Directors Report of Khandwala Securities Ltd.

Mar 31, 2024

Your Directors hereby present the Thirty First Annual Report on the business, operations and state of affairs of the Company together with the audited financial statements for the year ended 31^st March 2024.

FINANCIAL RESULTS

The summary of the Company''s financial performance for the financial year 2023-24 as compared to the previous financial year 2022-23 is given below:

(I) Standalone Financial Performance :

(Rs. in Lakhs)

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Total Income	870.09	648.63
Financial Cost	27.16	33.67
Depreciation and Amortization Expenses	31.34	29.50
Profit / (Loss) before Exceptional Items & Tax	16.40	49.77
Exceptional Items	-	-
Profit / (Loss) before Tax	16.40	49.77
Provision for Tax	(1.01)	5.35
Profit / (Loss) after Tax	17.41	44.42
Other Comprehensive Income	(0.18)	0.73
Total Comprehensive Income for the Year	17.23	45.15

(II) Consolidated Financial Performance :

(Rs. in Lakhs)

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Total Income	870.10	648.63
Financial Cost	27.16	33.67
Depreciation and Amortization Expenses	31.34	29.50
Profit / (Loss) before Exceptional Items & Tax	16.38	49.68
Exceptional Items	-	-
Profit / (Loss) before Tax	16.38	49.68
Provision for Tax	(1.01)	5.35
Profit / (Loss) after Tax	17.39	44.32
Other Comprehensive Income	(0.18)	0.73
Total Comprehensive Income for the Year	17.21	45.05

FINANCIAL PERFORMANCE Standalone

During the year under review, the standalone total income for the financial year was Rs. 870.09 lakhs as compared to Rs. 648.63 lakhs for the previous year. The total expenses incurred during the financial year was Rs. 853.70 lakhs as compared to Rs. 598.86 lakhs in the previous year. The Net Profit after tax was Rs. 17.41 lakhs in the financial year as compared to Rs. 44.42 lakhs in the previous year.

Consolidated

During the year under review, the consolidated total income for the financial year was Rs. 870.10 lakhs as compared to Rs. 648.63 lakhs for the previous year. The total expenses incurred during the financial year was Rs. 853.72 lakhs as compared to Rs. 598.96 lakhs in the previous year. The Net Profit after tax was Rs. 17.39 lakhs in the financial year as compared to Rs. 44.32 lakhs in the previous year.

DIVIDEND

During the year under review, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2024.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

The information on operational and financial performance of the Company is given in the Management Discussion & Analysis Report, forming part of this Annual Report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

SUBSIDIARIES AND JOINT VENTURES

Your company does not have any subsidiary company or joint venture.

ASSOCIATE COMPANIES

During the year ended March 31, 2024, your Company had one associate Company i.e. Trumonee Financial Limited, within the meaning of Section 2(6) of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company has been prepared in accordance with the applicable Indian Accounting Standards. The audited consolidated financial statements together with auditor''s report forms part of this Annual Report. A statement containing the salient features of the financial statement of associate Company as required under Sec.129(3) of the Companies Act, 2013 in the prescribed form i.e. “Form AOC-1” is annexed as “Annexure - 1” to this report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statement of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of associate company are also available on the website of the Company. The Company will also make available copy of audited accounts of the associate Company upon request by any member of the Company interested in obtaining the same. All these documents will also be available for inspection at the Registered Office of the Company till the date of ensuing Annual General Meeting of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 and 134 of the Companies Act, 2013 and the rules made thereunder, the extract of annual return in the prescribed format is available on the website of the Company at www.kslindia.com.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed analysis of the Company''s performance is explained in the Management Discussion & Analysis Report, forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Retirement by Rotation of the Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Bhagyashree Khandwala retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for re-appointment. The Board of Directors recommends her re-appointment.

b) Changes in Directors and Key Managerial Personnel

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Kalpen Shukla (DIN:-00117482) as an Non-Executive Independent Director of the Company for a period of 5 years with effect from January 31,2024, subject to the approval of the Members of the Company. The Members approved the said appointment through a resolution passed by Postal Ballot with requisite majority on April 6, 2024.

Mr. Shyam Muralidhardas Seshadri (DIN:05242397) tendered his resignation as an Independent Director of the Company with effect from close of business hours on January 31,2024 citing pre-occupation and other personal commitments. The Board places on record its sincere appreciation of the services rendered by Mr. Shyam M. Seshadri during his tenure as an Independent Director on the Company.

Further, pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Paresh Khandwala, Managing Director, Mr. Pranav Khandwala, Whole-time Director and Chief Financial Officer (CFO) and Mr. Abhishek Joshi, Company Secretary are the Key Managerial Personnel of the Company as on March 31,2024.

