Lohia Securities Ltd.
|BSE: 590082||Sector: Financials|
|NSE: N.A.||ISIN Code: INE803B01017|
|BSE 12:24 | 22 Jan||Lohia Securities Ltd|
|NSE 05:30 | 01 Jan||Lohia Securities Ltd|
Lohia Securities Ltd. (LOHIASECURITIES) - Director Report
Company director report
Your Directors have pleasure in presenting the 23rd Annual Report and the auditedaccounts of your Company for the financial year ended 31st March 2017.
A summary of financial results of the Company and its subsidiaries for the year ended31st March 2017 is given below:-
(Rs. in lakh)
FINANCIALS OF THE COMPANY ON THE STANDALONE BASIS :
Our revenue from operations on a standalone basis increased to Rs. 7038.46 lakhs fromRs. 3990.54 lakh in the previous year at a growth rate of 76.37%. Our Revenue from saleof product aggregated to Rs. 6803.69 lakh up by 78.51% from Rs. 3811.43 lakh in theprevious year
Our total Income on a standalone basis increased to Rs. 7141.83 lakhs from Rs. 4114.33lakhs in the previous year at a growth rate of 73.58%. The Statement of Profit and Lossof your Company on standalone basis shows a Profit after tax of Rs. 281.72 lakhs (PreviousYear : a loss after tax of Rs. 11.99 lakhs). The disposable profit is Rs. 1613.03 lakhs(Rs. 1331.32 lakhs) after taking into account the balance of Rs. 1331.31 lakhs (Rs.1343.29 lakhs) brought forward from the last year.
The Directors do not recommend payment of any dividend during the financial year2016-17 in order to plough back the profit of the Company. No dividend was paid in thelast year also.
The Authorised Share Capital of the Company is Rs. 750 lakh divided into 7500000equity shares of Rs. 10/- each. The paid up Equity Share Capital as on 31st March 2017was Rs. 498.725 lakh dividend into 4983000 Equity Shares of Rs. 10 each and includingRs. 0.425 lakh received on account of 17000 forfeited shares. There has not been anychange in the Equity Share Capital of the Company during the financial year ended 31stMarch 2017. During the year under review the Company has neither issued shares withdifferential voting rights nor issued sweat equity or granted stock options.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the reserves (Previous year : Nil) duringthe current financial year. An amount of '1613.03 lakh is proposed to be retained in thestatement of profit & loss against Rs. 1331.31 lakh of last year.
Lohia Securities Limited (Standalone)
The standalone revenue for the year was Rs. 7141.83 lakhs as compared to Rs. 4114.33lakhs for the year ended 31st March 2016 resulting in annualized increase of 73.58%.Operating Profit (Earnings before interest depreciation and corporate tax) for the periodended 31st March 2017 was Rs. 531.28 lakhs as against Rs. 110.67 lakhs for the year ended31st March 2016 with annualized increase of 380.07%.
The Company has Profits before Tax of Rs. 417.69 lakhs (as compared to last year's Lossbefore Tax of Rs. 7.99 lakhs) after meeting interest expenses of Rs. 90.90 lakhs (lastyear's Rs. 86.91 lakhs) and depreciation of Rs. 22.69 lakhs (last year's Rs. 31.75 Lakhs)for the year ended 31st March 2016. The Net Profit for the year was Rs. 281.72 lakhs (ascompared to last year's Net Loss of Rs. 11.99 lakhs).
Lohia Securities Limited (Consolidated)
The consolidated revenue of the Company for the year was Rs. 7214.87 lakhs an increaseof 67.92% as compared to previous year. There was decrease in the Brokerage IncomeInterest Income and Receipt of DP division. However due to increase of sale of sharesmutual fund government securities profit from equity derivative transactionscommodities derivative transactions substantial revenue was realized. There was fall inrevenue from currency derivative transaction as compared to previous year.
The Net Group Profit after tax was Rs. 256.30 lakhs as against Loss after tax of Rs.34.06 lakhs of last year. Summary of Consolidated Financial Results of the company &its subsidiaries given on earlier page:
Subsidiary / Joint Venture / Associate Companies
During the financial year under review your company has four 100% subsidiaries.Details of their business and operations are given below:-
Trade City Securities Private Limited has a Trading Membership of NSE inCapital and F&O Segment and Trading Membership of BSE in Capital and F&O Segment.It reported a net profit of Rs. 1.36 lakhs compared to previous year's net loss of Rs.12.43 lakhs. Revenue from operation was Rs. 21.97 lakhs.
Trade City Commodities Private Limited is a member of NCDEX MCX National SpotNCDEX Spot and ICEX and is engaged in commodity trading and is registered with SEBI. TheCompany had a net loss after tax of Rs. 9.02 lacs against last year's Net Loss of Rs. 1.07lakhs.
