Summit Securities Ltd merged Directors Report

SUMMIT SECURITIES LIMITED ANNUAL REPORT 2007-2008 DIRECTORS REPORT Dear Shareholders, Your Directors have pleasure in presenting the Sixty Second Annual Report for the year ended 31st March 2008. FINANCIAL RESULTS (Rs. in Lacs) For the For the Year ended Year ended 31.3.2008 31.3.2007 Total Income 55.29 2,917.59 Profit before Depreciation, 18.10 869.43 Exceptional items and Tax (-) Depreciation 0.00 0.81 (-) Exceptional item / prior period 287.87 0.00 adjustment Profit/(Loss) before tax (269.77) 868.62 (-) Tax (includes tax related to earlier 168.34 97.63 years as per MAT) Profit/(Loss) after tax (438.11) 770.99 Appropriation: Opening Balance of Profit & (7,450.98) (8,221.97) Loss Account Balance Profit/(Loss) transferred to (7,889.09) (7,450.98) Balance Sheet STATE OF AFFAIRS During the financial year 2007-2008, the Income was Rs. 55.29 lacs and Profit before Depreciation, Exceptional items and Tax was Rs. 18.10 lacs. The loss after tax was Rs.269.77 lacs which was on account of prior period adjustment and tax paid as per provisions of Minimum Alternate Tax. The company invested in the equity shares of KEC Holdings Limited offered on rights basis. The assets of the company predominantly comprise of investments id its subsidiary company, KEC Holdings Limited. DIVIDEND Your Directors have not recommended payment of dividend to the equity shareholders on account of absence of profits. CAPITAL During the year, 65,72,000 equity shares of Rs. 10/- each were issued against 65,72,000 warrants issued in the previous year. The company has subsequently issued and allotted 51,80,000 equity shares of Rs.10/- each at a premium of Rs.21/- to the promoters and non promoter on preferential basis on receipt of approval from the shareholders on 25th June 2008 by Postal Ballot. Accordingly, the paid-up equity share capital of the company stands increased from Rs. 48,50,78,540/- to Rs.53,68,78,540/- consisting of 5,36,87,854 equity shares of Rs. 10/- each. CHANGE OF NAME AND OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION The Object Clause of the Memorandum of Association has been changed with effect from 10th March 2008 to include carrying on of activities pertaining to investment and lending, dealing in various instruments and providing consultancy services. The name of the company was changed from KEC Infrastructures Limited to Summit Securities Limited on receipt of Fresh Certificate of Incorporation consequent to change in the name of the company dated 13th March 2008 from the Ministry of Corporate Affairs. INDUSTRY OVERVIEW AND FUTURE OUTLOOK The Indian economy has demonstrated a noteworthy growth and the GDP is expected to grow further. The economic reforms are expected to deregulate the country and stimulate foreign investment thereby driving the advancement of capital markets. The improvements in equity market infrastructure, governance and financial integration has improved liquidity in the markets. OPPORTUNITIES AND THREATS The equity market of the country is sizable, fast growing and offers huge potential to tap. The economic performance of the country has further given a thrust to the growth of the capital market. However, Indian stock exchanges have experienced significant fluctuations and volatility in the prices of the listed securities recently. Investments being a risky proposition, the inherent risk of fall in the prices and the valuation of the investments on account of external factors is always present. RISKS AND CONCERNS The companys assets are prone to general risks associated with global and domestic economic conditions, change in Government regulations, tax regimes, other statutes, financial risks and capital market fluctuations in respect of investments held by the company. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The company maintains a system of strict internal control, including suitable monitoring procedures. Significant issues are brought to the attention of the Audit Committee of the Directors. The internal controls existing in the company are considered to be adequate vis-a-vis the business requirements. HUMAN RESOURCES / INDUSTRIAL RELATIONS As the company does not carry out any manufacturing activity, no workmen were employed during the year. LISTING The equity shares of the company continue to remain listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The listing fees payable to both the stock exchanges for the year 2008-09 have been paid. DEPOSITORY The equity shares of the company are compulsorily traded in dematerialized form and the companys equity shares are available for dematerialisation with National Securities Depository Limited and Central Depository Services (India) Limited. FIXED DEPOSITS The company has not accepted any deposits from public during the year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO No manufacturing activities or activities pertaining to exports have been carried out by the company and there were no foreign exchange earnings or outgo during the year. As such, the Directors have nothing to report in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956, together with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding Conservation of energy, Technology Absorption and Foreign Exchange earnings and outgo, CORPORATE GOVERNANCE As required by the Listing Agreement with the stock exchanges, a separate section containing Corporate Governance as approved by the Board of Directors, together with a certificate from the practicing company secretaries confirming compliance with the requirements of Corporate Governance policies by the company is set out in the annexure forming part of this annual report. SUBSIDIARY The company has been exempted from attaching the annual report and accounts of its subsidiary company, KEC Holdings Limited. The annual report and accounts of KEC Holdings Limited are kept at the registered office of the company and the shareholders desirous of obtaining a copy of report and accounts of KEC Holdings Limited may request the company in writing. CONSOLIDATED FINANCIAL STATEMENTS As required under Clause 32 or the Listing Agreement and AS-21 of The Institute of Chartered Accountants of India, Audited Consolidated Financial Statements as at 31st March 2008 are annexed. DIRECTORS Mr. Vimal Kejriwal and Mr. 3. M. Kothary retire by rotation and being eligible offer themselves for re-appointment. The brief resume, expertise,, details of other Directorship, membership in committees of other companies and shareholding in the company of the aforefaid Directors proposed to be re-appointed are attached along with the Notice to the ensuing Annual General Meeting. AUDITORS M/s. R.C. Vakharia & Co., Chartered Accountants, Mumbai were appointed as the auditors of the company to hold office from the date of conclusion of the Sixty First Annual General Meeting till the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint M/s. R.C. Vakharia & Co, as the auditors of the company to. hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and authorize the Audit Committee to fix their remuneration. The company has received letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act. The shareholders are requested to appoint M/s. R. C. Vakharia & Co, as auditors of the company and authorize the Audit Committee to fix their remuneration. DIRECTORS RESPONSIBILITY STATEMENT The Directors would like to assure the members that the financial statements for the year under review conform in their entirety to the requirements of the Companies Act, 1956. As stipulated in Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the company hereby state and confirm that: (i) in the preparation of the annual accounts for the year ended 31st March 2008, the applicable Accounting Standards have been followed; (ii) such accounting policies have been selected and applied consistently and judgements and estimates made 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 loss of the company for the period under review; (iii) proper and sufficient care has been taken for the maintenance of adequate 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; (iv) the annual accounts for the financial year ended 31st March 2008 have been prepared on a going concern basis. PARTICULARS OF EMPLOYEES During the financial year, no employee was in receipt of remuneration, which in the aggregate was equal to or more than the sum prescribed under Section 217(2A) of the Companies Act, 1956. ACKNOWLEDGEMENT The Board of Directors wishes to place on record its gratitude for the faith reposed in the company and the co-operation extended by government authorities, shareholders and employees of the company. On behalf of the Board of Directors Mumbai R.D. Chandak 30th June 2008 Chairman