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Cil Securities Ltd.

BSE: 530829 Sector: Financials
NSE: N.A. ISIN Code: INE830A01012
BSE LIVE 14:57 | 09 Dec 26.60 0.70
(2.70%)
OPEN

28.70

HIGH

28.70

LOW

26.60

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 28.70
PREVIOUS CLOSE 25.90
VOLUME 12
52-Week high 29.99
52-Week low 10.65
P/E 5.88
Mkt Cap.(Rs cr) 13.30
Buy Price 23.05
Buy Qty 1.00
Sell Price 26.60
Sell Qty 10.00
OPEN 28.70
CLOSE 25.90
VOLUME 12
52-Week high 29.99
52-Week low 10.65
P/E 5.88
Mkt Cap.(Rs cr) 13.30
Buy Price 23.05
Buy Qty 1.00
Sell Price 26.60
Sell Qty 10.00

Cil Securities Ltd. (CILSECURITIES) - Director Report

Company director report

Dear Members

Your Directors present the 26th Annual Report and the Audited Accounts forthe Financial Year ended 31st March 2015.

Financial Results

The Financial performance of the Company for the Financial Year ended 31stMarch 2015 is summarized below:

(Rs in Lacs)
Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
Total Revenue 502.47 325.44
Profit before Interest Depreciation & Tax 144.90 52.54
Profit before Depreciation and Tax 144.77 52.29
Depreciation 15.33 13.67
Profit Before Tax 129.24 38.62
Less: Provision for Tax (Net) 12.94 1.11
Profit After Tax 116.30 37.51
Add: Balance Brought Forward from the last year 1008.99 1004.49
Profit available for
Appropriation 1125.29 1042.00
Appropriations:
Proposed Equity Dividend 25.00 25.00
Tax on Dividend 5.00 4.25
Transfer to General Reserve 11.65 3.76
Balance carried forward to Balance sheet 1083.64 1008.99
Total Appropriations 1125.29 1042.00

The Company’s Profit after Tax is Rs. 116.30 Lacs (Previous Year Rs. 37.51 Lacs).The Board recommends transfer of a sum of Rs. 11.65 Lacs (Previous Year Rs. 3.76 Lacs) toGeneral Reserve.

DIVIDEND

Your Directors are pleased to recommend the payment of dividend on equity shares @ Rs.0.50 per share for the financial year ending 31-03-2015. The total dividend together withtax and surcharge there on amount to Rs.30.00 Lacs (Previous year Rs. 29.25 Lacs).

MARKET SCENARIO

The Financial Market was mainly positive during the FY 2014-15 as the markets werebuoyed up by a lot of factors that turned positive. The fact that most Financial Marketsacross the globe have been doing well over the past few quarters despite severalchallenging head-winds helped our markets remain cheerful for the better part of thefinancial year under review.

Our own internal factors have been quite significant too in keeping our markets verybuoyant in the recent times. The induction of the BJP led NDA Government being voted topower with an absolute mandate has been the most influential factor in helping ourFinancial & Capital Markets returning to buoyant times after almost 4 years ofprolonged struggling times. The Markets really made historic moves as the lead Indices onthe D-Street galloped to new life-time highs creating wealth for all types of Investors.The FY 2014-15 will be remembered in the annals of stock markets’ history as anrewarding one!

CHALLENGES REMAIN

Despite the optically visible rosy picture the markets’ path is froth with sternchallenges from various Domestic as well Global quarters. Firstly the very basicFundamentals with regard to the Economy continue to see several headwinds. The very basicgrowth factors measured in terms of GDP numbers remain subdued at barely above the 6%mark while the desired levels of 8%+ remain distantly evasive. The Inflation levels havecooled off but the Core Inflation levels on the Consumer Index still is not comfortingenough for the RBI to trigger aggressive growth measures like slashing Repo-Rates.

Some other functional deficiencies in Administrative issues & certain ContentiousTaxation Issues have also been spooking the markets at regular intervals. TheRetrospective Taxation issues that made debut in 2012 in the form of GAAR & hassomehow lingered around ever since has cropped again in the form of MAT claims oncertain FIIs resulting in an air of despondency amongst the FII fraternity extending thelist of serious market concerns. As such the worries posed by the Natural factors likethe probability of a poor Monsoon & the continued stress levels of the Rural Economywere causing serious enough concerns & hurting the markets’ sentiments adversely.

