Directors Report of Arihants Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the TWENTY FIRST Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended 31.03.2015.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

(Rs. Lakhs)

Particulars For the For the year ended year ended

31.03.2015 31.03.2014

Revenue from Operations 65.68 15.94

Other Income - -

Gross Income 65.68 15.94

Profit/(Loss) before Financial cost, 42.11 9.58 Depreciation and Tax

Less: Financial Cost - -

Profit/(Loss) before Depreciation and Tax 42.11 9.58

Less: Depreciation - -

Profit I (Loss) before Tax & Exceptional/ 42.11 9.58

Extraordinary Items

Less: Exceptional and Extraordinary Items 4.76 1.40

Profit/(Loss)beforeTax 37.35 8.18

Less: Tax Expense Profit/ (Loss) After Tax for the year

EPS 0.75 0.16

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

In order to conserve the financial resources of the company for growth and expansion plans, the Board of Directors do not recommend any dividend for the financial year under review.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year. The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Bombay Stock Exchange. The Annual Listing Fees for the financial year 2015-2016 has been paid to Bombay Stock Exchange.

SEBI has mandated the small / regional exchanges to raise their capabilities in terms of net worth / trading reach. Madras Stock Exchange, in which your company is also listed has not fulfilled the criteria framed by the SEBI. Subsequently it has opted for voluntary exit as a Stock Exchange and advised the Companies to delist their shares, which are not exclusively listed with it. In view of this scenario, the company shall delist its Equity Shares from Madras Stock Exchange.

Ms. Mohana, Director, whose appointment is valid till this AGM is appointed as Independent Director for a period of 5 (Five) years with effect from 30th September 2015.

Your Board recommends the above appointment/reappointment of Directors in the best interest of the Company.

Company's Vision and Philosophy on the Code of Governance:

The vision of Arihant's Securities Limited is to be a financially sound, profitable, growth oriented and technology friendly Company committed to building values and maximizing gains for all its stakeholders, for those doing business with it, and for others associated with it. In its pursuit to attain its goals, the Company is laying maximum emphasis on the effective system of Corporate Governance particularly with a view to improve its image, efficiency, effectiveness, and integrity in all its dealings. The Company's Corporate Governance philosophy is to be ethical in its conduct of its business, to constantly strive to grow with profits, and to enhance shareholders value to the maximum extent. The Corporate Governance policies of your Company recognize the accountability of the Board Of Directors vis-a-vis all its constituents viz. Borrowers, Shareholders, Employees, Government & other Regulatory Authorities, and others dealing with it and doing business with it.

DIRECTORS'RESPONSIBILITYSTATEMENT:

As per Section 134(3)(c) of the Companies Act, 2013 the Board of Directors hereby confirm the following statement:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31,2015 and of the profit and loss of the company for that period;

(iii) the directors had 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;

(iv) the directors had prepared the annual accounts on a going concern basis; and

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

1. Board of Directors:

Composition and Category

As on 31 March, 2015, the Board of the Company consists of Four (4) directors. The Board has an optimum combination of Executive and Non-Executive Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement, with reference to number of Executive and Non-Executive Directors.

The Executive Director is involved in the day to day management of the Company and Non-Executive Directors including the Independent Director bring external and wider perspective and independence to the decision making.

Mr. Nishikanth Mohanlal Choudhary, Managing Director of the Company works under the direction, control and supervision of the Board of Directors. The Board of Directors meet regularly to discuss, appraise and approve matters relating to company's strategy, plans, budgets, financials and operations.

The details of the composition, nature of Directorship and the directorships held in other companies by the Directors of the Company as on 31 March, 2015 are detailed below:

Name Nature of Directorship Directorships in other Public Companies

Mr. Ravikant Choudhry Non - Executive Chairman 1

Mr. Nishikanth Mohanlal Managing Director Nil Choudhary

Mr. Ajit Kumar Chordia Non-Executive 2 Independent Director

Mr. Narendra B Bhatt Non-Executive Nil

Name Chairmanship / Membership in the Committees of the Board of other Public Companies

Committee Committee Chairman Member

Mr. Ravikant Choudhry 1 2

Mr. Nishikanth Mohanlal Nil 3 Choudhary

Mr. Ajit Kumar Chordia 1 1

Mr. Narendra B Bhatt 1 Nil

Board Agenda:

Meetings are governed by a structured Agenda and a Board member may bring up any matter for consideration of the meeting in consultation with the Chairman. The detailed agenda and relevant information is sent to every director at least 7 working days in advance for each meeting, facilitating effective discussion and decision making. An indicative list of the information usually placed before the Board is as under:

* Annual Budgets and updates thereon.