DECLARATION OF INDEPENDENCE

The Board has received declarations from all the Independent Directors confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are not disqualified from continuing as Independent Directors of the Company.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year, the Board met 6 (six) times i.e. 30^th May 2023, 14^th August 2023, 13^th November 2023, 31^st January 2024, 14^th February 2024 and 22^nd February 2024. The attendance details of directors at the Board Meetings are provided in the Corporate Governance Report, forming part of this Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors of the Company has constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The details of the Committees along with their composition, terms of reference, no. of meeting held during the year and attendance at these meetings,

are provided in the Corporate Governance Report, forming part of this Annual Report.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors. The performance of the board and its committees was evaluated after seeking inputs from all the directors on the basis of criteria such as board effectiveness, quality of discussion, contribution at the meeting, corporate governance practices, strategic thinking, time commitment, review of the terms of reference of the committees, etc. The above criteria are based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors of the Company on the basis of their criteria such as effectiveness, performance, transparency, strategic thinking, quality of discussions at the meetings, etc. The performance evaluation of independent directors was done by the entire board. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The Board has, on recommendation of Nomination and Remuneration Committee, framed a Nomination and Remuneration policy on appointment of Directors, key managerial personnel, senior management personnel and their remuneration including the criteria for determining qualifications, independence of directors, positive attributes, etc. The said policy is annexed to this report as “Annexure - 2''''.

DIRECTOR’S 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 Companies Act , 2013 that:

(i) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) such accounting policies as mentioned in the notes to accounts have been selected and applied consistently and judgments 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 at the end of the financial year and of the profit of the Company for the year ended 31^st March, 2024;

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

(iv) the Annual accounts are prepared on a going concern basis.

(v) proper internal financial controls have been laid down and the same are adequate and were operating effectively ; and

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

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control with reference to the financial statements. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. During the year under review, the Internal Financial Controls were operating effectively and no material or serious observation has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal control system and their adequacy are included in the Management''s Discussion and Analysis, which forms part of this annual report.

RISK MANAGEMENT

The Company has a risk management framework which not only ensures timely identification of risks, analysis of the reasons for such risk, assessment of its materiality, assessment of its impact but also adequate risk mitigation processes. The Risk management framework encompasses all areas of the Company''s business. The details of risk management including identification of elements of risk and their mitigation are provided in Management''s Discussion and Analysis, which forms part of this annual report. The Audit Committee monitors the risk management plan and ensures its effectiveness.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions that were entered during the financial year 2023-24 were on arm''s length basis and in the ordinary course of business of the Company. Thus disclosure in form AOC-2 is not required.

Further, there were no materially significant related party transactions entered by the Company during the year which may have a potential conflict with the interest of the Company. The disclosure with related parties is set out in the notes to accounts forming part of the Annual Report. The Company has also adopted a related party transactions policy which is available on the website of the Company.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from the public under the provision of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder.

LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

The details of loans, guarantees and investments made by the Company under the provision of Section 186 of the Companies Act, 2013, during the financial year, have been disclosed in the notes of the financial statements.

EMPLOYEES

Your Company is consciously aware that its well being largely depends upon the quality and strength of human resource. Your Company recognizes that human capital is its most valuable asset and thus endeavors to attract and retain the best available talent. Towards the end of FY 2024 your Company undertook an exercise to shrink the payroll head count to make it lean and more competitive. The Company through constant monitoring of its milestones and goals ensures that its operations are adequately staffed and in sync with requirements. Your Company''s human resource policies are designed and implemented to achieve these objectives.

The Board wishes to place on record its appreciation for sincere and dedicated efforts put in by all the employees. Employee-Management relations continued to remain cordial throughout the year under review.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197(12) of Companies Act, 2013, the ratio of the remuneration of each Director to the median employee''s remuneration and other details in term of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as “Annexure - 3”.

During the year under review, there was no employee was in receipt of remuneration exceeding the limits as prescribed under the provision of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

POLICY FOR PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy on prevention of sexual harassment of women at workplace under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment.

During the year under review, no complaints of sexual harassment was received by the Company.

VIGIL MECHANISM/ WHISTER BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy for the employees for reporting genuine concerns/grievances and reporting any unethical behavior or wrong practices such as fraud, violation of code of conduct, inappropriate behavior, etc. in the organization. This Policy provides the adequate safeguards against the victimization of the employees who use the vigil mechanism. The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Company at http://www.kslindia.com/Static/ KSLPolicies.aspx. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

PREVENTION OF INSIDER TRADING

The Company has adopted a code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information for prevention of Insider Trading. The said code is in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the same has been uploaded on the website of the Company at http://www.kslindia.com/Static/KSLPolicies.aspx. All the Directors and the designated employees have complied with the Code.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India relating to meetings of the Board of Directors and General Meetings.

SHARE CAPITAL

During the year under review, there was no change in the equity share capital of the Company as on March 31,2024.

The Authorised Share Capital of the Company as on March 31, 2024 stood at Rs. 28,00,00,000/- (Rupees Twenty Eight Crores only) divided into 1,70,00,000 (One Crore Seventy Lakhs only)

Equity shares of Rs. 10/- (Rupees Ten Only) each and 5,00,000 (Five Lakhs only) Cumulative Redeemable Preference Shares of Rs. 100/- each (Rupees Hundred Only) and 4,00,000 (Four Lakhs only) Cumulative Convertible Preference Shares of Rs. 100/- each (Rupees Hundred only) and 2,00,000 (Two Lakhs only) Optionally Convertible Redeemable Preference Shares of Rs. 100/- each (Rupees Hundred Only).

