Directors Report of Modern Shares & Stock Brokers Ltd.

Mar 31, 2024

The Directors take pleasure in presenting the Eighty-
Fifth Annual Report together with the audited financial
statements for the year ended March 31,2024.

1. FINANCIAL RESULTS

	31/03/2024 Rupees (?)	31/03/2023 Rupees (?)
Revenue from Operations	2,75,77,265	2,40,13,879
Other Income	63,70,139	56,67,996
Total Income	3,39,47,404	2,96,81,875
Operating Expenditure	2,81,71,901	2,69,57,712
Depreciation	315,236	2,70,726
Total Expenses	2,84,87,137	2,72,28,438
Profit/ (Loss) Before Exceptional Items and Taxation	54,60,267	24,53,437
Exceptional Items	21,453	1,57,069
Tax Expenses (Net)	14,71,642	4,64,850
Other Comprehensive Income (Net of Tax)	450,932	(2,36,051)
Profit/ (Loss) After Tax Attributed to Shareholders of the Company	44,18,104	15,95,467
Opening Balance of retained earnings1	5,28,03,104	5,12,07,637
Closing Balance of retained earnings	5,72,21,208	5,28,03,104

The year 2023-24 was a good one for your
company. The profits have been growing steadily
since Covid. Globally we have seen markets do
well. This has been a positive given the political
turmoil in the middle east and Northern Europe.

The markets have had a steady rise in the last
financial year which has helped the company
overall in generating revenues. While Institutional
business remains the key driver for our revenues,
in the last year we have seen good growth in our
retail business too. The company has also done
some of its own investments which have helped in
boosting overall profits.

The Indian Stock markets continue to grow and
we are witnessing record volumes in the derivative
segment. We are witnessing a stark change in
the markets. For years the FIIs have been the
main drivers/buyers in Indian equities. In the last
year we have seen the Domestic Mutual Funds
share in the stock market rise to new highs; in
contrast the FPIs holdings is at a 12-year low. The
SIP monthly contribution into Mutual funds is now
at 20000 crores every month. We are witnessing
strong buying in the midcap and small cap stocks
and thus the overall stock market value is also at
a record high.

Last year the fear was rising Inflation and rates.
While Inflation has cooled off from the highs,
rates have remained steady. Markets move on
and do adjust to the rising rates in the long run.
However, there are fears in the developed markets
such as USA where there is a concern for rising
delinquencies in the mortgage market and also
credit card defaults.

The Indian economy continues to grow at a
steady pace. We have recorded one of the
highest GDP growths worldwide in the last year
and expectation of the same to continue in the
current year too. The government continues to
emphasize on infrastructure spending and growth
and we are expecting this trend to continue post
the general elections.

3. DIVIDEND

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

4. DIRECTORS

In accordance with the Articles of Association
of the Company, Mr. Ghansham Shewakramani
(DIN: 00413343) who is longest in the office retires
by rotation and being eligible for re-appointment
and has indicated his willingness to serve, if re¬
appointed.

Pursuant to Section 152(6) of the Companies
Act, 2013 and the Articles of Association of the
Company, approval of members is also being
sought for his reappointment as Non-Executive
Director on the Company’s Board.

Both Independent Directors have given declaration
that they meet the criteria of independence as
laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 25 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Mr. Pankaj Rajnikant Ved (DIN: 00207079) was
re-appointed as an Non-Executive Independent
Director of the Company on 15^th March, 2024
for a Second Consecutive Term of Five Years
commencing from April 1, 2024 upto March
31, 2029 (both days inclusive) through Special
Resolution passed through Postal Ballot.

5. DEPOSITS

The Company has not accepted any deposits
falling under the ambit of Section 73 of the
Companies Act, 2013 (hereinafter referred to as
‘The Act’) and the Rules framed thereunder during
the year under review.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies
Act, 2013 and Regulation 25 (4) & 26 of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has
carried out an annual performance evaluation of
its own performance, the directors individually as
well as the evaluation of the working of its Audit,
Nomination & Remuneration, and Stakeholders
& Grievance Committees. The manner in which
the evaluation has been carried out has been
explained herein below:

A structured questionnaire was prepared after
inputs received from the Directors, covering
various aspects of the Board’s functioning such
as adequacy of the composition of the Board
and its committees, Board culture, execution and
performance of specific duties, obligation and
governance.

A separate exercise was carried out to evaluate
the performance of Individual Directors including
the Chairman of the Board, who were evaluated
on parameters such as level of engagement and
contribution, independent judgment, safeguarding
the interest of the Company and its stakeholders,
etc. The performance evaluation of Independent
Directors was carried out by the entire Board. The
performance of Non-independent Directors was
carried out by the Independent Directors who
also reviewed the performance of the compliance
department and had expressed their satisfaction
with the evaluation process.

Number of Board Meetings held:

The Board of Directors duly met 5 (Five) times
during the financial year from 1st April, 2023
to 31st March, 2024. The dates on which the
meetings were held are as follows:

Dates on which Board Meetings held	Strength of the Board	No. of Directors Present
19th May, 2023	6	5
11th August, 2023	6	4
09th October, 2023	6	5
31st October, 2023	6	4
12th February, 2024	6	5

Relevant Details of Directors

Sr. No.	Name of the Director	Date of Appointment	Category	Number of Directorship held in other Indian Companies	Committee(s) Position Member and Chairperson in all Companies
1	Mr. Ashok Tikamdas Kukreja	18/02/2015	Chairperson & Non¬ Executive Director/ Independent	1	6 and 5
2	Mr. Anil Sugno Manghnani	25/10/2000	Whole-time Director	1	1
3	Mr. Narendra Hira Advani	30/05/2011	Non-Executive Director	2	-
4	Mr. Ghansham Shewakramani	25/01/1995	Non-Executive Director	16	1
5	Mrs. Roshan Advani Patheria	31/01/2007	Woman Non- Executive Director	-	1
6	Mr. Pankaj Rajnikant Ved	01/04/2019	Non-Executive Director/ Independent	4	3

Attendance of Directors at Board Meetings and Virtual Annual General Meeting held through VC/
OAVM:

Name of the Director	Attendance at the Board Meeting held on					Attendance at the AGM held on 15th September, 2023
	19/05/2023	11/08/2023	09/10/2023	31/10/2023	12/02/2024
	Physical	Physical	Physical	Physical	Physical
Mr. Anil Sugno Manghnani	Attended	Attended	Attended	Attended	Attended	Attended
Mr. Narendra Hira Advani	Leave	Leave	Attended	Leave	Leave	Attended
Mr. Ashok Tikamdas Kukreja	Attended	Attended	Attended	Attended	Attended	Attended
Ms. Roshan Advani Patheria	Attended	Leave	Leave	Leave	Attended	Leave
Mr. Ghansham Shewakramani	Attended	Attended	Attended	Attended	Attended	Attended
Mr. Pankaj Rajnikant Ved	Attended	Attended	Attended	Attended	Attended	Attended

Audit Committee Member:

