PUBLIC ANNOUNCEMENT FOR THE SHAREHOLDERS ......2,62,41,000 Equity Shares of ` 2/- each 524.82...

PUBLIC ANNOUNCEMENT FOR THE EQUITY SHAREHOLDERS

OF

LKP SECURITIES LIMITED

(CIN: U67120MH1994PLC080039) Registered Office: 203, Embassy Centre, Nariman Point, Mumbai – 400021, Maharashtra

Phone: 022-22828235Fax: 022-22842415 Email: [email protected] ; Website: lkpsec.com

STATUTORY ADVERTISMENT ISSUED IN COMPLIANCE OF CIRCULAR NO. SEBI/CFD/SCRR/01/2009/03/09 DATED SEPTEMBER 3, 2009 AND PART B OF SEBI CIRCULAR NO. CIR/CFD/DIL/5/2013 DATED FEBRUARY 4, 2013 READ WITH SEBI CIRCULAR NO. CIR/CFD/DIL/8/2013 DATED MAY 21, 2013 PURSUANT TO THE GRANT OF RELAXATION BY SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) VIDE THEIR LETTER NO. CFD/DIL-1/BNS/SD/OW/P/2016/29756/1 DATED OCTOBER 27, 2016 FROM THE APPLICABILITY OF THE RULE 19(2)(b) OF THE SECURITIES CONTRACTS (REGLATIONS) RULES, 1957. SYNOPSIS OF SCHEME OF ARRANGEMENT LKP Finance Limited (‘LKPFL’ or ‘the Transferor Company’ or the ‘Demerged Company’) was incorporated in 1984 under the provisions of the Companies Act, 1956. The Company is a Non Banking Finance Company registered with Reserve Bank of India. LKPFL is engaged in the business of lending, finance, trading and investment in shares and securities. The equity shares of LKPFL are at present listed at the BSE Limited (‘BSE’). LKP Securities Limited (‘LKPSL’ or ‘the Transferee Company’ or ‘the Company’) was incorporated in 1994 under the provisions of the Companies Act, 1956. LKPSL is engaged into the business of Equities Markets, Debt Markets, Investment Banking, Merchant Banking, Depository Services, IPOs, Mutual Fund Distribution. It is a member of BSE, NSE, CDSL. MCX (currency segment) and AMFI. On May 18, 2015 the Board of Directors of LKPFL and LKPSL has approved a Scheme of Arrangement. The said Scheme of Arrangement was made under Sections 391 to 394 read with Sections 100 to 103 and other applicable provisions of the Companies Act, 1956 and Sections 52, 55 of the Companies Act, 2013 for de-merger of SEBI Registered Intermediaries Business (referred to as “Demerged Undertaking”) of LKP Finance Limited into LKP Securities Limited and reduction of paid up Equity Share capital and Preference share capital of LKP Securities Limited pursuant to cancellation of Equity and Preference Share Capital held by LKP Finance Limited in LKP Securities Limited. Pursuant to the scheme, the Demerged Undertaking shall without any further act, instrument, deed, matter or thing, be demerged from LKPFL and transferred into LKPSL with effect from the Appointed Date and subject to the provisions of the scheme in relation to the mode of transfer. As per the Scheme of Arrangement LKP Securities Limited has issued and allotted equity shares to the shareholders of LKP Finance Limited whose name appears on the Register of Members of the LKP Finance Limited as on the

Record Date i.e. July 07, 2016, in the share ratio of “6 (six) equity shares of the face value of ` 2/- (Rupees Two)

each for every 1(one) equity share of the face value of ` 10/- (Rupees Ten) each”

A. NAME OF THE COMPANY AND ITS REGISTERED OFFICE

The company was incorporated on August 03, 1994 under the provisions of the Companies Act, 1956 in the name of LKP Securities Limited pursuant to a Certificate of Incorporation dated August 03, 1994, bearing registration number 11-80039 and certificate of commencement of business on August 18, 1994 issued by

the Registrar of Companies, Maharashtra, Mumbai. The Registered office of the company is situated at 203, Embassy Centre, Nariman Point, Mumbai – 400021, Maharashtra.

B. DETAILS OF CHANGE OF NAME AND/OR OBJECTS CLAUSE:

1. Change of Name

Company was incorporated in the name of “LKP Securities Limited” and has not changed its name since incorporation.

2. Main Object Clause of the Company

1. To carry on the business of Shares and Stock brokers, finance brokers, dealers and agents in equity shares, preference shares, stocks, bonds, debentures, debenture stocks, government securities including government bonds, units of any company, deposits, foreign exchange, money market, instruments obligation and securities, issued or guaranteed by Indian or foreign governments, States, Dominions, Sovereigns, Municipalities, Public Authorities, Bodies, Sovereign Rulers, Commissioners or Trusts and other securities of all types and kinds.

2. To carry on promotion and in particular to form constitute, float, lend money to control, negotiate loans and underwriting contracts, act as managing and issue brokers, registrar and transfer agents, registrars to the issue and underwriters, prepare project and feasibility reports for and behalf of any companies, associations, or undertakings.

3. To carry on the business in India and abroad of financial and investment consultancy and procedural services and to act as investment analysts, investment advisors, portfolio manager, wealth manager and investment banker, to manage funds of any individual, NRI, firms, association of persons, HUF, trust, corporate, FII or bodies corporate in various avenues like equity, debt, bullion, currency, real estate, commodities, growth funds, income funds, risk funds, tax exempt funds, pension and super-annuation funds, government securities and such other financial or money market instruments and securities, either as investment advisor or through PMS or AIF or such other structures and to pass on the benefits of portfolio investments to the investors as dividend, bonus, interest and provide complete range of personal financial services, to act as financial consultants, management consultants, business consultants, advisors, counselors for investment planning, estate planning, tax planning and matters connected thereto.

3. Changes in Object Clause since inception

Date Type of Meeting & Resolution

Particular of Alteration

27/08/2001 7th AGM Special Resolution

Clause III C : OTHER OBJECTS : Insertion of 42. To undertake and carry on insurance business without any risk

participation as agent of insurance companies offering insurance or re-insurance on life, fire, marine, accident, employer's liability, fidelity guarantee, third party, burglary or theft, storm, vehicle, travel, mortgage or other investment insurance or any of them and to enter into an agreement with necessary insurance company, association or any underwriter.

