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समिट सिक्युरिटीज निदेशकों की रिपोर्ट, समिट सिक्युरिटीज निर्देशकों द्वारा रिपोर्ट

समिट सिक्युरिटीज

बीएसई: 533306  |  NSE: SUMMITSEC  |  ISIN: INE519C01017  |  Finance - Investments

खोजें समिट सिक्युरिटीज कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18

DIRECTORS'' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Dear Members,

Your Directors are pleased to present their Twenty First Report together with Audited Financial Statements for the financial year ended March 31, 2018:

FINANCIAL HIGHLIGHTS:

The summary of financial performance of the Company for the year under review is as given below:

(Rs in Lakhs)

Standalone

Consolidated

For the Year ended March 31 , 2018

For the Year ended March 31 , 2017

For the Year ended March 31 , 2018

For the Year ended March 31 , 2017

Total Income

8606.67

273.10

14148.00

540.92

Profit before Depreciation & Tax

8449.78

187.17

13810.69

336.37

(-) Depreciation

1.06

1.23

1.06

1.23

Prof it/(Loss) before Tax

8448.72

185.94

13809.63

335.14

Add: Excess/(Short) Provision of Tax of earlier years

-0.13

376.32

-4.06

375.82

(-) Tax for Current Year

900.64

0.77

1676.77

18.67

(-) Deferred Tax

-

-

-

-

Prof it/(Loss) after Tax

7547.95

561.50

12128.80

692.28

Appropriation:

Less: Transfer to Special Reserve

1509.59

112.30

3894.96

138.46

Add: Balance brought forward

4554.43

4105.23

10469.89

9916.06

Balance Profit/(Loss) transferred to Balance Sheet

10592.80

4554.43

18703.74

10469.89

FINANCIAL PERFORMANCE:

Revenue:

The total revenue for FY 2017-18 was Rs. 8606.67 lakhs as compared to revenue of Rs. 273.10 lakhs of the previous year. The increase in revenue is on account of dividends, interest income and profit on sale of long term investments. Rs. 7398.28 lakhs and Rs. 10750.90 lakhs in the Standalone and Consolidated revenues, respectively, is on account of sale of long term investments.

Expenses:

The total expenses for FY 2017-18 were Rs. 157.95 lakhs as compared to expenses of Rs. 133.54 lakhs of the previous year, mainly on account of increase in legal & professional fees and miscellaneous expenses.

Profit After Tax:

Profit after Tax (PAT) for FY 2017-18 was Rs. 7547.95 lakhs in comparison to PAT of Rs. 561.49 lakhs during the previous year. The increase in profit is on account of dividend, interest income, profit on sale of long term investments and adjustment of the provision for tax of the earlier years. Tax expense for current year pertains mainly to Minimum Alternate Tax (MAT) arising on account of gains booked on sale of long term investments.

Amounts proposed to be carried to reserves:

An amount of Rs. 1509.59 lakhs has been transferred to Special Reserve as per the statutory requirements.

DIVIDEND:

With a view to conserve resources and based on the cash balance position of the Company, your Directors consider it prudent not to recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure & Developments, Opportunities and Future Outlook:

The global economy experienced a cyclical recovery in 2017-18, showing signs of stronger investment and manufacturing activity. However, global trade faced several challenges with geopolitical issues occupying the centre stage.

India emerged amongst the fastest growing major economies in the world with GDP growth at about 6.7% in 2017-18 and is expected to grow above 7.3% in 2018-19.

Major reforms were undertaken over the past year including the transformational Goods and Services Tax (GST) that was launched on July 1, 2017. The long-festering Twin Balance Sheet problem was decisively addressed by the Government by formulating the new Indian Bankruptcy Code (IBC) and implementing a major recapitalization package to strengthen the public sector banks. The IBC has provided a resolution framework that will help corporates clean up their balance sheets and reduce their debts. However, addressing the Non Performing

Assets (NPA) issue of the banks remains a task for the Government and the RBI.

The Company, being a Non-Banking Financial Company (''NBFC'') registered with RBI as a Non-Deposit Accepting NBFI, derives major revenue from its investments. Sectoral policy changes by the Government, therefore, have direct impact on the profitability of the Company, as the value of the stocks, shares and bonds depends on the prevailing capital markets scenario. The future success of the Company continues to depend on its ability to anticipate the volatility of the Stock Markets, minimising risks and increasing returns through prudent investment decisions.

The investments of the Company are typically long term in nature and predominantly in the equity markets. All investments decisions are reviewed by the Board of Directors on a periodic basis.

b. Risks, Threats and Concerns:

Risk management can be construed as the identification, assessment, and prioritization of risks followed by co-ordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realisation of opportunities.

The Risk Management Committee (''RMC'') of the Board of Directors manages and monitors the Company''s risks, as detailed herein below under the heading Risk Management Process.

c. Internal control systems and their adequacy:

The Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee of the Board of Directors reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial during the year under review. As on March 31, 2018, there were eight (8) employees including Key Managerial Personnel (''KMP'') of the Company.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on March 31, 2018 to which the financial statements relate and the date of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 (''the Act'') and Regulation 34 of the Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''the Listing Regulations'') the Consolidated Financial Statements of the Company and its subsidiaries, including the statement containing salient features of the financial statements of all the subsidiary companies of the Company as set out in prescribed Form AOC-1, forms part of this Annual Report 2017-18.

