Directors Report of Sugal & Damani Share Brokers Ltd.

Mar 31, 2024

Your director’s would like to present the Thirtieth Annual Report together with the Audited Accounts for the year ended March 31, 2024. The financial highlights of your Company for the year 2023-24 are as follows:

Particulars	2023 - 24 (Rs. in Lakhs)	2022 - 23 (Rs. in Lakhs)
Gross Income	638.71	259.03
Profit before Interest, Depreciation and Tax	360.71	153.15
Less: Interest	58.34	-
Less: Depreciation	2.84	2.08
Net Profit before Tax	299.53	151.07
Less: Tax and other prior period adjustment	68.42	53.34
Net Profit for the period after tax and prior period adjustment	231.11	97.70
Other Comprehensive Income	(12.69)	(12.69)
Total Comprehensive Income	220.20	85.02
Less: Proposed Dividend & Tax	-	-
Less: Transitional Depreciation	-	-
Add: Profit brought forward from the previous year	1501.17	1195.95
Add: Transition Impact as per Ind AS	-	-
Profit carried forward	1501.17	1280.97
Earnings per Share
Basic:	3.70	1.56
Diluted:	3.70	1.56

Dividend

The Company''s operations resulted in increased Profit for the year 2023-24 due to new business of land plotting. The new business venture of Land plotting requires capital and hence your director’s have not recommended any dividend on the Equity Capital of the Company for the year ended March 31, 2024.

Brief Description of the Company’s Affairs

The Company has been conducting the operational activities during the year as mentioned below: Buying, Selling and dealing in shares and other Securities in Secondary Markets.

Development and Selling of Plotted Lands.

Reserves

The Company has not transferred any amount to the Reserves.

Material changes and commitments, if any, affecting the financial position of the

COMPANY

The company has already surrendered its membership in NSE, BSE and CDSL.

Directorate

Mr. Vinodh Jain (DIN - 00050095), Director, retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Mahesh Chandak (DIN - 00050149), Director, retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Declaration of independence by Directors

The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and relevant regulations of SEBI (LODR) Regulations, 2015.

Meetings of the board of Directors

The Company had 4 Board meetings during the financial year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. For further details please refer report on Corporate Governance of this Annual Report.

Board EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and 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 Committee and other committees.

In compliance with the provisions of the Companies Act,2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Independent Directors held a meeting on August 11, 2023, and:

• Reviewed the performance of non-independent directors and the Board as a whole.

• Assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board, which is necessary for the Board to effectively and reasonably perform their duties

Familiarization program for independent Directors

Pursuant to Clause 25(7) of SEBI (LODR) Regulations, 2015, the Company shall familiarize the Independent Directors with the Company and their roles, rights, responsibilities in the Company, nature of industry in which the company operates, business model of the Company etc.

However, the Independent Directors have been a part of the Board for a few years now, and so no separate sessions for familiarization have been conducted during the year. Further the Policy on the Company’s Familarisation Programme for Independent Directors can be accessed at http://www.sugalshare.com/InvestorRelations/CompanyPolicies/FamilarisationProgrammeforIndependent Directors.

Remuneration Policy

Your Board has a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy forms a part of the Corporate Governance Report annexed to this report.

Investor Education And Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Further, the statement of unclaimed and unpaid dividend are provided on our website, at www.sugalshare.com/Investorrelations/Reporting/Statement of Unclaimed Dividend.

Details of Subsidiary / Joint ventures / Associate Companies

The company neither has any subsidiary nor any joint venture(s) during the year.

Auditor

Mrs. Diyali B proprietor M/s. Diyali B and Associates, Chartered Accountant, Chennai, is the retiring auditor and he is eligible for reappointment as auditor of the company.

The Company has received letter from Mrs. Diyali B and Associates to the effect that his reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that he is not disqualified for re-appointment.

Comments on Secretarial Audit Report

The Board of Directors of the Company appointed, M/s. N K Bhansali & Co, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2023-24 in terms of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed as Annexure A of this report.

The Secretarial Auditor has observed that the shares as per section 124 (6) had not been transferred by the company to IEPF as the company was not able to upload IEPF 4 ie Statement of Shares Transferred to the IEPF due to some technical issues with IEPF PORTAL for which necessary communications were made but resolution for the same is not arrived at. The matter is being consistently followed up by the company with the IEPF authorities. Further the company has transferred the Shares to IEPF on 17^th May 2022 only form IEPF 4 has not been filed.

