Directors Report of Joindre Capital Services Ltd.

Mar 31, 2025

The Board of Directors is pleased to present herewith the
Thirtieth Board''s Report of your Company together with the
Audited Financial Statements for the financial year ended
31st March, 2025.

1. FINANCIAL RESULTS

Particulars	Year Ended	Year Ended
31st	March, 2025	31st March, 2024
Gross Total Income	4,847.53	4,151.00
Expenditure	3,346.17	3,039.56
(excluding Finance Cost & Dep.) Finance Cost	96.93	41.96
Gross Profit / (Loss)	1,404.43	1,069.48
Depreciation	66.51	56.23
Profit / (Loss) Before Tax	1,337.92	1,013.25
Tax Expenses: Current	345.00	262.00
MAT Credit Entitlement	-	-
Deferred	(6.79)	(3.00)
Provision for Earlier Year		-
Profit / (Loss) after Tax	996.31	49.13
Other Comprehensive Income	0.37	184.38
Total Comprehensive Income for the year 996.68		233.51
Balance B/f from Last Year	5,811.01	5,750.15
Appropriations: Final Dividend Paid	276.73	172.95
Tax on Equity Dividend	-	-
Balance carried forward to the Balance Sheet	6,530.96	5,811.01

2. OVER VIEW OF FINANCIAL PERFORMANCE

During the year under review, the Company achieved
significant growth in its financial performance.

The Company continues to hold Trading-cum-Clearing
Membership with BSE Limited in the Cash and
Derivatives Segments and with National Stock Exchange
of India Limited (NSE) in the Cash, Derivatives, and
Currency Derivatives Segments. It offers a broad range
of capital market services through its network of branches,
Authorised Persons and Remisiers.

The Company also acts as a Depository Participant with
Central Depository Services (India) Limited (CDSL),
providing depository services to its clients.

The Total Income for the year stood at '' 4,847.53 Lakhs
as compared to '' 4,151.00 Lakhs in the previous year.
The Profit before Tax (PBT) was '' 1,337.92 Lakhs against
'' 1,013.25 Lakhs in the previous year. The Profit after
Tax (PAT) amounted to '' 996.31 Lakhs as compared to
'' 49.13 Lakhs in the previous year.

The Total Comprehensive Income for the year stood at
'' 996.68 Lakhs against '' 233.51 Lakhs in the previous
year.

3. PORTFOLIO MANAGER SERVICES

The Company has been offering Portfolio Manager
Services (PmS) to its Clients.

4. DIVIDEND

During the year under review, the Board of Director of
the Company, at its meeting held on May 30, 2025 have
recommendeda dividend of Rs. 2(20%) per Equity Share
of Rs. 10/- each for the financial year 2024-25 subject to
the approval of the Members at the ensuing Annual
General Meeting ("AGM"). The dividend would be paid
to all the shareholders, whose names appear in the
Register of Members/Beneficial Holders list on the Book
Closure date. This Dividend is subject to approval of the
Members at the forthcoming 30th Annual General
Meeting. As per the prevailing provisions of the Income
Tax Act, 1961, the dividend, if declared, will be taxable in
the hands of the shareholders at the applicable rates.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March,
2025was Rs. 1383.65 Lakhs. During the year under
review, the Company has not issued any shares with
differential voting rights nor granted stock options nor
sweat equity. As on 31st March 2025, the Directors of
the Company hold the Equity Shares of the Company as

follows-

Name of the Director	Designation	Number of Shares	% of Total Capital
Mr. Anil Mutha	Chairman	1771000	12.80
Mr. Dinesh Khandelwal	Whole Time Director	771600	5.58
Mr. ParasBathia	Whole Time Director	1266850	9.16
Mr. SubhashAgarwal*	Whole Time Director	565450	4.09
Mrs. Jeha Sanjay Shah	Independent Director	Nil	NA
Ms. Pooja Bajaj	Independent Director	Nil	NA
Mr. Shirish Shetye	Independent Director	Nil	NA
Mr. Rakesh Sharma	Independent Director	Nil	NA

*resigned effective close of business hours on 31stMay, 2025.

6. FINANCE

Cash and cash equivalent as at 31st March, 2025 was
'' 9,706.72 Lakhs. The Company continues to focus on
judicious management of its Working Capital.
Receivables and other Working Capital parameters were
kept under strict check through continuous monitoring.

7. LISTING FEES

The Company has paid the requisite Annual Listing
Fees to Bombay Stock Exchange Limited (Scrip Code-
531861), where its securities are listed.

8. 8.1 DEPOSITS

Your Company has not accepted any fixed deposits
from the public and, as such, there were no
outstanding deposits or unpaid/unclaimed interest
as on the Balance Sheet date within the meaning of
Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules,
201 4.

However, during the year under review, the Company
had received certain amounts which are categorized
as exempted deposits under the Companies
(Acceptance of Deposits) Rules, 2014. These
included borrowings from banking companies and
inter-corporate loans from group companies for
business purposes. As on 31st March, 2025, there
were no outstanding amounts from such borrowings,
as all such loans were fully repaid during the financial
year. The requisite return in respect of such exempted
borrowings has been duly filed with the Ministry of
Corporate Affairs in Form DPT-3.

In order to augment financial resources for, inter
alia, working capital requirements and general
corporate purposes, the Board of Directors has
proposed a resolution for seeking members''
approval to accept deposits from its members, within
the limits prescribed under Section 73(2) of the
Companies Act, 2013, up to 25% of the aggregate
of paid-up share capital and free reserves of the
Company. A circular in the form of advertisement
(Form DPT-1) is being filed with the Ministry of
Corporate Affairs in compliance with the applicable
provisions.

8.2 PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans given, guarantees provided,
and investments made, as required under the
provisions of Section 186 of the Companies Act,
2013, are disclosed in the notes forming part of the
Financial Statements.

8.3 TRANSFER TO RESERVES

The Board does not propose to transfer any amount
to General Reserve or any other Reserves.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is committed to making a positive impact
on society and the environment. Its CSR objectives are
centered around promoting social welfare, sustainable
development, and addressing key societal challenges.
The Company focuses on community development,
education and skill enhancement, healthcare and
wellness, and employee welfare. Through initiatives such
as providing educational opportunities, collaborating with
healthcare institutions, and fostering employee
engagement, the Company aims to create a lasting
positive change. By allocating resources effectively and
engaging its employees and communities, the Company
strives to be a responsible corporate citizen and
contribute to the well-being of society.

In accordance with Section 135 of the Companies Act,
2013 and the applicable rules, companies meeting the
prescribed criteria are required to spend at least 2% of
the average net profits of the three immediately preceding
financial years towards CSR activities.

During the financial year 2024-25, the Company has
spent '' 14.78 Lakhs towards the CSR activities. Details
about the CSR Policy of the Company are available on
the website of the Company at www.joindre.com.

The report on CSR activities, pursuant to Rule 9 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, is appended as "Annexure I" to this Report.

10. BUSINESS RISK MANAGEMENT

The primary business activity of the Company is retail
stock broking, carried out through its network of branches,
Authorised Persons, and Remisiers. The Company''s
Compliance Department ensures that robust policies
are in place covering areas such as client registration,
client-level risk management, dealings in penny stocks,
exposure limits, brokerage rates, and suspension or
closure of client accounts. These policies are designed
to comply with the Rules and Regulations of the Stock
Exchanges and regulatory bodies, thereby minimizing
business risks and avoiding penal actions from regulatory
authorities.

The Company has implemented adequate measures to
safeguard the interests of its clients. The T rading Terminal
provided to clients offers real-time online access to
essential data, including ledger balances, stock positions,
and funds positions. The Company ensures that all
clients'' funds and securities are transferred strictly to their
designated bank and demat accounts. All client-related
receipts and payments are processed through account
payee cheques or other permitted banking channels - no
cash transactions are permitted under any circumstances.

Your Company''s risk management framework comprises
prudential norms, timely reporting, and stringent internal
controls to ensure operational efficiency and mitigate
risks. Given that technology forms an integral part of the
Company''s business operations, the Company has taken
robust measures to manage technology-related risks.
These include the use of advanced firewalls to protect
its IT infrastructure from hacking, data leaks, and security
breaches, as well as multiple internet bandwidth options
and redundant internet connectivity to minimize the risk
of service interruptions.

Risks Management Committee: Although your
Company is not mandated to constitute a Risk
Management Committee under Regulation 21 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors regularly
discusses the key risks facing the business and the
mitigation strategies. The Board periodically reviews the
Company''s risk management policies, internal control
systems, and operational framework to ensure that risks
are identified and mitigated effectively.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has established an internal financial control
system that is commensurate with the nature, size, and
scale of its business operations. These controls are
designed to ensure the orderly and efficient conduct of
business, including adherence to the Company''s policies,
safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of
accounting records, and timely preparation of reliable
financial information.

The Company regularly monitors and evaluates the
effectiveness and adequacy of its internal financial control
systems, ensuring compliance with operating procedures,
accounting standards, and applicable laws and
regulations. The effectiveness of these controls is reviewed
through periodic internal audits conducted by an
independent firm of Chartered Accountants. Additionally,
the Statutory Auditors also evaluate the internal financial
controls as part of their audit process.

Based on the audit findings, corrective actions are initiated
as needed to strengthen the financial controls further.
Significant audit observations and the corrective actions
taken thereon are periodically reviewed by the Audit
Committee and the Board of Directors to ensure effective
governance.

In addition, the Company has a dedicated Compliance
Department to monitor and ensure adherence to various
statutory and regulatory requirements.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has implemented a Vigil Mechanism
through a Whistle Blower Policy to enable employees to
report concerns regarding unethical behaviour, actual or
suspected fraud, or violation of the Company''s Code of
Conduct or ethics policy. This mechanism provides
adequate safeguards against victimization of employees
who report such concerns.

The details of the Whistle Blower Policy and the
functioning of the Vigil Mechanism are provided in the
Corporate Governance Report forming part of this Annual
Report.

13. SUBSIDIARY COMPANY

The Company has one wholly Owned Subsidiary
Company, M/s. Joindre Commodities Ltd (JCL).The
salient features of financial statement of the Subsidiary,
pursuant to the first proviso to sub-section 3 of section
129 of the Companies Act, 2013, read with rule 5 of the
Companies (Accounts) Rule 2014,in the Form AOC-1 is
given below: (R_s i_n iakh_s)

Sr.No	Particulars	Joindre Commodities Ltd
1	Reporting Period	April 2024 to March 2025
2	Reporting Currency	Rupees
3	Country	India
4	Exchange Rate	NA.
5	Share Capital	75.00
6	Reserves and Surplus	40.04
7	Total Assets	115.29
8	Total Liabilities	115.29
9	Investment other than Investment in subsidiary	Nil
10	Turnover	0.33
11	Profit before taxation	(0.17)
12	Provision for Taxation	0.05
13	Profit after taxation	(0.12)
14	Proposed Dividend	Nil

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Paras Kesharmal Bathia (DIN: 00056197)and Mr.
Anil Devichand Mutha (DIN: 00051924), Whole Time
Directors of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible, offer
themselves for re-appointment.