* Capital expenditure proposals if any and review of their implementation.

* Quarterly, Half yearly and Annual Results.

* Business performance and steps for improvement.

* Legal proceedings involving the Company.

* Minutes of meetings of Audit Committee, Remuneration Committee and Shareholders Committee.

* Materially important show cause notices, non-compliances, if any, etc.

Board Meeting:

During the financial year ended 31st March 2015 Five (5) Board Meetings were held. The dates on which the Board Meetings were held are 01-04-2014,30-05-2014,14-08-2014,14-11-2014,14-02-2015.

Details of attendance at the Board meetings and the last Annual General Meeting:

Name of the Director Board Meetings Attended

Mr. Ravikant Choudhry 5

Mr. Nishikanth Mohanlal Choudhary 5

Mr. Ajit Kumar Chordia 5

Mr. Narendra B Bhatt 5

Name of the Director Attendance in Last AGM

Mr. Ravikant Choudhry Yes

Mr. Nishikanth Mohanlal Choudhary Yes

Mr. Ajit Kumar Chordia Yes

Mr. Narendra B Bhatt Yes

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of Companies Act, 2013 and the relevant rules.

AUDITORS:

M/S. N R Krishnamoorthy & Co, Chartered Accountants, Chennai (FRN: 001492S), Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General meeting of the Company and are eligible for reappointment for a term of five years from the conclusion of the ensuing annual general meeting as per the provisions of Companies Act 2013 subject to ratification by shareholders in the annual general meeting every year. The company has received confirmation that their appointment will be within the limits prescribed under Section 139 read with section 141 of the Companies Act, 2013.

The Audit Committee in its meeting hasrecommended the reappointment of the Auditors. The necessary resolution is being placed before the shareholders for approval.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

EXTRACTS OF ANNUAL RETURN:

The Extracts ofAnnual Return as per Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is enclosed herewith and forms part of the report.

SECRETARIAL AUDIT REPORT:

Pursuant to the requirements of the Companies Act, 2013, the Company has appointed Mr. R. Alagar, B.Com, FCS, Practicing Company Secretary (Cop No: 3913 as the Secretarial Auditor for the financial year 2015 whose report on 30thMay, 2015 is attached separately to this report.

REPLY TO SECRETARIAL AUDIT REPORT:

The Board has taken note of all the points mentioned in Secretarial Audit Report and assures to comply with the provisions at the earliest.

COMPANYSECRETARY:

The company is making consistent efforts for appointment of whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance ofthe provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM AND OTHER COMMITTEES OF THE BOARD:

(A) AUDIT COMMITTEE:

(i) Composition

The Audit Committee of the Board comprises three directors, namely Mr. Ajit Kumar Chordia, the Chairman, Mr. Ravikanth Chudhryand Mr. Nishikanth Mohanlal Choudhary, members. The composition of Audit Committee meets therequirement of Section 177 ofthe Companies Act, 2013

Members of the Audit Committee have requisite financial and management expertise.

(ii) Terms of reference

* Recommendation for appointment, remuneration and term of appointment of the auditors of the Company.

* Discussion and review of periodic audit reports and discussion with external Auditors about the scope of audit including the observations of Auditors.

* Review and monitor the auditor's independence and performance

* Overseeing Financial Reporting Process

* Reviewing periodic financial results, financial statements and auditors' report thereon.

* Evaluation of internal financial controls and risk management systems.

* Valuation of undertakings or assets of the Company.

(iii) Attendance

The committee met 4 times during the period on the following dates: 30.05.2014, 14.08.2014, 14.11.2014and 14.02.2015.

