Directors Report of CIL Securities Ltd.

Mar 31, 2024

The Board of Directors is pleased to present the company''s 35th Annual Report along with the Audited financial statements, for the financial year ended on 31st March, 2024.

FINANCIAL HIGHLIGHTS

The summary of the Company''s financial results for the financial year ended on 31st March, 2024 is furnished below:

(Rs. in Lakhs)
Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue from operation	1,053.39	972.36
Other Income	1.71	4.14
Total Income	1,055.10	976.50
Total Expenses	670.19	657.10
Profit Before Tax	384.91	319.40
Less: Current Tax	95.32	79.38
Current Tax relating to Previous Year	-	(19.34)
Deferred Tax	1.28	(0.22)
Profit After Tax	288.31	259.58
EPS:
Basic	5.76	5.19
Diluted	5.76	5.19

The Company''s Profit after Tax for the year is Rs. 288.31 Lakhs compared to Rs. 259.58 Lakhs in the previous year. This represents the improved operational efficiency of the company during the year 2023-24.

DIVIDEND

With a view to conserve the resources of the Company, your Directors do not recommend dividend for the financial year ended on 31st March, 2024.

AMOUNT TRANSFERRED TO RESERVES:

Your Directors proposed to transfer amount of Rs. 28.83 Lakhs to General Reserve for the Financial Year ended on 31st March, 2024. An amount of Rs. 259.48 Lakhs is retained in the retained earnings.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred between the end of the financial year of the Company and the date of this report.

STATE OF THE COMPANY''S AFFAIRS

The Financial Year 2023-24 has proven to be extremely favorable for the financial markets, particularly the equity market segments. This period saw substantial gains across leading indices, with the most prominent index, the NIFTY-50, achieving an impressive 28.6% growth. The NIFTY-50 rose from a close of 17,359.75 in year 2023 to 22,326.90 at the end of this financial year.

In addition to the NIFTY-50, several other indices representing mid-cap, small-cap, micro-cap, and various sectoral and thematic equity baskets outperformed the NIFTY by significant margins. This widespread buoyancy in the secondary markets directly benefitted our company, given our primary business activity as a direct intermediary in this segment. Our performance across most financial parameters has been robust, as detailed in the Profit & Loss Account section of this Annual Report.

Throughout the year, the markets faced numerous challenges, including macroeconomic and geopolitical issues that frequently tested the market''s resilience. Despite these challenges, the core economies, particularly those in well-developed regions led by the US, showed solid growth. This growth was driven by emerging technologies in the AI and cloud computing spaces. The job market in the US remained strong, bolstered by new opportunities in the IT sector''s technological advancements.

Domestically, our economy maintained strong

momentum, particularly in the infrastructure and real estate sectors, which experienced significant growth, leading to a boom in real economy asset classes. This economic activity was mirrored in our tax collection numbers, with GST collections showing a continuous upward trend and reaching an unprecedented milestone of over two lakh crores in March.

During the financial year 2023-24, our company has earned operational revenue of Rs. 1,053.39 Lakhs and Profit After Tax (PAT) is Rs. 288.31 Lakhs, resulting in an Earnings Per Share (EPS) of Rs. 5.76.

Financial Year 2023-24 has been a year of encouraging performance of the company, driven by favorable market conditions and strategic positioning in the financial market intermediary space.

We look forward for scaling new heights in future too.

BUSINESS OUTLOOK FOR THE YEAR 2024-25

Continuing with the new found buoyancy in the securities dealing businesses, your company is comfortably positioned to achieve a decent growth in the year ahead. With the markets too showing a fresh tendency to overlook the challenges from the Geopolitical equations, from time to time, we have already seen a very encouraging beginning to this new financial year. While the Global Markets continue to present a pretty picture on overall Macro basis, the hard core local issues, have added new dimension of positivity to the Financial Markets and is likely to emerge stronger & throw up humongous opportunities to the Financial Intermediary players like us.

We are all geared up to tap these opportunities & envisage a robust outlook for the Financial year 202425.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Company''s state of affairs and various business aspects including market conditions, business opportunities, challenges etc. contained in the Management Discussion and Analysis Report, which forms integral part of this Annual Report.

SHARE CAPITAL

The paid-up share capital of the company as on 31^st March, 2024 is Rs. 500 Lakhs. During the Financial Year 2023-24, the Share Capital of the Company has remained unchanged.

ANNUAL RETURN

Annual Return in Form MGT-7 is available on the Company''s website, the web link for the same is www.cilsecurities.com.

NUMBER OF BOARD MEETINGS

During the financial year, four board meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Details of meetings held during the year are as follows:

Sl. No.	Date of Meeting
1.	25th April, 2023
2.	4th August, 2023
3.	21st October, 2023
4.	27th January, 2024

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR 2023-24A. RETIREMENT OF DIRECTORS BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Pramila Maheshwari and Mrs. Ashok Kumar Inani, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

B. CHANGE IN KEY MANAGERIAL PERSONNEL AND BOARD OF DIRECTORS:

During the year under review, there was no change in key managerial personnel and composition of the Board of Directors of the company.

However, the Board at its meeting held on 26^th April, 2024 has noted completion of tenure of Mr. Budhi Prakash Toshniwal and Mr. Feroz Russi Bhote as Independent Directors of the Company and has appointed Mr. Om Prakash Jagetiya and Mr. Santosh Kumar Rathi as Additional Directors (category -Independent) of the Company w.e.f. 27^th April, 2024 subject to member''s approval in the ensuing AGM.