Name of the Member	19/05/2023	11/08/2023	31/10/2023	12/02/2024
	Physical	Physical	Physical	Physical
Mr. Ashok Tikamdas Kukreja (Chairperson)	Attended	Attended	Attended	Attended
Mr. Pankaj Rajnikant Ved	Attended	Attended	Attended	Attended
Mr. Anil Sugno Manghnani	Attended	Attended	Attended	Attended

Stakeholder & Grievance Committee Member:

Name of the Member	19/05/2023	11/08/2023	31/10/2023	12/02/2024
	Physical	Physical	Physical	Physical
Mr. Ashok Tikamdas Kukreja (Chairperson)	Attended	Attended	Attended	Attended
Mr. Ghansham Shewakramani	Attended	Attended	Attended	Attended
Mr. Pankaj Rajnikant Ved	Attended	Attended	Attended	Attended

Nomination & Remuneration Committee Member:

Name of the Member	19/05/2023	12/02/2024
	Physical	Physical
Mr. Ashok Tikamdas Kukreja (Chairperson)	Attended	Attended
Mr. Pankaj Rajnikant Ved	Attended	Attended
Mrs. Roshan Advani Patheria	Attended	Attended

Independent Directors’(in Person)

Name of the Member	12/02/2024
Mr. Ashok Tikamdas Kukreja (Chairperson)	Attended
Mr. Pankaj Rajnikant Ved	Attended

7. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and
according to the information and explanations
obtained by them, your Directors make the
following statements in terms of Section 134(5)(c)
of the Companies Act, 2013:

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

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

c) that proper and sufficient care has been
taken for the maintenance of adequate

accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the Assets of the Company
and for preventing and detecting fraud and
other irregularities;

d) that the Annual Financial Statements have
been prepared on a going concern basis;

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

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

8. BUSINESS RISK MANAGEMENT

Although the Company has long been following
the principle of risk minimization as is the norm in
every industry, it has now become a compulsion.
Therefore, in accordance with Regulation 21 of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 the Board members were

informed about risk assessment and minimization
procedures after which the Board formally
adopted steps for framing, implementing and
monitoring the risk management plan for the
Company.

The main objective of this policy is to ensure
sustainable business growth with stability and
to promote a pro-active approach in reporting,
evaluating and resolving risks associated
with the business. In order to achieve the key
objective, the policy establishes a structured
and disciplined approach to Risk Management,
in order to guide decisions on risk related
issues. In today’s challenging and competitive
environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the
Company are imperative.

The common risks inter alia are: Regulations,
competition, Business risk, Technology
obsolescence, Investments, retention of talent
and expansion of facilities. Business risk, inter-
alia, further includes financial risk, political risk,
fidelity risk and legal risk.

As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate the
same.

9. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and complexity
of its operations. The scope and authority of
the Internal Audit (IA) function is to maintain its
objectivity and independence, the Internal Audit
function reports to the Chairperson of the Audit
Committee of the Board.

The Internal Audit Department monitors and
evaluates the efficacy and adequacy of internal
control system in the Company, its compliance
with operating systems, accounting procedures
and policies of the Company. Based on the
report of internal audit function, each department
undertakes corrective action in their respective
areas and thereby strengthens the controls.
Significant audit observations and corrective
actions thereon are presented to the Audit
Committee of the Board.

In order to strengthen the system of Internal
Control and provide Board of Directors with an
added ability to oversee internal controls, Internal
Financial Control (IFC) system was put in place
in accordance with the requirements of Section
134(5)(e) of the Companies Act, 2013. Systems of
Internal Control were implemented, considering
the framework suggested in Guidance Note
on Audit of Internal Financial Controls over the
Financial Reporting issued by The Institute of
Chartered Accountants of India, to address its
operational and financial risk.

10. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

In pursuant to the provisions of Section 177(9)
& (10) of the Companies Act, 2013, a Whistle
Blower Policy for directors and employees to
report genuine concerns has been established.
The Policy has been uploaded on the website of
the Company at www.modernshares.com under
investors/ policy documents/ Whistle Blower
Policy link.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered
into during the financial year were on an arm’s
length basis and were in the ordinary course of
business. An omnibus approval was taken for
one (1) year from Audit Committee and Board at
their Meeting held on 19/05/2023. There are no
materially significant Related Party Transactions
made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated
persons which may have a potential conflict with
the interest of the Company. None of the Directors
have any pecuniary relationships or transactions
vis-a-vis the Company.

In compliance under the provisions of the
Companies Act, 2013, transactions with related
parties entered by the Company in the normal
course of business are periodically placed before
the Audit Committee for its omnibus approval and
the particulars of contracts entered during the
year in Form AOC-2 is enclosed as Annexure- A
to this report.

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

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

13. AUDITORS

13.1 STATUTORY AUDITORS

M/s. B D G & Co LLP (Formerly known as B D G
& Associates), Chartered Accountants (Firm
Reg. No. 119739W) have been appointed
as Statutory Auditor of the Company at the
Annual General Meeting held on September
23, 2022 for a period of five (5) years up to the
conclusion of the Annual General Meeting to
be held in the year 2027. The requirement
for seeking ratification of the members for
continuation of their appointment has been
withdrawn consequent upon the changes
made by the Companies (Amendments)
Act, 2017 with effect from May 7, 2018.
Hence the resolution seeking ratification of
the members for their appointment is not
being placed at the ensuing Annual General
Meeting.

The Auditor Report on the Standalone
Financial Statements for the financial year
ended March 31,2024 does not contain any
qualification, reservation or adverse remark
requiring any explanations / comments by
the Board of Directors.

13.2 SECRETARIAL AUDITORS

The Secretarial Audit Report for the Financial
Year ended March 31, 2024 is annexed
herewith as Annexure- B.

Pursuant to the provisions of Section
204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Janak Pandya,
Company Secretary in Practice (CP No.:
5940, ACS: 10841) (Peer Review Certificate
No. 1250/2021) to undertake the Secretarial
Audit of the Company for the Financial Year
ended March 31,2025.

13.3 INTERNAL AUDITORS

M/s Jayant & Associates, Chartered
accountants (Firm Registration No.
104099W) under Section 138 of Companies
Act, 2013 appointed as Internal Auditors for
the Financial Year ended March 31,2025 to
perform the duties as Internal Auditors of the
Company and their report is reviewed by the
Audit Committee from time to time.

M/s. Sachin M Seth & Associates, Chartered
Accountants (Firm Registration No:
141794W) appointed as Internal Auditors
for NSE & BSE Regulatory Audit required
for Stock brokers by SEBI for the Financial
Year ended March 31, 2025 to perform the
duties as Internal Auditors of the Company
and their report is reviewed by the Audit
Committee from time to time.

14. FIXED ASSETS

The Net Fixed Assets of the Company as at the
close of the financial year stood at Rs. 9.81 lakhs
(Previous year Rs.11.15 Lakhs). In compliance
with the Accounting Standard AS-28 relating
to “Impairment of Assets”, the Company has
reviewed the carrying amount of its fixed assets
as at the end of the financial year.

