70Th Annual Report 2017-18 Governing Board
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70th Annual Report 2017-18 Governing Board Mr Vijay Bhushan (Chairman) Mr Mahender Kumar Gupta Director Mr Vinod Kumar Goel Director Mr. Hans Raj Kapoor Director Company Secretary Mr Sunil Bhatia Auditors P. Bholusaria & Co. Chartered Accountants Bankers: Canara Bank HDFC Bank Registered Office: DSE House, 3/1, Asaf Ali Road New Delhi-110 002 Registrar & Transfer Agent : Abhipra Capital Limited Dilkhush Industrial Estate A-387, G. T. Karnal Road, Azadpur New Delhi-110 033 1 Delhi Stock Exchange Limited CIN:U91120DL1947PLC001239 CONTENTS Governing Board 1 Notice 3 Directors’ Report 5 Corporate Governance Report 8 Form AOC-2 12 MGT-9 13 Independent Auditors’ Report 22 Balance Sheet 27 Profit & Loss Account 28 Cash Flow Statement 29 Notes 31 Form AOC-1 49 Consolidated Financial Report Independent Auditors’ Report 50 Balance Sheet 55 Profit & Loss Account 56 Cash Flow Statement 57 Notes 58 DSE Financial Services Ltd. (A subsidiary of Delhi Stock Exchange) Governing Board 78 Notice 79 Directors’ Report 81 Corporate Goverance Report 84 MGT-9 87 Form AOC-2 94 Independent Auditors’ Report 95 Balance Sheet 100 Profit & Loss Account 101 Cash Flow Statement 102 Notes 103 Map 116 2 70th Annual Report 2017-18 NOTICE TO SHAREHOLDERS NOTICE is hereby given that 70th Annual General Meeting of the shareholders of Delhi Stock Exchange Limited will be held on Saturday, , September 29, 2018 at 11:30 AM at DSE House, 3/1, Asaf Ali Road, New Delhi – 110002 to transact the following business: Ordinary Business: 1. To receive, consider and adopt: a. the Audited Financial Statements of the Company for the financial year ended March 31, 2018, together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2018, together with the Report of the Auditors thereon. 2. To appoint a person in place of Mr Vinod Kumar Goel (DIN: 00039086) who retires by rotation and being eligible offers himself for re-appointment. 3. To appoint statutory auditors of the Company and to fix their remuneration and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder as amended from time to time, the Company hereby appoints M/s Bholusaria & Co. (Firm Registration No. 000468N), as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 75th Annual General Meeting of the Company on such remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors. Special Business: 4. To consider and pass with or without modification(s) the following resolution as a Special Resolution: RESOLVED THAT the entire amount of ` 66,94,92,106 (Rupees sixty six crores ninety four lacs ninety two thousand one hundred six only) standing to the credit of the Settlement Guarantee Fund Reserve of the Company shall be reclassified and credited to the ‘Surplus Account’ of the Company, and subsequent thereto, such amount credited to the ‘Surplus Account’ of the Company shall be reclassified as, and constitute accumulated profits of the Company in accordance with the provisions of the Companies Act, 2013 and subject to such approvals as may be necessary. By Order of the Board For Delhi Stock Exchange Ltd. Place : New Delhi Dated : August 31, 2018 (Sunil Bhatia) Company Secretary 3 Delhi Stock Exchange Limited CIN:U91120DL1947PLC001239 Notes: 1. A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A SHAREHOLDER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS BEFORE COMMENCEMENT OF THE MEETING. 2. In terms of Section 105 of the Companies Act, 2013 read with Rule 19 of the Companies (Management and Administration) Rules, 2014 a person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other shareholder. 3. Register of Members and Share Transfer Books of the Company will remain closed from September 24, 2018 to September 29, 2018 (both days inclusive) for the purpose of Annual General Meeting. 4. Shareholders are requested to send their queries at least ten days in advance of the meeting so that the information can be made available at the time of meeting and also to meaningfully answer the queries raised by them. 5. The Corporate Shareholders intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting, in respect of above matters. 