Bank of
India for the Non- Banking Financial Companies.
14. Acknowledgment: -
Your Directors appreciate the co-operation and support extended by the
Shareholders, Employees, Financial Institutions and Banks.
For and on behalf of Board
Place: Mumbai R. Sundaresan Naveen Chaturvedi
Dated: 28th May 2013 Executive Director Director
Regd. Office: G-12, Tulsiani Chambers
212, Nariman Point,
Mumbai 400 021.
Mar 31, 2012
To,The Members of Shardul Securities Ltd.
The Directors are pleased to present the Twenty Seventh Annual Report
and the Audited Accounts for the year ended March 31, 2012.
1. Financial Results: -
(Rs. in lacs)
2011-2012 2010-2011
Profit/(Loss) before Depreciation 466.05 574.32
Less: Depreciation 46.16 44.05
Profit/(Loss) before Taxation 419.89 530.27
Less: Provision for taxation
Current 80.00 105.00
Deferred 0.65 (7.81)
Taxation adjustment of previous years (Net) _ 4.86
Profit / (Loss) after Taxation 339.24 428.22
Add: Prior Year Adjustments _ _
Profit/ (Loss) after Prior Period Adjustments 339.24 428.22
Surplus / (Deficit) brought forward
from previous years 2991.44 2904.72
3330.68 3332.94
Appropriations:
Statutory Reserve Fund as per RBI Guideline 67.85 85.64
Proposed Dividend (including dividend
tax) on Equity Shares 122.02 244.86
Transferred to General Reserve _ 11.00
Balance carried to Balance Sheet 3140.81 2991.44
3330.68 3332.94
2. Dividend:
Your Directors recommend a dividend of Rupees 0.60 per Equity Shares on
1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 122.02 Lacs
(including dividend tax) for the financial year ended 31st March 2012
which if approved at the ensuing Annual General Meeting, will be paid
to (i) all those Equity Shareholders whose names appear in the Register
of Members as on 21st September 2012 and (ii) to those whose names as
beneficial owners are furnished by the National Securities Depositories
Ltd., and Central Depositories Service (India) Ltd.
4 Subsidiaries:
Ministry of Corporate Affairs, Government of India, vide Circular No:
5/12/2007-CL-III dated 8th February 2011 has granted exemption that the
requirement to attach various documents in respect of subsidiary
companies, as set out in sub-section (1) of the Section 212 of the
Companies Act 1956, shall not apply to the Company provided certain
conditions as mentioned in the circular is fulfilled. Accordingly, the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. Financial information of the subsidiary companies, as
required by the said circular is disclosed in the Annual Report. The
Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company who may be interested in obtaining the same on any working day
except Saturday and Sunday between 11 a.m to 2 p.m. The annual accounts
of subsidiary companies will also be kept open for inspection by any
investor at the registered office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include financial results of its subsidiary
companies and associate companies.
Shriyam Broking Intermediary Limited, a subsidiary of the company
posted a much lower operational results as compared to the previous
year due to extreme volatility in the capital market segments. The
opportunities for achieving the desired results were limited by
external factors and hence, there was considerable slowdown
contributing to current year's loss of Rs 20.15 Lacs as compared to the
previous year's profit of Rs 41.09 Lacs. The other subsidiary, Shardul
Energy Limited has yet to make the desired progress due to adverse
situation prevailing in the economy and steps would be taken to explore
opportunities in power sector and any progress in future will be
informed to the shareholders in due course.
5 Directors: -
Your directors regret to report the sad demise of Dr V.C Shah, Director
ofthe company on 13.12.2011. He had been associated with the Company
since 06.04.1993. The Board of Directors record their appreciation of
the invaluable services and helpful guidance and support given by late
Dr. V.C Shah during his tenure with your Company as a member of the
Board.
In terms of Article 155 of the Articles of Association of the Company,
Mr. K.M Shah and Mr.Charul Abuwala, Directors retire by rotation and
being eligible offer themselves for re- appointment at the Annual
General Meeting.
The present term of office of Mr. R. Sundaresan, Whole-time Director
expires on 15th June 2012. Your Directors approved his re-appointment
as Whole-time Director of the Company for a period of three years with
effect from 16th June 2012, subject to the approval of shareholders of
the Company at the Annual General Meeting
Brief resume of the Directors proposed to be appointed/ reappointed,
nature of their experience in specific functions and area and number of
companies in which they hold membership/chairmanship of Board
Committees as stipulated under clause 49 of the Listing Agreement of
Stock Exchange are provided in the Report of Corporate Governance
forming part of the Annual Report.
