kotak securities ltd Directors report


Directors

To the Members of Kotak Securities Limited

Your Directors are pleased to present the 20th Annual Report and the Audited Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs except per share data)

31st March, 2014 31st March, 2013
Gross Income 62,688.48 60,699.29
Profit / (Loss) before Depreciation and Tax 24,601.28 20,201.72
Depreciation 1,174.08 1,348.72
Profit / (Loss) before Tax 23,427.20 18,853.00
Provision for Tax 7,410.26 7,402.76
Profit / (Loss) After Tax 16,016.94 11,450.24
Transfer from Debenture Redemption Reserve - -
Balance brought forward from previous year 173,635.03 162,184.79
Amount available for appropriation 189,651.97 173,635.03
Transfer to Debenture Redemption Reserve - -
Profit / (Loss) carried forward to the Balance Sheet 189,651.97 173,635.03
Earnings per share on equity shares of Rs. 10 each (Basic and Diluted) 1,001.06 715.64

DIVIDEND

In order to further consolidate your companys position, your Board proposes to employ the surplus resources to augment capital requirements, and does not recommend a dividend for the financial year 2013-2014 (hereinafter referred to as current financial year).

OPERATIONS

Liquidity in financial markets continued to be a dominant factor in Indian capital markets. Inflation and interest rates continued to remain high making debt instruments attractive. The end of the first quarter and the beginning of the second quarter of the financial year saw the Indian Rupee under severe pressure resulting in a volatile market. While the Indian Rupee did stabilize towards the end of the second half of the year, the adverse effect of a weak Indian Rupee on the economy and corporate performance played its part on investor sentiment. During the year the price of gold came off its highs. Results of assembly elections and anticipation of the results of general elections played some part on investor sentiment in later part of the year. Overall it was another year in which environment for equity investments was not conducive.

The Sensex which closed aRs. 18,836 at the end of the financial year - 2012-13 (hereinafter referred to as previous financial year) closed aRs. 22,386 at the end of the current financial year with a high of 22,467 and low of 17,449. Similarly, the benchmark Nifty which closed aRs. 5,683 at the end of the previous financial year closed aRs. 6,704 at the end of the current financial year with a high of 6,730 and low of 5,119.

Market average daily volumes increased to Rs. 13,412 crores from Rs. 13,204 crores in the previous financial year for the Cash Segment, and increased to Rs. 154,023 crores from Rs. 127,995 crores in the previous financial year for Derivatives Segment. The shift in mix from the Cash segment to Derivatives segment continued. It was skewed further in favour of derivatives, with cash segment being less than 10% of the total traded market volumes.

Retail Segment

There was no increase in retail investor participation in the Market as investors felt more comfortable with debt, gold and real estate. There was no significant increase in number of DP Accounts and most Mutual Funds reported steady withdrawals by the retail segment. Some increased activity was seen towards the end of the financial year. Your company has focused on increasing its share in the Cash Market Segment.

Customer acquisition resulted in addition of abouRs. 97,800 customers with a large part of them being online trading customers. Your companys mobile trading application has emerged as a market leader. The total outlets stood aRs. 1,157 at the end of the financial year. The number of registered sub brokers/ authorized persons stood aRs. 1,896 for NSE and 1,361 for BSE.

Institutional Equities

The Companys Institutional Equities division maintained its leading position in the Broking Segment. The overall Institutional cash and derivatives market volume grew by abouRs. 14% & 17% respectively however industry yields remained under pressure. Derivatives market volume mix was largely in favour of the Option segment. The division remained focused on derivatives segment and upgraded its systems and technology for Algorithmic & Direct Market Access trading. The Institutional Equity Research continued to be recognized for its in-depth high quality financial modeling, width of stock coverage and valuable investment insights, winning valuable votes from its clients.

