Directors Report of Market Creators Ltd.

Mar 31, 2024

Your Directors are pleased to present their 32^nd Board’s Report together with the Audited Financial
Statements for the financial year ended on 3F'' March, 2024.

FINANCIAL SUMMARY:

tRs. in Lakhs exceot Eamine Dcr Shard

Particulars	Current Year	Previous Year
	(2023-24)	(2022-23)
Revenue from Operation	665.83	522.10
Other Income	131.56	138.46
Total Revenue	797.38	660.56
Less: Expenses excluding Depreciation	790.19	641.29
Profit before Depreciation and Tax	7.19	19.27
Less: Depreciation	6.05	5.10
Profit before Tax	1.14	14.17
Less: Provision for Taxation (Including Deferred Tax)	1.17	1.32
Less: Prior period adjustments	3.20	3.60
Profit after Tax and Exceptional items	(3.23)	9.25
Earnings per Share (Rs.)	(0.03)	0.09

PERFORMANCE OF THE COMPANY

Company’s revenue from operations for the financial year amounted to Rs. 665.83 lakhs as against previous
year’s revenue from operations of Rs. 522.10 lakhs. The Profit before exceptional items and tax is Rs. 1.14
lakhsas against Rs. 14.17 Lakhs of last Year. Profit for the year is (Rs. 3.23) Lakhs as against Rs. 9.25 Lakhs
of last year.

DIVIDEND

The Board of Directors has not recommended any dividend on the Equity Shares of the Company during the
year under review.

SHARE CAPITAL

There was no change under the Share Capital during the year under review as the Company has not issued
any shares including Equity Shares, Shares with Differential Voting Rights, Stock Options, Sweat Equity,
etc. The Company has not bought back any equity shares during the year 2023-24.

NATURE OF BUSINESS

There was no change in the nature of business during the Financial Year under review.

DEPOSITS

During the FY 2023-24, The Company has not accepted deposits from public within the meaning of Section
73 of the Companies Act, 2013 also no unsecured loan accepted from its directors and relative of directors
under sub rule 1 clause (C) sub clause (Viii) of rule 2 of Companies (Acceptance of Deposits) Rules 2014.

BOARD EVALUATION

Annual performance evaluation of die Board of Directors, its committees and all die Directors individually
were done in accordance with the performance evaluation framework adopted by the Company and a
structured questionnaire was prepared after taking into consideration the various aspects of the Board’s
functioning, composition of the Board and its Committees, culture, execution and performance of specific
dudes, obligations and governance. The performance evaluation framework sets out the performance
parameters as well as the process of the performance evaluadon. Pursuant to the provisions of the Companies
Act, 2013, a separate Meeting of Independent Directors was held during the year to review (i) performance
of the Non-Independent Directors and the Board of Directors as a whole (ii) performance of the Board
Committees (iii) performance of the Chairperson of the Company, taking into account the views of
Executive Directors and Non-Execudve Directors (iv) assess die quality, quantity and timeliness of flow of
information between the Management and the Board of Directors that is necessary for the Board of Directors
to effectively and reasonably perform its dudes. The Board of Directors expressed satisfaction with the
evaluation process.

DIRECTOR S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of its knowledge
and ability would like to state that:

(a) In die preparation of the Annual Accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

(b) They had selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a true & fair view of die state of affairs of die
company at the end of the financial year and of the profit of the Company for that period ;

(c) They had 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 & other irregularities;

(d) They had prepared the Annual Accounts on a going concern basis;

(e) They had laid down Internal Financial Controls to be followed by the Company and such internal
financial controls are adequate and are operating effectively;

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

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the
Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with
reference to the financial statements to be disclosed in the Board''s report. To ensure effective Internal
Financial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously

taken by the management and corrective actions are taken immediately. Any amendment is regularly
updated by internal as well as external agencies in the system.

3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is
reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure
accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets
is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of
Directors for review and necessary action.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

Company docs not have any Subsidiary, Joint venture or Associate Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the
Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the details of which would need to be mentioned in the
Board’s report.

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION
UNDER SECTION 149(6) GIVEN BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by
the Company.

All the Independent Directors of the Company have given their declarations stating that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of the
Board, the Independent directors meet the said criteria.