15. CORPORATE GOVERNANCE & ANNUAL
SECRETARIAL COMPLIANCE REPORT
AND DISCLOSURE OF RELATED PARTY
TRANSECTIONS

As per Regulation 15(2)(a) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time,
the compliance with the Corporate Governance
provisions shall not apply in respect of the
listed entity having paid up equity share capital
not exceeding Rs. 10 Crores and Net Worth not
exceeding Rs.25 Crores as on the last day of the
Previous Financial Year. Since the Company’s
Paid up Equity capital and the Net Worth fall
below the limit mentioned above, compliance with
Corporate Governance is not applicable to the
Company. Accordingly, as per BSE clarification
vide Circular LIST/CoMp/12/2019-20 Companies
to which the Regulation 15(2)(a) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable, Regulation
24A of SEBI (Listing Obligations and Disclosure

Requirements) (Amendments) Regulations, 2018
is also not applicable and not required to submit
the Annual Secretarial Compliance Report as
well as Disclosure of related party transaction
on Consolidated basis under regulation 23(9)
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31,
2024 is available on the Company’s website on
www.modernshares.com.

17. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Board of Directors affirm that the Company
has complied with the applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India (SS-1 & SS-2) respectively as
amended relating to Meetings of the Board and its
Committees which have mandatory application
and General Meeting.

18. REMUNERATION RATIO OF THE DIRECTORS/
KEY MANAGERIAL PERSONS (KMP)/
EMPLOYEES

The information required pursuant to Section
197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the Companies
(Particulars of Employees) Rules, 1975, in respect
of employees of the Company and Directors is
furnished hereunder:

There were 17 permanent employees on the rolls
of the Company as on 31 March, 2024.

Sr. No.	Name	Desig¬ nation	Remu¬ neration paid FY 2023-24 (''. Lakhs)	Remu¬ neration paid FY 2022-23 (?. Lakhs)	Increase/ decrease In Remu¬ neration From previous Year (''. Lakhs)	Ratio/ Times per Median of em¬ ployee Remu- nera- tion
1	Mr. Anil	Whole-	10.81	10.81	NIL	1.51
	Sugno	time
	Manghnani	Director

Sr. No.	Name	Desig¬ nation	Remu¬ neration paid FY 2023-24 (''. Lakhs)	Remu¬ neration paid FY 2022-23 (''. Lakhs)	Increase/ decrease In Remu¬ neration From previous Year (''. Lakhs)	Ratio/ Times per Median of em¬ ployee Remu- nera- tion
2	Mr. R.N Shenvi	CFO	9.63	10.08	(0.45)	1.60
3	Mrs. Vibha Axit Gandhi	Compa¬ ny Sec¬ retary & Com¬ pliance Officer	2.67	2.29	0.38	1.75

19. DISCLOSURE

The particulars of the conservation of energy,
technology and absorption, foreign exchange
earnings and outgo as required u/s. 134(3)(m)
of the Companies Act, 2013 and Rule 8(3) of the
Companies (Accounts) Rules, 2014, the same are
not applicable to the Company. The information
required pursuant to Section 197(12) read with
Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company,
is not given as none of the employees of the
company exceeds the limit.

20. DEMATERIALISATION OF SHARES

98.43% of the Company’s paid-up equity share
capital is in dematerilised form as on 31st March,
2024 and balance 1.57% is in physical form. The
Company’s Registrar and Share Transfer Agents
are M/s. Link Intime India Pvt. Ltd. having office
at C-101, 247 Park, LBS Marg, Vikhroli - (W),
Mumbai - 400083.

21. TRANSFER OF EQUITY SHARES UNPAID/
UNCLAIMED DIVIDEND TO IEPF

In line with the statutory requirements, the
Company has transferred to the credit of the
Investor Education and Protection Fund set up
by the Government of India, equity shares in
respect of which dividend had remained unpaid/

unclaimed for a period of seven (7) consecutive
years within the time lines laid down by the
Ministry of Corporate Affairs. Unpaid/ unclaimed
dividend for seven (7) years or more has also
been transferred to the IEPF pursuant to the
requirements under the Act.

22. ACKNOWELDGEMENTS

The Board of Directors take this opportunity
to thank the employees for their dedicated
service and contribution towards the growth
of the Company, our sincere appreciation to
Institutional and Retail Clients for their patronage
to our Company and to the Shareholders for their
continuous support.

23. CAUTIONARY STATEMENT

The statements contained in the Board’s Report
contain certain statements relating to the future
and therefore, are forward looking within the

meaning of applicable securities, laws and
regulations. Various factors such as economic
conditions, changes in government regulations,
tax regime, other statues, market forces and other
associated and incidental factors may however
lead to variation in actual results.

For and on behalf of the Board of Directors

Ashok Tikamdas Kukreja
DIN: 00463526
Chairman

Mumbai, dated May 24, 2024
Registered Office:

Wankhede Stadium, North Stand,

Staircase No. 13, ‘D’ Road, Churchgate,

Mumbai - 400020

CIN: L45200MH1939PLC002958

Website: www.modernshares.com

1

Previous year figures regrouped recast wherever
applicable

2. BUSINESS ACTIVITIES AND OPERATIONS

The Company’s operations resulted in a profit
of Rs. 44.18 Lakhs as against Profit of Rs. 15.95
Lakhs in the previous year, after providing for
depreciation of Rs 3.15 lakhs (previous year Rs.
2.71 Lakhs) and making net provision for taxation
of Rs.14.72 Lakhs as against (previous year Rs
4.65 Lakhs), Your Board of Directors has decided
not to transfer any amount to the Reserves for the
year under review in view of the marginal profit
incurred during the year.

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Seventy Sixth Annual Repo rt together with the audited financial statements for the year ended Ma rch 31,2015.

FINANCIAL RESULTS: 31/03/2015 31/03/2014 Rpees(Rs.) Rupee(Rs.)

GROSS PROFIT 5,952,557 2,315,121

Less: Depreciation (627,713) (597,269)

PROFIT / (LOSS) BEFORE TAXATION 5,324,844 1,717,852

PROVISION FOR TAXATION (net) (1,566,814) (412,381)

PROFIT / (LOSS) AFTER TAX 3,758,030 1,305,471

Add: Brought Forward Profit of Previous Year 56,718,596 58,842,394

AMOUNT AVAILABLE FOR APPROPRIATION 60,476,626 60,147,865

Less: Proposed Dividend 2,931,125 2,931,125

Less: Provision for Corporate tax on dividend 586,078 498,145

Less: Transfer to General Revenue NIL NIL

Balance carried to Balance Sheet 56,959,423 56,718,596

2. BUSINESS ACTIVITIES AND OPERATIONS

The Company's operations resulted in a gross profit of Rs.59.53 lacs as against Rs. 23.15 lacs in the previous year. After providing for depre ciation of Rs. 6.28 lacs (previous year Rs. 5.97 lacs) and making net provision for taxation of Rs. 15.67 lacs (Previous year Rs. 4.12 lacs) the Company has earned a net profit of Rs.37.58 lacs as against net pro fit of Rs.13.06 lacs in the previous year.

The year gone by has been good, both for our company and the stock mark ets. The general elections held last year has brought about renewed hope,optimism and great expectations from the new government at the cent er. We have also witnessed a large inflow of funds from overseas by both Foreign Institutional Investors and Non Resident Indians.

