16th ANNUAL REPORT AND ACCOUNTS 2010 - 2011 · Shri U. Harish P. Shenoy Dr. Ravindranath Shanbhag BANKERS: Canara Bank HDFC Bank Ltd. ICICI Bank Ltd. SyndicateBank Standard Chartered

16th ANNUAL REPORTAND ACCOUNTS

2010 - 2011

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ICDS Securities Ltd.Regd. Office: Syndicate House

Upendra Nagar, MANIPAL – 576 104

ICDS SECURITIES LImITED

ChAIRmAN : Shri T. Mohandas Pai

whOLE-TImE DIRECTORS : Shri D. Sreepathi Shri G. S. Shridhar

DIRECTORS : Shri T. Satish U. Pai Shri U. Harish P. Shenoy Dr. Ravindranath Shanbhag

BANKERS : Canara Bank HDFC Bank Ltd. ICICI Bank Ltd. SyndicateBank Standard Chartered Bank The Federal Bank Ltd.

AUDITORS : M/s Pathak H.D. & Associates Chartered Accountants 709, Tulsiani Chambers 212, Nariman Point MUMBAI – 400 021

REGISTERED OFFICE : Syndicate House Upendra Nagar MANIPAL – 576 104

CORPORATE OFFICE : N -115, North Block, I Floor Rear Wing, Manipal Centre 47, Dickenson Road BANGALORE – 560 042

REGISTRARS AND ShARE : Cameo Corporate Services Ltd. TRANSFER AGENTS Subramanian Building, No.1 Club House Road CHENNAI – 600 002

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NOTICENOTICE is hereby given that the Sixteenth Annual General Meeting of the Members of ICDS Securities Limited will be held on Tuesday, the 20th September, 2011 at 11.�0 a.m. in the Regd. Off.: Syndicate House, Manipal – 576 104 to transact the following business:

ORDINARY BUSINESS:1. To consider and adopt the Balance Sheet as at

�1st March, 2011 and Profit and Loss Account for the year ended on that date and reports of the Board of Directors and Auditors.

2. To appoint a Director in place of Sri U. Harish P. Shenoy who retires by rotation and being eligible offers himself for reappointment.

3. To appoint Auditors of the Company and fix their remuneration.

SPECIAL BUSINESS4. To consider and if thought fit, to pass with or

without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED ThAT Mr. T. Mohandas Pai, who was appointed as an Additional Director by the Board of Directors at its meeting held on 21st March, 2011 and who ceases to hold office at this Annual General Meeting pursuant to Section 260 of the Companies Act, 1956 and who is eligible for appointment and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

5. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED ThAT Dr. K. Ravindranath Shanbhag, who was appointed as an Additional Director by the Board of Directors at its meeting held on 21st March, 2011 and who ceases to hold office at this Annual General Meeting pursuant to Section 260 of the Companies Act, 1956 and who is eligible for appointment and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing his candidature for the

office of a Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

6. To consider and if thought fit, to pass, with or without modification(s), if any, the following resolution as an Ordinary Resolution:

“RESOLVED ThAT pursuant to the provisions of the Section 198,269,�09,�10 and �11 and other applicable provisions, if any, of the Companies Act, 1956 and in terms of Articles of Association of the company and in accordance with the conditions specified in Schedule XIII to the Companies Act, 1956, the Company hereby accords its consent for the reappointment of Mr. D. Sreepathi, Whole-time-Director of the Company for a further period of � years with effect from 1st November, 2010 on the terms set out herein below:

I. a) Basic Salary – Rs.34,400/- per mensem – Annual Increments subject to the approval of the Board.

b) Performance linked variable pay as may be decided by the Board from time to time up to the end of the tenure, the same to be paid on a pro-rata basis every month or on an annual basis or partly monthly and partly on annual basis subject to a maximum of �% per annum of the gross income from broking activities.

II. Perquisites, benefits etc.a) House Rent Allowance upto Rs.10,000/-

per month or such amount as may be decided by the Board from time to time.

b) Medical re-imbursement for self and family subject to the rules of the Company.

c) Re-imbursement of conveyance expenses to the extent of Rs.800/- per mensem.

d) Exgratia to the extent of one month’s salary or as approved by the Board.

e) Leave and Encashment of Leave as per Rules of the Company.

f) Encashment of Leave, Travel Expenses for self and family as per the rules of the Company.

g) Re-imbursement of expenditure incurred for academic and professional development.

h) Telephone at residence and cell phone for office use.

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i) Provident Fund – Companies Contribution to the extent of 12% of the Basic Salary.

j) Gratuity as per rules of the Company.RESOLVED FURThER ThAT in the absence of or inadequacy of net profit in any financial year remuneration payable to Mr. D. Sreepathi, shall be governed by Section 2 of the Part II of Schedule XIII of the Companies Act, 1956 or any statutory modification thereof.RESOLVED FURThER ThAT the aforesaid terms shall be deemed to be the extract of the terms and conditions of the contract of employment between the Company and Mr. D. Sreepathi.RESOLVED FURThER ThAT Mr. D. Sreepathi shall not be paid any fees for attending the meetings of the Board or Committees so long as he holds the position of Whole-time-Director.

7. To consider and if thought fit, to pass, with or without modification(s), if any, the following resolution as an Ordinary Resolution:

RESOLVED ThAT pursuant to the provisions of the Section 198,269,�09,�10 and �11 and other applicable provisions, if any, of the Companies Act, 1956 and in terms of Articles of Association of the Company and in accordance with the conditions specified in Schedule XIII to the Companies Act, 1956, the Company hereby accords its consent for the reappointment of Mr. G. S. Shridhar, Whole-time-Director of the Company for a further period of � years with effect from 1st November, 2010 on the terms set out herein below:

I. a) Basic Salary – Rs.31,900/- per mensem – Annual Increments subject to the approval of the Board.

b) Performance linked variable pay as may be decided by the Board from time to time up to the end of the tenure, the same to be paid on a pro-rata basis every month or on an annual basis or partly monthly and partly on annual basis subject to a maximum of �% per annum of the gross income from broking activities.

II. Perquisites, benefits etc.:a) House Rent Allowance upto Rs.10,000/-

per month or such amount as may be decided by the Board from time to time.

b) Medical re-imbursement for self and family subject to the rules of the Company.

c) Re-imbursement of conveyance expenses to the extent of Rs.800/- per mensem.

d) Ex-gratia to the extent of one month’s salary or as approved by the Board.

e) Leave and Encashment of Leave as per Rules of the Company.

f) Encashment of Leave, Travel Expenses for self and family as per the rules of the Company.

g) Re-imbursement of expenditure incurred for academic and professional development.

h) Telephone at residence and cell phone for office use.

i) Provident Fund – Companies Contribution to the extent of 12% of the Basic Salary.

j) Gratuity as per rules of the Company. RESOLVED FURThER ThAT in the absence

of or inadequacy of net profit in any financial year remuneration payable to Mr. G. S. Shridhar, shall be governed by Section 2 of the Part II of Schedule XIII of the Companies Act, 1956 or any statutory modification thereof.

RESOLVED FURThER ThAT the aforesaid terms shall be deemed to be the extract of the terms and conditions of the contract of employment between the company and Mr. G. S. Shridhar.

RESOLVED FURThER ThAT Mr. G. S. Shridhar shall not be paid any fees for attending the meetings of the Board or Committees so long as he holds the position of Whole-time-Director.

8. To consider and if thought fit, to pass, with or without modification(s), if any, the following resolution as a Special Resolution:

RESOLVED ThAT pursuant to the provisions of Section �1 and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modifications or re-enactment thereof for the time being in force), the existing articles of association of the Company be and are hereby substituted by a new set of articles of association, a draft of which has been initiated by the Chairman and made available for inspection by the shareholders at the registered office of the Company during business hours and is available online on the website of the Company, be and are hereby

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approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company.

RESOLVED FURThER ThAT Mr. D. Sreepathi, and Mr. G. S. Shridhar, Whole-time-Directors be and are hereby authorised severally by the Company to undertake such acts, deeds and matters and take such steps and actions and make all such filings and execute all such deeds and documents as they may in their absolute discretion deem necessary, proper or desirable, including any amendment or modification to the proposed articles of association as per the suggestion/direction of the Regulatory Authorities and settle any question, difficulty or doubt that may arise in this regard, including but not limited to make requisite filings with Registrar of Companies and Stock Exchanges, that may be required to give effect to the alteration of the articles of association of the Company in accordance with this resolution.

NOTES:1. A MEMBER ENTITLED TO ATTEND AND

VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AND THE PROXY NEED NOT BE A MEMBER.

2. The Register of Members and Share Transfer Book will remain closed from 15th September, 2011 to 20th September, 2011 (both days inclusive).

�. In terms of Section 205A and 205C of the Companies Act, 1956, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF). Shareholders are requested to ensure that they claim dividend before it is transferred to IEPF.

By Order of the Board of Directors

Sd/-Place : Manipal (T. Mohandas Pai)Date : 26th July, 2011 Chairman

EXPLANATORY STATEMENT UNDER SECTION 173 OF ThE COMPANIES ACT, 1956.Item No. 4 and 5 Mr. T. Mohandas Pai and Dr. K. Ravindranath Shanbhag have been appointed as Additional Directors by the Board, at its meeting held on 21st March, 2011 and they hold the office up to this Annual General Meeting. Their continuation on the Board will enable the Company to gain from their considerable experience and expertise in relation to the Company’s business. The Company has received Notices in writing from 2 members under Section 257 of the Companies Act, 1956 along with deposits of Rs.500/- each proposing their candidatures for the office of Director. The Board recommends their appointment.No Director of the Company other than Mr. T . Mohandas Pai and Dr. K. Ravindranath Shanbhag is concerned or interested in the Resolution.Item No. 6 and 7Mr. D. Sreepathi and Mr. G. S. Shridhar hold the position of Whole-time-Directors of the Company since 1st November, 2004. The terms of their reappointment as Whole-time-Directors approved in the 1�th Annual General Meeting held on �0th September, 2008 were expired on �1st October, 2010. The Board in its Meeting held on 11th November, 2010, had reappointed Mr. D. Sreepathi and Mr. G. S. Shridhar as Whole-time-Directors for a further period of � years with effect from 1st November, 2010 upon the terms of remuneration as set out in Resolution Nos. 6 & 7 subject to obtaining necessary approval from the shareholders in this behalf in the Annual General Meeting. Both of them were instrumental for turn around and growth of the Company. Their reappointment as Whole-time-Directors for a further period is beneficial in the interest of the Company.Hence, the resolutions in item No. 6 & 7 of the Notice are being proposed for the consideration of the members. The details of the remuneration payable to them incidental to their reappointment are set out in the resolution. The same may also be treated as abstracts of the terms and conditions of their reappointment required to be circulated to the members under the provisions of Section �02 of the Companies Act, 1956.

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The Board recommends that these resolutions may be passed.Sri D. Sreepathi and Mr. G. S. Shridhar, Whole-time-Directors are concerned/interested in the resolution in so far as it entitles them to salary and other perquisites referred to in the resolution.Item No. 8The Members are aware that the Company has, pursuant to resolution passed at the Extra-Ordinary General Meeting of the Company held on April 29, 2011, raised capital by issuing additional shares on preferential allotment basis to SHK Ebene Limited, Mauritius as a strategic investor under the public category and SHK Ebene Limited’s current shareholding in the company is 14.99% of the paid up share capital. Pursuant to the issuance of such shares to SHK Ebene Limited as per the Subscription Agreement dated February 22, 2011, the Shareholders Agreement dated February 22, 2011 entered into with SHK Ebene Limited provides for certain rights to SHK Ebene Limited aimed at protecting their interest in the Company during the period of their investment. It is therefore proposed to amend the articles of association of your Company, to meet the contractual obligations of the Company as per the Shareholders Agreement.Further, the present articles of association of the Company have been drafted more than 15 years ago and the same are being updated in order to incorporate the current relevant provisions.