NOMINATION, REMUNERATION AND EVALUATION POLICY

The Nomination, Remuneration and Evaluation Policy of the Company, adopted by the Board in accordance with the provisions of Section 178(3) of the Act based on the recommendations made by the Nomination and Remuneration Committee, lays down criteria for:

i. determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director;

ii. appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management;

iii. determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and

iv. evaluation of the performance of the Board and its constituents.

The Company has uploaded the Nomination, Remuneration and Evaluation Policy on its website on www.cilsecurities.com.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The annual performance evaluation of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole (including its Committees) was carried out on 27^th January, 2024 in the manner given below:

i. Performance evaluation of the Independent Directors was done by the entire Board (excluding the Director being evaluated);

ii. Independent Directors, in their separate meeting, reviewed the performance of the NonIndependent Directors and the Board as a whole (including its Committees); and

iii. Independent Directors, in their separate meeting, also reviewed the performance of the Chairman after taking into account the views of all the Directors.

The Nomination and Remuneration Committee reviewed the results of the annual performance evaluation carried out in the financial year 2023-24 and expressed overall satisfaction on the performance of the Independent Directors, Non Independent Directors, Chairman and the Board as a whole (including its Committees). Accordingly, no corrective action was proposed to be taken pursuant to such evaluation results.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure I to this Report.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Our definition of ''Independence'' of Directors is derived from Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act and rules framed thereunder. The Independent Directors have also submitted a declaration that they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations.

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on 31^st March, 2024:

a) Mr. Budhi Prakash Toshniwal and

b) Mr. Feroz Russi Bhote AUDITORS

i. Statutory Auditor''s Report

During the year under review, the Auditors have not made any qualification, reservation or adverse remark or disclaimer in their Report on the financial statements of the Company and a declaration to this has been attached with this report. There was no instance of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

ii. Statutory Auditors

At the 33^rd Annual General Meeting (''AGM'') held on 17^th June, 2022, M/s. Ramkishore Jhawar and Associates, Chartered Accountants (FRN: 003016S), was appointed as the Auditors of the Company for a period of five years from the conclusion of the said AGM. M/s. Ramkishore Jhawar and Associates will complete his present term on conclusion of 38^th AGM. Ratification of their appointment by members in every Annual

General Meeting (AGM) is done away by Companies Amendment Act, 2017. Hence, no resolution to this effect is proposed in the Notice calling AGM.

iii. Internal Auditors

Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 26^th April, 2024 reappointed M/ s. Niranjan & Narayan, Chartered Accountants (FRN: 005899S) as the Internal Auditors of the Company for the financial year 2024-25.

iv. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on 26^th April, 2024 re-appointed Mr. Govind Toshniwal, Practicing Company Secretary as Secretarial Auditor for the financial year 2024-25.

A) Secretarial Audit Report

The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended 31^st March, 2024 is set out in Annexure II to this Report.

B) Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended 31^st March, 2024 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. Govind Toshniwal, Practicing Company Secretary has been submitted to the Stock Exchange within 60 days of the end of the Financial Year and same is set out in Annexure III to this Report.

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

The Company has not given any loan or given any guarantee or provided securities during the financial year 2023-24. The particulars of Investments made during the financial year ended 2023-24 is provided in Notes to Financial Statements in Note No. 2 and 4.

DETAILS RELATING TO DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Section 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the Financial Year 2023-24. Further, there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Related Party transactions that were entered during the financial year were on Arm''s Length Basis and were in the Ordinary Course of Business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management and their relative, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.cilsecurities.com.

WHISTLE BLOWER / VIGIL MECHANISM POLICY

Pursuant to the provisions of section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company at www.cilsecurities.com.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has well established procedures for Internal Financial Control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The Internal Audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE

Adequate Insurance cover has been taken for properties of the Company including Buildings, Computers, Office Equipment''s, Vehicles, etc.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO, INFORMATION UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013

The Company is not required to furnish information under the head ''Conservation of Energy'' as required under The Companies (Accounts) Rules, 2014.

The Company uses electric energy for its equipment''s such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken for economic consumption and to conserve the same. Technologically updated UPS Systems have also been installed for proper service support.

During the financial year 2023-24, there was no expenditure in foreign currency as Foreign Exchange earnings /outgo.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed;

b. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company

for that period;

c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

f. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) of the Listing Regulations, Corporate Governance Report containing the details as required under Schedule (V)(C) of the said Regulations is annexed hereto and forms an integral part of this Report.

DEPOSITORY SYSTEM

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

As on 31^st March, 2024, a total of 49,43,694 Equity shares of the Company, which forms 98.87% of the Share Capital of the Company, stands dematerialized.

DEVELOPMENT AND IMPLEMENTAION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in this report in Management discussions and Analysis section.

TRANSFER OF DIVIDEND/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In accordance with the provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund ("IEPF"). Accordingly, an amount of Rs. 53,189 (Rupees Fifty-

Three Thousand One Hundred and Eighty-Nine Only) being dividend for the financial year 2015-16 lying unclaimed for a period of 7 years was transferred by the Company during the financial year 2023-24 to the IEPF.

Pursuant to Section 124(6) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), the Company is, also, required to transfer all shares in respect of which dividend has not been claimed for 7 (Seven) consecutive years or more to the IEPF Authority.

Accordingly, 7,107 (Seven Thousand One Hundred and Seven) shares relating to financial year 2015-16 have been transferred by the Company during the financial year 2023-24 to the IEPF Authority.

Accordingly, the Members are hereby informed that the 7 Years period for payment of the dividend pertaining to Financial Year 2016-2017 will expire on 3^rd November, 2024 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government.

The Due dates for the transfer of Dividends to Investor Education and Protection Fund (IEPF) pertaining to previous financial years are given Table 1.

COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY

The Company does not have the net worth of Rs. 500 Crore or more, or turnover of 1,000 Crore or more, or a net profit of Rs.5 Crore or more during the financial year 2023-24. Hence, Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is

not applicable and the Company need not adopt any Corporate Social Responsibility Policy.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the period under review, there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing in shares of the Company, as well as the consequences of violation.

The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website i.e. www.cilsecurities.com.

SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Table 1
Sr.No.	Financial Year	Date of Declaration of Dividend	Last Date of Claiming Dividend
1	2016-17	28.09.2017	03.11.2024
2	2017-18	29.09.2018	04.11.2025
3	2018-19	30.09.2019	05.01.2026
4	2019-20	No Dividend
5	2020-21	No Dividend
6	2021-22	No Dividend
7	2022-23	No Dividend

LISTING ARRANGEMENTS

The Company''s shares are listed on BSE Limited. The Company has paid the annual listing fees for the financial year 2024-25 to the abovementioned Stock Exchange in the prescribed timelines.

THE DETAILS OF APPLICATIONS MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 in respect of the company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF

This clause is not applicable to the Company for the year 2023-24.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full-fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.

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Mar 31, 2015

Dear Members,

The Directors present the 26th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2015.

Financial Results

The Financial performance of the Company for the Financial Year ended 31st March, 2015 is summarized below:

(Rs in Lacs)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Total Revenue 502.47 325.44

Profit before Interest, Depreciation & Tax 144.90 52.54

Profit before Depreciation and Tax 144.77 52.29

Depreciation 15.33 13.67

Profit Before Tax 129.24 38.62

Less: Provision for Tax (Net) 12.94 1.11

Profit After Tax 116.30 37.51

Add: Balance Brought Forward from the last year 1008.99 1004.49

Profit available for Appropriation 1125.29 1042.00

Appropriations:

Proposed Equity Dividend 25.00 25.00

Tax on Dividend 5.00 4.25

Transfer to General Reserve 11.65 3.76

Balance carried forward to Balance sheet 1083.64 1008.99

Total Appropriations 1125.29 1042.00

The Company's Profit after Tax is Rs. 116.30 Lacs (Previous Year Rs. 37.51 Lacs). The Board recommends transfer of a sum of Rs. 11.65 Lacs (Previous Year Rs. 3.76 Lacs) to General Reserve.

DIVIDEND

Your Directors are pleased to recommend the payment of dividend on equity shares @ Rs. 0.50 per share for the financial year ending 31-03-2015. The total dividend together with tax and surcharge there on amount to Rs.30.00 Lacs (Previous year Rs. 29.25 Lacs).

MARKET SCENARIO

The Financial Market was mainly positive during the FY 2014-15 as the markets were buoyed up by a lot of factors that turned positive. The fact that most Financial Markets across the globe have been doing well over the past few quarters, despite several challenging head-winds, helped our markets remain cheerful for the better part of the financial year under review.

Our own internal factors have been quite significant too, in keeping our markets very buoyant in the recent times. The induction of the BJP led NDA Government, being voted to power with an absolute mandate has been the most influential factor in helping our Financial & Capital Markets returning to buoyant times after almost 4 years of prolonged, struggling times. The Markets really made historic moves as the lead Indices on the D-Street galloped to new life-time highs, creating wealth for all types of Investors. The FY 2014-15 will be remembered in the annals of stock markets' history as an rewarding one!

CHALLENGES REMAIN

Despite the optically visible rosy picture the markets' path is froth with stern challenges from various Domestic as well Global quarters. Firstly, the very basic Fundamentals with regard to the Economy continue to see several headwinds. The very basic growth factors, measured in terms of GDP numbers remain subdued at barely above the 6% mark while the desired levels of 8% remain distantly evasive. The Inflation levels have cooled off but the Core Inflation levels on the Consumer Index still is not comforting enough for the RBI to trigger aggressive growth measures like slashing Repo- Rates.

Some other functional deficiencies in Administrative issues & certain Contentious Taxation Issues have also been spooking the markets at regular intervals. The Retrospective Taxation issues that made debut in 2012 in the form of GAAR & has, somehow, lingered around ever since, has cropped again in the form of MAT claims on certain FIIs, resulting in an air of despondency amongst the FII fraternity, extending the list of serious market concerns. As such, the worries posed by the Natural factors like the probability of a poor Monsoon & the continued stress levels of the Rural Economy were causing serious enough concerns & hurting the markets' sentiments adversely.

Despite the record levels of FOREX Reserves that can boast, the Cross-Currency fluctuations continue to hurt broader interests & is not entirely insulated from the periodic jolts. The anomaly created by the Currency moves is constantly hurting the Exporters (due to weaker Currencies of competing nations) on one hand while the weakening Rupee is threatening the prospective FDI & FII Inflows from developed Economic geographies. Thus, the predicaments of the Finance Ministry are getting accentuated, making them progress cautiously in pursing certain key Economic Reforms. However, the Government's efforts to push through the Reform process, overcoming the legislative hurdles, can be viewed in a positive light.

MARKET MOOD – COUTIOUSLY OPTIMISTIC

Despite the overwhelming list of concerns & niggling worries, our markets present a picture of cautious optimism. Of course, the euphoric fervor of the earlier quarters of this Financial Year have subsided considerably. Despite the fact that the leading Indices the NIFTY & SENSEX hit lofty levels at 9100 & 30K respectively, recorded in the first week of March, the events over the next couple of months has resulted in bringing these major Indices into a negative territory for the Calendar Year 2015. Indian Markets slipped into the red even as most leading Global Markets were progressing handsomely, hitting either life-time Highs of multi-Decade Highest levels. This slump had been triggered NOT due to the Economic issues but more due to the external factors that are in the control of certain powers that be.

