SECURITIES LIMITED TWENTIETH ANNUAL REPORT

Transcription

1 SECURITIES LIMITED TWENTIETH ANNUAL REPORT

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3 If undelivered, please return to : Vintage Securities Limited 58/3, B. R. B. Basu Road 1st Floor, Kolkata BOOK POST

4 SECURITIES LIMITED BOARD OF DIRECTORS: Sri V. K. Mohatta Sri Sanjay Modi Sri Rahul Sarda Sri Laxmi Kant Parwa COMPANY SECRETARY & MANAGER (FINANCE) Sri Subrata Roy AUDITORS: M/s S. Singhi & Associates Chartered Accountants 47, Ezra Street Kolkata BANKERS: Axis Bank Ltd REGISTRAR & SHARE TRANSFER AGENT: M/s. Niche Technologies Pvt. Ltd. D-511, Bagree Market 71, B. R. B Basu Road Kolkata REGISTERED OFFICE: 58/3, B. R. B. Basu Road Kolkata

5 DIRECTORS REPORT Dear Members, Your Directors have pleasure in presenting 20 th Annual Report and the audited accounts of the Company for the year ended 31 st March, FINANCIAL RESULTS The performance of the Company for the financial year ended 31 st March, 2014 is summarized below: (Amount in Rs.) FINANCIAL RESULTS Profit before Tax 3,45, ,65, Provision for Current Tax Less/(Add): Provision for Deferred Tax - - Add/(Less): Income tax Adjustment (Earlier Yrs.) - - Profit/(Loss) After Tax 2,78, ,33, Prior Period Adjustments - - Balance Brought Forward 25,29, ,23, Profit available for appropriation 28,08, ,57, APPROPRIATIONS Transfer to RBI Reserve Fund Contingent Provisions against Standard Assets Surplus carried to Balance Sheet 27,52, ,29, DIVIDEND In view of non-availability of distributable profits and for conservation of funds, your Directors express their inability to recommend any dividend for the year. BUSINESS OUTLOOK AND FUTURE PROSPECTS In General, the outlook for the NBFC s continues to remain uncertain proposition. The Company has made significant investment in equity capital of the other companies and expects decent return on capital over a longer time period. FIXED DEPOSITS The Company has not accepted any deposit under Section 58A of the Companies Act, 1956 during the year under Review. DIRECTORS Mr. V. K. Mohatta retire from directorship of the Company by rotation, and being eligible, offers himself for re-appointment. In strict compliance with Section 149 of the Companies Act, 2013, Mr. Sanjay Modi, Mr. L. K. Parwa and Mr. Rahul Sarda retire from directorship at the upcoming Annual General Meeting and being eligible offer themselves for appointment. They will be designated as Independent Director and their tenure of directorship as an Independent Director, if approved by the Members of the Company will be for a term of 5 years commencing on and from the date of the Annual General Meeting in which they are elected by Members of the Company. Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional area and the names of the Companies in which they hold directorship and membership/ chairmanship of Board Committees, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided as an annexure to the Notice convening the Annual General Meeting. 2 DIRECTORS RESPONSIBILITY STATEMENT The Directors hereby confirm: i. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. that the selected accounting policies were applied consistently and the Directors 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 as at March 31, 2014 and of the profit or loss of the Company for the year ended on that date; iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the annual accounts have been prepared on a going concern basis. AUDITORS M/s.S.Singhi & Associates, Chartered Accountants (Firm Registration No E), Auditors of the Company will retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The members are requested to appoint the auditors and to authorise the Board of Directors to fix their remuneration. AUDITORS REPORT The observations made in the Auditors Report are self-explanatory and do not require further clarification. LISTING The Equity shares of the Company is listed on the following Stock Exchange: Name of stock Exchange Address Code No. Bombay Stock Exchange Ltd. P. J. Towers Dalal Street } Mumbai ENERGY,TECHNOLOGY AND FOREIGN EXCHANGE As the company is engaged in financial services activities and there is no earning and outgo of foreign exchange, the disclosure required u/s 217(1)(e) of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is not applicable. MANAGEMENT DISCUSSION AND ANALYSIS REPORT & REPORT ON CORPORATE GOVERNANCE As required under the listing agreement with the Stock Exchanges, a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed and form part of this Report. PARTICULARS OF EMPLOYEES The company had no employee of category indicated u/s 217(2A) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 as amended from time to time. ACKNOWLEDGEMENT The Board expresses its deep gratitude and thanks to the regulatory authorities, clients, bankers,business associates and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by its employees, but for which, the Company could not have achieved what it did during the year under review. For and on behalf of the Board Place:Kolkata V.K. Mohatta L K Parwa Date: Director Director