We have seen an improvement in the company's profits over the previous year and given the overall buoyancy in the stock markets, we expect the overall performance to remain strong in the current fiscal too.While it will be difficult to expect the market to perform as well as it did last year, we do expect the sentiment to remain bullish and trading activity to improve further.

Our Indian economy is faced with some challenges, with the demand being subdued and forecasts for the monsoon being less than the normal rainfa ll.However,we feel that the government will continue to take steps that will eventually lead to a pick up in the overall economy, which in turn would lead to better GDP numbers. We expect the interest rates and infl ation to be lower. We also expect the government to doi ts part in redu cing the fiscal deficit through measures of disinvestment and tightening of expenditure. Such measures will sendout all the right signals to the investors and would help in keeping the overall sentiment positive in the stock markets.

3. DIVIDEND

Your Directors recommend a Dividend of 10% (previous year 10% ) for the year ended 31st March 2015. The dividend will absorb Rs. 2,931,125/-tax free in the hands of shareholders. If approved, such dividend will be paid to those shareholders,whose names appear in the Register of Member s as on July 27, 2015.

4. DIRECTORS

During the year on February 18, 2015 Mr.Monish Shewakramani resigned as Director owing to his other pressing commitments and Mr. R.N Shenvi had resigned from the Board to reconstitute the Board and was appointed in the same meeting as Chief Financial Officer (CFO) as Key Managerial Per sonnel as required U/s 203 (1) of the Companies Act, 2013. Your Directo rs wants to place on records their gratitude for the excellent work car ried on by the outgoing Directors during their tenure.

Mr. Ashok T. Kukreja was appointed as an Additional Director on the Board on February 18, 2015 and was subsequently appointed as Independent Director along with Mr. U. K. Mallik who was also appointed as Independent Director on the board on March 30, 2015 through Postal Ballot by the members for a period of 5 years.

In accordance with the Articles of Association of the Company Mr. Ghansham Shewakramani and Mr. Narendra Hira Advani retire by rotation and being eligible for re-appointment and have indicated their willingness to serve, if re- appointed.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

5. BOARD EVALUATION

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

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Grievance Committees. A structured questionnaire was prepared after inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, Board culture, execution and performance of specific duties, obligation and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence judgement, safeguarding the interest of the Company and its stakeholders etc. The performance evaluation of independent Directors was carried out by the entire Board. The performance of the Chairman and non independent Directors was carried out by the independent Directors who also reviewed the performance of the compliance department. The Directors expressed their satisfaction with the evaluation process.

Number of Board Meetings held:

The Board of Directors duly met 5 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

Dates on which Strength of No. of Directors Board Meetings the Board Present held

May 30, 2014 7 5

July 7, 2014 7 5

October 10, 2014 7 6

January 30, 2015 7 6

February 18, 2015 6 5

Relevant Details of Directors / CFO as on March 31,2015

Sr. Name of the Date of Category Number of Committe(s) No. Director Appoint Directorship Position ment held in Member Indian Chairman Company

1 Mr. Anil 25.10.2000 Chairman & 4 - S Manghnani Whole time Director

2 Mr. Narendra 30.05.2011 Non Executive 4 Advani Directer

3 Mr. U. K. 20.11.1970 Non Executive None 3 Mallik*** Director/ Independent

4 Mr. Ghansham 25.01.1995 Non executive 29 2 Shewakramani Director

5 Mrs. Roshan 31.01.2007 Woman Director - 1 Advani Patheria

6 Mr. Monish 29-06-2007 Non Executive 22 1 Shewakramani* Director (Resigned on 18/02/2015)

7 Mr.Radhakrishna 03.08.2011 Executive 6 N. Shenvi# Director* (Resigned on 18/02/2015)

8 Mr. Ashok 18.02.2015 Non-executive 3 3 Kukreja ** Director/ Independent

9 Mr.Radhakrishna 18.02.2015 CFO 6 N. Shenvi#

* Resigned dated 18.02.2015

** Appointed Additional Director on 18-02-2015 & Independent Director on March 30, 2015 *** Appointed as Independent Director on March 30,2015

# Resigned as Executive Director and Appointed as CFO (KMP) on the same date of 18-02-2015.

Attendance of Directors at Board Meetings and Annual General Meeting:

Name of the Attendance at the Board Attendance Director Meeting held on at the AGM held on

3.05 07.07 31.10 30.01 18.02 25/09 .2014 .2014 .2014 .2015 .2015 /2014

Mr. Anil Yes Yes Yes Yes Yes Yes S. Manghnani

Mr. Narendra Leave Yes Leave Leave Leave Leave H. Advani

Mr. Uday Yes Yes Yes Yes Yes Yes Kumar Mallik

Mrs. Roshan Yes Leave Yes Yes yes yes Advani Patheria

Mr. Ghansham Leave Yes Yes Yes Yes Yes Shewakramani

Mr.Radhakrishna Yes Yes Yes Yes Resigned Yes Shenvi (18/02/ 2015)

Mr. Monish Yes Leave Yes Yes Resigned Yes Shewakramani (18/02 /2015)

Mr. Ashok N.A NA NA NA Yes NA T. Kukreja (appt18/02/2015) as Additional Director

Audit Committee Member

Name of the Member 30.05.2014 07.07.2014 31.10.2014 30.01.2015

Mr. Uday Yes Yes Yes Yes Kumar Mallik

Mr. Ghansham Leave Yes Yes Yes Shewakramani

Mr. Monish Shewakramani Yes Leave Yes Yes

Stakeholder & Grienvance Committee Member

Name of the 30.05.2014 07.07.2014 31.10.2014 30.01.2015

Mr. Uday Yes Yes Yes Yes Kumar Mallik

Mrs. Roshan Yes Leave Yes Yes Advani Patheria

Mr. Ghansham Leave Yes Yes Yes Shewakramani

Nomination & Remuneration Committee Member

Name of the 30.05.2014 07.07.2014 31.10.2014 30.01.2015 Member

Mr. Uday Yes Yes Yes Yes Kumar Mallik

Mr. Ghansham Leave Yes Yes Yes Shewakramani

Mr. Monish Yes Leave Yes Yes Shewakramani

Independent Directors Meeting

Name of the Member 31.03.2015

Mr. Uday Kumar Mallik Yes

Mr. Ashok T. Kukreja Yes

6. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31,2015, the applicable accounting standards read with requirments set out under Schedule III to the Act have been followed along with proper explanation relating to material departures, if any;

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

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

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

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

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

7. BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative.

The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is to maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, each department under take corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Policy has been uploaded on the website of the Company at www.modernshares.com under investors/policy documents/Vigil Mechanism Policy link.

10. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. (The Company has obtained the prior approval of Central Government U/s 297 of the Companies Act, 1956 which is for a period of 3 years in the year 2012-13) There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

In compliance under the provisions of New Companies Act, 2013 Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure- A to this report.

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

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

12. AUDITORS

12.1 STATUTORY AUDITORS

M/s. Bhandari Dastur Gupta & Associates, Chartered Accountants, (Firm Registration No. 119739W), Mumbai have been appointed as Statutory Auditors of the company at the last Annual General Meeting held on 25.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of their appointment as Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

12.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Company has appointed Mr. Janak Pandya, Company Secretary in Practice (CP No.: 5940, ACS: 10841),to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure B'.