6 Taxation: -
In opinion of Directors, the provision for Income Tax is made as per
the provisions of Income Tax Act, 1961.
7 Cashflow :-
As required by Clause 37 of the Listing Agreement, a Cash Flow
Statement is appended with this report.
8 Directors' Responsibility Statement: -
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed: -
(i) That in the preparation of the accounts for the financial year
ended 31st March 2012, the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2012 on a 'going concern' basis.
9 Auditors and Auditors' Report: -
The Company's Auditors, M/s Rajen Damani & Associates., Chartered
Accountants, hold office upto the conclusion of the ensuing Annual
General Meeting. The Company has received the letter from them pursuant
to section 224(1-B) of the Companies Act, 1956, confirming their
eligibility for re-appointment as Auditors of the Company.
The notes to the Financial Statement referred to in the Auditors'
Report are self-explanatory and, therefore, do not call for any further
comments.
10.Corporate Governance: -
Report on Corporate Governance stipulated under Clause 49 of the
Listing Agreement with Stock Exchange form part of this annual report.
A certificate from the auditors of the Company M/s Rajen Damani &
Associates, Chartered Accountants confirming compliance of conditions
of Corporate Governance as stipulated under aforesaid clause 49 is
annexed to and forms part of this Report.
11.Consolidated Accounts: -
In accordance with the requirements of Listing Agreement and the
Accounting Standard -21 prescribed by the Institute of Chartered
Accountants of India, Company had made additional disclosure in respect
of Consolidated Financial Statements and Accounting Standard-18 for
Related Party transactions.
12. Transfer of Unpaid and Unclaimed amounts to IEPF
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956 the declared dividends and interest on debentures which remained
unpaid or unclaimed for a period of 7 years have been transferred by
the Company to Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant to Section 205C ofthe
said Act.
13.Statutory information: -
a. Personnel: -
Details of remuneration paid to employees as required by Section
217(2A) of the Companies Act, 1956, is not applicable to the Company as
none of the employees is paid remuneration as stipulated in that
Section.
b. Particulars required to be furnished by the Companies (Disclosure
of particulars to the Report of Board of Directors) Rules, 1988.
(i) Part A & B pertaining to conservation of Energy and Technology
Absorption are not applicable or not relevant to the working of
Company. The Directors keep themselves acquainted with ongoing seminars
and research papers.
(ii) The Company has neither earned nor spent any amount by way of
Foreign Exchange.
c. Deposits: -
i) There are no deposits, which has remained unclaimed or claimed but
not paid for which information is required to be given in this report.
The Company does neither hold any Public Deposits nor is accepting any
deposits.
ii) The Company has complied with various requirements in terms of the
capital adequacy under the guidelines issued by the Reserve Bank of
India for the Non-Banking Financial Companies.
14.Acknowledgment: -
Your Directors appreciate the co-operation and support extended by the
Shareholders, Employees, Financial Institutions and Banks.
For and on behalf of Board
R Sundaresan Naveen Chaturvedi
Executive Director Director
Place : Mumbai
Dated : 21st May 2012
Regd. Office:
G-12, Tulsiani Chambers, 212, Nariman Point, Mumbai 400 021.
Mar 31, 2011
The Members of
Shardul Securities Ltd.
The Directors are pleased to present the Twenty Sixth Annual Report
and the Audited Accounts for the year ended March 31, 2011.
1. Financial Results :-
(Rs. in lacs)
2010-2011 2009-2010
Profit / (Loss) before Depreciation 574.32 899.85
Less : Depreciation 44.05 43.89
Profit/(Loss) before Taxation 530.27 855.96
Less : Provision for taxation
Current 105.00 135.00
Deferred (7.81) (3.17)
Taxation adjustment 4.86 (63.81)
of previous years (Net)
Profit / (Loss) after Taxation 428.22 787.94
Add : Prior Year Adjustments - -
Profit/ (Loss) after Prior 428.22 787.94
Period Adjustments
Surplus / (Deficit) brought 2904.72 2539.74
forward from previous years
3332.94 3327.68
Appropriations:
Statutory Reserve Fund as per 85.64 157.59
RBI Guidelines
Proposed Dividend (including 244.86 245.67
dividend tax) on Equity Shares
Transferred to General Reserve 11.00 19.70
Balance carried to Balance Sheet 2991.44 2904.72
3332.94 3327.68
2. Dividend:
Your Directors recommend a dividend of Rupees 1.20 per Equity Shares on
1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 244.86 Lacs
(including dividend tax) for the financial year ended 31st March 2011
which if approved at the ensuing Annual General Meeting, will be paid
to (i) all those Equity Shareholders whose names appear in the Register
of Members as on 5th September 2011 and (ii) to those whose names as
beneficial owners are furnished by the National Securities Depositories
Ltd., and Central Depositories Service (India) Ltd.