(B) SHAREHOLDERS RELATIONSHIP COMMITTEE

The Shareholders / Investors Grievances Committee have been reconstituted as Shareholders Relationship Committee in line with Section 178 (5) of the Companies Act, 2013 and are headed by Mr. Narendra B Bhattlndependent Director, Mr. Ravikanth Choudhry, Non-executive Director, and Mr. Nishikanth Mohanlal Choudhry, Managing Director as members.

The Committee monitors redressal of complaints received from shareholders/investors with respect totransfer of shares, non-receipt of dividend, non-receipt of Annual Report etc. The Committee also takenote on number of transfers processed, issue of fresh share certificates, dematerialization of share certificates, report about top shareholders, share holding pattern etc.

There were no complaints received for this financial year. No instrument of transfers was pending on 31st March, 2015.

During the year the Committee was met 2 times 30.05.2014, and 14.02.2015.

(C) NOMINATION AND REMUNERATION COMMITTEE

The Company has a Remuneration Committee consists of Chairman Mr. Ravikanth Choudhry, Non-executive Director, Mr. Ajit Kumar Chordia, Independent Director,and Mr. Nishikanth Mohanlal Choudhry, Managing Directoras members.

The Nomination and Remuneration Committee met once during the year on 30th May 2014 and all the directors have attended the meeting.

The company has a Managing Director and there was no payment to him as he has foregone his remuneration for the year in view of low profits made by the company. No remuneration has been paid to any directors of the company.

VIGIL MECHANISM:

The Company has established a vigil mechanism and overseas through the committee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act, 2013 on Corporate Social Responsibility are not applicable to the company.

CORPORATE GOVERNANCE:

By Virtue of the Circular CIR/CFD/Policy Cell/7/2014 Dated 15.9.2014 issued by Securities Exchange Board of India, for companies having Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crore the submission of Corporate Governance Report as stipulated in clause 49 of the Listing Agreement is not mandatory.

Since the Paid Up Equity Capital of the Company is only Rs. 5 Crores and Net Worth is Rs. 4,57,89,545 the company is not required to submit Corporate Governance along with Directors' Report.

However your Board of Directors assure the members that the Company continues to maintain highest Standards of Integrity, transparency in operations, excellence in service to all shareholders and strong Corporate Governance Standards.

The Board of Directors assure that the Corporate Governance Standards as stipulated in the Companies Act, 2013 have been fully complied with.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a financial services company. Therefore, its operations do not account for energy consumptions. Accordingly, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry.

There are no inflow and outflow of foreign exchange during the year under review.

ACKNOWLEDGEMENT:

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

Forand on behalf of the Board Sd/- Date:30,h May,2015 Chairman Place : Chennai (Ravikant Choudhry) (DIN : 00831721)

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Mar 31, 2014

Dear Members,

The Directors are happy to present the Twentieth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

(Amount in)

Particulars 31.03.2014 31.03.2013

Revenue from Operations 15,94,109 10,29,228

Otherlncome - 4,69,900

Gross Income 15,94,109 14,99,128

Profit/ (Loss) before Financial cost, Depreciation 9,58,943 8,77,347 and Tax

Less: Financial Cost 880 270

Profit/ (Loss) before Depreciation and Tax 9,58,064 8,77,077

Less: Depreciation 353 2,954

Profit (Loss) before Tax & Exceptional 9,57,711 8,74,123

Extraordinary Items

Less: Exceptional and Extraordinary Items - -

Profit / (Loss) before Tax 9,57,711 8,74,123

Less: Tax Expense 1,40,145 1,24,455

Profit/(Loss) After Tax for the year 8,17,566 7,49,668

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

In order to conserve the financial resources of the company for growth and expansion plans, the Board of Directors do not recommend any dividend for the financial year under review.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual Listing Fees for the financial year 2014-2015 has been paid to Bombay Stock Exchange.

SEBI has mandated the small / regional exchanges to raise their capabilities in terms of net worth / trading reach. Madras Stock Exchange, in which your company is also listed has not fulfilled the criteria framed by the SEBI. Subsequently it has opted for voluntary exit as a Stock Exchange and advised the Companies to delist their shares, which are not exclusively listed with it. In view of this scenario, the company shall delist its Equity Shares from Madras Stock Exchange.