Explanation to the Observations in Secretarial Audit report

The Company did not have Company Secretary in employment as its paid- up capital is Rs. 2.93 crore only, which was less than prescribed paid up capital of Rs. 5 Crore under the erstwhile Companies Act, 1956. The New Companies Act, 2013 requires every listed company to have a Company Secretary in employment as KMP. The Company is looking for a suitable person to fill in the post to commensurate with its size and area of operations. Presently, the Secretarial department is being headed by CFO cum Compliance Officer having experience of almost 30 years in finance & law looking after compliances in the Company under all the laws including the Companies Act, 2013 and the rules made there under with the help of a Practicing Company Secretary.

12.3 INTERNAL AUDITORS

M/S. Jayant Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the Audit Committee from time to time.

13. FIXED ASSETS

The Fixed Assets of the Company as at the close of the year, stood Rs. 19.03 lacs (Previous year Rs. 27.29 lacs). In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the company has reviewed the carrying amount of its fixed assets as at the end of the year.

14. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement issued by the Securities and Exchange Board of India (SEBI), Corporate Governance is required if the paid up capital of the Company is Rs. 10 Crore and above or net worth is Rs. 25 Crore or more at any time in the history of the Company. Since the Company does not fall under the criteria mentioned above the Clause of Corporate Governance is not applicable to the Company.

15. EXTRACT OF ANNUAL RETURN

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

16. Remuneration Ratio of the Directors/Key Managerial Persons (KMP)/ Employees

The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

There were 20 permeant employees on the rolls of company as on march 31marqh 2015.

Sr. Name Desig- Remu- Remu- increase Ratio/ No. nation neration neration in Times per paid FY paid FY Remu- median 2014-15 2013-14 neration of from employee previous remunera- (Rs. (Rs. Year (Rs. tion Lakhs) Lakhs) Lakhs)

1 Mr. Anil Whole- 10.71 10.32 0.39 2.69 Manghnani time Director

2 Mr. R N Executive 10.26 11.23 (0.97) 2.57 Shenvi* Director/ CFO

*Resign as Executive Director 18.2.2015 and was apointed as CFO on the same date.

17. DISCLOSURE

The particulars of the conservation of energy, technology and absorption, foreign exchange earnings and outgo as required u/s. 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, the same are not applicable to the Company. The information required pursuant to Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not given as none of the employees of the company exceeds the limit.

18 DEMATERIALISATION OF SHARES

96.15% of the Company's paid up equity share capital is in dematerilised form as on 31st March 2015 and balance 3.85% is in phycial form. The Company's Registrar and Share transfer agent is M/s Link Intime India Pvt. Ltd. having office at C/13 Pannalal Silk Mills Compound, LBS Marg Bhandup west Mumbai 400078.

19. ACKNOWELDGEMENTS

The Board of Directors takes this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company, our sincere appreciation to Institutional, Retail Clients for their patronage to our Company.

20. CAUTIONARY STATEMENT

The statements contained in the Board's Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results. By Order of the Board of Directors For Modern Shares and StockbrokersLimited

Sd/- Sd/- Narendra Advani Anil S. Manghnani Director Whole Time Director (DIN-03351909) (DIN-00012806)

Mumbai, dated May 29, 2015

Registered Office: Wankhede Stadium, North Stand, Staircase No. 13, 'D' Road, Churchgate, Mumbai - 400 020. CIN: L45200MH1939PLC002958 Website: www.modernshares.com

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Mar 31, 2014

TO THE MEMBERS OF

MODERN SHARES AND STOCKBROKERS LIMITED

The Directors are pleased to present the Seventy Fifth Annual Report, together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS: 31/03/2014 31/03/2013 Rupees Rupees

GROSS PROFIT 2,315,121 7,237,165

Less: Depreciation (597,269) (817,840)

PROFIT / (LOSS) BEFORE TAXATION 1,717,852 6,419,325

PROVISION FOR TAXATION (net) (412,381) (2,049,504)

PROFIT / (LOSS) AFTER TAX 1,305,471 4,369,821

Add: Brought Forward Profit of Previous Year 58,842,394 57,879,200

AMOUNT AVAILABLE FOR APPROPRIATION 60,147,865 62,249,021

Less; Proposed Dividend 2,931,125 2,931,125 Provision for Corporate tax on dividend 498,145 475,502

Less: Transfer to General Revenue NIL NIL

Balance carried to Balance Sheet 56,718,596 58,842,394

BUSINESS ACTIVITIES AND OPERATIONS:

The Company''s operations resulted in a gross profit of Rs.23.15 lacs against Rs. 72.37 lacs in the previous year. After providing for depreciation of Rs.5.97 lacs (previous year Rs. 8.18 lacs) and making net provision for taxation of Rs.4.12 lacs. (Previous year Rs 20.50 lacs) the Company has earned a net profit of Rs.13.06 lacs as against net profit of Rs. 43.70 lacs in the previous year.

It was another difficult year for the stock markets. For the first 11 months, the markets were driven by only a few stocks in the defensive sectors of Information Technology, FMCG and Pharmaceuticals. In fact, when the markets corrected in August last year, we witnessed many of the mid-cap and small cap stocks breaking their 2008-09 lows. However, from March this year we have seen a rebound and renewed hope and optimism in the markets.

The market is now in the midst of a good bull run with great expectations from the new government. Given that the new government has a clear majority, we expect that the new government will be able to pass more reforms that will overall benefit the economy and the stock markets. We feel that there will be focus on growth, job creation and infrastructure spending. There will be renewed focus on PSU companies and many will be revived that are struggling and thus we expect these stocks to do well too.

This fiscal year has started on a positive note for the company. We expect to do much better this year both in terms of revenue and profit growth. We continue to look at ways to reduce costs and we remain committed to our shareholders. We are optimistic that the markets will have a good year ahead and overall the outlook remains

positive for the next 6-8 quarters. There will be possible hurdles such as weak monsoon but we are hopeful that good and sound economic decisions will be taken by the government to bring down Inflation and Interest rates efforts to improve our performance going forward.

DIVIDEND:

Your Directors recommend a Dividend of 10% (previous year 10%) for the year ended 31st March 2014.The dividend will absorb Rs.2,931,125/- tax free in the hands of shareholders. If approved, such dividend will be paid to those shareholders, whose names appear in the Register of Members as on September 29, 2014.

DIRECTORS:

Mr. Anil Sugno Manghnani (DIN No. 00012806) Whole Time Director whose reappointment is due for renewal be and is hereby recommended by the Board of Directors for his re-appointment. The Company has received notices from a members under section 160 for the new Companies Act, 2013 proposing his candidature for the office of the Whole Time Director.

In accordance with the Articles of Association of the Company Mrs. Roshan Patheria (DIN No.00651144) and Mr. Monish Shewakramani (DIN No.00413477) retire by rotation and being eligible for re-appointment and have indicated their willingness to serve, if re-appointed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors based on the representations received from the Management, confirms that

(a) In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the profit of the Company for the year ended 31st March, 2014.

