2 SBI caps directors report final - SBI Capital · PDF filebanking arm of State Bank of India ... SBICAP is a global leader in the area of Project Loan Syndication and has lent crucial

CREDIBILITY – SBI Capital Market Limited, more popularly called 'SBICAPS' is India's leading Investment Bank. As a wholly owned subsidiary of State Bank of India, it bears formidable credibility among industries in every conceivable vertical.

ACUMEN – As an end-to-end solutions provider in the Investment Banking and Corporate Banking space for more than a quarter of a century, SBICAPS has nurtured an enviable customer profile and established a global presence, based on its professional acumen.

PERFORMANCE – Today SBICAPS is also a global leader in Project Loan Syndication and a critical player in the Indian Infrastructure space. This exceptional performance makes it a potentially powerful growth ally of India and countries across the world.

SUSTAINABILITY – At SBICAPS, sustainability is not simply a catchphrase, but a watchword. We not only enter into and nurture sustainable relationships with clients, but by advising in wind, solar, nuclear and other renewable energy projects, we help power India into a better future – sustainable for life and livelihoods.

Vision

To be the best India based

investment bank.

MissionTo provide credible, professional and customer focused world class investment banking services.

IN

DE

X

Board of Directors

Awards & Rankings

About Us

Financial Highlights & Market Standing

04

06

08

09-10

The Infrastructure Group

The Non-Infrastructure Group

The Capital Markets Group

12

14

16

Directors' Report

Auditor's Report

CAG Comments

Balance Sheet

Profit & Loss Account

Cash Flow Statement

Schedules

18

31

34

35

36

37

39

SBICAP SECURITIES LIMITED

SBICAP TRUSTEE COMPANY LIMITED

SBICAPS VENTURES LIMITED

SBICAP (UK) LIMITED

SBICAP (SINGAPORE) LIMITED

64

93

116

132

144

ANNUAL REPORT004 12-13

Shri Pratip ChaudhuriChairman

Shri S. VishvanathanDirector

(previously MD & CEO up to 17th August, 2012)

Board

of

Directors

ANNUAL REPORT 00512-13

Shri Shyamal AcharyaDirectorSmt. Arundhati Bhattacharya

MD & CEO (with effect from 21st August, 2012)

Smt. Aruna JayanthiDirector

Smt. Bharati Rao Director

Shri Ashok KiniDirector

Shri D. SundaramDirector

Shri Bansi S. MehtaDirector

Shri Narayan K. SeshadriDirector

Shri Pradeep Kumar SarkarDirector

* Directors listed in alphabetical order


Awards & Rankings

No. 1 Global Project

Finance Book Runner

No. 1 Asia Pacific

(including Australia & Japan)

Project Finance Mandated

Lead Arranger

No. 1 Asia Pacific

(including Australia & Japan)

Project Finance Book Runner

No. 2 Global Project

Finance Mandated Lead Arranger

No. 1 Global Mandated Lead

Arranger in Project Finance Loans*

No. 1 Global PFI/PPP Mandated Lead

Arranger in Project Finance Loans*

No. 1 Global Financial

Advisor in Project Finance Deals*

No. 1 Global PFI/PPP

Financial Advisor in Project Finance Deals

No. 2 in Middle East & African Project Finance Loans

THOMSON REUTERS

DEALOGIC

* For the 4th consecutive year


'India Loan House of the Year,' 2012

'African Oil & Gas Deal of the Year,' 2012

for Bharat Petro Resources (BPCL) –

Mozambique

'Deal of the Year' in 2012

for Videocon

No.1 Mandated Lead

Arranger in Asia Ex-Japan Loans

No.1 India Loans

Mandated Lead Arranger

Ranked No. 1 in the number of issues

handled for the public issue of debt

in FY 2013

Ranked No. 1 in the Public Sector OFS issues FY 2013

Ranked No. 2 in the number of IPOs (excluding SME IPOs) handled in FY 2013

Mandated Lead Arranger for all Tax-free Public Bond Issuances in FY 2012 & FY 2013 aggregating a total

in excess of INR 70,000 crores

Sole arrangers to the largest Rupee NCD

for Rs. 7,400 crore

Ranked No. 2 in the number of

Rights Issues handled in FY 2013

PFI-THOMSON REUTERS BUSINESSWORLD

PRIME DATABASE

IFR ASIA

BLOOMBERG

* For the 4th consecutive year


About Us

SBI Capital Markets Ltd. (SBICAP), India's largest domestic Investment Bank, began its operations in August 1986 and is a wholly owned subsidiary and investment banking arm of State Bank of India (SBI), the largest commercial bank in India.

SBICAP offers the entire bouquet of Investment Banking and corporate advisory services. The service bouquet includes the full range of financial advisory services under one umbrella covering Project Advisory and Loan Syndication, Structured Debt Placement, Capital Markets, Mergers & Acquisitions, Private Equity and Stressed Assets Resolution.

As a complete solutions provider to clients in investment banking and corporate advisory, SBICAP offers them advice, innovative ideas, and unparalleled

execution across all stages in their business cycle ranging from venture capital advisory, project advisory, buy and sell-side advisory, accessing financial markets to raise capital and even restructuring advisory in their turn-around phases. SBICAP is a global leader in the area of Project Loan Syndication and has lent crucial support to the Indian infrastructure sector.

SBICAP is known for its astute professionalism and business ethics. The team of executives consists of qualified and dedicated professionals with vast experience in the fields of Project Advisory, M&A Advisory, Corporate Strategy or Business Restructuring Advisory, arranging of Private Equity/Structured Finance, Equity,

Debt and Hybrid Capital raising.

Headquartered in Mumbai, SBICAP has 6 regional offices across India (New Delhi, Kolkata, Hyderabad, Chennai, Bangalore and

Ahmedabad), 2 branch offices (Pune and Guwahati) and 5 subsidiaries - SBICAP Securities Limited, SBICAP Trustee Company Limited, SBICAP Ventures Limited, SBICAP (UK) Limited and SBICAP (Singapore) Limited. The regional offices are located strategically at major business hubs in

the country and closely liaise with clients at those and nearby centers.

SBICAP also offers services in the areas of Equity Broking & Research, Security Agency & Debenture Trusteeship and Private Equity Investment & Asset Management through its wholly-owned subsidiaries SBICAP Securities Limited, SBICAP Trustee Co. Ltd and SBICAP Ventures Limited, respectively.

504.91

545.74

649.86

766.82

878.10

26.00

26.63

64.57

43.25

51.00

150.9

137.12

374.72

250.98

296.00

0 100 200 300 400 500 600 700 800 900

0 10 20 30 40 50 60 70 80 90

0 50 100 150 200 250 300 350 400 450

FY 09

FY 10

FY 11

FY 12

FY 13

FY 09

FY 10

FY 11

FY 12

FY 13

FY 09

FY 10

FY 11

FY 12

FY 13

NETWORTH

(` in crores)

EARNINGPER SHARE

PROFITAFTER TAX

(` in crores)

GROSSINCOME

(` in crores)

0 100 200 300 400 500 600 700 800 900

FY 09

FY 10

FY 11

FY 12

FY 13

275.5

283.65

656.55

490.81

549.77


financial highlights


market standing

Source : Bloomberg - India League Table 2011 Source: Bloomberg - India League Table 2012

ICICI IDBI Bank Ltd

Standard Chartered PLC

INDIA LOANS MANDATED ARRANGER (CY 11) (Volume in USD mn; market share in%)

40000

35000

30000

25000

20000

15000

10000

5000

0Axis Bank

34771 9250 631445%

40%

35%

30%

25%

20%

15%

10%

5%

0%

6072 3582

41.90%

11.10%

7.60%7.30%

4.30%

ICICIIDBI Bank Ltd

Standard Chartered PLC

INDIA LOANS BOOK RUNNER (CY 11)

(Volume in USD mn; market share in%)

30000

25000

20000

15000

10000

5000

0Axis Bank

25188 7429 695845%

40%

35%

30%

25%

20%

15%

10%

5%

0%

5111 1916

39.40%

11.60%

10.90%8.00%

3.00%

ICICIIDBI Bank Ltd

Yes Bank

INDIA LOANS MANDATED ARRANGER (CY 12) (Volume in USD mn; market share in%)

30000

25000

20000

15000

10000

5000

0Axis Bank

30093 5077 427560%

50%

40%

20%

10%

0%

4118 1017

52.60%

8.90%7.50% 7.20%

1.80%

35000

30%

ICICIIDBI Bank Ltd

JP Morgan

INDIA LOANS BOOK RUNNER (CY 12)(Volume in USD mn; market share in%)

4000

2000

0Axis Bank

18935 4835 431960%

50%

40%

20%

10%

0%

3390 830

48.60%

12.40%

11.10%

8.70%

2.10%

30%

6000

8000

10000

12000

14000

16000

18000

20000

Includes all eligible syndicated loan transactions in India in any currencies (both INR and foreign currencies)

*

State Bankof India*


*

State Bankof India*


*


*

State Bankof India*

State Bankof India*

**State Bank of India denotes SBICAP


SBICAP(Rank 12)

1553966.25 1456987.55 1376640.62

SBICAP AxisCapital (ENAM)

AK Capital

PUBLIC ISSUE OF DEBT

1556292.21

I-SEC

5000000

4500000

4000000

3500000

3000000

2500000

2000000

1500000

1000000

5000000

0

1554324.26

Kotak Mahindra Capital

2238909.56 1422589.73 1230769.56

I-SEC Kotak MahindraCapital

PRINV

PUBLIC ISSUE OF DEBT(` in lakhs) FY 12 (` in lakhs) FY 13

2802238.2

SBICAP

5000000

4500000

4000000

3500000

3000000

2500000

2000000

1500000

1000000

5000000

0

2645676.47

AKCapital

8147304 8118340 6673587

Axis Ltd.

Bank I-SECPD

DARASHAW

PRIVATE PLACEMENT OF DEBT

10456867

ICICI Bank

2000000

1800000

1600000

1400000

1200000

1000000

8000000

6000000

4000000

2000000

0

10363600

5445557

TRUSTINV

10811440 8857012 8073562

Axis Ltd.

Bank I-SECPD

AKCapital

PRIVATE PLACEMENT OF DEBT

13996708

2000000

1800000

1600000

1400000

1200000

1000000

8000000

6000000

4000000

2000000

0

11827088

5683628

TRUSTINV

(` in lakhs) FY 13(` in lakhs) FY 12

ICICI SBICAP(Rank 14)

1575605.14 1418105.14 165428.96

CITIGroup

MorgonStanley

SBICAP(Rank 14)

ALL EQUITIES ( in lakhs) FY 12`

2021517.36

JMFICS

5000000

4500000

4000000

3500000

3000000

2500000

2000000

1500000

1000000

5000000

0

1734497.43

BAML(DSPML)

2074860.73 1816390.78 1749038.62

AxisCAP(ENAM)

Deutsche SBICAP(Rank 7)

ALL EQUITIES

2675630.36

Citi Group

2459681.79

KotakMahindra

( in lakhs) FY 13`

5000000

4500000

4000000

3500000

3000000

2500000

2000000

1500000

1000000

5000000

0

Source: Prime Database Source: Prime Database




the infrastructure group

SBICAPS is the market leader in providing financial advisory services to a large and varied client base

in various sectors with focus on the infrastructure sector. Our Infrastructure Group (erstwhile Project

Advisory & Structured Finance – PA&SF) provides the best-in-class services and excellence in

execution of the most complex transactions across the service space in order to help our clients grow

and achieve their strategic business objectives.


The Infrastructure Group has been a pioneer in infrastructure advisory in the country with a

comprehensive range of offerings covering the entire life cycle of the projects. Its wide

knowledge base makes it the foremost choice of the corporates involved in the infrastructure

sector as well as the government bodies for availing advisory services. On the other hand, its

strong relationship with banks and financial institutions – both domestic and overseas, make

SBICAPS the market leader and first port of call for debt syndication services for project finance.

The Group also provides services like M&A advisory, arranging private equity, restructuring

advisory, pre-bid advisory and bid process management services, etc. in this space. With

continued focus on infrastructure development and spending, our Infrastructure Group is well

placed to continue its eminence in this sector and to act as a key ally for both the Government

and the Private sector in their endeavors towards infrastructure development. We also work

closely with Governments, Regulators, other industry bodies on policies and regulations.

This group has a team of around 300 professionals from diversified backgrounds with relevant

experience and expertise in respective infrastructure sub-sectors like Power, Transportation,

Urban Infrastructure, Hydrocarbon, Telecom, Aviation, Mining, etc.


thenon-infrastructure group


The Infrastructure & Non-Infrastructure Groups Offerings Include:DEBT, M&A AND PRIVATE EQUITY ADVISORY

FINANCIAL APPRAISAL, BID ADVISORY

STRUCTURED FINANCE: ACQUISITION, LEVERAGE, MEZZANINE FINANCING AND CONVERTIBLES WITH CUSTOMIZED SOLUTIONS

CORPORATE RESTRUCTURING OF COMPANIES

l

l Raise funds from ECA's and multilateral agencies

l Identify assets for acquisition and strategic investments

l Mobilise private/ quasi equity

l Advice on demerger and sale of assets

l Advice on divestment of companies

l Provide acquisition advisory services for both domestic and outbound acquisitions

l Valuation Advisory Services

l Financial appraisal of projects

l Due diligence and capital structuring

l Strategy and bid advisory to State/ Central Governments and regulatory bodies

l Business valuation and joint venture advisory

l Arranging bridge and interim finance for acquisitions

l Structured trade finance for raising funds for overseas companies

l Advising clients for participation in international project syndications

l Structured finance products for off-balance sheet and receivable financing

l Re-organization and re-capitalization advisory

l Financial viability and business plan advisory

l Debt restructuring both within and outside the CDR mechanism

Arrange onshore and offshore debt and working capital

the Capital Markets group

Our Capital Markets Group (CMG) specializes in assisting

clients in raising long term funds through bonds and

equity. As leading merchant banker of choice, we have

been involved in most major book building and fixed price

offerings over the last decade. CMG assists clients

(Corporates, Banks, Financial Institutions, PSUs, State

Government Undertakings, etc.) in fund-raising by way of

equity and debt from both Domestic and Foreign

Investors.

Apart from providing expert advice in matters related to

IPOs, FPOs, Rights and a host of other related activities,

our USP lies in developing customised solutions for clients

to meet specific transaction requirements.

Our investor relationships spanning across corporates,

banks, domestic and foreign financial institutions, high

net-worth individuals and retail individuals have been

long-standing giving us an edge in our product offerings in

the equity and debt capital markets space.



EQUITY PRODUCTS AND SOLUTIONS OFFERED BY THE CAPITAL MARKETS GROUP INCLUDE:

DEBT PRODUCTS AND SOLUTIONS OFFERED BY THE CAPITAL MARKETS GROUP INCLUDE:

l Managing Initial and Follow on Public Offerings (IPOs and FPOs)

l Managing Rights Offering

l Qualified Institutional Placements (QIPs)

l Open offers, buy back and delisting of securities

l Offer for Sale (OFS) on the stock exchange

l Institutional Placement Program (IPP)

l Private Equity

l Bulk and block trades on exchanges, and off-market transactions

l Offerings of convertible securities

l Arranging private equity including growth capital, pre-IPO convertibles, Private Investments in Public Equity (PIPE), mezzanine debt and equity, and equity offerings completed as a private placement

l Capital restructuring advisory

l Advisory and arrangement services for products such as AIM listing, Indian Depository Receipts, ADR/GDR and other off-shore equity listing options

l Valuation advisory

l Private placement of Non-Convertible Debentures (NCDs)/ CPs/ Bonds (including tax free bonds)

l Public Issue of Bonds – including Taxable and Tax Free bonds

l Foreign Currency Denominated Bonds/ MTNs

l Structured Debt and Fund Raising Advisory

DIRECTORS' REPORT FOR THE YEAR 2012-13


To the Members,

thYour Directors are pleased to present the 27 Annual Report of the Company together with the Profit and Loss Account for the year ended 31st March, 2013 and the Balance Sheet as on that date.

Performance Highlights (Rs. in Crs.)

Year ended March 31 2013 2012

a) Fee based – Merchant Banking and advisory fees 491.24 437.66

b) Income from securities, Lease and hire purchase and other Income 58.53 53.15

549.77 490.81

Profit before provisions, Depreciation, Interest and Tax 428.51 370.83

Provisions 7.31 3.57

Depreciation 2.80 2.40

Interest 0.01 -

Profit before tax 418.39 364.86

Profit after tax 296.00 250.98

Equity Share Capital 58.03 58.03

Reserves and Surplus 833.79 713.16

Earnings per share (Rs.) 51.00 43.25

Return on Equity 33% 33%

Dividend per share (Rs.) 26.00 20.00

Book Value per share (Rs.) 151.44 132.13

Operating Results

Gross Income :

Total

Financial Position

Other Selected Data

Some major Performance Highlights are :

DIVIDEND & TRANSFER TO GENERAL RESERVE

AWARDS & RECOGNITION

nSyndicated loans of over Rs.1,85,000 Crs.

nInternational ECB Syndication deals volume - $ 7 billion.nHandled Debt issues aggregating Rs.75,253 Crs.

Out of the current year's profits, the Directors propose that a sum of Rs. 29.60 Crs. be transferred to the General Reserve. thDuring the year, the Board declared an Interim Dividend of Rs.26 per share on 26 March, 2013. The Directors propose

that the Interim Dividend of Rs.26 per share be declared as the Final Dividend.

Your Company continued to receive both domestic and international awards during the calendar year 2012, the most

prominent being:

nIFR Asia 'India Loan House of the Year' for the 4th consecutive year

nThomson Reuters- PFI 'African Oil & Gas Deal of the Year' for Bharat Petro Resources (BPCL) – Mozambique ?

nBusiness World Awards 'Deal of the Year' in 2012 for Videocon

Your Company received top rankings from many rating agencies. Significant among them are:

nBloomberg League Tables

nNo. 1 Mandated Lead Arranger in Asia Ex-Japan Loans League Tables 2012 for the 6th consecutive year with market

share of 10.9%

nNo. 1 India Loans Mandated Lead Arranger with market share of 52.6%

nThomson Reuters-PFI

nNo. 1 Global Project Finance Bookrunner for the 4th consecutive year

nNo. 1 Asia Pacific (including Australia & Japan) Project Finance Mandated Lead Arranger

nNo. 1 Asia Pacific (including Australia & Japan) Project Finance Bookrunner

nNo. 2 Global Project Finance Mandated Lead Arranger

DIRECTORS' REPORT (contd.)


(Rs. in Crs.)

Particulars 2012-13 2011-12

Total Income 69.60 87.24

Expenses 65.66 81.09

Profit Before Tax 3.69 5.94

Profit After Tax 2.43 4.03

n

thNo.1 Global Mandated Lead Arranger in Project Finance Loans for the 4 consecutive year with market share

of 6.4% th

nNo. 1 Global PFI/PPP Mandated Lead Arranger in Project Finance Loans for the 4 consecutive year with market

share of 6.6% th

nNo. 1 Global Financial Advisor in Project Finance Deals for the 4 consecutive year with market share of 9.4% rd

nNo. 1 Global PFI / PPP Financial Advisor in Project Finance Deals for the 3 consecutive year with market

share of 11.5 %

nNo. 2 in Middle East & African Project Finance Loans with a 7.5% market share

nPrime Database

nRanked No. 1 in the number of issues handled for the public issue of debt in FY 2013

nRanked No. 1 in the Public Sector OFS issues FY2013

nRanked No. 1 in the Public Issue of Debentures in FY 2012

nMandated Lead Arranger for all Tax-free Public Bond Issuances in FY 2012 & FY 2013 aggregating a total in excess of

INR 70,000 crores

nSole arrangers to the largest privately placed non-convertible structured bond deal in the country for

Rs. 7,400 crore

nRanked No. 2 in the number of Rights Issues handled in FY 2013

nRanked No. 2 in the number of IPOs (excluding SME IPOs) handled in FY 2013

Management Discussion and Analysis is annexed to and forms part of this report (Annexure 'A').

The Directors' Report on Corporate Governance for the year 2012-13 is attached (Annexure 'B').

The performance of the five subsidiaries during the year 2012-13 is as follows :-

A brief summary of the financial highlights in the FY 2012-13 is given hereunder :

Dealogic

n

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE

SUBSIDIARIES

1. SBICAP Securities Limited (SSL)

n

cater to institutional investors. SSL's research now covers all key sectors and most NIFTY stocks. n? A new Debt Market vertical has also been set up during the year which broke even in a very short time span. nNew products and enhanced client servicing through advisory and call centre interaction have helped SSL deepen

client relationships and despite a very difficult year with a decline of about 24% in the overall retail volumes, SSL was able to hold its retail top line.

nSales and Distribution income which in the previous year contributed to about 46% of the gross revenues of SSL, wasimpacted by the muted investor interest in the Tax Free Bonds, leading to a reduced top line for SSL.

nSSL has made significant investments in team building, technology and branch expansion this year which has lowered PAT but enhanced wherewithal for future growth.


The company achieved Income of GBP 1,903,461 vis-a-vis the previous year level of GBP 1,184,676 and PAT of GBP

1,164,337 as against PAT of GBP 635,328 during the previous year.

On the Institutional business side, SSL has ramped up its sales and research teams and set up an exclusive FII desk to

2. SBICAP (UK) Limited (SUL)

(Rs. in Crs.)


Fee Income 16.89 9.18

Other Income 0.37 0.11

Gross Income 17.26 9.29

Expenses 3.48 2.64



SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



(Rs. in Crs.)


Fee based – Trustee Remuneration Fees 13.61 10.78

Other Income 1.35 0.85

Total Income 14.96 11.63

Expenses 3.81 2.98



3. SBICAP Trustee Company Limited (STCL)


During the year the Company registered encouraging growth in gross Income of approx. 29% and also registered growth

in profit after tax of approx. 29% as compared to the previous year. The Company issued Bonus shares in the ratio of 1:1 to

the shareholders by capitalizing free reserves of Rs.0.50 Cr. Thus, equity share capital of the Company increased from

Rs.0.50 Cr. to Rs.1.00 Cr.

Presently, the Company is undertaking various Corporate Trusteeship activities viz. Security Trusteeship, Security Agent

and Safe Custody of Documents, Debenture/Bond Trusteeship, Escrow Agent, Escrow Trusteeship, Share Pledge

Trusteeship, etc.

During the current year STCL shifted its Delhi office to new separate premises. The company's operations are now well

stabilized and the company is expected to further consolidate its position in the market during the year 2013–14.

In order to bring uniformity in the names of all the subsidiaries, the name of the company was changed from SBICAPS

Ventures Limited to SBICAP Ventures Limited (SVL), during the year.

During the year, SVL made a net profit after tax (PAT) of Rs.0.35 Cr.

thApproval of Monetary Authority of Singapore (MAS) to start the operations was received by SSGL on 30 November st2012. Till date, SBICAP has infused SGD 2 mn. as share capital in SSGL. Total expense of SSGL for the year ended 31

March, 2013 worked out to SGD 691,198.

During the year under review, the following changes took place among the Directors of the Company :-

thnDr. R.H. Patil, Director, passed away on 12 April, 2012.

thnShri S. Vishvanathan resigned as Managing Director & CEO with effect from 17 August, 2012.

stnSmt. Arundhati Bhattacharya was appointed as Managing Director & CEO with effect from 21 August, 2012. nShri Ashok Kini, Shri P.K. Sarkar and Smt. Aruna Jayanthi were appointed as Additional Independent Directors with

effect from 18th October, 2012.th

nShri Shyamal Acharya resigned as Director with effect from 29 November, 2012.rd

nShri S. Vishvanathan was appointed as Director with effect from 3 December, 2012.

The Board extended a hearty welcome to Shri Ashok Kini, Shri P.K. Sarkar, Smt. Aruna Jayanthi and Shri S. Vishvanathan, as

Directors and Smt. Arundhati Bhattacharya as Managing Director & CEO of the Company and placed on record its deep

appreciation to Dr. R. H. Patil and Shri Shyamal Acharya, for their valuable contributions during their tenure as Directors of

the Company.

thShri Narayan K. Seshadri, Director retires by rotation at the 27 Annual General Meeting of the Company and being

eligible, offers himself for re-appointment.

Shri Ashok Kini, Shri P.K. Sarkar and Smt. Aruna Jayanthi, Additional Independent Directors hold office upto the date of ththe ensuing 27 Annual General Meeting (AGM) of the Company and are eligible for re-appointment as Directors liable to

thretire by rotation at the said 27 AGM. The Company has received three notices under Section 257 of the Companies Act,

1956 from State Bank of India (the member), together with necessary Deposit, proposing their candidatures for thappointment as Directors liable to retire by rotation at the said 27 AGM.

4. SBICAP Ventures Limited (SVL)

5. SBICAP (Singapore) Limited (SSGL)

DIRECTORS



DIRECTORS' RESPONSIBILITY STATEMENT

COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy and Technology Absorption

Foreign Exchange Earnings and Outgo

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

AUDITORS

COMMENTS OF THE COMPTROLLER & AUDITOR GENERAL OF INDIA

PARTICULARS OF EMPLOYEES

Pursuant to Section 217(2AA) of the Companies Act,1956, the Directors confirm that :-

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently and the judgements and

estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of st staffairs of the company as on 31 March, 2013 and of the profit or loss of the company for the year ended 31

March, 2013;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act for safeguarding the assets of the company and for

preventing and detecting frauds and other irregularities;

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

In terms of the above Rules issued by the Central Government, the following information is furnished:-

Since the Company is engaged in Merchant Banking and Advisory Services, there is no information to report under this

head.

During the year under review, SBICAP earned foreign exchange equivalent to Rs.19.57 Crs. towards advisory fee from

overseas clients and reimbursement of expenses. The total foreign exchange expended amounted to Rs.3.62 Crs. on

account of foreign travel and other expenses.

Being conscious of its obligation to society at large, your company had undertaken the below mentioned activities during

the Financial Year 2012-13. The focus was to extend a helping hand to the under privileged and differently abled.

nA multi-purpose vehicle was donated to The Ramakrishna Math & Mission, Mumbai. The Mission has adopted a tribal

village at Sakvar in Thane District (about 60 kms from Mumbai) and provides medical care to all villagers through a

charitable dispensary. The vehicle donated will meet the transportation needs of volunteers, doctors and other

personnel travelling to and from the dispensary.

nWe also donated a multi-purpose van to the Santosh Institute for Mentally Challenged Children in Mumbai. This

Institute caters to the needs of autistic, mentally and physically challenged children. It focusses on sports and the

development of alternative skills to empower its students to lead an independent life.

M/s. Sudit K. Parekh & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for the

financial year 2012-13, by the Comptroller & Auditor General of India (CAG), under the provisions of Section 619(2) of the

Companies Act 1956. They will hold office till the ensuing Annual General Meeting of the Company. The request for

appointment of Statutory Auditors for the financial year 2013-14 has been made to CAG.

thComments of the Comptroller & Auditor General of India report dated 11 June, 2013, submitted under Section 619(4) of

the Companies Act, 1956 on the accounts of the Company for the year ended 31st March, 2013 is enclosed. It is reported

therein that on the basis of their audit, nothing significant has come to their knowledge which would give rise to any

comment upon or supplement to Statutory Auditor's report under section 619(4) of the Companies Act, 1956.

The information as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of

Employees) Amendment Rules, 2011, as amended, is given in Annexure 'C'.

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



ACKNOWLEDGEMENT

The Board of Directors would like to express its thanks to SEBI - the Company's Regulator, and to the Comptroller &

Auditor General of India (CAG), for the advices and guidance received. The Board is also grateful to the State Bank of India

and its group companies for providing significant business support, which has been mutually rewarding.

The Board of Directors places on record its appreciation for the valued support from clients for the company, which has

been very crucial for its standing in the industry. The Board would also like to thank the investing community,

intermediaries in the investment-banking field and the statutory authorities for the co-operation extended from time to

time. The Board also places on record its deep appreciation for the dedication and commitment of its employees at all

levels and looks forward to their continued contribution in the journey ahead.

For and on behalf of the Board of Directors

Pratip Chaudhuri

Chairman

Place : MumbaistDate : 1 August, 2013

ANNEXURE a


Management Discussion and Analysis

1. Macroeconomic Review

2. Investment Banking Strategies

A growing number of developed economies, especially in Europe, faced recessionary conditions. Most central banks in

the developed economies expanded their asset purchase programme and kept their monetary policies in expansionary

mode by maintaining exceptionally low interest rates in FY 2012-13. In September 2012, the US Federal Reserve

expanded the size of its Quantitative Easing Program by adding USD 40 billion worth mortgage debt to its already

existing monthly purchases of USD 45 billion of long dated US treasuries. The European Central Bank too announced that

it would purchase unlimited amounts of government bonds of Spain and other euro states that face high borrowing

costs, provided these countries adhere to the requirements of a formal bailout. Among other central banks, Bank of

England and Bank of Japan too expanded their asset purchase programs and continued to keep their policy rates at

historically low levels.

The fundamentals of the Indian economy weakened significantly in FY13 on the back of global financial market volatility

and overall weak demand conditions in the global arena, with inflation levels remaining relatively sticky. The economy

slowed to a real GDP growth of 6.2% in FY12 and this slowdown phase continued into the fourth quarter of FY13, with

overall GDP growth settling at 4.8% in Q4 FY13, when compared with 5.4% in Q1 FY13 and 5.1% in Q4 FY12.

The moderation in growth can be primarily attributed to weakness in industry, which registered a growth of 3.1% in

2012-13, the lowest in the last eleven years. Growth in agriculture was also weak in the year, on the back of lower rainfall

during the south-west monsoon season. Overall services sector production slowed down, against subdued banking

activity particularly, lower credit-off take (bank credit grew by 14.1% in FY13 as against 17.0% in FY12) and a slash in

government expenditure.

A significant stress area that emerged in FY12 and aggravated in FY13 is the pressure on the Current Account Deficit

(CAD) that also led to certain policy changes to attract more capital flows into the economy to finance the CAD. The

CAD/GDP ratio reached a historic high of 6.7% in Q3 of FY13. The trade gap as a proportion of GDP worsened to 12.3% in

this quarter on account of weak external demand. While the worsening of the trade gap was on account of weak external

demand that affected merchandise exports adversely, the imports of oil and gold increased sharply due to the higher

price of oil and gold. The large depreciation of the rupee against the USD also failed to have much positive impact on the

export dynamics.

In FY13, RBI's monetary policy maintained focus on the growth-inflation dynamics via a combination of steps for liquidity

easing and policy rate cuts. The benchmark policy interest rate (Repo rate) was reduced by RBI by 50 bps in April 2012.

However, with inflation remaining on the higher side, the RBI had to pause for a significant period before providing the

market with any further cuts on the Repo rate. When Headline WPI inflation tapered off in Q4, RBI cut the repo rate by 25 th thbps on 29 January, 2013 and further by 25 bps on 9 February, 2013. Over the full FY, the RBI infused liquidity of

Rs.127,180 crores via its OMO operations. The CRR was reduced by 75 bps and the SLR requirement of banking sector was

also reduced by 100 bps in August 2012 to 23%.

During the year, the Company continued its thrust on synergy with State Bank of India and its Associate Banks.

The Capital Markets Group has expanded its bouquet of services with transactions such as pre-IPO advisory, valuation

analysis, ESOP advisory, etc., and is constantly exploring newer opportunities such as open offers, buy-backs, de-listings

and QIP / IDR / GDR / FCCB.

The Debt Capital Markets Group has developed and strengthened relationships with almost all the key institutional

investors and has also developed the framework for executing structured finance transactions.

The Infra Group which mainly concentrates on Infrastructure Industry segment, launched into newer businesses such as

Arranging of Private Equity, Advisory roles as well as Arrangement of Finance for M&A and Financial Restructuring, in a

focused manner. Besides continuing Advisory and Credit Syndications for large infrastructure projects, the Group has

established relationships with foreign lenders for ECB Syndications. It also arranged acquisition financing for acquisition

of assets abroad.

The Non-Infra Group has allocated various non-infra sectors amongst various teams so as to tap business relating to

M&A, PE and opportunities available in sale of distressed assets in a more focused manner.

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


ANNEXURE a (contd.)

3. SBICAP's Performance

3.1 Quantitative Performance

3.1.1 Merchant Banking & Advisory Fees

3.1.1.(a) Capital Markets Group- Equity Capital Market (ECM)

3.1.1(b) Debt Capital Markets – DCM

3.1.1(c) Infrastructure Group

The performance of your Company during the year 2012-13 has been discussed hereunder :

The Company booked a fee based income of Rs. 491.24 Crs. during the year and Profit after Tax (PAT) was Rs.296 Crs.