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications,
experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for
the purpose of attending meetings of the Board /Committee of the Company.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013, the Company has placed a copy of the annual
return on its website and the same is available in the Investors Section on www.sharemart.co.in.

DETAILS OF DIRECTORS APPOINTED/RESIGNED DURING THE YEAR

There was no appointment or Resignation of any Director during the year under review.

Mr. Amal Patel, Mr. Prakash Juthani and Mr. Hemant Shall has resigned from the post of Directorship w.e.f.
September 3, 2024.

Mrs. Kinnari Patel and Mr. NishantBipinRamani appointed as Additional Director w.e.f. September 3, 2024.
NUMBER OF MEETINGS OF THE BOARD

The details of Board Meetings convened during the year along with other details of Board Meetings held are
given in Corporate Governance Report, which forms the integral part of this Annual Report. The maximum
interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

COMMITTEES OF THE BOARD

As on 31^st March, 2024, the Board had three committees viz. the Audit Committee, the Nomination and
Remuneration Committee and die Stakeholder Relationship Committee. A majority of the committees
consist entirely of independent directors. During the year, all recommendations made by die committees
were approved by the Board.

A detailed note on composition of Board and its committees is provided in the Corporate Governance
Report.

CORPORATE GOVERNANCE

Corporate Governance refers to a set of systems, procedures and practices which ensures that the company is
managed in die best interest of all stakeholders i.e. shareholders, employees, customers and society on
general. Fundamentals of corporate governance include transparency, accountability and independence. Your
directors strive to maintain high standards of Corporate Governance in all its interactions with its
stakeholders. The Company has complied with the Corporate Governance norms as stipulated under the
SEBI (Lisdng Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate
Governance for the year ended 31^st March, 2024, in terms of Regulation 34(3) read with Section C of
Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Annual Report and annexed as “Annexure - T. The requisite certificate
from the Auditors of the Company confirming compliance with the conditions of Corporate Governance
forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met four (4) times during the Financial Year. The meeting details are provided in the Corporate
Governance Report that forms part of this Annual Report. The maximum interval between any two meetings
did not exceed 120 days, as prescribed by the Companies Act, 2013.

STATUTORY AUDITORS

The Shareholders at their 28^th Annual General Meeting (AGM) held on 23^rd September, 2020 had approved
the appointment of M/s. Shah & Talati, Chartered Accountants, (Firm Registration No. 120183W), Statutory
Auditors to hold office for the period of five years from the conclusion of 28^lh AGM till the conclusion of
33^rd Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provision 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 Board at its meeting
held on 23^rd May, 2022 had appointed M/s K H Rao & Co., Practicing Company Secretary to conduct
Secretarial Audit for the financial year ended March 31, 2024. There was no qualification or adverse remarks
made by the auditor in their report and the said Secretarial report are annexed which is forming part to this
report as “Annexure - III”.

INTERNAL AUDITOR

The Board of Directors appointed M/s Sheetal Samriya & Associates, Chartered Accountant (FRN:
011478C) as the Internal Auditors of the Company for F.Y 2023-24 up to 29^th February, 2024.

COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made either by die Auditors or by the
Practicing Company Secretary in their respective reports.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are
given in the notes to Financial Statements forming part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE COMPAIES ACT, 2013

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 with the Promoters, Directors and Key Managerial Personnel 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.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There were no material changes and commitments affecdng the financial position of the Company occurred
between the end of the financial year of the Company to which this financial statement relate and on the date
of this report.

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made by the either by the Auditors or by the
Practicing Company Secretary in dieir respective reports.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There were no material and significant 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

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import
substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of
the financial year)

a) the details of technology imported: None

b) the year of import: N.A.

c) whether the technology been fully absorbed: N.A.

d) if not fully absorbed, areas where absorption has not taken place, and there ason thereof:

N.A.

iv. the expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning: NIL
Foreign Exchange Outgo: NIL

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the
Company. However, as per section 134 (3) (n) of Companies Act 2013, the company regularly maintains a
proper check in normal course of its business regarding risk management.

Your Company has a well-defined risk management framework in place. The risk management framework
works at various levels across the Company. These levels form the strategic defence cover of the Company’s
risk management. The Company has a robust organisational structure for managing and reporting on risks.
The Risk Management process has been established across die Company and is designed to identify, assess
and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across
all the major functions and revolves around the goals and objectives of the Company.

