COVER PAGE - INITIAL PAGES.CDR

ANNUAL REPORT 2014 - 2015

202, Maker Tower 'E' Cuffe Parade, Mumbai - 400 005+ 91 (22) 2217 8300 CIN: U99999MHI986PLC040298www.sbicaps.comLook no further than SBICAP

Theleader

by far

Theleader

by far

Consistent

leadership.Persistent

growth.

At SBICAP, we believe that the true vision and determination of a leader is best

put to the test when the going gets tough. Comes as no surprise that we, as

India's top financial advisory and investment banking solutions provider, have

passed that test with flying colours. After riding out the financial downturn

admirably, as markets turned positive, we have seized every opportunity

available to extend our leadership position. Today we stand committed to

continually improve and explore new business areas in order to achieve

greater success.

The Leader's

VisionTo be India's topmost Investment Bank. The Leader's

MissionTo provide credible, professional and world class investment banking services to our each and every customer.

Board of Directors 4-5

Awards & Rankings 6-7

About Us 8

Financial Highlights & Market Standing 9-11

The Infrastructure Group 12

The Investment Banking Group (IBG) 14

Directors' Report 15

Auditor's Report 71

CAG Comments 81

Balance Sheet 82

Profit & Loss Account 83

Cash Flow Statement 84

Schedules 86

Form AOC-1 115

004 ANNUAL REPORT 2014-15

BOARD OF DIRECTORS

Smt. Arundhati BhattacharyaChairman

Shri V. G. KannanDirector

Smt. Aruna JayanthiDirector

Shri Narayan K. SeshadriDirector

Smt. Bharati RaoDirector

005ANNUAL REPORT 2014-15

Shri Devinjit SinghDirector

Shri. Ashok KiniDirector

Shri P. K. Gupta MD & CEO

The Leader's

Guides

Dr. Dharmendra BhandariDirector

PRIME DATABASE

Ranked No. 1 in Rights Issues for FY

2015 in terms of both size as well as number of issues

Ranked No. 1 in IPO/FPO/Rights

Issues/OFS Issues for FY 2015

representing 78.8% of the overall amount raised

IFR ASIA ASIAMONEY

DEALOGIC

Ranked No.1 MLA with 7.2% market share (USD 20,287 Mn) in the Dealogic

Global Project Finance League

Loans rankings 2014

No.1 MLA of Global PFI/PPP Project

Finance Loans with market share of

6.7% (USD 3081 Mln)

No.1 Financial Adviser (28.0%

market share) in the Asia Pacific Project Finance Financial Adviser Ranking

No.1 MLA Asia Pacific Project

Finance Loans with a 19.6% market

share

No.1 Asian Project Finance Loans with 28.9% market share (USD 19,141 Mln)

IFR Asia 'Best high yield bond, 2014' for Tata Steel's US$1.5

Bn dual-tranche bond issue

Regional Capital Markets Awards for

'Best High Yield Bond' for Tata Steel

US$ 1.5 Bn dual tranche senior bond

THE ASSET TRIPLE A REGIONAL AWARDS 2014 M&A NATIONAL

Best high yield bond/ Best new

bond for Tata Steel US$1.5 Bn 5.5-year and 10-year bonds

"Deal of the Year" Award for 2014

AWARDS & RANKINGS


THOMSON REUTERS-PFI

No. 1 Mandated Arrangers

for Asia Pacific & Japan with a market

share of 7.9%

No. 1Book Runner for Asia

Pacific & Japan with a market share of 14.6%


BLOOMBERG

No.1 Mandated Lead Arranger in Asia-Pac

Ex-Japan Loans League Tables 2014,

with market share of 8.4%

(USD 43,857Mn)

No.1 Book Runner Asia-Pac ex-Japan

Loans - market share 12.5%

(Volume USD 40,259 Mln)

In the Asia Pacific Ex -Japan

Top Ten Deals, TATA STEEL ODISHA LTD ranked 5th in the list

No. 1 in the India Loans

MLA Tables, with a market share of 57.3%

(USD 43,668 Mln)

No.1 India Loans Mandated Arranger (INR) with a market

share of 75.5% (Rs.2,151 Bn)

The Leader's

Hall ofFame


SBI Capital Markets Ltd. (SBICAP),

India's largest domestic Investment

Bank, began its operations in

August 1986 and is a wholly

owned subsidiary and investment

banking arm of State Bank of India

(SBI), the largest commercial bank

in India.

SBICAP offers the entire bouquet of investment banking and corporate advisory

services. The service bouquet includes the full range of financial advisory services

under one umbrella covering Project Advisory and Loan Syndication, Structured

Debt Placement, Capital Markets, Mergers & Acquisitions, Private Equity and

Stressed Assets Resolution.

As a complete solutions provider to clients in investment banking and corporate

advisory, SBICAP offers them advice, innovative ideas, and unparalleled execution

across all stages in their business cycle ranging from venture capital advisory, project

advisory, buy and sell-side advisory, accessing financial markets to raise capital and

even restructuring advisory in their turn-around phases. SBICAP is a global leader in

the area of Project Loan Syndication and has lent crucial support to the Indian

infrastructure sector.

SBICAP is known for its astute professionalism and business ethics. The team of

executives consists of qualified and dedicated professionals with vast experience in

the fields of Project Advisory, M&A Advisory, Corporate Strategy or Business

Restructuring Advisory, arranging of Private Equity/Structured Finance, Equity,

Debt and Hybrid Capital raising.

Headquartered in Mumbai, SBICAP has 5 regional offices across India (New Delhi,

Kolkata, Chennai, Ahmedabad and Hyderabad), 2 branch offices (Pune and

Guwahati) and 5 subsidiaries - SBICAP Securities Limited, SBICAP Trustee Company

Limited, SBICAP Ventures Limited, SBICAP (UK) Limited and SBICAP (Singapore)

Limited. The regional offices are located strategically at major business hubs in the

country and closely liaise with clients at those and nearby centers.

SBICAP also offers services in the areas of Equity Broking & Research, Security Agency

& Debenture Trusteeship and Private Equity Investment & Asset Management

through its wholly-owned subsidiaries SBICAP Securities Limited, SBICAP Trustee Co.

Ltd and SBICAP Ventures Limited, respectively.

The

Leaderso far

ABOUT US

FY 11

FY 12

FY 13

FY 14

FY 15

0 50 100 150 200 250 300 350 400 450

FY 11

FY 12

FY 13

FY 14

FY 15

0 10 20 30 40 50 60 70 80 90

FY 11

FY 12

FY 13

FY 14

FY 15

0 100 200 300 400 500 600 700 800 900 1000

FY 11

FY 12

FY 13

FY 14

FY 15

656.55

490.81

549.77

594.62

715.13

0 100 200 300 400 500 600 700 800 900

PROFITAFTER TAX

(` in crores)

FINANCIALHIGHLIGHTS

GROSSINCOME

(` in crores)

EARNINGSPER SHARE

(` in crores)

NETWORTH

(` in crores)


374.72

250.98

296.00

265.28

338.00

64.57

43.25

51.00

45.71

58.24

649.86

766.82

878.10

952.38

989.54

MARKET STANDING


Source: Bloomberg - India League Table 2013

Includes all eligible syndicated loan transactions in India in any currencies (both INR and foreign currencies)

*

ICICIIDBI Bank RBS

INDIA LOANS BOOK RUNNER (CY 13)(Volume in USD mn; market share in %)

4000

2000

0Axis Bank

22027 5686 195760%

50%

40%

20%

10%

0%

1755 1285

50.3%

13.0%

4.5% 4.0%2.9%

30%

6000

8000

10000

12000

14000

16000

18000

20000

State Bankof India*

ICICI IDBI Bank RBS

INDIA LOANS MANDATED ARRANGER (CY 13) (Volume in USD mn; market share in % )

30000

25000

20000

15000

10000

5000

0Axis Bank

22209 6122 278060%

50%

40%

20%

10%

0%

2257 1369

40.4%

11.1%

5.1% 4.1% 2.5%

35000

30%


*

State Bankof India*

INDIA LOANS MANDATED ARRANGER (CY 14)(Volume in USD mn; market share in %)

State Bank Axis Bank ICICI IDFC Capital Standard of India* Chartered Bank

4,558 3,322 1,783 1,663

6.00%

4.4% 2.3% 2.2%

30000

25000

20000

15000

10000

5000

0

60%

50%

40%

20%

10%

0%

30%


*

43,66857.3%35000

INDIA LOANS BOOK RUNNER (CY 14)(Volume in USD mn; market share in %)

State Bank Axis Bank ICICI Standard Detsche of India* Chartered Bank Bank AG

40,159 5,080 2,776 1,892 1,742

4000

2000

0

60%

50%

40%

20%

10%

0%

30%

6000

8000

10000

12000

14000

16000

18000

20000

Source: Bloomberg - India League Table 2014


*

*

2.6%

59.9%

7.6%

4.1% 2.8%


PRIVATE PLACEMENT OF DEBT(` in lakhs) FY 15

6000000

5000000

4000000

3000000

2000000

1000000

800000

600000

400000

200000

0 Axis Bank TRUSTINV ICICI IDFC I-SECPD SBICAP (Rank 16)

5229249 2858936 2663426 1968720 1898732 793612

JM BAML SBICAP Kotak DEUTSCHE Financial (DSPML) (Rank 3) Mahindra

ALL EQUITIES(` in lakhs) FY 15

5000000

4500000

4000000

3500000

3000000

2500000

2000000

1500000

1000000

500000

0

3382143.40 3319831.94 3017825.49 2945182.37 2907061.11

PUBLIC ISSUE OF DEBT(` in lakhs) FY 15

9000000

8000000

7000000

6000000

5000000

4000000

3000000

2000000

1000000

0 Edelweiss AK I-SEC RRINV SBICAP Capital (Rank 5)

10000000546252.54 490182.12 449351.83 244840.24 233358.522995396 2097062 1854953

SBICAP(Rank 7)

AxisCapital (ENAM)

AK Capital

PUBLIC ISSUE OF DEBT

3767650

I-SEC

5000000

4500000

4000000

3500000

3000000

2500000

2000000

1500000

1000000

500000

0

3018955

Edelweiss

(` in lakhs) FY 14

Source: Prime Database

8426830 6960650 6650887

Axis Bank I-SECPD

AKCapital

PRIVATE PLACEMENT OF DEBT

11048450

2000000

1800000

1600000

1400000

1200000

1000000

800000

600000

400000

200000

0

8689920

4855700

TRUSTINV

(` in lakhs) FY 14

ICICIBank

SBICAP(Rank 13)


UBS J.P.Morgan

SBICAP

ALL EQUITIES

Citi Group

KotakMahindra

(` in lakhs) FY 14

5000000

4500000

4000000

3500000

3000000

2500000

2000000

1500000

1000000

500000

0


1985597.83 1771568.88 1764086.93 1655787.47 1523710.62




The Leader's

playground


THEINFRASTRUCTUREGROUP

SBICAP is the market leader in providing financial advisory and debt/equity syndication services to a large client base in various

sectors with focus on Infrastructure sector and core industries. SBICAP Infrastructure Group (erstwhile Project Advisory &

Structured Finance - PA&SF) provides the best-in-class services and excellence in execution of the very complex transactions

across the service space in order to help the clients grow and achieve their strategic business objectives.

The Group has been the pioneer in advisory services in the country with a comprehensive range of offerings covering the entire

life cycle of the projects. Its wide knowledge base makes it the

foremost choice of the corporates as well as the government

bodies for availing advisory services in infrastructure and core

industries. On the other hand, its strong relationship with banks

and financial institutions - both domestic and overseas, make

SBICAP the market ieader and first port of call for Debt Syndication

services for project finance as well as structured finance

transactions, infrastructure Group also provides services like M&A

advisory, private equity tie up, restructuring advisory, pre-bid

advisory and bid process management services, etc. in this space.

The Infrastructure Group has also established itself firmly in the

structured finance space by successfully structuring and executing

some of the very complex transactions.

This group has a team of around 300 highly qualified professionals

from diversified backgrounds with relevant experience and

expertise in respective infrastructure and core industries sub-

sectors i.e. Energy, Transportation & Urban Infra, Telecom,

Aviation, Mining, Steel etc. With the continued focus of the Indian

Government on infrastructure development, the infrastructure

Group is well placed to continue its eminence in this sector and to

act as a key ally for both the Government and the Private sector in

their endeavours towards overall economic development.


THE INFRASTRUCTURE GROUP OFFERINGS DEBT, M&A AND PRIVATE EQUITY ADVISORY

• Arrange onshore and offshore debt and working capital

• Raise funds from ECA’S and multilateral agencies

• Identify assets for acquisition and strategic investments

• Mobilise private / quasi equity

• Advice on demerger and sale of assets

• Advice on divestment of companies

• Provide acquisition advisory services for both domestic and outbound acquisitions

• Valuation Advisory Services

FINANCIAL APPRAISAL, BID ADVISORY

• Financial appraisal of projects

• due diligence and capital structuring

• Strategy and bid advisory to State / Central Governments and regulatory bodies

• Business valuation and joint venture advisory

STRUCTURED FINANCE : ACQUISITION, LEVERAGE, MEZZANINE FINANCING

AND CONVERTIBLES WITH CUSTOMIZED SOLUTIONS

• Arranging bridge and interim finance for acquisitions

• Structured trade finance for raising funds for overseas companies

• Advising clients for participation in international project syndications

• Structured finance products for off-balance sheet and receivable financing

• Flexible financing scheme under the 5:25 scheme of RBI

CORPORATE RESTRUCTURING OF COMPANIES

• Re-organization and re-capitalization advisory

• Financial viability and business plan advisory

• Debt restructuring both within and outside the CDR/JLF mechanism

• Strategic Debt Restructuring under the RBI framework


INVESTMENT BANKING GROUP (IBG)Our Investment Banking team specializes in assisting

clients with fund-raising from the markets and M & A.

A leading merchant banker of choice, we have been

involved in most major book building and fixed price

offerings over the last decade. IBG assists our clients (Corporates, Banks, Financial institutions, PSUs,

State Government Undertakings, etc.) in fund-raising by way of equity and debt from both Domestic

and Foreign Investors.

Our investor relationships spanning across corporates, banks, domestic and foreign financial

institutions, central and state public sector undertakings, high net-worth individuals and retail

individuals have been long-standing and give us an edge in our product and solution offerings both

in the equity and debt capital markets space.

The M&A team has experts with in-depth knowledge and experience in both domestic and cross -

border mergers and acquisitions and related acquisition financing. The team has handled complex

deals and has many successful deal closures to its credit across different industry verticals. SBICAP is

also the Indian Member of M&A International Inc. (www.mergers.net). Established in 1985, M&A

International Inc. offers unparalleled, global resources of over 600 M&A professionals in every major

financial centre of the world.

EQUITY PRODUCTS AND SOLUTIONS OFFERED BY IBG INCLUDE

• Managing Initial and Follow on Public Offerings (IPOs and FPOs)

• Managing Rights Offering

• Qualified Institutional Placements (QIPs)

• Open offers, buy back and delisting of securities

• Offer for Sale (OFS) on the stock exchange

• Institutional Placement Program (IPP)

• Bulk and block trades on exchanges, and off-market transactions

• Offerings of convertible securities

• Arranging private equity including growth capital, pre-IPO convertibles, Private Investment in Public Equity (PIPE), mezzanine debt and equity, and equity offerings completed as a private placement

• Capital restructuring advisory

• Advisory and arrangement services for products such as AIM listing, Indian Depository Receipts

ADR/GDR and other off-shore equity listing options

• Valuation advisory

DEBT PRODUCTS AND SOLUTIONS OFFERED BY IBG GROUP INCLUDE:

• Private placement of Non-Convertible Debentures (NCDs) / CPS / Bonds (including tax free bonds

• Public Issue of Bonds - including Taxable and Tax Free bonds

• Foreign Currency Denominated Bonds / MTNs

• Structured Debt

• Fund Raising Advisory


Directors' Report For The Year 2014-15

To the Members,

Your Directors are pleased to present the 29th Annual Report of the Company together with the audited accounts for the year ended st31 March, 2015.

FINANCIAL PERFORMANCE

stThe Company’s financial performance, for the year ended 31 March, 2015 is summarized below:

Operating Results

Gross Income :

a) Fee based – Merchant Banking and advisory fees 601.50 532.00

b) Income from securities, Lease and hire purchase and other Income 113.63 62.62

Total 715.13 594.63

Profit before provisions, Depreciation, Interest and Tax 544.67 442.69

Provisions 32.11 51.17

Depreciation 4.66 2.82

Interest 0 -

Profit before tax 507.90 388.70

Less: Provision for Tax 169.90 123.42

Profit after Tax 338.00 265.28

Add: Balance in Profit and loss Account 523.08 460.86

SUB-TOTAL 861.08 726.14

LESS: APPROPRIATION

Transferred to General Reserve 33.80 26.53

Dividend on Equity Shares 249.54 150.89

Tax on Dividend 49.90 25.64

Adjustments, if any* 0.37 -

CLOSING BALANCE 527.47 523.08

Financial Position

Equity Share Capital 58.03 58.03

Reserves and Surplus 960.74 922.55

Other Selected Data

Earnings per share (Rs.) 58.24 45.71

Return on Equity 33% 27%

Dividend per share (Rs.) 43.00 26.00

Book Value per share (Rs.) 175.55 164.22

2015 2014

(Rs. in Crores)

Year ended March 31

st*Carrying Amount of the fixed Assets whose remaining useful life was nil as at 01 April, 2014.

FINANCIAL PERFORMANCE OF THE COMPANY

Your Company performed well during the financial year 2014-2015 and booked fee based income of Rs. 601.50 Crores (previous

year Rs. 532 Crores) which is an increase of 13.06% from FY 2013-14.

The Company continued on its consistent performance with Profit after Tax (PAT) growing to Rs.338 Crores (previous year Rs. 265.28

Crores) resulting in a growth of 27.41%.


The financial year 2014-15 has been a very successful and important year for the Company. The Company was able to capitalize on

the market conditions through its operational excellence, higher efficiency and well executed strategies.

DIVIDEND

At the Board meeting held on 30th March, 2015, the Board had approved an Interim Dividend of Rs.43 per share. The payment of

Interim Dividend has resulted in Dividend outflow of Rs. 249.54 Crores and Dividend Distribution Tax of Rs. 49.90 aggregating to Rs.

299.44 Crores. The Directors recommend that the Interim Dividend of Rs.43 per share be declared as the Final Dividend.

TRANSFER TO RESERVES

Out of the current year’s profits, the Directors propose that a sum of Rs. 33.80 Crores. be transferred to the General Reserve.

REVIEW OF BUSINESS PERFORMANCE OF THE COMPANY

The performance of your Company during the financial year 2014-15 in respect of various activities is as under:

(I) Merchant Banking & Advisory Fees

(a) Investment Banking Group - Equity Capital Market (ECM)

The Company was ranked No.1 in IPO/FPO/OFS Rights Issues for FY 2014-2015 raising over Rs. 28,900 Crores representing 78.8%

of the overall amount raised, having handled the OFS issues for Coal India, Steel Authority of India and IPO of Monte Carlo Fashions.

Coal India OFS is the largest transaction in Indian equity Capital Markets till date and your Company was among the Lead Managers

to the issue.

The Company was ranked No.1 in Rights Issues for FY 2014-15 in terms of both size as well as number of issues, having handled 7 out

of the 14 issues in the market (SBICAP was the sole banker on 2 of these deals) and raising over Rs. 4,300 Crores representing 64% of

the overall amount raised through Rights offer as per league tables published by Prime database.

The Company was also entrusted by the Ministry of Finance, with undertaking a study and preparing a report on mergers and

consolidations in public sector banks as well as recapitalization of these lenders. With the markets turning around ECM group is

actively pursuing several opportunities and has strong pipeline for the next year.

(b) Debt Capital Markets – (DCM)

During FY 2014-2015, the Company had handled debt issues (both Private and Public Issues) aggregating to around Rs. 54,958

Crores. On the Public Issue side, SBICAP handled four Public Issues of taxable Bonds aggregating to Rs. 2,333 Crores, two of which

are from the Private Sector. The Company was associated with Public issue of Muthoott Mini Financiers Ltd, D.S. Kulkarni Developers

Ltd and two issuances of IFCI Ltd. On the Private Placement side, SBICAP placed debt issues aggregating to Rs. 52,625 crores.

Further the Company had executed five Foreign Currency Bond transactions aggregating in excess of USD 4.5 Billion. The Company

continues to be the only Indian Investment Bank helping corporates in raising Foreign Currency Bonds. The bond issuance by ABJA

Investment Pte. (paper guaranteed by Tata Steel) has been awarded as the best in the High Yielding bond category by both IFR Asia

and Asia Money Regional Awards.

The Company had focused on developing the market for new products as well as helped new issuers tap the domestic market. The

Company had undertaken one of India’s largest rupee-denominated future-flow securitization transactions in the bond market in the

oil and gas infrastructure space by IOT Utkal Energy Services Limited. The Company was also advisors to Bangalore Metrorail

Corporation in structuring and placement of the first metro-rail bond issuance in the country. The Company has also successfully

concluded the maiden on-shore rupee bond transaction of Rs. 600 crores for International Finance Corporation, a multilateral

institution which received an overwhelming response from both FII investors as well as domestic investors.