Internal Audit & Controls

The Company has appointed Mr. O Tej Prakash, of M/s. Tej Prakash & Co, Chartered Accountant as its Internal Auditor. His scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Whistle Bowler Policy And Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.sugalshare.com under Investor Relations > Company Policies > Whistle Blower and Vigil Mechanism.

RISK MANAGEMENT POLICY

The company is primarily exposed to credit risk, interest rate risk, liquidity risk and operational risks. The Board oversees and approves the Company’s enterprise wide risk management framework. It reviews credit and operational risks and policies in relation to investment strategy and other risks like interest rate risk and liquidity risk. The Company’s management monitors and reports principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The company’s management systems, organisational structures, processes, standards and code of conduct together form the risk management governance system of the company.

Your company has a robust Risk Management Methodology which has been implemented effectively outlining the exposure given to the Clients of the Company and ensuring the integrity of the company’s accounting and financial reporting systems, including the independent audit and compliance with the law and relevant standards.

DEPOSITS

Your Company did not invite or accept any Deposit from public during the year under review.

Particulars of loans, guarantees or investments under section 186

Details of loans, guarantees or investments under section 186 of the Companies Act, 2013 are annexed to this report in Annexure B.

Contracts and arrangements with related Parties

Related Party Transaction entered into during the year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their r elatives which could have had a potential conflict with the interests of the Company.

Management Discussion and Analysis

The global economy has defied expectations, exhibiting resilience despite disinflation fears in 202223 and central bank interest rate hikes aimed at curbing inflation. This steady growth can be attributed to factors like increased government spending, continued consumer spending, and a surprising rise in labour force participation. All these factors helped avert the dreaded stagflation scenario.

The April 2024 World Economic Outlook, titled “Steady but Slow: Resilience amid Divergence,” projects continued global growth at a moderate pace of 3.2% for 2024 and 2025, mirroring the overall performance in 2023.

Growth is expected to remain modest, with a slight acceleration in advanced economies offset by a moderate slowdown in emerging markets. Long-term growth projections, however, paint a picture of historically low figures.

Indian Economy

Despite a challenging global environment in FY 2023-24, marked by high-interest rates and geopolitical tensions, India demonstrated impressive resilience. Retaining its position as the world’s fifth-largest economy, India is projected to achieve a growth rate of 7.6% according to the second revised estimates by MOSPI, surpassing the previous year’s 7%. This robust growth is attributed to strong domestic consumption, increased government capital expenditure, a fortified financial sector, and stable monetary policies.

Both the manufacturing and service sectors thrived. Manufacturing saw an impressive 8.5% growth, with the Index of Industrial Production (IIP) for manufacturing registering a significant 5.6% year-on-year increase. The service sector remained resilient, with the Purchasing Managers’ Index (PMI) consistently exceeding 50, indicating sustained expansion. Additionally, a surge of 11.7% in GST collections underscored robust domestic demand.

Global geopolitical tensions, particularly the Russia-Ukraine conflict, triggered a rise in oil prices and grain scarcity, leading to higher global inflation. India felt these effects, experiencing increased inflation rates. To address this, the Reserve Bank of India maintained a stringent monetary policy, keeping key policy rates unchanged at 6.5%. This effectively managed inflation within the tolerance band, with average CPI inflation estimated at 5.4% for the fiscal year.

(a) Industry Structure and Developments

During the year market has been rising sharply. The market trends will further be determined by various domestic and international factors like global market movements, outcome of war between Russia and Ukraine, RBI''s policy, upcoming state election and visible improvement in corporate earnings of domestic firms.

(b) Opportunities and threats

The company has surrendered membership of NSE, BSE and CDSL.

You company has entered into new business venture relating to plotting and land development. Market may be volatile due to State elections.

(c) Segment-Wise or Product-Wise Performance

During the financial year ended March 31, 2024 the Company operated in two segments of business viz, Share Broking and Land Plotting.

(d) Outlook

The secondary markets are expected to remain volatile.

(e) Internal Control Systems and their adequacy

In the opinion of your Directors, Internal Control Systems in the Company are adequate.

(f) Financial Performance

The financial performance during the year under review is given above.

(g) Human Resources/Industrial Relations

The number of people employed has become 17 and the employer-employee relations have been cordial throughout the year.