Currendy, die company does not identify any element of risk which may threaten the existence of the
company.

FORMAL ANNUAL EVALUATION

Nomination and Remuneration Committee annually evaluates the performance of individual Directors,
Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the
Board also regularly in their meetings held for various purposes evaluates the performance of all the
Directors, committees and the Board as a whole.

The Board considers die recommendation made by Nomination and Remuneration Committee in regard to
the evaluation of board members and also tries to discharge its duties more effectively. Each Board
member’s contribution, their participation was evaluated and the domain knowledge they bring. They also
evaluated the manner in which the information flows between the Board and the Management and the
manner in which die board papers and other documents are prepared and furnished.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not
applicable on the company. Therefore, the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does
not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil
mechanismAVhistle Blower Policy for Directors and employees of the Company to report genuine concerns
regarding unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct and
ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee
in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in
order to ensure adequate safeguards to employees and Directors against victimization. The said policy is also
available on the website of the Company at httns://www.sharemart.co.in .

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at ''work place, the Company has adopted a policy for
prevention of Sexual Harassment of Women at workplace and has set up Committee for
implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redrcssal) Act, 2013. Your Director''s state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Rcdressal) Act, 2013 and the Company has complied with the provisions relating to the
constitution of internal complaints committee under the aforesaid Act.

INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on March 31, 2023, there is no application made or any proceeding
pending under the Insolvency and Bankruptcy code, 2016.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34
read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section and forming part of this Annual Report
annexed as “Annexure - IP.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively. The Company confirms Compliance with the applicable requirements of
Secretarial Standards 1 and 2.

SHARE TRANSFER SYSTEM:

The Company’s investor services are handled by Linkintime India Pvt. Ltd. who is the Company’s RTA.
Pursuant to SEBI press release dated December 3, 2018, except in case of transmission or transposition of
securities, requests for effecting transfer of securities after April 1, 2019, shall not be processed by the
Company unless these curities are held in the dematerialized form with a depository.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Internal Financial Controls are an integral part of the management process addressing financial and financial
reporting risks. The internal financial controls have been embedded in the business processes. Such internal

financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and
detection of frauds and errors, the accuracy and completeness of accounting records and the timely
preparation of reliable financial information. Appropriate review and control mechanism are built in place to
ensure that such control systems are adequate and are operating effectively.

The board of directors have instituted / put in place a framework of internal financial controls and
compliance systems, which is reviewed by the management and the relevant board committees, including the
audit committee and independently reviewed by the internal, statutory and secretarial auditors.

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board and General Meetings of the Company.

COMPLIANCE CERTIFICATE

The CEO and CFO have certified to the Board with regard to the Financial Statements and other matters as
required under Regulation 17(8) read with Part B of Schedule IT to the SEBI Listing Regulations.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees of your Company is in receipt of remuneration
requiring disclosure pursuant to the provisions of Section 197 read w''ith the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014; hence no such particulars are annexed.

FAMILIARIZATION POLICY

The Company has an orientation process/familiarization programme for its independent directors with
emphasis on:

• Roles, Rights and Responsibilities - Board dynamics & functions

• Strategy, Operations and functions of the Company

As a process w''hen a new independent director is appointed, a familiarization programme is conducted by the
senior management team and also w''henever a new member is appointed to a Board Committee, information
relevant to the functioning of the Committee and the role and responsibility of Committee members is
informed.

The Independent Directors have attended such orientation process/ familiarization programme. The Board
and Committee meetings of the Company are held at least on a quarterly basis and members of the Board
meet key functional/business heads separately to get themselves more familiarized with the
business/operations and challenges faced by the industry on an ongoing basis.

The details of training and familiarization program conducted during the year are provided on the w''ebsite of
the Company at www .sharemart.co.in.

CODE OF CONDUCT

The Board of Directors has laid dowm the code of conduct for all Board Members and members of the senior
Management of the Company.The members of the board and senior management personnel have affirmed
the compliance with the Code applicable to them during the year ended 31''¹ March, 2024. The Annual Report
contains declaration to this effect signed by Mr. Kalpesh Shah, Director and Chief Executive Officer of the
Company.