(c) Infrastructure Group

Infrastructure Group was able to maintain its leadership position in the country on account of increase in the number of deals by 30%

and registered a growth of 51% in volume with this, the Group’s fee income in the Financial Year 2014-15 amounted to Rs. 564.58

Crore (Previous year Rs. 490.48 Crore) i.e. an increase of 15.11% over the previous year.

The Company continued to be on the forefront of advisory and syndication services this year (which aggregated to Rs. 488.97 crore

in revenue) which showcases our strength and continuing leadership in the field.

As seen from the rankings, the Company ranked 1st as Mandated Lead Arrangers for Global Project Finance Loans as well as for

Global PFI/PPP Project Finance Loans by Dealogic. This affirms our global presence where we have been able to take significant

strides in the last decade and we continue to do so.

Individual deal wise as well, the Tata Steel Odisha deal was ranked 7th in the Global top 15 deals by Thomson Reuters-PFI and was

the only Indian deal to feature in the list. It was also ranked 5th in the Asia Pacific ex Japan top 10 deal list. Subsequently, the

Company forayed into large ECB syndications as well by raising Euro 1.8 billion for refinancing the debt of Tata Steel Europe. The

Company was also able to execute complex transactions for a number of corporates (Aban Offshore, Bajaj Hindustan, Tata

Teleservices, to name a few) which have been well received by the industry.

It is also noteworthy that during the year the Company was able to proceed with restructuring of 31 deals under the CDR

mechanism (which aggregated to Rs. 77.16 crore in revenue) leading the corporate debt advisory role, as well, in the industry. This is

in tandem to last year and is witness of the lenders’ reliance on our ability as they continued to refer complex cases to the Company.

(d) Non-Infra Group (M&A and PE Group)

The M&A and PE Group successfully closed 24 mandates in the financial year in various areas of M&A Advisory services, acquisition

financing, debt syndication, debt restructuring, feasibility services and business valuations.

The Company has successfully secured securitization mandate of deal value worth Rs. 7,000 Crores from Reliance Capital. The first

tranche of the deal of value around Rs. 200 Crores was completed during this financial year.

During the year, the Company has successfully closed a notable debt restructuring of Rs. 700 crore for Unimark Remedies. The group

achieved a breakthrough with Indian Hotels - Tata group by completing first mandate where the Company did not have any

presence. Our client relationships and trust is exhibited in repeat mandates from existing clients. Orient Cement is one such client

where we got a mandate this year from the existing client. The Company also has added several new clients like Religare Finvest,

ETEA Sicurezza, Satin Creditcare Network Ltd. etc.

(e) Income from Securities- Treasury & Investments

The treasury income for the year ended March 2015 was Rs. 48.12 Crores as against Rs. 47.05 Crores in the corresponding period

last year. During the period apart from investments in liquid funds, investments were done in the short term debt with focus on

maximizing returns. During the year 2014-15 the Company had increased exposure to Fixed Maturity Plans of Mutual funds to take

advantage of falling interest rate and tax savings available.

(II) Qualitative Performance

(a) Human Resources

The Company’s mission to provide credible, professional and customer focused world class investment banking solutions has been

endorsed by several awards & recognitions received by the Company.

The Company believes that “Human Resources” are the critical resource for achieving its objectives and values the resources as

“Intellectual Capital”. The Human Resources function in the Company focuses on transformational rather than transactional

processes and continuously strives to align and benchmark its HR policies/practices to the best industry practices.

The organization is growing rapidly and to keep pace and fuel the growth, experienced professionals were hired from the market

and through campus recruitments from the premier B-schools. Our people integration model ensures minimum process time to

board people in the Company for faster time to productivity.



Diverse set of professionals are integrated within the Company and by fostering performance behaviour. The performance driven

culture is well ingrained in the Company. Performances of individuals are differentiated and “Star Performers” who have contributed

significantly to the business goals of the Company are recognized. The employees are rewarded monetarily as well as by investing

in them for their skills development. During the year 2014-15, 26 officials attended Overseas Training/Conferences/Seminars/

Forums/Summits.

The HR initiatives for talent development through learning and development programmes have ensured that the Company has the

right competencies and skill sets in its workforce to meet the challenging business objectives.

Focus on Talent Management, Competency Development, 360 Degrees Feedback Survey, Career Progression, Market Related

Compensation and Benefits has helped the Company to attract, motivate and retain the talent as well as build a robust pipeline of

future leaders for the Company.

We are an employer providing an equal opportunity to all the employees.

(b) Information Technology

The Group has achieved significant achievement in Enhancing Organisational Efficiency and Enhanced Control through the

Implementation of ERP System. The Group has successfully implemented Oracle e-Business suite ERP system covering Projects,

Finance and Human Resources. Implementation of Oracle Projects for an Investment Bank for covering the Business Process was a

unique in the Industry. The Group was able to roll out the system in a short span of time. The Group is continuously bringing

Technology Infinitives for organisational growth.

AWARDS & RECOGNITION

Your Company continued to receive both domestic and international awards during the financial year 2014-15, the most prominent

being:

• IFR Asia ‘Best high yield bond, 2014’ for Tata Steel’s US$1.5 bn dual-tranche bond issue

• Asiamoney - Regional Capital Markets Awards for ‘Best High Yield Bond’ for Tata Steel US$ 1.5 Bn dual tranche senior bond

• Best high yield bond/ Best new bond for Tata Steel US$1.5 bn 5.5-year and 10-year bonds at The Asset Triple A Regional

Awards 2014

• "Deal of the Year" Award for 2014 from M&A International

We received top rankings from many ranking agencies. Significant among them are:

n Dealogic

• Ranked No.1 Mandated Lead Arranger (MLA) with 7.2% market share (USD 20,287 Mn) in the Dealogic Global Project

Finance League Loans rankings 2014

• No.1 MLA of Global PFI/PPP Project Finance Loans with market share of 6.7% (USD 3081 Mn)

• No.1 Financial Adviser (28.0% market share) in the Asia Pacific Project Finance Financial Adviser Ranking

• No.1 MLA Asia Pacific Project Finance Loans (19.6% market share)

• No.1 Asian Project Finance Loans with 28.9% market share (USD 19,141 Mn)

• In the Global Top 15 deals, Tata Steel Odisha ranked 7th, the only Indian deal to feature in the list.

n Bloomberg League Tables

• No.1 MLA in Asia-Pac Ex-Japan Loans League Tables 2014, with Market share of 8.4% (USD 43,857Mn)

• No.1 Book Runner Asia-Pac ex-Japan Loans - market share 12.5% (Volume USD 40,259 Mn)

• In the Asia Pacific Ex -Japan Top Ten Deals, TATA STEEL ODISHA LTD ranked 5th in the list.




• In the India Loans MLA Tables, SBI tops the list with market share of 57.3% (USD 43,668 Mn)

• No.1 India Mandated Loans Arranger (INR)- Market Share 75.5% (Rs.2,151 Bn)

n Thomson Reuters-PFI

• Ranked No. 1 Mandated Arrangers Asia Pacific & Japan with market share of 7.9%

• No.1 Book Runner Asia Pacific & Japan with market share of 14.6%

n Prime Database

• Ranked No 1 in Rights Issues for FY15 in terms of both size as well as number of issues, having handled 7 out of the 14 issues in

the market and raising over Rs 4,300cr representing 64% of the overall amount raised through Rights offer as per league

tables published by Prime database.

• Ranked No. 1 in IPO/FPO/Rights Issues/OFS Issues for FY 2015 representing 78.8% of the over all amount raised

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED

BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the

financial year and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING

THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and

Company’s operations in future. However, one order has been passed by SEBI against six merchant bankers (including the

Company) who were involved in one IPO. The order imposed an aggregate penalty of Rs. 1 Crore on all six merchant bankers of

which our share of penalty is Rs. 16.67 Lacs, which has been considered as contingent liability in our financials. All the six merchant

bankers have filed an appeal with Securities Appellate Tribunal which is pending for hearing.

CONSOLIDATED FINANCIAL STATEMENT

During the financial year 2014-2015, the consolidated financial statements with its subsidiary companies have not been prepared in

terms of exemption accorded under Rule 6 of the Companies (Accounts) Rules 2014 vide notification dated 16th January 2015

issued by Ministry of Corporate Affairs.

SUBSIDIARY COMPANIES

stAs on 31 March, 2015 your Company has five subsidiaries of which three are domestic and two are foreign subsidiaries, namely:

(i) SBICAP Securities Ltd;

(ii) SBICAP Trustee Company Ltd;

(iii) SBICAP Ventures Ltd;

(iv) SBICAP (UK) Ltd;

(v) SBICAP (Singapore) Ltd.



PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES The performance of the five subsidiaries during the year 2014-15 is as follows :-

1. SBICAP Securities Limited (SSL)

A brief summary of the financial highlights in the FY 2014-15 is given hereunder :

2014-15 2013-14

(Rs. in Crores)

Particulars

Total Income 114.02 79.03

Expenses 131.30 87.58

Profit Before Tax (17.57) (8.85)

Profit After Tax (17.55) (8.19)

Total income during the year stood at Rs.114.02 crore showing an increase of Rs.35.13 crore (40%) over the previous financial year.

This is the first time the Company crossed Rs.100 core revenue mark. The loss reported by the Company is due to depreciation

charge of Rs.17.54 crore for FY 2014-15.

n Institution Broking :

• A total of 8 new Institutional clients were empanelled during the year and the revenue from the Institutional Broking for

the year recorded an increase of Rs. 2.88 crore (22.1%) coming in at Rs. 15.90 cores as against Rs. 13.02 crore in the

previous year.

• The Company conducted a BFSI conference in June 2014.

• Institutional Research's comprehensive coverage of more than 38 stocks won acclaim from some large mutual fund

houses.

n Retail Broking :

• The Financial year 2014-15 was a landmark year for retail broking volumes and SSL capitalizing on the same was able to

achieve a record brokerage of Rs. 57.13 crores representing a growth of 68% over the previous year.

• A large number of technology driven initiatives were taken such as Mobile app for Android, Ipad & Iphone and SBISMART

Xpress a client trading EXE.

• The total new client acquisition in the year was at a record high of 2.92 lacs new clients, an increase close to 120% over

1.32 lac clients acquired in the previous year. The total client base as on 31st March, 2015 stood at 7,68,183 clients.

Sales & Distribution :

• Sales & Distribution activity of the company includes a distribution of Tax free bonds, NCDs, Corporate Fixed Deposits,

IPOs Capital Gain Bonds & Mutual funds. The scope of our S&D business has been expanded to include distribution of

General Insurance, Auto Loans & Home Loans.



2. SBICAP Trustee Company Limited (STCL)

SBICAP Trustee Company Ltd during the financial year 2014 – 15, has registered gross income of Rs.26.69 crore and profit after tax

of Rs.11.15 crore as against gross income of Rs.20.74 crore and profit after tax of Rs.8.81 crore for the financial year 2013 – 14.

Company’s operations are being streamlined and poised to improve the market share during the year 2015 – 16.

Presently, STCL is undertaking various Corporate Trusteeship activities viz. Security Trusteeship, Security Agent and Safe Custody of

Documents, Debenture/Bond Trusteeship, Escrow Agent, Escrow Trusteeship, Share Pledge Trusteeship, Will management and

Will related Trusteeship, Alternate Investment Fund Trusteeship etc.

It proposes to undertake various other activities like Role of Facility Agent, SPV management etc.

STCL is in the verge of completion of the Enterprise Trustee Management System an end-to-end Business Automation System

encompassing modules which are currently in use viz. Lead Management, Mandate Management, Accounts & Billing Generation,

Alerts Generation, CERSAI.

As on 31st March, 2015 STCL has five branches viz. Delhi, Kolkata, Bangalore, Hyderabad and Chennai and also representative

offices in Pune and Ahmedabad. STCL proposes to open representative offices in Ludhiana, Raipur and Indore during the next

financial year subject to business requirement.

Summary of the financial highlights for the year 2014-15 and 2013-14 are as under:-

2014-15 2013-14

(Rs. in Crores))

Particulars

Operating Result

Gross Income:

a) Fee based – Trustee Remuneration Fees 24.09 18.89

b) Other Income 2.60 1.85

Total 26.69 20.74

Expenses 9.49 7.36

Profit before Tax 17.20 13.39

Profit after Tax 11.15 8.81

During the year STCL registered encouraging growth in gross Income of 28.69% and has also registered growth in profit after tax of

26.56% as compared to previous year.

3. SBICAP Ventures Limited (SVL)

During the year, SVL made significant progress in the proposed setting up of an Alternative Investment Fund i.e. the Neev Fund, thwith definitive fund documents having been signed on 4 March, 2015 with DFID, the largest contributor to the Fund and State

Bank of India. Accordingly, a professional management team was recruited by the Company to manage the Neev Fund. The

Company closed the year with a net loss of Rs.1.85 crore substantially due to fund set up and employee costs.


2014-15 2013-14

(Rs. in Crores)

Particulars

4. SBICAP (UK) Limited (SUL)

A brief summary of the major financial highlights is as under:

Fee Income 0.03 3.04

Other Income 0.50 0.57

Gross Income 0.53 3.61

Expenses 4.34 4.22

Profit/(Loss) Before Tax (3.81) (0.61)

Profit/(Loss) After Tax (3.81) (0.56)

SUL has achieved a Turnover of (excluding interest income) of GBP 3,500.00 against GBP 330,050.00 in the previous year, and

booked a loss of GBP 388,726.00 against a loss of GBP 27,214.00 booked during the previous year.

5. SBICAP (Singapore) Limited (SSGL)

A brief summary of the major financial highlights is as under :

2014-15 2013-14Particulars

Fee Income 10.44 1.34

Other Income 1.64 -

Gross Income 12.08 1.34

Expenses 4.36 4.14

Profit/(Loss) Before Tax 7.72 (2.81)

Profit/(Loss) After Tax 7.51 (2.81)

For facilitating underwriting capabilities, additional capital of SGD 8 million was infused in SSGL during the year.

A synopsis of the non-INR bonds underwriting mandates executed by SSGL this year is, as under :

• The inaugural issue was the SBI 2014 MTN dual tranche 1.25 Billion USD issuance - April ‘ 14

• Underwrote USD 400 Million Syndicate Bank issue – May'14

• SSGL conducted their first EUR Issue with the EUR 500 Million Samvardhana Motherson issue – June'14

• Tata Steel dual tranche issuance of USD 1.5 billion in July'14

• NTPC USD 500 million 10Y notes in November'14

SSGL has developed a close connect with both the equity and debt capital markets institutional investors / funds and has thus been

very active during the non-deal and/or placement roadshows. SSGL has also been able to empanel a few of these investors to reach

out for secondary transactions and has also been able to create a brand name SBICAP & SBI Capital Markets amongst the investors

and banks globally.


(Rs. in Crores)



DIRECTORS

As on 31st March, 2015 the Board of Directors of the Company comprised of Ten (10) Directors out of whom four are Non-Executive

Independent Directors, the composition of Board of the Directors is as follows. A brief profile of the Directors is appended in the

Corporate Governance Report which forms part of the report:

1) Smt. Arundhati Bhattacharya, Chairman

2) Shri V.G. Kannan, Non-Executive Nominee Director

3) Smt. Bharati Rao, Non-Executive Nominee Director

4) Shri Narayan K. Seshadri, Non-Executive Independent Director

5) Smt. Aruna Jayanthi, Non-Executive Independent Director

6) Shri Devinjit Singh, Non-Executive Independent Director

7) Dr. Dharmendra Bhandari, Non-Executive Independent Director

8) Shri Ashok Kini, Non-Executive Director

9) Shri P.K. Sarkar, Non-Executive Director

10) Shri Rajnish Kumar, Managing Director & CEO

Appointments / Resignations Changes from the Board of Directors:

During the year under review, the following changes took place among the Directors of the Company :-

1. Shri S. Vishvanathan resigned as Director consequent to his superannuation as at the close of business hours on 30th April, 2014.

2. Shri V. G. Kannan resigned as Managing Director & CEO and as Director with effect from 17th July 2014 consequent to his

promotion as Managing Director of State Bank of India.

3. Shri V. G. Kannan was appointed as Non-Executive Nominee Director with effect from 23rd July 2014 consequent to his

appointment as Managing Director & GE (A&S), State Bank of India.

4. Shri Rajnish Kumar was appointed as Managing Director & CEO with effect from 31st July 2014.

5. Shri Bansi S. Mehta, Shri Narayan K. Seshadri and Smt. Aruna Jayanthi were appointed as Non-Executive Independent Directors

with effect from 5th September, 2014.

6. Shri D. Sundaram retired as Director with effect from 5th September 2014 due to not opting for re-election as Director.

7. Shri Bansi S. Mehta resigned as Non-Executive Independent Director with effect from 19th December, 2014 on account of

personal reasons.

8. Shri Devinjit Singh and Dr. Dharmendra Bhandari were appointed as Non-Executive Independent Directors with effect from th24 February, 2015.

Subsequent to the financial year end, the following changes took place among the Directors of the Company :-

1. Shri Rajnish Kumar resigned as Managing Director & CEO and as Director with effect from 26th May 2015 consequent to his

promotion as Managing Director of State Bank of India.

2. Shri P. K. Gupta was appointed as Managing Director & CEO with effect from 15th July 2015.

The Board extends hearty welcome to Shri V.G. Kannan, Shri Devinjit Singh, Dr. Dharmendra Bhandari as Directors and Shri Rajnish

Kumar as Managing Director & CEO and Shri P. K. Gupta as Managing Director & CEO and placed on record its deep appreciation to

Shri S. Vishvanathan, Shri D. Sundaram, Shri Bansi S. Mehta, Directors, Shri V G Kannan and Shri Rajnish Kumar Managing Directors &

CEOs, for their valuable contributions made during their tenure as Director/Managing Directors & CEOs of the Company.

Directors retiring by rotation

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company Shri P.K. Sarkar,

(DIN:01082282) Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) of the Company. The

Board recommends not to fill up the vacancy and to reduce the number of Directors accordingly.



KEY MANAGERIAL PERSONNEL

During the year under review, Shri P. Karthikeyan, Sr. Vice President & CFO and Shri Nilesh Shah, VP & Company Secretary were

appointed as Key Managerial Personnel in terms of Section 203(1) of the Companies Act, 2013 (made effective by the Ministry of

Corporate Affairs from 1st April, 2014) and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014.

Subsequent to the financial year end, the following changes took place among the Key Managerial Personnel:

Shri Nilesh Shah, VP & Company Secretary resigned as Company Secretary and Key Managerial Personnel consequent to his

superannuation as at the close of business hours on 30th June, 2015.

Shri Amit Shah, AVP & Company Secretary was appointed as Company Secretary and Key Managerial Personnel with effect from 15th

July, 2015.

NUMBER OF MEETINGS OF THE BOARD

The Board met eight (8) times during the financial year 2014-2015. Detailed information on the meetings of the Board are included

in the report on Corporate Governance, which forms part of this Annual Report.

Additionally, several committee meetings were held including that of Audit Committee, which met 6 (Six) times during the year.

Committees of the Board

Your Company has several committees which have been established as a part of the best corporate governance practices and are in

compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

• Audit Committee

• Committee of Directors

• Risk Management Committee

• Nomination and Remuneration Committee

• Human Resources Committee

• Corporate Social Responsibility Committee.

The composition and Terms of Reference of the Audit Committee, Nomination and Remuneration Committee and Corporate Social

Responsibility Committee are provided in the Report on Corporate Governance which forms part of this Annual report.

Recommendation of Audit Committee

During the year under review, the recommendations of the Audit Committee were accepted by the Board of Directors.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board has framed a policy on Directors, Key Managerial Personnel and other

Senior Management Personnel for appointment and remuneration including criteria for determining qualifications, positive

attributes, independence of a Director and other related matters in accordance with Section 178 of the Companies Act, 2013 read

with the applicable Rules made thereunder. The Nomination and Remuneration Policy as approved by the Board of Directors forms

part of 'Report of Corporate Governance'.

Performance Evaluation of the Board and Board Committees

The Nomination and Remuneration Committee and the Board of Directors at its meeting held on 30th March, 2015, had approved

the 'Performance Evaluation Parameters' for evaluation of the performance of the Board, its Committees, individual Directors and the

Chairman.

The summary of the performance of the Board, its Committees, individual Directors and the Chairman was placed before the



Nomination and Remuneration Committee at its meeting held on 29th April 2015 for noting and recommending to the Board to

take note of the same. The Board noted the summary of the performance of the Board, its Committees, individual Directors and the

Chairman at its meeting held on 29th April 2015.

CORPORATE GOVERNANCE

The Directors' Report on Corporate Governance for the year 2014-15 is attached (Annexure 'A').

DISCLOSURES OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS

In terms of Section 134 (3)(m) read with Rule 8(3) of the Companies (Accounts) Rule 2014 , the following information is furnished:-

Conservation of Energy and Technology Absorption

Since the Company is engaged in Merchant Banking and Advisory Services, there is no information to report under this head.

Foreign Exchange Earnings and Outgo

During the year under review, the Company earned foreign exchange equivalent to Rs. 70.51 Crores towards advisory &

syndication fees from overseas clients and reimbursement of expenses. The total foreign exchange expended amounted to Rs.3.14

Crores on account of foreign travel and other expenses.

Particulars of Loans, Investments and Guarantee in terms of Section 134(3) (g) of the Companies Act 2013

The Company has not given any loans or guarantee except various performance guarantees aggregating to Rs. 29 Lacs issued by

the Banks in favour of Clients.