Despite all these hassles, the Financial Streets do believe that it is just a matter of time before we get our act together. Also, the feeling that the Economy shall pick up pace in the due course is seldom lost amongst the players' fraternity. The Long term growth fundamentals of our Economy & the remarkably high levels of entrepreneurship spirits of our Corporate Entities is unquestionably liked by most leading Global Institutional Investors. The remarkable maturity displayed by our Domestic Institutions in recent times can be seen as a hugely positive take-away. Even the Mutual Fund fraternity seems to be now enjoying the confidence of a much larger sections of retail Investors. The role of MF's in the coming up times is most likely to be much more valuable. The outlook for the markets is certainly positive, even if a bit cautiously.

SHARE CAPITAL

During the Financial Year 2014-15, the share capital of the Company has remained unchanged

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed with this report.

NUMBER OF BOARD MEETINGS

The Details of the number of meetings of the Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 Shri K K Maheshwari and Shri Piyush Modi, retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

During the year the following directors have resigned w.e.f the closure of business hours of 07.02.2015:

1. Shri M P Murhy

2. Shri V.B.Purnaiah

3. Shri Ram Nivas Joshi

Your Directors place on record their appreciation of the valuable contribution made by the retired directors of your Company.

Shri Budhi Prakash Toshniwal has been appointed as the Additional Director of the Company w.e.f 07.02.2015. His appointment has been ratified in the EGM held on 23rd March, 2015

The Board on 7th Feb, 2015 appointed Shri Govind Toshniwal, as Company Secretary of the Company.

The Members of the Company on 23rd March, 2015 appointed Shri A K Inani, Director Finance of the Company as CFO of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors Appointment

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and the listing agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to Key Managerial Personnel, Senior Executives, Managers and staff is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

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

REMUNERATION RATIO OF THE DIRECTOS / KEY MANAGERIAL PERSONNEL

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 and Companies (Particulars of Employees) Rules 1975, in respect of employees of the Company and Directors is furnished hereunder:

A) Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for the Financial Year 2014-15 as follows:

S. No Name Remuneration Paid in the Ratio / Times per Median FY 2014-15 in Rs. of employee remuneration

1 Shri Krishna Kumar Maheshwari 13,97,886/- 6.33

2 Shri Piyush Modi 6,00,000/- 2.72

3 Shri Ashok Kumar Inani 9,42,464/- 4.27

The aforesaid details are calculated on the basis of remuneration for the financial year 2014-15. Median remuneration of the Company for all its employees is Rs 220667/- for the Financial Year 2014-15.

B. Details of percentage increase in the remuneration of each Director and CFO and Company Secretary in the Financial Year 2014-15 are as follows:

Name Designation Remuneration in Rs. Increase % 2014-15 2013-14

Shri Krishna Kumar Maheshwari Managing Director 13,97,886/- 13,95,152/- 0.20

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

Shri Ashok Kumar Inani Director Finance/ CFO 9,42,464/- 8,99,343/- 4.80

Shri Govind Toshniwal Company Secretary 67,002/- NA NA*

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

* For part of the current year only

C. Percentage increase in the median remuneration of all employees in the financial year 2014-15:

Particulars 2014-15 2013-14 Increase / (decrease)%

Median remuneration of all Rs. 220667/- Rs. 234918/- (6.06) employees per annum

D. Number of permanent employees on the rolls of the Company as on 31st March, 2015 are 26 and as on 31st March, 2014 are 28.

E. Explanation on the relationship between average increase in remuneration and Company performance:

The Increase in average remuneration of all employees in the financial year 2014-15 as compared to the financial year 2013- 14 was 11.67%.

The Key indices of Company's performance is as follows:

Amount in Lacs

Particulars 2014-15 2013-14 Growth %

Net Revenue from operations 502.47 325.44 54.40

Profit Before Tax and exceptional itmes 129.24 38.62 234.64

Profit After Tax 116.30 37.51 210.05

Your Company is committed in ensuring fair pay and a healthy work environment for all its employees. Your Company offers competitive compensation to its employees. The pay also incorporates external factors like cost of living to maintain concurrence with the environment. Internal equity is ensured by appropriate fitment at the time of the employee joining a particular cadre and grade. The fixed pay for an employee depends on his/ her performance against the objectives set for the year.

Thus, there will be a positive correlation in the increase in remuneration of employees and your Company's performance, however, a perfect correlation will not be visible given the dependency on the other factors.

F. Comparison of the remuneration of the Key Managerial Personnel against the performance of your Company:

The remuneration of Key Managerial Personnel increased by around 3.75% in 2014-15, compared to 2013-14, whereas the Profit Before Tax and exceptional items increased by 234.64% in 2014-15, compared to 2013-14.

G. Details of Share price and market capitalization:

The details of variation in the market capitalization and price earnings ratio as at the closing date of the current and previous financial years are as follows:

Particulars As on 31st March 2015 As on 31st March 2014 Increase / Decrease %

Price Earnings ratio 14.14 9.36 51.09

Market Capitalisation (in Crores) 8.20 4.01 104.49

Comparison of share price at the time of first public offer and market price of the share of 31st March, 2015:

Market Price as on 31st March, 2015 16.40

Price at the time of initial public offer in 1995 10.00

% increase of Market price over the prices at the time of initial public offer 64

Closing share price on BSE has been used for the above tables.

