Mar 31, 2017
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of the Company along with the financial statements for the financial year ended 31st March, 2017.
Financial Highlights
The table given below gives the financial highlights of the Company for the year ended 31st March, 2017, as compared to the previous financial year.
(Rs. in Lacs)
Financial Results |
2016-17 |
2015-16 |
Standalone |
||
Total Income |
1185.62 |
1001.48 |
Total Expenses |
1097.27 |
992.15 |
Provision for taxation |
16.75 |
2.80 |
MAT Credit Entitlement |
(2.74) |
(3.21) |
Deferred tax |
(0.03) |
0.11 |
Reversal of excess provision |
- |
4.67 |
Net profit for the year |
74.37 |
14.30 |
Profit available for appropriation |
74.37 |
14.30 |
Appropriations: |
||
Reserves u/s.45 1C of RBI Act |
14.87 |
2.86 |
Dividend:
In order to consolidate the financial position of the Company, the Board has decided to skip the dividend for the financial year ended 31st March, 2017.
Subsidiary Companies:
Vertex Securities Limited(VSL), Vertex Commodities And Finpro Private Limited (VCFPL), Transwarranty Capital Market Services Private Limited (TCMSPL) and Transwarranty Consultants Private Limited (TCPL) are the subsidiaries of the Company.
VSL and VCFPL are engaged in the following businesses:
1. Stock and currency broking services to retail, HNI and institutional clients.
2. Commodity broking services through Vertex Commodities And Finpro Pvt. Ltd (VCFPL) to retail, HNI and corporate clients.
3. Merchant banking.
Vertex Securities Limited (VSL) is a member of: -
1. National Stock Exchange of India Limited (NSE)
2. Bombay Stock Exchange Limited, (BSE)
3. National Securities Depository Ltd., (NSDL) (for depository services)
4. SEBI registration as a Merchant Banker
5. Association of Mutual Funds of India(AMFI) registered Mutual Fund Advisor.
Vertex Commodities And Finpro Private Limited(VCFPL)is amember of following commodity exchanges: -
1. Multi Commodity Exchange of India (MCX)
2. National Commodity and Derivative Exchange (NCDEX)
3. National Multi Commodity Exchange (NMCE)
During the financial year 2016-17, Transwarranty Capital Market Services Pvt. Ltd. (TCMSPL) and Transwarranty Consultants Pvt. Ltd. (TCPL) become the wholly owned subsidiaries of the Company. TCMSPL and TCPL are engaged in the business of financial and management consultancy and advisory services.
During the year ended 31st March, 2017, the subsidiary company, Vertex Securities Limited earned revenue of Rs. 659.35 lakhs as compared to Rs. 523.72 lakhs in the previous year. The operations have recorded a profit of Rs. 39.33 lakhs as compared to a loss of Rs. 61.04 lakhs in the previous year.
The subsidiary company, Vertex Commodities And Finpro Private Limited had total revenue of Rs. 139.78 lakhs and profit of Rs. 9.01 lakhs as on 31st March, 2017 as against the total revenue of Rs. 96.84 lakhs and profit of Rs. 0.33 lakhs respectively in the previous year.
The subsidiary company, Transwarranty Capital Market Services Pvt. Ltd had recorded a loss of Rs. 0.56 lakh as on 31st March, 2017 as against Rs. 0.07 lakh in the previous year and Transwarranty Consultants Pvt. Ltd. had recorded a loss of Rs. 0.11 lakh as on 31st March, 2017.
During the year under report, the consolidated revenue of the Company was Rs. 1983.45 lakhs as against Rs. 1622 lakhs in the previous year. The net profit after tax was Rs. 122.04 lakhs as against net loss of Rs. 46.42 lakhs in the previous year.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company''s subsidiaries in Form AOC
1 is attached to the financial statements of the Company.
Management Discussion and Analysis:
A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, which forms part of this report as Annexure A.
Corporate Governance Report:
A detailed report on Corporate Governance and Auditors Certificate on compliance with Corporate Governance Requirements by the Company is attached and also forms part of this report as Annexure B.
Consolidated Financial Statements:
Pursuant to Section 136 of the Companies Act, 2013, the standalone financial statements of the Company, consolidated financial statements along with the relevant documents form part of the Annual Report and separate audited accounts in respect of the subsidiaries are available on the website of the Company.
Auditors'' Report
There are no qualifications in the Auditors'' Report for standalone accounts for the financial year ended 31st March 2017. Referring to observations given under "Basis for Qualified Opinion" in the Independent Auditors Report for Consolidated Accounts, it is clarified that as the Company has initiated legal actions for the recovery of the dues and it will not be prudent to make any provisions as the cases are in various stages in different Courts.
The Statement on Impact of Audit Qualification submitted to the stock exchange pursuant to SEBI Listing Regulations for modified opinion in Audit Report for consolidated accounts is appended to this report as Annexure C.
Directors'' Responsibility Statement:
In terms of Section 134 (3) (c) of the Companies Act, 2013 your Directors state that:
1. In preparation of annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;
2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and profit of the Company for the year ended on that date;
3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. They have prepared the annual accounts on a going concern basis;
5. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and
6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.
Deposits:
During the financial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
Particulars of Loans, Guarantees and Investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Directors:
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. U. Ramachandran, Director of the Company (DIN 00493707), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board has recommended his re-appointment.
Familiarization Programme for Directors:
At the time of appointment of a Director, a formal letter of appointment is given to the Director. The Director is also explained in detail the role, function, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act, 2013, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015[Listing Regulations]. Further the Managing Director also will have one to one discussion with the newly appointed Director to familiarize with the Company''s operation.
Performance of Board Evaluation
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI Listing Regulations.
The evaluation was done on various parameters like vision and strategy, Board participation, disclosure of interest, review of risk management policies, leadership skills, good governance, marketing and corporate communications etc.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Meetings
The details regarding the meeting of the Board of Directors, Committees of the Board and meeting of Independent Directors are provided in the Report on Corporate Governance, which forms part of the Annual Report.
Extract of Annual Return
An extract of Annual return in Form MGT-9 is appended to this report as Annexure D.
Risk Management:
The Company has adopted a Risk Management Policy for the Company including identification therein the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives/the Board to control the exposure of the risk and balance the impact of risk on a continuous basis.
Nomination & Remuneration Policy
The Board on the recommendation of Nomination, Remuneration & Compensation Committee has adopted a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The details of this Policy are provided in the Corporate Governance Report.
Sexual Harassment Policy
In line with the requirements of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (Act), the Company has in place a policy to prevent sexual harassment of women at workplace. Your Directors state that during the year under review, there were no cases filed pursuant to the above Act.
Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business of the Company. The employees are encouraged to voice their concerns by way of whistle blower policy and all the employees have been given access to the Audit Committee. All cases registered under the Code of Business Principles and Whistle Blower Policy will be reported to the Audit Committee.
Employees'' Stock Option Plan 2008 (ESOP):
During the financial year 2016-17, 61,650 equity shares of Rs. 10 each have been vested pursuant to ESOP Scheme. Disclosures as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, and disclosure pursuant to the Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 are provided as Annexure E to the Board''s Report.
Independent Directors:
The Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed for independent directors under Section 149(6) of the Act and Regulation 16(b) of the SEBI Listing Regulations.
During the year under review a meeting of Independent Directors was held on 20.02.2017.