3. Management Discussions and analysis Report Ã
(i) Financial Performance:
Your Company has posted a net profit after tax of Rs.428.22 lakhs
during the current year as compared to the net profit after tax of
Rs.787.94 lakhs during the previous year. The drop in profit level was
mainly due to volatility in the markets especially during the last 2
quarters coupled with the global uncertainties leading to the downward
trend in the valuation of stocks.
(ii) Trend in Indian Economy & Financial Markets:
The uncertainties in the global market continued to haunt the financial
markets all over the world. Though the Indian economy recovered during
the last year, it could not sustain the same momentum during the
current financial year due to variety of factors. The increasing
inflation consequent to the sudden jump in the price of crude oil and
industrial and agricultural inputs and the deficit governance at the
Macro level in the Government levels created uncertainties especially
for the foreign investors who turned cautious leading to a slowdown in
fresh investments. The GDP though posted an increase in excess of 8.5%
(thanks to the stimulus package) during the previous year as against
the projected growth of 8% gradually came down marking slow down in the
economy. Agricultural and industrial sector though maintained the
previous year's levels could not keep up the momentum for a sustained
growth level during the current year.
The capital market witnessed an increase in the trading volumes in the
beginning of the year and gradually started sliding in terms of volumes
and foreign investments resulting in lower valuations and slump in the
market index. The termination of the stimulus package by the Government
of India, increase in the inflation which went up by 17% leading to
hike in lending rates and the inability to bring down the food
inflation cumulatively contributed to uncertainties in the capital
market and as a result the market witnessed a lower turnover and
reduced growth during the last two quarters of the financial year.
(iii) Business Review :
As a result of the uncertainties that prevailed during the year under
report, your company also could not sustain the growth momentum
achieved during the previous year. Notwithstanding the same, your
company yet managed to post a positive result as reflected in the
financial statement for the year under report. Your associate company,
Antique Finance Private Limited also managed to achieve commendable
results and thus continued to maintain the positive trend in their
working results.
(iv) Opportunities and Threats:
The Government of India has taken measures to reduce the food inflation
on a sustained basis which appears to be yielding some results during
the ensuing year although the volatility in the oil price has been a
major cause of worry globally. The economic slump faced by some of the
European countries coupled with political uncertainties in the
neighborhood countries have created an air of uncertainty in the
foreign investors who have turned cautious in their investments in the
Indian capital market. However, the silver lining has been the
continuing improved performance by some of the segments in the Indian
corporate sector like, automobiles, banking, health care and retail
distribution of goods and services that should contribute for better
valuations and market capitalizations during the ensuing year also.
As stated already, the capital market activities in which your company
predominantly is engaged could face aberrations depending on domestic
and global trend and hence the performance of your company will be
dependent on such factors in the ensuing year also.
(v) Segment-wise à Product-wise reporting:
Your company is mainly engaged in the business of investment activities
and all other activities are revolving around the main activity and as
such there are no separate reportable segments.
(vi) Outlook:
Your company will spare no efforts to improve the profitability and the
shareholders' wealth though there is a heavy dependency on the market
trend in the equity segment of the capital market. Your company
expects the general market conditions to improve and would strive hard
to take advantage of the situation and also when opportunities arise.
(vii) Risks and Concerns:
Your company's activities which are essentially in the capital market
segments is fraught with inherent risk and the downward trend in the
growth of global economy resulted in significant erosion in the value
of the investment. While all efforts will be made to safeguard further
erosion, your company will exercise due caution and care to ensure that
all these concerns are addressed while taking future investment
decisions.