43. To carry on business as insurance brokers, underwriting agents in all

classes of insurance and re-insurance and act as insurance advisers, pensions advisers, surveyors, mortgage brokers and without prejudice to the generality of the foregoing to carry on the business of brokers and agents for all classes of insurance business.

44. To carry on business as consultants, advisers and managers in relation to

any insurance and pension scheme.

07/03/2008 EOGM Special Resolution

Clause III B : Insertion of Clause 42 To carry on the activities of Depository Participant, which includes registration as Depository Participant, providing depository services to clients and all other related activities in carrying out the service of Depository Participant. The present clauses 42 , 43 and 44 of Part III C renumbered as clauses 43,44 and 45 respectively. The clauses are added as clauses 46 and 47 after the renumbered clause 45 of Part III C of the Memorandum of Association “46 To carry on the activity of security issue management, which will inter- alia consist of preparation of prospectus or offer document and any other information / document relating to the issue, determining financial structure, tie-up of underwriters, marketing the security issue and also can undertake the responsibility for refunds or allotment of securities, to carry on all activities that include involvement of Merchant Bankers in any area of financial services including that of managing substantial acquisition of shares and takeovers, acquisition or disinvestments of brands, businesses, divisions etc., underwriting any issue of securities, managing the buy backs of securities, managing activities leading to delisting of securities and carrying out any other securities related activities including providing financial advisory or restructuring services. 47. To carry on the activity of broking in Future and Option Segment which inter-alia includes registration and related services.”

26/04/2016 EOGM Special Resolution

Added as clause 2A, after clause 2 of Para III (A) of Main Objects : 2A. “To carry on the business in India and abroad of financial and investment consultancy and procedural services and to act as investment analysts, investment advisors, portfolio manager, wealth manager and investment banker, to manage funds of any individual, NRI, firms, association of persons, HUF, trust, corporate, FII or bodies corporate in various avenues like equity, debt, bullion, currency, real estate, commodities, growth funds, income funds, risk funds, tax exempt funds, pension and super-annuation funds, government securities and such other financial or money market instruments and securities, either as investment advisor or through PMS or AIF or such other structures and to pass on the benefits of portfolio investments to the investors as dividend, bonus, interest and provide complete range of personal financial services, to act as financial consultants, management consultants, business consultants, advisors, counselors for investment planning, estate planning, tax planning and matters connected thereto.”

C. CAPITAL STRUCTURE PRE AND POST SCHEME OF ARRANGEMENT

1. Pre Scheme Capital Structure of Company

Particulars Aggregate Nominal Value

(` in lacs)

Authorized Capital

3,00,00,000 Equity Shares of ` 2/- each 600.00

29,00,000 9% Redeemable Preference Shares of ` 100/-

each

2900.00

Total 3500.00

Issued, Subscribed and Paid-up Capital


29,00,000 9% Redeemable Preference Shares of ` 100/-

each

2900.00

Total 3424.82

2. Post Scheme Capital Structure of Company

Particulars Aggregate Nominal Value (Rs. in lacs)

Authorized Capital

12,50,00,000 Equity Shares of Rs. 2/- each 2500.00

1,00,00,000 Shares of Rs.10 /- each (unclassified) 1000.00

Total 3500.00


7,32,21,296 Equity Shares of Rs. 2/- each 1464.43

Total 1464.43

D. SHAREHOLDING PATTERN OF THE COMPANY The present share holding pattern of the Company after the scheme of arrangement is as under: Declaration:

Sr.no Particulars Yes No

1 Whether the listed entity issued any partly paid up shares? - No

2 Whether the listed entity issued any convertible securities or warrants? - No

3 Whether the listed entity has any shares against which depository receipts are issued? - No

4 Whether the listed entity has any shares in locked-in? Yes -

5 Whether any shares held by promoters are pledge or otherwise encumbered? No

E. TOP TEN SHAREHOLDERS OF THE COMPANY

Sl. No.

Name of Shareholders No. of Equity

Shares % to total

capital

1 Sea Glimpse Investments Pvt Ltd 15285090 20.88

2 Mahendra Vasantrai Doshi (on behalf of Partnership firm ‘M/s L. K Panday’)

12339216 16.85

3 Mahendra Vasantrai Doshi 9758100 13.33

4 Bhavana Holdings Private Limited 8457030 11.55

5 Agrud Capital Pte Ltd 4364934 5.96

6 Grovsnor Investment Fund Ltd 2400000 3.28

7 Sadguru Express Private Limited 1087218 1.48

8 Sayanta Basu 917352 1.25

9 Padmakshi Financial Services Private Ltd 831876 1.14

10 Marytime Trimpex Private Limited 784794 1.07

Total 56225610 76.79

*Note: The above mentioned top ten shareholders are interested to the Extent of their shareholding and Mr. Mahendra Vasantrai Doshi as the Promoter of the Company

F. DETAILS OF THE PROMOTER Mr. Mahendra V Doshi, aged 66 years is the promoter of Company. He has been instrumental in setting-up and growth of the Company. After completing his M.B.A from Fort Lauderdele University (U.S.A) he started his career in the Field of Capital Market. He started LKP group and has been in the field of Financial Market for more than 30 years. Under his leadership, LKP Finance Limited was listed on BSE on September 10, 1986. He has accelerated growth, built meritocracy and enhance stakeholder value. Today LKP Group has its operation in major cities of India with various verticals. Mr. Mahendra V. Doshi resides at 11, Sea Glimpse Worli Hill Road, Worli, Mumbai -400018.

G. BUSINESS AND ITS MANAGEMENT LKP Securities Limited is engaged into the business of Equities markets, Debt markets, Investment Banking, Merchant Banking, Depository Services, IPOs, Mutual Fund Distribution. It is a member of BSE,NSE, CDSL. MCX (currency segment) and AMFI. It has a wide network of outlets in more than 100 cities and spread over pan India basis. It is the first financial group to be awarded the prestigious ISO 9002 certified KPMG Quality Registrar, USA, for certain businesses. Company have a large customer base including Banks, Institutions, FIIs, Mutual Funds, Insurance companies, Primary Dealers, large Corporates, Public Sector Undertakings, Provident Fund Trusts.