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES:

There was no change in the subsidiaries, joint ventures or associates during the year under review.

Further, the Financial Statements of these subsidiaries are uploaded on the website of the Company in accordance with Section 136 of the Act. The Annual Accounts of these subsidiaries and the other related information will be made available to any Member of the Company seeking such information and also available for inspection at the Registered Office of the Company.

As required under Regulation 16(1)(c) of the Listing Regulations, the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company''s web-site at the link http://summitsecurities. net/PolicyonMaterialSubsidiary.pdf.

RISK MANAGEMENT PROCESS:

Though, the requirements of constitution of the Risk Management Committee contained in Regulation 21 of the Listing Regulations are not yet applicable to the Company, the Board of Directors has constituted the Risk Management Committee of the Board of Directors (''Risk Management Committee'') in terms of the Guidelines on Corporate Governance issued by the RBI in the year 2010. The terms of reference of the Risk Management Committee are in accordance with the aforesaid Guidelines, the Act and Listing Regulations as well.

The Risk Management Committee has formulated a Risk Management Policy. This policy defines a process to ensure that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the element in the Risk Management Process as defined in the Risk Management Policy is identification and assessment of risks. The identified risks pertaining to the nature of business carried out by the Company comprise of Business Risks, Finance Risks, Regulatory Risks, Environment Risks, Information Technology Risks etc. Risk mitigation measures are also reviewed alongside the identified risks. A report on risk evaluation and mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the Risk Management Committee for review and also placed before the Board of Directors for information.

RELATED PARTY TRANSACTIONS:

The Company had formulated a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the

Company''s website under the link http://summitsecurities. net/Related Party Transaction Policy.pdf.

The details of the transactions entered into by the Company with related parties during the year under review which requires reporting in Form AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 is appended with this report as Annexure A.

There are no relationships between the Directors inter-se nor any relationship between the Key Managerial Personnel inter-se.

None of the Directors or KMP had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMPs.

EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the Form MGT-9 is appended with this report as Annexure B.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company is registered as non-banking financial company not accepting public deposits, with the Reserve Bank of India and having its principal business of making investments, the Company is exempted from the provisions of sub-section(l) of Section 186 of the Act.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Act and the Rules framed thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors :

In accordance with the provisions of the Act, and Articles of Association of the Company, Mr. A. N. Misra, Non-Executive Director, retires by rotation and being eligible, has offered himself for re-appointment.

b. Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the rules framed thereunder, the following persons are the Key Managerial Personnel of the Company:

1. Mr. Rohin Bomanji, Manager;

2. Mr. Paras Mai Rakhecha, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Further, there was no change in the Key Managerial Personnel of the Company during the year under review.

c. Declarations from Independent Directors:

The Company has received declarations as required under Section 149(7) of the Act from all the Independent Directors stating that they meet the criteria of independence pursuant to Section 149(6) of the Act.

d. Training and Familiarisation Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified underthe Act and Regulation 25(7) of the Listing Regulations, the Company familiarises

its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company, etc. The note on this familiarisation programme is also posted on the Company''s website under the link http://summitsecurities.net/ DetailsofFamiliarisationProgramme.pdf.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of the Company has met four times during the year ended March 31, 2018, the details of the meetings of the Board of Directors held during the year are mentioned under the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES:

The Board Committees comprise of mandatory committees as per the Act and Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee. The non-mandatory Board committees comprise of the Risk Management Committee and Asset Liability Management Committee constituted as per applicable RBI guidelines. Further, the IT Strategy Committee was also constituted under the RBI guidelines. Details of composition of these committees alongwith number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE:

The detailed composition of the Audit Committee is set out in the Corporate Governance Report which forms part of this Report.

There have been no situations where the Board has not accepted any recommendations of the Audit Committee.

ANNUAL PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

The Annual Evaluation as required underthe Act and the Listing Regulations has been carried out by the Board of its own performance, the performance of each individual Director (including chairperson of Board and Committees) and its Committees. For this purpose, an Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Board of Directors.

The said questionnaire was prepared considering the criteria for evaluation in accordance with the Company''s Policy on Appointment, Training, Evaluation and Remuneration approved by the Board on recommendation of the Nomination and Remuneration Committee, interalia comprising of:

(a) attendance at meetings of the Board and Committees thereof,

(b) participation in meetings of the Board or Committee thereof,

(c) contribution to strategic decision making,

(d) review of risk assessment and risk mitigation,

(e) review of financial statements and business performance,

(f) contribution to the enhancement of brand image of the Company.

REMUNERATION POLICY:

The Board of Directors has on the recommendation of the Nomination and Remuneration Committee formulated

a policy on Appointment, Training, Evaluation and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. This policy interalia covers the requirements specified under Section 178(3) of the Act comprising of criteria for determining qualifications, positive attributes and independence of a director, etc.