The performance in respect of various activities is as under:

FY13 has been a tough year for equity capital markets with weak investor sentiment and negative macro-economic

outlook. Under the circumstances, Capital Markets Group has been able to achieve net income of Rs.12.98 crores. The

gross cash income (excluding notional income) for CMG is Rs. 16.19 crores for FY13.

A total of 9 companies raised an amount of Rs. 6289.28 cr. through IPOs during the FY13 (source – Prime Database). As nd per League Table for Public Issue Offerings, published by Prime Database SBICAP was ranked 2 in terms of number of

stissues handled, for FY13. SBICAP was ranked 1 in terms of number of OFS issues in respect of Government of India nddisinvestment programme for FY13. SBICAP also ranked 2 in terms of issue size for Rights Issue as per the League Table

published by Prime Database.

Due to volatile markets CMG looked at alternative areas of investment banking which are not directly related to the

prevailing stock market conditions. CMG successfully closed PIPE transaction for an explosive manufacturing company

and other equity capital market related advisories, including valuation advisory mandates, earning a substantial portion

of revenue from these alternative businesses.

During FY13, DCM handled debt issues aggregating around Rs. 75,253 crores. During the year we were the only lead

merchant bankers who handled all the public issue of tax free bonds. SBICAP is ranked No. 1 in terms of number of issues

arranged with respect to Public Issues by Prime Database for FY13.

During the year, with a view to increase the number of services offered to the institution clients, the institution

relationship has been repositioned in our subsidiary company SBICAP Securities Limited(SSL). SSL will now be able to offer

complete solution for Debt viz. private placement, public issues and secondary market placement to the institutional

clients. The Group has developed and strengthened relationships with almost all the key institutional investors. The

Group currently maintains 160 relationships which constitute around 90% of Institutional appetite for Corporate Debt.

The Group has placed debt issues aggregating to around Rs. 59,809 crores on a private placement basis.

The Group successfully completed the private placement of Air India bonds worth Rs 7400 crores- the largest deal of

the year as the sole arranger.

Indian debt syndication market declined by around 50% (as per Dealogic and Thomson Reuters) in CY12 compared to

CY11. This also adversely affected Infrastructure Group's fee income for the financial year 2012-13 which declined by

13.2% over the previous year.

However, despite the substantial decline in absolute numbers, the Group was able to improve its share in the Indian Loan

Arranger market to 52.6% in CY 2012 from 42.4% in the previous year, consolidating its substantial leadership position.

The Group's continued focus and efforts have enabled SBICAP to maintain its No. 1 ranking globally in Project Finance for

the fourth consecutive year since 2009 as per the league tables published by Dealogic. The Company also has the

distinction of being accredited (for the fourth successive year) with India Loan House for the calendar year 2012, for its

leadership in Loan Advisory, by IFR Asia (Thomson Reuters).

Further, the Group achieved the following accolades in FY 2012-13:-

nRanked No.1 by Dealogic : Global PFI/PPP Project Finance Mandated Lead Arrangers and Financial Advisors CY 2012

ANNEXURE a (contd.)


n Ranked No.1 by Bloomberg: Loans Mandated Arranger – Asia Pacific Ex. Japan CY 2012

nRanked No.2 by Dealogic : Middle East & African Project Finance Loans CY 2012 with a 7.5% market share.

nThomson Reuters – PFI African Oil and Gas Deal of the Year - Bharat Petro Resources – Mozambique

nBusiness World Awards - Deal of the Year – Videocon

Air India and Videocon Industries were also ranked as the No.4 and 7 deals respectively in the Top Ten Deals in

Bloomberg's 2012 Asia Pacific Ex-Japan League tables.

During the year, the Group was able to conclude the first ever USD covered bond for any Indian Corporate for an amount

of USD 647 million for Suzlon Energy. The assignment was completed with combined efforts of the Infrastructure Group

and SBICAP (UK) Ltd. With the success of the deal, the group is now actively working with other investment banks to

fructify similar other transactions. The Group also improved its presence in the international loan markets having deals in

Australia, Bhutan, Georgia, Germany, Kenya, Mozambique, Myanmar, Nepal, Sri Lanka and United States.

The Group was also engaged by Lenders as well as Corporates to work on restructuring mandates and has successfully

closed restructuring deals with aggregate credit facilities of nearly Rs. 57,000 crores during the year including some of the

large and challenging assignments like Suzlon Energy and Hindustan Construction Company.

The Group is actively working on a large number of advisory mandates including M&A, Private Equity, Bid Advisory and

Restructuring Advisory. Clientele of our advisory mandates include several large private corporates as well as PSUs in Oil

and Gas, Power, Metals and Port sectors.

The Non-Infrastructure group successfully closed 16 transactions in the financial year in varied areas of M&A advisory

services, acquisition financing, debt syndication, debt restructuring feasibility services and business valuations. Amongst

other transactions, the team also initiated its foray in the emerging defense sector with an advisory assignment for Tata

Advanced Systems for their acquisition of a domestic Indian company. The team is slated to leverage more effectively the

funding strength and domestic reach of SBI while also use the aspect of SBICAP being the sole Indian member of M&A

International to bring global reach on a single platform for companies to explore both organic and inorganic growth

opportunities.

The Treasury Income for the year ended March 2013 was Rs.45.97 Crs as against Rs.43.09 Crs in the corresponding period

last year. During the period, investments were mostly done on the debt side and focus was on maximizing post-tax

returns. The current year witnessed higher income from bonds compared to last year as higher proportions of funds were

allocated towards corporate bonds. Anticipating the decline in interest rates funds were also locked in tax free bonds at

attractive coupons.

The Company's mission to provide credible, professional and customer focused world class investment banking solutions

has been endorsed by the several awards & recognitions received by the Company.

The Company believes that “Human Resources” are the critical resource for achieving its objectives and values the

resources as “Intellectual Capital”. The Human Resources function in the Company focuses on transformational rather

than transactional processes and continuously strives to align and benchmark its HR policies/practices to the best industry

practices. The Human Resource function understands the needs of the product groups and collaborates with them, thus

contributing to the achievement of the business objectives of the company.

The organization is growing rapidly and to keep pace and fuel the growth, experienced professionals were hired from the

market and through campus recruitments from the premier B-schools. Our people integration model ensures minimum

process time to board people in the Company for faster time to productivity.

Diverse set of professionals are integrated within the Company and by fostering performance behavior the performance

driven culture is well ingrained in the Company. Performances of individuals are differentiated and “Star Performers” who

have contributed significantly to the business goals of the Company are recognized. The employees are rewarded

monetarily as well as by investing in them for their skills development. During the year 2012-13, 27 officials attended

3.1.1(d) Non-Infra Group

3.1.2 Income from Securities- Treasury & Investments

3.2 Qualitative Performance

3.2.1 Human Resources

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


ANNEXURE a (contd.)

Overseas Training/Conferences/ Seminars/Forums/Summits.

The work environment embraces diversity. The Company offers a challenging work environment, fostering a stimulating

work culture of innovation and individual growth.

The HR initiatives for talent development through learning and development programmes have ensured that the

Company has the right competencies and skill sets in its workforce to meet the challenging business objectives.

Focus on Talent Management, Competency Development, Career Progression, Market Related Compensation and

Benefits has helped the Company to attract, motivate and retain the talent as well as build a robust pipeline of future

leaders for the Company.

We are an employer providing equal opportunity to all the employees.

The Information Technology Group is enabling to improve IT Infrastructure and Application for the Company. In the

process, following initiatives were undertaken :

nThe Integrated Lead & Assignment Management (ILAM) System, the core business application has been fine tuned to

incorporate improved processes and provide enhanced controls and MIS.

nPermission for dealing in securities by the employees as required under SEBI Regulations, has been integrated in ILAM

System for better monitoring and governance.

nConsidering the sensitivity of the information handled, application fire wall was deployed at all offices to provide a

secured IT environment system.

nEnterprise collaboration platform SharePoint has been enhanced to meet changing application landscape and Unified

Communication Project is being implemented to significantly enhance productivity.

nInitiatives have been taken to integrate the existing application frame work and re- engineer the existing process.

3.2.2 Information Technology


ANNEXURE B

Corporate Governance Report

i) Composition of the Board

The principles of Corporate Governance are followed in letter and spirit reflecting our deep belief in such principles and

the pedigree of our parent shareholder. For your Company, Corporate Governance is not just an objective in isolation but

a means to an end - "To be the Best India based Investment Bank".

The Board of Directors comprises Ten Directors out of whom six are independent, i.e. Directors who do not have any

pecuniary relationship or transactions with the Company, its promoters or management, which, in the opinion of the

Board, is likely to affect the independence of judgement of a Director. Given hereunder is the composition of the Board of

Directors along with the brief profiles of the Directors :

th1. Shri Pratip Chaudhuri, Chairman [SBI Nominee]: Shri Chaudhuri is the Chairman of State Bank of India (SBI) since 7

April, 2011 and is also Head of the State Bank Group. His 39 years' experience in State Bank of India has covered a

variety of assignments both in domestic and international banking. He has held a number of important positions,

including those of Dy. Managing Director (International Banking Group), Chief General Manager (Foreign Offices),

Chief General Manager – Chennai Circle, General Manager – Mid-Corporate Strategic Business Unit and General

Manager – Commercial Banking, New Delhi. He also headed State Bank of Saurashtra, and piloted its merger with

State Bank of India.

2. Shri S. Vishvanathan, Non Executive Director [SBI Nominee]: Shri Vishvanathan is the Managing Director & GE

(Associates & Subsidiaries) of State Bank of India. He has over 36 years of Banking experience with SBI. He was

appointed as Managing Director of SBI with effect from 9th October, 2012. Earlier, he was Dy. Managing Director (Mid

Corporate), SBI. Prior to that, he was Managing Director & CEO of SBI Capital Markets Limited (SBICAP) for more than

three years from June 2009 to August 2012. Earlier, he was Chief General Manager of State Bank of India's North

Eastern operations. He has served the bank in several important capacities which include an assignment in New York

Branch and stints as Regional Manager and Deputy General Manager in Delhi Circle and as General Manager (Global

Markets).

3. Smt. Bharati Rao, Non Executive Director [SBI Nominee]: Smt. Rao has over 36 years of experience in the banking

sector. She retired from State Bank of India in October, 2008. During her tenure with the Bank, she had held various

responsible positions. Her 36 years in the Bank have seen a range of assignments both in India and abroad in areas like

Commercial Banking, Project Finance, and International Banking. She was Dy. Managing Director & Chief Credit

Officer, SBI, Corporate Centre, Mumbai with an additional charge as Dy. Managing Director and Group Executive

(Associate Banks) and Dy. Managing Director & CDO at the time of retiring from the Bank's service.

4. Shri Bansi S. Mehta, Non Executive Independent Director: Shri Mehta is a well-known practicing Chartered Accountant

and is a Senior Partner of Bansi S. Mehta & Co., Chartered Accountants. Shri Mehta has rich experience of over 53 years

in the fields of financial management, taxation, accounting and auditing.

5. Shri D. Sundaram, Non Executive Independent Director & Chairman of the Audit Committee: Shri Sundaram is the Vice

Chairman and Managing Director of TVS Capital Funds Ltd. and has over 37 years of experience in the areas of Finance

and Accounting. He was with the HUL group since 1975 and was Vice Chairman of HUL. He was seconded twice to

Unilever, London. He had held important positions such as Commercial Manager & Treasurer, Finance Member–

TOMCO Integration Team, Finance Director BBLIL and Sr. Vice President– Finance, Central Asia & Middle East Group.

6. Shri Narayan K. Seshadri, Non Executive Independent Director: Shri Seshadri is the Chairman and CEO of Halcyon

Group an Investment Advisory and Management Services enterprises specializing in 'turnaround' and 'turn up'

activities. He is a Chartered Accountant. He headed Andersen and KPMG Business Consulting businesses before

founding Halcyon. He carries a rich experience of over 28 years in Finance, Accounts, Audit, Advisory and Management

Services. His experience ranges across industries in different countries.

7. Shri Ashok Kini, Additional Non Executive Independent Director: Shri Kini has over 38 years of experience in the

Banking Sector. He joined State Bank of India (SBI) in December 1967 and retired in December 2005. During his tenure

with SBI, he had held various responsible positions, including those of Managing Director & GE (National Banking), Dy.

Managing Director–Information Technology Dept., Chief General Manager–Information Techology Dept., Chief

General Manager–Techology Planning, General Manager (Commercial Banking), General Manager (Development &

Personal Banking), Dy. General Manager–Industrial Finance-I Dept., and Dy. General Manager–Computer Planning &

Services.

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


ANNEXURE B (contd.)

8. Shri Pradeep Kumar Sarkar, Additional Non Executive Independent Director: Shri Sarkar has over 34 years of experience

in the Banking Sector. He joined State Bank of India (SBI) in November 1967 and retired in November 2001. During his

tenure with SBI, he had held various responsible positions in SBI and SBI Capital Markets Limited (SBICAP), including

those of Dy. Managing Director & GE (International Banking Group), Dy. Managing Director & Chief Financial Oficer,

Chief General Manager - Kolkata, General Manager–SBICAP, New Delhi Regional Office, General Manager-Corporate

Finance, SBICAP, Dy. General Manager-Cadre Management and Dy. General Manager-Main Branch, Kolkata.

9. Smt. Aruna Jayanthi, Additional Non Executive Independent Director: Smt. Jayanthi is the Chief Executive Officer (CEO)

of Capgemini India. Capgemini India is the Capgemini Group's largest delivery centre and main innovation hub with

over 36,000 employees. As the CEO of Capgemini India, Smt. Jayanthi manages the operations of all the business units

in India covering consulting, technology and outsourcing services. In addition, she plays a key role in Leadership

Development and building alignment between HR and Business. She has over 25 years experience in the IT services

industry and has worked in key roles in multinational and Indian system integrator companies. She holds Masters in

Management Studies in Finance from Narsee Monjee Institute of Management Studies (NMIMS). She has been

featured as one of the 'Most Poweful Women' in India Inc. by India's leading business magazine 'Business Today' in its

eighth annual list (2011). She is also ranked 4th in the List of 50 Most Powerful Indian Women by Fortune India

magazine.

10.Smt. Arundhati Bhattacharya, Managing Director & CEO [SBI Nominee]: Smt. Bhattacharya assumed charge as

Managing Director & CEO of SBI Capital Markets Limited (SBICAP), on August 21, 2012. Prior to this assignment, she

was Deputy Managing Director and Corporate Development Officer of State Bank of India. She joined the Bank in the

year 1977 and since then has held various assignments spanning Credit, Forex, Treasury and Retail Operations. She has

also had a stint in the Bank's New York office where she was in charge of monitoring branch performance, overseeing

External Audit and Correspondent Relations. In her extensive service in the Bank she has had the opportunity of

working in Metro, Urban and Rural areas, crisscrossing the length and breadth of the country. She has handled large

Corporate Credit as well as initiatives like Financial Inclusion and financing of Self Help Groups. She was involved in

setting up several new companies / initiatives of the Bank including SBI General Insurance, SBI Macquarie

Infrastructure Fund, SBI SG Global Securities Services, etc., as well as the launch of new IT platforms such as Mobile

Banking and Financial Planning in the Bank.

The Chairman has been appointed by State Bank of India (SBI) in terms of Articles 139(ii) & 157 of the Articles of

Association of the Company.

The Non-Executive Nominee Directors have been appointed by SBI in terms of Articles 139 and 140 of the Articles of

Association of the Company.

The Non-Executive Independent Directors have been appointed as Directors liable to retire by rotation under Section

255 of the Companies Act 1956.

The Additional Non-Executive Independent Directors have been appointed in terms of Article 143A of the Articles of thAssociation of the Company and hold office upto the date of the ensuing 27 Annual General Meeting of the

Company.

The Managing Director & CEO has been appointed by SBI in terms of Article 168 of the Articles of Association of the

Company.

The Board of Directors focuses on monitoring the business operations and the development of business strategies,

while the task of reviewing matters such as status of overdues, status of litigations etc., are delegated to a Committee

of Directors (COD) constituted for the purpose by the Board.

The Board has evolved a Calendar of Reviews, which has identified the various reports/reviews to be submitted on a

periodical basis to the Board/COD/Audit Committee and the said Calendar of Reviews is strictly followed.

The Independent Directors play a very crucial role in the Board meetings and their wide experience, expertise and

knowledge of economics, finance, capital markets, taxation, accounting, auditing etc., have benefited the Company

immensely.

ii) Tenure

iii) Responsibilities

iv) Role of the Independent Directors


ANNEXURE B (contd.)

v) Board Meetings

During the year under review, 9 Board Meetings were held and the attendance record of each Director at the said

Board Meetings is given hereunder :-

vi) Composition and role of the Audit Committee and the scope of Internal Audit Function

vii) Strengthening of the compliance systems

viii) Compliance with SEBI 's Prohibition of Insider Trading Regulations

ix) Directors are duly qualified to act as such

DECLARATION

An Audit Committee comprising Shri D. Sundaram, Chairman, Shri Narayan K. Seshdadri and Shri S. Vishvanathan,

Directors, is operational and the composition of the Audit Committee as well as its role and functions are broadly in

conformity with the stipulations of the Kumar Mangalam Birla Committee Report on Corporate Governance, and

Section 292A of the Companies Act, 1956.

The Company has set in place an effective system to ensure compliance with all the applicable Laws/Statutes and the

same is monitored by the Compliance & Risk Management Dept.

With a view to preventing insider trading, a suitable Code of Conduct has been set in place to regulate the dealings in

securities by all the employees of the Company and compliance with the same is monitored by the Assistant Vice

President (Compliance & Risk Management). The Code of Conduct of the Company is in conformity with the SEBI

(Prohibition of Insider Trading) Regulations, 1992.

As per the declarations submitted to the Company, all the Directors are duly qualified to act as such and none of them

is disqualified under section 274(1)(g) of the Companies Act, 1956. This aspect has also been verified by the Statutory

Auditors of the Company.

I confirm that all Board Members and Senior Management have affirmed compliance with the Company's Code of stConduct for the financial year ended 31 March, 2013.

(Arundhati Bhattacharya)

Managing Director & CEO

4

3

7

7

6

Name of the Director Number of Board Meetings

attended

Shri Pratip Chaudhuri,

Shri S. Vishvanathan, 4 (3 in the capacity as Managing Director & thNominee Director, (SBI Nominee) CEO, SBICAP upto 17 August, 2012, and 1

after appointment as SBI Nominee Director rdw.e.f. 3 December, 2012)

Smt. Bharati Rao, Nominee Director, (SBI Nominee)

Shri Bansi S. Mehta, Non Executive Independent Director

Shri D. Sundaram, Non Executive Independent Director

Shri Narayan K. Seshadri, Non Executive Independent Director

Shri Ashok Kini, 4 (appointed as Additional Independent thAdditional Non Executive Independent Director Director w.e.f. 18 October, 2012)

Shri P.K. Sarkar, 5 (appointed as Additional IndependentAdditional Non Executive Independent Director Director w.e.f. 18th October, 2012)

Smt. Aruna Jayanthi, 2 (appointed as Additional Independent Additional Non Executive Independent Director Director w.e.f. 18th October, 2012)

Smt. Arundhati Bhattacharya, 6 (appointed as Managing Director & CEO,stManaging Director & CEO, (SBI Nominee) SBICAP w.e.f. 21 August, 2012)

Chairman, (SBI Nominee)

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


ANNEXURE C

thShri Vishal Sr. Vice 60,98,956/- 9 October, B. Chem., Reliance

Gupta President – 2006 MFM, Gen. Industries

Infra Management Limited, DGM

Course IIM- 21/45

Engg,

thShri Rakesh Sr. Vice 66,48,355/- 5 April, 2011 B. Sc.(Hons), J. P. Morgan

Joshi President – CAIIB– Part I, Services India

Debt Capital - 29/51 Private Limited,

Market Executive Director

thShri Supratim Executive Vice 97,73,949/- 7 November, B.E. (Mech. IDBI LTD, DGM

Sarkar President & 2000 Engg.) M. Tech,

Group Head - MBA, - 22/47

Infra

Name Designation/ Remuneration Date of Qualification Last Employment

Nature of duties (Rs.) commencement and Experience/ held,

of employment Age -years Designation

STATEMENT PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

(A) Employed throughout the year and are in receipt of remuneration aggregating not less than Rs. 60,00,000/-

per annum

(B) Employed for part of the year and are in receipt of remuneration aggregating not less than Rs. 5,00,000/-

per month

thShri Sanjeev Sr. Vice 65,56,981/- 16 March, B.Sc. , B.Tech.,

Agarwal President – 2006 DBF, ICFAI

Infra - 25/47

IDBI LTD, DGM

NIL

NOTES :

1) The above remuneration includes salaries, allowances, arrears of salary, leave encashment, performance linked variable pay, monetary value of perquisites as per Income Tax Rules, reimbursement of Leave Travel Allowance and Medical expenses claimed during the year, Company's contribution to Provident and Superannuation Funds.

2) Other terms and conditions of service include Company's contribution to Gratuity fund.

3) The nature of employment – all employments are non contractual.

4) % of equity shares held by the employee in the Company within the meaning of sub-clause (iii) of clause (a) of Section 217(2A) of the Companies Act, 1956 – Nil.

5) The employees are not related to any Directors of the Company.


Place : Mumbai Pratip Chaudhuri

Date : 1st August 2013 Chairman

stShri Rajat Sr. Vice 65,24,399/- 1 June, B.Tech., (Mech.

Misra President – 1999 Engg.), PGDBM BHEL, Advance

Infra (Finance) - 19/43 Research ProjectDiv.

Sr. Engineer,

INDEPENDENT AUDITOR'S REPORT


To the Members of SBI Capital Markets Limited

We have audited the accompanying financial statements of SBI Capital Markets Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together 'the Order'), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose 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 those books;

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

For SUDIT K PAREKH & CO.Chartered AccountantsFirm Registration No.: 110512W

(D.S. Khatri)PartnerMembership Number: 16306 Mumbai, dated: April 26, 2013

Report on the Financial Statements

Management's Responsibility for the Financial Statements

Auditor's Responsibility

Opinion

Report on Other Legal and Regulatory Requirements

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


(Referred to in our report of even date)

i. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and the

situation of fixed assets.

b. All fixed assets, except certain leased assets were physically verified by the management in the current year in

accordance with a planned program of verifying them which, in our opinion, is reasonable having regard to the

size of the Company and the nature of its assets. Certain leased fixed assets have not been physically verified

where, as per the terms of the agreement, the Company obtains confirmation from the lessee on the regular

basis. As informed no material discrepancies were noted on such verification.

c. Fixed assets disposed off during the period were not substantial and therefore do not affect the going concern

assumption.

ii. In respect of inventories

a. The securities held as stock in trade and in custody of the Company have been physically verified by the

management at reasonable intervals while securities held by the custodian are verified with the confirmation

statement received from them on a regular basis. In our opinion, the frequency of such verification is reasonable.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate

in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and no discrepancies were noticed on comparing the

physical securities/statement from custodian with book records.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or

unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

Accordingly sub clauses (b), (c), (d), (e), (f) and (g) of clause (iii) of the Order are not applicable

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control

system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed

assets and sale of services. During the course of our audit, we have not observed any continuing failure to correct

major weaknesses in internal control system of the Company.

v. According to the information and explanations provided by the management, we are of the opinion that the

particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register

maintained under section 301 have been so entered. Accordingly, sub clause (b) of clause (v) of the Order is not

applicable to the Company for the current period.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii. The provisions of Section 209(1) (d) of the Companies Act, 1956 are not applicable to the Company.

ix. In respect of Statutory Dues:

a. According to the information and explanations given to us, the Company is regular in depositing with

appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax, service tax

and other material statutory dues applicable to it. The provisions of Investor Education and Protection Fund,

wealth tax, customs duty, excise duty and cess are not applicable to the Company in the current year.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of

provident fund, income-tax, service tax, sales-tax, cess and other undisputed statutory dues were outstanding,

at the year end, for a period of more than six months from the date they became payable.

c. According to the records of the Company, the dues outstanding of income-tax , sales-tax, wealth-tax, service

tax,, custom duty, excise duty and cess on account of any dispute, are as follows:

x. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the

current and immediately preceding financial year.

Re: SBI CAPITAL MARKET LIMITED

ANNEXURE TO THE AUDITORS' REPORT


Income Tax Act, 1961 Issue relating to 1925.50 AY 1989-1990

disallowance of to AY 1997- Income Tax

expenses 1998 (Appeals) and

Income Tax

1605.55 AY 1998-1999 Appellate

to AY 2009- Tribunal (ITAT)

2010

Sales Tax (Central Issues relating to 23.13 1991-96 Commissioner

and State) lease tax Sales Tax

Bombay Sales Tax Issues relating to 8.59 1998-99 to Commissioner

Act, 1959 sales tax 2000-2001 Sales Tax

Commissioner of

xi. According to the information and explanations given to us, and based on checks carried out by us, the Company has not defaulted in repayment of dues to financial institutions or banks. The Company has not issued any debentures during the year.

xii. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. According to the information and explanations given to us, the provisions of Chit Funds or Nidhi or mutual benefit fund or society are not applicable to the Company; accordingly clause (xiii) of the Order is not applicable to the Company.

xiv. In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

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

xvi. The Company did not have any term loans outstanding during the year.

xvii.According to the information and explanations given to us, and on an overall examination of the balance sheet of the Company, funds raised on short-term basis have, prima facie, not been used during the year for making long-term investments

xviii. The Company has not made any preferential allotment of shares during the year.

xix. The Company has not issued any debentures during the year.

xx. The Company has not raised any money through a public issue.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For SUDIT K PAREKH & CO.

Chartered Accountants

Firm Registration No. 110512W

(D.S. Khatri)PartnerMembership No. 16316 Mumbai; dated: April 26, 2013

Forum where

dispute is pending

Amount

(Rs. In lacs)

Period to which the

amount relatesNature of duesName of the statute

ANNEXURE TO THE AUDITORS' REPORT (contd.)

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


CAG COMMENTS

COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 619(4) OF THE COMPANIES ACT,

1956 ON THE ACCOUNTS OF SBI CAPITAL MARKETS LIMITED FOR THE YEAR ENDED 31 MARCH 2013

The preparation of financial statements of SBI Capital Markets Limited for the year ended 31 March 2013 in accordance

with the financial reporting framework prescribed under the Companies Act, 1956 is the responsibility of the

management of the company. The Statutory Auditor appointed by the Comptroller and Auditor General of India under

Section 619(2) of the Companies Act, 1956 is responsible for expressing opinion on these financial statements under

Section 227 of the Companies Act, 1956 based on independent audit in accordance with the Auditing and Assurance

Standards prescribed by their professional body, the Institute of Chartered Accountants of India. This is stated to have

been done by them vide their Audit Report dated 26 April 2013.

I, on the behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit under section

619(3)(b) of the Companies Act, 1956 of the financial statements of SBI Capital Markets Limited for the year ended 31

March 2013. This supplementary audit has been carried out independently without access to the working papers of the

statutory auditor and is limited primarily to inquiries of the statutory auditor and company personnel and a selective

examination of some of the accounting records. On the basis of my audit nothing significant has come to my knowledge

which would give rise to any comment upon or supplement to Statutory Auditor's report under section 619(4) of the

Companies Act, 1956.

For and on behalf of the

Comptroller and Auditor General of India

(Y. N. Thakare)

Principal Director of Commercial Audit &

Ex-officio Member, Audit Board-I, Mumbai

Place: Mumbai

Date: 11 June 2013


EQUITY AND LIABILITIES

TOTAL

ASSETS

TOTAL

SHAREHOLDERS' FUNDS

Share capital 2.1 5,803 5,803

Reserves and surplus 2.2 83,379 71,316

89,182 77,119

NON-CURRENT LIABILITIES

Other long-term liabilities 2.3 259 731

Long-term provisions 2.4 913 679

1,172 1,410

CURRENT LIABILITIES

Trade payables 2.5 1,853 3,285

Other current liabilities 2.6 2,152 2,928

Short-term provisions 2.4 2,523 1,941

6,528 8,154

96,882 86,683

NON-CURRENT ASSETS

Fixed Assets 2.7

Tangible Asset 960 1,071

Intangible Assets 74 64

Non-current investments 2.8 20,521 22,543

Deferred tax assets (net) 2.21 1,298 437

Long-term loans and advances 2.9 5,861 6,745

Trade receivables 2.10 19 19

Other non-current assets 2.11 - 306

28,733 31,185

CURRENT ASSETS

Current investments 2.8 5,000 -

Inventories 2.12 19,530 18,418

Trade receivables 2.10 25,333 13,018

Cash and cash equivalents 2.13 16,774 22,711

Short-term loans and advances 2.9 338 152

Other current assets 2.11 1,174 1,199

68,149 55,498

96,882 86,683

NOTES TO ACCOUNTS 1 & 2

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For SUDIT K PAREKH & CO. For and on behalf of Board of DirectorsFirm Registration No. 110512WChartered Accountants

Durgaprasad Khatri Pratip Chaudhuri Arundhati Bhattacharya Nilesh N. Shah

Partner Chairman Managing Director & CEO Company Secretary

Membership No.: 16316

Mumbai

April 26, 2013

As at 31st

March-13Notes As at 31st

March-12

BALANCE SHEET AS AT 31ST MARCH 2013

(Rupees in lacs unless otherwise stated)

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


Statement of Profit and Loss for the year ended 31st March 2013

INCOME

EXPENDITURE

PROFIT BEFORE TAX

PROFIT FOR THE YEAR

Revenue from operations 2.14 52,806 46,265

Other income 2.15 2,171 2,816

54,977 49,081

Employee benefit expenses 2.16 7,586 7,773

Interest expense 2.17 1 -

Depreciation and amortisation expense 2.7 280 240

Other expenses 2.18 4,540 4,225

Provisions 2.19 731 357

13,138 12,595

41,839 36,486

Provision for current income-tax (13,100) (11,300)

Deferred tax credit 2.21 861 (88)

29,600 25,098

Earning per share (Basic and Diluted in Rs.)

(Face value Rs.10/- per share) 51.00 43.25

NOTES TO ACCOUNTS 1 & 2

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

NotesFor the year ended

31st March-13

For the year ended

31st March-12







Mumbai

April 26, 2013


CASH FLOW STATEMENT

Cash flow from operating activities :-

I. Net cash from operating activities

Cash flow from investing activities :-

II. Net cash from investing activities

Net profit before taxation 41,839 36,486

Adjustments for -

(Profit) / Loss on sale of assets(net) (1) 10

Profit on sale of long term investments 84 7

Interest on long term investments (1,636) (562)

Dividend income (2,034) (1,842)

Interest expenses 1 -

Depreciation 280 240

Provision on investments (net of write-back) 273 222

Provision for doubtful debts (net of write-back) 405 71

(2,628) (1,854)

Operating profit before working capital changes 39,211 34,632

Decrease /(increase) in trade receivables - current (12,721) (6,128)

Decrease /(increase) in interest / dividend accrued 54 (129)

Decrease /(increase) in short-term loans & advances (941) (1,530)

Decrease /(increase) in long-term loans & advances 884 1,475

Decrease/(increase) in stock-in-trade (1,112) (9,894)

(Decrease)/increase in current liabilities (2,207) 1,361

(Decrease)/increase in long-term liabilities (472) (1)

(Decrease)/increase in provision for gratuity 77 89

(Decrease)/increase in Provision for compensated absences 174 279

(16,264) (14,478)

Cash generated from operations 22,947 20,154

Income tax paid (12,345) (9,778)

(12,345) (9,778)

10,602 10,376

Purchase of fixed assets (216) (385)

Capital Work in progress - 52

Sale of fixed assets 38 15

Interest on long term investments 1,636 562

Dividend income 2,034 1,842

Purchase of investments (5,752) (6,220)

Sale of investments 2,416 2,850

156 (1,284)

For the year ended

31st March-2012

For the year ended

31st March-2013

SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



CASH FLOW STATEMENT (contd.)

For the year ended

31st March-2012

For the year ended

31st March-2013

Cash flow from financing activities :-

III. Net cash used in financing activities

Net change in cash & cash equivalents (I+II+III)

Interest expenses (1) -

Dividend payment (15,089) (11,607)

Tax on dividend payment (1,883) (2,169)

(16,973) (13,776)

(6,215) (4,684)

Cash & cash equivalents at the beginning of the year 22,988 27,671

Cash & cash equivalents at the end of the year 16,773 22,988

Cash and cash equivalent included in cash flow statement comprise the following balance sheet amounts :-

As at 31st As at 31st

Mar-13 Mar-12

Cash on hand - -

Balances with scheduled banks current accounts 16,773 22,988

16,773 22,988

(Excludes amounts placed as deposits with scheduled

banks towards cash margin for various guarantees 1 20

issued by banks on behalf of the Company.)

