A REPORT ON SECRETARIAL TRAINING UNDERGONE AT

APOLLO SINDHOORI CAPITAL INVESTMENTS Ltd.

INSTITUTIONAL TRAINING REPORT

Submitted in partial fulfillment of the requirements for the award of the degree of

B.Com (Corporate Secretaryship)

By

P.S. CHANDRAMOULI

Register No: UCRA 0646

Under the Guidance of

Prof. D.R.GovindramLecturer, Department of Corporate Secretaryship,

RKM Vivekananda College Evening College (Autonomous)

Mylapore, Chennai.

RKM Vivekananda College (Evening College) AutonomousMylapore, Chennai 600004

2008-09

CERTIFICATE

This is to certify that this institutional training report is the bonafide

work of Mr. P.S.Chandramouli with register number UCRA 0646 of

III B.Com(CS) in partial fulfillment for the award of Bachelors Degree in

B.Com(Corporate Secretaryship) of RKM Vivekananda College, (Evening

college) Autonomous, Affiliated to University of Madras.

Signature of Guide Head of the Department

Submitted for the Autonomous VIVE-VOCE Examination to be held in

March/April 2009 at RKM Vivekananda College, (Evening College)

Autonomous Affiliated to University of Madras.

Internal Examiner External

Examiner

DECLARATION

I P.S.Chandramouli (Register No: UCRA 0646) hereby declare that

the institutional training report for the partial fulfillment of the Degree of

Bachelor of Commerce (Corporate Secretaryship) entitled A REPORT ON

SECRETARIAL TRAINING UNDERGONE AT APOLLO SINDHOORI

CAPITAL INVESTMENTS Ltd., is my original work and this project work

has not formed the basis for the award of any degree, associateship, fellowship

or any other similar titles.

Place: Chennai Signature of the studentDate:

RKM VIVEKANANDA COLLEGE, EVENING COLLEGE (Autonomous)

Department of Corporate Secretaryship

In connection to the Institutional Training for the final year Corporate, the students are allotted with the following professors as their project guides.

S.No Department Number of the Students

Name of the Professor Signature

D602-D612 Mr.P. Manivannan

D613-D624 Mr. A. Christy Rajkumar

D625-D634 Mr. Stalin Shelly

D635-D644 Mr. S. Karthikeyan

D646-D658 D.R.Govindram

Cooperation in the regard is intently requested.

INDEX

Preface 01

Objectives of Secretarial Training 02

Company Profile 03

Office Layout 29

Departmentation 29

Company secretary 38

Ratio Analysis 46

Conclusion 66

Annexure

PREFACE

I consider this institutional training as a boon for me as it makes me aware of

the day-to-day happenings of a corporate setup.

This training programme is an advantage, as it helps the students to experience the

practical working of a corporate environment.

Apart from the classroom, training takes us to the corporate world and the students get

to know about the working pattern of a company.

During the training period the students were asked to do some basic works in the

Secretarial Department.

Thus, the Institutional Training is an excellent opportunity for the students to get

themselves exposed to the outside world.

OBJECTIVES OF SECRETARIAL TRAINING

To gain practical exposure in relation to the functions of various departments

in a company (Secretarial Department in particular).

To have access to various secretarial forms and procedures which the company

is dealing with.

To relate to various procedures and activities in the company to what we read

in our syllabus.

To have tangible knowledge regarding various company meetings.

To understand the company’s financial position and market position with the

use of ratio analysis.

To witness the organizational activities of secretarial department in relation to

Company Law.

To know the position, liability, functions, rights, powers, of the company

secretary in relation with the company.

To understand how decisions are taken at the apex level of the company.

To know how shares are allotted from the various applications received.

PROFILE OF THE COMPANY

Date of Establishment 1996

Revenue Not Available

Market Cap  Rs. 176.34 crores (February 29, 2008)

Headquarter Address  4th Floor, Ali Towers, 55 Greams Road, Chennai

(Madras) - 600006, Tamil Nadu, India

Branches Not Available

Management Team Suneeta Reddy - Chairman 

S Narayanan - Director

Sucharitha P Reddy - Director

S K Venkataraman - Director

K Padmanabhan - Director

V J Chacko - Director

P B Subramaniyan - Executive Director

Overview Apollo Sindhoori Capital Investments Limited is a

Financial Service organization, belonging to the

Apollo Hospitals Group. It takes care of the entire

gamut of financial services entailing banks, mutual

funds and insurance companies. It provides trading

facility in equity segment and commodity segment,

depository participant services of NSDL and CDSL

at major locations, online bidding for IPO and

distribution of mutual funds. It is a corporate

member of NSE and BSE.

COMPANY HISTORY

Apollo Sindhoori Capital Investments Limited is a professionally managed Financial

Services organization, belonging to Apollo Hospitals Group. Being the group's maiden

foray into the financial services sector, Apollo Sindhoori successfully carries the

strong linage of service, as demonstrated by the flagship company of the group. The

company's Board of Directors feature many illustrious personalities. The Board is

managed by the Chairperson Mrs. Suneetha Reddy, Diploma holder from Institute of

Financial Management and Research [IFMR], one of the top business schools in India.

She further capped her academic pursuits at the renowned Harvard Business School

by completing the Owner/President Management Programme, which is universally

acclaimed for its far reaching impact on dynamic business leaders. Mrs. Reddy

spearheaded the first investment by a Foreign Institutional Investor [FII] into the

healthcare sector in India. She shoulders huge responsibility as the Director - Finance

of Apollo Hospitals.

MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Indian financial markets remained largely orderly during 2007-08,

barring the equity market which witnessed bouts of volatility, especially

beginning the second week of January 2008 in tandem with trends in major

international equity markets. Over the year, however, the equity market

registered gains. Volatility was due to volatility in international

financial markets as uncertainties about the US sub-prime mortgage market

exposures persisted and spilled over to markets for other assets.

GDP growth rate was placed at 8.7 per cent in 2007-08 as compared with 9.6

per cent in 2006-07, reflecting moderation in growth in all the three

sectors, viz., agriculture and allied activities, industry and services.

In the foreign exchange market, the Indian rupee generally exhibited two-

way movements against major currencies.