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications,
experience and expertise in the fields of finance, people
management, strategy, auditing, tax advisory services
and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted
requisite steps towards the inclusion of the names of all
Independent Directors in the data bank maintained with
the Indian Institute of Corporate Affairs, Manesar (''IICA'').
Accordingly, the Independent Directors of the Company
have registered themselves with the IICA for the said
purpose. In terms of Section 150 of the Act read with
Rule 6 (4) of the Companies (Appointment & Qualification
of Directors) Rules, 2014, certain Independent Directors
are required to undertake online proficiency self¬
assessment test conducted by the IICA within a period
of one (1) year from the date of inclusion of their names
in the data bank. Those Independent Directors who
have to undertake online proficiency self-assessment
test will appear for the same.

During the financial year 2024-25, there were no changes
in the composition of the Board of Directors until the end
of the fiscal year.

Upon the cessation of Mr. Veepin S. Thokal and Mr. Ravi
S. Jain as Non-Executive Independent Directors upon
completion of their tenure on 31st March, 2024, the
Nomination and Remuneration Committee recommended
the appointment of Mr. Shirish Suryakant Shetye (DIN:
00148086) and Mr. Rakesh Radhakishan Sharma (DIN:
07622167) as Additional Directors (Non-Executive,
Independent) for a term of five consecutive years starting
from 1st April, 2024, subject to the approval of the
Members. These appointments were subsequently
ratified by the Members through a postal ballot, with the
results declared on June 11, 2024.Additionally, Mr.
Subhash Agarwal (DIN: 00022127), Whole-Time Director,
resigned from the Board with effect from the close of
business hours on 31st May, 2025. The Board places on
record its appreciation for the valuable contributions
made by him during his tenure.

14.1 PERFORMANCE EVALUATION OFBOARD
ANDITS'' COMMITTESS

In compliance with the provisions of the Companies
Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the
Board has conducted an annual performance
evaluation. This evaluation encompassed an
assessment of the Board''s overall performance,
individual directors, and the functioning of the Audit
Committee and the Nomination and Remuneration
Committee. The methodology employed for
conducting the evaluation has been elaborated upon
in detail in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a

policy for selection and appointment of Directors,
Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate
Governance Report.

14.3 MEETINGS

A calendar of meetings is prepared and circulated
in advance to all Directors to ensure effective
participation and planning.

During the year under review, a total of five Board
Meetings and four Audit Committee Meetings were
convened and successfully conducted. The details
of the Board Meetings and various Committee
Meetings are provided in the Corporate Governance
Report forming part of this Annual Report.

It is noteworthy that the intervals between the
meetings complied with the stipulated timeframes
prescribed under the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, thereby ensuring
regulatory compliance and facilitating efficient
decision-making.

14.4 FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company ensures that its Directors are regularly
updated on the activities of the Company, its
business environment, the industry at large, and
the regulatory landscape. The familiarisation
programme also covers various aspects of the
capital markets and emerging issues impacting the
sector. Details of the familiarisation programmes
for Independent Directors are provided in the
Corporate Governance Report and are also
available on the Company''s website under the
"Investor Relations" section.

14.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all
the Independent Directors confirming that they meet
the criteria of Independence as prescribed both
under Companies Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

14.6 KEY MANAGERIAL PERSONNEL

The following persons have been designated as
Key Managerial Personnel (KMP) of the Company
pursuant to the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013, read with
Rule 8 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014:

Sr.No	Name	Designation
1	Mr. Anil Mutha	Chairman / Whole-Time Director
2	Mr. Dinesh Khandelwal	Whole-Time Director
3	Mr. Paras Bathia	Whole-Time Director
4	Mr. Subhash Agarwal1	Whole-Time Director
5	Mr. Pramod Surana	Chief Financial Officer
6	Mrs. Sweta Jain	Company Secretary

Company have attained the age of 75 years as on the date of
this Report.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013, and to the
best of their knowledge and belief and according to the
information and explanations obtained, your Directors
hereby state that:

a) that in the preparation of the annual financial
statements for the year ended 31st March, 2025,
the applicable Accounting Standards have been
followed along with proper explanation relating to
material departures, if any;

b) that such accounting policies have been selected
and applied consistently and judgment and
estimates have been made that are reasonable
and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31st March,
2025and of the profit of the Company for the year
ended on that date;

c) that proper and sufficient care has been taken 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;

d) that the annual financial statements have been
prepared on a going concern basis;

e) that proper internal financial controls were in place
and that the financial controls were adequate and
were operating effectively.

f) that systems to ensure compliance with the
provisions of all applicable laws were in place and
were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions entered into by the Company
during the financial year were on an arm''s length basis
and in the ordinary course of business. In terms of the
applicable provisions of the Companies Act, 2013, there
were no materially significant related party transactions
entered into by the Company with its Promoters,
Directors, Key Managerial Personnel, or their relatives,
or with its subsidiaries or other related parties, that could
have had a potential conflict with the interests of the
Company at large, except as disclosed in the Financial
Statements.Accordingly, the disclosure of related party
transactions in Form AOC-2 under Section 134(3)(h) of
the Companies Act, 2013 is not applicable to the
Company for the year under review.

All related party transactions were placed before the
Audit Committee and the Board for their approval. Prior
omnibus approval of the Audit Committee was obtained
for transactions that are of a repetitive nature and are in
the ordinary course of business and at arm''s length. The
transactions entered into pursuant to such omnibus
approvals are reviewed by the Audit Committee on a
quarterly basis, along with a detailed statement of all

related party transactions.During the year, the Policy on
Related Party Transactions was reviewed and revised
by the Board to align with amendments to applicable
laws and regulations. The updated Policy on Related
Party Transactions is available on the Company''s website
at www.ioindre.com.

17. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE
COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(3)(l) of the
Companies Act, 2013, the Board of Directors hereby
states that, except as disclosed elsewhere in this Report,
there have been no material changes and commitments
affecting the financial position of the Company that have
occurred between the end of the financial year and the
date of this Report.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION & PROTECTION FUND

Pursuant to the provisions of Section 124 and Section
125 of the Companies Act, 2013, read with the Investor
Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016, dividends that remain
unclaimed or unpaid for a consecutive period of seven
years from the date of transfer to the Unpaid Dividend
Account are required to be transferred to the Investor
Education and Protection Fund ("IEPF"). Accordingly,
during the year under review, the unclaimed/unpaid
dividend declared by the Company for the financial year
2017-18 became due for transfer to the IEPF in
compliance with the aforesaid provisions.

19. TRANSFER OF EQUITY SHARES IN RESPECT OF
UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(6) of the
Companies Act, 2013, read with the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, and the notifications
issued by the Ministry of Corporate Affairs from time to
time, the Company is required to transfer the equity
shares in respect of which dividends have remained
unpaid or unclaimed for a period of seven consecutive
years or more to the IEPF. Accordingly, during the year
under review, the Company is required to transfer the
equity shares related to the unclaimed/unpaid dividend
declared for the financial year 2017-18 to the IEPF in
compliance with the aforesaid provisions.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

During the year under review, there were no significant
or material orders passed by the Regulators, Courts, or
Tribunals that would impact the going concern status of
the Company or its future operations.

21. AUDITORS

21.1 STATUTORY AUDITORS

The Members of the Company, at the 29th Annual
General Meeting held in 2024, had approved the
appointment of M/s. Banshi Jain & Associates,
Chartered Accountants (Firm Registration No.

100990W), as the Statutory Auditors of the Company
for a term of five consecutive years, to hold office
from the conclusion of the said AGM till the
conclusion of the 34th Annual General Meeting to
be held in the year 2029.

M/s. Banshi Jain & Associates have confirmed that
they continue to satisfy the criteria prescribed under
Sections 139, 141, and other applicable provisions
of the Companies Act, 2013, read with the
Companies (Audit and Auditors) Rules, 2014. They
have also furnished a certificate confirming their
independence and eligibility to act as Statutory
Auditors of the Company and confirmed that they
have not undertaken any prohibited non-audit
services.

The Audit Committee periodically reviews the
independence of the Statutory Auditors and the
effectiveness of the audit process.

The notes to the financial statements referred to in
the Auditors'' Report are self-explanatory and do
not call for any further comments. The Auditors''
Report for the financial year 2024-25 does not
contain any qualification, reservation, or adverse
remark.

21.2 SECRETARIAL AUDIT

In compliance with Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the
Companies Act, 2013, the Board of Directors, at its
meeting held on 30th June, 2025, has approved
the appointment of M/s. P. C. Shah & Co.,
Practising Company Secretaries, a peer-reviewed
firm, for a term of five consecutive financial years
commencing from FY 2025-26 till FY 2029-30,
subject to the approval of the Members at the
ensuing Annual General Meeting.

The Secretarial Audit for the financial year 2024-25
was carried out by M/s. P. C. Shah & Co. (formerly
known as M/s. P. P. Shah & Co.), Practising
Company Secretaries, and the Secretarial Audit
Report in Form MR-3 for the financial year ended
31st March, 2025, is annexed to this Report as
Annexure II. The Secretarial Audit Report does not
contain any qualification, reservation, or adverse
remark.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors of the Company
have reported any instances of fraud committed against
the Company by its officers or employees under Section
143(12) of the Companies Act, 2013, which would require
disclosure in this Report.

23. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI), as

prescribed under Section 118(10) of the Companies Act,
2013.

24. CORPORATE GOVERNANCE

The Board of Directors reaffirms its continued
commitment to maintaining the highest standards of
corporate governance. During the year under review,
the Company has complied with the applicable provisions
relating to corporate governance as prescribed under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The compliance report on Corporate Governance, along
with a certificate from the Company''s Secretarial Auditors,
M/s. P. C. Shah & Co. (formerly known as M/s. P. P. Shah
& Co.), Practising Company Secretaries, confirming
compliance with the provisions of corporate governance,
forms part of this Annual Report.

25. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The Company has been taking all the possible measures
to conserve the energy and use and adopt best
technology available in the market.

I. Energy Conservation:

The Company has undertaken the following
initiatives to conserve energy:

• Replacement of old computers and office
equipment with energy-efficient devices as
and when required.

• Switching off lights and other electrical
equipment when not in use.

• Minimizing the use of air conditioners and
encouraging optimal temperature settings.

II. Technology Absorption:

The Company has a dedicated in-house IT
Department that closely monitors technological
advancements and strives to adopt the same for
its day-to-day operations. The Company provides
user-friendly trading terminals and platforms to its
clients and has implemented advanced systems
including Wide Area Networking (WAN), hybrid
leased lines, and risk management software to
enhance operational effectiveness and service
delivery.

III. Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings or outgo
during the financial year under review.

26. ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the
Companies Act, 2013, the Annual Return of the Company
for the financial year ended 31st March, 2025, in the
prescribed format, will be filed with the Ministry of
Corporate Affairs and is also available on the Company''s
website at: https://www.joindre.com/

27. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, relating to the
remuneration and other details of Directors and Key
Managerial Personnel, is annexed to this Report as
Annexure "B".

Further, the Company has no employees who were in
receipt of remuneration exceeding the limits prescribed
under Rule 5(2) of the said Rules, i.e., '' 60,00,000 per
annum or '' 5,00,000 per month during the year under
review. Hence, the disclosures under Rule 5(2) are not
applicable.

28. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the
Company for the financial year ended 31st March, 2025,
have been prepared in compliance with the applicable
provisions of the Companies Act, 2013, including the
Indian Accounting Standards (Ind AS) specified under
Section 133 of the Act, read with the relevant rules
issued thereunder. The Consolidated Financial
Statements, together with the Auditors'' Report thereon,
form part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013,
a statement containing the salient features of the
financial statements of the subsidiary company, in the
prescribed Form AOC-1, is provided under Point 13 of
the Board''s Report, which forms part of this Annual
Report. The financial statements of the subsidiary
company are also available on the Company''s website
at www.joindre.com under the "Investor Relations"
section.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

In accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the certificate from Mr. Anil Mutha, Mr. Dinesh
Khandelwal, Mr. Paras Bathia, and Mr. Subhash Agarwal,
Whole-Time Directors, and Mr. Pramod Surana, Chief
Financial Officer, for the financial year 2024-25, was
placed before the Board of Directors at its meeting held
on May 30, 2025.

The said certificate is annexed and forms part of this
Annual Report.

30. CERTIFICATION FROM COMPANY SECRETARY IN
PRACTICE

Mr. Punit Shah of M/s. P. C. Shah & Co. (formerly known
as M/s. P. P. Shah & Co.), Practising Company
Secretaries, has issued a certificate as required under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, confirming that none
of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities
and Exchange Board of India (SEBI), Ministry of
Corporate Affairs, or any other statutory authority. The
said certificate is annexed and forms part of this Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Viral Thakkar of M/s. Viral Thakkar & Co., Practicing Company Secretaries, has issued the Annual Secretarial
Compliance Report for the financial year ended 31st March, 2025, pursuant to Regulation 24A of the SEBI (LODR)
Regulations, 2015, which covers a broad check on compliance with the applicable SEBI Regulations and circulars/guidelines
issued thereunder on an annual basis. The Report has been filed with BSE Limited. The said Report does not contain any
qualification or adverse remarks, except as mentioned in the Form MR-3, which is annexed to this Report as "Annexure II",
and the observation stated below:

The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

Sr. No.	Particulars		Comments
1.	During the financial year 2024-25, the statutory auditor has resigned without issuing the audit report for the quarter and financial year ended 31st March, 2024, on account of lapse in peer review. Pursuant to Paragraph 6.1 of Section V-D of Chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities, if the auditor has signed the limited review/audit report for the first three quarters of a financial year, then the auditor shall, before such resignation, issue the limited review/audit report for the last quarter of such financial year as well as the audit report for such financial year.		The resignation of statutory auditor was on account of lapse in peer review, which is not attributable to the listed entity. There were no concerns raised by the auditors regarding the management of the Company, such as non¬ availability of information or lack of cooperation. In this regard, the listed entity has complied with Para 6.2 of Section V-D of Chapter V of the Master Circular. The Company promptly appointed M/s. Banshi Jain & Associates, Chartered Accountants, as statutory auditors to fill the casual vacancy and obtained approval from the shareholders via postal ballot. The Company also informed BSE Limited about the change in auditors and the consequent delay in submission of the audited financial results for the quarter and financial year ended 31st March, 2024.
2.	Delay in submission of audited financial results for the quarter and financial year ended 31st March, 2024. The results were submitted to BSE Limited on 17th June, 2024, i.e., with a delay of 18 days. Fine of '' 90,000 18% GST was imposed by BSE Limited.		The delay occurred due to resignation of the previous statutory auditors on account of lapse in peer review as explained above. The Company appointed new statutory auditors and completed all necessary formalities, including conducting the postal ballot. The delay was communicated to BSE Limited in advance. The Company has paid the fine to BSE Limited on 16th July, 2024.
Sr. No.	Observations of the Practicing Company Secretary in the previous- reports	Observations made in the secretarial compliance report for the year ended 31st March, 2024		Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
1.	The Board of the Company comprised of 5 Executive Directors and 5 Non-Executive Directors. Mr. Ramavtar Badaya, an Independent Director resigned w.e.f. 5th September, 2019. The Company had appointed Ms. Jeha Shah as an Independent Director w.e.f. 5th September, 2019. Accordingly, post 5th September, 2019 as well, the Company continued to maintain 5 Executive Directors and 5 Non Executive Independent Directors. The Company has complied with Regulation 17 (1) of SEBI (LODR) Regulations, 2015.	As per BSE Limited, on 5th September, 2019, the Board comprised of 11 Directors and half of the Board did not comprise of non- executive Directors. Fine of Rs. 4,60,000 18% GST for the quarter ended 30th September, 2019.		The Company has requested BSE Limited to waive the fine; matter is pending with BSE Limited.	Matter is still pending with BSE Limited.
2.	The presence of 1 Executive Director on the composition of NRC is not in accordance with Regulation 19 (1) (b) of SEBI (LODR) Regulations, 2015.	The composition of Nomination and Remuneration Committee (NRC) comprises of 4 Directors out of which 3 are Independent Directors and 1 is an Executive Director. The NRC must comprise of at least 3 Directors; All Directors must be non¬ executive directors and at least fifty percent (two thirds - w.e.f. 1st Jan, 2022) shall comprise of Independent Directors. The NRC of listed entity comprises of 4 Directors with 3 Directors being Independent Directors and 1 Director being Executive Director. Fine of Rs. 1,84,000 18% GST for the quarter ended 30th September, 2019.		The Company has requested BSE Limited to waive the fine; matter is pending with BSE Limited.	Matter is still pending with BSE Limited.

Management''s Response:

In respect of the above observations pertaining to FY 2019¬
20, the Company had filed detailed replies with BSE
Limited requesting waiver of fines, clarifying the facts and
compliance with the SEBI (LODR) Regulations, 2015, in
substance. The matters remain pending with BSE Limited.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors'' Report and the
Management Discussion & Analysis describing the
Company''s objectives, expectations, projections, or
forecasts may be forward-looking within the meaning
of applicable securities laws and regulations. Actual
results may differ materially from those expressed or
implied in such statements. Important factors that
could affect the Company''s operations include, among
others, changes in the global and domestic economic
conditions, government regulations, tax laws, market
sentiment, and other incidental factors beyond the
Company''s control.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2025, your Company
and its subsidiaries have paid a consolidated sum of
Rs. 11,50,000/- to the Statutory Auditor and all its
entities.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company
under the Insolvency and Bankruptcy Code, 2016.

35. ONE TIME SETTLEMENT WITH BANKS

The Company has not made one-time settlement with
the banks or financial institutions.

36. INDUSTRY STRUCTURE AND DEVELOPMENTS

The primary business activity of the Company is retail
stock broking, carried out through its network of
branches and Authorised Persons. The Company''s
internet-based trading platform continues to gain
popularity and is widely used by its clients. In addition
to trading services, the Company provides Research
Reports and financial updates to its individual clients
to support their investment decisions. The Company
also offers Depository Services to its clients as part of
its comprehensive suite of capital market services.

37. SEGMENT - WISE OR PRODUCT - WISE
PERFORMANCE

The Company has been rendering Capital Market
Services and hence there is no separate segment
reporting.

38. HUMAN RESOURCES

Your company has been able to employ and retain
qualified professionals by offering the challenging
work environment and compensation. The Company
provides in house training to its employees. There
were 77 employees as at 31st March, 2025.

39. FORWARD LOOKING STATEMENT

The Statements made in this report describe the
Company''s objectives and projections that may be

forward looking statements which are based on certain
assumptions and expectations of future events. The
Company''s actual results, may differ materially from
those projected in any such forward looking statements
depending on economic conditions, government policies
and decisions which are beyond the control of the
Company.

40. SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

As requiredunder the provisions ofSexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has formed a
Committee and also adopted policy on prevention and
redressal of grievance relating to sexual harassment
of women at work place. There were nil complaints
pending/received on sexual harassment during the
year under review.

41. GREEN INITIATIVES

In line with the "Green Initiative" of the Ministry of
Corporate Affairs (MCA) and SEBI, electronic copies
of the Annual Report for FY 2024-25 and the Notice
of the 30th Annual General Meeting are being sent to
all members whose email addresses are registered
with the Company or their Depository Participant(s).

Earlier, physical copies of the Annual Report were
dispatched to shareholders who had not registered
their email addresses, as per Section 101 of the
Companies Act, 2013. However, in accordance with
SEBI Circular No. SEBI/HO/DDHS/P/CIR/2023/0164
dated October 13, 2023 and MCA Circular dated
October 6, 2023, the relaxation from dispatching
physical copies of Annual Reports and AGM Notices
has been extended till September 30, 2025. Members
who have not registered their email addresses may
download the Annual Report from the Company''s
website at www.joindre.com or from the website of
BSE Limited at www.bseindia.com.

Further, in compliance with Section 108 of the Companies
Act, 2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014 (as amended), the
Company also provides e-voting facilities to enable
members to vote electronically on the resolutions set
forth in the Notice of the AGM.

42. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation
to all its Shareholders, Customers, Bankers, Stock
Exchange Authorities and Employees for the co¬
operation and contributions made by them at all levels.

By Order of the Board

Anil Mutha Subhash Agarwal

(Chairman) (Whole Time Director)

Place : Mumbai

Date : May 30, 2025

Registered Office:

9/15 Bansilal Building, Office No. 29-32,

3rd Floor, Homi Modi Street,

Fort, Mumbai - 400023

1

Resigned with effect from the close of business hours on
31st May, 2025.

Further, it is confirmed that none of the Directors of the

---

Mar 31, 2024

The Board of Directors is pleased to present herewith the Twenty-Ninth Board''s Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Year Ended	Year Ended
31st	March, 2024	31st March, 2023
Gross Total Income	4151.00	2897.31
Expenditure	3039.56	2380.16
Finance Cost	41.96	43.07
Gross Profit (Loss)	1069.48	474.08
Depreciation	56.23	47.21
Profit/(Loss) Before Tax Tax Expenses:	1013.25	426.87
Current	262.00	113.25
MAT credit entitlement		-
Deferred	-3.00	4.47
Provision for Earlier Year		-
Profit (Loss) for the Tax	49.13	308.24
Other Comprehensive Income	184.38	59.37
Total Comprehensive Income for the year 233.51		367.61
Balance B/f from Last Year Appropriations:	5750.15	5555.49
Final Dividend paid	(172.95)	(172.95)
Tax on Equity Dividend	-	-
Balance c/f to the Balance Sheet	5811.01	5750.15

2. OVER VIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSELtd in their Cash and Derivative segment and National Stock Exchange of India Ltd in their Cash, Derivative, and Currency Derivative segment and providing Capital Market services through the network of branches and authorised persons and remisiers.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

Total Income for the yearis Rs. 4151.00 lakhs as compared to Rs. 2897.31 lakhs last year. Total profit before tax for the year was Rs.1013.25 lakhs asagainst Rs. 426.87 lakhs last year, the profit after tax was Rs. 49.13 lakhs as against Rs. 308.24 lakhs last year and the total comprehensive Income for the year was Rs. 233.51 asagainst Rs.367.61 last year.

3. PORTFOLIO MANAGER SERVICES

The Company has been offering Portfolio Manager Services (PmS) to its Clients.