6 REPORT ON CORPORATE GOVERNANCE In compliance with Clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters mentioned in the said clause and on practices as followed by the Company. 1) Company s Philosophy on Code of Governance Your company firmly believes in and continues to practice good Corporate Governance. Over the years, your company has complied with broad principles of Corporate Governance through a strong emphasis on transparency, empowerment, accountability and integrity. 2) Board of Directors A. Composition, details of Board Meeting & Attendance at Board Meeting and last AGM and details of membership of Directors in other Boards and Board Committees: At present, the Board of Directors comprises of 4 Directors. During the year, 4 (Four) Board Meetings were held on , , & respectively. The composition of the Board of Directors and their attendance at the Meetings during the year and at the last Annual General Meeting as also number of other directorships / memberships of committees are as follows: No.of Board Attendance No.of No.of outside Name of meetings at last Directorship held Committes the Director Designation Category attended AGM Public Private Member Chairman Mr. V. K. Mohatta Director Non-Executive 4 Yes 1 2 Mr. Sanjay Modi Independent Non-Executive 1 Yes 1 Director Mr. Rahul Sarda Independent Non-Executive 3 Yes 1 Director Mr. Laxmi Kant Parwa Independent Non-Executive 4 Yes Director B. Directors Interest in the Company & Remuneration: Given below are the details of actual payments made during the financial year to the directors of the Company: Name of the Relationship with Salaries & Sitting Fees for Board Director Other Directors Perquisites and Committee Meetings (Rs. In Lacs) (Rs. In Lacs) Mr. V. K. Mohatta 0.04 Mr. Sanjay Kumar Modi 0.14 Mr. Rahul Sarda 0.03 Mr. Laxmi Kant Parwa Appointment and Re- Appointment of Directors: Additional information on directors recommended for appointment at the Annual General Meeting: Mr. V.K. Mohatta Mr. V.K. Mohatta, aged 78 years, a Science Graduate and have over 47 years of rich experience in successful running of business. Name of the Companies / Firms Nature of Interest 1. Paramsukh Properties (P) Ltd. Director 2. Atash Properties & Finance (P) Ltd. Director 3. Kutir Udyog Kendra (I) Ltd. Director Shareholding in the Company: NIL equity shares Mr. Rahul Sarda Mr. Rahul Sarda aged 50 years, commerce graduate is into the business of land development and designing. He brings with him rich experience of over 19 years. Shareholding in the Company : NIL EQUITY SHARES. The name of Companies in which he holds Directorship are : Name of the Companies / Firms Nature of Interest Winsome India (P) Ltd Nil Mr. Laxmi Kant Parwa Mr. Laxmi Kant Parwa aged 43 years, a commerce graduate working with Paramsukh Properties (P) Ltd for last 18 years. He has long experience in the field of Accounts, Finance & Taxation Matters. 3