Despite the record levels of FOREX Reserves that can boast the Cross-Currencyfluctuations continue to hurt broader interests & is not entirely insulated from theperiodic jolts. The anomaly created by the Currency moves is constantly hurting theExporters (due to weaker Currencies of competing nations) on one hand while the weakeningRupee is threatening the prospective FDI & FII Inflows from developed Economicgeographies. Thus the predicaments of the Finance Ministry are getting accentuatedmaking them progress cautiously in pursing certain key Economic Reforms. However theGovernment’s efforts to push through the Reform process overcoming the legislativehurdles can be viewed in a positive light.

MARKET MOOD – COUTIOUSLY OPTIMISTIC

Despite the overwhelming list of concerns & niggling worries our markets present apicture of cautious optimism. Of course the euphoric fervor of the earlier quarters ofthis Financial Year have subsided considerably. Despite the fact that the leading Indicesthe NIFTY & SENSEX hit lofty levels at 9100+ & 30K+ respectively recorded in thefirst week of March the events over the next couple of months has resulted in bringingthese major Indices into a negative territory for the Calendar Year 2015. Indian Marketsslipped into the red even as most leading Global Markets were progressing handsomelyhitting either life-time Highs of multi-Decade Highest levels. This slump had beentriggered NOT due to the Economic issues but more due to the external factors that are inthe control of certain powers that be.

Despite all these hassles the Financial Streets do believe that it is just a matter oftime before we get our act together. Also the feeling that the Economy shall pick up pacein the due course is seldom lost amongst the players’ fraternity. The Long termgrowth fundamentals of our Economy & the remarkably high levels of entrepreneurshipspirits of our Corporate Entities is unquestionably liked by most leading GlobalInstitutional Investors. The remarkable maturity displayed by our Domestic Institutions inrecent times can be seen as a hugely positive take-away. Even the Mutual Fund fraternityseems to be now enjoying the confidence of a much larger sections of retail Investors. Therole of MF’s in the coming up times is most likely to be much more valuable. Theoutlook for the markets is certainly positive even if a bit cautiously.

SHARE CAPITAL

During the Financial Year 2014-15 the share capital of the Company has remainedunchanged

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in format MGT -9 for theFinancial Year 2014-15 has been enclosed with this report.

NUMBER OF BOARD MEETINGS

The Details of the number of meetings of the Board held during the Financial Year2014-15 forms part of the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 Shri K KMaheshwari and Shri Piyush

Modi retires by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for reappointment. During the year the following directors have resignedw.e.f the closure of business hours of 07.02.2015:

1. Shri M P Murhy

2. Shri V.B.Purnaiah

3. Shri Ram Nivas Joshi

Your Directors place on record their appreciation of the valuable contribution made bythe retired directors of your Company.

Shri Budhi Prakash Toshniwal has been appointed as the Additional Director of theCompany w.e.f 07.02.2015. His appointment has been ratified in the EGM held on 23rdMarch 2015 The Board on 7th Feb 2015 appointed Shri Govind Toshniwal asCompany Secretary of the Company.

The Members of the Company on 23rd March 2015 appointed Shri A K InaniDirector Finance of the Company as CFO of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

(including criteria for determining qualification positive attributesindependence of a director policy relating to remuneration for Directors Key ManagerialPersonnel and other employees)

Policy on Directors Appointment

Policy on Directors appointment is to follow the criteria as laid down under theCompanies Act 2013 and the listing agreement with Stock Exchanges and good corporatepractices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors Key Managerial Personnel and employees ofthe Company is that –

• Remuneration to Key Managerial Personnel Senior Executives Managers and staffis industry driven in which it is operating taking into account the performance leverageand factors such as to attract and retain quality talent.

