Notes to Accounts of Khandwala Securities Ltd.

Mar 31, 2024

Provisions:

A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Cash & Cash Equivalents:

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and fixed deposits.

Current / Non Current Classification

An asset shall be classified as current when it satisfies any of the following criteria:—

(a) it is expected to be realized in, or is intended for sale or consumption in, the company''s normal operating cycle;

(b) it is held primarily for the purpose of being traded;

(c) it is expected to be realized within twelve months after the reporting date; or

(d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.

All other assets shall be classified as non-current.

A liability shall be classified as current when it satisfies any of the following criteria:—

(a) it is expected to be settled in the company''s normal operating cycle;

(b) it is held primarily for the purpose of being traded;

(c) it is due to be settled within twelve months after the reporting date; or

(d) the company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

All other liabilities shall be classified as non-current.

27. The Company provides Portfolio Management Services (PMS) to its clients. Transactions on account of PMS activities are carried out exclusively on behalf of PMS clients. Therefore, assets and liabilities arising out of the above effectively belong to the PMS clients and hence are not reflected in the Company''s accounts. Management fees earned/expenditure incurred by the Company from this activity is accounted for on an accrual basis.

28. The Share Application Money for an amount of Rs. 216.69 Lakhs (Previous Year Rs. 216.69 Lakhs) is outstanding for a period of 264 months as at date of Balance Sheet date, for which the financial statements are in the process of being obtained. The Company has already initiated legal proceedings against the other party for recovery of the said application money along with interest thereon, under Section 138 of the Negotiable Instruments Act, 1881. At present, the matter is pending for hearing before the Hon''ble High Court at Mumbai.

29. Long-term Deposits which were given to M/s. Shree Rama Polysynth Private Ltd and M/s. Vimpsan Investments Private Ltd, upto total aggregate amount of Rs. 530.00 lakhs are still outstanding as at March 31, 2024. Since the Company is not in the receipt of any interest on the said deposits since long period, the Company has not accounted any interest income on such deposits in the financial statement. The Company is in the process to initiate legal proceedings against them for recovery of the said deposits.

30. In the matter of M/s. Shree Rama Multitech Limited (SRML) in relation to recovery of outstanding rental income/license fee from SRML, the Hon''ble High Court, Mumbai had passed the order/decree in favor of the company during the period October 2019. Although the company is yet to receive the rental Income from SRML. Later, the Company filed the execution application in the Small Cause Court during the period April 2022 in Mumbai for recovering the pending rental income/license fee amount from SRML. The Hon''ble Small Cause Court, Mumbai vide its order/decree dated December 7, 2022 shifted the said matter to the Hon''ble Civil Court, Gandhinagar for execution to recover the outstanding rental income/license fee. At present, the matter is pending for hearing before the Hon''ble Civil Court, Gandhinagar

31. In the matter of Mr. Hiten Parmar regarding receivable of the outstanding amount, the Company had filed the case in the month of October 2015 before the panel of arbitrators of National Stock Exchange of India Limited (NSE). The panel of arbitrators of NSE has considered the matter and passed the arbitral in favour of the Company on April 12, 2016. The panel of arbitrators directed Mr. Hiten Parmar to pay to the Company Rs. 55,85,544.87/- within 30 days from the date of receipt of award. However, the Company has not received any such amount till date from Mr. Hiten Parmar. The Company has initiated legal action and filed the suit against Mr. Hiten Parmar in the Hon''ble District Court, Surat (‘the Court'') for recovery of the arbitral award amount. At present, the matter is pending for hearing before the Court. Further, the Company are in process of simultaneously filing a complaint with Economic Offence Wing (EOW) Mumbai in the aforesaid matter.

32. The Hon''ble Supreme Court of India on September 21, 2023 passed their final order/verdict in favour of the Company and quashed/set aside the Securities Appellate Tribunal''s (“SAT”) Order dated 08^th March, 2017 (and consequently, the WTM''s Order of Securities and Exchange Board of India dated 13^th May, 2015) pertaining to the suspension of certificate of registration of the Company as a stock broker at National Stock Exchange of India Limited (Old SEBI Registration No. INB230600030) for a period of one month.

34. Segment Information

For management purposes, the Company is organized into two segments - Fee based and Investment/Trading In Stock. The Company has considered these two divisions as its business segments.

The Fee based division provides financial advisory services relating to mergers and acquisitions, equity and debt issue management, portfolio management and broking.

Investment and Stock division carries out trading, investing and speculation activities in capital markets (debt and equity) for the Company.

Fixed assets used in the Company''s business are not identified to any of the reportable segments, as these are used interchangeably between segments and hence the fixed assets and depreciation are not allocated to any of the reportable segments.

As the entire business operations of the Company are conducted only in India, the Company has not reported any secondary segment information.

35. Earnings per share:

The Company reports basic and diluted earnings per share in accordance with Ind AS -33 - Earnings Per Share.