THE CASH FLOW STATEMENT AND THE NOTES TO ACCOUNTS FORM AN INTEGRAL PART OF THE ACCOUNTS.






Mumbai

April 26, 2013


1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of preparation

b) Use of estimates

c) Fixed Assets and Depreciation

d) Intangible Assets

e) Impairment

f) Investments

g) Stock-in-trade

The financial statements have been prepared to comply in all material respects with the standards notified by the

Companies Accounting Standards Rules, 2006 and the relevant provisions of the Companies Act, 1956. The financial

statements have been prepared under the historical cost convention on an accrual basis, except in case of assets for

which provision for impairment is made and revaluation is carried out. The accounting policies have been

consistently applied by the Company and are consistent with those used in the previous year.

The preparation of financial statements in conformity with generally accepted accounting principles requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent liabilities at the date of the financial statements and the results of operations during the

reporting period end. Although these estimates are based upon management's best knowledge of current events

and actions, actual results could differ from these estimates.

Fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost comprises the

purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

Depreciation on fixed assets, other than leased fixed assets, software, computers, mobiles and blackberries is

provided using the written down value at the rates prescribed in Schedule XIV to the Companies Act, 1956, on a pro-

rata basis. Computers, mobiles and blackberries are depreciated over a period of three years on straight line basis

The rates applied for all assets are equal to or higher than the rates based on the useful lives.

In case of fixed assets leased prior to April 1, 2001, depreciation is provided using the straight-line method at the

rates prescribed in Schedule XIV to the Companies Act, 1956, on a pro-rata basis, or amount worked out in the ratio

of lease rentals accrued as per the agreement to the lease rentals for the entire primary period of lease, whichever is

higher (on a cumulative basis). This method is followed in preference to the recommendations made by the Institute

of Chartered Accountants of India, in its Guidance Note, 'Accounting for Lease'. This Guidance Note is

recommendatory in nature.

The leasehold Improvements have been written off over the balance period of lease.

Software is amortized over a period of 3 years on a straight line basis.

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment

based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset

exceeds its recoverable amount. The recoverable amount is the greater of the asset's net selling price and value in

use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted

average cost of capital.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life

Investments include equity shares, preference shares, debt instruments and units of mutual funds, which are

intended to be held to maturity or for a period of not less than one year are classified as long term investments. All

other investments are classified as Current investments.

Long-term investments are carried at cost arrived at on a weighted average basis and are stated net of provision.

Cost comprises purchase price, brokerage and stamp duty. Appropriate provision is made for, other than temporary

diminution in the value of investments.

Securities acquired and held, principally for the purpose of selling them in the near term, are classified as stock-in-

trade.

Quoted securities are valued at lower of cost and market value. Unquoted equity shares are valued at the lower of

cost and break-up value. Unquoted debt instruments are valued in accordance with the valuation guidelines issued

by the Fixed Income Money Market and Derivatives Association of India (FIMMDA). Accordingly, stock of

government dated securities, corporate/FI debentures/bonds are valued at lower of cost or market/fair value.

Notes to Financial Statements for the year ended 31st March 2013


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


Appropriate provisions, as prescribed by Non-Banking Financial Companies Prudential Norms (Reserve Bank)

Directions, 1998 are made for non-performing debt instruments. The discount, if any, is amortised over the holding

period of the instrument based on the original yields for the residual maturities and the carrying value of the

instrument is adjusted correspondingly. Units of mutual fund are valued at lower of cost and net asset value.

Cost comprises purchase price, brokerage, stamp duty and any premium, if paid and is computed on weighted

average basis. The market value is the price at which the securities are traded in the market. In the absence of such

market price, the market value is derived based on market related spreads over the Government benchmark curve, as

specified in FIMMDA guidelines, for applicable securities.

Revenue is recognized to the extent that it is probable that economic benefits will flow to the Company and revenue

can be easily measured.

Fee based Income:

nIssue management and advisory fees are recognised as per the terms of the agreement with the client, net of

pass- through.

nFees for private placement are recognised on completion of assignment.

Income from securities:

n? Gains and losses on the sale of securities are recognised on trade date.

nDividend is accounted on an accrual basis where the right to receive the dividend is established.

nInterest is recognised on a time proportion basis taking into account the amount outstanding and the rate

applicable except interest in respect of non-performing/doubtful assets which is recognised on cash basis.

Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the

exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms

of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the

transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a

foreign currency are reported using the exchange rates that existed when the values were determined.

Exchange Differences

Exchange differences arising on the settlement of monetary items or on the reporting date due to rates different

from those at which they were initially recorded during the year, or reported in previous financial statements, are

recognised as income or as expenses in the year in which they arise except those arising from investments in non-

integral operations.

Retirement benefits to employees comprise gratuity, superannuation, provident fund and pension fund. The

Company's employees are covered under the employees' gratuity scheme and superannuation scheme established

by the Life Insurance Corporation of India ('LIC').

Retirement benefits in the form of Provident Fund and Superannuation Fund are a defined contribution scheme and

the contributions are charged to the Profit and Loss Account of the year when the contributions to the respective

funds are due. There are no other obligations other than the contribution payable to the respective trusts.

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected

unit credit method made at the end of each financial year.

Short term compensated absences are provided for on based on estimates. Long term compensated absences are

provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method made

at the end of each financial year.

Actuarial gains/losses are immediately taken to profit and loss account and are not deferred.

Tax expense comprises current and deferred taxes. Current income tax is measured at the amount expected to be

paid to the tax authorities in accordance with the Income Tax Act. Deferred income taxes reflect the impact of current

h) Revenue recognition

i) Foreign currency transactions

j) Retirement and other employee benefits

k) Income taxes




year timing differences between taxable income and accounting income for the year and reversal of timing

differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance

sheet date. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient

future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets are

recognised on carry forward of unabsorbed depreciation and tax losses only if there is virtual certainty supported by

convincing evidence that such deferred tax assets can be realised against future taxable profits.

At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises deferred tax

assets to the extent that it has become reasonably certain or virtually certain, as the case may be that sufficient future

taxable income will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company writes-down the

carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the

case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised.

Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may

be, that sufficient future taxable income will be available.

Basic and diluted earnings per share are reported in accordance with AS 20, “Earnings Per Share”. Basis earnings per

equity share has been computed by dividing net profit after tax by weighted average number of equity shares

outstanding for the year. Diluted earnings per equity share have been computed using the weighted average

number of equity shares and dilutive potential equity shares outstanding during the year.

A provision is recognised when an enterprise has a present obligation as a result of a past event and it is probable

that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be

made. Provisions are not discounted to the present value and are determined based on the best estimate required to

settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect

the current best estimates.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of

which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly

within the control of the company or when there is a present obligation that arises from past events where it is either

not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be

made.

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased term, are

classified as operating leases. Operating lease payments are recognised as an expense in the profit and loss account

on a straight line basis over the lease term.

The Company's primary segments are businesses, which are organised around the following service lines:

n Fee-based segment provides merchant banking and advisory services like issue management, underwriting,

arrangement, project advisory & structured finance.

nFund-based segment undertakes deployment of funds in leasing / hire purchase and dealing in various

securities.

nOther' segment includes fee income and other corporate income and expenses, which are either not allocable to

any specific business segment or not material enough to warrant a separate disclosure as a reportable

segment.

nThe risk and returns of the business of the Company is neither associated with geographical segmentation nor

are the clients of the Company grouped geographically. Hence there is no secondary segment reporting based

on geographical segment. Common costs identifiable with each segment have been allocated, based on the

relative utilisation of such benefits by each segment, out of the total costs.

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term investments with

an original maturity of three months or less.

l) Earnings per share

m) Provisions & Contingent Liabilities

n) Operating Lease

o) Segment information – basis of preparation

p) Cash and Cash equivalents



SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



NOTE - 2.1

SHARE CAPITAL

Authorised

Issued, subscribed and paid up

NOTE - 2.2

RESERVES AND SURPLUS

Securities premium Account

General reserve

Closing Balance

Surplus/(deficit) in the statement of profit and loss

Net Surplus in the statement of profit and loss

TOTAL RESERVES AND SURPLUS

NOTE - 2.3

Other Long Term Liabilities

100,000,000 (2012: 100,000,000) Equity shares of Rs.10/- each 10,000 10,000

1,000,000 (2012: 1,000,000) Redeemable preference shares of Rs. 100/- each 1,000 1,000

11,000 11,000

58,033,711 (2012: 58,033,711)

Equity shares of Rs.10/- each fully paid up 5,803 5,803

The Company is wholly owned subsidiary of State Bank of India ('SBI') along with its nominees and shareholders are

eligible for one vote per share held.

There has been no movement in the number of shares outstanding at the beginning of the period and at the end of

period, consequently the reconciliation of the number of the shares outstanding at the beginning and at the end of

the reporting period is not applicable.

6,347 6,347

Balance as per the last financial statements 27,987 25,477

Add : amount transferred from surplus balance in the

statement of profit and loss 2,960 2,510

30,947 27,987

Balance as per the last financial statements 36,982 27,884

Profit for the year 29,600 25,098

Less : Appropriations

Interim dividend 15,089 11,607

Dividend distribution tax 2,448 1,883

Transfer to general reserve 2,960 2,510

Total Appropriations 20,497 16,000

46,085 36,982

83,379 71,316

Trade Payables other than dues to Micro, Medium and

Small Enterprises 11 483

Lease Deposits 248 248

259 731

As at 31st

March-12

As at 31st

March-13

2. OTHER NOTES



Notes to Financial Statements for the year ended 31st March 2013 (contd.)

NOTE - 2.4

PROVISIONS

Provision for employee benefits

Other provisions

NOTE - 2.5

Trade Payables

NOTE - 2.6

Other Current Liabilities

Long-term Short-term

Provision for gratuity 282 204 - -

Provision for compensated absences 631 475 75 58

Provision for dividend distribution tax - - 2,448 1,883

913 679 2,523 1,941

Trade Payables of Micro, Medium and Small Enterprises - -

Trade Payables other than Micro, Medium and

Small Enterprises 1,853 3,285

1,853 3,285

Bonus payable 2,030 2,241

Advance received from customers 36 16

TDS Payable 85 671

Professional Tax Payable 1 -

2,152 2,928

As at 31st

March-12

As at 31st

March-13

As at 31st

March-13

As at 31st

March-13


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



Le

ased

Ass

ets

Bala

nce

As

at

1st

Ap

ril 1

1

1

,60

0 5

96

5

31

25

234

-

4,0

20

133

7,1

66

Ad

dit

ion

s

-

1

74

51

7

111

55

-23

385

Ded

uct

ion

s/Tr

an

sfers

- 1

17

3

83

36

--

0194

Bala

nce

As

at

31

st M

ar

12

1

,60

0 6

53

5

44

29

039

55

4,0

20

156

7,3

57

Bala

nce

As

at

1st

Ap

ril 1

1

1,0

76

4

70

3

68

13

428

-4,0

20

54

6,1

50

Ad

dit

ion

s

2

6 9

4

33

35

411

-38

240

Ded

uct

ion

s/Tr

an

sfers

- 1

14

2

32

56

--

-168

Bala

nce

As

at

31

st M

ar

12

1

,10

2 4

50

3

78

14

326

11

4,0

20

92

6,2

22

4

98

2

03

1

66

14

713

44

-64

1,1

35

Bala

nce

As

at

1st

Ap

ril 1

2

1,6

00

6

53

5

44

29

039

55

4,0

20

156

7,3

57

Ad

dit

ion

s -

8

4

41

23

19

--

49

216

Ded

uct

ion

s/Tr

an

sfers

- 6

5

16

23

24

--

-128

Bala

nce

As

at

31

st M

arc

h 1

3

1

,60

0 6

72

56

9

29

034

55

4,0

20

205

7,4

45

Bala

nce

As

at

1st

Ap

ril 1

2

1

,10

2 4

50

3

78

14

326

11

4,0

20

92

6,2

22

Ad

dit

ion

s

2

5 1

12

5

23

43

15

-39

280

Ded

uct

ion

s/Tr

an

sfers

- 4

9

13

15

14

--

-91

Bala

nce

As

at

31

st M

arc

h 1

3

1,1

27

5

13

4

17

16

215

26

4,0

20

131

6,4

11

4

73

1

59

1

52

12

819

29

-74

1,0

34

No

te :

I. B

uild

ing

in

clu

des

cost

of

15 s

hare

s o

f Rs.

10

0/-

each

held

by

the C

om

pan

y in

a c

o-o

pera

tive

ho

usi

ng

so

ciety

.

GR

OS

S B

LO

CK

AC

CU

MU

LA

TED

DEP

REC

IATIO

N /

AM

OR

TIS

ATIO

N

NET B

LO

CK

As

at

31st

Mar

12

GR

OS

S B

LO

CK

AC

CU

MU

LA

TED

DEP

REC

IATIO

N /

AM

OR

TIS

ATIO

N

NET B

LO

CK

As

at

31st

Marc

h 1

3

NO

TE -

2.7

Bu

ildin

g(R

efe

rN

ote

I)

Co

mp

ute

rsFu

rnit

ure

& F

ixtu

res

INTA

NG

IBLE

ASSETS

TAN

GIB

LE A

SSETS

Tota

lSo

ftw

are

Plan

t,M

ach

iner

y&

Equ

ipm

ents

Leas

eho

ldIm

prov

emen

tV

eh

icle

sO

ffic

eEq

uip

men

ts




NOTE - 2.8

NON-CURRENT INVESTMENTS Other investments

(Long term, non trade, at cost unless otherwise stated)

Investment in Equity Instruments (quoted)

Sub-total

Bonds (quoted)

Sub-total

Total quoted investments

Other InvestmentsInvestment in Equity Instruments (unquoted)

Sub-total

2,40,000 (2012: 2,40,000) shares of Re.1/- each 173 197

fully paid in Indian Hotels Ltd

At cost less provision other than temporary diminution in

value Rs. 139 (2012: Rs.115))

1,12,500 (2012:1,12,500) shares of Rs.10/- each 345 345

fully paid in Hindustan Petroleum Corp. Ltd.

(At cost less provision other than temporary diminution in

value Rs. 70 (2012: Rs.70))

2,00,000 (2012: 2,00,000) shares of Rs.10/- each 265 265

fully paid in Gateway Distriparks Ltd.


value Rs. 29(2012: Rs.29))

Nil (2012: 21,120) shares of Re.1/- each - - fully paid in Penta Media Graphics Ltd

At cost less provision other than temporary diminution in

value Nil (2012: Rs. 343))

783 807

5,000 (2012 :5,000) 6.85% tax free bonds of India Infrastructure Finance 5,000 5,000

Co. Ltd of Rs. 1,00,000/- each fully paid

54,876 ( 2012 : 54,876) 8.20% bonds of National Highway Authority 549 549

of India Ltd (Taxfree) of Rs. 1,000/- each fully paid

71,197( 2012 : 71,197) bonds of 8.20% Power Finance Corp 712 712

Ltd (Taxfree) of Rs. 1,000/- each fully paid

3,04,510 (2012 : 3,04,510) 8.10% bonds of India Railways Finance 3,045 3,045

Corp. Ltd (Taxfree) of Rs. 1,000/- each fully paid

1,00,000 ( 2012 : Nil ) bonds of 7.38% Rural Electrification Corp Ltd 1,000 -

(Taxfree) of Rs. 1,000/- each fully paid

1,00,000 ( 2012 : Nil ) bonds of 7.34 % Indian Railways Finance Corp. Ltd 1,000 -

(Taxfree) of Rs. 1,000/- each fully paid

11,306 9,306

12,089 10,113

19,50,000 (2012: 19,50,000) shares of Rs.10/- each 341 341

fully paid in National Stock Exchange of India Ltd

10,32,500 (2012: 10,32,500) shares of Rs.10/- each *- *-

fully paid in SBI Home Finance Ltd


value Rs. 103(2012: Rs.103))

11,00,000 (2012: 11,00,000) shares of Rs.10/- each 110 110

fully paid in OTC Exchange of India

5,35,768 (2012: 5,35,768) shares of Rs.10/- each 54 54

fully paid in Investor Services of India Ltd

10,00,000 (2012: 10,00,000) shares of Rs.39.63/- each 396 396

fully paid in ONGC Mittal Energy Ltd

901 901

As at 31st

March-13

As at 31st

March-12


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



Investment in Equity Instruments - Associates (unquoted)

Sub-total

Investment in Equity Instruments - wholly owned subsidiaries (unquoted)

Sub-total

Other InvestmentsInvestment in Bonds (unquoted)

Sub-total

Investment in Mutual Funds (unquoted)

Sub-total

Total unquoted investments

Total investments

Current Investments (bonds maturing within 12 months)

Non- current Investments

Aggregate of quoted investments:

(i) Cost

(ii) Market Value

(iii) Book Value

Aggregate of unquoted investments:

(i) Cost

(ii) Book Value

Aggegrate of provision for diminution in value of investments

6,81,818 (2012: 6,81,818) shares of Rs. 110/- each 750 750

fully paid in SBI DFHI Ltd (formerly SBI Gilts Ltd)

(Percentage holding in the Company is 3.12%)

60,00,000 (2012: 10,00,000) shares of Rs. 10/- each 601 101

fully paid in SBI Pension Funds Pvt. Ltd

(Percentage holding in the Company is 20% (2012 : 5%))

1,351 851

6,56,25,000 (2012: 5,00,00,000) shares of Rs. 10/- each 7,500 5,000

fully paid in SBICAP Securities Ltd

2,00,000 (2012: 2,00,000) shares of GBP 1 (Rs.85.93) each 172 172

fully paid in SBICAP UK Ltd

10,00,000 (2012: 5,00,000) shares of Rs. 10/- each 5 5

fully paid in SBICAP Trustee Co. Ltd

(5,00,000 Bonus shares issued during the year (2012: 4,50,000))

41,62,000 (2012: 41,62,000) shares of Rs. 10/- each 416 416

fully paid in SBICAP Ventures Ltd

20,00,000 (2012: 3,00,000) shares of SGD 1 (Rs. 43.45) each 869 118

fully paid in SBICAP Singapore Ltd

8,962 5,711

Nil (2012 :2,500 ) 6.70% tax free bonds of India Railways Finance - 2,500

Corp. Ltd of Rs. 1,00,000/- each fully paid

- 2,500

28,28,854 (2012: 28,28,854) units of Rs. 10/- each 695 714

fully paid SBI Magnum Balanced Fund Dividend Payout


value Rs. 305(2012: Rs.287))

35,39,410 (2012: 35,39,410) units of Rs. 10/- each 642 753

fully paid FT India Balance Fund Dividend Payout


value Rs. 358(2012:Rs.247))

1,00,00,000 (2012: 1,00,00,000) units of Rs. 10/- each 881 1,000

fully paid SBI PSU Fund Growth


value Rs. 119 (2012: Nil))

2,218 2,467

13,432 12,430

25,521 22,543

5,000 -

20,521 22,543

12,328 10,671

12,426 10,131

12,089 10,113

14,317 13,065

13,432 12,430

* Fully provided for. 1,123 1,194

As at 31st

March-12

As at 31st

March-13



Notes to Financial Statements forthe year ended 31st March 2013 (contd.)

NOTE - 2.9

LOANS AND ADVANCES

Security Deposits

Loans and advances to related parties

Advances recoverable in cash or in kind or for value to be received

Other loans and advances

Total

(Unsecured and considered good unless otherwise stated)

562 666 17 10

- - 16 19

Considered good 130 156 15 30

Considered doubtful - - - -

130 156 15 30

Less: Provision for doubtful advances - - - -

130 156 15 30

Advance tax and tax deducted at source [net of provision for income-tax Rs 81,665 (2012: Rs.68,565)] 4,977 5,732 - -

Advance tax FBT [net of provision for FBT Rs 184

(2012: Rs.184)] - - - -

Advance interest tax [net of provision for interest tax Rs 139

(2012: Rs 139)] 152 152 - -

Prepaid Expenses 3 2 86 64

Loans to Employees 1 2 24 20

Balances with statutory/Government authorities 36 35 180 9

5,861 6,745 338 152

As at 31st

March-12

As at 31st

March-12

As at 31st

March-13

As at 31st

March-13

Non-current current


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



NOTE - 2.10

Trade Receivables

Total

NOTE - 2.11

Other Assets

Unsecured, considered good unless stated otherwise

Debts outstanding for a period exceeding

six months from the date they

are due for payment 19 19 8,550 247

Other debts - - 16,783 12,771 19 19 25,333 13,018

Considered doubtful

Debts outstanding for a period exceeding

six months from the date they

are due for payment 121 121 541 136

Other debts - - - -

121 121 541 136

Less: Provision for doubtful debts 121 121 541 136

19 19 25,333 13,018

Non-current current


Non-current Bank Balances - 297 - -

Others

Interest accrued on fixed deposits - 9 626 1,013

Interest accrued on investments - - 257 186

Interest Accrued - Downselling - - 291 -

- 306 1,174 1,199

Non-current current

As at 31st

March-12

As at 31st

March-12

As at 31st

March-13

As at 31st

March-13




NOTE - 2.12

STOCK-IN-TRADE

Investment in Equity Instruments (quoted)

Sub-total

Stock in trade for Downselling (quoted)

Sub-total

Total quoted stock-in-trade

Investment in Equity Instruments (unquoted)

Sub-total

Preference Shares (unquoted)

Sub-total

Nil (2012: 14,849) shares of Rs.10/- each - 5

fully paid in GKB Opthalmics Ltd

(At cost less provision Rs. Nil (2012: Nil))

- 5

400 (2012:Nil) 8.87% Power Finance Corp. Ltd series FV Rs.10,00,000/- each 4,000 -

(At cost less provision for temporary diminution in value Rs. Nil(2012: Nil))

250 (2012:Nil) 10.38% Jindal Saw Ltd. 9 yrs series-1 Debentures of FV Rs.10,00,000/- each 2,500 -

(At cost less provision for temporary diminution in value Rs. Nil (2012: Nil))

250 (2012:Nil) 10.38% Jindal Saw Ltd. 9 yrs series-2 Debentures of FV Rs.10,00,000/- each 2,500 -


30(2012:Nil) 8.90% Power Finance Corp Bonds FV Rs.10,00,000/- each 300 -






10(2012:Nil) 8.80% Food Corp of India Bonds FV Rs.10,00,000/- each 100 -


350(2012:Nil) 9.70% Deepak Ferlilizers and Petrochemicals Corp Bonds FV Rs.10,00,000/- each 3,500 -


50(2012:Nil) 9.71% Deepak Ferlilizers and Petrochemicals Corp Bonds FV Rs.10,00,000/- each 500 -


550(2012:Nil) 8.85% Chennai Petrochemicals Corp Bonds FV Rs.10,00,000/- each 5,500 -


3 (2012:Nil) 7.41% India Infrastructure Finance Corp. Ltd series IV-C 20 year 30 -

Taxfree Bonds FV Rs. 10 lac each


19,530 -

19,530 5

15,400 (2012: 15,400) shares of Rs.10/- each fully *- *-

paid in Cremica Agro Foods Ltd

(At cost less provision for Rs. 3 (2012: 3))

- -

1,40,000 (2012: 1,40,000) 0.0001% shares of Rs.10/- each fully *- *-

paid in Pasupati Fabrics Ltd

(At cost less provision Rs. 14 (2012: 14))

- -

As at 31st

March-12

As at 31st

March-13


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



Mutual Funds (unquoted)

Sub-total

Total unquoted stock-in-trade

Total stock-in-trade

Aggregate of quoted stock-in-trade:

(i) Cost

(ii) Market/realisable value

(iii) Book Value

Aggregate of unquoted stock-in-trade:

(i) Cost

(iii) Book Value

Aggegrate provision for diminution in value of investments

Nil (2012: 19,20,891) Units of Birla Sunlife Fund -Cash Plan - 1,925

Institutional Premium Plan Daily Dividend

Nil (2012: 9,62,36,356) Units of Reliance Liquidity Fund - 9,628

Daily Dividend

Nil (2012: 1,88,15,731) Units of HDFC Cash Management Fund Savings Plan - 2,001

Daily Dividend

Nil (2012: 4,85,575) Units of Templeton India TMA Super IP Daily Dividend - 4,859

Reinvestment

- 18,413

- 18,413

19,530 18,418

19,530 5

19,666 4

19,530 5

17 18,430

- 18,413

17 17

* Fully provided for.

As at 31st

March-12

As at 31st

March-13




NOTE - 2.13

CASH AND BANK BALANCES

Cash and cash equivalents

Non-current current

On Current Accounts - - 414 1,363

Deposits with original maturity of less than three months - - 3,750 1,800

Cheques / drafts on hand - - 34 108

Cash on hand - -

Other Bank Balances

Deposits with original maturity of more than twelve months - 297 11,561 19,024

Deposits with original maturity of more than three months

but less than twelve months - - 1,014 396 Margin money deposit - - 1 20

Less : Amount disclosed under non-current assets - (297) - -

- - 16,774 22,711

Note :

Deposit accounts amounting to Rs.1 (2012 :Rs.20) are with scheduled banks towards the cash margin for various

guarantees issued by banks on behalf of the Company.

As at 31st

March-12

As at 31st

March-12

As at 31st

March-13

As at 31st

March-13


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



For The Year Ended

31st March-2013

For The Year Ended

31st March-2012



NOTE - 2.14

REVENUE FROM OPERATIONS Merchant Banking and Advisory Fees

Sub-total

Other Operations (Income from Securities)

Sub-total

NOTE - 2.15

OTHER INCOME

NOTE - 2.16

EMPLOYEE BENEFIT EXPENSES

Issue management 1,298 904

Underwriting commission - 1

Arranger's fees 670 1,051

Advisory fees 47,156 41,810

49,124 43,766

Interest Income 1,636 698

Profit/(loss) on sale of investments (net) (84) (7)

Trading profits/(loss) on stock-in-trade (net) 96 (35)

Dividend 2,034 1,843

3,682 2,499

52,806 46,265

Profit on sale of fixed assets (net) 1 -

Rental income 305 305

Bad debts recovered 15 1

Foreign exchange fluctuation (net) - 14

Interest on deposit with Banks 1,772 2,270

Others 25 162

Write-back of provision on:

Investments - 7

Doubtful debts 53 57

2,171 2,816

Salaries, wages and bonus 6,671 6,827

Contribution to provident and pension funds 258 237

Contribution to Gratuity 117 140

Contribution to Superannuation 198 153

Compensated Absences 174 279

Staff welfare 168 137

7,586 7,773


NOTE - 2.17

INTEREST EXPENSE

NOTE - 2.18

OTHER EXPENSES

NOTE - 2.19

PROVISIONS (Expense)

Bank and others 1 -

1 -

Legal and professional fees 253 277

Conveyance and travelling 889 846

Rent 909 985

Rates and taxes 18 9

Royalty 590 505

Bad debts written off 203 233

Postage, telephone and telex 178 166

Advertisement 159 71

Printing and stationery 89 108

Electricity 138 107

Repairs and maintenance:

Building 69 99

Others 106 120

Insurance 70 68

Directors' sitting fees 6 2

Foreign exchange fluctuation, net 13 -

Loss on sale of fixed assets (net) - 10

Tax on perquisities 37 1

Office Maintenance 72 58

Training Charges 189 219

Membership and Subscription 208 118

Filing Fees and other Charges (Issues) 44 13

Miscellaneous expenses 300 210

4,540 4,225

Provision for:

Diminution in value of investments 273 229

Doubtful debts 458 128

731 357

For The Year Ended

31st March-2013

For The Year Ended

31st March-2012


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



For The Year Ended

31st March-2013

For The Year Ended

31st March-2012

NOTE - 2.20

Earnings per equity share (EPS)

II Nominal value per share (Rs.) 10 10

EPS has been calculated based on the net profit after taxation of Rs.29,600 (2012: Rs.25,098) and the weighted

average number of equity shares outstanding during the year of 5,803 (2012: 5,803).

Basic and diluted EPS has been computed by dividing net profit after tax by weighted average number of equity

shares outstanding during the year. There are no dilutive potential equity shares outstanding during the year.


March-13 March-12

Tax Assets/(Liabilities) due to temporary timing difference in

respect of:

Depreciation on fixed assets 81 114

Provision on Gratuity 91 66

Provision on compensated leave 229 173

Provision for doubtful debts 215 84

Carryforward of Losses 682 -

1,298 437

Less : Opening Deferred Tax Asset 437 525

861 (88)


March-13 March-12

(i) Claims against the Company not acknowledged as debts 443 845

(ii) Guarantees issued 1 20

(iii) Capital Commitments - 30

Based on the legal advice and favourable legal decisions by various authorities, no provision has been made in respect of

income tax demands aggregating to Rs.7,210 (2012: Rs.6,983) in excess of provision held. These demands have been

contested by the Company at various appellate authorities.

I Basic and diluted EPS (Rs.) 51.00 43.25

NOTE - 2.21

Deferred taxes

Deferred tax assets

Deferred tax assets

Deferred tax credit / (expense) for the year

NOTE - 2.22

CONTINGENT LIABILITIES AND COMMITMENTS

NOTE - 2.23




NOTE - 2.24

SUPPLEMENTARY PROFIT AND LOSS DATA

NOTE - 2.25

RELATED PARTIES

Name of the Party Relationship


(a) Managerial remuneration

(i) The Managing Director & Chief Executive Officer is on secondment from SBI and their remuneration,

which is in accordance with the service rules of SBI, has been charged in the books of accounts.

(ii) Remuneration to Managing Director & CEO

Salary and bonus 24 21

Contribution to provident and pension funds 1 1

Perquisites 12 8

37 30

As the future liability for Gratuity and Compensated leave absences is provided on actuarial basis for the Company

as a whole, the amount pertaining to the directors is not ascertainable and therefore not included above.

There is no commission payable to any director of the Company. Consequently, the computation of profits as

required under Section 349 of the Companies Act, 1956 has not been included.