Related Party Transactions:
All related party transactions that were entered into during the year were on arm''s length basis and in the ordinary course of business. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors. The disclosures on the Related Party Transactions in Form AOC-2 is provided as Annexure F to the Board''s Report.
Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Rahul Gautam Divan and Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the twenty first annual general meeting (AGM) of the Company held on September 11, 2015 till the conclusion of the twenty fifth AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. The Company has received eligibility certificate in terms of Section 139 of the Companies Act, 2013 and consent from the auditors.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Mr. M. P. Sharma, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as part of this Report as Annexure G. The Report does not contain any qualifications, reservations, or adverse remarks.
Energy Conservation, Technology Absorption:
Because of the nature of activities being carried on by the Company, the particulars are not applicable.
Foreign Exchange Earnings and outgo:
Earnings - Nil
Outgo - Rs. 4.33 lakhs
Particulars of Employees and related disclosure:
There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.
The information containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,as amended from time to time is attached herewith as Annexure H.
Acknowledgement:
Your Directors acknowledge the support and counsel extended by the bankers, government agencies, shareholders, investors, employees and others associated with the Company. The Directors look forward the same in future also.
For and on behalf of Board of Directors
Place: Mumbai Kumar Nair U. Ramachandran
Date: April 27, 2017 Managing Director Director & CFO
(DIN 00320541) (DIN 00493707)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 21st Annual Report on
the business and operations of the Company along with the financial
statements for the Financial Year ended 31st March, 2015.
Financial Highlights
The table given below gives the financial highlights of the Company for
the year ended 31st March, 2015, as compared to the previous financial
year.
(Rs. In lakhs)
2014-15 2013-14
Total Income 802.98 894.47
Interest and finance charges 15.03 37.38
Depreciation 8.16 12.81
Provision for taxation 3.20 1.02
MAT Credit Entitlement (-)1.02 -
Deferred tax (-)0.10 (-)1.09
(Excess)/Short provision for Income 3.84 -
Tax :
Profit / Loss after tax 11.09 22.71
Prior Period Expenses 0.13 -
Net profit for the year 10.96 22.71
Profit available for appropriation 10.96 22.71
Appropriations:
Reserves u/s. 45 1C of RBI Act 2.19 4.54
Depreciation transferred to 1.35 -
Retained Earnings, as per Schedule
II of Companies Act, 2013
Dividend:
In order to consolidate the financial position of the Company the Board
has decided to skip the dividend for the financial year ended 31st
March, 2015.
Subsidiary Companies:
Vertex Securities Limited (VSL) and Vertex Commodities And Finpro
Private Limited (VCFPL) are the subsidiaries of the Company engaged in
the following businesses:-
1. Stock broking focusing business mainly on southern and western
India. The company caters to retail, HNI and institutional clients.
2. Currency derivatives segment.
3. Commodity broking through Vertex Commodities And Finpro Pvt. Ltd.
(VCFPL) and services retail, HNI and corporate clients.
4. Merchant banking.
Vertex Securities Limited (VSL) is a member of: -
1. National Stock Exchange of India Limited (NSE)
2. Bombay Stock Exchange Limited, (BSE)
3. Cochin Stock Exchange Limited, (CSE)
4. OTC Exchange of India ,(OTCEI)
5. National Securities Depository Ltd., (NSDL) (for depository
services)
6. SEBI registration as a Merchant Banker
7. MCX Stock Exchange Limited. (MCX Sx)
Vertex Commodities And Finpro Private Limited (VCFPL) is a member of
following commodity exchanges: -
1. Multi Commodity Exchange of India (MCX)
2. National Commodity and Derivative Exchange (NCDEX)
3. National Multi Commodity Exchange (NMCE)
4. National Spot Exchange of India Limited (NSEIL)
During the year under report, the consolidated revenue of these two
subsidiaries was Rs. 596.49 lakhs as against Rs. 583.51 lakhs in the
previous year. The net loss after tax was Rs. 33.34 lakhs as against
net loss of Rs. 152.92 lakhs in the previous year.
The Company has two subsidiaries namely Vertex Securities Limited and
Vertex Commodities and Finpro Pvt. Ltd. as on March 31, 2015 and there
are no associate companies within the meaning of Section 2 (6) of the
Companies Act, 2013. There have been no material changes in the
business of the subsidiary companies.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing the salient features of the financial
statements of the Company's subsidiaries in Form AOC 1 is attached to
the financial statements of the Company.
Management Discussion and Analysis:
A detailed review on the operations and performance of the Company and
its business is given in the Management Discussion and Analysis which
forms part of this report.
Corporate Governance Report:
A detailed report on Corporate Governance forms part of this Report.
Auditors Certificate on compliance with Corporate Governance
requirements by the Company is attached also forms part of this report.
Consolidated Financial Statements:
Pursuant to Section 136 of the Companies Act, 2013, the standalone
financial statements, of the Company, consolidated financial statements
along with the relevant documents form part of the Annual Report and
separate audited accounts in respect of the subsidiaries are available
on the website of the Company.
Directors' Responsibility Statement:
In terms of Section 134 (3) (c) of the Companies Act, 2013 your
Directors state that:
1. In preparation of annual accounts for the year ended 31st March,
2015, the applicable accounting standards have been followed along with
proper explanations relating to material departures, if any;
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2015 and profit of the Company for the
year ended on that date;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
4. They have prepared the annual accounts on a going concern basis;
5. They have laid down proper internal financial controls to be
followed by the Company and they were adequate and operating
effectively and
6. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and
operating effectively.
Deposits:
During the financial year under report the Company has not accepted
deposits within the meaning of Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014. No amount
on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
Particulars of Loans, Guarantees and Investments:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
Directors:
Mr. Kumar Nair retires by rotation at the ensuing Annual General
Meeting in terms of Section 152 of the Companies Act, 2013.
During the under review Mr. Pravin D. Khatau (DIN 02425468) and Mr. K.
Jay Chandran (DIN 00508434) resigned as Directors of the Company with
effect from 27th January, 2015 due to personal reasons. The Board
places on record its deep appreciation of the services rendered by
these Directors'
The Board of Directors on the recommendation of the Nomination and
Remuneration Committee appointed Mr. Pravin D. Khatau (DIN 02425468) as
Additional Director (Independent) and Mr. U. Ramachandran (DIN 00493707)
as Additional Director - Finance and Chief Finance Officer with effect
from 25th February, 2015 and Mrs. Nirmala Sachin Parab (DIN 07149007) as
Additional Director (Independent) with effect from 30th March, 2015.
Pursuant to Section 161 of the Companies Act, 2013 the additional
directors hold office upto the date of the ensuing Annual General
Meeting. The Company has received notice under Section 160 of the
Companies Act, 2013 along with the requisite deposit proposing the
appointment of Mr. Pravin D Khatau, Mr. U. Ramachandran, and Mrs.
Nirmala Sachin Parab, at the ensuing Annual General Meeting.
Familiarization Programme for Directors:
At the time of appointment of a Director, a formal letter of
appointment is given to him/her. The Director is also explained in
detail the role, function, duties and responsibilities expected from
him/her and also compliance required from him/her under the Companies
Act 2013, and Listing Agreement with stock exchanges. Further the
Managing Director also will have one to one discussion with the newly
appointed Director to familiarize with the Company's operation.
Performance of Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the Directors individually, as well
as the evaluation of the working of its committees.