Basic earnings per share are computed by dividing the net profit after tax attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares and dilutive potential equity shares outstanding at year-end.

37. As per information and explanation received there are no dues payable to Small Scale Industrial Undertakings as at March 31, 2024.

38. Transaction in foreign currency: (In Thousand)

Foreign Travel Expenses - Rs. 532.89 (Previous year Rs. 41.61).

Foreign Currency Income - Rs. 13,025.76 (Previous year Rs. 3,100.00).

39. Debtors include: (In Thousand)

(i) Due from a firm in which a director is interested as partner - Rs. Nil (Previous year Rs. Nil )

(ii) Due from relatives and Enterprises controlled by the relatives of the Key Management Personnel Rs. 7,630.87

(iii) The above dues have arisen in the normal course of business.

40. The creditors are largely from receipt of margin money from the clients while the debtors reflect the pattern of settlement period, wherein year-end date falls within to be settled period.

41. Managerial Remuneration:

(i) Remuneration to Managing Director (In Thousands)

Salary and Other Allowances : Rs. 4,925.00 (P.Y. Rs. 3,693.75)

(ii) Sitting fees to other Directors : Rs. 95.00 (P.Y. Rs. 145.00)

42. Liability for Employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the Indian Accounting Standard 19 ( Ind AS 19) the details of which are as hereunder.

Note:-

Gratuity is payable as per company''s scheme as detailed in the report.

Actuarial Gain/ Loss are recognized in the period of occurrence under other Comprehensive Income (OCI)

All above reported figures of OCI are gross of taxation.

Salary escalation & attrition rate are considered as advised by the company; they appear to be in line with the industry practice considering promotion and demand & supply of the employees.

Maturity Analysis of Benefit payments is undiscounted cash flows considering future salary, attrition & death in respective year for members as mentioned above.

Average Expected Future Service represents Estimated Term of Post- Employment Benefit Obligation.

Value of asset provided by the client is considered as fair value of plan asset for the period of reporting as same is not evaluated by us.

13. Contingent Liabilities: -

i) Contingent Liabilities on account of disputed cases pending before various authorities of Income Tax Act is annexed below. No provision has been made in the books of accounts as the outcome is still awaited:

ii) Preference dividends are in arrears from F.Y 2008-09 to F.Y.2020-21 as aggregating to Rs. 2.49 Crores.

iii) TDS defaults showing on TDS traces website for the various Financial Years as on 31st March 2024 has been reviewed and there is no possible demand arising due to that. The Company is under process of rectifying the defaults by revising the TDS returns.

44. The figures for the previous period have been regrouped, rearranged or reclassified wherever necessary to conform to the current period''s presentation.

See accompanying notes ( 1 to 44 ) to the Financial Statements.

As per our report attached of even date.

For Aniket Kulkarni & Associates For and on behalf of the Board of Directors

Chartered Accountants Khandwala Securities Limited

FRN No. 130521W

Aniket Kulkarni Homiar N. Vakil Paresh J. Khandwala

Proprietor Chairman Managing Director

Mem. No: 127246 DIN: 05210178 DIN: 00112678

Pranav Khandwala Abhishek Joshi

Whole-Time Director/ CFO Company Secretary

DIN:00519113

Place :- Mumbai Place :- Mumbai

Date : - 18th May, 2024 Date : - 18th May, 2024

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Mar 31, 2015

1. The Company provides Portfolio Management Services (PMS) to its clients. Transactions on account of PMS activities are carried out exclusively on behalf of PMS clients. Therefore, assets and liabilities arising out of the above effectively belong to the PMS clients and hence are not reflected in the Company's accounts. Management fees earned/expenditure incurred by the Company from this activity is accounted for on an accrual basis.

2. Share Application Money of Rs. 216.69 Lacs (Previous year Rs. 216.69 Lacs) is outstanding for a period of 156 months as at the balance sheet date, for which financial statements are in the process of being obtained. The Company has initiated legal proceedings against the party to recover the application money, with interest there on, under Sec 138, matter is pending for hearing at Mumbai Court.

3. Long-term deposits to various companies of Rs.530.00 lacs are subject to confirmation and subsequent adjustments, if any. Since company is not in the receipt of any Interest on the same deposit since long period so that company has not accounted any interest on the same deposit.

4. In the matter of Mr. Hiten Parmar, whose PAN:-BGCPP4193C, Amount Receivable Rs.56,93,287/37p. which is more than 6 months, Company has initiated the Civil & Criminal Legal action to recover the due amount with Interest there on till date of payment Received, Further company is filing Arbitration proceeding's at the Exchange's against Mr. Hiten Parmar & His associates.

5. Company has taken unsecured interest free loan in FY 2011- 12 amounting to Rs. 11,61,000 from individual and same is due in year 2016-2017.

6. There is a Mark to Market Loss of Rs.1,97,822/- as on 31st March 2015 on account of Unrealized Loss on Future Contract as per AS-30.