4. DIVIDEND

During the year under review, the Board of Director of the Company, at its meeting held on June 17, 2024 have recommendeda dividend of Rs. 2 (20%) per Equity Share

of Rs. 10/- each for the financial year 2023-24 subject to the approval of the Members at the ensuing Annual General Meeting ("AGM"). The dividend would be paid to all the shareholders, whose names appear in the Register of Members/Beneficial Holders list on the Book Closure date. This Dividend is subject to approval of the Members at the forthcoming 29th Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2024 was Rs. 1383.65 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March 2024, the Directors of the Company hold the Equity Shares of the Company as follows:

Name of the Director	Designation	Number of Shares	% of Total Capital
Mr. Anil Mutha	Chairman	1771000	12.80
Mr. Dinesh Khandelwal	Whole Time Director	771600	5.58
Mr. ParasBathia	Whole Time Director	1266850	9.16
Mr. SubhashAgarwal	Whole Time Director	565450	4.09
Mrs. Jeha Sanjay Shah	Independent Director	Nil	NA
Mr. Ravi Jain*	Independent Director	Nil	NA
Mr. VeepinThokal*	Independent Director	1000	0.01
Ms. Pooja Bajaj	Independent Director	Nil	NA
Mr. Shirish Shetye**	Independent Director	Nil	NA
Mr. Rakesh Sharma**	Independent Director	Nil	NA

*resigned effective close of business hours on 31st March, 2024. **appointed with effect from 01st April, 2024.

6. FINANCE

Cash and cash equivalent as at 31st March, 2024 was Rs. 10838.12 lakhs. The Company continues to focus on judicious management of its Working Capital. Receivables and other Working Capital parameters were kept under strict check through continuous monitoring.

7. LISTING FEES

The Company has paid the requisite Annual Listing Fees to Bombay Stock Exchange Limited (Scrip Code: 531861), where its securities are listed.

8. 8.1 DEPOSITS

Your Company has not accepted any fixed deposits; and as such, no amount of principal or interest was outstanding as of its balance sheet date falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has an outstanding exempt deposit as on 31st March, 2024 which has been filed with the MCA in the Form DPT 3.

In order to augment resources for, inter-alia, shortterm working capital and for general corporate purposes, the Company may accept deposits from

members upto 25% of its paid up share capital and free reserves. The resolution has accordingly been proposed for the approval of the members pursuant to Section 73 (2) of the Companies Act, 2013. All the Directors of the Company may be deemed to be interested in the resolution to the extent of their shareholdings in the Company. Form DPT-1 for circular in the form of advertisement inviting deposit is being filed with MCA.

8.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8.3 TRANSFER TO RESERVES

The Board does not propose to transfer any amount to General Reserve or any other Reserves.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is committed to making a positive impact on society and the environment. CSR objectives are centered around promoting social welfare, sustainable development, and addressing key societal challenges. The Company focuses on community development, education and skill enhancement, healthcare and wellness, and employee welfare. Through initiatives such as providing educational opportunities, collaborating with healthcare institutions, and fostering employee engagement, it aims to create a lasting positive change. By allocating resources effectively and engaging its employees and communities, the Company strives to be a responsible corporate citizen and contribute to the well-being of society.

The amended rules concerning the applicability of Corporate Social Responsibility (CSR) provisions under Section 135(1) of the Companies Act, 2013, emphasize the yearly assessment of the threshold. For the financial year (FY) 2022-23, the company did not meet the specified thresholds (net worth of I NR 500 crore or more, turnover of INR 1000 crore or more, or net profit of INR 5 crore or more). As a result, the CSR provisions will not apply to the company for FY 2023-24, and hence no CSR activities or expenditures are planned for this year.

10. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network of branches and, authorised persons. The Compliance Department ensures that various existing policies regarding registration of clients, risks relating to client level, dealing in penny stocks, exposure limit, brokerage rates, suspending/ closure of client''s account etc. are in place in compliance with the Exchange Rules and Regulations so that business risk is minimised and there are no penal action by the Regulatory Authorities. The Company has taken adequate measures to secure interest of the clients. The Trader Terminal provided to the client, offer on line real time data such as ledger balance of stock and funds

position etc. Company transfers clients'' funds and securities to their designated bank and demat account and all receipt and payment from/to clients are through account payee cheque only and no cash payment/ acceptance is permitted. Your Company''s risk management system comprises of prudential norms, timely reporting and stringent controls. The various policies of the company, internal control systems ensures operational efficiency and mitigate risk. Technology is an integral part of the Company''s business operations and hence to mitigate the risk to technology failure, your company has taken up steps like use of sophisticated firewalls to protect the IT infrastructure from hacking/ data leakage and security breaches, multiple options for internet bandwidth and internet connectivity. The Client level risk in broking operations is managed through system.

Risks Management Committee: Though under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is not mandatory for the Company to constitute Risks Management Committee; however, in the Board meeting there is a formal discussion on identifying risk to the business and how to mitigate the same. The Board periodically reviews the Company''s financial and risk management policies, systems and framework and ensures that risk is minimised.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the nature of business, size, and scale of its operations. The Company monitors and evaluates the efficacy and adequacy of internalfinancial control system, its compliance with operating systems, accounting procedures and other policies of the Company. Based on the report of Statutory Auditors as well as periodic internal audit function carried out by a firm of Chartered Accountant, corrective action in the respective areasis taken thereby strengthening the financial controls.The significant audit observations and corrective actions thereon are presented to the Audit Committeeand the Board periodically. Also there is a full-fledged Compliance Department toensure statutory compliances.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report.

13. SUBSIDIARY COMPANY

The Company has one wholly Owned Subsidiary Company, M/s. Joindre Commodities Ltd (JCL).The salient features of financial statement of the Subsidiary, pursuant to the first proviso to sub-section 3 of section 129 of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rule 2014, in the Form AOC-1 is given below:

Sr.No	Particulars	Joindre Commodities Ltd
1	Reporting Period	April 2023 to March 2024
2	Reporting Currency	Rupees
3	Country	India
4	Exchange Rate	NA.
5	Share Capital	75.00
6	Reserves and Surplus	40.16
7	Total Assets	115.41
8	Total Liabilities	115.41
9	Investment other than Investment in subsidiary	Nil
10	Turnover	0.29
11	Profit before taxation	(0.22)
12	Provision for Taxation	0.06
13	Profit after taxation	(0.16)
14	Proposed Dividend	Nil

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Subhash Jagdishprasad Agarwal (DIN: 00022127) and Mr. Dinesh Jankilal Khandelwal (DIN: 00052077), Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax advisory services and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (''IICA''). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, certain Independent Directors are required to undertake online proficiency selfassessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. Those Independent Directors who have to undertake online proficiency self-assessment test will appear for the same.

During the fiscal year 2023-24, the company''s board of directors remained unchanged. However, Mr. Veepin S. Thokal and Mr. Ravi S. Jain completed their second terms and ceased to be Non-Executive Independent Directors effective the close of business on March 31, 2024. Consequently, the Nomination and Remuneration Committee recommended the appointment of Mr. Shirish Suryakant Shetye (DIN: 00148086) and Mr. Rakesh Radhakishan Sharma (DIN: 07622167) as Additional Directors (Non-Executive, Independent) for a term of five consecutive years starting April 1, 2024, subject to member approval. These appointments were subsequently ratified in a postal ballot, with results announced on June 11, 2024.

14.1 PERFORMANCE EVALUATION OFBOARD ANDITS'' COMMITTESS

In compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has conducted an annual performance evaluation. This evaluation encompassed an assessment of the Board''s overall performance, individual directors, and the functioning of the Audit Committee and the Nomination and Remuneration Committee. The methodology employed for conducting the evaluation has been elaborated upon in detail in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

14.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

Throughout the year, a total of five Board Meetings and four Audit Committee Meetings were convened and successfully conducted. The details of Board Meetings and various Committee Meetings are given in the Corporate Governance Report. It is noteworthy that the intervals between the Meetings complied with the stipulated timeframe prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, thereby ensuring compliance with relevant regulations and facilitating efficient decision-making processes.

14.4 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company, its management and provides overall capital market perspective and the issues faced by the market. The details of familiarization programmeis explained in the Corporate Governance Report and are also available on the Company''s website under the head Investor Relations.

14.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed both under Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14.6 KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed thereunder:

1. Mr. Anil Mutha - Chairman/Whole-time Director

2. Mr. Dinesh Khandelwal - Whole-time Director

3. Mr. Paras Bathia - Whole-time Director

4. Mr. Subhash Agarwal - Whole-time Director

5. Mr. Pramod Surana - Chief Financial Officer

6. Mrs. Sweta Jain - Company Secretary

None of the Directors have attained the age of 75 years.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered with your Company, during the financial year were on arm''s length basis and were in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel and its wholly owned subsidiary companies, or other designated persons, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements. Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

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 on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at

arms'' length and 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. The policy on Related Party Transactions was revised during the year in view of amendments in applicable rules. The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Company''s website at www.joindre.com.

17. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

Dividends which remain unclaimed/unpaid for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Accordingly during the year under review, Unclaimed/Unpaid Dividend declared by the Company during the financial year 2016-17 is required to be transferred to IEPF, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016,.

19. TRANSFER OF EQUITY SHARES IN RESPECT OF UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the CompaniesAct read with Investor Education & Protection Fund Authority (Accounting, Audit, T ransfer and Refund) Rules, 2016 and the Notifications issued by the Ministry of CorporateAffairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/unclaimed for a period of seven (7) consecutive years or more to the IEPF. Accordingly during the year under review, shares in respect of Unclaimed/Unpaid Dividend declared by the Company during the financial year 2016-17 are required to be transferred to IEPF.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

21. AUDITORS

21.1 STATUTORY AUDITORS

The members of the Company at the 24th Annual General Meeting had appointed M/s S. Rakhecha& Company, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years till the conclusion of 29th Annual General Meeting to be held in the year 2024. However, on 7th May, 2024, M/s S. Rakhecha & Company tendered their resignation as the statutory

auditors of the Company due to the lapse of their Peer Review Certificate and cited no other reason for their resignation.

Subsequently on recommendation of Audit Committee, the Board approved the appointment of M/s. Banshi Jain & Associates, Chartered Accountants (FRN: 100990W) as on 10th May, 2024 to fill the casual vacancy caused by the resignation of the previous auditors. A postal ballot was conducted to obtain members'' approval for their appointmentwith effect from June 11, 2024 (result of Postal Ballot) and to hold office till this annual general meeting of the Company. The Board of Directors of the Company on recommendation of the Audit Committee at its meeting held on June 17, 2024, has approved the proposal to reappoint M/s. Banshi Jain & Associates as the Statutory Auditors of the Company for five consecutive years, subject to the approval of shareholders in this Annual General Meeting of the Company. M/s. Banshi Jain & Associates have consented to the said reappointment and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be re-appointed as statutory auditors in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014The Auditors, have under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, furnished a certificate of their eligibility and have confirmed their willingness and eligibility to act as statutory auditor of the Company for financial year 2023-24.

The statutory auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the statutory auditors and the effectiveness of the audit process.

The notes on the financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservations or adverse remark.