The Policy provisions covering the requirements under Section 178 of the Act is given as Annexure C to this report

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2018 and the Statement of Profit and Loss for the financial year ended March 31, 2018;

(c) proper and sufficient care has been taken 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;

(d) the annual accounts have been prepared on a going concern basis;

(e) the proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(f) the systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy (''WBP'') for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The WBP is also posted in the Company''s website at the link: http://summitsecurities.net/ Whistle Blower Policy.pdf.

PARTICULARS OF EMPLOYEES:

a. During the year under review, no employee was in receipt of remuneration which in aggregate was equal or more than the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Statement containing the Disclosures pursuant to Section 197(12) of the Act and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure D to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a Non-Banking Financial Company and engaged in investments and financial activities and, as such, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy and at the same time several environment friendly measures are adopted by the Company.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Act were not applicable to the Company during the financial year ended March 31, 2018, as the Company did not fall into the criteria specified in sub-section (1) of Section 135 of the Act.

STATUTORY AUDITORS:

Messrs Chaturvedi & Shah, Chartered Accountants were appointed as the Statutory Auditors of the Company at the Seventeenth AGM of the Company held on September 27, 2014 to hold office for a period of 4 (four) consecutive years from the conclusion of the Seventeenth AGM till the conclusion of the Twenty First AGM subject to ratification by the members at every AGM of the Company. Their term accordingly expires at the conclusion of the ensuing Twenty First AGM.

Messrs Chaturvedi & Shah, Chartered Accountants have confirmed that they are eligible to act as Statutory Auditors, if appointed, in accordance with Sections 139 and 141 of the Act and Rules made thereunder.

The Board of Directors after considering the recommendation of the Audit Committee recommends the re-appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the ensuing Twenty First AGM up to the conclusion of the Twenty Sixth AGM.

INTERNAL AUDITORS:

M/s. Dinesh Jain & Co., Chartered Accountants are the Internal Auditors of the Company.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31,2018. The Secretarial Audit Report prepared in accordance with sub-section (3) of Section 134 and Section 204(1) of the Act in prescribed Form MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure E to this Report.

EXPLANATION AND COMMENTS ON AUDITORS'' REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualification, reservations or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in his Secretarial Audit Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated pursuant to Regulation 34 of the Listing Regulations are annexed as Annexure F to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

INTERNAL FINANCIAL CONTROL:

Details in respect of adequacy on internal financial controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,

2013. Internal Complaints Committee (''ICC'') had been set up to redress complaints. ICC has not received any complaints during the year under review.

SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ACKNOWLEDEMENTS:

The Board of Directors wishes to place on record its gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company.

On behalf of the Board of Directors

Ramesh D. Chandak

Chairman

DIN: 00026581

Place : Mumbai

Date : May 23, 2018

Annexure

A FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm''s length basis: None.

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances, if any:-

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188.

2. Details of material contracts or arrangement or transactions at arm''s length basis:

(a) Name(s) of the related party and nature of relationship

; a) Instant Holdings Limited (''Instant''), Wholly owned subsidiary of the Company; b) Sudarshan Electronics &T.V. Limited (''Sudarshan''), Wholly owned subsidiary of Instant Holdings Limited

(b) Nature of contracts / arrangements / transactions

; a) Investment in Rights Issue of Instant b) Sale of shares to Sudarshan

(c) Duration of the contracts/ arrangements / transactions

a) Date of Allotment: 29.03.201 8 b) Date of Sale: 06. 03.201 8

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

; Not Applicable

(e) Date(s) of approval by the Board, if any

; February 7, 2018

(f) Amount paid as advances, if any

; Not Applicable

On behalf of the Board of Directors

Ramesh D. Chandak

Chairman

DIN: 00026581

Place : Mumbai

Date : May 23, 201 8

Annexure B

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2018.

{Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014}

I. REGISTRATION AND OTHER DETAILS:

i

CIN

L65921MH1997PLC1 94571

ii

Registration Date

January 30, 1997

iii

Name of the Company

Summit Securities Limited

iv

Category/Sub-category of the Company

Company Limited by Shares Indian Non-Government Company

V

Address of the Registered office and contact details

213, Bezzola Complex, B Wing, 71 , Sion-Trombay Road, Chembur, Mumbai- 400 071 Tel No : 91-22-25292152 | Fax: 91-22-25297423 E-mail: summitsec@gmail.com Website: www.summitsecurities.net

vi

Whether listed company

Yes on BSE Limited and National Stock Exchange of India Limited

vii

Name , Address & contact details of the Registrar & Transfer Agent, if any.

TSR Darashaw Limited; 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai -400 011. Tel: 022-66568484; Fax: 022-66568494 Email: csq-unit@tsrdarashaw.com Website: www.tsrdarashaw.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No.

Name & Description of main products/ services

NIC Code of the Product /service

% to total turnover of the company

1.

Investments in Securities

64990

100%

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES:

SI. No.

Name & Address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of Shares held

Applicable Section

1.

Instant Holdings Limited (''Instant'') 213, Bezzola Complex, B Wing, 71, Sion-Trombay Road, Chembur, Mumbai -400071.