7. Segment Information

For management purposes, the Company is organized into two segments - Fee based and Investment/Trading In Stock. The Company has considered these two divisions as its business segments.

The Fee based division provides financial advisory services relating to mergers and acquisitions, equity and debt issue management, portfolio management and broking.

Investment and Stock division carries out trading, investing and speculation activities in capital markets (debt and equity) for the Company.

Fixed assets used in the Company's business are not identified to any of the reportable segments, as these are used interchangeably between segments and hence the fixed assets and depreciation are not allocated to any of the reportable segments.

As the entire business operations of the Company are conducted only in India, the Company has not reported any secondary segment information.

8. Earnings per share:

The Company reports basic and diluted earnings per share in accordance with Accounting Standard 20 - Earnings Per Share prescribed by the Companies (Accounting Standards) Rules, 2006.

Basic earnings per share are computed by dividing the net profit after tax attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share refl ect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares and dilutive potential equity shares outstanding at year-end.

9. Related Party Disclosures Names of Related Parties:

A) Enterprises where control exists Associate Companies:

1. Trumonee Financial Ltd.

B) Enterprises controlled by the relatives of the Key Managerial Personnel:

1. Piggero Investments Pvt. Ltd.

2. Bentley Investments Pvt. Ltd.

3. Khandwala Commodity & Derivatives Pvt. Ltd.

4. Jayantilal Khandwala & Sons

C) Key Management Personnel:

1. Mr. Paresh J. Khandwala - Managing Director

2. Mr. Rohitasava Chand - Director

3. Mr. Kalpen Shukla - Director

4. Mr. Pranav P. Khandwala - Director

5. Mr. Shreedhar Parande - Director

6. Mrs. Bhagyashree P. Khandwala - Director

7. Mr.Homiar Nariman Vakil - Director

D) Relatives of Key Management Personnel:

1. Mrs. Daxa P. Khandwala

2. Mr. Pratik P. Khandwala

3. Ms. Tulsi P. Khandwala

4. Mrs. Brinda P. Khandwala

10. As per information and explanation received there are no dues payable to Small Scale Industrial Undertakings as at March 31, 2015.

11. Transaction in foreign currency: (In lacs)

Foreign travel expenses - Rs. 1.49, Previous year Rs. 0.52.

12. Debtors include:

(i) Due from a firm in which a director is interested as partner - Rs.150.85 lacs (Previous year Rs.152.85 lacs)

(ii) Due from relatives and Enterprises controlled by the relatives of the Key Managerial Personnel - 19.46 Lacs.

(iii) The above dues have arisen in the normal course of business.

13. Increase in Debtors & Creditors is in line with the growth of business. The creditors are largely from receipt of margin money from the clients while the debtors reflect the pattern of settlement period, wherein year-end date falls within to be settled period.

14. Managerial Remuneration:

(i) Remuneration to Managing Director Salary and Other Allowances : Rs. 31.25 Lacs (PY. Rs. 31.25 lacs)

(ii) Sitting fees to other Directors : Rs. 1.00 Lacs (PY. Rs. 0.90 Lacs)

ii) Preference dividends are in arrears from F.Y. 2008-09 to F.Y.2014-15 as aggregating to Rs. 1.40 Crores.

iii) TDS defaults showing on TDS traces website for the various Financial Years as on 31st March 2015 has been reviewed and there is no possible demand arising due to that. The Company is under process of rectifying the defaults by revising the TDS returns.

15. The figures for the previous period have been regrouped, rearranged or reclassified wherever necessary to conform to the current period's presentation.

---

Mar 31, 2014

1. The Company provides Portfolio Management Services (PMS) to its clients. Transactions on account of PMS activities are carried out exclusively on behalf of PMS clients. Therefore, assets and liabilities arising out of the above effectively belong to the PMS clients and hence are not reflected in the Company''s accounts. Management fees earned/expenditure incurred by the Company from this activity is accounted for on an accrual basis.

2. Share Application Money of Rs. 216.69 Lacs (Previous year Rs. 216.69 Lacs) is outstanding for a period of 144 months as at the balance sheet date, for which financial statements are in the process of being obtained. The Company has initiated legal proceedings against the party to recover the application money, with interest there on, under Sec 138, matter is pending for hearing at Mumbai Court.

3. Long term deposits from company and Creditors amounting to Rs. 100 lacs and Rs. 40.23 lacs respectively is now no longer payable as well interest accrued on long term deposit within same group company amounting to Rs. 135.80 lacs considered as non receivable and effect of the same has been given in the books of account during the year. Summary of transaction within group companies are as follows:

4. Long-term deposits to various companies of Rs.530.00 lacs are subject to confirmation and subsequent adjustments, if any.Since company is not in the receipt of any Interest on the same deposit since long period so that company has not accounted any interest on the same deposit.

5. There is a Mark to Market gain of Rs.1,22,765/- as on 31st March 2014 on account of Unrealized Gains on Future Contract. As per AS30, it has been accounted as Other Income and credited to the Income Statement.