21.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P. C. Shah & Co. (Formerly M/s. P. P. Shah & Co.), Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in the prescribed Form MR 3 is annexed to this report as "Annexure I". The Secretarial Audit Report does not contain any qualification or adverse remarks.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

23. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

24. CORPORATE GOVERNANCE

The Board of Directors affirms their continued commitment to good corporate governance practices. During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Company''s Secretarial Auditors, M/s P. C. Shah & Co. (Formerly M/s. P. P. Shah & Co.), Practicing Company Secretaries confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and use and adopt best technology available in the market.

I) Energy Conservation:

In order to conserve the energy the Company has taken the following steps:

a) Replacement of old computers and office equipments with power savings devices as and when required.

b) Switching of lights when not required.

c) Minimizing usage of Air conditioners

II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technological advancement and try and adopt the same for day to day operations. The Company offers user friendly trading terminals and trading platforms to its clients. The Company has in place Wide Area Networking, high breed lease lines, Risk Management software etc.

III) There is no Foreign Exchange earnings and outgo during the year

26. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Companies Act, 2013, in the prescribed format which will be filed with MCA is available on the Company''s website at https://www.joindre.com/

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure " B"

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to the Company as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m.

28. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Annual Financial Statements of your Company for the financial year 2023-24 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors'' Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiary company in the

prescribed Form AOC - 1 are provided at Point 13 of the Boards Report which forms part of the Annual Report. The Financial Statements are also available on the website of the company at www.joindre.com under investor''s relations section.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

The Certificate from Mr. Anil Mutha, Mr. Dinesh Khandelwal, Mr. Paras Bathia, Mr. Subhash Agarwal, Whole-Time Director and Mr. Pramod Surana, CFO pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on June 17, 2024. The certificate is attached and forms part of this Report.

30. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Punit Shah of M/s. P C. Shah & Co.(Formerly M/s. P. P. Shah & Co.), Practicing Company Secretaries, have issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached and forms part of this Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Punit Shah of M/s. P C. Shah & Co. (Formerly M/s. P P Shah & Co.), Practicing Company Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended 31st March, 2024 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 which covers a broad check on compliance with the applicable SEBI Regulations and circulars/guidelines issued thereunder on an annual basis. The Report has been filed with BSE Limited. The said report does not contain any qualification or adverse remarks, except as mentioned in the form MR-3 which is annexed to this report as "Annexure I" and observations made in the previous year report.

The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

Sr. No.	Particulars	Comments
1.	During the financial year 2023 - 24, the statutory auditor has resigned without issuing the audit report for the quarter and financial year ended 31st March, 2024 on account of lapse in peer review. Pursuant to Paragraph 6.1 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities, if the auditor has signed the limited review/ audit report for the first three quarters of a financial year, then the auditor shall, before such resignation, issue the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year. In view of above M/s. S. Rakhecha & Co., Chartered Accountants and statutory auditor of the Company had issued limited review report for the first three quarters of the financial year 2023 - 24. Thereafter, the statutory auditor resigned w.e.f. 7th May, 2024 on account of lapse in peer review. They resigned without issuing the audit report for quarter and financial year ended 31st March, 2024 on account of lapse of peer review. Hence, there is non-compliance of para 6.1 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities.	The resignation of statutory auditor is on account of lapse in peer review which is not the fault of the listed entity. There are no concerns by the auditor with the management of the listed entity such as non-availability of information / non-cooperation by the management which may hamper the audit process. In this regard, the listed entity is compliant with Para 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities. The listed entity had swiftly appointed M/s. Banshi Jain & Associates, Chartered Accountants as statutory auditors to fill in the casual vacancy caused on account of resignation of M/s. S. Rakhecha & Co., Chartered Accountants. The listed entity had also issued the Notice of Postal Ballot seeking approval of the members for appointment of M/s. Banshi Jain & Associates., Chartered Accountants as its statutory auditors. The listed entity has intimated to BSE Limited that on account of change in auditors there will be delay in submission of financial results for the quarter and financial year ended 31st March, 2024 with BSE Limited.

Sr. No.	Observations of the Practicing Company Secretary in the previous- reports	Observations made in the secretarial compliance report for the year ended 31 st March, 2023	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
1.	The listed entity has paid the fine imposed by BSE Limited.	The 27th AGM of the listed entity was scheduled to be held on 10th September, 2022. The annual report together with the notice of AGM was posted to the shareholders by email on 16th August, 2022. The same was filed with BSE Limited on 18th August, 2022. There was a delay of 2 days in filing the annual report with BSE Limited. Fine of Rs. 4,000 18% GST imposed by BSE Limited.	The listed entity has paid the fine to BSE Limited on 7th November, 2022.	Nil; The matter is closed
2.	The composition of Board was not in accordance with Regulation 17 (1) of SEBI (LODR) Regulations, 2015 w.e.f. 15th August, 2022 till 21st October, 2022 (67 days). The Board comprised of 5 Executive Directors (Promoters) and 4 Independent Directors. The Board was short of 1 Independent Director. The listed entity has paid the fine imposed by BSE Limited.	Ms. Sonali Chaudhary, resigned as an Independent Director of the Company w.e.f. 16th May, 2022. The Company was required to appoint a new Independent Director in place of Ms. Sonali Chaudhary within 3 months w.e.f. 16th May, 2022 i.e. 15th August, 2022. The Company has appointed Ms. Pooja Bajaj as an Independent Director w.e.f. 22nd October, 2022. There was a delay of 67 days. (46 days in September quarter and 21 days in December quarter). Fine of Rs. 2,30,000 18% GST for the quarter ended 30th September, 2022 was imposed by BSE Limited.	The listed entity has paid the fine to BSE Limited on 2nd December, 2022	Nil; The matter is closed
3.	Same as above	Same as above Fine imposed for the delay in appointment of Director for the quarter ended 31st December, 2022 by 21 days Fine of Rs. 1,05,000 18% GST for the quarter ended 31st December, 2022.	The listed entity has paid the fine to BSE Limited on 4th March, 2023.	Nil; The matter is closed
4.	The Company has paid the fine to BSE Limited.	The statement on half yearly related party transactions as on 31st March, 2022 was filed with BSE on 4th July, 2022. The audited annual financial results for the financial year ended 31st March, 2022 was approved by the Board on 30th May, 2022. Accordingly, the said half yearly statement on related party transactions should have been filed within 15 days from 30th May, 2022 i.e. 14th June, 2022. However, the same was filed on 4th July, 2022 i.e. on a delay of 20 days. BSE has imposed a fine of Rs. 1,00,000 18% GST, on the listed entity.	The Company has paid the fine to BSE Limited on 29th July, 2022.	Nil; The matter is closed
5.	Noncompliance with the requirements pertaining to the composition of the Board including failure to appoint woman director.	Fine of Rs. 5,42,800 (Including 18% GST) for the quarter ended 30th September, 2019.	Refer Note 1 below	The Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.
6.	Noncompliance with the constitution of Nomination and Remuneration Committee	Fine of Rs. 2,17,120 (Including 18% GST) quarter ended 30th September, 2019.	Refer Note 2 below	BSE Limited has rejected the request for waiver and imposed the fine of Rs. 2,17,120 (Including 18% GST) for the quarter ended 30th September, 2019. Refer Note 2 below.

Managements'' response:

In respect of the Corporate Governance Report for the quarter ended 30-09-2019 filed with BSE Ltd, the Company had received a notice from BSE Ltd stating non-compliance pertaining to certain provision of the SEBI (LODR) Regulations, 2015for which the Company has made the following submission:

Note 1: The Company has replied to the BSE that at any point of time, the Board of the Company consisted of 5 Whole Time Directors and 5 Non-Executive Directors (including one Woman Director), totaling 10 Directors which is optimum combination of Executive and NonExecutive Directors in terms of Regulation 17 (1) of SEBI (LODR) Regulations, 2015.Accordingly, the Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.

Note 2: The Company has replied to the BSE that as per the requirement of regulation 19 (1) (a), the Nomination and Remuneration Committee shall comprise of at least three Directors. As per Regulation 19 (1) (c), at least fifty percent of the Directors shall be independent directors. Further, as per Regulation 19 (2), the Chairman of the Committee is Non Executive Independent Director.

In the instant case, out of the total four members, three members were Non-Executive Independent Directors and one member was anExecutive Director. Further, the Chairman of the Committee was Non-Executive Independent Director. The Regulation do not prohibit the appointment Executive Directors as its member (in view of Regulation 19 (2), which provides that chairperson of the listed entity whether executive or non-executive may be appointed as a member of the Committee and shall not chair the Committee). In our case, one member who wasan Executive Director, had never chaired any Nomination and Remuneration Committee.

Accordingly, the Company had requested BSE Limited to waive the fine. In this regard, BSE vide their email dated 28-09-2020 has informed that the Company''s representation for waiver of fine was placed before the "Committee for Reviewing Representations for Waiver of Fines levied under Standard Operating Procedure (SOP)". After considering the facts of the case, the written submissions made by the Company, the Committee decided that the request for waiver of fines could not be acceded to as the reason cited by the Company does not amount to impossibility of performance by the Company and accordingly does not fall under the carve out jointly formulated by BSE and NSE and noted by SEBI.

The Company feels that the facts relating to the issues involved have not been properly represented by the Exchange Officials before the Committee, which has resulted in declining the waiver request of the Company. Under the circumstances, the Company has requested the Exchange Officials vide email dated 12-10-2020 for

granting an opportunity of personal hearing before the Committee. However, the matter could not progress further due to lockdown on account of Covid-19 and the same is pending with BSE.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global economy, government regulations, tax laws, economic developments within the Country and market sentiment.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2024, your Company and its subsidiaries have paid a consolidated sum of Rs. 7,75,000/-to the Statutory Auditor and all its entities.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

35. ONE TIME SETTLEMENT WITH BANKS

The Company has not made one-time settlement with the banks or financial institutions.

36. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail broking through network of branches and authorized persons. The internet based trading facilities offered by the company is popular and widely used by the clients and viewers. The Company offers ResearchReport andfinancial updates toIndividual Clients.The Company is also rendering Depository Services to its clients.

37. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company has been rendering Capital Market Services and hence there is no separate segment reporting.

38. HUMAN RESOURCES

Your company has been able to employ and retain qualified professionals by offering the challenging work environment and compensation. The Company provides in house training to its employees. There were 79 employees as at 31st March, 2024.

39. FORWARD LOOKING STATEMENT

The Statements made in this report describe the

Company''s objectives and projections that may be forward looking statements which are based on certain assumptions and expectations of future events. The Company''s actual results, may differ materially from those projected in any such forward looking statements depending on economic conditions, government policies and decisions which are beyond the control of the Company.

40. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As requiredunder the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed a Committee and also adopted policy on prevention and redressal of grievance relating to sexual harassment of women at work place. There were nil complaints pending/received on sexual harassment during the year under review.

41. GREEN INITIATIVES

Electronic copies of the Annual Report 2023-24 and Notice of the 29th Annual General Meeting are sent to all members whose email addresses are registered with your Company/Depository Participant(s).