• For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and Rules framed therein circulars and guidelines issued by CentralGovernment and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theIndependence stipulated in the aforesaid section

REMUNERATION RATIO OF THE DIRECTOS / KEY MANAGERIAL PERSONNEL

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration) Rules 2014 and Companies (Particulars of Employees) Rules1975 in respect of employees of the Company and Directors is furnished hereunder:

A) Ratio of remuneration of each Director to the median remuneration of all theemployees of your Company for the Financial Year 2014-15 as follows:

S.No Name Remuneration Paid in the FY 2014-15 in Rs. Ratio / Times per Median of employee remuneration
1 Shri Krishna Kumar Maheshwari 1397886 /- 6.33
2 Shri Piyush Modi 600000/- 2.72
3 Shri Ashok Kumar Inani 942464/- 4.27

The aforesaid details are calculated on the basis of remuneration for the financialyear 2014-15.

Median remuneration of the Company for all its employees is Rs 220667/- for theFinancial Year 2014-15.

B. Details of percentage increase in the remuneration of each Director and CFO andCompany Secretary in the Financial Year 2014-15 are as follows:

Name Designation Remuneration in Rs. Increase %
2014-15 2013-14
Shri Krishna Kumar Maheshwari Managing Director 1397886 /- 1395152/- 0.20
Shri Piyush Modi Whole Time Director 600000/- 600000/- 0.00
Shri Ashok Kumar Inani Director Finance/ CFO 942464/- 899343/- 4.80
Shri Govind Toshniwal Company Secretary 67002/- NA NA*

The remuneration to Directors is within the overall limits approved by theshareholders.

* For part of the current year only

C. Percentage increase in the median remuneration of all employees in the financialyear 2014-15:

Particulars 2014-15 2013-14 Increase / (decrease)%
Median remuneration of all employees per annum Rs. 220667/- Rs. 234918/- (6.06)

D. Number of permanent employees on the rolls of the Company as on 31stMarch 2015 are 26 and as on 31st March 2014 are 28.

E. Explanation on the relationship between average increase in remuneration and Companyperformance:

The Increase in average remuneration of all employees in the financial year 2014-15 ascompared to the financial year 2013-14 was 11.67%.

The Key indices of Company’s performance is as follows:

Amount in Lacs
Particulars 2014-15 2013-14 Growth %
Net Revenue from operations 502.47 325.44 54.40
Profit Before Tax and exceptional items 129.24 38.62 234.64
Profit After Tax 116.30 37.51 210.05

Your Company is committed in ensuring fair pay and a healthy work environment for allits employees. Your Company offers competitive compensation to its employees. The pay alsoincorporates external factors like cost of living to maintain concurrence with theenvironment. Internal equity is ensured by appropriate fitment at the time of the employeejoining a particular cadre and grade. The fixed pay for an employee depends on his/ herperformance against the objectives set for the year.

Thus there will be a positive correlation in the increase in remuneration of employeesand your Company’s performance however a perfect correlation will not be visiblegiven the dependency on the other factors.

F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of your Company:

The remuneration of Key Managerial Personnel increased by around 3.75% in 2014-15compared to 2013-14 whereas the Profit Before Tax and exceptional items increased by234.64% in 2014-15 compared to 2013-14.

G. Details of Share price and market capitalization:

The details of variation in the market capitalization and price earnings ratio as atthe closing date of the current and previous financial years are as follows:

Particulars As on 31st March 2015 As on 31st March 2014 Increase / Decrease %
Price Earnings ratio 14.14 9.36 51.09
Market Capitalisation (in Crores) 8.20 4.01 104.49

Comparison of share price at the time of first public offer and market price of theshare of 31st March 2015:

Market Price as on 31st March 2015 16.40
Price at the time of initial public offer in 1995 10.00
% increase of Market price over the prices at the time of initial public offer 64

Closing share price on BSE has been used for the above tables.

H. Comparison of average percentage increase in salary of employees other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:

Particulars 2014-15 2013-14 Increase %
Average Salary of all the Employees (Other than KMP) 311513 /- 219255/- 42.01
Salary of Key Managerial Personnel Managing Director 1397886/- 1395152 0.20
Whole Time Director 600000/- 600000/- 0.00
Director Finance / CFO 942464/- 899343/- 4.80
Company Secretary 67002/- -- NA

The increase in remunerations of employees other than the managerial personnel is inline with increase in remuneration of managerial personnel

I. Key parameters for the variable component of remuneration paid to the Directors:

The key parameters for the variable component of remuneration to the Directors aredecided by the Nomination and Remuneration Committee in accordance with the principleslaid down in the Nomination and Remuneration Policy.