For details of the Business of Company, please refer Information Memorandum which will be made available on website of BSE and Company

Board of Directors

Sl. No. Name Status Director Identification Number

1 Mr. Pratik M Doshi Managing Director ** 00131122

2 Mr. S.S. Gulati Additional Director 02404230

3 Mr. Ganesh Malhotra Additional Independent Director 07581670

4 Mrs. Sangeeta Jhaveri Additional Independent Director 03636133

** w.e.f 26

th October, 2016

H. REASON FOR THE AMALGAMATION / DEMERGER

The implementation of the Scheme of Arrangement is likely to result in the following benefits:

a) Simplified corporate structure providing the shareholders of LKP Finance Limited direct participation in SEBI Registered Intermediaries Business;

b) The proposed segregation will create enhanced value for shareholders and allow a focused strategy in operations, which would be in the best interest of all the stakeholders. The arrangement will enable investors to hold investments in businesses with different investment characteristics thereby enabling them to select investments which best suit their investment strategies and risk profiles.

c) The nature of risk and competition involved in each of the business run by LKP Finance Limited is distinct from others and consequently each business or undertaking is capable of attracting a different set of investors, strategic partners, lenders and other stakeholders. There are also differences in the manner in which each of these businesses are required to be handled and managed. The proposed Scheme will enable LKP Finance Limited to re-organize and segregate its SEBI Registered Intermediaries activities by transferring its Demerged Undertaking into LKP Securities Limited.

As per the Scheme of Arrangement LKP Securities Limited has issued and allotted equity shares to the shareholders of LKP Finance Limited whose name appears on the Register of Members of the LKP Finance

Limited as on the Record Date i.e. July 07, 2016, in the share ratio of “6 (six) equity shares of the face value of `

2/- (Rupees Two) each for every 1(one) equity share of the face value of ` 10/- (Rupees Ten) each” which shall

be listed at BSE. The Equity shares of LKP Securities Limited will be listed on completion of process in terms of relaxation of rule 19(2)(b) of SCRR Act, 1957 granted by SEBI vide their letter dated October 27, 2016 addressed to BSE, the Designated Stock Exchange.

I. FINANCIAL STATEMENTS OF THE COMPANY FOR THE PREVIOUS THREE YEARS PRIOR TO THE DATE OF

LISTING: 1. Summary of Audited Standalone Balance Sheet, Profit & Loss Account and Cash Flow statement for Six

months period ended September 30, 2016 and for the last three financial years ended March 31, 2016, 2015, 2014 are as follows:

A. Summary of Balance Sheet

(` in Lacs)

Particulars September 30, 2016

31.03.2016 31.03.2015 31.03.2014

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share Capital 1464.43 3424.82 3424.82 3424.82

(b) Reserves and Surplus 1380.43 -481.03 -337.89 -353.43

2 Non-current liabilities

(a) Long Term Borrowings 0 0 0 0

(a) Other Long Term Liabilities 212.4 229.35 193.63 203.6

(b) Long Term Provisions 98.08 93.94 76.74 52.74

3 Current liabilities

(a) Short Term Borrowings 7223.72 7472.81 5798.58 3630.47

(b) Trade Payables 5185.87 4953.69 4193.9 4899.41

(c) Other Current Liabilities 160.49 88.25 89.47 73.37

TOTAL 15725.25 15781.83 13439.25 11930.97

II. ASSETS

Non-current assets 1 (a) Fixed Assets

(i) Tangible assets 281.44 323.4 408.82 582.3

(ii) Intangible assets 171.54 177.74 181.63 202.61

(b) Non Current Investments 231.16 190.16 200.95 203.85

(c) Deferred Tax Assets (Net) 376.57 373.61 387.34 277.38

(d) Long Term Loans and Advances 696.88 711.61 715.13 712.15

(e) Other Non Current Assets 319.26 200.89 180.46 164.98

2 Current assets

(a) Current Investments 0 0 0 0

(b) Inventories 74.02 74.02 0 0

(c) Trade Receivables 9734.70 10624.56 8343.07 7301.56

(d) Cash and Cash Equivalents 2929.40 2013.81 2155.13 1622.74

(e) Short Term Loans and Advances 821.82 1001.81 793 771

(f) Other Current Assets 88.63 90.22 73.72 92.4

TOTAL 15725.25 15781.83 13439.25 11930.97

B. Summary of Profit & Loss statement

(` in Lacs)


2015-2016 2014-2015 2013-2014

Revenue Revenue from Operations 3227.78 5637.17 5789.49 3788.98

Other Income 89.22 196.63 156.5 197.66

Total Revenue 3317.00 5833.8 5945.99 3986.64

Expenses Other Expenses 1522.11 2765.57 2726.53 2353.36

Employee benefit Expenses 1369.91 2701.84 2718.2 1860.19

Depreciation and Amortisation 63.65 135.93 347.57 160.19

Finance Cost 463.22 345.7 248.11 246.61

Total Expenses 3418.89 5949.04 6040.41 4620.35

Profit Before Tax -101.89 -115.24 -94.42 -633.71

Tax expense: (1) Short/Excess Provisions 14.17 (2) Deferred tax -2.96 13.73 -109.96 -146.48

Profit After Tax -98.93 -143.14 15.54 -487.23

C. Summary of Cash Flow Statement

(` in Lacs)

Particulars September

30, 2016 2015-2016 2014-2015 2013-2014

A. Cash flow from Operating activities :

Net Profit / (Loss) before tax and Extraordinary items and Interest

361.33 230.45 153.69 -387.10

Adjustments for :

Depreciation 63.65 135.94 347.57 160.19

Diminution of Inventories 0.00 0.00 0.00 0.00

Profit / Loss on sale of assets 0.04 0.00 3.22 0.95

Interest / Dividend Received / Misc -83.00 -189.39 -156.50 -132.25

(Profit) / Loss on Sale of Investment 0 -3.96 -0.49 0.00

-19.31 -57.41 193.80 28.89

Operating Profit before Working Capital Changes

342.02 173.04 347.49 -358.21

Adjustments for :

