Directors Report of Arihants Securities Ltd.

Mar 31, 2024

Your directors have great pleasure in presenting the THIRTIETH Annual Report together with the
Audited Accounts of your Company for the Financial Year ended 31.03.2024.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

Particulars	2023-2024 (In lakhs)	2022-2023 (In lakhs)
Revenue from operation	25.75	20.40
Other income	255.15	127.71
Total income	280.90	148.11
Total Expense	134.29	72.69
Profit/(loss) before Tax	146.62	75.43
Tax Expense
Current	42.95	19.00
Deferred Tax	-	-
Profit / (Loss) After Tax	103.66	56.43

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments which have occurred between the end of the
financial year of the company to which the balance sheet relates and the date of the report affecting
the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.
TRANSFERS TO RESERVE FUND:

Under section 45-IC (1) of Reserve Bank of India (''RBI'') Act, 1934, non-banking financial Companies
(''NBFCs'') are required to transfer a sum not less than 20% of its net profit every year to reserve fund
before declaration of any dividend. Accordingly, in the year 2023-24, Arihant''s Securities Limited
(the ''Company'') has transferred a sum of ^ 20.73 lakh to its reserve fund.

DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended on 31^st
March, 2024. Since the Board have considered it financially prudent in the long-term interest of the

Company to re-invest the profits into the business of the Company to build a strong reserve base and
grow the business of the Company.

PARTICULARS OF SUBSIDIARY COMPANY, ASSOCIATE COMPANY AND IOINT VENTURE
COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions
of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial
statements are not applicable.

BOARD OF DIRECTORS:

The Current Directors on the Board are as follows: -

Name	Designation
Nishikant Mohanlal Choudhary	Managing Director
Prakashchand Ankush Jain	Independent Director
Aarisha	Director
Mohana	Independent Director

Mrs. Aarisha, Director is liable to retire by rotation and being eligible has offered herself for re¬
appointment. Your Directors recommend the re-appointment of the Mrs. Aarisha retiring by rotation
to the members.

Composition and Category:

The Board has an optimum combination of Executive and Non-Executive Directors. The composition
of the Board is in conformity with SEBI (Listing Obligation and Disclosure Requirement) Regulations,
2015 with reference to number of Executive and Non-Executive Directors.

The Executive Director is involved in the day today management of the Company and Non-Executive
Directors, including the Independent Director, bring external and wider perspective and
independence to the decision making.

Mr. Nishikant Mohanlal Choudhary, Managing Director of the Company, works under the direction,
control, and supervision of the Board of Directors. The Board of Directors meet regularly to discuss,
appraise, and approve matters relating to the company''s strategy, plans, budgets, financials and
operations.

Board Meeting:

During the financial year ended 31^st March 2024 Five (5) Board Meetings were held. The dates on
which the Board Meetings were held are 30.05.2023, 14.08.2023, 02.09.2023, 10.11.2023, and
29.01.2024.

Details of attendance at the Board meetings and the last Annual General Meeting:

Name of Director	Board Meetings Attended	Attendance in Last AGM
Mr. Nishikant Mohanlal Choudhary	5	Yes
Mr. Prakashchand Ankush Jain	5	Yes
Mrs. Mohana	5	Yes
Mrs.Aarisha	5	Yes

Board Agenda:

Meetings are governed by a structured Agenda and a Board member may bring up any matter for
consideration of the meeting in consultation with the Chairman. The detailed agenda and relevant
information are sent to every director at least 7 working days in advance for each meeting,
facilitating effective discussion and decision making. An indicative list of the information usually
placed before the Board is as under:

> Annual Budgets and updates thereon.

> Capital expenditure proposals if any and review of their implementation.

> Quarterly, Half yearly and Annual Results.

> Business performance and steps for improvement.

> Legal proceedings involving the Company.

> Minutes of meetings of Audit Committee, Remuneration Committee and Shareholders
Committee.

> Materially important show cause notices, non-compliances, if any, etc.

BOARD COMMITTEESAND MEETINGS

In compliance to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has various Committees of the Board. Details of
scope, constitution, terms of reference, numbers of meetings held during the year under review
along with attendance of Committee Members therein are as mentioned below.

Name of the Committee	Composition of the Committee/ No. of times the committee met	Highlights of duties, responsibilities & Activities
Audit Committee	Mrs. Mohana DIN:07239307 {Independent and Non¬ Executive Director} Chairman of the Committee Mr. Prakashchand Ankush Jain DIN:09301089 {Independent and Non¬ Executive Director} Member Mrs. Aarisha DIN:08776407 (Director (Non-Executive -	> The Audit Committee was mandated with the same Terms of Reference specified in SEBI (LODR) REGULATIONS, 2015 > The current Terms of Reference fully conform to the requirements of the Companies Act-2013. > The Audit committee is responsible for overseeing the Company''s financial reporting process, reviewing the quarterly/half yearly/annual financial statements, reviewing with