Primary Market

Primary market issuances were virtually absent for the equity segment. Given the investor appetite for debt and the higher interest rates, a number of Debt issuances took place. This covered private as well as public sector companies/ corporations. The deadline, by SEBI, for promoters to decrease their holdings in their companies was June 2013. The first quarter saw a flurry of activity as there were a large number of Offers for Sale by promoters to meet the deadline. In the current financial year, your Company was associated with the distribution of 5 Equity Public Offer Issues, 33 Debt Public Offer Issues and 75 Offer for Sale.

AWARDS AND RECOGNITIONS

Your Company has received following awards during current financial year for its performance:

a) NSDL Star Performers Award 2013 - Top Performer in New Accounts Opened (Non-Bank Category)

b) Best Equity Broking House: Dun & Bradstreet Equity Broking Awards 2013

c) Depository Participant of the year: Dun & Bradstreet Equity Broking Awards 2013

d) Kotak Institutional Equities - Analysts ranked #1 in The Best Analysts of the Year; #3 in Institutional Investors All-India Research Team survey - 2013

e) Best Domestic Equity House by Asiamoney - 2013

f) Best Brokerage House - India in The Asset Country Awards - 2013

g) Best Local Brokerage in the Asiamoney Brokers Poll - 2013

> Indias Best Local Brokerage - for the 8th year in a row

> Ranked #1 for Most Independent Research Brokerage amongst all domestic and foreign brokerages

> Ranked #2 for Best Overall Country Research amongst all domestic and foreign brokerages

> Ranked #2 for Best Execution amongst all domestic and foreign brokerages

> Ranked #3 for Best in Sales Trading amongst all domestic and foreign brokerages

FUTURE OUTLOOK

The benchmark Index, NIFTY and Sensex have shown a growth of ~17% over the previous financial year end, with major gains in the month of March 2014. GDP, IIP, Inflation and some of the other economic indicators continued to be under stress. With elections being announced, no major changes were introduced in the finance budget for Financial Year 2014-15. The economic indicators being under stress led to a virtual run on the Indian Rupee which saw a rapid drop to almost INR 69 to 1 USD. A number of steps taken by the Reserve Bank of India as well as some other factors saw the INR stabilizing at around INR 60 to 1 USD.

While the Rupee weakened, inflation continued to remain a concern for large part of the last year. However the last quarter has seen an easing of the inflation rate. Easing of inflation as well as stabilizing of the Rupee should help corporates in managing input costs. Oil prices have been stable and price of gold has also reduced both of which would have a positive impact on the demand for USD from an Indian perspective. Reduction in inflation could also signal lower interest rates and a positive for equity investments. In the Indian context, the outlook would be influenced by the outcome of the general elections. The third week of May would be crucial from this stand point.

US economy seems to have ridden the worst period and economic indicators seem to suggest that there are clear signs of recovery. US Capital Market indices also seem to suggest the same. Europe is still lagging behind and has also had other worries such as unrest in Turkey and more recently Ukraine. Tensions concerning Iran has reduced but the Syrian crisis continues. On the other hand North Korea continues with its aggressive nuclear stand. Global markets continue to see a mixed bag of performance.

Cash market volumes have declined further in last year as a proportion to the total market volumes. A stable government, post elections may result in an increase in Cash Market volumes. Post the rapid weakening of the Rupee, certain limits were imposed on the currency derivatives. With the Rupee stabilizing, it is expected that these limits would be removed leading to more volumes in this segment. Two new products have been introduced -Interest Rate Futures and Volatility Index Futures. Volumes in these segments will take some time to increase.

Regulatory changes are focused on ensuring greater onus on members on issues such as implementing new trading related software, surveillance alerts, KYC, greater transparency in dealing with clients and risks associated with Capital Markets. Your company has always been in the forefront while dealing with these issues and will continue to ensure compliance to such changes. Your company continues to focus on ensuring a high quality of service to clients while keeping a close watch on costs. In an industry with over capacity, realization rates are still under pressure. Your company being among the leaders in the industry is well positioned to meet future growth.