The paid-up share capital of the Company as at March 31, 2024 stood at Rs. 15,25,38,050/- comprising of 1,52,53,805 equity shares of Rs. 10/- each.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members of the Company at their Twenty Seventh AGM held on November 23, 2020, had appointed M/s. Aniket Kulkarni & Associates, Chartered Accountants (Firm Registration No. 130521W), as the Statutory Auditors of the Company for a term of five years, i.e. from the conclusion of Twenty Seventh AGM till the conclusion of the Thirty Second AGM to be held in the year 2025. The Statutory Auditor are not disqualified from continuing as Auditors of the Company.

The Reports issued by the Statutory Auditor on the Audited Financial Statements of the Company for FY 2023-24 forms part of this Annual Report.

Further, the Statutory Auditor''s has given the qualified opinion in their audit reports and the Board has furnished required details/ explanation in its note nos. 28 and 29 of notes of accounts to the Standalone Financial Statements and note nos. 30 and 31 of notes of accounts to the Consolidated Financial Statements respectively.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the Company had appointed M/s. Bhuwnesh Bansal & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year ended March 31,2024.

The Secretarial Audit Report for the financial year ended March 31, 2024 issued by the Secretarial Auditor has been annexed as “Annexure-4” to this report and there is no adverse remark, qualifications or reservation in the Secretarial Audit Report of the Company.

INTERNAL AUDITORS

Pursuant to the provisions of section 138 of the Companies Act, 2013 and the rules made thereunder, M/s. Shah & Ramaiya, Chartered Accountants was appointed as Internal Auditors of the Company for the financial year 2023-2024. The Internal Auditors have conducted the internal audit periodically and submitted their reports to the Audit Committee.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules,

2014, the requirements of mandatory implementation of Corporate Social Responsibility activities is presently not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There was no material significant material orders passed by the Regulators or Court or Tribunals which can have an impact on the going concern status and its future operations.

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

In view of the nature of activities which are being carried on by the Company, Rule 8(3) of the Company (Accounts), Rules, 2014 concerning conservation of energy and technology absorption respectively are not applicable to the Company.

Foreign Exchange Earnings and Outgo:

During the year under review, the foreign exchange earnings was Rs. 130.26 Lakhs (Previous Year was Rs. 31.00 lakhs). The foreign exchange outgo was Rs. 5.32 lakhs (Previous Year was Rs. 0.41).

OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year ended March 31,2024:

> There has been no change in the nature of business of the Company;

> There has been no material changes and commitments affecting the financial position of the Company that occured between the end of financial year and the date of this Report;

> There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

> There was no instance of one time settlement with any Bank/ Financial Institution in respect of loan taken by the Company;

> No fraud has been reported by the Auditors to the Audit Committee and the Board;

> Maintenance of cost records and requirements of cost audit, as prescribed under the provision of section 148(1) of the Companies Act, 2013 are not applicable to the Company;

> The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Securities and Exchange Board of India, the Stock Exchanges and other government and regulatory agencies. The Board would like to acknowledge the continued support of its bankers, registrars, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees'' hard work, dedication, teamwork and professionalism which has made the phenomenal growth possible year after year.

For and on behalf of the Board of Directors of Khandwala Securities Limited

Date : May 18, 2024 Homiar N. Vakil

Place : Mumbai Chairman

---

Mar 31, 2015

The Directors of the Company take pleasure in presenting their Twenty Second Annual Report with the annual audited financial statements for the financial year ended on 31st March 2015.

FINANCIAL HIGHLIGHTS

The summary of the Company's financial performance, for the Financial Year 2014-15 as compared to the previous Financial Year 2013-14 is given below:

(Rs. in Lakhs) Year ended Year ended Particulars 31st March 31st March 2015 2014

Total Income 506.85 438.18

Interest & other Financial Charges 52.56 50.17

Depreciation 60.92 29.03

Profit / (Loss) before Tax and prior period item 17.64 (28.44)

Less: Prior Period item

Provision for Tax (including Deferred Tax & Fringe Benefit Tax) (7.46) (0.62)

Profit / (Loss) after Tax 25.10 (27.82)

Appropriations

Dividend on Preference Shares - -

Provision for Corporate Tax on Dividend - -

Surplus / (Deficit) carried forward 699.27 674.18

Reserves and Surplus 1583.68 1558.59

DIVIDEND

Your Directors do not recommend Equity dividend for the year ended 31st March, 2015 to conserve the resources.

RESULTS OF OPERATIONS

The consolidated income of Khandwala Securities Limited stood at Rs. 506.85 lacs for the financial year ended March 31, 2015 as against Rs. 438.18 lacs for the previous year. The Company made a net profit of Rs. 25.10 lacs for the financial year ended March 31, 2015 as compared to a net loss of Rs. 27.82 lacs in the previous year.