J. There are no employees of the Company who receive remuneration in excess of thehighest paid Director of the Company.

K. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of theCompany.

REPLY TO AUDITOR’S OBSERVATIONS: STATUTORY AUDITOR’S REPORT

The observations made in the Statutory Auditor’s Report read together with therelevant notes thereon are self explanatory and hence do not call for any comments.

SECRETARIAL AUDITOR’S REPORT

1) Appointment of KMP as per Companies Act 2013 was complied within the Financial Yearafter identification of proper person by the Board.

2) Considering broad based circulation of information through stock exchange thesewere intimated within the stipulated time frame. However the board has noted for otherregulatory requirements

STATUTORY AUDITORS

M/s. Ramkishore Jhawar & Associates Statutory Auditors of the Company holdoffice until the conclusion of 28th Annual General Meeting. The Company hasreceived a letter from them to the effect that their appointment if made would be withinthe prescribed limits under Section 141(3)(g) of Companies Act 2013. Accordingly the saidAuditors can be reappointed as Statutory Auditors of the Company at the ensuing AnnualGeneral Meeting.

INTERNAL AUDIT

Raju and Prasad Chartered Accountants Hyderabad are the internal auditors of theCompany.

SECRETARIAL AUDIT

According to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed as a partof this report

WHISTLE BLOWER / VIGIL MECHANISM POLICY

In pursuance to the provisions of section 177 of the Companies Act 2013 and clause 49of the Listing Agreement a Vigil Mechanism for Directors and Employees to report genuineconcerns has been established. The Policy has been uploaded on the website of the Company.

RELATED PARTY TRANSACTIONS

Related Party transactions that were entered during the Financial Year were on anArm’s Length Basis and were in the Ordinary Course of Business. There were nomaterially significant related party transactions with the Company’s PromotersDirectors Management and their relative which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal course of business are periodically placed before the Audit Committee for itsomnibus approval. The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act. 2013and rules thereunder and the Listing Agreement. This policy was considered and approved bythe Board and has been uploaded on the website of the Company.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given loans guarantee or provided securities. However particularsof investments made is provided in Notes to Financial Statements in Note no. 9.

LISTING ARRANGEMENTS

The Company’s shares are listed on BSE LIMITED.

The Company has paid up to date annual listing fee of the Stock Exchange

PUBLIC DEPOSITS

During the year under review the Company has not accepted any public deposits.

INTERNAL COMPLAINTS COMMITTEE

The Company has formed Internal Complaints Committee as per the provision of SexualHarassment Act (The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 wherein it mandates for every workplace and every employer in chargeof a work place with more than 10 workers to constitute an Internal Complaints Committeeas prescribed under the Act for receiving complaints of sexual harassment.

The Company has not received any complaints

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.

INSURANCE

Adequate Insurance cover has been taken for properties of the Company includingBuildings Computers Office Equipments Vehicles etc.

STATUTORY INFORMATION

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo Information under Section 134(3)(m) of the Companies Act 2013.

The Company is not required to furnish information in Form A under the head‘Conservation of Energy’ under Companies (Disclosure of Particulars in theReport of Board of Directors) Rules 1988.

The Company uses electric energy for its equipments such as air conditioners computerterminals lighting and utilities in the work premises. All possible measures have beentaken for economic consumption and to conserve the same. Technologically updated UPSSystems have also been installed for proper service support.

During the year under review the Company does not have any Foreign Exchange earningshowever the Company has foreign spendings and spending are fully reimbursed. Hence is notimpacting the Financials.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India ispresented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state that(a)in the preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; (b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period; (c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) the directors had prepared the annual accountson a going concern basis; and (e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively. (f) the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance.Your Directors affirmed to the requirements set out in the Listing Agreement with theStock Exchanges and have implemented all the stipulations prescribed.