7 He does not hold directorship and committee membership in any other company. Shareholding in the Company: NIL equity shares Mr. Sanjay Modi The name of Companies in which he holds Directorship are : Name of the Companies / Firms Nature of Interest 1. Bharat Salt & Chemicals Industries Ltd. Director Shareholding in the Company : 800 equity shares 4. COMMITTEES OF THE BOARD A. Audit Committee: The financial policies are monitored, reviewed or approved by this committee. Broad Terms of Reference The terms of reference of the Audit Committee include: To review the Company s financial reporting process and its financial statements To review the accounting and financial policies and practices To review the efficacy of the internal control mechanism and monitor risk management policies adopted by the Company and ensure compliance with regulatory guidelines. To review reports furnished by the internal and statutory auditor, and ensure that suitable follow-up action is taken. To examine accountancy, taxation and disclosure aspects of all significant transactions. Composition, Meetings & Attendance The Audit Committee presently comprises of four Members and the Chairman is an Independent,Non-Executive Director: The committee held 4(Four) meetings during FY on , , and respectively. Name of Director Category No. of meetings attended Mr. Rahul Sarda Chairman & Non-Executive Independent Director 3 Mr. Sanjay Modi Non-Executive Independent Director 1 Mr. Laxmi Kant Parwa Non-Executive Independent Director 4 Mr. V K Mohatta Non-Executive Director 4 The broad functions of the Audit Committee are in conformity with the requirements of the Companies Act, 1956 and the Listing Agreement. B. Remuneration Committee Brief Description of Terms of Reference To review, assess and recommend the appointment of whole-time directors. To periodically review the remuneration package of whole-time directors and recommend suitable revision to the Board. Composition, Meetings & Attendance The Committee comprises of four directors and the chairman is an Independent, Non Executive Director: The committee is empowered to discuss and submit its recommendation to the Board in respect of the remuneration packages, if any for executive directors. The Committee met once on during the financial year Name of Director Catagory Number of Meetings attended Mr. Rahul Sarda Chairman & Non-Executive Independent Director 1 Mr. Sanjay Modi Non-Executive, Independent Director 1 Mr. L K Parwa Non-Executive, Independent Director 1 Mr. V K Mohatta Non-Executive Director Remuneration to Directors B. Non Executive Directors Name Designation Sitting Fee paid (Rs.) Total (Rs.) Mr. Sanjay Modi Independent Director 1, , Mr. Rahul Sarda Independent Director 3, , Mr. V. K. Mohatta Non-Executive Director 4, , Mr. Laxmi Kant Parwa Independent Director 4, , Total 13, The Executive Director is not paid any sitting fee. The company does not pay any remuneration except sitting fee to its Non-Executive Director/s. 4

8 C. Share Transfer and Shareholders / Investors Grievances Committee: Brief Description of Terms of Reference To approve inter-alias, transfer/transmission of shares, issues of duplicate share certificates and review the status of investors grievance and redressal mechanism and recommend measures to improve the level of investor services. Composition, Meeting & Attendance The Committee presently comprises of three Members and the Chairman is an Independent, Non-Executive Director: The Shareholders' Committee met 1 (One) time during the year on The Company Secretary acts as the Compliance Officer. Name of Director Catagory Number of Meetings attended Mr. Laxmi Kant Parwa Chairman & Non-Executive Independent Director 1 Mr. V.K. Mohatta Non-Executive Director 1 Mr. Sanjay Modi Non-Executive and Independent Director Details of Shareholders' Complaints received, not solved and pending share transfers The company received NIL complaints during the year. There were no complaints pending as on General Body Meetings: Location and time of the General Body Meetings held during last three years are as follows: Year Type Location Date Time AGM 58/3,B.R.B.Basu Road a.m. Kolkata AGM 58/3,B. R. B. Basu Road a.m. Kolkata AGM 58/3,B. R. B. Basu Road a.m. Kolkata-1 No Special Resolution was passed through postal ballot last year. No postal ballot is proposed to be conducted this year. 6. Disclosures: (i) Related Party transactions: The statutory disclosure requirements relating to related party transactions have been complied with in the Annual Accounts (AS-18). There were no material transactions during the year , which were prejudicial to the interest of the Company. (ii) Statutory compliance, Penalties and Strictures: The Company complied with the requirements of the Stock Exchanges/SEBI/ Statutory Authorities on all matters related to the capital market during the last three years. There were no penalties or strictures imposed on the Company by the Stock Exchanges, the SEBI or any Statutory authority relating to above. (iii) Code of Ethics and Business Conduct for Directors and Senior Management: The Company has adopted a Code of Ethics and Business Conduct applicable to all its directors, officers and employees, a copy of which is available on the company s website I hereby confirm that the Company has obtained from all the members of the Board and Senior Management, affirmation that they have complied with the Code of Business Conduct and ethics for Directors and Senior Management in respect of the financial year Date: On Behalf of Board of Directors V K Mohatta (Director) IV. Compliances with Governance Framework : The Company is in compliance with all mandatory requirements of Clause 49 of the Listing Agreement. In addition, the Company has also adopted the non-mandatory requirements of constitution of the Remuneration and Nomination Committee and tenure of office of Independent Directors. V. Non-mandatory requirements : Adoption of non-mandatory requirements of Clause 49 of the Listing Agreement is being reviewed by the Board from time-to-time. 5