The evaluation was done on various parameters like vision and strategy,
Board participation disclosure of interest, review of risk management
policies, leadership skills, good governance, marketing and corporate
communications etc.
Risk Management:
The Company has adopted a Risk Management Policy for the Company
including identification therein the elements of risk, if any, which in
the opinion of the Board may threaten the existence of the Company.
After identifying the risk and assessing the level of impact, controls
are put in place to mitigate the risk by the concerned executives/the
Board to control the exposure of the risk and balance the impact of
risk on a continuous basis.
Sexual Harassment Policy
In line with the requirements of Sexual harassment of Women at
Workplace ( Prevention, Prohibition and Redressal) Act 2013 (Act), the
Company has in place a policy to prevent sexual harassment of women at
workplace. Your Directors state that during the year under review,
there were no cases filed pursuant to the above Act.
Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy as part of vigil
mechanism to provide appropriate avenues to the Directors and Employees
to bring to the attention of the management any issue which is
perceived to be in violation of or in conflict with the fundamental
business of the Company. The employees are encouraged to voice their
concerns by way of whistle blower policy and all the employees have
been given access to the Audit Committee. All cases registered under
the Code of Business Principles and Whistle Blower Policy will be
reported to the Audit Committee.
Employees' Stock Option Plan 2008 (ESOP):
Particulars 31.03.2015 31.03.2014 31.03.2013
Options outstanding at the 5,20,319 7,65,769 8,52,237
beginning of the year
Prior Period Adjustments (2,05,419)
Options granted during the year Nil Nil Nil
Options vested during the year 88,939 Nil 1,04,607
Options exercised during the year Nil Nil Nil
Options forfeited during the year 30,375 Nil 66,375
Options lapsed/surrendered 42,811 2,45,450 18,218
during the year
Options outstanding at the end of 1,52,775 5,20,319 7,65,769
the year
Particulars 31.03.2012 31.03.2011 31.03.2010 31.03.2009
Options outstanding at the 4,82,266 4,86,766 6,84,000 10,00,000
beginning of the year
Prior Period Adjustments
Options granted during the 5,96,500 Nil 92,500 6,84,000
year
Options vested during the 50,446 Nil 22,666 Nil
year
Options exercised during the Nil Nil Nil
year
Options forfeited during the 2,13,750 4,500 2,57,000 Nil
year
Options lapsed/surrendered 14,654 Nil 32,734 Nil
during the year
Options outstanding at the 8,50,362 4,82,266 4,86,766 6,84,000
end of the year
Had fair value method been used, the compensation cost would have been
higher by Rs. 6.87 lakhs (previous year. Rs. 8.05 lakhs). Profit after
tax would have been lower by Rs. 6.87 lakhs (Previous year Rs. 8.05
lakhs) and EPS both basic and diluted would have been Rs. 0.02 per
share (previous year Rs. 0.06 per share)
Independent Directors Meeting:
During the year under review a meeting of Independent Directors was
held on 25.02.2015.
Related Party Transactions:
All related party transactions that were entered into during the year
were on arm's length basis and in the ordinary course business. The
Audit Committee has approved the related party transactions and
subsequently the same were approved by the Board of Directors. The
details of the transactions with related parties are given in the
financial statements.
Auditors:
M/s. Rahul Gautam Divan and Associates retire as Statutory Auditors of
the Company at the conclusion of the ensuing Annual General Meeting.
The Company has received eligibility certificate in terms of Section
139 of the Companies Act, 2013 and consent from the retiring auditors
and accordingly the Audit Committee has recommended the re-appointment
of the retiring auditors for a further period of consecutive four years
upto the conclusion the Annual General Meeting in the year 2019 subject
to ratification by Members at every Annual General Meeting.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and
the Rules made there under the Company has appointed Mr. M. P. Sharma, a
Company Secretary in Practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit Report is annexed as part of this Report.
Energy Conservation, Technology Absorption :
Because of the nature of activities being carried on by the Company,
the particulars are not applicable.
Foreign Exchange Earnings and outgo:
Earnings - Rs. 25.71 lakhs
Outgo - Rs.6.46 lakhs
Particulars of Employees and related disclosure:
There are no employees drawing a monthly or yearly remuneration in
excess of the limits specified under Section 197 of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Acknowledgement:
Your Directors acknowledge the support and counsel extended by the
bankers, government agencies, shareholders, investors, employees and
others associated with the Company. The Directors look forward the same
in future also.
For and on behalf of Board of Directors
Mumbai Kumar Nair
May 27, 2015 Managing Director
(DIN 00320541)
Mar 31, 2014
The Members,
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2014.
(in lacs)
Financial Results 2013-14 2012-13
Total Income 894.47 1431.55
Interest and finance charges 37.38 57.96
Depredation 12.81 15.68
Provision for taxation 1.02 -
Deferred tax (1.09) (1-84)
Profit / (Loss) after tax 22.71 (89.54)
Excess/short provision for - 19.50
Income Tax :
Net Profit / (Loss) for the year 22.71 (109.05)
Profit / (Loss) available for 22.71 (109.05)
appropriation
During the financial year under report the total revenue of the Company
was Rs. 894.47 lakhs as against Rs. 1431.55 lakhs in the previous year.
After meeting various expenses such as finance cost, employees benefit
expenses, providing for depreciation etc the net profit was Rs. 22.71
lakhs as against net loss of Rs. 109.05 in the previous year.
Dividend:
In order to consolidate the financial position of the Company,
Directors have not recommended dividend for the financial year 2013-14.
Future Outlook:
In spite of well diversified business model, the Company could not
achieve the target during the financial year 2013-14. Directors are
optimistic of achieving the set goal during the current financial year.
Had fair value method been used, the compensation cost would have been
higher by Rs. 8.05 lakhs (previous year. Rs. 11.85 lakhs). Profit after
tax would have been lower by T 8.05 lakhs (Previous year loss after tax
would have been higher by Rs. 11.85 lakhs) and EPS both basic and diluted
would have been Rs. 0.06 per share (previous year Rs. (0.49) per share)
Subsidiary Companies:
Vertex Securities Limited (VSL) and Vertex Commodities And Finpro
Private Limited (VCFPL) are the subsidiaries of the Company engaged in
the following businesses: -
1. Stock broking focusing business mainly on southern and western
India. The company caters to retail, HNI and institutional clients.
2. Currency derivatives segment.
3. Commodity broking through Vertex Commodities And Finpro Pvt. Ltd
(VCFPL) and services retail, HNI and corporate clients.