The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges forms part of the Annual Report.

The requisite certificate from the Auditors of the Company M/ s Ramkishore Jhawar& Associates confirming compliance with the conditions of Corporate Governance asstipulated under the aforesaid Clause 49 is annexed to this Report. A Cash Flow Statementfor the Financial Year 2014-15 of the Company is attached to the Balance Sheet.

DEPOSITORY SYSTEM

The Company’s shares are available for trading in depository systems of both theNational Securities Depository Limited (NSDL) and the Central Depository Services IndiaLimited (CDSL).

As on 15th May 2015 a total of 4861309 Equity shares of the Companywhich forms 97.23% of the Share Capital of the Company stands dematerialized.

DEVELOPMENT AND IMPLEMENTAION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided in this report in Management discussions andAnalysis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its appreciation for the extendedco-operation and assistance rendered to the Company and acknowledge with gratitude thecontinued support and cooperation extended by the investors clients business associatesand bankers. The regulatory authorities have also put Indian Capital market on par withother international Markets. Your Directors also acknowledge the full fledged cooperationand dedicated efforts put in by the employees across all levels in the organization andplace on record its appreciation for the services rendered.

By Order of the Board of Directors of CIL Securities Limited
K.K. Maheshwari A K Inani
Managing Director Director Finance /CFO
DIN:00223241 DIN: 00223069
Registered office
214 Raghava Ratna Towers
Chirag Ali lane Abids
Hyderabad-500 001
Place: Hyderabad
Date: 16.05.2015

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014.

REGISTRATION & OTHER DETAILS:

1. CIN L67120TG1989PLC010188
2. Registration Date 29/06/1989
3. Name of the Company CIL Securities Limited
4. Category/Sub-category of the Company Public Listed Company/ Limited by shares
5. Address of the Registered office & contact details 214 Raghava Ratna Towers Chirag Ali Lane Abids Hyderabad Telangana 500001
Telephone - 040 2320 2465 Fax Number - 040 23203028
Email Address : advisors@cilsecurities.com
6. Whether listed company Yes Listed in Bombay Stock Exchange
7. Name Address & contact details of the Registrar & Transfer Agent if any. In House 214 Raghava Ratna Towers Chirag Ali Lane Abidshyderabad Telangana 500001

I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

S.No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 Security Dealing Activities 6599 86.50%

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -NA

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Total shareholding as a percentage of total number of shares Shares Pledged or otherwise encumbered
Category code Category of Share holder Number of Share holders Total number of shares Number of shares held in dematerialized form As a percentage of(A+B)1 As a percentage of (A+B+C) Number of shares As a percentage
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100
(A) Shareholding of Promoter and Promoter Group2
1 Indian - - - - - - -
(a) Individuals/Hindu Undivided Family 5 3335850 3335850 66.72 66.72 0 0.00
(b) Central Government /State Government(s) - - - 0.00 0.00 - 0.00
(c) Bodies Corporate 2 230151 230151 4.60 4.60 0 0.00
(d) Financial Institutions/ Banks - - - 0.00 0.00 - 0.00
(e) Any Others(Specify) - - - 0.00 0.00 - 0.00
Sub Total(A)(1) 7 3566001 3566001 71.32 71.32 0 0.00
2 Foreign
a Individuals (Non-Residents Individuals/Foreign Individuals) - - - 0.00 0.00 - 0.00
b Bodies Corporate - - - 0.00 0.00 - 0.00
c Institutions - - - 0.00 0.00 - 0.00
d Any Others(Specify) - - - 0.00 0.00 - 0.00
Sub Total(A)(2) 0 0 0 0.00 0.00 0 0.00
Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 7 3566001 3566001 71.32 71.32 0 0.00
(B) Public shareholding
1 Institutions
(a) Mutual Funds/ UTI - - - 0.00 0.00 - 0.00
(b) Financial Institutions / Banks - - - 0.00 0.00 - 0.00
(c) Central Government/ State Government(s) - - - 0.00 0.00 - 0.00
(d) Venture Capital Funds - - - 0.00 0.00 - 0.00
(e) Insurance Companies - - - 0.00 0.00 - 0.00
(f) Foreign Institutional Investors - - - 0.00 0.00 - 0.00
(g) Foreign Venture Capital Investors - - - 0.00 0.00 - 0.00
(h) Any Other (specify) - - - 0.00 0.00 - 0.00
Sub-Total (B)(1) - - - 0.00 0.00 - 0.00
B 2 Non-institutions
(a) Bodies Corporate 30 647307 641707 12.95 12.95 - 0.00
(b) Individuals - - - 0.00 0.00 - 0.00
I Individuals -i. Individual share holders holding nominal share capital up to Rs 1 lakh 947 453328 319737 9.07 9.07 - 0.00
II ii. Individual share holders holding nominal share capital in excess of Rs.1 lakh. 8 260228 260228 5.20 5.20 - 0.00
(c) Any Other (NRI’S) 6 72636 72636 1.45 1.45 - 0.00
(c-i) Directors and their relatives 1 500 500 0.01 0.01 - 0.00
(c-ii) Clearing Member 0 0 0 0.00 0.00 - 0.00
Sub-Total (B)(2) 992 1433999 1294808 28.68 28.68 - 0.00
(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 992 1433999 1294808 28.68 28.68 - 0.00
TOTAL (A)+(B) 999 5000000 4860809 100.00 100.00 - 0.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
1 Promoter and Promoter Group - - - - 0.00 - 0.00
2 Public - - - - 0.00 - 0.00
Sub-Total (C ) 0 0 0 - 0.00 - 0.00
GRAND TOTAL (A)+(B)+(C) 999 5000000 4860809 100.00 0 0.00

