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CIL Securities Directors Report, CIL Securities Reports by Directors

CIL Securities

BSE: 530829|ISIN: INE830A01012|SECTOR: Finance - Investments
Dec 11, 16:00
-0.08 (-0.63%)
CIL Securities is not listed on NSE
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 The Directors present the 26th Annual Report and the Audited Accounts
 for the Financial Year ended 31st March 2015.
 Financial Results
 The Financial performance of the Company for the Financial Year ended
 31st March, 2015 is summarized below:
                                                           (Rs in Lacs)
 Particulars                                    Year Ended    Year Ended
                                                31.03.2015    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
 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) to General Reserve.
 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 with tax and surcharge there on
 amount to Rs.30.00 Lacs (Previous year Rs. 29.25 Lacs).
 The Financial Market was mainly positive during the FY 2014-15 as the
 markets were buoyed up by a lot of factors that turned positive. The
 fact that most Financial Markets across the globe have been doing well
 over the past few quarters, despite several challenging head-winds,
 helped our markets remain cheerful for the better part of the financial
 year under review.
 Our own internal factors have been quite significant too, in keeping
 our markets very buoyant in the recent times. The induction of the BJP
 led NDA Government, being voted to power with an absolute mandate has
 been the most influential factor in helping our Financial & Capital
 Markets returning to buoyant times after almost 4 years of prolonged,
 struggling times. The Markets really made historic moves as the lead
 Indices on the 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 an rewarding one!
 Despite the optically visible rosy picture the markets'' path is froth
 with stern challenges from various Domestic as well Global quarters.
 Firstly, the very basic Fundamentals with regard to the Economy
 continue to see several headwinds.  The very basic growth 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 have cooled off but the Core Inflation levels on the
 Consumer Index still is not comforting enough for the RBI to trigger
 aggressive growth measures like slashing Repo- Rates.
 Some other functional deficiencies in Administrative issues & certain
 Contentious Taxation Issues have also been spooking the markets at
 regular intervals. The Retrospective Taxation issues that made debut in
 2012 in the form of GAAR & has, somehow, lingered around ever since,
 has cropped again in the form of MAT claims on certain FIIs, resulting
 in an air of despondency amongst the FII fraternity, extending the list
 of serious market concerns. As such, the worries posed by the Natural
 factors like the probability of a poor Monsoon & the continued stress
 levels of the Rural Economy were causing serious enough concerns &
 hurting the markets'' sentiments adversely.
 Despite the record levels of FOREX Reserves that can boast, the
 Cross-Currency fluctuations continue to hurt broader interests & is not
 entirely insulated from the periodic jolts. The anomaly created by the
 Currency moves is constantly hurting the Exporters (due to weaker
 Currencies of competing nations) on one hand while the weakening Rupee
 is threatening the prospective FDI & FII Inflows from developed
 Economic geographies. Thus, the predicaments of the Finance Ministry
 are getting accentuated, making them progress cautiously in pursing
 certain key Economic Reforms. However, the Government''s efforts to push
 through the Reform process, overcoming the legislative hurdles, can be
 viewed in a positive light.
 Despite the overwhelming list of concerns & niggling worries, our
 markets present a picture of cautious optimism. Of course, the euphoric
 fervor of the earlier quarters of this Financial Year have subsided
 considerably. Despite the fact that the leading Indices the NIFTY &
 SENSEX hit lofty levels at 9100  & 30K  respectively, recorded in the
 first week of March, the events over the next couple of months has
 resulted in bringing these major Indices into a negative territory for
 the Calendar Year 2015. Indian Markets slipped into the red even as
 most leading Global Markets were progressing handsomely, hitting either
 life-time Highs of multi-Decade Highest levels. This slump had been
 triggered NOT due to the Economic issues but more due to the external
 factors that are in the control of certain powers that be.