These modifications would help in future growth of the Company and also enable the Company in attracting qualified savvy investors, both foreign and domestic. Pursuant to the provisions of Section �1 of the Companies Act, 1956 alteration of articles of association requires the approval of the members of the Company by way of passing of Special Resolution to that effect.A copy of new set of articles of association as referred to in the notice / explanatory statement are available for inspection at the registered office of the Company between 1.00 p.m. and 5.00 p.m. on any working day upto 20th September, 2011. The same are also available on the Company’s website www.icdssecurities.com till such date.The Board of Directors of the Company recommends the resolution set out in Item No. 8 of the accompanying notice for the approval of the members of the Company. None of the Directors is deemed to be concerned or interested in the above resolution.

By Order of the Board of Directors


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To:The Members of ICDS Securities Ltd.

Your Directors are pleased to present 16th Annual Report and the Audited Statement of Accounts for the year ended �1st March, 2011.

FINANCIAL RESULTS (Rs. in Lakhs)

31-03-2011 �1-0�-2010 Profit before depre-ciation and Tax 19.80 65.72Depreciation 12.12 1�.41Provision for Tax

(including prior adjust-ments if any) (0.96) 16.4�

Net Profit for the year 8.64 �5.88

PERFORMANCEDuring the year, the Company earned a gross Income of Rs.1,93,63,522/- as against Rs.2,59,60,036/- in the previous year.The Company has earned a net profit after tax of Rs.8,64,548/- during the year as against Rs.35,88,441/- in the previous year.In view of inadequacy in profits, your Directors have not recommended any dividend for the financial year 2010-11.The Brokerage business in India has not grown in the past 15 months or so, and the brokerage income has been on a decline month on month. This is because the volumes on better margin yielding Cash market trades have fallen by over 50% from an average of Rs.18000 crores to Rs.20000 crores per day to about Rs.10000 crores to 12000 crores per day. This has made brokerage business to become a low margin and high volume oriented business. The market in terms of participation from new investors is not expanding and hence all the brokerages irrespective of their size are trying to chase a limited set of clients and offering substantially lower costs.The change in market dynamics forced us to look at various options to compete with-in this sector for future growth and place ourselves in a better position to keep ourselves afloat in this transition period. The stock market trading activities are seeing higher volumes from Institutional & High Networth traders who are using Computer based automated/High Frequency trading strategies, which is currently being offered by a few national level broking house. Your company has also identified this segment as the next big

business opportunity and is setting up trading infrastructure for this purpose at an estimated investment of about Rs.100 lakhs, this segment is expected to be operational from October 2011, and full benefits of these investments would start accruing from FY 2012-13 onwards. Your company is pleased to inform you that the allotment of 7,10,000 equity shares on preferential allotment basis to a Strategic Investor M/s SHK Ebene Ltd., Mauritius (5,33,500) and the promoter company ICDS Ltd. (1,76,500) has been successfully completed by issuance and allotment of new equity shares at a price of Rs.41.94 per share (i.e. Rs.10 face value at a premium of Rs.31.94 per share) aggregating to Rs.2,97,77,410. These funds would be utilized for the Capital Expenditure for setting up of the proposed High Frequency Trading Infrastructure, Institutional services Desk at Mumbai and augumenting the Capital Adequacy with both NSE & BSE for the existing & proposed new business activities.During the financial year, your Company has divested its entire shareholding of the erstwhile wholly owned Subsidiary M/s Konkan Commodity & Derivatives Pvt. Ltd. in order to comply with one of the conditions laid down by the foreign strategic Investor, however there was no business being transacted in that company since March 2010 i.e. after surrender of its Membership of Multi Commodity Exchange of India Ltd.The Company has continued the financial outsourcing services in association with Standard Chartered Bank and also the agency business for Fixed Deposits and other Debt products of various companies like ICICI Home Finance Company Ltd., HDFC Ltd., Tata Capital Ltd., and M&M Financial Services Ltd. alongwith Distribution of Mutual fund products.

DIRECTORSMr. T. Mohandas Pai and Dr. K. Ravindranath Shanbhag were appointed as additional directors of the Company on 21st March, 2011. They continued to be Directors till the date of forthcoming Annual General Meeting. Company has received notices from members proposing them to the position of Directors at the meeting. During the year Mr. U. Harish P. Shenoy retires by rotation and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENTAs required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

DIRECTORS’ REPORT

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(i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure:

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on �1st March, 2011 and of the profit of the Company for the year ended as on that date:

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

LISTING Shares of the Company are listed on OTC Exchange of India Ltd. (OTCEI). Annual Listing Fees has been paid upto date.

COMPLIANCE CERTIFICATEPersuant to proviso to Section 383 A (1) of the Companies Act, 1956, Certificate to the effect that the Company has complied with all the provisions of the Companies Act, 1956 is obtained from Mr. Sadananda S. Kamath, a Secretary in whole-time practice for filing with the Registrar of Companies and a copy of such Certificate is attached as Annexure to this Report.

AUDITORSM/s Pathak H. D. & Associates, Chartered Accountants, Mumbai, Auditors of your Company retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

PARTICULARS OF EMPLOYEESDuring the year under review, the Company had no employees whose remuneration exceeded the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

PARTICULARS REGARDING CONSERVATION OF ENERGY & TEChNOLOGY ABSORPTION: NIL.

FOREIGN EXChANGE EARNINGS AND OUTGO : NIL

ACKNOWLEDGEMENTYour Directors take this opportunity to place on record their appreciation of the support extended by the Shareholders, the Stock Exchanges, Brokers and Banks and Members of Staff of the Company during the year under report.

For and on behalf of the Board of Directors


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To: The MembersICDS Securities Ltd.Regd. Office: Syndicate House Manipal – 576 104KARNATAKADear Sir,I have examined the registers, records, books and papers of ICDS Securities Ltd. (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Article of Association of the Company for the financial year ended 31-03-2011. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained

all registers as stated in Annexure “A” to this certificate, as per the provisions of the Companies Act, 1956 and the rules made there under and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure “B” to this certificate, with the Registrar of Companies, Karnataka within the time prescribed under the Act and the rules made there under.

�. The Company is a public limited Company and it has the minimum prescribed paid up share capital.

4. The Board of Directors duly met 7 (Seven) times on 24-05-2010, 12-08-2010, 11-11-2010, 14-02-2011, 15-02-2011, 22-02-2011 and 21-0�-2011 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. The Company has closed its Register of Members and Share Transfer Book during the financial year for ascertaining the names of members who were entitled for dividend.

6. The 15th Annual General Meeting for the financial year ended 31-03-2010 was held on Tuesday, the 28th day of September, 2010 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No Extra-Ordinary General Meeting of Members was held during the financial year.

8. The Company has not advanced any loans to its Directors or persons or firms or companies referred in Section 295 of the Act.

9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act.

10. The Company has maintained a Register under Section �01 of the Act.

11. As there were no instances falling within the purview of Section �14 of the Act, the Company has not obtained any approvals from the Board of Directors, Members or Central Government as the case may be.

12. The Company has issued Duplicate Share Certificates during the financial year.

1�. The Company has : i. delivered all the Share Certificates

on lodgement thereof for transfer in accordance with the provisions of the Act.

ii. deposited amount in a separate Bank Account as dividend was declared during the financial year.

iii. declared dividend @ Rs.0.60 paise per share on the paid up equity share capital during the financial year and dividend warrants were posted to all the members within the stipulated time period.

iv. Deposited unclaimed dividends in the separate Bank account and same will be dealt in accordance with the provisions of the Companies Act, 1956.

v. duly complied with the requirements of Section 217 of the Act.

vi. Company does not have: (a) application money due for refund, (b) matured deposits, (c) matured debentures and interest

accrued thereon which have remained unclaimed or unpaid for 7 years to Investor Education and Protection Fund.

14. The Board of Directors of the Company is duly constituted and there had been no appointment of additional director, alternate director or director to fill casual vacancy during the financial year.

15. The Company has re-appointed Whole-time Directors for a period of � years w.e.f. 1st November, 2010.

16. The Company has not appointed any sole-selling agent during the financial year.

17. The Company was not required to obtain any approval of the Central Government,

COMPLIANCE CERTIFICATERef.: CIN- L65110KA1995PLC017907

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Company Law Board, Regional Director, Registrar of Companies and/or such authorities prescribed under the various provisions of the Act.

18. The Directors disclose their interest in other firms/companies to the Board of Directors, pursuant to the provisions of the Act and the rules made there under as and when business in which any of them are interested comes before the Board of Directors.

19. The Company has not issued any equity shares during the financial year.

20. The Company has not bought back any Shares during the financial year.

21. There was no redemption of Preference Share or debentures during the financial year.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of Section 58A of the Companies Act, 1956 from the public during the financial year.

24. The Company has not made any borrowings during the financial year.

25. The Company has not given any loans or advances or given guarantees or provided securities to other bodies corporate.

26. The Company has not altered the provisions of the memorandum with respect to situation of the Company-registered office from one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company during the year under scrutiny and complied with the provisions of the Act.

28. The Company has not altered the provisions of the memorandum with respect to name of the Company during the year under scrutiny and complied with the provisions of the Act.

29. The Company has not altered the provisions of the memorandum with respect to share capital of the Company during the year under scrutiny.

�0. The Company has not altered its Articles of Association of the Company during the financial year.

�1. There was no prosecution initiated against or show-cause notices received by the Company during the financial year for offences under the Act.

�2. The Company has not received any money as security from its employees during the financial year.

��. The Company has duly complied with the Provisions of PF Act and ESI Act.

Sd/- Sadananda S. Kamath Practicing Company Secretary ACS-5�5; CP No. 4477Date : 21st May, 2011 Place : Manipal

Annexure ARegisters as maintained by the Company:1. Register of Members u/s 1502. Minutes of Board / Committee / General

Meetings u/s 193.3. Register of Contracts u/s 301 of the

Companies Act.4. Register of Directors u/s 3035. Books of Accounts under Section 2096. Copies of Annual Returns u/s 1597. Register of Directors Shareholdings pursuant

to Section �07 of the Companies Act.8. Register of Charges u/s 143.

Annexure BForms and Returns as filed by the Company with the Registrar of Companies, during the financial year ended on �1st March, 2011:1. Form 66 in respect of Compliance Certificate

u/s 383-A vide SRN P53677985 dtd. 05-10-2010.

2. Form 23AC & 23ACA in respect of Annual Report containing Directors Report, Auditors Report, Balance Sheet and Profit and Loss Account for the financial year ended 31st

March, 2010 vide SRN P5�9468�6 dtd. 08-10-2010.

3. Form No. 20B in respect of Annual Return u/s 159 vide SRN P590978�2 dtd. 08-11-2010.

4. Form No. 23 in respect of resolutions for appointment of whole-time-directors vide SRN A985258�5 dtd.19-11-2010 and 25C in respect of return on remuneration payable to whole-time-directors vide SRN Nos.A985294�1 and A98529977 on 19-11-2010.

Sd/- Sadananda S. Kamath Practicing Company Secretary ACS-5�5; CP No. 4477

Date : 21st May, 2011 Place : Manipal

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AUDITORS’ REPORT To, The Members of ICDS Securities Limited

We have audited the attached Balance Sheet of ICDS Securities Limited (‘the Company’) as at �1st March, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. 1. We conducted our audit in accordance with

auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’), as amended, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (‘the Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

3. Further to our comments in the Annexure referred to above, we report that: - a) we have obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion, proper books of account as required by law have been kept by

the Company so far as appears from our examination of these books;

c) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) in our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

e) on the basis of written representations received from the directors, as on �1st March 2011, and taken on record by the Board of Directors of the Company, we report that none of the directors are disqualified as on 31st March, 2011 from being appointed as a director in terms of Clause (g) of Sub-section (1) of Section 274 of the Act;

f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

i) in the case of the Balance Sheet, of the state of the affairs of the Company as at �1st March, 2011 ;

ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For PAThAK h. D. & ASSOCIATESChartered Accountants

Firm Registration No.: 107783W

Sd/- Sudhir Prabhu K. Partner Membership No.: 209589 Place: Bengaluru Date : 24-05-2011

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ANNEXURE TO ThE AUDITORS’ REPORTThe Annexure referred in Paragraph 2 of our report to the members of ICDS Securities Limited (‘the Company’) for the year ended 31st March, 2011. We report that : 1) a) The Company has maintained proper

records, showing full particulars including quantitative details and situation of fixed assets.

b) We are informed that most of the fixed assets have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

c) There has not been any significant disposal of fixed assets during the year.