(h) Risks and concerns

SEBI has introduced margin system for Future & Options and also for Intra-day trading which has mitigated the risk of the company.

Policy on Risk Management

In accordance with the requirement of Corporate Governance the Board of Directors of the Company has adopted a policy on risk management for assessment and minimization procedure of risk for periodical review by the Board.

Policy on Determination of Materiality for disclosures

In terms of the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Regulations”), Sugal and Damani Share Brokers Limited (hereinafter referred to as “the Company”) has framed a Policy for determination of materiality of events/ information. Further, the detailed policy are provided on our website, at www.sugalshare.com/company policies/policy on determination of materiality for disclosures.

Policy on Preservation of documents

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) the company has formulated the policy on preservation of documents with the objective of classifying various documents, records and registers for the purpose of maintenance and preservation. Further, the detailed policy are provided on our website, at www.sugalshare.com/company policies/policy on preservation of documents.

Policy on Related Party Transactions

The policy regulates all transactions between the Company and its related parties in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the detailed policy are provided on our website, at www.sugalshare.com/company policies/policy on related party transactions.

Obligation of Company under the Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013

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. During the year Company has not received any compliant of harassment.

Particulars of Employees

There was no employee whose particulars as per the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are to be reported.

Disclosures pertaining to remuneration and other detail as required under section 197(12) of

the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 are provided in this report in Annexure D.

Information required under section 134(3)(m) of the Companies Act, 2013

The consumption of electricity during the year was minimal. Management is taking conscious efforts to conserve energy. Your Company has no activity with regard to technology absorption. Your Company does not have any foreign exchange earnings or outgo during the year.

Corporate Governance

The Corporate Governance regulations as per the Listing Agreement have been fully complied with. The Report of your Directors on the practices of Corporate Governance forms part of this report in Annexure E. A Certificate from the Auditor of the Company regarding compliance with the Code of Corporate Governance, certification by CEO / CFO and Declaration of Compliance with Code of Conduct form a part of the Corporate Governance Report.

Directors'' responsibility Statement

As required by Section 134(5) of the Companies Act, 2013, your Directors confirm:

(a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) that 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 ended March 31, 2024, and of the profit/loss of the Company for that year;

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

(d) that the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

adoption of the Indian accounting standards (ind as)

The Company had adopted the Indian Accounting Standards (Ind AS). Accordingly the financial statements for current year including comparative figures of previous year are based on Ind AS and in accordance with the recognition and measurement principles stated therein.

Listing with Stock Exchanges

Shares of the Company are listed on Bombay Stock Exchange Limited (Scrip Code - 511654). Listing fee to the Stock Exchange has been paid up to date.

Acknowledgment

Your director’s would like to sincerely thank the Company''s banker HDFC Bank Ltd, Bank of Baroda and the shareholders of the Company. We also thank the business associates, clients and employees of the Company for their co-operation and support.

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Mar 31, 2015

Dear Members,

Your Directors would like to present the Twenty-Second Annual Report together with the Audited Accounts for the year ended March 31,2015. The financial highlights of your Company for the year 2014-15 are as follows:

2014 - 2015 2013 - 2014

(Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 653.68 343.93

Profit before Interest, 216.91 38.83 Depreciation and Tax

Less: Interest 53.69 19.62

Less: Depreciation 9.08 6.79

Net Profit before Tax 154.14 12.42

Less: Tax and other prior 46.64 2.60 period adjustment

Net Profit for the period 107.50 9.82 after prior period adjustment

Less : Proposed Dividend & Tax - -

Less: Transitional Depreciation 25.74 -

Add: Profit brought forward 116.77 106.95 from the previous year

Profit carried forward 198.53 116.77

Earnings per Share

Basic: 1.72 0.16

Diluted: 1.72 0.16

DIVIDEND

The Company's operations resulted only in a nominal profit for the year 2014-15. Due to working capital requirements, your Directors have not recommended any dividend on the Equity Capital of the Company for the year ended March 31,2015.

BRIEF DESCRIPTION OF THE COMPANY'S AFFAIRS

India's Real GDP growth picked-up to 7.3% in FY 2015 (source: www.mospi.nic.in) and is likely to improve further in the current fiscal year. The Company has been conducting the following operational activities during the year:

i. Buying, Selling and dealing in shares and other Securities in Secondary Markets.

ii. Identifying investment avenues and advising on portfolio management of cash and assets.

In the case of FPOs, we take up underwriting and broking.