4. Merchant banking.
Vertex Securities Limited (VSL) is a member of: -
1. National Stock Exchange of India Limited, (NSE)
2. Bombay Stock Exchange Limited, (BSE)
3. Cochin Stock Exchange Limited, (CSE)
4. National Securities Depository Ltd., (NSDL) (for depository
services)
5. SEBI registration as a Merchant Banker.
6. MCX Stock Exchange Limited. (MCX Sx)
Vertex Commodities And Finpro Private Limited (VCFPL) member of
following commodity exchanges: -
1. Multi Commodity Exchange of India (MCX)
2. National Commodity and Derivative Exchange (NCDEX)
Employees'' Stock Option Plan 2008 (ESOP):
Parti 31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009
culars
Opt 7,65,769 8,52,237 4,82,266 4,86,766 6,84,000 10,00,000
ions
outsta
nding
at
the
begin
ning
of
the
year
Optio Nil- Nil 5,96,500 Nil 92,500 6,84,000
ns gr
anted
during
the
year
Opti Nil 1,04,607 50,446 Nil 22,666 Nil
ons
vested
during
the
year
Optio Nil 66,375 2,13,750 4,500 2,57,000 Nil
ns for
feited
during
the
year
Opti Nil 18,218 14,654 Nil 32,734 Nil
ons
lapsed
/surre
ndered
during
the
year
Optio 5,20,319 7,65,769 8,50,362 4,82,266 4,86,766 6,84,000
ns ou
tstan
ding
at
the
end
of
the
year
3. National Multi Commodity Exchange (NMCE)
4. National Spot Exchange of India Limited (NSEIL)
During the year under report, the consolidated revenue of these two
subsidiaries was X 632.50 lakhs as against X 1177.38 lakhs in the
previous year. The net loss after tax was X 152.92 lakhs as against net
loss of X 163.25 lakhs in the previous year.
Auditors'' Report:
The Auditors report to the shareholders does not contain any
qualification.
Auditors:
Messrs Rahul Gautam Divan & Associates retire as Auditors of the
Company at the conclusion of the forthcoming Annual General Meeting and
have confirmed their eligibility and willingness to accept the office
of the auditors for the financial year 2013-14, if appointed. The Board
and Audit Committee of the Company has recommended the re-appointment
of Messrs. Rahul Gautam Divan & Associates, Chartered Accountants, as
statutory auditor of the Company to hold office as such until the
conclusion of the next Annual General Meeting.
Consolidated Financial Statement:
Directors have pleasure in presenting the consolidated financial
statements of Holding Company and subsidiaries duly audited by
statutory auditors pursuant to Clause 32 read with Clause 41 of the
Listing Agreement with the Stock Exchanges and prepared in accordance
with Accounting Standard 21 of Institute of Chartered Accountants of
India.
The annual accounts of the Subsidiary Companies and the related
detailed information shall be available to the shareholders of Holding
and Subsidiary Companies seeking any information at any time. The
annual accounts of the Subsidiary Companies are available for
inspection by any shareholder at the Registered Office of the Holding
Company and of the Subsidiary Companies concerned.
Directors:
Mr. K. Jay Chandran, (DIN00508434) Promoter Director retires by
rotation and being eligible, offer for re-appointment.
The Board of Directors of the Company has decided to adopt the
provisions with respect to appointment and tenure of Independent
Directors which is consistent with the Companies Act, 2013 and the
amended Listing Agreement. Accordingly, the Independent Directors will
serve for not more than two terms of five years each on the Board of
the Company.
Mr. Raghu R Palat (DIN 00311994), Mr. Pravin Khatau (DIN 02425468) and
Mr. Ranjal Laxmana Shenoy (DIN00074761), are proposed to be appointed
as Independent Directors on the Board of the Company for a term of five
years, commencing from the date of the Annual General Meeting 19th
September,
2014. A brief profile of proposed Independent Directors, including
nature of their expertise, is as given as part of Notice convening the
Annual General Meeting.
Resolution for re-appointment of Mr Kumar Nair (DIN 00320541) as
Managing Director is also placed for the consideration of the Members.
Directors'' Responsibility statement:
Your Directors hereby confirm:-
a) That in the preparation of the Annual Accounts for the year ended
31st March, 2014, applicable Accounting Standards have been followed
along with proper explanation relating to material departures, wherever
necessary.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and the
profit of the Company for the year ended 31st March, 2014.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the annual accounts on an ongoing
concern basis.
Particulars of employees'' U/S 217 (2A) of the Companies Act, 1956:
There are no employees drawing a monthly or yearly remuneration in
excess of the limits specified in Section 217(2A) of the Companies
Act,1956
Corporate Governance Report:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance with Auditors Certificate
on Compliance with the conditions of Corporate Governance and a
Management Discussion & Analysis Report has been attached and form part
of the Annual Report.
Annexure to Directors'' Report showing particulars with respect to
conservation of energy, technology absorption and foreign exchange
earnings and outgo:
Because of the nature of activities being carried on by the Company,
the particulars prescribed under Section 217(l)(e) of the Companies
Act, 1956, read with Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, relating to conservation of energy,
technology absorption are not applicable to the Company.
Foreign Exchange earnings and outgo during the year:
Earnings : 129.70 lakhs
Outgo : 4.02 lakhs
The Company has not carried out any specific research and development
activities. The information relating to Technology Absorption,
Adaptation and Innovation is not applicable because of the nature of
the business of the Company.
Appreciation:
Directors wish to place on record their appreciation for the support
and co-operation received from the Regulatory Authorities, customers,
banks and active dedication of the
employees which enabled the management to contribute to the growth of
the Company.
For and on behalf of the Board of Directors
Date : 30/07/ 2014 Suresh N Talwar
Place : Mumbai Chairman
Registered Office:
403, Regent Chambers,
Nariman Point, Mumbai 400 021
Mar 31, 2012
The Directors have pleasure in presenting the 18th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2012.
(Rs. in lacs)
Financial Results 2011-12 2010-11
Total Income 2325.92 838.07
Profit before interest,
depreciation 881.78 100.03
and tax
Less : Interest and Finance Charges 97.33 40.39
Profit before Tax & Depreciation 784.45 59.64
Less : Depreciation 15.66 10.58
Add : Profit on sale of fixed assets - 0.20
Profit before tax 768.79 49.26
Less : Provision for tax:
Current Tax 96.00 1.29
Deferred Tax Liability/(Assets) 0.36 1.32
Profit after Tax 672.43 46.65
Add / Less Excess/(short) provision
for Income Tax 0.07 (5.26)
Net profit for the year 672.50 41.39
Balance brought forward from
amalgamated companies - (40.59)
Profit available for appropriation 672.50 0.80
Appropriation
Reserves u/s 45 1C of RBI Act 134.50 9.33
Proposed Dividend 122.30 -
Corporate Dividend Tax 19.84 -
Profit/(Loss) carried to
Balance Sheet 395.86 ( 8.54)
Employees' Stock Option
Plan 2008 (ESOP): 4,82,266 6,88,366 6,65,000 10,00,000
Options outstanding at
the beginning of the 5,96,500 Nil 92,500 6,84,000
year
Options granted during
the year 50,446 Nil 22,666 Nil
Options vested during Nil 21,015 Nil Nil
the year
Options exercised 1,31,875 2,06,100 55,400 Nil
during the year
Options forfeited 94,654 Nil 13,734 19,000
during the year
Options lapsed/
surrendered during 8,52,237 4,82,266 6,88,366 6,65,000
the year
Options outstanding at Nil Nil Nil Nil
the end of the year
Any other employee who
receives a grant in any Nil Nil Nil Nil
one year of
options amounting to 5% or more of options granted during the year
Identified employees who were granted options,
during any one year equal to or exceeding 1% of the
issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant
Performance of the Company during the year under review was as under:
During the year under report, the total revenue of the Company was Rs.
2,325.92 lakhs as against Rs. 838.07 lakhs in the previous year. The
profit after tax was Rs. 672.43 lakhs as against profit of Rs. 46.65 lakhs
in the previous year. Income from operations during the financial year
was as under:
(Rs. in lakhs)
31.03.2012 31.03.2011
Trade Finance 413.46 413.57
Corporate Finance 147.98 121.57
Investment Banking 537.93 147.02
Interest on Loans 133.00 7.73
Other Income 520.55 148.24
Sale of shares held in
stock in Trade 572.99 -
Dividend:
Your Directors have recommended dividend of 50 paise ( 5%) on equity
share of Rs. 10/- each for the year ended 31st March, 2012. This will
absorb Rs. 142.14 lakhs inclusive of dividend tax.