For the details of investments made by the Company, your Directors draw attention of the members to refer to Note 2.8 of the

Financial Statements as on 31st March, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

In compliance with section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,

2014, your Company has established Corporate Social Responsibility Committee and statutory disclosures with respect to CSR

Committee and an Annual Report on CSR activities forms part of this Report.

Your Company being conscious of its obligation to society at large had undertaken a host of activities, in different geographical

areas, across the country. Healthcare and sanitation was the focus of the CSR programme for the year.

Some of the notable activities are as listed below:

• SBICAP donated Rs 40 lakhs to the Cancer Institute (W.I.A) – a reputed public charitable voluntary institution dedicated to the

care of cancer patients for over 60 years in Chennai.

• SBICAP donated Rs 1 crore to the Hirabai Cowasji Jehangir Medical Research Institute (HCJMRI), which is a sister concern of the

well-known Jehangir Hospital in Pune. The Institute since its inception in 1995, is involved with health related community

programs in and around Pune. The Institute also runs a charity clinic for children suffering from diabetes wherein, free medical

treatment along with counselling and allied treatment services is provided to children and families from under-privileged

backgrounds. SBICAP had supported this charity clinic last year with a donation of Rs 20 lakhs, which was utilised for extending

support for the medical care of 50 under-privileged and below poverty line children. This year, with a donation of Rs. 40 lakhs,

your company has extended support to the full medical care of 100 children, for a year. Apart from this, the company has

contributed Rs 60 lakhs for the procurement of a Bone Densitometer Machine to diagnose brittle bones (Osteoporosis). This will

be used for treatment purposes, providing free service to under-privileged patients and also for research and preventive studies

by the Institute.



Related Party Transactions

All related party transactions that were entered during the financial year were in the ordinary course of business and on an arm's

length basis. The particulars of contracts/arrangements entered into by the Company with the related parties as prescribed in Form

no. AOC – 2 is annexed to this report as Annexure 'B'.

AUDITORS

(a) Statutory Auditors

M/s. Shah & Taparia, Chartered Accountants, were appointed as the Statutory Auditors of the Company for the financial year 2014-

15, by the Comptroller & Auditor General of India (CAG), under the provisions of Section 139(5) of the Companies Act 2013. They will

hold office till the ensuing Annual General Meeting of the Company.

The CAG vide their letter dated 02/07/2015 have appointed M/s. Shah & Taparia, Chartered Accountants, as the Statutory Auditors

of the Company under the provisions of Section 139(5) of the Companies Act 2013 for the financial year 2015-16.

(b) Secretarial Auditors and Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, your Company had appointed M/s D.A. Kamat & Co., Practicing Company Secretaries, Mumbai

as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2014-2015. The Company provided all assistance

and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the FY 2014-15 is annexed to

this report as Annexure 'C'.

COMMENTS OF THE COMPTROLLER & AUDITOR GENERAL OF INDIA

Comments of the Comptroller & Auditor General of India as per report dated 10th July, 2015, submitted under Section 143(6) of the

Companies Act, 2013 on the accounts of the Company for the year ended 31st March, 2015 is enclosed. The CAG has given a clean

report and has inter-alia advised as follows:

“On the basis of my audit nothing significant has come to my knowledge which would give rise to any comment upon or

supplement to statutory auditor's report.”

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule

5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and annexed

as Annexure 'D'.

EXTRACTS OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the

Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at 31st March, 2015 forms part of this

report and annexed as Annexure 'E'.



DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that :-

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper

explanation relating to material departures;

• 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;

• 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;

• the directors had prepared the annual accounts on a going concern basis; and

• 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.

ACKNOWLEDGEMENT

The Board of Directors would like to express its thanks to SEBI - the Company's Regulator, and to the Comptroller & Auditor General of

India (CAG), for the advices and guidance received. The Board is also grateful to the State Bank of India and its group companies for

providing significant business support, which has been mutually rewarding.

The Board of Directors places on record its appreciation for the valued support from clients of the company, which has been very

crucial for its standing in the industry. The Board would also like to thank the investing community, intermediaries in the investment-

banking field and the statutory authorities for the co-operation extended from time to time. The Board also places on record its deep

appreciation for the dedication and commitment of its employees at all levels and looks forward to their continued contribution in

the journey ahead.

For and on behalf of the Board of Directors

(Arundhati Bhattacharya)

Chairman

Place : Mumbai

th Date : 28 August, 2015


Annexure A

Corporate Governance Report

The principles of Corporate Governance are followed in letter and spirit reflecting our deep belief in such principles and the pedigree

of our parent shareholder. For your Company, Corporate Governance is not just an objective in isolation but a means to an end - "To

be the Best India based Investment Bank".

i) Composition of the Board

As on 31st March, 2015, the Board of Directors comprised of Ten Directors out of whom four are Non-Executive Independent

Directors. Given hereunder is the composition of the Board of Directors along with the brief profiles of the Directors :

1. Smt. Arundhati Bhattacharya, Chairman [SBI Nominee]: Smt. Bhattacharya is the Chairman of State Bank of India (SBI) and is also

Head of the entire State Bank Group. Earlier she was MD & CFO of SBI. Prior to this, she was MD & CEO of SBI Capital Markets Ltd. from

21st August, 2012 to 2nd August, 2013. Before her assignment in SBICAP, she was Deputy Managing Director and Corporate

Development Officer of SBI. She joined the Bank in the year 1977 and since then has held various assignments spanning Credit,

Forex, Treasury and Retail Operations. She has also had a stint in the Bank’s New York office where she was in charge of monitoring

branch performance, overseeing External Audit and Correspondent Relations. In her extensive service in the Bank she has had the

opportunity of working in Metro, Urban and Rural areas, crisscrossing the length and breadth of the country. She has handled large

Corporate Credit as well as initiatives like Financial Inclusion and financing of Self Help Groups. She was involved in setting up several

new companies / initiatives of the Bank including SBI General Insurance, SBI Macquarie Infrastructure Fund, SBI SG Global Securities

Services, etc., as well as the launch of new IT platforms such as Mobile Banking and Financial Planning in the Bank.

2. Shri V. G. Kannan, Non-Executive Director [SBI Nominee]: Shri V. G. Kannan has assumed charge as Managing Director & GE

(A&S), State Bank of India. He has been appointed as SBI Nominee Director on the Board of the Company with effect from 23rd July,

2014. Prior to this, Shri V.G. Kannan was holding charge as MD & CEO of SBI Capital Markets Ltd. from 8th October, 2013 till 17th

July 2014. Earlier, he was President & COO of SBICAP from 27th August, 2012. Prior to his assignment in SBICAP, he was CGM (Mid

Corporate Group), SBI Corporate Office at Mumbai. He joined SBI in the year 1978, and since then, he has held various assignments

spanning Credit, Forex and Investments and Retail Banking. He has had considerable experience of over 10 years in credit and over

16 years in various aspects of Treasury and was actively involved in the setting up of the first Integrated Forex and Treasury Module of

the Bank. He was head of the Bank’s Forex Department and later on moved back to credit. His assignments included heading the

Delhi Mid Corporate Region as General Manager and DGM Commercial Banking, Hyderabad. He has had a stint in Retail Banking

having served as General Manager of Bank’s Retail Network in Chennai for 2 years. He also worked in Hong Kong as Chief Manager

Money and Treasury desk.

3. Smt. Bharati Rao, Non Executive Director [SBI Nominee]: Smt. Bharati Rao has over 38 years of experience in the banking sector.

She retired from State Bank of India in October, 2008. During her tenure with the Bank, she had held various responsible positions.

Her 36 years in the Bank have seen a range of assignments both in India and abroad in areas like Commercial Banking, Project

Finance, and International Banking. She was Dy. Managing Director & Chief Credit Officer, SBI, Corporate Centre, Mumbai with an

additional charge as Dy. Managing Director and Group Executive (Associate Banks) and Dy. Managing Director & CDO at the time of

retiring from the Bank’s service.

4. Shri Narayan K. Seshadri, Non Executive Independent Director: Shri Seshadri is the Chairman and CEO of Halcyon Group an

Investment Advisory and Management Services enterprises specializing in 'turnaround' and 'turn up' activities. He is a Chartered

Accountant. He headed Andersen and KPMG Business Consulting businesses before founding Halcyon. He carries a rich experience

of over 30 years in Finance, Accounts, Audit, Advisory and Management Services. His experience ranges across industries in different

countries.


Annexure A

5. Shri Ashok Kini, Non-Executive Director: Shri Kini has over 40 years of experience in the Banking Sector. He joined State Bank of

India (SBI) in December 1967 and retired in December 2005. During his tenure with SBI, he had held various responsible positions,

including those of Managing Director & GE (National Banking), Dy. Managing Director–Information Technology Dept., Chief

General Manager–Information Technology Dept., Chief General Manager–Techology Planning, General Manager (Commercial

Banking), General Manager (Development & Personal Banking), Dy. General Manager–Industrial Finance-I Dept., and Dy. General

Manager–Computer Planning & Services.

6. Shri Pradeep Kumar Sarkar, Non-Executive Director: Shri Sarkar has over 36 years of experience in the Banking Sector. He joined

State Bank of India (SBI) in November 1967 and retired in November 2001. During his tenure with SBI, he had held various

responsible positions in SBI and SBI Capital Markets Limited (SBICAP), including those of Dy. Managing Director & GE (International

Banking Group), Dy. Managing Director & Chief Financial Officer, Chief General Manager - Kolkata, General Manager–SBICAP, New

Delhi Regional Office, General Manager-Corporate Finance, SBICAP, Dy. General Manager-Cadre Management and Dy. General

Manager-Main Branch, Kolkata.

7. Smt. Aruna Jayanthi, Non Executive Independent Director: Smt. Jayanthi is the Chief Executive Officer (CEO) of Capgemini India.

Capgemini India is the Capgemini Group’s largest delivery centre and main innovation hub with over 36,000 employees. As the CEO

of Capgemini India, Smt. Jayanthi manages the operations of all the business units in India covering consulting, technology and

outsourcing services. In addition, she plays a key role in Leadership Development and building alignment between HR and Business.

She has over 27 years experience in the IT services industry and has worked in key roles in multinational and Indian system integrator

companies. She holds Masters in Management Studies in Finance from Narsee Monjee Institute of Management Studies (NMIMS).

She has been featured as one of the ‘Most Powerful Women’ in India Inc. by India’s leading business magazine ‘Business Today’ in its

eighth annual list (2011). She is also ranked 4th in the List of 50 Most Powerful Indian Women by Fortune India magazine.

8. Shri Devinjit Singh, Non-Executive Independent Director : Shri Devinjit Singh is a Managing Director focused on significant sized

growth capital and buyout opportunities across sectors in India. He is based in Mumbai. Since joining Carlyle in 2008, Shri Singh has

been involved with investments in HDFC (NSE: HDFC), India Infoline (NSE: IIFL) and PNB Housing Finance Ltd. Prior to joining

Carlyle, Shri Singh was Managing Director and Head of Citigroup’s Mergers & Acquisitions business in India. In this role, he led several

landscape changing transactions including Tata’s acquisition of Jaguar Landrover from Ford, Wipro’s acquisition of Info-crossing,

the sale of Larsen and Toubro’s RMC business to Lafarge and the sale of Punjab Tractors to Mahindra and Mahindra. In previous

assignments over ~18 years at Citigroup, Shri Singh advised and led several capital raisings for India’s leading corporates, and

worked across various functional areas including corporate banking, risk management, cash management and operations.

Shri Singh is a member of the India Advisory Board of The Fuqua School of Business, Duke University. Shri Singh received his MBA

from the Fuqua School of Business, Duke University, and has a B.A. (Honors) in Mathematics from the University of Delhi.

9. Dr. Dharmendra Bhandari, Non Executive Independent Director : Dr. Dharmendra Bhandari is a Chartered Accountant and was

awarded Ph.D. by the University of Rajasthan for his thesis on "Taxation of Non-Residents in India". He retired as an Associate

Professor, Department of Accountancy, University of Rajasthan, Jaipur. He was on deputation as Consultant to Joint Parliamentary

Committee (JPC) constituted to enquire into irregularities in banking and securities transactions during the year 1992, and was also

on deputation with Reserve Bank of India as Officer on Special Duty with Department of Supervision during the year 1994-95. He has

written several papers and lectured extensively.

10. Shri Rajnish Kumar, Managing Director & CEO, SBICAP: Shri Rajnish Kumar assumed charge as Managing Director & Chief

Executive Officer of SBI Capital Markets Limited (the Merchant Banking arm of State Bank of India) on 31st July 2014. Prior to this, he

was heading the Project Finance and Leasing SBU of the State Bank of India as the Chief General Manager. Shri Rajnish Kumar has

been with the State Bank of India for over three decades, having joined the Bank as a Probationary Officer in 1980. An M.Sc. in

Physics, apart from CAIIB, Shri Kumar has held several key assignments across various business verticals, including two overseas

assignments in Canada and U.K. He has vast experience in handling large credit, project finance, foreign exchange and retail

banking. Shri Kumar has held such important positions as Dy. General Manager, Pune Zone; General Manager (NW-II), Mumbai;

Regional Head, SBI(UK); Chief General Manager, North East Circle.


Annexure A

ii) Tenure

The Chairman has been appointed by State Bank of India (SBI) in terms of Articles 139(ii) & 157 of the Articles of Association of the

Company.

The Non-Executive Nominee Directors have been appointed by SBI in terms of Articles 139 and 140 of the Articles of Association of

the Company.

The Non-Executive Independent Directors were appointed in terms of Section 149 of the Companies Act, 2013. The Company has

received declarations from all the Non-Executive Independent Directors confirming that they meet the criteria of Independence as

prescribed under Section 149 (6) of the Companies Act 2013. The Non-Executive Independent Directors are not liable to retire by

rotation.

The Non-Executive Directors were appointed as Directors retiring by rotation at the Annual General Meeting of the Company.

The Managing Director & CEO has been appointed by SBI in terms of Article 168 of the Articles of Association of the Company.

iii) Responsibilities

The Board of Directors focuses on monitoring the business operations and the development of business strategies, while the task of

reviewing matters such as status of overdues, status of litigations etc., are delegated to a Committee of Directors (COD) constituted

for the purpose by the Board.

The Board has evolved a Calendar of Reviews, which has identified the various reports/reviews to be submitted on a periodical basis

to the Board/COD/Audit Committee and the said Calendar of Reviews is strictly followed.

iv) Role of the Independent Directors

The Independent Directors play a very crucial role in the Board meetings and their wide experience, expertise and knowledge of

economics, finance, capital markets, taxation, accounting, auditing etc., have benefited the Company immensely.

v) Board Meetings

th th st stDuring the year under review, 8 (Eight) Board Meetings were held on 12 April, 2014, 27 June, 2014, 31 July, 2014, 21 October, th st th th2014, 4 December, 2014, 21 January, 2015, 27 February, 2015, 30 March, 2015. The attendance record of each Director at the

said Board Meetings is given here under :-

Number of Board Meetings attended

Name of the Director

Smt. Arundhati Bhattacharya,

Chairman, Non-Executive Nominee Director

Shri S. Vishvanathan,

Non-Executive Nominee Director th(ceased to be Director w.e.f. 30 April, 2014)

Shri V. G. Kannan,

(I) Managing Director & CEO th(Resigned as MD & CEO of the Company w.e.f. 17 July, 2014)

(ii) Non-Executive Nominee Director rd(appointed w.e.f. 23 July 2014)

Smt. Bharati Rao,

Non-Executive Nominee Director

Shri Bansi S. Mehta,

Non- Executive Independent Directorth(Resigned w.e.f. 19 December, 2014)

3

1

5

4

5

2


Annexure A

Shri D. Sundaram,

Non-Executive Independent Director th(Retired by rotation w.e.f. 5 September, 2014)

Shri Narayan K. Seshadri,

Non Executive Independent Director

Shri Ashok Kini,

Non Executive Director

Shri P.K. Sarkar,

Non Executive Director

Smt. Aruna Jayanthi,

Non Executive Independent Director

Shri Devinjit Singh,

Non- Executive Independent Directorth (appointed w.e.f. 24 February, 2015)

Dr. Dharmendra Bhandari,

Non-Executive Independent Directorth(appointed w.e.f. 24 February, 2015)

Shri Rajnish Kumar, Managing Director & CEO, st (SBI Nominee) appointed w.e.f. 31 July, 2014

Number of Board Meetings attended


3

5

5

2

2

4

3

4

Elements of remunerationName of

the Director

Salary/ Sitting fees Benefits

Stock options

Performance linked

incentive

Notice period

Severance fees

Total

Shri Rajnish Kumar, MD & CEO 12,80,221 59,680 - - - - 13,39,901

Shri V. G. Kannan 5,38,276 26,334 - 6,08,893 - - 11,73,503

(former - MD & CEO)

Shri Narayan K. Seshadri 3,45,000 - - - - - 3,45,000

Shri Bansi S. Mehta 85,000 - - - - - 85,000

Shri D. Sundaram 85,000 - - - - - 85,000

Smt. Bharati Rao 1,10,000 - - - - - 1,10,000

Smt. Aruna Jayanthi 1,30,000 - - - - - 1,30,000

Shri Devinjit Singh 80,000 - - - - - 80,000

Dr. Dharmendra Bhandari 80,000 - - - - - 80,000

Shri Ashok Kini 1,40,000 - - - - - 1,40,000

Shri P. K. Sarkar 65,000 - - - - - 65,000

vi) Details of Remuneration paid to Directors during the financial year 2014-2015(Amount In Rs.)

Annexure A

vii) Details of Remuneration paid to Key Managerial Personnel during the financial year 2014-2015.

Sr. No. Particulars of RemunerationKey Managerial Personnel

CEOCompanySecretary CFO Total

Gross salary

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961

(c) Profits in lieu of salary under section

17(3) Income-tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit -others, specify…

Others, please specify

Total

Details as provided in the

table above

1.

2.

3.

4.

5.

50.00 20.00 70.00

- -

- -

- - - -

- - - -

- - - -

- - - -

- 50.00 20.00 70.00

viii) Composition and Terms of Reference of the Audit Committee

The composition of the Audit Committee as well as its role and functions are broadly in conformity with the stipulations of the Kumar

Mangalam Birla Committee Report on Corporate Governance, and Section 177 of the Companies Act, 2013. The composition of the

Audit Committee as on 31st March, 2015 and Terms of Reference of the Audit Committee is as follows:

DesignationSr. No.

1. Shri Narayan K. Seshadri, Non-Executive Independent Director Chairman

2. Shri Devinjit Singh, Non-Executive Independent Director Member

3. Dr. Dharmendra Bhandari, Non-Executive Independent Director Member

4. Smt. Aruna Jayanthi, Non-Executive Independent Director Member

5. Shri V.G. Kannan, Non-Executive Nominee Director Member


(b) Terms of Reference of the Audit Committee of Board of the Company

1. Recommend the appointment, remuneration and terms of appointment of the auditors of the Company,

2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process,

3. Examine the financial statements and auditor’s report thereon,

4. Approve transactions of the Company with related parties and any subsequent modifications therein,

5. Scrutinise inter-corporate loans and investments,

6. Verify valuation of undertakings or assets of the Company, wherever it is necessary,

7. Evaluate internal financial controls and risk management systems,

8. Monitor the end use of funds raised through public offers and related matters,

9. Call for the comments of the auditors about internal control systems,

10. Discuss with the auditors before the audit commences about the nature and scope of audit, including the post audit

discussion on observations of the auditors to acertain any area of concern,

(a) Composition:


(Amount Rs. in Lacs)

Annexure A

11. Oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial

statement is correct, sufficient and credible.

12. Review with the management, the annual financial statements before submission to the Board for approval, with particular

reference to :-

a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates on the exercise of judgment by management.

d) Significant adjustments made in the financial statements arising out of audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of all related party transactions.

g) Qualifications in the draft audit report.

13. Discuss any issues related to the financial statements with the internal and statutory auditors and the management of the

Company,

14. Review with the management, the quarterly financial statements before submission to the Board for approval.

15. Review with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

16. Review the adequacy of inspection and audit function, if any, including the structure of the internal audit department, staffing

and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

17. Discuss with the internal auditors of any significant findings and follow-up thereon.

18. Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

19. Look into the reasons for substantial defaults in the payment to the depositors, debentures holders, shareholders (in case of non

payments of declared dividends) and creditors.

20. Review the functioning of the Whistle Blower Mechanism and oversee the Vigil Mechanism.

21. Focus on Follow-up of Inter Branch/RO adjustment accounts, unreconciled long outstanding entries, arrears in balancing

books at branches/ROs, frauds and all major areas of housekeeping

22. Review the financial statements of the subsidiaries.

23. Approve any payment to Statutory Auditors for any other service rendered by the Statutory Auditors.

Mandatory review of the following information:-

- Management discussion and analysis of financial condition and result of operations.

- Statement of significant related party transactions (as defined by the audit committee) submitted by management.

- Management letters/letters of internal control weaknesses issued by the Statutory Auditors.

- Internal Audit Reports relating to internal control weaknesses.

The Audit Committee shall have the powers and authority to:-

- Investigate any activity within its terms of reference, or referred to it by the Board

- Obtain legal or professional advice from external sources

- Have full access to information contained in the records of the Company

- Seek information from any employee

- Secure attendance of outside experts, if it considers necessary.


Annexure A

ix) Composition and Terms of Reference of the Nomination and Remuneration Committee

a. Composition of the Nomination and Remuneration Committee

DesignationSr. No.

