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CNI Research Ltd.

BSE: 512018 Sector: Media
NSE: N.A. ISIN Code: INE135H01029
BSE LIVE 15:40 | 02 Dec 2.26 -0.38
(-14.39%)
OPEN

2.52

HIGH

2.69

LOW

2.15

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.52
PREVIOUS CLOSE 2.64
VOLUME 93694
52-Week high 7.20
52-Week low 2.15
P/E
Mkt Cap.(Rs cr) 25.94
Buy Price 2.31
Buy Qty 2000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.52
CLOSE 2.64
VOLUME 93694
52-Week high 7.20
52-Week low 2.15
P/E
Mkt Cap.(Rs cr) 25.94
Buy Price 2.31
Buy Qty 2000.00
Sell Price 0.00
Sell Qty 0.00

CNI Research Ltd. (CNIRESEARCH) - Director Report

Company director report

To

The Member

The Directors have pleasure in presenting herewith the Thirty Third Annual Report ofthe Company together with Audited Accounts for the year ended 31st March 2015.

FINANCIAL HIGH LIGHTS:

Particulars 2014 -15 2013 - 14
Rs. Rs.
Total Income 241292643 31176002
Profit/(loss) before Depreciation 12601730 354155
Less: Depreciation & Amortization 48815 256438
Profit / (Loss) before tax 12650545 97717
Provision for tax net off Differed Tax 2532345 - 46699
Earlier Tax provisions written back -1580 1570105
Profit/(Loss) after Taxation 10119780 1714522

Your company has returned on growth path and looking to execute its expansion plans.

This is well known fact that 90% of the retail investors had deserted capital market asthey were finding trading in commodity and currency easier with less amount of marginrequirement. The absence of physical settlement had reduced equity to piece of paper. Thevolatility has increased many folds. The equity market made new highs the area ofoperations was dominated by FII and DII etc. and it was restricted to only Nifty andSensex stocks. FIIs now own 23% of Sensex and Nifty stock and hence there is noalternative to them to remain bullish in India

Your Company was accurate in predicting Nifty/Senses behavior which was based on yourCompany's Research capabilities.

After BJP win the confidence has started re-surfacing. Even Global recovery is helpingIndian Stock Markets to reach new levels. RBI has started cutting rates which shouldcontinue for next 18 months. We expect return of retail investors soon which occurs wellfor your company.

Your Company's research has been well accepted by FIIs and overseas investors. YourCompany's research is also helping members create wealth.

1200 odd companies are still suspended from trading 2500 odd companies are in illiquidcategory and 800 are in trade to trade. This makes the equity investments and trading morechallenging. Exit from such dead investments can raise investor's confidence alarmingly.

Your management's vision and perception has not changed. We still hold that Sensex41000 is not a dream. In fact with lower retail ownership the hurdles in such targets willbe very low. We expect even to see Sensex crossing 45000 in next 3 years. Even others havestarted following CNI Research as they have started giving Sensex target of 54000 55000& 58000 which is far in excess of CNI targets set last year.

We expect good times to return and next four years will be good for market.

We could not implement the business restructuring plans in last few years as theenvironment of business is continuously shrinking post LEHMAN issue and global economiesare not responding

to the changing environment. Those who tried to expand with leveraged debts are facingdifficult challenges and going through the most difficult phase of their business. Most ofdebt ridden companies were not taken kindly by investors. Your company is still debt free.As reported last year some investors and promoters did infuse funds in the company thoughthe same was not up to the mark. Your company may raise further funds to capitalize thegrowing capital market and growth opportunities.

FATE OF ACHIEVEMENT:

Your company which has strategic partnerships with the best global agencies in theworld has been chosen for the prestigious award "Rashtriya Udyog Ratna Award"and "Quality Brand" from Council for Economic Growth and Research (CEGR) forcompany's outstanding contribution to society and to the nation. The fact that yourcompany's content has been picked by NY times FT USA clearly suggests that the quality ofthe content is world class. Your company has been invited by many international rating andperformance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of researchis yet to be exploded in real context. Your Company has been rated among one of the bestRESEARCH firm by another US based research firm.