RESERVES

The Company has not transferred any amount to the Reserves.

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

No material changes and commitments have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report that affect the financial position of the company.

DIRECTORATE

Mr. Prasan Chand Jain (DIN - 00050081), Director, retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Ms. Dhanesh Mrinalini (DIN - 05118819), has been appointed as an Additional Director in the category of Women Director pursuant to Section 149 of the Act w.e.f. March 31, 2015 who holds office up to the date of the ensuing Annual General Meeting of the Company.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS

The Company had 4 Board meetings during the financial year under review. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. For further details please refer report on Corporate Governance of this Annual Report.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in MGT-9 and is attached to this Report in Annexure A

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 Committee and other committees.

In compliance with the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement with the Stock Exchanges, the Independent Directors held a meeting on February 4, 2015, and:

* Reviewed the performance of non-independent directors and the Board as a whole.

* Assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to Clause 49 of the Listing Agreement, the Company shall familiarize the Independent Directors with the Company and their roles, rights, responsibilities in the Company, nature of industry in which the company operates, business model of the Company etc.

However, the Independent Directors have been a part of the Board for a few years now, and so no separate sessions for familiarization have been conducted during the year.

REMUNERATION POLICY

Your Board has a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy forms a part of the Corporate Governance Report annexed to this report.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The company neither has any subsidiary nor any joint venture(s) during the year. However M/s. Sugal Commodity Brokers P. Ltd. is an associate of the Company as per Section 2(6) of the Companies Act, 2013.

AUDITOR

Mr. R. Mugunthan, Chartered Accountant, Chennai, is the retiring auditor and he is eligible for reappointment.

The Company has received letter from Mr. R. Mugunthan to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that he is not disqualified for re-appointment.

AUDITORS' REPORT

The Auditor, in his report, has made a reservation that the Company has not deposited Income Tax Dues of Rs. 55.62 Lacs (for Asst. Year 2010-11) and Rs. 4.24 Lacs (for Asst. Year 2012-13). The dues have not been deposited as the same is being contested by the Company and the dispute is pending before the Commissioner of Income Tax (Appeals). The observation in the report of the Auditor and the Annexure appended thereto is self-explanatory and does not call for any further comments.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Mr. R. Sivasekaran, Practicing Company Secretary, has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is given as Annexure B to this report.

The Secretarial Auditor in his audit report observed that there has been a general delay in filing the returns with the Registrar and the resolution for considering and adopting its unaudited quarterly accounts for the quarter ended 30th June, 2014 has not been filed. It was noted by the Board that it was an accidental omission and caused inadvertently due to oversight, without prejudice to the interests of the Shareholders of the Company and the General Public.

It has also been pointed out that the Company has not framed any vigil mechanism / whistle blower policy as required in terms of sub-section (9) of section 177 of the Companies Act, 2013 and clause 49 of the listing agreement. However, a Whistle Blower Policy & Vigil Mechanism has now been adopted by the company and the same has been placed on the website of the Company viz., www.sugalshare.com.

It has also been pointed out that the Company has not appointed a Company Secretary as its Key Managerial Personnel under section 203 of the Companies Act, 2013 and as its Compliance Officer under clause 47(a) of the listing agreement. However, the Company has not been able to appoint a suitable candidate in this connection and has placed multiple advertisements in the English and regional newspapers.

Your Directors have now taken note of the qualifications and are making provisions for complying with the same. The Company had taken appropriate steps to avoid such instances in future.

INTERNAL AUDIT & CONTROLS

The Company continues to engage Mr. Sudhir Jain, Chartered Accountant as its Internal Auditor. His scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

VIGIL MECHANISM

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

RISK MANAGEMENT POLICY

The company is primarily exposed to credit risk, interest rate risk, liquidity risk and operational risks. The Board oversees and approves the Company's enterprise wide risk management framework. It reviews credit and operational risks and policies in relation to investment strategy and other risks like interest rate risk and liquidity risk. The Company's management monitors and reports principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The company's management systems, organisational structures, processes, standards and code of conduct together form the risk management governance system of the company.

Your company has a robust Risk Management Methodology which has been implemented effectively outlining the exposure given to the Clients of the Company and ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit and compliance with the law and relevant standards.

DEPOSITS

Your Company did not invite or accept any Deposit during the year under review.