Inventories

Trade and other receivables 834.29 -2635.09 -981.09 -312.18

Trade and other payables 291.45 811.48 -675.37 1167.10

1125.74 -1823.61 -1656.46 854.92

Cash generated from operations 1467.76 -1650.57 -1308.97 496.71

Interest & Bank Charges paid -463.22 -345.70 -248.11 -246.61

Direct taxes paid 133.66 23.20 -82.20 -103.97

-329.56 -322.50 -330.31 -350.58

Net cash from operating activities 1138.20 -1973.07 -1639.28 146.13

B. Cash flow from Investing Activities

Purchase of fixed assets -15.75 -46.63 -158.33 -286.96

Sale of fixed assets 0.22 0 2 1.1

Purchase of investments -41.00 0 -10 0

Sale of investments 0 14.75 13.39 0

Interest received 82.54 187.57 155.62 131.09

Dividend received 0.46 1.82 0.88 1.16

Net cash from investing activities 26.47 157.51 3.56 -153.61

C. Cash flow from financing activities

Proceeds from issue of share capital 0 0 0 1200

Increase in borrowing -249.09 1674.24 2168.11 -1398.54

Net cash from financing activities -249.09 1674.24 2168.11 -198.54

Net increase / (decrease) in cash and cash equivalents

915.58 -141.32 532.39 -206.02

Cash and cash equivalents (opening) 2013.81 2155.13 1622.74 1828.76

Cash and cash equivalents (closing) 2929.39 2013.81 2155.13 1622.74

2. Notes to Account for the Financial Statement as on September 2016: For the Standalone Financial Statement: 1) The company was a subsidiary of LKP Finance Limited (“erstwhile holding company”) till 7th July, 2016.

With a view to demerge its SEBI registered intermediaries business, erstwhile holding company filed a scheme of arrangement with the Honourable Bombay High Court for demerger and the same was

approved on 4th May 2016. As a part of the scheme, 2,62,03,600 equity shares of ` 2/- each and

29,00,000 preference shares of ` 100/- each held by the erstwhile holding company were cancelled. The

company issued 7,31,83,896 fresh equity shares of ` 2/- each fully paid up on 8th July, 2016 to the

shareholders of LKP Finance Limited by utilising the Preference Shares Redemption Reserve Account created out of cancellation of preference shares under the Scheme of Demerger. The balance unutilised

amount of ` 19,60,39,408/- is carried forward under Preference Shares Redemption Reserve Account – on

cancellation of preference shares. The company in the EGM held on 5th July, 2016 passed a special resolution to reclassify its authorised

capital of ` 35 Crores as under:

Particulars Amount in `

12,50,00,000 Equity Shares of Rs. 2/- each 25,00,00,000

1,00,00,000 Shares of Rs.10/- each (unclassified) 10,00,00,000

Total 35,00,00,000

As on 30th September, 2016, the paid up Equity share capital of the company, after issuance of fresh

equity shares (fully paid up) stood at `14,64,42,592/- (As at 31st March, 2016 : `5,24,82,000/-). The

company has since obtained the necessary approvals from BSE Limited to list its equity shares.

2) Contingent Liabilities

a) Total Bank Guarantee issued on behalf of company as at 30th September 2016 is ` 30,10,00,000/-

(Previous Year ` 28,85,00,000/-) partially secured against pledge of FDR.

b) There are two cases filed against the company totalling `31,17,200/- which company has disputed.

The company on disposal of the cases, by the courts expects no impact on the statement of profit & loss.

c) The Company has filed 34 cases for recovery of dues amounting to ` 1,00,42,829/-, the recovery

suits are pending in various courts. The company expects favarouble decisions and no provisioning is considered necessary at this stage.

3) Deferred Tax Asset

(Amount in `)

Particulars As at 30.09.2016 For the Half year ended 30th September 2016

As at 31.03.2016

Written Down Value Differential

6,770,308 (29,718) 6,800,026

Brought Forward Losses 27,856,382 197,671 27,658,711

Disallowed Gratuity 3,030,722 127,976 2,902,747

Total 37,657,412 295,928 37,361,484

The deferred tax for the year has been calculated taking into account current year losses, depreciation differential and section 43B disallowance. The management is of the view that deferred tax asset will be set off against future profits and there is virtual certainty of the set off.

4) Remuneration to Directors

(Amount in Rs)

Particulars For 6 month ended on 30.09.2016 2015-16

Salary* 1,927,500 3,955,200

Contribution to Provident Fund 32,400 86,400

Total 1,959,900 4,041,600

*includes `272400/- for one Whole time Director for part of the year

5) The amounts shown against Long term receivable Long term loans and advances is considered as good

and recoverable by the management.

6) Earnings per share (Amount in Rs)

Particulars Upto 6 month ended on 30.09.2016 2015-16

Net Profit after Taxation (9,893,023) (14,313,881)

No. of Equity shares 73,221,296 26,241,000

Basic & Diluted earning per Share (0.14) (0.55)

7) As per the Accounting Standard 18, disclosures regarding related parties are given below:

i) List of Related Parties along with the nature of related party relationships.

Name of the Related Party Relationship

LKP Wealth Advisory Private Limited Subsidiary Company

LKP Finance Limited Director Interested

Bhavna Holdings Limited Director Interested

MKM Share & Stock Brokers Ltd. Director Interested

Peak Plastonics Private Limited Director Interested

Sea Glimpse Investments Pvt Ltd Director Interested

SolarEx P V Solutions Pvt. Ltd. Director Interested

Alpha Commodity Pvt. Ltd. Director Interested

M/s L.K.Panday Director Interested

Mr. M.V. Doshi Father of Pratik Doshi

Mr. Pratik Doshi Key Management Personnel

Gayatri Cements & Chemical Industries Ltd Fellow Subsidiary

ii) Transactions with Related Parties

8) The aggregate value of quoted investments as at 30th September 2016 is `1,44,76,266/- (Previous year

`1,44,76,266/-) Market value of quoted investment as at 30th September 2016 is `71,02,687/- Previous

year `68,48,171/-)

All Investments are long term investments. No provision for diminution in market value as compared to cost of quoted investments is made during the year as the management is of the view that diminution in market value is of temporary nature.