U65990MH2005PLC152062

Subsidiary Company

100%

2(87)

2.

Sudarshan Electronics & T.V. Limited 213, Bezzola Complex, B Wing, 71, Sion-Trombay Road, Chembur, Mumbai -400071.

U32100MH1979PLC021889

Subsidiary Company of Instant

2(87)

IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as % to total Equity):

(i) Category wise Shareholding

Category of Shareholders

No. of Shares held at the beginning of the year i.e. April 01, 2017

No. of Shares held at the end of the year i.e. March 31 , 2018

% change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. PROMOTERS:

(1) Indian:

a) Individual/HUF

3,682

0

3,682

0.03

3,682

0

3,682

0.03

0.00

b) Central Government

0

0

0

0.00

0

0

0

0.00

0.00

c) State Government(s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corporate

80,46,789

0

80,46,789

73.81

80,46,789

0

80,46,789

73.81

0.00

e) Bank/FI

0

0

0

0.00

0

0

0

0.00

0.00

f) Any Other: (Specify)

(f-1) Trusts

16,162

0

16,162

0.15

16,162

0

16,162

0.15

0.00

SUB TOTAL: (A)(1)

80,66,633

0

80,66,633

73.99

80,66,633

0

80,66,633

73.99

0.00

(2) Foreign:

a) NRI- Individuals

0

0

0

0.00

0

0

0

0.00

0.00

b) Other Individuals

0

0

0

0.00

0

0

0

0.00

0.00

c) Bodies Corp.

0

0

0

0.00

0

0

0

0.00

0.00

d) Banks/FI

0

0

0

0.00

0

0

0

0.00

0.00

e) Any other...

0

0

0

0.00

0

0

0

0.00

0.00

SUB TOTAL: (A)(2)

0

0

0

0.00

0

0

0

0.00

0.00

Total Shareholding of Promoter (A)=(A)(1) (A)(2)

80,66,633

0

80,66,633

73.99

80,66,633

0

80,66,633

73.99

0.00

B. PUBLIC SHAREHOLDING:

(1) Institutions:

a) Mutual Funds

85,526

339

85,865

0.79

85,526

339

85,865

0.79

0.00

b) Banks/FI

491

438

929

0.01

1,925

436

2,361

0.02

0.01

c) Cental Government

0

538

538

0.00

0

538

538

0.00

0.00

d) State Governments(s)

0

0

0

0.00

0

0

0

0.00

0.00

e) Venture Capital Fund

0

0

0

0.00

0

0

0

0.00

0.00

f) Insurance Companies

3,57,831

5

3,57,836

3.28

3,34,486

5

3,34,491

3.07

-0.21

g) Foreign Institutional Investors

7

951

958

0.01

7

951

958

0.01

0.00

h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i) Others (specify)

0

0

0

0.00

0

0

0

0.00

0.00

SUB TOTAL (B)(1):

4,43,855

2,271

4,46,126

4.09

4,21,944

2,269

4,24,213

3.89

-0.2C

(2) Non Institutions:

a) Bodies Corporates:

i) Indian

4,63,883

2,119

4,66,002

4.27

6,01,546

2,013

6,03,559

5.54

1.26

ii) Overseas

0

99,122

99,122

0.91

0

99,122

99,122

0.91

0.00

b) Individuals:

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs

11,16,240

1,01,213

12,17,453

11.17

9,71,380

98,365

10,69,745

9.81

-1.3E

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs

4,56,461

0

4,56,461

4.19

4,95,422

0

4,95,422

4.54

0.36

c) Others (specify):

(i) Trusts

7,440

0

7,440

0.07

7,320

0

7,320

0.07

0.00

(ii) Unclaimed Securities Suspense Account

25,497

0

25,497

0.23

25,451

0

25,451

0.23

0.00

(iii) Director and Relatives

0

101

101

0.00

0

101

101

0.00

0.00

(iv) Non-Resident Indian (NRI)

32,695

97

32,792

0.30

28,265

97

28,362

0.26

-0.04

(v) HUF

41,530

0

41,530

0.38

42,079

0

42,079

0.39

0.01

(vi) Clearing Members

36,317

0

36,317

0.33

31,987

0

31,987

0.29

-0.04

(vii) LLP

3,308

0

3,308

0.03

4,843

0

4,843

0.04

0.01

(viii)BC- NBFC

2,912

0

2,912

0.03

2,857

0

2,857

0.03

0.00

(ix) Other

82

5

87

0.00

82

5

87

0.00

0.00

SUB TOTAL: (B)(2)

21,86,365

2,02,657

23,89,022

21.91

22,11,232

1,99,703

24,10,935

22.12

0.2C

Total Public Shareholding (B)= (B)(1) (B)(2)

26,30,220

2,04,928

28,35,148

26.01

26,33,176

2,01,972

28,35,148

26.01

0.00

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0.00

0

0

0

0.00

0.00

Grand Total (A) (B) (C)

1,06,96,853

2,04,928

1,09,01,781

100.00

1,06,99,809

2,01,972

1,09,01,781

100.00

0.00

(ii) Share Holding of Promoters:

SI. No.