6. Segment Information

For management purposes, the Company is organized into two segments - Fee based and Investment/Trading In Stock. The Company has considered these two divisions as its business segments.

The Fee based division provides financial advisory services relating to mergers and acquisitions, equity and debt issue management, portfolio management and broking.

Investment and Stock division carries out trading, investing and speculation activities in capital markets (debt and equity) for the Company.

Fixed assets used in the Company''s business are not identified to any of the reportable segments, as these are used interchangeably between segments and hence the fixed assets and depreciation are not allocated to any of the reportable segments.

As the entire business operations of the Company are conducted only in India, the Company has not reported any secondary segment information.

7. Earnings per share:

The Company reports basic and diluted earnings per share in accordance with Accounting Standard 20 - Earnings Per Share prescribed by the Companies (Accounting Standards) Rules, 2006.

Basic earnings per share are computed by dividing the net profit after tax attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earnings per share are computed by dividing the net profit after tax by the weighted average number of equity shares and dilutive potential equity shares outstanding at year-end.

8. Related Party Disclosures Names of Related Parties:

A) Enterprises where control exists Associate Companies:

1. Trumonee Financial Ltd.

B) Enterprises controlled by the relatives of the Key Managerial Personnel:

1. Piggero Investments Pvt. Ltd.

2. Bentley Investments Pvt. Ltd.

3. Khandwala Commodity & Derivatives Pvt. Ltd.

4. Jayantilal Khandwala & Sons

C) Key Management Personnel:

1. Mr. Paresh J. Khandwala - Managing Director

2. Mr. P. J. Khandwala - HUF

D) Relatives of Key Management Personnel:

1. Mrs. Daxa P. Khandwala

2. Mr. Pratik P. Khandwala

3. Mr. Pranav P. Khandwala

4. Ms. Tulsi P. Khandwala

5. Mrs. Bhagyashree P. Khandwala

6. Mrs. Brinda P. Khandwala

9. As per information and explanation received there are no dues payable to Small Scale Industrial Undertakings as at March 31, 2014.

10. Transaction in foreign currency: (In lacs)

Foreign travel expenses - Rs. 0.52, Previous year Rs. 15.85. Foreign Currency Income - Rs. Nil, Previous year Rs. 0.14.

11. Debtors include:

(i) Due from a firm in which a director is interested as partner - Rs.152.85lacs (Previous year Rs.152.85lacs)

(ii) The above dues have arisen in the normal course of business.

12. Increase in Debtors & Creditors is in line with the growth of business. The creditors are largely from receipt of margin money from the clients while the debtors reflect the pattern of settlement period, wherein year-end date falls within to be settled period.

13. Managerial Remuneration:

(i) Remuneration to Managing Director

Salary and Other Allowances : Rs. 31.25Lacs

(P.Y. Rs. 31.25 lacs)

(ii) Sitting fees to other Directors : Rs. 0.90lacs

(P.Y. Rs. 0.90lacs)

14. Liability for Employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the accounting standard 15 (Revised) the details of which are as hereunder.

15. Contingent Liabilities: -

i) Contingent Liabilities on account of disputed cases pending before various authorities of Income Tax Act is annexed below. No provision has been made in the books of accounts as the outcome is still awaited:

Name of the Nature Amount Period to Statute of the (Rs.) which the Dues amount relates

Income Tax Act Income 31.88 A.Y. 2006-07 1961 Tax 7.80 A.Y. 2007-08

2.5 A.Y. 2008-09 19.49 A.Y. 2009-10 4.96 A.Y. 2007-08 58.89 A.Y. 2008-09 82.65 A.Y. 2009-10

Name of the Statue Forum where Under Dispute is Section pending

Income Tax Act 1961 CIT(A) 271(1)(C)

CIT(A) 271(1)(C)

CIT(A) 271(1)(C)

CIT(A) 271(1)(C)

ITAT 143(3)

ITAT 143(3)

ITAT 143(3)

ii) Preference dividends are in arrears from F.Y. 2008-09 to F.Y.2013-14 as aggregating to Rs. 1.20 Crores.

iii) TDS defaults showing on TDS traces website for the various Financial Years as on 31st March 2014 has been reviewed and there is no possible demand arising due to that. The Company is under process of rectifying the defaults by revising the TDS returns.

16. The figures for the previous period have been regrouped, rearranged or reclassified wherever necessary to conform to the current period''s presentation.

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Mar 31, 2013

1. The Company provides Portfolio Management Services (PMS) to its clients. Transactions on account of PMS activities are carried out exclusively on behalf of PMS clients. Therefore, assets and liabilities arising out of the above effectively belong to the PMS clients and hence are not reflected in the Company''s accounts. Management fees earned/expenditure incurred by the Company from this activity is accounted for on an accrual basis.

2. Share Application Money of Rs. 216.69 Lacs (Previous year Rs. 216.69 Lacs) is outstanding for a period of 132 months as at the balance sheet date, for which financial statements are in the process of being obtained. The Company has initiated legal proceedings against the party to recover the application money, with interest there on, under Sec 138, matter is pending for hearing at Mumbai Court.