H. Comparison of average percentage increase in salary of employees other than the key managerial personnel and the percentage increase in the key managerial remuneration:

Particulars 2014-15 2013-14 Increase %

Average Salary of all the Employees (Other than KMP) 3,11,513/- 2,19,255/- 42.01

Salary of Key Managerial Personnel Managing Director 13,97,886/- 13,95,152 0.20

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

Director Finance / CFO 9,42,464/- 8,99,343/- 4.80

Company Secretary 67,002/- - NA

The increase in remunerations of employees other than the managerial personnel is in line with increase in remuneration of managerial personnel

I. Key parameters for the variable component of remuneration paid to the Directors:

The key parameters for the variable component of remuneration to the Directors are decided by the Nomination and Remuneration Committee in accordance with the principles laid down in the Nomination and Remuneration Policy.

J. There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

K. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of the Company.

REPLY TO AUDITOR'S OBSERVATIONS:

STATUTORY AUDITOR'S REPORT

The observations made in the Statutory Auditor's Report, read together with the relevant notes thereon are self explanatory and hence, do not call for any comments.

SECRETARIAL AUDITOR'S REPORT

1) Appointment of KMP as per Companies Act, 2013 was complied within the Financial Year after identification of proper person by the Board.

2) Considering broad based circulation of information through stock exchange, these were intimated within the stipulated time frame. However the board has noted for other regulatory requirements

STATUTORY AUDITORS

M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company hold office until the conclusion of 28th Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of Companies Act, 2013. Accordingly the said Auditors can be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

INTERNAL AUDIT

Raju and Prasad, Chartered Accountants, Hyderabad are the internal auditors of the Company.

SECRETARIAL AUDIT

According to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report

WHISTLE BLOWER / VIGIL MECHANISM POLICY

In pursuance to the provisions of section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company.

RELATED PARTY TRANSACTIONS

Related Party transactions that were entered during the Financial Year were on an Arm's Length Basis and were in the Ordinary Course of Business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management and their relative, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act. 2013 and rules thereunder and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website of the Company.

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

The Company has not given loans, guarantee or provided securities. However, particulars of investments made is provided 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 the Stock Exchange

PUBLIC DEPOSITS

During the year under review the Company has not accepted any public deposits.

INTERNAL COMPLAINTS COMMITTEE

The Company has formed Internal Complaints Committee as per the provision of Sexual Harassment Act (The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, wherein it mandates for every workplace and every employer in charge of a work place with more than 10 workers to constitute an Internal Complaints Committee as prescribed under the Act, for receiving complaints of sexual harassment.

The Company has not received any complaints

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE

Adequate Insurance cover has been taken for properties of the Company including Buildings, Computers, Office Equipments, Vehicles, etc.

STATUTORY INFORMATION

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

The Company is not required to furnish information in Form A under 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 such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken for economic consumption and to conserve the same. Technologically updated UPS Systems have also been installed for proper service support.

During the year under review, the Company does not have any Foreign Exchange earnings however the Company has foreign spendings and spending are fully reimbursed. Hence is not impacting the Financials.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming 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 applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Your Directors affirmed to the requirements set out in the Listing Agreement with the Stock Exchanges and have implemented all the stipulations prescribed.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/ s Ramkishore Jhawar & Associates, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

A Cash Flow Statement for the Financial Year 2014-15 of the Company is attached to the Balance Sheet.

DEPOSITORY SYSTEM

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

As on 15th May, 2015 , a total of 48,61,309 Equity shares of the Company, which forms 97.23% of the Share Capital of the Company, stands dematerialized.

DEVELOPMENT AND IMPLEMENTAION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in this report in Management discussions and Analysis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.

By Order of the Board of Directors of

CIL Securities Limited

K.K. Maheshwari A K Inani

Managing Director Director Finance /CFO

DIN:00223241 DIN: 00223069

Registered office

214, Raghava Ratna Towers

Chirag Ali lane, Abids,

Hyderabad-500 001

Place: Hyderabad

Date: 16.05.2015

---

Mar 31, 2014

Dear Members,

The Directors present the 25th Annual Report and the Audited Accounts for the Financial Year ended 31st March 2014.

Financial Results

The Financial performance of the Company for the Financial Year ended 31st March, 2014 is summarized below:

(Rs in Lacs)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Total Revenue 325.44 440.02

Profit before Interest, Depreciation & Tax 52.54 105.75

Profit before Depreciation and Tax 52.29 105.73

Depreciation 13.67 16.44

Profit Before Tax 38.62 89.29

Less: Provision for Tax (Net) 1.11 26.01

Profit After Tax 37.51 63.28

Add: Balance Brought Forward from the last year 1004.49 976.62

Profit available for Appropriation 1042.00 1039.90

Appropriations:

Proposed Equity Dividend 25.00 25.00

Tax on Dividend 4.25 4.06

Transfer to General Reserve 3.76 6.35 Balance carried forward to

Balance sheet 1008.99 1004.49

Total Appropriations 1042.00 1039.90

The Company''s Profit after Tax is Rs. 37.51 Lacs (Previous Year Rs. 63.28 Lacs). The Board recommends transfer of a sum of Rs. 3.76 Lacs (Previous Year Rs. 6.35 Lacs) to General Reserve.

Dividend

Your Directors are pleased to recommend the payment of dividend on equity shares @ Rs. 0.50 per shares for the financial year ending 31-03-2014. The total dividend together with tax and surcharge there on amount to Rs.29.25 Lacs (Previous year Rs. 29.06 Lacs)

CURRENT MARKET SCENARIO

The Financial Year 2013-14 remained extremely challenging for the entire Financial/Capital markets'' Intermediaries. Coming as it did, after already two bad years in a row this one took a rather heavier toll on the market players. Despite the optic view that things have been improving markedly from the second half of the year, the actual percolation of benefits have not reached the ground levels yet & have certainly not helped improve the struggling Balance Sheets of the players in our category. The process of recovery has been regularly interrupted by several factors from both External sources as well our own Domestic issues. Thus, on a net basis the overall market condition remains quite challenging at this point.