A CKNO WLEDGMENTS

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
For Market Creators Limited

Dr. J. H. Shah
Chairman

Date: 29^th July, 2024
Place: Vadodara

---

Mar 31, 2014

Dear Members,

The Directors present herewith their 22nd Annual Report on the affairs of the company together with the audited statement of accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

The working results of your company for the financial year under report are as under:

(RS. in Lacs)

Particular Current Year Previous Year (2013-2014) (2012-2013)

Total Income 583.88 499.13

Profit before finance cost, depreciation and taxation 154.65 115.66

Financial Cost 131.75 101.84

Depredation 17.12 8.03

Net profit / (loss) for the year before exceptional item 5.78 5.74

Add: Exceptional Item - -

Net profit / (loss) for the year after exceptional item 5.78 5.74

Less: Taxation -2.57 0.19 Net profit / (loss) for the year after taxation 8.34 5.55

Add: Balance brought forward from the previous Year 69.42 63.86

DIVIDEND:

In view of the current market scenario your Board does not recommend any dividend.

OPERATION / ACHIEVEMENTS / FUTURE PROSPECTS:

As you are aware that stock market both in India and abroad has been passing through great turmoil. Your company inspite of all hike-ups has done well. As the company is the member of National Stock Exchange of India Limited in Capital, F & O segment and Currency derivatives segment and the Member of Bombay Stock Exchange Limited in Capital and F & O segment, and also has acquired Depository Participants stains with The Central Depository Services (India) Limited and its associate is the Member of Multi Commodity Exchange of India Limited and National Commodity & Derivatives Exchange Limited. Moreover, your company has also entered into the business of Merchant Banking. Your company has expanded its presence and the prospects of the company and its business looks robust.

PARTICULARS OF EMPLOYEES:

As there was no employee who is drawing remuneration of Rs.2,00,000/- per month or Rs. 24,00,000/- per annum. No particulars arc required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975 as amended,

AUDITORS:

The Retiring Auditors of the company, SHAH & TALAT1 - Chartered Accountants are eligible for reappointment. The company has reedved a certificate to the effect that their appointment will be in accordance with section 224( 1B) of the Companies Act, 1956.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under Section 217(2AA)of the Companies Act, 1956. your Directors hereby confirm that,

a) In the preparation of these Annual Accounts, applicable Revised Schedule VI to the Companies Act 1956 and applicable accounting policies and standards have been followed,

b) These accounting policies are applied consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company as on 31st March, 2014 and in the case of Profit and Loss Account, of the loss of the company for the year ended on that date.

c) Proper and sufficient cate has been taken, for the maintenanoe of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

d) These annual accounts have been prepared on a "going concern" basis.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance is made part of this report and a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report. Also a certification by the Whole-time director (CEO) confirming compliance by all the Board members & Senior Management Personnel with company''s code of conduct are made a part of the Annual Report and is annexed here with.

The basic objective of corporate governance is ensuring commitment of the Board of Directors in managing the company in a transparent manner for maximizing long term shareholder value. A detailed report on the status of implementation of the Corporate Governance is as under:

Report on Corporate Governance:

1. Company''s Philosophy on Code of Governance:

The basic philosophy of corporate governance in the company is to achieve business excellence and enhance shareholders value. Our employees are committed to offer efficient and courteous service, to promote excellence and improvement in the quality of service. We value our customers'' feedback. The Company also respects the inalienable rights of its investors and other stakeholders to information on the performance or the Company based on highest professional, ethical and financial reporting standards.

As per guidelines applicable, Board of Directors'' composition in terms of Interested Directors and independent Directors is in accordance with the listing requirement.

2. Board of Directors :

The Present strength of the Board of'' Directors is Seven (7), out of which Tour (4) are Independent Non-Executive Directors, The remaining Three (3) Directors comprises of One Executive Chairman and other two are Whole-time Director, The constitution of the Board confirms compliance in respect of appointing independent directors in terms of Clause 49 of the Listing Agreement,

During the financial year ended 31st March, 2014, Four (4) Board Meetings were held as per Statutory requirements on 30th May, 2013, 31Sl July, 2013, 31st October, 2013 and 31st January, 2014. The maximum time gap between any two meetings was not more than four months.