The detailed information on operational and financial performance, etc, is also given in the Management Discussion and Analysis Report which is annexed to the Directors' Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with the Indian Stock Exchanges.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs 119,390,000. During the year under review, the Company has neither issued any shares with differential voting rights nor had granted any stock options or sweat equity.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed on National Stock of India Limited and Bombay Stock Exchange Limited.

SUBSIDIARIES AND JOINT VENTURES

Your company does not have any subsidiary company or joint venture.

ASSOCIATE COMPANIES

As at March 31, 2015 Khandwala Securities Limited has Trumonee Financial Limited as an associate company as mentioned in notes to accounts.

EXTRACT OF ANNUAL RETURN

As provided under section 92(3) of Companies Act, 2013 the extract of annual return is given as "Annexure 1'' in the prescribed form MGT-9, which forms part of this report.

DIRECTORS

1. Mr Brijmohan Rai Bahl, Senior Director of Khandwala Securities Limited, passed away on January 24, 2015 due to cardiac arrest. The Board placed on record the immense contribution made by Mr. Bahl to the deliberations of the Board. Thus Mr. Brijmohan Rai Bahl ceases to be a director with effect from the resolution passed in the meeting of Board of Directors held on February 06, 2015.

2. Mr. Paresh Khandwala was re-appointed as Managing Director of the Company in accordance with the provisions of Sections 196,197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in the Board meeting held on November 14, 2014 for a period of 3 years, subject to the approval from shareholders of the Company in the Annual General Meeting.

We seek your support in confirming the appointment of Mr. Paresh Khandwala as Managing Director in the ensuing Annual General Meeting of the Company.

3. Mr. Pranav Khandwala was appointed as Chief Financial Officer (CFO) of the Company pursuant to Section 203 of Companies Act, read with rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

4. Mrs. Bhagyashree Khandwala shall retire at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

5. Mr. Homiar Vakil will retire at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends their re- appointment.

The Companies Act, 2013, provides for the appointment of Independent Director. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Director shall hold office for a term of up to five consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a special resolution by the shareholders of the Company. Accordingly the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, to be as an Independent Director of the Company to hold office for a term upto 5 (Five) consecutive years commencing from September 19, 2015.

We seek your support in confirming the appointment of Mr. Homiar Vakil in the ensuing Annual General Meeting of the Company.

BOARD INDEPENDENCE

The Company has received Declarations of Independence pursuant to clause 49 of the Listing Agreement and section 149 (6) of the Companies Act, 2013 from all the Independent Directors .

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met four times during the Financial Year 2015. The meetings were held during the year on May 30, 2014, August 01, 2014, November 14, 2014 and February 06, 2015.

The details of the Board Committee Meetings and attendance of the Directors at the Board / Committee meetings are given in the Corporate Governance Report.

BOARD EVALUATION

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 the Board. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

DIRECTOR'S 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 Companies Act, 2013:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

(ii) that such accounting policies as mentioned in the notes to accounts have been selected and applied consistently and judgments 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 at the end of the financial year and of the Profit of the Company for the year ended March 31, 2015;

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

(iv) that the Annual accounts are prepared on a going concern basis.

(v) that proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and

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

RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS

The Company has an adequate system of internal controls commensurate with the nature of business and complexity of its operations to ensure accuracy of accountancy records, compliance with all laws and regulations, processes and guidelines prescribed by the management. An extensive Internal audit is carried out by Shah & Ramaiya, independent firm of Chartered Accountants. Post audit reviews are also carried to ensure follow up on the observations made. Details of internal finance control and its adequacy are included in the Management Discussion and Analysis Report, which forms a part of this report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the financial year were on a arm's length basis and were in the ordinary course of business. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The disclosure with related parties is set out in the notes to accounts forming part of annual report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS BY COMPANY

During the financial year ended March 31, 2015, no loan, guarantee and investment under Section 186 of the Companies Act, 2013 was made by the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of Companies Act, 2013 the Company has designated Mr. Pranav Khandwala as Chief Financial Officer (CFO) of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing

Agreement, is given as a separate statement in the annual report.

EMPLOYEES

Your Company is consciously aware that its well being largely depends upon the quality and strength of human resource. Your Company recognizes that Human Capital is its most valuable asset and thus endeavors to attract and retain the best available talent. Towards the end of FY2015 your Company undertook an exercise to shrink the payroll head count to make it lean and more competitive. The Company through constant monitoring of its milestones and goals ensures that its operations are adequately staffed and in sync with requirements. Your Company's human resource policies are designed and implemented to achieve these objectives.

The Board wishes to place on record its appreciation for sincere and dedicated efforts put in by all the employees. Employee-Management relations continued to remain cordial throughout the year under review.

PARTICULARS OF EMPLOYEES

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, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

REMUNERATION POLICY

The remuneration paid to the Directors and the Senior Management is as per the recommendation of the Nomination and Remuneration Committee.

