DIRECTORS' REPORT

The Directors present the Twenty First Annual Report and Audited Accounts of the Company for the year ended 31st March 2015.

 FINANCIAL RESULTS                    

DIVIDEND

In view of loss under review, your Directors express their inability to recommend a dividend for the year under review.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

 OPERATIONS

During the year under review the income from operations increased from Rs. 3854.39 lacs to Rs.5789.49 lacs. The Company has made a loss before tax of Rs. 94.41 lacs as against loss of Rs. 633.71 lacs in the previous year.

(a) Capital Market Division

With the new government taking various measures to revive the Indian economy, renewed interest of investors and other market participants was witnessed eventually leading to increase in volumes in the Capital Market. Nonetheless, the economic recovery will take some time to translate into higher earnings of the corporates.

While the Global economy is also showing some signs of recovery, element of uncertainty still remains with unwinding of unprecedented monetary measures adopted by various economies.

Due to increase in participation by retail and institutional customers, the revenues increased substantially. At the same time, to benefit on the improved market conditions and increased volumes, costs also increased, especially related to manpower due to increase in staff strength. Concentrated efforts are put to make better use of technology to reduce the cost and better the customer service going ahead.

b) Wholesale Debt Market Division

During the year under review your Company has made its significant presence as an Arranger for many primary issuances of Bonds and NCDs by Corporates and PSUs. The Company managed the CP issuances by leading Corporates and  PSUs. The Company has been rated by Prime League table as one of the top 15 long-term debts Arranger and as No.4 Arranger for CP placement. The Company has emerged as one of the top intermediary of Non-SLR debt papers in WDM segment of NSE/BSE.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this reportFIXED DEPOSITS

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditors function is defined in their  letter of engagement.  To maintain its objectivity and independence, the Internal Audit function reports to the Board and to the Whole-time director.  

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Board.

SUBSIDIARY

During the year under review, LKP Wealth Advisory Private Limited is incorporated to commence the business of advisory services in investment and wealth management.   

As per the Circular No. 51/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Company's subsidiary. 

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and it's subsidiary, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.  

DIRECTORS

Mr. M. V. Doshi (holding Din No. 00123243) retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re-appointment.

There were five Board Meetings held during the financial year ended 31st March 2015, namely on 9th May 2014, 31st July 2014,  4th November 2014, 29th January 2015 and 27th March 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

 All directors had attended the aforesaid Board Meetings and Annual General Meeting.

The Company has received declarations from all the Independent Director/s of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2015 and state that :

i.     in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii.    the Directors have 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/loss of the Company for that period;

iii.   the Directors have 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;

iv.  the Directors have prepared the annual accounts on a going concern basis;

v.   the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi.  there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

 AUDITORS' REPORT

M/s. Ford, Rhodes, Parks and Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith.  

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 Board of Directors continuously monitoring business risk and take necessary steps as and when it require to mitigate the same.  

At present the company has not identified any element of risk which may threaten the existence of the company.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The Company did not have any employee falling within the scope of Section 197 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.              

The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company.  There are no foreign exchange earnings and outgo during the year under report.  CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Company  as approved by their Board of Directors.

SHARES

The Company has not:bought back any of its securities during the year under review.issued any Sweat Equity Shares during the year under review.issued any Bonus Shares during the year under review.provided any Stock Option Scheme to the employees. Human Resources

There has been no material development on the Human Resource/Industrial Relations front during the year. The Company places significant importance to its human capital. As on 31st March 2015 there are 875 employees employed by the Company. The company has also provided medical insurance for its employees and family members as a welfare measure. The company has been paying special attention to improve the skill set of the employees through various training programs. All employees are encouraged and motivated to get themselves certified in relevant industry standard certifications such as CFP, NCFM, BSEC and AMFI.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)  Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

�                No of complaints received: Nil

�                No of complaints disposed off. Nil

 ACKNOWLEDGMENT

Your Directors place on record their sincere gratitude for the support received from the B S E Ltd., National Stock Exchange of India Ltd., other govt. and regulatory agencies, our esteemed clients and Banks and look forward to receive their continued support.  Your Directors also greatly appreciate the commitment and dedicated efforts of all employees.

                                                               For and on behalf of the Board of Directors

Mumbai                                                                          (Pratik M. Doshi)       (Dinesh K. Waghela)

5th May, 2015                                                                 Whole-time Director                      Director

The prescribed particulars of Conservation of Energy, do not apply to your Company.

The prescribed particulars of Conservation of Technology Absorption do not apply to your Company.

There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2015 and state that : i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii. the Directors have 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/loss of the Company for that period; iii. the Directors have 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; iv. the Directors have prepared the annual accounts on a going concern basis; v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.