	Non Independent Director) - Member The Committee met 5 times on: - 30 th May, 2023 14th August, 2023 02nd September, 2023 10th November, 2023 29th January, 2024	the management the financial statements and adequacy of internal audit function, recommending the appointment/reappointment of statutory auditors and fixation of audit fees, reviewing the significant internal audit findings/related party transactions, reviewing the Management Discussion and Analysis of financial condition and result of operations and also statutory compliance issues > The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.
Nomination &	Mr. Prakashchand Ankush	> To fix salary allowances and
Remuneration	Jain	other perks to senior level
Committee	DIN:09301089 {Independent and Non- ExecutiveDirector}	personnel as and when appointed by the Company.
	Chairman of the Committee Mrs. Mohana DIN:07239307 {Independent and Non¬ Executive Director}- Member Mrs. Aarisha DIN:08776407 (Director (Non-Executive - Non Independent Director) - Member The Committee met 1 times on: - 02nd September, 2023	> REMUNERATION POLICY: The managing director is the only executive director on the board who is entitled to receive remuneration. The non-executive directors are not entitled to any remuneration. The compensation to the managing director is within the scale approved by the shareholders. The elements of compensation comprise a fixed component and a performance incentive. The compensation is determined based on the level of responsibility and scales prevailing in the industry. The managing director is not paid sitting fees for any board / committee meetings attended by him.
Shareholders	Mrs. Mohana	> The role of the committee
Relationship	DIN:07239307	includes formulation of
Committee	{Independent and Non-	shareholders'' servicing plans

	Executive Director} Chairman of the Committee Mr. Prakashchand Ankush Jain DIN:09301089 {Independent and Non¬ Executive Director} Mr. Nishikant Mohanlal Choudhary DIN:02142746 (Managing Director)- Member The Committee met 1 times on: - 02nd September, 2023	and policies, consideration of valid share transfer requests, share transmissions, issue of duplicate share certificates, issue of share certificates for split, dematerialization, consolidation of shares, etc.. > It further looks into the redressing of shareholder''s grievances like non-receipt of balance sheet, non-receipt of declared dividends and determining, monitoring and reviewing the standards for resolution of shareholders'' grievances. > No Compliant received for this financial year, no instrument of transfers was pending on 31st March 2024.
Risk Management Committee	Mrs. Aarisha DIN:08776407 (Director (Non-Executive - Non Independent Director) - Chairman of the Committee Mr. Nishikant Mohanlal Choudhary DIN:02142746 (Managing Director)- Member Mrs. Mohana DIN:07239307 {Independent and Non- ExecutiveDirector}- Member The Committee met 2 times on: - 14th August, 2023 29th January, 2024	> The role of the committee includes monitor credit risks, operational risks, market and liquidity risks, and information security risks. Oversight over all material risks is carried out through regular monitoring of risk indicators, policy management and testing of controls, for their design and effectiveness. > It further review the risk management policy developed by the management, review the risk management framework document tand implementation of the actions planned in and periodical, review the process for systematic identification and assessment of the business risks.
Share Transfer Committee	Mr. Nishikant Mohanlal Choudhary DIN:02142746 (Managing Director)-	> This committee also monitors and reviews the mechanism of share, transfers, dematerialization

	Chairman of the Committee	of shares and payment of dividends.
	Mrs. Mohana DIN: 07239307 {Independent and Non- ExecutiveDirector}
	Mr. Prakashchand Ankush Jain DIN:09301089 {Independent and Non¬ Executive Director}
	The Committee met 1 times on :- 14th August, 2023

Details of Recommendations of Audit Committee which were not Accepted by the Board along
with Reasons,

The Audit Committee generally makes certain recommendations to the Board of Directors of the
Company during their meetings held to consider any financial results (Unaudited and Audited) and
such other matters placed before the Audit Committee as per the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the
year the Board of Directors has considered all the recommendations made by the Audit Committee
and has accepted and carried on the recommendations suggested by the Committee to its
satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the
Company during the year under review

INDEPENDENT DIRECTORS AND FAMILIRISATION PROGRAMME

In terms of the provisions of Section 149(7) of the Companies Act, 2013, all the Independent
Directors of the Company have furnished a declaration to the Company stating that they fulfill the
criteria of Independent Director as prescribed under Section 149(6) of the Companies Act, 2013 and
are not being disqualified to act as an Independent Director.

In compliance with Regulation 25 & 16 SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and amendments made under thereto. the Board has adopted a policy on a
familiarization programme for Independent Directors of the Company. The policy familiarizes the
Independent Directors with the nature of industry in which the Company operates business model of
the Company, their roles, rights, and responsibilities in the Company.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves
to be appointed as Independent Directors under the provisions of Companies Act, 2013 and the
relevant rules.

BOARD EVALUATION

The Board of Directors of the Company has carried out the annual evaluation of its own performance
as well as the evaluation of the working of its committees and individual Directors. This exercise was
carried out through structured questionnaires formulated by the Nomination & Remuneration
Committee. The questionnaires are circulated to all the directors to seek their response on the
evaluation. The evaluation framework provides for performance parameters and possible paths for
improvements.

The performance evaluation of the Non-Independent Directors, Chairman and the Board as a whole
were carried out by the Independent Directors.

The Directors have expressed their satisfaction with the evaluation process and its results.

KEY MANAGERIAL PERSONNEL

The following Directors/Officials of the Company have been designated as Key Managerial Personnel
(KMP) of the Company by the Board of Directors in terms of provisions of Section 203 of the
Companies Act, 2013 and the SEBI Listing Regulations:

1. Mr. Nishikant Mohanlal Choudhary : Managing Director

2. Mrs. Rajshri Choudhary : Chief Financial Officer

3. Mrs. Nutika Jain : Company Secretary

REMUNERATION POLICY OF THE COMPANY

The policy of the Company on directors'' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters, as
required under Section 178(3) of the Companies Act, 2013, can be viewed on the Company''s website
www.arihantssecurities.com. There has been no change in the policy since the last financial year.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2023-24, your Company has complied with applicable Secretarial
Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India

ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of Companies Act 2013 and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower
mechanism for directors and employees to report concerns about unethical behavior, actual or
suspected frauds or violation of the Company''s code of conduct and ethics. The Audit Committee of
the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering all
employees and directors is available in the Company''s website at www.arihantssecurities.com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the regulators or
courts or tribunals which impact the going concern status and future operations of the Company.