(b) Payments to auditors (excluding service tax) (included in Legal and professional fees)

As auditors 12 12

For tax audit 1 1

For other matters 5 5

For out-of-pocket expenses 1 1

19 19

(c) Expenditure in foreign currency

Travel and other expenses 362 310

(d) Earnings in foreign currency

Advisory fees from overseas clients and reimbursement

of expenses 1,957 200

The following is the list of parties related due to control criteria as per AS-18, Related Party Disclosure:

State Bank of India Holding Company

The following is the list of parties related due to significant influence criteria as per AS-18 with whom the transactions have taken place during the year:

State Bank of Bikaner & Jaipur Fellow Subsidiary

State Bank of Hyderabad Fellow Subsidiary

State Bank of Mysore Fellow Subsidiary

State Bank of Patiala Fellow Subsidiary

State Bank of Travancore Fellow Subsidiary

SBI DFHI Limited Fellow Subsidiary

SBI Funds Management Pvt. Limited Fellow Subsidiary

SBI Life Insurance Company Limited Fellow Subsidiary

SBI Global Factors Ltd. Fellow Subsidiary

SBI Pension Funds Pvt. Ltd Fellow Subsidiary

SBI General Insurance Co Ltd Fellow Subsidiary

SBICAP Securities Limited Subsidiary

SBICAPS Ventures Limited Subsidiary

SBICAP Trustee Company Limited Subsidiary

SBICAP (UK) Limited Subsidiary

SBICAP Singapore Ltd Subsidiary

Shri S.Vishvanathan, Managing Director & Chief Executive Key Management Personnel

Officer upto 16th August 2012

Smt. Arundhati bhattacharya, Managing Director Key Management Personnel

& Chief Executive Officer

FOR THE YEAR ENDED

31st March-2013

FOR THE YEAR ENDED

31st March-2012


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



Expenses during the year ended

Income during the year ended

Deputation of Employees* 268 219 - - - -

State Bank of Hyderabad

Interest Expenses 1 - - - - -

Rent 45 37 - - - -

Bank & Other Charges 3 3 - - - -

SBI DFHI Limited - - - - - -

SBICAP Securities Ltd. - - - - - -

Legal & Professional Charges - - - - - -

SBICAP Securities Ltd. - - 35 - - -

Royalty Expense 590 505 - - - -

Insurance Mediclaim - - - - - -

SBI Life Insurance Company Limited - - - - 10 11

SBI General Insurance Co Ltd - - - - - -

Office Maintenance 1 - - - - -

Filing Fees & Other Charges - - - - - -


Issue Management Fees 10 10 - - - -

SBICAP Securities Ltd. - - 8 14 - -

State Bank of Hyderabad - - - - 8 -

State Bank of Bikaner & Jaipur - - - - - 15

SBI Funds Management Pvt. Ltd. - - - - 15 -

Private Placement Fees 1 22 - - - -


Advisory Fees 893 2,969 - - - -

SBICAP Securities Ltd. - - - 38 - -

SBI Global Factors Ltd - - - - 10 -

State Bank of Patiala - - - - 8 -

SBI Macquarie Infrastructure

Investment Pte Ltd - - - - - -

SBI Macquarie Infrastructure Trust - - - - - -

Bank Interest 618 686 - - - -

State Bank of Bikaner & Jaipur - - - - 195 159

State Bank of Patiala - - - - 134 186

State Bank of Travancore - - - - 332 413

Rent - - - - - -

SBI Funds Management Pvt. Ltd. - - - - 305 305

Dividend - - - - - -

SBI DFHI Limited - - - - 65 85

SBICAP Trustee Company Ltd. - - 10 5 - -

Miscellaneous Receipts - - - - - -

SBICAP Securities Ltd. - - - - - -

Profit & Loss on Sale of LTI - - - - - -

SBICAP Ventures Ltd - - - 21 - -

- - - - 6 10

Details of Transactions with the above related parties are as under :

ParticularsHolding Company

Mar-13 Mar-13

Subsidiaries Fellow Subsidiaries

Mar-12 Mar-12 Mar-13 Mar-12



Mar-13 Mar-13





Balance receivable as at

Balance payable as at

Others transactions during

the year ended

Debtors 28 370 - - - -

State Bank of Hyderabad


Cash at Bank 448 1,470 - - - -

Deposit with Bank 10,163 9,078 - - - -

State Bank of Bikaner & Jaipur - - - - 2,277 1,615

State Bank of Patiala - - - - 1,089 1,046

State Bank of Travancore - - - - 297 3,978

Loans & Advances 11 6 - - - -


SBICAP Trustee Company Ltd. - - - - - -

SBICAP UK Ltd - - - 10 - -

SBICAP Singapore Ltd - - 4 1 - -

SBI Life Insurance Company Limited - - - - - -

Other Current Assets 184 301 - - - -

State Bank of Patiala - - - - 76 46

State Bank of Travancore - - - - 38 191

State Bank of Bikaner & Jaipur - - - - 152 202

Investments - - - - - -

SBI Pension Funds Pvt. Ltd - - - - 601 101

SBI DFHI Limited - - - - 750 750

SBICAP Securities Ltd. - - 7,500 5,000 - -

SBICAP Ventures Ltd - - 416 416 - -

SBICAP Trustee Company Ltd. - - 5 5 - -

SBICAP UK Ltd - - 172 172 - -

SBICAP Singapore Ltd - - 869 118 - -

Creditors 598 2,089 - - - -


SBICAP UK Ltd - - 1 - - -

SBI Life Insurance Company Limited - - - - - -

Bank Overdraft - - - - - -

Dividend paid 15,089 11,607 - - - -

Fees Shared (netted from Income) - 11,982 - - - -

SBICAP Securities Ltd. - - 884 2,437 - -

SBI DFHI Limited - - - - - -

Expenses shared


Guarantees 1 20 - - - -

I. *Included in expenses relating to deputation of employees are amounts aggregating to Rs. 37 (2012: Rs. 30) pertaining to salaries paid to key management personnel.

- - - - 9 -



Mar-13 Mar-13

Subsidiaries Fellow Subsidiaries Associates of SBI

Mar-12 Mar-12 Mar-13 Mar-12 Mar-13 Mar-12



Mar-13 Mar-13



Notes to Financial Statements forthe year ended 31st March 2013


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED



Ext

ern

al sa

les

5

,45

2

4

,78

0

4

9,1

93

4

3,8

37

332

464

5

4,9

77

49,0

81

Inte

r-se

gm

en

t sa

les

--

--

--

--

5

,45

2

4

,78

0

4

9,1

93

4

3,8

37

332

464

5

4,9

77

49,0

81

Seg

men

t re

sult

5

,16

1

4

,52

0

4

2,1

25

3

7,2

28

332

464

4

7,6

17

4

2,2

12

Un

allo

cate

d R

eve

nu

e-

--

--

--

-

Un

allo

cate

d c

orp

ora

te e

xpen

ses

--

--

--

5,7

78

5,7

26

Op

era

tin

g p

rofi

t-

--

--

-

41,8

39

36,4

86

Inte

rest

exp

en

se-

--

--

--

-

Inco

me t

ax

--

--

--

1

2,2

39

1

1,3

88

Pro

fit

fro

m o

rdin

ary

act

ivit

ies

29,6

00

2

5,0

98

Ext

rao

rdin

ary

ite

m,

net

--

--

--

--

Net

pro

fit

--

--

--

2

9,6

00

2

5,0

98

Fu

nd

Base

d S

eg

men

t Fe

e B

ase

d S

eg

men

t

Co

rpo

rate

& O

thers

Co

nso

lidate

d

61

,93

3

2

5,5

63

1

3,0

63

-

-

84,3

90

7

4,9

96

--

--

--

1

2,4

92

1

1,6

87

--

--

--

9

6,8

82

8

6,6

83

--

--

--

7,1

10

7,0

08

--

--

--

7,7

00

9,5

64

--

--

--

2

16

385

--

--

--

2

80

240

Iden

tifi

cati

on

of

dir

ect

co

st t

o e

ach

seg

men

t, a

lloca

tio

n o

f co

mm

on

co

st a

nd

un

allo

cab

le c

ost

are

base

d o

n m

an

ag

em

en

t's

jud

gm

en

t.

REV

EN

UE

Tota

l re

ven

ue

RESU

LT

31

-Mar-

13

31

-Mar-

12

31

-Mar-

13

31

-Mar-

12

31-M

ar-

13

31-M

ar-

12

31-M

ar-

13

31-M

ar-

12

Seg

men

t ass

ets

58

,82

7

Un

allo

cate

d

corp

ora

te a

ssets

Tota

l ass

ets

Seg

men

t lia

bili

ties

88

58

22

,54

8-

-589

2,5

56

Un

allo

cate

d c

orp

ora

te lia

bili

ties

Tota

l lia

bili

ties

Cap

ital exp

en

dit

ure

s

Dep

reci

ati

on

As

at

Fun

d B

ase

d S

eg

men

tFe

e B

ase

d S

eg

men

tC

orp

ora

te &

Oth

ers

Co

nso

lid

ate

d

For

the y

ear

en

din

g3

1-M

ar-

13

31

-Mar-

12

31

-Mar-

13

31

-Mar-

12

31-M

ar-

13

31-M

ar-

12

31-M

ar-

13

31-M

ar-

12

NO

TE -

2.2

6

SEG

MEN

TAL

REPO

RTIN

G




NOTE - 2.27

Gratuity and other post-employment benefit plans: (AS 15 120(b))

Profit and Loss account

Net employee benefit expense (recognised in Employee Cost)

Balance sheet

Details of Provision for gratuity

Changes in the present value of the defined benefit obligation are as follows:

Closing defined benefit obligation

Changes in the fair value of plan assets are as follows:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service

gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is

funded with an insurance company in the form of a qualifying insurance policy.

The following tables summarise the components of net benefit expense recognised in the profit and loss account

and the funded status and amounts recognised in the balance sheet for the respective plans.

[AS15 Revised ( c) (i) to (x)]

Current service cost 77 61

Interest cost on benefit obligation 45 31

Expected return on plan assets (21) (18)

Net actuarial( gain) / loss recognised in the year 15 66

Past service cost - -

Net benefit expense 117 140

Actual return on plan assets 23 18

Defined benefit obligation 593 464

Fair value of plan assets (312) (260)

Less: Unrecognised past service cost - -

Plan asset / (liability) (281) (204)

[AS15 Revised 120(e) (i) to (viii)]

Opening defined benefit obligation 464 341

Interest cost 45 31

Current service cost 77 61

Benefits paid (11) (35)

Actuarial (gains) / losses on obligation 18 66

Past Service Cost - -

593 464

Opening fair value of plan assets 260 225

Expected return 21 18

Contributions by employer 39 51

Benefits paid (11) (35)

Actuarial gains / (losses) 3 1

Closing fair value of plan assets 312 260

The Company expects to contribute Rs.60 (2012-13: Rs. 60) to gratuity in 2013-14.

Gratuity

20122013

Gratuity

20122013

Gratuity

20122013

Gratuity

20122013


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


20122013

The major categories of plan assets as a percentage of the fair value of total plan assets are as

follows:

The principal assumptions used in determining gratuity for the Company’s plans are shown below:

Amounts for the current and previous period are as follows:

[AS15 Revised Para (h)]

% %

Investments with insurer 100 100

{AS15 Revised 120 (l) (i) to (v)}

% %

Discount rate 8.20 8.20

Expected rate of return on assets 7.50 7.50

Employee turnover Age (Years) 21-44 8% 8%

Age (Years) 45-57 3% 3%

Healthcare cost increase rate N.A. N.A.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,

promotion and other relevant factors, such as supply and demand in the employment market.

[AS15 Revised 120(n)]

Defined benefit obligation 593 464

Plan assets 312 260

Surplus / (deficit) (281) (204)

Experience adjustments on plan liabilities (6) 2

Experience adjustments on plan assets 3 1

Gratuity20122013

Gratuity

20122013

Gratuity

20122013





NOTE - 2.28

Details of transactions under Stock-in-Trade during the period 1st April, 2012 to 31st March, 2013 (Figures relating to financial year 2011-12 are indicated in bracket)

Pre

fere

nce

Sh

are

s

1

40

,00

0

*--

--

--

-140,0

00

*-

(14

0,0

00

)

*-

(-

)

(-)

(-)

(-)

(-)

(-)

(140,0

00)

*-

Eq

uit

y Sh

are

s

3

0,3

49

5

--

-

-

1

4,8

49

5

15,5

00

-

(1,5

97

,31

0)

(5

) (

-)

(-)

(

-)

(-)

(1,5

66,9

61)

(192)

(30,3

49)

(5)

Un

its

of

Mu

tual Fu

nd

1

17,4

58,5

53

1

8,4

13

3

77

,28

4,4

14

1

72

,79

9

(31

,44

4,7

58

)-

4

63,2

98,2

10

191,2

13

0

.00

(77

,18

0,9

04

) (

8,5

20

) (4

67

,59

4,0

18

) (

92

,08

0)

(-6

7545397.7

69)

-

(359,7

70,9

71)

(

82,1

86)

(

117,4

58,5

53)

(18,4

13)

Sto

ck in

Tra

de f

or

Do

wn

selli

ng

--

92

0,8

22

1

25

,92

0-

-

9

18,9

29

106,4

82

1,8

93

19,5

30

(

-)

(-)

(2,1

53

) (2

6,6

36

)(-

) (-

)

(2,1

53)

(

26,5

89)

(-)

(-)

Co

mm

erc

ial Pap

er

--

5

00

2

,44

9-

-

500

2,4

49

--

18

,41

83

01

,16

8

300,1

49

19,5

30

(

8,5

25

) (

92

,08

0)

(82,3

78)

(18,4

18)

Sto

ck-I

n-T

rad

e

Tota

l

Op

en

ing

Sto

ckA

dd

itio

nal Pu

rch

ase

sA

dju

stm

en

ts**

Clo

sin

g S

tock

Sale

s/Red

em

pti

on

No

s.A

mt.

No

s.A

mt.

No

s.A

mt.

No

s.A

mt.

No

s.A

mt.

* Fu

ll p

rovi

ded

fo

r **

Ad

just

men

t sh

ow

n is

on

acc

ou

nt

of

chan

ge in

F.V

of

un

its

of

Mu

tual Fu

nd

Part

icu

lars


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


NOTE - 2.29

NOTE - 2.30

NOTE - 2.31

NOTE - 2.32

PRIOR YEAR COMPARATIVES

Based on information available with the Company, there are no suppliers who are registered as micro, small or medium

enterprise under "The Micro, Small and Medium Enterprise Development Act, 2006" as at March 31, 2013

The Company has cheques in hand aggregating Rs. 34 (2012: Rs. 108), which have been included in the respective bank

accounts.

Office premises obtained on operating lease are cancellable and no restrictions are imposed by the lease agreement,

hence no disclosure is required. Lease rent paid during the year is disclosed in Note 2.18 to the Financial Statements.

The financial statements for the year have been presented as per the Revised Schedule VI. The figures of the previous

year have been regrouped/reclassified as appropriate, to correspond with those of the current year.









Mumbai

April 26, 2013


Statement Pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies

SB

ICA

P

Sin

gap

ore

Ltd

.

GB

PSin

gap

ore

Do

llars

1.

Th

e f

inan

cial ye

ar

of

the S

ub

sid

iary

Co

mp

an

y en

ded

on

Marc

h 3

1, 2

01

3M

arc

h 3

1, 2

01

3M

arc

h 3

1,

2013

Marc

h 3

1,

2013

Marc

h 3

1,

2013

(a)

Nu

mb

er

of

Eq

uit

y Sh

are

s h

eld

by

SB

I C

ap

ital M

ark

ets

6,5

6,2

5,0

00

Eq

uit

y 4

1,6

2,0

00

Eq

uit

y10,0

0,0

00 E

qu

ity

200,0

00 O

rdin

ary

20,0

0,0

00 O

rdin

ary

Lim

ited

an

d/o

r it

s n

om

inees

in t

he S

ub

sid

iary

as

on

Sh

are

s o

f Rs.

10

/-Sh

are

s o

f Rs.

10

/-Sh

are

s o

f Rs.

10/-

Sh

are

s o

f G

BP 1

/-

Sh

are

s o

f Sin

gap

ore

Marc

h 3

1,

2013

each

Fu

lly P

aid

-up

each

Fu

lly P

aid

-up

each

Fu

lly P

aid

-up

each

Fu

lly P

aid

-up

Do

llars

1/-

each

Fully

Paid

-up

(b)

Ext

en

t o

f in

tere

st o

f S

BI C

ap

ital M

ark

ets

Lim

ited

in

1

00

%1

00

%100%

100%

100%

the C

ap

ital o

f th

e S

ub

sid

iary

2.

Net

ag

gre

gate

am

ou

nt

of

Pro

fits

/Lo

sses

of

the S

ub

sid

iary

so

far

as

it c

on

cern

s th

e M

em

bers

of

SB

I C

ap

ital M

ark

ets

Lim

ited

an

d is

no

t d

ealt

wit

h in

th

e A

cco

un

ts o

f

SB

I C

ap

ital M

ark

ets

Lim

ited

(a)

Pro

fits

of

the S

ub

sid

iary

fo

rth

e f

inan

cial ye

ar

en

ded

on

2

42

3

5

752

1,1

64,3

37

(691,1

99)

Marc

h 3

1,

2013

(b)

Pro

fits

fo

r th

e p

revi

ou

s fi

nan

cial ye

ars

of

the S

ub

sid

iary

2

,89

9

23

1,0

86

1,2

62,1

29

(2

49,1

49)

sin

ce it

beca

me S

ub

sid

iary

of

SB

I C

ap

ital M

ark

ets

Lim

ited

3.

Net

ag

gre

gate

am

ou

nt

of

Pro

fits

/Lo

sses

of

the S

ub

sid

iary

so f

ar

as

dealt

wit

h o

r p

rovi

sio

ns

mad

e f

or

tho

se lo

sses

in

the A

cco

un

ts o

f SB

I C

ap

ital M

ark

ets

Lim

ited

(a)

Pro

fits

of

the S

ub

sid

iary

fo

r th

e f

inan

cial ye

ar

en

ded

on

Marc

h 3

1,

2013

--

--

-

(b)

Pro

fits

fo

r th

e p

revi

ou

s fi

nan

cial ye

ars

of

the S

ub

sid

iary

sin

ce it

beca

me S

ub

sid

iary

of

SB

I C

ap

ital M

ark

ets

Lim

ited

--

--

-

Sr.

No

.N

am

e o

f th

e S

ub

sid

iary

Co

mp

an

y

SB

ICA

P

Secu

riti

es

Ltd

.SB

ICA

P

Ven

ture

s Lt

d.

SB

ICA

P T

rust

ee

Co

mp

an

yLt

d.

SB

ICA

P U

K L

td.

For

an

d o

n b

eh

alf

of

Bo

ard

of

Dir

ect

ors

Pra

tip

Ch

au

dh

uri

Aru

nd

hati

Bh

att

ach

ary

aN

ilesh

N. Sh

ah

Ch

air

man

M

an

ag

ing

Dir

ecto

r &

CEO

C

om

pan

y S

ecre

tary

Mu

mb

ai

Ap

ril 2

6,

2013


SB

I C

APIT

AL

MA

RK

ETS L

IMIT

ED


SBICAP SECURITIES LIMITED



To,

The Members,

Your Directors have pleasure in presenting the 8th Annual Report together with the Profit and Loss Account for the year

ended 31st March 2013 and the Balance Sheet as on that date.

Performance Highlights (Rs. in Crs.)

Year ended March 31 2012 2013

Gross Income 87.24 69.60

Profit before provisions, Depreciation, Interest and Tax 8.27 5.66

Provisions 0.45 0.31

Depreciation 1.67 1.41

Interest - -

Profit/(Loss)before tax 6.15 3.69

Profit/(Loss)after tax 4.03 2.42

Equity Share Capital 50.00 65.63

Reserves 29.29 41.09

Debt Funds - -

Earnings per share (Rs.) 0.81 0.38

Return on Equity (%) 5.08 2.27

Dividend per share (Rs.) - -

Book Value per share (Rs.) 15.86 16.26

Operating Results

Financial Position

Other Selected Data

I. Market Environment:

II. Operations:

The Market sentiments across the globe swung widely during the year from high levels of optimism to deepening despair

over still faltering economic activity. The first six months of the financial saw depressed market sentiments and poor flows

in the equity markets. The sentiments improved after September on the back of unprecedented monetary stimuli by

central banks of advanced economies and relative success of the European Union in containing the euro zone debt crisis.

In India also, the slew of reforms initiated by the government in the II half of the year lifted the overall sentiments and the

broader indices, Nifty and Sensex hit a two years high of 6101.30 & 20203.66 on 22nd January 2013 & 29th Jan 2013

respectively. However, inflation, deteriorating Rupee, widening fiscal & current account deficits and concerns of

decelerating growth amid political uncertainty kept gains in check. The Retail investor by and large kept away from the

equity markets.

The Sensex settled to close at 18835.77 while the NIFTY closed the year at 5682.55 giving a 8.23 and 7.31 percent return

respectively for the whole year. Among sectoral indices, FMCG and Healthcare were the better performers whereas Metal,

Power and Capital goods were the worst affected. Midcap index underperformed the broader indices due to corporate

governance issues, heavy selling by FII and declining corporate earnings. CNX midcap index declined by 4.01% to close at

7401.60 at the end of the year.

DII cash market volumes, from where your company sources most of its broking business were flat during the year and the

Retail investor stayed away from the markets for the better part of the year.

As you are aware, your Company is committed to a high growth path and has invested substantially in teams and

technology in the current year. On the Institutional business side, it has ramped up its sales and research teams and set up

an exclusive FII desk to cater to institutional investors. Your Company's research now covers all key sectors and most NIFTY

stocks. A new Debt Market vertical has also been set up during the year which has broken even in a very short time span.

Even though markets seem to have been in the green for the better part of the year, retail investors' participation in the

equity cash market was at a seven-year low, with more and more savings finding their way in to real estate, gold, bank

deposits and high-yielding debt instruments.

New products and enhanced client servicing through advisory and call centre interaction have helped your Company

deepen client relationships and despite a very difficult year with a decline of about 24% in the overall retail volumes, your

company was able to hold its retail top line.


SB

ICA

P S

EC

URIT

IES L

IMIT

ED


III. Financial Results:

IV. Dividend:

V. Personnel:

VI. Deposits:

VII. Directors:

Sales and Distribution income which in the previous year contributed to about 46% of the gross revenues of your

company, was impacted by the muted investor interest in the Tax Free Bonds, leading to a reduced top line for the

company. Gross Income of your company stood at Rs.69.60 crores during the year under review, while the PBT and PAT

were at Rs.3.69 crores and Rs.2.42 crores respectively. Income from broking activity contributed Rs. 43.20 crores, Sales

and Distribution Rs. 17.61 crores and the balance Rs.8.79 crores came from interest, depository services fees and other

income. The corresponding figures last year were Rs.40.48 crores, Rs.39.98 crores and Rs.6.78 crores respectively.

The Company has made significant investments in team building, technology and branch expansion this year which has

lowered PAT but enhanced wherewithal for future growth.

No dividend is proposed, for the year 2012-13, with a view to conserving resources.

The company continues to lay great stress on human resources as the most valuable asset. As on 31st March 2013, the

strength of its workforce was 555 as compared to 519 as at the previous year's close and teams in various verticals have

been enhanced both quantitatively and qualitatively. Continuous learning and skill up-gradation is ensured through

interventions like induction and orientation programmes as also external training programmes particularly in the area of

soft skills.

The Company has not accepted any deposits from the Public, during the period under review.

During the year under review, the following changes took place in the Board of Directors of the Company:-

1) Shri A. Krishna Kumar, Managing Director & GE (National Banking Group), State Bank of India was appointed as

Nominee Director of the Company w.e.f. 26th July, 2012.

2) Shri S. Vishvanathan resigned as Director & Chairman of the Company w.e.f. 17th August, 2012 consequent upon his

transfer to State Bank of India as Dy. Managing Director (On Special Duty).

3) Smt. Swati B. Desai was re-appointed as Managing Director of the Company w.e.f. 20th August, 2012.

4) Smt. Arundhati Bhattacharya, Managing Director & CEO, SBI Capital Markets Limited was appointed as Director &

Chairperson of the Company w.e.f. 12th September, 2012.

5) Shri H. N. Varma was appointed as Additional Director of the Company w.e.f. 26th September, 2012.

6) Shri Shyamal Acharya, Dy. Managing Director & GE (Associates & Subsidiaries), State Bank of India resigned as

Nominee Director of the Company w.e.f. 29th November, 2012 consequent to the appointment of Shri

S.Vishvanathan as Managing Director & GE (Associates & Subsidiaries), State Bank of India w.e.f. 26th November,

2012.

7) Shri Rajeev Krishnan resigned as Director of the Company w.e.f. 15th December, 2012 consequent upon transfer to

State Bank of India as Chief General Manager (Stressed Assets Management II).

8) Shri Anil Bhandari was re-appointed as Whole-time Director of the Company w.e.f. 24th December, 2012.

9) Shri S. Vishvanathan Managing Director & GE (Associates & Subsidiaries), State Bank of India was appointed as

Nominee Director of the Company w.e.f. 28th December, 2012.

10) Shri V.G. Kannan, President & COO, SBI Capital Markets Ltd was appointed as Additional Director of the Company

w.e.f. 21st January, 2013.

In accordance with the provisions of the Companies Act, 1956 Shri H.N. Varma and Shri V.G. Kannan, Directors hold office

up to the date of the 8th Annual General Meeting. The Company has received Notice from a member under section

257 of the Companies Act, 1956, proposing them as a candidate for the office of Director liable to retire by rotation.

Shri H.N. Varma and Shri V.G. Kannan have conveyed their consent for being appointed as Director liable to retire

by rotation.

Shri M.P. Mehrotra Director retires by rotation at the 8th Annual General Meeting of the Company and being eligible,

offers himself for re-appointment.

The Board extended a hearty welcome to Shri A. Krishna Kumar, Shri S. Vishvanathan Smt. Arundhati Bhattacharya,

Shri H.N. Varma, and Shri V.G. Kannan to the Board and placed on record its deep appreciation to Shri S.Vishvanathan,

Shri Shyamal Acharya and Shri Rajeev Krishnan for their valuable contributions during their tenure as Directors of the

Company.


VIII. Directors' Responsibility Statement:

IX. Auditors:

X. Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988:

XI. Particulars of Employees:

XII. Acknowledgement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that: -

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that

have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as st ston 31 March 2013 and of the profit or loss of the company for the period ended 31 March 2013;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting

frauds and other irregularities;

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

The Directors also wish to draw the kind attention of the Shareholders to the report of the Auditors to the Shareholders

issued by M/s. Sudit K. Parekh & Co. the Statutory Auditors, on the financial accounts for the year ended March 31, 2013.

M/s Sudit K. Parekh & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the

Eighth Annual General Meeting of the Company. th thThe Board of Directors at their 35 Meeting held on 15 April, 2013, has recommended the reappointment of M/s Sudit K.

Parekh & Co. Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of the

Eighth Annual General Meeting up to the conclusion of the Ninth Annual General Meeting of the Company. The

Company has received a Certificate from M/s Sudit K. Parekh & Co. to the effect that their appointment, if made, would be

within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

In terms of the above Rules issued by the Central Government, the following information is furnished:-

Conservation of Energy and Technology Absorption:

As the Company is engaged only in the business of stock broking activities and other financial services during the period

under review, there is no information to report under this head.

Foreign Exchange Earnings and Outgo:

During the year under review, the company had foreign exchange earnings of Rs.0.48 lac on account of research income.

The total foreign exchange expended amounted to Rs.16.08 lacs on account of software for transmission of messages

and foreign travel.

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies

Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

The Board of Directors would like to express its thanks to SEBI, the Company's Regulator, the National Stock Exchange of

India Limited and Bombay Stock Exchange Limited, Central Depository Services (India) Limited for their advice and

guidance received.

The Board is grateful to the State Bank of India and the SBICAPS family for their invaluable support and guidance to the

company. The Board also records its appreciation of the unstinted support extended by all its staff members.


Arundhati Bhattacharya

Chairperson thDate: 15 April, 2013



SB

ICA

P S

EC

URIT

IES L

IMIT

ED

To the Members of SBICAP Securities Limited

We have audited the accompanying financial statements of SBICAP Securities Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.



An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.



(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together 'the Order'), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 purpose 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 those books;

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;



Firm Registration No.: 110512W

(D.S. Khatri)PartnerMembership Number: 16306 Mumbai, dated: April 15, 2013

Report on the Financial Statements

Management's Responsibility for the Financial Statements

Auditor's Responsibility

Opinion

Report on Other Legal and Regulatory Requirements

INDEPENDENT AUDITOR'S REPORT


(Referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even

date)

i. In respect of its fixed assets :

a. The Company has maintained proper records showing full particulars, including quantitative details and


b. Fixed assets have been physically verified by the management during the year. The frequency of verification is

reasonable with regards to size of the Company and the nature of its business and fixed assets. According to

information and explanation given to us, no material discrepancies were noticed on such verification.

c. Fixed assets disposed off during the year were not substantial and, therefore, do not affect the going concern

assumption.

ii. The Company is primarily in brokerage industry and it was not holding any inventory during the year. Hence, sub-

clauses (a) to (c) of clause (ii) are not applicable to the company.

iii. According to the information and explanations given to us, the Company has not granted/taken any loan secured or

unsecured to/from the company, firm or other parties covered in the register maintained under section 301 of the

Companies Act, 1956. Hence sub-clauses (a) to (g) of clause (iii) are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there exists adequate internal control

system commensurate with the size of the Company and the nature of its business with regard to purchases of fixed

assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing

failure to correct major weaknesses in internal control system of the Company in respect of these areas.

v. According to the information and explanations given to us, there are no contracts and arrangements that needs to

be entered in the register to be maintained in pursuance of Section 301 of the Companies Act, 1956. Hence, sub-

clauses (a) and (b) of clause (v) is not applicable to the Company.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the

public within the meaning of provisions of sections 58A and 58AA and other relevant provisions of the Companies

Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 made there under.

vii. The Company has an internal audit system commensurate with its size and the nature of its business.

viii. In our opinion, the central government has not prescribed the maintenance of the cost records under section 209(1)

(d) of the Companies Act, 1956 for the Company and hence this clause is not applicable to the Company.

a. According to the information and explanations given to us, the Company is generally regular in depositing

undisputed statutory dues in respect of Income tax, Service Tax, Provident Fund, cess and other statutory dues

as applicable to it with appropriate authorities.

As informed to us, the provisions of Investor Education and Protection Fund, Sales tax, Wealth tax, Excise duty

and customs duty are currently not applicable to the Company.

According to the information and explanations given to us, there are no undisputed amounts payable in

respect of Income tax, Service Tax, Provident Fund, cess and other statutory dues as applicable to it, that were

in arrears, as at March 31, 2013 for a period of more than six months from the date they became payable.

As informed to us, the provisions of Investor Education and Protection Fund, Sales tax, Wealth tax, Excise duty

and customs duty are currently not applicable to the Company.

b. According to the information and explanations given to us, there are no dues of Income tax, Service Tax,

Provident Fund, cess and other statutory dues as applicable to the company, which have not been deposited on

account of any dispute.

c. As informed, the provisions of Investor Education and Protection Fund, Sales tax, Wealth tax, Excise duty and

customs duty are currently not applicable to the Company.

x. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses

in the financial year and in the immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion

Re: SBICAP Securities Limited

ix. In respect of Statutory Dues:



SB

ICA

P S

EC

URIT

IES L

IMIT

ED

that the Company has not defaulted in repayment of dues to banks. The company does not have any outstanding

dues to financial institutions nor does it have any debentures outstanding during the financial year.

xii. 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.

xiii. The provisions of chit fund are not applicable to the Company, hence clause xiii is not applicable to the Company.

xiv. According to the information and explanations given to us, the Company is not dealing or trading in shares,

securities, debentures and other investments. Therefore the provisions of this clause are not applicable to the

Company.

xv. In our opinion and according to information and explanations provided to us, the Company has not provided

guarantees for loans taken by others from banks and financial institutions.

xvi. The Company has not taken any term loans during the year and hence clause (xvi) is not applicable to the Company.

xvii. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of

the Company, funds raised on short-term basis have not been used during the year for making long-term

investments.

xviii. According to the information and explanations given to us, during the year the Company has not made any

preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of

the Companies Act, 1956.

xix. According to the information and explanation given to us, the company has not raised any money by way of issue of

debentures and hence clause xix is not applicable to the Company.

xx. The Company has not made any public issue of securities during the year.

xxi. According to the information and explanations given to us, no fraud on or by the Company was noticed or reported

during the year.




(D.S. Khatri)

Partner

Membership Number: 16306

Mumbai,

Dated: April 15, 201

ANNEXURE TO THE AUDITORS' REPORT (contd.)