9 7. Means of Communication: The quarterly, half-yearly and annual financial results of the Company are forwarded to Bombay Stock Exchanges and are published in one English Daily and one Bengali Daily. The results are also available at its website, 8. Board Independence : The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149 of the Companies Act, 2013 and Rules made thereunder and meet with requirement of Clause 49 of the Listing Agreement entered into with the Stock Exchanges. 9. Selection of Independent Directors Considering the requirement of skill sets on the Board,eminent people having an independent standing in their respective field /profession, and who can effectively contribute to the Company s business and policy decisions are considered by the Human Resources, Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons. The Board considers the Committee s recommendation, and takes appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law. 10. Lead Independent Director The Company s Board of Directors has designated Mr. L.K.Parwa as the Lead Independent Director. The Lead Independent Director s role is as follows: I. To preside over all meetings of Independent Directors II. To ensure there is an adequate and timely flow of information to Independent Directors III. To liaise between the Chairman and Managing Director, the Management and the Independent Directors IV. To preside over meetings of the Board and Shareholders when the Chairman and Managing Director is not present, or where he is an interested party V. To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors 11. Meetings of Independent Directors The Company s Independent Directors meet at least once in every f!nancial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company s affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors views to the Chairman and Managing Director. 12. Shareholder Information: (i) 6 20th Annual General Meeting: Date : 30th September 2014 Time : a.m. Venue : 58/3, B. R. B. Basu Road, 1st Floor, Kolkata (ii) Financial Calendar: April, 2014 to March 2015 Publication of results for the Financial Year First Quarter results: before 14 th August, 2014 Second Quarter and half-yearly results : before 14 th November, 2014 Third Quarter results : before 14 th February, 2015 Fourth Quarter results and results for the year ending on : before 31 st May 2015 (iii) (iv) Book Closure: From 24th September, 2014 to 30th September, 2014 (both days inclusive) Listing on Stock Exchanges and Stock code: The Equity shares of the Company are listed on the following Stock Exchanges: Name of the Stock Exchange Address Scrip Code No The Bombay Stock Exchange Ltd P. J. Towers Dalal Street Mumbai ISIN Number for NSDL and CDSL INE153C The Company is listed with Bombay Stock Exchange Limited and Listing Fees for the Year has been paid.

10 (v) Market Price Data: Monthly high and low quotation of shares traded on the Bombay Stock Exchange Ltd for the year : Month High Price (Rs.) Low Price (Rs.) April 13 No Trading No Trading May 13 No Trading No Trading June July 13 No Trading No Trading August September October November December 13 No Trading No Trading January 14 No Trading No Trading February 14 No Trading No Trading March (vi) Registrar & Share Transfer Agent Niche Technologies Pvt. Ltd. D-511, 5 th Floor, Bagree Market, 71 B. R. B Basu Road, Kolkata (vii) Distribution of Shareholding as on 31 st March, 2014 No. of Equity Shares held No. of % age of Total No. of % age of From To Shareholders Shareholders Shares Share Holding above Total Categories of Shareholders as on 31 st March 2014 Category No. of Shares held % to paid-up Capital Promoters, Relatives and Associates 19,56, Financial & Investment Institutions Mutual Funds Non-Resident Individuals Bodies Corporate [other than covered in (a) & (b) above] 33,25, Resident Individuals 13,74, Others (Clearing Member/Corp.) 9, Total 36,66, (viii) Dematerialization of Shares: The Equity shares of the Company are available for dematerialisation with National Securities Depository Limited (NSDL) and Central Depository Services of India Ltd. (CDSL). The equity shares of the company have been notified by SEBI for settlement only in the demat form. At present 88.26% of the company s equity shares are held in dematerialized form. The break-up of shares held in demat and physical form is given hereunder: As on 31 st March 2014 No. of shares % age Issued Capital 36,66, Paid Up Capital (i) NSDL 30,98, (ii) CDSL 1,37, (iii) Physical 4,30, Grand Total: 36,66,

