Ill =e[uriEies LtdBudhi Prakash Toshniwal Pramila Maheshwari F.R. Bhote Stakeholder’s Relationship...

Ill =e[uriEies LtdREGD, OFF : 214, F3AGHAVA RATNA TOWERS, CHIRAG All LANE, ABIDS, HYDERABAD -500 001,

j. PHONE NO OFF : 040-23202465, 23203155, FAX . (040) 23203028E.mail : advisors@cilsecurities com

CIN No -L 67120TG1989PLC010188

CILSEC/SEcflLODR/2018 Date 11.10.2018

ToBBOMBAYSTOcl{EXCHAl\lGELIMITED,

FLOOR 25, pHiROzE iEEiEEBHOv rowERs,DALAL STR EET,

MUMBAI-400001.

Dear Sir"adam,

Sub: Submission Of Annual Reoort Under Ref!ulation 34 Of SEBl lListing ObliEations andDisclosure Reauirementsl Regulations 2015-Reg

Ref: Our Stock Code: 530829

Pursuant to regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015, we hereby submit the Annual Report of our Company for the FinancialYear 2017-18 .

Thanking You,

Yours Truly,

:€K}4M:a:#wC`:u:i;]istwLim:edManaging DirectorDIN: 00223241

Encl: A/a

visit us at : www.cilsecurities.com

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CIL SECURITIES LIMITED(CIN : L67120TG1989PLC010188)

ANNUAL REPORT2017-18

CIL SECURITIES LIMITED

1

Company InformationBoard of DirectorsK K MaheshwariPiyush ModiA K InaniPramila MaheshwariF R BhoteBudhi Prakash Toshniwal

Independent Directors CommitteeBudhi Prakash ToshniwalF.R. Bhote

Risk Management CommitteeK K MaheshwariA K InaniPiyush ModiPramila Maheshwari

Audit CommitteeBudhi Prakash ToshniwalPramila MaheshwariF.R. Bhote

Stakeholder’s Relationship CommitteePramila MaheshwariF.R. BhoteBudhi Prakash Toshniwal

Nomination & Remuneration CommitteeF.R. BhoteBudhi Prakash ToshniwalPramila Maheshwari

AuditorsM/s Sridhar Jhawar & AssociatesChartered Accountants4-4-296/297,1st Floor, Room no 13,Mithila Complex, Bank Street, Koti,Hyderabad - 500195

Company SecretaryGovind Toshniwal

SolicitorsK Balakrishna & AssociatesNo.1-1-336/140,ChikkadpallyHyderabad- 500 020

Thomas Joseph LLoydH.No: 3-5-879/2/1,Old M.L.A.Qtrs., Hyderabad - 500029

Principal BankersKotak Mahindra BankHDFC Bank

Registered Office214, Raghava Ratna TowersChirag Ali Lane, AbidsHyderabad- 500 001website:www.cilsecurities.come-mail:[email protected] No.:040-23203155

Corporate Office130-132, Room No. 20,II Floor, Great Western BuildingOpp. Lions Gate, Fort,Mumbai-400023

Registrar & Share Transfers In House214, Raghava Ratna TowersChirag Ali Lane, Abids ,Hyderabad- 500 001E-mail: [email protected] No.: 040-23203155Fax: 040-23203028

Chairman and Managing DirectorExecutive DirectorDirector - Finance / CFONon Executive DirectorIndependent DirectorIndependent Director


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Notice is hereby given that the Twenty NinthAnnual General Meeting of the Members of CILSecurities Limited will be held on Saturday, the29TH Day of September 2018 at 608, RaghavaRatna Towers, North Block, Chirag Ali Lane, Abids,Hyderabad - 500 001 at 11:00 A.M. to transact thefollowing businesses:

Ordinary Business:

1) To receive, consider and adopt the AuditedBalance Sheet as at March 31, 2018, theStatement of Profit & Loss of the Company forthe year ended on that date together with theReports of the Board of Directors and Auditorsthereon.

2) To declare Dividend on the Equity Shares of theCompany for the Financial Year ended March 31,2018.

3) To appoint a Director in place of Smt PramilaMaheshwari, who retires by rotation at this AnnualGeneral Meeting and being eligible, offers herselffor reappointment.

4) To appoint a Director in place of Shri A K inani,who retires by rotation at this Annual GeneralMeeting, and being eligible, offers himself forreappointment.

5) To Consider and if thought fit, to pass with orwithout modification, the following resolution asan Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section139 and 142 and other applicable provisions, ifany, of the Companies Act, 2013, read with theCompanies (Audit and Auditor) Rules, 2014(including any statutory modifications or re-enactment thereof, for the time being in force)the appointment of M/s Sridhar Jhawar andAssociates be and is hereby ratified as theStatutory Auditors of the Company until theconclusion of next Annual General Meeting to beheld for the FY 2019-20 with remuneration asmay be decided by the Board of Directors of theCompany.

"RESOLVED FURTHER THAT the Board ofDirectors of the Company be and are herebyseverally authorized to do all acts and take allsuch steps as may be necessary, proper andexpedient to give effect to this resolution."

Special Business:

6) To Consider and if thought fit, to pass with orwithout modification, the following resolution asan Special Resolution:

"RESOLVED THAT pursuant to the provisions ofSections 196,197 and other applicableprovisions, if any, of the Companies Act, 2013,read with Schedule V of said Act , including anystatutory modification and re-enactment thereoffor the time being in force, approval of themembers of the Company be and is herebyaccorded to the reappointment of Sri A K Inani asWhole Time Director and CFO designated asExecutive Director of the Company for a furtherperiod of 5 years from 3rd November,2017 to 2ndNovember,2022 on the terms and conditionsincluding remuneration and perquisites as setout in the Agreement dated 12th August, 2017entered into between the Company and Sri A KInani (a copy of which is placed before themeeting) with liberty to the Board of Directors toalter and vary the terms and conditions in thesaid agreement as the Board of Directors mayconsider necessary within the overall limits asspecified in Schedule V of the Companies Act,2013 for the time being in force or any statutorymodification or re-enactment thereof and/or anyrules or regulations framed there under."

RESOLVED FURTHER THAT the Board of Directorsof the Company be and is hereby authorized todo all such acts deeds and things and to executeall such documents, instruments and writingsas may be required to give effect to the aforesaidresolution."

7) To Consider and if thought fit, to pass with orwithout modification, the following resolution asa Special Resolution:

NOTICE


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Registered office By Order of the Board of Directors of214, Raghava Ratna Towers CIL SECURITIES LIMITEDChirag Ali lane, AbidsHyderabad-500 001

Place: Hyderabad K K MaheshwariDate: 22.05.2018 Chairman & Managing Director

DIN: 00223241

"RESOLVED THAT pursuant to the provisions ofSections 196,197 and other applicableprovisions, if any, of the Companies Act, 2013,read with Schedule V of said Act , including anystatutory modification and re-enactment thereoffor the time being in force, approval of theMembers be and is hereby accorded to thereappointment of Sri Piyush Modi as Whole TimeDirector designated as Executive Director of theCompany for a further period of 5 years w.e.f. 1stApril, 2018 to 31st March, 2023 on the terms andconditions including remuneration andperquisites as set out in the Agreement dated10th February, 2018 entered into between theCompany and Sri Piyush Modi (a copy of which is

placed before the meeting) with liberty to theBoard of Directors to alter and vary the terms andconditions in the said agreement as the Boardof Directors may consider necessary within theoverall limits as specified in Schedule XIII of theCompanies Act, 2013 for the time being in forceor any statutory modification or re-enactmentthereof and/or any rules or regulations framedthere under."

RESOLVED FURTHER THAT the Board of Directorsof the Company be and is hereby authorized todo all such acts deeds and things and to executeall such documents, instruments and writingsas may be required to give effect to the aforesaidresolution."


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NOTES:

1. A Member entitled to attend and vote at the Annual GeneralMeeting (the meeting) is entitled to appoint a proxy toattend and vote on a poll instead of himself and theproxy need not be a Member of the Company. Theinstrument appointing the proxy should, however, bedeposited at the Registered Office of the Company notless than 48 hours before the commencement of theMeeting.

2. Corporate Members intending to send their authorizedrepresentatives to attend the Meeting are requested tosend a certified true copy of the Board resolutionauthorizing their representative to attend and vote ontheir behalf at the Meeting.

3. Members are requested to bring their Attendance Slipalong with their copy of Annual Report to the Meeting.

4. Members who hold shares in Dematerialized form arerequested to write their DP ID and Client ID and thosewho hold shares in Physical Form are requested to writetheir Folio Number in the attendance slip for attending theMeeting.

5. In case of joint holders attending the Meeting, only suchjoint holder who is higher in the order of names will beentitled to vote.

6. Relevant documents referred to in the accompanyingNotice are open for inspection by the members at theRegistered Office of the Company on all working daysexcept Saturdays and Sundays, between 11.00 AM and1.00 PM up to the date of the Meeting.

7. Brief resume of all Directors including those proposed tobe re-appointed, nature of their expertise in specificfunctional areas, No of Companies in which they holdDirectorships and Memberships / Chairmanships of BoardCommittees, Shareholding and Relationships betweendirectors inter-se stipulated thereto.

8. In terms provisions of Companies Act 2013, the amountof dividend remaining unpaid or unclaimed for a period ofseven years from the date of transfer to the unpaiddividend account is required to be transferred to theInvestor Education and Protection Fund. Accordingly, theCompany would be transferring the Final Dividend for theyear ended 31st March 2011. Shareholders are requestedto ensure that they claim the dividends referred to above,before it is transferred to the said fund.

9. The Shareholders are expected to send their queries onAnnual Report to the Company Secretary, at least 7 daysbefore the date of meeting, so that the requisiteinformation/explanations can be provided in time.

10. (a) The Company has already notified the record datei.e 22nd September, 2018 for determining thenames of Member eligible for Dividend on Equityshares.

(b) The dividend on Equity shares, if declared at theMeeting, will be paid on or after 29th Day ofSeptember 2018 to those members whose namesshall appear on the Company's Register of Memberson 22nd September, 2018 ; in respect of sharesheld in Dematerialized form, the dividend will be paidto members whose name are furnished by theNational Securities Depository Limited and CentralDepository Services (India) Limited as beneficialowners on date.

11. (a) In order to provide protection against fraudulentencashment of Dividend Warrants, members whohold shares in physical form are requested tointimate Share Transfer Department of the Company,under the signature of the Sole/First Joint holder,the following information to be incorporated onDividend Warrants:

(i) Name of the Sole/First Joint Holder and the FolioNumber:

(ii) Particulars of the Bank Accounts, viz:

Name of the Bank;

Name of the Branch;

Complete Address of the Bank with Pin CodeNumber;

Account Type

Whether Savings Account (SA) or CurrentAccount (CA);

Bank Account Number and MICR code/RTGS/NEFT Code

(b) Members who wish to change such Bank Accountdetails are, requested to advise their DepositoryParticipants about such change with complete detailsof the Bank Account.

(c) To avoid loss of Dividend Warrants in transit and


5

undue delay in respect of Dividend Warrants, theCompany has provided a facility to the members forremittance of dividend warrant through the ElectronicClearing System (ECS). The ECS facility is availableat locations identified by Reserve Bank of India fromtime to time and covers most of the cities and towns.Members holding shares in physical form anddesirous of availing this facility are requested tocontact Share Transfer Department of the Company.

12. Pursuant to Section 101 and Section 136 of theCompanies Act, 2013 read with relevant Rules madethere under, Companies can serve Annual Reports andother communications through electronic mode to thoseMembers who have registered their e-mail address eitherwith the Company or with the Depository. Memberswho have not registered their e-mail addresses so farare requested to register their e- mail address so thatthey can receive the Annual Report and othercommunication from the Company electronically. Membersholding shares in demat form are requested to registertheir e-mail address with their Depository Participant(s)only. Members of the Company, who have registeredtheir e-mail address, are entitled to receive suchcommunication in physical form upon request.

13. The Annual Report of the Company circulated to theMembers of the Company, will be made available on theCompany's website at www.cilsecurities.com and alsoon website of the Stock Exchange where the EquityShares of the Company are traded.

14. The Notice of AGM, Annual Report and Attendance Slipare being sent in electronic mode to Members whose e-mail IDs are registered with the Company or theDepository Participant(s) unless the Members haveregistered their request for a hard copy of the same.Physical copy of the Notice of AGM, Annual Report andAttendance Slip are being sent to those Members whohave not registered their e-mail IDs with the Company orDepository Participant(s). Members who have receivedthe Notice of AGM, Annual Report and Attendance Slip inelectronic mode are requested to print the AttendanceSlip and submit a duly filled in Attendance Slip at theregistration counter to attend the AGM.

15. As an austerity measure, copies of the Annual Reportwill not be distributed at the Annual General Meeting.Members are requested to bring their copy of AnnualReport to the Meeting.

16. Voting through electronic means:

i. According to Section 108 of Companies Act, 2013,read with Rule 20 of Companies (Management andAdministration) Rules, 2014 e-voting is mandatoryfor all listed companies or companies havingShareholders not less than one thousand.

ii. In compliance with provisions of Section 108 of thecompanies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014, theCompany is pleased to provide members the facilityto exercise their right to vote at the Annual GeneralMeeting (AGM) by electronic means and the businessmay be transacted through e-voting servicesprovided by Central Depository Services Limited(CDSL):

iii. A member may exercise his vote at any generalmeeting by electronic means and company may passany resolution by electronic voting system inaccordance with Rule 20 of the Companies(Management and Administration) Rules, 2014.

iv. During the e-voting period, members of the Company,holding shares either in physical form ordematerialized form, as on the fixed or record date,may cast their vote electronically.

v. The e-Voting shall remain open for 3 days from 9.00AM of 26th Day of September, 2018 to 5.00 PM of28th September, 2018

vi. The Board of Directors at their meeting haveappointed Mr. Thomas Joseph Lloyd, PracticingAdvocate as the scrutinizer for e-voting to unblockthe votes in favour or against, if any, and to reportforthwith to the Chairman. The scrutinizer will beresponsible to conduct e-voting in a fair andtransparent manner.

vii. Vote once cast by the member cannot be changed/altered.

18. The instructions for e-voting are as under:

(A) In case of members receiving e-mail:

i) If you are holding shares in Demat form and had loggedon to www.evotingindia.com and casted your vote earlierfor EVSN of any Company, then your existing login idand password are to be used.


6

ii) Log on to the e-voting website www.evotingindia.com.

iii) Click on "Shareholders" tab to cast your votes.

iv) Now, select the Electronic Voting Sequence Number -"EVSN" along with "COMPANY NAME" from the drop downmenu and click on "SUBMIT"

v) Now, fill up the following details in the appropriate boxes:

For Members For Membersholding shares holding sharesin Demat Form in Physical Form

User ID For NSDL: 8 Folio Number registeredCharacter DP ID with the Companyfollowed by 8Digits Client IDFor CDSL: 16 DigitsBeneficiary ID

PAN* Enter your 10 digit alpha-numeric *PAN issued byIncome Tax Department (Applicable for both dematshareholders as well as physical shareholders)

h Members who have not updated their PAN withthe Company/Depository Participant arerequested to use the first two letters of theirname and the 8 digits of the sequence numberin the PAN field.

h In case the sequence number is less than 8digits enter the applicable number of 0's beforethe number after the first two characters ofthe name in CAPITAL letters. Eg. If your name isRamesh Kumar with sequence number 1 thenenter RA00000001 in the PAN field. PAN /Sequence Number is available on bottomside of the Sticker

DOB# Enter the Date of Birth as recorded in your DematAccount or in the company records for the saidDemat Account or Folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in Bank your Demat account or in the company records Details# for the said Demat Account or Folio.

vi ) After entering these details appropriately, click on"SUBMIT" tab.

vii) Members holding shares in physical form will then reachdirectly the EVSN selection screen. However, membersholding shares in demat form will now reach 'PasswordCreation' menu wherein they are required to mandatorilyenter their login password in the new password field.The new password has to be minimum eight charactersconsisting of at least one upper case (A-Z), one lowercase (a-z), one numeric value (0-9) and a special

character(@ # $ %& *). Kindly note that this passwordis to be also used by the demat holders for voting forresolutions of any other company on which they areeligible to vote, provided that company opts for e-votingthrough CDSL platform. It is strongly recommended notto share your password with any other person and takeutmost care to keep your password confidential. Kindlynote that this changed password is to be also used bythe Demat holders for voting for resolutions for theCompany or any other Company on which they are eligibleto vote, provided that Company opts for e-voting throughCDSL platform.

viii) Click on the relevant EVSN on which you choose to vote.

ix) On the voting page, you will see Resolution Descriptionand against the same the option "YES/NO" for voting.Select the option YES or NO as desired. The option YESimplies that you assent to the Resolution and option NOimplies that you dissent to the Resolution.

x) Click on the "Resolutions File Link" if you wish to viewthe entire Resolutions.

xi) After selecting the resolution you have decided to voteon, click on "SUBMIT". A confirmation box will bedisplayed. If you wish to confirm your vote, click on"OK", else to change your vote, click on "CANCEL" andaccordingly modify your vote.

xii) Once you "CONFIRM" your vote on the resolution, youwill not be allowed to modify your vote.

(II) In case of members receiving the physical copyof Notice of AGM [for members whose e-mail IDsare not registered with the company/ depositoryparticipant(s) or requesting physical copy]:

(B) Please follow all steps from sl. no. (ii) to sl. no. (xii)above, to cast vote.

(C) Institutional shareholders (i.e. other than individuals, HUF,NRI etc.) are required to log on to https:/www.evotingindia.co.in and register themselves, linktheir account which they wish to vote on and then casttheir vote. They should upload a scanned copy of theBoard Resolution in PDF format in the system for thescrutinizer to verify the vote.

(D) The Remote voting period begins at 9.00 AM of 26th Dayof September, 2018 to 5.00 PM of 28th September, 2018.During this period shareholders' of the Company, holdingshares either in physical form or in dematerialized form,as on the cut-off date 22nd September, 2018 may casttheir vote electronically. The e-voting module shall bedisabled by CDSL for voting thereafter. Once the vote ona resolution is cast by the shareholder, the shareholdershall not be allowed to change it subsequently.


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(E) In case you have any queries or issues regardinge-voting, you may refer the Frequently Asked Questions("FAQs") and e-voting manual available atwww.evotingindia.com under help section or write anemail to [email protected].

19. Members who hold shares in physical form in multiplefolios in identical names or joint holding in the same orderof names are requested to send the Share Certificatesto the Share Transfer Department of the Company forconsolidation into a single folio.