2) The Company has no Inventories and therefore Clause 4(ii) of the Companies (Auditor’s Report) Order, 2003 (as amended) about valuation and maintenance of records of inventories is not applicable to the Company.

3) a) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms or other parties listed in the Register maintained under Section �01 of the Act. Consequently requirement of Clause 4 (iii) (a), (b), (c) & (d) of the Order are not applicable to the Company.

b) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from Companies, Firms or other parties listed in the Register maintained under Section �01 of the Act. Consequently requirement of Clause 4 (iii) (e) & (f) of the Order are not applicable to the Company.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of services. Further, on the basis of our examination

of books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuous failure to correct major weakness in the aforesaid internal control systems.

5) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements referred to in Section �01 of the Act have been entered in the register required to be maintained under that Section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Act exceeding Rs.5, 00,000/- (Rupees five lakhs only) in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant date.

6) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from public as per the provision of Section 58A and 58AA of the Act and the rules framed there under. There are no Orders from Company Law Board or Reserve Bank of India or any Court or any other Tribunal. Accordingly, provision of Clause 4(vi) of the Order is not applicable to the Company .

7) The Company’s internal audit is conducted by a firm of Chartered Accountants. However Internal Audit scope needs to be expanded in order to make it commensurate with its size and nature of its business.

8) The Central Government has not prescribed maintenance of Cost Records u/s 209(1) (d) of the Act.

131� 12 131� 12

9) a) According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on �1st March, 2011 for a period of more than six months from the date of becoming payable.

b) According to the records of the company, there are no dues of income tax, sales tax, wealth tax, service tax, customs duty and excise duty/cess which have not been deposited on account of any dispute.

10) The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the Company does not have any borrowings from banks, financial institutions and debenture holders. Accordingly, provision of Clause 4(xi) of the Order is not applicable to the Company.

12) In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, Clause 4 (xiii) of the Order is not applicable to the Company.

14) The Company has maintained proper records of transaction and contracts in respect of trading in securities and other investments and timely entries have been

made therein. The Company in its own name has held all securities and other investments.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) No term loans were raised by the Company during the year.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for the long term investment.

18) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section �01 of the Act during the year.

19) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered under our report. Accordingly provisions of Clause 4 (xix) of the Order are not applicable to the Company.

20) The Company during the year has not raised any money by public issue (s).

21) During the course of examination of Books of Account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have not come across any fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the Management.

For PAThAK h. D. & ASSOCIATESChartered Accountants


Sd/- Sudhir Prabhu K. Partner Membership No.: 209589 Place: Bengaluru Date : 24-05-2011

1515 14 1515 14

BALANCE SHEET AS AT 31ST MARCH, 2011(Amount in Rupees)

Particulars Schedules As at March 31, 2011 As at March 31, 2010

SOURCE OF FUNDSShareholders’ FundsShare Capital A 2,84,83,320 2,84,83,320Reserves & Surplus B 1,87,00,782 4,71,84,102 1,78,36,234 4,63,19,554Deferred Tax Liability 30,67,577 31,64,060 TOTAL 5,02,51,679 4,94,83,614APPLICATION OF FUNDSFixed AssetsGross Block C 3,02,39,951 3,06,64,941Less: Depreciation 1,32,83,097 1,25,11,577Net Block 1,69,56,854 1,81,53,364Investments D 2,04,650 33,66,636Current Assets & Loan and Advances ECurrent AssetsInventories 8,14,798 – Sundry Debtors 17,75,272 42,69,304Cash & Bank Balances 1,17,57,473 2,31,68,988

1,43,47,543 2,74,38,292Loans & Advances F 3,04,36,413 2,83,55,587

4,47,83,956 5,57,93,879Less: Current Liabilities & Provisions GCurrent Liabilities 1,14,29,026 2,55,68,667Provisions 2,64,755 22,61,598

1,16,93,781 2,78,30,265Net Current Assets 3,30,90,175 2,79,63,614 TOTAL 5,02,51,679 4,94,83,614Significant Accounting Policies and JNotes to Accounts

Schedules referred above are an integral part of the Balance SheetThis is the balance sheet referred to in our report of even date

For and on behalf of the Board For PATHAK H. D. & ASSOCIATES Chartered Accountants Firm Registration Number : 107783W Sd/- Sd/- Sd/- Sd/- Sudhir Prabhu K. D. Sreepathi G. S. Shridhar T. Satish U. Pai Partner Whole-time Director Whole-time Director DirectorMembership No.: 209589

Place : Bengaluru Place : ManipalDate : 24-05-2011 Date : 24-05-2011

1515 14 1515 14

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011(Amount in Rupees)

Particulars Schedules 2010-11 2009-10

INCOMEIncome from Operations 1,82,33,135 2,63,84,542Less: Service Tax 11,07,226 1,71,25,909 17,46,044 2,46,38,498Other Incomes 22,37,613 13,21,538 TOTAL 1,93,63,522 2,59,60,036EXPENDITUREPersonnel H 79,84,767 89,80,878Administrative & Other Expenses I 82,65,468 95,99,027Finance Charges 11,33,302 8,07,958Depreciation 12,11,920 13,40,985 TOTAL 1,85,95,457 2,07,28,848Profit before tax 7,68,065 52,31,188Provision for Taxation:Current Tax 1,40,000 8,50,000MAT Credit Entitlement for the year (1,40,000) (2,65,880)Deferred Tax (96,483) 10,67,167Reversal of Provision of Income tax for earlier year – (96,483) (8,540) 16,42,747Profit after tax 8,64,548 35,88,441Balance Brought Forward 76,79,675 75,84,076Profit available for appropriation 85,44,223 1,11,72,517AppropriationsProposed Dividend for equity shares – 17,08,999Tax on proposed Dividend – 2,83,843Transfer to General Reserve – 15,00,000Profit and Loss account carried forward 85,44,223 76,79,675 TOTAL 85,44,223 1,11,72,517Earning Per Share (Basic/Diluted) of Rs. 10 each (in Rupees) 0.30 1.26 [Refer Note No. II (10) of Schedule - J]Significant Accounting Policies and JNotes to AccountsSchedules referred above are an integral part of the Profit and Loss Account

This is the Profit and Loss Account referred to in our report of even date For and on behalf of the Board

For PATHAK H. D. & ASSOCIATES Chartered Accountants Firm Registration Number : 107783W Sd/- Sd/- Sd/- Sd/- Sudhir Prabhu K. D. Sreepathi G. S. Shridhar T. Satish U. Pai Partner Whole-time Director Whole-time Director DirectorMembership No.: 209589


1717 16 1717 16

SCHEDULES FORMING PART OF THE BALANCE SHEET(Amount in Rupees)

Particulars Schedule As at 31-03-2011 As at 31-03-2010

SHARE CAPITAL A

Authorised

1,00,00,000 Equity Shares of Rs.10 each 10,00,00,000 10,00,00,000

Issued, Subscribed and Paid-up

28,48,332 Equity Shares of Rs.10 each fully paid up 2,84,83,320 2,84,83,320

TOTAL 2,84,83,320 2,84,83,320

RESERVES AND SURPLUS B

Capital Reserve 1,14,030 1,14,030

General Reserve

Opening Balance 1,00,42,529 85,42,529

Less : Transfer from Profit and Loss account – 1,00,42,529 15,00,000 1,00,42,529

Profit & Loss Account 85,44,223 76,79,675

TOTAL 1,87,00,782 1,78,36,234

1717 16 1717 16

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Particulars Schedule As at 31-03-2011 As at 31-03-2010 Nos. Amount Nos. Amount

INVESTMENTS DLONG TERM INVESTMENTS-AT COST

(i) Non-Trade, Unquoted

Equity Shares in Subsidiary

Konkan Commoditiy & Derivatives Pvt. Ltd. – – 2,62,499 30,96,986

[Fully Paid Equity Shares of Rs.10/- each]

Associate Company

Blue Cross Builders & Investments Ltd. – – 50,000 5,00,000


Others

Computek Software Limited 30,000 3,00,000 30,000 3,00,000


(ii) Trade - Unquoted

BgSE Financials Limited 20,000 2,00,000 20,000 2,00,000

[Fully Paid Shares of Rs.10/- each]

CURRENT INVESTMENTS-AT COST

(iii) Non-Trade, Unquoted

Bangalore Stock Exchange Limited 4,650 4,650 69,650 69,650

[Fully paid Equity Share of Rs.1/- each]

TOTAL 5,04,650 41,66,636

Less : Provision for dimunition in value 3,00,000 8,00,000

TOTAL 2,04,650 33,66,636

1919 18 1919 18



CURRENT ASSETS, LOANS & ADVANCES EINVENTORIES(Value taken as certified by the Management)Stock in Trade * 8,14,798 – TOTAL 8,14,798 –

* Represents SBI Bonds purchased on behalf of client for immediate disposal, as such Quantitative details are not given.

SUNDRY DEBTORS(Unsecured, Considered good)Outstanding for a period exceeding six monthsConsidered Good 59,331 62,211Considered Doubtful – 42,315

59,331 1,04,526Less: Provision for doubtful debts – 59,331 42,315 62,211

Others (Considered Good) 17,15,941 42,07,093

TOTAL 17,75,272 42,69,304

CASH AND BANK BALANCESCash on Hand and Cheque 11,550 27,553Balances with Scheduled Banks In Current Accounts * 37,45,923 1,51,41,435 In Deposit Accounts ** 80,00,000 1,17,45,923 80,00,000 2,31,41,435

TOTAL 1,17,57,473 2,31,68,988

* Includes amount of Rs.9,76,100 (P.Y. Rs. 8,31,204) restricted on account of unclaimed dividend.** Deposit with Banks includes Rs.80,00,000 (P.Y. Rs.80,00,000) that are pledged towards margin money

with stock exchanges and clearing house.

2121 20 2121 20



LOANS AND ADVANCES F(Unsecured, Considered good) Advances recoverable in cash or in kind or for value to be received 30,46, 092 24,41,297Advance Income Tax & Tax deducted at Source 49 08 681 36,76,241MAT Credit Entitlement 5,87,897 4,47,897LIC Group Gratuity Fund 2,22,183 1,99,038Sundry Deposits 9,14,279 13,59,279Due from Stock Exchanges 4,57,281 28,835Deposit & Margin with Stock Exchange 2,00,50,000 1,99,53,000Broker Contigency fund with Stock Exchange 2,50,000 2,50,000

3 ,04,36,413 2, 83,55,587TOTAL 4,47,83,956 5,57,93,879

CURRENT LIABILITIES AND PROVISIONS GCurrent LiabilitiesSundry Creditors : – Dues to Micro and Small Scale

Enterprises * – –

– Dues to Stock Exchanges – 44,38,539– Others 1 ,01, 22, 199 1, 01 ,22,199 1,99,22,351 2,43,60,890Unclaimed Dividend ** 9,72,848 8,27,496Other Liability 3,33,979 3,80,281

1,14,29, 026 2,55,68,667Provision for Provision for FBT 1,68,022 1,68, 022Provision for Leave Encashment 96,733 1,00,734Proposed Dividend – 17,08,999Tax on proposed Dividend – 2,83,843

2,64,755 22,61,598

TOTAL 1,16,93,781 2,78,30,265

* Refer Note II (14) on Schedule J.** There is no amount due and outstanding to be credited to Investor Education and Protection Fund.