DIRECTORS

Mr. Uday Kotak, Mr. C. Jayaram and Mr. Narayan S. A. retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. Mr. K.V.S Manian was appointed as Director on the Board of the company w.e.f. 19th June, 2013.

COMMITTEES

• Audit Committee

The Committee consisted of Mr. Uday Kotak, Mr. C. Jayaram and Mr. Narayan S. A. as its members with Mr. Uday Kotak as the Chairman. The Committee was reconstituted on 19th June, 2013 consisting of Mr. Uday Kotak as chairman, Mr. C. Jayaram and Mr. K.V.S. Manian. During the year three meetings were held and all the members attended the meetings.

• Routine & Administrative Function (RAF) Committee :

The Committee consisted of Mr. Narayan S. A., Mr. D. Kannan and Mr. C. Jayaram as its members with Mr. Narayan S. A. as the Chairman. The Committee was reconstituted on 19th June, 2013 consisting of Mr. K.V.S. Manian as chairman, Mr. C. Jayaram and Mr. D. Kannan. During the year nine meetings were held and all members attended the meetings.

• First Tier Audit Committee (FTAC)

The Committee consisted of Mr. C. Jayaram, Mr. Narayan S.A, Mr. D. Kannan and Mr. Jaimin Bhatt. The Committee was reconstituted on 19th June, 2013 consisting of Mr. C. Jayaram as chairman, Mr. K.V.S. Manian, Mr. D. Kannan and Mr. Jaimin Bhatt. During the year three meetings were held. Mr. Jaimin Bhatt attended two meetings and other members attended all the meetings.

• Nomination Committee

The Committee consisted of Mr. Narayan S.A., Mr. D. Kannan and Mr. C. Jayaram. . The Committee was reconstituted on 19th June, 2013 consisting of Mr. C. Jayaram as chairman, Mr. K.V.S. Manian and Mr. D. Kannan. During the year one meeting was held and all the members attended the meeting.

• Risk Management Committee (Board)

The Committee consisted of Mr. Narayan S.A, Mr. D. Kannan, Mr. C. Jayaram, as its members with Mr. C. Jayaram as the Chairman. The Committee was reconstituted on 19th June, 2013 consisting of Mr. C. Jayaram as chairman, Mr. K.V.S. Manian and Mr. D. Kannan. During the year one meeting was held and all the members attended the meeting.

• Risk Management Committee (Operations)

The committee consisted of Mr. D. Kannan, Mr. Trivikram Kamath and Mr. Mukul Rathi, as its members with Mr. D. Kannan as the Chairman. During the year two meetings were held and all the members attended the meetings.

AUDITORS

The companys auditors, M/s Price Waterhouse, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and are eligible for re-appointment.

STATUTORY INFORMATION

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is given in the Annexure appended hereto and forms part of this Report.

During the year under review, your Company did not accept any deposits from the public.

Foreign exchange earnings and outgo during the current financial year were Rs. 735.21 Lakhs (Rs. 530.14 Lakhs in previous financial year) and Rs. 1,856.34 Lakhs (Rs. 1,682.03 Lakhs in previous financial year) respectively. The other particulars under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable since your Company is not a manufacturing company.

DIRECTORS RESPONSIBILITY STATEMENT

Based on representations from the management, the Directors state, in pursuance of Section 217 (2AA) of the Companies Act, 1956, that:

i) The Company has, in the preparation of the annual accounts for the year ended 31st March 2014, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as aRs. 31st March 2014 and of the profit of the Company for the financial year ended 31st March 2014.

iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

ACKNOWLEDGEMENTS

The Directors wish to thank Securities and Exchange Board of India, the Stock Exchanges, the Depositories and the Companys Bankers for their support. The Directors commend the employees of the Company for their dedicated efforts.

For and on behalf of the Board of Directors
Uday S. Kotak
Chairman
Place: Mumbai
Dated: April 23, 2014