Directors Report Dear Shareholders, Your Directors have pleasure in presenting the Twentieth Annual Report and the audited accounts of the Company for the year ended March 31, 2015. OPERATIONS REVIEW The Company is a corporate member of the capital market, wholesale debt market and derivative segment of the National Stock Exchange of India Limited (NSE), a corporate member of the capital market and derivative segment of the BSE Limited (BSE) and MCX-SX and registered portfolio manager. The Company is in the business of stock and share broking, commodities trading, depository service, distribution of Mutual Funds/IPOs and other investments and tax planning products. The Total Revenue of the Company during the year was Rs. 202.99 crores with a net profit of Rs. 118.26 crores. The consolidated revenue of the Company was Rs. 408.28 crores and the consolidated net profit was Rs. 150.64 crores. FUTURE BUSINESS UUTLUUK The Indian Capital Market turned out to be among the world's best performers in 2014. It is most likely that this stellar run will continue in 2015 on the back of reforms, strong foreign fund inflows, revival of manufacturing and improvement in the macro economic situation. The government's recent policy measures, such as diesel price deregulation, a greater focus on local manufacturing, as well as the Reserve Bank's efforts to contain inflationary pressures and raise banking system efficiency, could increase savings, investment and productivity in the economy. Although optimism is good it is the pace of change that will really determine how things will unfold. Any delay or deferment of policy implementation could have an adverse effect on the sentiment and markets. Geopolitical risks such as the situation in Russia and Ukraine, and ISIS-related problems in Iraq and the Middle East are some of the biggest uncertainties for the markets. The Eurozone is already facing slowdown-related issues. On top of this, talks of Greece exiting the Eurozone are back. Markets are speculating whether EU countries will slip into recession again. If that happens, markets around the world may slump. This could affect Indian markets too. The US economy, which faced a recession after the 2008 financial crisis, is finally picking up. The US Central Bank, Federal Reserve, indicated that it is confident about the recovery and, thus, may raise interest rates this year. Brokerage firms expect the Fed to raise rates in mid-2015. If the US hikes rates sooner than anticipated, it could lead to the exit of foreign investments from India and cause volatility in the markets. Your Company has over the years scaled up it's operations in the distribution of non discretionary wealth management product space. The Centre's push towards affordable housing augurs well and is an opportunity waiting to be tapped. The recent acquisition of India Land and Properties Limited has also opened up a huge potential in the commercial leasing space. All in all your Company is geared up to withstand any margin pressures and volatility in the Capital Markets. DIVIDEND In keeping with the Company's policy of rewarding its shareholders, the Board of Directors of the Company, had, for the year 2014-15, declared three interim dividends aggregating to Rs. 3/- per share on shares of face value Rs. 2/- each 1/- for the quarter ended June 30, 2014, Rs. 1/- for the quarter ended September 30, 2014 and Rs. 1/- for the quarter ended December 31, 2014), with the total outflow of Rs. 88.07 Cr. (inclusive of Corporate Dividend Tax). The Board of Directors of the Company, had, in its meeting held on April 24, 2015, declared an interim dividend of Rs. 1/- per share on shares of face value Rs. 2/- each, for the Financial Year 2015-16. Further, the Board of Directors of the Company, had, in its meeting held on July 21, 2015, declared second interim dividend of Rs. 1/- per share of face value of Rs. 2/- each, for the Financial Year 2015-16. DIRECTORS To achieve the highest standards of Corporate Governance in its management, and to introduce a true sense of professionalism in the Board of the Company, during the financial year 2014-15, the Board of Directors of the Company (Board) was re-constituted with the appointments of Mr. Aishwarya Katoch, Mr. Prem Prakash Mirdha, Brig Labh Singh Sitara (Ex-Army official and Dhyan Chand Award winner sportsman), as Independent Directors of the Company and the appointment of Ms. Pia Johnson, as Non-Executive Woman Director of the Company and cessation of Mr. Karan Singh Khera, Independent Director. The Board has placed on record its appreciation for the contribution made by Mr. Khera, during his tenure of office. All the present Independent Directors of the Company have given declaration that they meet the criteria of independence laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement. In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Divyesh B Shah (DIN: 00010933), Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends his re-appointment. The present composition of the Board along with the brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships / chairmanships of Board Committees, are provided in the Report on Corporate Governance forming