B) Shareholding of Promoter

Shareholding At The Beginning Of The Year Shareholding At The End Of The Year
S.No. Shareholder’s Name No. Of Shares % Of Total Shares Of The Company %Of Shares Pledged / Encumbered To Total Shares No. Of Shares % Of Total Shares Of The Company %Of Shares Pledged/ Encumbered To Total Shares %Change In Shareholding During The Year
1 Gita Devi Maheshwari 1198550 23.97 - 1198550 23.97 - 0%
2 Krishna Kumar Maheshwari 1072700 21.45 - 1072700 21.45 - 0%
3 Pramila Maheshwari 521000 10.42 - 768500 15.37 - 4.95%
4 Ramkrishna Maheshwari [Huf] 246100 4.92 - 246100 4.92 - 0%
5 Cil Commodities (P) Ltd 125000 2.50 - 125000 2.50 - 0%
6 Cil Industries Limited 105151 2.10 - 105151 2.10 - 0%
7 Vidhi Maheshwari 50000 1.00 - 50000 1.00 - 0%

C) Change in Promoters' Shareholding (please specify if there is no change)

Share holding Cumulative Share holding during the year
Share holder’s Name No.of shares at the beginning (01.04.2014) /end of the year (31.03.2015) % of total shares of the company Date Increase/ Decrease in Shareholding Reason No. of shares % of total shares of the company
Pramila Maheshwari 521000 10.42% 11.04.2014 247500 Acquisition 768500 15.37%
768500 15.37%

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors Promoters and Holders of GDRs and ADRs):