FDI equity inflow during the financial year 2007-08 at nearly US $ 25.5

billion (US $ 15.7 billion) as compared to the inflow (US$ 19.6 billion)

received during the previous year. The FDI inflow during the month of

February was the highest ever during any month since 1991. India has

emerged as the second most attractive location after China, ahead of the US

and Russia, for global FDI in 2007. A large portion of the FDI flow was

into skill intensive and high value-added service industries, particularly

financial services and information technology. India, in fact, dominates

the global service industry in terms of attracting FDI with its unbeatable

mix of low costs, deep technical and language skills, mature vendors and

supportive government policies.

Global investors have also shown increasing interest in other sectors as

well. Particular amongst them have been telecommunication, energy,

construction, automobiles, electrical equipment among others. For example,

all the five leading global telecom companies have made significant

investment in India. Similarly, leading automobile companies have set up

their manufacturing base in India.

GLOBAL DEVELOPMENTS:

The world economy grew strongly in the first half of 2007 and momentum

appears to have remained solid in the September quarter in most economies.

Global financial markets experienced significant turbulence in August and

September as the fallout from the deteriorating conditions in the US

housing sector led to a general re-pricing of risk across a range of

assets. The Fed poured billions of dollars into the US banking system to

slow down the hemorrhage from the sub-prime mortgage blowout, whose effects

have now spread to the commercial market. Other Central Banking Systems

around the Globe, including the European Central Bank and the Central Banks

of Japan and Australia, performed similar injections of emergency

liquidity. Despite this the Global commodity prices firmed up during 2007-

08 led by sharp increases in food and crude oil prices. Metal prices, which

had witnessed some moderation during June-December 2007, rose again during

January-March 2008. Agricultural raw materials prices, however, remained

largely range bound during 2007-08.

According to the World Economic Outlook (WEO) of the International Monetary

Fund (IMF), the forecast for global real GDP growth, on a purchasing power

parity basis, is expected to slow from 4.9 per cent in 2007 to 3.7 per cent

in 2008.

Continuing strong demand and dwindling stocks are reflected in a tight

supply-demand food situation globally, leading to the emergence of food

price inflation as a key risk to global stability.

The outlook for the global financial system is overcast by the rising

incidence of losses and write-offs in banking systems in the US and Europe

amidst dislocations in the securitised credit market. There are also

growing uncertainties surrounding the viability of financial guarantors and

doubts about their business models as well as the approach of rating

agencies with potential systemic implications.

In the overall assessment, there have been significant shifts in both

global and domestic developments in relation to initial assessments. The

dangers of global recession have increased at the current juncture although

consensus expectations do not rule out a soft landing. On the domestic

front, the outlook remained positive up to January 2008. Since then, the

prospects for growth in the year ahead have been trimmed as risks to

inflation and inflation expectations from the upside pressures due to

international food, crude and metal prices have become more potent and real

than before.

INDUSTRY STRUCTURE AND DEVELOPMENT:

In the last decade, the Indian brokerage industry has undergone a dramatic

transformation. From being made of close groups, the broking industry today

is one of the most transparent and compliance oriented businesses. Long

settlement cycles and large scale bad deliveries are a thing of the past

with the advent of T+2 settlement cycle and dematerialisation. Large and

fixed commissions have been replaced by wafer thin margins, with

competition driving down the brokerage fee, in some cases, to a few basis

points.

There have also been major changes in the way business is conducted.

Technology has emerged as the key driver of business and investment advice

has become research based. At the same time, adherence to regulation and

compliance has vastly increased. The scope of services have enhanced from

being equity products to a wide range of financial services. Investor

protection has assumed significance, and so has providing them with

education and awareness.

The Indian Capital Market attained further depth and width during 2007. On

a point to point basis, Sensex and Nifty indices rose by 47.1 and 54.8 per

cent respectively during 2007. The BSE Sensex has recorded unprecedented

high levels, from 14383 in April 2007 to 21206 in January 2008. The

valuation of Indian stocks as reflected in P/E multiples of around 27 times

end December 2007 was the highest amongst the select emerging market

economies such as South Korea (15.04), Thailand (19.92), Malaysia (16.07),

Indonesia (18.43) and Taiwan (20.14).

However the historical crash of the capital markets on 21st and 22nd

January has witnessed the Sensex loosing over 4000 points resulting in huge

losses all over. Though the Sensex has bounced back in a small way, to

close at 15644 for the F Y 2007-08 the severely dwindled volumes are yet to

recover.

Policy and Regulatory changes for the capital markets introduced during the

year include, amendments to Disclosure and Investor Protection Guidelines;

appointment of a sub-committee on Disclosures and Accounting for

integrating initial and continuous disclosures of companies; stipulation

that Permanent Account No. would be the sole identification number for all

participants in the security markets; successful completion of

demutualization process by 16 stock exchanges; SEBI permitting short

selling by Institutional investors and waiver of entry load by mutual funds

for investors making applications for investment in mutual fund schemes directly.

The growth curve of Indian economy provides a strong foundation for

sustainable growth across our business segments. We can substantially

expand our business by cross selling our various products to our customers

and offer wealth management solutions.

REVIEW OF OPERATIONS:

The Company added 237 offices during the year under consideration and the

client base stands at over 159000 recording an impressive growth of 49%

from around 107,000 of previous financial year. The number of offices has

correspondingly gone up from 561 to 798 during the same period with the

number of own branches growing from 168 to 197.

OPPORTUNITIES AND THREAT:

The industry offers immense opportunities for participants. With the

economy having recorded healthy growth and more individuals reportedly

accumulating wealth, the overall scenario has been reasonably encouraging.

With more money available for investments companies with multiple

investment channels garner better advantage over competition. Apollo

Sindhoori has made rapid strides in this direction by launching Portfolio

Management Services and strengthening its distribution channels for Mutual

Funds and Insurance, in addition to the spectrum of services/products on

offer.

The major threat in the industry is competition. Notwithstanding the severe

competition more and more corporate and Multi-National players are entering

the markets. In addition to this many Flls are also entering the fray,

over utilising the limited space. Some of the institutions come with strong

financial muzzle, which strains the top and bottom lines of the existing

organizations.

RISK AND CONCERNS:

Economic slowdown, serious concerns on inflation and its consequences,

political uncertainty and a further rise in interest rates remain key

concerns. American sub-prime is a major factor that has excessive influence

on the markets. We would also be affected if the stock markets were to

decline sharply, as performance of the stock markets contribute

substantially to the growth of your company and its earnings.