2121 20 2121 20

SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT(Amount in Rupees)

Particulars Schedule 2010-11 2009-10

PERSONNEL HSalaries & Perquisites 67,08,318 77,94,878

Contribution to PF & ESI 3,81,236 3,76,387

Gratuity 1,97,836 59,365

Leave Encashment 3,73,404 4,19 690

Staff welfare & Other Expenses 3,23,973 3,30,558

TOTAL 79,84,767 89,80,878ADMINISTRATIVE & OTHER EXPENSES I

Rent 4,63,510 7,29,361

Rates & Taxes 2,16,597 2,85,855

Consultant Fees and Professional Charges 13,56,597 19,97 842

Legal & Professional Charges 10,60,874 13,88,656

Stock Exchange Charges 11,66,506 13,98,534

Directors’ Sitting Fee & Travelling Expenses 1,80,332 2,72,367

Travelling and Conveyance 1,03,535 1,64,631

Printing and Stationery 8,45,221 2,52,605

Postage, Telegram, Telephone and Fax 6,52,684 7,82,207

Insurance 1 ,08,672 1,35,189

Electricity and Water Charges 3,91,570 3,76,446

Auditors’ Remuneration 1,70,000 1,70,000

Office Maintenance 4,16,618 4,20,158

Repairs & Maintenance - Building – 1,39,052

Repairs & Maintenance - Others 8,17,235 8,26,066

Business Promotion 1,99,130 2,02,517

Provision for Doubtful debts – 9,654

Bad debts written off (net of excess provision – 18,451

written back Rs.42,315, P.Y. Rs.Nil)

Loss on sale of assets (net) 1,16,387 29,436

TOTAL 82,65,468 95,99,027GRAND TOTAL 1,62,50,235 1,85,79,905

2323 22 2323 22

SCHEDULE – J SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTSI . Significant Accounting Policies A. Basis of Preparation of Financial Statements The financial statements are prepared in accordance with the Indian Generally Accepted

AccountingPrinciples(GAAP)underthehistoricalcostconventionontheaccrualbasisexceptforcertainfinancialinstrumentswhicharemeasuredatfairvalues.GAAPComprisesmandatoryaccountingstandardsasprescribedbytheCompanies(AccountingStandards)Rules,2006,theprovisionsof theCompaniesAct,1956and theguidelines issuedby theSecuritiesExchangeBoardofIndia(SEBI).Accountingpolicieshavebeenconsistentlyappliedexceptwhereanewlyissuedaccountingstandardinitiallyadoptedorarevisionofexistingaccountingstandardrequiresachangetotheaccountingpolicyhithertoinuse.

B. Use of Estimates The preparation of financial statements requires the management of the Company to make

estimatesandassumptionsthataffectthereportedbalancesofassetsandliabilitiesanddisclosuresrelatingtothecontingentliabilitiesasatthedateofthefinancialstatementsandreportedamountsofincomeandexpensesduringtheperiod.Differencebetweentheactualresultsandestimatesarerecognisedintheperiodinwhichtheresultsareknown/materialised.

C. Fixed Assets Fixedassetsarestatedatcostofacquisitionlessdepreciation.Allcostsrelatingtotheacquisitionandinstallationoffixedassetsarecapitalizedincludingfinancingcostsrelatingtoborrowedfundsattributabletothem.

D. Depreciation Depreciationisprovidedonstraight-linemethodattheratesprescribedinScheduleXIVofthe

CompaniesAct,1956.Softwareacquiredonorafter1stApril,2003isamortisedoveraperiodofthreeyears.FixedAssetsindividuallycostinguptoRs.5,000/-arefullydepreciatedintheyearofaddition.

E. Investments i)Long term Investments are stated at cost. Provision for diminution in value of long term

investments is made only if such a decline is other than temporary in the opinion of themanagement.

ii)CurrentInvestmentsarestatedatcostormarketvaluewhicheverislower. F. Stock in Trade Stockintradeisvaluedatcostormarketpricewhicheverislower. G. Miscellaneous Expenditure i) Preliminary expensesandmembership charges to various stock exchangesare amortised

overaperiodoftime.Expenditureforbenefitsofenduringnatureisamortisedoveraperiodoffiveyears.

ii) Deferredrevenueexpenditure (Leaseholddevelopmentexpenditure) isamortisedover theperiodoflease.

iii) IssueexpensesarechargedoffintheyearofIssue. H. Borrowing Cost BorrowingCostsincurredinrelationtotheacquisition,constructionofassetsarecapitalisedas

thepartofthecostofsuchassetsuptothedatewhensuchassetsarereadyforintendeduse.Otherborrowingcostsarechargedasanexpenseintheyearinwhichtheseareincurred.

I. Retirement Benefits i) TheCompany’sDefined contributionPlan to provident fundare madeat pre-determined

ratestotherecognisedProvidentFundandarechargedtoprofitandlossaccount. ii) LiabilityforDefinedBenefitplansisprovidedonthebasisofvaluations,asattheBalance

Sheet date, carried out by an independent actuary (LIC of India).The actuarial valuationmethodusedformeasuringtheliabilityistheProjectedUnitCreditmethod.Theobligations

2323 22 2323 22

aremeasuredasthepresentvalueofestimatedfuturecashflowsdiscountedatratesreflectingtheprevailingmarketyieldsofIndianGovernmentsecuritiesasattheBalanceSheetdatefortheestimatedtermoftheobligations.Theestimatesoffutureincreaseincompensationlevels,consideredintheactuarialvaluation,havebeentakenonaccountofinflation,seniority,promotionandotherrelevantfactors.

iii) ActuarialgainsandlossescompriseexperienceadjustmentsandtheeffectsofchangesinactuarialassumptionsarerecognisedintheProfitandLossAccountintheyearinwhichtheyarise.

J. Revenue Recognition i) Revenuefromservicetransactionssuchasfinancialadvisoryservices,loansyndicationetc.,

areaccountedbasedoncompletionofassignments. ii) Brokerage(netofservicetax)fromstockbrokingisaccountedonconfirmationoftradesupto

thelasttradingdateoftheyear. K. Taxes on Income i)Tax expense comprise both Current tax and Deferred tax at the applicable enacted or

substantively enacted rates. Provision is made for income tax based on the tax liabilitycomputed, after considering tax allowances and deduction. Provisions are recordedwhenit isestimatedthata liabilityduetodisallowancesorothermattersareprobable.MATpaidinaccordancewithTaxLaws,whichgivesrisetofutureeconomicbenefitsintheformoftaxcredits against future income tax liability, is recognised as an asset in theBalanceSheetif there is convincing evidence that companywill pay normal tax in future period and theresultantassetcanbemeasuredreliably.Thecompanyoffsetsonayear-on-yearbasis,thecurrenttaxassetsandliabilities,whereithaslegallyenforceablerightandwhereitintendstosettlesuchassetsandliabilitiesonanetbasis.

Deferredtaxrepresentstheeffectoftimingdifferencebetweentaxableincomeandaccountingincomeforthereportingperiodthatoriginateinoneperiodandarecapableofreversalinoneormoresubsequentperiods.Deferredtaxassetsinrespectofunabsorbeddepreciationandcarry forwardof lossesare recognisedonly to theextent that there isvirtual certainty thatsufficienttaxableincomewillbeavailabletorealisetheseassets.Allotherdeferredtaxassetsarerecognisedonlytotheextentthatthereisreasonablecertaintythatsufficientfuturetaxableincomewillbeavailabletorealisetheseassets.

ii)FringeBenefitTaxisprovidedinaccordancewithprovisionsofSection115WAoftheIncomeTaxAct,1961asexpenditurefortheperiod.

L. Earnings per Share Thebasicearningspershare iscomputedbydividing thenetprofitafter tax for theperiodby

theweightedaveragenumberofequitysharesoutstandingduringtheperiod.Dilutedearningspershare,ifanyiscomputedusingtheweightedaveragenumberofequitysharesanddilutivepotential equity share outstanding during the period except when the results would be anti-dilutive.

M. Impairment AteachBalanceSheetdate, theCompanyreviewsthecarryingamountsof itsfixedassetsto

determinewhetherthereisanyindicationthatthoseassetssufferedanimpairmentloss.Ifanysuch indicationexists, the recoverableamountof theasset isestimated inorder todeterminetheextentof impairmentloss.Recoverableamountisthehigherofanasset’snetsellingpriceandvalueinuse.Inassessingvalueinuse,theestimatedfuturecashflowsexpectedfromthecontinuinguseoftheassetandfromitsdisposalarediscountedtotheirpresentvalueusingapre-discountratethatreflectsthecurrentmarketassessmentsoftimevalueofmoneyandtherisksspecifictotheasset.Reversalofimpairmentlossisrecognisedimmediatelyasincomeintheprofitandlossaccount.

N. Provision, Contingent Liabilities and Contingent Assets AprovisionisrecognizedwhentheCompanyhasapresentobligationasaresultofapastevent

anditisprobablethatanoutflowofresourceswillberequiredtosettletheobligation,inrespectof which a reliable estimate can bemade. Provisions, other than employee benefits, are not

2525 24 2525 24

discountedtotheirpresentvalueandaredeterminedbasedonmanagementestimaterequiredtosettletheobligationattheBalanceSheetdate.ThesearereviewedateachBalanceSheetdateandadjustedtoreflectthecurrentmanagementestimates.

Adisclosure foracontingent liability ismadewhen there isapossibleobligationorapresentobligation that may, but probably will not, require an outflow of resources.Where there is apossibleobligationorapresentobligationthatthelikelihoodofoutflowofresourcesisremote,noprovisionordisclosureismade.ContingentAssetsareneitherrecognisednordisclosedinthefinancialstatements.

II . Notes to Accounts1. Contingent Liabilities (AmountinRupees)

Sl. No. Particulars 2010-11 2009-10

i. OutstandingGuaranteesfurnishedtoBanks 2,93,00,000 2,93,00,000

2. Details of Turnover and other Income a. Income from Operations (AmountinRupees)


i. BrokerageonStockBroking 58,29,780 95,66,587 ii. DeliveryCharges 63,76,146 76,86,617 iii. ServiceCharges(TDSRs.12,91,833;P.Y.Rs.19,36,521) 22,33,914 26,45,400 iv. BrokeragefromMutualFunds&Agency

Commission(TDSRs.2,676;P.Y.Rs.103,560) 26,86,069 47,39,894

v. ServiceTax* 11,07,226 17,46,044 TOTAL 1,82,33,135 2,63,84,542

* ServicechargesreceivedfromStandardCharteredBankisshownatnetofreimbursementofsalary,rentandconveyanceexpensesandrelatedservicetaxcollectedonthesamewhereverapplicable.

b. Other Income (AmountinRupees)


i. ProfitonTradinginSecurities 3,73,164 4,01,472

ii. ProfitonsaleofInvestments(net) 5,36,250 –

iii. ProfitondisposalofinvestmentinSubsidiary 18,014 –

iv. InterestReceived(TDSRs.77,931;P.Y.Rs.101,450) 7,12,052 8,08,277

v. Dividend 27,413 36,965

vi. RentalIncome(TDSRs.Nil;P.Y.Rs.Nil) 54,609 46,554

vii. BadDebtsrecovered 2,355 –

viii. ProvisionforInvestmentnolongerrequired 5,00,000 –

ix. MiscellaneousIncome 13,756 28,270

TOTAL 22,37,613 13,21,538

2525 24 2525 24

3. Details of Managerial Remuneration (AmountinRupees)


a. Remuneration to whole-time directors: i. SalariesandBonus 19,16,300 18,87,500 ii. Company’sContributiontoProvidentFund 95,472 91,296 TOTAL 20,11,772 19,78,796

b. Remuneration to non-wholetime directors: i. Directors’sittingfees 16,500 18,000