Balance Sheet as at March 31, 2013

Notes March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Share capital 3 656,250,000 500,000,000

Reserves and surplus 4 410,917,602 292,919,657

1,067,167,602 792,919,657

Long term borrowings 5 1,451,812 1,246,452

Other long term liabilities 5 2,099,875 2,199,875

Long-term provisions 6 8,708,673 5,735,001

12,260,360 9,181,328

Trade payables 7 569,991,968 401,270,831

Other current liabilities 7 74,182,336 64,079,428

Short-term provisions 6 4,237,883 3,727,378

648,412,187 469,077,637

1,727,840,149 1,271,178,622

Fixed assets

Tangible assets 8 18,932,536 23,536,376

Intangible assets 9 8,975,780 7,040,434

Capital work-in-progress 194,200,420 149,041,446

Intangible assets under development 125,234,994 114,626,972

Deferred tax assets (net) 10 9,101,829 6,814,163

Long term loans and advances 11 128,033,790 120,000,159

Other non-current assets 12.2 - 1,211,732

484,479,349 422,271,282

Trade receivables 12.1 521,458,054 275,840,948

Cash and bank balances 13 710,032,356 565,319,021

Short term loans and advances 11 11,870,390 7,747,371

1,243,360,800 848,907,340

1,727,840,149 1,271,178,622

Summary of significant accounting policies 2.1



For Sudit K Parekh & Co. For and on behalf of the Board of Directors of

Firm Registration No.: 110512W SBICAP Securities Limited


D.S. Khatri Arundhati Bhattacharya Swati B. Desai Dhanashri Kenkre

Partner Chairperson Managing Director Company Secretary

Membership No. : 16316

Mumbai

Date: April 15, 2013


Shareholders' funds

Non-current liabilities

Current liabilities

TOTAL

ASSETS

Non-current assets

Current assets

TOTAL


SB

ICA

P S

EC

URIT

IES L

IMIT

ED

Statement of Profit and Loss

for the year ended March 31, 2013

Notes March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Brokerage 432,002,666 404,786,351

Selling and distribution 14.1 176,159,744 399,895,966

Depository services income 14.2 26,633,621 11,254,931

Other operating income 14.3 22,167,110 13,532,052

656,963,141 829,469,300

Other non-operating income 15 39,078,446 42,909,730

696,041,587 872,379,030

Employee benefit expenses 16 240,798,150 222,519,538

Operating expenses 17 206,653,272 412,697,250

Administration expenses 18 190,666,580 156,513,932

Depreciation and amortization expense 19 14,096,328 16,688,786

Finance costs 20 4,346,970 2,455,274

656,561,300 810,874,780

39,480,287 61,504,250

Add/Less: Prior period income/(expenses) 32 (2,520,009) (2,140,381)

36,960,278 59,363,869

Current tax 15,000,000 21,300,000

Deferred tax (2,287,667) (2,262,962)

12,712,333 19,037,038

24,247,945 40,326,831

Earnings per equity share [Nominal value of

share Rs.10 (Previous year Rs.10)]

(Basic and diluted EPS computed on the basis of

total profit for the year) 21 0.38 0.76










Mumbai


Revenue from operations

Total Revenue from operations

Total Revenue

Expenses

Total expense

Profit before prior period adjustments

Profit before tax

Tax expenses

Total tax expense

Profit for the year from continuing operations


Cash flow statement

for the year ended March 31, 2013


SB

ICA

P S

EC

URIT

IES L

IMIT

ED

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Profit before tax after prior period expenses 36,960,278 59,363,869

Non-cash adjustments

Depreciation and amortization 14,096,328 16,928,312

Provision for performance linked variable payments (PLVP) 14,000,000 19,282,047

Excess provision for PLVP written back (2,020,179) (4,377,864)

Excess provision for selling and distribution written back (5,345,587) (7,438,227)

Provision for doubtful debts 3,059,999 4,485,081

Loss on sale of fixed assets 359,836 615,244

Profit on sale of investment - (1,196,065)

Provision for leave encashment / gratuity 3,484,177 1,232,947

64,594,852 88,895,343

Movements in working capital:

Increase/(decrease) in current trade payables 169,067,984 (23,807,918)

Increase/(decrease) in non-current trade payables (346,846) 346,846

Increase/(decrease) in other current liabilities 3,468,674 1,650,569

Increase/(decrease) in other long term liabilities 105,360 (1,235,098)

Decrease/(increase) in non-current trade receivables (3,059,999) (5,048,162)

Decrease/(increase) in current trade receivables (245,617,105) 41,544,129

Decrease/(increase) in margin and other deposits (48,960,016) 193,500,000

Decrease/(increase) in inventories - 11,219,400

Decrease/(increase) in long term loans and advances (6,514,081) 1,631,969

Decrease/(increase) in short term loans and advances (4,123,020) 533,178

Decrease/(increase) in other current assets 2,850,816

Decrease/(increase) in other non-current assets 1,211,732 9,319,610

(70,172,466) 321,400,681

Direct tax refund received 2,495,343 -

Direct taxes paid (19,014,893) (44,111,754)

(86,692,016) 277,288,926

Sale of current investments - 11,196,065

Purchase of fixed assets (12,299,616) (10,022,259)

Sale of fixed assets 511,944 343,939

Movement in capital work-in-progress and intangible assets

under development (55,766,994) (237,861,802)

(67,554,666) (236,344,058)

Proceeds from issue of shares 250,000,000 -

250,000,000 -

95,753,318 40,944,868

Cash & cash equivalents at the beginning of the year 326,457,560 285,512,692

Cash & cash equivalents at the end of the year 422,210,878 326,457,560

Cash flow from operating activities :-

Operating profit before working capital changes

Cash generated from operations before tax

I. Net cash generated from operating activities

Cash Flow from investing activities :-

II. Net cash used in investing activities.

Cash Flow from financing activities :-

III. Net cash provided by financing activities

Net change in cash & cash equivalents (I+II+III)

Cash flow statement

for the year ended March 31, 2013 (contd.)

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Balance with banks :

On current accounts 422,198,878 316,457,560

Deposits with original maturity less than 3 months - 10,000,000

Cash on hand 12,002 -

422,210,878 326,457,560









Mumbai


Components of cash and cash equivalents

Total cash and cash equivalents (Note 13)


Summary of significant accounting policies for the year ended March 31, 2013

SBICAP Securities Ltd ('the Company') is a wholly-owned subsidiary of SBI Capital Markets Ltd., incorporated in 2005. It is

a member of the two premier stock exchanges of India, the National Stock Exchange of India Ltd and Bombay Stock

Exchange Ltd. The Company is engaged in the business of broking (retail and institutional) and third party distribution of

financial products.

The financial statements of the Company have been prepared in accordance with generally accepted accounting

principles in India ('Indian GAAP'). The Company has prepared these financial statements to comply in all material

respects with the accounting standards notified under the Companies (Accounting Standards)Rules, 2006, (as amended)

and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis

and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are

consistent with those of previous year.

a. Use of estimates

"The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments,

estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the

disclosure of contingent liabilities at the end of the reporting period. Although these estimates are based on the

management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could

result in the outcomes requiring a adjustment to the carrying amounts of assets or liabilities in future periods.

b. Tangible fixed assets

"Fixed assets are stated at cost net of accumulated depreciation and accumulated impairment losses, if any. The cost

comprises purchase price and directly attributable cost of bringing the asset to its working condition for its intended use.

Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal

proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is

derecognized."

c. Depreciation on tangible fixed assets

Depreciation on fixed assets is calculated on a written down value basis using the rates arrived at based on the useful lives

estimated by the management, or those prescribed under the Schedule XIV to the Companies Act, 1956, whichever is

higher. The Company has used the following rates to provide depreciation on its fixed assets:

Rates (WDV)

Office equipment 13.91%

Furniture & fixtures 18.1%

Computers 40%

Leasehold improvements are depreciated on a straight-line basis over the primary lease period.

d. Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible

assets are carried at cost less accumulated amortization and accumulated impairment losses, if any.

Intangible assets are amortized on a straight line basis over the estimated useful economic life of 3 years.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal

proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is

derecognized.

e. Leases

Leases where the lessor effectively retains substantially all the risks and the benefits of ownership of the leased term are

classified as operating leases. Operating lease payments, in respect of non-cancellable leases are recognized as an

expense in the Statement of Profit and Loss on a straight-line basis over the lease term.

1. Corporate information

2. Basis of preparation

2.1 Summary of significant accounting policies



SB

ICA

P S

EC

URIT

IES L

IMIT

ED

f. Impairment of tangible and intangible assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any

indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's

recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) net selling

price and its value in use. The recoverable amount is determined for an individual asset unless the asset does not generate

cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of

an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable

amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In

determining net selling price, recent market transactions are taken into account if available. If no such transactions can

be identified, an appropriate valuation model is used.

g. Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term

investments with an original maturity of three months or less.

h. Investments

"Investments which are readily realizable and intended to be held for not more than one year from the date on which

such investments are made, are classified as current investments. All other investments are classified as long-term

investments.

On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable

acquisition charges such as brokerage, fees and duties.

Current investments are carried in the financial statements at lower of cost and fair value determined on an individual

investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to

recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or

credited to the statement of profit and loss."

i. Inventories

The securities acquired with the intention of holding for short-term and trading are classified as stock-in-trade.

The securities held as stock-in-trade are valued at lower of cost arrived at on first-in first-out (FIFO) basis or

marketable fair value.

j. Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the

revenue can be reliably measured. The following specific recognition criteria have been followed before revenue is

recognized:

Brokerage income in relation to stock broking activity is recognized on the trade date of transaction and includes stamp

duty and transaction charges and is net of scheme incentives paid. Amounts receivable from and payable to clients/stock

exchanges for broking transactions are disclosed separately as trades executed but not settled.

Commission relating to public issues is accounted for on finalization of allotment of the public issue/receipt of

information from intermediary. Brokerage Income relating to public issues / mutual fund / other securities is accounted

for based on mobilisation and intimation received from clients / intermediaries.

Depository income - Annual Maintenance Charges are recognized on accrual basis and transaction charges are

recognized on trade date of transaction.

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate

applicable.

k. Foreign currency transactions

Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the

exchange rate between the reporting currency and the foreign currency at the date of the transaction.



Conversion

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-

monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the

exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or other similar

valuation denominated in a foreign currency, are translated using the exchange rate at the date when such value was

determined.

Exchange Differences

All exchange differences are recognized as income or as expenses in the period in which they arise.

l. Retirement and other employee benefits

Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident

fund are charged to the statement of profit and loss for the year when the contributions are due. The Company has no

obligation, other than the contribution payable to the provident fund.

The Company operates a gratuity plan for its employees, which is a defined benefit plan. The costs of providing benefits

under this plan is determined on the basis of actuarial valuation at each year-end, using the projected unit credit method.

Actuarial gains and losses are recognized in full in the period in which they occur in the statement of profit and loss.

"Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee

benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a

result of the unused entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long-term employee

benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial

valuation using the projected unit credit method at the year-end. Actuarial gains/losses are immediately taken to the

statement of profit and loss and are not deferred.

m. Income taxes

"Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to

the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. The tax rates and tax laws used to

compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income

originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using

the tax rates and the tax laws enacted or substantively enacted at the reporting date.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible

timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be

available against which such deferred tax assets can be realized. In situations where the Company has unabsorbed

depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported

by convincing evidence that they can be realized against future taxable profits."

At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred

tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future

taxable income will be available against which such deferred tax assets can be realized.

"The carrying amount of deferred tax assets are reviewed at each reporting date. The Company writes-down the carrying

amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be,

that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-

down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient

future taxable income will be available.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current

tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity

and the same taxation authority."

n. Segment reporting

The Company's primary business segments are reflected based on the principal business carried out, i.e. share and stock

broking on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited and other related ancillary

services and third party distribution of financial products.



SB

ICA

P S

EC

URIT

IES L

IMIT

ED

The risk and returns of the business of the Company is neither associated with geographical segmentation nor the clients

of the Company are grouped geographically.

o. Earning per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders

by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity

shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of

all dilutive potential equity shares.

p. Provisions

A provision is recognized when the Company has a present obligation as a result of past event, it is probable that an

outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be

made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on

the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting

date and adjusted to reflect the current best estimates.

q. Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the

occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present

obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the

obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized

because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence

in the financial statements.




3. Share capital

Authorised share capital

Issued, subscribed and paid-up share capital

Total issued, subscribed and paid-up share capital

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

100,000,000 (Previous year: 100,000,000) Equity Shares of Rs. 10 each 1,000,000,000 1,000,000,000

65,625,000 (Previous year: 50,000,000) Equity Shares of Rs.10 each 656,250,000 500,000,000

656,250,000 500,000,000

a. Reconciliation of shares outstanding as at March 31, 2013 and at March 31, 2012

March 31, 2013 March 31, 2012

Equity shares No. of shares Rupees No. of shares Rupees

Outstanding at the beginning of the year 50,000,000 500,000,000 50,000,000 500,000,000

Add: Issued during the year for cash 15,625,000 156,250,000 - -

Outstanding at the end of the year 65,625,000 656,250,000 50,000,000 500,000,000

b. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares

is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be

entitled to receive remaining assets of the Company, after distribution of all preferential amounts in proportion to

their shareholdings.

c. Shares held by holding/ultimate holding company and/or their subsidiaries/associates

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

SBI Capital Market Ltd., the holding company & its nominees

65,625,000 (Previous year: 50,000,000) Equity Shares of

Rs.10 each fully paid up 656,250,000 500,000,000

d. Details of shareholders holding more than 5% shares capital in aggregate in the Company

March 31, 2013 March 31, 2012

No. of shares % of holding No. of shares % of holding

Equity shares of Rs.10 each fully paid up

SBI Capital Market Ltd., the holding 65,625,000 100% 50,000,000 100%

Company & its nominees

e. The company does not have any shares reserved for issue under options, contract/commitments for sale of

shares/disinvestments as at 31st March 2013 and also as at 31st March 2012.

f. During the period of five years immediately preceding 31st March, 2013 as well as 31st March, 2012, the Company

has not issued any bonus shares or shares for consideration other than cash and also the company has not bought

back any shares during this period

g. The company does not have any securities as at 31st March 2013 and as at 31st March 2012 which are convertible into

equity/preference shares.


SB

ICA

P S

EC

URIT

IES L

IMIT

ED


4. Reserves and surplus

Securities premium account

Closing balance

General Reserves

Closing balance

Surplus in the statement of profit and loss

Net surplus in the statement of profit and loss

Total

5. Long term borrowings and Other long-term liabilities

Long term borrowings

Deferred Payment Liabilities

Total

Other long term liabilities

Others liabilities

Total

6. Provisions

Provision for employee benefits

Total

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Opening Balance - -

Add: premium on issue of shares received during the year 93,750,000 -

93,750,000 -

Opening Balance 3,051,832 3,051,832

Add : amount transferred from surplus balance in the statement - -

of profit and loss

3,051,832 3,051,832

Opening Balance 289,867,825 249,540,995

Add: Profit for the year 24,247,945 40,326,830

314,115,770 289,867,825

410,917,602 292,919,657

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Retention money for capital items 1,451,812 1,246,452

1,451,812 1,246,452

Trade payables (Selling and distribution) - 346,846

Franchisee security deposits 2,099,875 2,199,875

2,099,875 2,546,721

Non-Current Current

March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012

Rupees Rupees Rupees Rupees

Provision for gratuity 2,968,127 1,468,685 - -

Provision for leave benefits 5,740,546 4,266,316 4,237,883 3,727,378

8,708,673 5,735,001 4,237,883 3,727,378


7. Trade Payables and Other current liabilities

Trade payables

Other current liabilities

Total

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Trade payables (relating to Brokerage business) 541,384,078 207,786,562

Trade payables (Selling and Distribution and others) 28,607,890 193,137,423

569,991,968 400,923,985

Sundry creditors 38,293,462 26,657,518

Others 35,888,874 37,421,910

74,182,336 64,079,428

644,174,304 465,003,413

8. Tangible assets

Cost or valuation

At March 31, 2012

At March 31, 2013

Depreciation

At March 31, 2012

At March 31, 2013

Net block

At March 31, 2012

At March 31, 2013

9. Intangible assets

At March 31, 2012

At March 31, 2013

Amortization

At March 31, 2012

At March 31, 2013

Net block

Office Furniture & Computers Leasehold Total

Equipments Fixtures Improvements

At April 1, 2011 12,750,618 4,022,468 47,456,557 2,249,945 66,479,588

Additions 767,820 1,001,267 2,883,914 63,986 4,716,987

Disposals (759,990) (974,219) (392,745) (141,104) (2,268,058)

12,758,448 4,049,516 49,947,727 2,172,827 68,928,517

Additions 1,113,752 237,648 2,591,927 36,690 3,980,017

Disposals (1,753,607) - (26,011) - (1,779,618)

12,118,593 4,287,164 52,513,643 2,209,517 71,128,916

At April 1, 2011 3,978,201 2,069,452 27,541,777 1,183,590 34,773,020

Charge for the year 1,358,986 659,259 8,802,113 1,107,639 11,927,997

Disposals (361,295) (555,601) (250,875) (141,104) (1,308,876)

4,975,892 2,173,110 36,093,016 2,150,125 45,392,141

Charge for the year 1,121,615 485,902 6,045,168 59,392 7,712,076

Disposals (883,098) (443) (24,296) (907,837)

5,214,409 2,658,568 42,113,888 2,209,517 52,196,380

7,782,556 1,876,406 13,854,711 22,702 23,536,376

6,904,184 1,628,596 10,399,755 (0) 18,932,536

Gross block Computer Software Total

At April 1, 2011 26,415,459 26,415,459

Additions 5,305,272 5,305,272

31,720,731 31,720,731

Additions 8,319,599 8,319,599

40,040,330 40,040,330

At April 1, 2011 19,679,983 19,679,983

Charge for the year 5,000,315 5,000,315

24,680,298 24,680,298

Charge for the year 6,384,252 6,384,252

31,064,550 31,064,550

At March 31, 2012 7,040,433 7,040,433

At March 31, 2013 8,975,780 8,975,780



SB

ICA

P S

EC

URIT

IES L

IMIT

ED



March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Fixed assets : (Depreciation) 337,096 568,542

337,096 568,542


Provision for arbitrage deposit 80,463 78,592

Provision for gratuity 985,938 476,515

Provision for performance linked variable plan 1,798,424 2,215,404

Provision for other employee benefits 3,490,944 2,593,554

9,438,925 7,382,703

9,101,829 6,814,162

Non-Current Current



Unsecured, considered good - 125,847 - -

- 125,847 - -

Unsecured, considered good 602,274 511,012 11,536,390 5,281,371

602,274 511,012 11,536,390 5,281,371

Unsecured, considered good 53,468,565 50,619,899 334,000 2,466,000

53,468,565 50,619,899 334,000 2,466,000

Unsecured, considered good

Advance income-tax 38,112,951 36,593,401 - -

(net of provisions for taxation)

Deposits with stock exchanges/ 35,850,000 32,150,000 - -

clearing house

Unsecured, considered doubtful

Arbitration deposit 242,230 242,230 - -

74,205,181 68,985,631 - -

Arbitration deposit provision (242,230) (242,230)

73,962,951 68,743,401 - -

128,033,790 120,000,159 11,870,390 7,747,371

10. Deferred tax asset (net)

Deferred tax liability

Gross deferred tax liability

Deferred tax asset

Gross deferred tax asset

Net deferred tax asset

11. Loans and advances

Capital advances

Advances recoverable in

cash or kind

Security deposits



12. Trade receivables and other assets

12.1 Trade receivables

Total

12.2 Other assets

Total

13. Cash and bank balances


Other bank balances

Total

Current

March 31, 2013 March 31, 2012

Rupees Rupees


Outstanding for a period exceeding six months from the

date they are due for payment

Secured, considered good 1,775,362 2,937,504

Unsecured, considered good 14,575,561 2,612,312

Doubtful 8,614,514 5,792,391

24,965,437 11,342,207

Provision for doubtful receivables 8,614,514 5,792,392

(A) 16,350,923 5,549,815

Other receivables

Secured, considered good 318,693,218 70,319,175

Unsecured, considered good 187,081,124 199,971,958

Doubtful 667,209 429,332

505,774,340 270,720,465

Provision for doubtful receivables 667,209 429,332

(B) 505,107,131 270,291,133

(A+B) 521,458,054 275,840,948

Non-current

March 31, 2013 March 31, 2012

Rupees Rupees

Interest accrued on fixed deposits - 11,732

Non-current bank balances (Note 13) - 1,200,000

- 1,211,732

Non-current Current



Balance with banks :

On current accounts - - 422,198,878 316,457,561

Deposits with original maturity less - - - 10,000,000

than 3 months

Cash on hand - - 12,002 -

- - 422,210,880 326,457,561

Interest accrued on Deposits - - 3,821,476 4,411,460

Deposits with original maturity for - - 70,700,000 1,000,000

less than 12 months

Deposits with original maturity for - 200,000 - -

more than 12 months

Deposits with stock exchange and banks - 1,000,000 213,300,000 233,450,000

- 1,200,000 287,821,476 238,861,460

Amount disclosed under non-current - (1,200,000) - -

assets (Note 12.2)

- - 710,032,356 565,319,021


SB

ICA

P S

EC

URIT

IES L

IMIT

ED


14. Revenue from operations

14.1 Selling and distribution commission(S&D)

Total

14.2 Depository service income

Total

14.3 Other operating income

Total

15. Other non-operating income

Total

16. Employee benefit expense

Total

17. Operating expense

Total

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Mutual funds 39,082,314 38,533,872

Initial Public Offerings(IPO) 37,191,187 6,328,366

Bonds 59,281,343 305,627,724

Wholesale Debt 12,002,618 -

Others 28,602,282 49,406,004

176,159,744 399,895,966

Annual maintenance charges 20,512,303 9,737,125

Transaction charges 5,994,110 1,449,095

Dematerialisation charges 119,399 65,056

Others 7,810 3,655

26,633,622 11,254,931

Account opening charges 12,955,968 7,502,600

Research Income 4,289,943 2,882,078

Profit on sale of inventories - 2,019,382

Miscellaneous income 4,921,199 1,127,992

22,167,110 13,532,052

Interest income 31,712,680 29,702,454

Provisions written back:

Performance linked variable payment 2,020,179 4,377,864

S&D sub-commission payable 5,345,587 7,438,227

Profit on redemption of mutual fund units - 1,196,065

Dividend income - 195,120

39,078,446 42,909,730

Salaries, wages and bonus 216,970,005 201,778,553

Contribution to provident and other funds 8,922,670 8,691,335

Gratuity expense 2,993,783 1,246,618

Staff welfare expenses 11,911,692 10,803,032

240,798,150 222,519,538

Selling and distribution sub-commission 88,870,622 295,369,874

Stamp duty 12,275,290 11,125,315

Transaction charges 3,301,886 2,737,127

Depository charges 1,102,835 1,637,829

Insurance Charges-stock brokers Indemnity 609,445 1,293,364

Cost of outsourced staff 81,406,067 71,369,045

Reimbursement of expense incurred by SBI E-broking - 5,179,000

Other operating expenses 16,027,128 19,495,615


Sundry debtors written off - 5,000

206,653,272 412,697,250



18. Administrative expense

Total

Payments to auditor

As auditor :

In other capacity :

Total

19. Depreciation and amortization expense

Total

20. Finance costs

Total

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Lease rent 54,628,801 53,853,371

Repairs and maintenance 11,319,221 7,953,087

Hiring charges 28,621,012 16,991,084

Advertisement 139,359 215,800

Travelling and conveyance 9,949,423 6,989,834

Communication 29,388,344 20,966,891

Printing and stationery 11,813,186 10,730,756

Legal and professional fees 2,374,677 1,724,778

Director's sitting fees 43,000 66,000

Payments to auditor 1,064,202 1,468,128

Electricity charges 5,971,521 5,269,848

Membership and subscriptions 7,550,791 7,267,214

Office maintenance 5,066,916 4,330,920

Staff recruitment 2,867,388 2,458,222

Books and periodicals 364,904 302,067

Business promotion 4,546,126 1,786,330

Courier charges 12,290,009 11,527,479

Insurance charges 1,015,233 183,542

Registration charges 50,000 437,700

Rates and taxes 21,377 41,646

Stamping and franking charges 1,017,514 786,812

Loss on sale of fixed assets/assets written off 359,837 615,244

Miscellaneous expenses 203,739 547,179

190,666,580 156,513,932

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Audit fee 675,000 700,000

Tax audit fee 40,000 100,000

Quarterly limited review 150,000 450,000

Other services (certification fees) 160,000 200,000

Reimbursement of expenses 39,202 18,128

1,064,202 1,468,128

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Depreciation on tangible assets 7,712,076 11,688,471

Amortization of intangible assets 6,384,252 5,000,315

14,096,328 16,688,786

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Bank charges 4,346,970 2,455,274

4,346,970 2,455,274


SB

ICA

P S

EC

URIT

IES L

IMIT

ED



21. Earning per share (EPS)

22. Gratuity and compensated absences (Revised Accounting Standard-15)

Statement of profit and Loss

Net benefit expense

Actual return on plan assets

Balance Sheet

Plan liability/ (asset)

Changes in the present value of the defined benefit obligation are as follows:

Closing defined benefit obligation

The following reflects the profit and share data used in the basis and diluted EPS computations :

March 31, 2013 March 31, 2012

(Rupees) (Rupees)

Net profit for calculation of basic EPS and diluted EPS 24,247,945 40,326,831

No. of shares No. of shares

Weighted average number of equity shares in calculating basic EPS 64,471,276 52,864,111

The Company has a defined benefit gratuity plan. Under this plan, every employee who has completed atleast five years

of service gets a gratuity on departure at the rate of 15 days of last drawn salary for each completed year of service. The

scheme is funded with an insurance company in the form of qualifying insurance policy.

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss

and the funded status and amounts recognised in the balance sheet.

Net employee benefit expense (recognised in Employee Cost)

Gratuity

March 31, 2013 March 31, 2012

Current service cost 1,821,468 2,087,735

Interest cost on benefit obligation 627,694 542,544

Expected return on plan assets (360,689) (351,580)

Net actuarial (gain) / loss recognised in the year 639,848 (1,032,081)


2,728,321 1,246,618

455,208 519,161

Benefit asset/liability

Gratuity

March 31, 2013 March 31, 2012

Present value of defined benefit obligation 9,241,837 6,310,366

Fair value of plan assets (6,273,710) (4,841,681)

2,968,127 1,468,685

Less: Unrecognised past service cost - -

2,968,127 1,468,685

Gratuity

March 31, 2013 March 31, 2012

Opening defined benefit obligation 6,310,366 4,681,028

Interest cost 627,694 542,544

Current service cost 1,821,468 2,087,735


Benefits paid (252,058) (136,441)

Actuarial (gains) / losses on obligation 734,367 (864,500)

9,241,837 6,310,366


Changes in the fair value of plan assets are as follows:

Gratuity

March 31, 2013 March 31, 2012

4,841,681 4,458,961

Expected return on plan assets 360,689 351,580

Contributions by employer 1,228,879 -

Benefits paid (252,058) (136,441)

Actuarial gains / (losses) 94,519 167,581

6,273,710 4,841,681

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:

Gratuity

March 31, 2013 March 31, 2012

Investments with insurer (in %) 100% 100%

100% 100%

The overall expected rate of return on assets is determined based on the market prices prevailing at the beginning of

the period, applicable to the period over which the obligation is to be settled.

The principal assumptions used in determining gratuity obligation for the Company's plan are shown below :

Gratuity

March 31, 2013 March 31, 2012

Discount rate 7.80% p.a 8.60% p.a

Expected rate of return on assets 8.00% p.a 8.00% p.a

Employee turnover 20.00% p.a 20.00% p.a

Increase in compensation cost 8.00% p.a 8.00% p.a

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,

promotion and other relevant factors, such as supply and demand in the employment market.

Amounts for the current and previous four periods are as follows:

Gratuity

March 31, 2013 March 31, 2012 March 31, 2011 March 31, 2010 March 31, 2009

Defined benefit obligation 9,241,837 6,310,366 4,681,028 3,630,935 2,824,536

Plan assets 6,273,710 4,841,681 4,458,961 2,793,800 1,723,016

Surplus / (deficit) (2,968,127) (1,468,685) (222,067) (837,135) (1,101,520)

Experience adjustments (163,061) (40,426) (369,907) (574,971) (165,579)

on plan liabilities

Experience adjustments 94,519 167,581 41,375 110,658 (75,645)

on plan assets

Office premises has been obtained on operating lease. There are no restrictions imposed by the lease agreements and all

other lease agreements are cancellable in nature on short term notice.

As at As at

March 31, 2013 March 31, 2012

Within one year 18,971,296 47,960,892

After one year and not more than five years - 18,298,536

More than five years - -

18,971,296 66,259,428

Opening fair value of plan assets

Closing fair value of plan assets

Total

23. Leases


SB

ICA

P S

EC

URIT

IES L

IMIT

ED

24. Segmental information

25. Related parties disclosures

Names of related parties and related party relationships

The Company's operations falls under a single business segment of agency/commission based services. The Company is

engaged in the business of securities broking and its allied services and third party distribution of financial products.

Further, all the transactions and the assets of the Company are recorded/located in India. Since the Company's business

activities primarily falls within a single business and geographical segment, no additional disclosure is to be provided

under AS 17 - Segment Reporting, other than those already provided in the financial statements.

Names of related parties where control exists:


State Bank of India Ultimate Holding Company

SBI Capital Markets Limited Holding Company

Related parties with whom transactions have taken place during the year:


SBI Life Insurance Company Limited Fellow Subsidiary

SBI Mutual Funds Fellow Subsidiary

SBI DFHI Ltd. Fellow Subsidiary

State Bank of Bikaner and Jaipur Fellow Subsidiary

State Bank of Hyderabad Fellow Subsidiary

SBI Fund Management Ltd. Fellow Subsidiary

State Bank of Mysore Fellow Subsidiary

State Bank of Patiala Fellow Subsidiary

State Bank of Travancore Fellow Subsidiary

SBI Global Factors Ltd. Fellow Subsidiary

Swati Desai, Managing Director Key Management Personnel

Anil Bhandari, Whole-Time Director & Chief Operating Officer Key Management Personnel

Related parties defined under clause 3 of Accounting Standard – 18 “Related Party Disclosures” have been identified

on the basis of representation made by the management and information available with the Company.



25

R

ELA

TED

PA

RTIE

S (

Co

ntd

)De

tails

of t

rans

actio

ns d

urin

g th

e yea

r

Nam

e of r

elate

d pa

rty

Year

ende

dEx

pens

es d

urin

g th

e yea

r end

edIn

com

e dur

ing

the y

ear e

nded

Othe

r tra

nsac

tion

durin

g th

e yea

r

Empl

oyee

cost

Rent

Brok

erag

eCo

st sh

arin

gBa

nkRe

imbu

rsem

ent

Selli

ng a

ndBr

oker

age

Rese

arch

Inte

rest

Othe

r In

vest

men

tFix

ed A

sset

sFix

ed A

sset

sRe

nt d

epos

itspa

id fo

r sell

ing

rece

ived

from

Guar

ante

eof

expe

nses

di

strib

utio

n(S

tock

Inco

me

Inco

me

Inco

me

in eq

uity

acqu

ired

tran

sferr

edre

turn

edan

d di

strib

utio

nE-

brok

ing

Com

miss

ion

com

miss

ion

brok

ing)

capi

tal

busin

ess

(IIO

P) a

nd b

onds

Ultim

ate h

oldi

ng co

mpa

nySt

ate B

ank

of In

dia

Marc

h 31

, 201

3 -

-

9

88,3

45

-

25,

282,

292

6,9

00,5

45

2,0

43,4

01

Marc

h 31

, 201

2 -

5

,179,

000

2,4

55,2

74

6,14

6,87

2 2

3,33

1,413

3

,263

,198

-

Hold

ing

com

pany

SBI C

apita

l Mar

ket L

imite

dMa

rch 3

1, 20

13 -

22

5,77

3 11

,872

,737

-

10

3,22

6,30

7 -

3,

932,

600

-

-

Marc

h 31,

2012

-

211,4

91

32,9

18,0

21

43,0

80

239,

711,0

39

158,

089

2,36

9,77

6 16

4,85

7 -

Fello

w su

bsid

iarie

sSt

ate B

ank o

f Bik

aner

and J

aipu

rMa

rch 3

1, 20

13 -

89

,569

3,

575,

734

Marc

h 31,

2012

66,8

32

-

9,16

9,41

8 St

ate B

ank o

f Hyd

erab

adMa

rch 3

1, 20

13 -

50

,969

58

0,51

4 Ma

rch 3

1, 20

12 97

,916

27

,966

St

ate B

ank o

f Tra

vanc

ore

Marc

h 31,

2013

-

213,

007

6,16

3,03

0 Ma

rch 3

1, 20

12 11

9,82

4 5,

567

7,96

3,78

5 St

ate B

ank o

f Pat

iala

Marc

h 31,

2013

-

34,5

65

779,

876

Marc

h 31,

2012

58,0

43

19,0

81

4,61

2,40

1 St

ate B

ank o

f Mys

ore

Marc

h 31,

2013

-

4,33

4 13

,712

,980

Ma

rch 3

1, 20

12 19

,381

2,

918

4,69

1,751

SB

I LIF

E INS

URAN

CEMa

rch 3

1, 20

13 17

,122,

435

Marc

h 31,

2012

13,3

42,0

62

SBI D

FHI L

td.