9) a) The Company has taken various offices, residential and godown premises under operating lease or leave and license agreements. These are generally cancellable in nature and range between 11 months to 108 months. b) Rent payments are recognised in the Statement of Profit and Loss under the head ' Rent, Rates and Taxes' in Schedule B20

10) Tax Deducted at Source on Income upto 30th September 2016 : `21,42,311/- (Previous Year

`1,12,19,812/-)

11) As per the information available with the Company as at 30th September 2016, the data in respect of

Micro Small & Medium Enterprises that are covered under the Micro Small & Medium Enterprises Development Act, 2006 are not available. Hence, details regarding principal amount and interest paid/due thereon is not given.

12) There are no dues to Small Scale Industries and Investor Education and Protection Fund as at 30th September 2016 (Previous Year: Nil)

13) the company, has no long-term contracts including derivative contracts having material foreseeable losses as at 30th September, 2016.

14) The figures under previous year column in the statement of profit & loss account are for 12 months period. Hence, not comparable.

Particulars Amount (in Rs)

Directors Remuneration 1,959,900

Brokerage Income 839,242

Balance due as on 30.09.2016 81,611,389

3. Summary of Consolidated Balance Sheet, Profit & Loss Account and Cash Flow statement for the Six

months period ended on September 30, 2016 and for the last two financial years ended March 31, 2016 and 2015 (Since LKP Wealth Advisory Private Limited, subsidiary of the Company was incorporated on August 08, 2014) are as follows:

A. Summary of Consolidated Balance Sheet and Profit & Loss Statement

(` in Lacs)


2015-2016 2014-2015

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share Capital 1464.43 3424.82 3424.82

(b) Reserves and Surplus 1378.25 -481.05 -337.74

2 Non-current liabilities

(a) Long Term Borrowings 0 0 0

(a) Other Long Term Liabilities 212.39 229.35 193.63

(b) Long Term Provisions 98.08 93.94 76.74

3 Current liabilities

(a) Short Term Borrowings 7223.72 7472.81 5798.58

(b) Trade Payables 5187.84 4955.65 4193.9

(c) Other Current Liabilities 160.50 88.26 89.47

TOTAL 15725.21 15783.78 13439.4

II. ASSETS

Non-current assets

1 (a) Fixed Assets

(i) Tangible assets 281.44 323.4 408.82

(ii) Intangible assets 171.54 177.74 181.63

(b) Non Current Investments 180.16 180.16 190.95

(c) Deferred Tax Assets (Net) 376.57 373.61 387.34

(d) Long Term Loans and Advances 696.88 711.61 715.13

(e) Other Non Current Assets 319.26 200.89 180.46

2 Current assets

(a) Current Investments 0 0 0

(b) Inventories 74.02 74.02 0

(c) Trade Receivables 9734.71 10624.56 8341.32

(d) Cash and Cash Equivalents 2979.70 2025.32 2166.8

(e) Short Term Loans and Advances 822.30 1002.25 793.23

(f) Other Current Assets 88.63 90.22 73.72

TOTAL 15725.21 15783.78 13439.4


2015-2016 2014-2015

Revenue

Revenue from Operations 3228.21 5639.3 5791.76

Other Income 89.22 196.63 156.5

Total Revenue 3317.43 5835.93 5948.26

Expenses

Other Expenses 1524.28 2767 2728.28

Employee benefit Expenses 1370.33 2702.69 2718.58

Depreciation and Amortisation 63.65 135.94 347.57

Finance Cost 463.22 345.71 248.1

Total Expenses 3421.48 5951.34 6042.53

Profit Before Tax -104.05 -115.41 -94.27

Tax expense:

(1) Short/Excess Provisions

14.17

(2) Deferred tax 2.96 13.73 -109.96

Profit After Tax -101.09 -143.31 15.69

B. Summary of Consolidated Cash Flow Statement

Particulars September

30, 2016 2015-2016 2014-2015

A. Cash flow from Operating activities :

Net Profit / (Loss) before tax and Extraordinary items and Interest

359.16 230.3 153.83

Adjustments for :

Depreciation 63.65 135.94 347.57

Diminution of Inventories 0.00

Profit / Loss on sale of assets 0.04 0 3.22

Interest / Dividend Received / Misc -83.00 -189.39 -156.5

(Profit) / Loss on Sale of Investment -3.96 -0.49

-19.31 -57.41 193.8

Operating Profit before Working Capital Changes

339.85 172.89 347.63

Adjustments for :

Inventories

Trade and other receivables 834.12 -2636.84 -979.34

Trade and other payables 291.62 813.45 -675.37

1125.74 -1823.39 -1654.71

Cash generated from operations 1465.59 -1650.5 -1307.08

Interest & Bank Charges paid -463.22 -345.71 -248.11

Direct taxes paid 133.62 22.99 -82.43

-329.60 -322.72 -330.54

Net cash from operating activities 1135.99 -1973.22 -1637.62

B. Cash flow from Investing Activities

Purchase of fixed assets -15.75 -46.63 -158.33

Sale of fixed assets 0.22 0 2.01

Purchase of investments 0 0 0

Sale of investments 0 14.75 13.39

Interest received 82.54 187.57 155.62

Dividend received 0.46 1.82 0.88

Net cash from investing activities 67.47 157.51 13.57

C. Cash flow from financing activities

Proceeds from issue of share capital 0 0 0

Increase in borrowing -249.09 1674.24 2168.11

Net cash from financing activities -249.09 1674.24 2168.11

Net increase / (decrease) in cash and cash equivalents

954.37 -141.47 544.06

Cash and cash equivalents (opening) 2025.33 2166.8 1622.74

Cash and cash equivalents (closing) 2979.70 2025.33 2166.8

Note: There has been no Change in accounting policies in the last three years which may have effect on profits and reserves.

