during the last three years. The statutory auditors have certified that the Company has complied with the conditions of iii. The Company has laid down a Whistle
Corporate Governance as stipulated in Clause Blower Policy and the same has been
49 of the Listing Agreement with the Stock posted on the official Website of the
Exchange and the same is annexed. Company. Any Employee may make a
Disclosure regarding malpractices and 8. RECONCILIATION OF SHARE CAPITAL e v e n t s c o v e r e d u n d e r t h i s p o l i c y
As per SEBI (Depositories & Participants) by presenting the same in writing before
Regulation, 1996, Certificate of Reconciliation any of the members of the Committee or
of Share Capital Audit issued by a Practicing t h r o u g h a d d r e s s i n g a n e - m a i l a t
Company Secretary, confirming that the total [email protected]
issued capital of the Company is in agreement which will be accessible to all the members
with the total number of shares in physical form of the Committee. No employee is denied
and the total number of dematerialized shares of opportunity to meet the members of the
held in NSDL and CDSL, is placed before the Whistle Blower Committee.
Board on a quarterly basis and also submitted to iv. The Company has complied with all the the Stock Exchange.
mandatory requirements of the clause 49 and also adopted clause (2) of Annexure ID of the Clause 49, on the Remuneration Committee.
To obtain outside legal or other professional advice. Power to delegate any of its role/duties/powers to any persons within its terms of reference. To secure attendance of outsiders with relevant
expertise, if it considers necessary.
COMPOSITION OF THE FPO COMMITTEE:
Composition of the FPO committee as on 31st March, 2013 is as under:
Sr. No. Name Designation 1 Mr. Subhash Chand Aggarwal Chairman 2 Mr. Mahesh Chand Gupta Vice- Chairman 3 Mr. K. M. Agarwal Member 4 Mr. Finney Cherian Member 5 Mr. Suhel Lal Kanuga Member 6 Mr. S. C. Gupta Member 7 Mr. Chandra Wadhwa Member
2009-10 URDU GHAR 29th Wednesday 11.00 212, Rouse September, A.M. Avenue, 2010
Deen Dayal Upadhyaya Marg, New Delhi-110002
1. Re-Appointment of Mr. Subhash Chand Aggarwal as Managing-Director of the Company.
2010-11 URDU GHAR 30th Friday 11.00 212, Rouse September, A.M. Avenue, 2011 Deen Dayal Upadhyaya Marg, New Delhi-110002 1. Re-appointment of Mr. Mahesh C. Gupta as Managing-Director of the Company.
2. Increase in the ceiling of remuneration of Mr. Rakesh Gupta, Whole-time director of the Company.
2011-12 URDU GHAR 31st Tuesday 10.15
212, Rouse July, A.M.
Avenue, 2012 Deen Dayal Upadhyaya Marg, New Delhi-110002 1. Re-appointment of Mr. Pradeep Aggarwal as Whole-time Director of the Company.
Year Location Date Day Time Detail of Special Resolution/s Passed 4. DETAILS OF GENERAL BODY MEETINGS:
The details of last three Annual General Meetings are as under:
SMC GLOBAL SECURITIES LIMITED | ANNUAL REPORT 2012-13
REPORTS
POSTAL BALLOT: 6. MEANS OF COMMUNICATION:
No resolution was passed through Postal Ballot last year Publication of Quarterly Financial Results of Company in newspaper:
5. DISCLOSURES:
The half- yearly/ quarterly financial results are I. There are no materially significant related
regularly submitted to the stock exchanges and party transactions with its Promoters, the
also regularly published in English Newspapers Directors or the Management and their
Economic Times and also in Newspapers of subsidiaries or relatives etc., that may have
vernacular language Navbharat Times potential conflict with the interest of the
(Hindi) as required by the Listing Agreement of Company at large.