Shareholder''s Name

Shareholding at the begining of the year i.e. 01.04.2017

Shareholding at the end of the year i.e. 31 .03.2018

%

change in share holding during the year

No. of Shares

% of total shares of the company

% of shares pledged/ encumbered to total shares

No. of Shares

% of total shares of the company

% of shares pledged/ encumbered to total shares

1.

ANANTVARDHAN GOENKA

1,318

0.01

0.00

1,318

0.01

0.00

0.00

2.

HARSH VARDHAN GOENKA

2,153

0.02

0.00

2,153

0.02

0.00

0.00

3.

HARSH VARDHAN GOENKA (Trustee, Monitor Portfolio Trust)

16,157

0.15

0.00

16,157

0.15

0.00

0.00

4.

HARSH VARDHAN GOENKA (Trustee, Crystal India Tech Trust)

1

0.00

0.00

1

0.00

0.00

0.00

5.

HARSH VARDHAN GOENKA (Trustee, Nucleus Life Trust)

1

0.00

0.00

1

0.00

0.00

0.00

6.

HARSH VARDHAN GOENKA (Trustee, Stellar Energy Trust)

1

0.00

0.00

1

0.00

0.00

0.00

7.

HARSH VARDHAN GOENKA (Trustee, Secura India Trust)

1

0.00

0.00

1

0.00

0.00

0.00

8.

HARSH VARDHAN GOENKA (Trustee, Prism Estates Trust)

1

0.00

0.00

1

0.00

0.00

0.00

9.

RAMA PRASAD GOENKA

211

0.00

0.00

211

0.00

0.00

0.00

10.

STEL HOLDINGS LIMITED

69,815

0.64

0.00

69,815

0.64

0.00

0.00

11.

JUBILEE INVESTMENTS AND INDUSTRIES LTD**

2,285

0.02

0.00

2,285

0.02

0.00

0.00

12.

RPG CELLULAR INVESTMENTS AND HOLDINGS PVT LTD ***

2,90,799

2.67

0.00

2,90,799

2.67

0.00

0.00

13.

SWALLOW ASSOCIATES LLP

73,29,731

67.23

0.00

73,29,731

67.23

0.00

0.00

14.

CARNIWAL INVESTMENTS LTD

3,54,159

3.25

0.00

3,54,159

3.25

0.00

0.00

Total

80,66,633

73.99

0.00

80,66,633

73.99

0.00

0.00

** Jubilee Investments & Industries Limited merged with RPG Cellular Investments and Holdings Private Limited (''RCIHPL'') pursuant to the Scheme of Amalgamation between RPG Communication & Holdings Private Limited, KTL Industrial Finance Company Limited, Kocilim Breweries Private Limited, Yield Investments Private Limited and Jubilee Investments & Industries Limited with RCIHPL duly sanctioned by the Honorable High Court of Calcutta on June 11, 2009. RCIHPL merged with Swallow Associates Limited (''SAL'') pursuant to the Scheme of Amalgamation and Arrangement between SAL and Blue Miles Holdings Limited, South Asia Electricity Holdings Limited, Kestral Investments Limited, Petrochem International Limited and RCIHPL duly sanctioned by the Honorable High Court of Judicature at Bombay w.e.f. March 27, 2012. Further, SAL has been converted into a Limited Liability Partnership with effect from October 31, 2012 and now is known as Swallow Associates LLP.

*** RPG Cellular Investments and Holdings Private Limited merged with Swallow Associates Limited (''SAL'') pursuant to the Scheme of Amalgamation and Arrangement between SAL and Blue Miles Holdings Limited, South Asia Electricity Holdings Limited, Kestral Investments Limited, Petrochem International Limited and RCIHPL duly sanctioned by the Honorable High Court of Judicature at Bombay w.e.f. March 27, 2012. Further, SAL has been converted into a Limited Liability Partnership with effect from October 31, 2012 and now is known as Swallow Associates LLP.

(iii) Change in Promoters'' Shareholding (please specify, if there is no change):

SI. No.

Share holding at the beginning of the year

Date

Increase/ (Decrease) in Shareholding

Reason

Cumulative Share holding during the year

No. of Shares

% of total shares of the company

No of shares

% of total shares of the company

1.

At the beginning of the Year

80,66,633

73.99

80,66,633

73.99

2.

Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for Increase/ Decrease (e.g. allotment/ transfer/bonus/sweat equity etc)

None

3.

At the end of the Year

80,66,633

73.99

80,66,633

73.99

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs &

ADRsH Refer Note 1):

SI. No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year

Cumulative Shareholding at the end of the year

No.of shares

% of total shares of the company

No. of shares

% of total shares of the company

1.

Life Insurance Corporation of India

2,97,152

2.73

2,97,152

2.73

2.

VLS Finance Limited

1,81,561

1.67

1,81,561

1.67

3.

Chinappa M B

1,75,799

1.61

1,61,910

1.49

4.

SMIFS Capital Markets Limited

1,56,500

1.44

1,56,500

1.44

5.

Reliance Financial Limited

-

-

1,33,500

1.22

6.

Societe Ceat D Investissementen Asie S A

99,019

0.91

99,019

0.91

7.