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

(d) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE:

Since the paid-up capital of the company is less than 5 crores and the company does not have full time Company Secretary in employment a Secretarial Compliance Certificate u/s. 383A of the Companies Act. 1956 as amended from a practicing Company Secretary Mr. Janak Pandya PCA is annexed herewith as a part of Directors Report.

FIXED ASSETS:

The Fixed Assets of the Company as at the close of the year, stood at Rs.27.29 lacs (Previous year Rs. 33.12 lacs).

DISCLOSURES:

The particulars of the conservation of energy, technology and absorption, foreign exchange earning and outgo as required u/s.217 (1) (e) of the Companies Act, 1956 duly amended by the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, the same are not applicable to the Company. Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendments) Rules, 1975 as amended till date, is not given as none of the employees of the company exceeds the limit.

AUDITORS:

M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires at the close of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate u/s. 139 (1) of the New Companies Act, 2013 to act as auditors if appointed has been obtained showing their eligibility to that effect that their appointment for a period of three years , if considered will be in order. Your Board of Directors recommends their appointment at the ensuing Annual General Meeting.

APPRICEATION:

The Board of Directors takes this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company. Our sincere appreciation to Institutional, Retail Clients for their patronage to our Company.

Mumbai, dated 30th May, 2014 By Order of the Board of Directors

Registered Office: Sd/- Wankhede Stadium, North Stand, Anil S. Manghnani Staircase No. 13, ''D'' Road, Churchgate, Chairman & Whole Time Mumbai - 400 020. Director (DIN No. 00012806)

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Mar 31, 2013

TO THE MEMBERS OF MODERN SHARES AND STOCKBROKERS LIMITED

The Directors are pleased to present the Seventy Fourth Annual Report, together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS:

31/03/2013 31/03/2012 Rupees Rupees

GROSS PROFIT 7,237,165 31,397,513

Less: Depreciation (817,840) (738,603)

PROFIT / (LOSS) BEFORE TAXATION 6,419,325 30,658,910

PROVISION FOR TAXATION (net) (2,049,504) (5,443,651)

PROFIT / (LOSS) AFTER TAX 4,369,821 25,215,259

Add: Brought Forward Profit of Previous Year 57,879,200 36,070,568

AMOUNT AVAILABLE FOR APPROPRIATION 62,249,021 61,285,827 Less; Proposed Dividend 2,931,125 2,931,125

Provision for Corporate tax on dividend 475,502 475,502

Less: Transfer to General Revenue NIL NIL

Balance carried to Balance Sheet 58,842,394 57,879,200

BUSINESS ACTIVITIES AND OPERATIONS:

The Company''s operations resulted in a gross profit of Rs.72.37 lacs against Rs. 313.98 lacs in the previous year. After providing for depreciation of Rs.8.18 lacs (previous year Rs. 7.39 lacs ) and making net provision for taxation of Rs.20.50 lacs. (Previous year Rs 54.44 lacs) the Company has earned a net profit of Rs.43.70 lacs as against net profit of Rs. 252.15 lacs in the previous year. The results are not comparable due to a sale of an asset in the previous financial year.

The last financial year was an up and down one for the stock markets. After trading in a range for the first half of 2012, we witnessed a strong rally in the equity markets till the end of January 2013. After reaching 6100 levels on the Nifty, we again witnessed a correction where we saw sharp erosion in stock prices of midcaps and small cap companies. The broking business remains competitive and challenging as mutual funds continue to witness redemption pressures, which has translated to a drop in overall volumes.

There was hope in the period from September last year to January 2013. The government had kicked started the reforms process as it passed FDI in Retail and Aviation. Inflation also started to cool off and thus RBI has obliged with three rate cuts in a row. Although, we have elections next year, it was encouraging to see the government bite the bullet and increase both petrol and diesel prices. Optimism was evident in the market and there was a sense of belief that the government would be able to control the Current Account Deficit and also GDP would be back above 6% after some dismal numbers in the last few quarters.

However, some of the optimism appears to be fading away as the continuous exposure of scams is once again hurting sentiment. The political situation also appears shaky and the fear of a fractured coalition government will continue to haunt the markets going forward. Although we expect a tough road ahead, we remain dedicated and committed to all our shareholders. We will continue with our sincere efforts to improve our performance going forward.

DIVIDEND:

Your Directors recommend a Dividend of 10% (previous year 10%) for the year ended 31st March 2013.The dividend will absorb Rs.2,931,125/- tax free in the hands of shareholders. If approved, such dividend will be paid to those shareholders, whose names appear in the Register of Members as on July 19, 2013.

DIRECTORS:

In accordance with the Articles of Association of the Company Mr. U K Mallik and Mr. Ghansham Shewakramani retire by rotation and being eligible for re-appointment and have indicated their willingness to serve, if re-appointed.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors based on the representations received from the Management, confirms that

(a) In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2013 and of the profit of the Company for the year ended 31st March, 2013.

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

(d) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLAINCE CERTIFICATE :

Since the paid-up capital of the company is less than 5 crores and the company does not have full time Company Secretary in employment a Secretarial Compliance Certificate u/s. 383A of the Companies Act. 1956 as amended from a practicing Company Secretary Mr. Janak Pandya is annexed herewith as a part of Directors Report.

FIXED ASSETS:

The Fixed Assets of the Company as at the close of the year, stood at Rs.33.12 lacs (Previous year Rs. 30.77 lacs).

DISCLOSURES:

The particulars of the conservation of energy, technology and absorption, foreign exchange earning and outgo as required u/s.217 (1) (e) of the Companies Act, 1956 duly amended by the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, the same are not applicable to the Company. Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendments) Rules, 1975 as amended till date, is not given as none of the employees of the company exceeds the limit.

Since the paid-up share capital of the Company is less than prescribed, the provisions of Section 292A{1) of the Companies Act, 1956 and Clause 49 of the Listing Agreement relating to constitution of Audit Committee, Remuneration Committee and Corporate Governance respectively, are not applicable to the Company.

AUDITORS:

M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires at the close of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate u/s. 224 1 (B) of the Companies Act, 1956 to act as auditors if appointed has been obtained showing their eligibility to that effect that their appointment, if considered will be in order.. Your Board of Directors recommends their appointment until the conclusion of the next Annual General Meeting.

APPRICEATION:

The Board of Directors takes this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company. Our sincere appreciation to Institutional, Retail Clients for their patronage to our Company.

Mumbai, dated 17th May, 2013

By Order of the Board of Directors

Registered Office: Sd/-

Wankhede Stadium,

North Stand, Anil S Manghnani

Staircase No.13.

''D'' Road, Chairman &

Whole Time Director Churchgate,

Mumbai - 400 020.