 Despite all these hassles, the Financial Streets do believe that it is
 just a matter of time before we get our act together.  Also, the
 feeling that the Economy shall pick up pace in the due course is seldom
 lost amongst the players'' fraternity.  The Long term growth
 fundamentals of our Economy & the remarkably high levels of
 entrepreneurship spirits of our Corporate Entities is unquestionably
 liked by most leading Global Institutional Investors. The remarkable
 maturity displayed by our Domestic Institutions in recent times can be
 seen as a hugely positive take-away. Even the Mutual Fund fraternity
 seems to be now enjoying the confidence of a much larger sections of
 retail Investors. The role of MF''s in the coming up times is most
 likely to be much more valuable.  The outlook for the markets is
 certainly positive, even if a bit cautiously.
 During the Financial Year 2014-15, the share capital of the Company has
 remained unchanged
 The details forming part of the extract of the Annual Return, in format
 MGT -9, for the Financial Year 2014-15 has been enclosed with this
 The Details of the number of meetings of the Board held during the
 Financial Year 2014-15 forms part of the Corporate Governance Report.
 In accordance with the provisions of Section 152 of the Companies Act
 2013 Shri K K Maheshwari and Shri Piyush Modi, retires by rotation at
 the ensuing Annual General Meeting and being eligible offer themselves
 for reappointment.
 During the year the following directors have resigned w.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 by the retired directors of your Company.
 Shri Budhi Prakash Toshniwal has been appointed as the Additional
 Director of the Company w.e.f 07.02.2015. His appointment has been
 ratified in the EGM held on 23rd March, 2015
 The Board on 7th Feb, 2015 appointed Shri Govind Toshniwal, as Company
 Secretary of the Company.
 The Members of the Company on 23rd March, 2015 appointed Shri A K
 Inani, Director Finance of the Company as CFO of the Company.
 (including criteria for determining qualification, positive attributes,
 independence of a director, policy relating to remuneration for
 Directors, Key Managerial Personnel and other employees)
 Policy on Directors Appointment
 Policy on Directors appointment is to follow the criteria as laid down
 under the Companies Act, 2013 and the listing agreement with Stock
 Exchanges and good corporate practices. Emphasis is given to persons
 from diverse fields or professions.
 Policy on Remuneration
 Guiding Policy on remuneration of Directors, Key Managerial Personnel
 and employees of the Company is that -
 - Remuneration to Key Managerial Personnel, Senior Executives, Managers
 and staff is industry driven in which it is operating taking into
 account the performance leverage and factors such as to attract and
 retain quality talent.
 - For Directors, it is based on the shareholders resolutions,
 provisions of the Companies Act, 2013 and Rules framed therein,
 circulars and guidelines issued by Central Government and other
 authorities from time to time.
 The Board of Directors of the Company has initiated and put in place
 evaluation of its own performance, its committees and individual
 directors. The result of the evaluation is satisfactory and adequate
 and meets the requirement of the Company.
 Pursuant to Section 149(6) of the Companies Act, 2013, Independent
 Directors of the Company have made a declaration confirming the
 compliance of the conditions of the Independence stipulated in the
 aforesaid section
 The information required pursuant to Section 197 read with rule 5 of
 the Companies (Appointment and Remuneration) Rules, 2014 and Companies
 (Particulars of Employees) Rules 1975, 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 the employees of your Company for the Financial Year 2014-15 as
 No  Name                          Remuneration 
                                   Paid in the        Ratio / Times 
                                                      per Median
                                   FY 2014-15 in Rs.  of employee
 1   Shri Krishna Kumar Maheshwari     13,97,886/-          6.33
 2   Shri Piyush Modi                   6,00,000/-          2.72
 3   Shri Ashok Kumar Inani             9,42,464/-          4.27
 The aforesaid details are calculated on the basis of remuneration for
 the financial year 2014-15.  Median remuneration of the Company for all
 its employees is Rs 220667/- for the Financial Year 2014-15.
 B.  Details of percentage increase in the remuneration of each Director
 and CFO and Company Secretary in the Financial Year 2014-15 are as
 Name                 Designation     Remuneration in Rs.    Increase %
                                      2014-15      2013-14
 Shri Krishna Kumar 
 Maheshwari           Managing
                      Director      13,97,886/-   13,95,152/-   0.20
 Shri Piyush Modi     Whole Time
                      Director       6,00,000/-    6,00,000/-   0.00
 Shri Ashok Kumar
 Inani                Director 
                      Finance/ CFO   9,42,464/-    8,99,343/-   4.80
 Shri Govind 
 Toshniwal            Company 
                      Secretary        67,002/-          NA       NA*
 The remuneration to Directors is within the overall limits approved by
 the shareholders.