POLICY FOR PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy for Prevention Of Sexual Harassment of Women at Workplace under the provisions of the Sexual Harassment of at Workplace (Prevention, Prohibition, and Redressal) Act, 2013("Act").The objective of this policy is to provide protection against Sexual Harassment of Women at Workplace and for redressal of complaints of any such harassment. During the year no complaints were received by the Company.

VIGIL MECHANISM/WHISTER BLOWER POLICY

The Company has adopted a Whistle Blower Policy for employees to report instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CODE OF CONDUCT

Securities Exchange Board of India (Prohibition of Insider Trading), Regulations 2015 has been gazetted on 15th January, 2015 and came into force with effect from 15th May, 2015. It replaces the Regulations of 1992 which was amended in 2002. These regulations are applicable for listed entities. The Code of Conduct of Khandwala Securities Limited is revised as stated in Chapter IV Code of Fair Disclosure and Conduct of SEBI (Prohibition of Insider Trading Regulations, 2015. Accordingly, the company has adopted the revised code of conduct also posted on the website of the Company.

STATUTORY AUDITORS

M/s. Udyen Jain & Associates, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Observations made by the Auditors in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT

The Company has appointed M/s Bhuwnesh Bansal & Associates, Company Secretary in Practice, as Secretarial Auditor of the Company pursuant to the provisions of Section 204 (1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration personnel) Rules, 2014.

The Secretarial Audit report is annexed herewith as Annexure 2.

INTERNAL AUDIT

Pursuant to Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof for the time being in force), and on recommendation of the Audit Committee, Shah & Ramaiya, Chartered Accountants, are appointed as Internal Auditors of the Company. The Company has regular checks through internal audit periodically.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance along with Management Discussion and Analysis and Auditor's Certificate on compliance with Corporate Governance requirements have been included in this Annual Report as separate sections.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, your Company is not required to comply with CSR norms as per the threshold norms.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There are no significant and material orders passed by the regulators or Courts that would impact the going concern status of the Company and its future operations.

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

Since the company does not own any manufacturing facility, conservation of energy and technology absorption particulars in the Companies (Accounts) Rules, 2014, are not applicable.

(i) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - NIL

Foreign Exchange Used - Rs. 1.49 Lacs

DEPOSITS

Your Company has not accepted any deposits from the public and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Securities and Exchange Board of India, the Stock Exchanges and other government and regulatory agencies. The Board would like to acknowledge the continued support of its bankers, registrars, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees' hard work, dedication, teamwork and professionalism which has made the phenomenal growth possible year after year.

For and on behalf of the Board of Directors Khandwala Securities Limited

S M Parande Chairman

Date : 26th May, 2015 Place: Mumbai.

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Twenty First Annual Report along with Audited Statement of Accounts for the financial year ended on 31st March 2014.

FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended 31st March, 2014 is summarized below:-

(Rs. in Lakhs)

Particulars Year ended Year ended 31st March 31st March 2014 2013

Total Income 438.18 440.03

Interest & other Financial 50.17 32.83 Charges

Depreciation 29.03 32.97

Profit / (Loss) before Tax and (28.44) (35.83) prior period item

Less: Prior Period item - -

Provision for Tax (including (0.62) (0.83)

Deferred Tax & Fringe Benefit Tax)

Profit / (Loss) after Tax (27.82) (35.00)

Appropriations

Dividend on Preference - - Shares

Provision for Corporate Tax on - - Dividend

Surplus / (Deficit) carried 674.18 702.00 forward

Reserves and Surplus 1558.59 1586.41

RESULTS OF OPERATIONS

The Revenue for the year decreased marginally from Rs. 440.03 to Rs. 438.18. However, the corresponding Profit/ (Loss) before interest, exceptional items, prior period expenses and taxation registered a decrease from of Rs. (35.83) in the FY 2013 to Rs. (28.44) in the current FY 2014.

The detailed information on operational and financial performance, etc., is also given in the Management Discussion and Analysis Report which is annexed to the Directors'' Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with the Indian Stock Exchanges.

DIVIDEND

Your Directors do not recommend Equity dividend for the financial year under review to conserve the resources.

DIRECTORS

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Bhagyashree Khandwala who was appointed

as an Additional Director by Board of Directors with effect from May 30, 2014 shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice from Members proposing her candidature for appointment as Director. Your Directors recommend her appointment as Director of the Company and shall be liable to retire by rotation.

Pursuant to Sections 149 , 150 & 152 of the Act, read with Companies (Appointment and qualification of Director ) Rules, 2014 alongwith Schedule IV or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint the following existing Directors as Non - Executive, Independent Directors for five consecutive years and shall not be liable to retire by rotation.

Mr. Shreedhar Parande

Mr. Rohit Chand

Mr. Kalpen Shukla

The Company has received requisite notice from Members proposing their candidature for appointment as Independent Directors and has also received Declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Directors proposed to be re-appointed, qualification, experience and the name of the Companies in which he/she holds directorship, membership of the board committees, as stipulated in clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement with the Stock Exchanges. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of this Annual Report.