the Stock Exchanges. The annual report is circulated to the shareholders. Quarterly as well ii. No penalties and strictures were imposed
as annual results of the Company are regularly on the Company on account of disciplinary
uploaded on the website of the Company i.e. action taken either by Stock Exchange(s),
www.smcindiaonline.com. where the securities of the Company are
listed or SEBI or any statutory authority, on
7. COMPLIANCE CERTIFICATE BY THE AUDITORS any matter related to Capital Market,
during the last three years. The statutory auditors have certified that the Company has complied with the conditions of iii. The Company has laid down a Whistle
Corporate Governance as stipulated in Clause Blower Policy and the same has been
49 of the Listing Agreement with the Stock posted on the official Website of the
Exchange and the same is annexed. Company. Any Employee may make a
Disclosure regarding malpractices and 8. RECONCILIATION OF SHARE CAPITAL e v e n t s c o v e r e d u n d e r t h i s p o l i c y
As per SEBI (Depositories & Participants) by presenting the same in writing before
Regulation, 1996, Certificate of Reconciliation any of the members of the Committee or
of Share Capital Audit issued by a Practicing t h r o u g h a d d r e s s i n g a n e - m a i l a t
Company Secretary, confirming that the total [email protected]
issued capital of the Company is in agreement which will be accessible to all the members
with the total number of shares in physical form of the Committee. No employee is denied
and the total number of dematerialized shares of opportunity to meet the members of the
held in NSDL and CDSL, is placed before the Whistle Blower Committee.
Board on a quarterly basis and also submitted to iv. The Company has complied with all the the Stock Exchange.
mandatory requirements of the clause 49 and also adopted clause (2) of Annexure ID of the Clause 49, on the Remuneration Committee.
To obtain outside legal or other professional advice. Power to delegate any of its role/duties/powers to any persons within its terms of reference. To secure attendance of outsiders with relevant
expertise, if it considers necessary.
COMPOSITION OF THE FPO COMMITTEE:
Composition of the FPO committee as on 31st March, 2013 is as under:
Sr. No. Name Designation 1 Mr. Subhash Chand Aggarwal Chairman 2 Mr. Mahesh Chand Gupta Vice- Chairman 3 Mr. K. M. Agarwal Member 4 Mr. Finney Cherian Member 5 Mr. Suhel Lal Kanuga Member 6 Mr. S. C. Gupta Member 7 Mr. Chandra Wadhwa Member
2009-10 URDU GHAR 29th Wednesday 11.00 212, Rouse September, A.M. Avenue, 2010
Deen Dayal Upadhyaya Marg, New Delhi-110002
1. Re-Appointment of Mr. Subhash Chand Aggarwal as Managing-Director of the Company.
2010-11 URDU GHAR 30th Friday 11.00 212, Rouse September, A.M. Avenue, 2011 Deen Dayal Upadhyaya Marg, New Delhi-110002 1. Re-appointment of Mr. Mahesh C. Gupta as Managing-Director of the Company.
2. Increase in the ceiling of remuneration of Mr. Rakesh Gupta, Whole-time director of the Company.
2011-12 URDU GHAR 31st Tuesday 10.15
212, Rouse July, A.M.
Avenue, 2012 Deen Dayal Upadhyaya Marg, New Delhi-110002 1. Re-appointment of Mr. Pradeep Aggarwal as Whole-time Director of the Company.
Year Location Date Day Time Detail of Special Resolution/s Passed 4. DETAILS OF GENERAL BODY MEETINGS:
The details of last three Annual General Meetings are as under:
SMC GLOBAL SECURITIES LIMITED | ANNUAL REPORT 2012-13
REPORTS
Shareholding : Promoters 58.62% and Non approved by the RTA regularly. Shareholders may Pattern Promoters 41.38% as on 30th correspond to the:
June, 2013
Registrar and Share Transfer Agent: Market Price : No trading has been observed on Link Intime India Private Limited.