The recovery process in the second half is driven largely by the developments on the Political front and now with the strong emergence of what is seen as a stable, pro-Reforms Government things are expected to improve significantly. It is also known fact that over the last three Financial years our Economy has slumped from high growth zones of -8% GDP to the current levels of barely 4.5% besides high levels of Inflation wherein the CPI Inflation hit levels of up to 12% & the Food prices Inflation hit unheard levels of 18-20%.

By the middle of the FY''2013-14, the Economy had slipped into a near crisis situation with the Current Account Deficit(CAD) hitting almost unmanageable levels @ -70 Billions. The CAD had hit such alarming proportions that at one stage in August it was reported at a whopping 6.7% to the GDP. As a result Rupee slumped to hit levels of nearly Rs.69 to a $ even as fears of an imminent International Rating Agencies'' downgrade loomed large. However, some drastic steps to curb Imports, especially of commodities like Gold helped to improve the situation. All these events with a perceptible lack of policy inactivity had left an extremely uneasy feeling amongst large Investors. However, now that the new Government will be seen acting quickly, the hopes of a turn-around in economy can be hoped earnestly.

Despite the high hopes of markets making a smart recovery & likely to progress well in a new regime, the hopes for Market intermediaries do not look quite so optimistic, at least for the near future. After reeling under heavy pressure situation for over three years now, the Broking Industry remains badly battered. The most adverse factor that remains firmly in tact is the enormous stress levels on margins with the brokerages shrinking to abysmal, almost unviable levels. This situation remains grim & continues to threaten the players endlessly. On the positive side, with Stock valuations regaining some of the older virtues, the hopes that HNI & Corporate Clients'' business will see a traction is the only saving grace.

If stock indices are a true reflection of the sentiments if not the actual status of the Economic affairs, the fact that both the leading Indices the NIFTY & the SENSEX hitting new All- time Highs, with the SENSEX topping the 23K mark & the NIFTY hitting levels of 6870 do indicate that the market sentiments'' have certainly improved in the recent times. With the formation of a new look Government the hopes are indeed high that the Reforms agenda will be placed on a fast-track once again & the high growth days of 7-8% will be re-visited in the near future.

Directors

In accordance with the provisions of Section 152 of the Companies Act 2013 and Article 100 of the Articles of Association of the Company Shri M.P. Murthy and Smt Pramila Maheshwari , retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Auditor''s Report

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

Auditors

M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of Companies Act, 2013. Accordingly the said Auditors can be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

Listing Arrangements

The Company''s shares are listed on BSE LIMITED.

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

Public Deposits

During the year under review the Company has not accepted any public deposits.

Insurance

Adequate Insurance cover has been taken for properties of the Company including Buildings, Computers, Office Equipments, Vehicles, etc.

Statutory Information

(A) Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, Information under Section 217(1)(E) of the Companies Act, 1956.

The Company is not required to furnish information in Form A under 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 such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken for economic consumption and to conserve the same. Technologically updated UPS Systems have also been installed for proper service support.

During the year under review, the Company does not have any Foreign Exchange earnings or outgo.

(B) Particulars of Employees

Pursuant to provisions of Section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, none of the employee of the Company has been paid remuneration exceeding Rs.60 Lacs per annum or part thereof.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:- '' In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

- Appropriate Accounting Policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the said period;

- Proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Annual Accounts have been prepared on the basis of a going concern basis.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. Your Directors affirmed to the requirements set out in the Listing Agreement with the Stock Exchanges and have implemented all the stipulations prescribed.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/ s Ramkishore Jhawar & Associates, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

A Cash Flow Statement for the Financial Year 2013-14 of the Company is attached to the Balance Sheet.

Depository System

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

As on 16th May, 2014 , a total of 4858409 Equity shares of the Company, which forms 97.17 % of the Share Capital of the Company, stands dematerialized.

Acknowledgement

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.

Place: Hyderabad By Order of the Board of Directors of

Date: 17.05.2014 CIL SECURITIES LMITED

KK Maheshwari

Chairman & Managing Director

Registered office

214, Raghava Ratna Towers

Chirag Ali lane, Abids,

Hyderabad-500 001

---

Mar 31, 2012

The Directors present the 23rd Annual Report and the Audited Accounts for the financial year ended 31st March 2012.

Financial Results

The Financial performance of the Company for the Financial Year ended 31st March, 2012 is summarized below:

(Rs. in Lakhs)

Particulars Year Ended Year Ended 31.03.2012 31.03.2011

Total Revenue 487.68 616.16

Profit before Interest, Depreciation & Tax 96.23 129.92

Profit before Depreciation and Tax 96.23 129.73

Depreciation 21.97 27.38

Profit Before Tax 74.26 102.35

Less: Provision for Tax (Net) 7.68 0.10

Profit After Tax 66.58 102.25

Add: Balance Brought Forward

from the last year 945.84 911.89

Profit available for Appropriation 1012.42 1014.14

Appropriations:

Proposed Equity Dividend 25.00 50.00

Tax on Dividend 4.06 8.30

Transfer to General Reserve 6.75 10.00 Balance carried forward to

Balance sheet 976.61 945.84

Total Appropriations 1012.42 1014.14

The Company's Profit after Tax is Rs.66.58 Lacs (Previous Year Rs. 102.25 Lacs). The Board recommends transfer of a sum of Rs.6.75 Lacs (Previous Year Rs.10.00 Lacs) to General Reserve.