3. Long-term deposits from companies of Rs.100.00 Lacs is subject to confirmation and subsequent adjustments, if any. Since company is not paying any Interest on the same deposit since long period company has not charged any interest.

4. Long-term deposits to various companies of Rs. 530.00 lacs together with interest accrued thereon Rs. 135.80 lacs (included in loans and advances) are subject to confirmation and subsequent adjustments, if any. Since company Is not in the receipt of any Interest on the same deposit since long period so that company has not accounted any interest on the same deposit.

5. There is a Mark to Market gain of Rfc.73,7007- as on 31" March 2013 on account of Unrealised Gains on Future Contract. As per AS30, it has been accounted as Other Income and credited to the Income Statement.

6. Segment Information

For management purposes, the Company is organized into two segments - Fee based and Investment/Stock. The Company has considered these two divisions as its business segments.

The Fee based division provides financial advisory services relating to mergers and acquisitions, equity and debt issue management, portfolio management and broking.

Investment and Stock division carries out trading, investing and speculation activities in capital markets (debt and equity) for the Company.

Fixed assets used in the Company''s business are not identified to any of the reportable segments, as these are used interchangeably between segments and hence the fixed assets and depreciation are not allocated to any of the reportable segments.

As the entire business operations of the Company are conducted only in India, the Company has not reported any secondary segment information.

7. Earnings per share:

The Company reports basic and diluted earnings per share in accordance with Accounting Standard 20 - Earnings Per Share prescribed by the Companies (Accounting Standards) Rules, 2006.

Basic earnings per share is computed by dividing the net profit after tax attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earnings per share is computed by dividing the net profit alter tax by the weighted average number of equity shares and dilutive potential equity shares outstanding at year end.

8. Related Party Disclosure''s Names of Related''Parties:

A) Enterprises where control exists Associate Companies:

1. Trumonee Financial Ltd.

B) Enterprises controlled by the relatives of the Key Managerial Personnel:

1. Piggero Investments Pvt. Ltd.

2. Bentley Investments Pvt. Ltd.

3. Khandwala Commodity & Derivatives Pvt. Ltd.

4. Jayantilal Khandwala & Sons

C) Key Management Personnel:

1. Mr. Paresh J. Khandwala - Managing Director

2. Mr. P. J. Khandwala - HUF

D) Relatives of Key Management Personnel:

1. Mrs. Daxa P. Khandwala

2. Mr. Pratik P. Khandwala

3. Mr. Pranav P. Khandwala

4. Ms. Tulsi P. Khandwala

5. Mrs. Bhagyashree P. Khandwala

6. Mrs. Brinda P. Khandwala

9. As per information and explanation received there are no dues payable to Small Scale Industrial Undertakings as at March 31,2013.

10. Transaction in foreign currency: (In lacs)

Foreign travel expenses - Rs. 15.85, Previous year Rs. 2.03. Foreign Currency Income - Rs. 0.14, Previous year Rs. 0.32.

11. Debtors include:

(i) Due from a firm in which a director is interested as partner -Rs.152.85 lacs (Previous year Rs.152.85 lacs)

(ii) The above dues have arisen in the normal course of business.

12. Increase in Debtors & Creditors is in line with the growth of business. The creditors are largely from receipt of margin money from the clients while the debtors reflect the pattern of settlement period, wherein year-end date falls within to be settled period.

13. Managerial Remuneration:

(i) Remuneration to Managing Director

Salary and Other Allowances : Rs. 31.25 Lacs (P.Y. Rs. 31.25 lacs)

(ii) Sitting fees to other directors : Rs. 0.90 lacs (P.Y. Rs. 0.75 lacs)

14. Liability for Employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the accounting standard 15 (Revised) the details of which are as hereunder.

15. Contingent Liabilities :-

i) Preference dividends are in arrears from F.Y, 2008-09 to F.Y.2012-13 as aggregating to Rs. 1 Crores.

ii) Income Tax demand for Rs.31,88,103/-in respect of A.Y. 2006-07 were under dispute The co has preferred an appeal before CIT(A) Mumbai. Same are pending for hearing.

iii) Income Tax demand for Rs.7,80,365/-in respect of A.Y. 2007-08 were under dispute. The co. has preferred an appeal before CIT(A) Mumbai. Same are pending for hearing.

16. The figures for the previous period have been regrouped, rearranged or reclassified wherever necessary to conform to the current period''s presentation.

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Mar 31, 2012

1. The Company provides Portfolio Management Services (PMS) to its clients. Transactions on account of PMS activities are carried out exclusively on behalf of PMS clients. Therefore, assets and liabilities arising out of the above effectively belong to the PMS clients and hence are not reflected in the Company's accounts. Management fees earned/expenditure incurred by the Company from this activity is accounted for on an accrual basis.