Future Outlook:
The Company has a well-diversified business model. During the year
under review, the interest earned on loans has increased from Rs. 7.73
lakhs in the previous year to Rs. 131.70 lakhs. The Company has already
opened 10 branches in Kerala to provide loans and is planning to open
some more branches during the current financial year.
Had fair value method been used the compensation cost would have been
higher by Rs. 13.19 lakhs (previous year. Rs. 7.46 lakhs). Profit after tax
would have been lower by Rs. 13.19 lakhs (Previous year Rs. 7.46 lakhs) and
EPS both basic and diluted would have been Rs. 2.82 per share (previous
year (Rs. 0.20 per share.)
Subsidiary Companies:
Vertex Securities Limited (VSL) and Vertex Commodities And Finpro
Private Limited (VCFPL) are the subsidiaries of the Company engaged in
the following businesses: -
1. Stock broking with around 200 offices, focusing business mainly on
southern and western India. The company caters to retail, HNI and
institutional clients.
2. Currency derivatives segment.
3. Commodity broking through Vertex Commodities And Finpro Pvt. Ltd
(VCFPL) and services retail, HNI and corporate clients.
4. Merchant banking.
Vertex Securities Limited (VSL) is a member of: -
1. National Stock Exchange of India Limited, (NSE)
2. Bombay Stock Exchange Limited, (BSE)
3. Cochin Stock Exchange Limited, (CSE)
4. OTC Exchange of India, (OTCEI)
5. National Securities Depository Ltd., (NSDL) (for depository
services)
6. SEBI registration as a Merchant Banker.
7. MCX Stock Exchange Limited. (MCX Sx)
Vertex Commodities And Finpro Private Limited (VCFPL)
member of following commodity exchanges: -
1. Multi Commodity Exchange of India (MCX)
2. National Commodity and Derivative Exchange (NCDEX)
3. National Multi Commodity Exchange (NMCE)
4. National Spot Exchange of India Limited (NSEIL)
During the year under report, the consolidated revenue of these two
subsidiaries was t 1,111.84 lakhs as against Rs. 1,084.43 lakhs in the
previous year. The net loss after tax was Rs. 168.04 lakhs as against net
loss of Rs. 76.80 lakhs in the previous year.
During the financial year 2012-13 the Company proposes to open few more
branches and consolidate the business in Southern and Western Markets.
Auditors' Report:
The Auditors report to the shareholders does not contain any
qualification.
Consolidated Financial Statement:
Directors have pleasure in presenting the consolidated financial
statements of Holding Company and subsidiaries duly audited by
statutory auditors pursuant to Clause 32 read with Clause 41 of the
Listing Agreement with the Stock Exchanges and prepared in accordance
with Accounting Standard 21 of Institute of Chartered Accountants of
India.
In terms of circular No.5/12/2007-CL-III (General Circular No.2/2011)
dated 8th February, 2011 from Ministry of Corporate Affairs, the Board
of Directors of the Company by resolution dated 18th May, 2012 has
decided not to attach the balance sheet of the Subsidiary Companies.
The annual accounts of the Subsidiary Companies and the related
detailed information shall be available to the shareholders of Holding
and Subsidiary Companies seeking any information at any time. The
annual accounts of the Subsidiary Companies are available for
inspection by any shareholder at the Registered Office of the Holding
Company and of the Subsidiary Companies concerned.
Directors:
Mr. Raghu R. Palat retires by rotation and being eligible, offers
himself for re-appointment. Pursuant to Clause 49(g)(i) of the Listing
Agreement with the Stock Exchanges, brief resume of Mr. Raghu R. Palat
has been provided in the Notice convening the Annual General Meeting.
Directors' Responsibility statement:
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors hereby confirm that:
(a) In the preparation of the Annual Accounts for the year 2011- 12,
the applicable Accounting Standards have been followed and there are no
material departures;
(b) The accounting policies selected and applied are consistent and the
judgment and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for the financial
year;
(c) Proper and sufficient care has been taken 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;
(d) The annual accounts have been prepared on a going concern basis.
Particulars of employees' U/S 217 (2A) of the Companies Act, 1956:
Information as per Section 217 (2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975 as amended,
is available at the registered office of the Company. However, as per
the provisions of Section 219(1 )(b)
(iv) of the said Act, the Report and Accounts are being sent to all the
shareholders of the Company and others entitled thereto excluding the
aforesaid information. Any shareholder interested in obtaining a copy
of this statement may write to the Company Secretary / Compliance
Officer at the Registered Office of the Company.
Corporate Governance Report:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance with Auditors Certificate
on Compliance with the conditions of Corporate Governance and a
Management Discussion & Analysis Report has been attached and form part
of the Annual Report.
Annexure to Directors' Report showing particulars with respect to
conservation of energy, technology absorption and foreign exchange
earnings and outgo:
Because of the nature of activities being carried on by the Company,
the particulars prescribed under Section 217(l)(e) of the Companies
Act, 1956, read with Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, relating to conservation of energy,
technology absorption are not applicable to the Company.
Foreign Exchange earnings and outgo during the year:
Earnings : Rs. 25.70 lakhs
Outgo : Rs. 9.89 lakhs
The Company has not carried out any specific research and development
activities. The information relating to Technology Absorption,
Adaptation and Innovation is not applicable because of the nature of
the business of the Company.
Appreciation:
Directors wish to place on record their appreciation for the support
and co-operation received from the Regulatory Authorities, customers,
banks and active dedication of the employees which enabled the
management to contribute to the growth of the Company.
For and on behalf of the Board of Directors
Suresh N Talwar
Place : Mumbai Chairman
Date : 20/07/2012
Registered Office:
403, Regent Chambers,
Nariman Point,
Mumbai 400 021
Mar 31, 2011
The Members,
Transwarranty Finance Limited
The Directors have pleasure in presenting the 17th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2011.
(Rs. in lakhs)
Financial Results 2010-11
Total Income 838.27 573.52
Gross Profit / (loss) 100.23 (38.65)
Less / add: Interest and Finance 40.39 32.54
Charges
Profit / (Loss) before Tax & 59.84 (71.19)
Depreciation
Less: Depreciation 10.58 12.79
Less Provision for tax: Current Tax 1.29 -
Deferred Tax Liability/(Assets) 1.32 (4.38)
Profit / (Loss) after Tax 46.65 (79.59)
Net profit brought forward 60.42 143.30
Excess/ (short) provision for
Income Tax (5.26) (3.29)
Balance brought forward from (40.59) -
amalgamated companies
Profit available for appropriation 61.21 60.42
Appropriation
Reserves u/ s 45 1C of RBI Act 9.33 -
Proposed Dividend - -
Corporate Dividend Tax - -
General Reserve 51.88 -
Profit/ (Loss) carried to
Balance Sheet 61.21 60.42
Business:
The performance of the Company during the year under review is as
under:
The Company has three major business operations consisting of Trade
Finance, Corporate Finance and Investment Banking and the recently
commenced gold loan business.