NBFC STATUS OF THE COMPANY

The RBI permitted the Company to exit from the NBFC Business and RBI Certificate of Registration No. B.07.00362 dt. 13.10.2003 stands cancelled, as desired by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees or investments under section 186 of the Companies Act, 2013 are annexed to this report in Annexure C.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Related Party Transaction entered into during the year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives which could have had a potential conflict with the interests of the Company.

POLICY ON RISK MANAGEMENT

In accordance with the requirement of Corporate Governance the Board of Directors of the Company has adopted a policy on risk management for assessment and minimization procedure of risk for periodical review by the Board.

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 Workplace the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 9, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for Prevention of Sexual Harassment of Women at Workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of Harassment.

PARTICULARS OF EMPLOYEES

There was no employee whose particulars as per the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are to be reported.

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report in Annexure D.

INFORMATION REQUIRED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013

The consumption of electricity during the year was minimal. Management is taking conscious efforts to conserve energy. Your Company has no activity with regard to technology absorption. Your Company does not have any foreign exchange earnings or outgo during the year.

CORPORATE GOVERNANCE

The Corporate Governance regulations as per the Listing Agreement have been fully complied with. The Report of your Directors on the practices of Corporate Governance forms part of this report in Annexure E. A Certificate from the Auditor of the Company regarding compliance with the Code of Corporate Governance, certification by CEO / CFO and Declaration of Compliance with Code of Conduct form a part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(5) of the Companies Act, 2013, your Directors confirm:

(a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) that 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 ended March 31,2015, and of the profit / loss of the Company for that year;

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

(d) that the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

APPLICATION FOR COMPOUNDING OF OFFENCES

The Company has filed an application under Regulation 40(1) of the Company law Board Regulations, 1991 and Section 621A of the Companies Act, 1956 for compounding of offences u/s. 372A of the Companies Act, 1956. The Company has also filed an application under Regulation 40(1) of the Company law Board Regulations, 1991 and Section 621A of the Companies Act, 1956 for compounding of offences u/s. 295 of the Companies Act, 1956.

The said applications are pending for hearing before the Company Law Board.

LISTING WITH STOCK EXCHANGES

Shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai, PJ. Towers, Dalal Street, Mumbai - 400 001 (Stock Code - 511654). Listing fee to the Stock Exchange has been paid up to date.

The Shares of the Company were also listed on Madras Stock Exchange ("MSE"). However, Securities Exchange Board of India ("SEBI") has passed an Order on May 14, 2015 providing the exit to Madras Stock Exchange Limited ("MSE").

ACKNOWLEDGMENT

Your Directors would like to sincerely thank the Company's banker's viz., Axis Bank Ltd., HDFC Bank Ltd., & Karur Vysya Bank Ltd., and the shareholders of the Company. We also thank the employees of the Company for their co-operation and support.

By order of the Board For SUGAL & DAMANI SHARE BROKERS LTD.

Mahesh Chandak S. Kannadasan Place: Chennai Executive Director Director Date: May 29, 2015 DIN - 00050149 DIN - 00050177

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Mar 31, 2012

The Directors would like to present the Nineteenth Annual Report together with the Audited Accounts for the year ended 31st March, 2012. The financial highlights of your Company for the year 2011-2012 are as follows:

2011-2012 2010-2011

(Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 473.84 846.73

Profit before Interest, depreciation and Tax 77.71 235.97

Less: Interest 49.49 89,48

Less: Depreciation 16.92 17.03

Net Profit before Tax 11.30 129.46

Less: Tax and other prior period adjustment (6.19) 38.09 Net Profit for the period after prior period

adjustment 17.49 91.37

Less: Proposed Dividend & Tax 7.26 36.44

Add: Profit brought forward .

from the previous year 93.20 38.27

Profit carried forward 103.43 93.20

The Company's operations resulted in a nominal profit only for the year 2011-2012. Therefore, your directors are in a position to recommend only 1 % dividend(i.e., 10 paise per share) on the equity capital of the Company for the year ended 31.3.2012.

DEPOSITS

Your Company did not invite or accept any deposit during the year under review.

NBFC STATUS OF THE COMPANY

The RBI permitted the Company to exit from the NBFC Business and RBI Certificate of Registration No.

B.07.00362 dt. 13.10.2003 stands cancelled, as desired by the Company.