DEPOSITS:

The Company being non-deposit taking NBFC, has not accepted any deposits from the public during
the year under review

PARTICULARS OF LOANS, INVESTMENT, GUARANTEE AND SECURITY U/S 186(4) OF THE
COMPANIESACT, 2013

The Company has not given any loans or made investment or provided any guarantee/ security
during the financial year under review. The Company has not given any guarantees other than bank
guarantees in the normal course of business to meet contractual obligations.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange. The Annual Listing Fees
for the financial year 2023-2024 has been paid to Bombay Stock Exchange.

AUDITORS:

M/s. VARADARAJAN & CO (Firm Registration No. 04515S), Chartered Accountants, No. 68, 1st Main
Road, C.I.T. Nagar Nadanam, Chennai-600035 is the Statutory Auditor of the Company and they hold
office till the conclusion of the 33^rdAnnual General Meeting to be held in the calendar year 2027.
However, due to other professional reasons the statutory auditor has tendered their resignation on
conclusion of the forthcoming Annual General Meeting.

In order to fill up such casual vacancy, based on the recommendation of the Audit Committee, the
Board of Directors has proposed the appointment of M/S. N.R. Krishnamoorthy & Co. Chartered
Accountants, Chennai (Firm Registration Number: 001492s), as the Statutory Auditors of the
Company for a period of Five years to hold the office of Statutory Auditors from the conclusion of
this AGM till the conclusion of AGM to be held in the year 2029.

AUDITORS REPORT:

There were no qualification, reservation, or adverse remark in the Auditor''s Report for the financial
year ended on March 31, 2024.

SECRETARIAL AUDITOR:

The Board of Directors of the company had appointed Mr. AJAY KUMAR BANTIA, Practicing
Company Secretary (C.P. No-13620), having address at I Floor, No. 30, Raja Bather Street T.
Nagar, Chennai, Tamil Nadu 600017 who has conducted the Secretarial Audit of the Company for the
Financial Year 2023-2024. The Secretarial Audit report issued by him is attached to this report as
Annexure-C.

SECRETARIAL AUDIT REPORT:

As there are no qualifications, reservation or adverse remark or disclaimer made by the Company
secretary in whole time practice in the secretarial audit report, the need for providing explanation or
comments on the same by the Board of Directors does not arise.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual return as
per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the
company www.arihantssecurities.com.

RELATED PARTY TRANSACTIONS

All related party transaction that was entered into during the financial year was on an arm''s length
basis in the ordinary course of business. There are no ''material'' contracts or arrangements or
transactions which were not at arm''s length basis and therefore disclosure in form AOC -2 is not
required.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
foreseeable and repetitive nature. For the transactions entered into pursuant to the omnibus
approval so granted, a statement giving details of all related party transactions is placed before the
Audit Committee and the board of Directors for their approval on a quarterly basis.

EMPLOYEES

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and
read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set out in ANNEXURE-A attached herewith which forms part of this
report.

The statement containing such particulars of employees as required in terms of the provisions of
Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to
the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out
therein, are being sent to all members of the Company, excluding the aforesaid information and the
same is open for inspection at the registered office of the Company during working hours up to the
date of Annual General Meeting and if any member is interested in obtaining such information, may
write to the Company Secretary at the registered office of the Company in this regard.

CORPORATE GOVERNANCE:

As prescribed under the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015, your Company does not fall under the purview of complying with
the provisions of Corporate Governance. During the year your Company has informed the non¬
applicability provision to the Bombay Stock Exchange. Since, the provision of Corporate Governance
is not applicable for the entire Financial Year 2023-24, a separate report of Corporate Governance is
not disclosed in the Annual Report 2023-24.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder,
certain class of companies is required to spend 2 % of its average net profits of the company made
during 3 immediately preceding financial years on CSR activities. It also provides for formation of
CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of
spending the amount. The company is not covered under section 135 of the Companies Act, 2013
and the rules framed there under for the financial year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
OUTGO:

A. Details of Conservation of Energy: NIL

I. Steps taken or impact on conservation of energy

II. Steps taken by the company for utilizing alternate sources of energy

III. Capital investment on energy conservation equipment

B. Technology Absorption: Nil

I. Efforts made towards technology absorption:

II. Benefits derived as a result of the above efforts:

III. In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year):

(a) Details of technology imported:

(b) Year of import:

(c) Whether the technology been fully absorbed:

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof:

IV. Expenditure incurred on Research and Development:

The Company has not incurred any cost towards undertaking R&D Activity during the period
under review.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in terms of actual inflows during the year: NIL
Foreign Exchange outgo during the year in terms of actual outflows: NIL

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-
PROHIBITION AND REDRESSAL) ACT, 2013

Your company has always believed in providing a safe and harassment free work place for every
individual working in the company''s premises through various interventions and practices. The
company always endeavors to create and provide an environment that is free from discrimination
and harassment including sexual harassment. The company have a formal Anti Sexual Harassment
policy in line with the requirements of The Sexual Harassment of Workmen at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal complaints committee has been set up to
redress complaints contractual, temporary and trainees are covered under the policy.

The following is the summary of sexual harassment complaints received and disposed of during
the 2023-2024:-

No. of complaints received: NIL
No. of complaints disposed off: NIL

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Schedule-V thereof, the Management Discussion and Analysis report has
been annexed to the Boards Report as ANNEXURE-B and forms part of the Annual Report

RBI GUIDLINES:

The Company is registered with RBI as a NBFC-ND-NSI. The Company has complied with and
continues to comply with all applicable laws, rules, circulars and regulations, including the Master
Direction''s Reserve Bank of India (Non-Banking Financial Company n Scale Based Regulation)
Directions, 2023 and guidelines notified there under.