TOTAL 16,500 18,000 4. Details of Auditors Remuneration (AmountinRupees)


i. AuditFees 54,000 54,000 ii. TaxAuditFees 27,000 27,000 iii. CertificationCharges 89,000 89,000

TOTAL 1,70,000 1,70,000 5. DuefromDirectorsRs.Nil.(P.Y.:Rs.Nil)MaximumamountdueatanytimeduringtheyearRs.Nil(P.Y:

Rs.44,567).6. TheCompanydoesnotcarryonmanufacturing;henceparagraph4C&4DofPartIIofScheduleVIof

TheCompaniesAct,1956isnotapplicable.7. ThedetailsofDeferredtaxassetsandliabilitiesasperAS-22“AccountingforTaxesonIncome”issued

bytheInstituteofCharteredAccountantsofIndiaareasfollows: (AmountinRupees)


a. Deferred Tax Assets: i. DisallowancesunderSection43BofITAct 46,738 31,127 ii. Provisionfordoubtfuldebts&expenses – 13,075 iii. Unabsorbeddepreciationloss/BusinessLoss 18,359 –

TOTAL 65,097 44,202 b. Deferred Tax Liabilities: i. ExcessofDepreciationclaimedunderITAct 30,64,019 31,46,759 ii. ProvisionforGratuity 68,655 61,503

TOTAL 31,32,674 32,08,262

c. Deferred tax Liability (net) 30,67,577 31,64,060

2727 26 2727 26

8. List of Related Parties with whom transactions have taken place during the year Subsidiary Company

1.KonkanCommodityandDerivativesPvt.Ltd.(uptoMarch14,2011) Associate Companies: 1. ICDSLimited 2. BlueCrossBuildersandInvestorsLimited(uptoAugust18,2010) Key Management Personnel: Relationship 1. SriD.Sreepathi Whole-timeDirector 2. SriG.S.Shridhar Whole-timeDirector

Details of the transactions are as follows: (AmountinRupees)


a. SaleofInvestmentinSubsidiarytoKeyManagementPersonnelSri.D.SreepathiSri.G.S.Shridhar

15,57,50015,57,500

––

b. SaleofInvestmentinAssociateCompanyBlueCrossBuildersandInvestorsLimited 5,00,000 –

c. ProvisionfordiminutioninvalueofinvestmentsinAssociateCompanyBlueCrossBuildersandInvestorsLimited – 5,00,000

d. PovisionforInvestmentinAssociateCompanynolongerrequiredBlueCrossBuildersandInvestorsLimited 5,00,000 –

e. LoanfromSubsidiaryCompanyLoanacceptedandrepaidduringtheyear 8,75,000 22,50,000

f. BrokerageandotherchargesreceivedfromKeyManagementPersonnelSriD.SreepathiSriG.S.Shridhar

41,860–

20,064265

g. RemunerationtoKeyManagementPersonnelSriD.SreepathiSriG.S.Shridhar

10,15,5369,96,236

9,78,9269,99,870

h. BalancesduetoKeyManagementPersonnelSriD.SreepathiSriG.S.Shridhar

54,34720,282

53,395–

9. InaccordancewithGuidanceNoteonAccountingforCreditavailableinrespectofMinimumAlternateTax under the IncomeTaxAct,1961 the company has recognisedMAT credit of Rs.1,40,000 (P.Y.Rs.2,65,880).

10. Calculation of Earning per Share (AmountinRupees)


a. NetProfitavailableforequityshareholders(inrupees) 8,64,548 35,88,441

b. WeightedAverageNo.ofEquityShares(Nos.) 28,48,332 28,48,332c. Basic/DilutedEarningpershare(Annualised)

[NominalvaluepershareofRs.10each](inRupees) 0.30 1.26

2727 26 2727 26

11. Segment Reporting (AmountinRupees)

Particulars

2010-11 2009-10Broking

and Share Trading

Financial and

Advisory Services

Consoli-dated

Broking and Share

Trading

Financial and

Advisory Services

Consoli-dated

REVENUEExternalSalesIntersegmentSales

1,58,81,306 22,33,914 1,81,15,220 2,25,06,359 26,45,400 2,51,51,759

TOTAL 1,58,81,306 22,33,914 1,81,15,220 2,25,06,359 26,45,400 2,51,51,759

ResultSegmentResult 7,62,742 30,323 7,93,065 49,44,220 2,86,649 52,30,869InterestExpenses (11,33,302) (8,07,958)InterestIncome 7,12,052 8,08,277ProfitonSaleofInvestments 5,36,250 –IncomeTaxes (43,517) (16,42,747)Net Profit after tax 8,64,548 35,88,441Other InformationSegmentAssets 4,47,73,315 1,22,63,464 5,70,36,779 7,07,15,787 24,73,954 7,31,89,741SegmentLiabilities 6,76,21,215 74,39,320 7,50,60,535 6,40,97,058 78,91,897 7,19,88,955CapitalExpenditure 1,31,797 – 1,31,797 3,03,152 – 3,03,152Depreciation 12,11,920 – 12,11,920 13,40,985 – 13,40,985Provisions/Write-offs – – – 9,654 – 9,654NonCashExpenses – – – 29,436 – 29,436Notes : 1.Geographicalsegmentisnotrelevantforthecompanysinceitisnotinvolvedinexports. 2. IncomefromfinancialservicesisshownnetofexpenditurereimbursementsfromStandard

CharteredBank.12. Employee Benefits TheCompanyhas,witheffectfrom1stApril,2007,adoptedAccountingStandard15,EmployeeBenefits

(revised2005),issuedbytheInstituteofCharteredAccountantsofIndia[the‘revisedAS15’]. The disclosures as required as per the revised AS 15 are as under: a)BriefdescriptionofthePlans:

TheCompanyhaslong-termbenefitschemesforprovidentfundandgratuityandshorttermbenefitplansforleaveencashment.Incaseoffundedschemes,thefundsarerecognisedbytheIncometaxauthoritiesandadministeredthroughtrustees/appropriateauthorities.TheCompany’sdefinedcontributionplanisemployees’providendfund(undertheprovisionsoftheEmployees’ProvidentFundsandMiscellaneousProvisionsAct,1952)sincetheCompanyhasnofurtherobligationbeyondmakingthecontributions.TheCompany’sdefinedbenefitplanisgratuityandleaveencashment.

b)ChargetotheProfitandLossAccountbasedoncontributions: TheCompany’scontributiontoProvidentFundchargedtoProfitandLossAccountduringtheyearisRs.2,54,981.(P.Y.:2,75,372)

c)ChargetotheProfitandLossAccountbasedonshorttermbenefitplans: TheCompanyhaschargedRs.3,73,404 (P.Y. :Rs.4,19,690) for short term benefitonLeave

encashmentonactualbasistoProfitandLossAccountduringtheyear. d)TheCompany’sliabilitytowardsGratuitytoemployeesiscoveredbyagrouppolicywithLICof

Indiaandcontributionsmadearechargedtoprofitandlossaccount. e)Disclosuresfordefinedgratuitybenefitplans(Funded)basedonactuarialreportsason31stMarch

2011.

2929 28 2929 28

(AmountinRupees)Sl.

No. Particulars 2010-11 2009-10

(i) Change in Defined Benefit Obligation

Openingdefinedbenefitobligation 7,08,741 6,68,341

Currentservicecost 1,14,994 1,29,706

Interestcost 56,699 53,467

BenefitsPaid – (99,692)

Actuarialloss/(gain) 1,08,606 (43,081)

Closingdefinedbenefitobligation 9,89,040 7,08,741

(ii) Change in Fair Value of Assets

Openingfairvalueofplanassets 9,07,779 9,25,869

Expectedreturnonplanassets 82,463 80,727

Actuarialgain/(loss) – –

Contributionsbyemployer 2,20,981 875

Benefitspaid – (99,692)

Closingfairvalueofplanassets 12,11,223 9,07,779

(iii) Amount recognised in the Balance Sheet

Presentvalueofobligationsasatyearend 9,89,040 7,08,741

Fairvalueofplanassetsasatyearend 12,11,223 9,07,779

Net(asset)/liabilityrecognisedason31stMarch (2,22,183) (1,99,038)

(iv) Expenses recognised in the Profit and Loss AccountCurrentservicecost 1,14,994 1,29,706

Interestondefinedbenefitobligation 56,699 53,467

Expectedreturnonplanassets (82,463) (80,727)

Net actuarial loss / (gain) recognised in the currentyear 1,08,606 (43,081)

Totalexpense 1,97,836 59,365v) Actual Return on Planned Assets 82,463 80,727

(vi) The major category of plan assets as a percentage of the fair value of total plan assets are as follows:

InvestmentwithInsurermanagedfunds 100% 100%

(vii) Principal actuarial assumptions usedDiscountrate(p.a.)Expectedrateofreturnonplanassets(p.a.)RateofincreaseincompensationlevelsMortalityTableRetirementAge

9%7%

LIC (1994-96)58 Years

9%7%

LIC(1994-96)58Years

2929 28 2929 28

(AmountinRupees)


(viii) Experience adjustmentsDefinedbenefitobligationPlanassetsDeficit/(Surplus)ExperienceadjustmentsonplanliabilitiesExperienceadjustmentsonplanassetsExpectedemployer’scontributionforthenextyear

9,89,04012,11,223(2,22,183)1,08,606

–NotAvailable

7,08,7419,07,779

(1,99,038)(43,081)

–NotAvailable

(ix) DatafordefinedGratuitybenefitobligationandfairvalueofplannedassetsareasunder:

Notes: i. Theestimatesoffuturesalaryincreases,consideredinactuarialvaluation,takeintoconsideration

forinflation,seniority,promotionandotherrelevantfactors. ii. Theexpected returnonplanassets isdeterminedconsideringseveralapplicable factorssuch

as the composition of the plan assets held, assessed risks of asset management, historicalresultsofthereturnonplanassetsandtheGroup’spolicyforplanassetmanagement.AssumedrateofreturnonassetsisexpectedtovaryfromyeartoyearreflectingthereturnsonmatchingGovernmentbonds.

iii. TheabovedataisprovidedbyLifeInsuranceCorporationofIndiawhomaintainsgratuityfundhoweverseparateactuaryvaluationisnotdone.

13. Balancesincurrentassetsandadvancesareintheopinionofthemanagementofthevaluestated.14. The Company has initiated the process of obtaining confirmation from vendors regarding their

registrationunder theMicro,SmallandMediumEnterprisesDevelopmentAct,2006.Thevendorsarenotregisteredwhereverconfirmationsarereceivedandinothercases,thecompanyisnotawareoftheirregistrationstatus.Hence,informationrelatingtooutstandingbalancesorinterestdueisnotdisclosedasitisnotdeterminable.

15. Balancesinsundrydebtorsareconsideredgoodafterconsideringcreditbalancespayabletogroupaccounts.Managementisoftheopinionthatthesamearegoodandrecoverableandforeseesnoprovisioninrespectofthesame.

16. Thebalanceof receivable/payable from the customersandbalances inLoansandAdvancesaresubjecttoreconciliationandconfirmation.