1. Shri Narayan K. Seshadri, Non-Executive Independent Director Chairman


3. Smt. Bharati Rao, Non-Executive Director Member

4. Shri V.G. Kannan, Non-Executive Director Member


b. Terms of Reference of Nomination and Remuneration Committee :

i) Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance

with the criteria laid down,

ii) Recommend to the Board their appointment and removal,

iii) Carry out evaluation of every Director,

iv) Formulate the criteria for determining qualifications, positive attributes and independence of a Director,

v) Recommend to the Board, a Policy relating to the remuneration for the Directors, Key Managerial Personnel and other

employees,

vi) While formulating the Policy, ensure that :

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the

quality required to run the company successfully,

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and

c) remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and

incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its

goals.

c. Nomination and Remuneration Policy

The Nomination and Remuneration Policy as approved by the Board of Directors at its meeting held on 30th March, 2015 forms part

of this report and is annexed as Annexure ‘F’ to the Annual report.

x) Corporate Social Responsibility Committee

a. Composition of Corporate Social Responsibility Committee

DesignationSr. No.

1. Shri. Narayan K. Seshadri, Non-Executive Independent Director Chairman

2. Shri. V.G. Kannan, Non-Executive Director Member


4. Shri. Rajnish Kumar, MD & CEO. Member


b. Terms of Reference of Corporate Social Responsibility Committee

a) To formulate the CSR Policy for the Company, which shall indicate the activities to be undertaken by the Company as

specified in Schedule VII of the Companies Act, 2013 and recommend the CSR Policy for approval to the Board.

b) To recommend the amount of expenditure to be incurred on the CSR activities.

c) To monitor the CSR Policy of the Company from time to time.



Annexure A

b. Corporate Social Responsibility Policy

stThe Corporate Social Responsibility Policy as approved by the Board of Directors at its meeting held on 21 January, 2015 forms

part of this report and is annexed as Annexure 'G'.

CSR Report to be included in Board's Report as prescribed in Companies (CSR) Rules, 2014

1. A brief outline of the company’s CSR policy, including overview of

projects or programs proposed to be undertaken and a reference to

the web-link to the CSR policy and projects or programs. :

2. The Composition of the CSR Committee.

3. Average net profit of the company for last three financial years

4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3

above)

5. Details of CSR spent during the financial year.

(a) Total amount to be spent for the financial year;

(b) Amount unspent , if any;

(C ) Manner in which the amount spent during the financial year.

As per CSR Policy enclosed as Annexure ‘G’

Details as stated above

Rs.390.50 crore

Rs.7.81 crore

Rs.1.52 crore

Rs.6.29 crore

As per the table provided on page numbers from

36 to 37


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Annexure A

6. In case the company has failed to spend the two

per cent of the average net profit of the last three

financial years or any part thereof, the company

shall provide the reasons for not spending the

amount in its Board report.

7. A responsibility statement of the CSR Committee

that the implementation and monitoring of CSR

Policy, is in compliance with CSR objectives and

Policy of the company.

Sd/-

(P. K. Gupta)

Managing Director & CEO

1. In the first half of the year, due to the proposed formation of the SBI

Foundat ion to amalgamate CSR act iv i t ies of a l l SBI group

Banks/companies, the Company could not undertake high value CSR

projects,

2. In the second half of the year, as the process for formation of the SBI

Foundation was getting delayed, the Company received a clearance from

SBI to go-ahead with its own CSR programme. Thereafter, in line with the

requirements of the Companies Act, 2013, the Company drafted a CSR

Policy, which was approved by the CSR Committee in December, 2014 and

by the Board in January 2015. A CSR Strategy Document was thereafter

framed for the CSR activities for FY'2015.

3. In accordance with the CSR Policy, the Company has focused on

judicious due-diligence and monitoring mechanisms while screening CSR

projects. As such, the Company has been able to sanction and undertake a

few high value projects in the last quarter of the FY.

We have obtained the said responsibility statement from CSR Committee.

Sd/-

(Narayan K. Seshadri)

Chairman CSR Committee

xi) Strengthening of the compliance system

The Company has set in place an effective system to ensure compliance with all the applicable Laws/Statutes and the same is

monitored by the Compliance & Risk Management Dept.

xii) Statement regarding Risk Policy in terms of Section 134(3n)

The Company has put in place a risk policy viz. Integrated Risk Management Policy (IRMP). The IRMP has been adopted for

implementation with a view to achieve the following objectives, which are consistent with the Company’s overall business goals and

strategies.

• To develop a common understanding of risks and to create risk awareness across the multiple functions so as to be able to

manage risk on an enterprise wide basis.

• To establish clear accountability and ownership of risk.

• To clearly identify risks and document major threats.

• Facilitate regulatory compliances

• To decide upon risk mitigating measures

• To integrate risk management into the culture of the organization


Annexure A

xiii) Disclosure of Vigil Mechanism

In terms of Section 177(9) of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the

disclosures required under vigil mechanisms for directors and employees are not applicable to the Company for the financial year

2014-2015. However, the Company as a part of good corporate governance has put in place the Code of Conduct, which is a

comprehensive policy document laying down the principles that govern the actions of the employees of our Companies. Further the

Company has also voluntarily laid down, the Whistle Blower Policy with a view to provide a formal mechanism to all the employees of

the Company to approach the management of the Company and the Audit Committee.

xiv) Compliance with SEBI 's Prohibition of Insider Trading Regulations

With a view to preventing insider trading, a suitable Code of Conduct has been set in place to regulate the dealings in securities by all

the employees of the Company and compliance with the same is monitored by the Assistant Vice President (Compliance & Risk

Management). The Code of Conduct of the Company is in conformity with the SEBI (Prohibition of Insider Trading) Regulations,

1992.

xv) Directors are duly qualified to act as such

As per the declarations submitted to the Company, all the Directors are duly qualified to act as such and none of them is disqualified

under section 164 of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014. This

aspect has also been verified by the Statutory Auditors of the Company.

xvi) Policy on Sexual Harassment of Women at Workplace

The Company has put in place a Policy as mandated under the Sexual Harassment of Women at Workplace (Prevention, Prohibition,

Redressal) Act, 2011. There are no cases filed during the financial year 2014 -15, under the said Policy of the Company.

DECLARATION

I confirm that all Board Members and Senior Management have affirmed compliance with the Company’s Code of Conduct for the

financial year ended 31st March, 2015.

Sd/-

(P. K. Gupta)

Managing Director & CEO


Annexure B

Form no. AOC – 2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-

section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis – Nil.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship

State Bank of India Holding Company

State Bank of Patiala Fellow Subsidiary

State Bank of Travancore Fellow Subsidiary

SBI DFHI Limited Fellow Subsidiary

SBI Life Insurance Company Limited Fellow Subsidiary

SBI General Insurance Co Ltd Fellow Subsidiary

SBI Mauritius Ltd Fellow Subsidiary

SBICAP Securities Limited Subsidiary

SBICAP (Singapore) Ltd Subsidiary

Shri V.G.Kannan, Managing Director & Key Management PersonnelthChief Executive Officer upto 17 July 2014

Shri Rajnish Kumar, Managing Director & Key Management PersonnelstChief Executive Officer from 31 July 2014

Shri P Karthikeyan, SVP & CFO Key Management Personnel

Shri Nilesh Shah, Company Secretary Key Management Personnel

Name of the Party Relationship

Deputation of Employees 219

Salaries & Allowances 50

Shri Nilesh Shah

Rent 42

Bank & Other Charges 3

Royalty Expense 676

Insurance Expense

SBI Life Insurance Company Limited 26

SBI General Insurance Co Ltd 122

Office Maintenance 1

(b) Particulars with regard to points (b) to (f) are as follows:

Details of Transactions with the above related parties are as under :

ParticularsHolding

Company SubsidiariesFellow

SubsidiariesKey Managerial

Personnel

Mar-15 Mar-15 Mar-15 Mar-15

Expenses during the year ended



Annexure B

Income during the year ended

Issue Management Fees

SBICAP Securities Ltd. 19

Private Placement Fees


Arranger's Fees


Advisory Fees 2,982

State Bank of Travancore 7

SBI (Mauritius) Ltd 21

Bank Interest 447

State Bank of Patiala 64

Dividend

SBI DFHI Limited 94

SBICAP Trustee Company Ltd. 13

Investments made during the year

SBICAP Securities Ltd.

(Date of Board approval – 27th February, 2015) 2,500

SBICAP (Singapore) Ltd

(Date of Board approval – 31st July, 2014) 3,823

Other transactions during the year ended

Dividend paid 24,954

Fees Shared (netted from Income)

SBICAP Securities Ltd. 1,139

ParticularsHolding

Company SubsidiariesFellow

SubsidiariesKey Managerial

Personnel

Mar-15 Mar-15 Mar-15 Mar-15

Included in expenses relating to deputation of employees are amounts aggregating to Rs. 52 lacs pertaining to salaries paid to key

management personnel.

For and on behalf of the Board of Directors

Sd/-

(Arundhati Bhattacharya)Chairman

Place : Mumbai thDate : 28 August, 2015

Details of Transactions with the above related parties are as under :



Secretarial Audit Reportst For The Financial Year Ended 31 March, 2015

To;

The Members,

SBI Capital Markets Limited

Mumbai

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate

practices by SBI CAPITAL MARKETS LIMITED (hereinafter called the "Company") Secretarial audit was conducted in a manner that

provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by

the company and also the information provided by the Company, its officers, agents and authorised representatives during the

conduct of the secretarial audit, I hereby report that in my opinion, the company has during the audit period covering the financial

year ended on 31st March,2015 complied with the statutory provisions listed hereunder and to the extent stated in this report and

also that the Company has the proper Board-process and compliance-mechanism in place to the extent, in the manner and subject

to the reporting made hereinafter:

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate

practices by the Company. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the

corporate conducts/statutory compliances and expressing my opinion thereon.

I. I have examined the books, papers, minute books, forms and returns fifed, reports issued by various fellow professionals

and other applicable records and registers and maintained by the Company for the financial year ended on 31stMarch,

2015 and stated in Annexure II according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made there under

2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

3. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings - as applicable in respect of the reporting

towards their Foreign Exchange Management Act, 1999;

4. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992

(SEBI Act’) :-

a. The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc, mentioned above to the extent stated in this Report.

II. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

('SEBI Act') were not applicable to the Company, by virtue of not being listed on any Stock Exchanges of the Company under the

financial year 2014-15 under report

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Annexure C

Form MR - 3

015ANNUAL REPORT 2014-15042 ANNUAL REPORT 2014-15

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding

the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board(Buyback of Securities) Regulations, 1998;

III. I have reviewed the information, documents, records, filings and other certificates or confirmations received from fellow

professionals for the period under review and the representations made by the company and its officers for the systems, records

and compliances for other laws applicable specifically to the company. The list of major laws and acts applicable to the company

are stated in Annexure III to this Report.

IV. I have examined the compliances of the applicable provisions of Secretarial Standards issued by the Institute of Company

Secretaries, India as issued under the Companies Act, 1956.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and

Independent Directors. The changes in the composition of the Board of Directors that took place duringthe year under review were

carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least

seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items

before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting

members' views, if any, are captured and recorded as part of the minutes,

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the

Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines,

I further report that during the year under report, the Company has undertaken following event / action having a major bearing on

the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc referred to above viz.

1. There are pending litigations and Scam/ Non Scam related Law Suits/ Proceedings filed by/ being defended by the Company

and the matter being sub-judice, I do not comment on the same.

2. The Company has infused capital in the following subsidiaries;

(a) Indian Subsidiary;

i. SBICAP Securities Limited by manner of Rights Issue

(b) Foreign Subsidiary:

ii. SBICAP (Singapore) Limited

Signature : Sd/-

Name of the Firm : D. A. Kamat & Co

FCS No. : 3843

CP No. : 4965

Note: Our Report is to be read along with the attached Note in Annexure I and other Annexures to this Report, which form an

integral part of this Report

Place : Mumbai

Date : 29/04/2015

Secretarial Audit Reportst For The Financial Year Ended 31 March, 2015

Annexure C


Our report of even date is to be read along with the following Notes:

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an

opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness

of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in

secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion,

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations

and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of

management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness

with which the management has conducted the affairs of the company.

Signature : Sd/-

Name of the Firm : D. A. Kamat & Co.

FCS No. 3843

CP No. 4965

Place : Mumbai

Date : 29/04/2015

Annex I - Notes On The Secretarial Audit Report thOf SBI Capital Markets Limited Dated 29 April, 2015


Annexure C

Annex II - List Of Documents Maintained And Perused For The Purpose Of The Secretarial

thAudit Report Dated, 29 April, 2015

1. Minutes of the Board of Directors Meetings, including Committee Meetings (mandatory and non-mandatory)

2. Notices issued to the Directors and the Agenda Papers sent thereof

3. Attendance Registers for the Meetings of the Board of Directors and Shareholders

4. Notices and Minutes of the General Meetings of the Company

5. Statutory Registers maintained by the Company

6. Internal Audit Reports issued by the Interna! Auditors

7. Compliance Certificates issued by the Management towards the Board of Directors of the Company

8. Annual Performance Reports (APR) and Overseas Direct Investment (ODI) Reports sent under the Foreign Exchange

Management Act, 1999

9. License Agreement with SBI towards the usage of the SBI Logo

10. Opinion on FEMA given by Mr. Gopalakrishnan, Ex GM-RBI, and currently Advisor to SBI Capital Markets in the matter of no

requirement under FEMA to report delayed receipt of foreign currency bill raised for services other than software

11 Tax Due Diligence Report issued by M/s. Bansi Mehta, Chartered Accountants for the half year ended 30th September, 2014

(Half yearly Report for year ended 31st March,2014 the Compliance Certificate furnished by the MD & CEO at the Board Meeting

for the Quarter Ended 31st March,2015 is being referred)

12. Half-Yearly Reports issued and submitted to The Securities and Exchange Board of India for the Merchant Banking Operations of

the Company

13. General and Specific Disclosures of Interest issued by the Directors and maintained by the Company as per the provisions of

Section 184 of the Companies Act, 2013

14. Summary related to the pending litigations filed by the company & against the Company.

15. Draft of the Financial Statements prepared in respect to the Companies Act, 2013

List of Documents


Annexure C

Annex III - List Of Other Acts Specifically Applicable To The Company And Its Branches As On The Date Of

thThe Secretarial Audit Report Dated 29 April, 2015

Registered Office: No.202, Maker Tower, 'E', 20th Floor, Cuffe Parade, Colaba, Mumbai,Maharashtra, 400005.

Branch Offices: Ahmedabad, Bangalore, Chennai, Guwahati, Hyderabad, Kolkata, New Delhi, Pune

Major Acts applicable to the Company;

1. Shops and Establishments Act as applicable to the Registered Office and the branch offices

2. Employees Provident Fund and Miscellaneous Provisions Act, 1952

3. Employees State Insurance Act, 1948

4. Equal Remuneration Act, 1976

5. Acts as prescribed under the Direct Taxes and Indirect Taxes

6. All Acts applicable to the Merchant Banking Institutions

7. Payment of Gratuity Act, 1972

8. Micro, Small & Medium Enterprise Act, 2006

9. The Bombay Shops & Establishments Act, 1948

10. Employees Superannuation Scheme

11. Prevention of Money Laundering Act

12. Registration Act, 1908

13. Indian Stamp Act, 1899

14. Local laws as applicable to various offices of the company


Annexure C

Annexure D

Name Designation/Nature of duties

Remuneration(Amount in Rs.)

Date of commencement of

employment

Qualificaion and Experience

Age - years

Statement Pursuant To Rule 5(2) Of The Companies (Appointment & Remnuneration Of Managerial Personnel) Rules 2014

Last Employment held,

Designation

(i) Employed throughout the year and are in receipt of remuneration aggregating not less than Rs. 60,00,000/- per annum

Shri Supratim Sarkar

Shri Sanjeev Kumar

Agarwal

Shri Rajat Misra

Shri Vishal Gupta

Shri Mukul Modi

Shri Gopal Agarwal

Shri Rajesh Kumar Agarwal

Shri Sachin Vermani

Shri Vivek Khurana

Shri Subhendu

Moitra

Shri D. Venu

Executive Vice

President & Group

Head - Infra

Sr. Vice President -

Infra

Sr.Vice President -

Infra


Infra


Infra

Sr. Vice President –

Infra

Sr. Vice President – Infra

Vice President -

Infra

Vice President - Infra

Vice President -

Infra

Vice President –

Investment

Banking

1,22,63,073/-

71,65,733/-

80,94,536/-

91,60,318/-

78,78,566/-

79,65,715/-

79,05,221/-

67,33,500/-

66,20,080/-

66,33,617/-

62,31,993/-

7th Nov. 2000

16th March, 2006

1st June, 1999

9th October, 2006

10th March, 2005

11th April, 2005

19th May, 2005

1st March, 2005

12th September,

2000

18th September,

2006

18th May, 2010

B.E. (Mech.

Engg.)

M. Tech, MBA,

- 23/48

B.Sc. , B. Tech.,

DBF, ICFAI

- 26/48

B. Tech (Mech.

Engg.), PGDBM

(Finance)

- 20/44

B. Chem., Engg,

MFM, Gen.

Management

Course IIM

- 22/46

BE(Production

Engg.), BIT,

Ranchi, PGDBM

(Finance &

Marketing), CAIIB

- 24/46

CAIIB CA, CS,

ICWA,

B.Com(Hons)

- 20/42

CAIIB,CS,CA,

B.Com. - 23/45

B.COM, MBA,

M.COM, DSM,

- 16/41

BE , PGDM -

14/38

B Tech. MBA

(Finance), CAIIB-1 –

22/45

B.Com,CA,

- 26/46

IDBI LTD, DGM

IDBI Ltd., DGM

Sr. Engineer, BHEL

Advance Research

Project Div.

Reliance Industries

Limited, DGM

Sterlite Industries (I)

Ltd

IDBI

IFCI Ltd

GAIL (INDIA) LTD,

Manager

First employment

after Post

Graduation

IDBI LTD, DGM

HSBC Invest Direct

Securities (India)

Limited,Vice

President

Smt. Amishi Kapadia Vice President –

Investment

Banking

62,79,368/- 1st June, 2010 BBA,Master of

International

Affairs, MBA

- 17/41

Bennett, Coleman

& Co.Ltd., Chief

Manager-Investor

Relations & Equity

Capital Markets


Annexure D

Name Designation/Nature of duties

Remuneration Date of commencement of

employment

Qualificaion and Experience

Age - years

Statement Pursuant To Rule 5(2) Of The Companies (Appointment & Remnuneration Of Managerial Personnel) Rule 2014

Last Employment held,

Designation

Shri Rakesh Joshi Sr. Vice President

– Debt Capital

Market

45,40,312/- (from

1st April 2014 to

1st September,

2014)

5th April 2011 B. Sc. (Hons.),

CAIIB–Part I,

- 30/52

J. P. Morgan

Services India

Private Limited,

Executive Director

(ii) Employed for part of the year and are in receipt of remuneration aggregating not less than Rs. 5,00,000/- per month

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or

as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or

manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of

the company.

NIL

NOTES :

1) The above remuneration includes salaries, allowances, arrears of salary, leave encashment, performance linked variable pay,

monetary value of perquisites as per Income Tax Rules, reimbursement of Leave Travel Allowance and Medical expenses claimed

during the year, Company’s contribution to Provident and Superannuation Funds.

2) Other terms and conditions of service include Company’s contribution to Gratuity fund.

3) The nature of employment – all employments are non contractual.

4) % of equity shares held by the employee in the Company within the meaning of Rule 5(2) of the Companies (Appointment &

Remuneration of Managerial Personnel) Rule 2014– Nil.

5) The employees are not related to any Directors of the Company.


Extract Of Annual ReturnstAs On The Financial Year Ended On 31 March 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and other details:

I) CIN U99999MH1986PLC040298

ii) Registration Date 2nd July 1986

iii) Name of the Company SBI Capital Markets Ltd.

iv) Category/Sub-CategoryoftheCompany Public Ltd. Company

v) Address of the Registered office and contact details 202 Maker Tower E, Cuffe Parade, Mumbai 400005.

Tel 22178300

vi) Whether listed company Yes/No No

vii) Name, Address and Contact details of Registrar and -

Transfer Agent

II. Principal business activities of the company

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products/ services NIC Code of the Product/ service % to total turnoverof the company

1. Merchant Banking and Advisory Fees - 91.30%

III. Particulars of holding, subsidiary and associate Companies -

1 State Bank of India Corporation set up under SBI Act. Holding 100% Section 2(46)

2 SBICAP Securities Ltd. U65999MH2005PLC155485 Subsidiary 100% Section 2(87)

3 SBICAP Ventures Ltd. U67190MH2005PLC157240 Subsidiary 100% Section 2(87)

4 SBICAP Trustee Company Ltd. U65991MH2005PLC158386 Subsidiary 100% Section 2(87)

5 SBICAP (UK) Ltd. Foreign Subsidiary Subsidiary 100% Foreign Subsidiary

6. SBICAP (Singapore) Ltd. Foreign Subsidiary Subsidiary 100% Foreign Subsidiary

ApplicableSection

Sr. No.

Name and Address of The Company

CIN/GLNHolding/

Subsidiary/Associate

% of Shares Held

Annexure - E

Form MGT - 9


IV. Shareholding pattern (equity share capital breakup as Percentage of total equity)

i) Category-wise Share Holding

Category of ShareholdersNo. of Shares held at the beginning of the year i.e. as on 1st April, 2014

No. of Shares held at the end of the year i.e. as on 31st March 2015

% change duringthe year 2014-15

Demat Physical

Total % of Total Sha-res

Demat Physical


A. Promoter s

(1) Indian

a) *Individuals / HUF

b) Central Govt

c) State Govt (s)

d) Bodies Corp.

e) Banks / FI

f) Any Other…. – Public

Ltd.Co.