A certificate from the auditors of the Company, M/s Udyen Jain & Associates, Chartered Accountants, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is enclosed in the Annual Report.

RECONCILIATION OF SHARE CAPITAL

Your Company voluntarily appointed M/s. Bhuwnesh Bansal & Associates, Practicing Company Secretary, to conduct Share Capital Audit of the Company for the financial year ended March 31, 2014. The Reconciliation of share Capital Audit Report confirms that the Company has complied with all the applicable provisions of the Listing Agreement, the Companies Act, 2013, and the Depositories Act, 1996.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the annual report.

EMPLOYEES

Your Company is consciously aware that its well being largely depends upon the quality and strength of human resource. Your Company recognizes that Human Capital is its most valuable asset and thus endeavors to attract and retain the best available talent. Towards the end of FY 14 Your Company undertook an exercise to shrink the payroll head count to make it lean and more competitive. The Company through constant monitoring of its milestones and goals ensures that its operations are adequately staffed and in sync with requirements. Your Company''s human resource policies are designed and implemented to achieve these objectives.

The Board wishes to place on record its appreciation for sincere and dedicated efforts put in by all the employees. Employee-Management relations continued to remain cordial throughout the year under review.

AUDITORS& AUDITORS'' REPORT

M/s. Udyen Jain & Associates, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Observations made by the Auditors in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

The Company doesn''t have any employee drawing remuneration and attracting the provisions of Section 217(2A) of the Companies Act, read with the Companies (Particulars of Employees) Rules, 1975, as amended. Hence, no information is required to be appended to this report in this regard.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the period ended 31st March, 2014, the applicable accounting standards have been followed;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for the period under review;

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

(iv) the Directors have prepared the accounts for the year ended 31st March, 2014 on a ''going concern'' basis.

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

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, required to be furnished pursuant to Section 217(1)(e) of the Companies Act, 2013, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(i) Part A and B of the Rules, pertaining to conservation of energy and technology absorption, are not applicable to the Company.

(ii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. 0.52 Lakhs

DEPOSITS

Your Company has not accepted any deposits from the public and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Securities and Exchange Board of India, the Stock Exchanges and other government and regulatory agencies. The Board would like to acknowledge the continued support of its bankers, registrars, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees'' hard work, dedication, teamwork and professionalism which has made the phenomenal growth possible year after year.

For and on behalf of the Board of Directors Khandwala Securities Limited

S M Parande Chairman

Date : May 30, 2014

Place: Mumbai.

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting herewith the Twentieth Annual Report along with Audited Statement of Accounts for the financial year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended 31st March, 2013 is summarized below:-

(Rs. in Lakhs Particulars Year ended Year ended 31st March 31st March 2013 2012

Total Income 440.03 599.42

Interest & other Financial 32.83 39.60 Charges

Depreciation 32.97 39.53

Profit / (Loss) before Tax and (35.83) (58.31) prior period item

Less: Prior Period item

Provision for Tax (including (0.83) (3.32)

Deferred Tax & Fringe Benefit Tax)

Profit / (Loss) after Tax (35.00) (54.99) Appropriations

Dividend on Preference Shares

Provision for Corporate Tax on

Dividend

Surplus / (Deficit) carried 702.00 737.00 forward

Reserves and Surplus 1586.411 1621.4

RESULTS OF OPERATIONS

The Revenue for the year decreased from Rs.599.42 lacs to Rs. 440.03. The Profit before interest, exceptional items, prior period expenses and taxation registered a decrease from of Rs. (58.31) Lacs in the FY 2012 to Rs. (35.83),Lacs. in the current FY 2013.

The detailed information on operational and financial performance, etc., is also given in the Management Discussion and Analysis Report which is annexed to the Directors'' Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with the Indian Stock Exchanges.

DIVIDEND

Your Directors do not recommend Equity dividend for the financial year under review to conserve the resources.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act 1956 and with reference to Article 109 of the Articles of Association of the Company, Mr. Brijmohan Rai Bahl and Mr. Shreedhar M. Parande being Nqn-Executive Independent Directors retire by rotation and, being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

Brief resume of the Director proposed to be re-appointed, qualification, experience and the name of the Companies in which he holds directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement with the Stock Exchanges. As part of the Company''s efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

A certificate from the auditors, M/s Udyen Jain & Associates, Chartered Accountants, of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors'' Report.

RECONCILIATION OF SHARE CAPITAL

Your Company voluntarily appointed M/s. Bhuwnesh Bansal & Associates, Practicing Company Secretary, to conduct Share Capital Audit of the Company for the financial year ended March 31, 2013. The Reconciliation of share Capital Audit Report confirms that the Company has complied with all the applicable provisions of the Listing Agreement, the Companies Act, 1956, and the Depositories Act, 1996.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the annual report

EMPLOYEES

Your Company is consciously aware that its well being largely depends upon the quality and strength of human resource. The Company endeavors to attract and retain talent. The Company ensures that its operations are adequately staffed. Your Company''s human resource policies are designed and implemented to achieve these objectives.