The composition of the Board of Directors, the attendance of each Director on Board Meetings & the Annual General Meeting (ACM) and also the number of other Board of Directors or Board Committees of which he is Member/Chairman, are as under:

Name of the Category Attendance Director Particular Board Last Meetings AGM

Dr. Jayantilal Whole Time 4 Yes H. shah Director/Chairman

Mr. Rashmikant Whole Time 4 Yes Acharya Director

Mr. Kalpesh J. Whole Time 4 Yes shah Director

Mr. Narendra R. Independent 4 Yes Shah Director

Mr. Chirag J. Independent 4 Yes Patel Director

Mr. Amal R. Independent 4 Yes Patel Director

Mr. Prakashchandra Independent 4 Yes G.Juthani Director



Name of the No. of other Directorships and Committee Director Memberships/Chairmanships

Other Committee Committee Directorships Memberships Chairmanships

Dr. Jayantilal 1 NIL NIL H. shah

Mr. Rashmikant 1 NIL NIL Acharya

Mr. Kalpesh J. 1 3 NIL shah

Mr. Narendra R. 1 NIL NIL shah

Mr. Chirag J. 1 NIL 3 Patel

Mr. Amal R. NIL 3 NIL Patel

Mr. Prakashchandra NIL NIL NIL G.Juthani

Notes:

(i) None of the above Directors is a member in more than 10 committees or acts as Chairman of more than 5 Companies across all Companies in which he is a Director.

(ii) Number of other Directorships held by the Directors, as mentioned above, do not include alternate directorships and directorships held in foreign companies, Section 25 companies and Indian private limited companies besides trustee/membership of managing Committees of various trusts and other bodies and are based on the latest declarations received from the Directors, The details of Committee Membership/ Chairmanship is in accordance with revised clause 49 of the Listing Agreements and reflects the Membership/ Chairmanship of the Audit Committee and Share holders/lnvestors'' Grievance Committee alone of all other Public Limited Companies.

The Company has a system to circulate and provide adequate information to the Board including as required under Annexure-IA of Clause 49 of the Listing Agreement(s) to enable the Board to take informed decisions. The compliance report of all laws applicable to the Company as prepared and complied by the Compliance Officer is circulated to all the Directors along with the Agenda and placed/reviewed in each Board Meeting.

The Board has laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company and the same has been posted on the website of the Company.

3. Remuneration Committee:

The Remuneration Committee constituted in pursuance of the provisions of the Listing Agreement and Schedule XIII to the Companies Act, 1956, consisting of two Non-executive Independent Directors and one Executive Director, Chaired by Mr. Chirag J. Patel, Mr. Amal R. Patel and Mr. Kalpesh J. Shah are members of the committee. The Remuneration Committee of the company is empowered to recommend/review the remuneration packages of Managing/Whole time directors including executive directors and the relatives of directors based on their performance and on review of their achievements.

The terms of reference of the Remuneration Committee are as per the guidelines of the Central Government/ Listing Agreement with Stock Exchange, The Committee met on 30th May, 2013 and on 31st October, 2013 during the year the Committee has suggested revising the remuneration of Dr. Jayandlal H. Shah, Mr. Rashmikant G Acharya, Mr. Kalpesh J. Shah, Smt. Neela J. Shah, Smt. Vaishali K. Shall, Smt. Bina R. Acharya and MS. Priyanka R. Acharya from 01.04.2014 subjected to the approval of the Board and Shareholders.

Board recommends that the current members of the committee are to be continued.

* Remuneration to the Directors :

At present, the Company does not have any policy for payment of remuneration to non-executive directors including non executive independent directors except by way of sitting fees. the details of remuneration paid to all the Directors for the financial year ended on 31st March, 2014, arc set out below:

Name of Director Sitting Fees Remuneration Total (RS.)

Dr.J.H.Shah Nil Nil Nil

Mr. Rashmi Acharya Nil Nil Nil

Mr. Kalpesh J. Shah Nil 573278/- 573278/-

Mr. Narendra R. Shah 4000/- Nil 4000/-

Mr. Amal R. Patel 12000/- Nil 12000/-

Mr. Chirag J. Patel 12000/- Nil 12000/-

Mr. Prakashchandra G.Juthani 4000/- Nil 4000/-

4. Audit Committee of the Board :

The Audit Committee of the Board was constituted oil 30-04-2007. Presently the Audit Committee comprises of three Directors chaired by an independent director Mr. Chirag J. Patel, Besides Executive Director Mr. Kaipesh J. Shah and an independent director Mr. Amal R. Patel are members of the committee.