Trade City Real Estate Private Limited is engaged in property and real estatebusiness. It is also investing surplus moneys in shares and securities. The Company hassuffered net loss of '18.76 lakhs compared to net loss of Rs. 17.89 lakhs of last year.Revenue from operation was derived from rent of '8.64 lakh and Gain on sale of Investmentwas to the tune of Rs. 11.22 lakh.
Trade City Barter Private Limited is a non-banking finance company and is engagedin investment and financing activities. To fulfill the requirement of net owned fund ofRs. 2 crore the Company had allotted 280000 equity shares of '10 at a premium of Rs. 21to Lohia Securities Ltd. aggregating to Rs. 86.80 lakh. The Company has earned a netprofit of Rs. 1.00 lakhs compared to last year's net profit of Rs. 9.32 lakhs. Revenuefrom operations were from sale of securities of Rs. 5.15 lakh Interest Income Rs. 8.29lakh Diminution in Value of Inventories written back Rs. 6.43 lakh Gain from EquityDerivatives Transactions (Net) Rs. 0.98 lakh
In accordance with Section 129(3) of the Companies Act 2013 and Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the consolidatedfinancial statements of the Company and all its subsidiary companies have been preparedand duly audited by the auditors and form part of the Annual Report. Statement containingsalient features of the financial statements of the subsidiaries are given in Form AOC-1 (Annexure- A) and note 31 of the Consolidated financial statements and forms part of thisreport.
The Company will make available the Annual Accounts of the Subsidiary companies and therelated detailed information to any member of the Company who may be interested inobtaining the same. The annual accounts of the subsidiary companies will also be kept openfor inspection at the Registered Office of the Company and that of the respectivesubsidiary companies. The Consolidated Financial Statements presented by the Companyinclude the financial results of the subsidiary companies.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forms an integral part of this Report andgives details of the overall industry structure developments opportunities threatsperformance and state of affairs of the Company's business internal controls and theiradequacy risk management system and is annexed as Annexure-B forming part of theReport.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 with respect to Directors' Responsibility Statement your directorshereby confirm that:
i) In the preparation of the annual accounts applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
ii) The Directors have 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 as at the end of the financial year andof the profit of the company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis;
v) The Directors have laid down an adequate system of Internal financial controls to befollowed by the Company
and such internal financial controls are adequate and operating effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and
that such systems were adequate and were operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has designed and implemented a process driven framework for internalfinancial controls within the meaning of the explanation of Section 134(5)(e) of theCompanies Act 2013. The internal financial controls have been documented and embedded inthe business processes.
Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self assessment continuous monitoring by functional expertsas well as testing of the internal financial controls systems by the internal auditorsduring the course of their audits. We believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operatingas intended.
Your Company has not invited or accepted any deposit from the public covered in termsof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014. As such no amount of principal or interest was outstanding as on the date ofbalance sheet.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. Ashish Kumar Gupta (DIN : 07891751) was appointed as an Additional Director(Independent) by the Board of Directors at its meeting held on August 14 2017. As perprovisions of section 161(1) of the Companies Act 2013 the tenure of Mr. Ashish KumarGupta will come to end on the date of the ensuing Annual General Meeting. The Board ofDirectors at its meeting held on August 14 2017 on the recommendation of the Nominationand Remuneration Committee decided to appoint Mr. Ashish Kumar Gupta as an IndependentDirector for a period of five years subject to approval of the shareholders at the ensuingAnnual General Meeting. Further your Company has received a notice in writing proposingthe appointment of Mr. Ashish Kumar Gupta as an Independent Director of the Company incompliance with the provisions of section 160 of the Companies Act 2013. Your Companywelcomes Mr. Ashish Kumar Gupta on Board of Directors of the Company.
Mr. Hari Kishan Lohia (DIN : 00081055) was appointed as the Executive Director of theCompany for a period of three (3) years w.e.f. April 15 2017 subject to approval of theShareholders. He is one of the promoter-director of the Company and has experience ofsecurities market of 35 years. Presently he is a member of the Calcutta Stock ExchangeLtd.
Mr. Mahesh Kumar Bajaj (DIN : 00080157) was appointed as the Executive Director of theCompany for a period of three (3) years w.e.f. April 15 2017 subject to approval of theShareholders. He is also a promoter-director of the Company. He has experience of over 31years of securities market and a member of the Calcutta Stock Exchange through a privatecompany.
Mr. Rajesh Kumar Bajaj (DIN : 00080664) was appointed as the Executive Director of theCompany for a period of three (3) years w.e.f. April 15 2017 subject to approval of theShareholders. He is a promoter- director of the Company. He was Managing Director of theCompany from 2000 to 2015 and has an experience of more than 22 years of securitiesmarket.