The Board wishes to place on record its appreciation for sincere and dedicated efforts put in by all the employees. Employee-Management relations continued to remain cordial throughout the year under review.

AUDITORS'' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. Udyen Jain & Associates, Chartered Accountants, who retires on the conclusion of this Annual General Meeting has requested to consider their re-appointment at the ensuing AGM of the Company. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of Section 226 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company doesn''t have any employee drawing remuneration as per monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors state, as an averment of their responsibility, that:

(i) The Company has, in the preparation of ire annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at March 31,2013 and of the profit or loss of the Company for the year ended March 31, 2013.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2013 on a going concern basis.

DEPOSITS

Your Company has not accepted any deposits from the public and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Securities and Exchange Board of India, the Stock Exchanges and other government and regulatory agencies. The Board would like to acknowledge the continued support of its bankers, registrars, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees'' hard work, dedication, teamwork and professionalism which made the phenomenal growth possible year after year.

For and on behalf of the Board of Directors

Khandwala Securities Limited

S M Parande Chairman

Date: 27* May, 2013

Place: Mumbai.

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting herewith the Eighteenth Annual Report along with Audited Statement of Accounts for the year ended on 31st March 2011.

FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended 31st March, 2011 is summarized below:-

(Rs. in Lakhs)

Particulars Year ended Year ended

31st March 31st March 2011 2010

Total Income 893.76 813,43

Interest & other Financial Charges 36.53 65.92

Depreciation 44.72 45.70

Profit / (Loss) before Tax and prior 43.11 (167.94) period item

Less: Prior Period item - 7.24

Provision for Tax (including (0.27) (0.00) Deferred Tax & Fringe Benefit Tax)

Profit/(Loss) after Tax 43.37 (175.17)

Appropriations

Dividend on Preference Shares - 20.00

Provision for Corporate Tax on - 3.40

Dividend

Surplus / (Deficit) carried forward 791.99 748.61

Reserves and Surplus 1676.401 1633.03



RESULTS OF OPERATIONS

The Revenue for the year increased from Rs. 813.43 lacs to Rs.893.76 lacs. The Profit before interest, exceptional items, prior period expenses and taxation registered an increase from Rs. (167.94) Lacs loss in the FY 2010 to a profit figure of Rs. 43.11 Lacs in the current FY 2011.

The detailed information on operational and financial performance, etc., is also given in the Management Discussion and Analysis Report which is annexed to the Directors' Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with the Indian Stock Exchanges.

DIVIDEND

Your Directors do not recommend Equity dividend for the financial year under review to conserve the resources.

DIRECTORS

Mr. Brijmohan Rai Bahl was appointed as an Additional Director effective from 28th January 2011. In terms of Section 260 of the Companies Act, 1956 he will hold the office only upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his candidature for the office of Director liable to retire by rotation.

In accordance with Section 255 and 256 of the Companies Act 1956 and with reference to Article 109 of the Articles of Association of the Company, Mr. Rohit Chand, a Non- Executive Independent Director retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Brief resume of the Director proposed to be re-appointed, qualification, experience and the name of the Companies in which he holds directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement with the Stock Exchanges. As part of the Company's efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

A certificate from the auditors, M/s Udyen Jain & Associates, Chartered Accountants, of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors' Report.

RECONCILIATION OF SHARE CAPITAL

Your Company voluntarily appointed M/s. Bhuwnesh Bansal & Associates, Practicing Company Secretary, to conduct Share Capital Audit of the Company for the financial year ended March 31, 2011. The Reconciliation of share Capital Audit Report confirms that the Company has complied with all the applicable provisions of the Listing Agreement, the Companies Act, 1956, and the Depositories Act, 1996.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the annual report.

EMPLOYEES

Your Company is consciously aware that its well being largely depends upon the quality and strength of human resource. The Company endeavors to attract and retain talent. The Company ensures that its operations are adequately staffed. Your Company's human resource policies are designed and implemented to achieve these objectives.

The Board wishes to place on record its appreciation for sincere and dedicated efforts put in by all the employees. Employee-Management relations continued to remain cordial throughout the year under review.

AUDITORS' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. Udyen Jain & Associates, Chartered Accountants, who retires on the conclusion of this Annual General Meeting has requested to consider their re-appointment at the ensuing AGM of the Company. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of Section 226 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company doesn't have any employee drawing remuneration as per monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors state, as an averment of their responsibility, that:

(i) The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at March 31, 2011 and of the profit or loss of the Company for the year ended March 31, 2011.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2011 on a going concern basis.

DEPOSITS

Your Company has not accepted any deposits from the public and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Securities and Exchange Board of India, the Stock Exchanges and other government and regulatory agencies. The Board would like to acknowledge the continued support of its bankers, registrars, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees' hard work, dedication, teamwork and professionalism which made the phenomenal growth possible year after year.



For and on behalf of the Board of Directors Khandwala Securities Limited

S M Parande Chairman

Date : 27th May, 2011 Place: Mumbai.