During the year under report the total revenue of the Company stood at
Rs.838.27 lakhs as against Rs.573.52 lakhs in the previous year
registering a growth of 46%. The profit after tax stood at Rs.46.65
lakhs as against a loss of Rs.79.59 lakhs in the previous year. Income
from operations during the financial years was as under:
(Rs. in lakhs)
31.03.2011
Trade finance 413.57 259.33
Corporate Finance 121.51 214.95
Investment Banking 147.02 43.68
Gold Loan 7.73 7.56
Other Income 148.39 48.01
Dividend:
In order to consolidate the financial position of the Company, the
Directors have decided to skip the dividend for the year 2010-11.
Merger of subsidiary Companies:
During the financial year under report, the two subsidiary companies
viz. Transwarranty Forex And Commodities Private Limited (TFCPL) and
Transwarranty Credit Care Private Limited (TCCPL) were merged with the
Company (TFL) with effect from 1st April, 2009, being the appointed
date, as per Scheme of Amalgamation approved by the Hon'ble High Court,
Bombay, vide order dated 15th October, 2010.
Share Capital:
Consequent to the merger of above mentioned two subsidiaries, during
the year under report the Company issued and allotted 66,25,013 equity
shares of Rs. 10/- each as fully paid up and 38,14,540 equity shares of
Rs 10/- each as partly paid at Rs.2.50/- per share to the members of
erstwhile transferor companies viz., Transwarranty Forex & Commodities
Pvt. Ltd. and Transwarranty Credit Care Pvt. Ltd. in terms of the
Scheme of Amalgamation.
Further, the Company issued and allotted 21,015 equity shares of
Rs.10/- each as fully paid up for the Option Grantees pursuant to the
exercise of stock options under Employees Stock Option Scheme 2008.
Consequently, the paid up capital of the Company increased by Rs.
7,59,96,630/-to Rs.21,59,96,630/.
All the fully paid up shares allotted during the year are listed with
BSE and NSEIL.
Future Outlook:
The Company has well diversified business. The Directors, therefore,
are fully confident of achieving reasonable growth in its business and
profits in the year to come. The gold loan business of the Company is
progressing well. The Company has already opened 8 branches in Kerala
to distribute gold loan and is planning to open few more branches
during the current financial year.
During the current financial year the Company has launched margin
funding business activities. The Company expects good response in this
particular line of business.
Employees' Stock Option Plan 2008 (ESOP):
Particulars 31.03.2011
Options outstanding at
the beginning of the year 6,88,366 6,65,000 10,00,000
Options granted during
the year Nil 92,500 6,84,000
Options vested during
the year NIl 22,666 Nil
Options exercised during
the year 21,015 Nil Nil
Options forfeited during
the year 2,06,100 55,400 NIl
Options lapsed/surrendered
during the year NIl 13,734 19,000
Options outstanding at the
end of the year 4,82,266 6,88,366 6,65,000
Any other employee who
receives a grant in any
one year of Nil Nil Nil
options amounting to 5%
or more of options granted
during the year
Identified employees who
were granted options, during Nil Nil Nil
any one year equal to or
exceeding 1% of the issued
capital (excluding
outstanding warrants and
conversions) of the company
at the time of grant
Had fair value method been used the compensation cost would have been
higher by Rs.7.46 lakhs (previous year Rs.11.72 lakhs). Loss after tax
would have been higher by Rs.7.46 lakhs (Previous year Rs.11.72 lakhs)
and EPS both basic and diluted would have been Rs.0.20 per share
(previous year (Rs.0.68) per share.)
During the current financial year subject to the approval of the
members, the Company proposes to introduce "Transwarranty Employees'
Stock Option Plan - 2011" (ESOP - 2011) with an additional 10,00,000
equity shares of Rs.10/- each.
Subsidiary Companies:
Vertex Securities Limited (VSL) and Vertex Commodities & Finpro Private
Limited (VCFPL) are the subsidiaries of the Company engaged in the
following businesses: -
1. Stock broking with around 250 offices focusing business mainly on
southern and western India. The company caters to retail, HNI and
institutional clients.
2. Currency derivatives segment.
3. Commodity broking through Vertex Commodities and Finpro Pvt. Ltd
(VCFPL) and services retail, HNI and corporate clients.
4. Merchant banking.
Vertex has membership of: -
1. National Stock Exchange of India Limited, (NSE)
2. Bombay Stock Exchange Limited, (BSE)
3. Cochin Stock Exchange Limited, (CSE)
4. OTC Exchange of India (OTCEI)
5. National Securities Depository Ltd., (NSDL) (for depository-
services)
6. SEB1 registration as a Merchant Banker.
7. MCX Stock Exchange Limited
VCFPL has membership of following commodity exchanges: -
1. Multi Commodity Exchange of India (MCX)
2. National Commodity and Derivative Exchange (NCDEX)
3. National Multi Commodity Exchange (NMCE)
4. National Spot Exchange of India Limited (NSEIL)
During the year under report, the consolidated revenue of these two
subsidiaries was Rs.1084.43 lakhs as against Rs.1045.42 lakhs in the
previous year. The loss after tax was Rs.76.80 lakhs as against profit
of Rs.32.58 lakhs in the previous year.
During the current financial year 2011-12 the company shall continue to
focus on the same geographical areas with plan to expand and open few
more branches in different locations and also strengthen its presence
in western India.
Auditors' Report:
The Auditors report to the shareholders does not contain any
qualifications.
Consolidated Financial Statement:
Directors have pleasure in presenting the consolidated financial
statements of holding company and subsidiaries duly audited by
statutory auditors pursuant to Clause 32 read with Clause 41 of the
Listing Agreement with the Stock Exchanges and prepared in accordance
with Accounting Standard 21 of Institute of Chartered Accountants of
India.
In terms of circular No.5/12/2007-CL-III (General Circular No.2/2011)
dated 8th February, 2011 from Ministry of Corporate Affairs, the Board
of Directors of the Company has by resolution dated 25th May, 2011
decided not to attach the balance sheet of the subsidiary companies.
The annual accounts of the subsidiary companies and the related
detailed information shall be available to the shareholders of holding
and subsidiary companies seeking any information at any time. The
annual accounts of the subsidiary companies are available for
inspection by any shareholder at the Registered Office of the holding
company and of the subsidiary companies concerned.
Directors:
Mr. K. Jay Chandran retires by rotation and being eligible, offers for
re-appointment. Pursuant to clause 49(g) (1) of the Listing Agreement
with the Stock Exchanges, brief resume of Mr. K. Jay Chandran has been
provided in the Notice convening the Annual General Meeting.
Directors' Responsibility statement:
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors hereby confirm that:
(a) In the preparation of the Annual Accounts for the year 2010-11, the
applicable Accounting Standards have been followed and there are no
material departures;
(b) The accounting policies selected and applied are consistent and the
judgment and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the profit of the Company for the financial
year;
(c) Proper and sufficient care has been taken 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;
(d) The annual accounts have been prepared on a going concern basis.
Particulars of employees' U/S 217 (2A) of the Companies Act, 1956:
None of the employees of the Company employed throughout the financial
year/part of the year were in receipt of remuneration in excess of the
limits as prescribed under Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 and hence no
particulars are required to be given.
Auditors:
The statutory auditors of the Company Rahul Gautam Divan & Associates
retire at the conclusion of the ensuing Annual General Meeting. The
retiring auditors have furnished a certificate under Sec. 224 (IB) of
the Companies Act, 1956 confirming their eligibility for reappointment.