The Audit Committee is a bridge between the Board of Directors and the company. The Committee held four meetings during the year on 30th May, 2013,3st July, 2013,31st October, 2013 and 31st January, 2014. All the members of the committee attended the aforesaid meetings.

The role and the terms of reference of the Audit Committee covers the areas mentioned under Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956. These include: Overseeing the company''s financial reporting process and the disclosure of financial information: Review of annual and quarterly financial statements with the management before submission to the Board of Directors; Review of the Adequacy of internal control systems with the management, external and internal auditors and review of the company''s financial risk, and management policies; Verification of the securities under investment portfolio and ensuring sound functioning, compliance with various statutory laws; and Provide an open Avenue of communication between the Independent Auditor, Internal Auditor and the Board of Directors.

Board recommends that the current members of the committee are to be continued.

5. Investors/Shareholder Grievance Committee:

The committee constituted by the Board comprises of Mr. Chirag J. Patel, a non-executive independent director as Chairman, and Mr. Amal R. Patel, a non-executive independent director with Mr. Kalpesh J. Shah, an executive director, as its members.

The committee held Two (2) meetings during the year on 31st October. 2013 & 31st January, 2014. All the members of the committee attended the aforesaid meetings.

The committee looks into various matters relating to - Expeditious redressal of investor''s grievances; Transfer and transmission of shares; Issue of duplicate share certificates; Approval of split and consolidated requests; Review of shares dematcrialized; and All other matters related to shares.

During the year 2013-2014, all complaints received, have been redressed to the satisfaction of the complainants. There were no outstanding complaints as on the date of the Balance sheet. All valid requests for share transfers received during the year have been acted upon and there were no shares pending for transfer as on March 31, 2014.

Board recommends that the current members of the committee are to be continued.

6. General Body Meetings :

The location and time of the General Meetings held during the last three years is as follows:

AGM/ Date Venue Time No. of special EGM resolution passed

AGM 30/09/11 "Creative Castle", 70, 4.30 Nil Sampatrao Colony, p.m. Productivity Road, Vadodara - 390 007.

AGM 29/09/12 "Creative Castle", 70, 11.30 Nil Sampatrao Colony, a.m. Productivity Road, Vadodara - 390 007.

AGM 30/09/13 "Creative Castle", 11.30 Nil 70, Sampatrao Colony, a.m. Productivity Road, Vadodara - 390 007.

7. Notes on Directors seeking Appointment/Re-appointment:

The board of directors has proposed to appoint following directors, in accordance with the applicable laws, rules and regulations, in the Annual General Meeting:-

i. Mr. Narendra R. Shah - retiring by rotation - reappointment.

ii. Mrs. Neela Jayanlilal Shah, as a woman Director.

iii. Mr. Yatish Harkisondas Shah as a Director.

iv. Mrs. Bina Rashmikant Achaiya as an Alternate Director.

v. Mr Hemant Prabhakar Shah as an Independent Director.

vi. Dr, Jayantilal Harkisondas Shah, as a Whole Time Director.

vii. Mr. Rashmikant Gajendraprasad Achaiya, as a Whole Time Director.

viii. Mr. Kalpesh Jayantilal Shah, as a Whole Time Director.

8. Disclosures:

* There are no materially significant related party transactions entered into by the company with its Promoters, Director, or Management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the company at large. The register of contracts containing the transactions in which the Directors are interested is placed before the Board regularly for its approval.

* Transactions with the related parties arc disclosed in Note 2.21 to the financial statements in the Annual report.

* The Company has generally complied with all the mandatory requirements as specified in the revised Clause 49 to the extent these apply and extend to the Company.

* In the preparation of the financial statements, the Company has followed the Accounting Standards issued by the ICAI. The significant accounting policies applied in preparation and presentation of financial statements has been set out in Note 1 forming part of the financial statements.

* The Company has laid down procedures to inform the Board Members about the risk assessment and minimization procedures covering the entire gamut of business operations of the Company and the same have been reviewed by the Board during the year.

* The designated Senior Management Personnel of the Company have disclosed to the Board that no material, financial and commercial transactions have been made during tire year under review in which they have personal interest, which may have apotential conflict with the interest of the Company at large.

* The CEO (Whole-time Director) has furnished a Certificate to the Board for the year ended 31st March, 2014 in compliance with the revised Clause 49 V of the Listing Agreement(s), as amended.