4. Notes to Account for the Financial Statement as on September 30, 2016: For the Consolidated Financial Statement:

1) The company was a subsidiary of LKP Finance Limited (“erstwhile holding company”) till 7th July, 2016. With a view to demerge its SEBI registered intermediaries business, erstwhile holding company filed a scheme of arrangement with the Honourable Bombay High Court for demerger and the same was

approved on 4th May 2016. As a part of the scheme, 2,62,03,600 equity shares of ` 2/- each and

29,00,000 preference shares of ` 100/- each held by the erstwhile holding company were cancelled. The

company issued 7,31,83,896 fresh equity shares of ` 2/- each fully paid up on 8th July, 2016 to the

shareholders of LKP Finance Limited by utilising the Preference Shares Redemption Reserve Account created out of cancellation of preference shares under the Scheme of Demerger. The balance unutilised

amount of ` 19,60,39,408/- is carried forward under Preference Shares Redemption Reserve Account –

on cancellation of preference shares. The company in the EGM held on 5th July, 2016 passed a special resolution to reclassify its authorised

capital of ` 35 Crores as under:

Particulars Amount in `

12,50,00,000 Equity Shares of Rs.2/- each 25,00,00,000

1,00,00,000 Shares of Rs. 10/- each (unclassified) 10,00,00,000

Total 35,00,00,000

As on 30th September, 2016, the paid up Equity share capital of the company, after issuance of fresh

equity shares (fully paid up) stood at ` 14,64,42,592/- (As at 31st March, 2016 : ` 5,24,82,000/-). The

company has since obtained the necessary approvals from BSE Limited to list its equity shares.

2) Contingent Liabilities

a) Total Bank Guarantee issued on behalf of company as at 30th September 2016 is `30,10,00,000/-

(Previous Year `28,85,00,000/-) partially secured against pledge of FDR.

b) There are two cases filed against the company totalling `31,17,200/- which company has disputed.

The company on disposal of the cases, by the courts expects no impact on the statement of profit & loss.

c) The Company has filed 36 cases for recovery of dues amounting to `1,00,42,829/-, the recovery

suits are pending in various courts. The company expects favarouble decisions and no provisioning is considered necessary at this stage.

3) Deferred Tax Asset

(Amount in `)

As at 30.09.2016 For the Half year ended 30th September 2016

As at 31.03.2016

Written Down Value Differential

6,770,308 (29,718) 6,800,026

Brought Forward Losses 27,856,382 197,671 27,658,711

Disallowed Gratuity 3,030,722 127,976 2,902,747

Total 37,657,412 295,928 37,361,484

The deferred tax for the year has been calculated taking into account current year losses, depreciation differential and section 43B disallowance. The management is of the view that deferred tax asset will be set off against future profits and there is virtual certainty of the set off.

4) Remuneration to Directors (Amount in Rs)

Particulars For 6 month ended on 30.09.2016 2015-16

Salary* 1,927,500 3,955,200

Contribution to Provident Fund 32,400 86,400

Total 1,959,900 4,041,600

*includes `272400/- for one Whole time Director for part of the year

5) The amounts shown against Long term receivable Long term loans and advances is considered as good

and recoverable by the management.

6) Earnings per share: (Amount in Rs)

Particulars Upto 6 month ended on 30.09.2016 2015-16

Net Profit after Taxation (10,109,381) (14,330,400)

No. of Equity shares 73,221,296 26,241,000

Basic & Diluted earning per Share (0.14) (0.55)

7) As per the Accounting Standard 18, disclosures regarding related parties are given below:

i) List of Related Parties along with the nature of related party relationships.

Name of the Related Party Relationship

LKP Wealth Advisory Private Limited Subsidiary Company

LKP Finance Limited Director Interested

Bhavna Holdings Limited Director Interested

MKM Share & Stock Brokers Ltd. Director Interested

Peak Plastonics Private Limited Director Interested

Sea Glimpse Investments Pvt Ltd Director Interested

SolarEx P V Solutions Pvt. Ltd. Director Interested

Alpha Commodity Pvt. Ltd. Director Interested

M/s L.K.Panday Director Interested

Mr. M.V. Doshi Father of Pratik Doshi

Mr. Pratik Doshi Key Management Personnel

Gayatri Cements & Chemical Industries Ltd Fellow Subsidiary

ii) Transactions with Related Parties

8) The aggregate value of quoted investments as at 30th September 2016 is `1,44,76,266/- (Previous year

`1,44,76,266/-) Market value of quoted investment as at 30th September 2016 is `71,02,687/- Previous

year `68,48,171/-)

All Investments are long term investments. No provision for diminution in market value as compared to cost of quoted investments is made during the year as the management is of the view that diminution in market value is of temporary nature.

9) a) The Company has taken various offices, residential and godown premises under operating lease or leave and license agreements. These are generally cancellable in nature and range between 11 months to 108 months. b) Rent payments are recognised in the Statement of Profit and Loss under the head ' Rent, Rates and Taxes' in Schedule B20

10) Tax Deducted at Source on Income upto 30th September 2016 : `21,42,311/- (Previous Year

`1,12,19,812/-)

11) As per the information available with the Company as at 30th September 2016, the data in respect of

Micro Small & Medium Enterprises that are covered under the Micro Small & Medium Enterprises Development Act, 2006 are not available. Hence, details regarding principal amount and interest paid/due thereon is not given.

12) There are no dues to Small Scale Industries and Investor Education and Protection Fund as at 30th September 2016 (Previous Year: Nil)

13) The company has no long-term contracts including derivative contracts having material foreseeable losses as at 30th September, 2016.

14) The figures under previous year column in the statement of profit & loss account are for 12 months period. Hence, not comparable.

Particulars Amount (in Rs)

Directors Remuneration 1,959,900

Brokerage Income 839,242

Balance due as on 30.09.2016 81,611,389

J. DETAILS OF GROUP COMPANIES INCLUDING THEIR CAPITAL STRUCTURE AND FINANCIAL STATEMENTS The companies/ firms that are part of the Promoter Group are as follows:

I. Details of Subsidiary We have one subsidiary, viz. LKP Wealth Advisory Private Limited, details of the same are as mentioned below: LKP Wealth Advisory Private Limited (“LKP Wealth”) Corporate information LKP Wealth Advisory Private Limited (“LKP Wealth”) was incorporated on August, 08 2014 as a private limited company under the Companies Act, 1956 and registered with the Registrar of Companies, Mumbai, Maharashtra. The CIN of company is U67190MH2014PTC256997 has been formed to carry on the business of advisory services in Investment and wealth management on all kind of financial instrument including portfolio management services, mutual funds, unit linked policies, insurance policies. Interest of Promoters

LKP Securities Limited, the Promoter of LKP Wealth holds 5,09,980 Equity shares of `10/- each constituting

99.999% of the equity share capital of LKP Wealth Advisory Private Limited. Directors of LKP Wealth are:

Name of the Directors Status

Mahendra Doshi Director

Pratik Doshi Director

Capital Structure & Shareholding pattern as of June, 20, 2016, is as follows:

The authorised share capital of LKP Wealth is Rs. 60,00,000/- divided 6,00,000 equity shares of face value Rs. 10 each and the paid up capital is Rs. 51,00,000 divided into 5,10,000 equity shares of face value of Rs. 10 each.