Data DSE/CSE/ASE/LSE/GSE in our 44, Community Centre, 2nd floor, Naraina scrip, where the equity shares Industrial Area, Phase I, Near PVR Naraina, of our Company are listed. New Delhi-110028
Tel: 91-11-41410592-94 SHAREHOLDING OF NON- EXECUTIVE DIRECTORS
Fax: 91-11-41410591
None of the Independent and Non- Executive Directors E-mail: [email protected] of our Company holds any shares of the Company.
Company:
SHARE TRANSFER SYSTEM SMC Global Securities Limited 11/6B, Shanti Chamber, Pusa Road, The Board of Directors has delegated the power of
New Delhi - 110005. approving transfer and transmission of shares and
Tel.: 91-11-30111000, 40753333 other matters like consolidation of share certificates,
Fax: 91-11-25754365 issue of duplicate share certificates, dematerialization
/ re- materialization of shares to registrar and share DISTRIBUTION OF SHAREHOLDING AS ON 30TH transfer agents of the Company. All these matters are JUNE, 2013
9. GENERAL SHAREHOLDER INFORMATION: Annual General Meeting
Date : 28th September, 2013 Registered office of the Company:
Day : Saturday 11/6B, Shanti Chamber, Pusa Road,
Time : 10:15 A.M. New Delhi-110005.
Venue : Urdu Ghar, 212, Rouse Avenue, Tel.: 91-11-30111000, 40753333
Deen Dayal Upadhyaya Marg, Fax: 91-11-25754365
New Delhi-110002 E-mail: [email protected]
Financial Year : 1st April, 2012 to 31st March, 2013 Website: www.smcindiaonline.com
Date of Book : 24th Day of September, 2013 Delhi Office : Closure to 28th Day of September, 2013 8B, 9B, 17, Netaji Subhash Marg, Darya Ganj, (Both days inclusive)
New Delhi-110002. Listing on : Delhi Stock Exchange Ltd. Tel.: 91-11-30111333, 66221100 Stock The Calcutta Stock Exchange Ltd. Fax: 91-11-23263297, 23258027 Exchanges Ludhiana Stock Exchange Ltd.
Ahmedabad Stock Exchange Ltd. Mumbai Office :
The Gauhati Stock Exchange Ltd. 1st Floor, Dheeraj Sagar Building,
Scrip Code : DSE 19509 Opp. Goregaon Sports Club, Link Road,
: CSE 2918610029186 Malad (West) Mumbai-400064.
: LSE SMCG Tel: 91-22-67341600
: ASE 55500 Fax: 91-22-28805606
: GSE/L684
Kolkata Office : ISIN No. : INE103C01036
18, Rabindra Sarani, Poddar Court , Share Transfer : Link Intime India Private Limited. Gate No.4, 4th Floor, Kolkata-700001. Agent 44, Community Centre, 2nd floor, Tel.: 91-33-39847000 Naraina Industrial Area, Phase I Fax: 91-33-39847004 near PVR Naraina, Delhi-110028
Tel: 91-11-41410592-94 Chennai Office :
Fax: 91-11-41410591 Salzburg Square, Flat No. 1
E-mail: [email protected] IIIrd Floor, Door No 107
Demat Details : 85.62% shares of the company Harrington Road, Chetpet
have been in dematerialized Chennai-600031
form as on 30th June, 2013. Tel: 91-44-39109100-120
Depositories : National Securities Depository Ltd. Fax: 91-44-24661798
Trade World, 'A' Wing, Dubai Office : 4th & 5th Floor, Kamala Mills 312, Belshalat Building, Plot No. 318-709, Compound, Lower Parel, Al Karama, Opp. Sunrise Super Market, Mumbai-400013. P.O. Box - 117210, Central Post Office,
Central Depository Services Dubai, U. A. E.