17. The previous year figures have been reworked, regrouped, rearranged and reclassifiedwherevernecessary.

2010-11 2009-10 2008-09 2007-08PresentvalueofdefinedbenefitobligationsattheendoftheyearFairvalueofplanassetsattheendoftheyearNet(assets)/liabilityattheendoftheyearExperienceadjustmentsonplanliabilitiesExperienceadjustmentsonplanassets

9,89,040

12,11,223

(2,22,183)

1,08,606

–

7,08,741

9,07,779

(1,99,038)

(43,081)

–

6,68,341

9,25,869

(2,57,528)

(1,23,668)

–

6,25,452

4,73,880

1,51,572

(1,80,109)

–

AsperourReportofevendate ForandonbehalfoftheBoard For PATHAK H. D. & ASSOCIATES Chartered AccountantsFirmRegistrationNo.:107783W

Sd/- Sd/- Sd/- (Sudhir Prabhu K.) G. S. Shridhar T. Satish U. Pai Partner Whole-time Director Director MembershipNo.:209589Place:Bengaluru Place : ManipalDate :24-05-2011 Date : 24-05-2011

Sd/- D. Sreepathi Whole-time Director

3131 30 3131 30

BALANCE SHEET ABSTRACTS AND GENERAL BUSINESS PROFILE

i. Registration Details

Registration Number 17907 State Code 08

Balance Sheet Date 31/03/2011

ii. Capital Raised during the year

Public Issue Nil Bonus Issue Nil

Rights Issue Nil Private Placement Nil

iii. Position of Mobilisation and Deployment of Funds (Amt. in Rs. ’000s)

Total Liabilities 50,252 Total Assets 50,252

Sources of funds

Paid up Capital 28,483 Reserves and Surplus 18,701

Secured Loans – Unsecured Loans –

Deferred tax Liability 3,068

Application of Funds

Net Fixed Assets 16,957 Investments 205

Net Current Assets 33,090 Miscellaneous –

iv. Performance of the Company (Amt. in Rs. ’000s)

Turnover 19,364 Total Expenditure 18,595

Profitbeforetax 768 Profitaftertax 865

Earnings Per Share (Rs.) 0.30 Dividend Rate (%) 0%

v. Generic Name of Principal Products

Item Code No. (ITC Code) : Not Applicable

Product Description : Stock Broking & Financial Services

As per our Report of even date For and on behalf of the Board For PATHAK H. D. & ASSOCIATES Chartered AccountantsFirm Registration No. : 107783W

Sd/- Sd/- Sd/- (Sudhir Prabhu K.) G. S. Shridhar T. Satish U. Pai Partner Whole-time Director Director Membership No.: 209589Place : Bengaluru Place : ManipalDate : 24-05-2011 Date : 24-05-2011


3131 30 3131 30

For and on behalf of the Board For PATHAK H. D. & ASSOCIATES Chartered AccountantsFirm Registration No. : 107783W

Sd/- Sd/- Sd/- (Sudhir Prabhu K.) G. S. Shridhar T. Satish U. Pai Partner Whole-time Director Director Membership No.: 209589Place : Bengaluru Place : ManipalDate : 24-05-2011 Date : 24-05-2011


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011(Amount in Rupees)

Particulars 2010-11 2009-10

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax 7,68,065 52,31,188Adjustments for :Depreciation 12,11,920 13,40,985Loss on sale of asset 1,16,387 29,436Bad Debts Written off – 18,451Provision for doubtful debts – 9,654Excess Provision written back (5,00,000) – Interest Expenses 3,68,626 2,45,980Interest Received (7,12,052) (8,08,277)Dividend Received (27,413) (36,965)Profitonsaleofinvestments (5,54,264) – Operating profit before working capital changes 6,71,269 60,30,452Adjustments for :Decrease /(Increase) in Debtors 24,94,032 (17,85,927)Decrease /(Increase) in Inventories (8,14,798) – Decrease /(Increase) in Loans & Advances (7,08,386) 28,15,486Increase /(Decrease) in Trade Payables (1,42,88,994) 33,51,103Cash from operating activities before tax (1,26,46,877) 1,04,11,114Income Tax (Paid)/Refund (net) (13,72,440) (21,49,677)Net cash from (used in) operating activities (1,40,19,317) 82,61,437

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (1,31,797) (3,03,152)Sale of Investments 42,16,250 – Sale of Fixed Assets – 74,999Dividend Received 27,413 36,965Interest Received 7,12,052 8,08,277Net cash from (used in) investing activities 48,23,918 6,17,089

C. CASH FLOW FROM FINANCING ACTIVITIESIncrease/(Decrease) in Borrowings – (47,48,890)Interest paid (3,68,626) (2,45,980)Dividend Paid (15,63,647) (12,77,143)Dividend distribution tax paid (2,83,843) (2,42,037)Net cash from (used in) financing activities (22,16,116) (65,14,050)Net increase/Decrease in cash and cash equivalents (1,14,11,515) 23,64,476Add: Cash and Cash Equivalent as at beginning of the year 2,31,68,988 2,08,04,512Cash and Cash Equivalent as at end of the year 1,17,57,473 2,31,68,988

Notes:1 . The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting

Standard-3 on Cash Flow Statements as referred to in Section 211(3C) of the Companies Act, 1956 and the reallocation required for this purpose are as made by the Company.

2. Cash and Cash Equivalents includes Fixed Deposit with Banks of Rs.80,00,000 (P.Y. Rs.80,00,000) that are pledged towards margin money with Stock Exchanges and clearing house.

3. Previousyearfigureshavebeenregrouped/reclassifiedwherevernecessary.

ThisistheCashflowStatementreferredtoinourreportofevendate

3333 32 3333 32

CONSOLIDATED FINANCIAL STATEMENTS AND NOTESAuditors’ Report on Consolidated Financial Statements

TO THE BOARD OF DIRECTORS OF ICDS SECURITIES LIMITED

(i) We have audited the attached Consolidated Balance Sheet of ICDS Securities Limited and its subsidiary (“the Group”) as at 31st March, 2011 and the Consolidated Profit and Loss Account and Consolidated Cash flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These consolidated financial statements are the responsibility of the Company’s Management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

(ii) We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(iii) We report that the consolidated financial statements have been prepared by the Company’s management in accordance with the requirements of Accounting

Standard 21, ‘Consolidated Financial Statements’ and Accounting Standard 23, ‘Accounting for Investments in Associates in Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India.

(iv) Based on our audit and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereto, we are of the opinion that the attached Consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: a. in the case of the Consolidated

Balance Sheet , of the consolidated state of affairs of the Company and its subsidiary as at 31st March, 2011;

b. in the case of Consolidated Profit and Loss Account, of the consolidated results of operations of the Company and its subsidiary for the year then ended; and

c. in the case of the Consolidated Cash Flow Statement, of the consolidated cash flows of the Company and its subsidiary for the year then ended.

For PATHAK H. D. & ASSOCIATES

Chartered AccountantsFirm Registration No.: 107783W

Sd/- Sudhir Prabhu K.Place : Bengaluru PartnerDate : 24-05-11 Membership No.: 209589

3333 32 3333 32

For and on behalf of the BoardFor PATHAK H. D. & ASSOCIATES

Chartered Accountants Firm Registration No.: 107783W

Sd/- Sd/- Sd/- Sd/- (Sudhir Prabhu K.) D. Sreepathi G. S. Shridhar T. Satish U. Pai Partner Whole-time Director Whole-time Director DirectorMembership No.: 209589


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011(Amount in Rupees)

Particulars Schedules As at March 31, 2011 As at March 31, 2010

SOURCE OF FUNDSShareholders’ FundsShare Capital A 28,483,320 28,483,320 Reserves & Surplus B 18,700,782 47,184,102 18,147,162 46,630,482 Minority Interest – 10 Deferred Tax Liability (net) 3,067,577 3,171,252

TOTAL 50,251,679 49,801,744 APPLICATION OF FUNDSFixed AssetsGross Block C 30,239,951 30,930,398 Less: Depreciation 13,283,097 12,721,807 Net Block 16,956,854 18,208,591 Goodwill on consolidation – 471,996 Investments D 204,650 269,650 Current Assets, Loan and Advances

E

Current AssetsInventories 814,798 – Cash & Bank Balances 11,757,473 25,503,450 Sundry Debtors 1,775,272 4,269,304

14,347,543 29,772,754 Loans & Advances 30,436,413 28,995,378

44,783,956 58,768,132 Less: Current Liabilities & Provisions

F

Current Liabilities 11,429,026 25,655,027 Provisions 264,755 2,261,598

11,693,781 27,916,625 Net Current Assets 33,090,175 30,851,507

TOTAL 50,251,679 49,801,744

The Annexed Significant Accounting Policies and Notes (Schedule - I) form an integral part of the Accounts.This is the consolidated Balance Sheet referred to in our report of even date

3535 34 3535 34

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011(Amount in Rupees)

Particulars Schedules For 2010-11 For 2009-10

INCOME

Income from Operations

18,233,135

26,731,522 Less: Service Tax 1,107,226 17,125,909 1,782,936 24,948,586 Other Incomes 2,657,925 1,519,591

TOTAL 19,783,834 26,468,177 EXPENDITUREPersonnel Cost G 7,984,767 8,983,911 Administrative & Other Expenses H 8,979,431 10,040,464 Finance Charges 1,133,302 816,131 Depreciation C 1,218,973 1,365,031

TOTAL 19,316,473 21,205,537 Profit before tax 467,361 5,262,640 Provision for Taxation:Current Tax 140,000 857,000 MAT Credit Entitlement (140,000) (265,880)Income tax for earlier year (101,067) 15,856 Deferred Tax (7,192) 1,070,436

(108,259) 1,677,412 Net Profit for the year 575,620 3,585,228 Balance of Profit Brought Forward 7,968,603 7,876,217 Consolidated Profit available for appropriationAppropriations

8,544,223 11,461,445

Proposed Dividend for equity shares – 1,708,999 Tax on proposed Dividend – 283,843 Transfer to General Reserve – 1,500,000 Profit and Loss account carried forward 8,544,223 7,968,603

TOTAL 8,544,223 11,461,445 Earning Per Share (Basic/Diluted) (in Rupees) 0.20 1.26 (Refer Note No.II(7) of Schedule - I )The Annexed Significant Accounting Policies and Notes (Schedule - I) form an integral part of the Accounts.

This is the consolidated profit & loss account referred to in our report of even dateFor and on behalf of the Board

For PATHAK H. D. & ASSOCIATES Chartered Accountants




3535 34 3535 34

Particulars Schedule As at March 31, 2011 As at March 31, 2010

SHARE CAPITAL A

Authorised

1,00,00,000 Equity Shares of Rs.10/- each 100,000,000 100,000,000

Issued, Subscribed and Paid-up

28,48,332 Equity Shares of Rs.10/- each fully paid up 28,483,320 28,483,320

TOTAL 28,483,320 28,483,320

RESERVES AND SURPLUS B

Capital Reserve 114,030 114,030

General Reserve

Opening Balance 10,064,529 8,564,529

Less: Reversal on disposal of Subsidiary 22,000 –

10,042,529 8,564,529

Transfer from Profit and Loss account – 10,042,529 1,500,000 10,064,529

Profit & Loss Account 8,544,223 7,968,603

TOTAL 18,700,782 18,147,162

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET

(Amount in Rupees)

3737 36 3737 36

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3737 36 3737 36

CONSOLIDATED SCHEDULES FORMING PART OF THE BALANCE SHEET(Amount in Rupees)


INVESTMENTS D

LONG TERM INVESTMENTS-AT COST

(i) Non-Trade, Unquoted

Associate Company

Blue Cross Builders & Investors Ltd. – – 50,000 –


Others

Computek Software Limited 30,000 300,000 30,000 300,000


300,000 300,000

(ii) Trade - Unquoted

BgSE Financials Limited 20,000 200,000 20,000 200,000

[Fully Paid Shares of Rs.10/- each]

200,000 200,000

CURRENT INVESTMENTS

(iii) Non-Trade, Unquoted

Bangalore Stock Exchange Limited 4,650 4,650 69,650 69,650

[Fully paid Equity Share of Rs.1/- each]

4,650 69,650

TOTAL [(i) + (ii) + (iii)] 504,650 569,650

Less : Provision for diminution in value 300,000 300,000

TOTAL 204,650 269,650

Aggregate amount of Unquoted Investments 204,650 269,650

3939 38 3939 38



CURRENT ASSETS, LOANS & ADVANCES Ei) Inventories

(Value taken as certified by the Management)

814,798 –

Stock in Trade *TOTAL 814,798 –

* Represents SBI Bonds purchased on behalf of client for immediate disposal, as such Quantitative details are not given.

ii) Cash and Bank BalancesCash, Cheque and Stamps on Hand 11,550 27,553Balances with Scheduled Banks In Current Accounts 1 3,745,923 15,283,954 In Deposit Accounts 2 8,000,000 11,745,923 10,191,943 25,475,897

TOTAL 11,757,473 25,503,450iii) Sundry Debtors

(Unsecured)Outstanding for a period exceeding six monthsConsidered Good 59,331 62,211Considered Doubtful – 42,315

59,331 104,526Less: Provision for Bad debts – 59,331 42,315 62,211

Others :Considered Good 1,715,941 4,207,093

TOTAL 1,775,272 4,269,304iv) Loans and Advances

(Unsecured, Considered good)Advances recoverable in cash or inkind or for value to be received 3,046,092 2,521,588Advance Income Tax & Tax deducted at Source (net) 4,908,681 3,729,332MAT Credit Entitlement (Refer Note No. II (11 ) of

Schedule ‘I’ 587,897 447,897

LIC Group Gratuity Fund 222,183 199,038Sundry Deposits 3 914,279 1,364,279Due from National Stock Exchange 457,281 28,835Deposit & Margin with Stock Exchanges 4 20,050,000 20,454,409Broker Contingency fund with Stock Exchange 250,000 250,000

TOTAL 30,436,413 28,995,378TOTAL [(i) + (ii) + (iii) + (iv)] 44,783,956 58,768,132

1. includes amount of Rs.9,76,100 (P.Y. Rs. 8,31,204) restricted on account of unclaimed dividend.2. deposit with Banks includes Rs.80,00,000 (P.Y. Rs.80,00,000) that are pledged towards margin money

with money with Stock Exchanges and clearing house.3. includes deposit pledged with Sales tax department Rs.Nil/- (P.Y. Rs.5,000/-)4. deposits of Rs.Nil (P.Y.: Rs.5,00,000/-) are pledged towards margin money with Commodity Exchanges

for trading purpose.