20. Non-Resident Indian Members are requested to informthe Share Transfer Department of the Company of:

(a) Change in Residential Status on return to India forpermanent settlement.

(b) Particulars of their Bank Account maintained in Indiawith complete name, branch, account type, accountnumber and address of the Bank with the Pin Codenumber.

21. Members desirous of any information on the accountsare requested to write to the Company at least a weekbefore the meeting so as to enable the Management tokeep the information ready and replies will be providedonly at the meeting.

22. Duplicate attendance slip shall not be issued at the AnnualGeneral Meeting Venue. However the same shall beissued at the Registered Office of the Company uptotwo days preceding the day of AGM.

23. The voting rights of shareholders shall be in proportionto their shares of the paid up Equity Share Capital of theCompany as on the cut-off date of 22nd September,2018.

24. Any person, who acquires shares of the Company andbecomes member of the Company after dispatch of thenotice and holding shares as of the cut-off date i.e.22nd Sep, 2018 may obtain the login ID and passwordby sending an email to [email protected] [email protected] by mentioning their FolioNo./DP ID and Client ID No. However, if you are alreadyregistered with CDSL for remote e-voting then you canuse your existing user ID and password for casting yourvote. If you forget your password, you can reset yourpassword by using "Forget User Details/Password"option available on https://www.evotingindia.com

25. A member may participate in the meeting even afterexercising his right to vote through remote e-voting butshall not be allowed to vote again at the meeting.

26 A person, whose name is recorded in the register ofmembers or in the register of beneficial ownersmaintained by the depositories as on cut-off date only

shall be entitled to avail the facility of remote e-voting orvoting at the meeting through ballot papers.

27. Shri Thomas Joseph Lloyd, Practicing Advocate hasbeen appointed as the Scrutiniser to scrutinise the e-voting process in a fair and transparent manner.

28. The Scrutinizer shall, immediately after the conclusion ofvoting at general meeting, count the votes cast at themeeting, thereafter unblock the votes cast throughremote e-voting in the presence of at least two witnessesnot in the employment of the Company. Scrutinizer shallwithin 3 days of conclusion of the meeting submit aconsolidated scrutinizer report of the total votes cast infavour or against, if any, to the Chairman or a personauthorized by him in writing.

29. The results along with the Scrutinizers Report shall beplaced on the website of the Company and on thewebsite of CDSL and shall be communicated to BSELimited.

By Order of the Board of Directors ofCIL SECURITIES LIMITED

KK MaheshwariChairman & Managing DirectorDIN: 00223241

Registered office214, Raghava Ratna TowersChirag Ali lane, AbidsHyderabad-500 001

Place : HyderabadDate : 22.05.2018


8

Details as required under Companies Act, 2013 andSEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and ExplanatoryStatement:

ITEM 6

Shri A.K. Inani is a Commerce Graduate and is having morethan 31 years of experience in Finance, Taxation, Accountsand other related financial arena. He is associated with theCompany since November, 1995. Sri A.K. Inani does not holdany shares in the Company.

He is an Executive Director of the company and designatedas Director-Finance & CFO

He holds the Directorship in Canara Securities Limited:

The Board commends passing of the Special Resolution setout at item no. 6 of the Notice.

None of the Directors or Key Managerial Personnel of theCompany or their relatives are, in any way, concerned orinterested financially or otherwise, in the resolution set out atitem no. 6 of the Notice

ITEM 7

Shri Piyush Modi is a graduate in Commerce and is havingmore than 21 years of experience in financial services andCapital Market Operations. Shri Piyush Modi holds 500 EquityShares of the Company representing 0.01 percent of thepaid up share capital as on 31st March, 2018.

He is the Executive Director of the Company.

He holds the Directorships in the following Companies:

� Om Crushed India Private Limited

� Jhansi Plastics Private Limited

� KRP Concretes Private Limited.

� Piyush Stock Broking Services Private Limited

The Board commends passing of the Special Resolution setout at item no. 7 of the Notice.

None of the Directors or Key Managerial Personnel of theCompany or their relatives are, in any way, concerned orinterested financially or otherwise, in the resolution set out atitem no. 7 of the Notice


K K MaheshwariChairman & Managing DirectorDIN: 00223241

Registered office214, Raghava Ratna TowersChirag Ali lane, AbidsHyderabad-500 001



9

Directors’ Report

Dear Members,

Your Directors present the 29th Annual Report and the AuditedAccounts for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS

The Financial performance of the Company for the FinancialYear ended 31st March, 2018 is summarized below:

(Rs. in Lakhs)

Particulars Year Ended Year Ended 31.03.2018 31.03.2017Total Revenue 675.96 934.69Profit before Interest,Depreciation & Tax 165.55 506.93Profit before Depreciation and 165.55 506.56Tax Depreciation 13.75 15.51Profit Before Tax 151.80 491.05Extraordinary Income --- (433.87)Less: Provision for Tax (Net) 33.29 10.24Profit After Tax 118.51 46.94Add: Balance Brought Forwardfrom the last year 1183.95 1171.96Profit available for Appropriation 1302.46 1218.90

The Company's Profit after Tax is Rs. 118.51 Lacs (PreviousYear Rs. 46.94 Lacs). The Board recommends transfer of asum of Rs. 11.86 (Previous Year Rs. 4.85 Lacs) to GeneralReserve.

DIVIDENDYour Directors are pleased to recommend the payment ofDividend on Equity Shares @ Rs. 0.50 per share for theFinancial Year ending 31-03-2018.

MARKETS' REVIEWDuring the FY under review the Markets remained largelyvibrant for the better part of the year but came off sharply inthe last leg of the FY & settled in palpably vulnerable terrains.For a start, in April the Markets were in absolutely buoyantcondition, with the post-Demon resurgence gaining momentumat an accelerating pace & things seemed absolutely hunkydory well into the second Quarter.

However, the onset of August witnessed the creeping in of acorrective phase & seemed to threaten stopping the juggernautin its strides. What ensued was a swift, shallow correctionin the broader markets but riding the power of raging inflowsfrom Domestic sources & MF inflows, the markets quickly re-grouped & hit the express-way with a renewed vigour &within a matter of weeks, by mid-September it was on a rollonce again.

This phase from September all the way till January end

witnessed a powerful rally across the board, with theepicentre lying in the Mid & Small Cap space of the markets.Valuations zoomed at a break-neck pace with virtuallyhundreds of Stocks zooming 100%+ in a span of under fourmonths. All this was happening in the back-ground of severalconcerns but the markets kept climbing the walls of worries& scale greater heights. The Mid & Small Cap Indicesthemselves zoomed 30-40% during this phase of four months& wealth creation in Portfolios was happening at the pace ofknots!

The onset of February was heralded with the presentationof the Union Budget upfront on the 1st day of month. By thistime the markets were beginning to look nervous & broadersections of the market were already showing signs of jittersbut somehow the head-line Indices were managed to flyhigh. The announcement of LTCG Tax on Equities & MFs,though NOT un-anticipated, triggered the fear syndrome intothe open & the markets simply tumbled under its own weight.Coinciding with this the DMs, particularly the US & HANGSENG jolted nastily worsening the situation on D-Street. Withina matter of days the Bull Markets' back was brokencomprehensively as things just went from bad to worse,with every small attempted pull-back being smacked into. Bythe time the FY came to a halt the markets were left in a lurch,staring down the barrel!

MARKET OUTLOOKThe onset of the new FY surprised the markets pleasantly asApril turned out to be exceptionally good. What started off aspossibly just a relief rally moved forward with a fresh vigour& the Mid-Space of the markets were buzzing again, resultingin more than a handful of Stocks from this space attainingfresh 52 week Highs, even Life-Time Highs in some cases.

However, this particular phase seen in April turned out to bea bane as it may have given a greater fillip to the complacencyfactor among the players. Co-Incidentally, what transpiredright at the start of a new month (May 1st being a holiday)was the launch of a terribly destructive wave, piercingthrough the heart of the markets, this time relentlessly overthe next 8-10 weeks, demolishing Portfolios & Psychesbeyond recognition. As things stand now, the markets stillgasping & far from reconciled to the realities. In simple words,the situation is quite fluid now & it needs a well thought outstrategy to be put in place to counter the situation inforeseeable future.

DRIVING FACTORS While we have reviewed the markets'path over the period under review, there's a compelling needto have a close look at the several key factors that havebeen playing out behind these extra-ordinary moves. In thefirst phase while it was sheer momentum backed by strongLiquidity inflows & the comfort of a stable Government seento be moving ahead with purpose, the last laps were exactlyon the opposite end of spectrum. Too many negative vibes,emanating from various directions converged upon the D-


10

Street environs pushed the markets into deep despair.

The introduction of LTCG was seen as a trigger for marketsto shift gears but a whole host of other head-winds weremuch more powerful. The Scams in PSU Banking space shookthe markets quite nastily & the fleeing of fugitives negatedmuch of the premium that was accorded to CentralGovernance. Macro issues started to disintegrate too. Inflationstarted spiking up & not only dashed hopes of Repo Ratecuts but actually led to a start of an ascending trend. 10-YearBond Yields spiked for the 1st time in several years past 8%(briefly) Crude Oil prices more than doubled over the past 24months & are still rising. US Economy & the Interest Ratesregime there, on the other hand, is on a spiral resulting in FIIInflows to EMs not just dwindling but turning into an exodusmode. Thus, in a nutshell, the best phase of two year tractionhas paved the way for what can be seen as extremelychallenging times, in the foreseeable future, for the marketplayers & all the intermediaries associated with it.

SHARE CAPITALDuring the Financial Year 2017-18, the Share Capital of theCompany has remained unchanged

EXTRACT OF ANNUAL RETURNThe details forming part of the extract of the Annual Return,in format MGT -9, for the Financial Year 2017-18 has beenenclosed with this report.

NUMBER OF BOARD MEETINGSFive Board Meetings were held during the Financial Year2017-18 which are as follows:

27.05.2017, 12.08.2017, 09.11.2017, 10.02.2018 and03.03.2018.

PARTICULARS OF LOAN, GUARANTEES ANDINVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered underthe provisions of section 186 of the Companies Act, 2013 aregiven in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNELIn accordance with the provisions of Section 152 of theCompanies Act, 2013 Smt Pramila Maheshwari and Shri A KInani, retires by rotation at the ensuing Annual General Meetingand being eligible offer themselves for reappointment.

POLICY ON DIRECTORS APPOINTMENT ANDREMUNERATION

(including criteria for determining qualification, positiveattributes, independence of a director, policy relating toremuneration for Directors, Key Managerial Personnel andother employees)

Policy on Directors AppointmentPolicy on Directors appointment is to follow the criteria as laiddown under the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015and good corporate practices. Emphasis is given to personsfrom diverse fields or professions.

Policy on RemunerationGuiding Policy on remuneration of Directors, Key ManagerialPersonnel and employees of the Company is that -

i Remuneration to Key Managerial Personnel, SeniorExecutives, Managers and staff is industry driven inwhich it is operating taking into account the performanceleverage and factors such as to attract and retain qualitytalent.

i For Directors, it is based on the shareholders resolutions,provisions of the Companies Act, 2013 and Rules framedtherein, circulars and guidelines issued by CentralGovernment and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWNPERFORMANCE, ITS COMMITTEES AND INDIVIDUALDIRECTORS

The Board of Directors of the Company has initiated and putin place evaluation of its own performance, its committeesand individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of theCompany.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENTDIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013,Independent Directors of the Company have made adeclaration confirming the compliance of the conditions ofthe Independence stipulated in the aforesaid section

REMUNERATION RATIO OF THE DIRECTOS / KEYMANAGERIAL PERSONNEL

The information required pursuant to Section 197 read withrule 5 of the Companies (Appointment and Remuneration)Rules, 2014 and Companies (Particulars of Employees) Rules1975, in respect of employees of the Company and Directorsis furnished hereunder:


11

A) Ratio of remuneration of each Director to the median remuneration of all the employees of your Companyfor the Financial Year 2017-18 as follows:

S.No Name Remuneration Paid in the Ratio / Times per MedianFY 2017-18 in Rs. of employee remuneration

1 Shri Krishna Kumar Maheshwari 14,38,190/- 5.00

2 Shri Piyush Modi 6,00,000/- 2.08

3 Shri Ashok Kumar Inani 12,42,843/- 4.32

The aforesaid details are calculated on the basis of remuneration for the Fiinancial Year 2017-18.Median remuneration of the Company for all its employees is Rs 2,87,429/- for the Financial Year 2017-18.

B. Details of percentage increase in the remuneration of each Director and CFO and Company Secretary in theFinancial Year 2017-18 are as follows:

Name Designation Remuneration in Rs. Increase %

2017-18 2016-17

Shri Krishna Kumar Maheshwari Managing Director 14,38,190/- 14,31,579/- 0.46%

Shri Piyush Modi Whole Time Director 6,00,000/- 6,00,000/- 0.00%

Shri Ashok Kumar Inani Director Finance/ CFO 12,42,843/- 11,70,975/- 6.13%

Shri Govind Toshniwal Company Secretary 5,94,902/- 5,45,856/- 8.95%

The remuneration to Directors is within the overall limits approved by the shareholders.

C. Percentage increase in the median remuneration of all employees in the financial year 2017-18:

Particulars 2017-18 2016-17 Increase / (decrease)%

Median remuneration of allemployees per annum Rs.2,87,429/- Rs.3,04,501/- (5.93)

D. Number of permanent employees on the rolls of the Company as on 31st March, 2018 are 29 and as on 31stMarch, 2017 are 34.

E.Comparison of average percentage increase in salary of employees other than the key managerial personneland the percentage increase in the key managerial remuneration:

Amount in Lacs

Particulars 2017-18 2016-17 Increase /(Decrease)%

Average Salary of all the Employees(Other than KMP) 3,12,532/- 2,99,668/- 4.29%

Salary of Key Managerial PersonnelManaging Director 14,38,190/- 14,31,579/- 0.46%

Whole Time Director 6,00,000/- 6,00,000/- 0.00%

Director Finance / CFO 12,42,843/- 11,70,975/- 6.13%

Company Secretary 5,94,902/- 5,45,856/- 8.95%


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The increase in remunerations of employees other than themanagerial personnel is in line with increase in remunerationof managerial personnel

F. There are no employees of the Company whoreceive remuneration in excess of the highest paidDirector of the Company.G. Affirmation:Pursuant to Rule 5(1)(xii) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, it isaffirmed that the remuneration paid to the Directors, KeyManagerial Personnel and Senior Management is as per theRemuneration Policy of the Company.

AUDITOR'S REPORT

The observations made in the Auditor's Report, read togetherwith the relevant notes thereon are self explanatory andhence, do not call for any comments.

STATUTORY AUDITORS

M/s. Sridhar Jhawar & Associates, Statutory Auditors of theCompany hold office until the conclusion of 33rd AnnualGeneral Meeting.The Appointment of M/s Sridhar Jhawar and Associates,Chartered Accountants be ratified as the Statutory Auditorsof the Company. M/s Sridhar Jhawar and Associates willhold office for a term of five consecutive years ending on33rd Annual General Meeting to be held in the FY 2021-22.

INTERNAL AUDIT

Raju and Prasad, Chartered Accountants, Hyderabad are theInternal Auditors of the Company.

SECRETARIAL AUDIT

According to the provisions of section 204 of the CompaniesAct, 2013 read with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, theSecretarial Audit Report submitted by Company Secretary inPractice is enclosed as a part of this report

WHISTLE BLOWER / VIGIL MECHANISM POLICY

In pursuance to the provisions of section 177 of the CompaniesAct, 2013 and SEBI(LODR) Regulations 2015, a VigilMechanism for Directors and Employees to report genuineconcerns has been established. The Policy has been uploadedon the website of the Company.

RELATED PARTY TRANSACTIONS

Related Party transactions that were entered during theFinancial Year were on an Arm's Length Basis and were inthe Ordinary Course of Business. There were no materiallysignificant related party transactions with the Company's

Promoters, Directors, Management and their relative, whichcould have had a potential conflict with the interests of theCompany. Transactions with related parties entered by theCompany in the normal course of business are periodicallyplaced before the Audit Committee for its omnibus approval.

The Board of Directors of the Company has, on therecommendation of the Audit Committee, adopted a policy toregulate transactions between the Company and its RelatedParties, in compliance with the applicable provisions of theCompanies Act, 2013 and rules thereunder and the SEBI(LODR) Regulations, 2015. This policy was considered andapproved by the Board and has been uploaded on the websiteof the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,GUARANTEES GIVEN, AND SECURITIES PROVIDED

The Company has not given loans, guarantee or providedsecurities. However, particulars of investments made isprovided in Notes to Financial Statements in Note no. 9.

LISTING ARRANGEMENTS

The Company's shares are listed on BSE LIMITED.

The Company has paid up to date annual listing fee of theStock Exchange

PUBLIC DEPOSITS

During the year under review the Company has not acceptedany public deposits.

INTERNAL COMPLAINTS COMMITTEE

The Company has formed Internal Complaints Committee asper the provision of Sexual Harassment Act (The SexualHarassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013, wherein it mandates for everyworkplace and every employer in charge of a work placewith more than 10 workers to constitute an Internal ComplaintsCommittee as prescribed under the Act, for receivingcomplaints of sexual harassment.

The Company has not received any complaints

DETAILS OF ADEQUACY OF INTERNAL FINANCIALCONTROLS:

Your Company has well established procedures for internalcontrol across its various locations, commensurate with itssize and operations. The organization is adequately staffedwith qualified and experienced personnel for implementingand monitoring the internal control environment. The internalaudit function is adequately resourced commensurate withthe operations of the Company and reports to the AuditCommittee of the Board.


13

INSURANCE

Adequate Insurance cover has been taken for properties ofthe Company including Buildings, Computers, OfficeEquipments, Vehicles, etc.

STATUTORY INFORMATION

Particulars of Conservation of Energy, Technology Absorptionand Foreign Exchange Earnings and Outgo, Information underSection 134(3)(m) of the Companies Act, 2013.

The Company is not required to furnish information in Form Aunder the head 'Conservation of Energy' under Companies(Disclosure of Particulars in the Report of Board of Directors)Rules, 1988.The Company uses electric energy for its equipments suchas air conditioners, computer terminals, lighting and utilities inthe work premises. All possible measures have been takenfor economic consumption and to conserve the same.Technologically updated UPS Systems have also been installedfor proper service support.During the year under review, the Company does not haveany Foreign Exchange earnings /outgo.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the yearunder review, as stipulated under Regulation 34 of SEBI(LODR) Regulations 2015 is presented in a separate sectionforming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause(c) of sub-section (3) of Section 134 of the Companies Act,2013, shall state that-

(a) in the preparation of the annual accounts, the applicableaccounting standards had been followed along withproper explanation relating to material departures;

(b) the directors had selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the companyat the end of the financial year and of the profit of thecompany for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of this Act forsafeguarding the assets of the company and for

preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on agoing concern basis; and

(e) the directors, had laid down internal financial controls tobe followed by the company and that such internal financialcontrols are adequate and were operating effectively.