In the past, for members who have not registered their email addresses, physical copies of the Annual Report were being sent under Section 101 of the Companies Act, 2013 in the permitted mode. However, pursuant to Circular SEBI/HO/DDHS/P/CIR/2023/ 0164 issued by the Securities and Exchange Board of India ("SEBI") (collectively referred to as "SEBI Circulars"),MCA vide Circular dated October 06, 2023 has, inter-alia, now extended the relaxations from dispatching of physical copies of financial

statements due in the year 2024 (i.e. till September 30, 2024). Accordingly, Members who have not registered their email address with the Company or the Depository Participant(s) are requested to download the copy of the Annual Report from the website of the Company i.e. www.joindre.comor from the website of BSE limited i.e. www.bseindia.com.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

42. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the cooperation and contributions made by them at all levels.

By Order of the Board

Anil Mutha Subhash Agarwal

(Chairman) (Whole Time Director)

Place : Mumbai

Date : June 17, 2024

Registered Office:

9/15 Bansilal Building, Office No. 29-32,

3rd Floor, Homi Modi Street,

Fort, Mumbai - 400023

---

Mar 31, 2018

DIRECTORS'' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members,

The Board of Directors are pleased to present herewith the Twenty-third Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March, 2018. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

(Rs, In Lakhs)

Particulars	Year Ended	Year Ended
	31st March, 2018 31st	March, 2017
Gross Total Income	3200.26	2858.07
Expenditure	2446.95	2008.15
Finance Cost	40.31	43.62
Gross Profit ( Loss )	713.00	806.30
Depreciation	8.72	12.57
Profit / (Loss) Before Tax	704.28	793.73
Tax Expenses
Current	137.25	257.00
MAT credit entitlement	-28.95	-
Deferred	0.34	-1.82
Provision for Earlier Year	-	-0.09
Net Profit (Loss) after Tax	595.64	538.64
Balance B/f from last Year	3654.41	3240.67
Appropriations:
Proposed Dividend 1	-	103.77
Tax on Equity Dividend *	-	21.13
Balance c/f to the Balance Sheet 4250.05		3654.41

2. OVERVIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd and National Stock Exchange of India Ltd in their Cash and Derivative segment and Trading Member of Metropolitan Stock Exchange Ltd in Currency Derivatives and providing Capital Market services through the network of branches and sub brokers/authorized persons.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

Total Income for the year increased to Rs 3200.26 lakhs as compared to Rs. 2858.07 lakhs last year. Total profit before tax for the year 704.28 lakhs as against Rs. 793.73 lakhs last year and the net profit after tax was Rs. 595.64 lakhs as against Rs.538.64 lakhs last year.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & Derivatives Exchange Limited and Multi Commodity Exchange of India Ltd.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.75 per Equity Share of Rs. 10/- each (previous year Rs. 0.75 ). The total outgo for the current year amounts to Rs.124.90 lakhs including dividend distribution tax of Rs. 21.13 lakhs (previous year Rs. 124.90 lakhs including dividend distribution tax of Rs. 21.13 lakhs)

Pending approval of the shareholders for proposed dividend for the year 2017-18, the same is not recognized in financial statements of the current financial year. In this connection please refer to note No. 24-(b) on financial statements for the year ended 31^st March 2018.

4. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs has notified Indian Accounting Standards (Ind-AS) vide its notification dated 16^th February, 2015. Further, the Ministry of Corporate Affairs has amended the Companies (Indian Accounting Standards) Rule, 2015 vide its Notification No. G.S.R. 365 (E) dated 30^th March, 2016. As per the said notification, the Companies (Indian Accounting Standards) (Amendment) Rule, 2016 has defined the NBFC Company. As per the said definition, the Stock Broker / Sub-broker companies are included in the definition of NBFC Company. As per Rule 4 (iv) (b) of the said rules, the Ind-AS will be applicable to your Company w.e.f. 01^st April, 2019.

5. GOODS AND SERVICE TAX (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Your Company has successfully implemented and migrated to GST with effect from 01^st July, 2017.

6. PORTFOLIO MANAGER SERVICES

The Company proposes to start Portfolio Manager Services (PMS) and has made the necessary application for registration as Portfolio Manager to the Securities and Exchange Board of India and the necessary approval is awaited.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March,

2018 was Rs. 1383.64 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31^st March, 2018, the Directors of the Company hold the Equity Shares of the Company as follows:

Name of the Director		Number of Shares	% of Total Capital
Mr. Anil Mutha	Whole Time Director	1771000	12.80
Mr. Dinesh Khandelwal	Whole Time Director	771600	5.58
Mr. Paras Bathia	Whole Time Director	1266850	9.16
Mr. Subhash Agarwal	Whole Time Director	565450	4.09
Mr. Sunil Jain	Whole Time Director	470160	3.40
Mr. Haresh Mehta	Independent Director	Nil	NA
Mr. Ramavtar Badaya	Independent Director	Nil	NA
Mr. Ravi Jain	Independent Director	Nil	NA
Mrs. Sonali Chaudhary	Independent Director	Nil	NA
Mr. Veepin Thokal	Independent Director	1000	0.00

8. FINANCE

Cash and cash equivalent as at 31^st March, 2018 was Rs. 4662.68 lakhs. The Company continues to focus on judicious management of its Working Capital. Receivables, Inventories and other Working Capital parameters were kept under strict check through continuous monitoring.

8.1 DEPOSITS

The Company has not accepted deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8.3 TRANSFER TO RESERVES

The Board do not propose to transfer any amount to General Reserve or any other Reserves.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

10. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network of branches and sub brokers, authorized persons. The Compliance Department ensures that various existing policies regarding registration of clients, risks relating to client level, dealing in penny stocks, exposure limit, brokerage rates, suspending/ closure of client''s account etc. are in place in compliance with the Exchange Rules and Regulations so that business risk is minimized and there are no penal action by the Regulatory Authorities. The Company has taken adequate measures to secure interest of the clients. The Trader Terminal provided to the client, offer on line real time data such as ledger balance of stock and funds position etc. Company transfers clients'' funds and securities to their designated bank and demat account and all receipt and payment from/to clients are through account payee cheque only and no cash payment/acceptance is permitted. Your Company''s risk management system comprises of prudential norms, timely reporting and stringent controls. The various policies of the company, internal control systems ensures operational efficiency and mitigate risk. Technology is an integral part of the Company''s business operations and hence to mitigate the risk to technology failure, your company has taken up steps like use of sophisticated firewalls to protect the IT infrastructure from hacking/data leakage and security breaches, multiple options for internet bandwidth and internet connectivity. The Client level risk in broking operations is managed through system.

Risks Management Committee: Though under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is not mandatory for the Company to constitute Risks Management Committee, however, the Company has formed the Risks Management Committee. In the board meeting there is a formal discussion on identifying risk to the business and how to mitigate the same. The Board periodically reviews the company''s financial and risk management policies, systems and framework and ensures that risk is minimized.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the nature of business, size, scale of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and other policies of the Company. Based on the report of Statutory Auditors as well as periodic internal audit function carried out by a firm of Chartered Accountant, corrective action in the respective areas is taken thereby strengthen the controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board periodically. Also there is a full-fledged Compliance Department to ensure statutory compliances.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report.

13. SUBSIDIARY COMPANY

The Company has one Wholly Owned Subsidiary Company, M/s. Joindre Commodities Ltd (JCL). The salient features of financial statement of the Subsidiary, pursuant to the first proviso to sub-section 3 of section 129 read with rule 5 of the Companies (Accounts) Rule 2014, in the Form AOC-1 is given below:

(Rs in Lakhs)

Sr.No	Particulars	Joindre Commodities Ltd
1	Reporting Period	April 2017 to March 2018
2	Reporting Currency	Rupees
3	Country	India
4	Exchange Rate	NA.
5	Share Capital	75.00
6	Reserves and Surplus	49.23
7	Total Assets	137.81
8	Total Liabilities	137.81
9	Investment other than Investment in subsidiary	0
10	Turnover	8.97
11	Profit before taxation	0.16
12	Provision for Taxation	0.05
13	Profit after taxation	0.11
14	Proposed Dividend	Nil

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Paras Bathia (DIN No. 00056197) and Mr. Sunil Jain (DIN No. 00025926), Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

14.1 PERFORMANCE EVALUATION OF BOARD AND ITS'' COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

14.2REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

14.3MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of Board Meetings and various Committee Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14.4 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company keeps its Directors informed of the activities of the Company, its management and provides overall capital market perspective and the issues faced by the market. The details of familiarization programme is explained in the Corporate Governance Report and are also available on the Company''s website under the head Investor Relations

15. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding ten per cent of annual consolidated turnover as per the last audited financial statements were entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

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 on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at arms'' length and 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. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The policy ensures that proper reporting, approval and disclosure process are in place for all transactions between the Company and the related parties.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

18. AUDITORS

18.1 STATUTORY AUDITORS

M/s. Jigna Sheth & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 9^th September 2017 for a term of five consecutive years, subject to ratification of appointment by members at every Annual General Meeting. In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the reappointment of the Statutory Auditors at every Annual General Meeting. Hence the item of ratification of re-appointment of Statutory Auditor is not required to be considered at the ensuing Annual General Meeting. In view of the same M/s. Jigna Sheth & Associates, Chartered Accountants will continue to act as Statutory Auditors of your Company for the financial year 2018-19

The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservations or adverse remark.

18.2SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. P. Shah & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A". The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

19. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

20. CORPORATE GOVERNANCE

The Corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance of the same, forms an integral part of this Report.

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and use and adopt best technology available in the market.

I) Energy Conservation:

In order to conserve the energy the Company has taken the following steps:

a) replacement of old computers and office equipment’s with power savings devices as and when required.

b) Switching of lights when not required.

c) Minimizing usage of Air conditioners

II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technological advancement and try and adopt the same for day to day operations. The Company offers user friendly trading terminals and trading platforms to its clients. The Company has in place Wide Area Networking, high breed lease lines, use of Vsats in remote areas, Risk Management software etc..

III) There is no Foreign Exchange earnings and outgo during the year

22. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B”.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "C"

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to the Company as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m.

24. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

25. LISTING OF SHARES

The Company''s shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

26. CAUTIONARY STATEMENT

Statements in the Board of Directors Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global economy, government regulations, tax laws, economic developments within the country and market sentiment.

27. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail broking through network of branches, sub-broker and authorized persons. The internet based trading facilities offered by the company is popular and widely used by the clients and viewers. The Company offers Research Report and financial updates to Individual Clients. The Company is also rendering Depository Services to its clients.

28. OPPORTUNITIES AND THREATS

The expectation of normal monsoon, coupled with Government''s continued reforms will help the revival of the the economy and the Capital Market. However, due to high international oil prices and interest differentials may have an adverse impact on the inflow of capital.

29. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company has been rendering Capital Market Services and hence there is no separate segment reporting.

30. OUTLOOK

During the year under review, on account of the significant reforms launched by the Government like GST, Indian Bankruptcy Code and recapitalization packages, have led to the major revival of Indian Economy, thereby boosting the market sentiment and investors’ confidence.

However, in the last quarter of the year, on account of pressure on fiscal, current account deficit, rising crude oil prices and depreciation of rupee in terms of dollar, there was a setback. Further the rising interest rates, willful defaults and bank frauds, had severe impact on the business environment including the capital market during the period January-March 2018. The negative market sentiment had taken toll on mid cap and small cap stocks with the result more than 500 stocks have been corrected between 30% to 70% since their highs in January 2018.

