Directors Report of Remi Securities Ltd.

Mar 31, 2014

Dear Members,

The Directors present to you herewith the audited accounts of the Company for its financial year ended 31st March, 2014.

The financial results are:

(Rs. In) Lacs)

Financial Results 2013-2014 2012-2013

Gross Income 4471.94 6673.08

Net Profit/(Loss) (131.98) 34.90

Balance brought forward 180.24 160.34

48.26 195.24

Transfer to General Reserve - 15.00

Net surplus in the Statement of Profit & Loss 48.26 180.24

48.26 195.24

WORKING:

The Company has incurred a net loss of Rs. 131.98 Lakhs during the year compared to profit of Rs. 34.89 Lakhs during previous year due to loss of Rs. 88.89 Lakhs on sale of long term investments and partial write off of NSEL exposure. The Company had exposure in NSEL to the extent of Rs. 794.80 Lakhs out of which it has written of Rs. 198.70 Lakhs being 25% of total exposure. The Company is watching the developments in the said matter closely, in view of the steps taken by EOW of Mumbai Police, legal case in the High Court and steps taken by Govt.

DIRECTORS:

Shri Pramod C. Jalan (DIN:00087437), retires by rotation and is to be re-appointed.

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s Sundarlal, Desai & Kanodia, Chartered Accountants (Firm Registration No.110560W) are eligible to hold the office for a period of three years, upto 2017.

The members are therefore requested to appoint M/s Sundarlal, Desai & Kanodia, Chartered Accountants as auditors for three years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 44th Annual General Meeting, to be scheduled in 2017.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not a manufacturing company; hence the particulars relating to conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there were no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits.

DIRECTORS'' RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

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

(iv) the directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors appreciate the faith you have reposed in the Company and are confident that the Company can depend upon your continued support in its endeavour to grow.

Registered Office: ON BEHALF 0F THE B0ARD

REMI HOUSE Plot No.11, Cama Industrial Estate, Goregaon (East), Mumbai-400 063 (PRAMOD C. JALAN) Dated: 14th August, 2014 CHAIRMAN

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Mar 31, 2013

To The Members of REMI SECURITIES LIMITED

The Directors present to you herewith the audited accounts of the Company for its financial year ended 31st March, 2013.

The financial results are:

(Rs.in Lacs)

Financial Results 2012 – 2013 2011 – 2012

Gross Income 6673.08 24.05

Net Profit 34.90 12.17

Balance brought forward 160.34 163.17

195.24 175.34

Transfer to General Reserve 15.00 15.00

Net surplus in the Statement of Profit & Loss 180.24 160.34

195.24 175.34

DIRECTORS:

As provided in Section 255 of the Companies Act, 1956, Shri Pramod C. Jalan, retires by rotation and is to be re-appointed.

AUDITORS:

The Auditors M/s. Sundarlal, Desai & Kanodia, Chartered Accountants, are to be re-appointed. They have expressed their willingness to accept the re-appointment. In terms of Section 224A of the Companies Act, 1956, their re-appointment needs to be made by the members and their remuneration has to be fixed.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is not a manufacturing company; hence the particulars relating to conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, there were no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of remuneration equal to or exceeding the prescribed limits.

DIRECTORS'' RESPONSIBILITY STATEMENT:

On the basis of compliance certificates received from the concerned executives of the respective Divisions of the Company and subject to disclosures in the annual accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, the Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

(iv) the directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors appreciate the faith you have reposed in the Company and are confident that the Company can depend upon your continued support in its endeavour to grow.

ON BEHALF OF THE BOARD

Registered Office:

REMI House,

Plot No.11, Cama Industrial Estate, Sd/-

Goregaon (East), Mumbai – 400 063 (BHAGIRATH SINGH)

Date: 13th August, 2013 CHAIRMAN

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Mar 31, 2010

The Directors present to you herewith the audited accounts of the Company for its financial year ended 31st March, 2010.

The financial results are:

(Rs. in Lacs)

Financial Results 2009-2010 2008-2009

Gross Income 83.67 70.00

Profit before Depreciation and Interest 18.45 0.43

Interest 15.58 3.50

Depreciation 0.20 15.78 0.00 3.50

2.67 (3.07)

Taxation- Credit 4.52 5.10

Net Profit 7.19 2.03

Add. Balance brought forward 129.10 132.07 136.29 134.10

Transfer to General Reserve 5.00 5.00

Balance carried to Balance Sheet 131.29 129.10

136.29 134.10



INFORMATION PURSUANT TO SECTION 217(1) OF THE COMPANIES ACT. 1956:

Sub-Section (1)(e):

A. Conservation of Energy and Technology Absorption:

The Company is not manufacturing company; hence the particulars relating to conservation of energy and technology absorption are not applicable.

B. Foreign Exchange Earnings and Outgo:

During the year under review, there were no foreign exchange earnings and outgo.

Sub-section (2A):

No employee of the Company was in receipt of remuneration equal to or exceeding prescribed limits.

Sub Section (2AA):

Your Directors state:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

iii) that the directors 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 and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis.

PROPOSED BUSINESS:

The Company in its meeting held on 3d July, 2010 took a decision to issue 3,50,000 Equity Shares on preferential basis.

ON BEHALF OF THE BOARD

Registered Office:

Plot No.11, Cama Industrial

Estate, Goregaon (East),

Mumbai - 400 063 (BHAGIRATH SINGH)

Dated: 3rd July, 2010. CHAIRMAN

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Mar 31, 2003

The Directors present to you herewith the audited accounts of the Company for its financial year ended 31st March, 2003.

The financial results are:

(Rs. In Lacs)

Financial Results 2002 - 2003 2001 - 2002

Gross Income 34.03 145.36

Profit before Depreciation and Interest 5.54 14.48

Interest 0.65 0.49

Depreciation 0.02 0.67 0.01 0.50

4.87 13.98

Taxation 1.90 5.11

Net Profit 2.97 8.87

Excess Provision for Depreciation W/ Back - 0.07

Short Provision for Income Tax (0.04) -

Deferred Tax Assets up to Previous Year - 6.47

Add. Balance brought forward 19.27 3.86

22.20 19.27

Section 217(2AA) :

Your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) that the directors 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 and other Irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

ON BEHALF OF THE BOARD

(V.S. IYER) CHAIRMAN

Registered Office:

53-A, Mittal Court, Nariman Point, Mumbai-400 021

Dated : 4th September,2003.