Shareholding pattern as of June, 20, 2016, is as follows:

Sl. Name No of Shares held %

Sr. No

Name

1. LKP Wealth Advisory Private Limited (Subsidiary)

2. LKP Finance Limited (Listed entity)

3. Alpha Commodity Private Limited

4. Sea Glimpse Investment Private Limited

5. Bhavana Holdings Private Limited

6. Gayatri Cement & Chemical Industries Private Limited

7. M/s. L. K. Panday (Partnership Firm)

8. MKM Shares and Stock Brokers Limited

9. Peak Plastonics Private Limited

10. Solarex PV Solutions Private Limited

No of `10/- each

1. LKP Securities Limited 5,09,980 99.996

2. Mahendra Doshi 10 0.002

3. Pratik Doshi 10 0.002

Total 5,10,000 100.000

Financial information

(` In lacs except per share data)

Particulars 2015-16 2014-15

Sales 2.13 2.27

Other Income - -

PAT (0.17) 0.14

Share Capital 10 10

Reserves (0.02) 0.14

EPS (0.17) 0.14

Step down subsidiary

LKP Wealth Advisory Private Limited has no step down subsidiary company.

II. Details of Listed company within the promoter group companies

LKP Finance Limited (erstwhile Holding company) Corporate information LKP Finance Limited was incorporated on 05/05/1984 as a private limited company under the Companies Act, 1956 and registered with the Registrar of Companies, Mumbai, Maharashtra. The CIN is L65990MH1984PLC032831 has been formed to carry on the business of Non-Banking Financial Companies. Capital Structure:


(` in lacs)

Authorized Capital

10,00,000 Redeemable Preference Shares of ` 100/- each 1000.00

2,00,00,000 Equity shares of ` 10/- each 2000.00

Total 3000.00



Total 1219.80

Directors of the company are:


Mr. Mahendra V Doshi Executive Chairman (Promoter)

Mr. Pratik M Doshi Director (Promoter Group)

Mr. Sayanta Basu Nominee Director

Mr. Vineet N.Suchanti Independent & Non-executive Director

Mr. Sajid Mohammed Independent & Non-executive Director

Mrs. Anjali Suresh Woman Independent & Non-executive Director

Shareholding pattern as on March, 2016 is as follows:

Audited Financial data


Particulars 2015-16 2014-15 2013-14

Sales 4538.44 8347.34 3524.85

Other Income 193.37 23.07 32.31

PAT 887.25 1773.69 747.69

Share Capital 1219.80 1219.80 1219.80

Reserves 14469.48 14609.94 14600.25

EPS 7.27 14.54 6.12

III. Details of the four largest unlisted companies within the promoter group Companies (chosen on the basis of

total revenue) 1. Alpha Commodity Private Limited ( Alpha)

Corporate information

Alpha Commodity Private Limited was incorporated on 22/10/2003 as a private limited company under the Companies Act, 1956 and registered with the Registrar of Companies, Mumbai, Maharashtra. The CIN is U51909MH2003PTC142823. The Company has been formed to carry on the business of commodity broking on Commodity exchanges. Capital Structure:


(` in lacs)

Authorized Capital

Equity shares of Rs.10/- each ( 50,00,000 Shares) 500

Preference share of Rs.100/- each ( 7,00,000 Shares) 700

Total 1200


Equity shares of Rs.10/- each 404.76

9% Redeemable preference shares of Rs.100/- each 100

12% Redeemable preference shares of Rs.100/- each 485

Total 989.76


Sl. No

Name No of Shares held of

`10/- each

% of holding

1. Promoter & Promoter Group 78,58,060 64.42

2. Public 43,39,963 35.58

Total 1,21,98,023 100.00


Mr. Pratik M Doshi Director & Promoter

Mr. S.S.Gulati Director

Mr. Dinesh Waghela Director

Shareholding pattern as on March 31, 2016 is as follows:

Sl.No Name No of Shares held

of `10/- each

% holding

1. Promoter 39,37,500 97.28

2. Others 1,10,100 2.72

Total 40,47,600 97.28

Audited Financial data


Particulars 2015-16 2014-15

2013-14

Sales 401.89 318.51 366.75

Other Income 13.86 13.69 23.31

PAT 2.61 3.38 3.88

Share Capital 989.76 989.76 989.76

Reserves (237.25) (239.85) (243.23)

EPS 0.13 0.08 0.10

2. Sea Glimpse Investments Private Limited (Sea Glimpse)

Corporate information Sea Glimpse Investments Private Limited was incorporated on 15/06/1987 as a private limited company under the Companies Act, 1956 and registered with the Registrar of Companies, Mumbai, Maharashtra. The CIN is U67190MH1987PTC043779 and is in the business of Trading in securities. Capital Structure:


(` in lacs)

Authorized Capital

Equity share of Rs.100/- each ( 1,65,000 Shares) 165

Total 165


Equity share of Rs.100/- each ( 99,976 Shares) 99.98

Total 99.98



Mr. Mahendra V Doshi Director & Promoter

Mr. Dinesh Waghela Director

Shareholding pattern of Sea Glimpse Investments Private Limited as on March 31, 2016 is as follows:


of `10/- each

%

1. Promoter and Promoter Group 98,506 98.53

2. others 1470 1.47

Total 99,976 100.00

Financial information (Audited)


Particulars 2015-16 2014-15 2013-14

Sales 412.46 (696.28) 174.23

Other Income - 0.49 9.85

PAT 26.80 (1261.83) (438.20)

Share Capital 99.98 99.98 99.98

Reserves (4447.49) (4474.30 (3212.47)

EPS 26.81 (1262.13) (438.31)