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Mar 31, 2012

The Directors are pleased to present the Seventy third Annual Report, together with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS: 31/03/2012 31/03/2011 Rupees Rupees

GROSS PROFIT 31,397,513 6,086,670

Less: Depreciation (738,603) (891,996)

PROFIT / (LOSS) BEFORE TAXATION 30,658,910 5,194,674

PROVISION FOR TAXATION (net) (5,443,651) (1,422,649)

PROFIT / (LOSS) AFTER TAX 25,215,259 3,772,025

Add: Brought Forward Profit of Previous Year 36,070,568 34,013,178

AMOUNT AVAILABLE FOR APPROPRIATION 61,285,827 37,785,203

Less: Proposed Dividend 2,931,125 1,465,563

Provision for Corporate tax on dividend 475,502 249,072

Less: Transfer to General Revenue NIL NIL

Balance carried to Balance Sheet 57,879,200 36,070,568

BUSINESS ACTIVITIES AND OPERATIONS:

The Company's operations resulted in a gross profit of Rs.313.98 lacs against Rs. 60.87 lacs in the previous year. After providing for depreciation of Rs.7.39 lacs (previous year Rs. 8.92 lacs ) and making net provision for taxation of Rs.54.44 lacs, (previous year Rs. 14.23 lacs) the Company has earned a net profit of Rs.252.15 lacs as against net profit of Rs. 37.72 lacs in the previous year.

The last financial year has been a difficult one for our equity markets. The markets started to correct in January of 2011 and we saw a slide through the year till December. Although we witnessed a brief rally in January/February 2012, we have once again seen the resumption of the down trend. Mutual funds continue to witness redemption pressures, which has translated to a drop in overall volumes.

The main concern this year has been the sharp and sudden depreciation in the Indian Rupee. While part of this could be due to the problems in Europe, the main concern remains our own policy paralysis. The government needs to act swiftly and thus tough decisions need to be taken to avoid an economic catastrophe. We have a serious ballooning fiscal deficit and very high Inflation. Corporate India has seen a sharp drop in profits due to rising input costs and in addition, the currency loss is hurting companies that have borrowed funds overseas.

We expect the rest of the year to be challenging and we could face a bumpy road ahead. The sovereign debt crisis in the euro zone only appears to be getting deeper and it would take a while for them to solve the same. As far as India is concerned, the risk of early elections remain which would be an overhang for the markets. Although we expect a tough road ahead, we remain dedicated and committed to all our shareholders. We will continue with our sincere efforts to improve our performance going forward.

DIVIDEND:

Your Directors recommend a Dividend of 10% (previous year 5%) for the year ended March 31, 2012.The dividend will absorb Rs. 2,931,125/- tax free in the hands of shareholders. If approved, such dividend will be paid to those shareholders, whose names appear in the Register of Members as on September 27, 2012.

DIRECTORS:

In accordance with the Articles of Association of the Company Mr. Monish Shewakramani and Mrs.Roshan Advani Patheria retire by rotation and being eligible for re-appointment and have indicated their willingness to serve, if re- appointed.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors based on the representations received from the Management, confirms that

(a) In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2012 and of the profit of the Company for the year ended March 31, 2012.

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

(d) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLAINCE CERTIFICATE :

Since the paid-up capital of the Company is less than 5 crores and the Company does not have full time company secretary in employment a Secretarial Compliance Certificate u/s. 383A of the Companies Act. 1956 as amended from a practicing Company Secretary M/s. Anil Jani & Company is annexed herewith as a part of Directors Report.

FIXED ASSETS:

The Fixed Assets of the Company as at the close of the year, stood at Rs.30.77 lacs (Previous year Rs. 26.05 lacs).

DISCLOSURES:

The particulars of the conservation of energy, technology and absorption, foreign exchange earning and outgo as required u/s.217 (1) (e) of the Companies Act, 1956 duly amended by the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, the same are not applicable to the Company. Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendments) Rules, 1975 as amended till date, is not given as none of the employees of the Company exceeds the limit.

Since the paid-up share capital of the Company is less than prescribed, the provisions of Section 292A(1) of the Companies Act, 1956 and Clause 49 of the Listing Agreement relating to constitution of Audit Committee, Remuneration Committee and Corporate Governance respectively, are not applicable to the Company.

AUDITORS:

M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires at the close of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate u/s. 224 (1B) of the Companies Act, 1956 to act as auditors if appointed has been obtained showing their eligibility to that effect that their appointment, if considered will be in order.. Your Board of Directors recommends their appointment until the conclusion of the next Annual General Meeting.

APPRICEATION:

The Board of Directors take this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company. Our sincere appreciation to Institutional, and Retail Clients for their patronage to our Company.

Mumbai, dated June 01, 2012 By Order of the Board of Directors

Registered Office: Sd/-

Wankhede Stadium, North Stand, Anil S Manghnani

Staircase No.13, 'D' Road, Chairman & Whole Time Director Churchgate, Mumbai - 400 020.

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the Seventy second Annual Report, together with the Audited Statement of Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS: 31/03/2011 31/03/2010

TT

GROSS PROFIT 6,086,670 13,410,677

Less : Depreciation (891,996) (923,405)

PROFIT / (LOSS) BEFORE TAXATION 5,194,674 12,487,272

PROVISION FOR TAXATION (net) (1,422,649) (6,257,879)

PROFIT / (LOSS) AFTER TAX 3,772,025 6,229,393

Add: Brought Forward Profit of 34,013,176 29,498,418 Previous Year AMOUNT AVAILABLE FOR APPROPRIATION 37,785,201 35,727,811

Less: Proposed Dividend 1,465,563 1,465,563

Provision for Corporate tax on dividend 249,072 249,072

Less: Transfer to General Revenue NIL NIL

Balance carried to Balance Sheet 36,070,566 34,013,176

BUSINESS ACTIVITIES AND OPERATIONS:

The Company’s operations resulted in a gross profit of Rs. 60.87 lacs against Rs. 134.11 lacs in the previous year. After providing for depreciation of Rs. 8.92 lacs (previous year Rs. 9.23 lacs ) and making net provision for taxation of Rs. 14.23 lacs. (Previous year Rs. 62.58 lacs) the Company has earned a net profit of Rs. 37.72 lacs as against net profit of Rs. 62.29 lacs in the previous year.

The markets did rally till Diwali last year, post which we witnessed a correction. However, the company saw a drop both in revenues and profits. This can be attributed to an overall drop in trading volumes and also an increase in employee costs. While markets rallied, mutual funds continued to witness redemption pressures and thus that led to a drop in volumes. In addition, brokerage rates continue to fall and also competition continues to rise.

Another significant shift in trading pattern has been witnessed in the past few months where most traders have moved their focus from trading futures to trading in options. Here, the brokerage revenues are lower which has also resulted to an overall dip in revenues. As has well been documented recently, overall Inflation in India has been rising at a fast pace. Thus, the company too has seen a steady rise in expenses.

The environment remains challenging and given the rising Interest rates and high input costs due to higher global commodity prices, we expect some head winds for the financial markets in the current year. We hope that the markets will see out this rough patch and look up towards the latter part of the on going fiscal year. Although we expect a tough road ahead, we remain dedicated and committed to all our shareholders. We will continue with our sincere efforts to improve our performance going forward.

DIVIDEND :

Your Directors recommend a Dividend of 5% (previous year 5%) for the year ended 31st March 2011.The dividend will absorb T 14, 65,563/- tax free in the hands of shareholders. If approved, such dividend will be paid to those shareholders, whose names appear in the Register of Members as on 11th August 2011.