11 (ix) (x) (xi) Secretarial Audit for Reconciliation of Capital: As stipulated by SEBI, a qualified practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges where the company s shares are listed. The audit confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form. Office Location: Vintage Securities Limited 58/3,B. R. B. Basu Road, Kolkata (West Bengal) Share Transfer System: Shares are transferred at the meeting of the Shareholders / Investors Grievance Committee of the Directors which meets at a frequent intervals. (xii) Address for Correspondence: Investors correspondence may be addressed to: The Company Secretary and Compliance Officer Vintage Securities Limited, 58/3,B.R.B.Basu Road, Kolkata Phone Nos , Fax No vintage.capital@gmail.com OR M/s. Niche Technologies Pvt. Ltd. D-511, Bagree Market, 71, B.R.B Basu Road, Kolkata Phone No / An exclusive id is created to redress the complaints of the investors instantly. The investors can redress their grievance by sending their mails to compliancevsl@gmail.com 8

12 MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENTS The NBFC business segment is dominated by several very large companies. The smaller companies have very limited scope of business. Our Company, also being a small NBFC, has very limited scope of business. BUSINESS OPPORTUNITIES AND THREATS For a NBFC of our size, there are not many business opportunities. Unless we acquire size, the future does not look promising. OUTLOOK The Company intends to maintain its focus on investments in shares, securities, mutual funds and infrastructure bonds. RISKS AND CONCERNS The Company is exposed to specific risks that are particular to its business and the environment, within which it operates, including interest rate volatility, economic cycle, market risk and credit risk.the Company manages these risks by maintaining a conservative financial profile and by following prudent business and risk management practices. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an adequate system of internal controls commensurate with the size and nature of business. The Management ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines. The audit committee of the Board of Directors reviews the adequacy of internal controls. The Company is complying with all the mandatory requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement. This has improved the management of the affairs of the Company and strengthened transparency and accountability. FINANCIAL PERFORMANCE VIS-À-VIS OPERATIONAL PERFORMANCE Your Company is a small sized, Public Limited, Listed, Non-Banking Finance Company (NBFC). While the income levels of the Company has remained stagnant, the administrative expenditure has been minimised. As a result, the Profit after tax for the year is Rs 2.79 Lakhs against profit after tax of Rs Lakhs for the previous year. FULFILLMENT OF RBI NORMS AND STANDARDS The Company continues to fulfill all applicable norms and standards laid down by the Reserve Bank of India pertaining to prudential norms, income recognition, accounting standards, asset classification and provisioning of bad and doubtful debts as applicable to NBFC s. HUMAN RESOURCES The Company has only one (1) employee as on 31 st March, CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing your Company s position and expectations or predictions are forward looking statements within the meaning of applicable securities laws and regulations. These statements are based on certain assumptions and expectations of future events. Actual results could differ materially from those expressed or implied. The Company assumes no responsibility to publicly amend, modify or revise any forward statements on the basis of any subsequent developments, information or events. For and on behalf of the Board Place: Kolkata V.K. Mohatta L K Parwa Date: Director Director 9