During the current year, the expectation of normal monsoon coupled with Government''s continued reforms and budgetary support and general elections, we hope it will further help the revival of the economy and the Capital Market. This will in turn help the company in terms of volume and profitability.

31. HUMAN RESOURCES

Your company has been able to employ and retain qualified professionals by offering the challenging work environment and compensation. The Company provides in house training to its employees. There were 74 employees as at 31-3-2018.

32. FORWARD LOOKING STATEMENT

The Statements made in this report describe the Company''s objectives and projections that may be forward looking statements which are based on certain assumptions and expectations of future events. The Company''s actual results, may differ materially from those projected in any such forward looking statements depending on economic conditions, government policies and decisions which are beyond the control of the Company.

33. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed a Committee and also adopted policy on prevention and redressal of grievance relating to sexual harassment of women at work place. There were nil complaints pending/received on sexual harassment during the year under review.

34. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the cooperation and contributions made by them at all levels.

By Order of the Board

Anil Mehta Subhash Agarwal

(Whole Time Director) (Whole Time Director)

Place : Mumbai

Date : May 30, 2018

Registered Office:

32 Raja Bahadur Mansion,

Ground Floor,

Opp. Bank of Maharashtra,

Mumbai Samachar Marg,

Fort, Mumbai - 400 023.

---

Mar 31, 2015

The Board of Directors are pleased to present herewith the Twentieth Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

(Rs, In Lakhs)

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014

Gross Total Income 2578.66 1703.57

Expenditure 1948.14 1352.21

Finance Cost 64.08 45.32

Gross Profit ( Loss ) 566.44 306.04 Depreciation 22.86 24.40

Profit / (Loss) Before Tax 543.58 281.64 Provision for Taxation

Current 174.00 90.00

Deferred -4.64 -2.25

Provision for Earlier Year -1.02 -0.39

Net Profit (Loss) after Tax 375.24 194.28

Balance B/f from last Year 2900.90 2706.62 Appropriations:

Adjustment related to Fixed Assets 10.34 -

Proposed Dividend 103.77 -

Tax on Equity Dividend 21.13

Balance c/f to the Balance Sheet 3140.90 2900.90

2. REVIEW OF PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd and National Stock Exchange of India Ltd in their Cash and Derivative segment and Trading Member of MCX Stock Exchange Ltd in Currency Derivatives and providing Capital Market services through the network of branches and sub-brokers/ authorized persons.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

Total Income for the year increased by 51% to Rs. 2578.66 lakhs as compared to Rs.1703.57 lakhs last year. Total profit before tax for the year was higher by 93% to Rs.543.58 lakhs as against Rs. 281.64 lakhs last year and the net profit after tax was higher by 93% to Rs. 375.24 lakhs as against Rs. 194.28 last year.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & Derivatives Exchange Limited, Multi Commodity Exchange of India Ltd and National Spot Exchange Limited.

As regards the turnover fee liability of SEBI, please refer note no.28 (b) to Notes on Financial Statements forming parts of accounts, which is self explanatory.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.75/- per Equity Share of Rs. 10/- each (previous year Rs. Nil ). The total outgo for the current year amounts to Rs.124.90 lakhs including dividend distribution tax of Rs.21.13 lakhs (previous year Rs. Nil )

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 1383.64 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the Equity Shares of the Company as follows: Name of the Director Number of % of Total Shares Capital

Mr. Anil Mutha Whole Time Director 1771000 12.80

Mr. Dinesh Khandelwal Whole Time Director 771600 5.58

Mr. Paras Bathia Whole Time Director 1266850 9.16 Mr. Subhash Agarwal Whole Time Director 565450 4.09

Mr. Sunil Jain Whole Time Director 470160 3.40

Mr. Haresh Mehta Independent Director Nil NA

Mr. Ravi Jain Independent Director Nil NA

Mr. Shankar Khandelwal Independent Director Nil NA

Mrs. Sonali Chaudhary Independent Director Nil NA

Mr. Veepin Thokal Independent Director 1000 0.00

5. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs. 1997.66 lakhs. The Company continues to focus on judicious management of its Working Capital. Receivables, Inventories and other Working Capital parameters were kept under strict check through continuous monitoring.

5.1 DEPOSITS

The Company has not accepted deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

6. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

7. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network of branches and sub- brokers, authorized persons. The Compliance Department ensures that various existing policies regarding registration of clients, risks relating to Client level, dealing in penny stocks, exposure limit, brokerage rates, suspending/ closure of client's account etc. are in place in compliance with the Exchange Rules and Regulations so that business risk is minimized and there are no penal action by the Regulatory Authority. The Company has taken adequate measures to secure interest of the Clients. The Trader Terminal provided offer on line real time data such as ledger balance of stock and funds position etc. Company transfers Clients' funds and securities to their designated bank and demat account and all receipt and payment from/ to clients are through account payee cheque only and no cash payment/acceptance is permitted. Your Company's risk management system comprises of prudential norms, timely reporting and stringent controls. The various policies of the company, internal control systems ensures operational efficiency and mitigate risk. Technology is an integral part of the Company's business operations and hence to mitigate the risk to technology failure, your company has taken up steps like use of sophisticated firewalls to protect the IT infrastructure from hacking/data leakage and security breaches, multiple options for internet bandwidth and internet connectivity. The Client level risk in broking operations is managed through system.

The Company has not formed Risk Management Committee and considered it as optional item as prescribed under Clause 49 of Listing Agreement. In the board meeting there is a formal discussion on risk to the business and how to mitigate the same.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the nature of business, size, scale of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and other policies of the Company. Based on the report of Statutory Auditors as well as periodic internal audit function carried out by a firm of Chartered Accountant, corrective action in the respective areas is taken thereby strengthen the controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board periodically. Also there is a fully fledged Compliance Department headed by the qualified professional to ensure statutory compliances.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report.

10. SUBSIDIARY COMPANY

The Company has one Wholly Owned Subsidiary Company, M/s. Joindre Commodities Ltd (JCL). The salient features of financial statement of the Subsidiary, pursuant to the first proviso to sub-section 3 of section 129 read with rule 5 of the Companies (Accounts) Rule 2014, in the Form AOC-1 is given below:

(Rs in Lacs)

Sr. No Particulars Joindre Commodities Ltd

1 Reporting Period April 2014 to March 2015

2 Reporting Currency Rupees

3 Country India

4 Exchange Rate NA.

5 Share Capital 75.00

6 Reserves and Surplus 47.14

7 Total Assets 146.13

8 Total Liabilities 146.13

9 Investment other than Investment in subsidiary Nil

10 Turnover 11.47

11 Profit before taxation 4.09

12 Provision for Taxation 1.29

13 Profit after taxation 2.80

14 Proposed Dividend Nil

11. DIRECTORS/KEY MANAGERIAL PERSONS:

Mr. Dinesh Khandelwal (DIN No. 00052077) and Mr. Sunil Jain (DIN No. 00025926), Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors of the Company, on the recommendations of the Nomination and Remuneration Committee, at its meeting held on 29th May 2015, re- appointed Mr. Subhash Agarwal (DIN No. 00022127), Mr. Anil Mutha (DIN No. 00051924), Mr. Dinesh Khandelwal (DIN No. 00052077), Mr. Sunil Jain (DIN No. 00025926) and Mr. Paras Bathia (DIN No. 00056197) as Whole Time Directors of the Company for a period of 5 years from 15-09-2015 liable to retire by rotation , subject to the approval of the shareholders. The Board recommends their appointment to the shareholders.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) and clause 49 of the Listing Agreement.

Mrs. Kishori Pawde, Head Compliance, has been designated/appointed as Chief Financial Officer.

11.1 Performance evaluation of Board and its' Committees

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Five Board Meetings and four Audit Committee Meetings were convened and held. The details of Board Meetings and various Committee Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11.4 Familiarization Programme for Independent Director

The Company keeps its Directors informed of the activities of the Company, its management and provides overall capital market perspective and the issues faced by the market.

12. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding ten per cent of annual consolidated turnover as per the last audited financial statements were entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

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 on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at arms length and 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. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The policy ensures that proper reporting, approval and disclosure process are in place for all transactions between the Company and the related parties.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. As regards the turnover fee liability of SEBI, please refer note No.28(b) to Notes on Financial Statements forms parts of accounts, which is self explanatory.

15. AUDITORS

15.1 Statutory Auditors

The Company's Auditors, M/s Banshi Jain & Associates, Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company.

The notes on the financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservations or adverse remark.

15.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.P. P. Shah & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A"

16. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and use and adopt best technology available in the market.

I) Energy Consecration:

In order to conserve the energy the Company has taken the following steps:

a) replacement of old computers and office equipments with power savings devices as and when required.

b) Switching of lights when not required.

c) Minimizing usage of Air conditioners

II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technological advancement and try and adopt the same for day to day operations. The Company offers user friendly trading terminals and trading platforms to its clients. The Company has in place Wide Area Networking, high breed lease lines, use of Vsats in remote areas, Risk Management software.

III) There is no Foreign Exchange earnings and outgo durig the year

18. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure "B".

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "C"

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to the Company as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m.

20. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

21. LISTING OF SHARES

The Company's shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

22. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward- looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global economy, government regulations, tax laws, economic developments within the country and market sentiment.

23. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co- operation and contributions made by them at all levels.

By Order of the Board

Anil Mutha Subhash Agarwal

(Whole Time Director) (Whole Time Director)

Place : Mumbai Date : May 29, 2015

Registered Office:

32 Raja Bahadur Mansion, Ground Floor,

Opp. Bank of Maharashtra, Mumbai Samachar Marg,

Fort, Mumbai - 400 023.

---

Mar 31, 2014

The Members,

The Board of Directors are pleased to present herewith the Nineteenth Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rs.In Lakhs)

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Gross Total Income 1703.57 1739.00

Expenditure 1352.21 1485.58

Finance Cost 45.32 62.33

Gross Profit ( Loss ) 306.04 191.09

Depreciation 24.40 29.09

Profit / (Loss) Before Tax 281.64 162.00 Provision for Taxation

Current 90.00 53.25

Deferred -2.25 -0.95

Provision for Earlier Year -0.39 0

Net Profit (Loss) after Tax 194.28 109.70

Balance B/f from last Year 2706.62 2596.92

Balance c/f to the Balance Sheet 2900.90 2706.62

2. DIVIDEND

Your Directors do not recommend any dividend for the year under review in order to conserve the resources of the Company.

3. REVIEW OF PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd and National Stock Exchange of India Ltd in their Cash and Derivative segment and Trading Member of MCX Stock Exchange Ltd in Currency Derivatives and providing Capital Market services through the network of branches and sub-brokers/ authorised persons.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & '' Derivatives Exchange Limited, Multi Commodity Exchange of India Ltd and National Spot Exchange Limited.

During the year under review, the Gross Total Income of the Company decreased to Rs. 1703.57 Lakhs from Rs. 1739.00 Lakhs. The Net Profit after tax increased to Rs. 194.28 lakhs from Rs. 109.70 Lakhs.