DIRECTORS :

Mr. Narendra Hira Advani and Mr. Radhakrishna Narayan Shenvi joined the board as Additional Directors during the year and are holding office only upto the date of this Annual General Meeting. They are eligible for re-appointment and have indicated their willingness to serve, if re-appointed. The company has received notice in writing proposing their candidature for the office of directors subject to retire by rotation.

In accordance with the Articles of Association of the Company Mr. U K Mallik and Mr. Ghansham Shewakramani retire by rotation and being eligible for re-appointment and have indicated their willingness to serve, if re-appointed.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors based on the representations received from the Management, confirms that :

(a) In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2011 and of the profit of the Company for the year ended 31st March, 2011.

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

(d) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE :

Since the paid-up capital of the company is less than 5 corores and the company does not have full time Company Secretary in employment a Secretarial Compliance Certificate u/s. 383A of the Companies Act, 1976 as ammended from a practicing Company Secretary M/s. Anil Jani & Company is annexed herewith as a part of Directors Report.

FIXED ASSETS :

The Fixed Assets of the Company as at the close of the year, stood at Rs. 132.57 lakhs (Previous year T 130.03 lakhs).

DISCLOSURES :

The particulars of the conservation of energy, technology and absorption, foreign exchange earning and outgo as required u/s.217 (1) (e) of the Companies Act, 1956 duly amended by the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, the same are not applicable to the Company. Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendments) Rules, 1975 as amended till date, is not given as none of the employees of the company exceeds the limit.

Since the paid-up share capital of the Company is less than prescribed, the provisions of Section 292A(1) of the Companies Act, 1956 and Clause 49 of the Listing Agreement relating to constitution of Audit Committee, Remuneration Committee and Corporate Governance respectively, are not applicable to the Company.

AUDITORS :

M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires at the close of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate u/s. 224 1(B) of the Companies Act, 1956 to act as auditors if appointed has been obtained showing their eligibility to that effect that their appointment , if considered will be in order.. Your Board of Directors recommends their appointment until the conclusion of the next Annual General Meeting.

APPRICEATION :

The Board of Directors takes this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company. Our sincere appreciation to Institutional, Retail & Portfolio Clients for their patronage to our Company.

By Order of the Board of Directors

Sd/- Anil S. Manghnani Chairman & Whole Time Director Mumbai, dated 3rd August 2011

Registered Office: Wankhede Stadium, North Stand, L&M Wing, ‘D’ Road,Churchgate, Mumbai - 400020.

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Mar 31, 2010

The Directors are pleased to present the Seventy First Annual Report, together with the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS: 31/03/2010 3 1/03/2009

Rupees Rupees

GROSS PROFIT 1,34,10,677 51,33,752

Less: Depreciation (9,23,405) (11,02,750)

PROFIT / (LOSS) BEFORE TAXATION 1,24,87,272 40,31,002

PROVISION FOR TAXATION (net) (62,57,879) (10,20,063)

PROFIT / (LOSS) AFTER TAX 62,29,393 30,10,939

Add: Brought Forward Profit of Previous Year 2,94,98,418 2,82,02,113

AMOUNT AVAILABLE FOR APPROPRIATION 3,57,27,811 3,12,13,052

Less: Proposed Dividend 14,65,563 14,65,563

Provision for Corporate tax on dividend 2,49,072 2,49,072

Less: Transfer to General Revenue NIL NIL

Balance carried to Balance Sheet 3,40,13,176 2,94,98,418



BUSINESS ACTIVITIES AND OPERATIONS:

The Companys operations resulted in a gross profit of Rs.134.11 lacs against Rs. 51.34 lacs in the previous year. After providing for depreciation of Rs.9.23 lacs (previous year Rs. 11.03 lacs ) and making net provision for taxation of Rs.62.58 lacs. (Previous year Rs 10.20 lacs) the Company has earned a net profit of Rs.62.29 lacs as against net profit of Rs. 30.11 lacs in the previous year.

The higher profit of more then 100% as compared to the profit from the previous year is largely due to increase in the stock market activities, which has led to an increase in the brokerage business.

The Indian markets have had a great run in the financial year 2009-2010. The sensex has more than doubled from the lows of 2008. The GDP growth is back on track and hopefully we can achieve 8-10% in the years to come. In addition, the success of the 3G & Broadband auctions have been a welcome gift for the Government which will also help in reducing the fiscal deficits.

The headwinds and challenges in the current year include the local inflation and the ongoing soverign debt crisis in Europe. As far as inflation goes, the Govt. is taking necessary measures to bring down the same. However, the European crisis, if deepens further, could bring a halt to the ongoing global recovery and thus that could be the major hurdle for our own markets in this year.

Your Directors have the pleasure to inform you that since the past few years our effort and commitment have been successful in procuring steady Institutional clientele business. Our full-fledged institutional trading desk has grown and we expect the same to continue in the coming years.

DIVIDEND :

Your Directors recommend a Dividend of 5% (previous year 5%) for the year ended 31st March 2010.The dividend will absorb Rs.14, 65,563/- tax free in the hands of shareholders. If approved, such dividend will be paid to those shareholders, whose names appear in the Register of Members as on 29th September 2010.

DIRECTORS :

In accordance with the Articles of Association of the Company Mrs. Roshan Advani Patheria and Mr. Monish Shewakramani retire by rotation and being eligible for re-appointment and have indicated their willingness to serve, if re-appointed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors based on the representations received from the Management, confirms that

(a) In the preparation of annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2010 and of the profit of the Company for the year ended 31st March, 2010.

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

(d) The annual accounts have been prepared on a going concern basis.

FIXED ASSETS :

The Fixed Assets of the Company as at the close of the year, stood at Rs. 130.22 lakhs (Previous yearRs. 119.93 lakhs).

DISCLOSURES :

The particulars of the conservation of energy, technology and absorption, foreign exchange earning and outgo as required u/s.217 (1) (e) of the Companies Act, 1956 duly amended by the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, the same are not applicable to the Company.

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) (Amendments) Rules, 1975 as amended till date, is not given as none of the employees of the Company exceeds the limit.

Since the paid-up share capital of the Company is less than prescribed, the provisions of Section 292A(1) of the Companies Act, 1956 and Clause 49 of the Listing Agreement relating to constitution of Audit Committee, Remuneration Committee and Corporate Governance respectively, are not applicable to the Company.

AUDITORS :

M/s. Bhandari Dastur Gupta & Associates Chartered Accountants retires at the close of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A Certificate ji/s. 224 1(B) of the Companies Act, 1956 to act as auditors if appointed has been obtained showing their eligibility to that effect that their appointment, if considered will be in order. Your Board of Directors recommends their appointment untill the conclusion of the next Annual General Meeting.

APPRICEATION :

The Board of Directors takes this opportunity to thank the employees for their dedicated service and contribution towards the growth of the Company. Our sincere appreciation to Institutional, Retail & Portfolio Clients for their patronage to our Company.

Mumbai, dated 26th May, 2010 By Order of the Board of Directors

Registered Office:

Wankhede Stadium, Sd/-

North Stand, L&M Wing, D Road, H. K. ADVANI

Churchgate, Mumbai - 400 020. Chairman

Corporate Office :

9, Kala Niketan Building, 2nd Floor,

95 Queens Road, Churchgate,

Mumbai - 400 020.