The Capital market industry, in which your company is operating, is subject

to extensive and stringent regulations. However, your company has a proper

and adequate internal control mechanism designed to ensure regulatory

compliance.

Changes in technology may render company's current technology obsolete and

may require a substantial capital investment. The company evaluates

technological obsolescence on an on going basis and makes investment

accordingly.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE OUTLOOK:

Apollo Sindhoori Commodities Trading Limited (ASCTL) had introduced

'Systematic Gold Savings Scheme' for purchase of gold by investors through

Commodity Exchanges during last year. The scheme, which was initially

launched in Tamil Nadu has received a positive response from the clients.

In view of this success, the scheme was launched all over India.

The scheme enables investors to derive the benefits of buying 100 grams of

Gold in futures in Commodity Exchanges by locking in the price at the

current level. This is indeed a highly beneficial scheme for investors who

plan to invest in gold on an instalment basis. Clients can also pay the

entire amount at any time and take delivery of gold.

Moving in line with the futures trading in Commodities, ASCTL also launched

its trading on Safal National Exchange (SNX). SNX is a delivery based

electronic spot market for horticulture commodities aimed at building a

National Integrated Produce Market in an exchange format. It provides a

platform, where sellers can sell at the best possible rate and buyers can

buy at the most competitive rate. ASCTL has been one of the most active

participants on this exchange platform. The total turnover was around 1000

tonnes during the period Dec '07 till Mar '08.

As proposed in last year's Annual Report, Internet trading facility for

trading in commodities was introduced from July 2007. This has facilitated

ease of trading for clients on both NCDEX and MCX from a single terminal. The

overall volume during the year 2007-08 was around Rs.8,900 crores

across NCDEX and MCX.

CONTRIBUTION TO EXCHEQUER:

We are happy to inform you that your company had been very prompt in paying

their dues to the Government and the total contribution to the exchequer

during the last financial year is over Rs.25 crores in the form of Service

Tax, Income Tax, Securities Transaction Tax, Fringe Benefit Tax and

Dividend Tax.

SUBSIDIARY:

The statement relating to the financials of the Company's Subsidiary Apollo

Sindhoori Commodities Trading Limited is attached. The Company has applied

to Central Government seeking exemption under Section 212(8) of the

Companies Act, 1956, from attaching a copy of the Balance Sheet, Profit and

Loss Account, Directors' Report and the Auditors' Report of the Subsidiary

Company and other documents required to be attached under Section 212 of

the Act to the Balance Sheet of your Company. The Annual Accounts of the

Subsidiary Company is open for inspection by any member / investor and the

Company will make available these documents / details upon request by any

member of the Company who may be interested in obtaining the same.

DIVIDEND:

The Board of Directors, considering the performance of the Company

recommends dividend of 10% per share (in addition to the Interim dividend

of 70% per share already paid) to be paid on equity shares of the company.

The said dividend will be paid to all equity shareholders whose name appear

in the Register of Members on the book closure date to be announced later.

CORPORATE GOVERNANCE:

The company complies with the requirements of Listing Agreement with the

Stock Exchange where the Company's shares are listed.

The report on Corporate Governance is included as part of the

Directors' Report.

A Certificate from the Practising Company Secretary regarding compliance

with the conditions of Corporate Governance as stipulated under Clause 49

of the Listing Agreement is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, the

Directors of the Company hereby state and confirm:

1. That in the preparation of Annual Accounts for the year, applicable

Accounting Standards have been followed along with proper explanations

relating to material departures;

2. That the Directors have selected such accounting policies and applied

them consistently and made judgements and estimates that are reasonable and

prudent so as to give a true and fair view of the State of Affairs of the

Company as at the end of the financial year and of the profit or loss of

the Company for that period;

3. That the Directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the

provisions of the Companies Act, 1956, for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the Annual Accounts on a going concern

basis.

National Stock Exchange of India Limited (NSE)

The National Stock Exchange of India Limited (NSE) is a Mumbai-based stock

exchange. It is the largest stock exchange in India and the third largest in the world in

terms of volume of transactions. NSE is mutually-owned by a set of leading financial

institutions, banks, insurance companies and other financial intermediaries in India

but its ownership and management operate as separate entities. As of 2006, the NSE

VSAT terminals, 2799 in total, cover more than 1500 cities across India. In July 2007,

the NSE had a total market capitalization of 42,74,509 crore INR making it the

second-largest stock market in South Asia in terms of market-capitalization.

ORIGINS

The National Stock Exchange of India was promoted by leading financial institutions

at the behest of the Government of India, and was incorporated in November 1992 as

a tax-paying company. In April 1993, it was recognized as a stock exchange under the

Securities Contracts (Regulation) Act, 1956. NSE commenced operations in the

Wholesale Debt Market (WDM) segment in June 1994. The Capital Market (Equities)

segment of the NSE commenced operations in November 1994, while operations in

the Derivatives segment commenced in June 2000.

INNOVATIONS

NSE has remained in the forefront of modernization of India's capital and financial

markets, and its pioneering efforts include:

Being the first national, anonymous, electronic limit order book (LOB)

exchange to trade securities in India. Since the success of the NSE, existent

market and new market structures have followed the "NSE" model.

Setting up the first clearing corporation "National Securities Clearing

Corporation Ltd." in India. NSCCL was a landmark in providing novation on

all spot equity market (and later, derivatives market) trades in India.

Co-promoting and setting up of National Securities Depository Limited, first

depository in India[4].

Setting up of S&P CNX Nifty.

NSE pioneered commencement of Internet Trading in February 2000, which

led to the wide popularization of the NSE in the broker community.

Being the first exchange that, in 1996, proposed exchange traded derivatives,

particularly on an equity index, in India. After four years of policy and

regulatory debate and formulation, the NSE was permitted to start trading

equity derivatives three days after the Bombay Stock Exchange.

Being the first exchange to trade ETFs (exchange traded funds) in India.

NSE has also launched the NSE-CNBC-TV18 media centre in association

with CNBC-TV18, a leading business news channel in India.

STOCKS

Stocks are devices used since medieval times for public humiliation, corporal

punishment, and torture. The stocks are similar to the pillory and the pranger, as

each consists of large, hinged, wooden boards; the difference, however, is that when

a person is placed in the stocks, their feet are locked in place, and sometimes as well

their hands or head, or these may be chained. The victim is in a sitting position.