 * For part of the current year only
 C.  Percentage increase in the median remuneration of all employees in
 the financial year 2014-15:
 Particulars                    2014-15        2013-14       Increase / 
 Median remuneration of all    Rs. 220667/-   Rs. 234918/-      (6.06)
 employees per annum
 D.  Number of permanent employees on the rolls of the Company as on
 31st March, 2015 are 26 and as on 31st March, 2014 are 28.
 E.  Explanation on the relationship between average increase in
 remuneration and Company performance:
 The Increase in average remuneration of all employees in the financial
 year 2014-15 as compared 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 itmes    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 all its employees. Your Company offers competitive
 compensation to its employees. The pay also incorporates external
 factors like cost of living to maintain concurrence with the
 environment. Internal equity is ensured by appropriate fitment at the
 time of the employee joining a particular cadre and grade. The fixed
 pay for an employee depends on his/ her performance against the
 objectives set for the year.
 Thus, there will be a positive correlation in the increase in
 remuneration of employees and your Company''s performance, however, a
 perfect correlation will not be visible given the dependency on the
 other factors.
 F.  Comparison of the remuneration of the Key Managerial Personnel
 against the performance of your Company:
 The remuneration of Key Managerial Personnel increased by around 3.75%
 in 2014-15, compared to 2013-14, whereas the Profit Before Tax and
 exceptional items increased by 234.64% 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 at the 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 the share 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 key managerial 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)       3,11,513/-    2,19,255/-     42.01
 Salary of Key Managerial
 Personnel Managing Director     13,97,886/-   13,95,152        0.20
 Whole Time Director              6,00,000/-    6,00,000/-      0.00
 Director Finance / CFO           9,42,464/-    8,99,343/-      4.80
 Company Secretary                  67,002/-           -          NA
 The increase in remunerations of employees other than the managerial
 personnel is in line with increase in remuneration of managerial
 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 are decided by the Nomination and Remuneration Committee in
 accordance with the principles laid down in the Nomination and
 Remuneration Policy.
 J. There are no employees of the Company who receive remuneration in
 excess of the highest paid Director of the Company.
 K. Affirmation:
 Pursuant to Rule 5(1)(xii) of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that
 the remuneration paid to the Directors, Key Managerial Personnel and
 senior management is as per the Remuneration Policy of the Company.
 The observations made in the Statutory Auditor''s Report, read together
 with the relevant notes thereon are self explanatory and hence, do not
 call for any comments.
 1) Appointment of KMP as per Companies Act, 2013 was complied within
 the Financial Year after identification of proper person by the Board.
 2) Considering broad based circulation of information through stock
 exchange, these were intimated within the stipulated time frame.
 However the board has noted for other regulatory requirements
 M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company
 hold office until the conclusion of 28th Annual General Meeting. The
 Company has received a letter from them to the effect that their
 appointment, if made, would be within the prescribed limits under
 Section 141(3)(g) of Companies Act, 2013. Accordingly the said Auditors
 can be reappointed as Statutory Auditors of the Company at the ensuing
 Annual General Meeting.
 Raju and Prasad, Chartered Accountants, Hyderabad are the internal
 auditors of the Company.
 According to the provisions of section 204 of the Companies Act, 2013
 read with Rule 9 of the Companies(Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, the Secretarial Audit Report
 submitted by Company Secretary in Practice is enclosed as a part of
 this report
 In pursuance to the provisions of section 177 of the Companies Act,
 2013 and clause 49 of the Listing Agreement, a Vigil Mechanism for
 Directors and Employees to report genuine concerns has been
 established. The Policy has been uploaded on the website of the
 Related Party transactions that were entered during the Financial Year
 were on an Arm''s Length Basis and were in the Ordinary Course of
 Business. There were no materially significant related party
 transactions with the Company''s Promoters, Directors, Management and
 their relative, which could have had a potential conflict with the
 interests of the Company. Transactions with related parties entered by
 the Company in the normal course of business are periodically placed
 before the Audit Committee for its omnibus approval.