* During the last three years, there were no strictures of penalties imposed by either the Securities Exchange Board of India or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets. Except amount charged by the National Stock Exchange of India Ltd. and Bombay Stock Exchange Ltd, as a member in Capital and Derivative segment payable by dealer member and amount is insignificant when compared to the size of operation in the market.

9. Means of Communication:

* Half Yearly report sent to No each Mo household of Shareholders.

* Which newspaper normally Western Times (English & vernacular published in languages editions)

* Any website, where displayed. No - As required by SEBI and the listing agreement, the Company has been regularly filing the required financial and other Information on the Electronic Data Information Filing and Retrieval (EDIFAR) website www.sebiedifar.com maintained by SEBI/National Informatics Centre.

* Presentation made to Yes, Results as per Clause 41 of the Listing Agreement are sent Institutional Investors or the to the Stock Exchanges at Mumbai where shares of thenAnalyst. company listed.

* Whether the Management No Discussion and Analysis Report is part of the Annual report or not.

10. General Shareholder information :

* Annual General Meeting

AGM Date 30th September, 2014

Time 11.30 a.m.

Venu Regd, Office: "Creative Castle", 70, Sampatrao Colony, Opp. Masonic Hall, Off. Productivity Road, Vadodara - 390007

10. General Share holder information:

* Financial Calendar: (Tentative Schedule) (April 2014-2015)

a) Results for the Quarter On or before July 31, 2014 ended June 30, 2014

b) Results for the Quarter On or before October 31, 2014 ended September 30, 2014

c) Results for the Quarter On or beforeJanuary 31, 2015 ended December 31, 2014

d) Results for the Quarter On or before May 30, 2015 and year ended March 31, 2015

* Date of Book Closure From 24.09.2014 to 26.09.2014 (Both days indusive)

* Listing on Stock Exchange The Bombay Stock Exchange Ltd.

* Stock Code 526891

* Demat ISIN Number in NSDL and CDSL for Equity Shares INE 944C01017

* Registrars and Share Transfer Agents:

Dealing Office Reg. Office

Link Intime India Pvt Ltd Link In time India Pvt B-102 & 103, Shangrila Ltd C-13, Pannalal Silk Complex, Near Radhakrishna Mills Compound, L.B.S. Marg, Char Rasta, Akota, Bhandup (West), Mumbai 400 078 Vadodara - 390 020

* Share Transfer System :

Transfer of shares are processed by the share transfer agents and approved by the share transfer committee called as "Investors/Shareholders Grievance Committee", which meets at frequent intervals.

* Distribution and Shareholding Pattern as on March 31,2014 is as follows:

No. of Shareholders in the physical mode 4,67,554 9.35%

No. of Shareholders in the electronic mode 45,32,446 90.65%

Total 50,00,000 100.00%

* Shareholding Pattern as on March 31,2014 is as folows:

Category No. of Shares %

Director''s and their Relatives'' 35,79,592 70.66%

Companies in which the Directors are interested Nil Nil

Non-Resident Indians 87,389 1.75%

General Public 13,94,540 27.59%

Total 50,00,000 100.00%

* Dematerialization of shares 90.6489% of the paid up and liquidity : capital has been Dematerialized as on 31st March, 2014.

* Address for Correspondence : Market Creators Limited "CreativeCastle", 70, Sampatrao Colony, Opp. Masonic Hall Productivity Road, Vadodara-390007.

CONSERVATION ENERGY, TECHNOLOGIES ABSORPTION, FOREIGN EXCHANGE, EARNINGS AND OUTGO.

Prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption as per section 217(1)(C) of the Companies Act, 1956 read with the company''s (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not provided, as same is not applicable to your company.

LISTING OF THE COMPANY''S SHARES:

The Equity shares of your company continue to be listed during the year under review at the Bombay Stock Exchange Limited. The company has paid the Annual listing fees for the financial year 2014-15. The company shares arc dematerialized for providing better services to the shareholders. Your company, looking into various guidelines issued by the Slock Exchange and consequent to amendments in listing norms, as part of good governance is complains to all the requirements.

ACKNOWLEDGEMENT:

The company''s relation with the staff remained cordial during the year. Your Directors expect that cordial relations with the employees will continue and will help in achieving the objectives of The company and place on record the appreciation for the dedicated services rendered by the executives, the staffs and other employees of the company.