(India) Ltd. Tel: +97143963120, +971502612483
Phiroze Jeejeebhoy Towers, Fax: +97143963122
16th Floor, Dalal Street, E-mail: [email protected]
Mumbai -400001
SMC GLOBAL SECURITIES LIMITED | ANNUAL REPORT 2012-13
REPORTS
MESSAGES FROM THE MANAGEMENT | CORPORATE OVERVIEW | FINANCIAL STATEMENTS
Range of Shares Number of % of Number of % of shareholder shareholders shares shares
Upto 2500 817 61.016 1202880 0.532 2,501 - 5000 240 17.924 962180 0.425 5,001- 10,000 96 7.17 791220 0.35 10,001 - 20,000 63 4.705 1012800 0.448 20,001 - 30,000 35 2.614 906580 0.401 30,001 - 40,000 17 1.27 632340 0.279 40,001 - 50,000 8 0.597 384000 0.17 50,001 - 1,00,000 16 1.195 1278660 0.565 1,00,001 & Above 47 3.51 219098240 96.831 BY SIZE BY CATEGORY
Category No. of Shares % of Equity Promoters & Promoters Group 66321340 58.62 Mutual Funds 19000 0.02 NRI and Forign Body Corporate 25380970 22.44 Corporate Bodies 16012090 14.15 Indian Public and Others 5401050 4.77 Total 113134450 100.00
Shareholding : Promoters 58.62% and Non approved by the RTA regularly. Shareholders may Pattern Promoters 41.38% as on 30th correspond to the:
June, 2013
Registrar and Share Transfer Agent: Market Price : No trading has been observed on Link Intime India Private Limited.
Data DSE/CSE/ASE/LSE/GSE in our 44, Community Centre, 2nd floor, Naraina scrip, where the equity shares Industrial Area, Phase I, Near PVR Naraina, of our Company are listed. New Delhi-110028
Tel: 91-11-41410592-94 SHAREHOLDING OF NON- EXECUTIVE DIRECTORS
Fax: 91-11-41410591
None of the Independent and Non- Executive Directors E-mail: [email protected] of our Company holds any shares of the Company.
Company:
SHARE TRANSFER SYSTEM SMC Global Securities Limited 11/6B, Shanti Chamber, Pusa Road, The Board of Directors has delegated the power of
New Delhi - 110005. approving transfer and transmission of shares and
Tel.: 91-11-30111000, 40753333 other matters like consolidation of share certificates,
Fax: 91-11-25754365 issue of duplicate share certificates, dematerialization
/ re- materialization of shares to registrar and share DISTRIBUTION OF SHAREHOLDING AS ON 30TH transfer agents of the Company. All these matters are JUNE, 2013
9. GENERAL SHAREHOLDER INFORMATION: Annual General Meeting
Date : 28th September, 2013 Registered office of the Company:
Day : Saturday 11/6B, Shanti Chamber, Pusa Road,
Time : 10:15 A.M. New Delhi-110005.
Venue : Urdu Ghar, 212, Rouse Avenue, Tel.: 91-11-30111000, 40753333
Deen Dayal Upadhyaya Marg, Fax: 91-11-25754365
New Delhi-110002 E-mail: [email protected]
Financial Year : 1st April, 2012 to 31st March, 2013 Website: www.smcindiaonline.com
Date of Book : 24th Day of September, 2013 Delhi Office : Closure to 28th Day of September, 2013 8B, 9B, 17, Netaji Subhash Marg, Darya Ganj, (Both days inclusive)
New Delhi-110002. Listing on : Delhi Stock Exchange Ltd. Tel.: 91-11-30111333, 66221100 Stock The Calcutta Stock Exchange Ltd. Fax: 91-11-23263297, 23258027 Exchanges Ludhiana Stock Exchange Ltd.
Ahmedabad Stock Exchange Ltd. Mumbai Office :
The Gauhati Stock Exchange Ltd. 1st Floor, Dheeraj Sagar Building,
Scrip Code : DSE 19509 Opp. Goregaon Sports Club, Link Road,
: CSE 2918610029186 Malad (West) Mumbai-400064.