COMPANY''S VISION AND PHILOSOPHY ON THE CODE OF GOVERNANCE:

The vision of Arihant''s Securities Limited is to be a financially sound, profitable, growth oriented and
technology friendly Company committed to building values and maximizing gains for all its
stakeholders, for those doing business with it, and for others associated with it. In its pursuit to
attain its goals, the Company is laying maximum emphasis on the effective system of Corporate
Governance particularly with a view to improve its image, efficiency, effectiveness, and integrity in
all its dealings. The Company''s Corporate Governance philosophy is to be ethical in its conduct of its
business, to constantly strive to grow with profits, and to enhance shareholders value to the
maximum extent. The Corporate Governance policies of your Company recognize the accountability
of the Board Of Directors vis-a-vis all its constituents viz. Borrowers, Shareholders, Employees,
Government & other Regulatory Authorities, and others dealing with it and doing business with it.

POLICES OF COMPANY

All policies of the company viewed on the website of the company www.arihantssecurities.com.
DIRECTORS'' RESPONSIBILITY STATEMENT:

As per Section 134(3)(c) of the Companies Act, 2013 the Board of Directors hereby confirm the
following statement:

(i) In the preparation of the annual accounts for the financial year ended 31^st March 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company as at March 31^st, 2024 and of the profit and loss of the company for
that period;

(iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively and

(vi) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

Your directors wish to place on record their deep appreciation of the dedication and commitment of
employees to the growth of your company during the year. Your directors also express their sincere
gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued
patronage and cooperation.

For and on behalf of the Board
Arihant''s Securities Limited

Date: 04.09.2024 AARISHA Nishikant Mohanlal Choudhary

Place: Chennai Director Managing Director

DIN:08776407 DIN:02142746

---

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the TWENTY FIRST Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended 31.03.2015.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

(Rs. Lakhs)

Particulars For the For the year ended year ended

31.03.2015 31.03.2014

Revenue from Operations 65.68 15.94

Other Income - -

Gross Income 65.68 15.94

Profit/(Loss) before Financial cost, 42.11 9.58 Depreciation and Tax

Less: Financial Cost - -

Profit/(Loss) before Depreciation and Tax 42.11 9.58

Less: Depreciation - -

Profit I (Loss) before Tax & Exceptional/ 42.11 9.58

Extraordinary Items

Less: Exceptional and Extraordinary Items 4.76 1.40

Profit/(Loss)beforeTax 37.35 8.18

Less: Tax Expense Profit/ (Loss) After Tax for the year

EPS 0.75 0.16

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

In order to conserve the financial resources of the company for growth and expansion plans, the Board of Directors do not recommend any dividend for the financial year under review.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year. The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange. The Annual Listing Fees for the financial year 2015-2016 has been paid to Bombay Stock Exchange.

SEBI has mandated the small / regional exchanges to raise their capabilities in terms of net worth / trading reach. Madras Stock Exchange, in which your company is also listed has not fulfilled the criteria framed by the SEBI. Subsequently it has opted for voluntary exit as a Stock Exchange and advised the Companies to delist their shares, which are not exclusively listed with it. In view of this scenario, the company shall delist its Equity Shares from Madras Stock Exchange.

Ms. Mohana, Director, whose appointment is valid till this AGM is appointed as Independent Director for a period of 5 (Five) years with effect from 30th September 2015.

Your Board recommends the above appointment/reappointment of Directors in the best interest of the Company.

Company's Vision and Philosophy on the Code of Governance:

The vision of Arihant's Securities Limited is to be a financially sound, profitable, growth oriented and technology friendly Company committed to building values and maximizing gains for all its stakeholders, for those doing business with it, and for others associated with it. In its pursuit to attain its goals, the Company is laying maximum emphasis on the effective system of Corporate Governance particularly with a view to improve its image, efficiency, effectiveness, and integrity in all its dealings. The Company's Corporate Governance philosophy is to be ethical in its conduct of its business, to constantly strive to grow with profits, and to enhance shareholders value to the maximum extent. The Corporate Governance policies of your Company recognize the accountability of the Board Of Directors vis-a-vis all its constituents viz. Borrowers, Shareholders, Employees, Government & other Regulatory Authorities, and others dealing with it and doing business with it.

DIRECTORS'RESPONSIBILITYSTATEMENT:

As per Section 134(3)(c) of the Companies Act, 2013 the Board of Directors hereby confirm the following statement:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2015 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

1. Board of Directors:

Composition and Category

As on 31 March, 2015, the Board of the Company consists of Four (4) directors. The Board has an optimum combination of Executive and Non-Executive Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement, with reference to number of Executive and Non-Executive Directors.

The Executive Director is involved in the day to day management of the Company and Non-Executive Directors including the Independent Director bring external and wider perspective and independence to the decision making.

Mr. Nishikanth Mohanlal Choudhary, Managing Director of the Company works under the direction, control and supervision of the Board of Directors. The Board of Directors meet regularly to discuss, appraise and approve matters relating to company's strategy, plans, budgets, financials and operations.

