RELIANCE SECURITIES LIMITED
(FORMERLY KNOWN AS R TRADE SECURITIES LIMITED)
ANNUAL REPORT 2006-2007
DIRECTOR'S REPORT
To
The Members,
Your Directors have pleasure in presenting the Second Annual Report
together with the audited statement of accounts of the Company for the year
ended March 31, 2007.
Financial Result:
(Rupees)
For the Year ended For the Period ended
March 31, 2007 March 31, 2006
Gross Income 99,079,496/- 13,510,201/-
Profit / (Loss) Before Taxation (99,585,251/-) (22,913,989/-)
Provision for Taxation 1,787,930/- 574,056/-
Net Profit / (Loss) (101,373,181/-) (23,488,045/-)
Balance carried forward (124,861,226/-) (23,488,045/-)
Dividend:
Your Directors have not recommended any dividend on the Equity Shares for
the year under review.
Your Directors have also not recommended any dividend on the 10% Cumulative
Redeemable Preference Shares for the year under review.
Deposits:
The Company neither invites nor accepts deposits from the public.
Registration as a Depository Participant:
During the year under review the Company has been admitted as a Depository
Participant of the Central Depository Services (India) Limited (CDSL) and
has been registered as a Depository Participant by the Securities and
Exchange Board of India under the provisions of the Securities and Exchange
Board of India Act, 1992, the SEBI (Depository Participants) Regulations,
1996 for a period of five years from May 10, 2006 to May 9, 2011 (Both the
days inclusive).
Share Capital:
In order to strengthen its financial position and to generate long term
resources for accelerating its future growth and business expansion plans
during the year under review, subsequent to the receipt of the required
statutory and regulatory approvals, the Authorised and Paid-up Share
Capital of the Company has been increased pursuant to the Resolutions
passed by the Members at the General Meetings and by the Board of Directors
at the Board Meetings as per the following details:
a) Increase in the Authorised Share Capital:
The Authorised Share Capital of the Company has been increased from
Rs.10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One
Crore) Equity Shares of Rs.10/- (Rupees Ten only) each, to
Rs.25,00,00,000/-(Rupees Twenty Five Crores only) divided into 2,50,00,000
(Two Crore Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each,
and from Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) to
Rs.50,00,00,000/-(Rupees Fifty Crores only) divided into 5,00,00,000 (Five
Crore) Equity Shares of Rs.10/- (Rupees Ten only) each, at the
Extraordinary General Meetings held on October 9, 2006 and December 20,
2006 respectively.
The Authorised Share Capital of the Company has been further increased from
Rs. 50,00,00,000/- (Rupees Fifty Crores only) divided into 5,00,00,000
(Five Crore) Equity Shares of Rs.10/- (Rupees Ten only) each, to
Rs.125,00,00,000/-(Rupees One Hundred Twenty Five Crores only) divided into
5,00,00,000 (Five Crore) Equity Shares of Rs.10/- (Rupees ten only) each,
aggregating to Rs.50,00,00,000/-(Rupees Fifty Crores only) and 7,50,00,000
(Seven Crore Fifty Lakhs) Redeemable Preference Shares of Rs.10/-(Rupees
Ten only) each, aggregating to Rs. 75,00,00,000/- (Rupees Seventy Five
Crores only) at the Extraordinary General Meeting held on March 19, 2007.
b) Increase in the Paid-up Share Capital:
The Paid-up Share Capital of the Company has been increased by issue and
allotment of 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs.10/-
(Rupees Ten only) each, fully paid up at par, aggregating to
Rs.15,00,00,000/- (Rupees Fifteen Crores only) to Reliance Share & Stock
Brokers Private Limited at the Board Meeting held on October 19, 2006. The
Paid-up Share Capital of the Company has been further increased by issue
and allotment of 6,10,00,000 (Six Crore Ten Lakhs) 10% Cumulative
Redeemable Preference Shares of Rs.10/-(Rupees Ten only) each, fully paid
up at par, aggregating to Rs.61,00,00,000/- (Rupees Sixty one Crores only)
to Reliance Capital Limited at the Board Meeting held on March 26, 2007.