2. Share Application Money of Rs. 216.69 Lacs (Previous year Rs. 216.69 Lacs) is outstanding for a period of 120 months as at the balance sheet date, for which financial statements are in the process of being obtained. The Company has initiated legal proceedings against the party to recover the application money.

3. Short-term deposits from companies of Rs.100.00 Lacs is subject to confirmation and subsequent adjustments, if any.

4. Short-term deposits to companies of Rs. 530.00 lacs together with interest accrued thereon Rs. 135.80 lacs (included in loans and advances) are subject to confirmation and subsequent adjustments, if any.

5. The Company has written back the amount of Rs.309.54 Lacs Out of the closing Provision of Doubtful Debts of last year of Rs.390.02/- Lacs, since these amounts represent old balances and management is of the opinion that these are not receivable now. The Closing Balance of Provision for doubtful debts now stands at Rs. 80.48/- Lacs.

6. There is a Mark to Market gain of Rs.1,25,750/- as on 31st March 2012 on account of Unrealised Gains on Future Contract. As per AS30, it has been accounted as Other Income and credited to the Income Statement.

7. Income from Operations include profit on sale of shares held as stock in trade of Rs.67 Lacs.

8. Debtors/ Creditors have been written off/ (written back) since these were old balances and are not receivable Rs. 1,19,37,153/- & payable Rs. 1,14,54,105/-, net effect of which is Rs. 4,83,047/-.

9. Fixed Assets having written down value of in the books of Rs. 6,32,324/-, have been written off, since the assets do not exist physically with the company.

10. The Lease period of Office Premises at Walkeshwar got over after Three years which was further renewable for a further period of two years. However due to adverse market conditions it was not renewed. The Assets lying at Walkeshwar Office were physically verified and then scrapped out. In the process loss of Rs. 29,18,607/-.

11. The net deferred tax assets is calculated as follows:

12. Segment Information

For management purposes, the Company is organized into two segments - Fee based and Investment/Stock. The Company has considered these two divisions as its business segments.

The Fee based division provides financial advisory services relating to mergers and acquisitions, equity and debt issue management, portfolio management and broking.

Investment and Stock division carries out trading, investing and speculation activities in capital markets (debt and equity) for the Company.

Fixed assets used in the Company's business are not identified to any of the reportable segments, as these are used interchangeably between segments and hence the fixed assets and depreciation are not allocated to any of the reportable segments.

As the entire business operations of the Company are conducted only in India, the Company has not reported any secondary segment information.

13. Related Party Disclosures Names of Related Parties:

A) Enterprises where control exists Associate Companies:

1. Trumonee Financial Ltd.

B) Enterprises in which key Managerial personnel exercise significant influence:

1. Jayantilal Khandwala & Sons

C) Enterprises controlled by the relatives of the Key Managerial Personnel:

1. Piggero Investments Pvt. Ltd.

2. Bentley Investments Pvt. Ltd.

3. Khandwala Commodity & Derivatives Pvt. Ltd.

D) Key Management Personnel:

1. Mr. Paresh J. Khandwala - Managing Director

2. Mr. P. J. Khandwala - HUF

E) Relatives of Key Management Personnel:

1. Mrs. Daxa P. Khandwala

2. Mr. Pratik P. Khandwala

3. Mr. Pranav P. Khandwala

4. Ms. Tulsi P. Khandwala

5. Mrs. Bhagyashree P. Khandwala

6. Mrs. Brinda P. Khandwala

14. As per information and explanation received there are no dues payable to Small Scale Industrial Undertakings as at March 31, 2012.

15. Transaction in foreign currency: (In lacs)

Foreign travel expenses - Rs. 2.03, Previous year Rs. 5.62

Foreign Currency Income - Rs. 0.30, Previous year Rs. 0.52

16. Debtors include:

(i) Due from a firm in which a director is interested as partner - Rs. 152.85 lacs (Previous year Rs.171.85 lacs)

(ii) The above dues have arisen in the normal course of business.

17. Increase in Debtors & Creditors is in line with the growth of business. The creditors are largely from receipt of margin money from the clients while the debtors reflect the pattern of settlement period, wherein year-end date falls within to be settled period.

18. Managerial Remuneration:

(i) Remuneration to Managing Director

Salary and Other : Rs. 31.25 Lacs Allowances (P.Y. Rs. 31.05 lacs)

(ii) Sitting fees to other directors : Rs. 0.75 lacs (P.Y. Rs. 1.00 lacs)

19. Liability for Employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the accounting standard 15 (Revised) the details of which are as hereunder.

20. The figures for the previous period have been regrouped, rearranged or reclassified wherever necessary to conform to the current period's presentation.

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Mar 31, 2011

1. The Company provides Portfolio Management Services (PMS) to its clients. Transactions on account of PMS activities are carried out exclusively on behalf of PMS clients. Therefore, assets and liabilities arising out of the above effectively belong to the PMS clients and hence are not reflected in the Company's accounts. Management fees earned/expenditure incurred by the Company from this activity is accounted for on an accrual basis.