3939 38 3939 38



CURRENT LIABILITIES AND PROVISIONS F

i) Current Liabilities

Sundry Creditors :

Micro, Small and Medium Enterprises *

– –

Dues to Stock Exchange – 4,438,539

Others 10,122,199 10,122,199 20,007,128 24,445,667

Unclaimed Dividend ** 972,848 827,496

Bank overdraft as per books – –

Other Liability 333,979 381,864

TOTAL 11,429,026 25,655,027

ii) Provisions for :

Fringe Benefit Tax (net) 168,022 168,022

Leave Encashment 96,733 100,734

Proposed Dividend – 1,708,999

Tax on Proposed Dividend – 283,843

TOTAL 264,755 2,261,598

TOTAL [(i) + (ii)] 11,693,781 27,916,625

* Refer Note II (12) on Schedule - I * * There is no amount due and outstanding to be credited to Inverstor Education and Protection Fund

4141 40 4141 40

CONSOLIDATED SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT(Amount in Rupees)

Particulars Schedule For 2010-11 For 2009-10

PERSONNEL COST G Salaries & Perquisites 6,708,318 7,797,911 Contribution to PF & ESI 381,236 376,387 Gratuity 197,836 59,365 Leave encashment 373,404 419,690 Staff welfare & Other Expenses 323,973 330,558

TOTAL 7,984,767 8,983,911

ADMINISTRATIVE & OTHER EXPENSES H Rent 463,510 729,361 Rates & Taxes 233,720 291,885 Consultant Fees and Professional Charges 1,677,127 2,012,342 Legal & Professional Charges 1,060,874 1,388,656 Stock/Commodity Exchange charges 1,216,891 1,580,425 Directors’ Sitting Fee & Travelling Expenses 180,332 272,367 Travelling and Conveyance 103,535 164,631 Printing and Stationery 845,221 263,045 Postage, Telegram, Telephone and Fax 652,684 782,207 Insurance 108,672 135,189 Electricity and Water Charges 391,570 376,446 Auditors’ Remuneration 200,884 198,000 Office Maintenance 416,618 420,158 Repairs & Maintenance Expenses Buidlings – 139,052 Others 817,235 825,031 Business Promotion 199,130 202,517 Loss on sale of fixed asset ( Net ) 109,334 29,436 Service Tax Expenses – – Bad Debts Written off (net of excess provision 5,074 218,451 written back Rs.42,315, P.Y. Rs.Nil)Bank Charges 9,384 – Loss disposal of Investment in Subsidiary 286,954 – Provision for Doubtful Debts – 9,654 Miscellaneous Expenses 682 1,611

TOTAL 8,979,431 10,040,464 GRAND TOTAL 16,964,198 19,024,375

4141 40 4141 40

SCHEDULE – I

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

I . Significant Accounting Policies

A. Principles of Consolidation The consolidated financial statements related to ICDS Securities Limited (‘the Company’) and all of

its subsidiary company and associates (herein after collectively referred to as ‘Group’) have been prepared on the following basis:

i) The financial statements of the Company and its subsidiary have been combined on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and expenses after fully eliminating inter company balances and transactions and unrealised profits or losses in accordance with the Accounting Standard 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India.

ii) Investments in Subsidiary are eliminated and differences between the cost of investment over the net assets on the date of investment, or on the date of the financial statements immediately preceding the date of investment in subsidiary are recognised as goodwill or capital reserve, as the case may be.

iii) The difference between the proceeds from disposal of investment in a subsidiary, and the proportionate carrying amount of its assets less liabilities as of the date of disposal is recognised in the consolidated Profit and Loss Account as the profit or loss on disposal of investment in subsidiary.

iv) Minority interest in the net assets of consolidated subsidiary consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the Subsidiary Company and further movements in their share in the equity, subsequent to the dates of investments.

v) Proposed dividend of the Subsidiary Company is eliminated in consolidation by adjustment to Reserves and Minority interest. Dividend amount is reduced from Minority Interest (pertaining to Minority) and Reserves (pertaining to the Company) in the year of payment of dividend. Dividend received during the year from subsidiary is fully eliminated and adjusted towards Profit and Loss account balance.

vi) In case of Associates, where the Company directly or indirectly through its Subsidiaries holds 20% or more of equity investments in associates are accounted for using ‘Equity Method’ in accordance with Accounting Standard - 23 “Accounting for investments in associates in consolidated financial statements” issued by The Institute of Chartered Accountants of India. The Company accounts for its share in the change in the net assets of the associates, post acquisition, after eliminating unrealised profits and losses resulting from transactions between the Company and its associates to the extent of its share, through its Profit and Loss account to the extent such change is attributable to the Associates’ Profit and Loss Account, based on the available information. The difference between the cost of investment in the associates and the share of net assets at the time of acquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve, as the case may be.

vii) As per equity method, if the Company’s share of losses of an associate equals or exceeds the carrying amount of the investment, the Company ordinarily discontinues recognising its share of further losses and the investment is reported at nil value. Additional losses are provided for to the extent that the investor has incurred obligations or made payments on behalf of the associate to satisfy obligations of the associate that the investor has guaranteed or to which the investor is otherwise committed. If the associate subsequently reports profits, the investor resumes including its share of those profits only after its share of the profits equals the share of net losses that have not been recognised.

viii) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company’s stand alone financial statements.

4343 42 4343 42

B. Investments other than in subsidiaries and associates are accounted as per Accounting Standard - 13 “Accounting for Investments”.

C. Basis of Preparation of Consolidated Financial Statements1. The Subsidiary Company considered in consolidation are:

Name of the Subsidiary Country of Incorporation

Extent of holding & Voting Power

Konkan Commodity and Derivatives Private Limited India 2010-11 2009-10 Nil * 100%

* Ceased to be Subsidiary w.e.f. March 22, 2011. 2. The financial statements of the subsidiary used in the consolidation are drawn upto the date till

which the Company ceased to be a subsidiary, i.e. March 22, 2011. 3. The consolidated financial statements are prepared under the historical cost convention and in

accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

D. Use of Estimates The preparation of financial statements requires the management of the Company to make estimates

and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Difference between the actual results and estimates are recognised in the period in which the results are known / materialised.

E. Fixed Assets Fixed assets are stated at cost of acquisition less depreciation. All costs relating to the acquisition and installation of fixed assets are capitalized including financing costs relating to borrowed funds attributable to them.

F. Depreciation Depreciation is provided on straight-line method at the rates prescribed in Schedule XIV of the Companies Act, 1956. Software acquired on or after 1st April, 2003 is amortised over a period of three years.

G. Investments i) Long term Investments are stated at cost. Provision for diminution in value of long term investments

is made only if such a decline is other than temporary in the opinion of the management. ii) Current Investments are stated at cost or market value whichever is lower.

H. Stock in Trade Stock in trade is valued at cost or market price whichever is lower. I. Miscellaneous Expenditure

i) Preliminary Expenses and Membership Charges to various stock exchanges are amortised over a period of time. Expenditure for benefits of enduring nature is amortised over a period of five years.

ii) Deferred revenue expenditure (Lease hold development expenditure) is amortised over the period of lease.

iii) Preliminary expenses of Subsidiary Company are written off fully in initial year of operation.J. Borrowing Cost Borrowing Costs incurred in relation to the acquisition, construction of assets are capitalised as the

part of the cost of such assets upto the date when such assets are ready for intended use. Other borrowing costs are charged as an expense in the year in which these are incurred.

K. Revenue Recognition i) The Revenue from service transactions such as financial advisory services, loan syndication

etc., are accounted based on completion of assignments.

4343 42 4343 42

ii) Brokerage (net of service tax) from broking is accounted on confirmation of trades up to the last trading date of the year.

iii) The other income / expenditure is accounted on accrual basis.L. Retirement Benefits

i) The Company’s Defined contribution Plan to provident fund are made at pre-determined rates to the recognised Provident Fund and are charged to profit and loss account.

ii) Liability for Defined Benefit plans is provided on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary (LIC of India). The actuarial valuation method used for measuring the liability is the Projected Unit Credit method. The obligations are measured as the present value of estimated future cashflows discounted at rates reflecting the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. The expected rate of return of plan assets is the Company’s expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. Plan assets are measured at fair value as at the Balance Sheet date.

iii) Leave encashment being a short term benefit plan is provided on actual basis for employees of broking division.

M. Taxes on Income i) Tax expense comprise both Current tax and Deferred tax at the applicable enacted or

substantively enacted rates. Provision is made for income tax based on the tax liability computed, after considering tax allowances and deduction. Provisions are recorded when it is estimated that a liability due to disallowances or other matters are probable. MAT paid in accordance with Tax Laws, which gives rise to future economic benefits in the form of tax credits against future income tax liability, is recognised as an asset in the Balance Sheet if there is convincing evidence that Company will pay normal tax in future period and the resultant asset can be measured reliably. The Company offsets on a year-on-year basis, the current tax assets and liabilities, where it has legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

ii) Deferred tax represents the effect of timing difference between taxable income and accounting income for the reporting period that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only to the extent that there is virtual certainty that sufficient taxable income will be available to realise these assets. All other deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available to realise these assets.

N. Earnings per Share The basic earnings per share is computed by dividing the net profit after tax for the period by the

weighted average number of equity shares outstanding during the period. Diluted earnings per share, if any is computed using the weighted average number of equity shares and dilutive potential equity share outstanding during the period except when the results would be anti-dilutive.

O. Impairment At each Balance Sheet date, the Company reviews the carrying amounts of its fixed assets to

determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-discount rate that reflects the current market assessments of time value of money and the risks specific to the asset. Reversal of impairment loss is recognised immediately as income in the profit and loss account.

P. Provision, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognised when there

is a present obligation as a result of past events and it is probable that there will be an outflow of

4545 44 4545 44

resources. Contingent Liabilities are not recognised but are disclosed in the Notes on Accounts. Contingent Assets are neither recognised nor disclosed in the financial statements.