: LSE SMCG Tel: 91-22-67341600
: ASE 55500 Fax: 91-22-28805606
: GSE/L684
Kolkata Office : ISIN No. : INE103C01036
18, Rabindra Sarani, Poddar Court , Share Transfer : Link Intime India Private Limited. Gate No.4, 4th Floor, Kolkata-700001. Agent 44, Community Centre, 2nd floor, Tel.: 91-33-39847000 Naraina Industrial Area, Phase I Fax: 91-33-39847004 near PVR Naraina, Delhi-110028
Tel: 91-11-41410592-94 Chennai Office :
Fax: 91-11-41410591 Salzburg Square, Flat No. 1
E-mail: [email protected] IIIrd Floor, Door No 107
Demat Details : 85.62% shares of the company Harrington Road, Chetpet
have been in dematerialized Chennai-600031
form as on 30th June, 2013. Tel: 91-44-39109100-120
Depositories : National Securities Depository Ltd. Fax: 91-44-24661798
Trade World, 'A' Wing, Dubai Office : 4th & 5th Floor, Kamala Mills 312, Belshalat Building, Plot No. 318-709, Compound, Lower Parel, Al Karama, Opp. Sunrise Super Market, Mumbai-400013. P.O. Box - 117210, Central Post Office,
Central Depository Services Dubai, U. A. E.
(India) Ltd. Tel: +97143963120, +971502612483
Phiroze Jeejeebhoy Towers, Fax: +97143963122
16th Floor, Dalal Street, E-mail: [email protected]
Mumbai -400001
SMC GLOBAL SECURITIES LIMITED | ANNUAL REPORT 2012-13
REPORTS
MESSAGES FROM THE MANAGEMENT | CORPORATE OVERVIEW | FINANCIAL STATEMENTS
Range of Shares Number of % of Number of % of shareholder shareholders shares shares
Upto 2500 817 61.016 1202880 0.532 2,501 - 5000 240 17.924 962180 0.425 5,001- 10,000 96 7.17 791220 0.35 10,001 - 20,000 63 4.705 1012800 0.448 20,001 - 30,000 35 2.614 906580 0.401 30,001 - 40,000 17 1.27 632340 0.279 40,001 - 50,000 8 0.597 384000 0.17 50,001 - 1,00,000 16 1.195 1278660 0.565 1,00,001 & Above 47 3.51 219098240 96.831 BY SIZE BY CATEGORY
Category No. of Shares % of Equity Promoters & Promoters Group 66321340 58.62 Mutual Funds 19000 0.02 NRI and Forign Body Corporate 25380970 22.44 Corporate Bodies 16012090 14.15 Indian Public and Others 5401050 4.77 Total 113134450 100.00
Shareholding category as 30th June, 2013
Promoters & Promoters Group Mutual Funds
NRI and Forign Body Corporate Corporate Bodies
Indian Public and Others 4.77%
0.02% 14.15%
22.44%
58.62%
DEMATERIALIZATION OF SHARES AND LIQUIDITY Equity Share Capital, was held in dematerialized form. As on 30th June, 2013 a total of 96,862,720 equity The bifurcation of shares held in Physical and Demat shares of the Company representing 85.62% of total form as on 30th June, 2013 is as under:
Status of Dematerialization No. of Equity Shares % of total shares Shares held in NSDL 11,820,141 10.45
Shares held in CDSL 85,042,579 75.17 Shares held in Physical Form 16,271,730 14.38
Demat Status as on 30th June, 2013
Shares held in Physical Form 14.38% Shares held in NSDL 10.45% Shares held in CDSL 75.17%
SMC GLOBAL SECURITIES LIMITED | ANNUAL REPORT 2012-13
REPORTS
MESSAGES FROM THE MANAGEMENT | CORPORATE OVERVIEW | FINANCIAL STATEMENTS
O u t s t a n d i n g G D R s / A D R s / Wa r r a n t s o r a n y convertible instruments, conversion date and likely impact on Equity
Not applicable as Company has not made any such issue.
Address for Correspondence: Registered Office
SMC Global Securities Limited 11/6B, Shanti Chamber, Pusa Road, New Delhi - 110005.