(f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operatingeffectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standardsof Corporate Governance even though the same is notapplicable to the Company.

DEPOSITORY SYSTEM

The Company's shares are available for trading in depositorysystems of both the National Securities Depository Limited(NSDL) and the Central Depository Services India Limited(CDSL).

As on 18th May, 2018, a total of 48,98,060 Equity shares ofthe Company, which forms 97.96% of the Share Capital ofthe Company, stands dematerialized.

DEVELOPMENT AND IMPLEMENTAION OF RISKMANAGEMENT POLICY

The Company has been addressing various risks impactingthe Company and the policy of the Company on riskmanagement is provided in this report in ManagementDiscussions and Analysis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record itsappreciation for the extended co-operation and assistancerendered to the Company and acknowledge with gratitudethe continued support and cooperation extended by theinvestors, clients, business associates and bankers. Theregulatory authorities have also put Indian Capital market onpar with other international Markets. Your Directors alsoacknowledge the full fledged cooperation and dedicatedefforts put in by the employees across all levels in theorganization and place on record its appreciation for theservices rendered.


Registered office

214, Raghava Ratna Towers K K Maheshwari A K InaniChirag Ali lane, Abids Chairman & Managing Director Director Finance/CFOHyderabad-500 001 DIN: 00223241 DIN: 00223069



14

Report on Corporate Governance

Corporate Governance is based on the principles of Integrity,Fairness, Equity, Transparency, Accountability andCommitment to Values. Good governance practice stem fromthe culture and mindset of the organization. As stakeholdersacross the globe evince keen interest in the practices andperformance of companies, Corporate Governance hasemerged on the center stage.

Keeping in view the CIL's Corporate Traditions, it endeavorsto implement the best Corporate Governance practices byadhering to the well-defined Policy framework.

The Company continuously reviews its policies and practicesof Corporate Governance with a clear goal even though theprovisions of Corporate Governance are not applicable to it.

The Company recognizes that Good Corporate Governanceis a continuing exercise and reiterates its commitment to pursuethe highest standards of Corporate Governance in the overallinterest of all the stakeholders.

The Company's Governance framework is based on thefollowing main principles:

� Constitution of a Board of Directors of appropriatecomposition, size and commitment to discharge itsresponsibilities and duties.

� Ensuring timely flow of information to the Board and itsCommittees to enable them to discharge their functionseffectively.

� Independent verification and safeguarding integrity ofthe Company's financial reporting

� A sound system of risk management and internal control.

� Timely and balanced disclosure of material informationconcerning the Company to its stakeholders.

� Transparency and accountability.

� Compliance with the applicable laws and regulations.

� Fair and equitable treatment of its employees, customers,shareholders, investors and other stakeholders.

In accordance with SEBI (LODR) Regulation, 2015 andsome of the best practices followed internationallyon Corporate Governance, a report containing thedetails of governance systems and processes at

CIL SECURITIES LIMITED is as under:

1. Company's Philosophy on Code of Governance:

The Company's philosophy on Corporate Governanceenvisages attainment of the highest levels of transparency,accountability and equity in all facets of its operations, and inall interactions with its stakeholders including shareholders,employees, lenders, Government and society at large.

The Company is committed to achieve and maintain the highestinternational standards of Corporate Governance. TheCompany believes that all its actions must serve the underlyinggoal of enhancing shareholder value over a sustained periodof time.

2. Board of Directors

Composition of the Board

As on 31st March, 2018, the Board of Directors consists of 6Directors viz., 1 Managing Director, 2 Executive Directors, 3Non-Executive Directors (Out of which 2 are IndependentDirectors).

The routine affairs of the Company are managed by theManaging Director and assisted by the Executive Director ofthe Company. The Board approves reviews and overseesthe functions of the Management to ensure that the long-termobjective of maximizing profits and enhancing stakeholders'value is achieved.

The brief profile of your Company's Board of Directors is asunder:

(I) Shri K.K.Maheshwari is a graduate in Commerce andhas experience in the line of investments activity andhas more than 30 years of experience. He is the PromoterDirector of the Company and has been associated withCompany's development and diversification plans. Hehas experience in Merchant Banking, Registrar & ShareTransfer Agents, Stock Broking Activity and otherdiversified financial activities. Shri K.K.Maheshwari holds1072700 Equity shares of the Company representing21.45 percent of the paid up share capital as on 31stMarch, 2018

He is the Chairman and Managing Director of theCompany.

(ii) Shri Piyush Modi is a graduate in Commerce and ishaving more than 21 years of experience infinancial services and Capital Market Operations. Shri


15

Piyush Modi holds 500 Equity shares of the Companyrepresenting 0.01percent of the paid up share capital ason 31st March, 2018.

He is the Executive Director of the Company.

(iii) Smt Pramila Maheshwariis a graduate in Commerceand has experience in Capital Market operations of morethan 26 years. She is the Promoter Director of theCompany. She is also the Chairperson of theShareholders'/Investor Grievance Committee of theCompany. Smt Pramila Maheshwari holds 768500 Equityshares representing 15.37 percent of the paid up sharecapital as on 31st March, 2018.

She is a Non-Executive and Non-independent Directorof the Company.

(iv) Shri A.K. Inani is a Commerce Graduate and is havingmore than 31 years of experience in Finance,Taxation, Accounts and other related financial arena. Heis associated with the Company since November, 1995.Shri A.K. Inani does not hold any shares in the Company.

He is an Executive Director of the company anddesignated as Director-Finance & CFO.

(v) Shri F.R . Bhote is a Science Graduate(Engineering) inElectronics & Communications andholds a MasterDegree in Computer Science from I.I.T. He has got variedexperience of more than 33 years in making Softwarefor Capital Market. Shri F.R Bhote does not hold anyshares in the Company.

He is an Independent and Non-Executive Director of theCompany

(vi) Shri Budhi Praksh Toshniwal has experience of over38 years in running industries. He is a Promoterand Whole Time Director of "TOSHNIWAL GRANITESPVT LTD" a 100% E.O.U. which exports granite directlyand indirectly to over 20 countries across the world.

He is an Independent & Non-Executive Director of theCompany.

3. Board Meetings, its Committee Meetings andProcedures.

(a) Institutionalized decision making process

With a view to institutionalize corporate affairs and setup systems and procedures for advance planning for

matters requiring discussions/decisions by the Board,the Company has defined Guidelines for the meeting ofthe Board and the Committee thereof. These Guidelinesseek to systematize the decision-making process at themeeting of the Board/Committees in an informed andefficient manner.

(b) Scheduling and selection of Agenda Items forBoard Meetings

(i) Minimum four Board Meetings are held every year, whichare prescheduled. Apart from the above, additionalBoard Meetings are convened by giving appropriate noticeto address the specific needs of the Company. In caseof business exigencies or urgency of matters,resolutions are passed by circulation.

(ii) All departments of the Company are encouraged to plantheir functions well in advance, particularly withregard to matters requiring discussion/approval/ decisionat the Board / Committee meetings.

(iii) The Information placed before the Board includes:

� Business plans, capital budgets and any updates.� Quarterly results of the Company.� Minutes of the Meetings of the Audit Committee and

other Committees of the Board, and also resolutionpassed by circulation.

� The information on recruitment and the remunerationof senior officers.

� Materially important show cause, demand, prosecutionand penalty notices.

� Delegation of administrative powers/authority to themanagement.

� The information on financial obligation and disciplinaryaction.

� Any issue, which involves possible public liabilityclaims of substantial nature, including any judgmentor order / strictures passed on the conduct of theCompany or any adverse view etc.

� Enterprise that may have negative implications on theCompany

� Significant employee's problems and their proposedsolutions. Any significant development in HumanResources.

� Compliance of regulatory, statutory or listingrequirements and shareholders services.

� Major Accounting provisions.

� Quarterly summary of all long term borrowings made,bank guarantees issued and investments made.

� Status of the business risk exposures, its managementand its related action plans.


16

4. Attendance of Directors of Board Meetings and number of other Directorship(s) and Chairmanship(s)/Membership(s) of Committees of each Director in various companies :

Shri K.K.Maheshwari 00223241 Executive & Promoter 5 Yes 2 0 0

Shri Piyush Modi 00036680 Executive 5 No 0 0 0

Smt Pramila Maheshwari 00223430 Promoter, Non-Executive &

Non-Independent 5 Yes 1 0 0

Shri A.K. Inani 00223069 Executive 5 Yes 1 0 0

Shri F. R. Bhote 00516590 Non-Executive & Independent 4 No 1 1 0

Shri Budhi Prakash

Toshniwal 00147869 Non-Executive & Independent 5 Yes 1 3 1

PreviousAGM

Name of theDirector

Category

Attendanceat Board

meetingsduring 2017-18

No.ofotherDirect

orship(s)Held as

on31.03.2018*Board

Meetings

No. ofMembership(s)/

Chairmanship(s)ofBoard

Committees ofother Companies**

Member-ship (s)

Chairm-anships

DIN

� Making investments of surplus funds.

� Proposals for investment, mergers and acquisitions.

� Recommendation / declaration of dividend.

� General notices of interest of Directors.

� Terms of reference of Board Committees.

iv) The Chairman of the Board and the Compliance Officer inconsultation with the other concerned team members ofthe senior management, finalize the agenda papers forthe Board Meetings.

(c) Board Material:

In the defined formats Agenda and Notes on Agenda arecirculated to the Directors in advance. All materialinformation is incorporated in the Agenda papers forfacilitating meaningful and focused discussions at themeeting. Where any document to the Agenda, are notattached the same is tabled before the meeting withspecific reference in the Agenda. In special andexceptional circumstances, additional or supplementaryitem(s) on the Agenda are added on permission.

(d) Recording Minutes of proceedings at Board andCommittee Meetings:

Draft minutes are circulated to all the Members of theBoard/Committee for their comments. The final minutesare entered in the Minutes book within 30 days from theconclusion of the meeting.

(e) Post Meeting Follow-up Mechanism:

The Guidelines for the Board and the Committee Meetingsfacilitate in effective postmeeting follow-up, review andreporting process for the decision taken by the Boardand the Committees thereof. Action taken report / appraisalon the decisions and minutes of the previous meeting ofthe Board/Committee is put for noting before the Board/Committee.

(f) Compliance:

The Compliance Officer while preparing the Agenda, Noteson Agenda, Minutes etc. of the Meeting(s), is responsiblefor and is required to ensure adherence to all theapplicable laws and regulations including the CompaniesAct, 2013 and rules thereunder, and the SecretarialStandards recommended by the Institute of CompanySecretaries of India as applicable.


17

* The Directorships held by Directors as mentioned above, do not include Alternate Directorships and Directorships of

Foreign Companies, Section 25 Companies and Private Limited Companies.

** Represents Membership(s) / Chairmanship(s) of only the Audit Committees, Stakeholders Relationship Committees and

Nomination & Remuneration Committees in all public limited companies(excluding CIL Securities Limited)

5. Number of Board Meetings held and the dates on which held:

Total 5(Five) Board Meetings were held during the year. The Company has held at least one Board Meeting in every

quarter and the maximum time gap between any two meetings was not more than 120 days. The details of the Board

Meetings are as under:

Sl.No. Date Board Strength No. of Directors Present

1. 17th Day of May 2017 6 6

2. 12th Day of August, 2017 6 6

3. 9th Day of November, 2017 6 6

4. 10th Day of February, 2018 6 6

5. 3rd Day of March, 2018 6 5

6. Board Committee:

Details of the Committees of the Board and other related information as provided hereunder:

(a) Audit Committee :

The role and powers of the Audit Committee are as per SEBI(LODR) Regulations, 2015. The committee also acts as a linkbetween the Statutory Auditors and the Board of Directors. The Committee meets the Statutory Auditors periodically andreviews the Financial Statements, Annual Financial Statements, Auditors Report thereon and discusses their findingsand suggestions and seeks clarifications thereon. The Committee reviews the management and the Financial Statementsbefore submitting the report to the Board

The Audit Committee comprises of the following Non Executive and Independent Directors:

1. Shri Budhi Prakash Toshniwal (Chairman)

2. Shri F R Bhote

3. Smt. Pramila Maheshwari

The dates on which the Audit Committee Meetings were held and the attendance of the Members at the said Meeting areas under:

Attendance at the Meeting

S.No Dates on whichAudit Committee Shri Budhi Prakash Shri F.R. Bhote Smt PramilaMeeting was held Toshniwal Maheshwari

1 17th Day of May 2017 Attended Attended Attended

2 12th Day of August, 2017 Attended Attended Attended

3 9th Day of November, 2017 Attended Attended Attended

4. 10th Day of February, 2018 Attended Attended Attended


18

The Statutory Auditor and Director-Finance/CFO were

also invited to attend all the Meetings.

(b) Nomination & Remuneration Committee:

The Nomination & Remuneration Committee recommends

the Company policy on all elements of remuneration of all

the Directors i.e Salary, Benefits, Bonus, Stock Options,

Pension, Performance Linked Incentives, service

Contracts, Notice period, and Severance fee.

The Nomination & Remuneration Committee comprises of

the following members:

Shri F R Bhote(Chairman)

Shri Budhi Prakash Toshniwal

Smt Pramila Maheshwari

No Meeting of Nomination & Remuneration Committee

Meetings were held during the said financial Year

Nomination & Remuneration Policy and

Remuneration of Directors

Subject to the recommendation of Remuneration

Committee and approval of the Board and of the Company

in General Meeting and such other approvals as may be

necessary, the Managing /Executive Directors are paid

remuneration as per the Agreements entered into

between them and the Company. The remuneration

structure of the Managing/Executive Directors comprises

of salary, commission, performance incentives,

perquisites and allowances, contribution to Provident

Fund and Gratuity. The details of salary, commission and

perquisites (including contribution to Provident Fund/

Superannuation Fund) paid/payable for the financial year

ended March 31, 2018 to them is as under.

Name& Sri K.K Maheshwari Sri Piyush Modi Sri A.K. InaniDesignation (Managing Director) (Executive Director) (Director -Finance)

Salary 12,99,960/- 6,00,000/- 11,55,344/-

Perquisites 1,38,230/- --- 87,499/-

TOTAL 14,38,190/- 6,00,000/- 12,42,843/--

The Non-Executive Directors do not draw any remuneration from the Company except Sitting Fees of Rs.6500/- plusconveyance expenses per meeting of the Board and Committee. The total amount of sitting fees paid during the yearis Rs. 1,69,000/-.

(c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following members:

1. Smt Pramila Maheshwari (Chairperson)

2. Sri Budhi Prakash Toshniwal

3. Sri F R Bhote

During the year 2017-18, details of complaints received from shareholders/ investors regarding transfer ofshares non-receipt of declared dividends etc. are given below:

Nature of Complaints Number of Complaints Number of Complaintsreceived redressed.

Non-receipt of dividends 1 1

Non-receipt of shares lodged for Transfer NIL NIL

Others NIL NIL

Total NIL NIL

there are no outstanding complaints as on 31st March, 2018.

No. of Shares pending for Transfer-Nil


19

d) Independent Director / Committee:

The Company has received declaration from theindependent Directors confirming that they meet thecriteria of independence as prescribed under section149 of the Companies Act, 2013 and rules made thereunder and SEBI(LODR) Regulations, 2015

The Independent Directors Committee comprises of thefollowing members:

1. Shri Budhi Prakash Toshniwal

2. Shri F R Bhote

(e) Risk Management Committee

The Risk Management Committee comprises of thefollowing members:

1. Shri K.K.Maheshwari

2. Shri Piyush Modi

3. Shri A K Inani

4. Smt. Pramila Maheshwari

(f) Internal Complaints Committee

The Internal Complaints Committee comprises of thefollowing members:

1. Smt Shobha Chowdary - Presiding Officer

2. Shri Rajesh Mayekar - Member

3. Shri M.P. Balakrishna - Member

4. Smt Bhagwati Baldawa - Member (NGO)

(g) Name and Designation of the Compliance Officer

Shri Govind Toshniwal - Company Secretary

7. FAMILIARISATION PROGRAMME

Your Company has put in place a structured inductionand familiarisation programme for all its Directorsincluding the Independent Directors. The Company

through such programme familiarizes not only theIndependent Directors but any new appointee on theBoard, with a brief background of the Company, theirroles, rights, responsibilities in the Company, nature ofthe industry in which the Company operates, businessmodel, operations of the Company, etc. They are alsoinformed of the important policies of the Companyincluding the Code of Conduct for Board Members andSenior Management Personnel and the Code of Conductto Regulate, Monitor and Report Trading by Insiders, etc.

The Managing Director & CEO, CFO & CompanySecretary, business heads and other senior officials ofthe Company make presentations to the Board memberson a periodical basis, briefing them on the operations ofthe Company, strategy, risks, new initiatives, etc.

The familiarization programme for Independent Directorsis uploaded on the website of the Company.

8. INDEPENDENT DIRECTORS' MEETING

In accordance with the provisions of Schedule IV (Codefor Independent Directors) of the Companies Act, 2013 ameeting of the Independent Directors of the Companywas held on 27th Day of May, 2017, without theattendance of Non-Independent Directors and membersof the management.

9. EVALUATION OF BOARD EFFECTIVENESS

In terms of provisions of the Companies Act, 2013 readwith Rules issued there under, the Board of Directorshave evaluated the effectiveness of the Board.Accordingly, the performance evaluation of the Board,each Director and the Committees was carried out forthe Financial Year ended 31st March, 2017. Theevaluation of the Directors was based on various aspectswhich, inter alia, included the level of participation in theBoard Meetings, understanding of their roles andresponsibilities, business of the Company along with theenvironment and effectiveness of their contribution.

Year AGM/ Location Date TimeEGM

2016-17 AGM 608,Raghava Ratna Towers,North Block, Chirag Ali Lane,Nampally, Hyderabad- 500001 28th September, 2017 11.00 A.M.

2015-16 AGM 608, Raghava Ratna Towers,North Block, Chirag Ali Lane,Nampally, Hyderabad- 500001 30th September, 2016 11.00 A.M.

2014-15 AGM 610, Raghava Ratna Towers,North Block, Chirag Ali Lane,Abids, Hyderabad- 500001 15th September, 2015 11.00 A.M.