The details of the composition, nature of Directorship and the directorships held in other companies by the Directors of the Company as on 31 March, 2015 are detailed below:

Name Nature of Directorship Directorships in other Public Companies

Mr. Ravikant Choudhry Non - Executive Chairman 1

Mr. Nishikanth Mohanlal Managing Director Nil Choudhary

Mr. Ajit Kumar Chordia Non-Executive 2 Independent Director

Mr. Narendra B Bhatt Non-Executive Nil

Name Chairmanship / Membership in the Committees of the Board of other Public Companies

Committee Committee Chairman Member

Mr. Ravikant Choudhry 1 2

Mr. Nishikanth Mohanlal Nil 3 Choudhary

Mr. Ajit Kumar Chordia 1 1

Mr. Narendra B Bhatt 1 Nil

Board Agenda:

Meetings are governed by a structured Agenda and a Board member may bring up any matter for consideration of the meeting in consultation with the Chairman. The detailed agenda and relevant information is sent to every director at least 7 working days in advance for each meeting, facilitating effective discussion and decision making. An indicative list of the information usually placed before the Board is as under:

* Annual Budgets and updates thereon.

* Capital expenditure proposals if any and review of their implementation.

* Quarterly, Half yearly and Annual Results.

* Business performance and steps for improvement.

* Legal proceedings involving the Company.

* Minutes of meetings of Audit Committee, Remuneration Committee and Shareholders Committee.

* Materially important show cause notices, non-compliances, if any, etc.

Board Meeting:

During the financial year ended 31st March 2015 Five (5) Board Meetings were held. The dates on which the Board Meetings were held are 01-04-2014,30-05-2014,14-08-2014,14-11-2014,14-02-2015.

Details of attendance at the Board meetings and the last Annual General Meeting:

Name of the Director Board Meetings Attended

Mr. Ravikant Choudhry 5

Mr. Nishikanth Mohanlal Choudhary 5

Mr. Ajit Kumar Chordia 5

Mr. Narendra B Bhatt 5

Name of the Director Attendance in Last AGM

Mr. Ravikant Choudhry Yes

Mr. Nishikanth Mohanlal Choudhary Yes

Mr. Ajit Kumar Chordia Yes

Mr. Narendra B Bhatt Yes

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of Companies Act, 2013 and the relevant rules.

AUDITORS:

M/S. N R Krishnamoorthy & Co, Chartered Accountants, Chennai (FRN: 001492S), Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General meeting of the Company and are eligible for reappointment for a term of five years from the conclusion of the ensuing annual general meeting as per the provisions of Companies Act 2013 subject to ratification by shareholders in the annual general meeting every year. The company has received confirmation that their appointment will be within the limits prescribed under Section 139 read with section 141 of the Companies Act, 2013.

The Audit Committee in its meeting hasrecommended the reappointment of the Auditors. The necessary resolution is being placed before the shareholders for approval.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

EXTRACTS OF ANNUAL RETURN:

The Extracts ofAnnual Return as per Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is enclosed herewith and forms part of the report.

SECRETARIAL AUDIT REPORT:

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed Mr. R. Alagar, B.Com, FCS, Practicing Company Secretary (Cop No: 3913 as the Secretarial Auditor for the financial year 2015 whose report on 30thMay, 2015 is attached separately to this report.

REPLY TO SECRETARIAL AUDIT REPORT:

The Board has taken note of all the points mentioned in Secretarial Audit Report and assures to comply with the provisions at the earliest.

COMPANYSECRETARY:

The company is making consistent efforts for appointment of whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance ofthe provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM AND OTHER COMMITTEES OF THE BOARD:

(A) AUDIT COMMITTEE:

(i) Composition

The Audit Committee of the Board comprises three directors, namely Mr. Ajit Kumar Chordia, the Chairman, Mr. Ravikanth Chudhryand Mr. Nishikanth Mohanlal Choudhary, members. The composition of Audit Committee meets therequirement of Section 177 ofthe Companies Act, 2013

Members of the Audit Committee have requisite financial and management expertise.

(ii) Terms of reference

* Recommendation for appointment, remuneration and term of appointment of the auditors of the Company.

* Discussion and review of periodic audit reports and discussion with external Auditors about the scope of audit including the observations of Auditors.

* Review and monitor the auditor's independence and performance

* Overseeing Financial Reporting Process

* Reviewing periodic financial results, financial statements and auditors' report thereon.

* Evaluation of internal financial controls and risk management systems.

* Valuation of undertakings or assets of the Company.

(iii) Attendance

The committee met 4 times during the period on the following dates: 30.05.2014, 14.08.2014, 14.11.2014and 14.02.2015.

(B) SHAREHOLDERS RELATIONSHIP COMMITTEE

The Shareholders / Investors Grievances Committee have been reconstituted as Shareholders Relationship Committee in line with Section 178 (5) of the Companies Act, 2013 and are headed by Mr. Narendra B Bhattlndependent Director, Mr. Ravikanth Choudhry, Non-executive Director, and Mr. Nishikanth Mohanlal Choudhry, Managing Director as members.

The Committee monitors redressal of complaints received from shareholders/investors with respect totransfer of shares, non-receipt of dividend, non-receipt of Annual Report etc. The Committee also takenote on number of transfers processed, issue of fresh share certificates, dematerialization of share certificates, report about top shareholders, share holding pattern etc.

There were no complaints received for this financial year. No instrument of transfers was pending on 31st March, 2015.

During the year the Committee was met 2 times 30.05.2014, and 14.02.2015.

(C) NOMINATION AND REMUNERATION COMMITTEE

The Company has a Remuneration Committee consists of Chairman Mr. Ravikanth Choudhry, Non-executive Director, Mr. Ajit Kumar Chordia, Independent Director,and Mr. Nishikanth Mohanlal Choudhry, Managing Directoras members.

The Nomination and Remuneration Committee met once during the year on 30th May 2014 and all the directors have attended the meeting.