13 CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION We, Vijay Kumar Mohatta, Director and Subrata Roy, Company Secretary & Manager (Finance) of Vintage Securities Ltd to the best of our knowledge and belief, certify that: 1) We have reviewed financial statements and cash flow statement for the year. 2) Based on our knowledge and information, these statements do not contain any materially untrue statement or omit any material or contain statements that might be misleading. 3) Based on our knowledge and information, the financial statements, and other financial information included in this report, present in all material respects, a true and fair view of the company s affairs, and are in compliance with the existing accounting standards and/or applicable laws and regulations. 4) To the best of our knowledge and belief, no transactions entered into by the company during the year are fraudulent, illegal or violative of the company s code of conduct. 5) We are responsible for establishing and maintaining internal controls, and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. 6) We have disclosed based on our most recent evaluation, wherever applicable, to the company s auditors and the audit committee of the company s Board of Directors: a) significant changes in internal controls during the year; b) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and c) instances of significant fraud of which we are aware and the involvement therein, if any, of the management or an employee having a significant role in the company s internal controls system. Place: Kolkata V K Mohatta Subrata Roy Date: Director Company Secretary & Manager (Finance) 10 AUDITORS REPORT ON CORPORATE GOVERNANCE To The Members of M/s VINTAGE SECURITIES LIMITED We have examined the compliance of conditions of Corporate Governance by M/s Vintage Securities Limited for the year ended March 31, 2014 as stipulated in clause 49 of the Listing Agreement of the said company with the Stock Exchanges. The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of the Corporate Governance as stipulated in the above mentioned Listing Agreement. As required by the Guidance Note on certification of Corporate Governance issued by the Institute of Chartered Accountants of India, we state that in respect of investor grievances received during the year ended March 31, 2014 no investor grievances are pending against the company as per the records maintained by the company and presented to the Shareholders / Investors Grievance Committee of the company. We further assure that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company. For S. Singhi & Associates Chartered Accountants (CA SUNIL SINGHI) Proprietor Place: Kolkata Membership No. : Date : Firm Registration No. : E

14 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF M/S. VINTAGE SECURITIES LIMITED Report on the Financial Statements We have audited the accompanying financial statements of M/s Vintage Securities Limited, which comprise the Balance Sheet as at 31 st March 2014, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the company in accordance with the Accounting Principles generally accepted in India, including Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Opinion In our opinion and to the best of our information and according to explanations given to us, the financial statements give the information required by Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2014 b) in the case of Statement of Profit and Loss, of the Profit of the Company for the year ended on that date, and c) in case of the Cash Flow Statement, of the Cash flow of the Company for the year ended on that date Report on Other Legal and Regulatory Requirements 1) As required by the Companies (Auditor s Report) Order, 2003 ( the Order ) as amended by the Companies (Auditor s Report) (Amendment) Order,2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matter specified in paragraphs 4 and 5 of the said Order. 2) As required by section 227 (3) of the companies Act, We further report that : a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit. b) In our opinion proper books of accounts as required by the law have been kept by the company so far as appears from our examination of those books. c) The Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account. d) In our opinion, the Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/ 2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, e) On the basis of the written representations received from the directors, as on 31 st March, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2014 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, ) As required under Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008 issued by the Reserve Bank of India in terms of Section 45 I (f) of the RBI Act, 1934 (2 of 1934) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we hereby state that under paragraphs 3A & 3C of the said directions: (A) The company has received the Certificate of Registration from Reserve Bank of India for registration as Non Banking Financial (B) Company as non deposit taking company on (Certificate No ). In terms of its assets / income pattern for the financial year 31 st March, 2014 the company is entitled to continue to hold such Certificate of Registration. We further state that: a) The Board of Directors has passed a board resolution for the non acceptance of any public deposits. b) The Company has not accepted any public deposits during the year. c) The Company has complied with the Prudential Norms relating to Income Recognition, Accounting Standards, Asset Classification and Provisioning for Bad and Doubtful Debts as applicable to it. d) The company is not a Systemically important non deposit taking non-banking financial company. FOR S. SINGHI & ASSOCIATES Chartered Accountants ICAI FRN : E (CA. Sunil Singhi) Kolkata Proprietor Date : 28 th day of May, 2014 Membership No