Share holding Cumulative Shareholding during the year
SN Share holder’s Name No. of shares at the beginning (01.04.2014) /end of the year (31.03.2015) % of total shares of the company Date Increase/ (Decrease) in share holding Reason No. of shares % of total shares of the company
1 Canara Securities Limited 700408 14.01% 11.04.2014 (137110) Sale 563298 11.27%
563298 11.27%
2 Gita Finvest Private Limited 110390 2.21% 11.04.2014 (110390) Sale 0 0%
0 0
3 Shobha 84100 1.68% 84100 1.68%
84100 1.68%
4 Integrated Financial Services Limited 60000 1.20% 13.02.2015 (901) Sale 59099 1.18%
59099 1.18%
5 Seema Jain 57527 1.15% 18.04.2014 200 Purchase 57827 1.16%
53508 1.07% 25.04.2014 100 Purchase 57827 1.15%
02.05.2014 (300) Sale 57527 1.15%
19.09.2014 (10) Sale 57517 1.13%
14.11.2014 (950) Sale 56567 1.12%
05.12.2014 (498) Sale 56069 1.10%
12.12.2014 (915) Sale 55154 1.10%
16.01.2015 (369) Sale 54785 1.08%
23.01.2015 (1002) Sale 53783 1.07%
06.02.2015 (200) Sale 53583 1.07%
20.03.2015 (65) Sale 53518 1.07%
27.03.2015 (10) Sale 53508 1.07%
6 Benny Mathew (Non Resident Indian) 20000 0.40% 19.09.2014 10000 Purchase 30000 0.60%
28.11.2014 12000 Purchase 42000 0.84%
05.12.2014 8000 Purchase 50000 1.00%
12.12.2014 3000 Purchase 53000 1.06%
19.12.2014 2000 Purchase 55000 1.10%
56000 1.12% 09.01.2015 1000 Purchase 56000 1.12%
7 Y Madana Mohana Rao 51197 1.02% 51197 1.02%
51197 1.02%
8 Shailendra Kumar 48864 0.98% 09.05.2014 (5488) Sale 43376 0.87%
0 0% 16.05.2014 (510) Sale 42866 0.86%
30.05.2014 (2328) Sale 40538 0.81%
11.07.2014 (2889) Sale 37649 0.75%
18.07.2014 (1932) Sale 35717 0.71%
12.09.2014 (55) Sale 35662 0.71%
19.09.2014 (11081) Sale 24581 0.49%
10.10.2014 (1402) Sale 23179 0.46%
21.11.2014 (9740) Sale 13439 0.27%
28.11.2014 (13439) Sale 0 0%
9 Sudharshan Bajaj 18698 0.37%
18698 0.37% 18698 0.37%
10 Snehalatha Singhi 14395 0.29%
14395 0.29% 14395 0.29%
11 Rukmani Gautam 3932 0.08% 11.07.2014 9821 Purchase 13753 0.28%
6050 0.12% 31.03.2015 7703 Sale 6050 0.12%
12 Sanket Taran 13140 0.26% 13140 0.26%
13140 0.26%
13 Susheela Narasimha 0 0% 30.08.2014 12601 Purchase 12601 0.25%
12601 0.25%
14 Sykes & Ray Equities 0 0% 27.06.2014 12497 Purchase 12497 0.25%
0 0% 30.08.2014 (12497) Sale 0 0%
15 Bala Ram Gautam 3275 0.07% 27.06.2014 4655 Purchase 7930 0.16%
9380 0.19% 30.08.2014 1450 Purchase 9380 0.19%
16 Bansi Chetan Shah 4006 0.08% 26.12.2014 2328 Purchase 6334 0.13%
6194 0.12% 31.03.2014 (140) Sale 6194 0.12%
17 Satish Narang 5000 0.10% 5000 0.10%
5000 0.10%
18 Vedasai Finance and Consultants Limited 4900 0.10% 4900 0.10%
4900 0.10%
19 Sunil Kumar Chatakonda 3000 0.06% 3000 0.06%
3000 0.06%
20 Abhay Kumar Jain 2500 0.05% 2500 0.05%
2500 0.05%
21 Sachin Kumar Jakhodia 2500 0.05% 2500 0.05%
2500 0.05%
22 Manojkumar Pandala 2400 0.05% 2500 0.05%
2400 0.05%
23 Dilip Malpani 2000 0.04% 2000 0.04%
2000 0.04%
24 Rama Malpani 2000 0.04% 2000 0.04%
2000 0.04%
25 JNS Vara Prasad 2000 0.04% 2000 0.04%
2000 0.04%
26 Inder Narain 2000 0.04% 2000 0.04%
2000 0.04%

G) Shareholding of Directors and Key Managerial Personnel:

Share holding Cumulative Shareholding during the year
SN Share holder’s Name No. of shares at the beginning (01.04.2014) /end of the year (31.03.2015) % of total shares of the company Date Increase/ Decrease in Share holding Reason No. of shares % of total shares of the company
1 Piyush Modi 500 0.01%
500 0.01% 500 0.01%
2 Krishna Kumar 1072700 21.45% 1072700 21.45%
Maheshwari 1072700 21.45%
3 Pramila 521000 10.42% 11-04-2014 247500 Acquisition 768500 15.37%
Maheshwari 768500 15.37%