Change of Name:
The Company was incorporated on June 17, 2005 in the name of 'R Trade
Securities Limited'. Pursuant to the Resolution passed by the Members of
the Company at the Extraordinary General Meeting held on June 26, 2006 and
subsequent to the receipt of the requisite approvals from the Registrar of
Companies, Maharashtra, Mumbai (ROC), the name of the Company has been
changed from 'R Trade Securities Limited' to 'Reliance Securities Limited'
with effect from July 17, 2006. The fresh Certificate of Incorporation from
the ROC consequent upon change of name, has been duly received.
Membership in the Derivative Segment of the Bombay Stock Exchange Limited:
During the year under review the Company has been admitted as a Trading-cum
Clearing Member in the Derivative Segment of the Bombay Stock Exchange
Limited and has also been registered by the Securities and Exchange Board
of India (SEBI) as Trading Member and Clearing Member i.e. Stock Brokers
under the provisions of the Securities and Exchange Board of India Act,
1992, the SEBI (Stock-brokers and Subbrokers) Rules, 1992 and the SEBI
(Stock-brokers and Sub-brokers) Regulations, 1992 with effect from October
12, 2006.
Director:
Mr. Ramesh Shenoy, Director of the Company retires by rotation and being
eligible offers himself for re-appointment at the ensuing Annual General
Meeting. Mr. Ramesh Shenoy has filed his consent to act as the Director of
the Company, if re-appointed. The Company has received notice in writing
from a Member of the Company under Section 257 of the Companies Act, 1956
proposing the candidature of Mr. Ramesh Shenoy for the office of Director
liable to retire by rotation.
Directors' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies Act,
1956, with respect to the Directors' Responsibility Statement, it is hereby
confirmed that:
- In the preparation of the annual accounts for the financial year ended
March 31, 2007, the applicable accounting standards have been followed
along with proper explanation and there are no material departures;
- The Directors have selected such accounting policies 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, 2007 and the loss of the Company for the financial
year ended March 31, 2007 ;
- The Directors have taken proper and sufficient care 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; and
- The Directors have prepared the annual accounts of the Company on a going
concern basis.
Auditors & Auditors' Report:
M/s. RSM & Co., Chartered Accountants and the Auditors of the Company hold
office until the conclusion of the ensuing Annual General Meeting of the
Company. The Company has received a letter from M/s. RSM & Co., Chartered
Accountants expressing their unwillingness to be reappointed as Auditors.
Your Directors have therefore proposed to appoint M/s. Price Waterhouse,
Chartered Accountants as the Auditors of the Company, subject to approval
of Members of the Company at the ensuing Annual General Meeting. M/s. Price
Waterhouse, Chartered Accountants have confirmed their eligibility under
Section 224 of the Companies Act, 1956 and offer themselves for
appointment.
The Auditors' Report and the Notes on Accounts referred to in the Auditors'
Report are self-explanatory and no comments are required.
Subsidiary Companies:
Particulars as required under Section 212 of the Companies Act, 1956 in
respect of the wholly owned subsidiary companies, Reliance Commodities
Limited, Reliance Financial Limited and Reliance Money Limited have been
annexed to the accounts of the Company.
Particulars of Employees:
The Company has no employee in the category specified under Section 217(2A)
of the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, as amended.
Conservation of Energy, Technology absorption, Foreign Exchange Earnings
and Outgo:
Particulars required to be furnished under the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988 are as
under:
1) Part A and B pertaining to conservation of energy and technology
absorption are not applicable to your Company.
2) Foreign Exchange Earnings and Outgo :
a. Earnings- Nil
b. Outgo- Rs.149,415/-
On behalf of the Board of Directors
Sd/- Sd/-
Place: Mumbai Sudip Bandyopadhyay Ramesh Shenoy
Date : April 21, 2007 Director Director
|