2014-15 EGM 610, Raghava Ratna Towers,North Block, Chirag Ali Lane,Nampally, Hyderabad- 500001 23rd Day of March, 2015 11.00 AM

The Statutory Auditor and Director-Finance/CFO were also invited to attend all the Meetings.

10. General Body Meetings:Details of the last three Annual General Meetings of the Company are as under:


20

Special Resolution passed in the previous three

AGM’s:-

Year Special Resolution passed

2016-17 No Special Resolution was passed

2015-16 Two Special Resolutions were passed

2014-15 One Special Resolution was passed

Special Resolutions requiring a Postal Ballot

The Company was not required to Pass Special Resolution

requiring postal ballot

Special Resolutions requiring an Extra Ordinary General

Meeting

The Company Passed a Special Resolution altering a clause

in Articles of Association in the FY 2014-15

11) Disclosures:

a) Disclosures on materially, significant related party

transactions: The required disclosures of related party

transactions as per the applicable Accounting Standards

are disclosed in the Notes to the Accounts. There are no

transactions of material nature with the related parties,

which may have potential conflict with the interest of the

Company at large.

b) Details of non-compliance by the Company, penalties,

strictures imposed on the Company by the Stock

Exchange or SEBI or any Statutory Authority, on any

matter related to capital markets, during the last three

years :

The Company has complied with the requirements of

Regulatory Authorities of Capital Markets. Corrective

measures have been taken whenever penalties have been

imposed by Stock Exchanges in routine matters.

c) The Company has always encouraged and supported

ethical business practices in personal and corporate

behavior by its Directors and employees. The Company

has framed a specific Code of Conduct for the members

of the Board of Directors and Senior personnel

Management Personnel of the Company, in addition to

that a special Code of Conduct for dealing in equity shares

and other listed securities of the company is also in

place.

d) Adoption of non-mandatory requirements under

SEBI(LODR) Regulations, 2015 is being reviewed by the

Board from time to time.

12) Means of Communication:

The Un-audited quarterly/half yearly results are announced

within forty five days from the end of the quarter/half year

and the audited annual results within 2 months from the end

of the last quarter as stipulated under the Listing Agreement

with the Stock Exchange/SEBI(LODR)Regulations, 2015. For

the Financial Year 2017-18, the audited annual results have

been announced on 22nd May, 2018. During the Financial

Year 2017-18 Company has declared and filed Un-audited

quarterly results with Stock Exchange. Limited review report

by the auditor was also filed on time. The Company announces

the audited results within the stipulated period of Two months

as required by the SEBI(LODR)Regulations, 2015.

The aforesaid financial results are taken on record by the

Board of Directors in the proforma prescribed by SEBI, and

are communicated to all the Stock Exchanges where the

shares of the Company are listed/traded.

13) General Shareholder Information:

Company Registration Details The Company is registered

in the State of Telangana, India. The Corporate Identity Number

(CIN) allotted to the Company by Ministry of Corporate Affairs

(MCA) is L67120TG1989PLC010188

Annual General Meeting 29th Day of September, 2018 at

11:00AM at 608, Raghava Ratna Towers, North Block, Chirag

Ali Lane, Nampally, Hyderabad 500001


21

Financial Calendar for 2018-19

Financial Year 1st April, 2018 to 31st March 2019

Results for the quarter ending 30th June, 2018(tentative) Before 15th of August ,2018

Results for the Quarter/Half Year Ending 30th September,2018(tentative) Before 15th of November , 2018

Results for the quarter ending 31st December, 2018(tentative) Before 15th of February , 2019

Results for the year ending 31st March, 2019(tentative) Within two months from the end of last quarter asstipulated under SEBI(LODR) Regulations, 2015

Listing of Equity Shares

Name of Stock Exchange Address Stock Code ISIN No.

Phiroze Jeejeebhoy

BSE Limited Towers, Dalal Street, Fort,

Mumbai- 400 001 530829 INE830A01012

Monthly Share Price Movement

Month Open High Low Close No. of No. of Total SpreadPrice Price Price Price Shares Trades Turnover

Rs. High-Low Close-Open

Apr-17 21.80 25.00 19.70 22.00 16060 150 376073 5.30 0.20

May-17 23.95 33.10 18.85 31.25 90461 425 2734664 14.25 7.30

Jun-17 33.75 35.60 28.75 33.00 181992 775 5735022 6.85 -0.75

Jul-17 32.50 49.40 29.20 39.60 205816 894 8093875 20.20 7.10

Aug-17 38.00 45.25 28.00 30.25 61001 425 2061213 17.25 -7.75

Sep-17 30.25 35.85 29.05 34.10 70170 572 2327139 6.80 3.85

Oct-17 34.20 34.80 28.05 32.50 70041 452 2208416 6.750 -1.70

Nov-17 34.75 35.95 29.30 31.55 123877 553 3907914 6.65 -3.20

Dec-17 31.05 36.00 27.30 35.55 90218 534 2919915 8.70 4.50

Jan-18 36.50 43.45 30.15 33.90 86679 696 3190298 13.30 -2.60

Feb-18 34.90 34.90 28.00 30.25 39934 597 1235630 6.90 -4.65

Mar-18 29.50 31.50 25.50 27.15 32127 549 866839 6.00 -2.35

Payment of Listing Fees: Annual Listing Fee for the year 2017-18 (as applicable) has been paid by the Company to the BSE.

(Source: BSE websites)Registrar and Share Transfer Agent

The Company being SEBI Registered Category I Registrar and Share Transfer Agent, its RTA Department carries on the ShareTransfer and related activities in house.


22

SHARE HOLDING PATTERN (as on March 31, 2018)

Sl.No. Category No.of Shares % of shares

1 Promoters' Holding 3749991 75.00

2 Corporate Bodies 56362 1.13

3 Individuals/others 1075700 21.51

4 NRIs 117947 2.36

TOTAL 5000000 100.00%

Dematerialization of Shares and Liquidity

The Company's shares are available for trading in depositorysystems of both the National Securities Depository Limited(NSDL) and the Central Depository Services (India) Limited(CDSL).As on 18th May, 2018 a total of 48,98,060 EquityShares of the Company, which forms 97.96% of the sharecapital of the Company, stands dematerialized.

Address of Correspondence

For any assistance regarding dematerialization of shares,share transfer, transmissions, change of address, non-receipt

of dividend or any other query relating to shares, pleasewrite to

CIL Securities Limited# 214, Raghava Ratna Towers, Chirag Ali Lane, Abids,Hyderabad-500 001.Tel No. 040-23203155, Fax No. 040-23203028

Investor GrievanceAn exclusive e-mail ID, [email protected] forredressal of investor complaints has been created and thesame is available on our website www.cilsecurities.com

Share Transfer System and Other Related Matters

Presently the Share transfers which are received in Physical form are processed and the share certificates are returnedwithin a period of 15 days from the date of the receipt, subject to the documents being valid and complete in all respects. TheCompany obtains from a Company Secretary in practice half-yearly certificate of compliance with the share transfer formalitiesas required under Regulation 40(9) of SEBI(LODR) Regulations, 2015 and files a copy of the Certificate with the StockExchange.

DISTRIBUTION OF SHARE HOLDING CATEGORY WISE (as on March 31, 2018)

1 - 500 1019 78.08 171344 3.43

501 - 1000 145 11.11 124944 2.50

1001 - 2000 70 5.36 107254 2.15

2001 - 3000 25 1.92 64167 1.28

3001 - 4000 7 0.54 25460 0.50

4001 - 5000 8 0.61 37027 0.74

5001 - 10000 9 0.69 61425 1.23

10001 & Above 22 1.69 4408379 88.17

1305 100.00 5000000 100.00

No. of Equity shares

heldNo.of shareholders Percentage of

shareholdersNo.of shares held

Percentage ofshareholding


23

14 ) CEO/CFO Certification:

To

The Board of Director'sCIL Securities Limited

Dear Sirs,

I have reviewed the financial statements and the cash flowstatement of the Company for the financial Year ended 31stMarch 2018 and that to the best of my knowledge and belief;

� These statements do not contain any materially untruestatement or omit any material fact or contain statementsthat might be misleading.

� These statements together present a true and fair viewof the Company's affairs and are in compliance with theexisting accounting standards, applicable laws andregulations.

� There are, to the best of my knowledge and belief, notransactions entered into by the company during theyear which are fraudulent, illegal or violative of theCompany's Code of Conduct.

� I accept responsibility for establishing and maintaininginternal controls for financial reporting and that we haveevaluated the effectiveness of internal control systemsof the company pertaining to financial reporting and Ihave disclosed to the Auditors and the Audit Committee,deficiencies in the design or operation of such internalcontrols, if any, of which I am aware and the steps Ihave taken or purpose to take to rectify these deficiencies.

� I have indicated to the Auditors and the Audit Committee:

o significant changes in internal control over financialreporting during the year

o significant changes in accounting policies during the yearand that the same have been disclosed in the notes tothe financial statements; and

o there are no instances of significant fraud of which wehave become aware and the involvement therein, if any,of management or an employee having a significant rolein the Company's Internal Control System over financialreporting.

Place: Hyderabad A K InaniDate: 22.05.2018 Director-Finacne/CFO

DIN:00223069

Declaration on Compliance of the Company’s Code ofConduct

All members of the Board and Senior Management Personnelof the Company have affirmed due observance of the codeof conduct, framed pursuant to SEBI (LODR) Regulations,2015 in so far as it is applicable to them and there is no non-compliance thereof during the year ended 31st March, 2018.

Place: Hyderabad K.K.MaheshwariDate: 22.05.2018 Managing Director

DIN: 00223241

Management Discussion and Analysis Report

Industry Structure & Developments

The Company is a Corporate Member of the NationalStock Exchange of India Limited (NSE) in the Capital Market,Future & Option and Currency Derivative Segments andthe Bombay Stock Exchange (BSE) in the Capital MarketSegment and the Company is a DP on CDSL and DR onCDSL and NSDL besides Registrars, Transfer Agent anda Merchant Banker.

The Company follows all the rules and regulations of therespective exchange for depository / SEBI.

Opportunities and Threats

The Company being a player in the financial market, theThe Company being a player in the financial market, theperformance of the Company largely depends on theNational and Global Capital Markets. The High volatility inthe market along with higher inflation has intensified thecompetition. Your Company continues to achieve costeffectiveness through the application of technology. Wehave been fashioning our own responses to thesechallenges and we believe that we can turn them intoopportunities, which can unlock growth for us in thefuture.

Opportunities

� Growing Financial Services industry's share of walletfor disposable income.

� Regulatory reforms would aid greater participation by allthe class of investors

� Leverage technology to enable best practices andprocess.

Threats

� Execution Risk

� Slowdown in global liquidity flows


24

(Rs. in Lacs)

SEGMENT GROSS INCOME

31.03.2018 31.03.2017

Securities Dealings & Broking 610.15 882.34

Merchant Banking 7.05 0.00

Registrar & Share Transfer Agent 47.71 36.86

Demat & Depository 10.88 11.14

Consultancy Fee 0.00 1.15

Internal Control System and their adequacy

The Company has a proper and adequate internal controlsystem commensurate with its size and nature of businessto meet the following objectives:-

Providing assurance regarding the effectiveness andefficiency of operations;

Efficient use and safeguarding of resources;

Compliance with policies, procedures and applicable lawsand regulations; and

These systems are IT enabled which facilitate effectivechecks and tight monitoring of all parameters and control oncontinuous basis.

The Audit Committee actively reviews the adequacy andeffectiveness of internal control systems and suggestsimprovements for strengthening them from time to time.

Risk assessment reports received from various departmentsare reviewed periodically and steps are initiated for eliminationwhenever needed.

Human Resource Development

The Company has a group of able and experiencedemployees. The Company believes that the quality of itsemployees is the key to its success in the long run. TheCompany continues to have cordial relations with itsemployees and provides personal development opportunitiesfor all round exposure to them.

� Intense competition from local and global players.

� Unfavourable economic conditions

Macro-economic and industry developments

The Stock Market has been revolutionized by adopting moderntechnology, as the exchanges are now able to reach out tothe far flung centers of the country with an efficient tradingnetwork for the benefit of retail customers. The Capital Marketis most efficient when it discounts all informations in pricingof traded equity stocks. The maturity of the Stock Market hasmade it increasingly less risky through built-in informationsystem made available to the participants over and abovesupervisory oversight. The ongoing efforts for furtherbroadening and deepening of the Stock Market domesticallyand aligning the market with global trading system is not onlyexpanding the customer base but also attracting moreresources for investments.

The Indian broking industry is one of the oldest tradingindustries that have been around even before theestablishment of the BSE in 1875. Despite passing through anumber of changes in the post liberalization period, theindustry has found its way towards sustainable growth.

The financial markets have been classified as cash market,derivatives market, debt market and commodities market. Thesustained growth of the economy in the past couple of yearshas resulted in offering many diversified services related toIPOs, mutual funds, Company research etc. However, the

core trading activity is still the predominant form of business,forming 90% of the trading volume.

The fragmented nature of the industry, coupled withincreasing competition from large players in the retail andinstitutional broking side is likely to exert pressure on brokinghouses, hence the ability to maintain market share, marginsand consequently, return ratios stands as a big questionmark. Moreover, declining market turnover due to dwindlingretail and institutional investor participation, significantcorrection in stock prices, dismal investment banking outlookand a worsening macroeconomic scenario do not bode wellfor brokerage firms.

Challenges, Risk, Concern

The Company faces normal business challenges of marketcompetition in its business and needs to continuously seekattractive growth opportunities. The Company adopts suitablebusiness strategies to counter these challenges.

As a part of the overall risk management strategy, theCompany consistently insures its assets and generallyfollows a conservative financial profile by following prudentbusiness practices.

Segment Wise or Product Wise Performance

The Company carries on Stock Broking which is its coreactivity, besides undertaking other Capital Market activities.The segment wise performance of the Company is as under:


25

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2018Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

REGISTRATION & OTHER DETAILS:

1. CIN L67120TG1989PLC0101882. Registration Date 29/06/19893. Name of the Company CIL Securities Limited4. Category/Sub-category

of the Company Public Listed Company/ Limited by shares5. Address of the Registered 214, Raghava Ratna Towers, Chirag Ali Lane,

office & contact details Abids,hyderabad, Telangana, 500001;Telephone - 040 2320 2465Fax Number - 040 23203028Email Address - [email protected]

6. Whether listed company Yes, Listed in Bombay Stock Exchange7. Name, Address & contact In House, 214, Raghava Ratna Towers, Chirag Ali Lane,

details of the Registrar & Abids,hyderabad, Telangana, 500001Transfer Agent, if any.

III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -NAIV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

S.No. Name and Description of main NIC Code of the % to total turnover of thecompany products / services Product/service Company

1 Security Dealing and Stock Activities 6599 96.64

Category of No. of Shares held at the beginning of No. of Shares held at the end of the %ChangeShareholders the year[As on 01-April-2017] year[As on 31-March-2018] during

the year

Demat Physical Total % of Total Demat Physical Total % of TotalShares Shares

A. Promoter s

(1) Indian

a) Individual/ HUF 3519840 -- 3519840 70.39 3519840 -- 3519840 70.39 --

b) Central Govt -- -- -- -- -- -- -- -- --

c) State Govt(s) -- -- -- -- -- -- -- -- --

d) Bodies Corp. -- -- -- -- -- -- -- -- --

e) Banks / FI -- -- -- -- -- -- -- -- --

f) Any other 230151 -- 230151 4.60 230151 -- 230151 4.60 --

Totalshareholdingof Promoter (A) 3749991 -- 3749991 74.99 3749991 -- 3749991 74.99 --


26

B. PublicShareholding

1. Institutions

a) Mutual Funds -- -- -- -- -- -- -- -- --

b) Banks / FI -- -- -- -- -- -- -- -- --

c) Central Govt -- -- -- -- -- -- -- -- --

d) State Govt(s) -- -- -- -- -- -- -- -- --

e) Venture Capital Funds -- -- -- -- -- -- -- -- --

f) Insurance Companies -- -- -- -- -- -- -- -- --

g) FIIs -- -- -- -- -- -- -- -- --

h) Foreign Venture Capital Funds -- -- -- -- -- -- -- -- --

i) Others (specify) -- -- -- -- -- -- -- -- --

Sub-total(B)(1):- - - - - - - - - -

II. Non-Institutions

a) Bodies Corp.

i) Indian 73812 4900 78712 1.58 56362 --- 56362 1.12 0.46

ii) Overseas -- -- -- -- --

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 297879 130191 428070 8.57 461613 104940 566553 11.34 2.76

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 589280 -- 589280 11.79 505951 -- 505951 10.13 1.67

c) Others (specify)

Non ResidentIndians 152835 -- 152835 3.05 117941 -- 117941 2.36 0.69

Overseas CorporateBodies

Foreign Nationals

Clearing Members 612 -- 612 0.01 2602 -- 2602 0.05 0.04


27

C) Change in Promoters' Shareholding (please specify, if there is no change)

S.No. Shareholder’s Shareholding At Shareholding At The End %Change InName The Beginning Of The Year Shareholding

Of The Year DuringThe Year

No. Of % Of %Of No. Of % Of Total %OfShares Total Shares Shares Shares Of Shares

Shares Pledged / The Pledged/Of The Encumbered Company Encumbered

Company To Total To TotalShares Shares

1 GITA DEVIMAHESHWARI 1198550 23.97 - 1198550 23.97 - 0%

2 KRISHNA KUMARMAHESHWARI 1072700 21.45 - 1072700 21.45 - 0%

3 PRAMILAMAHESHWARI 768500 15.37 - 768500 15.37 - 0%

4 RAMKRISHNAMAHESHWARI[ HUF ] 246100 4.92 - 246100 4.92 - 0%

5 CILCOMMODITIES(P) LTD 125000 2.50 - 125000 2.50 - 0%

6 CIL INDUSTRIESLIMITED 105151 2.10 - 105151 2.10 - 0%

7 VIDHIMAHESHWARI 233990 4.68 - 233990 4.68 - 0%

B) Shareholding of Promoter

Trusts

Foreign Bodies - D R

Directors and theirRelatives 500 -- 500 0.01 600 -- 600 0.01 --

Sub-total (B)(2):- 1114918 135091 1250009 25.01 1145069 104940 1250009 25.01 3.67

Total PublicShareholding(B)=(B)(1)+ (B)(2) 1114918 135091 1250009 25.01 1145069 104940 1250009 25.01 3.67

C. Shares heldby Custodian forGDRs & ADRs -- -- --

Grand Total(A+B+C) 4864909 135091 5000000 100 4895060 104940 50000000 100 --


28

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

S.No Shareholder’s Name Shareholding at the beginning Shareholding at theof the year i.e, 01.04.2017 end of the year i.e. 31.3.2018