Kevin Dsilva

1,03,493

0.95

98,061

0.90

8.

Seetha Kumari

91,994

0.84

91,500

0.84

9.

SBI Mutual Fund

85,188

0.78

85,188

0.78

10.

The Oriental Insurance Company Limited

35,770

0.33

35,770

0.33

Note: 1. The shares of the Company are traded on daily basis. Hence, the date wise increase/decrease in the shareholding of the above shareholders is not provided.

2. The shareholdings of the above shareholders are consolidated based on the name of the first named holder of the shares, consolidated on basis of the PAN, irrespective of sub-accounts.

(v) Shareholding of Directors and Key Managerial Personnels (KMP): Name: Mr. H. N. Singh Rajpoot

Sr.

No.

For Each of the Directors & KMP

Shareholding at the end of the year

Cumulative Shareholding during the year

No.of shares

% of total shares of the company

No of shares

% of total shares of the company

1.

At the beginning of the year i.e. April 1, 2017

101

0

101

0

2.

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity, etc.)

0

0

0

0

3.

At the end of the year i.e. March 31, 2018

101

0

101

0

Note: Apart from above no other Director or KMP held any shares in the Company at the beginning and at the end of the FY 2017-18.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment: Amount in ?

Secured Loans Unsecured Deposits excluding deposits Loans

Total Indebtedness

Indebtness at the beginning of the financial year

i) Principal Amount

None

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii)

Change in Indebtedness during the financial year

I

Additions

None

Reduction

Net Change

Indebtedness at the end of the financial year

I

i) Principal Amount

None

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i ii iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Remuneration to Managing Director, Whole time Director and/or Manager: Amount in Rs

SI.

No.

Particulars of Remuneration

Mr. Rohin Bomanji (Manager)

Total Amount

1.

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

6,000

6,000

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

0

0

(c) Profits in lieu of salary under section 1 7(3) of the Income Tax Act, 1 961

0

0

2.

Stock option

0

0

3.

Sweat Equity

0

0

4.

Commission

0

0

- as % of profit

0

0

- others (specify)

0

0

5.

Others, please specify

0

0

6.

Total (A)

6,000

6,000

7.

Ceiling as per the Act

As per Section 1 97 of Companies Act, 201 3

B. F

Remuneration to other Directors: Amount in Rs

SI.

No.

Particulars of Remuneration

Name of the Directors

Total Amount

1.

Independent Directors

Mr. H. C. Dalai

Mr. Prem Kapil

Mrs. Sneha Ranade

Mr. Abhay Nerurkar

Mr. R. D. Chandak

(a) Fee for attending board and committee meetings

34,000

22,000

36,000

25,000

20,000

1 ,37,000

(b) Commission

Nil

Nil

Nil

Nil

Nil

Nil

(c) Others, please specify

Nil

Nil

Nil

Nil

Nil

Nil

Total (1)

34,000

22,000

36,000

25,000

20,000

1,37,000

2.

Other Non Executive Directors

Mr. A. N. Misra

Mr. H. N. Singh Rajpoot

(a) Fee for attending board and committee meetings

24,000

28,000

52,000

(b) Commission

Nil

Nil

Nil

(c) Others, please specify.

Nil

Nil

Nil

Total (2)

24,000

28,000

52,000

Total (B) = (1 2)

1,89,000

Total Managerial Remuneration

1 ,89,000

Overall Ceiling as per the Act

Rs 1,00,000/- per meeting.

C. F

Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Amount in Rs

SI.

No.

Particulars of Remuneration

Key Managerial Personnel

1.

Gross Salary

Ms. Jiya Gangwani (Company Secretary)

Mr. Paras Mai Rakhecha (CFO)

Total Amount

a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961

15,21,946

39,16,412

54,38,358

b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0

0

0

c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961

0

0

0

2.

Stock options

0

0

0

3.

Sweat Equity

0

0

0

4.

Commission

0

0

0

- as % of Profit

0

0

0

- others, specify

0

0

0

5.

Others please specify

0

0

0

Total

54,38,358

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Brief Details of Penalty/ Authority Appeal Companies Act Description Punishment/ (RD/NCLT/ made if any Compounding fees imposed Court) (give details)

A. COMPANY

Penalty/ Punishment/ Compounding

None

B. DIRECTORS

Penalty/ Punishment/ Compounding

None

C. OTHER OFFICERS IN DEFAULT

Penalty/ Punishment/ Compounding

None

On behalf of the Board of Directors

Ramesh D. Chandak

Chairman

Place : Mumbai

DIN: 00026581

Date : May 23, 2018

Policy on Appointment, Training, Evaluation and Remuneration of Directors and Senior Management Personnel.

1. OBJECTIVE:

(i) Ensure compliance of the applicable provisions of the Companies Act, 2013 (''the Act''), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges (as amended or re-enacted from time to time) (''Listing Regulations'') related to the Appointment, Training, Evaluation and Remuneration of the Directors, Senior Management Personnel, including Key Managerial Personnel and in accordance with the directions of Reserve Bank of India as applicable to the Company.