The company has a Managing Director and there was no payment to him as he has foregone his remuneration for the year in view of low profits made by the company. No remuneration has been paid to any directors of the company.

VIGIL MECHANISM:

The Company has established a vigil mechanism and overseas through the committee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the company.

CORPORATE GOVERNANCE:

By Virtue of the Circular CIR/CFD/Policy Cell/7/2014 Dated 15.9.2014 issued by Securities Exchange Board of India, for companies having Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crore the submission of Corporate Governance Report as stipulated in clause 49 of the Listing Agreement is not mandatory.

Since the Paid Up Equity Capital of the Company is only Rs. 5 Crores and Net Worth is Rs. 4,57,89,545 the company is not required to submit Corporate Governance along with Directors' Report.

However your Board of Directors assure the members that the Company continues to maintain highest Standards of Integrity, transparency in operations, excellence in service to all shareholders and strong Corporate Governance Standards.

The Board of Directors assure that the Corporate Governance Standards as stipulated in the Companies Act, 2013 have been fully complied with.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a financial services company. Therefore, its operations do not account for energy consumptions. Accordingly, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry.

There are no inflow and outflow of foreign exchange during the year under review.

ACKNOWLEDGEMENT:

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

Forand on behalf of the Board Sd/- Date:30,h May,2015 Chairman Place : Chennai (Ravikant Choudhry) (DIN : 00831721)

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Mar 31, 2014

Dear Members,

The Directors are happy to present the Twentieth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

(Amount in)

Particulars 31.03.2014 31.03.2013

Revenue from Operations 15,94,109 10,29,228

Otherlncome - 4,69,900

Gross Income 15,94,109 14,99,128

Profit/ (Loss) before Financial cost, Depreciation 9,58,943 8,77,347 and Tax

Less: Financial Cost 880 270

Profit/ (Loss) before Depreciation and Tax 9,58,064 8,77,077

Less: Depreciation 353 2,954

Profit (Loss) before Tax & Exceptional 9,57,711 8,74,123

Extraordinary Items

Less: Exceptional and Extraordinary Items - -

Profit / (Loss) before Tax 9,57,711 8,74,123

Less: Tax Expense 1,40,145 1,24,455

Profit/(Loss) After Tax for the year 8,17,566 7,49,668

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

In order to conserve the financial resources of the company for growth and expansion plans, the Board of Directors do not recommend any dividend for the financial year under review.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual Listing Fees for the financial year 2014-2015 has been paid to Bombay Stock Exchange.

SEBI has mandated the small / regional exchanges to raise their capabilities in terms of net worth / trading reach. Madras Stock Exchange, in which your company is also listed has not fulfilled the criteria framed by the SEBI. Subsequently it has opted for voluntary exit as a Stock Exchange and advised the Companies to delist their shares, which are not exclusively listed with it. In view of this scenario, the company shall delist its Equity Shares from Madras Stock Exchange.

COMPLIANCEWITH RBI PRUDENTIAL NORMS

The company has complied with the prudential norms on income recognition, accounting standards, assets classification, provisioning for bad and doubtful debts as applicable to it in in terms of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st March 2014.

DIRECTORS

Mr. RavikantChoudhry Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Pursuant to the notification of section 149 and other applicable provisions of the Companies Act, 2013 read with rule thereon, the existing Non Executive Independent Director of the Company Mr. Ajit Kumar Chordia is being appointed as Independent Director for a period of five (5) consecutive years commencing from 30th September, 2014.

To comply with the conditions prescribed in the listing Agreement for appointment of Independent Directors, Mr. Narendra B Bhatt proposed to be appointed as Independent Director for a period of five (5) consecutive years commencing from 30th September, 2014.

In order to fulfill the requirements of Section 152(6) of the Companies Act, 2013 ("the Act") the terms of re-appointment of Mr. Nishikanth Mohanlal Choudhary, Managing Director are being varied by making him liable to retire by rotation in terms of Section 152 (6) of the Act, and all other terms and conditions of his reappointment shall remain the same.

Your Board recommends the above appointments / reappointments of Directors in the best interest of the Company.

KEY MANAGERIAL PERSONNEL''S:

The Board of Directors in their meeting held on 14th August, 2014 has appointed Mr. V. Muralidharan, as a Chief Financial officer (CFO) of the Company. Mr. Nishikanth Mohanlal Choudhary, Managing Director & Mr. V. Muralidharan, CFO were also identified as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013.

COMMITTEES OF BOARD:

Due to resignation of Mr. Subash Chand Nahar as Director of the Company, the Board of Directors in their meeting held on 10th June, 2013, had reconstituted the Audit Committee, Remuneration Committee and Shareholders/ Investors Grievance Committee.

The present Audit Committee comprises of the following Directors of the Board:

Mr. Ajit Kumar Chordia -Chairman

Mr. Nishikanth Mohanlal Choudhary - Member

Mr. Ravikant Choudhary - Member

The present Remuneration Committee comprises of the following Directors of the Board:

Mr. Ajit Kumar Chordia -Chairman

Mr. Ravikant Choudhary -Member

Mr. Nishikanth Mohanlal Choudhary - Member

The present Shareholders/ Investors Grievance Committee, comprises of the following Directors of the Board:

Mr. Ravikant Choudhary -Chairman

Mr. Ajit Kumar Chordia -Member

Mr. Nishikanth Mohanlal Choudhary - Member

AUDITORS:

M/S N R Krishnamoorthy & Co, Chartered Accountants, Chennai (FRN: 001492S), Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General meeting of the Company and are eligible for reappointment for a term of five years from the conclusion of the ensuing annual general meeting as per the provisions of Companies Act 2013 subject to ratification by shareholders in the annual general meeting every year. The company has received confirmation that their appointment will be within the limits prescribed under Section 139 read with section 141 of the Companies Act, 2013.