Dividend

Your Directors are pleased to recommend the payment of dividend on equity shares @ 0.50 Rs. per share for the financial year ending 31-03-2012.The total dividend together with tax and surcharge there on will absorb Rs. 29.06 Lacs (Previous year Rs. 58.30 Lacs)

MARKETS' SCENARIO:

The Financial year 2011-12 witnessed an extreme turbulence in markets & Economies across the globe as bad news from almost all corners across the world kept striking the Financial Markets, relentlessly right through the year. As it were, it turned out to be an year when nothing went right for the Economy as a whole.

The roots of the most problems were sown in the FY'11 itself wherein early signals of slowing growth in India's GDP were visible even as the core inflation was raising its ugly head. The much hyped about infrastructure boom touted around for the past 4-5 years is actually turning out to be a bug-bear of our Banks especially the PSU Banks. Much of the lending done to this sector, besides that of others like Aviation & several other Commodity Industries is fast converting into Bad Assets even as the Bankers are trying hard to shield them under the guide of Restructured Loans. Further, many renowned Banks are hard pressed to maintain Capital Adequacy & are depending on the Government for Capital Infusion.

Under the circumstances the Capital Markets were, decidedly in a quandary as they slipped into tail-spin. The Stock Markets remained the worst hit as not only the valuations but the

Investor's participation kept on declining at an alarming pace. Dream stocks took no time at all to be re-rated as Nightmares even as Blue-chips started bleeding.

The SENSEX from Highs of 19K in early July slumped over 20% to hit 15K in late December while NIFTY witnessed an even more damaging 22% fall, from 5,740 to 4,530 levels, during the same period. What is worse, several prominent non- Index stocks lost 40-50% or even more in several cases. It was wealth destruction all the way that resulted in seriously ousting the common Investor from the markets, in many cases its probably for ever.

The meltdown of the stock prices & the resultant mass exodus of the Investors has had a debilitating effect on the Market Intermediaries, in general, and the Stock Broking Community in particular. Already, this Industry has had problems of its own due to the over-crowding which had already left them with wafer-thin margins despite the high operational risks that it is exposed to.

Further, SEBI's stricter rules with regard to span margins further restricted the scope of larger volumes from Individual Clientele. However, SEBI"s initiatives in this regard need to be applauded as it help restrain excessive & indiscriminate exposures. Thus, it might have saved many from potentially higher losses and also helped the settlement cycles to function without too much of hassles.

GLOBAL ISSUES HURTING: The ills of the markets were not an Indian phenomenon alone. There have been serious troubles in many geographies across the globe. In fact, the global troubles were accentuated from the ills of the largest Economy, the US itself where the post 2009 spill-over effects had taken the secondary syndrome effect. The highly stressed Bank resources were further hard pressed to support an Economy which was on the verge of a double-dip Recession. While the global markets were reeling under the influence of the US effects, the Eurozone picked up the malaise and managed to blow up the crisis to newer depths. What started as a Financial stress in Greece soon started to spread to other countries in the zone like Spain, Portugal, Italy etc & soon engulfed the entire Eurozone.

LIQUIDITY GUSH: To fight the situation the western world led by the US itself launched a program to create incremental liquidity by way of Quantitative Easing (QE) where in fresh currency would be printed & infused into the system. The US FED did not stop after the first round of $800B and went ahead with a second round, QE2, of $500B and attempted to fight the crisis. Not to be left behind, the Eurozone countries too resorted to similar action under the two rounds of what it named as LTRO (Long Term Refinance Operation) and pumped in a gush liquidity.

Whether these efforts by the developed Economies have actually worked is a hugely debatable matter as many countries in the Eurozone are still struggling desperately to stay afloat. The situation in the US is certainly a lot better now, as the Market Indices suggest. Yet, the big concern remains whether it is good enough to pull them out from all the ills, let alone have the power to pull-back the Global Economies on to the growth path.

CURRENT SCENARIO: The current scenario is very much a challenging one with a whole lot of concerns. Whether it is the Fiscal Deficit, Current Account Deficit, Inflation, Banking system health or the Tapering growth rate of our Economy – all of them remain systemic risks that can have serious adverse effects. While there are no short cuts to fight these issues, the only way out is for the Government to come out of its self-imposed Policy- Paralysis and take pro-active & bold policy Infinitives which alone can put the system back on the rail. However, the one thing that remains in tact, thankfully, is the great India Growth story, in times to come.

Directors

In accordance with the provisions of Section 255 of The Companies Act, 1956 and Article 100 of the Articles of Association of the Company, Smt Pramila Maheshwari and Shri R. N Joshi, retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

Auditor's Report

The observations made in the Auditor's Report, read together with the relevant notes thereon are self explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956. Auditors

M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Accordingly the said Auditors can be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

Listing Arrangements

The Company's shares are listed on The BOMBAY STOCK

EXCHANGE LIMITED.

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

Public Deposits

During the year under review the Company has not accepted any public deposits.

Insurance

Adequate Insurance cover has been taken for properties of the Company including Buildings, Computers, Office Equipments, Vehicles, etc.

Statutory Information

(A) Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, Information under Section 217(1)(E) of the Companies Act, 1956.

The Company is not required to furnish information in Form A under 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 such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken for economic consumption and to conserve the same. Technologically updated UPS Systems have also been installed for proper service support. During the year under review, the Company does not have any Foreign Exchange earnings or outgo.

(B) Particulars of Employees

Pursuant to provisions of Section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, none of the employee of the Company has been paid remuneration exceeding Rs.60 Lacs per annum or part thereof.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:-

- In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

- Appropriate Accounting Policies have been selected and applied consistently, and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the said period;

- Proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The Annual Accounts have been prepared on the basis of a going concern basis.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. Your Directors affirmed to the requirements set out in the Listing Agreement with the Stock Exchanges and have implemented all the stipulations prescribed.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/ s Ramkishore Jhawar & Associates, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

A Cash Flow Statement for the Financial Year 2011-12 of the Company is attached to the Balance Sheet.