No. of shares % of total No. of % of totalshares of the shares shares of thecompany company

1 Vinod Kabra 141900 2.84 141900 2.84

2 Shyama Kankaria 100000 2.00 100000 2.00

3 Neha Kankaria 100000 2.00 100000 2.00

4 Shobha 54132 1.08 10 0.00

5 Benny Mathew 80000 1.60 60000 1.20

6 Ansamma M Benny 66000 1.32 50000 1.00

7 Integrated Financial Services Ltd 50419 1.01 15000 0.30

8 Y Madana Mohana Rao 51197 1.02 51197 1.02

9 Seema Jain 11741 0.23 - -

10 Sharafudheen C P 36345 0.73 - -

11 Sudarshan Bajaj 18698 0.37 18698 0.37

12 Guntupalli Harish 11678 0.23 18622 0.37

13 Snehalatha Singhi 14259 0.29 14259 0.29

14 Sanket Taran 13140 0.26 13140 0.26

15 Siddharth Oberoi - - 50000 1.00

16 IEPF Authority - - 27437 0.54

17 Lalith Saran Sarna - - 19643 0.39

E) Shareholding of Directors and Key Managerial Personnel:

S.No Shareholder’s Name Shareholding at the Shareholding at thebeginning of the year end of the year

No. of shares % of total No. of % of totalshares of the shares shares of thecompany company

1 Krishna Kumar Maheshwari 1072700 21.45% 1072700 21.45%

2 Pramila Maheshwari 768500 15.37% 768500 15.37%

3 Piyush Modi 500 0.01% 500 0.01%

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment. NA


29

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Krishna Piyush A.K.InaniKumar ModiMaheshwari

1 Gross salary

(a) Salary as per provisions containedin section 17(1) of the Income-Tax Act,1961 12,99,960/- 6,00,000/- 11,55,344/- 30,55,304/-

(b) Value of perquisites u/s 17(2) ofIncome-Tax Act, 1961 1,38,230/- --- 87,499/- 2,25,729/-

(c) Profits in lieu of salary undersection 17(3) Income- Tax Act, 1961 --- --- --- ---

2 Stock Option --- --- --- ---

3 Sweat Equity --- --- --- ---

4 Commission

- as % of profit

- others, specify… --- --- --- ---

5 Others, please specify --- --- --- ---

Total (A) 14,38,190/- 6,00,000/- 12,42,843/- 32,81,033/-

Ceiling as per the Act Within Limits

B. Remuneration to other directors (Amount in Rs)

SN. Particulars of Remuneration Name of Directors

Budhi Feroz Pramila TotalPrakash Russi Maheshwari AmountToshniwal Bhote

1 Independent Directors -

Fee for attending board / committee meetings 58,500/- 52,000/- --- 1,10,500/-

Commission --- --- --- ---

Others, please specify(Conveyance reimbursement) 9,000/- 8,000/- --- 17,000/-

Total (1) 67,500/- 60,000/- --- 1,27,500/-

2 Other Non-Executive Directors

Fee for attending board committee meetings --- --- 58,500/- 58,500/-

Commission --- --- --- ---

Others, please specify (conveyance reimbursement) --- --- 9,000/- 9,000/-

Total (2) --- --- 67,500/- 67,500/-

Total (B)=(1+2) 67,500/- 60,000/- 67,500/- 1,95,000

Overall Ceiling as per the Act Within Limits

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in Rs)


30

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

Govind Toshniwal CEO CS CFO Total

1 Gross salary (for a part of a year) - - - -

(a) Salary as per provisions contained insection 17(1) of the Income-Tax Act, 1961 - 5,94,902 - 5,94,902

(b) Value of perquisites u/s 17(2)Income-Tax Act, 1961 - - - -

(c) Profits in lieu of salary under section17(3) Income-Tax Act, 1961 - - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit - - - -

5 Others, please specify - - - -

Total - 5,94,902 - 5,94,902

VI PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NA


31

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointmentand Remuneration Personnel) Rules, 2014]

To,The Members,CIL SECURITIES LIMITED.

We have conducted the secretarial audit of the complianceof applicable statutory provisions and the adherence to goodcorporate practices by CIL Securities Limited (hereinaftercalled the company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluatingthe corporate conducts/statutory compliances and expressingour opinion thereon.

Based on our verification of the company's books, papers,minute books, forms and returns filed and other recordsmaintained by the company and also the information providedby the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, wehereby report that in our opinion, the company has, duringthe audit period covering the financial year ended on March31, 2018, complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, formsand returns filed and other records maintained by theCompany for the Financial Year ended on March 31, 2018,according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules madethere under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA')and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations andBye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rulesand regulations made there under to the extent ofForeign Direct Investment, Overseas Direct Investmentand External Commercial Borrowings; (Not applicableto the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act,1992 ('SEBI Act'):-

(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, 2015;

(c) The Securities and Exchange Board of India(Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Actand dealing with client;

(d) The Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015;

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

(VI) The Company is a registered member of NSE and BSEapart from having DP connectivity with CDSL. Fromtime to time there were inspection of books, accounts,records of the company by the above said authoritiesand the observations given there on have also beencomplied with by the Company.

(VII) The Company is registered as Category I MerchantBanker and Registrar and Share Transfer Agents withSEBI. From time to time there were inspection of books,accounts, records of the company by the above saidauthority and the observations given there on havealso been complied with by the Company.

(VIII) Other applicable laws, including the following:

a) The Payment of Gratuity Act, 1972

b) Competition Act, 2002

c) Employees Provident Fund and MiscellaneousProvisions Act, 1952

d) Employees State Insurance Act, 1948


32

e) Income Act, 1961

f ) Indian Stamp Act, 1899

g) Maternity Benefit Act, 1961

h) Minimum Wages Act, 1948

i) Payment of Bonus Act, 1965

j) Payment of Wages Act, 1936

k) Shops and Establishments Act, 1948

l) The Finance Act, 1994

We have also examined compliance with the applicableclauses of the following:

(i) Secretarial Standards issued by the Institute of CompanySecretaries of India, to the extent applicable under theCompanies Act, 2013.

During the period under review the Company has compliedwith the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors.

Adequate notice is given to all Directors to schedule the BoardMeetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seekingand obtaining further information and clarifications on theagenda items before the meeting and for meaningfulparticipation at the meeting.

Majority decision is carried through while the Dissenting BoardMembers' views, if any, are captured and recorded as partof the minutes.

We further report that there are adequate systems andprocesses in the company commensurate with the size andoperations of the company to monitor and ensure compliancewith applicable laws, rules, regulations and guidelines.

We further report that during the audit period the companyhas no specific events / actions having a major bearing onthe company's affairs in pursuance of the above referredlaws, rules, regulations, guidelines, standards, etc. referredto above

Place: Hyderabad DWARAKA PRASAD ASAWADate : 22.05.2018 ACS:20636, CP NO: 7546

This report is to be read with our letter of even date which isannexed as Annexure A and forms an integral part of thisreport.

‘Annexure A’

To,The Members,CIL SECURITIES LIMITED.

Our report of even Date is to be read along with this letter

1. Maintenance of Secretarial Record is theresponsibility of the management of the company.Our responsibility is to express an opinion on thesesecretarial records based on our audit.

2. We have followed the audit practices andprocesses as were appropriate to obtainreasonable assurance about the correctness ofthe contents of the secretarial records. Theverification was done on test basis to ensure thatcorrect facts are reflected in secretarial records.We believe that the processes and practices, wefollowed provide a reasonable basis for ouropinion.

3. We have not verified the correctness andappropriateness of Financial Records and Booksof Accounts of the Company.

4. Where ever required, we have obtained theManagement Representation about the complianceof laws, rules and regulations and happening ofevents etc.

5. The compliance of the provisions of Corporate andother applicable laws, rules, regulations, standardsis the responsibility of management. Ourexamination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit Report is neither an assuranceas to the future viability of the company nor of theefficacy or effectiveness and with which themanagement has conducted the affairs of thecompany.

Place: Hyderabad DWARAKA PRASAD ASAWADate : 22.05.2018 ACS:20636, CP NO: 7546


33

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF CIL SECURITIES LIMITED

Report on the Financial Statements

We have audited the accompanying Financial Statements of CILSecurities Limited (the Company'), which comprises of the BalanceSheet as at March 31, 2018, and the Statement of Profit and Loss andthe Cash Flow Statement for the year then ended and a summary ofsignificant accounting policies and other explanatory information.

Management's responsibility for the Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Companies Act, 2013 ("the Act") withrespect to the preparation of these financial statements that give atrue and fair view of the financial position, financial performance andcash flows of the Company in accordance with the Accounting principlesgenerally accepted in India, including the accounting standardsspecified under section 133 of the act, read with rule 7 of the companies(Accounts) Rules, 2014. This responsibility also includes themaintenance of adequate accounting records in accordance with theprovisions of the act for safeguarding the assets of the Companyand for preventing and detecting the frauds and other irregularities;selection and application of appropriate accounting policies; makingjudgement and estimates that are reasonable and prudent; and design,implementation and maintenance of internal financial control, thatwere operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and presentationof financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statementsbased on our audit.

We have taken into account the provisions of the Act, the accountingand auditing standards and matters which are required to be includedin the audit report under the provisions of the act and the rules madethereunder.

We conducted our audit in accordance with the standards on Auditingspecified under section 143(10) of the act. Those Standards requirethat we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidenceabout the amounts and disclosures in the financial statements. Theprocedures selected depend on the auditor's judgement, including theassessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to theCompany's preparation and fair presentation of the financial statementsin order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion onthe effectiveness of the Company's internal control.An audit alsoincludes evaluating the appropriateness of accounting policies usedand the reasonableness of the accounting estimates made bymanagement, as well as evaluating the overall presentation of thefinancial statements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the financialstatements.

OPINIONIn our opinion and to the best of our information and according to theexplanations given to us, the aforesaid financial statements give theinformation required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generallyaccepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of theCompany as at March 31, 2018;

(b) In the case of the Statement of Profit and Loss, of the profit ofthe Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of theCompany for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditors Report) Order, 2016

issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act (hereafter referred to the"Order"), we give in the annexure a statement on the mattersspecified in paragraphs 3 and 4 of the Order

2. As required by section 143(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 forthe purpose of our audit;

b. In our opinion, proper books of account as required by law havebeen kept by the Company so far as appears from our examinationof those books.

c. The Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement dealt with by this Report are in agreement with thebooks of account.

d. In our opinion, the Balance Sheet, the Statement of Profit andLoss, and the Cash Flow Statement comply with AccountingStandards referred to in Section 133 of the Companies Act, 2013read with rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from theDirectors as on March 31, 2018, taken on record by the Board ofDirectors, none of the Directors is disqualified as on March 31,2018, from being appointed as a director in terms of Sub Section(2) of section 164 of the Companies Act,2013.

f. With respect to the adequecy of the External financial controlover financial reporting of the Company and the operatingeffectivenes of such controls, refer to our Separate report in'Annexure B'and.

g. With respect to the other matters included in the Auditor's Reportand to our best of our information and according to the explanationsgiven to us :

1 The Company has disclosed the impact of pending litigations onits financial position in its financial statements.

2 The Company is not required to make provision, as required underthe applicable law or accounting standards, for materialforeseeable losses, if any, on long term contracts includingderivative contracts.

3 The Company is not required to transfer any amount to theInvestor Education and Protection Fund.

For Sridhar Jhawar & AssociatesChartered AccountantsCA Sridhar JhawarM No: 239116 Firm No: 016921S

Place: HyderabadDate: 22/05/2018


34

ANNEXURE REFERRED TO IN PARAGRAPH 'REPORT ON OTHER LEGAL REGULATORYREQUIREMENTS' OF OUR REPORT

We report that

1.

a) The company has maintained proper records showing full particulars including quantitative details of fixed assets.

b) All the fixed assets have been physically verified by the management at reasonable intervals. In our opinion, thefrequency of verification is reasonable. To the best of our knowledge, no material discrepancies have been noticedon verification.

c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financialstatements and according to the information and explanations given by the management, the title deeds of immoveableproperties are held in the name of the company.

2. The Company is a Service Company,primarlily rendering brokerage services and also carring on investment activity.Accordingly it does not hold any Physical inventory. There, Paragragh 3 (ii) of the order is not applicable to the Company.

3. According to the information and explanation given to us, the company has not granted any loans, secured or unsecuredto companies, firms or other parties covered in the register maintained u/s 189 of the act. Accordingly, the provisions ofclause 3(iii)(a), (b), and (c) of the order are not applicable and hence not commented upon.

4. In our opinion and according to the information and explanations given to us, the there are no loans, guarantees andsecurities granted in respect of which the provisions of section 185 and 186 of the Companies Act 2013 are applicableand hence not commented upon.

5. The company has not accepted deposits from public and hence directives issued by the Reserve Bank of India and theprovisions of section 73 to 76

6. According to the information and explanation given to us, the Central Government has not prescribed the maintenanceof cost records under section 148 of the Act for any of its product.

7.

a) According to the records of the company, the company has been regular in depositing with appropriate authoritiesundisputed statutory dues including Provident Fund, Employees State Insurance , Investor protection Fund, IncomeTax and other statutory dues and according to the information and explanation given to us , no statutory dues wereoutstanding as at 31.03.2018 for a period of more than 6 months from the date they became payable

b) According to the information and the explanations given to us, there are no such statutory dues, which have notbeen deposited on account of any disputes.

8. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statementsand according to the information and explanations given by the management, we are of the opinion that the company hasnot defaulted in repayment of dues, if any, to any Financial Institutions, banks, governments or dues to debentureholders.

9. According to the information and explanation given to us, no moneys were raised of initial public offer or further publicoffer (including debt instruments) and term loans.

10. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statementsand according to the information and explanations given by the management, no fraud on or by the company has beennoticed or reported during the year.

11. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statementsand according to the information and explanations given by the management, we are of the opinion that the managerialremuneration has been paid by or provided in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Companies Act 2013.


35

12. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statementsand according to the information and explanations given by the management, the transactions with the related partiesare in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have beendisclosed in the Financial Statements etc., as required by the applicable accounting standards

13. In our opinion, the company is not a Nidhi company. Therefore provisions of clause 3(xii) of the order are not applicableto the company and hence not commented upon.

14. According to the information and explanation given to us and on an overall examination of the balance sheet, thecompany has not made any preferential allotment or private placement of shares or fully or partly convertible debenturesduring the year under review and hence not commented upon.

15. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statementsand according to the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him.

16. According to the information and explanations given to us, the provisions of section 45-IA of the Reserve bank of IndiaAct, 1934 are not applicable to the company.

Place: Hyderabad For Sridhar Jhawar & Associates

Date: 22/05/2018 Chartered Accountants

CA Sridhar Jhawar

M No: 239116 Firm No: 016921S


36

ANNEXURE A TO THE AUDITORS' REPORTReport on the Internal Financial Controls under Clause (i) of Subsection 3 ofSection 143 of the Companies Act, 2013 ("the Act")We have audited the internal financial controls over financial reporting of CIL Securities Limited ("the Company") as of March31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.Management's Responsibility for Internal Financial ControlsThe Company's management is responsible for establishing and maintaining internal financial controls based on the internalcontrol over financial reporting criteria established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India ('ICAI').These responsibilities include the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financial information, asrequired under the Companies Act, 2013.Auditors' ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to anaudit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting was established and maintained andif such controls operated effectively in all Material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that amaterial weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedure selected depends on the auditor's judgment, including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or errorWe believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Company's internal financial controls system over financial reporting.Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control over financial reporting includes those policiesand procedures that (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company;(2) provide reasonable assurance that transactions are recordedas necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Annexure 'B'Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusionor improper management override of controls, material misstatements due to error or fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to therisk that the internal financial control over financial reporting may become inadequate because of changes in conditions, orthat the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operating effectively as at 31 March, 2018, basedon the internal control over financial reporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by theInstitute.Place: Hyderabad For SridharJhawar& AssociatesDate: 22/05/2018 Chartered Accountants

CA SridharJhawar M No: 239116 Firm No: 016921S


37

BALANCE SHEET AS AT 31 MARCH, 2018

Particulars Note No. As at As at As at31 March, 2018 31 March, 2017 01 April, 2016

ASSETS(1) Non-current assets a) Property,Plant and Equipment 1 50,74,851 50,31,539 51,40,703 b) Intangible assets 1 4,34,377 7,15,662 5,87,421 Financial Assets i) Investments 2 0 5,89,36,200 4,08,29,665 ii) Loans - - iii) Others - - iv) Deferred tax assets (net) 24.28 5,32,389 6,81,410 6,85,775 v) Others non-current assets 3 1,49,75,938 1,49,75,938 1,49,75,938

Total Non Current Assets 2,10,17,555 8,03,40,749 6,22,19,502(2) Current assets (a) Inventories - - - (b) Financial Assets

(i) Investments 4 11,24,80,939 5,21,24,701 7,23,60,972(ii) Trade receivables 5 4,82,16,729 3,44,86,857 6,62,99,965(iii) Cash and cash equivalents 6 8,72,00,694 11,61,56,747 6,77,38,867(iv) Bank balances other than (iii) above - - -(v) Loans 7 9,29,763 14,21,950 5,88,158

(vi) Others - - - (c) Current Tax Assets (Net) 8 1,79,111 4,50,827 7,32,894 (d) Other Current Assets 9 3,20,24,413 9,08,887 8,95,498

Total Current Assets 28,10,31,649 20,55,49,969 20,86,16,354 Total Assets 30,20,49,204 28,58,90,718 27,08,35,856EQUITY AND LIABILITIESEquity (a) Equity Share capital 10 5,00,00,000 5,00,00,000 5,00,00,000 (b) Other Equity 11 16,18,87,285 15,00,35,960 14,83,51,074 Share Holders Fund 21,18,87,285 20,00,35,960 19,83,51,074LIABILITIES(1) Non-current liabilities

(a) Financial Liabilities(i) Borrowing - - -(ii) Trade payables - - -(iii) Other financial liabilities 12 2,75,000 2,75,000 2,75,000

(b) Provisions 13 29,16,571 27,32,204 24,18,871 (c) Deferred tax liabilities (Net) - - - (d) Others non-currant liabilities - - - Total Non Current Liabilities 31,91,571 30,07,204 26,93,871(2) Current liabilities (a) Financial Liabilities

(i) Borrowing - - -(ii) Trade payables 14 8,40,37,535 7,65,07,932 6,41,49,427(iii) Other financial liabilities - - -

(b) Other current Liabilities 15 22,52,513 28,10,536 20,41,577 (c) Provisions 16 - 30,08,942 30,08,942 (d) Currant tax liabilities (Net) 17 6,80,300 5,20,144 5,90,965

Total Current Liabilities 8,69,70,348 8,28,47,554 6,97,90,911 Total Equity and Liabilities 30,20,49,204 28,58,90,718 27,08,35,856Significant Accounting Policies and 24Notes forming part of the financial statements

In terms of our report attached.For SridharJhawar& Associates For and on behalf of the Board of Directors ofChartered Accountants CIL Securities Limited

CA Sridhar Jhawar K K Maheshwari A K Inani Govind ToshniwalProprietor Managing Director Director - Finance & CFO Company SecretaryM.No. 239116 & Firm No:016921S DIN: 00223241 DIN: 00223069Place : HyderabadDate : 22.05.2018

(in Rupees)


38

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2018

Particulars Note No.