15 Annexure referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report of even date of M/s Vintage Securities Limited (i) (ii) (iv) (iii) IN RESPECT OF FIXED ASSETS: (a) (b) (c) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. The fixed assets of the company have been physically verified by the management during the year, which in our opinion provides for physical verification of all the assets at reasonable intervals. No discrepancies were noticed on such verification of fixed assets. The Company has not disposed off substantial part of its fixed assets. IN RESPECT OF INVENTORIES: (a) (b) (c) As explained to us, stock of shares & securities were physically and/or from demat statement verified during the year by the Management. In our opinion and according to the information and explanations given to us the procedures of verification of stock of shares & securities followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business. In our opinion and according to the information and explanations given to us the company has maintained proper records of its stock of shares & securities and no discrepancies were noted on such verification of stock of shares & securities. IN RESPECT OF LOAN: (a) (b) (c) According to the information and explanations given to us, the company has granted unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Act during the year. The rate of interest and other terms and conditions of such loans (given on demand basis) are, in our opinion, prima facie not prejudicial to the interest of the company (no. of entity: 2, amount involved: Rs lacs & balance at year end: Rs Lacs) According to the information and explanations given to us, the company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the year. Hence, the provisions of clause iii (b), (c), (d) of paragraph 4 are not applicable to the company In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase and sale of shares & securities. Further on the basis of our examination of the books of account and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct any major weaknesses in the internal control system. (v) In respect of transaction entered in the register maintained in pursuance of section 301 of the Companies Act, (vi) (vii) (viii) (ix) (a) (b) To the best of our information and belief and according to information & explanations given to us, the transaction that needs to be entered into the register in pursuance of section 301 of the Companies Act, 1956 have been so entered. According to information and explanations given to us, where the value of each such transaction is in excess of Rs.5 lacs, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time. IN RESPECT OF DEPOSITS: According to the information and explanations given to us, the Company has not accepted any deposits from the public under the provisions of section 58A and 58AA or any other relevant provisions of the Act and rules framed there under. IN RESPECT OF INTERNAL CONTROL SYSTEM: According to the information and explanations given to us, the company does have an internal audit system, which is commensurate with the size and nature of its business. According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Govt. under clause (d) of sub section (1) of section 209 of the Companies act. As per information provided to us, the company is regular in depositing undisputed statutory dues in respect of Income Tax, Cess and any other Statutory Dues with the appropriate authorities. Provisions of the Employee s Provident Fund and Miscellaneous Provisions Act and the Employee s State Insurance Act are not applicable to the company. According to information & explanations given to us and records of the company examined by us, there are no arrears of statutory dues outstanding for more than six months as on , which have not been deposited on account of any dispute. 12

16 (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi) The company has no accumulated losses as at March 31, The company has not incurred cash losses during the period covered by the report and in the financial year immediately preceding the period covered by the report. The company has not taken any loan from banks or financial institution or debenture holders during the year. According to the information and explanations given to us the company has not granted loans or advances on the basis of securities by way of pledge of shares, debentures or other securities. According to information and explanations given to us, the provisions of any special statute applicable to chit fund, nidhi, mutual benefit fund/ societies is not applicable to the company during the year. We have broadly reviewed the books of accounts and records maintained by the company and state that prima-facie, proper records have been maintained of the transactions and contracts relating to trading in shares & other investments and timely entries have been made therein. The shares & securities including investment have been held by the company in its own name except to the extent exempted under section 49 of the Companies Act, According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. The company has not taken any term loan during the year. To the best of our knowledge and belief and according to the information and explanations given to us, we report that no funds raised on short term basis have been used for long term investment or vice versa. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The company has not raised any money by way of issue of debentures and thus it is not required to create any securities/charges thereof. The company has not raised money by public issues during the year; hence the question of disclosure and verification of end use of such money does not arise. To best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year. FOR S. SINGHI & ASSOCIATES Chartered Accountants ICAI FRN : E (CA. Sunil Singhi) Kolkata Proprietor Date : 28 th day of May, 2014 Membership No

17 BALANCE SHEET AS AT 31 ST MARCH, 2014 I. EQUITY AND LIABILITIES Rs. in ( 000) Rs. in ( 000) Notes As at As at No Shareholders Funds Share Capital 2 37, , Reserves and Surplus 3 3, , , , Non-Current Liabilities Long Term Provisions Current Liabilities Other Current Liabilities Short Term Provisions TOTAL 41, , II. ASSETS Non-Current Assets Fixed Assets 7 Tangible Assets Non-Current Investments 8 35, , Long-Term Loans and Advances Other Non-Current Assets , , Current Assets Inventories 11 Cash and Bank Balances Short-Term Loans and Advances 13 4, , , , TOTAL 41, , Significant Accounting Policies & Notes on Financial Statements 1 to 30 In terms of our report of even date attached here with For S. SINGHI & ASSOCIATES Chartered Accountants For and on behalf of the Board (CA Sunil Singhi) Proprietor Membership No Firm Registration No. : E Place : Kolkata Date : 28th day of May, 2014 Vijay Kumar Mohatta Director Laxmi Kant Parwa Director Subrata Roy Company Secretary & Manager (Finance) 14