With stocks, boards are placed around the legs or the wrists, whereas in the pillory

they are placed around the arms and neck and fixed to a pole, and the victim stands.

However, the terms can be confused, and many people refer to the pillory as the

stocks.

SHARES

In financial markets, a share is a unit of account for various financial instruments

including stocks, mutual funds, limited partnerships, and REIT's. In British English,

use of the word shares in the plural to refer to stock is so common that it almost

replaces the word stock itself. And especially in American English, the plural stocks

is widely used instead of shares, in other words to refer to the stock (or perhaps

originally stock certificates) of even a single company.

The income received from shares is called a dividend, and the owner is shareholder.

TRANSFER OF SHARES

One of the jobs inter-linked with day to day work in the secretarial department is

transfer of shares. The Company receives transfer deeds along with the relevant share

certificates for effecting transfer of shares.

PROCEDURE FOR TRANSFER OF SHARES

The Transfer deed should be in the form prescribed under the Companies Act,

1956 On receipt of the transfer deed, a number called document number is assigned

to it for control purpose.

.

The following details are entered in the system

1. Document number assigned.

2. Name and place of the transferee.

3. Number of shares transferred.

4. Number of share certificates received

The transfer deed is scrutinized with reference to the following points:

Whether the transfer deed is properly dated and whether the date of execution

of transfer deed falls on the day subsequent to the date of presentation to the

appropriate authority as specified under Section 108(1A) of the Companies

Act, 1956.

Whether the instrument has been received within the validity period prescribed

under Section 108(1A) of the Companies Act, 1956.

Whether the transfer deed is signed by both the transferor and the transferee.

Whether the signature of the transferor agrees with the specimen signature

lodged with the company.

Whether the distinctive numbers of shares as per share certificate are same as

indicated in the transfer deed.

Whether the shares proposed to be transferred stand in the name of the

transferor.

In case where the transfer deed is executed by the power of attorney, whether

the power of attorney is in order.

The stamp duty and value of stamps affixed on the deed should be scrutinized.

The stamp duty payable is 0.25 paise for every Rs.100 of the market value of

the shares quoted on the stock exchange on the date of execution of the

transfer deed.

Where the proposed transferee is a Company/Body Corporate, it is to be

ensured

Whether the Articles of the Transferee Company empower it make the

investment.

Whether the person executing the deed on behalf of the transferee company

has the authority to do so.

Whether the address and the signature of the witness is mentioned in the

transfer deed.

On completion of the scrutiny, other executives, who initials the transfer deed,

again check the transfer deeds. The details of the transfers are entered in the

Share Transfer Register and approved by the Managing Director.

Previously the Share transfers were approved by the Share Transfer

Committee in the Committee meeting. The Company has vide resolution dated

21st April 2000 delegated the power of approval of share transfers to the

Managing Director. This is in accordance with SEBI guidelines requiring

further delegation of the power to approve share transfer to a Director or an

officer with a view to speed up the transfer procedure.

TRANSMISSION OF SHARES

The procedure for transmission of shares in the event of death of a shareholder is

similar to that of transfer of shares. However to effect transmission of shares the share

certificates should be received along with the following documents:

(a) Certified copy of succession certificate or probate of the will or letter of

administration. In the absence of these documents, legal heirship

certificate/survival certificate issued by revenue authorities and an indemnity bond

as per specimen copy issued by the company duly executed on a non-judicial

stamp paper.

(b) Certified copy of Death Certificate issued by Municipal Corporation

TRANSPOSITION OF NAMES

Transposition of names refers to change in the order of names appearing in the share

certificates. Where the company receives a request for transposition of names from

the shareholders along with the relevant share certificates the company effects the

same. Endorsements are made in the certificates to effect the order of the names as

desired by the shareholders. The transposition will be effected for the entire holding

of the shareholder. A request for transposition for partial holding is not entertained.

CONSOLIDATION OF SHARES

On receipt of a request for consolidation of shares, the name of the holder, distinctive

numbers, share holding, signature of the holders are verified and consolidation of the

holdings is done as required by the shareholder.

There are two types of Consolidation viz. Folio consolidation and Certificate

consolidation.

ISSUE OF DUPLICATE SHARE CERTIFICATES

In cases where the original certificates are lost by the shareholders, the company

adopts the following procedure for issue of a duplicate share certificate:

The shareholder requesting for a duplicate share certificate is required to lodge a

complaint with the local police authorities and forward a copy of the FIR to the

company as a proof of loss of the certificate(s).

On receipt of FIR as indicated in (a) above, the company will forward a specimen

indemnity to be executed by the shareholder on a non-judicial stamp paper.

The shareholder should execute an indemnity agreement duly guaranteed by a person

having sound financial status. The person giving guarantee should preferably be a

person assessed to Income Tax and forward it to the company.

The stock exchange is to be notified as to the request from the shareholder for issue of

duplicate certificate.

The issue of duplicate share certificates is approved by the Share Transfer Committee

in the Committee meeting. The power of approval of issue of duplicate certificates is

not delegated to the Managing Director.

VARIOUS CLAUSES FOR COMPLIANCE :

Various clauses under which our Company mainly comply with Stock Exchange under the Listing Agreement are,

Clause – 16 ~ 21 days notice stating the closure Transfer book.

Clause - 18 ~ Periodical Interim statement of its working and earnings.

Clause – 19 ~ Intimation about the Board meeting in which Dividend is declared.

Clause – 20 ~ Intimation about the Board results within 15 minutes.

Clause – 21 ~ Notification to Stock Exchange before 21 days to the issue of Dividend.

Clause – 27 ~ Intimation to Stock Exchange on redemption / cancellation on whole or part of listed securities.

Clause – 30 ~ Intimation of change in directorate, M.D., Secretaries, Treasurers and Auditors.

Clause – 31 ~ 6 copies of Annual Report, Balance sheet, profit and loss Account and all

Periodicals.

Clause – 33 ~ All notices by which MOA & AOA are amended. 6 copies of such amendments after adoption in General meeting.

Clause – 35 ~ Share Holding pattern within 21 days after every Quarter.