2. Share Application Money of Rs. 216.69 Lacs (Previous year Rs. 216.69 Lacs) is outstanding for a period of 108 months as at the balance sheet date, for which financial statements are in the process of being obtained. The Company has initiated legal proceedings against the party to recover the application money.

3. Short-term deposits from companies of Rs. 100.00 Lacs together with interest accrued thereon Rs. 97.90 Lacs (included in unsecured loans) are subject to confirmation and subsequent adjustments, if any.

4. Short-term deposits to companies of Rs. 530.00 lacs together with interest accrued thereon Rs. 135.80 lacs (included in loans and advances) are subject to confirmation and subsequent adjustments, if any.

5. Company has made be provision of Rs. 390.02 Lacs (P. Y. Rs. 527.82 Lacs) towards bad and doubtful debt which is the opinion of management is adequate to cover the loss, if any, which may arise on realisation.

6. Fixed Assets of the value Rs. 1,81,559/- have been written off in the books, since the assets which represent the value written off in the looks do not exist physically with the company.

7. Segment Information

For management purposes, the Company is organized into two segments - Fee based and Investment/Stock. The Company has considered these two divisions as its business segments.

The Fee based division provides financial advisory services relating to mergers and acquisitions, equity and debt issue management, portfolio management and broking.

Investment and Stock division carries out trading, investing and speculation activities in capital markets (debt and equity) for the Company.

Fixed assets used in the Company's business are not identified to any of the reportable segments, as these are used interchangeably between segments and hence the fixed assets and depreciation are not allocated to any of the reportable segments.

As the entire business operations of the Company are conducted only in India, the Company has not reported any secondary segment information.

8. Related Party Disclosures

Names of Related Parties: A) Enterprises where control exists Associate Companies: 1. Trumonee Financial Ltd.

B) Enterprises in which key Managerial personnel exercise significant influence: 1. Jayantilal Khandwala & Sons 2. STP Domain Technologies Pvt. Ltd.

C) Enterprises controlled by the relatives of the Key Managerial Personnel: 1. Piggero Investments Pvt. Ltd. 2. Bentley Investments Pvt. Ltd. 3. Khandwala Commodity & Derivatives Pvt. Ltd.

D) Key Management Personnel: 1. Mr. Paresh J. Khandwala - Managing Director 2. Mr. P. J. Khandwala - HUF

E) Relatives of Key Management Personnel: 1. Mrs. Daxa P. Khandwala 2. Mr. Pratik P. Khandwala 3. Mr. Pranav P. Khandwala 4. Ms. Tulsi P. Khandwala 5. Mrs. Bhagyashree P. Khandwala 6. Mrs. Brinda P. Khandwal

9. As per information and explanation received there are no dues payable to Small Scale Industrial Undertakings as at March 31, 2011.

10. Transaction in foreign currency: (In lacs) Foreign travel expenses - Rs. 5.62, Previous year Rs. 11.66 Foreign Currency Income - Rs. 0.52, Previous year Rs. 1.07

11. Debtors include: (i) Due from a firm in which a director is interested as partner - Rs.143.19 lacs (Previous year Rs.143.19 lacs) (ii) The above dues have arisen in the normal course of business.

12. Increase in Debtors & Creditors is in line with the growth of business. The creditors are largely from receipt of margin money from the clients while the debtors reflect the pattern of settlement period, wherein year-end date falls within to be settled period.

13. Managerial Remuneration: (i) Remuneration to Managing Director Salary and Other Allowances : Rs. 31.05 Lacs (P.Y. Rs. 31.05 lacs) (ii) Sitting fees to other directors : Rs. 1.00 lacs (P.Y. Rs. 0.90 lacs)

14. Other Income also includes Provisions amounting to Rs. 45.49 Lacs which is not payable by the company and hence offered for tax.

15. Hithertofor company has adopted the policy of not allowing carried forward of unavailed leave by employees and the same lapses if not unlisted during the year. As the company does not allow encashment of leave no provision there of has been made during the year.

16. The figures for the previous period have been regrouped, rearranged or reclassified wherever necessary to conform to the current period's presentation

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Mar 31, 2010

1. The Company provides Portfolio Management Services (PMS) to its clients. Transactions on account of PMS activities are carried out exclusively on behalf of PMS clients. Therefore, assets and liabilities arising out of the above effectively belong to the PMS clients and hence are not refected in the Companys accounts. Management fees earned/expenditure incurred by the Company from this activity is accounted for on an accrual basis.

2. Share Application Money of Rs. 216.69 Lacs (Previous year Rs. 216.69 Lacs) is outstanding for a period of 96 months as at the balance sheet date, for which fnancial statements are in the process of being obtained. The Company has initiated legal proceedings against the party to recover the application money.

3. Short-term deposits from companies of Rs. 100.00 Lacs together with interest accrued thereon Rs. 150.45 Lacs (included in unsecured loans) are subject to confrmation and subsequent adjustments, if any.