(ii) Adopt best practices to manage the affairs of the Company in seamless manner and achieve corporate governance as well as sustained long-term value creation for stakeholders.

2. CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE:

The Board had re-constituted the Nomination and Remuneration Committee on October 29, 2015 and revised its terms of reference in accordance with the Listing Regulations on February 09, 2016.

3. DEFINITIONS:

(i) Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

(ii) Board means Board of Directors of the Company.

(iii) Company means Summit Securities Limited, (iv) Directors means Directors of the Company.

(v) Managing Director (MD) means a director who, by virtue of the articles of a Company or an agreement with the Company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the Company and includes a director occupying the position of managing director, by whatever name called.

(vi) Whole-time Director (WTD) in relation to Company includes a director in whole-time employment of the Company.

(vii) Non Executive Director (NED) in relation to Company means a member of a Company''s Board of Directors who is not in whole time employment of the Company.

(viii) Independent Director (ID) in relation to Company shall have the same meaning as defined under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ix) Key Managerial Personnel (KMP) means:

(i) the Chief Executive Officer (CEO) or the Managing Director(MD) or the Manager;

(ii) the Company Secretary (CS); Annexure C

(iii) the Whole-time Director (WTD); (iv) the Chief Financial Officer (CFO);

(x) Senior Management Personnel (SMP) means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Any word or term not defined in this Policy shall have the same meaning assigned under the Companies Act, 2013 read with Rules framed thereunder, if any else as per the General Clauses Act, 1897.

DIVERSITY IN THE BOARD OF DIRECTORS:

Diversity refers to the variety of attributes of diverse nature between people and encompasses acceptance, respect and an understanding that each individual is unique. These differences can include age, gender, ethnicity, physical abilities, marital status, ideologies, background, knowledge and skills.

REQUIREMENTS RELATING TO APPOINTMENT OF DIRECTORS:

(i) The Company shall appoint only those persons who possess requisite qualifications and experience and positive attributes within overall framework of diversity and are able to provide policy direction to the Company, including directions on good Corporate Governance. Prior experience of being a CEO, MD, WTD of any company shall be given importance while considering appointment.

(ii) Additional Requirement for appointment of Audit Committee member:

a) He/she should be financially literate and possess the ability to read and understand basic financial statements i.e. Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement.

b) He/she should have accounting or related financial management expertise. A person will be considered to have accounting or related financial management expertise if he/she possesses experience in finance or accounting or requisite professional certification in accounting, or any other comparable experience or background which results in the financial sophistication.

c) He/she is or has been CEO, CFO or other senior officer with financial oversight responsibilities.

(iii) Disqualifications:

Any person to be appointed as Director shall not possess the following disqualifications prescribed in Section 164 (1) of the Companies Act, 2013:

(a) He/she shall not be less than 21 years of age.

(b) He/she shall not be of unsound mind nor stand so declared by a competent court.

(c) He/she shall not be an undischarged insolvent.

(d) He/she has not applied to be adjudicated as an insolvent and his/her application is pending.

(e) He/she has not been convicted of an offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence.

(f) A person shall however not be appointed as director of the Company, if he is a director in a company which has failed to:

(i) File Financial Statements or Annual Returns for any continuous period of three financial years;

(ii) Repay deposits or pay interest thereon on due date;

(iii) Redeem debentures on due date or pay interest due thereon;

(iv) Pay dividend already declared by the said Company and such defaults continue for one year or more;

(iv) Automatic vacation of the office:

A Director shall automatically vacate his office in the following cases:

a) He/she attracts any disqualification mentioned herein above;

b) He/she absents from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board of Directors;

c) He/she acts in contravention of the provisions of section 184 relating to entering into contracts or arrangements in which he is directly or indirectly interested.

d) He/she fails to disclose his interest any contract or arrangement in which he is directly or indirectly interested, in contravention of the provisions of section 184.

(v) Applicability of Policies:

All persons appointed as Directors of the Company including the MD and the Executive Director(s), KMPs and SMPs shall ensure compliance with the Policies and Procedures adopted by the Company from time to time such as the Code of Conduct for Directors and Senior Management Personnel, the Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy, Code of Corporate Governance and Ethics or any other Company''s policy applicable to them.

6. APPOINTMENT OF KMP''s/SMP''s:

a) The appointment of the MD, CEO, WTD, CFO, and the CS shall be approved by the Board of Directors by means of a resolution.

b) The appointments of SMP shall be approved by MD, if any or the Department Head on recommendation of the Human Resources Department (HRD).

7. EVALUATION OF PERFORMANCE:

a) The Nomination and Remuneration Committee (NRC) shall carry out the evaluation of performance of every Director as under:

• Before re-appointment of Executive and

Non-Executive Directors.

• At the time of recommendation of any remuneration payable to Executive and Non-Executive Directors or changes therein.

• At such other time, as the applicable laws or the circumstances may require.

b) The evaluation of all SMPs and KMPs shall be carried out by the Departmental Head, excluding himself/herself and the MD/CEO/WTD, if any.

The evaluation process adopted by the Company shall always consider the appropriate benchmarks set as per industry standards, performance of the Industry, the Company and of the individual KMP/ SMP.