II. Notes to Accounts

1. Contingent Liabilities (Amount in Rupees)

Particulars 2010-11 2009-10Outstanding Guarantees furnished to Banks 29,300,000 29,300,000

2. Details of Turnover and other Incomea. Income from Operations: (Amount in Rupees)

Particulars 2010-11 2009-10i. Brokerage on Broking activities 5,829,780 9,876,675

ii. Delivery Charges 6,376,146 7,686,617

iii. Service Charges 2,233,914 2,645,400

iv. Brokerage from Mutual Funds & Others 2,686,069 4,739,894

v. Service Tax 1,107,226 1,782,936

TOTAL 18,233,135 26,731,522

Service charges received from Standard Chartered Bank by the Company is shown at net of reimbursement of salary, rent and conveyance expenses and related service tax collected on the same wherever applicable.

b. Other Income: (Amount in Rupees)Particulars 2010-11 2009-10

i. Profit on Trading in Securities 373,164 401,472ii. Profit on sale of Investments 536,250 –iii. Interest Received 860,963 994,749iv. Interest on IT Refund 3,861 –v. Dividend 27,413 36,965

vi. Rental Income 54,609 46,554vii. Bad Debts recovered 2,355 –viii. Excess provision Bad debts recovered – – ix. Miscellaneous Income 263,756 28,287

x. Turnover charges – 11,564xi. Excess provision written back 535,554 –

TOTAL 2,657,925 1,519,591

4545 44 4545 44

3. The details of Deferred Tax Assets and Liabilities as per AS-22 “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India are as follows:

(Amount in Rupees) Particulars 2010-11 2009-10

a. Deferred Tax Assets:i. Disallowances under Section 43B of IT Act 46,738 31,127ii. Provision for doubtful debts & expenses – 13,075iii. Unabsorbed depreciation loss / business loss 18,359 –

TOTAL 65,097 44,202b. Deferred Tax Liabilities:

i. Excess of Depreciation claimed under IT Act 3,064,019 3,153,951ii. Provision for Gratuity 68,655 61,503

TOTAL 3,132,674 3,215,454c. Deferred Tax Liability (net) 3,067,577 3,171,252

4. Details of valuation of investments in Associate Company as required by AS-23 “Accounting for Investments in Associates in Consolidated Financial Statement” are as follows:

(Amount in Rupees)Particulars 2010-11 2009-10

Name of the Associate: Blue Cross Builders and Investors LimitedOwnership Interest (%) * 0.00% 23.81%Original cost of Investments – 5,00,000Amount of Goodwill – – Share of post acquisition loss – – Carrying cost of investments – –

* Investment in Blue Cross Builders and Investors Limited is disposed off on August 18, 2010.

5. List of Related Parties with whom transactions have taken place during the year:Associate Companies:1. ICDS Limited2. Blue Cross Builders and Investors Limited – Upto 18th August, 2010

Key Management Personnel: Relationship 1. Sri D. Sreepathi Whole-time Director 2. Sri G. S. Shridhar Whole-time Director

4747 46 4747 46

Details of the transactions are as follows: (Amount in Rupees)


a. Sale of Investment in Subsidiary to Key Management PersonnelSri D. SreepathiSri G. S. Shridhar

1,557,5001,557,500

––

b. Sale of Investment in Associate Company Blue Cross Builders and Investors Limited 500,000 –

c. Provision for diminution in value of investments in Associate CompanyBlue Cross Builders and Investors Limited – 500,000

d. Povision for Investment in Associate Company no longer requiredBlue Cross Builders and Investors Limited 500,000 –

e. Brokerage and other charges received fromKey Management PersonnelSri D. Sreepathi Sri G. S. Shridhar

41,860–

20,064265

f. Consultancy Charges paid to Key Management PersonnelSri D. Sreepathi Sri G. S. Shridhar

125,000125,000

–_

g. Remuneration to Key Management PersonnelSri D. SreepathiSri G. S. Shridhar

1,015,536996,236

978,926999,870

h. Balances due to Key Management PersonnelSri D. SreepathiSri G. S. Shridhar

54,34720,282

53,395–

4747 46 4747 46

6. Segment Reporting (Amount in Rupees)

ParticularsBroking and

Share Trading

Financial and Advisory

Services

Commodities Broking Consolidated

REVENUEExternal Sales 15,863,292

22,506,3592,233,9142,645,400

–321,669

18,097,20625,473,428

Intersegment Sales ––

––

––

––

TOTAL 15,863,29222,506,359

2,233,9142,645,400

–321,669

18,097,20625,473,428

ResultSegment Result 744,728

4,944,22030,323

286,649(148,508)(146,847)

626,5435,084,022

Interest Expenses (1,133,302)(816,131)

Interest Income 864,824994,749

Profit on Sale of Investments 536,250–

Loss disposal of Investment in Subsidary

(286,954)–

Income Taxes & Deffered Tax (31,741)(1,677,412)

Net Profit after tax 575,6203,585,228

Other Information

Segment Assets 44,773,31570,715,787

12,263,4642,473,954

–2,976,389

57,036,77976,166,130

Segment Liabilities 67,621,21564,097,058

7,439,3207,891,897

–86,360

75,060,53572,075,315

Capital Expenditure 131,797303,152

––

––

131,797303,152

Depreciation 1,211,9201,340,985

––

7,05324,046

1,218,9731,365,031

Reversal of Provisions/ Write-offs (net)

(500,000)9,654

––

(30,480)200,000

(530,480)209,654

Non Cash Expenses 116,38729,436

––

––

116,38729,436

Geographical Segment is not relevant for the company since it is not involved in exports. Income from financial services is shown net of expenditure reimbursements from Standard Chartered Bank. Previous year figures given in italics.

4949 48 4949 48

7. Calculation of Earning per Share: (Amount in Rupees)

Particulars 2010-11 2009-10a. Net Profit available for equity share holders (in rupees) 575,620 3,585,228

b. Weighted Average No. of Equity Shares (Nos.) 2,848,332 2,848,332

c. Basic/Diluted Earning per share (Annualised) [Nominal value per share of Rs.10 each] (in Rupees)

0.20 1.26

8. Balances in sundry debtors are considered good after considering credit balances payable to group accounts. Management is of the opinion that the same are good and recoverable and foresees no provision in respect of the same.

9. Balances in current assets and advances are in the opinion of the management of the value stated.10. The balance of receivable/payable from the customers and balances in Loans and Advances are

subject to reconciliation and confirmation. 11. In accordance with Guidance Note on Accounting for Credit available in respect of Minimum Alternate

Tax under the Income Tax Act,1961 the Company has recognised MAT credit of Rs.1,40,000 (P.Y. Rs.2,65,880).

12. The Company has initiated the process of obtaining confirmation from vendors regarding their registration under the Micro, Small and Medium Enterprises Development Act, 2006. The vendors are not registered wherever confirmations are received and in other cases, the Company is not aware of their registration status. Hence, information relating to outstanding balances or interest due is not disclosed as it is not determinable.

13. The Disclosure requirement as per Accounting Standard 15, Employee Benefits (revised 2005) is given in the stand alone financials for the Company as the same is not applicable to the subsidiary company.

1 4. The previous year figures have been reworked, regrouped, rearranged and reclassified wherever necessary.

As per Report of even date For and on behalf of the BoardFor PATHAK H. D. & ASSOCIATES

Chartered Accountants Firm Registration No.: 107783W



4949 48 4949 48

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2011(Amount in Rupees)

Particulars For 2010-11 For 2009-10

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax 467,361 5,262,640 Adjustments for :Depreciation 1,218,973 1,365,031 Profit from Sale of Fixed Assets 109,334 29,436 Provision for Doubtful Debts - 9,654 Bad Debts Written off 5,074 218,451 Excess Provision written back (535,554) - Interest Expenses 368,626 245,980 Interest Received (860,963) (994,749)Dividend Received (27,413) (36,965)Service Tax Writtten Off 14,398 - Loss disposal of Investment in Subsidiary 304,968 - Profit on sale of investments (554,264) - Operating profit before working capital changes 510,540 6,099,478 Adjustments for :Decrease /(Increase) in Debtors 2,494,032 (1,763,092)Decrease /(Increase) in Inventories (814,798) - Decrease /(Increase) in Loans & Advances (715,908) 4,307,336 Increase /(Decrease) in Trade Payables (14,179,419) (359,292)Cash from operating activities before tax (12,705,553) 8,284,430 Income Tax (Paid)/Refund (net) (1,342,790) (2,081,871)Fringe Benefit tax paid - - Net cash from (used in) operating activities (14,048,343) 6,202,559

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (131,797) (303,152)Sale of Investments 4,216,250 - Sale of Fixed Assets 55,227 74,999 Dividend Received 27,413 36,965 Interest Received 850,945 994,749 Net cash from (used in) investing activities 5,018,038 803,561

C. CASH FLOW FROM FINANCING ACTIVITIESIncrease/(Decrease) in Borrowings - (4,748,890)Interest paid (368,626) (245,980)Dividend Paid (1,563,647) (1,277,143)Dividend distribution tax paid (283,843) (242,037)Net cash from (used in) financing activities (2,216,116) (6,514,050)Net increase/Decrease in cash and cash equivalents (11,246,421) 492,070

Add: Cash and Cash Equivalent as at beginning of the year 25,503,450 25,011,380 Less: Cash and Cash Equivalent relating to Subsidiary

disposed off during the year (2,499,556)

Cash and Cash Equivalent as at end of the year 11,757,473 25,503,450

PBPB 50

Notes:1. The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the

Accounting Standard -3 on Cash Flow Statements as referred to in Section 211(3C) of the Companies Act, 1956.

2. Cash and Cash Equivalents includes Fixed Deposit with Banks of Rs.80,00,000 (P.Y. Rs.85,00,000) that are pledged towards margin money with Stock Exchanges and clearing house.

3. Previous year figures have been regrouped/ reclassified wherever necessary.

This is the consolidated Cash Flow statement referred to in our Report of even date

For and on behalf of the Board For PATHAK H. D. & ASSOCIATES Chartered Accountants Firm Registration No. : 107783W

Sd/- Sd/- Sd/- Sd/- (Sudhir Prabhu K.) G. S. Shridhar D. Sreepathi T. Satish U. Pai Partner Whole-time Director Whole-time Director DirectorMembership No. : 209589


ICDS SECURITIES LIMITEDSyndicate House, Upendra NagarMANIPAL – 576 104

ATTENDANCE SLIPPlease complete this Attendance Slip and hand it over at the entrance of the meeting hall. It helps us to make proper arrangements. Failure to bring this Attendance Slip will create unnecessary inconvenience to you. Joint shareholders may obtain additional Attendance Slip on request.

Name & Address of the Shareholders/Proxy Registered Folio Number

I hereby record my presence at the 16th Annual General Meeting of the Company held on Tuesday, the 20th September, 2011.

Member’s/Proxy’s Signature(To be signed at the time of handing over this slip)

Note : Please carry with you this Attendance Slip and handover the same duly signed at the entrance of the meeting hall.

ICDS SECURITIES LIMITEDSyndicate House, Upendra NagarMANIPAL – 576 104

Registered Folio No. Shares held

PROXY FORM

I/We .................................................................. of .........................................................................................

being a Member/Members of ICDS Securities Limited hereby appoint .........................................................

................................................................. of ...............................................................................or failing him

................................................................. of .................................................................................. as my/our

Proxy to vote for me/us and on my/our behalf at the 16th Annual General Meeting of the Company to be held on Tuesday, 20th September, 2011 at 11.30 a.m. and at any adjournment thereof.

Signed this ..................................... day of ............................................ 2011.

Folio No. : No. of Shares :

Strikeout whichever is not required. (Signature of Member/s)

Note : The Proxy Form to be effective should be deposited at the Registered Office of the Company not less than 48 hours before the time for holding the aforesaid Meeting.

AffixRe. 1/-

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16th ANNUAL REPORT AND ACCOUNTS 2010 - 2011 · Shri U. Harish P. Shenoy Dr. Ravindranath Shanbhag BANKERS: Canara Bank HDFC Bank Ltd. ICICI Bank Ltd. SyndicateBank Standard Chartered

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