There is a proposal for revision of remuneration of Mr. Sudheer Kumar Jain (DIN :00075103) for the remaining term of his appointment as Whole-time Director for yourconsideration and approval. Mr. Jain is Commerce Graduate Chartered Accountant andCompany Secretary by qualification and has 23 years' experience of securities market.
In accordance with the provision of Section 152 of the Companies Act 2013 Rulesframed thereunder and Articles of Association of your Company Mr. Mahesh Kumar BajajDirector is due to retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment. Your Board is of the opinion that continuedassociation of Mr. Mahesh Kumar Bajaj with the Board will be of immense benefit to yourCompany and therefore recommends his re-appointment. In terms of Section 102 of theCompanies Act 2013 Regulation 36 of the SEBI (Listing Obligation and DisclosureRequirements) regulations 2015 and Secretarial Standards on General Meeting (SS-2) issuedby the Institute of Company Secretaries of India brief profiles of Mr. Mahesh Kumar Bajajhave been annexed to the Notice convening 23rd Annual General Meeting of the members ofthe Company and the same form an integral part of this Annual Report.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. Sudheer Kumar Jain Whole-time Director Mr. Sujit Kumar SharmaChiefFinancial Officer (CFO) and Mr. Narendra Kumar Rai Company Secretary. During the yearthere has been no change in the key Managerial Personnel of the Company. Detailspertaining to their remuneration have been provided in the Extract of Annual Returnannexed hereto and forming part of this Report.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board meets at regular intervals to discuss and decide on the Company's policiesand strategy apart from other Board matters. During the financial year 2016-17 ten boardmeetings were held on May 30 2016 June 27 2016 August 13 2016 September 24 2016September 29 2016 November 12 2016 December 8 2016 January 7 2017 February 4 2017and February 14 2017. The gap between the two board meetings did not exceed 120 days.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of directors.
The Board has adopted a Policy relating to remuneration of Directors members of SeniorManagement and Key Managerial Personnel. The Nomination and Remuneration Policy has beenannexed to this Report as Annexure - C.
EVALUATION OF THE BOARD OF DIRECTORS
The Board of Directors have carried out an Annual evaluation of its performance owncommittees and individual Directors pursuant to the provisions of the Act and theCorporate Governance Requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 on the basis of criteria such as skillsknowledge discharge of duties level of participation at the meetings etc. on the issuesto be discussed.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent Directors was done by the entire Boardexcluding the independent Director being evaluated.
COMMITTEES OF DIRECTORS:
Your Company has five Committees of the Board viz.
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Risk Management Committee
5. Independent Directors Committee
Details of all the Committees alongwith their composition terms of reference andmeetings held during the year are provided in "Report on Corporate Governance"forming part of the Annual Report.
The Auditors Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended 31st March 2017.
In terms of Section 139(2) of the Companies Act 2013 the existing Auditors M/s.Patni & Co. Chartered Accountants hold office till the conclusion of the 23rd AnnualGeneral Meeting of the Company. It is therefore required to appoint a new auditor of theCompany who will hold office for a period of 5 years i.e. until the conclusion of 28thAnnual General Meeting of the Company to be held in calendar year 2022 subject toratification by the members at every Annual General Meeting.
It is proposed to appoint Vasudeo & Associates Chartered Accountants (FirmRegistration 319299E) as the new Statutory Auditors of the Company for a period of 5consecutive years commencing from the conclusion of the ensuing Annual General Meetingsubject to ratification by the members at every Annual General Meeting during theirtenure.
Vasudeo & Associates Chartered Accountants have confirmed that they areeligible for appointment as Statutory Auditors at this Annual General Meeting.Accordingly approval of shareholders is being sought at this Annual General Meeting fortheir appointment for a period of 5 years.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed Ms. Poonam Mundhra Practising Company Secretary asSecretarial Auditor of the Company. The Secretarial Audit Report is attached as Annexure-Dto this Board Report. The Secretarial Auditors' Report does not contain anyqualification reservation or adverse remark.
QUALIFICATION RESERVATION OR ADVERSE REMARK IN STATUTORY AUDIT REPORT AND SECRETARIALAUDIT REPORT:
There is no qualification reservation or adverse remark made by the Statutory Auditorsin their Auditors' Report to the Financial Statements or by the Secretarial Auditor in itsSecretarial Audit Report for the financial year ended March 31 2017.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meeting and Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY:
The provision of Section 135 of the Companies Act 2013 read with Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company since it isnot fulfilling any of the stipulated requirements of net-worth turnover and net profits.
