Dear Members,
The Board of Directors are pleased to present the company's 36th Annual
Report along with the Audited financial statements for the Financial Year ended on 31st
March, 2025.
FINANCIAL HIGHLIGHTS
The summary of the Company's financial results for the financial year ended on 31st
March, 2025 is furnished below:
(Rs. in Lakhs)
| Particulars |
Year Ended March 31, 2025 |
Year Ended March 31, 2024 |
| Revenue from operation |
982.84 |
1,053.39 |
| Other Income |
1.40 |
1.71 |
Total Income |
984.24 |
1,055.10 |
Total Expenses |
708.36 |
670.19 |
Profit Before Tax |
275.88 |
384.91 |
| Less: |
|
|
| Current Tax |
76.06 |
95.32 |
| Current Tax relating to Previous Year |
- |
- |
| Deferred Tax |
(6.28) |
1.28 |
Profit After Tax |
206.10 |
288.31 |
| EPS: |
|
|
| Basic |
4.12 |
5.76 |
| Diluted |
4.12 |
5.76 |
The Standalone Financial Statements of the Company for the financial year ended March
31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as
notified by the Ministry of Corporate Affairs and as amended from time to time.
(Rs. in Lakhs)
The Company's Profit after Tax for the year is Rs. 206.10 Lakhs compared to Rs. 288.31
Lakhs in the previous year. The decline in performance was mainly due to several factors,
including slower GDP growth in India, foreign fund outflow, and rising global inflation
and interest rates. These challenges led to lower investor confidence, reduced trading
volumes, and less participation from retail investors. Additionally, changes in Tax
policies and weaker domestic consumption further affected market activity, particularly in
the cash segment.
Despite these market challenges, the Company's disciplined approach to cost management
and operational efficiency allowed us to maintain an EBIT margin of 29.55% and a Net
Profit Margin of 20.94%, demonstrating resilience in a difficult market environment. We
remain committed to optimizing our operations, retaining clients, and strengthening our
business to overcome such challenges and build a foundation for future growth.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business of the Company during the
Financial Year under review.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND
THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER
REPORT
The Company does not have any Subsidiaries, Associates and Joint Venture Companies and
hence disclosure under this clause is not applicable to the Company for the Financial Year
under review.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES OF THE COMPANY
During the Financial year under review, no Company has become or ceased to be the
Subsidiary, Joint venture or Associate Company of the Company.
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, 2025.
AMOUNT TRANSFERRED TO RESERVES
Your Directors proposed to transfer amount of Rs. 20.61 Lakhs to General Reserve for
the Financial Year ended on 31st March, 2025. An amount of Rs. 185.49 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.
MARKETS PERSPECTIVE
Continuing with the trends seen in the previous Financial Year (FY'24) Most of the
Financial Markets, especially the Equities Markets remained quite buoyant, right from
upstart of FY'25. In fact, the slight weariness seen towards the fag end of FY'24 was
swiftly overcome, right at the onset of April month of 2024. The signals were quite clear
that the markets had coped with the minor, yearend accounting readjustment dynamics in
March of 2024 & hence quickly recouped from the mild slackness, signaling that the
bigger Macro Picture remained clearly buoyant!
This renewed buoyancy simply kept accentuating, not just through the first quarter but
well into the 2nd quarter. In fact, July month was particularly secure in its all-round
optimism for the Equity Markets across the Globe in general. Our own markets in
particular, romped up on multiple sub-segments & were aptly displayed in the lead
Benchmarks across the board. The most popular & widely tracked Indices led by the
NIFTY & SENSEX locally & the Wall Street barometers like DOW JONES, NASDAQ,
S&P-500 etc. all of them hit newer Life-Highs numerable times in the time zone ranging
from April through late September wherein the NIFTY hit a new peak @ 26,277!
However, the onset of October suddenly brought about a shift & a sudden downturn in
the tides, driven by an unusual factor that was seldom known. With CHINA suddenly rising
from slumber & announcing big ticket measures to shore up their own disgruntled
markets, by pronouncing a large scale Impetus package worth Trillions of Dollars as pump
in plans, the Global Fund flow equation jerked suddenly & the likely diversion of Fund
flow from Indian shores back to China caused a sharp ripple. However, with our own
Government proactively signaling the continuation of the development agenda, the Equity
Markets regrouped quickly & by the time of Financial year 2024 concluded, things were
back in fine fettle.