8. REMUNERATION OF NEDs, KMPs AND SMPs:

(i) The remuneration to the MD/CEO/Manager/ WTD at the time of his/her appointment shall be recommended by the NRC and approved by the Board of Directors. Such remuneration shall be subject to approval of the shareholders of the Company, whenever required.

(ii) Annual increment/ subsequent variation in remuneration to the MD/CEO/Manager/ WTD shall be approved by the NRC/ Board of Directors, within the overall limits approved by the shareholders of the Company.

(iii) The NEDs shall be entitled to receive the following within overall limits prescribed in the Act:

• Sitting fees as may be decided by the Board of Directors from time to time for attending the meeting of the Board and of the Committee thereof.

• Payment of Commission, as upto the limits permitted under Section 197 of the Act and approved by the shareholders wherever required.

• The NEDs shall be eligible for remuneration of such professional services rendered if in the opinion of the NRC, the NED possesses the requisite qualification for rendering such professional services.

(iv) The remuneration payable to the KMP''s mentioned shall be recommended by the NRC considering relevant qualification and experience of the individual as well as the prevailing market condition, and approved by the Board.

(v) The remuneration to be paid to SMP''s shall be determined by the MD, if any or the Department Head, considering evaluation mechanism and guiding principles of remuneration as mentioned in this Policy.

(vi) The NRC may consider grant of Stock Options to KMP''s & SMP''s pursuant to any Stock Option Plan adopted by the Company, if any.

9. DIRECTOR ANDOFFICERLIABILITYINSURANCE:

The Company shall provide an insurance cover to Directors, KMPs & SMPs for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust shall not be treated as a part of remuneration paid to them.

Statement containing the Disclosures pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

No director has received remuneration from the Company apart from sitting fees for attending the meetings of the Board, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee held from time to time.

Based on the sitting fees for attending the meetings held during the F.Y. 2017-18 attended by each Director, the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year is as under:

Sr. No.

Name of Director

Ratio

1.

Mr. Ramesh D. Chandak

0.04

2.

Mr. H. N. Singh Rajpoot

0.06

3.

Mr. A. N. Misra

0.05

4.

Mr. H. C. Dalai

0.07

5.

Mr. Prem Kapil

0.05

6.

Ms. Sneha Ranade

0.08

7.

Mr. Abhay V. Nerurkar

0.05

(ii) The percentage increase/(decrease) in remuneration of each Director, Chief Financial Officer (CFO), Chief Executive Officer (CEO), Company Secretary (CS) or Manager, if any in the financial year:

As stated above, none of the Directors received remuneration apart sitting fees for attending the meetings of the Board, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, where they are members. There has been no increase in the amount of sitting fee paid per meeting for attending the meetings during the year under review as compared to the financial year 2016-17.

Further, there has been no increase in remuneration of Manager during the year under review.

Annexure D

The percentage increase in remuneration of CFO during the year under review as compared to the previous year is 8.49%

The percentage increase in remuneration of CS during the year under review as compared to the previous year is 9.11%

(iii) The percentage increase in the median remuneration of the employees in the financial year: 8.17%

(iv) The number of permanent employees on the rolls of the Company:

As on March 31, 2018, the Company has eight employees on its rolls, including Key Managerial Personnel of the Company.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in the salaries of employees other than the Manager during the previous FY 2017-18 was 12.52%

The increment given to each employee is based on criterias such as performance of the company and of the individual employee during the financial year.

There was no increase made in the remuneration of Manager during the year under review.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company:

Remuneration paid during the year ended March 31, 2018 is as per Remuneration Policy of the Company

On behalf of the Board of Directors

Ramesh D. Chandak Chairman DIN:00026581

Place : Mumbai
Date : May 23, 2018

FORM No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

SUMMIT SECURITIES LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Summit Securities Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2018 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contract (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

Annexure E

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time; (Not applicable to the Company during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period)

(vi) Other laws applicable specifically to the Company namely:-

1. The Reserve Bank of India Act, 1934

2. Directions issued under The Reserve Bank of India Act, 1934

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors subject to the representation made by the Company in this regard. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

We further report that during the audit period the Company had following events which had bearing on the Company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

For Parikh Parekh & Associates

Company Secretaries

Shalini Bhat

Place : Mumbai Partner

Date : May 23, 2018

PCS No: 6484 CP No: 6994

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

''Annexure A to the Secretarial Audit Report''

To,

The Members

SUMMIT SECURITIES LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh Parekh & Associates Company Secretaries

Shalini Bhat

Place : Mumbai Partner

Date : May 23, 2018

PCS No: 6484 CP No: 6994

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `271 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `309 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `58 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `299 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `413 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `124 Cr की बिकवाली की
  • HSBC ON CASTROL : BUY रेटिंग, लक्ष्य बढ़ाकर `165/Sh
  • MS ON FUTURE RETAIL : Overweight रेटिंग, लक्ष्य घटाकर `540/Sh
  • CREDIT SUISSE ON ITC : Outperform रेटिंग, लक्ष्य `330/Sh
  • MORGAN STANLEY ON GRASIM : Overweight रेटिंग, लक्ष्य `875/Sh

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