6. Shareholders/ Proxies should bring the Attendance Slip sent herewith duly filled in for attending the meeting. 7. Shareholders are also requested to bring their copy of the Annual Report at the time of Annual General Meeting. 8. An Explanatory Statement pursuant to section 102 of the Companies Act, 2013 is appended. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 It is submitted that the company after de-recognition as a Stock Exchange is no longer required to maintain Settlement Guarantee Fund Reserve which it had created under the rules and regulations of Securities and Exchange Board of India. The Fund consists of contribution of the company and its members over a period of time and income thereon. It is proposed that the Settlement Guarantee Fund Reserve,which is in the nature of free reserve, be transferred to Surplus Account. Subsequent to this transfer the Surplus Account shall constitute accumulated profits of the Company. None of the Directors or Key Managerial Personnel of the company or their relatives of the company is in any way concerned or interested in the resolution except to the extent of pay out, if any, from these funds in respect of their holding in the company. By Order of the Board For Delhi Stock Exchange Ltd. Place : New Delhi Dated : August 31, 2018 (Sunil Bhatia) Company Secretary 4 70th Annual Report 2017-18 DIRECTORS’ REPORT Dear Shareholders, Your Directors take pleasure in presenting 70th Annual Report on the operations of the Company and the audited accounts for the year ended March 31, 2018. The financial highlights including consolidated results of the Company for the year are as under:- FINANCIAL HIGHLIGHTS (` in lacs) Particulars Stand-alone Consolidated 2017-18 2016-17 2017-18 2016-17 Gross Income 378.49 481.93 451.68 547.57 Total Expenditure 229.52 223.49 300.05 280.58 Depreciation 53.18 62.95 53.66 63.27 Surplus after Depreciation 95.80 195.49 97.97 203.72 Exceptional Item 25.92 0 25.92 0 Provision for Taxation 23.76 71.49 23.76 71.49 Net Surplus 46.11 126.32 48.29 132.23 Balance brought forward (4189.71) (4316.03) (4375.51) (4507.74) Balance (4143.60) (4189.71) (4327.22) (4375.51) PERFORMANCE HIGHLIGHTS YEAR 2017-18 FOR THE COMPANY OPERATIONS With the issue of Exit Order by SEBI on January 23, The gross revenue of the company during the financial 2017, SEBI regulations and directives stopped year 2017-18 declined to ` 378.49 lacs from ` 481.93 applying to your company. The new management lacs in 2016-17. This decline was on account of took over reins of the company on December, 2017 decrease in interest income which was lower by and immediately got down to important and pending ` 135.48 lacs. This reduction was on account of fall task of refunding brokers’ deposits to them. The in interest rates coupled with reduced funds of the management is happy to inform that most of the company due to payment of brokers’ outstanding brokers have been paid back. turnover fee and sub-brokers fees to SEBI. DIRECTORS The other expenses increased marginally due to CSR Expenses and various old unrecoverable balances During the financial year 2017-18 Mr Shanker Singal written off during the year under review. and Mr Sudhangshu S. Biswal, Directors resigned from the Board on October 11, 2017 and October The Company earned profit after taxation amounting 13, 2017 respectively. Mr Mohinder Singh who was to ` 46.11 lacs in 2017-18 as against ` 126.32 lacs appointed as an additional director after his in 2016-17. completion of tenure as a Public Interest Director on DIVIDEND January 20, 2017 ceased to be chairman and director from December 20, 2017. The Board does not recommend any dividend for the year under review in view of the provisions of section Mr Rajinder Goel and Mr Sanjiv Gandhi were 123 (1) of the Companies Act, 2013 which prohibits appointed as additional directors on October 20, 2017 the companies to declare dividend unless carried over and November 9, 2017 respectively. They ceased to losses of previous years are set off against profit of be directors on the date of last annual general the company for the current year. meeting on December 20, 2017. 5 Delhi Stock Exchange Limited CIN:U91120DL1947PLC001239 The Board records with gratitude the contribution and b.