part of the Annual Report. SHARE CAPITAL The paid up equity share capital of the Company as on March 31, 2015, was Rs. 522,446,162 comprising of 261,223,081 equity shares of Rs. 2/- each. Subsequently, from April 1, 2015 till date, the Company had allotted 30,940,001 equity shares of face value Rs. 2/- each against conversion of 30,940,001 warrants, as a result of which the paid up equity share capital of the Company stands increased to Rs. 584,326,164 comprising of 292,163,082 equity shares of Rs. 2/- each. EMPLOYEE STOCK OPTIONS With a view to reward performance and to retain talented employees of the Company and its subsidiaries, the Company had introduced two employee stock option schemes titled 'Indiabulls Securities Limited Employees Stock Option Scheme - 2008' and 'Indiabulls Securities Limited Employees Stock Option Scheme - 2009, covering 40 million stock options, convertible into equal number of Equity Shares of face value Rs. 2/- each. The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, in respect of the aforesaid Schemes of the Company are set out in the Annexure to this Report. CHANGE OF NAME OF THE COMPANY Pursuant to issuance by the Registrar of Companies, NCT of Delhi & Haryana, of the Fresh Certificate of Incorporation dated March 12, 2015, the name of the Company stands changed from Indiabulls Securities Limited to Indiabulls Ventures Limited with effect from the said date. PUBLIC DEPOSITS During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. LISTING WITH STOCK EXCHANGES The Equity Shares of the Company, continue to remain listed at BSE Limited and National Stock Exchange of India Limited. The listing fees payable to both the exchanges for the financial year 2015-16 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange. AUDITORS (a) Statutory Auditors M/s Deloitte Haskins & Sells LLP (Firm's Registration No. 117366W / W-100018), the statutory auditors of the Company were appointed by the members in their Nineteenth Annual General Meeting, held on September 29, 2014, for a period of three years i.e. until the conclusion of the Twenty Second Annual General Meeting of the Company. The Company has received a certificate from the Auditors to the effect that their continuation as such from the conclusion of this Annual General Meeting until the conclusion of Twenty Second Annual General Meeting is in accordance with the provisions of the Section 141(3)(g) of the Companies Act, 2013. The Board recommends the ratification of the appointment of M/s Deloitte Haskins & Sells LLP, as statutory auditors of the Company till the conclusion of Twenty First Annual General Meeting of the Company. The Notes to the Accounts referred to in the Auditors' Report are self - explanatory and therefore do not call for any further explanation. (b) Secretarial Auditors & Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed M/s A. K. Kuchhal & Co., a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the Financial Year 2014-15. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the Financial Year 2014-15, is annexed as "Annexure 1" and forming part of this Report. The Report is self - explanatory and therefore do not call for any further explanation. CORPORATE SOCIAL RESPONSIBILITY As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of Health and Education, as per its CSR Policy (available on your Company's website <http://www.securities.indiabulls.com/>) and the details are contained in the Annual Report on CSR Activities given in "Annexure 2", forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report. CORPORATE GOVERNANCE REPORT Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report. DIRECTORS' RESPONSIBILITY SIAIEMENI To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013: a) that in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in the Notes to the Financial Statements had been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2015 and the profit and loss of the company for the year ended on that date; c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) that the annual accounts had been prepared on a going concern basis; e) that internal financial controls were in place and that such financial controls were adequate and were operating effectively; and f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND LISTING AGREEMENT The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013 read with the relevant rules (to the extent applicable) and Listing Agreement, not elsewhere mentioned in this Report, are given in "Annexure A" forming part of this Report. GREEN INITIATIVES Electronic copies of the Annual Report 2015 and Notice of the 20th AGM are sent to all the members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the 20th AGM are sent in the permitted mode. The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 20th AGM. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement. The instructions for e-voting are provided in the Notice. ACKNOWLEDGEMENT Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. For and on behalf of the Board of Directors Divyesh b. Shah Whole-time Director & Chief Executive Officer Ashok Kumar Sharma Whole-time Director Place: Mumbai Date: August 5, 2015 |