---

Mar 31, 2010

The Directors have pleasure in presenting herewith the Seventeenth Annual Report along with Audited Statement of Accounts for the year ended on 31st March 2010.

FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended 31st March, 2010 is summarized below:-

(Rs. in Lakhs)

Particulars Year ended Year ended 31st March 31st March 2010 2009

Total Income 813.43 1231.07

Interest & other Financial Charges 65.92 67.44

Depreciation 45.70 44.12

Profit / (Loss) before Tax and prior (167.94) 265.70

period item

Less: Prior Period item 7.24 0.00

Provision for Tax (including Deferred (0.00) 39.68

Tax & Fringe Beneft Tax)

Profit / (Loss) after Tax (175.17) 226.02

Appropriations

Dividend on Preference Shares 20.00 13.77

Provision for Corporate Tax on 3.40 2.34

Dividend

Surplus / (Defcit) carried forward 748.61 947.19

Reserves and Surplus 1633.03 1769.92



RESULTS OF OPERATIONS

The Revenue for the year decreased from Rs. 1231.07 lacs to Rs.813.43 lacs. The Profit before interest, exceptional items, prior period expenses and taxation registered a decline from Rs. 265.70 Lacs Profits in the FY 2009 to a loss of Rs. (167.94) Lacs in the current FY 2010. The Company for the year ended 31st March 2010 reported a loss of Rs. 167.94 Lacs.

The detailed information on operational and fnancial performance, etc., is also given in the Management Discussion and Analysis Report which is annexed to the Directors Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with the Indian Stock Exchanges.

DIVIDEND

Since the Company has incurred losses during the year under review, your Directors do not recommend Equity Dividend for the fnancial year 2009-2010. The dividend on Preference Shares shown under appropriation is for the earlier years, now appropriated.

DIRECTORS

In accordance with Section 255 and 256 of the Companies Act 1956 and with reference to Article 109 of the Articles of Association of the Company, Mr. Shreedhar M Parande, a Non-Executive Independent Director retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Brief resume of the Director proposed to be re-appointed, qualifcation, experience and the name of the Companies in which he holds directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement is provided in the Report on Corporate Governance forming a part of the annual report.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions of the Clause 49 of the Listing Agreement with the Stock Exchanges. As part of the Companys efforts towards better corporate practice and transparency, a separate report on Corporate Governance compliances is included as a part of Annual Report.

A certificate from the auditors, M/s Udyen Jain & Associates, Chartered Accountants, of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Directors Report.

SECRETARIAL AUDIT REPORT

Your Company voluntarily appointed M/s. Savitha Jyoti, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year ended March 31, 20010. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Listing Agreement, the Companies Act, 1956, and the Depositories Act, 1996.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement, is given as a separate statement in the annual report.

EMPLOYEES

Your Company is consciously aware that its well being largely depends upon the quality and strength of human resource. The Company endeavors to attract and retain talent. The Company ensures that its operations are adequately staffed. Your Companys human resource policies are designed and implemented to achieve these objectives.

The Board wishes to place on record its appreciation for sincere and dedicated efforts put in by all the employees. Employee-Management relations continued to remain cordial throughout the year under review.

AUDITORS REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. Udyen Jain & Associates, Chartered Accountants, who retires on the conclusion of this Annual General Meeting has requested to consider their re-appointment at the ensuing AGM of the Company. A certifcate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and they are not disqualifed for such an appointment within the meaning of sub section (3) and (4) of Section 226 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The Company doesnt have any employee drawing remuneration as per monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 except Mr. Paresh J Khandwala. The details of his remuneration are given below:

Sr Particulars Details No

1 Name Mr. Paresh J Khandwala Designation Managing Director

2 Age 55 years

3 Remuneration Rs. 31,05,000/- for the period from 1st April 2009 to 31st March 2010.

4 Date of Appointment 1st January 2005 and further renewed for a period of 5 years starting from 1st January 2010

5 Nature of employment, Employment. whether contractual or otherwise

6 Other terms and Nil conditions

7 Nature of duties Managing the Company and involved in Policy Making decision process and executing the same.

8 Experience 36 years.



COMPLIANCE CERTIFICATE

A certifcate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors state, as an averment of their responsibility, that:

(i) The Company has, in the preparation of the annual accounts, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs as at March 31, 2010 and of the Profit or loss of the Company for the year ended March 31, 2010:

(iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the fnancial year ended March 31, 2010 on a going concern basis.

DEPOSITS

Your Company has not accepted any deposits from the public and, as such, no amount of principal or interest was outstanding as of the balance sheet date.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Securities and Exchange Board of India, the Reserve Bank of India, the Stock Exchanges and other government and regulatory agencies. The Board would like to acknowledge the continued support of its bankers, registrars, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees hard work, dedication, teamwork and professionalism which made the phenomenal growth possible year after year.

For and on behalf of the Board of Directors Khandwala Securities Limited

S M Parande Chairman

Date: 9th August, 2010 Place: Mumbai.