DIRECTORATE '

Shri. S. Vinodh Kumar and Shri Mahesh Chandak, Directors, retire by rotation and, being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Shri. R.N Damani and Shri P. J. Sreedharan, Directors, resigned from the Board with effect from 30.07.2011. The Board places on record its appreciation of services rendered by Shri. R.N Damani and Shri P J Sreedharan during their tenure.

Shri Rajesh Gurdas Wadhwa was inducted into the Board as Additional Director on 30.07.2011. He is eligible for appointment as Director at the ensuing Annual General Meeting. Accordingly, it is proposed to appoint him as Director at the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that 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 ended 31 st March 2012 and of the profit of the Company for that year;

(iii) that the Directors had taken proper and sufficient care 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;

and

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

CORPORATE GOVERNANCE:

The Corporate Governance regulations as per the Listing Agreements have been fully complied with. The report of your Directors on the practices of Corporate Governance is given as a separate section entitled 'Corporate Governance, which forms part of this report. A certificate from the Auditor of the Company regarding compliance with the Code of Corporate Governance is annexed.

LISTING WITH STOCK EXCHANGES

The company's equity shares continue to be listed on Bombay Stock Exchange and Madras Stock Exchange.

Listing fees for 2012-2013 have been paid to the Exchanges.

AUDITOR

Mr.R.Mugunthan, Chartered Accountant, Chennai, is the retiring auditor and he is eligible for reappointment.

INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Your Company has no activity with regard to conservation of energy or technology absorption. Your Company does not have any foreign exchange earning or outgo during the year.

PARTICULARS OF EMPLOYEES

There was no employee whose particulars under section 217(2A) of the Companies Act, 1956 are to be reported.

ACKNOWLEDGMENT

Your Directors would like to sincerely thank the Company's bankers viz., Axis Bank Ltd., Bank of Baroda., HDFC Bank Ltd., Indian Overseas Bank, Karur Vysya Bank Ltd. and State Bank of India, the shareholders and the employees of the Company.

By order of the Board

For Sugal & Damani Share Brokers Limited

S.Vinodh Kumar

Executive Director

Place: Chennai Mahesh Chandak

Date: 21.05.2012 Executive Director

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Mar 31, 2010

The Directors would like to present the Seventeenth Annual Report together with the Audited Accounts for the year ended 31st March, 2010. The financial highlights of your Company for the year 2009-2010 are as follows:

2009-2010 2005-09

(Rs. in Lakhs) (Rs. in Lakhs)

Gross Income 892.27 620.08

Profit/(Loss) before Interest, depreciation and Tax 126.71 46.46

Less Interest 45.42 78.74

Less. Depreciation 16.86 15.47

Net Profit/(Loss) before Tax 64.43 (47.75).

Less: Tax and other prior period adjustment 9.48 3.92

Net Profit/{Loss) for the period after prior period 54.95 (51.67)

adjustment

Less: Proposed Dividend & Tax 36.56 -

Add: Profit/(Loss) brought forward from the 19.83 71.55

previous year

Profit/(Loss) carried forward 38.27 19 88



The Companys operations resulted in only nominal net profit for the year 2009-2010. Therefore, your directors are in a position to recommend only a dividend of 50 Paise per share on the equity capital of the Company for the year ended 31.3.2010,

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments

Stock broking industry consists of many broking companies which are of varying sizes ranging from large, medium and small. Few of the larger companies dominate the market share in tarms of trading volumes. There are also broking firms which are having tie-ups and equity participation from foreign broking companies. The small and medium sized share broking com- panies o perate mostly in particular regions and have limited pan-India presence.

The secondary market which saw recent new lows of sensex level of around 8,000 by March 2009 has more than doubled during the period under review to hover around 17,000 levels. Several shares reached new highs. Out of these, the shares of medium sized companies (popularly identified as Mid caps) have outperformed the shares of larger companies (popularly identified as large caps) over the past 6 month period.

Due to the buoyant market conditions during the period under review, the stock broking industry has done well in terms of increase in volumes, broking income and profits. Your company too achieved record trading volumes of over Rs.10,000 crore during the period under review.

The primary market too revived strongly and tie amount mobilized by corporates through IPOs increased substantially by about 7 times from about Rs.3500 crores during FY 2008-09 to over RS-24,000 crores during FY 2009-10.

Foreign institutional investors increased their investments substantially in India as the Indian economy is growing at a high rate of about 7 % backed by strong corporate results.