Tel.: 91-11-30111000, 40753333 Fax: 91-11-25754365
Website: www.smcindiaonline.com DECLARATION
[Under Clause 49 I (D) (ii) of Corporate Governance] We hereby declare and confirm that the Board has laid down a code of conduct for all Board members and senior management of the Company and the same has been posted by us on the Website of the Company i.e. www.smcindiaonline.com
We further declare and confirm that the code has been circulated to all members of the Board and senior management personnel and they have affirmed compliance with the code of conduct.
For SMC Global Securities Ltd.
sd/-
S. C. Aggarwal
(Chairman & Managing Director) Date: 12th August, 2013 Place: New Delhi
Shareholding category as 30th June, 2013
Promoters & Promoters Group Mutual Funds
NRI and Forign Body Corporate Corporate Bodies
Indian Public and Others 4.77%
0.02% 14.15%
22.44%
58.62%
DEMATERIALIZATION OF SHARES AND LIQUIDITY Equity Share Capital, was held in dematerialized form. As on 30th June, 2013 a total of 96,862,720 equity The bifurcation of shares held in Physical and Demat shares of the Company representing 85.62% of total form as on 30th June, 2013 is as under:
Status of Dematerialization No. of Equity Shares % of total shares Shares held in NSDL 11,820,141 10.45
Shares held in CDSL 85,042,579 75.17 Shares held in Physical Form 16,271,730 14.38
Demat Status as on 30th June, 2013
Shares held in Physical Form 14.38% Shares held in NSDL 10.45% Shares held in CDSL 75.17%
SMC GLOBAL SECURITIES LIMITED | ANNUAL REPORT 2012-13
REPORTS
MESSAGES FROM THE MANAGEMENT | CORPORATE OVERVIEW | FINANCIAL STATEMENTS
O u t s t a n d i n g G D R s / A D R s / Wa r r a n t s o r a n y convertible instruments, conversion date and likely impact on Equity
Not applicable as Company has not made any such issue.
Address for Correspondence: Registered Office
SMC Global Securities Limited 11/6B, Shanti Chamber, Pusa Road, New Delhi - 110005.
Tel.: 91-11-30111000, 40753333 Fax: 91-11-25754365
Website: www.smcindiaonline.com DECLARATION
[Under Clause 49 I (D) (ii) of Corporate Governance] We hereby declare and confirm that the Board has laid down a code of conduct for all Board members and senior management of the Company and the same has been posted by us on the Website of the Company i.e. www.smcindiaonline.com
We further declare and confirm that the code has been circulated to all members of the Board and senior management personnel and they have affirmed compliance with the code of conduct.
For SMC Global Securities Ltd.
sd/-
S. C. Aggarwal
(Chairman & Managing Director) Date: 12th August, 2013 Place: New Delhi
To the Members of SMC Global Securities Limited. No investor grievances are pending as on 31st March, 2013.
We have examined the compliance of conditions of
Corporate Governance by SMC Global Securities Ltd. We further state that such compliance is neither an (the Company) for the year ended on 31st March, assurance as to the future viability of the Company nor 2013, as stipulated in clause 49 of the Listing the efficiency or effectiveness with which the Agreement of the said Company with Stock management has conducted the affairs of the
Exchanges. Company.
The Compliance of conditions of Corporate For Atul & Rajinder Governance is the responsibility of the management. Chartered Accountants Our examination was limited to procedures and F.R.N. 005402N
implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate
Governance. It is neither an audit nor an expression of sd/-
opinion on the financial statements of the Company. Rajinder Malhotra Proprietor
In our opinion and to the best of our knowledge and
(M. No. F083680) according to the information and explanations given
to us, we certify that the Company has complied with Date: 12th August, 2013 mandatory conditions of Corporate Governance as Place: New Delhi
stipulated in the above-mentioned Listing Agreement.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
SMC GLOBAL SECURITIES LIMITED | ANNUAL REPORT 2012-13
Legal & Secretarial team with their families at Satpura National Park.