Clause – 36 ~ Intimation to stock exchange in relation to Price sensitive informationTie-ups Commencement of commercial ProductionLitigation/dispute with material impact

Clause – 38 ~ Payment of Listing fee

Clause – 41 ~ Preparation and submission of Financial result

Clause – 47 ~ Appointment of Company Secretary and R&TA related

Clause – 49 ~ Quarterly Compliance report

MUTUAL FUNDS

A mutual fund is a professionally-managed form of collective investments that pools

money from many investors and invests it in stocks, bonds, short-term money market

instruments, and/or other securities.[1] In a mutual fund, the fund manager, who is

also known as the portfolio manager, trades the fund's underlying securities, realizing

capital gains or losses, and collects the dividend or interest income. The investment

proceeds are then passed along to the individual investors. The value of a share of the

mutual fund, known as the net asset value per share (NAV), is calculated daily based

on the total value of the fund divided by the number of shares currently issued and

outstanding.

On the basis of their structure and objective, mutual funds can be classified into

following major types:

Closed-end Funds Open-end Funds Large cap Funds Mid-cap Funds Equity Funds Balanced Funds Growth Funds No load Funds Exchange Traded Funds Value Funds

Money Market Funds International Mutual Funds Regional Mutual Funds Sector Funds Index Funds Fund of Funds

TRAINING & DEVELOPMENT

The company excels in training and development of their employees. It is one of the

most integral parts of the company’s performance. The company revels in bringing

the young trainees to the foray. Apollo Sindhoori’s Human Resource Strategy is to

develop and sustain critical competencies and to leverage on these, through a

facilitating structure and culture.

The ability to learn purposefully from our past and from our work and to work and to

foster the learning of one another has become critical business skills. These skills are

shared and developed across all levels of the organisation.

OFFICE LAYOUT

WORLD-CLASS INFRASTRUCTURE

Apollo Sindhoori’s core competence has always been its state-of-the-art

development and manufacturing infrastructure. Over the years, Apollo Sindhoori’s

infrastructure has been expanded to significantly scale up operations and create a

sustainable value proposition for global partners.Visits and audits by Apollo

Sindhoori’s customers, including the best of multinational corporations, have

validated the excellent attributes of Apollo Sindhoori’s development infrastructure.

DEPARTMENTATION

Meaning:

Departmentation is concerned with grouping the various activities into separate

administrative units. It implies grouping activities and employees into

departments. Growth of enterprise as well as the principle of specialization is the

genesis of departments. Span of management is a factor greatly restricting size of

the enterprise and through Departmentation, only any organization can expand

to reasonable degree.

Definition:

Departmentation may thus be defined as “the process of grouping activities into

units with a view to ensure effective management.”

The process of Departmentation takes place at all levels in the organization. It

may be noticed that the chief executive groups activities into major divisions

administered by the senior executives reporting directly to him. In terms of level

at which it is done the process of Departmentation may be divided into following

three stages:

1. Primary Departmentation, i.e. initial break-up of functions into basic activities.

2. Intermediate Departmentation, i.e. creating departments in the middle levels of the

organization.

3. Ultimate Departmentation, i.e. dividing activities into separate units at the lower

levels.

Need for Departmentation:

1. It helps in grouping of activities and personnel into manageable units,

facilitates administrative control.

2. Departmentation facilitates communication, co-ordination, and control. Thus

enables management development.

3. Departmentation enables an enterprise to take advantage of specialization.

4. Departmentation enables each person to know the specific part he is to play in

the total organization. Thus facilitates fixation of responsibilities.

5. Grouping of activities and personnel into departments makes it possible to

expand an organization to an indefinite degree.

The various departments in a company are as follows:

1. Purchase Department.

2. Sales Department.

3. Finance and Accounts Department.

4. Personnel Department.

5. Legal Department.

6. Secretarial Department.

Purchase Department:

Purchase department deals with clerical work in connection with purchase of

materials and stores, plant and

Machinery, fuel, stationery etc.

HIERARCHY LEVEL

Functions:

1. Preparation of supplier’s orders.

2. Receipt, checking and recording of supplier’s invoices and delivery notes.

3. Maintenance of purchase journal and ledger.

4. Checking and certification for payment of supplier’s bills.

Sales Department:

This department is one of the most important departments in every

manufacturing concern. It generally deals with form and records relating to sale of

finished goods, marketing, and advertisement.

HIERARCHY LEVEL

Functions:

1. Receipt, checking and recording of customers orders.

2. Preparation of outward invoices, delivery notes etc.

3. Maintenance of sales journal and ledger.

4. Preparation, submission, and follow up of bills and statement of customers.

5. Collection of outstanding bills.

6. Preparation of sales statistics.

Finance and Accounts Department:

This department regarded as the lifeblood of a business enterprise. The

accounts department maintains all the books of accounts of the company and

manages the day-to-day cash requirements and transactions. This department also

carries out the internal audit of the company.

HIERARCHY LEVEL

Functions:

1. Preparation of final accounts, financial statements, and budget papers, bills,

statement of wages and salaries.

2. Maintenance of investment records.

3. Supplying management with all other information and statistics relating to the

financial position of the business for control purposes.

4. Cash request made by the employees.

Personnel department:

This department deals in recruitment, selection, training of employees. It also

helps in anticipating future labor requirements through man power forecasting and

planning and assists in formulation of personnel policies.

HIERARCHY LEVEL

Functions:

1. To maintain close liaison with line organization.

2. To plan, organize and control personnel relations programme.

3. To ensure good employee morale and happy industrial relations as far as

practicable in the present context of insatiable demand.

4. To assist line management develop an effective appraisal system and evaluate the

performance of their respective personnel.

5. To provide a sound programme of wage and salary administration.

Legal Department:

Legal department handles the legal obligation of an organization towards the

society, towards the investors, management, and employee of an organization.

HIERARCHY LEVEL

Functions:

1. Trademark is a seal of an organization under which it is registered to carry out the

business. This trademark is recognized world over by the trading community and

its customers.

2. Registration and violation matters, smooth employer-employee management

disputes.

3. Legal issue arising out of employee termination, voluntary recruitment, legal

matters between the organization, suppliers, bad debt recovery etc.

Secretarial department:

It is one of the most important and needed department in a company. It is

headed by a company secretary. According to sec.383-A of the company’s act 1956

provides that every company having paid up share capital of Rs.2 crores or more

must have a whole time secretary.