The Audit Committee in its meeting have recommended the reappointment of the Auditors. The necessary resolution is being placed before the shareholders for approval.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

As required by clause 49 of the Listing agreement entered into with the Stock exchanges, a detailed report on Corporate Governance is given as part of the Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the Compliance with the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is a financial services company. Therefore, its operations do not account for substantial energy consumptions. Accordingly, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry.

There are no inflow and outflow of foreign exchange during the year under review.

PARTICULARS OF EMLPOYEES U/S 217(2A) OF COMPANIES ACT, 1956:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITYSTATEMENT:

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

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

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

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

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

COMPANYSECRETARY:

The company is making consistent efforts for appointment of Whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

ACKNOWLEDGEMENT:

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/- Chennai Ravikant Choudhry Dated : 14th August, 2014 (Chairman)

(DIN: 00831721)

---

Mar 31, 2013

The Directors are happy to present the Nineteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

Particulars 31.03.2013 31.03.2012

Revenue from Operations 10,29,228 1,37,85,485

Other Income 4,69,600 12,200

Profit / (Loss) before Financial costs, Depreciation 8,77,347 1,34,89,897 and Amortisation Expense, Exceptional and Extraordinary

Items and Tax

Less: Financial Costs 270 770

Profit / (Loss) before Depreciation and Amortisation 8,77,077 1,34,89,127

Expense, Exceptional and Extraordinary Items and Tax

Less: Depreciation and Amortisation Expense 2,954 6,689

Profit / (Loss) before Exceptional and Extraordinary 8,74,123 1,34,82,438

Items and Tax

Less: Exceptional and Extraordinary Items 0 0

Profit/(Loss) before Tax 8,74,123 1,34,82,438

Less: Current Tax 1,25,205 24,52,859

Deferred Tax (750) (1,859)

Profit/ (Loss) from the period from continuing 7,49,668 1,10,31,438 operations

Profit/ (Loss) from Discontinuing operations 0 0

Profit/(Loss)forthe period 7,49,668 1,10,31,438

Earning per Equity Share (Amount in)

a) Basic 0.15 2.21

b) Diluted 0.15 2.21

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual Listing Feesforthe Financial year 2013-2014 has been paid to both the Stock Exchanges.

BY ORDER OF THE BOARD

For ARIHANT''S SECURITIES LIMITED

Chennai Sd/-

Ravikant Choudhry

Dated : 5th September, 2013 (Chairman & Director)

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Mar 31, 2012

The Directors are happy to present the Eighteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

(Amount in Rs.)

Particulars 31.03.2012 31.03.2011

Revenue from Operations 1,37,85,485 9,43,529

Other Income 12,200 8,947

Profit / (Loss) before Financial costs, Depreciation 1,34,89,897 4,92,542 and Amortisation Expense, Exceptional and Extraordinary Items and Tax

Less: Financial Costs 770 332

Profit / (Loss) before Depreciation and Amortisation 1,34,89,127 4,92,210

Expense, Exceptional and Extraordinary Items and Tax

Less: Depreciation and Amortisation Expense 6,689 6,689

Profit / (Loss) before Exceptional and Extraordinary 1,34,82,438 4,85,521 Items and Tax

Less: Exceptional and Extraordinary Items 0 0

Profit / (Loss) before Tax 1,34,82,438 4,85,521

Less: Current Tax 24,52,859 0

Deferred Tax (1,859) (1,782)

Profit / (Loss) from the period from continuing 1,10,31,438 4,87,302 operations

Profit/ (Loss) from Discontinuing operations 0 0

Profit/(Loss) for the period 1,10,31,438 4,87,302

Earning per Equity Share (Amount in Rs.)

a) Basic 2.21 0.10

b) Diluted 2.21 0.10

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual Listing Fees for the Financial year 2012-2013 has been paid to both the Stock Exchanges.

COMPLIANCE WITH RBI PRUDENTIAL NORMS

The company has complied with the prudential norms on income recognition, accounting standards, assets classification, provisioning for bad and doubtful debts as applicable to it in in terms of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st March 2012.

DIRECTORS

Mr. Ravikant Choudhry, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment

Mr. Nishikanth Mohanlal Choudhary was reappointed as the Managing Director of the Company at the meeting of the Board of Directors held on 26th April, 2012 for a period of 5 years subject to the approval of the members in general meeting by way of an ordinary resolution. The board recommends to pass ordinary resolution as set out in the notice of the ensuing Annual General Meeting of the Company.

AUDITORS:

N.R. Krishnamoorthy & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. A written certificate pursuant to section 224(1B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company is complying with the Code of Corporate Governance, which has been introduced by the Securities and Exchange Board of India (SEBI). Please find a comprehensive Report on Corporate Governance duly annexed herewith.

All Board Members and Senior Management Personnel have duly complied with the Code of Conduct established by the Company for the year 2011-2012.

A brief resume of each of the directors who are to be re-appointed at this AGM and for reappointment of Managing Director and the names of the Companies in which, they hold directorships are mentioned elsewhere in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is a financial services company. Therefore, its operations do not account for substantial energy consumptions. Accordingly, the information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported as Nil.

However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry.