Sub-total (A) (1)

*Held as nominees of SBI

(2) Foreign

a) NRIs - Individuals

b) Other– Individuals

c) Bodies Corp.

d) Banks/FI

e) Any Other….

Sub-total (A)(2)

Total share holding of

Promoter(A)= (A)(1)+(A)(2)

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks / FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Funds

- 24 24 0.00 - 24 24 0.00 Nil

5,80,33,687 - 5,80,33,687 100%

5,80,33,687 - 5,80,33,687 100%

Nil

5,80,33,687 5,80,33,71124 100%

5,80,33,687 24 5,80,33,711 100%

Nil

- -- - - - - -

5,80,33,687 24 5,80,33,711 100%

5,80,33,687 24 5,80,33,711 100%

Nil

- - -

Annexure - E

Extract Of Annual ReturnstAs On The Financial Year Ended 31 March 2015

Form MGT - 9


Category of ShareholdersNo. of Shares held at the beginning of the year i.e. as on 1st April, 2014

No. of Shares held at the end of the year i.e. as on 31st March 2015

% change duringthe year 2014-15

Demat Physical


Demat Physical


f) Insurance Companies

g) FIIs

h) Foreign Venture Capital

Funds

I) Others (specify)

Sub-total (B)(1):-

2.Non- Institutions

a)Bodies Corporate

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders

holding nominal share

capital upto Rs.1 lakh

ii)Individual shareholders

holding nominal share

capital in excess of Rs1 lakh

c) Others (specify)

Sub-total (B)(2)

Total Public Shareholding

(B)=(B)(1)+ (B)(2)

C. Shares held by

Custodian for GDRs & ADRs

Grand Total

(A+B+C)5,80,33,687 24 5,80,33,711 100

%5,80,33,687 24 5,80,33,711 100

%Nil

Annexure - E


Form MGT - 9



Annexure - E

Form MGT - 9

(ii) Share holding of Promoters

Sl No. Shareholder's Name Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

%of total Shares ofthe company

%of Shares Pledged/ encumberedto total shares

No. of Shares

%of total Shares ofthe company

%of Shares Pledged/ encumberedto total shares

% change in share holding during the year

State Bank of India

(out of 5,80,33,711 shares,

24 shares are held in the

name of the nominees

of SBI)

1 5,80,33,711 100% Nil 5,80,33,711 100% Nil Nil

Total 5,80,33,711 100% Nil 5,80,33,711 100% Nil Nil

(iii) Change in Promoters’ Shareholding (Please specify, if there is no change)

Sl No.Shareholding at the beginning

of the yearCumulative Shareholding during

the year

No. of Shares

% of total Shares ofthe company

No. of Shares


At the beginning of the

year

Datewise Increase/

Decrease in Promoters

Share holding during the

year specifying

the reasons for increase

/decrease (e.g. allotment/

transfer/ bonus/ sweat

equity etc):

At the End of the year

1No Change

2

3

No Change

No Change

No Change

No Change

No Change


Annexure - E


Form MGT - 9

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares


No. of Shares


At the beginning of the

year

Datewise Increase/

Decrease in Shareholding

during the year specifying

the reasons for increase/

decrease (e.g. allotment/

transfer/ bonus/sweat

equity etc):


(or on the date of

separation, if separated

duringthe year)

NIL

For Each Of The Top 10Shareholders

NIL NIL NIL

NIL NIL NIL NIL

NIL NIL NIL NIL


1

2

3

Annexure - E


Form MGT - 9

(v) Shareholding of Directors and Key Managerial Personnel:

Sl No. Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares (Equity)

% of total shares ofthe company

No. of Shares (Equity)

% of total shares ofthe company

At the beginning of the year

Shri V. G. Kannan as MD & CEO

Shri S. Vishvanathan,

SBI Nominee Director

Date wise Increase/ Decrease in

Shareholding during the year

specifying the reasons for

increase /decrease (e.g.

allotment/ transfer/ bonus/

sweat equity etc)

a) Transfer of 6 Equity Shares

from Shri V. G. Kannan to

Shri Rajnish Kumar made on st31 July, 2014

b) Transfer of 1 Equity Share

from Shri S. Vishvanathan to

Shri V. G. Kannan made on st 21 October, 2014


a) Shri V. G. Kannan, SBI

nominee Director

b) Shri Rajnish Kumar - MD &

CEO

For Each of the Directors and KMP

6 0.00% 0.00%6

1 0.00% 0.00%1

1 0.00% 0.00%1

6 0.00% 0.00%6

6 0.00% 0.00%6

1 0.00% 0.00%1


1

2

3

Annexure - E


Form MGT - 9

Indebtedness at the beginning of the

financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the financial

year

• Addition

• Reduction

Net Change

Indebtedness at the end of the financial year

I) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

NIL NIL NIL NIL

NIL NIL NIL NIL

NIL NIL NIL NIL


VI. Remuneration of directors and key managerial personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount (Rs. in lacs)

Shri V. G. Kannan Shri Rajnish Kumar

1. Gross salary

(a) Salary as per provisions

contained insection17(1) of the

Income-tax Act, 1961

(b) Value of per quisites u/s

17(2) Income-tax Act,1961

© Profits in lieu of salary

undersection17(3)Income- tax

Act,1961

Stock Option

Sweat Equity

Commission

- as% of profit

- others, specify…


Total (A)

Ceiling as per the Act

2.

3.

4.

5.

st(for the period 1 April 2014 thto 17 July 2014)

11.47

0.26

11.73

nd(for the period 22 July 2014 st to 31 March 2015)

12.80

0.60

13.40

24.27

0.86

25.13

2539.35

Annexure - E


Form MGT - 9

- - -

- - -

- - -

- - -


B. Remuneration to other directors:

Particulars of Remuneration Name of Directors Total Amount in Rs.

Sr.no

Independent Directors

a. Fee for attending board /

committee meetings

b. Commission

c. Others, please specify

Total (1)

Other Non-Executive Directors

• Fee for attending board

committee meetings

• Commission

• Others, please specify

Total (2)

Total B (1+2)

Total Managerial

Remuneration

Overall Ceiling as per the Act

Annexure - E


Form MGT - 9

Shri Narayan

K. Seshadri

Shri Bansi

S. Mehta

Shri D.

Sundaram

Smt. Aruna

Jayanthi

Shri Devinjit

Singh

Dr.

Dharmendra

Bhandari

- - - - - - -

- - - - - - -

3,45,000 85,000 85,000 1,30,000 80,000 80,000 8,05,000

1,40,000 65,000 1,10,000 - - - 3,15,000

3,45,000 85,000 85,000 1,30,000 80,000 80,000 8,05,000

- - - - - - -

- - - - - - -

1,40,000 65,000 1,10,000 - - - 3,15,000

11,20,000

11,20,000

1,00,000 per Director per meeting.

1.

2.


Shri

Ashok Kini

Shri

P. K. Sarkar

Smt.

Bharati Rao

C. Remuneration to key managerial personnel other than MD/Manager/WTD

Sr. No. Particulars of Remuneration Key Managerial Personnel

CEO Company Secretary CFO Total

Gross salary

a) Salary as per provisions contained in

section17(1) of the Income-tax

Act,1961

b) Value of perquisites u/s

17(2) Income-tax

Act,1961

c) Profits in lieu of salary under

section 17(3) Income-tax

Act,1961

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify…


Total

1.

2.

3.

5.

20

A. Company

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. Directors




c. Other Officer in Default NIL NIL NIL NIL NIL




VII. Penalties / Punishment / Compounding of offences:

TypeSection of the Companies Act

Brief Description

Details of Penalty/ Punishment/ Compounding fees imposed

Authority (RD/NCLT/Court)

Appeal made, if any (give details)


7050

20 7050


4.

Annexure - E


Form MGT - 9

Please refer table VI A for details as MD is also holding CEO

Position

Same as above

Same as above

Same as above

- - -

- - -

- - -

- - -

- - -

- - --


As required under the provisions of the Companies Act, 2013 (the Act), as amended from time to time, this policy on nomination and

remuneration of Directors, Key Managerial Personnel (“KMP”) and the Senior Managerial Personnel (“SMP”) has been formulated by

the Nomination and Remuneration Committee of Directors (“NRC” or “the Committee”) and approved by the Board of Directors of

the Company (“the Board”).

1. Objective and purpose:

a) To guide the Board by laying down criteria and terms and conditions in relation to appointment and removal of Directors,

Key Managerial Personnel and Senior Management.

b) To evaluate the performance of the members of the Board and provide necessary report to the Board.

c) To recommend to the Board a policy, relating to the remuneration for directors, Key Managerial Personnel and formulate

criteria for remuneration payable to Senior Management Personnel and other employees.

d) To provide Key Managerial Personnel and Senior Management Personnel performance based incentives / rewards

relating to the Company’s operations.

e) To retain, motivate and promote talent and to ensure long term sustainability of talented Senior Management Personnel.

2. Definitions:

2.1 Key Managerial Personnel: Key Managerial Personnel means—

a) Chief Executive Officer or the Managing Director or the Manager;

b) Company Secretary,

c) Whole-time director;

d) Chief Financial Officer; and

e) Such other officer as may be prescribed by the Act or rules made thereunder.

2.2 Senior Management Personnel (“SMP”) means personnel of the Company who are members of its core management team

excluding Board of Directors comprising all members of management one level below the executive directors, including the

functional heads.

Unless the context otherwise requires, the “words and expressions” used in this Policy and not defined herein but defined in the

Companies Act, 2013, as may be amended, from time to time, shall have the meaning respectively assigned to them therein.

3. Applicability:

The Policy is applicable to all Directors, Key Managerial Personnel (KMP), SMP and other employees.

4. Constitution, Composition, Quorum of the Committee

4.1 Number of Members

i. The Committee shall consist of a minimum 3 (Three) non-executive directors, out of which not less than one half shall be

Independent Directors.

ii. The quorum for the Committee meetings shall be one third of its total strength (any fraction contained in that one third

being rounded off as one) or two Directors, whichever is higher, of which, at least one Director shall be an Independent

Director.

(Pursuant to Section 178 of the Companies Act, 2013)


Annexure F

iii. The Chairman of the Committee will be an Independent Director from amongst the members of the Committee. In the

absence of the Chairman, members of the Committee present at the meeting shall choose one of the members of the

committee to act as Chairman.

iv. The Chairman of the Company may be a member of the Committee but will not chair the Committee.

v. The Chairman of the Committee or in his absence any other member of the Committee authorised by him in this behalf, shall

attend the general meetings of the Company.

vi. Membership of the Committee shall be disclosed in the Annual Report.

4.2 Meetings and Invitees to meetings:

i. The Committee will meet as and when required or as mandated by the Board or the Chairman of the Committee.

ii. The Committee may invite such executives, as it considers appropriate to be present at any meeting of the Committee.

iii. The Vice President &Group Head (HR) shall be the convener of the Committee meetings.

iv. The Company Secretary shall act as Secretary of the Committee and provide assistance to it.

5. Role and functions of the Committee related to Nomination

5.1 Appointment criteria and qualifications:

i. To identify persons who are qualified to become directors and who may be appointed as KMP or SMP, who possesses

integrity, independence, adequate knowledge, skill, qualification, experience in the field of his/her specialisation

commensurate with the proposed role and responsibility as Director, KMP or SMP and shall have the ability to manage the

responsibility assigned to him/her.

ii. The Company should ensure that it appoints or continues the employment of any person as Managing Director / Whole-

time Director subject to the conditions laid down under Part I of Schedule V of the Companies Act, 2013.

iii. To ensure that the Company shall appoint or continue the service of any person as Independent Director subject to the

provisions of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013.

5.2 Tenure of appointment:

i. Executive Directors:

a) The Company shall appoint or re-appoint any person as its Managing Director / Whole-time Director by whatever name

called, for a term not exceeding five years at a time, subject to the right of the State Bank of India to appoint the Managing

Director / Whole-time Director as contained in the Articles of Association of the Company.

b) No re-appointment of the Managing Director / Whole-time Director shall be made earlier than one year before the expiry of

his/her term.

ii. Independent Director:

a) To ensure that an Independent Director shall hold office for a term up to five consecutive years on the Board of the Company

and be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in

the Board's report.

b) To ensure that no Independent Director shall hold office for more than two consecutive terms, but such Independent

Director shall be eligible for appointment after the expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the

Company in any other capacity, either directly or indirectly.



Annexure F


5.3 Evaluation:

The committee shall carry out evaluation of performance of every Director on yearly basis on certain pre-determined parameters.

5.4 Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other

applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a

Director, KMP or Senior ManagementPersonnel, subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

i. The Director shall retire as per the applicable provisions of the Companies Act, 2013, and KMP and SMP shall retire as per the

prevailing Policy of the Company in this regard.

ii. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position /

remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.

6. Role and functions of the Committee related to Remuneration

6.1 Remuneration for the Managing Director / Whole-time Director

The remuneration of the Managing Director / Whole-time Director will be determined by the Committee and recommended to the

Board for approval, subject to the right of the State Bank of India to determine the remuneration and the terms and conditions of

service of the Managing Director / Whole-time Director appointed by State Bank of India pursuant to its rights of their appointment,

as contained in the Articles of Association of the Company. The remuneration of the Managing Director / Whole-time Director shall

be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever applicable / required.

6.1.1 The remuneration payable to the Managing Director / Whole-time Director who are on deputation from State Bank of India

shall be in accordance with the policy of State Bank of India in this regard and as per the provisions of the Companies Act, 2013, and

the rules made there-under, which may be in force, from time to time.

6.1.2 Where any insurance is taken by the Company on behalf of its Directors, Managing Director, KMPs and SMPs for

indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable

to any such personnel.

6.2 Remuneration to KMPs and SMPs:

6.2.1 Regular Pay:

The KMPs and SMPs including functional heads, shall be eligible for a monthly remuneration as per Company’s Policy, which will

consist of Fixed and incentive components including perquisites and statutory benefits to attract, retain and motivate KMPs and SMPs

to attain the short and long term performance objectives of the Company.

The KMP or SMP who is on deputation from State Bank of India shall be eligible for remuneration as per the policy of State Bank of

India, in this regard.

6.2.2 Profit related ex-gratia / performance based remuneration :

Managing Director / Whole-time Director:

Subject to approval of the Board, in addition to fixed remuneration, the Managing Director / Whole-time Director is entitled to

receive remuneration within the limits prescribed under the Act by way of profit related ex-gratia / performance based

remuneration.


Annexure F

Other KMPs and Senior Management Personnel:

Subject to approval of the Board, in addition to fixed remuneration, to motivate executives to pursue the long term growth and

success of the Company, KMPs and SMPs are entitled to receive profit related ex-gratia / performance based remuneration.

6.2.3 Minimum remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, it shall pay remuneration to its Managing Director /

Whole-time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with

such provisions, with the prior approval of the Central Government.

6.3 Remuneration to Independent Director:

6.3.1 Sitting Fees:

The Independent Director shall receive remuneration by way of fees for attending meetings of Board or Committee thereof as

approved by the Board, subject to the maximum limit prescribed by the Central Government from time to time.

6.3.2 Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

7. Appointment and remuneration of other Employees of the Company

The terms of appointment and remuneration of employees of the Company (other than Managing Director, KMPs and SMPs

including functional head) shall be governed by the Company Policy.

8. Delegation

The Committee or the Board of Directors may delegate one or more powers / responsibilities prescribed in this policy in favour of the

Managing Director or any other Officer of the Company for implementation of the policy.

Amendment

This policy may be amended, altered or modified by the Committee, if it deemed necessary, subject to approval of the Board.


Annexure F


Corporate Social Responsibility (CSR) Policy

1. Corporate Philosophy

Corporate Social Responsibility (CSR) is the continuing commitment by business to behave ethically and contribute to economic

development while improving the quality of life of the workforce and their families as well as of the local community and society at

large. Businesses derive their primary benefits from operating in society and no business can function without caring for societal and

community development. Since its inception, SBICAP has been involved with several initiatives, actively pursuing and endorsing

community improvement efforts in varying capacities, across India.We understand that as a Corporate Citizen with resources at our

command, it is our solemn duty to reach out and support the less fortunate and underprivileged sections of our society. The

Company also encourages its staff members to actively follow, understand and contribute to social causes, to remove indisputable

social and developmental lacunae and to promote self and community development.

2. Role of the Board

SBICAP, being governed by the rules of The Companies Act, 2013, our CSR policy &programme is aligned with Section 135 of the Act

(The related definitions & clauses with respect to Sec 135 are appended in Annexure A).

As such, the SBICAP Board shall constitute a CSR Committee consisting of three or more Directors, out of which, at least one Director

shall be an Independent Director, as mandated by the Act.

The Board shall additionally oversee the below;

a) After taking into account the recommendations made by the Corporate Social Responsibility Committee (as constituted

above),approve the Corporate Social Responsibility Policy for the company and disclose the contents of such Policy in its

report and also place it on the company's website - www.sbicaps.com, in such manner as may be prescribed;

b) Ensure that the activities included in the CSR Policy are in compliance withthe activities in Schedule VII of the Act;

c) Ensure that the activities as are included in Corporate Social Responsibility Policy of the company are undertaken by the

company; and

d) If the company fails to spend the said amount, disclose reasons for not spending such amount, in its report under clause (o) of

sub - section (3) of Section 134, of The Companies Act, 2013.

3. Role of the CSR Committee

The Corporate Social Responsibility (CSR) Committee constituted by the SBICAP Board shall have the following terms of reference:

a) To formulate, review and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the

Company

b) To review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a);

c) To monitor the CSR Policy of the Company from time to time;

d) To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken

by the company;

e) Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed

by the Board of Directors from time to time.

4. Constitution of the CSR Working Group (CWG)

For planning, implementation, monitoring & reporting of the Company’s CSR Policy and its objectives, a CSR Working Group (CWG)

comprising the Managing Director & CEO, President & COO, SVP & CFO, VP – HR, Manager – Corporate Communications and other

Annexure G


members as may be nominated by MD & CEO will be formed. The CWG will run the Company’s CSR policy in accordance with the set

objectives & focus areas. The SVP & CFO will be the nodal officer for all activities.

5. Role of the CSR Working Group (CWG)

The CSR Working Group (CWG), as constituted above, will perform the below functions:

a) Draft a CSR Strategydocument for the corresponding financial year that will identify the broad areas of work, the activities to

be undertaken by the Company in the selected areas and the budget to be spent on them. The CSR Strategydocument will be

updated every corresponding financial year to reflect the Company’s focus areas and CSR budget for the year.

b) CWG will present and take approval for areas of work and corresponding estimates on expenditure planned for the full

financial year from the CSR Committee at the beginning of every financial year.

c) The CWG will be responsible for designing, developing, executing and monitoring the projects in the short listed focus areas

of the Company’s CSR Policy and as approved by the CSR Committee.

d) The CWG shall prepare an overview document for every project that it propose to undertake including but not limited to

activity definition, expected local impact areas, budgeted investments, expected benefits (Re value wherever possible) and

success parameters.

e) The CWG will take decisions on day to day activities of the CSR activities.

f) The CWG will be responsible for periodic reporting of the activities to the CSR Committee as per the reporting format outlined

in Section 12 or in any format as desired by the CSR Committee.

g) Accounting guidelines and Audit process (Internal / external) will be as per the guidelines laid down in the Companies Act,

2013 and in accordance with approved business processes and policies.

h) Create a mechanism, deemed appropriate to and in line with achieving the objectives of the Individual CSR projects

undertaken by the Company.

6. CSR Budget & Delegation of Powers

As enshrined under Sec 135 of The Companies Act, SBICAP’s budget in pursuance of its Corporate Social Responsibility Policy will be,

but not restricted to, at least two percent of the average net profits made by the company during the three immediately preceding

financial years.

The CSR Budget for the corresponding financial year, will be updated, with due consideration, in the CSR Strategy document &

revised each financial year.

All CSR initiatives, screened & shortlisted by the CWG, will be put up for approvals to the competent authority. The Delegation of

Powers, with respect to financial approvals pertaining to CSR Projects, will be as listed below:

Sr. No Designation Sanction Amount Reporting

Managing Director & Chief Executive Officer

President & Chief Operation Officer

Senior Vice President & Chief Financial Officer

Rs 1,00,00,000/- (Rupees One Crore Only)

Rs 50,00,000/- (Rupees Fifty Lakhs Only)

Rs 25,00,000/- (Rupees Twenty Five Lakhs)

1.

2.

3.

The Board

MD & CEO

MD & CEO


Annexure G


7. CSR Activities

The Company’s CSR Policy would encompass all the activities listed under Schedule VII of the Companies Act, 2013 (Annexure A).

However, the Company has shortlisted the below listed focus areas to create a sustainable & meaningful impact & to align with the

Communication and Business strategy of the Company.

1. Promoting health care including preventive health care and sanitation including undertaking of activities related to the

Government’s Swachh Bharat Abhiyaan programme & contribution to the Swachh Bharat Kosh set-up by the Central

Government for promotion of sanitation and making available safe drinking water

2. Promoting education, including special education and employment enhancing vocation skills especially among children,

women, elderly, and the differently abled, and livelihood enhancement projects;

3. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry,

conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga

Fund set-up by the Central Government for rejuvenation of river Ganga;

4. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and

works of art; setting up public libraries; promotion and development of traditional arts and handicrafts:

5. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-

economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes,

minorities and women; This is subject to the condition that contribution to such funds would not exceed 25% of the CSR

budget for the corresponding FY.