 The Board of Directors of the Company has, on the recommendation of the
 Audit Committee, adopted a policy to regulate transactions between the
 Company and its Related Parties, in compliance with the applicable
 provisions of the Companies Act. 2013 and rules thereunder and the
 Listing Agreement. This policy was considered and approved by the Board
 and has been uploaded on the website of the Company.
 The Company has not given loans, guarantee or provided securities.
 However, particulars of investments made is provided in Notes to
 Financial Statements in Note no. 9.
 The Company''s shares are listed on BSE LIMITED.
 The Company has paid up to date annual listing fee of the Stock
 During the year under review the Company has not accepted any public
 The Company has formed Internal Complaints Committee as per the
 provision of Sexual Harassment Act (The Sexual Harassment of Women at
 Workplace (Prevention, Prohibition and Redressal) Act, 2013, wherein it
 mandates for every workplace and every employer in charge of a work
 place with more than 10 workers to constitute an Internal Complaints
 Committee as prescribed under the Act, for receiving complaints of
 sexual harassment.
 The Company has not received any complaints
 Your Company has well established procedures for internal control
 across its various locations, commensurate with its size and
 operations. The organization is adequately staffed with qualified and
 experienced personnel for implementing and monitoring the internal
 control environment. The internal audit function is adequately
 resourced commensurate with the operations of the Company and reports
 to the Audit Committee of the Board.
 Adequate Insurance cover has been taken for properties of the Company
 including Buildings, Computers, Office Equipments, Vehicles, etc.
 Particulars of Conservation of Energy, Technology Absorption and
 Foreign Exchange Earnings 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 the Report of Board of Directors) Rules, 1988.
 The Company uses electric energy for its equipments such as air
 conditioners, computer terminals, lighting and utilities in the work
 premises. All possible measures have been taken for economic
 consumption and to conserve the same.  Technologically updated UPS
 Systems have also been installed for proper service support.
 During the year under review, the Company does not have any Foreign
 Exchange earnings however the Company has foreign spendings and
 spending are fully reimbursed. Hence is not impacting the Financials.
 Management''s Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India, is presented in a separate section forming part of
 the Annual Report.
 The Directors'' Responsibility Statement referred to in clause (c) of
 sub-section (3) of Section 134 of the Companies Act, 2013, shall state
 (a) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 (b) the directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the company at the end of the financial year and of the profit of
 the company for that period;
 (c) the directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets 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, had laid down internal financial controls to be
 followed by the company and that such internal financial controls are
 adequate and were operating effectively.
 (f) the directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 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 the Stock Exchanges and have implemented all the
 stipulations prescribed.
 The Report on Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement with the Stock Exchanges forms part of the Annual
 The requisite certificate from the Auditors of the Company, M/ s
 Ramkishore Jhawar & Associates, confirming compliance with the
 conditions of Corporate Governance as stipulated under the aforesaid
 Clause 49, is annexed to this Report.
 A Cash Flow Statement for the Financial Year 2014-15 of the Company is
 attached to the Balance Sheet.
 The Company''s shares are available for trading in depository systems of
 both the National Securities Depository Limited (NSDL) and the Central
 Depository Services India Limited (CDSL).
 As on 15th May, 2015 , a total of 48,61,309 Equity shares of the
 Company, which forms 97.23% of the Share Capital of the Company, stands
 The Company has been addressing various risks impacting the Company and
 the policy of the Company on risk management is provided in this report
 in Management discussions and Analysis.
 The Board of Directors wish to place on record its appreciation for the
 extended co-operation and assistance rendered to the Company and
 acknowledge with gratitude the continued support and cooperation
 extended by the investors, clients, business associates and bankers.
 The regulatory authorities have also put Indian Capital market on par
 with other international Markets. Your Directors also acknowledge the
 full fledged cooperation and dedicated efforts put in by the employees
 across all levels in the organization and place 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
Source : Dion Global Solutions Limited
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