(b) Opportunities and threats

The buoyant market conditions benefited the stock broking industry and capitalizing on the same, most of the brokers extended their network to new centres/States.

Standard & Poor has upgraded the credit rating of India which will also improve the sentiment for investing in India by foreign investors.

Continued growth of Indias economy by over 7% will help in maintaining favourable investor sentiment for investing in the stock market.

However, continued domestic inflation of over 10% is a matter of concern. The removal of supply side bottlenecks and seasonal changes are expected to bring it down in the near term,

Global economic factors also have an impact on the investor sentiment. The developed econo- mies are on the revival path supported by stimulus packages of the respective Governments. If there are any defaults by banks which have been bailed out or if there is slow down in the recovery of these economies, these would also have adverse impact on the Investor sentiment

(c) Segment-Wisa or Product-Wise Performance

During the financial year ended March 31,2010 the company operated only in one segment of business viz, share broking.

(d) Outlook

The market is trading at Price/ Eaming(P/E) multiple of around 17 times on Financial Year 2010-11 profit estimates. Favourable global liquidity conditions would enable the markets to sustain high levels. Good results are also expected from corporate. The monsoon is predicted to be normal and Its progress would be watched. The market Is likely to move in narrow range and would be in consolidation mode in the meantime.

Once a clear trend In the corporate results and the monsoon Is known, the market sentiment would turn decisively. Stock selection would be an important factor. The mid cap companies are expected to come out with good results which will result in rerating of this space.

Broking companies would bo impacted by the trends in the secondary market and the outlook for the company would be cautiously optimistic.

(e) Risks and concerns

The recent European crisis involving the economic collapse of Greece due to high debt burden resulted in secondary market turmoil during the months of April and May 2010 globally. These are the risks in the near term. Due to sanction of bailout package by the European countries. the sentiment has changed favourably. But, other European countries such as Portugal. Ireland and Spain may have similar problems with the sovereign rating of Portugal already been down- graded.

The sentiment will however, be mainly impacted by the trends in the US economy. This will influence the market sentiments globally including the Indian stock markets. Of course, the Indian growth story would also be an influential factordetermining the market trends.

(f) Internal Control Systems and their adequacy

In the opinion of your Directors, internal control systems in the Company are adequate.

(g) Financial Performance

The Financial performance during the year under review is given above.

(h) Human Resources/Industrial Relations

The number of people employed has become 50 and the employer-employee relations have been cordial throughout the year.

DEPOSITS

Your Company did not invite or accept any deposit during the year under review.

RBI CERTIFICATE OF REGISTRATION

The Certificate of Registration No. B.07.00362 dt. 13.10.2003 issued by the RBI to the Company was surrendered by the Company on 05.02.2009.

DIRECTORATE

There was no change in the directorate during the year

Shri G. N. Damani, Shri. R. N. Damani and Shri Hastimal Surana,Directors, retire by rotation and. being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm;

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 ended 31st March 2010 and of the profit of the Company for that year;

(iii) that the Directors had taken proper and sufficient care 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;

and

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

CORPORATE GOVERNANCE:

The Corporate Governance regulations as per the Listing Agreement have been fully complied with, The report of your Directors on the practices of Corporate Governance is given as a separate section entitled "Corporate Governance", which forms part of this report. Acertificate from the Auditors of the Company regarding compliance with the Code of Corporate Governance is annexed.

LISTING WITH STOCK EXCHANGE

Presently, the companys equity shares are listed only on Bombay Stock Exchange.

Listing fees for 2010-2011 have been pa id to the Exchange.

AUDITOR

Mr.R.Mugunthan, Chartered Accountant, Chennai, is the retiring auditor and he is eligible for reappoint- ment.

INFORMATION REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Your Company has no activity with regard to conservation of energy or technology absorption. Your Company does not have any foreign exchange earning or outgo during the year.

PARTICULARS OF EMPLOYEES

There was no employee whose particulars under section 217(2A) of the Companies Act, 1956 are to be reported.

ACKNOWLEDGMENT

Your Directors would like to sincerely thank the Companys bankers viz., Axis Bank Ltd., HDFC Bank Ltd., Indian Overseas Bank, Karur Vysya Bank Ltd. and State Bank of India, the shareholders and the employees of the Company.

By order of the Board

For Sugal & Damani Share Brokers Limited

N.Sugal Chand Jain

Managing Director



Place; Chennai Mahesh B, Chandak

Date: 28.05.2010 Executive Director