The onset of new Financial year 2025 ushered in a fresh & a much tougher set of
head winds, driven by the changing dynamics in the US Leadership under Mr. Donald Trump,
who made it very obvious that path breaking new Trade rules will be implemented with all
seriousness. As the official Trump regime kicked in on 20th January, the TRADE TARIFF
warfare became the buzz word all over the financial markets, across the globe & led to
an unprecedented upheaval rarely seen. Driven by these forceful factors, the 4th quarter
of FY 2024-25 witnessed an unusually large extent of collateral damage for the Equities
markets, across the Globe with India too getting its own share & more of disruption.
Again, as the typically vulnerable month of March (burdened by several account
streamlining episodes) concluded, the hopes of the new FY setting in were also punctured
with the announcement that 2nd April be set as a "Liberation Day" by the US
President. Thus, the flow of bad news continues & intensified upfront in the new FY!
As things stand, there is some extent of easing of tensions as the Most Powerful chairs in
the Globe realized that this serious issue needs to be addressed much more practically
caused some soothing of nerves. Thus, the cyclicality nature of the Markets' function once
again managed to raise fresh hopes for future outlook but is still quite difficult to
quantify the immediate future path!
BUSINESS OUTLOOK FOR THE YEAR 2025-26
In sync with the uncertainties playing out in the Financial Markets most of the market
intermediaries, especially with a predominant Equity Segment focus are facing a very
challenging situation currently. As such it is a well-known theme that the Equity Markets,
across the Globe, are most sensitive to "Uncertainties" and in the current times
we are facing these headwinds of unusual magnitude. Hence, we view this as very
challenging situation. However, as a multi decades existing Entity in these business
segments, we are geared up much better then several peer players. For instance, we
continue to thrust on core skills like technology competency & Research capabilities
& we are confident that these virtues will stand us in good stead & stay ahead of
competition, although the bigger picture worries remain as realistic threats for the first
half of the new Financial Year.
STATE OF THE COMPANY'S AFFAIRS
During the financial year 2024-25, the Company reported revenue from operations of Rs.
982.84 lakhs, a decline of 6.70% from Rs. 1,053.39 lakhs in FY 2023-24. EBIT stood at Rs.
290.85 lakhs (PY: Rs.399.67 lakhs), and EBT was Rs 275.88 lakhs (PY: Rs.384.91 lakhs). Net
Profit declined by 28.51%, from Rs.288.31 lakhs to Rs.206.10 lakhs.
Financial Year 2024-25 has been a challenging year for the company, despite the
challenges, we are committed in strengthening our business to overcome such challenges and
build a foundation for future growth.
MANAGEMENT DISCUSSION AND 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 31st March, 2025 is Rs. 500
Lakhs. During the Financial Year 2024-25, 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, five 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. |
26 Apr 2024 |
| 2. |
10 Aug 2024 |
| 3. |
28 Oct 2024 |
| 4. |
08 Feb 2025 |
| 5. |
20 Feb 2025 |
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR 2024-25 A. RETIREMENT
OF DIRECTORS BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr.
Krishna Kumar Maheshwari retires by rotation at the ensuing Annual General Meeting and
being eligible offers himself for re-appointment.
B. CHANGE IN KEY MANAGERIAL PERSONNEL
AND BOARD OF DIRECTORS:
There were following changes in key managerial personnel and composition of the Board
of Directors of the company.
1. Mr. Budhi Prakash Toshniwal, Independent Director of the Company ceased to be
Director due to completion of tenure as Independent Director on 27th April,
2024.
2. Mr. Feroz Russi Bhote, Independent Director of the Company ceased to be Director due
to completion of tenure as Independent Director on 27th April, 2024.
3. Mr. Om Prakash Jagetiya was appointed as Additional Director (Category Independent
Director) of the company on 27th April, 2024 and was appointed as Director
(Category Independent Director) in the Annual General Meeting held on 23rd
July, 2024.
4. Mr. Santosh Kumar Rathi was appointed as Additional Director (Category Independent
Director) of the company on 27th April, 2024 and was appointed as Director
(Category Independent Director) in the Annual General Meeting held on 23rd
July, 2024.
5. Mr. Ashok Kumar Inani, Director-Finance/ CFO of the Company resigned on 02nd
November, 2024 due to completion of Tenure.