Foreign exchange earnings and outgo:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date;

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

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

COMPANY SECRETARY:

The company is making consistent efforts for appointment of Whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the company's objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Chennai Ravikant Choudhry

Dated : 5th November, 2012 (Chairman)

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Mar 31, 2011

Dear Members,

The Directors are happy to present the Seventeenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under: (Rs)

Particulars 31.03.2011 31.03.2010

Income 952,476.00 2,485,514.00

Profit/(Loss) before Depreciation and Tax 492,210.00 1,697,352.00

Less: Depreciation 6,689.00 6,689.00

Profit /(Loss) before Tax 485,521.00 1,690,663.00

Less: Provision for Income Tax 0.00 1,85,000.00

Add: Deferred Tax Asset (1,782.00) (1,630.00)

Profit/(Loss) After Tax 487,302.00 1,507,292.00

Add : Balance Brought Forward from previous Year (26,680,023.00) (28,187,315.00)

Profit/(Loss) Available for Appropriation (26,192,720.00) (26,680,023.00)

Appropriations :

Transfer to Special Reserve 0.00 0.00

Balance of Profit/(Loss) Carried over to Balance Sheet (26,192,720.00) (26,680,023.00)

EPS Basic & Diluted (Rs) 0.10 0.30

Weighted Average No. of shares 50,00,000 50,00,000

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occured between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES :

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual isting Fees for the Financial year 2011-12 has been paid to both the Stock Exchange.

COMPLIANCE WITH RBI PRUDENTIAL NORMS

The company has complied with the prudential norms on income recognition, accounting standards, assets classification; provisioning for bad and doubtful debts as applicable to it in terms of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st March 2011.

DIRECTORS

Shri Ajit Kumar Chordia, Director of thecompany retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

AUDITORS:

M/s. N.R. Krishnamoorthy & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible to offer themselves for reappointment. A written certificate pursuant to section 224(1 B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company is complying with the Code of Corporate Governance, which has been introduced by the Securities and Exchange Board of India (SEBI). Please find a comprehensive Report on Corporate Governance duly annexed herewith.

All Board Members and Senior Management Personnel have duly complied with the Code of Conduct established by the Company for the year 2010-11.

A brief resume of each of the directors who are to be re-appointed at this AGM and the names of the Companies in which, they hold directorships are mentioned elsewhere in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

Pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is a financial services company. Therefore, its operations do not account for substantial energy consumptions. Accordingly, the information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported as Nil.

However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry

Foreign exchange earnings and outgo:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo Nil

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Information required on Balance Sheet Abstract and the Company's General Business Profile under Part IV of Schedule VI of Companies Act 1956 inserted by notification No. GSR 388 (E), dated 15.5.1995 is given in Annexure I of this Report.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare :-

1. that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures;

2. that directors have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. that Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The company is making consistent efforts for appointment of Whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD



Sd/- Chennai Ravikant Choudhry Dated : 3rd September, 2011 (Chairman)

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Mar 31, 2010

The Directors are happy to present the Sixteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2010.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under: (Rs)

Particulars 31.03.2010 31.03.2009

Income 2,485,514.00 (4,917,986.00)

Profit / (Loss) before Depreciation and Tax 1,697,352.00 (5,792,705.00)

Less: Depreciation 6,689.00 4,984.00

Profit / (Loss) before Tax 1,690,662.00 (5,797,689.00)

Less : Provision for Income Tax 1,85,000.00 321,944.00

Add : Deferred Tax Asset (1,630.00) 0.00

Profit / (Loss) After Tax 1,507,292.00 (6,119,633.00)

Add : Balance Brought Forward from previous Year (28,187,315.00) (22,067,682.00)

Profit / (Loss) Available for Appropriation (26,680,023.00) (28,187,315.00) Appropriations :

Transfer to Special Reserve 0.00 0.00

Balance of Profit / (Loss) Carried over to Balance Sheet (26,680,023.00) (28,187,315.00)

EPS Basic & Diluted (Rs) 0.30 (1.22)

Weighted Average No. of shares 50,00,000 50,00,000

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual Listing Fees for the Financial year 2010-2011 has been paid to both the Stock Exchanges.

DIRECTORS

Shri Subhash Chand Nahar, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Shri Sanjay Shand, Director of the company, retired by rotation at the Annual General Meeting of the company held on 16.09.2009

AUDITORS:

M/s. Sureshkumar & Co., Chartered Accountants, Statutory Auditors of the Company retired at the conclusion of the Annual General Meeting of the Company held on 16.09.2009 and were not willing to be reappointed. M/s. N.R. Krishnamoorthy & Co. Chartered Accountants were appointed as the Statutory Auditors of the Company to fill the casual vacancy so caused. A written certificate pursuant to section 224(1 B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the appointment of the new Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company is complying with the Code of Corporate Governance, which has been introduced by the Securities and Exchange Board of India (SEBI). Please find a comprehensive Report on Corporate Governance duly annexed herewith.

All Board Members and Senior Management Personnel have duly complied with the Code of Conduct established by the Company for the year 2009-10.

A brief resume of each of the directors who are to be re-appointed at this AGM and the names of the Companies in which, they hold directorships are mentioned elsewhere in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is a financial services company. Therefore, its operations do not account for substantial energy consumptions. Accordingly, the information required under section 217 (1)(e)of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported as Nil.

However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry

Foreign exchange earnings and outgo:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE

Information required on Balance Sheet Abstract and the Companys General Business Profile under Part IV of Schedule VI of Companies Act 1956 inserted by notification No. GSR 388 (E), dated 15.5.1995 is given in Annexure I of this Report.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foresee -able accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare :-

1. that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures;

2. that directors have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

3. that Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4 that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The company is making consistent efforts for appointment of Whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/- Chennai Ravikant Choudhry

Dated : September 2, 2010 (Chairman)