18 STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31 ST MARCH, 2014 Rs. in ( 000) Rs. in ( 000) Notes For the year ended For the year ended No INCOME Revenue from Operations Other Income Total Revenue (A) EXPENSES Employee Benefit Expenses Finance Costs Depreciation and Amortization Expenses Other Expenses Total Expenses (B) Profit Before Exceptional And Extraordinary Items And Tax (A-B) Exceptional Items Profit Before Extraordinary Items and Tax Extraordinary Items Profit Before Tax Tax Expense: Current Tax (66.67) (31.50) Deferred Tax Income Tax Adjustment for Earlier Years Profit/(Loss) For The Year From Continuing Operations Earning Per Equity Share (Face Value Rs. 10/- Per Share) Basic Diluted Significant Accounting Policies & Notes on Financial Statements 1 to 30 In terms of our report of even date attached here with For S. SINGHI & ASSOCIATES Chartered Accountants (CA Sunil Singhi) Proprietor Membership No Firm Registration No. : E Place : Kolkata Date : 28th day of May, 2014 For and on behalf of the Board Vijay Kumar Mohatta Director Laxmi Kant Parwa Director Subrata Roy Company Secretary & Manager (Finance) 15

19 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014 Description Year ended Year ended Rs. in ( 000) Rs. in ( 000) A. Cash Flow From Operating Activities Profit/(Loss) for the year after tax Adjustment for : Depreciation Interest Paid 0.58 Operating Profit before Working Capital Changes Changes in :- Loans & Advances (317.84) (288.94) Trade & Other Payables IncomeTax Paid (11.76) (31.58) Net Cash Flow from Operating Activities (A) B. Cash Flow From Investing Activities Increase in Fixed Deposit (Maturing after three months) (235.00) Net Cash Flow From Investing Activities (B) (235.00) C. Cash Flow From Financing Activities Interest Paid (0.58) Net Cash Flow From Financing Activities (C) (0.58) Net Increase/(Decrease) in Cash and Equivalents (168.55) Cash & Cash Equivalents (Opening Balance) Cash & Cash Equivalents (Closing Balance) * Fixed Deposit maturing after three months not considered in Cash & Cash Equivalents. In terms of our report of even date attached here with For S. SINGHI & ASSOCIATES Chartered Accountants For and on behalf of the Board (CA Sunil Singhi) Proprietor Membership No Firm Registration No. : E Place : Kolkata Date : 28th day of May, 2013 Vijay Kumar Mohatta Director Laxmi Kant Parwa Director Subrata Roy Company Secretary & Manager (Finance) 16

20 Notes on Financial Statements for the Year ended 31st March, 2014 NOTE: 1 BASIS OF PREPERATION OF FINANCIAL STATEMENTS: The financial statements have been prepared in accordance with generally accepted accounting principles in India. The company has prepared these financial statements to comply in all material respects with the notified accounting standard by Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956 (as amended) to the extent applicable read with the circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and as per the guidelines issued by the Reserve Bank of India (RBI) as applicable to a Non Banking Finance Company(NBFC). The financial statements have been prepared under the historical cost convention on an accrual basis except as otherwise stated elsewhere. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year, except for the change in presentation and disclosure of financial statements explained below. NOTE: 1.1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in India requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based upon management s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. b. Tangible fixed assets Fixed Assets are valued at cost less accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing cost if capitalization criteria met and directly attributable cost of bringing the assets to its working condition for intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. c. Depreciation on Tangible fixed assets Depreciation on tangible fixed assets is provided on Straight Line Method (SLM) at rates prescribed under the schedule XIV to the Companies Act, Land and Building are not depreciated. d. Borrowing Costs Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Interest and other borrowing costs directly attributable to the acquisition, construction or installation of qualifying capital assets till the date of commercial use of the assets are capitalized. Other borrowing costs are recognized as an expense in the period in which they are incurred. e. Impairment of assets The carrying amount of assets is reviewed at each balance sheet date for any indication of impairment based on internal /external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and its value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. 17