IncomeRevenue from operations 18 6,75,78,584 9,31,49,457Others income 19 18,024 3,19,675

Total Revenue 6,75,96,608 9,34,69,132Expenses:

Cost of materials consumed - -Purchases of Stock-in-Trade - -Changes in inventories of finished goods, Stock-in-Trade - -and work-in-progressEmployee benefits expense 20 1,40,27,478 1,34,56,770Finance costs 21 - 36,838Depreciation and amortisation expense 1 13,75,837 15,51,184Others expenses 22 3,70,12,647 2,93,19,170

Total expenses 5,24,15,962 4,43,63,962

Profit/(Loss) before exceptional items and tax 1,51,80,646 4,91,05,170Exceptional items - -Profit/(loss) before extraordinary items and tax 1,51,80,646 4,91,05,170Extraordinary items - - 4,33,86,817Profit/(loss) before tax 1,51,80,646 57,18,353Tax expense:

(1) Current tax 23 31,80,300 10,22,401 (2) Current tax relating to Previous Year - -2,241 (3) Deferred tax 24.28 1,49,021 4,365

33,29,321 10,24,525Profit (Loss) for the period from continuing operations 1,18,51,325 46,93,828Profit/(loss) from discontinued operations 0 0Tax expense of discontinued operations 0 0Profit/(loss) from discontinued operations (after tax) 0 0Profit/(loss) from the period 1,18,51,325 46,93,828

Others Comprehensive Income A (i) Items that will not be reclassified to profit or loss - - (ii) Income tax relating to items that will not be reclassified to - - profit or loss

B (i) Items that will be reclassified to profit or loss - - (ii) Income tax relating to items that will be reclassified to - - profit or loss

. Total Comprehensive Income for the period 1,18,51,325 46,93,828 (Comprising Profit /(Loss) and Others Comprehensive Income for the period)

For the YearEnded

31.03.2018Rs.

For the YearEnded

31.03.2017Rs.


39

Earnings per equity share (for continuing operation): (1) Basic 24.27 2.37 0.94 (2) Diluted 24.27 2.37 0.94

Earnings per equity share (for discontinued operation): (1) Basic 0 0 0 (2) Diluted 0 0 0

Earnings per equity share (for discontinued & continuingoperation):

(1) Basic 24.27 2.37 0.94 (2) Diluted 24.27 2.37 0.94

Significant Accounting Policies and 24 Notes forming part of the financial statements

In terms of our report attached.For SridharJhawar& Associates For and on behalf of the Board of Directors ofChartered Accountants CIL Securities Limited

CA Sridhar Jhawar K K MaheshwariProprietor Managing DirectorM.No. 239116 & Firm No:016921S DIN: 00223241

A K InaniDirector - Finance & CFODIN: 00223069

Place : Hyderabad Govind ToshniwalDate : 22.05.2018 Company Secretary


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on D

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Res

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s an

d Su

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(Rs…

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41

Not

e: R

emea

surm

ent

of d

efin

d be

nefit

pla

ns a

nd f

air

valu

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ange

s re

latin

g to

ow

n cr

edit

risk

of f

inan

cial

lia

bilit

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desi

gnat

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t fai

r val

ue th

roug

h pr

ofit

or lo

ss s

hall

be re

cogn

ised

as

a pa

rt o

f ret

aine

d ea

rnin

gs w

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epar

ate

disc

losu

reof

suc

h ite

ms

alon

g w

ith th

e re

leva

nt a

mou

nts

in th

e N

otes

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STA

TE

ME

NT

OF

CH

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S IN

EQ

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A.

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e C

apit

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ance

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n eq

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re c

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ce a

t th

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ingall

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t

Equi

tyco

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fco

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poun

dfin

anci

alin

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ts

Cap

ital

Res

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Se-

curit

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Pre-

miu

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Oth

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cify

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Ret

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on D

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Res

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d Su

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(Rs…

……

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42

STA

TE

ME

NT

OF

CH

AN

GE

S IN

EQ

UIT

YS

TAT

EM

EN

T O

F C

HA

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EQ

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Eq

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har

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apit

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es i

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sha

re c

apita

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alan

ce a

t th

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fco

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poun

dfin

anci

alin

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ts

Cap

ital

Res

erve

Se-

curit

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Pre-

miu

mR

eser

ve

Oth

erR

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ves

(spe

cify

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Ret

aine

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Deb

t in

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com

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Equi

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reig

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on D

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Res

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Not

e: R

emea

surm

ent

of d

efin

d be

nefit

pla

ns a

nd f

air

valu

e ch

ange

s re

latin

g to

ow

n cr

edit

risk

of f

inan

cial

lia

bilit

ies

desi

gnat

ed a

t fai

r val

ue th

roug

h pr

ofit

or lo

ss s

hall

be re

cogn

ised

as

a pa

rt o

f ret

aine

d ea

rnin

gs w

ith s

epar

ate

disc

losu

reof

suc

h ite

ms

alon

g w

ith th

e re

leva

nt a

mou

nts

in th

e N

otes

.

(Rs…

……

..)


43

Cas

h F

low

Sta

tem

ent

for

the

year

en

ded

31s

t M

arch

, 201

8A

mou

nt in

Rs.

Par

ticu

lars

Fo

r th

e Y

ear

En

ded

For

the

Yea

r E

nded

For

the

Yea

r E

nded

2018

2017

2016

A.

Cas

h flo

w f

rom

ope

ratin

g ac

tiviti

es

Net

Pro

fit/(L

oss)

bef

ore

extra

ordi

nary

ite

ms

and

tax

1,51

,80,

646

4,91

,05,

170

95,3

3,00

1

Adj

ustm

ents

for

:

Dep

reci

atio

n &

Amor

tisat

ion

13,7

5,83

715

,51,

184

13,9

8,40

7

Prov

isio

n fo

r im

pairm

ent

of f

ixed

ass

ets

and

inta

ngib

les

- -

-Am

ortis

atio

n of

sha

re is

sue

expe

nses

and

dis

coun

t on

sha

res

- -

-(P

rofit

)/Los

s on

sal

e/ w

rite

off

of a

sset

s (

1,20

6) (

2,30

,369

) (

11,5

04)

Expe

nse

on e

mpl

oyee

sto

ck o

ptio

n sc

hem

e -

- -

Fina

nce

Cos

ts -

36,

838

1,6

84In

tere

st I

ncom

e(3

,077

,858

)(2

,818

,122

)(2

8,90

,967

)D

ivid

end

Inco

me

(4,8

3,43

0) (

2,18

6,65

7) (

7,05

,500

) (

21,6

5,96

9) (

5,78

5,15

0) (

7,28

7,53

0)O

pera

ting

Prof

it 1

,29,

93,9

89 4

6,93

9,20

1 2

,245

,470

Oth

er C

harg

es -

- -

Net

unr

ealis

ed e

xcha

nge

(gai

n)/lo

ss -

- -

Ope

ratin

g pr

ofit/

(loss

) be

fore

wor

king

cap

ital c

hang

es1,

29,9

3,98

9 4

,69,

39,2

01 2

,245

,471

Cha

nges

in w

orki

ng c

apita

l:-

Adju

stm

ents

for

(in

crea

se)/d

ecre

ase

in o

pera

ting

asse

ts:-

Inve

ntor

ies

- -

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ade

Rec

eiva

bles

(1,3

7,29

,872

)3,

18,1

3,10

830

,82,

500

Shor

t te

rm lo

ans

and

adva

nces

4,9

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7 (

5,45

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2,55

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ng t

erm

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s an

d ad

vanc

es -

- (

25,0

0,00

0)O

ther

cur

rent

ass

ets

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,843

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) (

19,6

39)

(2,

12,5

83)

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er n

on-c

urre

nt a

sset

s(4

,40,

81,4

95)

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,47,

994

1,13

,960

Adju

stm

ents

for

incr

ease

/(dec

reas

e) in

ope

ratin

g lia

bilit

ies:

-Tr

ade

Paya

bles

75,2

9,60

31,

23,5

8,50

52,

34,4

7,29

8O

ther

cur

rent

liab

ilitie

s(5

,58,

023)

7,68

,959

4,15

,342

Oth

er lo

ng t

erm

liab

ilitie

s -

- -

Shor

t te

rm p

rovi

sion

s 1

,60,

156

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,820

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1,48

7,63

7)Lo

ng t

erm

pro

visi

ons

1,84

,367

73,1

6,10

33,

13,3

331,

33,6

9,97

7(4

9,73

9)2,

23,2

5,26

4


44

Cas

h F

low

Sta

tem

ent

for

the

year

en

ded

31s

t M

arch

, 201

8 (C

on

td.)

Cas

h flo

w f

rom

ext

raor

dina

ry i

tem

s -

(43

,386

,817

) 8

,000

,000

Cas

h ge

nera

ted

from

ope

ratio

ns(2

3771

403)

4,81

,70,

355

3268

4695

Net

Inc

ome

tax

(pai

d)/re

fund

s (

3,18

0,30

0) (

1,02

0,16

0) (

2,19

0,96

5)

Net

cas

h flo

w f

rom

/(use

d in

) op

erat

ing

activ

ities

(A)

(26

,951

,703

) 4

,71,

50,1

95 3

0,49

3,73

0

B.

Cas

h Fl

ow f

rom

Inv

estin

g A

ctiv

ities

Cap

ital e

xpen

ditu

re o

n fix

ed a

sset

s, in

clud

ing

capi

tal a

dvan

ces

(1,1

49,6

57)

(1,6

20,8

93)

(1,4

93,3

21)

Proc

eeds

fro

m s

ale

of f

ixed

ass

ets

13,0

00 2

,81,

000

39,

406

Cur

rent

inve

stm

ents

Tra

nsac

tions

not

con

side

red

as C

ash

and

cash

equ

ival

ents

(60

,356

,239

) 2

,02,

36,2

71 (

34,4

82,3

29)

Purc

hase

s of

long

ter

m in

vest

men

ts -

(18

,106

,535

) (

9,81

8,45

3)

Proc

eeds

fro

m s

ale

of lo

ng t

erm

inve

stm

ents

58,

936,

200

- -

Inte

rest

rec

eive

d3,

077,

858

28,

18,1

22 2

,890

,967

Div

iden

d R

ecei

ved

483,

430

7,0

5,50

0 5

,785

,150

Net

cas

h flo

w f

rom

/ (

used

in)

inv

estin

g ac

tiviti

es (

B)

1,0

04,5

92 4

3,13

,465

37,

078,

580

C.

Cas

h flo

w f

rom

fin

anci

ng a

ctiv

ities

Fina

nce

cost

-(3

6,83

8) (

1,68

4)

Div

iden

ds p

aid

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500,

000)

(2,

500,

000)

(2,

500,

000)

Tax

on d

ivid

end

(508

,942

) (

508,

942)

(49

9,85

0)

Net

cas

h flo

w f

rom

/(use

d in

) fin

anci

ng a

ctiv

ities

(C

) (

3,00

8,94

2) (

3,04

5,78

0)(3

,001

,534

)

Net

inc

reas

e /

(dec

reas

e) i

n C

ash

and

cash

equ

ival

ents

(A

+B+C

) 4

,84,

17,8

80(9

,586

,384

)

Cas

h an

d ca

sh e

quiv

alen

ts a

t th

e be

ginn

ing

of t

he y

ear

116,

156,

747

6,7

7,38

,867

77,3

25,2

51

Effe

ct o

f ex

chan

ge d

iffer

ence

on

rest

atem

ent

of f

orei

gn c

urre

ncy

Cas

h an

d ca

sh e

quiv

alen

ts

Cas

h an

d ca

sh e

quiv

alen

ts a

t th

e en

d of

the

yea

r 8

7,20

0,69

4 1

1,61

,56,

747

67,7

38,8

67

Reco

ncili

atio

n of

Cas

h an

d ca

sh e

quiv

alen

ts w

ith th

e Ba

lanc

e Sh

eet:

Cas

h an

d ca

sh e

quiv

alen

ts a

s pe

r Ba

lanc

e Sh

eet

87,2

00,6

94 1

16,1

56,7

47 6

7,73

8,86

7


45

No

tes

:

(I)

The

Cas

h F

low

Sta

tem

ent

refle

cts

the

cash

flo

ws

pert

aini

ng t

o co

ntin

uing

ope

ratio

ns.

(ii)

The

se e

arm

arke

d ac

coun

t ba

lanc

es w

ith b

anks

can

be

utili

sed

only

for

the

spe

cific

ide

ntifi

ed p

urpo

ses.

See

acc

om

pan

yin

g n

ote

s fo

rmin

g p

art

of

the

fin

anci

al s

tate

men

tsIn

ter

ms

of

ou

r re

po

rt a

ttac

hed

.

Fo

rF

or a

nd o

n be

half

of t

he B

oard

of

Sri

dh

ar J

haw

ar &

Ass

oci

ates

CIL

Sec

uriti

es L

imite

dC

hart

ered

Acc

ount

ants

K K

Mah

esh

war

iM

anag

ing

Dire

ctor

CA

Sri

dh

ar J

haw

ar,

DIN

: 002

2324

1P

ropo

riet

orM

. No.

239

116

& F

irm N

o. 0

1692

1SA

K I

nan

iD

irect

or -

Fin

ance

& C

FO

DIN

: 002

2306

9

Pla

ce:

Hyd

erab

adG

ovi

nd

To

sh

niw

al

Dat

e:

22.0

5.20

18C

ompa

ny S

ecre

tary

Less

: Ban

k ba

lance

s no

t con

sider

ed a

s Ca

sh a

nd c

ash

equiv

alent

s as

def

ined

in A

S 3

Cas

h Fl

ow s

tate

men

ts -

- -

Net

Cas

h an

d ca

sh e

quiv

alen

ts (a

s de

fined

in A

S 3

Cas

h Fl

ow S

tate

men

ts)

87,2

00,6

94 1

16,1

56,7

47 6

7,73

8,86

7

Add:

Cur

rent

inve

stm

ents

con

sider

ed a

s pa

rt of

Cas

h an

d ca

sh e

quiva

lent

s -

- -

(as

defin

ed in

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47

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48

Particulars As at As at As at31.03.2018 31.03.2017 01.04.2016

Rs. Rs. Rs.

Other Non Current Assets3 (Unsecured, considered good)

Membership Deposit With NSE 50,00,000 50,00,000 50,00,000

Deposit with CD-NSE 35,00,000 35,00,000 35,00,000

Deposit with Future Segment With NSE 33,00,000 33,00,000 33,00,000

Deposit for SGF Contribution 25,00,000 25,00,000 25,00,000

Deposit for VSAT 50,938 50,938 50,938

Deposit for CDSL 5,00,000 5,00,000 5,00,000

Deposit with BSE 1,25,000 1,25,000 1,25,000

Total 1,49,75,938 1,49,75,938 1,49,75,938

4 Current Investments

(Investment measuned at Amortised Cost)

Investment in Mutual Funds 11,00,38,789 5,01,99,200 6,15,71,784

Stock of Securities 24,42,150 19,25,501 1,07,89,188

Total 11,24,80,939 5,21,24,701 7,23,60,972

5 Trade receivables(Unsecured and Considered good)

Trade receivables outstanding for a periodexceeding six months from the date they weredue for payment 7,98,342 15,52,444 4,59,92,607

Other Trade receivables 4,74,18,387 3,29,34,413 2,03,07,358

Total 4,82,16,729 3,44,86,857 6,62,99,965

6 Cash and cash equivalentsCash on hand 88,439 1,15,829 90,526

Balances with banks

(i) In current accounts 4,28,11,137 7,87,39,800 3,53,47,223

(ii) In deposit accounts (Refer Note (i) below) 4,43,01,118 3,73,01,118 3,23,01,118

Total 8,72,00,694 11,61,56,747 6,77,38,867

Note:

(i) Balances with banks include deposits amounting to Rs.NIL/- As at 31 March 2018 and margin monies amounting to ` Rs.NILAs at 31 March, 2017 which have an original maturity of more than 12 months.

NOTES FORMING PART OF THE FINANCIAL STATEMENTSNOTE


49


Rs. Rs. Rs.

