To the Members
Your Directors have pleasure in presenting before you the Twenty Eighth Annual Reporttogether with the Audited Statements of Accounts for the year ended 31st March 2017.
During the year your company has earned a gross income of Rs.1170.38 lakhs as againstRs.939.42 lakhs in the previous year. Under Stock Broking your company has a mix ofinstitutional and individual clients and has achieved a turnover of Rs.6091.17 croreduring the year. Your company also provides Depository services to institutions and retailcustomers and has 45512 accounts under DP operations and 25444 accounts under brokingoperations. Your company reported a net profit of Rs.530.95 lakhs during the year 2016-17as against a net profit of Rs.275.52 lakhs in the previous year as under:
Rs. In lakhs
|Particulars ||2016-17 ||2015-16 |
|I Revenue from Operations ||920.21 ||718.96 |
|II Other Income ||250.17 ||218.56 |
|Interest on Income tax refund due ||0.00 ||1.90 |
|III Total Revenue ||1170.38 ||939.42 |
|IV EXPENSES || || |
|Employee Benefit expenses ||376.68 ||368.38 |
|Depreciation & Amortization expenses ||52.81 ||60.00 |
|Finance Cost ||80.70 ||11.39 |
|Other Expenses ||194.30 ||199.19 |
|Bad debts written off ||0.00 ||98.28 |
|Total expenses ||704.49 ||737.24 |
|Profit Before Provisions prior period adjustments and Tax ||465.89 ||202.18 |
|Provisions made ||1.26 ||6.24 |
|Reversal of Provisions ||(3.27) ||(98.57) |
|V Profit Before prior period adjustments and Tax ||467.90 ||294.51 |
|VI Prior Period adjustments ||5.86 ||3.25 |
|VII Profit Before Tax ||462.04 ||291.26 |
|VIII Tax Expenses - Current ||0.00 ||0.00 |
|- Deferred ||0.00 ||11.36 |
|- Prior years ||29.01 ||26.91 |
|IX PROFIT/(LOSS) for the period from continuing operations ||433.03 ||252.99 |
|X PROFIT/(LOSS) for the period from discontinuing operations ||97.92 ||22.53 |
|XI Tax expenses of discontinuing operations ||0.00 ||0.00 |
|XII PROFIT/(LOSS) from discontinuing operations after tax ||97.92 ||22.53 |
|XIII PROFIT/(LOSS) for the period ||530.95 ||275.52 |
|XIV Add: Balance brought forward from Previous Year ||466.81 ||191.29 |
|XV Balance carried to Balance Sheet ||997.76 ||466.81 |
|XVI Earnings Per Share - Basic & Diluted ||1.20 ||0.62 |
As your Company's profits are not adequate for the reserves to be ploughed back toimprove the networth your Directors do not recommend any dividend for the year 2016-17.
The Board of Directors met four times during the year on 05.05.2016 06.08.201610.11.2016 & 08.02.2017.
Directors and Key Managerial Personnel :
Shri. M Nagarajan General Manager Indian Bank was co-opted as an Additional Directoron the Board of the company (nominee of Indian Bank) with effect from 06.08.2016 in placeof Shri. V Gopal General Manager Indian Bank who has resigned from the Board on histransfer to Ghaziabad as Zonal Manager Indian Bank. At the annual general meeting held on27.09.2014 the existing Independent Directors i.e. Shri T M Nagarajan Shri P MVenkatasubramanian Shri G R Sundaravadivel & Smt. Chitra Murali were appointed asIndependent Directors under the provisions of the Companies Act 2013 for a fixed term offive years and they will hold the office till the conclusion of 30th annual generalmeeting. They are not liable to retire by rotation. In the opinion of the Board theIndependent Directors fulfill the conditions specified in the Companies Act 2013 and therules made there under and are independent of the management. Shri M S Vaidyanathan VicePresident & Company Secretary and Compliance Officer (Senior Manager Indian Bank ondeputation to the company) has been relieved from the company with effect from 30.11.2016on his retirement from the services of Indian Bank on superannuation. Shri K S SujayChief Financial Officer was appointed as the Compliance Officer of the company till theappointment of a Company Secretary and Compliance Officer in place of ShriM SVaidyanathan. On 24.05.2017 Smt. S.S.Deepthi(M.No.A43814) was appointed as CompanySecretary & Compliance Officer of the company.
Your Directors place on record their appreciation for the valuable contributions madeby Shri V Gopal General Managerduring histenure as Director of the Company.
Retirement of Directors by rotation:
The Company's Board consists of 4 Independent Directors who were appointed for a fixedterm of 5 years are not liable to retire by rotation as per Section 149(13) of theCompanies Act 2013. The Whole-time Director who was appointed for fixed tenure cannotretire by rotation.
At the Annual General Meeting Shri A S Rajeev Director retire by rotation and beingeligible offer himself for reappointment.