(viii)Internal Control Systems and their Adequacy:
Company has in place adequate interest control measures. The requisite
Management Information System is already in place to take corrective
measures when required.
(ix) Human Resources:
Your company has adequate trained professionals to manage the affairs
of the company in the most prudent manner.
(x) Cautionary Statement:
The Management Discussion and Analysis Report may contain certain
statements that might be considered forward looking. These statements
are subject to certain risk and uncertainties. Actual results may
differ materially from those expressed in the statements as Government
policies local political and economic development, etc.
4 Subsidiaries:
Ministry of Corporate Affairs, Government of India, vide Circular No:
5/12/2007-CL-III dated 8th February 2011 has granted exemption that the
requirement to attach various documents in respect of subsidiary
companies, as set out in sub-section (1) of the Section 212 of the
Companies Act 1956, shall not apply to the Company provided certain
conditions as mentioned in the circular is fulfilled. Accordingly, the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. Financial information of the subsidiary companies, as
required by the said circular is disclosed in the Annual Report. The
Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company who may be interested in obtaining the same on any working day
except Saturday and Sunday between 11 a.m to 2 p.m. The annual accounts
of subsidiary companies will also be kept open for inspection by any
investor at the registered office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include financial results of its subsidiary
companies and associate companies.
Shriyam Broking Intermediary Limited, a subsidiary of the company
posted modest operational results during the year under report. Growth
in the brokerage income earned during the year was at Rs.168.19 lakhs
as against the 162.03 lakhs during the last year. The net profit before
tax was at Rs.51.57 lakhs as against Rs.66.65 lakhs achieved during the
previous year. The other subsidiary, namely Shardul Commodities
International Limited wound up its operations during the last year as
already reported and the name of the company has since been changed to
Shardul Energy Limited. This company is in the process of setting up a
Power plant and will venture into energy business in future as it has
bright business prospects in future. The company has plans to start a
power plant in UP and the progress thereof will be kept informed to our
shareholders in due course.
5 Directors :-
In terms of Article 155 of the Articles of Association of the Company,
Mr. Bhupendra Shroff and Mr.Gyandeo Chaturvedi, Directors retire by
rotation and being eligible offer themselves for re-appointment at the
Annual General Meeting.
Brief resume of the Directors proposed to be appointed/ reappointed,
nature of their experience in specific functions and area and number of
companies in which they hold membership/chairmanship of Board
Committees as stipulated under clause 49 of the Listing Agreement of
Stock Exchange are provided in the Report of Corporate Governance
forming part of the Annual Report.
6 Taxation :-
In opinion of Directors, the provision for Income Tax is made as per
the provisions of Income Tax Act, 1961.
7 Cashflow :-
As required by Clause 37 of the Listing Agreement, a Cash Flow
Statement is appended with this report.
8 Directors' Responsibility Statement :- Pursuant to the requirement
under section 217(2AA) of the Companies Act, 1956, with respect to
Directors' Responsibility Statement, it is hereby confirmed: -
(i) That in the preparation of the accounts for the financial year
ended 31st March 2011, the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2011 on a 'going concern' basis.
9 Auditors and Auditors' Report :-
The Company's Auditors, M/s Rajen Damani & Associates., Chartered
Accountants, hold office upto the conclusion of the ensuing Annual
General Meeting. The Company has received the letter from them
pursuant to section 224(1-B) of the Companies Act, 1956, confirming
their eligibility for re-appointment as Auditors of the Company.
The notes to the Accounts referred to in the Auditors' Report are
self-explanatory and, therefore, do not call for any further comments.
10. Corporate Governance :-
Report on Corporate Governance stipulated under Clause 49 of the
Listing Agreement with Stock Exchange form part of this annual report.
A certificate from the auditors of the Company M/s Rajen Damani &
Associates, Chartered Accountants confirming compliance of conditions
of Corporate Governance as stipulated under aforesaid clause 49 is
annexed to and forms part of this Report.
11. Consolidated Accounts :-
In accordance with the requirements of Listing Agreement and the
Accounting Standard -21 prescribed by the Institute of Chartered
Accountants of India, Company had made additional disclosure in respect
of Consolidated Financial Statements and Accounting Standard-18 for
Related Party transactions.
12. Transfer of Unpaid and Unclaimed amounts to IEPF
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956 the declared dividends and interest on debentures which remained
unpaid or unclaimed for a period of 7 years have been transferred by
the Company to Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant to Section 205C of the
said Act.