COMPLIANCEWITH RBI PRUDENTIAL NORMS

The company has complied with the prudential norms on income recognition, accounting standards, assets classification, provisioning for bad and doubtful debts as applicable to it in in terms of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st March 2014.

DIRECTORS

Mr. RavikantChoudhry Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Pursuant to the notification of section 149 and other applicable provisions of the Companies Act, 2013 read with rule thereon, the existing Non Executive Independent Director of the Company Mr. Ajit Kumar Chordia is being appointed as Independent Director for a period of five (5) consecutive years commencing from 30th September, 2014.

To comply with the conditions prescribed in the listing Agreement for appointment of Independent Directors, Mr. Narendra B Bhatt proposed to be appointed as Independent Director for a period of five (5) consecutive years commencing from 30th September, 2014.

In order to fulfill the requirements of Section 152(6) of the Companies Act, 2013 ("the Act") the terms of re-appointment of Mr. Nishikanth Mohanlal Choudhary, Managing Director are being varied by making him liable to retire by rotation in terms of Section 152 (6) of the Act, and all other terms and conditions of his reappointment shall remain the same.

Your Board recommends the above appointments / reappointments of Directors in the best interest of the Company.

KEY MANAGERIAL PERSONNEL''S:

The Board of Directors in their meeting held on 14th August, 2014 has appointed Mr. V. Muralidharan, as a Chief Financial officer (CFO) of the Company. Mr. Nishikanth Mohanlal Choudhary, Managing Director & Mr. V. Muralidharan, CFO were also identified as Key Managerial Personnel pursuant to Section 203 of the Companies Act, 2013.

COMMITTEES OF BOARD:

Due to resignation of Mr. Subash Chand Nahar as Director of the Company, the Board of Directors in their meeting held on 10th June, 2013, had reconstituted the Audit Committee, Remuneration Committee and Shareholders/ Investors Grievance Committee.

The present Audit Committee comprises of the following Directors of the Board:

Mr. Ajit Kumar Chordia -Chairman

Mr. Nishikanth Mohanlal Choudhary - Member

Mr. Ravikant Choudhary - Member

The present Remuneration Committee comprises of the following Directors of the Board:

Mr. Ajit Kumar Chordia -Chairman

Mr. Ravikant Choudhary -Member

Mr. Nishikanth Mohanlal Choudhary - Member

The present Shareholders/ Investors Grievance Committee, comprises of the following Directors of the Board:

Mr. Ravikant Choudhary -Chairman

Mr. Ajit Kumar Chordia -Member

Mr. Nishikanth Mohanlal Choudhary - Member

AUDITORS:

M/S N R Krishnamoorthy & Co, Chartered Accountants, Chennai (FRN: 001492S), Statutory Auditors of the company, hold office until the conclusion of the ensuing Annual General meeting of the Company and are eligible for reappointment for a term of five years from the conclusion of the ensuing annual general meeting as per the provisions of Companies Act 2013 subject to ratification by shareholders in the annual general meeting every year. The company has received confirmation that their appointment will be within the limits prescribed under Section 139 read with section 141 of the Companies Act, 2013.

The Audit Committee in its meeting have recommended the reappointment of the Auditors. The necessary resolution is being placed before the shareholders for approval.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

As required by clause 49 of the Listing agreement entered into with the Stock exchanges, a detailed report on Corporate Governance is given as part of the Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors'' Certificate of the Compliance with the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is a financial services company. Therefore, its operations do not account for substantial energy consumptions. Accordingly, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the Company. However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry.

There are no inflow and outflow of foreign exchange during the year under review.