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment. NA

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Name of MD/WTD/ Manager
SN. Particulars of Remuneration Krishna Kumar Maheshwari Piyush Modi A.K.Inani Total Amount
1 Gross salary 1316780 600000 942464 2859244
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - - -
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 81106 - - 81106
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission- as % of profit- others specify… - - - -
5 Others please specify - - - -
Total (A) 1397886 600000 942464 2940350
Ceiling as per the Act Within Limits

B. Remuneration to other directors

Name of Directors
SN. Particulars of Remuneration Budhi Prakash Toshniwal Feroz Russi Bhote Matam Prabhanjana Murthy Vemulapalli Basava Purnaiah Pramila Maheshwari Ramnivas Joshi Total Amount
1 Independent Directors - - - - -
Fee for attending board committee meetings - 36000 36000 36000 - 12000 120000
Commission - - - - - - -
Others please specify (Conveyance) - 9000 9000 9000 - 3000 30000
Total (1) - 45000 45000 45000 - 15000 150000
2 Other Non-Executive Directors - - - - - -
Fee for attending board committee meetings - - - - 20000 - 20000
Commission - - - - - - -
Others please specify (conveyance) - - - - 5000 - 5000
Total (2) - - - - 25000 - 25000
Total (B) =(1+2) - 45000 45000 45000 25000 15000 175000
Total Managerial Remuneration - - - - - - 175000
Overall Ceiling as per the Act Within Limits

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel
Govind Toshniwal CEO CS CFO Total
1 Gross salary (for a part of a year) - 67002 - -
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - - -
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit - - - -
others specify… - - - -
5 Others please specify - - - -
Total - 67002 - -

VI PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NA

Form No. MR-3 SECRETARIALAUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

CIL SECURITIES LIMITED.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by CIL Securities Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on March 31 2015 complied withthe statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by the Company for the financial year endedon March 31 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (Not applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(VI) The Company is a registered member of NSE and BSE apart from having DPconnectivity with CDSL. From time to time there were inspection of books accountsrecords of the company by the above said authorities and the observations given there onhave also been complied with by the Company.

(VII) The Company is a registered as Category I Merchant Banker and Registrar and ShareTransfer Agents with SEBI. From time to time there were inspection of books accountsrecords of the company by the above said authority and the observations given there onhave also been complied with by the Company.

(VIII) Other applicable laws including the following:

a) The Payment of Gratuity Act 1972

b) Competition Act 2002

c) Employees Provident Fund and Miscellaneous Provisions Act 1952

d) Employees State Insurance Act 1948

e) Income Act 1961

f) Indian Stamp Act 1899

g) Maternity Benefit Act 1961

h) Minimum Wages Act 1948

i) Payment of Bonus Act 1965

j) Payment of Wages Act 1936

k) Shops and Establishments Act 1948

l) The Finance Act 1994

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India tothe extent applicable under the Companies Act 2013 (Not applicable since notified andeffective from 1st July 2015)

(ii) The Listing Agreements entered into by the Company with BSE Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except to the extent asmentioned below:

1. The Company has appointed KMP during the Financial Year.

2. The Company has intimated notice of Board meeting and General Meetings andits quarterly results and notice of book closure and record date only to the stockexchange.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting Board members’ views ifany are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. We further report that duringthe audit period the company has no specific events / actions having a major bearing onthe company’s affairs in pursuance of the above referred laws rules regulationsguidelines standards etc. referred to above.

Place: Hyderabad DWARAKA PRASAD ASAWA
Date : 16.05.2015 ACS:20636 CP NO: 7546

This report is to be read with our letter of even date which is annexed as AnnexureA and forms an integral part of this report.

‘Annexure A’

To

The Members

CIL SECURITIES LIMITED.

Our report of even Date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness and with which the management hasconducted the affairs of the company.

Place: Hyderabad DWARAKA PRASAD ASAWA
Date : 16.05.2015 ACS:20636 CP NO: 7546

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