Corporate Governance Report:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance with Auditors Certificate
on Compliance with the conditions of Corporate Governance and a
Management Discussion & Analysis Report has been attached and form part
of the Annual Report.
Annexure to Directors' Report showing particulars with respect to
conservation of energy, technology absorption and foreign exchange
earnings and outgo:
Because of the nature of activities being carried on by the Company,
the particulars prescribed under Section 217(l)(e) of the Companies
Act, 1956, read with Companies (Disclosure of particulars in the Report
of Board of Directors) Rules 1988, relating to conservation of energy,
technology absorption are not applicable to the Company.
Foreign Exchange earnings and outgo during the year:
Earnings : Rs.21.00 lakhs
Outgo : Rs.11.70 lakhs
The Company has not carried out any specific research and development
activities. The information relating to Technology Absorption,
Adaptation and Innovation is not applicable because of the nature of
the business of the Company.
Acknowledgments:
The Management is grateful to the Regulatory Authorities, Share
holders, Company's Bankers, Financial Institutions, Insurance
Companies, Foreign Institutional Investors, Clients, Business
Associates etc. for their continued support and co-operation.
The Directors also wish to place on record their appreciation for the
co-operation, active involvement and dedication of the employees, which
enabled the Management to contribute to the growth of the Company.
For and on behalf of the Board of Directors
Suresh N Talwar
Chairman
Place : Mumbai
Date : 25/05/2011
Registered Office:
403, Regent Chambers,
Nariman Point,
Mumbai 400 021
Mar 31, 2010
The Directors have pleasure in presenting the 16th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2010.
(Rs. in lakhs)
financial Results 2009-10 2008-09
total Income 573.52 441.21
Gross proft/(loss) (38.65) 127.23
less/add: Interest and 32.54 12.84
Finance Charges
proft/(loss) before tax & (71.19) 114.39
Depreciation
less: Depreciation 12.79 6.97
less provision for tax - 36.54
provision for Fringe Benefit tax - 2.81
Deferred tax liability/(Assets) (4.38) (0.04)
profit / (loss) after tax (79.59) 68.11
Balance brought forward 143.30 147.90
excess/(short) provision for (3.29) 0.05
Income tax
profit available for appropriation 60.42 216.06
Appropriation
Reserves u/s 45 1C of RBI Act - 13.62
proposed Dividend - 42.00
Corporate Dividend tax - 7.14
General Reserve - 10.00
proft/(loss) carried to 60.42 143.30
Balance Sheet
Business:
the performance of the Company during the year under review is as
follows:
the Company has three major business operations consisting of trade
Finance, Corporate Finance and Investment Banking and
is engaged in fund based microfinance in the form of gold loans through
its own branches in rural areas and small towns and offIces of its
subsidiary company, Vertex Securities limited.
Trade finance, which caters to the working capital needs of companies,
had an excellent year with business transactions in excess of Rs.7,600
crores. Income from trade Finance was Rs.259.33 lakhs for the year
compared to Rs.143.35 lakhs in the previous year recording 81% growth.
Income from Corporate Finance was Rs. 214.95 lakhs arising out of
business transactions in excess of Rs.1,000 crores compared to Rs.
229.20 lakhs in the previous year.
Investment banking team was expanded considerably and there has been
significant increase in the number of high quality mandates. During
the year, one transaction involving a dairy project was completed
successfully. the efforts in Investment Banking business during the
year are likely to pave way for a significant number of successful
closures of transactions next year.
During the year, the total Income from operations was Rs.573.52 lakhs
compared to Rs.441.21 lakhs in the previous year recording a growth of
30%. Gross profit was Rs.74.41 lakhs as against gross profit of
Rs.107.42 lakhs in the previous year. the net loss after exceptional
item, which is bad debts written off amounting to Rs.158.38 lakhs was
Rs.82.88 lakhs as against profit after tax Rs. 68.16 lakhs in the
previous year. earning per share is Rs. (0.59) against Rs. 0.49 in the
previous year on a weighted average basis as per Accounting Standard 20
issued by the Institute of Chartered Accountants of India.
Dividend during the year:
In view of loss during the financial year, the Directors have decided
to skip the dividend for the year 2009-10.
future Outlook:
the company is extremely confident of achieving excellent growth in its
business and profits in the following years since the Company is a well
diversified Company with a large bouquet of financial products and
services.
The company has launched microfinance and gold lending to re- enter
fund based business and is hoping to disburse Rs.100 crores in the
following year, subject to availability of funds.
employees Stock Option Scheme:
2009-2010
a) number of options granted 92,500 options granted on 01/10/2009
b) the pricing formula options granted shall be exercisable
at a price of
Rs. 10/- per share.
c) options Vested 22,663 options were vested on 2nd
April, 2009.
d) options exercised Nil
e) total no. of shares
arising as a Nil
result of exercise of
options
f) options lapsed 13,737
g) Variation of terms of
options a) the Board of Directors has re-priced
the
option @Rs.10/- per share as approved
by the share holders at the AGM
held on 5th August, 2009.
b) ESOP not vested or lapsed shall be
carried forward to the 5th year.
h) Money realized by
exercisable Nil
options
2008-2009
a) Number of options granted 5,54,000 options granted on 04/04/2008
- 1st Grant
1,30,000 options granted on 30/07/2008
- IInd Grant
b) the pricing formula options granted shall be exercisable
at a price of Rs. 20/- per share.
c)options Vested Nil
d) options exercised Nil
e) total no. of shares
arising as a
result of exercise of
options Nil
f) options lapsed 19,000 options have lapsed during
the year 2008-09 consequent to
resignation of the concerned employees
from the service of the company.
g) Variation of terms of
optionsa) (b)the Board of Directors has
decided to re-price the
option @ Rs. 10/-
per share subject to approval from
the shareholders at the A.G.M.
b) ESOP not vested or lapsed shall be
carried forward to the 5th year.
h) Money realized by
exercisable options Nil
h) Money realized by
exercisable options 6,42,337
j) employeeÃwise details of options
granted to
(i) Senior Management personnel:
Sl. Name No. Options granted Designation no
1 Mr. K.K.Dastur 50,000 Director
2 Mr. Girish Bhutra 15,000 A. V. P
3 Mr. Dilip Jagad 15,000 A. V. P
4 Mr. G. Sreekumar 12,500 A. V. p
ii) Any other employee who Nil Nil
receives a grant in any one year
of options amounting to 5% or more
of options granted during the year
iii) Identified employees who Nil Nil
were granted options, during any
one year equal to or exceeding
1% of the issued capital (excluding
outstanding warrants and conversions)
of the company at the time of grant
k) Diluted earnings per Share (epS) (0.59) Not Applicable
pursuant to issue of shares on
exercise of option calculated in
accordance with Accounting Standard
(AS-20) Ãearning per ShareÃ
1) a) the difference between the Had fair value method been used, the
employee compensation costs compensation cost would have been
higher by
calculated using the intrinsic Rs. 11.72 lakhs value of the stock
options and the employee
compensation cost that would
have been recognized if it had
used the fair value of the
options.
b) the impact of this difference loss would have been by Rs. 11.72lacs
and epS on the profits and
on the EPS would have been Rs. (0.68) per share
of the company
m) Weighted average exercise
prices Weighted Average exercise price
=Rs.10/-
and weighted average
fair values
Weighted Average Fair Value
= Rs.10/-
of options disclosed separately
for options whose exercise price
either equals or exceeds or is
less than the market price of
the stock.