6. Mr. Krishna Kumar Maheshwari, Managing Director of the Company was appointed as CFO
in the Board meeting held on 28th October, 2024, w.e.f 03rd
November, 2024.
7. Ms. Purva Singh Thakur, Company Secretary of the Company resigned on 18th
February, 2025 due to personal reasons.
8. Ms. N. Vaishnavi, Company Secretary of the Company appointed on 20th
February, 2025.
9. Mr. Krishna Kumar Maheshwari, Chief Financial Officer of the Company resigned on 26th
July, 2025.
10. Mr. Vinod Kumar Sabavath, Chief Financial Officer of the Company appointed on 26th
July, 2025 w.e.f 27th July, 2025.
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 (f ixed 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.
CRIETERIA FOR MAKING PAYMENT TO THE DIRECTORS i. SITTING FEES
Non-Executive Directors (NED) may receive remuneration by way of fee for attending
meetings of the Board of Directors of the Company ("Board") or any committees
thereof ("Committee(s)") or any other meeting as required by the Companies Act,
2013, as amended ("the Act"), the Listing Regulations or other applicable laws
or for any other purpose whatsoever as may be decided by the Board. Provided that the
amount of such fees shall not exceed Rupees one lakh per meeting of the Board or Committee
or such amount as may be prescribed by the Central Government from time to time.
ii. REMUNERATION
Section 197 of the Act allows a Company to pay remuneration to its directors on the
Board of the Company ("Director") either by way of a monthly payment or at a
specified percentage of the net profits of the Company or partly by one way and partly by
the other. Further, the Section 197 also states that where the Company has a managing or
whole-time Director or manager, then a maximum of 1% of its net profits can be paid as
remuneration to its NEDs. In any other case, then a maximum of 3% of net profit can be
paid. Thus, the basis of payment to the NEDs is the net profit of the Company. As per
regulation 17 of Listing Regulations, the approval of shareholders by special resolution
shall be obtained every year, in which the annual remuneration payable to a single NED
exceeds fifty per cent of the total annual remuneration payable to all NED, giving details
of the remuneration thereto.
iii. PROFESSIONAL FEES
Section 197 of the Act allows a Company to pay remuneration to its NEDs for services
rendered by any such Director if: a. The services rendered are of professional nature; b.
In the opinion of Nomination and Remuneration Committee the Director possesses the
requisite qualification for the practice of the profession.
iv. REIMBURSEMENT OF ACTUAL EXPENSES
INCURRED
NEDs may also be paid/reimbursed such sums either as fixed allowance and /or actual as
fair compensation for travel, boarding and lodging and incidental and /or actual out of
pocket expenses incurred by such NED for attending the Board/Committee meetings or for the
Company's work. The Nomination and Remuneration Committee is entrusted with the role of
reviewing the compensation of NEDs.
v. PAYMENT TO INDEPENDENT DIRECTORS
An Independent Director shall not be entitled to any stock option and may receive
remuneration only by way of fees and reimbursement of expenses for participation in
meetings of the Board or any Committee thereof and profit related commission up to a
certain percentage of net profits in such proportion, as may be permissible under the
applicable law.
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
08th February, 2025 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 held on 08th
March, 2025, reviewed the performance of the Non-Independent 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 2024-25 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 31st March, 2025: a) Mr. Om
Prakash Jagetiya and b) Mr. Santosh Kumar Rathi
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR.
During the Year Mr. Om Prakash Jagetiya (DIN: 00546495) and Mr. Santosh Rathi (DIN:
06478349) were appointed as Independent Director of the Company w.e.f 27th
April, 2024 and in the opinion of the Board, both the Independent Directors possess
integrity, expertise and experience (including the proficiency in diversified fields).
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
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.
AUDITORS i. Statutory Auditors
At the 33rd Annual General Meeting (‘AGM') held on 17th
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 38th 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.
ii. Internal Auditors
Based on the recommendation of Audit Committee, the Board of Directors at their meeting
held on 29th April, 2025 reappointed M/ s. Niranjan & Narayan, Chartered
Accountants (FRN: 005899S) as the Internal Auditors of the Company for the financial year
2025-26. iii. 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, along
with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Board of Directors at their meeting held on 29th April, 2025
re-appointed Mr. Govind Toshniwal, Practicing Company Secretary as Secretarial Auditor for
a period of 5 years commencing from the financial year 2025-26 to 2029-30.