Your Directors wish to place on record their appreciation for the timely support and co-operation received from the Government and Semi-government agencies and other associates, particularly SEBl, Office of the Registrar of the Companies, Financial Institutions, Bankers. Brokers, Officers & NSEIL, NSCCL, NSDL, BSE, CDSL, Professionals etc, who helped the company to meet with requirements from time to time.

By Order of the Board

S/d Place: Vadodara, Dr. J. H. Shah Date : 31st May, 2014 Chairman

---

Mar 31, 2010

The Directors present herewith their Eighteenth Annual Report on the affairs of the company together with the audited statement of accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS :

The working results of your company for the financial year under report are as under:

(Rs. in Lacs)

Current Year Previous Year Particulars (2009-2010) (2008-2009)

Total Income 615.54 518.44

Profit before interest, depreciation and taxation 117.15 73.72

Depreciation 29.67 27.57

Interest 62.71 75.41

Taxation 0.95 2.68

Balance of Profit 24.34 (31.95)

Add : Balance brought forward from the previous year 27.19 59.15

Less : Dividend including Tax NIL NIL

Balance carried forward 51.54 27.20

DIVIDEND :

In view of the current market scenario your Board do not recommend any dividend.

OPERATION / ACHIEVEMENTS / FUTURE PROSPECTS :

As you are aware that stock market both in India and abroad has been passing through great termoil. Your company inspite of all hik-ups has done well. As the company is the member of National Stock Exchange of India Limited in Capital and F & 0 segment and the Member of Bombay Stock Exchange Limited, and also has acquired Depository Participants status with The Central Depository Services (India) Limited and its associate is the Member of Multi Commodity Exchange of India Limited and National Commodity & Derivatives Exchange Limited. Moreover, your company has also entered into the business of Merchant Banking. Your company has expanded its presence and as on date of writing this report, the prospects of the company and its business looks robust.

PARTICULARS OF EMPLOYEES:

As there was no employee who is drawing remuneration of Rs.200,000/- per month or Rs. 24,00,000/- per annum. No particulars are required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules 1975 as amended.

AUDITORS:

The Retiring Auditors of the company, SHAH &.TALATI (Formerly known as Baxi, Desai &Shah Associates) - Chartered Accountants are eligible for reappointment. The company has received a certificate to the effect that their appointment will be in accordance with section 224(1B) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that,

a) In the preparation of these Annual Accounts, applicable accounting policies and standards have been followed.

b) These accounting policies are applied consistently and have made judgment and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of your company as on 31st March, 2010 and in the case of Profit and Loss Account, of the profit of the company for the year ended on that date.

c) Proper and sufficient care has been taken, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities.

d) These annual accounts have been prepared on a "going concern" basis.

CONSERVATION ENERGY, TECHNOLOGIES ABSORPTION, FOREIGN EXCHANGE, EARNINGS AND OUTGO.

Prescribed information regarding compliance of rules relating to conservation of Energy and Technology absorption as per section 217(1)(C) of the Companies Act, 1956 read with the companys (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 is not provided, as same is not applicable to your company.

LISTING OF THE COMPANYS SHARES:

The Equity shares of your company continue to be listed during the year under review at the Bombay Stock Exchange Limited. The company has paid the Annual listing fees for the financial year 2009-10 and 2010-11. The company shares are dematerialized for providing better services to the shareholders. Your company, looking into various guidelines issued by the Stock Exchange and consequent to amendments in listing norms, as part of good governance is complain to all the requirements.

ACKNOWLEDGEMENT:

The companys relation with the staff remained cordial during the year. Your Directors expect that cordial relations with the employees will continue and will help in achieving the objectives of the company and place on record the appreciation for the dedicated services rendered by the executives, the staffs and other employees of the company.

Your Directors wish to place on record their appreciation for the timely support and co-operation received from the Government and Semi-government agencies and other associates, particularly SEBI, Office of the Registrar of the Companies, Financial Institutions, Bankers, Brokers, Officers & NSEIL, NSCCL, NSDL, BSE, CDSL, Professionals etc. who helped the company to meet with requirements from time to time.



For Market Creators Limited

S/d.

Place : Vadodara Kalpesh J. Shah

Date : 31st July, 2010. Whole time Director (CEO)