Declaration from Independent Directors on Annual Basis:
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).
Your Company has no subsidiary Companies as on March 31 2017.
The Company has established a vigil mechanism called Whistle-blower Policy for itsdirectors and employees to report genuine concerns pursuant to the provisions of section177(9) & (10) of the Companies Act 2013 and as per Regulation 22 of SEBI (LODR)Regulations 2015. The details of the Whistle-blower Policy is explained in the CorporateGovernance Report and also posted on the website of the Company
Director's Responsibility Statement:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that: a) in the preparation of the annual accounts the applicable accountingstandards had been 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) theDirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
Particulars of loans & investments by company
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Extract of Annual Return:
As required pursuant to section 92(3) of the CompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in formMGT 9 is annexed herewith.
The Auditors M/s A V Deven & Co. Chartered Accountants Chennai was appointed bythe Office of the Comptroller and Auditor General of India New Delhi in exercise of thepowers conferred on them by Section 139 of the Companies Act 2013 as statutory auditorsof the company for the financial year 2016-17.
Auditors Observations in the Audit Report:
There is nil observation from the Auditors.
Secretarial audit report in Form MR 3 as given by M/s. P Sriram & AssociatesPractising Company Secretary is annexed to this Report.
Information as per Section 134 (3) (m) of the Companies Act 2013 a) The companyhas no activity relating to conservation of energy or technology absorption. b) Thecompany did not have any foreign exchange earnings as well as expenses.
Significant & Material orders passed by the Regulators:
There is no significant and material order passed by the regulators or Courts orTribunals impacting the going concern status and the company's operations in future.
Details of adequacy of Internal Financial Controls:
The Company has an Internal Control Systemcommensurate with the size scale andcomplexity of its operations.
Risk Management Policy:
The company has put in place Risk Management Policy compatible with the type and sizeof operations and risk perception. The said policy is drawn up based on the guidelines ofSEBI and stock exchanges issued in this regard.
Corporate Social Responsibility Policy:
The company does not fall into the criteria stipulated for the applicability of Section135 of the Companies Act 2013. Hence the provisions of section 135 of the Companies Act2013 are not applicable.
Related Party Transactions:
During the year under review there was no transaction with related party that needs tobe reported in Form AOC 2 under section 188 of the Companies Act 2013 read with theCompanies (Meeting of Board and its Powers) Rules 2014.
Disclosure under the sexual harassment of women at workplace (prevention prohibitionand redressal) act 2013:
An Internal Complaints Committee (ICC) was set up to redress complaints receivedregarding sexual harassment and discrimination at work place. During the year ended March31 2017 the ICC has received no complaints pertaining to sexual harassment /discrimination at work place.
Management discussion and analysis report
Management Discussion and Analysis Report of the Company for year under review is givenas a separate Statement in the Annual Report
Formal Annual Evaluation:
Pursuant to the provisions of the CompaniesAct 2013 of SEBI (LODR) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Stakeholders Relationship Committees. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the President & Whole Time Director and the Non Independent Directors was carriedout by the Independent Directors. The Directors expressed their satisfaction with theevaluation process and the performance of the Board
Ratio of Remuneration to each Director:
Details / Disclosures of Ratio of Remuneration of each Director to the medianemployee's remuneration are enclosed in Annexure 1.
Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toNSE and BSE where the Company's Shares are listed.
Your Company has taken adequate steps to adhere to all the stipulations laid down forCorporate Governance as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A report on Corporate Governance is included as a part of this AnnualReport Certificate from the Statutory Auditors of the company confirming the compliancewith the conditions of Corporate Governance as stipulated inSEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached to this report.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointmentand Remuneration of Managerial Personnel) Rules attached with this report.None of the employees of the company received remuneration in excess of the limitsprescribed Under Rule 5 (2) of The Companies (Appointmentand Remuneration of ManagerialPersonnel) Rules of the Companies Act 2013.
Your company will continue to focus its efforts to increase its activities underfee-based business in addition to concentrating on recovery of overdues and reduction ofNon Performing Assets disinvestment of quoted and unquoted investments. Your company'sinvolved management network satisfied clientele quality manpower and diligent internalcontrol and cost control measures will enable your company to continue to report betterperformance in the coming years.
Your Directors wish to place on record their gratitude to the Ministry of FinanceGovernment of India Securities and Exchange Board of India and Comptroller and AuditorGeneral of India for their valuable guidance.
Your Directors also wish to place on record their thanks to the Bankers of the Companyand their appreciation for the assistance support and guidance received from Indian Bankand its Employees.
Your Directors express their appreciation for the contribution made by the Company'sdedicated Employees.
In conclusion your Directors thank you the members of the company for your supportand seek your continued patronage for achieving better results.
| ||For and on behalf of the Board of Directors |
| ||sd/- |
| ||A.S.Rajeev |
|Place : Chennai || |
|Date : 24.05.2017 ||Director |