4. Short-term deposits to companies of Rs. 530.00 lacs together with interest accrued thereon Rs. 135.80 lacs (included in loans and advances) are subject to confrmation and subsequent adjustments, if any.

5. Debtors include debts exceeding six months aggregating Rs. 2,446.13 Lacs of which Rs. 68.47 lacs are debtors against whom legal action has been initiated/is in progress. In aggregate, an amount of Rs. 527.82 Lacs (P. Y. Rs. 527.82 Lacs) had been provided in respect of the debts exceeding six months, which in the opinion of management is adequate to cover the loss, if any, which may arise on realisation.

6. Segment Information

For management purposes, the Company is organized into two segments - Fee based and Investment/Stock. The Company has considered these two divisions as its business segments.

The Fee based division provides financial advisory services relating to mergers and acquisitions, equity and debt issue management, portfolio management and broking.

Investment and Stock division carries out trading, investing and speculation activities in capital markets (debt and equity) for the Company.

Fixed assets used in the Companys business are not identified to any of the reportable segments, as these are used interchangeably between segments and hence the fixed assets and depreciation are not allocated to any of the reportable segments.

As the entire business operations of the Company are conducted only in India, the Company has not reported any secondary segment information.

7. Related Party Disclosures Names of Related Parties:

A) Enterprises where control exists Associate Companies:

1. Trumonee Financial Ltd.

B) Enterprises in which key Managerial personnel exercise signifcant infuence:

1. Jayantilal Khandwala & Sons

2. STP Domain Technologies Pvt. Ltd.

C) Enterprises controlled by the relatives of the Key Managerial Personnel:

1. Piggero Investments Pvt. Ltd.

2. Bentley Investments Pvt. Ltd.

3. Khandwala Commodity & Derivatives Pvt. Ltd.

D) Key Management Personnel:

1. Mr. Paresh J. khandwala - Managing Director

2. Mr. P. J. Khandwala - HUF

E) Relatives of Key Management Personnel:

1. Mrs. Daxa P. Khandwala

2. Mr. Pratik P. Khandwala

3. Mr. Pranav P. Khandwala

4. Ms. Tulsi P. Khandwala

5. Mrs. Bhagyashree P. Khandwala

6. Mrs. Brinda P. Khandwala

8. As per information and explanation received there are no dues payable to Small Scale Industrial Undertakings as at March 31, 2010.

9. Transaction in foreign currency: (In lacs)

Foreign travel expenses – Rs. 11.66, Previous year Rs. 10.63

Foreign Currency Income – Rs. 1.07, Previous year Rs. 88.22

10. Debtors include:

(i) Due from a frm in which a director is interested as partner - Rs.143.19 lacs (Previous year Rs.143.19 lacs)

(ii) The above dues have arisen in the normal course of business.

11. Increase in Debtors & Creditors is in line with the growth of business. The creditors are largely from receipt of margin money from the clients while the debtors refect the pattern of settlement period, wherein year-end date falls within to be settled period.

12. Pursuant to the approval of the shareholders at the Extra Ordinary General Meeting of the company held 3rd December 2007, the company has allotted 18,41,000 share warrants as per the preferential allotment guidelines of SEBI at Rs. 48/- each aggregating Rs. 8,83,68,000/- , out of which 10% has been received at the time of allotment of the share warrants. The balance amount pertaining to 5,56,000 share warrant was received on or before 31st March 2008 and consequently, 5,56,000 warrants were converted into 5,56,000 equity share of Rs.10/- each at a premium of Rs. 38/- per share. The option to convert into equity shares was available only upto 1st July, 2009. So the board of directors passed a resolution at their Board Meeting on 10th July, 2009 to enable the forfeiture of the amount received as 10% upfront from the 12,85,000 warrant holders @ 4.80 per warrant. So we have forfeited Rs. 61,68,000/- which was lying in the Share Application Account. This amount has been added to the "Reserves and Surplus" as a Convertible Warrant Forfeiture Account.

13. Miscellaneous Expenses of Rs. 43,87,199/- includes an exceptional item of Rs. 40 Lakhs, which is a one time settlement charge of an old SEBI case. This explains why the miscellaneous expenses jumped up in the Financial Year 2009-10.

14. Managerial Remuneration:

(i) Remuneration to Managing Director

Salary and Other Allowances : Rs. 31.05 Lacs (P.Y. Rs. 34.71 lacs)

(ii) Sitting fees to other directors : Rs. 0.90 lacs (P.Y. Rs. 0.80 lacs)

15. Prior Period Expenses represent commission paid to Director for Rs.7,93,802/- for the fnancial year 2007- 2008.

16. The fgure of other income includes Income tax interest refunded U/S 234C of Rs. 30,75,651/- for the A.Y. 2000- 2001 as per CIT Order U/S 119(2)(a).

17. Liability for Employee has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the accounting standard 15 (Revised) the details of which are as hereunder.