Marc

h 31,

2013

17,9

68

Marc

h 31,

2012

72,3

40

SBI M

utua

l Fun

ds

Marc

h 31,

2013

2,39

7,85

2 8,

980,

610

Marc

h 31,

2012

2,29

3,00

7 18

,877

,610

SB

I Fun

d Man

agem

ent

Marc

h 31,

2013

Marc

h 31,

2012

SBI G

loba

l Fac

tors

Ltd

Marc

h 31,

2013

Marc

h 31,

2012

Key m

anag

emen

t per

sonn

elSw

ati D

esai

, Man

agin

g Dire

ctor

Marc

h 31,

2013

2,15

9,56

8 An

il Bha

ndar

i, Chi

ef O

pera

ting O

ffice

rMa

rch 3

1, 20

13 3,

185,

859

Swat

i Des

ai, M

anag

ing D

irect

orMa

rch 3

1, 20

12 1,

664,

672

Anil B

hand

ari, C

hief

Ope

ratin

g Offi

cer

Marc

h 31,

2012

2,47

3,61

2



SB

ICA

P S

EC

URIT

IES L

IMIT

ED

Bala

nces

ou

tsta

nd

ing

as

at

year

en

ded

Nam

e of r

elate

d pa

rty

Year

ende

dBa

lanc

e rec

eivab

le as

at

Bala

nce p

ayab

le as

at

Inte

rest

acc

rued

:Se

lling

and

Tr

ade r

eceiv

able

Bank

bal

ance

sFix

ed D

epos

itsOt

her R

eceiv

able

Othe

r lia

bilit

y Cr

edito

rs fo

r Se

lling

and

accr

ued

dist

ribut

ion

rece

ivab

leex

pens

esdi

strib

utio

n

rece

ivab

lepa

yabl

e

Ultim

ate h

oldi

ng co

mpa

ny

Stat

e Ban

k of

Indi

aMa

rch

31, 2

013

1,02

2,17

5 -

3

,824

,418

13

8,28

3,84

5 6

7,70

0,00

0 1,

819,

207

Marc

h 31

, 201

2 1,

477,

229

6,7

80,0

00

3,2

09,7

93

148,

054,

758

52,

550,

000

-

Hold

ing

com

pany

SBI C

apita

l Mar

ket L

imite

dMa

rch

31, 2

013

45,

823,

577

10,7

83

51,8

38

Marc

h 31

, 201

2 7

9,56

1,244

3

,937

5

1,838

Fello

w su

bsid

iarie

sSt

ate B

ank

of B

ikan

er a

nd Ja

ipur

Marc

h 31

, 201

3 4

45,3

20

20,

458,

970

45,

300,

000

- Ma

rch

31, 2

012

112,

354

15,4

63,5

16

26,

000,

000

66,

832

Stat

e Ban

k of

Hyd

erab

adMa

rch

31, 2

013

522

,463

12

,096

,682

4

0,00

0,00

0 -

Marc

h 31

, 201

2 14

,183,

749

97,

916

Stat

e Ban

k of

Trav

anco

reMa

rch

31, 2

013

333

,154

20,

908,

310

20,

000,

000

- Ma

rch

31, 2

012

2,0

62,7

30

13,2

34,17

6 11

5,80

0,00

0 11

9,82

4St

ate B

ank

of P

atia

laMa

rch

31, 2

013

19,2

66

17,11

8,65

4 1,

000,

000

- Ma

rch

31, 2

012

273

,192

12,9

45,8

70

21,3

00,0

00

58,

043

Stat

e Ban

k of

Mys

ore

Marc

h 31

, 201

3 1,

467,

368

10,5

27,11

0 11

0,00

0,00

0 -

Marc

h 31

, 201

2 4

15,3

19

13,6

48,5

84

30,

000,

000

19,3

81SB

I LIF

E IN

SURA

NCE

Marc

h 31

, 201

3 1,

115,

886

Marc

h 31

, 201

2SB

I DFH

I Ltd

.Ma

rch

31, 2

013

0.0

1Ma

rch

31, 2

012

446

.00

SBI M

utua

l Fun

ds

Marc

h 31

, 201

3 5

15,4

98

Marc

h 31

, 201

236

17.6

1SB

I Fun

d Ma

nage

men

tMa

rch

31, 2

013

Marc

h 31

, 201

2SB

I Glo

bal F

acto

rs L

tdMa

rch

31, 2

013

-

- Ma

rch

31, 2

012

3363

-

Key m

anag

emen

t per

sonn

elSw

ati D

esai

, Man

agin

g Di

rect

orMa

rch

31, 2

013

Anil

Bhan

dari,

Chi

ef O

pera

ting

Offic

erMa

rch

31, 2

013

Swat

i Des

ai, M

anag

ing

Dire

ctor

Marc

h 31

, 201

2An

il Bh

anda

ri, C

hief

Ope

ratin

g Of

ficer

Marc

h 31

, 201

2




26. Capital and other commitments

27. Contingent liabilities

28. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

29. Value of imports calculated on CIF basis

30. Expenditures in foreign currency (accrual basis)

31. Earnings in foreign currency (accrual basis)

As at March 31, 2013, the Company has commitments of Rs.73,380,264 (Previous year: Rs.102,694,224) relating to

amounts payable on open purchase orders for fixed assets.

As at As at

March 31, 2013 March 31, 2012

Claims against the company not acknowledged as debts * 105,899 1,018,000

Income tax demand ** - 3,769,480

105,899 4,787,480

* Claims against the company comprise action taken against the Company by certain customers in respect of

transactions related to purchase/sale of securities on behalf of these customers. The case for the current year is

outstanding with Arbitration Tribunal of National Stock Exchange at Delhi (during previous year, there were number of

cases which were outstanding with various appellate authorities). The Company has been advised by its legal counsel

that it is possible, but not probable, that the action will succeed and accordingly no provision for liability has been

recognized in the financial statements.

** Income tax demand comprise demand from the Indian tax authorities for payment of additional tax of Rs Nil (Previous

year: Rs.3,769,480), upon completion of their tax review for the financials years 2008-09 and 2009-10. The tax demands

are mainly on account of disallowance of a portion of expense claimed by the company under the Income tax Act. The

matter is pending before the Commissioner of Income Tax (Appeals).

The company is contesting the demands and the management, including its tax advisors, believe that its position will

likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand

raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on

the company's financial position and results of operations.

Based on information available with the Company, there are no suppliers included in sundry creditors who are

registered as micro, small or medium enterprise under “The Micro, Small and Medium Enterprise Development Act,

2006” as at March 31, 2012.

March 31, 2013 March 31, 2012

Capital expenditure - 56,123,655

- 56,123,655

March 31, 2013 March 31, 2012

Professional fees (SGD 32,525) 1,426,414 1,249,812

Travelling Expense (HKD 9,621) 181,791

1,608,205 1,249,812

March 31, 2013 March 31, 2012

Research income (USD 900) 48,126 234,449

48,126 234,449


SB

ICA

P S

EC

URIT

IES L

IMIT

ED



32. Prior period expenses

33. Previous year figures

March 31, 2013 March 31, 2012

Membership & subscription 346,030 500,000

Leaseline charges 2,173,979 1,250,855

Depreciation - 239,526

Legal & professional fees - 150,000

2,520,009 2,140,381

Previous year's figures have been regrouped, rearranged and reclassified wherever necessary in order to confirm to the

current year's presentation.







Mumbai




To,

The Members,

SBICAP Trustee Company Limited

Your Directors have pleasure in presenting the 8th Annual Report and the Audited Accounts of SBICAP Trustee

Company Limited for the year ended 31st March 2013.

During the year 2012-13, the Company has consolidated its position as a prominent player in the Security Trustee

Business / Market, with a significant growth in the business, in terms of both number of new assignments and

revenues. The Company has bagged 381 new accounts during the year, as against 129 in the previous year. The

revenues from operations during the year at Rs.1495.85 lacs were also 29% higher than the figure of Rs. 1162.66

lacs recorded in the financial year 2011-12.

During the year 2012-13, the Company has established itself as a prominent player in the Debenture Trusteeship

Business. As on date, the Company has concluded 268 (Two Hundred Sixty Eight) Debenture Trusteeship

assignments, which were secured inspite of tough competition from other established players in the market. The

noteworthy being appointment of STCL as Debenture Trustee in case of IDBI Omni Bonds. Similarly all the

Debenture Trusteeship cases of State Bank of India (SBI) are transferred to STCL as per the instructions from SEBI.

The Directors of the Company are confident that the Company will establish itself as a leader in the Debenture

Trusteeship business in the days to come.

Your Directors are pleased to inform that the New Delhi and Kolkata branches are doing well in new business as

well as in ongoing work relating to the Security Trustee / Debenture Trustee assignments. STCL is planning to open

further branches at Bangalore, Chennai, Hyderabad and Ahmedabad during the year 2013-14. With the expected

presence across the Country, the Directors are confident of faster growth in our business.

During the period under review, the total Business Income of the Company was Rs. 1360.45 lacs, apart from Other

Income of Rs. 135.40 lacs. The company incurred total Expenditure of Rs. 380.98 lacs, with resultant Profit of

Rs. 1114.87 lacs before provision for income tax, as against the PBT of Rs. 864.72 lacs in the previous year.

During the year, the performance of the Company has been quite satisfactory, considering the growing intense

competition, with extremely low fees quoted by the competitors and offered by clients.

During the year, the Company issued Bonus Shares in the ratio of 1 Equity Share of Rs. 10/- each, for every one

existing Equity Share held. The Company has capitalized a sum of Rs. 50,00,000/- (Rupees Fifty lacs only) from its

Reserves on 26th February 2013 towards issuance of the Bonus Shares, and accordingly, the paid up capital of the

Company has increased from Rs. 50 lacs to Rs. 100 lacs only.

Out of the current years profit the Directors propose that a sum of Rs. 75,19,955/- be transferred to the General

Reserve. The Directors have proposed a Final Dividend of Rs.1.25 per share on the expanded capital base, subject

to approval by the Members in the Annual General Meeting.

The Company has not accepted any deposits from Public, during the year under review.

During the year under review, Mr. Rajeev Krishnan and Mr. Sunit Joshi have resigned from the Directorship of the

Company on account of their reportation to State Bank of India and Mr. V.G. Kannan – President & COO and Mr.

Avinash Kulkarni – EVP - CMG have been inducted in the Board. Also, Mr. V. Muralidharan – CFO has been newly

appointed as Director of the Board of Directors of STCL.

In accordance with the provisions of the Companies Act, 1956, Shri Supratim Sarkar, Director, holds office upto

the date of the 8th Annual General Meeting. The Company has received a Notice from a Member, under Section

257 of the Companies Act, 1956, proposing him as a candidate for the office of Director liable to retire by rotation.

Shri Supratim Sarkar has conveyed his consent for being re-appointed as Director.

I. Operations

II. Financial Results

III. Bonus Shares

IV. Dividend & Transfer to General Reserve

V. Deposits

VI. Directors

Directors' Report for the year 2012-2013



Accordingly, Shri Supratim Sarkar, Director, retires by rotation at the 8th Annual General Meeting of the Company,

and being eligible, has offered himself for re-appointment.

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgements and

estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of

affairs of the Company as on 31st March 2013 and of the profit or loss of the Company for the year ended

31st March, 2013;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records, in

accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for

preventing and detecting frauds and other irregularities; and

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

The Directors also wish to draw the kind attention of the Shareholders to the Report of the Auditors to the

Shareholders issued by M/s. Khandelwal Jain & Co. - the Statutory Auditors, on the financial accounts for the year

ended March 31, 2013.

M/s. Khandelwal Jain & Co., Chartered Accountants, the Statutory Auditors of the Company, retire at the

conclusion of the 8th Annual General Meeting of the Company.

The Board of Directors, at their 30th Meeting held on 10th April 2013, have recommended for appointment of

M/s. Sudit K. Parikh & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold office from

the conclusion of the 8th Annual General Meeting upto the conclusion of the 9th Annual General Meeting of the

Company. The Company has received a Certificate / Consent from M/s. Sudit K. Parikh & Co. to the effect that their

appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

In terms of the above Rules issued by the Central Government, the following information is furnished:

Since the Company is engaged only in Trusteeship activities, there is no information to report under this head.

Foreign Exchange Earnings and Outgo

During the period under review, the Company has not earned or expended any foreign exchange.

The information, as required under Section 217(2A) of the Companies Act, 1956, read with the Companies

(Particulars of Employees) Rules, 1975, as amended, is furnished in Annexure 'A'.

The Board is grateful to the State Bank Group and SBICAP & its associates for providing all support to the

Company. The Board also conveys its appreciation to all employees of the Company for their sincere and hard

work in these challenging times and difficult environment.

VII. Directors' Responsibility Statement

VIII. Auditors

IX. Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988

Conservation of Energy and Technology Absorption

X. Particulars of Employees

XI. Acknowledgement

V. G. Kannan Supratim Sarkar Avinash Kulkarni V. Muralidharan

Director Director Director Director

Date: 22nd April 2013



SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

STATEMENT PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT, 1956, AND THE COMPANIES

(PARTICULARS OF EMPLOYEES) RULES, 1975

Name Designation / Remunera- Qualifications Date of Age Last Employment

Nature of Duties tion (Rs.) & Experience commencement of held and Designation

employment

(A) Employed throughout the year and in receipt of remuneration aggregating not less than Rs. 60,00,000/- per annum

NIL

(B) Employed for the part of the year and are in receipt of remuneration aggregating not less than Rs. 5,00,000/- per month

NIL

Annexure


To

The Members,


We have audited the accompanying financial statements of SBICAP TRUSTEE COMPANY LIMITED (“the Company”),

which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement

for the year then ended, and a summary of significant accounting policies and other explanatory information

(collectively referred to as “Financial Statements”).

Management is responsible for the preparation of these financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance with the recognition and

measurement principles laid down and other accounting principles generally accepted in India. This responsibility

includes the design, implementation and maintenance of internal control relevant to the preparation and

presentation of the financial statements that give a true and fair view and are free from material misstatement,

whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our

audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.

Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of

the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit

also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts,

read together with significant accounting policies and the notes thereon, give the information required by the

Companies Act, 1956, 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 affairs of the Company as at March 31, 2013;

ii) in the case of the Statement of Profit and Loss, of the profit of the Company 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.

A. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in

terms of sub-section (4A) of Section 227 of the Companies Act, 1956, as amended by the Companies (Auditors'

Report) (Amendment) Order, 2004 and on the basis of such checks as we considered appropriate and

according to the information and explanations given to us during the course of the audit, we give in the

Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent they are

applicable to the Company.

B. Further to our comments in the Annexure referred to in paragraph A above, and as required by section 227(3)

of the Companies Act, 1956, we report that:

i) we have obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purpose of our audit;

ii) in our opinion proper books of account as required by law have been kept by the Company so far as appear

from our examination of those books;

1. Report on the Financial Statements

2. Management's Responsibility for the Financial Statements

3. Auditor's Responsibility

4. Opinion

5. Report on Other Legal and Regulatory Requirements

Independent Auditor's Report on Financial Statements


SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

For KHANDELWAL JAIN & CO.

Chartered Accountants,


(S. S. SHAH)

PARTNER

Membership No.33632

Place : Mumbai

Date : April 22, 2013

iii) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in

agreement with the books of account; and

iv) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the

Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the directors of the Company as on March 31, 2013 and

taken on record by the Board of Directors and according to the information and explanation given to us, none

of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of Section

274(1)(g) of the Companies Act, 1956.


Independent Auditor's Report on Financial Statements

(Referred to in Paragraph 5A of our report of even date to the Members of SBICAP TRUSTEE COMPANY LIMITED on the

accounts for the year ended March 31, 2013.)

1. (a) The company has maintained proper records showing full particulars, including quantitative details and


(b) As explained to us, physical verification of fixed assets was conducted by the management. We have been

informed that no material discrepancies were noticed on such physical verification.

(C) No substantial part of fixed assets of the Company has been disposed off during the year, and the going

concern status of the Company is not affected.

2. The Company's nature of operations do not require it to hold inventories. Accordingly, clauses (ii) (a) to (ii) (c) of

paragraph 4 of the Companies (Auditor's Report) Order, 2003 ('the Order') are not applicable to the Company.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in

the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in

the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control

system commensurate with the size of the Company and the nature of its business with regard to the purchase of

fixed assets and also for rendering of services. We have not observed any continuing failure to correct major

weakness in the internal control system during the course of our audit.

5. 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 Company has not entered into any contracts or arrangements that

need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6. According to the information and explanations given to us, the Company has not accepted any deposits during the

period from the public within the meaning of the provisions of Sections 58A and 58AA or any other relevant

provisions of the Companies Act, 1956 and the rules made thereunder.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the

maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for any of the activities of the

Company.

9. (a) According to the information and explanations given to us, and on the basis of our examination of the books of

account, there were no undisputed statutory dues payable including provident fund, investor education and

protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise

duty, cess and any other statutory dues wherever applicable.

(b) According to the information and explanation given to us, there were no dues in respect of sales tax, income

tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the

appropriate authorities on account of any dispute.

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses

during the financial year covered by the audit and in the immediately preceding financial year.

11. The Company has not taken any loan from banks or financial institutions and the Company has not issued any

debentures.

12. 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, the provisions of

clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company is not dealing or trading in shares, securities, debentures and other investments.



SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

15. In our opinion and according to the information and explanations given to us, the Company has not given

guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loans during the year.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the

Balance sheet of the Company, we report that, the company has not raised funds on short term basis during the

year and hence the question of utilization does not arise.

18. The Company has not made any preferential allotment of shares to the parties and companies covered in the

register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any Debentures during the year covered by our report.

20. During the year covered by our report, the Company has not raised any money by way of public issue.

21. Based upon the audit procedures performed and the information and explanations given by the management, we

report that no fraud on the Company or by the Company has been noticed or reported during the year.



Chartered Accountants,


(S. S. SHAH)

PARTNER

Membership No.33632

Place : Mumbai

Date : April 22, 2013


BALANCE SHEET AS AT 31ST MARCH, 2013

PARTICULARS NOTE NO. AS AT 31 March 2013 AS AT 31 March 2012

(Amount in Rs.) (Amount in Rs.)

a) Share Capital 2 10,000,000 5,000,000

b) Reserves and Surplus 3 185,004,248 116,267,140

195,004,248 121,267,140

a) Deferred Tax Liabilities (Net) 4 117,543 229,900

b) Other long Term Liabilities 5 346,897 209,500

464,440 439,400

a) Trade Payables 6 - 13,300

b) Other Current Liablities 7 5,630,984 3,604,403

c) Short Term Provisions 8 6,462,438 4,513,251

12,093,422 8,130,954

207,562,110 129,837,494

(a) Fixed Assets 9

(I) Tangible Assets 2,904,674 1,937,955

(ii) Intangible Assets 354,769 591,282

(b) Long Term Loans and Advances 10 3,905,260 3,101,000

7,164,703 5,630,237

(a) Trade Receivables 11 19,890,016 6,168,934

(b) Cash and Bank Balances 12 159,589,403 108,293,146

(c) Short Term Loans and Advances 13 20,917,988 9,745,177

200,397,407 124,207,257

207,562,110 129,837,494

I. EQUITY AND LIABILITIES

1. Shareholders' Funds

2. Non-Current Liablities

3. Current Liablities

TOTAL

II. ASSETS

1. Non Current Assets

2. Current Asses

TOTAL


CHARTERED ACCOUNTANTS

Firms Registration No.: 105049W

V.G.Kannan Supratim Sarkar

Director Director

(S.S SHAH) Avinash Kulkarni V.Muralidharan

PARTNER Director Director


PLACE : MUMBAI Ajit Joshi

DATE : April 22, 2013 Company Secretary

Significant Accounting Policies & Notes to Accounts :Note 1 & 2 to 19

Notes attached forms an integral part of the accounts




SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2013





Director Director






Significant Accounting Policies & Notes to Accounts :Note 1 & 2 to 19

Notes attached forms an integral part of the accounts



PARTICULARS NOTE NO. FOR THE YEAR ENDED FOR THE YEAR ENDED

31ST MARCH, 2013 31ST MARCH, 2012

(Amount in Rs) (Amount in Rs)

Revenue from Operations 14 136,045,062 107,761,303

Other Income 15 13,539,640 8,504,876

149,584,702 116,266,179

Employee Benefit Expenses 16 21,544,044 16,939,114

Depreciation and Amortisation Expenses 17 1,236,786 883,085

Other Expenses 18 15,316,684 11,972,153

38,097,514 29,794,352

111,487,188 86,471,827

- Current Tax 36,400,000 27,800,000

- Excess provision of income tax of earlier year written back - (32,051)

- Deferred Tax (112,358) 448,680

75,199,546 58,255,198

Basic 75.20 58.26

Diluted 75.20 58.26

Basic 1,000,000 1,000,000

Diluted 1,000,000 1,000,000

Total Income

EXPENSES

Total Expenses

Profit before Tax

Tax Expense

Profit after tax for the year

Earning per Share of par value of Rs.10/- each

Number of shares used in computing earnings per share


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013


SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

(Amount in Rupees)

Current Year Previous Year

Net Profit Before Tax 111,487,188 86,471,827

Depreciation 1,236,786 883,085

Provision for Doubtful Debts 602,758 84,492

Interest Income Considered separately 13,331,547 8,344,276

Profit on sale of fixed assets 93,453 11,038

99,901,732 79,084,090

Decrease/(Increase) in Trade Receivables (14,323,840) 2,334,194

(Increase) in Other Current Assets (92,090)

(Increase) in Loans and Advances (664,663) (10,541,469)

(Decrease)/Increase in Current Liabilities 3,662,255 (7,111,302)

Increase in Long term Liabilities 137,397

Income Tax paid (38,666,818) (17,400,000)

50,046,063 46,273,423

(Purchase) of Fixed Assets (2,214,671) (2,210,644)

Interest received 4,285,958 4,062,940

Proceeds from sale of fixed assets 341,132 60,413

2,412,419 1,912,709

Dividend & Dividend Distribution Tax Paid (1,162,225) (583,044)

(1,162,225) (583,044)

Net change in Cash & Cash Equivalents (A+B+C) 51,296,257 47,603,088

Opening Balance of Cash & Cash Equivalents 108,293,146 60,690,058

Closing Balance of Cash & Cash Equivalents 159,589,403 108,293,146

A. CASH FLOW FROM OPERATING ACTIVITIES

Adjustment for :-

Operating Profit before Working Capital Changes

Net Cash Flow from Operating Activities

B. CASH FLOW FROM INVESTING ACTIVITIES

Net Cash (used in)/from Investing Activities

C. CASH FLOW FROM FINANCING ACTIVITIES

Net Cash (used in) financing activities





Director Director








1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of Preparation of Financial Statements:

1.2 Use of estimates:

1.3 Fixed Assets and Depreciation:

1.4 Investments:

1.5 Recognition of Revenue:

1.6 Provision for Current and Deferred Tax:

The financial statements are prepared in accordance with Generally Accepted Accounting Principles in India

under the historical cost convention on the accrual basis, and in compliance with the accounting standards

issued by the Institute of Chartered Accountants of India ("ICAI"), the provisions of the Companies Act, 1956 and

other applicable statutory enactments.

The preparation of the financial statements in conformity with generally accepted accounting principles (GAAP)

requires management to make estimates and assumptions that affect the reported amount of assets, liabilities,

revenues and expenses and disclosure of contingent liabilities on the date of the financial statements. The

estimates and assumptions used in the accompanying financial statements are based upon management's

evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results may

differ from the estimates and assumptions used in preparing the accompanying financial statements. Any

revision to accounting estimates is recognised prospectively in current and future periods.

Fixed Assets are stated at cost of acquisition or construction less accumulated depreciation and impairment loss,

if any. Cost comprises the purchase price and any attributed cost of bringing the asset to its working condition for

its intended use.

The Company provides depreciation on fixed assets, other than laptops and mobile phones, on Written Down

Value Method, at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956, on a pro –

rata basis. Depreciation on laptops and mobile phones is provided on Straight Line Method, at 33.33% per

annum on a pro– rata basis.

Assets individually costing less than Rs.5,000/- are fully depreciated in the year of acquisition.

Investments are classified into Current Investments and Non-Current Investments.

Current investments are stated at cost or net realisable value, whichever is lower.

Non-Current investments are stated at cost. Provision for diminution is made to recognise a decline, other than

temporary, determined separately for each individual investment.

g Trusteeship Acceptance Fees are recognised on the acceptance of trusteeship assignment.

g Trusteeship Service Charges are recognised / accrued on the basis of terms of Trusteeship Contracts /

Agreements entered into with clients.

g Interest income is accounted for on accrual basis.

g Dividend income is recognised when the right to receive dividend is established.

Income tax expense comprises current tax (i.e. amount of tax for the period determined in accordance with the

income tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences between

accounting income and taxable income for the period).

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the

tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are

recognised only to the extent there is reasonable certainty that the assets can be realised in future; however,

where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are

recognised only if there is virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each

balance sheet date and written down or written up to reflect the amount that is reasonably / virtually certain (as

the case may be) to be realised.

Debts outstanding for period of Provisions for doubtful debts

More than 6 months but not exceeding 12 months 10%

More than 12 months 100%



1.8 Earnings per Share:

1.9 Provisions, Contingent Liabilities and Contingent Asset:

1.10 Employee Benefits:

1.11 Cenvat Credit:

In accordance with the Accounting Standard 20 ( AS - 20) "Earnings Per Share" issued by the Institute of Chartered

Accountants of India, basic / diluted earnings per share is computed using the weighted average number of

shares outstanding during the period.

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 outflow of resources. Contingent

liabilities are not recognised but are disclosed in the notes. A disclosure for a contingent liability is made when

there is a possible obligation or a present obligation that may, but probably will not, require an outflow of

resources. When there is a possible obligation or a present obligation in respect of which the likelihood of

outflow of resources is remote, no provision or disclosure is made. Contingent assets are neither recognised nor

disclosed in the financial statements.

Gratuity

The Company has adopted the Group Gratuity Scheme of Life Insurance Corporation of India and annual

contributions determined by using actuarial valuation technique has been paid to the scheme and is charged to

Profit & Loss Account.

Provident fund

The Company contributes to a recognized provident fund which is a defined contribution scheme. The

contributions are accounted for on an accrual basis and recognized in the profit and loss account.

Compensated Absences

Short Term compensated absences are provided for based on estimates. Long Term compensated absences are

provided for based on actuarial valuation. The actuarial valuation is done as per projected unit credit method.

Cenvat Credit is accounted for by reducing relevant expenses /fixed assets.



SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

NOTE "3"

RESERVES AND SURPLUS

Profit and Loss Account

Opening Balance

TOTAL

As At March 31, 2013 As At March 31, 2012


General reserve

Opening balance 7,694,255 6,368,735

Add: Transferred from Profit & Loss Account 7,519,955 5,825,520

Less: Utilised for issue of bonus shares (5,000,000) (4,500,000)

10,214,210 7,694,255

108,572,885 57,305,432

Add: Net profit after tax transferred from Statement of Profit & Loss 75,199,546 58,255,198

Amount available for appropriation 183,772,431 115,560,630

Appropriations:

Final Dividend 1,250,000 1,000,000

Tax on Dividend 212,438 162,225

Transfer to General reserve 7,519,955 5,825,520

Profit and Loss Account - Closing Balance 174,790,038 108,572,885

185,004,248 116,267,140



Authorised Capital

20,00,000 (previous year 5,00,000) Equity Shares of Rs.10 each 20,000,000 5,000,000

20,000,000 5,000,000

10,00,000 (previous year 5,00,000) Equity Shares of Rs. 10/- each fully 10,000,000 5,000,000

paid up at par. [10,00,000 Equity shares (previous year 5,00,000) of

Rs.10/- each fully paid are held by SBI Capital Markets Limited, the

Holding Company.] [Out of the above, 9,50,000 (previous year

4,50,000) equity shares of Rs.10/- each were issued as fully paid up

bonus shares in the last five years by way

of capitalization of free reserves.]

TOTAL 10,000,000 5,000,000

Name of shareholder As At March 31, 2013 As At March 31, 2012

SBI Capital Markets Limited

No. of Shares held 999,880 499,946

% of shareholding 99.99 99.99

Particulars As At March 31, 2013 As At March 31, 2012

Number of shares at the beginning 500,000 50,000

Add: Bonus Shares issued on captialsation of reserves 500,000 450,000

Number of shares at the end 1,000,000 500,000

NOTE "2"

SHARE CAPITAL

Issued, Subscribed and Paid up capital

Details of shareholder holding more than 5% shares

is set out below :

Reconciliation of the number of shares outstanding

is set out below:





(a) Deferred Tax Assets

(i) Provision for Doubtful Debts 195,565 -

(ii) Preliminary expenditure - 1,622

195,565 1,622

(b) Deferred Tax Liabilities

Related to Fixed Assets 313,108 231,523

313,108 231,523

(117,543) (229,900)

Trust Settlement Fees 346,897 209,500

346,897 209,500

NOTE"4"

DEFERRED TAX LIABILITY (NET)

NET DEFERRED TAX LIABILITY

NOTE"5"

OTHER LONG TERM LIABILITIES

TOTAL

NOTE "6"

TRADE PAYABLES

TOTAL



Trust Settlement Fees - 13,300

- 13,300

NOTE"7"

OTHER CURRENT LIABILITIES

TOTAL

NOTE"8"

SHORT TERM PROVISIONS

TOTAL

Advances received from customers 600,000 694,500

Advances received from customers for CERSAI 1,787,430 120,000

Income received in Advance 1,696,366 2,023,363

Other Payables

(a) Statutory dues 309,291 336,264

(b) Creditors/Provision for expenses 1,027,984 312,678

(c) Retention monies 209,913 117,598

5,630,984 3,604,403

Provision for Employee benefits

- Performance Linked variable payment 5,000,000 3,351,026

Proposed Dividend 1,250,000 1,000,000

Tax on Dividend 212,438 162,225

6,462,438



SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

AS A

T

AD

DIT

ION

SD

ELE

TIO

NA

S

AT A

TU

P T

OFO

R T

HE

ON

DELE

TIO

NU

P T

OA

S A

TA

S A

T

31.0

3.2

01

23

1.0

3.2

01

33

1.3

.20

12

YEA

R31.3

.2013

31.3

.2013

31.3

.2012

Co

mp

ute

r o

ther

than

lap

top

s 6

66,6

61

47

6,0

14

1,1

42

,67

52

65

,02

92

23

,872

488,9

01

653,7

74

401,6

32

Lap

top

s1,3

84,8

79

1,4

07

,63

33

69

,57

42

,42

2,9

38

70

6,0

04

54

9,9

71

192,8

75

1,0

63,1

00

1,3

59,8

38

678,8

75

Off

ice E

qu

ipm

en

t

(oth

er

than

bla

ckb

err

y) 4

63,7

51

2

08

,50

9

67

2,2

60

1

02

,91

7

77

,123

180,0

40

492,2

20

360,8

34

Off

ice E

qu

ipm

en

t (b

lack

berr

y) 3

43,5

10

1

16

,73

9

10

3,5

31

3

56

,71

8

76

,60

9

10

1,9

52

32,5

51

146,0

11

210,7

07

266,9

01

Furn

itu

re &

Fix

ture

s 3

11,3

06

5

,77

6

31

7,0

82

8

1,5

93

4

7,3

54

128,9

47

188,1

35

229,7

13

3,1

70,1

07

2

,21

4,6

71

4

73

,10

5

4,9

11

,67

3

1,2

32

,15

2

1,0

00

,273

225,4

26

2,0

06,9

99

2,9

04,6

74

1,9

37,9

55

Co

mp

ute

r So

ftw

are

518,3

12

-

51

8,3

12

1

04

,44

0

16

5,5

49

269,9

89

248,3

23

413,8

72

Web

sit

e h

ost

ing

210,0

00

-

21

0,0

00

3

2,5

90

7

0,9

64

103,5

54

106,4

46

177,4

10

728,3

12

-

-

72

8,3

12

1

37

,03

0

23

6,5

13

-

3

73,5

43

354,7

69

591,2

82

3,8

98,4

19

2

,21

4,6

71

4

73

,10

5

5,6

39

,98

5

1,3

69

,18

2

1,2

36

,786

225,4

26

2,3

80,5

42

3,2

59,4

43

2,5

29,2

37

Pre

vio

us

Year

1,7

48,1

88

2

,21

0,6

44

6

0,4

13

3

,89

8,4

19

1

,36

9,1

82

8

83

,085

11,0

38

2,2

41,2

29

1,6

57,1

90

379,0

06

Tan

gib

le A

ssets

Su

b -

tota

l

Inta

ng

ible

Ass

ets

Su

b -

tota

l

Tota

l DESC

RIP

TIO

NG

RO

SS B

LOC

KD

EPREC

IATIO

N &

AM

ORTIZ

ATIO

NN

ET B

LOC

K

FIX

ED

AS

SETS A

S A

T 3

1 S

T M

AR

CH

, 2013

(Am

ou

nt

in R

s.)

NO

TE "

9"





Rental Deposits 3,905,260 3,101,000

Unsecured, Considered Good

3,905,260 3,101,000

Debts Outstanding for period exceeding six months

Considered Good 5,424,807 760,426

Considered Doubtful 687,250 84,492

6,112,057 844,918

Less: Provision for doubtful debts 687,250 84,492

5,424,807 760,426

Others

Considered Good 14,465,209 5,408,508

Considered Doubtful - -

14,465,209 5,408,508

19,890,016 6,168,934

Cash and Cash Equivalents 2,000 641

Balances with Banks:

In Current Account 2,762,077 2,934,609

In Current Account - Escrow account for CERSAI 1,787,430 120,000

Other Bank Balance

In Fixed Deposits (with maturity of more than 3 months but 50,437,896 -

less than 12 months from the date of Balance sheet)

In Fixed Deposits (with maturity of more than 12 months from 104,600,000 105,237,896

the date of Balance sheet)

159,589,403 108,293,146

The deposits maintained by the Company with banks comprise of time deposits, which can be withdrawn by the

Company at any point without prior notice or penalty on the principal.