PARTICULARS OF EMLPOYEES U/S 217(2A) OF COMPANIES ACT, 1956:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITYSTATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

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

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

COMPANYSECRETARY:

The company is making consistent efforts for appointment of Whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

ACKNOWLEDGEMENT:

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/- Chennai Ravikant Choudhry Dated : 14th August, 2014 (Chairman)

(DIN: 00831721)

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Mar 31, 2013

The Directors are happy to present the Nineteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

Particulars 31.03.2013 31.03.2012

Revenue from Operations 10,29,228 1,37,85,485

Other Income 4,69,600 12,200

Profit / (Loss) before Financial costs, Depreciation 8,77,347 1,34,89,897 and Amortisation Expense, Exceptional and Extraordinary

Items and Tax

Less: Financial Costs 270 770

Profit / (Loss) before Depreciation and Amortisation 8,77,077 1,34,89,127

Expense, Exceptional and Extraordinary Items and Tax

Less: Depreciation and Amortisation Expense 2,954 6,689

Profit / (Loss) before Exceptional and Extraordinary 8,74,123 1,34,82,438

Items and Tax

Less: Exceptional and Extraordinary Items 0 0

Profit/(Loss) before Tax 8,74,123 1,34,82,438

Less: Current Tax 1,25,205 24,52,859

Deferred Tax (750) (1,859)

Profit/ (Loss) from the period from continuing 7,49,668 1,10,31,438 operations

Profit/ (Loss) from Discontinuing operations 0 0

Profit/(Loss)forthe period 7,49,668 1,10,31,438

Earning per Equity Share (Amount in)

a) Basic 0.15 2.21

b) Diluted 0.15 2.21

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual Listing Feesforthe Financial year 2013-2014 has been paid to both the Stock Exchanges.

BY ORDER OF THE BOARD

For ARIHANT''S SECURITIES LIMITED

Chennai Sd/-

Ravikant Choudhry

Dated : 5th September, 2013 (Chairman & Director)

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Mar 31, 2012

The Directors are happy to present the Eighteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2012.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under:

(Amount in Rs.)

Particulars 31.03.2012 31.03.2011

Revenue from Operations 1,37,85,485 9,43,529

Other Income 12,200 8,947

Profit / (Loss) before Financial costs, Depreciation 1,34,89,897 4,92,542 and Amortisation Expense, Exceptional and Extraordinary Items and Tax

Less: Financial Costs 770 332

Profit / (Loss) before Depreciation and Amortisation 1,34,89,127 4,92,210

Expense, Exceptional and Extraordinary Items and Tax

Less: Depreciation and Amortisation Expense 6,689 6,689

Profit / (Loss) before Exceptional and Extraordinary 1,34,82,438 4,85,521 Items and Tax

Less: Exceptional and Extraordinary Items 0 0

Profit / (Loss) before Tax 1,34,82,438 4,85,521

Less: Current Tax 24,52,859 0

Deferred Tax (1,859) (1,782)

Profit / (Loss) from the period from continuing 1,10,31,438 4,87,302 operations

Profit/ (Loss) from Discontinuing operations 0 0

Profit/(Loss) for the period 1,10,31,438 4,87,302

Earning per Equity Share (Amount in Rs.)

a) Basic 2.21 0.10

b) Diluted 2.21 0.10

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual Listing Fees for the Financial year 2012-2013 has been paid to both the Stock Exchanges.

COMPLIANCE WITH RBI PRUDENTIAL NORMS

The company has complied with the prudential norms on income recognition, accounting standards, assets classification, provisioning for bad and doubtful debts as applicable to it in in terms of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st March 2012.

DIRECTORS

Mr. Ravikant Choudhry, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment

Mr. Nishikanth Mohanlal Choudhary was reappointed as the Managing Director of the Company at the meeting of the Board of Directors held on 26th April, 2012 for a period of 5 years subject to the approval of the members in general meeting by way of an ordinary resolution. The board recommends to pass ordinary resolution as set out in the notice of the ensuing Annual General Meeting of the Company.

AUDITORS:

N.R. Krishnamoorthy & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. A written certificate pursuant to section 224(1B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company is complying with the Code of Corporate Governance, which has been introduced by the Securities and Exchange Board of India (SEBI). Please find a comprehensive Report on Corporate Governance duly annexed herewith.

All Board Members and Senior Management Personnel have duly complied with the Code of Conduct established by the Company for the year 2011-2012.

A brief resume of each of the directors who are to be re-appointed at this AGM and for reappointment of Managing Director and the names of the Companies in which, they hold directorships are mentioned elsewhere in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is a financial services company. Therefore, its operations do not account for substantial energy consumptions. Accordingly, the information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported as Nil.