13. Statutory information :- a. Personnel :-
Details of remuneration paid to employees as required by Section
217(2A) of the Companies Act, 1956, is not applicable to the Company as
none of the employees is paid remuneration as stipulated in that
Section.
b. Particulars required to be furnished by the Companies (Disclosure
of particulars to the Report of Board of Directors) Rules, 1988.
(i) Part A & B pertaining to conservation of Energy and Technology
Absorption are not applicable or not relevant to the working of
Company. The Directors keep themselves acquainted with ongoing seminars
and research papers.
(ii) The Company has not earned any Foreign Exchange. The Company has
spent Rs 0.05 lacs as and by way of Foreign Exchange outflow during the
year. The foreign exchange outflow is on account of subscription to
bulletins/magazines undertaken to acquire and keep in touch with the
latest marketing and financial strategy and different norms of finance
that is part of company's research program.
c. Deposits:-
i) There are no deposits, which has remained unclaimed or claimed but
not paid for which information is required to be given in this report.
The Company does neither hold any Public Deposits nor is accepting any
deposits.
ii) The Company has complied with various requirements in terms of the
capital adequacy under the guidelines issued by the Reserve Bank of
India for the Non-Banking Financial Companies.
14. Acknowledgment :-
Your Directors appreciate the co-operation and support extended by the
Shareholders, Employees, Financial Institutions and Banks.
For and on behalf of Board
R Sundaresan Naveen Chaturvedi
Executive Director Director
Place : Mumbai
Dated : 18th May 2011
Regd. Office:
G-12, Tulsiani Chambers,
212, Nariman Point,
Mumbai 400 021.
Mar 31, 2010
The Directors are pleased to present the Twenty Fifth Annual Report
and the Audited Accounts for the year ended March 31, 2010.
1. Financial Results : (Rs. in lacs)
2009 - 2010 2008 - 2009
Profit/(Loss) before
Depreciation 899.85 (688.09)
Less: Depreciation 43.89 41.84
Profit/(Loss) before Taxation 855.96 (729.93)
Less: Provision for taxation
Current 135.00 -
FBT - 1.48
Deferred (3.17) (1.91)
Taxation adjustment of (63.81) 1.11
previous years (Net)
Profit / (Loss) after Taxation 787.94 (730.61)
Add: Prior Year Adjustments - (1.00)
Profit/ (Loss) after Prior
Period Adjustments 787.94 (731.61)
Surplus / (Deficit) brought
forward from previous years 2539.74 3476.08
3327.68 2744.47
Appropriations:
Statutory Reserve Fund as per
RBI
Guidelines 157.59 -
Proposed Dividend (including
dividend tax)
on Equity Shares 245.67 204.73
Transfer to General Reserve 19.70 -
Balance carried to Balance Sheet 2904.72 2539.74
3327.68 2744.47
2. Dividend:
Your Directors recommend a dividend of Rupees 1.20 per Equity Shares on
1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 245.67
Lacs(including dividend tax) for the financial year ended 31st March,
2010 which if approved at the ensuing Annual General Meeting, will be
paid to (i) all those Equity Shareholders whose names appear in the
Register of Members as on 23rd August 2010 and (ii) to those whose
names as beneficial owners are furnished by the National Securities
Depositories Ltd., and Central Depositories Service (India) Ltd.
3. Management Discussions and analysis Report -
(i) Financial Performance:
Your company posted a net profit of Rs.787.94 lacs during the current
year as compared to the losses of Rs.731.61 lacs posted during the
previous year. This was due to improved and favorable market
conditions that prevailed consequent to the stimulus packages announced
by the Government of India and other fiscal measures initiated by the
Reserve Bank of India.
(ii) Trend in Indian Economy & Financial Markets:
The global recession that set in during the previous year though
continued to haunt the western countries, the Indian economy bounced
back from the slump it faced during the previous year thanks to the
stimulus packages and other fiscal measures initiated by the Government
of India. The GDP growth that was on the downside recovered to post a
moderate increase of 7.2% during the year under report and with a
projected growth of 8% during the ensuing year, the Indian economy
looks well poised to keep its momentum of growth. The Index of
industrial production (IIP) recorded an admirable growth at an average
of more than 15.5% during the last quarter of the financial year and it
was also broad based with 14 out of 17 industrial groups recording
accelerated growth during the year. However, the inflation has been a
source of continuous concern dragging down the benefits of industrial
output with the food inflation touching an all time high of 17.5%
during the current year under report.