Advance Income Tax (Net of Provisions) 5,873,306 3,606,488

Cenvat Credit Receivable 115,845 33,680

Prepaid Expenses 372,242 983,706

Advances to employees towards expenses 386,493 241,794

Accrued Interest on Fixed Deposits due from related parties* 13,917,690 4,872,100

Expenses recoverable from clients 44,025 7,409

Service Tax paid in advance 208,387 -

20,917,988 9,745,177

* Accrued interest on Fixed Deposits due from related parties include State Bank of India Rs.1,34,09,709/- (Previous Year Rs.48,72,100/-), State Bank of Bikaner and Jaipur Rs.4,92,644/- (Previous Year Rs. NIL) and State Bank of Patiala Rs.15,337/- (Previous Year Rs. NIL).

NOTE"10"

LONG TERM LOANS AND ADVANCES

TOTAL

NOTE "11"

TRADE RECEIVABLES

(Unsecured )

TOTAL

NOTE "12"

CASH AND BANK BALANCES

TOTAL

NOTE "13"

SHORT TERM LOANS & ADVANCES

(Unsecured, Considered Good)

TOTAL



SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

NOTES TO THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2013

AS AT 31.03.2013 AS AT 31.03.2012


Trusteeship Acceptance Fees 27,767,519 24,840,000

Trusteeship Service Charges 108,277,543 82,921,303

136,045,062 107,761,303

Interest Income 13,331,547 8,330,284

Miscellaneous Income 114,640 149,562

Interest on Income Tax refund - 13,992

Profit on Sale of Asset 93,453 11,038

13,539,640 8,504,876

Employee Salary, Allowances and Benefits 19,802,361 14,944,595

Staff Welfare Expenses 798,242 1,369,538

Contribution to Gratuity Fund 280,413 100,858

Contribution to Provident Fund (Employer's) 663,028 524,123

21,544,044 16,939,114

Tangible Assets 1,000,273 761,998

Intangible Assets 236,513 121,087

1,236,786 883,085

Rent 6,485,468 6,217,600

Rates & Taxes 141,644 2,164

Insurance 143,985 127,332

Legal and Professional Fees 2,475,116 1,794,018

Payment to Auditor's

a) as auditor 150,000 125,000

b) for tax audit 60,000 50,000

c) other services 30,000 18,000

Computer Stationery 283,626 326,382

Conveyance 1,352,990 832,631

Electricity Charges 620,212 484,431

House Keeping & Security Expenses 544,483 456,332

Repairs and Maintenance 396,592 382,268

SEBI Application & Registration Fees 333,029 333,942

Communication Expenses 871,941 448,132

Provision for Doubtful Debts 602,758 84,492

Miscellaneous Expenses 641,223 289,429

Bad Debts 183,617 -

15,316,684 11,972,153

NOTE "14"

REVENUE FROM OPERATIONS

TOTAL

NOTE "15"

OTHER INCOME

TOTAL

NOTE "16"

EMPLOYEE BENEFIT EXPENSES

TOTAL

NOTE "17"

DEPRECIATION AND AMORTISATION

TOTAL

NOTE "18"

ADMINISTRATION AND OTHER EXPENSES

TOTAL


Where Control exists: -

A Name of Party Relationship

State Bank of India Ultimate Holding Company

SBI Capital Markets Ltd. Holding Company

B Fellow Subsidiary and Associates Relationship

SBICAPS Ventures Ltd. Fellow Subsidiary

SBICAP Securities Ltd. Fellow Subsidiary

SBICAP (UK) Limited Fellow Subsidiary

SBICAP (Singapore) Limited Fellow Subsidiary

State Bank of Patiala Associate of State Bank of India

State Bank of Bikaner and Jaipur Associate of State Bank of India

C Key Management Personnel Designation

Mr. Vishwas Pathak Sr.Vice President & COO

NOTE ”19” NOTES FORMING PART OF ACCOUNTS

19.1 Nature of activities:

19.2 Segment Reporting:

The Company carries out various corporate trusteeship activities viz. security trusteeship, debenture trusteeship, security agent, share pledge trusteeship, safe custody of documents etc.

The Company is engaged in only one line of business namely Corporate Trusteeship Activities and as such it has no other reportable segment as defined in Accounting Standard 17 on “Segment Reporting”.

Particulars FY 2012 - 2013 FY 2011 - 2012

As Statutory Auditor (Including Service Tax) Rs.1,68,540 Rs.1,37,875

As Tax Auditor (Including Service Tax) Rs.67,416 Rs.55,150

Other Services (Including Service Tax) Rs.33,709 Rs.19,854

(Amount in Rupees)

Particulars FY 2012 - 2013 FY 2011 - 2012

a. Expenditure in Foreign Currency Nil Nil

b. Earning in Foreign Currency – 3,93,656 Nil

(Amount in Rupees)

19.319.4

19.5

Auditors Remuneration:Information with regard to matters specified in paragraph 4C (Applicable in case of Manufacturing Companies) of

stpart II of Schedule VI to the Companies Act, 1956, are not applicable for the year ended 31 March 2013.

Information with regard to matters specified in paragraph 4D of part II of Schedule VI to the Companies Act, 1956, are as under:

19.6 Related Party Information:(i) Relationships:



SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

SBI Capital Markets Ltd Payments made on behalf of

the Company & reimbursed

State Bank of India (Cuffe Parade Interest Income 23,946 26,741

Branch Mumbai )

Fixed Deposits Balance as at 31 March 2,28,425 2,28,425

2013 & 2012

Accrued Interest on Fixed Deposit as at 43,048 21,497

31 March 2013 & 2012

State Bank of India (Fort Branch Interest Income 1,27,43,173 83,03,543stMumbai) Bank Balance as at 31 March 2013 & 45,49,507 30,54,609

2012

Fixed Deposits Balance as at 31 March 13,20,09,471 10,50,09,471

2013 & 2012

Accrued Interest on Fixed Deposit as at 1,33,66,661 48,50,603

31 March 2013 & 2012

State Bank of Bikaner and Jaipur Interest Income 5,47,386 -

(Fort Branch, Mumbai)

Fixed Deposits Balance as at 31 March 1,65,00,000 -

2013 & 2012

Accrued Interest on Fixed Deposit as at 4,92,644 -

31 March 2013 & 2012

State Bank of Patiala (Colaba Branch, Interest Income 17,042 -

Mumbai)

Fixed Deposits Balance as at 31 March 63,00,000 -

2013 & 2012

Accrued Interest on Fixed Deposit as at 15,337 -

31 March 2013 & 2012

Mr. Vishwas Pathak Gross Remuneration including 41,19,127 32,97,892

allowances, perquisites and

contribution to Provident Fund

Mr. L. Nandakumar Gross Remuneration including - 18,43,912st(upto 31 January, 2012 allowances, perquisites and

contribution to Provident Fund

3,73,759 23,68,828

(ii) Details of transactions with Related Parties are as follows: -

Name of the Related Party Particulars FY 2012 – 2013 FY 2011 - 2012

(Amount in Rupees)

Notes: -a) The Company has not entered into any transaction with other related parties.b) Related party relationships on the basis of Accounting Standard 18 (AS 18) as in (i) above are as given by the

Company and relied upon by the Auditors.

*Note: Consequent to the issuance of bonus shares as mentioned in Note 19.10, the calculation of basic and diluted earnings per share has been adjusted for the increase in the number of equity shares outstanding as a result of the issuance of bonus equity shares, for all the years presented.

19.7 Earnings Per equity share:

Particulars For the year ended31.03.2013

For the year ended31.03. 2012

a. ( Profit / Loss) attributable to equity shareholders' (Rs.) 7,51,99,546 5,82,55,198

b. Weighted average number of equity shares outstanding during 10,00,000 10,00,000*

the period (Nos.)

c. Basic/Diluted Earnings per equity share (a/b) (Rs.) 75.20 58.26

d. Face value of each equity share (Rs.) 10 10



2012-13 2012-12

PV of Past Service Benefit 4,35,128 2,08,384

Current Service Cost 1,77,109 1,13,232

Total Service Gratuity 70,32,563 42,62,639

Accrued Gratuity 6,54,819 3,34,070

LCSA 37,52,478 28,36,720

LC Premium (A) 10,683 9,110

Service Tax @10.30% (B) 1,320 938

19.9

As per Accounting Standard 15 "Employee Benefits", the disclosure of Employee benefits as defined in theAccounting Standard are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognised as expense for the year are as under:

(Amount in Rupees)

2012-13

Employer's Contribution to Provident Fund 7,37,048

(P.Y. 5,74,426)

Defined Benefit Plan

The Company has adopted the Group Gratuity Scheme of Life Insurance Corporation of India and annual contributions, determined by using actuarial valuation technique, has been paid to the scheme. Details of the same to the extent available from LIC of India are as follows:

Membership Data

19.8 Deferred Tax

Components of Net Deferred Tax (Liabilities)/Assets are as under:

(Amount in Rupees)

Particulars As at 31.03.2013 As at 31.03.2012

Preliminary expenses written off - 1622

Provision for doubtful debts 1,95,565 -

1,95,565 1622

Related to Fixed Assets 3,13,108 2,31,523

(1,17,543) (229,901)

Deferred Tax Asset

Total

Deferred Tax Liability

Net Deferred Tax Liability

2012-13 2011-12

Number of Members 25 19

Average Age 32.72 33.95

Average Monthly Salary 22,350.76 18,726.73

Average Past Service 1.40 1.26

Valuation Method: Projected Unit Credit Method

Actuarial Assumptions

Mortality Rate LIC (1994-96) ultimate

Withdrawal Rate 1% to 3% depending on age

Discount Rate 8% p.a.

Salary escalation 4%

Results of Valuation

(Amount in Rupees)



SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

Recommended Contribution Rate

(Amount in Rupees)

Total Amount Payable

(Amount in Rupees)

Benefit Valued

At the Extraordinary General Meeting held on February 26, 2013, the shareholders approved the issue of 500,000 equity

shares of Rs. 10/ each fully paid up as bonus shares in the ratio of 1 equity share for every one equity share held by the

equity shareholders of the Company whose name appear in the register of members as on the record date, by

capitalization of Rs.50,00,000/- out of General Reserve. The Same were allotted on February 26, 2013.

Maximum obligation on lease rentals payable as per the lease agreement is as under:-

Trade Receivables balances as on March 31, 2013 are subject to confirmation and reconciliation, if any. However, the management does not expect any material variation.

Contingent Liabilities: Rs.Nil (Previous Year Rs.Nil).

Commitments: Estimated amount of contracts remaining to be executed on capital account not provided for Rs.Nil (Previous Year : Rs.Nil).

stThe management is of the opinion that there are no contingent liabilities and commitments outstanding as at 31 March 2013.

There were no outstanding dues to Micro, Small and Medium Enterprises.

19.10 Issue of Bonus Shares

19.11 Operating Lease:

19.12 Trade Receivables:

19.13

19.14

19.15

19.16

2012-13 2011-12

Fund Value as on Renewal Rate 3,42,507 2,29,868

Additional Contribution for existing fund © 92,621 -

Current service cost (D ) 1,77,109 91,748

2012-13 2011-12

Total Amount Payable (A+B+C+D) 2,81,733 1,01,796

Particulars As At 31.03.2013 As At 31.03.2012

(Rs.) (Rs.)

Not later than one year 31,51,920 61,77,600

Later than one year but not later than five years 29,47,120 15,44,400

Above five years - -

Category NRA Gratuity Ceiling Slab Rate LCSA Ceiling RTA TABLE

1 60 10,00,000 99 15 175,000 GG41




19.17 The previous year's figures have been reclassified, regrouped, rearranged and recasted to make them comparable with current year's figures and to conform to the format of requirement of Revised Schedule VI to the Companies Act 1956.





Director Director









SB

ICA

P T

RU

STEE C

OM

PAN

Y L

IMIT

ED

SBICAPVENTURES LIMITED



To,

The Members,

thYour Directors have pleasure in presenting the 8 Annual Report and the Audited Accounts of SBICAP Ventures Limited for stthe year ended 31 March 2013.

In order to bring uniformity in the names of the subsidiaries of SBI Capital Markets Limited, the name of the Company has been changed from SBICAPS Ventures Limited to SBICAP Ventures Limited.

During the year under review, the Company has made a net profit (after tax) of Rs.0.35 crores.

No dividend is proposed for the Financial Year 2012-13.

The Company has not accepted any deposits from Public during the year under review.

During the year under review, the following changes took place among Directors of the Company :-

th·Shri Rajeev Krishnan, President & COO, SBI Capital Markets Limited was appointed as Director w.e.f. 11 August, 2012.

th·Shri S. Vishvanathan resigned as Director w.e.f. 17 August, 2012, consequent to his repatriation to State Bank of India as Dy. Managing Director & GE.

·Smt. Arundhati Bhattacharya, Managing Director & CEO, SBI Capital Markets Limited was appointed as Director stw.e.f. 21 August, 2012.

th·Shri V. Muralidharan, Sr. Vice President & CFO, SBI Capital Markets Limited was appointed as Director w.e.f 18 October, 2012.

·Shri Shyamal Acharya, Dy. Managing Director & GE (Associates & Subsidiaries), State Bank of India, resigned as thDirector w.e.f. 29 November, 2012.

rd·Shri S. Vishvanathan, Managing Director & GE (A&S), State Bank of India, was appointed as Director w.e.f. 3 December, 2012.

th·Shri Rajeev Krishnan resigned as Director w.e.f. 15 December, 2012, consequent to his repatriation to State Bank of India as Chief General Manager (Stressed Assets Management - II).

th·Shri V. G. Kannan, President & COO, SBI Capital Markets Limited, was appointed as Director w.e.f. 8 January, 2013.

The Board places on record its deep appreciation of the valuable contributions made by Shri Shyamal Acharya and Shri Rajeev Krishnan during their tenure as Directors and extends a hearty welcome to Shri S. Vishvanathan, Smt. Arundhati Bhattacharya, Shri V. G. Kannan and Shri V. Muralidharan as Directors of the Company.

thShri V. Muralidharan, Director, will retire by rotation at the ensuing 8 Annual General Meeting. Shri V. Muralidharan, being eligible, has offered himself for re-appointment as Director liable to retire by rotation.

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that :-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently, and judgements and estimates that have been made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company

st stas on 31 March 2013, including the profit or loss of the Company for the year ended 31 March, 2013;

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

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

The Directors also wish to draw the attention of the Shareholders to the Report of the Auditors to the Shareholders by M/s. D.S.K. & Associates, the Statutory Auditors, on the financial accounts for the year ended March 31, 2013.

I. Change of name of the Company

II. Financial Results

III. Dividend

IV. Deposits

V. Directors

VI. Directors' Responsibility Statement


SB

ICA

P V

EN

TU

RES L

IMIT

ED


VII. AuditorsM/s. Khimji Kunverji & Co., Chartered Accountants, resigned as Statutory Auditors of the Company. Accordingly, M/s. D. S. K. & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company by the

thMember of the Company at the Extra-ordinary General Meeting (EGM) held on 26 March, 2013 to hold the office thfrom the conclusion of the said EGM till the conclusion of the 8 Annual General Meeting.

M/s. D. S. K. & Associates, Chartered Accountants, who are the Company's Statutory Auditors, retire at the conclusion of th rd ththe 8 Annual General Meeting of the Company. The Board of Directors, at its 33 Meeting held on 15 April, 2013, has

recommended for re-appointment of M/s. D. S. K. & Associates, Chartered Accountants, as the Statutory Auditors of the th thCompany to hold office from the conclusion of the 8 Annual General Meeting upto the conclusion of the 9 Annual

General Meeting of the Company. The Company has received a Certificate from M/s. D.S.K. & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

In terms of the above Rules issued by the Central Government, the following information is furnished :-

Conservation of Energy and Technology AbsorptionSince the Company has not undertaken business activities during the year under review, there is no information to report under this head.

Foreign Exchange Earnings and OutgoDuring the year under review, the Company has neither earned nor expended any foreign exchange.

There is no information to report in terms of the Companies (Particulars of Employees) Rules, 1975.

The Board is grateful to State Bank of India and to the SBICAP family for providing every support during the year.


(V. G. Kannan) (V. Muralidharan) Director Director

thDate :- 15 April, 2013

VIII. Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988

IX. Particulars of Employees

X. Acknowledgement


INDEPENDENT AUDITor's REPORT FOR THE YEAR 2012-13

To the members of SBICAP Ventures Limited.

We have audited the accompanying financial statements of SBICAP Ventures Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2013 and the Statement of Profit and loss and Cash flow statement for the year ended, a

summary of significant accounting policies and other explanatory information.



An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.



a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;b. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; andc. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

For D.S.K. & AssociatesChartered Accountants Firm Registration No.117710W

(Santosh T. Shinde)PartnerMembership No. 133613Mumbai, dated 15th April, 2013


SB

ICA

P V

EN

TU

RES L

IMIT

ED

ANNEXURE TO THE AUDITOR'S REPORT

The Annexure referred to in paragraph 1 of the Auditors' report to the members of SBICAP Ventures Limited (the

Company) for the year ended March 31, 2013. We report that:

i. In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and


b. As explained to us, the fixed assets have been physically verified by the management at reasonable intervals;

no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, no fixed asset has been

disposed during the year and therefore does not affect the going concern assumption.

ii. In respect of its inventories:

The company being an investing company, clause 4(ii) of the Order is not applicable to the company.

iii. In respect of Loans and advances given or taken:

a. The Company has neither granted nor taken any loans, secured or unsecured to or from companies, firms or

other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b. Therefore other sub-clauses under this para are not applicable.

iv. The Company has neither purchased inventory and Fixed Assets nor sold goods and services during the year; hence

clause 4(iv) is not applicable to the Company.

v. According to the information provided and explanation given by the management, the Company has not executed

any transaction which is required to be entered in the register maintained in pursuance of section 301 of the Act.

vi. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve

Bank of India, the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed

thereunder are not applicable.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. To the best of our knowledge and according to the information and explanations given to us, the Central

Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209

of the Companies Act, 1956 in respect of services carried out by the Company.

ix.

a) According to the information and explanations given to us and on the basis of our examination of the books of

account, the Company is generally regular in depositing undisputed statutory dues including provident fund,

income-tax, sales-tax, customs duty, investor education and protection fund, wealth and any other statutory

dues during the year with the appropriate authorities. As explained to us, the Company did not have any dues

on account of employee state insurance, excise duty and cess etc.

b) According to the information and explanations given to us, no undisputed dues payable in respect of income-

tax, sales tax, wealth tax, customs duty and cess were outstanding at 31 March 2013 for a period of more than

six months from the date they became payable

c) According to the information and explanations given to us, there are no dues in respect of sales tax, income

tax, sales tax, customs duty, wealth tax, excise duty, and cess that have not been deposited with the

appropriate authorities on account of any dispute.

x. The accumulated losses of the Company are less than fifty percent of its net worth and it has not incurred cash

losses, in the preceding financial year and also in the current financial year.

xi. On the basis of our examination and according to the information and explanations given to us, the company has

not defaulted in repayment of dues to any bank or financial institution. The company has not obtained any

borrowings by way of debentures.

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures

and other securities


AUDITOR'S REPORT (contd.)

xiii. The Company is not a chit fund, nidhi, mutual benefit fund or a society.

xiv. In our opinion and according to the information and explanations given to us, the Company is not dealing or

trading in shares, securities, debentures and other investments.

xv. 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.

xvi. The company did not have any term loans outstanding during the year.

xvii. In our opinion, and on the basis of our examination and according to the information and explanations given to

us, and on overall examination of the balance sheet of the company, we report that the company has not, prima

facie, used the funds borrowed on short term basis during the year for long term investment and vice versa.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the

register maintained under section 301 of the Act.

xix. The Company does not have any outstanding debentures during the year.

xx. The Company has not raised any money by public issues during the year.

xxi. According to the information and explanations given to us, no fraud on or by the Company has been noticed or

reported during the year.

For D.S.K. & Associates


Firm Registration No. 117710W

(Santosh T. Shinde)

Partner

Membership No. 133613

Mumbai, dated 15th April, 2013


SB

ICA

P V

EN

TU

RES L

IMIT

ED

Balance Sheet NotesAs at

31-Mar-

As at

31-Mar-12


2.1 41,620,000

15,220,062

41,620,00

0

2.2

Non-Current Liabilities - -

2.3 50,623 85,522

56,890,685 53,407,005

ASSETS

Non-current Assets

Fixed Assets

Tangible Assets

Non-current Investments

Long-term loans and advances

Other Non-Current Assets

2.4

2.5

2.6

2.7

3,636 4,224

-

1,065,463

12,616,67

-

18,900

14,691,084

2.8 40,830,953

1,346,112

37,421,46

3

2.9

42,177,065 39,720,639

56,890,685 53,407,005

Significant Accounting Policies & Notes to Accounts1 & 2 0

0 0

Notes referred to above form an integral part of the Accounts

As per our attached audit report of even date

For D SK & ASSOCIATESChartered Accountants

FOR AND ON BEHALF OF THE BOARDSBICAP Ventures Limited

Santosh T. Shinde

Partner

PLACE : MUMBAIDATE : 15/04/2013

(Amount in Rs.)

BALANCE SHEET AS AT 31ST MARCH 2013



(Amount in Rs.)


For the Year

ended

31-Mar-13

For the Year

ended

31-Mar-12

Notes

INCOME

Revenue from operations

Other Income

- -

2.10 4,712,571 5,101,017

Total 4,712,571 5,101,017

2.1

1

2.4

309,948 940,075

588 682

107,121 153,962

Total 417,657 1,094,719

PROFIT/(LOSS) BEFORE TAXATION

Current Tax Expenses

Shortfall of provision for tax in earlier years

MAT Credit created

Adjustment for :

4,294,914 4,006,298

1,327,133 1,694,430

1,614,835 -

(2,165,633) -

776,335 1,694,430

NET PROFIT/(LOSS) 3,518,579 2,311,868

Earnings per Equity Share

Basic/Diluted Earning Per Share (EPS) 0.85 0.46

/Diluted Earning Per Share (EPS) 0.96

Notes to Accounts





Santosh T. Shinde

Partner



SB

ICA

P V

EN

TU

RES L

IMIT

ED

Statement of Cash Flow

(Amount in Rs.)

PARTICULARSFor the

Yearended

For the Yearended

31-Mar-12

A.

4,294,914 4,006,298

DepreciationProvision for diminution in value of investmentInterest received during the yearInterest Accrued

588 682

- -

(3,216,892) (2,853,221)

953,065 (2,247,796)

Operating Profit / (Loss) before Working Capital Changes 2,031,675(34,899)

(1,094,037)1,503

Increase/(Decrease) in Current Liabilities

Cash generated form operation 1,996,776 (1,092,534)(3,775,495)

Tax paid during the year (804,178)

NET CASH FROM OPERATING ACTIVITIES 1,192,598 (4,868,029)

B. CASH FLOW FROM INVESTMENT ACTIVITIES

Investments in

Fixed DepositInterest received during the year

1,868,152 1,622,977

3,216,892 2,853,221

NET CASH FROM INVESTING ACTIVITIES 5,085,044 4,476,198

C. CASH FLOW FROM FINANCING ACTIVITIES

Buy back of Equity Shares - (11,499,880)

NET CASH FROM FINANCING ACTIVITIES - (11,499,880)

NET INCREASE IN CASH AND CASH EQUIVALENTCASH AND CASH EQUIVALENT (OPENING BALANCE)CASH AND CASH EQUIVALENT (CLOSING BALANCE)

6,277,642 (11,891,711)

553,311 12,445,022

6,830,953 553,311

Notes:1) Cash and cash equivalents include:

B a lances with bank Fixed Deposit

6,830,953 553,311

-

6,830,953 553,311

2) Fixed Deposits Includes More than 3 Months Less than 3 Months

47,000,000 48,868,152

-

Total Fixed Deposits 47,000,000 48,868,152

3) Previous year's figures have been regrouped/ rearranged to confirm to the current year's presentation, whenever necessary




Santosh T. Shinde

Partner



NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2013

(Amount in Rs.)

As at31-Mar-13

Rs.

As at

31-Mar-

12PARTICULARS

NOTE 2.1 : SHARE CAPITAL

Authorised

2,50,00,000 (PY: 2,50,00,000) Equity Shares of Rs.10 each 250,000,000

250,000,000

Issued, Subscribed & Paid up

41,62,000 (PY: 41,62,000) Equity Shares of Rs.10 each fully paid up(Of the above shares, 100% (PY: 100%) held by the holding companySBI Capital Markets Limited & its nominees)

41,620,000

41,620,000

41,620,000

41,620,000

The company has only one class of shares referred to as equity shares. Each holder of equity shares is entitled

to one vote per share.

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares

ParticularsNo. Rs. No. Rs.

At the beginning of the periodLess: Buy back during the year Outstanding at the end of the period

4,162,000 41,620,000 5,100,000 51,000,000

- - 938,000 9,380,000

4,162,000 41,620,000 4,162,000 41,620,000

NOTE 2.2 : RESERVES & SURPLUS

31-Mar-

13

Capital Redemption Reserve

Balance as per the last Financial Statements

Add : Transfer from Profit and Loss account

Closing Balance

9,380,000 -

9,380,000

9,380,000 9,380,000

Profit and loss account balance

Opening BalanceProfit during the year

2,321,483 11,509,495

3,518,579 2,311,868

Less : Appropriations

Amount utilised for buy back of shares Transfer to Capital Redemption Reserve

- 2,119,880

- 9,380,000

Closing Balance 5,840,062 2,321,483

TOTAL RESERVES AND SURPLUS 15,220,062 11,701,483

31-Mar-13 31-Mar-12

31-Mar-

13

NOTE 2.3 : OTHER CURRENT LIABILITIES

Sundry Creditors for Expenses (Refer note 2.15)

Others

44,450 76,969

6,173 8,553

50,623 85,522

PARTICULARS

As at

31-Mar-

13

As at

31-Mar-12

Rs.


SB

ICA

P V

EN

TU

RES L

IMIT

ED

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2013 (contd.)

(Am

ou

nt

in R

s)N

OTE

2.4

: F

IXED

ASSETS A

s at

01

.04

.20

12

Ad

dit

ion

sD

ed

uct

ion

s/

Ad

just

men

ts

As

at

31

.03

.20

13

As

at

01

.04

.20

12

Ad

dit

ion

sD

ed

uct

ion

s/

Ad

just

men

t

As

at

31.0

3.2

01

As

at

31.0

3.2

01

As

at

31.0

3.1

Off

ice e

qu

ipm

en

t8

,60

0

-

-

8,6

00

4,3

76

588

-

4,9

64

3,6

36

4,2

24

TO

TA

L8

,60

0

-

-

8,6

00

4,3

76

588

-

4,9

64

3,6

36

4,2

24

Tota

l (P

revi

ou

s ye

ar)

8,6

00

-

8,6

00

3,6

94

682

-

4,3

76

4,2

24

-

GRO

SS B

LOC

K

DEPR

EC

IATIO

N/A

MO

RTI

SA

TIO

NN

ET B

LOC

K

PARTIC

ULA

RS



(Amount in Rs.)

PARTICULARS

As at

31-Mar-

13

As at

31-Mar-12

Rs.

NOTE 2.5 : NON CURRENT INVESTMENTS

NON-TRADE

(Long term, at cost unless otherwise stated)

Invetment in Equity Instruments (unquoted)

Aptivaa Consulting Solutions Private Limited

- 500 (March 2012: 500) Shares of Rs.10 each fully paid up


value Rs. 3,48,075 (2012: Rs.3,48,075))

- -

Preference Shares (unquoted)

Aptivaa Consulting Solutions Private Limited

- 8,070 (March 2012: 8,070) Compulsorily Convertible Preference Shares

of Rs.10 each fully paid up


value Rs. 56,17,930 (2012: Rs.56,17,930))

-

-

-

-

Aggregate of quoted investments:

(i) Cost

(ii) Market Value

(iii) Book Value

Aggregate of unquoted investments:

(i) Cost

(ii) Book Value

-

-

-

-

-

-

5,966,006

5,966,006

-

-

Aggegrate of provision for diminution in value of investments 5,966,006

5,966,006

NOTE 2.6 : LOANS AND ADVANCES

(Unsecured and considered good unless otherwise stated)


Taxes Paid (Advance Tax and TDS)

Taxes Paid FY 10-11

Taxes Paid FY 11-12

Taxes Paid FY 12-13

-

2,643,503

1,308,728

1,308,728

801,848

-

Less: Provision for Tax 2,091,676

2,886,768

Taxes Paid (Net) 18,900

1,065,463

NOTE 2.7 OTHER NON-CURRENT ASSETS

Deposits with maturity of more than twelve months 13,000,000

12,000,000

MAT Credit Entitlement 2,165,633

616,679

Less : MAT Credit availed for AY 2012-2013 474,549

-

1,691,084

616,679

14,691,084

12,616,679


SB

ICA

P V

EN

TU

RES L

IMIT

ED


(Amount in Rs.)

PARTICULARS

As at

31-Mar-

13

As at

31-Mar-12

Rs.

NOTE 2.8 : CASH AND CASH EQUIVALENTS


Balances with banks

Current Account

Deposits with original maturity of less than three months

6,830,953 553,311

- -

6,830,953 553,311

Other Bank Balances

Deposits with maturity of more than twelve months

Deposits with maturity of more than three months but less than twelve months

13,000,000 12,000,000

34,000,000 36,868,152

47,000,000 48,868,152

Less : Amount disclosed under non-current assets 13,000,000 12,000,000

40,830,953 37,421,463

NOTE 2.9 : OTHER CURRENT ASSETS

Interest Accrued 1,346,112 2,299,176

1,346,112 2,299,176

(Amount in Rs.)

PARTICULARSAs at

31-Mar-13

As at

31-Mar-12

NOTE 2.10 : OTHER INCOME

Profit on Sale of Investments

Interest on FDR

- - 4,712,571 5,101,017 4,712,571 5,101,017

NOTE 2.11 : EMPLOYEE COST

Salaries and Allowances

Contribution to Provident and Other Fund

Leave Travel Expenses

Contribution to Pension

Medical Expenses

281,808

11,945

9,435

2,042

4,718

854,275

34,308

30,000

6,492

15,000

309,948 940,075

NOTE 2.12 : OTHER EXPENSE

Auditor's Remuneration (Refer Note No 2.14)

Legal & Professional Fees

Profession Tax

Rates and Taxes

Bank Charges

Directors Sitting Fees

Other Expense

44,944

21,186

2,500

29,899

163

7,500

929

82,022

45,220

2,500

6,590

2,630

15,000

-

107,121 153,962


2.13) (Amount in Rs)

31/03/2013 3/31/2012

30,00

0

10,00

0

58,000

15,000

9,022

82,022

2.15)

Name of Related PartyNature of

Relationship

a) SBI Capital Markets Ltd.

b) State Bank of India Ultimate

Holding

Nature of Transaction Ultimate Holding Company

3/31/2013 3/31/2012 3/31/2013 3/31/2012

1) Expenses

Deputation Cost

Bank Charges

2) Income

Dividend

Interest on FDR

2) Assets

a) Investments

b) Bank Account

Deposit with Bank

309,948

940,075

163

2,630

4,712,571

5,101,017

6,830,953

553,311

47,000,000

48,868,152

1,346,112 2,299,176

2.18) There is no contingent liability as at 31 March 2013 (Nil as at 31 March 2012).

2.20)

2.22) The Company has not recognized Deffered Tax Asset on Carried Forward Losses on the basis of prudence.


For DSK & ASSOCIATES

Chartered AccountantsFOR AND ON BEHALF OF THE BOARD

SBICAP Ventures Limited

Santosh T. Shinde

Partner

Membership No. 133613

PLACE : MUMBAI

DATE : 15/04/2013

10

3/31/2013

I Profit/(Loss) after tax

II Basic and diluted EPS (Rs.)

III Nominal value per share (Rs.)

IV Weighted average number of equity shares

Particulars

2.16) Transactions with related party:

Total

Audit Fees

For other matters

Service Tax

3/31/2012

0.46

0.85

Particulars

3,518,579

2,311,868

2.19) Segment information

2.21) The figures for the previous year have been regrouped/rearranged wherever necessary.

4,162,000

4,914,970

No other information under para 3, 4C and 4D of Part II of Schedule VI of The Companies Act, 1956 is applicable

to the

The operations of the Company fall under single business and geographical segment, hence no additional

disclosure is

The Company has made a buy-back of 9,38,000 Equity Shares from SBI Capital Markets Ltd. in the financial year 2011-2012 which was approved by the Board at its Meeting held on 18th January, 2012, and thereafter by the Shareholders of the Company at the Extra-ordinary General Meeting held on 18th January, 2012.

As at 31 March 2013, no amount is outstanding in respect of the any enterprises covered under The Micro, Small

and Medium Enterprise Development Act, 2006.