Your Company is the only non broker professional research firm duly registered withSEBI hence stands out on its own.

Even with regard to the research your company ranked no 1 in India as it hasmaintained 95% strike rate in calls generated in A group investment and trading. Theperformance of your company is exhibited on the home page of the website of your companywww.cniglobalbiz.com. Your company maintained consistency in the performance even theequity markets are swinging 10% every time.

The continued association of all global agencies along with fresh addition to ties upslike ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality andbrand of your company. Your company is now extending tie up in Europe.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financialsector is performing very well and to achieve faster growth our financial sector wouldhave to be wider in the sense that small companies should be given an opportunity to growby providing them with the finance.

The company has entered into a content sharing agreement with Thompson Reuters CapitalIQ a division of Standard & Poor's Dow Jones Factiva a division of Dow Jones andTheMarkets.com division of Standard and Poor USA Blue Matrix and ISI Emerging markets UKand Bloomberg for providing content and research on small and mid cap companies. This hashelped the company to build its brand and make it an international brand.

Time is changing very fast and the idea of setting first of its kind of research houseis finding wide acceptance globally.

Your company had also entered into high growth area such as investment banking andother financial solutions which are incidental to the core business of your company. Yourcompany is now looking as fund based activities which can boost top line and bottom lineof your company.

RISK:

Global markets recovered to all time high and even FED felt that QE needs to be eased.At the same time India is stepping out on growth. High leverage of FII to equity anddiversion of investors to commodity and currency has killed the depth in Indian equitymarket. The policy makers persisted with FII favored policies which increased thevolatility to the highest level in India. Investors are still not ready to return tocapital market. So long as this will remain in the current state we do not think that thebroad base entry of retail investors can be seen Indian terrain. We hope some measureswill be announced to bring back retail investors. Even Government of India is unable tosell its Shares of PSU companies to retail investors.

The Ups and Downs of capital market has direct bearing on the revenue of the companyand to counter the same your company has made sizable investments out of the currentprofits which are profitable. It was prudently decided by the management to invest intechnology investment opportunities instead of creating physical assets at this juncture.It has also checked the costs which will protect the business even in slum times. Ininternet business managing rising costs becomes a key subject of interest for investorsas they add employees and build up their infrastructures to support both expansion andambitious innovation agendas.

TRANSFER TO RESERVES:

During the year under review Rs. 54719780/- amount has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence your directors not yet recommendeddividend for the year under review. Your Company has rewarded members with good bonustrack record and may continue its trend in future.

CAPITAL STRUCTURE:

The Board of Directors of the Company has allotted 50000000 Equity shares pursuantto conversion of warrants into Equity shares. As on date the paid up share capital of theCompany is 114804500

The details of Authorised Capital Subscribed Capital & Paid up Capital is asunder:-

Particulars 2014-15 2013-14
Rs. Rs.
Authorised Capital 120000000 100000000
Subscribed & Paid up Capital 109404500 64804500

DEPOSITS:

During the period under review your Company has not accepted/renewed any deposits.

DIRECTORS

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the company Mrs. Sangita Kishor Ostwal is liable to retire by rotation andbeing eligible offers himself for reappointment.

Also the Board of Directors of the Company appointed Mr. Mehul Yadunandan Desai as anAdditional Independent Director of the Company in the Board at the meeting held on 30thJuly 2015 under Section 161 of the Companies Act 2013 who holds office up to the date ofthis Annual General Meeting. Subject to approval of members the Company has received anotice along with requisite deposit from a member of the Company under Section 160 of theCompanies Act 2013 proposing his candidature for the office of independent Director fora period of five year consecutive years effective from the date the date of appointment bythe Board i.e. from 30th July 2015 to 29th July 2020. The Board recommends herappointment.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet criteria independence as prescribed under section 149(6) of theCompanies Act 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:-

A calendar of meeting is prepared and circulated in advance to the Directors. Duringthe year Seven Board Meetings and four Audit Committee Meetings were convened and held.The details of which are given as under:

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. April 26 2014 1. April 26 2014
2. June 11 2014 2. August 12 2014
3. July 10 2014 3. November 7 2014
4. July 24 2014 4. January 28 2015
5. August 12 2014
6. November 7 2014
7. January 28 2015
8. March 23 2015

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchangesthe Company has complied with all the provisions of Corporate Governance and a report oncorporate governance is annexed hereto and forms part of this report. A certificate fromAuditors of the Company regarding compliance of Corporate Governance as stipulated underClause 49 of the Listing Agreement is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required underClause 49 of the Listing Agreement is presented in a separate section forming part of theAnnual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE :-

During the period under review your company doesn't received any such kind of orderfrom the regulator or Courts or Tribunals

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:-

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standards operating procedures. TheCompany's internal control system is commensurate to the size scale and complexities ofits Operations.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:-

During the period under review your Company doesn't have any Subsidiary Associatesand Joint Venture.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:-

During the period under review your Company doesn't have any Subsidiary Associatesand Joint Venture

STATUTORY AUDITORS

M/s. N.K Jalan & Co Chartered Accountants Statutory Auditors of the Company holdoffice up to 35th Annual General Meeting and are eligible for re-appointment. The Companyhas received a letter from them to the effect that they are willing to continue asStatutory Auditors and if re-appointed their re-appointment would be within the limitsprescribed under Section 139 of the Companies Act 2013 and they are not disqualified frombeing appointed as Auditors.

AUDIT COMMITTEE:-

During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently Three Committees on our Board which are asfollows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and remuneration Committee

Details of all the aforementioned committees along with their charters Composition andmeetings held during the year are provided in the Report on Corporate Governance .

REVIEW OF AUDITOR'S REPORT

Your Directors are pleased to inform you that the Statutory Auditors of the Companyhave not made any adverse or qualified remarks in their audit report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report received from M/s. Mayur More & Associates Practicing CompanySecretaries is appended as Annexure - II and forms part of this report.

STATUTORY COMPLIANCE:

The Board and the Compliance Officer have ensured compliances of the SEBI regulationsand provisions of the Listing Agreement. Compliance certificates are obtained and theBoard is informed of the same.

EXTRACT OF THE ANNUAL RETURN:-

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report is forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):-

During the year under review provision of Corporate Social Responsibility (CSR) Rulehas not applicable to your company.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors in the case of a listed company 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 proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

VIGIL MECHANISM:-

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.cniglobalbiz.com under investors/policy documents/Vigil Mechanism Policy link.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors senior Management and theirremuneration.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website www.cniglobalbiz.com.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:-

During the period under review your company doesn't have any transaction relating toloans guarantee or investments under section 186

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the period under review your company doesn't have Contract or arrangementreferred to in sub- section (1) of section 188 of the Companies Act 2013 includingcertain arms length transactions

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is engaged in the service industry the Company does not consumesubstantial energy. It is the policy of the management to keep abreast of technologicaldevelopments in the field in which the company is operating and to ensure that the Companyuses the most suitable technology. During the year the Company had earned Rs. 22901/-(US $ 379.67) in the form of Royalty for sale of research reports. There is nooutgoing in the form of foreign exchange. This does not include payments received fromoverseas partners and customer directly in Indian rupees.

The report in the prescribed format is given Annexure-I

MANAGERIAL REMUNERATION:-

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

During the period under review not applicable to your company

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

During the period under review No employee (s) fall under Rule 5(2) the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report.

During the period under review No Director (s) of the Company except Mr. Kishor P.Ostwal Managing Director and Mrs. Sangita Kishor Ostwal Whole Time Director of theCompany drawing remuneration

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 toBSE Limited where the Company's shares are listed.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank its channel partners all employeesanalysts economists company secretary registrar depository exchange authorities andbankers who were instrumental in improving the operations of the company.

sd/-
For and on behalf of Board
Place: Mumbai Kishor P. Ostwal Mayur Shantilal Doshi
Date: 22nd August 2015 Managing Director Director

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