The capital market witnessed increased trading volumes throughout the
year with the market index (BSE) recording a level as high as 18,000
before it retreated due to uncertainties in the European economy. With
the inflow of Foreign investment gaining momentum, the foreign exchange
reserves also increased considerably crossing 280 billions USD once
again. However with the Government borrowings on upsurge to meet the
stimulus packages, the yields on Government borrowings went up from
6.2% to 8.1% thereby the financial system witnessed an increase in the
interest rates especially on commercial lending and realty sector
lending. As a consequence, the trading volume in securities market
during the current year also continued to show an erratic trend.
(iii) Business Review:
The stimulus packages of the Government resulting in buoyancy in the
stock market enabled your company to regain the valuation of the
existing stocks besides posting trading profits during the year under
report. With a tighter control on administrative expenses, your company
was able to reverse the negative trend during the previous year and
achieve a positive result as reflected in the financial statements for
the year under report.
Your companyÃs associate, Antique Finance Private Limited. have also
achieved good results and thus maintained a positive trend in their
working results.
(iv) Opportunities and Threats:
The Government of India has announced series of fiscal measures to
achieve a GDP growth of 8% for the ensuing year and also reduce the
inflation through appropriate monetary measures. Although the western
market especially some of the European countries have been posing
concern on their economic stability that could trigger a cascading
effect on the global economy, the resilience of the Indian economy as
seen in the past augurs well for the stability of the financial markets
during the current year. The Indian corporate sector has also been
showing encouraging results with better performance that should
contribute for better valuations and market capitalization during the
ensuing year also.
Nonetheless if past trends are any indication, the capital market
activities in which your company is predominantly engaged could face
aberrations depending on the global trends both economic and political
as the markets are to some extent driven by investment by Foreign
Institutions.
(v) Segment-wise - Product-wise reporting:
Your company is mainly engaged in the business of investment activities
and all other activities are revolving around the main activity, and as
such there are no separate reportable segments.
(vi) Outlook:
Your company will spare no efforts to improve the profitability and the
shareholdersà wealth though there is a heavy dependency on the market
trend in the equity segment of the capital market. Your company expects
the general market conditions to improve and would strive hard to take
advantage of the situation as and when opportunities arise.
(vii) Risks and Concerns:
Your companyÃs activities which are essentially in the capital market
segments is fraught with inherent risk and the downward trend in the
growth of global economy resulted in significant erosion in the value
of the investment. While all efforts will be made to safeguard further
erosion, your company will exercise due caution and care to ensure that
all these concerns are addressed while taking future investment
decisions.
(viii) Internal Control Systems and their Adequacy:
Company has in place adequate internal control measures. The requisite
management information system is already in place to take corrective
measures when required.
(ix) Human Resources:
Your company has adequate trained professionals to manage the affairs
of the company in the most prudent manner.
(x) Cautionary Statement:
The Management Discussion and Analysis Report may contain certain
statements that might be considered forward looking. These statements
are subject to certain risk and uncertainties. Actual results may
differ materially from those expressed in the statements as important
factors could influence the CompanyÃs operation such as Government
policies, local political and economic development, etc.
4 Subsidiaries:
Ministry of Corporate Affairs, Government of India, vide order No
47/168/2010-CL-III dated March 15, 2010 has granted approval that the
requirement to attach various documents in respect of subsidiary
companies, as set out in sub-section (1) of the Section 212 of the
Companies Act 1956, shall not apply to the Company. Accordingly, the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. Financial information of the subsidiary companies, as
required by the said order is disclosed in the Annual Report. The
Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company who may be interested in obtaining the same on any working day
except Saturday and Sunday between 11 a.m to 2 p.m. The annual accounts
of subsidiary companies will also be kept open for inspection by any
investor at the registered office of the Company and that of the
respective subsidiary companies. The Consolidated Financial Statements
presented by the Company include financial results of its subsidiary
companies and associate companies.
Shriyam Broking Intermediary Limited a subsidiary of the Company posted
modest operational results during the year under report in view of
lower volumes of brokerage generated from Institutional business. The
gross brokerage earned during the year was at Rs.162.03 lakhs as
against Rs.318.89 lakhs during the previous year resulting in a decline
in net earnings before tax to Rs.66.65 lakhs as against Rs102.33 lakhs
achieved during the previous year.