10

2.17) Earnings per equity share (EPS)

Holding Company

2.14) Payment to Auditors



SB

ICA

P V

EN

TU

RES L

IMIT

ED

(1) Significant Accounting Policies

1. Accounting Convention

2. Use of estimates

3. Revenue Recognition

4. Fixed Assets

5. Depreciation/ Amortisation

6. Investments

7. Translation of Foreign Currency Items

8. Retirement Benefits

9. Taxation

The financial Statements have been prepared under the historical cost convention on an accrual basis in compliance with all material aspect of the applicable Accounting Standards in India and the relevant provisions of the Companies Act, 1956. Except otherwise mentioned, the accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management's best knowledge of current events and actions, actual results could differ from these estimates.

Revenue is recognized to the extent that it is probable that economic benefits will flow to the Company and revenue can be easily measured. Dividend income on investments is accounted for when the right to receive the payment is established.

Fixed assets are stated at cost less accumulated depreciation and impairment if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

Depreciation on fixed assets is provided on Written down Value Method at the rates and in the manner specified in the Schedule XIV of the Indian Companies Act, 1956. Depreciation in Fixed Assets added / disposed of / discarded during the year has been provided on prorata basis with reference to the date of addition / disposition / discardation.

Current Investments are stated at lower of cost and market/fair value. Long Term Investments are stated at cost after deducting provision made, if any, for other than temporary diminution in the value.

Transactions in foreign currency are recorded at the rate of exchange prevailing on the date of transaction. Foreign currency monetary items are reported using closing rate of exchange at the year end. The resulting exchange gain/loss is reflected in the profit and loss account. Other items, like fixed assets, investments in equity shares are carried in terms of historical cost using the exchange rate at the date of transaction.

The Company makes defined contribution to Provident Fund which is recognized in the Profit and Loss Account on accrual basis.

Provision for current tax is made on the basis of estimated taxable income for the current accounting year in

accordance with the Income Tax Act, 1961.

Deferred tax for timing differences between the book and tax profits for the year is accounted for, using the prevailing enacted or substantially enacted tax rates and laws as of the Balance Sheet date. Deferred tax assets arising from timing differences are recognised to the extent there is reasonable certainty that these would be realized in future. Deferred tax assets in case of unabsorbed losses and unabsorbed depreciation are recognised only if there is virtual certainty that such deferred tax asset can be realized against future taxable profits.



10. Contingent Liabilities

11. Earnings per share

12. Provisions

13. Cash and Cash equivalents

Contingent liabilities are possible but not probable obligation as on Balance Sheet date, based on available evidences. Provisions are recognised when there is a present obligation, as a result of past event, and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are determined based on best estimate required to settle the obligation at the Balance Sheet date.

Basic and diluted earnings per share are reported in accordance with AS 20, “Earnings Per Share”. Basic earnings per equity share has been computed by dividing net profit after tax by weighted average number of equity shares outstanding for the year. Diluted earnings per equity share have been computed using the weighted average number of equity shares and dilutive potential equity shares outstanding during the year.

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.



SB

ICA

P V

EN

TU

RES L

IMIT

ED

SBICAP (UK)LIMITED


DIRECTORS

SECRETARY

REGISTERED OFFICE

REGISTERED NUMBER

AUDITORS

: Madhumita ChatterjeeMrutyunjay MahapatraArundhati Bhattacharya V G KannanBharati Rao S Vishvanathan

: Temple Secretarial Limited

: 7th Floor, 29 - 30 Cornhill, London, EC3V 3NF

: 05461622 (England and Wales)

: Haines Watts Slough LLPStatutory AuditorSterling House 177 - 181 Farmham Road, Slough SL 1 4XP

COMPANY INFORMATION FOR THE YEAR ENDED 31ST MARCH 2013


SB

ICA

P (

UK

) LI

MIT

ED

Report of the the DirectorsFor the year ended 31st March 2013

The directors present their report with the financial statements of the company for the year ended 31st March 2013

The principal activity of the company in the year under review was that of the arrangement of Corporate Finance and

providing Advisory Services.

For the financial year 2012-13, the Company has achieved a Turnover of (excluding interest income) of GBP 1,903,461 vis-

a-vis the previous year level of GBP 1,184,676 and PAT of GBP 1,164,337 as against the PAT of GBP 6,35,328 booked

during the previous year. Amongst all the assignments that the Company has handled during this financial year, two

major deals deserve mention. One was arranging part-acquisition finance for the Hindujas for its acquisition of

Houghton International, USA. The other significant achievement for SBICAP UK was lead managing the covered bond

issuance of AERH BV Netherlands, an Indirect Subsidiary of Suzlon. These two signature deals contributed substantially

not only to the bottom line but also in terms of the Company's International visibility and investor connect. Apart from

these, the Company has also arranged successful investor roadshows under OFS mandates and has achieved profit by

way of executing various India related project finance and corporate advisory mandates including FCCB Buybacks during

this year.

During the financial year 2013-14, the Company proposes to concentrate on the activites such as arranging ECBs,

Managing Foreign Currency Debt and Equity Issuances of Indian Corporates in the International Capital Market,

Placement of Local Currency Equity and debt issuances of Indian Corporates, FCCB (Issue / Buyback), along with M&A

Advisory services and Institutional broking.

No dividends will be distributed for the year ended 31st March 2013.

The directors shown below have held office during the whole of the period form 1st April 2012 to the date of this report.

Madhumita Chatterjee

Bharati Rao

Other changes in directors holding office are as follows:

Mrutyunjay Mahapatra - appointed 16th August 2012

Arundati Bhattacharya - appointed 3rd December 2012

V G Kannan - appointed 24th January 2013

S Vishvanathan - appointed 15th January 2013

R Kumar - resigned 18th April 2012

S Acharya - resigned 15th January 2013

The directors are responsible for prepariing the Report of the Directors and the financial statements in accordance with

applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practise (United Kingdom Accounting Standards and applicable law). Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and of the profit or loss of the company for that period. In preparing these financial statments, the directors

are required to :

n Select suitable accounting policies and then apply them consistently :

n Make judgements and accounting etimates that are reasonable and prudent:

n prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company

will continue in business.

Principal Activity

Review of Business

Dividends

Directors

Statement of Directors Responsibilities


Statement of Directors' Responsibilities - continued

Statement as to disclosure of information to auditors

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's transactions and disclose with reasonable accuracy at any time the financial position of the company and

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection and

fraud and other irregularities.

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

Company's auditors are aware of that information.

On behalf of the board :

Madhumita Chatterjee - Director

Date : 12th April, 2013

Report of the the DirectorsFor the year ended 31st March 2013


SB

ICA

P (

UK

) LI

MIT

ED

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF SBICAP (UK) LIMITED

We have audited the financial statements of SBICAP (UK) Limited for the year ended 31st March 2013 on pages five to

ten. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom

Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies

ACt 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are

required to state to them in Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do

no accept or assume responsibility to anyone other than the company and the company's members as a body, for our

audit work, for this report or for the opinions we have formed.

As explained more fully in the Statement of Director's Responsibilities set out on pages two and three, the directors are

responsible for the preparation fo the financial statements and for being satisfied that they give a true and fair view. Our

responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and

International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices

Board's Ethical Standards for Auditors.

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give

reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or

error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstance

and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates

made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and

non-financial information in the Report of the Directors to identify material Inconsistencies with the audited financial

statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications

for our report.

In our opinion the financial statements:

ngive a true and fair view of the state of the company's affairs as at 31st March 2013 and of its profit for the year then

ended;

nhave been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

nhave been prepared in accordance with the requirements of the Companies Act 2006.

In our opinion the information given in the Report of the Directors for the financial year for which the financial statements

are prepared is consistent with the financial statements.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

n adequare accounting records have not been kept, or returns adequate for our audit have not been received from

branches not visited by us; or

n the financial statements are not in agreement with the accounting records and returns; or

n certain disclosures of directors' remuneration specified by law are not made; or

nwe have not received all the information and explanations we require for our audit.

Kalbinder Sanghera (Senior Statutory Auditor)

for and on behalf of Haines Watts Slough LLP

Statutory Auditor

Sterling House

177 - 181 Farnham Road

Slough

SL1 4XP

Date : 12th April 2013

Respective responsibilities of directors and auditors

Scope of the audit of the financial statements

Opinion on financial statements

Opinion on other matter prescribed by the Companies Act 2006

Matters on which we are required to report by exception


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31st March 2013

TURNOVER

OPERATING PROFIT

PROFIT ON ORDINARY ACTIVITIES

BEFORE TAXATION

PROFIT FOR THE FINANCIAL YEAR

CONTINUING OPERATIONS

TOTAL RECOGNISED GAINS AND LOSSES

1,903,461 1,184,676

Administrative expenses (411,273) (339,749)

3 1,492,188 844,927

Interest receivable and similar income 4 40,335 14,655

1,532,523 859,582

Tax on profit on ordinary activities 5 (368,186) (224,254)

1,164,337 635,328

None of the company’s activities were acquired or discontinued during the current year or previous year.

The company has no recognised gains or losses other than the profits for the current year or previous year.

31/3/12Notes 31/3/13

The notes on pages 7 to 10 form part of the financial statements


SB

ICA

P (

UK

) LI

MIT

ED

balance sheet 31st march 2013

The notes on pages 7 to 10 form part of the financial statements

FIXED ASSETS

Current Assets

CREDITORS

NET CURRENT ASSETS

TOTAL ASSETS LESS CURRENT LIABILITIES

CAPITAL AND RESERVES

SHAREHOLDERS’ FUNDS

Tangible assets 6 15,553 18,027

Debtors 7 36,909 40,119Cash at bank 2,998,427 1,673,998

3,035,336 1,714,117

Amounts falling due within one year 8 (424,423) (270,015)

2,610,913 1,444,102

2,626,466 1,462,129

Called up Share Capital 10 200,000 200,000Profit and loss account 11 2,426,466 1,262,129

15 2,626,466 1,462,129

The financial statements were approved by the board of Directors on 12th April, 2013 and were signed on its behalf by :

Madhumita Chatterjee - Director

31/3/12Notes 31/3/13


NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2013

1.

Financial reporting standard number 1

Turnover

Tangible fixed assets

Deferred tax

Foreign currencies

Hire purchase and leasing commitments

Pension costs and other post-retirement benefits

2. STAFF COSTS

ACCOUNTING POLICIESAccounting convention

The financial statements have been prepared under the historical cost convention.

Exemption has been taken from preparing a cash flow statement on the grounds that the company qualifies as a small company.

Turnover represents net invoiced sales of services, excluding value added tax. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold - at variable rates on reducing balance Fixtures and fittings - at variable rates on reducing balance

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date. Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance

sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.

The company operates a defined contribution pension scheme. Contributions payable to the company’s pension sheme are charged to profit and loss account in the period to which they relate.

31/3/13 31/3/12

Wages and salaries 128,513 87,090 Social security costs 6,699 34,219 Other pension costs 10,748 2,112

145,960 123,421

The average monthly number of employees during the year was as follows:

31/3/13 31/3/12

Management 1 1 Operations 2 2

3 3


SB

ICA

P (

UK

) LI

MIT

ED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st March 2013 (contd.)

3. OPERATING PROFIT

4. INTEREST RECEIVABLE AND SIMILAR INCOME

5. TAXATIONAnalysis of the tax charge

Factors affecting the tax charge

The operating profit is stated after charging/( crediting ):

31/3/13 31/3/12

Other operating leases 53,982 53,982Depreciation - owned assets 3,805 4,087Auditors’ remuneration 4,850 4,850Foreign exchange differences (652) (419)

Directors’ remuneration 62,256 66,166

31/3/13 31/3/12

Deposit account interest 40,335 14,655

The tax charge on the profit on ordinary activities for the year was as follows:

31/3/13 31/3/12

Current tax:UK corporation tax 368,186 224,254

Tax on profit on ordinary activities 368,186 224,254

The tax assessed for the year is higher than the standard rate of corporation tax in UK. Thedifference is explained below:

31/3/13 31/3/12

Profit on ordinary activities before tax 1,532,523 859,582

Profit on ordinary activitiesmultiplied by the standard rate of corporation taxin the UK of 24% (2012 - 26%) 367,806 223,491

Effects of:Expenses not deductible for tax purposes 70 208Depreciation in excess of capital allowances 310 555Current tax charge 368,186 224,254


NOTE TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st March 2013 (contd.)

Short leasehold Fixtures and fitting Totals

At 1st April 2012 39,487 1,381 40,868

Additions - 1,331 1,331

At 31st March 2013 39,487 2,712 42,199

At 1st April 2012 21,889 952 22,841

Change for year 3,185 620 3,805

At 31st March 2013 25,074 1,572 26,646

At 31st March 2013 14,413 1,140 15,553

At 31st March 2012 17,598 429 18,027

31/3/13 31/3/12

Trade debtors 3,086 2,248

Other debtors 3,230 13,958

VAT 3,428 2,792

Prepayments and accrued Income 27,165 21,121

36,909 40,119

31/3/13 31/3/12

Corporation tax 368,186 224,254

Social security and other taxes 26,085 24,181

Accruals and deferred income 30,152 21,580

424,423 270,015

The following operating lease payments are committed to be paid within one year:

Land and Buildings

31/3/13 31/3/12

Expiring:

Between one and five years 53,982 53,982

6. TANGIBLE FIXED ASSETS

COST

DEPRECIATION

NET BOOK VALUE

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

9. OPERATION LEASE COMMITMENTS

Short leasehold Fixtures and fittings Total


SB

ICA

P (

UK

) LI

MIT

ED

NOTE TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st March 2013 (contd.)

Allotted, issued and fully paid:

Number: Class: Nominal 31/3/13 31/3/12

Value:

200,000 Ordinary 1 200,000 200,000

Profit and loss account

At 1st April 2012 1,262,129

Profit for the year 1,164,337

At 31st March 2013 2,426,466

The immediate parent company is SBI Capital Markets Limited, a company incorporated in India.

During the year, the company paid expenses of 3,044 (2012: 590) on behalf of SBI Capital Markets Limited,

its Immediate parent. At the year end, 2,099 (2012: nil) was owed by SBI Capital Markets Limited to the

company.

The ultimate parent company is State Bank of India, a company incorporated in India.

31/3/13 31/3/12

Profit for the financial year 1,164,337 635,328

1,164,337 635,328

Opening shareholders’ Fund 1,462,129 826,801

2,626,466 1,462,129

10.CALLED UP SHARE CAPITAL

11.RESERVES

12.ULTIMATE PARENT COMPANY

13.RELATED PARTY DISCLOSURES

14.ULTIMATE CONTROLLING PARTY

15.RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

Net addition to shareholders’ funds

Closing Shareholders’ funds


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2013

31/3/13 31/3/12

1,903,461 1,184,676

Other income

Deposit account interest 40,335 14,655

1,943,796 1,199,331

Wages 93,303 50,924

Social security 6,699 34,219

Pensions 10,748 2,112

Rent 53,982 53,982

Service charges 17,661 20,797

Insurance 1,086 1,783

Light and heat 2,989 4,990

Officers residence rent 58,231 57,616

Directors’ salaries 35,210 36,166

News distribution 1,926 3,663

Telephone 7,095 6,880

Post and stationery 1,652 1,301

Travelling 21,675 15,321

Repairs and renewals 92 2070

Canteen and cleaning 2,097 2,836

Sundry expenses 593 839

Regulatory fees and levies 1,331 4,838

Subscriptions 24,275 1,904

Training 1,195 5,673

Professional fees 51,146 15,052

Work permit applications 500 700

Auditors’ remuneration 4,850 4,850

Foreign exchange losses (652) (419)

Entertainment 291 802

Seminars and conventions 9,322 6,478

407,297 335,377

1,536,499 863,954

Bank charges 171 284

1,536,328 863,670

Short leasehold 3,185 3,902

Fixtures and fittings 620 186

3,805 4,088

1,532,523 859,582

Sales

Expenditure

Finance cost

Depreciation

Net Profit

This page does not form part of the statutory financial statements


SB

ICA

P (

UK

) LI

MIT

ED

SBICAP (SINGAPORE)LIMITED


We are pleased to submit this annual report to the member of the Company together with the audited financial statements for the financial year ended 31st March 2013.

The directors in office at the date of this report are as follows:

According to the register kept by the Company for the purposes of Section 164 of the Singapore Companies Act, Chapter 50 (the Act), particulars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants and share options in the Company and in related corporation are as follows:

Directors

Directors' interests

Arundhati Bhattacharya

State Bank of India –

Ultimate Holding Company

- Ordinary shares INR 10 each 200 200

SBI Capital Markets Limited –

Immediate Holding Company

- Ordinary shares INR 10 each (held as

nominee of State Bank of India) 8 6

Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares, debentures, warrants or share options of the Company or of related corporations, either at the beginning of the financial year (or date of appointment, if later) or at the end of the financial year.

Neither at the end of, nor at any time during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Except for salaries, bonuses and fees and those benefits that are disclosed in this report and in note 10 to the financial statements, since the end of the last financial year, no director has received or become entitled to receive, a benefit by reason of a contract made by the Company or a related corporation with the director, or with a firm of which he is a member or with a company in which he has a substantial financial interest.

Except as disclosed in this report, no director who held office at the end of the financial period had interests in shares, debentures or options of the Company or of related corporations either at the beginning or at the end of the financial period.

Neither at the end of nor at any time during the financial period was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

The auditors, KPMG LLP, have expressed their willingness to accept appointment.

Signed by the Board of Directors

M Rajaram Ravi ShankarDirector Director 26 April 2013

Director's contractual benefits

Auditors

M Rajaram

Ravi Shankar

Arundhati Bhattacharya (Appointed on 21 August 2012)

Holdings at end of

the year

Holdings at date of appointment /

beginning of the year

Name of director and corporation

in which interests are held

Directors' Report


SB

ICA

P (

SIN

GA

PO

RE)

LIM

ITED

Statement by Directors

In our opinion:

(a) the financial statements set out on pages FS1 to FS14 are drawn up so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and the results, changes in equity and cash flows of the Companyfor the year ended on that date in accordance with the provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay itsdebts as and when they fall due.

The Board of Directors has, on the date of this statement, authorised these financial statements for issue.

Signed by the Board of Directors

M Rajaram Ravi Shankar

Director Director

26 April 2013

Directors' Report


Member of the Company SBICAP (Singapore) Limited

We have audited the accompanying financial statements of SBICAP (Singapore) Limited (the “Company”), which comprise the statement of financial position of the Company as at 31st March 2013, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages FS1 to FS14.

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the Act) and Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.


In our opinion, the financial statements are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards to give a true and fair view of the state of affairs of the Company as at 31 March, 2013 and the results, changes in equity and cash flows of the Company for the year ended on that date.

The financial statements of the Company for the year ended 31 March, 2012 were audited by another auditor who expressed an unmodified opinion of those statements on 4 May, 2012.

In our opinion, the accounting and other records required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

KPMG LLP

Public Accountants and

Certified Public Accountants

Singapore

26 April 2013

Report on the financial statements

Management's responsibility for the financial statements

Auditors' responsibility

Opinion

Other matter

Report on other legal and regulatory requirements

Independent auditors' report


SB

ICA

P (

SIN

GA

PO

RE)

LIM

ITED

Statement of financial position As at 31 March 2013

S$

Plant and equipment 4 1,535 2,002

Trade and other receivables 5 73,798 31,130

Cash and cash equivalents 6 1,015,726 35,221

1,089,524 66,351

1,091,059 68,353

Share capital 7 2,000,000 300,000

Accumulated losses (940,347) (249,149)

1,059,653 50,851

Accrued operating expenses 31,406 17,502

31,406 17,502

1,091,059 68,353

S$

Non-current asset

Current assets

Total assets

Equity

Total equity

Current liability

Total liability

Total equity and liability

Note 2013 2012

The accompanying notes form an integral part of these financial statements.


S$

Operating expenses 8

(691,198) (249,099)

Income tax expense 9 - -

(691,198) (249,099)

Other comprehensive income, net of tax - -

(691,198) (249,099)

S$

(691,198) (249,099)

Loss before income tax

Loss for the year

Total comprehensive loss for the year

Note 2013 2012

Statement of COMPREHENSIVE INCOMEYEAR ENDED 31 MARCH 2013



SB

ICA

P (

SIN

GA

PO

RE)

LIM

ITED

Statement of changes in equity Year ended 31 March 2013

S$

At 1 April 2011 10,000 (50) 9,950

Loss for the year - (249,099) (249,099

Other comprehensive income - - -

- (249,099) (249,099)

Issue of ordinary shares 7 290,000 - 290,000

Total transactions with owners 290,000 - 290,000

At 31st March, 2012 300,000 (249,149) 50,851

At 1 April 2012 300,000 (249,149) 50,851

Loss for the year - (691,198) (691,198)

Other comprehensive income - - -

- (691,198) (691,198)

Issue of ordinary shares 7 1,700,000 - 1,700,000

Total transactions with owners 1,700,000 1,700,000

Total transactions with owners at 31st March 2013 2,000,000 (940,347) 1,059,653

S$ S$


Transactions with owners, recorded directly

in equity

Contributions by owners


Transactions with owners, recorded

directly in equity

Contributions by owners

Note Share capital TotalAccumulated

losses



Statement of cash flowsYear ended 31 March 2013


S$

Loss before income tax (691,198) (249,099)

Adjustments for:

Depreciation of plant and equipment 3,536 2,001

(687,662) (247,098)

Changes in working capital:

Trade and other receivables (42,668) (31,130)

Accrued operating expenses 13,904 17,502

(716,426) (260,726)

Acquisition of plant and equipment (3,069) (4,003)

(3,069) (4,003)

Proceeds from issue of share capital 1,700,000 290,000

1,700,000 290,000

980,505 25,271

Cash and cash equivalents at beginning of year 35,221 9,950

1,015,726 35,221

S$

Cash flows from operating activities

Net cash flows used in operating activities

Cash flows from investing activities

Net cash flows used in investing activities

Cash flows from financing activities

Net cash flows from financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at end of year

Note 2013 2012


SB

ICA

P (

SIN

GA

PO

RE)

LIM

ITED

These notes form an integral part of the financial statements.

The financial statements were authorised for issue by the Board of Directors on 26 April 2013.

SBICAP (Singapore) Limited (the “Company”) is incorporated in the Republic of Singapore and has its registered office at 10 Collyer Quay, Ocean Financial Centre #37-38/39, Singapore 049315.

The principal activities of the Company are those relating to business and management consultancy services.

On 30 November 2012, the Company obtained the Capital Markets Services Licence (the “CMSL”) under the Securities and Futures Act (the “SFA”) issued by the Monetary Authority of Singapore (the “MAS”) to conduct theregulated activity of dealing in securities as defined in the Second Schedule to the SFA.

The immediate holding company during the financial year is SBI Capital Markets Limited, which is incorporated inMumbai, India. The ultimate holding company during the financial year is the State Bank of India, which is alsoincorporated in India.

2.1 Statement of compliance

The financial statements have been prepared in accordance with Singapore Financial Reporting Standards (FRS).

2.2 Basis of measurement

The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies below.

2.3 Functional and presentation currency

The financial statements are presented in Singapore dollars, which is the Company's functional currency.

2.4 Use of estimates and judgements

The preparation of the financial statements in conformity with FRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The accounting policies set out below have been applied consistently to all periods presented in these financialstatements, and have been applied consistently by the Company.

3.1 Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency of the Company at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Foreign currency differences arising on retranslation are recognised in profit or loss.

Non-monetary assets and liabilities measured at cost in foreign currencies are retranslated using exchange rates at the date of the transactions. Non-monetary assets and liabilities measured at fair values in foreigncurrencies are retranslated to the functional currency at foreign exchange rate at the date the fair values were determined.

3.2 Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is recognised in the statement of comprehensive income on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment.

(i) Recognition and measurement

Plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.

The gain or loss on disposal of an item of plant and equipment is determined by comparing the proceeds from disposal with the carrying amount of the plant and equipment, and is recognised net within other income/other expenses in profit or loss.

(ii) Subsequent costs

The cost of replacing a component of an item of plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced component is derecognised. The costs of the day-to-day servicing of plant and equipment are recognised in profit or lossas incurred.

1 Domicile and activities

2 Basis of preparation

3 Significant accounting policy

Notes to the Financial Statements


(iii) DepreciationDepreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.

Depreciation is recognised as an expense in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of plant and equipment, unless it is included in the carrying amount of another asset.

Depreciation is recognised from the date that the plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use.

The estimated useful lives for the current and comparative period are as follows:

Computer hardware 2 years

Assets less than SGD 500 are charged off in the same year in which they are purchased.

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted, ifappropriate.

Non-derivative financial instruments

Non-derivative financial instruments comprise trade and other receivables, cash at bank and accrued operating expenses.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transactions costs. Subsequent to initial recognition, non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.

A financial instrument is recognised if the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Company's contractual rights to the cash flows from the financial assets expire or if the Company transfers the financial asset to another party without retaining control or transfers substantially all the risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, that is, the date that the Company commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Company's obligations specified in the contract expire or are discharged or cancelled.

Cash and cash equivalents comprise cash at bank.

Impairment of financial assets

A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.

Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

All impairment loses are recognised in the statement of comprehensive income. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised.

Where the Company has the use of assets under operating leases, payments made under the leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives receivedare recognised in profit or loss as an integral part of the total lease payments made.

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

3.3 Financial instruments

3.4 Lease payments

3.5 Provisions

3.6 Employee benefits



SB

ICA

P (

SIN

GA

PO

RE)

LIM

ITED

Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

ntemporary differences on the initial recognition of assets or liabilities in a transaction that is not a businesscombination and that affects neither accounting nor taxable profit or loss;

ntemporary differences related to investments in subsidiaries, associates and jointly controlled entities to the extent that the Company is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future; and

ntaxable temporary differences arising on the initial recognition of goodwill.

The measurement of deferred taxes reflects the tax consequences that would follow the manner in which theCompany expects, at the end of the reporting period, to recover or settle the carrying amount of its assets andliabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences whenthey reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to theextent that it is probable that future taxable profits will be available against which they can be utilised. Deferred taxassets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning 1 April 2012, and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the financial statements of the Company.

3.7 Tax

3.8 New accounting standards and interpretations not yet adopted




S$

Amount due from immediate holding company 7,041 -

Deposits 55,950 31,130

Loans and receivables 62,991 31,130

Prepayments 10,807 -

73,798 31,130

The amount due from holding company is unsecured, interest-free and repayable on demand. There is no allowance for doubtful debts arising from the outstanding balance.

S$

4. Plant and equipment

Computer

hardware

S$

At 1 April 2011 -

Additions 4,003

At 31 March 2012 4,003

At 1 April 2012 4,003

Additions 3,069

At 31 March 2013 7,072

At 1 April 2011 -

Depreciation charge for the year 2,001

At 31 March 2012 2,001

At 1 April 2012 2,001

Depreciation charge for the year 3,536

At 31 March 2013 5,537

At 1 April 2011 -

At 31 March 2012 2,002

At 31 March 2013 1,535

Cost

Accumulated depreciation

Carrying amount

5. Trade and other receivables

2013 2012


SB

ICA

P (

SIN

GA

PO

RE)

LIM

ITED

S$

Fully paid ordinary shares, with no par value:

At 1 April 300,000 10,000

Issued during the financial year 1,700,000 290,000

At 31 March 2,000,000 300,000

The holder of ordinary shares is entitled to receive dividends as declared from time to time and is entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company's residual assets.

During the year, the Company has issued 1,700,000 (2012: 290,000) ordinary shares of S$1.00 each. All issued shares are fully paid.

Capital management

The Company defines “capital” as including all components of equity plus any loans from its immediate holding company or its related corporations with no fixed terms of repayment. Trading balances that arise as a result of trading transactions with other group companies are not regarded by the Company as capital.

The Company's capital management policies are to diversify its sources of capital, to allocate capital efficiently, guided by the need to maintain a prudent relationship between available capital and the risks of its underlying businesses and to meet the expectations of key constituencies, including investors and regulators.

The capital management process, which is centrally supervised by senior management, includes periodic reviews of both the demand for and supply of capital. To maintain or adjust the capital structure, the Company may take certain actions like adjusting the amount of dividend payment and issuing new shares.

In obtaining the CMSL, the Company is also required to provide to MAS a Banker's Guarantee of S$100,000 which will remain in force as long as the Capital Markets Services License remains valid.

The Company has complied with the above regulatory requirement during the year.

There were no significant changes in the Company's approach to capital management during the year.

S$

6. Cash and cash equivalents

8. Loss before income tax

The following items have been included in arriving at loss before income tax:

7. Share capital

S$

Cash at bank and in hand 1,015,726 35,221

S$

S$

Salaries and related costs 314,560 131,957

Contributions to defined contribution plans 12,075 4,157

Operating lease expense 237,963 61,613

Depreciation of plant and equipment 3,536 2,001

S$

2013 2012

2012No. of shares

2012

2013No. of shares

2013




9. Income tax expense

S$

Loss before income tax (691,198) (249,099)

Tax calculated using Singapore tax rate of 17% (117,504) (42,347)

Deferred tax assets not recognised 117,504 42,347

- -

Deferred tax assets have not been recognised in respect of the following items:

S$

Reconciliation of effective tax rate

S$

Directors' remuneration comprised:

- Short-term employee benefits 150,403 54,837

S$

S$

Reimbursement of marketing expenses from holding company 7,041 -

S$

Other related party transactions

During the financial year, other than those disclosed elsewhere in the financial statements, there were the following significant related party transactions carried out based on terms agreed between the parties:

S$

Unutilised tax losses 940,297 249,099

The unutilised tax losses are subject to compliance with the Singapore Income Tax Act, Chapter 134 and agreement of the Comptroller of Income Tax. The deductible temporary differences do not expire under current tax legislation. D e f e r r e d tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the Company can utilise the benefits therefrom.

For the purpose of these financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Key management personnel compensation

Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the entity. The Company considers directors of the Company to be the key management personnel of the Company. Remuneration paid to key management personnel included in staff costs is as follows:

S$

10. Significant related party transactions

2012

2012

2012

2012

2013

2013

2013

2013


SB

ICA

P (

SIN

GA

PO

RE)

LIM

ITED

S$

2013

Accrued operating expenses 31,406 31,406 31,406

2012

Accrued operating expenses 17,502 17,502 17,502

Fair values

Cash and cash equivalents, amount due from immediate holding company, deposits and accrued operating expenses

The carrying amounts approximate fair values due to the relatively short term to maturity of these financial instruments.

S$ S$

The Company leases office and residential premises under operating lease. Lease terms do not contain restrictions on the Company activities concerning dividends, additional debt or entering into other leasing agreements. The lease contains renewal option at rental rates to be based on negotiations and prevailing market rates.

Overview

The Company has exposure to the following risks from its use of financial instruments:

n credit risk

nliquidity risk

The exposure to each of the above risks arises in the normal course of the Company's business. The financial risk management approach of the Company seeks to minimise the potential material adverse effects from these exposures.

The Company is not exposed to any significant currency risk at the date of the statement of financial position as all of its financial assets and financial liabilities are denominated in the Company's functional currency. There are no interest-bearing assets or interest-bearing liabilities at the statement of financial position date.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. At the statement of financial position date, the maximum exposure to credit risk is represented by the carrying amount of each financial asset on the statement of financial position.

Cash is placed with a financial institution which is regulated.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The following are the contractual maturities of the Company's financial liability, including estimated interest payments and excluding the impact of netting agreements:

12. Financial risk management

Within 1 year

Contractual cash flows

TotalCarrying amount

Total

S$

Within 1 year 236,752 70,150

Within 2 to 5 years 56,496 29,600

293,248 99,750

S$

11. Commitments

At 31 December, the Company has commitments for future minimum lease payments under non-cancellable operating lease as follows:

20122013



Location Telephone Fax Email

Regional Offices

Ahmedabad +91 (79)26560122 +91 (79)26565718 [email protected]

Bangalore +91 (80)25585471 +91 (80)25585478 [email protected]

Chennai +91 (44)28133801 +91 (44)28256244 [email protected]

Hyderabad +91 (40)23321605 +91 (40)23316800 [email protected]

Kolkata +91 (33)22886601 +91 (33)22886610 [email protected]

New Delhi +91 (11)23418460 +91 (11)23418773 [email protected]

Guwahati +91 (361)2237511 +91 (361)2237512 [email protected]

Pune +91 (020)66205548 +91 (020)25618003 [email protected]

SBICAP Securities Ltd. +91 (22)24473300 +91 (22)42273334 [email protected]

SBICAP Trustee Co. Ltd +91 (22)43025555 +91 (22)43025500 [email protected]

SBICAPS Ventures Ltd. +91 (22)22178300 +91 (22)22188332 [email protected]

SBICAP (UK) Ltd. +44 (20)79293529 +91 (20)79293529 [email protected]

SBICAP (Singapore) Ltd. +65 68086288 +65 68086299 [email protected]

Branch Offices

Subsidiaries

CONTACT US