6. Slum Area Development (‘slum area’ shall mean any area declared as such by the Central Government or any State

Government or any other competent authority under any law for the time being in force).

The above focus areas may be re-aligned and new focus areas incorporated, as and when deemed necessary, by the Company’s CSR

Committee.

The specific undertakings and collaborations under each focus area and approximate budget allocation to each of the focus areas

from the Company’s CSR budget for the year, will be demarcated for reference purpose, along with zone wise/RO allocations (if any

specified) in the CSR Strategy Document. The individual CSR activities undertaken should preferably be in the vicinity of the

Company’s offices across the country and not more than 25% of the available funds for the corresponding FY should be allocated for

any one project so as to ensure equitable distribution and utilisation of funds.

8. Shortlist Criteria & Empanelment Process

The empanelment process for any partner /vendor, working in the focus areas listed in Section 7, will follow processes and methods

as may be outlined by SBICAP’s sourcing policy & compliance requirements and shall be in accordance with the Section 135 of the

Act and Rules made thereunder. A CSR Association Form to be filled-in and submitted by any partner / vendor, to help the Company

evaluate and screen CSR proposals for possible association, is appended as Annexure ‘B’.

9. Implementation Process

The Company will implement initiatives under its CSR Policy, which may also include activities for or on behalf of its eligible Indian

subsidiaries, as deemed applicable.

The following entities will oversee the CSR Policy, its implementations and execution of CSR projects, programs and activities:

1. The Board

2. The CSR Committee, as constituted by the Board &

3. The CSR Working Group (CWG)

The CWG will be responsible for the Implementation Process.

The key implementation steps and processes have been summarized below:


Annexure G


1. Develop a CSR Strategy Document– the CWG will draft a CSR Strategy document aligned with the overall objectives of the

company on social interactions and the focus areas listed in Section 7. Specific initiatives, shortlisted projects & associations

under each of the above focus areas, will be incorporated in the CSR Strategy Document, during the course of the year.

Inputs, if any, from the applicable Indian subsidiaries of the Company – SBICAP Securities Limited (SSL) & SBICAP Trustee

Company Limited (STCL) may be incorporated in the document.

2. Allocation of geographical budgets, if any

3. Operationalizing the institutional mechanism – CSR Committee, CSR Working Group (CWG), team identification & capacity

building

4. Shortlist Implementing Agencies and conducting due diligence, if required

5. Project Development – Detailed Project Report (DPR)

6. Clear identification of CSR Budget

7. Project approval

8. Finalizing agreements with the implementing agencies

9. Project Implementation

10. Documentation, Monitoring (at Board and CSR Committee level)

11. Evaluation (Concurrent, Final & if possible, by an Independent Third Party)

12. Project impact assessment

13. Preparation of reporting format and placement in public domain

The company may decide to undertake the CSR projects or programs or activities approved by the CSR Committee, through any of

the following three agencies, established by the company or its holding or subsidiary or associate company:

• A registered trust, or

• A registered society, or

• A company registered under Section 8 of the Act.

Provided that:

- if such trust, society or company is not established by the company or its holding or subsidiary or associate company, it shall have an

established track record of three years in undertaking similar projects or programs;

- The company has specified the projects or programs to be undertaken through these entities, the modalities of utilization of funds

on such projects and programs and the monitoring and reporting mechanism.

The company may also collaborate with other companies for undertaking CSR projects or programs or activities, provided the CSR

Committee is in a position to report separately on such projects or programs or activities in accordance with the CSR Rules. The

Company will have authority to disengage from any project at its own free will and at any point of time during the implementation

for the Project, subject to the approval of the CWG.

The finalized schedule for each of the CSR project or programs or activity containing details of project, modalities of execution,

implementation schedule and monitoring mechanism shall be as per this CSR Policy.

10. Employee Engagement

SBICAP actively encourages its employees to volunteer for/participate in social causes. Employees are free to offer suggestions and

pass on recommendation as well as be a part of related activities in the short listed focus areas, under the Company’s CSR Policy. The

Company, will make all efforts to engage its employees to participate in and promote the causes that it endorses, under its CSR

outreach, across all its locations & business centers.


Annexure G


Sr.No. CSR Project or activity identified

Sector in which the project is covered

Projects or programs(1) Local Area or other(2) Specify the State & District where the project or program were undertaken

Amount outlay (budget) project/ program wise

Amount spent on the projects or programs Sub-heads :(1) Direct Expenditure on projects or programs(2) Over heads

Amount spent Direct or through Implementing agency*

Cumulative expenditure up to the reporting period

1.

2.

3.

Total

*Give Details of Implementing Agency

6. In case the company is unable to spend the two percent of the average net profit for the last three financial years or any part

thereof, the company shall provide the reasons for not spending the amount in the Board’s report.

7. A Responsibility statement of the CSR Committee that the implementation and the monitoring of the CSR Policy, is in compliance

with the CSR objectives and the Policy of the company.

8. The Annual Report shall be signed by :

a. Managing Director & CEO or Director

b. Chairman - CSR Committee.

13. Policy Review Mechanism

The CSR policy will be under the ownership of the CSR Committee and will be reviewed annually. The changes will be documented

in the change log and signed off at the end of every review cycle by all members of the CSR Committee.

11. Monitoring of CSR projects or programs or activities

The CSR Committee will review the progress on the CSR initiatives and discuss the budgetary utilization on a quarterly basis. This

meeting may include the relevant NGO/Partners, if required by the CSR Committee.The CSR Committee will present the quarterly

progress to the Board as part of the regular board meetings. In order to ensure that the amount spent by the company on CSR

activities got properly utilised for the Projects for which they are earmarked, the CWG may also nominate two on three officials (from

the Company or any of its subsidiaries) to monitor the actual implementation of those Projects, depending on the scale of the Project.

12. Reporting Template

The format for the “Annual Report on CSR Activities” to be included in the Board’s Report and to be displayed on the company’s

website www.sbicaps.com shall be as follows:

1. A brief outline of the company CSR policy&CSR Strategy Document for the corresponding year, including overview of the

projects or program proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

2. The Composition of the CSR Committee.

3. Average net profit of the company for the last three financial years.

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above).

5. Details of the CSR spent during the financial year:

a. Total Amount to be spent for the financial year;

b. Amount unspent, if any;

c. Manner in which the amount is spent during the financial year (as per Format below) :

Version Approval Date Issue Date Effective Date Comments

1.0

2.0


Annexure G


Sec 135 under the Companies Act, 2013 mandates that the Board of every company shall ensure that the company spends, in every

financial year, at least two percent of the average net profits made by the company during the three immediately preceding financial

years, in pursuance of its Corporate Social Responsibility Policy.The details of eligibility, net profit calculation and use of funds will be

as set out in the Companies Act, 2013 or Rules made thereunder and subsequent amendments / clarifications / circulars /

notifications

Definitions;

1. “Act” means the Companies Act, 2013

2. “Corporate Social Responsibility (CSR)” means and includes but is not limited to:-

a. Projects or programs relating to activities specified in Schedule VII to the Act; or

b. Projects or programs relating to activities undertaken by the Board of Directors of the company (Board) in pursuance of

recommendations of the CSR committee of the Board as per the declared CSR Policy of the company subject to the

condition that such policy will cover subjects enumerated in Schedule VII of the Act.

3. “CSR Committee” means the Corporate Social Responsibility Committee of the Board referred to in Section 135 of the Act.

4. “CSR Expenditure” shall include all expenditure including contribution to corpus, for projects or programs relating to CSR

activities approved by the Board on the recommendation of its CSR Committee, but does not include any expenditure on an

item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Act.

5. “CSR Policy” relates to activities to be undertaken by the company as specified in Schedule VII to the Act and the expenditure

thereon, excluding activities undertaken in pursuance of normal course of business of the company.

6. “Net Profit” means the net profit of the company as per its financial statements prepared in accordance with the applicable

provisions of the Act, but shall not include the following, namely;

a. any profit arising from any overseas branch or branches of the company, whether operated as a separate company or

otherwise; and

b. any dividend received from other companies in India, which are covered under and complying with the provisions of the

section 135 of the Act

7. “Average Net Profit” shall be calculated in accordance with the provisions of Section 198 of the Act.

The broad CSR activities that can be considered for projects or programs are listed in the Schedule VII to the Companies Act, 2013

and are outlined below:

1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation

including contribution to the Swach Bharat Kosh set-up by the Central Government for promotion of sanitation and making

available safe drinking water;

2. Promoting education, including special education and employment enhancing vocation skills especially among children,

women, elderly, and the differently abled, and livelihood enhancement projects;

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age

homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and

economically backward groups;

4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry,

conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund

set-up by the Central Government for rejuvenation of river Ganga;

5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of

art; setting up public libraries; promotion and development of traditional arts and handicrafts:

Annexure A



Annexure G

6. Measures for the benefit of armed forces veterans, war widows and their dependents;

7. Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

8. Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic

development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and

women;

9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the

Central Government

10. Rural development projects.

11. Slum Area Development ('slum area' shall mean any area declared as such by the Central Government or any State Government

or any other competent authority under any law for the time being in force).

The CSR activities that the company finalizes as area of future work need to be aligned to the above activities allowed by the law.

Additionally:

- The CSR activity shall be undertaken by the company as projects or programs or activities (either new or ongoing), excluding

activities undertaken in pursuance of its normal course of business.

- Only projects or programs or activities undertaken in India shall amount to CSR expenditure

- The company shall give preference to the local area and areas around it where it operates, for spending the amount earmarked

for CSR activities.

- CSR projects or programs or activities that benefit only employees of the company and their families shall not be considered as

CSR activities.

- Contribution of any amount directly or indirectly to any political party shall not be considered as CSR activity.

- The company may build CSR capacities of its own personnel as well as those of its Implementing agencies through Institutions

with established track records of at least three financial years but such expenditure including expenditure on administrative

overheads, shall not exceed five percent of total CSR expenditure of the company in one financial year.

- Expenses incurred by the company for the fulfilment of any Act/ Statute or Regulations (such as Labour Laws, Land Acquisition

Act etc.) Would not count as CSR expenditure under the Companies Act.

- One-off events such as marathons/ awards/ charitable contribution/ advertisement/ sponsorships of TV programmes etc.

would not be qualified as part of CSR expenditure.

- The surplus arising out of the CSR projects or programs or activities shall not form part of the business profit of the Company.



Annexure G

Name of the organisation

Registration Type

Address

Website

Tax exemption details

References

Contact Person

Short description of the cause/activity

Specific area of expertise (if any)

Scale of operations (City/Zonal/National)

Team Strength

Awards/Recognition

Request/proposal for SBI Capital Markets Ltd

Any other details

Please fill in the below form in brief to help us evaluate and understand your requirement

Corporate Social Responsibility (CSR) Association Form


Annexure B


Annexure G

Independent Auditor's Report

TO THE MEMBERS OF SBI CAPITAL MARKETS LTD

Revised Report on the Financial Statements

We have audited the accompanying financial statements of SBI CAPITAL MARKETS LIMITED (“the Company”) which comprise the st Balance Sheet as at 31 March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a

summary of the significant accounting policies and other explanatory information.

Basis for revision of Audit Report

th stReference is invited to our Report dated 29 April, 2015 on the Financial Statements of your Company for the year ended 31 March,

2015 issued by us under section 143(2) of the Companies Act, 2013 which has been approved by the Board of Directors at their thmeeting held on 29 April, 2015. Our audit report is revised to include our comments on the directions given by the C & AG

(Comptroller & Auditor General of India) as required by Section 143(5) of the Companies Act, 2013. There is no other material

change in the original report.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with

respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance

and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also

includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of

the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, 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 taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. 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 from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures

that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and

the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of

the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

financial statements.


Independent Auditor's Report

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements

give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting stprinciples generally accepted in India, of the state of affairs of the Company as at 31 March, 2015, and its profit and its cash flows for

the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by The Companies (Auditor’s Report) Order, 2015, issued by the Central Government in terms of sub-section (11) of

Section 143 of the Act (hereinafter referred to as ‘the Order’), and on the basis of such checks of the books and records of the

Company as we considered appropriate and according to the information and explanations given to us, we give in Annexure A,

a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of

the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. st (e) On the basis of the written representations received from the directors as on 31 March, 2015 taken on record by the

st Board of Directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms

of Section 164 (2)of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations

given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material

foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the

Company.

3. As required by Section 143(5) of the Companies Act, 2013 we give in Annexure B our comments on the directions issued by the

Comptroller and Auditor General of India.

For SHAH & TAPARIA

Chartered Accountants

(Firm Registration No. 109463W)

Narottamlal Shah

(Partner) Place: Mumbai

Membership No. 106355 Date: 24.06.2015


Annexure A To The Auditor's Report

(Referred to in our report of even date)

Re: SBI CAPITAL MARKETS LIMITED

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and the situation of

fixed assets.

b. As explained to us all the fixed assets, except certain leased assets were physically verified by the management in the current

year in accordance with a planned program of verifying them which, in our opinion, is reasonable having regard to the size

of the Company and the nature of its assets. As informed no material discrepancies were noted on such verification.

2. In respect of inventories

a. The securities held as stock in trade and in custody of the Company have been physically verified by the management at

reasonable intervals. In our opinion, the frequency of such verification is reasonable.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to

the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and no discrepancies were noticed on comparing the physical

securities/statement from custodian with book records.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to

companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly sub

clauses (a) &(b) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system

commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and sale of

services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal

control system of the Company.

5. The Company has not accepted any deposits from the public.

6. The provisions of Section 148(1) of the Companies Act are not applicable to the Company.

7. In respect of Statutory Dues:

a. According to the information and explanations given to us, the Company is regular in depositing with appropriate

authorities undisputed statutory dues including provident fund, income-tax, sales-tax, service tax and other material

statutory dues applicable to it.

b. According to the records of the Company the dues outstanding of Income-tax, sales tax, wealth tax, service tax, custom duty

and cess on account of any dispute are as follows:


Annexure A To The Auditor's Report

Sales Tax (Central and State)

Issues relating to lease tax

23.13 1991-96 Commissioner Sales Tax

c. The provisions of Investor Education and Protection Fund, wealth tax, customs duty, excise duty and cess are not applicable

to the Company in the current year.

8. There are no accumulated losses at the end of the Financial year accordingly Para (viii) of the order is not applicable.

9. According to the information and explanations given to us, and based on checks carried out by us, the Company has not

defaulted in repayment of dues to financial institutions or banks. The Company has not issued any debentures during the year.

10. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others

from bank or financial institutions.

11. The Company did not obtain any term loans during the financial year.

12. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and

as per the information and explanations given by the management, we report that no fraud on or by the Company has been

noticed or reported during the course of our audit.

For SHAH & TAPARIA



Narottamlal Shah


Membership No. 106355 Dated: 24.06.2015

Name of the statute Nature of dues Amount (Rs. In lacs)

Period to which the amount relates

Forum where dispute is pending

Income Tax Act, 1961

Issue relating to disallowance of expenses

568

3879

AY 2012-13

AY 1989-1990,

1991-92 to

1992-93, AY

1996-97 to

1999-00, AY

2001-02, AY

2003-04, AY

2006-07, AY

2009-2010 and

AY 2011-12

Commissioner of Income Tax (Appeals)

Income Tax Appellate Tribunal (ITAT)


Annexure B To The Auditor's Report

Directions under section 143(5) of Companies Act, 2013

1. If the Company has been selected for disinvestment, a complete status report in terms of valuation of Assets (including intangible

assets and land) and Liabilities (including Committed & General Reserves) may be examined including the mode and present

stage of disinvestment process.

• As informed to us by the management, SBI Capital Markets Ltd has not been selected for any disinvestment during the FY

2014-15. Hence this clause is not applicable.

2. Please report whether there are any cases of waiver/write off of debts/ loans/interest etc., if yes, the reasons therefore and the

amount involved.

• During the FY 2014-15 debts aggregating to Rs 26,80,19,883/- were written off in 48 cases and debts aggregating

to Rs 15,64,80,898/- were de-accrued in 10 cases. Accordingly the profit of the Company for the FY 2014-15 has been

reduced to this extent. A summary of debtors written off and de-accrued during the FY 2014-15 along with the reasons for

write off and de-accruals is given below:

Write-offs De-accruals

Reasons No of Cases Amount No of Cases Amount

Liquidity Crisis faced by clients 21 16,15,64,311 6 15,47,71,439

Disputed Services 11 10,34,53,302 - -

Deal did not Materialise 7 28,22,157 - -

Disputed OPE Amount 6 40,658 - -

Wrongly Billed 3 1,39,455 4 17,09,459

TOTAL 48 26,80,19,883 10 15,64,80,898

3. Whether proper records are maintained for inventories lying with third parties & assets received as gift from Govt. or other

authorities.

• As verified from the books and records presented before us for our verification and as per information and explanations given

to us, there have been no instances where inventories were lying with third parties or assets were received as gift from Govt.

or other authorities

4. A report on age-wise analysis of pending legal / arbitration cases including the reasons of pendency and existence / effectiveness

of a monitoring mechanism for expenditure on all legal cases(foreign and local) may be given.

• Age-wise analysis of legal cases pending with DRT, City Civil Court, Special Court, High Court and Supreme Court, including

the reasons of pendency is as follows :

Period Reasons for pendingNo. of cases filed by the Company

No. of cases filed against the Company

Less than 1 year 9 1 Pending for hearing

1 year to 3 years 1 4 Pending for hearing

3 years to 5 years - 6 Pending for hearing

More than 5 years 4 8 Pending for hearing


Annexure B To The Auditor's Report

Based on the information and explanations provided to us by the management, there exists an effective monitoring mechanism for

expenditure on all legal cases during the year. The Company does not have any pending litigations which would impact its financial

position.

For SHAH & TAPARIA


(Firm Registration Number 109463W)

Narottamlal Shah


Membership Number 106355 Date: 24.06.2015



Independent Auditor’s Report

TO THE MEMBERS OF SBI CAPITAL MARKETS LTD

Report on the Financial Statements

We have audited the accompanying financial statements of SBI CAPITAL MARKETS LIMITED (“the Company”), which comprise the

Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a

summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with

respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance

and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also

includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of

the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, 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 taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. 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 from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control

relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures

that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and

the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of

the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements

give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting

principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for

the year ended on that date.

Independent Auditor’s Report

Report on Other Legal and Regulatory Requirements

As required by The Companies (Auditor’s Report) Order, 2015, issued by the Central Government in terms of sub-section (11) of

Section 143 of the Act (hereinafter referred to as ‘the Order’), and on the basis of such checks of the books and records of the

Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a

statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by Section143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement

with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the

Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

st(e) On the basis of the written representations received from the directors as on 31 March, 2015 taken on record by the Board of st Directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of Section 164

(2)of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and

Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material

foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the

Company.

For SHAH & TAPARIA



Narottamlal Shah


Membership . No.106355 Date: 29.04.2015



Annexure To The Auditor’s Report

(Referred to in our report of even date)

Re: SBI CAPITAL MARKETS LIMITED

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and the situation of

fixed assets.

b. As explained to us all the fixed assets, except certain leased assets were physically verified by the management in the current

year in accordance with a planned program of verifying them which, in our opinion, is reasonable having regard to the size

of the Company and the nature of its assets. As informed no material discrepancies were noted on such verification.

2. In respect of inventories

a. The securities held as stock in trade and in custody of the Company have been physically verified by the management at

reasonable intervals. In our opinion, the frequency of such verification is reasonable.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation

to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and no discrepancies were noticed on comparing the physical

securities/statement from custodian with book records.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to

companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly sub

clauses (a) &(b) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system

commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and sale of

services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal

control system of the Company.

5. The Company has not accepted any deposits from the public.

6. The provisions of Section 148(1) of the Companies Act are not applicable to the Company.

7. In respect of Statutory Dues:

a. According to the information and explanations given to us, the Company is regular in depositing with appropriate

authorities undisputed statutory dues including provident fund, income-tax, sales-tax, service tax and other material

statutory dues applicable to it.

b. According to the records of the Company the dues outstanding of Income-tax, sales tax, wealth tax, service tax, custom

duty and cess on account of any dispute are as follows:

Annexure To The Auditor’s Report

Sales Tax (Central and State)

Issues relating to lease tax

23.13 1991-96 Commissioner Sales Tax

Name of the statute Nature of dues Amount (Rs. In lacs)

Period to which the amount relates

Forum where dispute is pending

Income Tax Act, 1961

Issue relating to disallowance of expenses

568

3879

AY 2012-13

AY 1989-1990,

1991-92 to

1992-93, AY

1996-97 to

1999-00, AY

2001-02, AY

2003-04, AY

2006-07, AY

2009-2010 and

AY 2011-12

Commissioner of Income Tax (Appeals)

Income Tax Appellate Tribunal (ITAT)

c. The provisions of Investor Education and Protection Fund, wealth tax, customs duty, excise duty and cess are not

applicable to the Company in the current year.

8. There are no accumulated losses at the end of the Financial year accordingly Para(viii) of the order is not applicable.

9. According to the information and explanations given to us, and based on checks carried out by us, the Company has not

defaulted in repayment of dues to financial institutions or banks. The Company has not issued any debentures during the year.

10. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others

from bank or financial institutions.

11. The Company did not obtained any term loans during the financial year.

12. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and

as per the information and explanations given by the management, we report that no fraud on or by the Company has been

noticed or reported during the course of our audit.

For SHAH & TAPARIA


(Firm Registration No.109463W)

Narottamlal Shah

Partner Place: Mumbai

Membership No.:106355 Dated: 29.04.2015


CAG Comments

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143(6) (B) OF THE COMPANIES

ACT, 2013 ON THE FINANCIAL STATEMENTS OF SBI CAPITAL MARKETS LIMITED FOR THE YEAR ENDED 31 MARCH 2015

The preparation of financial statements of SBI Capital Markets Limited for the year ended 31 March 2015 in accordance with the

financial reporting framework prescribed under the Companies Act, 2013 is the responsibility of the management of the company.

The statutory auditor appointed by the Comptroller and Auditor General of India under section 139(5) of the Act is responsible for

expressing opinion on the financial statements under section 143 of the Act based on independent audit in accordance with

standards on auditing prescribed under section 143 (10) of the Act. This is stated to have been done by them vide their Audit Report

dated 24 June 2015.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under section 143

(6) (a) of the Act of the financial statements of SBI Capital Markets Limited for the year ended 31 March 2015. This supplementary

audit has been carried out independently without access to the working papers of the statutory auditors and is limited primarily to

inquiries of the statutory auditors and company personnel and selective examination of some of the accounting records. On the

basis of my audit nothing significant has come to my knowledge which would give rise to any comment upon or supplement to

statutory auditors report.

For and on the behalf of the

Comptroller and Auditor General of India

(Roop Rashi)

Principal Director of Commercial Audit and

ex-officio Member, Audit Board - I, Mumbai.

Place : Mumbai

Date : 10 July 2015


Balance Sheet As At 31st March 2015

EQUITY AND LIABILITIES

SHAREHOLDERS' FUNDS

Share capital 2.1 5,803 5,803

Reserves and surplus 2.2 96,074 92,255 1,01,877 98,058

NON-CURRENT LIABILITIES

Other long-term liabilities 2.3 72 283

Long-term provisions 2.4 1,188 932 1,260 1,215

CURRENT LIABILITIES

Trade payables 2.5 2,310 2,042

Other current liabilities 2.6 3,192 3,055

Short-term provisions 2.4 5,098 2,654

10,600 7,751

TOTAL 1,13,737 107,024

ASSETS

NON-CURRENT ASSETS

Fixed Assets 2.7

Tangible Assets 860 1,028

Intangible Assets 415 64

Capital work-in-progress 249 -

Non-current investments 2.8 38,783 32,337

Deferred tax assets (net) 2,507 2,756

Long-term loans and advances 2.9 4,118 6,507

Trade receivables 2.10 19 19

Other non-current assets 2.11 3,200 -

50,151 42,711

CURRENT ASSETS

Inventories 2.12 30,912 30,873

Trade receivables 2.10 30,362 22,902

Cash and cash equivalents 2.13 520 8,898

Short-term loans and advances 2.9 541 378

Other current assets 2.11 1,251 1,262

63,586 64,313

TOTAL 1,13,737 1,07,024

As at 31st Mar-15

(Rupees in lacs unless otherwise stated)

As at 31st Mar-14

Notes

NOTES TO FINANCIAL STATEMENTS 1 & 2

The accompanying notes are an integral part of the financial statements.

As per our report of even date For SHAH & TAPARIA For and on behalf of Board of Directors Firm Registration No. 109463W Chartered Accountants Narottamlal Shah Arundhati Bhattacharya Rajnish KumarPartner Chairman Managing Director & CEOMembership No.: 106355 Mumbai P. Karthikeyan Nilesh N. ShahApril 29, 2015 Senior Vice President & CFO Company Secretary


Statement Of Profit And Loss For The Year Ended 31st March 2015

For the yearended 31st Mar-15

INCOME

Revenue from operations 2.14 65,885 57,862

Other income 2.15 5,628 1,561

71,513 59,423

EXPENDITURE

Employee benefit expenses 2.16 9,613 9,113

Depreciation and amortisation expense 2.7 466 282

Other expenses 2.18 7,433 6,041

Provisions 2.19 3,211 5,117

20,723 20,553

PROFIT BEFORE TAX 50,790 38,870

Provision for current income-tax (16,055) (13,800)

Provision for taxation of earlier year (686) -

Deferred tax credit (249) 1,458

PROFIT FOR THE YEAR 33,800 26,528

Earning per share (Basic and Diluted in Rs.)

(Face value Rs.10/- per share) 58.24 45.71


Notes

NOTES TO FINANCIAL STATEMENTS 1 & 2 The accompanying notes are an integral part of the Financial Statements. As per our report of even date For SHAH & TAPARIA For and on behalf of Board of Directors Firm Registration No. 109463W Chartered Accountants Narottamlal Shah Arundhati Bhattacharya Rajnish KumarPartner Chairman Managing Director & CEOMembership No.: 106355 Mumbai P.Karthikeyan Nilesh N. ShahApril 29, 2015 Senior Vice President & CFO Company Secretary



Cash Flow Statement

Cash flow from operating activities :-

Net profit before taxation 50,790 38,870

Adjustments for -

(Profit) / Loss on sale of assets(net) (3) 3

Profit on sale of long term investments (120) (39)

Interest on long term investments (2,325) (2,626)

Dividend income (2,404) (2,306)

Depreciation 466 282

Provision on investments (net of write-back) (439) 572

Provision on stock-in-trade (net of write-back) (9) 22

Provision for doubtful debts (net of write-back) (1,151) 4,064

(5,985) (28)

Operating profit before working capital changes 44,805 38,842

Decrease /(increase) in trade receivables - current (6,310) (1,633)

Decrease /(increase) in interest / dividend accrued 81 441

Decrease /(increase) in short-term loans & advances (2,784) 753

Decrease /(increase) in long-term loans & advances 2,389 (646)

Decrease/(increase) in stock-in-trade (30) (11,365)

(Decrease)/increase in current liabilities 405 1,091

(Decrease)/increase in long-term liabilities (211) 24

(Decrease)/increase in provision for gratuity 35 (90)

(Decrease)/increase in Provision for compensated 240 124

absences (6,185) (11,300)

Cash generated from operations 38,620 27,542

Income tax paid (14,121) (14,593)

(14,121) (14,593)

I. Net cash from operating activities 24,499 12,949

Cash flow from investing activities :-

Purchase of fixed assets (720) (388)

Capital Work in progress (249) -

Sale of fixed assets 38 44

Interest on long term investments 2,260 2,064

Dividend income 2,404 2,306

Purchase of investments (6,352) (13,401)

Sale of investments 465 6,053

II. Net cash from investing activities (2,154) (3,322)

Cash flow from financing activities :-

Dividend payment (24,954) (15,089)

Tax on dividend payment (2,564) (2,448)

III. Net cash used in financing activities (27,518) (17,537)

For the year ended 31 Mar-15

For the year ended 31 Mar-14



Cash Flow Statement (Contd.)

For the year ended 31st Mar-15

Net change in cash & cash equivalents (I+II+III) (5,173) (7,910)

Cash & cash equivalents at the beginning of the year 8,864 16,773

Cash & cash equivalents at the end of the year 3,691 8,864


Cash and cash equivalent included in cash flow statement comprise the following balance sheet amounts :-

As at 31st Mar-15

Cash on hand - -

Balances with scheduled banks (current & deposit accounts) 3,691 8,864

3,691 8,864

(Excludes amounts placed as deposits with scheduled

banks towards cash margin for various guarantees

issued by banks on behalf of the Company.) 29 34

As at 31st Mar-14

The Cash flow statement and the notes to accounts form an integral part of the accounts. As per our report of even date For SHAH & TAPARIA For and on behalf of Board of Directors Firm Registration No. 109463W Chartered Accountants Narottamlal Shah Arundhati Bhattacharya Rajnish KumarPartner Chairman Managing Director & CEOMembership No.: 106355 Mumbai P. Karthikeyan Nilesh N. ShahApril 29, 2015 Senior Vice President & CFO Company Secretary



Notes To Financial Statements For The Year Ended 31st March 2015

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation

The financial statements have been prepared to comply in all material respects with the standards specified under section 133 of

the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the

Companies Act, 2013. The financial statements have been prepared under the historical cost convention on an accrual basis,

except in case of assets for which provision for impairment is made and revaluation is carried out. The accounting policies have

been consistently applied by the Company and are consistent with those used in the previous year.

b) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at

the date of the financial statements and the results of operations during the reporting period end. Although these estimates are

based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

c) Fixed Assets and Depreciation

Fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost comprises the purchase price and

any attributable cost of bringing the asset to its working condition for its intended use.

Depreciation on fixed assets, other than leased fixed assets, software, computers, mobile phones, hand held devices and

Building is provided using the written down value method as per useful life defined in Schedule II to the Companies Act, 2013,

on a pro-rata basis. Buildings are depreciated over a period of 58 years at the rate of 5% using the written down value method,

on a pro rata basis. Computers, mobile phones and hand held devices are depreciated over a period of three years on straight

line basis. The rates applied for all assets are equal to or higher than the rates based on the useful lives.

In case of fixed assets leased prior to April 1, 2001, depreciation is provided using the straight-line method as per useful life

prescribed in Schedule II to the Companies Act, 2013, on a pro-rata basis, or amount worked out in the ratio of lease rentals

accrued as per the agreement to the lease rentals for the entire primary period of lease, whichever is higher (on a cumulative

basis). This method is followed in preference to the recommendations made by the Institute of Chartered Accountants of India, in

its Guidance Note, ‘Accounting for Lease’. This Guidance Note is recommendatory in nature.

The leasehold Improvements have been written off over the balance period of lease.

d) Intangible Assets

Software is amortized over a period of 3 years on a straight line basis.

e) Impairment

The carrying amounts of assets are reviewed at each balance sheet date if there is 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 asset’s net selling price and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value at the weighted average cost of capital.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

f) Investments

Investments include equity shares, preference shares, debt instruments and units of mutual funds, which are intended to be held

to maturity or for a period of not less than one year are classified as long term investments. All other investments are classified as

Current investments.




Notes To Financial Statements For The Year Ended 31st March 2015 (Contd.)

Long-term investments are carried at cost arrived at on a weighted average basis and are stated net of provision. Cost comprises

purchase price, brokerage and stamp duty. Appropriate provision is made for, other than temporary diminution in the value of

investments.

Investment in Immovable property is valued at cost. Appropriate provision is made for, other than temporary diminution in the

value of investments.

g) Stock-in-trade

Securities acquired and held, principally for the purpose of selling them in the near term, are classified as stock-in-trade.

Quoted securities are valued at lower of cost and market value. Unquoted equity shares are valued at the lower of cost and

break-up value. Unquoted debt instruments are valued in accordance with the valuation guidelines issued by the Fixed Income

Money Market and Derivatives Association of India (FIMMDA). Accordingly, stock of government dated securities, corporate/FI

debentures/bonds are valued at lower of cost or market/fair value. Appropriate provisions, as prescribed by Non-Banking

Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 are made for non-performing debt instruments. The

discount, if any, is amortised over the holding period of the instrument based on the original yields for the residual maturities and

the carrying value of the instrument is adjusted correspondingly. Units of mutual fund are valued at lower of cost and net asset

value.

Cost comprises purchase price, brokerage, stamp duty and any premium, if paid and is computed on weighted average basis.

The market value is the price at which the securities are traded in the market. In the absence of such market price, the market

value is derived based on market related spreads over the Government benchmark curve, as specified in FIMMDA guidelines, for

applicable securities.

h) Revenue recognition

Revenue is recognized to the extent that it is probable that economic benefits will flow to the Company and revenue can be easily

measured.

Fee based Income:

• Issue management and advisory fees are recognised as per the terms of the agreement with the client, net of pass-through.

• Fees for private placement are recognised on completion of assignment.

Income from securities:

• Gains and losses on the sale of securities are recognised on trade date.

• Dividend is accounted on an accrual basis where the right to receive the dividend is established.

• Interest is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable except

interest in respect of non-performing/doubtful assets which is recognised on cash basis.

i) Foreign currency transactions

Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange

rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical

cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary

items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the

exchange rates that existed when the values were determined.


Exchange Differences

Exchange differences arising on the settlement of monetary items or on the reporting date due to rates different from those at

which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as

expenses in the year in which they arise except those arising from investments in non-integral operations.

j) Retirement and other employee benefits

Retirement benefits to employees comprise gratuity, superannuation, provident fund and pension fund. The Company's

employees are covered under the employees' gratuity scheme and superannuation scheme established by the Life Insurance

Corporation of India ('LIC').

Retirement benefits in the form of Provident Fund and Superannuation Fund are a defined contribution scheme and the

contributions are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due.

There are no other obligations other than the contribution payable to the respective trusts.

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit

method made at the end of each financial year.

Short term compensated absences are provided for on based on estimates. Long term compensated absences are provided for

based on actuarial valuation. The actuarial valuation is done as per projected unit credit method made at the end of each

financial year.

Actuarial gains/losses are immediately taken to profit and loss account and are not deferred.

k) Income taxes

Tax expense comprises current and deferred taxes. Current income tax is measured at the amount expected to be paid to the tax

authorities in accordance with the Income Tax Act. Deferred income taxes reflect the impact of current year timing differences

between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be

available against which such deferred tax assets can be realised. Deferred tax assets are recognised on carry forward of

unabsorbed depreciation and tax losses only if there is virtual certainty supported by convincing evidence that such deferred tax

assets can be realised against future taxable profits.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises deferred tax assets to the

extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future taxable income will be

available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the carrying

amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that

sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write-down is

reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable

income will be available.

l) Earnings per share

Basic and diluted earnings per share are reported in accordance with AS 20, “Earnings Per Share”. Basic earnings per equity

share has been computed by dividing net profit after tax by weighted average number of equity shares outstanding for the year.

Diluted earnings per equity share have been computed using the weighted average number of equity shares and dilutive

potential equity shares outstanding during the year.



m) Provisions & Contingent Liabilities

A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable that an outflow

of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not

discounted to the present value and are determined based on the best estimate required to settle the obligation at the balance

sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be

confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the

company or when there is a present obligation that arises from past events where it is either not probable that an outflow of

resources will be required to settle or a reliable estimate of the amount cannot be made.

n) Operating Lease

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as

operating leases. Operating lease payments are recognised as an expense in the profit and loss account on a straight line basis

over the lease term.

o) Segment information – basis of preparation

The Company’s primary segments are businesses, which are organised around the following service lines:

• Fee-based segment provides merchant banking and advisory services like issue management, underwriting arrangement,

project advisory & structured finance.

• Fund-based segment undertakes deployment of funds in leasing / hire purchase and dealing in various securities.

• ‘Other’ segment includes fee income and other corporate income and expenses, which are either not allocable to any

specific business segment or not material enough to warrant a separate disclosure as a reportable segment.

• The risk and returns of the business of the Company is neither associated with geographical segmentation nor are the clients

of the Company grouped geographically. Hence there is no secondary segment reporting based on geographical segment.

Common costs identifiable with each segment have been allocated, based on the relative utilisation of such benefits by each

segment, out of the total costs.

p) Cash and Cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term investments with an original

maturity of three months or less.



As at 31st Mar-15

Particulars

SHARE CAPITAL

Authorised

100,000,000 (2014: 100,000,000)

Equity shares of Rs.10/- each 10,000 10,000

1,000,000 (2014: 1,000,000)

Redeemable preference shares of Rs. 100/- each 1,000 1,000

11,000 11,000

Issued, subscribed and paid up

58,033,711 (2014: 58,033,711)

Equity shares of Rs.10/- each fully paid up 5,803 5,803

2. OTHER NOTES

NOTE 2.1

As at 31st Mar-14

The Company is wholly owned subsidiary of State Bank of India ('SBI') and along with its nominees and shareholders are eligible for

one vote per share held.

There has been no movement in the number of shares outstanding at the beginning of the period and at the end of period,

consequently the reconciliation of the number of the shares outstanding at the beginning and at the end of the reporting period is

not applicable.

As at 31st Mar-15

Particulars

RESERVES AND SURPLUS

Securities premium account 6,347 6,347

General reserve

Balance as per the last financial statements 33,600 30,947

Add : amount transferred from surplus balance in the

statement of profit and loss 3,380 2,653

Closing Balance 36,980 33,600

Surplus/(deficit) in the statement of profit and loss

Balance as per the last financial statements 52,308 46,086

Profit for the year 33,800 26,528

Less : Appropriations/ Adjustments

Interim dividend 24,954 15,089

Dividend distribution tax 4,990 2,564

Transfer to general reserve 3,380 2,653

Adjustment for Depreciation* 37 -

Total appropriations 33,361 20,306

Net surplus in the statement of profit and loss 52,747 52,308

TOTAL RESERVES AND SURPLUS 96,074 92,255

NOTE 2.2

As at 31st Mar-14

* Carrying amount of the Fixed Assets whose remaining useful life was nil as at 01st April 2014 (as per Schedule II of Companies Act,2013)




As at 31st Mar-15

Particulars

Other Long Term Liabilities

Trade payables other than dues to Micro, Medium and

Small Enterprises 22 32

Lease Deposits 46 248

Other Deposits 4 3

72 283

NOTE 2.3

As at 31st Mar-14

NOTE - 2.4

As at 31st Mar-14

PROVISIONS

Provision for employee benefits

Provision for gratuity 226 192 - -

Provision for compensated absences 962 740 109 90

Other provisions

Provision for dividend distribution tax - - 4,989 2,564

1,188 932 5,098 2,654

As at 31st Mar-15

As at 31st Mar-14

As at 31st Mar-15

NOTE - 2.5

Trade Payables

Other trade payables 2,310 2,042

2,310 2,042

As at 31st Mar-14

As at 31st Mar-15

NOTE - 2.6

Other Current Liabilities

Bonus payable 2,900 2,818

Advance received from customers 2 20

TDS payable 237 216

Professional tax payable 1 1

Provident fund payable 52 -

3,192 3,055


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NON-CURRENT INVESTMENTS

Investment Property

(Long term, non trade, at cost unless otherwise stated)

Investment in Immovable Property 7,415 7,415

(Long term, non trade, at cost unless otherwise stated) 7,415 7,415

Investment in Equity Instruments (quoted)

2,40,000 (2014: 2,40,000) shares of Re.1/- each 280 173

fully paid in Indian Hotels Ltd

(At cost less provision other than temporary diminution in

value Rs. 78 (2014: Rs.139))

Nil (2014:1,12,500) shares of Rs.10/- each - 345

fully paid in Hindustan Petroleum Corp. Ltd.


value Rs. Nil (2014: Rs.70))

Sub-total 280 518

Bonds (quoted)

54,876 ( 2014 : 54,876) 8.20% bonds of National Highway Authority 549 549

of India Ltd (Tax free) of Rs. 1,000/- each fully paid

71,197( 2014 : 71,197) bonds of 8.20% Power Finance Corporation 712 712

Ltd (Tax free) of Rs. 1,000/- each fully paid

3,04,510 (2014 : 3,04,510) 8.10% bonds of India Railways Finance 3,045 3,045

Corporation Ltd (Tax free) of Rs. 1,000/- each fully paid

1,00,000 ( 2014 : 1,00,000) bonds of 7.38% Rural Electrification Corporation Ltd 1,000 1,000

(Tax free) of Rs. 1,000/- each fully paid

1,00,000 ( 2014 : 1,00,000) bonds of 7.34 % Indian Railways Finance 1,000 1,000

Corporation Ltd (Tax free) of Rs. 1,000/- each fully paid

1,00,000 (2014 :1,00,000 ) bonds of 8.63% Rural Electrification Corporation Ltd 1,000 1,000

(Tax free) of Rs. 1000/- each fully paid

1,00,000 (2014 :1,00,000 ) bonds of 8.55% India Infrastructure Finance 1,000 1,000

Company Ltd (Tax free) of Rs. 1000/- each fully paid

8,306 8,306

As at 31st Mar-15

Particulars

NOTE - 2.8

As at 31st Mar-14




Debentures (quoted)

54,000 (2014 : Nil), 0% compulsory convertible debentures of Indian Hotels 30 -

of Rs. 55/- each fully paid

Sub-total 30 -

Total quoted investments 8,616 8,824

Investment in Equity Instruments (unquoted)

19,50,000 (2014: 19,50,000) shares of Rs.10/- each 341 341

fully paid in National Stock Exchange of India Ltd

10,32,500 (2014: 10,32,500) shares of Rs.10/- each *- *-

fully paid in SBI Home Finance Ltd


value Rs.103 (2014: Rs.103))

11,00,000 (2014: 11,00,000) shares of Rs.10/- each *- *-

fully paid in OTC Exchange of India


value Rs. 110 (2014: 110))

5,35,768 (2014: 5,35,768) shares of Rs.10/- each - -

fully paid in Investor Services of India Ltd

(company under liquidation)

10,00,000 (2014: 10,00,000) shares of Rs.39.63/- each *- *-

fully paid in ONGC Mittal Energy Ltd


value Rs.396 (2014:396 ))

Sub-total 341 341

Investment in Equity Instruments - Associates (unquoted)

6,81,818 (2014: 6,81,818) shares of FV Rs. 100/- each 750 750

fully paid in SBI DFHI Ltd (formerly SBI Gilts Ltd)

(Percentage holding in the Company is 3.12%)

60,00,000 (2014: 60,00,000) shares of Rs. 10/- each 601 601

fully paid in SBI Pension Funds Pvt. Ltd

(Percentage holding in the Company is 20% (2014 : 20%))

Sub-total 1,351 1,351

As at31st Mar-15

Particulars As at

31st Mar-14




Investment in Equity Instruments - wholly owned subsidiaries (unquoted)

9,68,75,000 (2014: 8,12,50,000) shares of Rs. 10/- each 12,500 10,000

fully paid in SBICAP Securities Ltd

2,00,000 (2014: 2,00,000) shares of GBP 1 (Rs.85.93) each 172 172

fully paid in SBICAP UK Ltd

10,00,000 (2014: 10,00,000) shares of Rs. 10/- each 5 5

fully paid in SBICAP Trustee Co. Ltd

41,62,000 (2014: 41,62,000) shares of Rs. 10/- each 416 416

fully paid in SBICAP Ventures Ltd

1,30,00,000 (2014: 50,00,000) shares of SGD 1 (Rs. 47.11) each 6,178 2,355

fully paid in SBICAP Singapore Ltd

Sub-total 19,271 12,948

Investment in Mutual Funds (unquoted)

35,39,410 (2014: 35,39,410) units of Rs. 10/- each 850 642

fully paid FT India Balance Fund Dividend Payout


value Rs. 269 (2014:Rs.358))

1,00,00,000 (2014: 1,00,00,000) units of Rs. 10/- each 939 816

fully paid SBI PSU Fund Growth


value Rs. 40 (2014: 184))

Sub-total 1,789 1,458

Total unquoted investments 22,752 16,098

Total investments 38,783 32,337

Aggregate of quoted investments:

(i) Cost 8,647 9,033

(ii) Market Value 9,930 8,937

(iii) Book Value 8,616 8,824

Aggregate of unquoted investments:

(i) Cost 23,572 17,250

(ii) Book Value 22,752 16,098

Aggregrate of provision for diminution in value of investments 852 1,361

* Fully provided for.