7 Loans

(Unsecured and Considered good)

Advance to Others 5,01,563 4,81,950 4,61,158

Advance to Staff 4,28,200 9,40,000 1,27,000

Total 9,29,763 14,21,950 5,88,158

8 Current Tax Assets

Advance Tax and TDS 1,79,111 4,50,827 7,32,894

Total 1,79,111 4,50,827 7,32,894

9 Other Current Assets(Unsecured and Considered good)

Prepaid expenses 6,75,000 0 6,250

Others Deposits 3,03,62,428 3,96,428 3,95,428

Accruals -

Interest accrued on deposits 9,86,985 5,12,459 4,93,820

Loans and advances to related parts - - -

Total 3,20,24,413 9,08,887 8,95,498

NOTES FORMING PART OF THE FINANCIAL STATEMENTSNOTE


50

10 Particulars As at 31 March, 2018 As at 31 March, 2017 As at 01April, 2016

Number of Rs. N u m b e r R s . Number of R s .shares of shares sha res

(a) Authorised

Equity shares of ` 10/- each with voting rights 6 0 , 0 0 , 0 0 0 6 , 0 0 , 0 0 , 0 0 0 60,00,000 6,00,00,000 60,00,000 6,00,00,000

(b) Issued #


(c) Subscribed and fully paid up


5 0 , 0 0 , 0 0 0 5 , 0 0 , 0 0 , 0 0 0 50,00,000 5,00,00,000 50,00,000 5,00,00,000

- - - - - -(d) Subscribed but not fully paid upEquity shares of ` each with voting rights, ` - - - - - -

Tota l 5 0 , 0 0 , 0 0 0 5 , 0 0 , 0 0 , 0 0 0 5 0 , 0 0 , 0 0 0 5 , 0 0 , 0 0 , 0 0 0 5 0 , 0 0 , 0 0 0 5,00,00,000

NOTE Share Capital NOTES FORMING PART OF THE FINANCIAL STATEMENTS

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars Opening Balance Fresh issue Bonus ESOP Conversion Buy Back Other Closing Balance

Equity shares with voting rights

Period ended 31 March, 2018

- Number of shares 50,00,000 - - - - - - 50,00,000

- Amount (`) 5,00,00,000 - - - - - - 5,00,00,000

Year ended 31 March, 2017- Number of shares 50,00,000 50,00,000

- Amount (`) 5,00,00,000 5,00,00,000

As at 1 April, 2016- Number of shares 50,00,000 - - - - - - 50,00,000

- Amount (`) 5,00,00,000 5,00,00,000

(ii) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / As at 31 March, 2018 As at 31 March, 2017 As at 01 Apri, 2016

Name of shareholder Number of % holding in Number of % holding in Number of % holding inshares held that class of shares held that class of shares held that class of

Shares Shares Shares

Equity shares with voting rights

K.K Maheshwari 10,72,700 21,454 10,72,700 21,454 10,72,700 21,454

Pramila Maheshwari 7,68,500 15,370 7,68,500 15,370 5,63,298 11,265

Gita Devi Maheshwari 11,98,550 23,971 11,98,550 23,971 11,98,550 23,971


51

Notes forming part of the financial statementsNote Other Equity


Note Rs. Rs. RS

11 (a) Capital reserveOpening balance 28,000 28,000 28,000

Add: Additions during the year 0 0 0

Less: Utilised / transferred during the year 0 0 0

Closing balance 28,000 28,000 28,000

(b) General reserve

Opening balance 3,16,12,000 3,11,27,000 2,98,11,000Add: Transferred from surplus in Statement of Profit & Loss 11,86,000 4,85,000 13,16,000Less: Utilised / transferred during the year 0 0 0

Closing balance 3,27,98,000 3,16,12,000 3,11,27,000

(c) Surplus / (Deficit) in Statement of Profit and Loss

Opening balance 11,83,95,960 11,71,96,074 10,83,64,981Add: Profit/Loss for the Period 1,18,51,325 46,93,828 1,31,56,035Less: Final dividend

Dividends proposed to be distributed to equityshareholders (Rs.@ 0.50 per share 31.03.2017) - 25,00,000 25,00,000

Tax on dividend - 5,08,942 5,08,942

Transferred to:

General reserve 11,86,000 4,85,000 13,16,000

Closing balance 12,90,61,285 11,83,95,960 11,71,96,074

Total 16,18,87,285 15,00,35,960 14,83,51,074

12. Other Financial LiabilitiesTrade / security deposits 2,75,000 2,75,000 2,75,000

Total 2,75,000 2,75,000 2,75,000

13. Provisions-Non Current

Provision for employee benefits:Provision for gratuity 29,16,571 27,32,204 24,18,871

Total 29,16,571 27,32,204 24,18,871


52

Notes forming part of the financial statementsNote


Note Rs. Rs. Rs.

14 Trade payables:

Other than Acceptances 8,40,37,535 7,65,07,932 6,41,49,427

Total 8,40,37,535 7,65,07,932 6,41,49,427

15. Other current liabilities

Other payables

Statutory remittances 8,03,412 6,00,354 4,37,259

Contractually reimbursable expenses 9,99,094 8,27,126 6,67,178

Other Liabilities 4,50,007 13,83,056 9,37,140

Total 22,52,513 28,10,536 20,41,577

16. Current- provisions

Provision - Others:

Provision for proposed equity dividend 0 25,00,000 25,00,000

Provision for tax on proposed dividends 0 5,08,942 5,08,942

Total 0 30,08,942 30,08,942

17. Current Tax Liabilities (Net)

Provision for tax (net of advance taxRs.2500000/-As at 31.03.2018 (400000/- As on 31.03.2017) 6,80,300 5,20,144 5,90,965

Total 6,80,300 5,20,144 5,90,965

(Rupees)


53

Notes forming part of the financial statementsNote

Particulars As at As at31.03.2018 31.03.2017

Note Rs. Rs.

18. Revenus from operations

Income from services @ (Refer Note (i) below) 6,45,00,726 9,03,31,335

Other operating Income # (Refer Note (ii) below) 30,77,858 28,18,122

Total 6,75,78,584 9,31,49,457

(i) Income from services @

Securities Dealings & Broking 5,79,36,628 8,54,15,728

Register & Share Transfer Fee 47,71,317 36,86,218

Demat/Depository Fee 10,87,781 11,14,389

Consultancy Fee 0 1,15,000

Merchant Banking 7,05,000 0

Total - Income from services 6,45,00,726 9,03,31,335

(ii) Other operating Income #

Interest Income 30,77,858 28,18,122

Total - Other Operating Income 30,77,858 28,18,122

19. Other income

Other Income 16,818 89,306

Other non-operating income comprises:

Profit on sale of fixed assets 1,206 2,30,369

Total - Other non-operating income 18,024 3,19,675

20. Employee benefits expense

Salaries 1,31,29,378 1,27,58,253

Training and Development Expenses 1,17,200 1,33,789

Staff welfare expenses 7,80,900 5,64,728

Total 1,40,27,478 1,34,56,770

21. Finance cost

Interest expense on:

Others 0 36838

Total 0 36,838


54

Notes forming part of the financial statements

Particulars For the Year Ended For the Year Ended31.03.2018 31.03.2017

Note Rs. Rs.

22 Other ExpensesDemat/CDSL Charges 3,08,216 4,74,286SEBI Charges 2,50,293 2,36,731Share with Bussiness Associates 1,63,22,150 1,11,09,927Transaction Charges 72,13,320 43,25,281Membership Fees 9,52,431 7,35,212VSAT Charges 1,03,380 85,800Security Tansaction Tax 30,28,185 27,13,911Telephone Charges 3,98,440 4,71,378Bandwidth Charges 45,322 8,34,713Conveyance Charges 1,11,504 1,24,065Rent 1,00,900 1,88,500Repairs and maintenance - Buildings 3,91,097 2,33,031Repairs and maintenance – Vehicles 3,56,169 3,82,143Repairs and maintenance - Others 13,95,126 16,31,969Insurance 6,62,996 6,70,806Travelling Expenses 8,89,285 3,05,229Printing and Stationery 1,71,027 1,64,578Postage Expenses 1,55,986 1,47,071News Paper 20,361 13,101Payments to Auditors (Refer Note (i) below) 2,50,000 2,50,000Festival Expenses 1,17,867 1,59,267Director Sitting Fees 1,69,000 1,43,000General Expenses 3,80,194 3,66,314Office Maintenance 4,79,006 5,51,550Advertisment Expenses 1,22,130 2,28,388Bank Charges 7,56,151 6,11,182Consultancy Charges 3,19,423 8,26,100Computer Maintenance 3,11,300 1,01,879Electricity Charges 9,82,352 9,72,975Filing Fees 28,607 20,213Rates and Taxes 2,02,186 2,28,193R&T Miscellaneous Expenses 18,243 12,377Total 3,70,12,647 2,93,19,170Notes:

(i) Payments to the Auditors comprisesAs Auditors - Statutory Audit 1,42,000 1,42,000For Taxation matters 4,000 4,000For Tax Audit Fee 60,000 60,000For Certification 44,000 44,000

Total 2,50,000 2,50,000


55


Particulars For the Year Ended For the Year Ended31.03.2018 31.03.2017

Note Rs. Rs.

23 TaxationCurrent Tax Income Tax recognised in statementof Profit & Loss Account

Profit Before Tax 15180646 5718353

Applicable Tax Rate 15/20/25 15/20/30

Computed Tax Expense 2885673 606029

Tax effect of Exempted Income 120858 105825

Items/Expenses disallowed(net) 827947 629276

Additional Allowances net of MAT Credit 132580 416372

Carried Forward Lossess MAT/Utillised - -

Others - -

Current Tax Provision (A) 3180300 1020160

Incremental Deferred Tax Liability on Account of

Tangible and non Targible Assets 751017 844251

Incremental Deferred Tax Liability on Account of

Financial Assets and others Items 218628 162841

Deferred Tax Provision (B) 149021 4365

Tax Expenses recognised in statement ofProfit and Loss (A+B) 3329321 1024525

Effective Tax Rate 21.93% 17.92%


56


Note Particulars

24 Corporate information

"M/s.CIL Securities Limited was Incorporated in the year 1989.““CIL today is a diversified Financial Company and aremember of the National Stock Exchange of India Ltd and the Bombay Stock Exchange Ltd besides member of MCX andNCDEX Exchange through Group Company providing services in Capital Market, F&O, Currency, Mutual Fund andCommodities Segment. CIL is also a Merchant Banker, Registrar and Share Transfer Agent and Depository Participant.““CILis maintaining a flawless trading and accounting system and real time information is being disseminated on the websiteof the company www.cilsecurities.com. At CIL, we adopt the latest technology in business and are constantly updatingour self to be with time and technology is being harvested to its utmost advantage and to provide quality and costeffective service.““A spectrum of diversified activity is being provided by qualified and experienced manpower deployedat CIL.““CIL is a Listed Company on the Bombay Stock Exchange."

24 Significant accounting policies24.1 Basis of accounting and preparation of financial statements

W.e.f. 1st April 2017 The financial statements of the Company have been prepared in accordance with the IndianAccounting Standards notified under the Companies (Accounting Standards) Rules, 2015 (as amended) and therelevant provisions of the Companies Act, 2013. The financial statements have been prepared on accrual basisunder the historical cost convention . The accounting policies adopted in the preparation of the financial statementsare consistent with those followed in the previous year .

24.2 Use of estimates

The preparation of the financial statements are in conformity with Indian GAAP which requires the Managementto make estimates and assumptions considered in the reported amounts of assets and liabilities (includingcontingent liabilities) and the reported income and expenses during the year. The Management believes that theestimates used in preparation of the financial statements are prudent and reasonable.

24.3 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises of cash on hand and demand deposits with banks. Cash equivalents are short-term balances(with an original maturity of three months or less from the date of acquisition), highly liquid investments that arereadily convertible into known amounts of cash are subject to insignificant risk of changes in value.

24.4 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax isadjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cashreceipts or payments. The cash flows from operating, investing and financing activities of the Company aresegregated based on the available information.

24.5 Depreciation and amortisation

Depreciation has been provided on the written down method as per the rates prescribed in Part 'C' of ScheduleII of the Companies Act, 2013. Intangible assets are amortised over their estimated useful life as follows:Intangibles – 3 – 6 years. The estimated useful life of the intangible assets and the amortisation period arereviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern.

24.6 Revenue recognition

Income from services Revenues from contracts priced on a time and material basis are recognised when services arerendered and related costs are incurred.

24.7 Other income

Interest income is accounted on accrual basis. Dividend income is accounted for on receipt basis.


57


Note Particulars

24.8 Tangible Fixed Assets"Fixed assets, are carried at cost less accumulated depreciation and impairment losses, if any. The cost of fixedassets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the assetis ready for its intended use and other incidental expenses incurred up to that date. Machinery spares which canbe used only in connection with an item of fixed asset and whose use is expected to be irregular are capitalisedand depreciated over the useful life of the principal item of the relevant assets. Subsequent expenditure relating tofixed assets is capitalised only if such expenditure results in an increase in the future benefits from such assetbeyond its previously assessed standard of performance.““"Fixed assets acquired in full or part exchange for another asset are recorded at the fair market value or the netbook value of the asset given up, adjusted for any balancing cash consideration. Fair market value is determinedeither for the assets acquired or asset given up, whichever is more clearly evident. Fixed assets acquired inexchange for securities of the Company are recorded at the fair market value of the assets or the fair market valueof the securities issued, whichever is more clearly evident.The Company has not revalued its assets. Fixed assets retired from active use and held for sale are stated at thelower of their net book value and net realisable value and are disclosed separately in the Balance Sheet.

24.9 Intangible assetsIntangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The cost of anintangible asset comprises its purchase price, including any import duties and other taxes (other than thosesubsequently recoverable from the taxing authorities), and any directly attributable expenditure on making theasset ready for its intended use and net of any trade discounts and rebates. Subsequent expenditure on anintangible asset after its purchase / completion is recognised as an expense when incurred unless it is probablethat such expenditure will enable the asset to generate future economic benefits in excess of its originallyassessed standards of performance and such expenditure can be measured and attributed to the asset reliably,in which case such expenditure is added to the cost of the asset.

24.10 Foreign currency transactions and translationsTransactions in foreign currencies are accounted at the exchange rates prevailing on the date of the transactionor at rates that closely approximate the rate at the date of the transaction.24.11 Investments"Long-term investments (excluding investment properties), are carried individually at Fair Market value of LongTerm Quoted Investments and Unquoted Investments at cost less provision for diminution, other than temporary, inthe value of such investments. Current investments are carried individually, at the lower of cost and fair value. Costof investments include acquisition charges such as brokerage, fees and duties. “Investment properties are carriedindividually at cost less accumulated depreciation and impairment, if any. Investment properties are capitalised anddepreciated (where applicable) in accordance with the policy stated for Tangible Fixed Assets. Impairment ofinvestment property is determined in accordance with the policy stated for Impairment of Assets."

24.12 Employee benefitsEmployee benefits include provident fund, superannuation fund, gratuity fund. The Company's contribution toprovident fund is considered as defined contribution plan and is charged as an expense as they fall due based onthe amount of contribution required to be made."The undiscounted amount of short-term employee benefits expected to be paid in exchange for the servicesrendered by employees are recognised during the year when the employees render the service. These benefitsinclude performance incentive and compensated absences which are expected to occur within twelve monthsafter the end of the period in which the employee renders the related service. The cost of such compensatedabsences is accounted as under :“(a) in case of accumulated compensated absences, when employees renderthe services that increase their entitlement of future compensated absences; and“(b) in case of non-accumulatingcompensated absences, when the absences occur."


58


Note Particulars

24.13 Segment reporting

The Company identifies primary segments based on the dominant source, nature of risks and returns and the internalorganisation and management structure. The operating segments are the segments for which separate financialinformation is available and for which operating profit/loss amounts are evaluated regularly by the executive Managementin deciding how to allocate resources and in assessing performance.

"The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segmentrevenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis oftheir relationship to the operating activities of the segment.

“ “Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segmentson reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”."

24.14 Earnings Per Share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect ofextraordinary items, if any) by the weighted average number of equity shares outstanding during the year.Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect ofextraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating tothe dilutive potential equity shares, by the weighted average number of equity shares considered for derivingbasic earnings per share and the weighted average number of equity shares which could have been issued onthe conversion of all dilutive potential equity shares.

Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the netprofit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be convertedas at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity sharesare adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average marketvalue of the outstanding shares). Dilutive potential equity shares are determined independently for each periodpresented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits /reverse share splits and bonus shares, as appropriate.

24.15 Taxes on income

"Current tax is the amount of tax payable on the taxable income for the year as determined in accordance withthe provisions of the Income Tax Act, 1961.““Minimum Alternate Tax (MAT) is paid in accordance with the taxlaws, which gives future economic benefits in the form of adjustment to future income tax liability, is consideredas an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT isrecognised as an asset in the Balance Sheet when it is probable that future economic benefit associated withit will flow to the Company.““Deferred tax is recognised on timing differences, being the differences between thetaxable income and the accounting income that originate in one period and are capable of reversal in one or moresubsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantiallyenacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred taxassets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtualcertainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assetsare recognised for timing differences of other items only to the extent that reasonable certainty exists thatsufficient future taxable income will be available against which these can be realised. Deferred tax assets andliabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the


59

Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each BalanceSheet date for their realisability. ““Current and deferred tax relating to items directly recognised in equity arerecognised in equity and not in the Statement of Profit and Loss."

24.16 Impairment of assets

The carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. Ifany indication of impairment exists, the recoverable amount of such assets is estimated and impairment isrecognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount isthe greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cashflows to their present value based on an appropriate discount factor. When there is indication that an impairmentloss recognised for an asset in earlier accounting periods no longer exists or may have decreased, such reversalof impairment loss is recognised in the Statement of Profit and Loss, except in case of revalued assets.

24.17 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probablethat an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can bemade. Provisions (excluding retirement benefits) are not discounted to their present value and are determinedbased on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed ateach Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed inthe Notes.

24.18 Derivative contracts

The Company enters into derivative contracts in the nature of foreign currency swaps, currency options,forward contracts. Futures derivative contracts are marked-to-market and Profit & Losses are recognised in theStatement of Profit and Loss. Option transaction are recognised at the end of accounting year.

24.19 Service tax/GST input credit

Service tax/GST input credit is accounted for in the books in the period in which the underlying services arereceived and are accounted as and when there is no uncertainty in availing / utilising the credits.


Note Particulars


60



Note (Rs) (Rs) (Rs)

24.20 Additional information to the financial statements

24.20 Contingent liabilities and commitments (to the extentnot provided for)

(i) Contingent liabilities(a) Claims against the Company not acknowledged as debt NIL NIL NIL(b) Bank Guarantees 1500 Lacs 1360 Lacs 1260 Lacs(c) Other money for which the Company is contingently liable NIL NIL NIL

(d) These are disclosed by way of notes to the Balance Sheet. Provision is made in the accounts inrespect in those liabilities which are likely to materialise after the period end, till finalisation ofAccounts and have material effect on the position stated in the Balance Sheet at the period end.

24.21 Expenditure in foreign currency #: For the For the For theyear ended year ended year ended

31 March, 2018 31 March, 2017 01 APril, 2016(Rs) (Rs) (Rs)

Travelling Expenses 500537/- NIL 350877/-

Other matters* NIL NIL NIL

*Spendings in foreign currency during the previous year by theCompany has been fully reimbursed, hence is not impacting the financials.

24.22 Earnings in foreign exchange

Professional and consultation fees NIL NIL NILOther income-Broking Services NIL NIL NIL

24.23 Amounts remitted in foreign currency during theyear on account of dividend ##

Amount of dividend remitted in foreign currency NIL NIL NILTotal number of non-resident shareholders (to whom thedividends were remitted in foreign currency) NIL NIL NIL

Total number of shares held by them on which dividend was due NIL NIL NILYear to which the dividend relates NIL NIL NIL

24.24 Employee benefit plans

Defined contribution plans

The Company makes Provident Fund contribution for qualifying employees. Under the Schemes, the Company isrequired to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognisedRs.92,744/- (Year ended 31 March, 2018) for Provident Fund contributions and Rs.87,090/- (Year ended 31 March,2017) for contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Companyare at the rates specified in the rules of the schemes.