Depository System

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

As on 18.05.2012 a total of 4855309 Equity shares of the Company, which forms 97.10% of the Share Capital of the Company, stands dematerialized.

Acknowledgement

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support and cooperation extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.

By Order of the Board of Directors of

CIL SECURITIES LIMITED

K.K.MAHESHWARI

Chairman & Managing Director Registered office

214, Raghava Ratna Towers Chirag Ali lane, Abids, Hyderabad-500 001 Place : Hyderabad Date : 25th May 2012

---

Mar 31, 2010

The Directors present the 21stAnnual Report and the Audited Accounts for the financial year ended 31st March 2010.

Financial Results

The Financial performance of the Company for the financial year ended 31st March, 2010 is summarized below:

(Rs. in Lakhs)

Particulars Year Ended Year Ended

31.03.2010 31.03.2009

Total Revenue 706.43 691.22

Profit before Interest,

Depreciation & Tax 175.01 86.03

Profit before Depreciation and Tax 174.91 85.84

Depreciation 32.17 38.10

Profit Before Tax 142.74 47.74

Less: Provision for Tax (Net) 12.20 0.55

Profit After Tax 130.54 47.19

Add: Balance Brought Forward

from the last year 852.85 869.16

Profit available for

Appropriation 983.39 916.35

Appropriations:

Proposed Equity Dividend 50.00 50.00

Tax on Dividend 8.50 8.50

Transfer to General Reserve 13.00 5.00

Balance carried forward to

Balance sheet 911.89 852.85

Total Appropriations 983.39 916.35

The Companys Profit after Tax is Rs. 130.54 Lacs (Previous Year Rs.47.19 Lacs). The Board recommends transfer of a sum of Rs. 13.00 Lacs (Previous Year Rs. 5.00 Lacs) to General Reserve.

Dividend

Your Directors are pleased to recommend the payment of dividend on equity shares @ Rs. 1/- per share for the Financial year ending 31-03-2010. The total dividend together with tax and surcharge there on will absorb Rs.58.50 Lacs (Previous year Rs. 58.50 Lacs)

Market Scenario

After a prolonged period of severe turbulence the financial markets across the globe have, turned buoyant, auguring well for the Intermediaries. The hope of further revival of the capital markets depends on how fast the recession hit western worlds economies recover. Fortunately, early signs are beginning to emerge indicating that at least the worse is behind and the developed markets are beginning to respond to the wide range of stimulus packages being provided by the Various central banks across the globe, including our Country too, in coordinated efforts.

It is indeed heartening to note that Indian Markets have successfully de-coupled themselves, to a large extent, and is now emerging strongly as an independent market that holds a lot of promise to the financial and capital market participants. We still have a better growth rates as compared to most other emerging Asian Markets and, India remains a favoured destination for several large Investors and this is good news. The results in general have been encouraging and we expect the market to be buoyant

Directors

In accordance with the provisions of Section 255 of The Companies Act, 1956 and Article 100 of the Articles of Association of the Company, Smt.Pramila Maheshwari and Shri R.N.Joshi retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for reappointment.

Auditors Report

The observations made in the Auditors Report, read together • with the relevant notes thereon are self explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

Auditors

M/s. Ramkishore Jhawar & Associates, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. Accordingly the said Auditors can be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

Listing Arrangements

The Companys shares are listed on "The BOMBAY STOCK EXCHANGE LIMITED".

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

Public Deposits

During the year under review the Company has not accepted any public deposits.

Insurance

Adequate Insurance cover has been taken for properties of the Company.

Statutory Information

(A) Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, Information under section 217(1)(E) of the Companies Act, 1956.

The Company is not required to furnish information in Form A under 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 such as air conditioners, computer terminals, fighting and utilities in the work premises. All possible measures have been taken for economic consumption and to - conserve the same. Technologically updated UPS Systems have also been installed for proper service support.

During the year under review, the Company does not have any Foreign Exchange earnings or outgo.

(B) Particulars of Employees

Pursuant to provisions of Section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of Employees) Rules. 1975, non of the employee of the Company has been paid remuneration exceeding Rs.24.00 Lacs per annum or part thereof.

Directors Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act 1956 , with respect to Directors Responsibility Statement, it is hereby confirmed that:-

- in.the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

- appropriate Accounting Policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the said period;

- proper and sufficient care has been taken for the maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Annual Accounts Save been prepared on the basis of a going concern.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance. Your Directors affirm to the requirements set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed stipulation.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. Ramkishore Jhawar & Associates, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

A Cash Flow Statement for the Financial Year 2009-10 of the Company is attached to the Balance Sheet.

Depository System

The Companys shares are available for trading in depository systems of both the National Securities Depository Limited (NSDL) and the Central Depository Services India Limited (CDSL).

As on 22nd May, 2010 a total of 4842909 Equity shares of the Company, which forms 96.86% of the Share Capital of the Company, stands dematerialized.

Acknowledgement

The Board of Directors wish to place on record its appreciation for the extended co-operation and assistance rendered to the Company and acknowledge with gratitude the continued support extended by the investors, clients, business associates and bankers. The regulatory authorities have also put Indian Capital market on par with other international Markets. Your Directors also acknowledge the full fledged cooperation and dedicated efforts put in by the employees across all levels in the organization and place on record its appreciation for the services rendered.

By Order of the Board of Directors of

CIL SECURITIES LIMITED

K.K.MAHESHWARI

Chairman & Managing Director

Registered office

214, Raghava Ratna Towers

Chirag Ali lane, Abids,

Hyderabad-500 001

Hyderabad

Date: 29/05/2010