The Company has a well defined risk management framework in place. Further it hasestablished procedures to periodically place before the Board the risk assessment andmanagement measures. The details of the risks faced by the Company and the mitigationthereof are discussed in detail in the Management Discussion and Analysis report that formpart of the Annual Report.
REPORT ON CORPORATE GOVERANANCE
The Report on Corporate Governance as stipulated in the Listing Regulations forms partof the Annual Report. The requisite Certificate from M/s. Patni & Co. CharteredAccountants confirming compliance with the conditions of corporate Governance asstipulated under the Listing Regulations as annexed hereto as Annexure-E and formspart of this Report.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
The particulars of the employees pursuant to the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(2) and Rule 5(3) of the Appointment and Remunerationof Managerial Personnel) Rules 2014 are not given since none of the employees are inreceipt of a remuneration in excess of the prescribed limit. Disclosure pertaining toremuneration and other details as required under section 197(12) of the Companies Act2013 read with Rules 5(1) of the Appointment and Remuneration of Managerial Personnel)Rules 2014 are provided in Annexure-F.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in Annexure-G.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered into during the financial year 2016-17 with Related Parties asdefined under the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 were in ordinary course of business and onarm's length basis. During the year the Company had not entered into any transactionreferred to in Section 188 of the Companies Act 2013 with related parties which could beconsidered as material. Accordingly the disclosure of Related Party transactions asrequired under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable.
Attention of the members is drawn to the disclosures of transactions with relatedparties set out in Notes to Accounts-Note No. 34 forming part of the standalone FinancialStatements.
As required under Regulation 23(1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a Policy on Materiality of anddealing with Related Party Transactions which is available on the website of the Companyat www.lohiasecurities.com
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return as provided under section 92(3) of the Companies Act 2013and as prescribed in Form no. MGT-9 of the Companies (Management and Administration)Rules 2014 is appended as Annexure-H.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material change and commitments affecting the financial position ofthe Company which have occurred between 31st March 2017 and the date of this report otherthan those disclosed in this report.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS/OUTGO:
Your Company has no activities relating to conservation of energy and technologyabsorption as required to be disclosed under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014. However your Company usesinformation technology extensively in its operations and also continues its endeavor toimprove energy conservation and utilization safety and environment.
Your Company has not earned any foreign exchange during the year under review (Previousyear - Nil). The Company has incurred travelling expenses in foreign currency of Rs. 3.99lakh (last year - Nil) during the financial year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
As per the provisions of Section 177(9) of the Companies Act 2013 the Company isrequired to establish an effective Vigil Mechanism for directors and employees to reportgenuine concerns.
The Company has a Whistle-blower Policy in place to encourage and facilitate employeesto report concerns about unethical behavior actual/ suspected frauds and violation ofCompany's Code of Conduct Policy. The Policy has been suitably modified to meet therequirements of Vigil Mechanism under the Act. The policy provides for adequate safeguardsagainst victimization of persons who avail the same and provides for direct access to theChairperson of the Audit Committee. The Audit Committee of the Company oversees theimplementation of the Whistle Blower Policy.
The Company has disclosed information about the establishment of the Whistle BlowerPolicy on its website www. lohiasecurities.com. During the year no personal has beendeclined access to the Audit Committee wherever desired.
PROTECTION OF WOMEN AT WORKPLACE:
The Company has formulated a policy on "Protection of Women's Rights atWorkplace" as per the provision of the Sexual Harassment of Women as Workplace(Prevention Prohibition & Redressal) Act 2013. This has been widely disseminated.There were no cases of sexual harassment received by the Company in 2016-17.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:
During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concerns status and theCompany's operations in future.
BUSINESS RESPONSIBILITY REPORT:
The Company is not mandatorily required to furnish the Business Responsibility Reportdescribing the initiatives taken by the Company from an environmental social andgovernance perspective as per clause (f) of Subregulation (2) of regulation 34 ofSecurities and Exchange Board of India (SEBI) Listing Regulations.
TRADING OF SHARES:
The trading of shares of the Company was suspended on BSE terminal with effect from 8thMarch 2017. The equity share of the Company has been traded on the BSE terminal under thepermitted to trade category since 02/05/2008.
Your Board acknowledges the support and co-operation received from all its stakeholdersas well as regulatory authorities as they endeavors to create an enabling environment forindustry and commerce to prosper. The Directors express their sincere gratitude to thecooperation and support received from shareholders customers business associatesbankers SEBI and other regulatory and government authorities.
Your directors thanks all the valued clients sub-brokers shareholders banksfinancial institutions stock exchanges depositories and other stake holders for theirpatronage and support and take this opportunity to express their appreciation of thededicated and committed team of employees of the Company.