HIERARCHY LEVEL

Functions:

1. Handles the day-to-day office routine work- correspondence, filing, indexing etc.

2. Maintain the books and accounts of the firm.

3. The secretary or any other staff in the department takes dictation, notes etc. from

his boss as a private secretary does.

4. Creates cordial relationship between staff and the top management.

5. Another function of the department is to organize meetings of the company notice

of meeting is to be issued etc. and the secretary takes the minutes of the meeting.

6. Maintains all confidential and secret files of the organization.

7. Look after the activities of the organization.

COMPANY SECRETARY

DEFINITION OF A COMPANY SECRETARY:

The term secretary has been under section 2(45) of the companies act, 1956 as

follows:

“Secretary means a company secretary within the meaning of clause(c) of the

sub-section (1) of section of the companies secretaries act, 1980 and includes any

individual possessing the prescribed qualification and appointed to perform the duties

which may be performed by a secretary under this act or any other ministerial or

administrative duties.”

Clause (c) of sub-section (1) of section 2 of the company secretary act, 1980

defines a company secretary as person who is a member of the Institute of Company

Secretaries of India.

WHO CAN BE A SECRETARY?

A company secretary must possess the qualifications prescribed by central

government [section (45)].

The companies (Appointment and Qualification of Secretary) rules, 1988 provide as

follows:

a. Companies having paid up capital of Rs 2 crores or more must have a whole-

time secretary. The person to be appointed as a secretary must be a member of

Institute of Company Secretaries of India.

b. In case of any other company, having paid up share capital of less than Rs 2

crores may appoint any individual as its whole –time secretary if he possesses

one or more of the qualifications as specified below:

i. Membership of the Institute of Company Secretaries of India.

ii. Pass in the intermediate examination conducted by the Institute of Company

Secretaries of India.

iii. Degree in law by any university.

iv. Membership of the Institute of Cost and Work Accountants of India.

v. Membership of the Institute of Chartered Accountants of India.

vi. M.com or M.A in corporate secretary ship.

vii. Membership of Association of Secretaries and Managers, Calcutta.

viii. Post graduate diploma in Company Law and Secretarial Practice granted by

the University of Udaipur.

QUALITIES OF A SECRETARY:

The secretary must have sound education and be well informed.

He/she should have specialized knowledge of the profession/business in

which he/she is engaged.

He/she must make quick decisions.

Being a liaison officer, he/she should have the sense of justice, self-control,

and sympathy in his/her dealings with others.

He/she should at once be a quasi-lawyer and a quasi-economist.

He/she should be in a position to adopt him/her-self to situations and

changing conditions.

He/she must keep him/her-self abreast of all legislations and judgment which

may affect or likely to affect the industry.

He/she should seek to master the intricacies of modern finance and its

bearings upon the activities of the company.

He/she should have sound general education of a high standard and

command of language.

Finally, the secretary must be the one who can make things move and deliver

the goods.

FUNCTIONS OF A COMPANY SECRETARY:

The functions of a company secretary can be divided into two categories:

1. Secretarial functions.

2. Non-secretarial functions.

Secretarial Functions:

Secretarial functions can be divided into two parts:

(A) Pre – incorporation functions:

The promoter has to perform many functions before the incorporation of the

company. Memorandum of association, articles of association, and other documents

are to be filed with the registrar. The secretary helps the promoters in preparing,

printing, and filing of these documents.

(B) Post – incorporation functions:

After the incorporation of the company, the secretary has to perform many

functions of secretarial nature.

Non – Secretarial Functions:

These functions are generally executed by Executive Secretary. Directors

being affected by the talents, qualifications and experiences of the secretary can ask

the secretary to perform any of the following functions:

i. Administrative functions.

ii. Managerial functions.

iii. Liaison functions.

iv. Organizational functions.

v. Co-ordination functions.

In brief, the executive secretary works in the following three capacities:

i. As an agent of board of directors.

ii. As a Departmental Officer of the Secretarial Office.

iii. As a chief administrator.

DUTIES OF A COMPANY SECRETARY:

It can be classified into the following heads:

1. Statutory duties.

2. Duties to the directors.

3. Duties relating to the shareholders.

4. Duties to the public.

5. Duties relating to the organization.

6. Duties relating to stock exchange.

STATUTORY DUTIES:

The statutory duties of a company secretary arise in connection with the following

acts:

D U T I E S U N D E R C O M P A N I E S A C T :

To maintain register of investments held by the company in the name of its

nominees (sec.49).

To sign any document or proceedings requiring authentication by the company

(sec.54)

To deliver for registration return of allotment (sec.75)

To give the notice of increase of share capital or of members to registrar

(sec.97)

To deliver the share certificate within three months of allotment or within two

months of registration of transfer (sec.113)

To make entries in register of members on issue of share warrants (sec.115)

To make trust deed available to members and debenture holders to inspection

and to forward a copy of it to them in request on payment of prescribed fee

(sec.118)

To deliver for registration of particulars of mortgages and charges to the

registrar (sec.125-127)

To maintain register of charges (sec.143)

To get name of the company painted or affixed outside every office and place

of business, to get name printed on documents of the company and to get it

engraved on the seal of the company (sec.147)

File with the registrar a duly verified declaration for obtaining the certificate

of commencement of business (sec.149)

To maintain register of members (sec.150)

To maintain index of members (sec.151)

To maintain register and index of debenture – holders (sec.152)

To sign the annual return (sec.162)

To allow inspection of, to furnish copies of, register of members(sec.163)

To send notices of meeting to members (sec.171)

To file resolutions and agreements requiring registration with the registrar

(sec.192)

To prepare minutes of every general meeting and of every meeting of board of

directors and of every committee of the board (sec.193)

To make available for inspection the minute books of general meetings

(sec.196)

To sign the annual accounts of the company (sec.215)

To send notices of the meeting of the board of directors (sec.286)

To maintain register of contracts in which the directors are interested (sec.301)

To maintain register of directors, managers and secretary (sec.303)

To make available registers of directors etc. for inspection (sec.304)

To maintain register of directors shareholdings (sec.307)

To maintain register of inter-corporate loans (sec.370)

To maintain register of inter-corporate investments (sec.372)

To assist in preparing the statement of affairs in a winding up for the purpose

of submitting it to the liquidator (sec.454)

D U T I E S U N D E R E S T A T E A C T :

To give information of deceased shareholder to the estate duty controller.