n) A description of the method
and the company opted intrinsic value
method for
significant assumptions used accounting ofcompensation cost arising
out of
during the year to estimate the ESOP. However, for disclosure in para
(i) above
fair values of options, including the following assumptions have bee
made.
the following weighted average
information
i) risk- free interest rate 7%
ii) expected life 1 to 5 years
iii) expected volatility 50% - 55%
iv) expected dividends, and 2.25% - 10 %
v) the price of the underlying Rs.15/- per share
share in market at the time
of option grant
l) a) the difference between the l) Nil
employee compensation costs
calculated using the intrinsic
value of the stock options and
the employee compensation
cost that would have been
recognized if it had used the
fair value of the options.
b) the impact of this difference Not Applicable
on the profits and on the epS
of the company
m) Weighted average exercise prices
and weighted average fair values Weighted Average exercise
of options disclosed separately for price = Rs. 20/- V
options whose exercise price either
equals or exceeds or is less than the Weighted Average Fair Value
= Rs. 20/-
market price of the stock.
n) A description of the method and
significant assumptions used
during the year to estimate the
fair values of options, including
the following weighted average
information the company opted intrinsic value
method for accounting of
compensation cost arising out of
ESOP. However, for disclosure
in para (l) above the following
assumptions have been made.
i) risk- free interest rate 7%
ii) expected life 1 year to 5 years
iii) expected volatility 50% - 55%
iv) expected dividends, and 2.25% - 10 %
v) the price of the underlying
share in market at the Rs. 20/- per share - I Grant
time of option grant Rs. 18/- per share - II Grant
Subsidiary Companies:
Vertex Securities Limited (VSL)
Vertex Securities limited (VSl) is engaged in retail Stock Broking
having more than 13,000 clients. Vertex Securities & Finpro private
limited, a subsidiary of VSl is engaged in Commodity Broking.
VSl and its wholly owned subsidiary company have membership in
1. BSe
2. NSE
3. Cochin Stock exchange
4. MCX
5. NCDEX
6. NMCE
7. NSDL (for depository services)
the income of these two companies during the financial year 2009-10 was
Rs.1045.42 lakhs compared to Rs.788.36 lakhs in the previous year.
Transwarranty forex & Commodities pvt. Ltd.
the number of empanelment for Forex Broking with various Banks has gone
up to 14.
the brokerage income for the year was Rs.2.15 lakhs as compared to
Rs.3.41 lakhs in the previous year.
Transwarranty Credit Care pvt Ltd:
the income was Rs. 14.30 lakhs compared to Rs.2.64 lakhs in the
previous year.
merger of subsidiary Companies.
transwarranty Capital private limited (tCpl) and Vertex Securities ltd
(VSl) are both subsidiaries of transwarranty Finance limited (TFL)
carrying on the same line of business activity of share broking in cash
segment of BSE and cash and derivate segment of NSE. In order to take
optimum advantage of consolidation of manpower, funds and resources,
achieve economies in operation and make the combined entity stronger in
the market TCPLl was merged with VSl during the financial year
2009-2010.
Further, the Directors have also approved the merger of two of the
subsidiaries viz. transwarranty Forex and Commodities private limited
(TFCPL) and transwarranty Credit Care private limited (TCCPL) with the
Company (TFL). In this regard all the 3 Companies have complied with
various requirements for merger and fled merger application with the
Honble High Court at Bombay for approval. the merger of these three
companies would
take advantage of consolidation manpower, funds and resources. the
merger would also help the combined entity to grow faster. .
Auditors Report:
the Auditors report to the shareholders does not contain any
qualifcations.
A company, whose securities are listed on the Stock exchanges, is
compulsorily required to follow the accounting standards prescribed by
the Institute of Chartered Accountants of India. In accordance with the
Accounting Standards AS 21 on consolidated financial statement read
with Accounting Standard 23 on Accounting for Investments in
Associates, the Directors have provided the Audited consolidated
financial statements in the Annual Report. In the year under review
provisions have been made for deferred tax liabilities/ (assets).
pursuant to Section 212 of the Companies Act, 1956 Directors Report,
Balance Sheet and profit & loss account of the Subsidiary companies are
attached with this Report. these documents are also available for
inspection during business hours at the Registered office of the
Company.
Directors:
Mr. pravin Khatau retires by rotation and being eligible, offers for
re- appointment. pursuant to clause 49(g)(1) of the listing Agreement
with the Stock exchanges, brief resume of the Directors being
appointed/reappointed has been provided in the notice convening the
Annual General Meeting.
The Board of Directors had appointed Mr. Kersi K. Dastur as Director
with effect from 10th June, 2009 in casual vacancy caused by the
resignation of Mr. N. R. Achan. Mr. Kersi K. Dastur continues to be a
Director till the ensuing Annual General Meeting. the Company has
received a notice pursuant to Sec. 257 of the Companies Act, 1956
proposing the name of Mr. Dastur for re-appointment as a Director of
the Company.
Directors Responsibility statement:
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors hereby confIrm that:
In the preparation of the Annual Accounts for the year 2009-10, the
applicable Accounting Standards have been followed and there are no
material departures;
The accounting policies selected and applied are consistent and the
judgment and estimates made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of
the financial year and of the loss of the Company for the financial
year;
proper and sufficient care has been taken 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;
the annual accounts have been prepared on a going concern basis.
particulars of employees U/S 217 (2A) of the Companies Act, 1956:
none of the employees of the Company employed throughout the financial
year/part of the year were in receipt of remuneration in excess of the
limits as prescribed under Section 217(2A) of the Companies Act, 1956
read with Companies (particulars of employees) Rules, 1975 and hence no
particulars are required to be given.
Auditors:
the statutory auditors of the Company M/s. Rahul Gautam Divan &
Associates retire at the conclusion of the ensuing Annual General
Meeting. the retiring auditors have furnished a certificate that the
re-appointment, if made, would be within the limit specified under Sec.
224 (1B) of the Companies Act, 1956.
Corporate Governance Report:
pursuant to Clause 49 of the listing Agreement with Stock exchanges, a
Report on Corporate Governance with Auditors Certificate on Compliance
with the conditions of Corporate Governance and a Management Discussion
& Analysis Report has been attached and form part of the Annual Report.
Annexure to Directors Report showing particulars with respect to
conservation of energy, technology absorption and foreign exchange
earnings and outgo:
the particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of particulars in the
Report of the Board of Directors) Rules, 1988, are not applicable to
the Company. the Company has not carried out any specific research and
development activities. the information related to technology
absorptions, adaptation and innovation is reported to be nil.
Acknowledgments:
the Management is grateful to the Regulatory Authorities, Share
holders, Companys Bankers, Financial Institutions, Insurance
Companies, Mutual Funds, Foreign Institutional Investors, Clients,
Business Associates etc. for their continued support and co-operation.
The Directors also wish to place on record their appreciation for the
co-operation, active involvement and dedication of the employees, which
enabled the Management to contribute to the growth of the Company.
For and on behalf of the Board of Directors
Sd/-
Suresh N Talwar
Place : Mumbai Chairman
Date : 28/05/2010
Registered office:
403, Regent Chambers,
Nariman point,
Mumbai 400 021