As regards the turnover fee liability of SEBI, please refer note no. 28 (b) to Notes on Financial Statements forming parts of accounts, which is self explanatory.

4. DIRECTORS

Mr. Anil Mutha and Mr. Subhash Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Veepin Thokal, Mr. Shankar Khandelwal, Mr. Haresh Mehta, Mr. Ravi Jain, and Mrs. Sonali Chaudhary, were appointed as Directors of the Company, liable to retire by rotation , to act as Independent Directors under Clause 49 of the Listing Agreement with the Stock Exchange . The Securities Exchange Board of India (SEBI) has amended the Clause 49 of the Listing Agreement, stipulating the conditions for the appointment of Independent Directors. It is proposed to appoint Mr. Veepin Thokal, Mr. Shankar Khandelwal, Mr. Haresh Mehta, Mr. Ravi Jain, and Mrs. Sonali Chaudhary as Independent Directors under Section 149 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement. The Company has received a declaration from these directors certifying that they meet with the criteria of Independentness as Director under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

5. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of 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, your Directors wish to state that the same is not applicable to the Company.

6. FIXED DEPOSITS

The Company has not accepted any deposits from public.

7. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not given as no Employee of the Company is in receipt of remuneration of 7 60,00,000/- per annum or 7 5,00,000/- per month.

8. DIRECTORS RESPONSIBILITY STATEMENT

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

i. That in the preparation of the Annual Accounts for the year ended 31-3-2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. That appropriate accounting policies have been selected and applied consistently and judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31-3-2014 and of the profit or loss of the Company for the year ended on that date.

iii. That 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.

iv. That the Annual Accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Corporate Governance Report is separately given and forms part of this Report. The Auditors'' Certificate on Corporate Governance is also annexed to this report.

10. SUBSIDIARY COMPANY

As on 31st March, 2014, the Company has one Subsidiary Company namely M/s.Joindre Commodities Limited.

In accordance with the general circular No. 2/2011 dated 8-2-2011, issued by the Ministry of Corporate Affairs, Government of India, has granted a general exemption to the Companies from the requirement of attaching to its Annual Report, the Balance Sheet, Profit and Loss Account and the Report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to the Company Secretary at the Registered Office of the Company.

11. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the above referred circular and with the Accounting Standards AS-21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred subsidiary company and forms part of this Annual Report.

12. LISTING OF SHARES

The Company''s shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

13. AUDITORS AND AUDIT REPORT.

M/s. Banshi Jain & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under 141(3)(g) of the Companies Act, 2013. The Audit Committee and the Board of Directors recommend M/s. Banshi Jain & Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2014- 15 for the approval of shareholders.

Notes on financial accounts referred in the Auditors Report are self explanatory and do not call for any further comments.

14. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co- operation and contributions made by them at all levels.

By Order of the Board

Anil Mutha Subhash Agarwal

(Whole Time Director) (Whole Time Director)

Place : Mumbai Date : May 30, 2014

Registered Office:

32 Raja Bahadur Mansion, Ground Floor,

Opp. Bank of Maharashtra, Mumbai Samachar Marg,

Fort, Mumbai - 400 023.

---

Mar 31, 2013

To The Members,

The Board of Directors are pleased to present herewith the Eighteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31st March, 2013 31st March, 2012

Gross Total Income 1739.00 2008.62

Expenditure 1485.58 1624.61

Finance Cost 62.33 88.49

Gross Profit ( Loss ) 191.09 295.52

Depreciation 29.09 33.75

Profit / (Loss) Before Tax 162.00 261.77

Provision for Taxation

Current 53.25 90.0

Deferred -0.95 -4.77

Provision for Earlier Year 0 -0.15

Net Profit (Loss) after Tax 109.70 176.69

Balance B/f from last Year 2596.92 2420.23

Balance c/f to the Balance Sheet 2706.62 2596.92



2. DIVIDEND

Your Directors do not recommend any dividend for the year under review in order to conserve the resources of the Company.

3. REVIEW OF PERFORMANCE

During the year under review the Gross Total Income of the Company decreased to Rs. 1739.00 Lakhs from Rs. 2008.62 Lakhs and Net Profit after tax decreased to Rs. 109.70 lakhs from Rs. 176.69 Lakhs.

The Company has a Trading-cum-Clearing Membership of BSE Ltd and National Stock Exchange of India Ltd in their Cash and Derivative segment and MCX Stock Exchange Ltd in Currency Derivatives and providing capital market services through the network of branches and sub-brokers/authorised persons.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & Derivatives Exchange Limited, Multi Commodity Exchange of India Ltd and National Spot Exchange Limited.

As regards the turnover fee liability of SEBI, please refer note no. 28 (b) to Notes on Financial Statements forming parts of accounts, which is self explanatory.

4. DIRECTORS

Mr. Sunil Jain, Mr. Paras Bathia, and Mr.Veepin Thokal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Ranjit Baradia has resigned as Whole Time Director as well as Director of the Company w.e.f. 10-01-2013.

Mr. Mahendrakumar Jain has resigned as Director of the Company w.e.f. 06-03-2013. The Board recorded its appreciation for the valuable contribution made by them during their tenure as Directors.

5. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of 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, your Directors wish to state that the same is not applicable to the Company.

6. FIXED DEPOSITS

The Company has not accepted any deposits from public.

7. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not given as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.

8. DIRECTORS RESPONSIBILITY STATEMENT

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

i . That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii . That appropriate accounting policies have been selected and applied consistently and judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year.

iii. That 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.

iv. That the Annual Accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report is separately given in this Report. The Auditors'' Certificate on Corporate Governance is also annexed to this report.

10. SUBSIDIARY COMPANY

As on 31st March, 2013, the Company has following subsidiary:

i. Joindre Commodities Limited.

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Companies from the requirement of attaching to its Annual Report, the Balance Sheet, Profit and Loss Account and the Report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to the Company Secretary at the Registered Office of the Company.

11. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the above referred circular and with the Accounting Standards AS-21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred subsidiary company and forms part of this Annual Report.

12. LISTING OF SHARES

The Company''s shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

13. AUDITORS

M/s. Banshi Jain & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

14. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co- operation and contributions made by them at all levels.



By Order of the Board

Subhash Agarwal Sunil Jain

(Whole Time Director) (Whole Time Director)



Registered Office:

32 Raja Bahadur Mansion, Ground Floor,

Opp. Bank of Maharashtra,

Mumbai Samachar Marg,

Fort, Mumbai - 400 023.



Place : Mumbai

Date : May 30, 2013

---

Mar 31, 2010

The Board of Directors are pleased to present herewith the Fifteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March. 2010.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31st March, 31st March, 2010 2009

Gross Total Income 3424.80 2515.91

Expenditure 2733.10 2073.83

Interest 49.74 89.71

Gross Profitl/fLoss) 641.96 352.37

Depreciation 38.22 38.86

Profit/(Loss) before lax 603.74 313,51

Provision for Taxation

Current 211.00 112,32

Deferred (6.57) {1.65}

Provision for earlier year 0.02 0.28

Net Profit/ft (loss) after tax 399.29 202.56

Balance B/f from Last year 2042.95 1843.13

Transfer to General Reserve 0.00 7.74 Proposed Dividend and

Tax thereon 129.50 0.00 Balance C/l to the

Balance Sheet 2312.74 2042.95



2. DIVIDEND

Your Directors have recommended a dividend of Rs. 0.80 per share (Rs. Nil per share for the previous year) on the Equity Shares of the Company, aggregating to Rs. 1.29.50.375/-(including Dividend Tax)

3. REVIEW OF PERFORMANCE

During the year under review the Gross Total Income of the Company increased from Rs. 2515.91 Lakhs to Rs. 3424.80 Lakhs and Net Profit aftertax increased from Rs. 202,56 lakhs to Rs.399.29 Lakhs.

The Company has been providing capital market services through the network of branches and sub-brokers/ authorised persons as Member of Cash Segment of NSE & BSE and the Trading-cum-CIearing Member of Derivatives Segment of both the Exchanges The Company is also operating as a Depository Participant of Central Depository Services (I) Ltd.

Ms. Joindre Commodities Ltd. a subsidiary of the Company, is providing services for trading in commodity futures as a member of NCDEX & MCX. M/s. Joindre DMCC. Dubai, a subsidiary of the Company. was providing services for trading in commodity as a member of DGCX The operations of Joindre DMCC have been adversely affected due to prevailing market conditions and low tunover at DGCX and the permission is being sought for winding up/deregistration of the Company.

The Research Division of the Company has been providing value added services to our clients in capilal and commodities market.

As regards the turnover fee liability of SE6I, refer to note no. 9 to the notes forming parts of accounts, which is self explanatory.

4. DIRECTORS

Mr. Ranjit Baradia, Mr. Sunil Jain. Mr, Paras Bathia and Mr. Vipin Thokal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Nirmat Khetan. Mr Haresh Mehta and Mr. Ravi Sanl Jain have been appointed as Directors w.e.f. 12-06-2009. Mr. Pradip Jain has resigned as Director of the Company w.e.f. 12-06-2009. The Board records its appreciation for the valuable contribution made by him during his tenure as Director.

5. TERMINATION OF LICENCE AND DE-REGISTRATION OF JOINDRE DMCC. DUBAI,THE SUBSIDIARY OF THE COMPANY

The operations of Joindre DMCC. Dubai, were adversely affected due to prevailing market conditions and low turnover at DGCX. The income generated from the operations was insufficient to meet the basic cost of operation. In view of this the Joindre DMCC has sought the permission from Dubai Multi Commodities Centre Authority for termination of Licence and wmding-up/de-registering the Company

6. CONSERVATION OF ENERGY. TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217{1) (e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the Report of Beard of Directors) Rules, 1988. your Directors wish to state that the same Is not applicable to the Company.

7. F1XEDDEPOSITS

The Company has not accepted any deposits from public.

8. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules. 1975, as amended are not given as no Employee of the Company is in receipt of remuneration of Rs 24,00,000/- per annum or Rs. 2,00.000/-per month,

9. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act. 1956, the Directors state:

i That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii That appropriate accounting policies have been selected and applied consistently and judgment and eslimates made by them are reasonable and prurient so as to give a true and fair view of the slate of affairs of the Company a( the end of the financial year and of the profit or loss of the Company for the year

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

iv That the Annual Accounts have been prepared on a going concern basis

10. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Slock Exchanges, the Corporate Governance Report is separately given in this Report The Auditors Certificate on Corporate Governance is also annexed to this report.

11. SUBSIDIARY COMPANIES

The information including Annual Accounts. Directors Report and Auditors Report in respect of the subsidiaries viz. Joindre Commodities Limited and Joindre DMCC, Dubai as on 31st March 2010 are annexed as required u/s 2l2 of the Companies Act, 1956.

12. LISTING OF SHARES

The Companys shares are listed on Bombay Stock Exchange Ltd.. Mumbai and the Company has paid the Listing Fees for the same

13. AUDITORS

M/s. Banshi Jain & Associates. Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders. Customers. Bankers. Stock Exchange Authorities and Employees for the co-operation and centribuIrons made by them at all levels.

By Order of the Board

Subhash Agarwal Anil Mutha

Whole time Director Whole time Director

Place:Mumbai

Date : May 31,2010