3. Bhavana Holdings Private Limited (Bhavana)

Corporate information Bhavna Holdings Private Limited was incorporated on 30/03/1987 as a private limited company under the Companies Act, 1956 and registered with the Registrar of Companies, Mumbai, Maharashtra. The CIN is U67120MH1987PTC043006. Company has been formed to carry on the business of Investments. Capital Structure:


(` in lacs)

Authorized Capital

Equity shares of Rs.10/- each ( 2,00,000 Shares) 20 Total 20


Equity Shares of Rs.10/- each ( 55,000 Shares) 5.50 Total 5.50



Mr.Mahendra V. Doshi Promoter

Mr.Pratik M. Doshi Promoter Group

Shareholding pattern of Bhavna Holdings Pvt Limited as on March 31, 2016 is as follows:

Sl. No

Name No of Shares held of

`10/- each

%

1. Promoter 47,000 85.45

2. Promoter Group 8,000 14.55

Total 55,000 100.00



Particulars 2015-16 2014-15 2013-14

Sales 3.56 38.90 0.55

Other Income 708.01 660.54 145.42

PAT 117.48 (50.36) (349.30)

Share Capital 5.50 5.50 5.50

Reserves (212.30) (329.77) (279.41)

EPS 213.59 (91.56) (635.09)

4. Gayatri Cement & Chemical Industries Private Limited ( Gayatri)

Corporate information Gayatri Cement & Chemical Industries Private Limited was incorporated on 25/01/1983 as a private limited company under the Companies Act, 1956 and registered with the Registrar of Companies, Mumbai, Maharashtra. The CIN is U99999MH1983PTC115063. Company has been carrying on the business of trading in securities. Capital Structure:


(` in lacs)

Authorized Capital

Equity Shares of Rs.100/- each ( 21,000 Shares) 21 Total 21


Equity Shares of Rs.100/- each ( 21,000 Shares) 21 Total 21



Mr. Jayendra A. Shah Director

Mr .Dinesh K. Waghela Director

Shareholding pattern of Gayatri Cement & Chemical Industries Private Limited as on March 31, 2016 is as follows:


of `10/- each

%

1. LKP FINANCE LTD 21,000 100.00

Total 21,000 100.00



Particulars 2015-16 2014-15 2013-14

Sales 0.08 (6.82) (2.47)

Other Income 0 0 0

PAT (5.00) (11.80) (8.12)

Share Capital 21.00 21.00 21.00

Reserves (175.43) (170.43) (158.63)

EPS (23.82) (56.21) (38.65)

Other Confirmations relating to Group Companies (including Subsidiary)

Our Group Companies do not have business interest in our Company. None of our Group Company is a sick company under the meaning of Sick Industrial Companies (Special

Provisions) Act, 1985. Further, none of our Group Company, has made any public issue of securities in the preceding three years. Our Group Companies are not interested in the promotion of our Company. Our Group Companies do not have any interest in any property acquired by or proposed to be acquired by

our Company two years prior to the date of this advertisement.

Our Group Companies are not interested in any transaction with our Company involving acquisition of land, construction of building or supply of any machinery.

Further, none of our Group Companies have been declared as wilful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by it in the past or currently pending against it. Our Group Companies have not been (i) prohibited from accessing the capital market under any order or direction passed by SEBI or any other authority or (ii) refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.

Litigation

For details relating to legal proceedings involving Group Companies, please refer to the chapter titled ‘Outstanding Litigation and Material Developments’ appearing in the IM which will be made available on website of BSE and Company. K. OUTSTANDING LITIGATIONS AND DEFAULTS OF THE TRANSFEREE ENTITY, PROMOTERS, DIRECTORS OR ANY

OF THE GROUP COMPANIES: The summary of the outstanding litigation against the Company, its promoters, directors or any of subsidiaries/associate companies is as under:

Sl. No.

Particulars No. of cases

Amount

(` in lacs)

1 Against the Company

Civil Cases 1 1.17

High court 2 525.13

2 By the Company

Civil Cases 2 9.68

Criminal Cases 34 100.43

Consumer Forum 1 30

High court 1 22.69

3 Against Promoters/ Promoter Group/ Directors

Civil 4 261.69

Total 950.79

For details of all pending litigations please refer chapter “Outstanding Litigation and Defaults” appearing in Information Memorandum which will be made available on website of BSE and Company.

L. PARTICULARS OF HIGH, LOW AND AVERAGE PRICES OF THE SHARES OF THE LISTED TRANSFEROR ENTITY

DURING THE PRECEDING THREE YEARS

Financial Year High (Rs) Low (Rs) Average (Rs)

2015-2016 105.05 52.30 80.68

2014-2015 110.80 52.30 71.11

2013-2014 71.00 51.85 59.43

M. MATERIAL INFORMATION AFTER THE DATE OF BALANCE SHEET

There have been no material developments that have taken place after the date of last Audited Financial Statement, i.e. September 30, 2016 that may adversely affect the performance or prospects of the Company.

N. ADVISOR TO THE SCHEME OF ARRANGEMENT

Keynote Corporate Services Limited The Ruby, 9th Floor, Senapati Bapat Marg, Dadar (W) Mumbai - 400 028, Maharashtra Tel: +91-22-3026 6000; Fax: +91-022-3026 6088 Website: www.keynoteindia.net; Email: [email protected] Contact Person: Mr. Janardhan Wagle / Ms. Saili Sonawane SEBI Registration No: INM 000003606

FOR FURTHER DETAILS PLEASE REFER TO INFORMATION MEMORANDUM WHICH WILL BE MADE AVAILABLE ON www.bseindia.com & www.lkpsec.com

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

LKP SECURITIES LIMITED

Sd/- Sd/- Pratik M Doshi Dimple Chopra

Managing Director Company Secretary & Compliance Officer

PLACE: Mumbai DATE: 04

th November, 2016

http://www.bseindia.com/

http://www.lkpsec.com/

PUBLIC ANNOUNCEMENT FOR THE SHAREHOLDERS ......2,62,41,000 Equity Shares of ` 2/- each 524.82...

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Transcript of PUBLIC ANNOUNCEMENT FOR THE SHAREHOLDERS ......2,62,41,000 Equity Shares of ` 2/- each 524.82...