To give answers regarding queries put forth by the controller of estate

regarding deceased shareholders.

D U T I E S U N D E R S T A M P A C T :

The secretary is required to see that every legal document, share certificates,

transfer forms etc, bear necessary stamps as required under this act.

D U T I E S U N D E R I N C O M E T A X A C T :

To deduct requisite income tax form dividends and interests and form the

salaries of employees whose annual income is taxable.

To file tax returns with the income tax authorities.

To issue a certificate if income tax deducted to every shareholder receiving

dividend.

DUTIES TO THE DIRECTORS:

To convene meetings of directors.

To issue notice and agenda of such meetings to every director of the company.

To carry on correspondence with the directors of the company of various

matters.

DUTIES TO THE SHAREHOLDERS:

To serve the best interests of the shareholders at all times.

To deal with correspondence between the company and shareholders.

To issue notices and agenda of the meetings to the shareholders.

To arrange for payment of dividends at the proper time.

DUTIES TO THE PUBLIC:

To safe guard the interest of creditors, debenture holders etc.

To deal with correspondence between the company and the creditors, public

and look into their grievances and complaints.

DUTIES RELATING TO ORGANIZATION:

To organize, supervise and co-ordinate the office work of the company.

To supervise and co-ordinate the activities of various departments.

To oversee the recruitment, training, promotion etc of the employees of the

office.

DUTIES RELATING TO STOCK EXCHANGE:

The shares of all companies are traded in the stock exchange. This permission

by the stock exchange to allow shares of a company to be dealt in the stock

exchange entails certain obligations on the company to keep the stock exchange

posted with certain information about the functioning of the company. The secretary

must keep in touch with the stock exchange as regards listing of shares, dividend

declaration, new issues etc.

RATIO ANALYSIS

Ratio analysis is one of the techniques of financial analysis where ratios used

are as a yardstick for evaluating the financial condition and performances of a firm.

Ratios are relationships expressed in mathematical terms between figures,

which are connected with each other in some manner. Obviously, no purpose will be

served by comparing two sets of figures, which are not at all connected with each

other. Moreover, absolute figures are also unfit for comparison.

CLASSIFICATION OF RATIOS

1. Liquidity ratios

2. Capital structure ratios

3. Profitability ratios

4. Debt equity ratios

5. Turnover ratios

ADVANTAGES OF RATIO ANALYSIS

1. Ratios are useful in analysis of financial statement

2. Ratios are useful in simplifying accounting figures

3. Ratios are useful in judging operating efficiency

4. Ratios are useful in forecasting purpose

5. Ratios are useful in locating the week spots of the business

6. Ratios are useful for comparison of performance.

Fixed Assets Ratio

Fixed assets turnover is the ratio of sales to the value of your fixed assets. It indicates

how well your business is using its fixed assets to generate sales. It is calculated as

follows:

FIXED ASSETS TURNOVER RATIO = NET SALES

NET FIXED ASSETS

Table showing Fixed assets turnover ratio of Apollo Sindhoori Ltd;

YEARNET

SALES

NET FIXED

ASSETS

RATIO (TIMES)

2007-2008 11,959,000 3203000 3.73

2006-2007 6,729,000 2381000 2.83

2005-2006 5,489,000 1709000 3.21

2004-2005 3,552,000 1029000 3.45

INTERPRETATION:

This ratio indicates the extent to which the investments in fixed assets contribute

towards sales. If it is compared with the previous periods, it indicates whether

investments in fixed assets has been judicious or not. The fixed Assets Turnover Ratio

fell down in the yr 2006-07 but for the next two years it’s gradually increased.

Fixed Asset Ratio

3.73

2.833.21

3.45

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

2007-2008

2006-2007

2005-2006

2004-2005

WORKING CAPITAL RATIO

This ratio indicates whether working capital has been properly utilized or not in net

sales. This ratio is calculated as follows;

WORKING CAPITAL TURNOVER RATIO = NET SALES .

WORKING CAPITAL

WORKING CAPITAL = CURRENT ASSETS – CURRENT LIABILITY.

Table showing working capital turnover ratio of Apollo Sindhoori Ltd;

YEAR SALESNet working

capitalRATIO

(TIMES)

2007-2008 11,959,000 5138000 2.33

2006-2007 6,729,000 4704000 1.43

2005-2006 5,489,000 4338000 1.27

2004-2005 3,552,000 1931000 1.84

INTERPRETATION

Working capital is otherwise the difference between current assets and current

liabilities. This ratio indicates whether working capital has been effective used in

making sales. The more the sales the higher the ratio. And the same is reflected here.

Sales was higher in 2007-08 and hence higher ratio.

2.33

1.43 1.27

1.84

0.00

1.00

2.00

3.00

Working Capital Ratio

2007-2008

2006-2007

2005-2006

2004-2005

Fixed Asset to Current Asset Ratio

This ratio helps to ascertain the relationship between the fixed asset and

current asset of the company.

This ratio is calculated as follows:

Fixed Assets to Current Asset Ratio = Fixed Asset

Current Asset

Table showing fixed asset to current asset ratio of Apollo Sindhoori Ltd;

YEARFIXED

ASSETSCURRENT

ASSETSRATIO

(TIMES)

2007-2008

3203000 1801900 56.26

2006-2007

2381000 1241000 191.86

2005-2006

1709000 1397600 122.28

2004-2005

1029000 5927000 17.36

INTERPRETATION

Fixed assets to current assets ratio is seen increasing in the year 2006-07 and again

fell down drastically in the year 2007-2008.

56.26

191.86

122.28

17.36

0.00

50.00

100.00

150.00

200.00

Fixed Asset to Current Asset ratio

2007-2008

2006-2007

2005-2006

2004-2005

Fixed Asset to Shareholder’s Funds Ratio:

This ratio helps to find out the relationship between the fixed assets and share

holder’s fund. This tells the amount of fixed assets is been kept by the company as the

asset as compared to the capital and liabilities of the company.

Fixed asset to shareholders funds ratio is calculated as:

Fixed Asset to Shareholder’s Funds Ratio = Fixed Asset

Shareholder’s Funds

Table showing Fixed Asset to Shareholder’s Funds Ratio of Apollo Sindhoori Ltd.