A) Secretarial Audit Report
The Secretarial Audit Report in the prescribed format form MR-3 for the financial year
ended 31st March, 2025 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 31st March,
2025 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 2024-25. The particulars of Investments made during the financial year
ended 2024-25 are 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 2024-25. 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 ordinary course
of business are periodically placed before the Audit Committee and also before the Board
for their approval.
The related party transactions as mentioned above are not required to be reported in
Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014. 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.
The details of all the transactions with Related Parties are provided in the
accompanying financial statements pursuant to IND AS-24.
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.
As required under the Act, the following is the summary of sexual harassment complaints
during the financial year 2024-25.
S.No. |
Particulars |
Details |
| a. |
Number of complaints of sexual harassment received in the year; |
NIL |
| b. |
Number of complaints disposed off during the year; and |
NIL |
| c. |
Number of cases pending for more than ninety days. |
NIL |
DISCLOSURE AS PER MATERNITY BENEFIT ACT, 1961
The Company is dedicated to fostering a safe, respectful, and inclusive workplace that
supports work-life balance. We ensure paid maternity leave, job protection, and
comprehensive support for eligible women employees throughout and beyond their pregnancy.
This approach reflects our unwavering commitment to full compliance with the Maternity
Benefit Act, 1961.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31, 2025.
Male Employees: 23 Female Employees: 09 Transgender Employees: 0
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 A.
Conservation of Energy
| (i) |
The steps taken or impact on conservation of energy. |
Your Company is a service based entity and hence the energy consumption
is minimal and also the company has taken all the possible measures to conserve the same. |
| (ii) |
The steps taken by the company for utilizing alternate sources of energy. |
Your Company is using energy efficient devices and is planning to use
alternative renewable sources of energy. |
| (iii) |
The capital investment on energy conservation equipment. |
There are no substantial investments and proposals for reduction in
energy at present. The same will be undertaken as and when necessary. |
B. Technology Absorption i. The efforts made towards technology absorption -Nil ii.
The benefits derived like product improvement, cost reduction, product development or
import substitution
- Not Applicable iii. Imported Technology (imported during the last three years
reckoned from the beginning of the financial year)-The Company has not imported any
technology. iv. The expenditure incurred on Research and Development -The Company
has not incurred any expenditure.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange |
2024-25 (In Lakhs) |
2023-24 (In Lakhs) |
| Inflows |
0 |
0 |
| Outflows |
0 |
0 |
MAINTENANCE OF COST ACCOUNTS AND RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
Maintenance of Cost Accounts and Records as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 are not applicable to the Company during the Financial
Year under review.
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 31st March, 2025, a total of 49,49,694 Equity shares of the Company,
which forms 98.99% 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. 53,896 (Rupees Fifty-Three thousand and
Eight hundred and Ninety-Six Only) being dividend for the financial year 2016-17 lying
unclaimed for a period of 7 years was transferred by the Company during the financial year
2024-25 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, 8,011 (Eight Thousand and Eleven) shares relating to financial year
2016-17 have been transferred by the Company during the financial year 2024-25 to the IEPF
Authority.
The Members are hereby informed that the 7 Years period for payment of the dividend
pertaining to Financial Year 2017-2018 will expire on 04th November, 2025 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 below:
Table
Sr.No. |
Financial Year |
Date of Declaration Last Date of Claiming of Dividend Dividend |
| 1 |
2017-18 |
29.09.2018 04.11.2025 |
| 2 |
2018-19 |
30.09.2019 05.11.2026 |
| 3 |
2019-20 |
No Dividend |
| 4 |
2020-21 |
No Dividend |
| 5 |
2021-22 |
No Dividend |
| 6 |
2022-23 |
No Dividend |
| 7. |
2023-24 |
No Dividend |
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 2024-25.
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.
LISTING ARRANGEMENTS
The Company's shares are listed on BSE Limited. The Company has paid the annual
listing fees for the financial year 2025-26 to the above mentioned 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 2024-25.
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: 26th July, 2025 |
CIL SECURITIES LMITED |
|
Registered office: |
Krishna Kumar Maheshwari |
Pramila Maheshwar |
| 214, Raghava Ratna Towers, |
Managing Director and CFO |
Director |
| Chirag Ali Lane, Abids, |
DIN: 00223241 |
DIN: 00223430 |
| Hyderabad-500 001 |
|
|