The other subsidiary viz. Shardul Commodities International Ltd had
surrendered its trading cum clearing membership of Multi Commodity
Exchange. Efforts will be made to activate the subsidiary as and when
the market situation improves.
5 Directors: -
In terms of Article 155 of the Articles of Association of the Company,
Dr. V.C Shah and Mr.Naveen Chaturvedi, Directors retire by rotation and
being eligible offer themselves for re-appointment at the Annual
General Meeting.
Brief resume of the Directors proposed to be appointed/ reappointed,
nature of their experience in specific functions and area and number of
companies in which they hold membership/chairmanship of Board
Committees as stipulated under clause 49 of the Listing Agreement of
Stock Exchange are provided in the Report of Corporate Governance
forming part of the Annual Report.
6 Taxation:-
In opinion of Directors, the provision for Income Tax is made as per
the provisions of Income Tax Act, 1961.
7 Donation:-
During the year the Company has made donation to Trusts aggregating Rs.
10,05,000/-
8 Cashflow :-
As required by Clause 37 of the Listing Agreement, a Cash Flow
Statement is appended with this report.
9 Directors Responsibility Statement: -
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directorsà Responsibility Statement, it is
hereby confirmed: -
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2010 on a Ãgoing concernà basis.
10 Auditors and Auditors Report: -
The Companys Auditors, M/s Rajen Damani & Associates., Chartered
Accountants, hold office upto the conclusion of the ensuing Annual
General Meeting. The Company has received the letter from them pursuant
to section 224(1-B) of the Companies Act, 1956, confirming their
eligibility for re-appointment as Auditors of the Company.
The notes to the Accounts referred to in the Auditorsà Report are
self-explanatory and, therefore, do not call for any further comments.
11 . Corporate Governance: -
Report on Corporate Governance stipulated under Clause 49 of the
Listing Agreement with Stock Exchange form part of this annual report.
A certificate from the auditors of the Company M/s Rajen Damani &
Associates, Chartered Accountants confirming compliance of conditions
of Corporate Governance as stipulated under aforesaid clause 49 is
annexed to and forms part of this Report.
12. Consolidated Accounts: -
In accordance with the requirements of Listing Agreement and the
Accounting Standard -21 prescribed by the Institute of Chartered
Accountants of India,
Company had made additional disclosure in respect of Consolidated
Financial Statements and Accounting Standard-18 for Related Party
transactions.
13. Transfer of Unpaid and Unclaimed amounts to IEPF
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956 the declared dividends and interest on debentures which remained
unpaid or unclaimed for a period of 7 years have been transferred by
the Company to Investor Education and Protection Fund (IEPF)
established by the Central Government pursuant to Section 205C of the
said Act.
14. Statutory information: -
1. Personnel: -
Details of remuneration paid to employees as required by Section
217(2A) of the Companies Act, 1956, is not applicable to the Company as
none of the employees is paid remuneration as stipulated in that
Section.
2. Particulars required to be furnished by the Companies (Disclosure
of particulars to the Report of Board of Directors) Rules, 1988.
(i) Part A & B pertaining to conservation of Energy and Technology
Absorption are not applicable or not relevant to the working of
Company. The Directors keep themselves acquainted with ongoing seminars
and research papers.
(ii) The Company has not earned any Foreign Exchange. The Company has
spent Rs 0.04 lacs as and by way of Foreign Exchange outflow during the
year. The foreign exchange outflow is on account of subscription to
bulletins/magazines undertaken to acquire and keep in touch with the
latest marketing and financial strategy and different norms of finance
that is part of companyÃs research program.
3. Deposits: -
a) There are no deposits, which has remained unclaimed or claimed but
not paid for which information is required to be given in this report.
The Company does neither hold any Public Deposits nor is accepting any
deposits.
b) The Company has complied with various requirements in terms of the
capital adequacy under the guidelines issued by the Reserve Bank of
India for the Non-Banking Financial Companies.
15. Acknowledgment: -
Your Directors appreciate the co-operation and support extended by the
Shareholders, Employees, Financial Institutions and Banks.
For and on behalf of Board
R Sundaresan Naveen Chaturvedi
Executive Director Director
Place : Mumbai
Dated : 26th May, 2010
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