As at31st Mar-15

Particulars As at 31st Mar-14




LOANS AND ADVANCES

(Unsecured and considered good unless

otherwise stated)

Security Deposits 516 415 18 36

Loans and advances to related parties - - 17 38

Advances recoverable in cash or in kind

or for value to be received

Considered good 130 130 58 20

Considered doubtful - - - -

130 130 58 20

Less: Provision for doubtful advances - - - -

130 130 58 20

Share Application Money - - -

Other loans and advances

Advance tax and tax deducted at source 3,150 5,770 - -

[net of provision for income-tax

Rs 112,207 (2014: Rs.95,465)]

Advance tax FBT [net of provision for - - - -

FBT Rs 184 (2014: Rs.184)]

Advance interest tax [net of provision for 152 152 - -

interest tax Rs 139(2014: Rs 139)]

Prepaid expenses 134 3 85 88

Loans to employees - 1 51 71

Advance for expenses - - 23 1

Balances with statutory/government 36 36 289 124

authorities

Total 4,118 6,507 541 378

NOTE - 2.9

As at 31st Mar-14

As at 31st Mar-15

As at 31st Mar-14

As at 31st Mar-15


Non-current Current



Trade Receivables

Unsecured, considered good unless stated

otherwise

Debts outstanding for a period 19 19 3,410 2,994

exceeding six months from the date

they are due for payment

Other debts - - 26,952 19,908

19 19 30,362 22,902

Considered doubtful

Debts outstanding for a period 121 121 3,455 4,606

exceeding six months from the date

they are due for payment

Other debts - - - -

121 121 3,455 4,606

Less: Provision for doubtful debts 121 121 3,455 4,606

- -

Total 19 19 30,362 22,902

NOTE - 2.10

As at 31st Mar-14

As at 31st Mar-15

As at 31st Mar-14

As at 31st Mar-15

Other Assets

Unsecured, considered good unless

stated otherwise

Non-current Bank Balances 3,200 - - -

Others

Interest accrued on fixed deposits - - 76 152

Interest accrued on investments - - 251 224

Interest accrued - Downselling - - 924 886

3,200 - 1,251 1,262

NOTE - 2.11

As at 31st Mar-14

As at 31st Mar-15

As at 31st Mar-14

As at 31st Mar-15


Non-current Current

Non-current Current



STOCK-IN-TRADE

Stock in trade for Downselling (quoted)

250 (2014:250) 10.38% Jindal Saw Ltd. 9 yrs series-1 Debentures of FV Rs.10,00,000 each 2,500 2,500

(At cost less provision for temporary diminution in value Rs. Nil (2014: Nil))

250 (2014:250) 10.38% Jindal Saw Ltd. 9 yrs series-2 Debentures of FV Rs.10,00,000c each 2,500 2,500

(At cost less provision for temporary diminution in value Rs. Nil (2014: Nil))

1000 (2014:1000) 9.5% Business Broadcast News Pvt Ltd bonds FV Rs.10,00,000/- each 10,000 9,988

(At cost less provision for temporary diminution in value Rs.Nil (2014: 12))

250 (2014:Nil) 8.20% Power Grid Corporation of India bonds FV Rs.10,00,000/- each 2,487 -

(At cost less provision for temporary diminution in value Rs.13 (2014: Nil))

Sub Total 17,487 14,988

Total quoted stock-in-trade 17,487 14,988

Investment in Equity Instruments (unquoted)

15,400 (2014: 15,400) shares of Rs.10/- each fully *- *-

paid in Cremica Agro Foods Ltd

(At cost less provision for Rs. 3 (2014: 3))

Sub-total - -

Preference Shares (unquoted)

1,40,000 (2014: 1,40,000) 0.0001% shares of Rs.10/- each fully *- *-

paid in Pasupati Fabrics Ltd

(At cost less provision Rs. 14 (2014: 14))

Sub Total - -

Mutual Funds (unquoted)

2,50,00,000 (2014: 2,50,00,000) Units of HDFC FMP 372 D 14 Feb 2014 Series 29 2,500 2,500

Regular Growth

2,00,00,000 (2014: 2,00,00,000) Units of SBI Debt Fund Series A -14 380 days - 2,000 2,000

Direct- Growth

1,00,00,000 (2014: Nil) Units of HDFC FMP 370 D June 2014 Series 31 Regular Growth 1,000 -

1,00,00,000 (2014: Nil) Units of Religare Invesco FMP Series 23 Plan N 367 Days 1,000

1,69,147 (2014: Nil) Units of SBI Magnum Insta Cash - Liquid Floater 4,000

As at 31st Mar-15

Particulars

NOTE - 2.12

As at 31st Mar-14




66,12,751 (2014: Nil) Units of SBI Magnum Gilt Fund Long Term 2,000

42,149 (2014: Nil) Units of SBI Premier Liquid Fund 925

Nil (2014: 2,04,04,024) Units of HDFC Cash Management Savings Plan - 2,170

Nil (2014 :87,39,137) Units of SBI Magnum Fund long Term Plan - 1,001

Nil (2014: 2,89,654) Units of SBI Premier Liquid Fund Daily Dividend Reinvestment - 2,906

Nil (2014: 2,68,067) Units of Religare Invesco Liquid Fund Daily Dividend Reinvestment - 2,684

Nil (2014: 2,62,290) Units of Reliance Liquidity Fund Daily Dividend Reinvestment - 2,624

Sub-total 13,425 15,885

Total unquoted stock-in-trade 13,425 15,885

Total stock-in-trade 30,912 30,873

Aggregate of quoted stock-in-trade:

(i) Cost 17,500 15,000

(ii) Market/realisable value 17,687 15,030

(iii) Book Value 17,487 14,988

Aggregate of unquoted stock-in-trade:

(i) Cost 13,442 15,912

(ii) Book Value 13,425 15,885

Aggregrate provision for diminution in value of investments 17 38

* Fully provided for.

As at 31st Mar-15

Particulars As at

31st Mar-14




CASH AND BANK BALANCES

Cash and cash equivalents

On Current Accounts - - 407 1,603

Cheques / drafts on hand - - 61 131

Cash on hand - -

Other Bank Balances

Deposits with original maturity of more 3,200 - -

than twelve months

Deposits with original maturity of more - - 23 7,130

than three months but less than

twelve months

Margin money deposit - - 29 34

Less : Amount disclosed under non-current (3,200) - - -

assets

- - 520 8,898

Note :

Deposit accounts amounting to Rs.29 (2014 : Rs.34) are with scheduled banks towards the cash margin for various guarantees

issued by banks on behalf of the Company.

NOTE - 2.13

As at 31st Mar-14

As at 31st Mar-15

As at 31st Mar-14

As at 31st Mar-15


Non-current Current




Particulars

REVENUE FROM OPERATIONS

Merchant Banking and Advisory Fees

Issue management 786 954

Underwriting commission 388 238

Arranger's fees 1,503 1,413

Advisory fees 57,473 50,595

Sub-total 60,150 53,200

Other Operations (Income from Securities)

Interest Income 2,325 2,626

Profit/(loss) on sale of investments (net) 120 39

Trading profits/(loss) on stock-in-trade (net) 886 (309)

Dividend

- From Subsidiary Companies 13 13

- Others 2,392 2,293

Sub-total 5,735 4,662

65,885 57,862

NOTE - 2.14






Particulars

OTHER INCOME

Profit on sale of fixed assets (net) 3 -

Rental income - 51

Bad debts recovered 153 5

Foreign exchange fluctuation (net) 128 59

Interest on deposit with Banks 511 843

Others 23 53

Write-back of provision on:

Investments 439 -

Stock-in-trade 22 -

Contribution to Gratuity - 90

Doubtful debts 4,349 460

5,628 1,561

NOTE - 2.15




Notes to Financial Statements for the Year ended 31st March 2015 (Contd.)


Particulars

EMPLOYEE BENEFIT EXPENSES

Salaries, wages and bonus 8,560 8,154

Contribution to provident and pension funds 295 265

Contribution to Gratuity 102 79

Contribution to Superannuation 213 303

Compensated Absences 249 124

Staff welfare 194 188

9,613 9,113

NOTE - 2.16



Particulars

OTHER EXPENSES

Legal and professional fees 369 370

Conveyance and travelling 836 940

Rent 758 816

Rates and taxes 42 65

Royalty 676 531

Bad debts written off 2,680 1,417

Postage, telephone and telex 171 162

Advertisement 108 98

Printing and stationery 75 86

Electricity 149 140

Repairs and maintenance:

Building 108 71

Others 124 130

Insurance 140 115

Directors' sitting fees 11 6

Loss on sale of fixed assets (net) - 3

Office Maintenance 75 73

Training Charges 426 185

Membership and Subscription 282 312

Filing Fees and other Charges (Issues) 4 285

Contribution towards CSR 152 -

Miscellaneous expenses 247 236

7,433 6,040

NOTE - 2.18




Notes To Financial Statements st For The Year Ended 31 March 2015 (Contd.)


Particulars

PROVISIONS (Expense)

Provision for:

Diminution in value of investments - 571

Fall in value of stock-in-trade 13 22

Doubtful debts 3,198 4,524

3,211 5,117

NOTE - 2.19



Particulars

Earnings per equity share (EPS)

I Basic and diluted EPS (Rs.) 58.24 45.71

II Nominal value per share (Rs.) 10 10

NOTE - 2.20


EPS has been calculated based on the net profit after taxation of Rs.33,800 (2014: Rs.26,528) and the weighted average number of

equity shares outstanding during the year of 5,803 (2014: 5,803).

Basic and diluted EPS has been computed by dividing net profit after tax by weighted average number of equity shares outstanding

during the year. There are no dilutive potential equity shares outstanding during the year.

As at 31st Mar-15

Particulars

Tax Assets/(Liabilities) due to temporary timing difference in respect of:

Deferred tax assets

Depreciation on fixed assets 121 88

Provision on Gratuity 77 65

Provision on compensated leave 364 282

Provision for doubtful debts 1,215 1,607

Carry forward of Losses 730 714

Deferred tax assets 2,507 2,756

Less : Opening Deferred Tax Asset 2,756 1,298

Deferred tax credit / (expense) for the year (249) 1,458

NOTE - 2.21

Deferred taxes

As at 31st Mar-14

As at 31st Mar-15

Particulars

(I) Claims against the Company not acknowledged as debts 443 435

(ii) Guarantees issued 29 34

(iii) Capital Commitments 938 25

(iv) Underwriting Commitments 8,640 42,500

NOTE - 2.22

Contingent Liabilities And Commitments

As at 31st Mar-14





Particulars

Salary and bonus 27 38

Contribution to provident and pension funds 5 5

Perquisites - -

32 43

NOTE - 2.24


NOTE - 2.23

Based on the legal advice and favourable legal decisions by various authorities, no provision has been made in respect of income tax

demands aggregating to Rs.6721 (2014: Rs.7,210) in excess of provision held. These demands have been contested by the

Company at various appellate authorities.

SUPPLEMENTARY PROFIT AND LOSS DATA

(a) Managerial remuneration

(i) The Managing Director & Chief Executive Officer is on secondment from SBI and their remuneration, which is in

accordance with the service rules of SBI, has been charged in the books of accounts.

(ii) Remuneration to Managing Director & CEO

As the future liability for Gratuity and Compensated leave absences is provided on actuarial basis for the Company as a whole, the

amount pertaining to the directors is not ascertainable and therefore not included above.

There is no commission payable to any director of the Company. Consequently, the computation of profits as required under

Section 349 of the Companies Act, 1956 has not been included.

(b) Payments to auditors (excluding service tax) (included in Legal and professional fees)

As auditors 12 12

For tax audit 1 1

For other matters 6 5

For out-of-pocket expenses 1 1

20 19

(c) Expenditure in foreign currency

Travel and other expenses 314 460

(d) Earnings in foreign currency

Advisory fees from overseas clients and reimbursement

of expenses 7,051 5,297




NOTE - 2.25

RELATED PARTIES

The following is the list of parties related due to control criteria as per AS-18, Related Party Disclosure:


State Bank of India Holding Company

The following is the list of parties related due to significant influence criteria as per AS-18 with whom the transactions

have taken place during the year:


State Bank of Bikaner & Jaipur Fellow Subsidiary

State Bank of Hyderabad Fellow Subsidiary

State Bank of Mysore Fellow Subsidiary

State Bank of Patiala Fellow Subsidiary

State Bank of Travancore Fellow Subsidiary

SBI DFHI Limited Fellow Subsidiary

SBI Funds Management Pvt. Limited Fellow Subsidiary

SBI Life Insurance Company Limited Fellow Subsidiary

SBI Pension Funds Pvt. Ltd Fellow Subsidiary

SBI General Insurance Co Ltd Fellow Subsidiary

SBI Mauritius Ltd Fellow Subsidiary

SBI Home Finance Limited Associate of SBI

SBICAP Securities Limited Subsidiary

SBICAP Ventures Limited Subsidiary

SBICAP Trustee Company Limited Subsidiary

SBICAP (UK) Limited Subsidiary

SBICAP Singapore Ltd Subsidiary

Shri V.G.Kannan, Managing Director & Chief Executive Officer upto 17th July 2014 Key Management Personnel

Shri Rajnish Kumar, Managing Director & Chief Executive Officer from 17th July 2014 Key Management Personnel

Shri P Karthikeyan, Senior Vice President & Chief Financial Officer Key Management Personnel

Shri Nilesh Shah, Company Secretary Key Management Personnel




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Mar-

14

(Ru

pees

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ss o

therw

ise s

tate

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2015

Current service cost 67 76

Interest cost on benefit obligation 58 53

Expected return on plan assets (30) (24)

Net actuarial (gain) / loss recognised in the year 6 (117)

Past service cost - -

Net benefit expense 100 (13)

Actual return on plan assets 34 32

2014

NOTE - 2.27

Gratuity and other post-employment benefit plans: (AS 15 120(b))

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on

departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company

in the form of a qualifying insurance policy.

The following tables summarise the components of net benefit expense recognised in the profit and loss account and the funded

status and amounts recognised in the balance sheet for the respective plans.

Profit and Loss account

Net employee benefit expense (recognised in Employee Cost)

[AS15 Revised ( c) (i) to (x)]

Gratuity

2015

Defined benefit obligation 698 593

Fair value of plan assets (472) (401)

Less: Unrecognised past service cost - -

Plan asset / (liability) (226) (191)

2014

Gratuity

Balance sheet Details of Provision for gratuity

Changes in the present value of the defined benefit obligation are as follows:

[AS15 Revised 120(e) (i) to (viii)]

2015

Opening defined benefit obligation 593 593

Interest cost 58 53

Current service cost 67 76

Benefits paid (28) (20)

Actuarial (gains) / losses on obligation 9 (109)

Past Service Cost - -

Closing defined benefit obligation 698 593

2014

Gratuity




2015

% %

Investments with insurer 100 100

2014

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:

[AS15 Revised Para (h)]

Gratuity

The principal assumptions used in determining gratuity for the Company’s plans are shown below:

{AS15 Revised 120 (l) (i) to (v)}

2015

% %

Discount rate 9.10 9.10

Expected rate of return on assets 8.00 7.50

Employee turnover

Age (Years) 21-44 8% 8%

Age (Years) 45-57 3% 3%

Healthcare cost increase rate N.A. N.A.

2014

Gratuity

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and

other relevant factors, such as supply and demand in the employment market.

Amounts for the current and previous period are as follows: [AS15 Revised 120(n)]

2015

Defined benefit obligation 698 593

Plan assets 472 401

Surplus / (deficit) (226) (191)

Experience adjustments on plan liabilities (57) (32)

Experience adjustments on plan assets 3 8

2014

Gratuity


Changes in the fair value of plan assets are as follows :

2015

Opening fair value of plan assets 401 312

Expected return 30 24

Contributions by employer 65 78

Benefits paid (28) (20)

Actuarial gains / (losses) 3 8

Closing fair value of plan assets 472 401

2014

Gratuity

The Company expects to contribute Rs.100 (2013-14: Rs. 60) to gratuity in 2015-16.



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NOTE - 2.29

Based on information available with the Company, there are no suppliers who are registered as micro, small or medium enterprise

under "The Micro, Small and Medium Enterprise Development Act, 2006" as at March 31, 2015.

NOTE - 2.30

The Company has cheques in hand aggregating Rs. 61 (2014: Rs. 131), which have been included in the respective bank accounts.

NOTE - 2.31

Office premises obtained on operating lease are cancellable and no restrictions are imposed by the lease agreement, hence no

disclosure is required. Lease rent paid during the year is disclosed in Note 2.18 to the Financial Statements.

NOTE - 2.32

Company has purchased a property for the purpose of giving it on lease to its wholly owned subsidiary. The same is shown as Long

term Investments as defined in Para 3 of Accounting Standard 13 issued by Institute of Chartered Accountants of India and notified

by Companies Act, 2013. Hence depreciation on Investment Property is not charged to Statement of Profit & Loss Account.

NOTE - 2.33

Company has received from liquidator of Investor Services of India Limited an amount of Rs. 54 lacs representing full cost of

investment in Financial Year 2013-14 and Rs. 9 lacs in Financial Year 2014-15 representing surplus money distributed to

shareholders. The same is recognized as dividend income for the year.

NOTE - 2.34

Prior Year Comparatives

The financial statements for the year have been presented as per the Schedule III. The figures of the previous year have been

regrouped/reclassified as appropriate, to correspond with those of the current year.

NOTE - 2.35

Consolidation of Accounts

The consolidated financial statements for the year have not been prepared in terms of exemption given by amendment made in Rule

6 of Companies (Accounts) Rules 2014 vide notification dated 16th January 2015 issued by Ministry of Corporate Affairs.

As per our report of even date

For SHAH & TAPARIA For and on behalf of Board of Directors

Firm Registration No. 109463W


Narrotamlal Shah Arundhati Bhattacharya Rajnish Kumar

Partner Chairman Managing Director & CEO

Membership No. 106355

Mumbai P. Karthikeyan Nilesh Shah

April 29, 2015 Senior Vice President & CFO Company Secretary



Form AOC - 1

(Pursuant To First Proviso To Sub-section (3) Of Section 129 Read With Rule 5 Of Companies (Accounts)

Rules, 2014)

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Notes


CONTACT US

Corporate Office:

Mumbai +91 (22) 2217 8300 +91 (22) 2218 8332 [email protected]

Regional Offices

New Delhi +91 (11) 2348 5200 +91 (11) 2341 8773 [email protected]

Kolkata +91 (33) 2288 6601/02/05 +91 (33) 2288 6608 [email protected]

Chennai +91 (44) 2821 3801/02/03 +91 (44) 2825 6244 [email protected]

Hyderabad +91 (40) 2332 1604/ 2349 0200 +91 (40)2331 6800 [email protected]

Ahmedabad +91 (79) 2656 0122/2426 +91 (79) 2656 5718 [email protected]

Branch Offices:

Guwahati +91 (361) 223 7511 +91 (361) 223 7512 [email protected]

Pune +91 9823390300/9765984732 +91-(20)-2561 8003 [email protected]

[email protected]

Subsidiaries:

SBICAP Securities Ltd. +91 22 42273300/01 +91 22 42273331 [email protected]

SBICAP Trustee Co. Ltd. +91 022-43025555 +91 022-22040465 [email protected]

SBICAP (UK) Ltd. +44 (20) 79290011 +44 (20) 79293529 [email protected]

SBICAP (Singapore) Ltd. +65 6709 8651 +65 6709 8655 [email protected]

Location Telephone Fax Email

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