YEARFIXED

ASSETSSHAREHOLDER'S

FUNDRATIO

(TIMES)2007-2008

3203000 451000 7.10

2006-2007

2381000 287000 8.30

2005-2006

1709000 2394000 0.71

2004-2005

1029000 1816000 0.57

INTERPRETATION

The data given in the above table clearly states that the particular ratio was the least in

the year 2004-05 and 2005-06 but drastically increased in the next consecutive years.

Fixed Asset to Share holders Fund

7.108.30

0.71 0.570.00

5.00

10.00 2007-2008

2006-2007

2005-2006

2004-2005

Capital Gearing Ratio:

This ratio is also known as capitalisation ratio or leverage. It is used to analyse

the capital structure of the company. This ratio establishes relationship between the

fixed interest and dividend bearing funds and equity share holder’s funds.

Capital Gearing ratio is calculated as follows:

Capital Gearing Ratio = Long Term Loans + Debentures + PR. SH. Capital

Equity Share holder’s Fund

Table showing capital gearing ratio of Apollo Sindhoori Ltd;

YEARLONG TERM DEBTS

SHAREHOLDER'S FUND

RATIO (TIMES)

2007-2008

4,036,000 451000 8.95

2006-2007

4,319,000 287000 15.05

2005-2006

3,884,000 2394000 1.62

2004-2005

1,324,000 1816000 0.73

INTERPRETATION

The above table interprates the capital gearing ratio and the least accounted was in the

year 2004-05 which almost increased by sixteen times in the year 2006-07.

Capital Gearing Ratio

8.95

15.05

1.62 0.730.00

5.00

10.00

15.00

20.002007-2008

2006-2007

2005-2006

2004-2005

Sales to Selling Expense Ratio:

This ratio shows the amount of selling expenses done in order to make a sale

for the company. If the ratio is to lower then the selling expenses are done at higher

rate and thereby reducing profits.

The Ratio is calculated as follows:

Sales to Selling Expense Ratio = Selling Expenses

Net Sales

Table showing the Sales to selling expense ratio of Apollo Sindhoori ltd;

YEAR SALESSelling and

Administrative exp

RATIO (TIMES)

2007-2008

11,959,000 5344000 2.24

2006-2007

6,729,000 3396000 1.98

2005-2006

5,489,000 2731000 2.01

2004-2005

3,552,000 1912000 1.86

INTERPRETATION

The ratio is the least in the year 2004-05 and 2006-07 which means the selling

expenses were higher reducing the profit.

Sales to Selling Expenses

0.00

1.00

2.00

3.00 2007-2008

2006-2007

2005-2006

2004-2005

CURRENT RATIOS:

The ratio is an indication of firm commitment to meet its short-term liabilities.

Current assets mean assets that will either be used up or converted into cash within a

year’s time or during normal operating cycle of the business whichever is long.

Current liabilities mean liabilities payable within a year or during normal operating

cycle of the business whichever is longest part of existing current assets or by creation

of current liabilities.

The Ratio is calculated as follows:

The table showing current ratios of Apollo Sindhoori Ltd.

YEARCURRENT

ASSETSCURRENT

LIABILITIESRATIO

(TIMES)

2007-2008 1801900 12881000 0.14

2006-2007 1241000 7706000 0.16

2005-2006 1397600 9638000 0.15

2004-2005 5927000 3996000 1.48

INTERPRETATION:

Current ratio=current asset/current liabilities

Current assets=sundry drs+cash+loans & advances

Current liabilities =liabilities+provisions

There’s not much of a difference in the ratio except for the financial year 2004-05

where current ratio was the highest.

0.140.160.15

1.48

0.00

0.50

1.00

1.50

Current Ratio

2007-2008

2006-2007

2005-2006

2004-2005

NET PROFIT RATIO

This ratio indicates net margin earned on a sale of Rs.100. It’s calculated as follws:

NET PROFIT RATIO = NET PROFIT X 100 NET SALES

This ratio helps in determining the efficiency with which affairs of the business are

being managed. An increase in the ratio over the previous period indicates

improvement and vice-versa.

Table showing the Net Profit ratio of Apollo Sindhoori Ltd.

YEARNet Profit After Tax

SalesRATIO

(TIMES)2007-2008

2,214,000 11,959,000 18.51

2006-2007

952,000 6,729,000 14.15

2005-2006

836,000 5,489,000 15.23

2004-2005

622,000 3,552,000 17.51

INTERPRETATION

The ratio has increased in the current year from 14.15 to 18.51 from the year 2006-07.

This indicates improvement.

Net Profit Ratio

0.00

5.00

10.00

15.00

20.002007-2008

2006-2007

2005-2006

2004-2005

RETURN ON SHAREHOLDER’S FUND RATIO:

It measures the profitability of the company from the equity shareholders point of

view.

The ratio is calculated as under:

Table showing Return on shareholders funds of Apollo Sindhoori Ltd:

YEARNet Profit After Tax

Shareholder's fundRATIO

(TIMES)2007-2008

2,214,000 451000 4.91

2006-2007

952,000 287000 3.32

2005-2006

836,000 2394000 0.35

2004-2005

622,000 1816000 0.34

INTERPRETATION

The ratio is visibly increased from the year 2004-05, 2005-06. And almost increased

six times in the year 2006-07 from the previous year.

Return on equity share holders fund ratio= (net profit after tax & pref. dividend /

equity share holders fund)*100

Return on Shareholder's Fund

0.00

2.00

4.00

6.00 2007-2008

2006-2007

2005-2006

2004-2005

CONCLUSION

Training affords a person opportunity to see from close quarter’s different people,

things and places. Training acquires much knowledge about the functioning of the

concern thus the institutional training helps to gain a practical exposure with view to

course of b.com(corporate secretaryship)has been designed under which the training

has been planned to experience in practical and theoretical things which we have

studied.

During the short training period at the company, I have prepared this report to

depict the details of organization towards the secretarial training forming a part of the

curriculum, which has helped me largely to the real life situation to gain practical

exposure.

Thus thanks to all my lecturers of corporate secretaryship department who

have extended their support. In addition, my sincere thanks to all staff of CUMI

Chemicals & Pharmaceuticals Ltd. who have helped me apart from busy schedule of

work.

Thus, this training has enlightened me about the day to day functioning of

corporate undertakings. The duties and responsibilities of the secretarial department

of company were enumerated to me. Thus, training has helped me to gain insight

knowledge about the corporate environment.