61

Note

24.25 Computation of net profit in accordance with section 197 read with section 198 of the Companies Act, 2013 forManaging Director:- Rs.In Lac

PARTICULARS March 31, 2018 March 31,2017 March 31, 2016

Profit before Taxation 151.80 57.18 165.42

Add: Managerial Remuneration 32.81 32.03 31.32

Add: Directors Sitting Fees 1.69 1.43 1.10

Less: Profit on sale of Fixed Assets 0.01 2.30 0.11

Less: Extra Ordinary items - - 70.09

Net profit as per Section 198 of the Companies Act, 2013 186.29 88.34 127.64

Remuneration payable:

Minimum / @ 5% of the above profits to the Managing Director 9.31 4.42 6.37

Managerial Remuneration comprises:

Salary and Allowances 13.00 13.00 13.99

Medical Reimbursement 0.85 0.61 0.24

Perquisites 0.53 0.71 0.81

Commission 0 0 0

Total 14.38 14.32 15.04



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--

2350

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4050

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4050

87-

(759

76)

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2983

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K.K.

Mah

eshw

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HUF)

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02-

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irmal

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ahes

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003

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93

(87)

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rmila

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Anus

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fit T

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0

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(311

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67)

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Anika

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efit

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220

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ank

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fit T

rust

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(26)

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efit

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H03

--

102

7354

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(46)

(465

35)

(465

35)

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Sahi

l Ben

efit

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tKC

S12

--

142

8493

284

962

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(26)

(260

44)

(260

44)

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Tosh

niwa

l Gra

nite

s Pv

t Ltd

H21

93-

--

--

-

(122

0)(6

1270

8)(6

1270

8)-

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ez F

eroz

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teH

2037

--

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00-1

14

(878

)(4

1102

1)(4

0950

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142)

K K

Mah

eshw

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6679

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--

(781

0)(3

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66

An

nex

ure

_ V

No

tes

form

ing

par

t o

f th

e fi

nan

cial

sta

tem

ents

24.2

6R

elat

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arty

Rem

uner

atio

n D

irect

or's

Ser

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s

T

rans

actio

nO

utst

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nsac

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Fees

R

ende

red

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yabl

e

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Cr

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f rel

ated

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ties:

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Des

crip

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ofNa

mes

of

rela

tions

hip

rela

ted

parti

es(a

)Su

bsid

iarie

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L

(b)

Key

Man

agem

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ahes

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i15

0419

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1243

517

9550

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6000

00-

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--

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A.K.

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i10

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--

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ind

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--

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(160

503)

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f KM

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ita D

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(606

0)(4

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(417

0045

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da A

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--

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ha M

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Neer

a In

ani

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1018

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(259

2)(1

3598

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(135

9628

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ana

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niwa

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-(1

178)

(186

783)

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3)-

(Rs.

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31.0

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TAIL

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F RE

LATE

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FOR

THE

YEAR

END

ED 3

1st M

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6


67

Not

e: R

elat

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artie

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ve b

een

iden

tifie

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the

Man

agem

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(d)

Com

pany

in w

hich

KM

PCI

L In

dust

ries

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ited

--

4162

441

8437

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75-

Rela

tives

of

-.

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3)(1

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(125

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)-

KMP

can

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Com

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ities

(P)

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--

8804

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--

--

-

Cana

ra S

ecur

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Ltd

--

5523

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vest

(P)

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--

--

-(1

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(743

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sh S

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vt.Ltd

--

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-(2

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refin

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--

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)(3

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3)(4

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HUF)

--

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5422

9839

54-

-(1

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)(1

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(118

3693

4)

K.K.

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HUF)

--

2765

810

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1210

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12-

--

(150

92)

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2021

7)(1

0120

217)

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Smt N

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4492

223

28-

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(308

3)(8

9642

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3)(-4

2594

)

Smt U

rmila

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hari

--

--

--

(536

)(1

4860

2)(1

4860

2)-

Anus

hka

Bene

fit T

rust

--

3131

167

3116

7-

-(1

3)(1

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nefit

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rust

--

2626

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9)(1

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Sahi

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(19)

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(186

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Tosh

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--

1220

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-(1

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(636

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K K

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-(3

3000

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(330

0023

)-


68

Note Particulars For the For the For the

year ended year ended year ended

31 March,2018 31 March, 2017 01 April, 2016

24.27 Earnings per share

Basic

Continuing operations

Net profit / (loss) for the year from continuing operations 1,18,51,325 46,93,828 1,31,56,035

Less: Preference dividend and tax thereon - - -

Net profit / (loss) for the year from continuing operations 1,18,51,325 46,93,828 1,31,56,035

attributable to the equity shareholdes

Weighted average number of equity shares 50,00,000 50,00,000 50,00,000

Par value per share 10 10 10

Earnings per share from continuing operations - Basic 2.37 0.94 2.63

24.28 Deferred tax (liability) / asset

Tax effect of items constituting deferred tax liability

On difference between book balance and tax balance offixed assets 2,18,628 1,62,841 1,36,399

Tax effect of items constituting deferred tax liability 2,18,628 1,62,841 1,36,399

Tax effect of items constituting deferred tax assets

Provision for compensated absences, gratuity and otheremployee benefits 7,51,017 8,44,251 8,22,174

Brought forward business losses 0 0 0

Tax effect of items constituting deferred tax assets 7,51,017 8,44,251 8,22,174

Net deferred tax (liability) / asset 5,32,389 6,81,410 6,85,775

The Company has recognised deferred tax asset on unabsorbed depreciation to the extent of the corresponding deferred taxliability on the difference between the book balance and the written down value of fixed assets as per Income Tax. The Companyhas recognised deferred tax asset on unabsorbed depreciation and brought forward business losses.

24.29 IFRS: First Time Adoption of International Financial Reporting Standards

Financial Year 2017-18 is the First Year for Implementation of Indian Accounting Standards from the GenerallyAccepted Accounting Priniciples in India for the Company.


69

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tes

form

ing

par

t o

f th

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nan

cial

sta

tem

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nd

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24.3

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me

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Com

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Inte

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51


70

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Seg

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Una

lloca

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liabi

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Tota

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(Com

mon

)-

30

20

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Oth

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nfor

mat

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Cap

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nditu

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-

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reci

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d A

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/ C

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--

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reci

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--

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71

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cial

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93

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Inte

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37

Ope

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3.8

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Pro

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Tax

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72

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f th

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nan

cial

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tem

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78

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58

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)2

78

8.6

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28.9

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28

58

.91

Seg

men

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bilit

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85

2.4

80.

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85

8.5

5

Una

lloca

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liabi

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20

00

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Tota

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bilit

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(Com

mon

)2

85

8.9

1

Oth

er i

nfor

mat

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Cap

ital

expe

nditu

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--

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Cap

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--

--

-16

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Dep

reci

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(allo

cabl

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omm

on)

-

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reci

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15.5

1

Oth

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igni

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Allo

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give

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-

Oth

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n-ca

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pens

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unal

loca

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-


73

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tes

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76

Vide our report of even dated FOR & ON BEHALF OF THE BOARD of Directors of CIL SECURITES LTD

for Sridhar Jhawar & Associates K K MaheshwariChartered Accountants Managing Director

DIN:00223241

CA Sridhar Jhawar A K InaniProprietor Director - Finance & CFOM.No.239116 & FR NO:016921S DIN: 00223069

PLACE: HYDERABAD Govind ToshniwalDATE:22.05.2018 Company Secretary

CIL SECURITIES LIMITEDANNEXURE: DETAILS OF INVESTMENTS AS AT 31st MARCH, 2018

NAME OF THE SCRIP Nos As At Market N o s As At M a r k e t N o s As At M a r k e t31.03.2018 value as on 31.03.2017 value as on 31.03.2016 value as onCost Price 31.03.2018 Cost Price 31.03.2017 Cost Price 31.03.2016

R s . R s . R s . R s . R s . Rs.A. In Other Companies (Quoted)

Equity SharesASHOK LEYLND 0 0 0 52000 4366487 4396600 0 0 0BALRAMPUR C 0 0 0 0 0 0 20000 1899004 2157000BHARAT FINAN INCLUSION 0 0 0 3000 2439878 2425200 0 0 0BSE LIMITED 0 0 0 2000 2044849 1955300 0 0 0CHEMF ALKAL 0 0 0 5000 1447761 1449750 0 0 0CENTURYPLY 0 0 0 0 0 0 6000 1035295 1025100COFFEE DAY 0 0 0 0 0 0 3000 838909 676350COSMO FILMS 0 0 0 0 0 0 3000 807002 871950CYIENT LTD 0 0 0 0 0 0 2000 813993 853400COROMANDEL INTL 0 0 0 20000 6651437 6237000 0 0 0DCB BANK 0 0 0 0 0 0 10000 780002 792500DATAMATICS 0 0 0 50000 6722825 6335000 0 0 0DIVI'S LAB 0 0 0 5000 3138409 3119250 0 0 0EVERYDAY 0 0 0 0 0 0 5000 1185249 1162000ENGINEERS IN 0 0 0 40000 5757264 5758000 0 0 0FINOLEX IND 0 0 0 0 0 0 5000 1796175 1820750HINDALCO IN 0 0 0 0 0 0 10000 832002 879500JINDAL STEEL & POWER 0 0 0 40000 4856126 4840000 0 0 0KEC INTER 0 0 0 0 0 0 30000 3615740 3669000KCP SUGAR INDS 0 0 0 0 0 0 30000 719935 840000KALYANI STEEL 0 0 0 10000 3798468 3613500 10000 1579017 1681500KPIT CUMMIN 0 0 0 10000 1399222 1297000 0 0 0LLOYD ELE 0 0 0 0 0 0 20000 4216545 4880000NATCO PHARMA 0 0 0 0 0 0 6000 2462838 2476200NIIT LTD 0 0 0 0 0 0 30000 2386209 2368500NUCLEU SOF 0 0 0 0 0 0 4000 659194 773400POWERGRID 0 0 0 30000 6088090 5919000 0 0 0PINCON SPIRIT LTD 0 0 0 0 0 0 10000 1155859 1215000POLARIS 0 0 0 0 0 0 10000 2104888 1890500PRAJ INDUSTRIES LTD 0 0 0 0 0 0 30000 2587041 2676000RAYMOND LTD 0 0 0 15000 9636984 9504750 0 0 0RAMCO CEMENT 0 0 0 0 0 0 8000 3258310 3203600SURYALAXMI COTTON 0 0 0 2000 288400 212300 0 0 0UNICHEM LAB 0 0 0 0 0 0 20000 4591451 4420000VASCON ENGINEERS 0 0 0 0 0 0 30000 745006 747000

TOTAL (A) 0 0 0 284000 58636200 57062650 302000 40069665 41079250

B IN OTHER COMPANIES (UNQUOTED)EQUITY SHARESCANARA SECURITIES LIMITED 0 0 75000 300000 190000 760000

TOTAL (B) 0 0 75000 300000 190000 760000GRAND TOTAL (A+B) 0 0 359000 58936200 492000 40829665


77

Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management andAdministration) Rules, 2014]

Name of the Company: CIL SECURITIES LIMITEDRegistered Office : 214, Raghava Ratna Towers, Chirag Ali Lane, Abids,

Hyderabad - 500001, Telangana, Phone: 040- 2320 3155 / 2465E-mail: [email protected] ; website: www.cilsecurities.com

CIN: L67120TG1989PLC010188Name of the member (s): .........................................................................................................................................................Registered address: ...............................................................................................................................................................E-mail Id: ..................................................................................................................................................................................Folio No/ Client Id & DP ID: ...............................................................................................................................................................

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name: ……………………….............................................……………………….............................……………………

Address: …………………………………………………………………………………….....................................………

E-mail Id : .................................................................................................................................................................

Signature: …………………………………………………………………………., or failing him

2. Name: ……………………….............................................……………………….............................……………………

Address: …………………………………………………………………………………….....................................………

E-mail Id : .................................................................................................................................................................

Signature: …………………………………………………………………………., or failing him

3. Name: ……………………….............................................……………………….............................……………………

Address: …………………………………………………………………………………….....................................………

E-mail Id : .................................................................................................................................................................

Signature: ………………………………………………………………………….,

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the members

of CIL SECURITIES LIMITED to be held on, Saturday, the 29th Day of September, 2018 at 11.00 A.M. at 608, Raghava Ratna

Towers, North Block, Chirag Ali Lane, Abids, Hyderabad -500 001, Telangana and at any adjournment thereof in respect of

such resolutions as indicated below:

S.No Resolutions

1. Adoption of Financial Statements for the year ended March 31, 2018

2. Approval of Dividend for the year ended March 31, 2018

3. Re-appointment of Smt Pramila Maheshwari, who retires by rotation

4. Re-appointment of Shri A K Inani, who retires by rotation

5. Ratification of Appointment of M/s Sridhar Jhawar and Associates for FY 2018-19

6. Re-appointment of Shri A K Inani as Whole Time Director and CFO for a term of 5 years

7. Re-appointment of Shri Piyush Modi as Whole Time Director for a term of 5 years

Signed this………..……… day of…..… 2018Signature of shareholderSignature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at theRegistered Office of the Company, not less than 48 hours before the commencement of the Meeting.

AffixRevenueStamp of

notless than` 0.15

MEMBERS ARE REQUESTED TO BRING THEIR COPIES OF ANNUAL REPORT ALONG WITH THEM AT THE ANNUAL GENERAL MEETING.

��

�


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LANK


79

CIL SECURITIES LIMITEDRegd. Office: 214, Raghava Ratna Towers, Chirag Ali Lane, Abids

Hyderabad -500001, Phone: 040- 2320 3155 / 2465E-mail: [email protected] ; website: www.cilsecurities.com

CIN: L67120TG1989PLC010188

Attendance Slip(Only shareholders or proxies will be allowed to attend the meeting)

Registered Folio No /DP ID / Client ID

Name of the Shareholder /Joint Holder / Proxy

Address of the Shareholder

No. of Shares held

Class Equity

I/We hereby record my/our presence at the 29th Annual General Meeting of the Company held onSaturday, the 29th Day of September, 2018 at 11.00 AM at 608, Raghava Ratna Towers, North Block,Chirag Ali Lane, Abids, Hyderabad - 500001.

Signature of the Member /Joint Holder/Proxy attending the meeting

Note: Shareholders attending the meeting in person or by proxy are requested to complete theattendance slip and hand it over at the entrance of the meeting venue

��

�


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LEFT INTENTIO

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LANK


81

CIL Securities Limited214 Raghava Ratna Towers, Chirag Ali Lane, Abids, Hyderabad - 500 001

Phone Nos. 040-2320 3155; 2320 2465, Fax : 040-2320 3028; Email ID : [email protected] : L67120TG1989PLC010188

IMPORTANT & URGENTFOR YOUR IMMEDIATE ACTION

Dear Shareholder/s,

Sub : Mandatory updation of PAN and Bank Details against your holding

&

Transfer of Shares in Dematerialized form only w.e.f. 05th Dec, 2018

Pursuant to SEBI Circular Dated 20th April'2018, Shareholders whose Ledger Folios do not have or having incomplete detailswith regard to PAN and Bank particulars are required to compulsorily furnish the details to the RTA / to the Company forregistration in the Folio. As per the records with RTA / Company, your Folio needs to be updated with the PAN / complete BankDetails so that the investments held by you will be fully protected with proper KYC Compliance.

ACTION REQUIRED FROM YOU :

You are requested to submit the following documents in order to update your PAN / Bank Account Details immediately onreceipt of this letter.

♦ Enclosed format duly filled-in and signed by all the Shareholder/s

♦ Self attested copy of PAN Card of all the holders

♦ Cancelled Cheque Leaf with name [if name is not printed, self attested copy of the Pass Book first page]

♦ Address Proof [self attested Aadhar Card]

In case you have any queries or need any assistance in this regard, please contact :

M/s. CIL Securities Limited214 Raghava Ratna TowersChirag Ali Lane, Abids, Hyderabad - 500 001Phone Nos. 040-2320 3155; 2320 2465Email ID : [email protected]

Further you are requested to note that pursuant to SEBI amendment notification dated: 8th June, 2018 amending Reg 40 ofSEBI (LODR) Regulations, 2015, no transfer of shares in physical form will be entertained w.e.f 5th Dec, 2018 and all transferof shares shall be in Dematerialized form only.

In order to demat the shares, please contact your DP with whom you have your Demat Account or if you do not have any, youneed to open a demat account first and then dematerialize the shares held by you.

For CIL Securities Limited

Sd/-

Govind Toshniwal

Company Secretary


82

CIL SECURITIES LIMITEDROUTE MAP TO THE VENUE OF AGM

TO BE HELD ON 29TH SEPTEMBER, 2018AT 608, RAGHAVA RATNA TOWERS, NORTH BLOCK,

CHIRAG ALI LANE, ABIDS, HYDERABAD-500001


83

FORMAT FOR FURNISHING THE PAN AND BANK DETAILSRef : CILSEC/SEC/06/2018

ToCIL Securities Limited214 Raghava Ratna TowersChirag Ali Lane, AbidsHyderabad - 500 001

Dear Sir / Madam,

UNIT :

I/We furnish below our Folio details along with PAN and Bank mandate details for updation and confirmation for doing theneedful. I/We are enclosing the self attested copies of PAN Card/s of all the holder/s, original Cancelled Cheque Leaf /Bank Pass Book and address proof viz., Aadhar Card as required for updation of the details.

Folio No.

Address of the First named Shareholder as per theShare Certificate/s

Mobile No.

Email ID (In order to receive all future correspondence/smade by the Company through mail only)

Bank Account Details : [for Electronic Credit of UnpaidDividend and all future Dividends]

Name of the Bank

Name of the Branch

Account No.[as appearing in your Cheque Book]

Account Type [Saving / Current / Cash Credit]

9 Digit MICR No. [as appearing on the MICR Chequeissued by the Bank]. Please enclose a photocopy of aCheque for verification

11 Digit IFSC Code

PAN No. Name SignatureFirst Holder

Joint Holder 1

Joint Holder 2

Date :

Place :

PS: The above details will not be updated if the supporting documents are not attached and not duly signed by all theShareholder/s.


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LEFT INTENTIO

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LANK

BY - COURIER / REGISTERED POST

If undelivered, please return to :CIL Securities Limited214, Raghava Ratna Towers,Chirag Ali Lane Abids, Hyderabad- 500001

Ill =e[uriEies LtdBudhi Prakash Toshniwal Pramila Maheshwari F.R. Bhote Stakeholder’s Relationship...

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Transcript of Ill =e[uriEies LtdBudhi Prakash Toshniwal Pramila Maheshwari F.R. Bhote Stakeholder’s Relationship...