However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry.

Foreign exchange earnings and outgo:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

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

(ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date;

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

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

COMPANY SECRETARY:

The company is making consistent efforts for appointment of Whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the company's objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Chennai Ravikant Choudhry

Dated : 5th November, 2012 (Chairman)

---

Mar 31, 2011

Dear Members,

The Directors are happy to present the Seventeenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under: (Rs)

Particulars 31.03.2011 31.03.2010

Income 952,476.00 2,485,514.00

Profit/(Loss) before Depreciation and Tax 492,210.00 1,697,352.00

Less: Depreciation 6,689.00 6,689.00

Profit /(Loss) before Tax 485,521.00 1,690,663.00

Less: Provision for Income Tax 0.00 1,85,000.00

Add: Deferred Tax Asset (1,782.00) (1,630.00)

Profit/(Loss) After Tax 487,302.00 1,507,292.00

Add : Balance Brought Forward from previous Year (26,680,023.00) (28,187,315.00)

Profit/(Loss) Available for Appropriation (26,192,720.00) (26,680,023.00)

Appropriations :

Transfer to Special Reserve 0.00 0.00

Balance of Profit/(Loss) Carried over to Balance Sheet (26,192,720.00) (26,680,023.00)

EPS Basic & Diluted (Rs) 0.10 0.30

Weighted Average No. of shares 50,00,000 50,00,000

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occured between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES :

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual isting Fees for the Financial year 2011-12 has been paid to both the Stock Exchange.

COMPLIANCE WITH RBI PRUDENTIAL NORMS

The company has complied with the prudential norms on income recognition, accounting standards, assets classification; provisioning for bad and doubtful debts as applicable to it in terms of Non Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 for the year ended on 31st March 2011.

DIRECTORS

Shri Ajit Kumar Chordia, Director of thecompany retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

AUDITORS:

M/s. N.R. Krishnamoorthy & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible to offer themselves for reappointment. A written certificate pursuant to section 224(1 B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company is complying with the Code of Corporate Governance, which has been introduced by the Securities and Exchange Board of India (SEBI). Please find a comprehensive Report on Corporate Governance duly annexed herewith.

All Board Members and Senior Management Personnel have duly complied with the Code of Conduct established by the Company for the year 2010-11.

A brief resume of each of the directors who are to be re-appointed at this AGM and the names of the Companies in which, they hold directorships are mentioned elsewhere in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

Pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is a financial services company. Therefore, its operations do not account for substantial energy consumptions. Accordingly, the information required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported as Nil.

However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry

Foreign exchange earnings and outgo:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo Nil

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Information required on Balance Sheet Abstract and the Company's General Business Profile under Part IV of Schedule VI of Companies Act 1956 inserted by notification No. GSR 388 (E), dated 15.5.1995 is given in Annexure I of this Report.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare :-

1. that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures;

2. that directors have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent to give a true and fair view of 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.

3. that Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The company is making consistent efforts for appointment of Whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD



Sd/- Chennai Ravikant Choudhry Dated : 3rd September, 2011 (Chairman)

---

Mar 31, 2010

The Directors are happy to present the Sixteenth Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2010.

FINANCIAL HIGHLIGHTS:

The financial results of the company compared to the previous year are summarized as under: (Rs)

Particulars 31.03.2010 31.03.2009

Income 2,485,514.00 (4,917,986.00)

Profit / (Loss) before Depreciation and Tax 1,697,352.00 (5,792,705.00)

Less: Depreciation 6,689.00 4,984.00

Profit / (Loss) before Tax 1,690,662.00 (5,797,689.00)

Less : Provision for Income Tax 1,85,000.00 321,944.00

Add : Deferred Tax Asset (1,630.00) 0.00

Profit / (Loss) After Tax 1,507,292.00 (6,119,633.00)

Add : Balance Brought Forward from previous Year (28,187,315.00) (22,067,682.00)

Profit / (Loss) Available for Appropriation (26,680,023.00) (28,187,315.00) Appropriations :

Transfer to Special Reserve 0.00 0.00

Balance of Profit / (Loss) Carried over to Balance Sheet (26,680,023.00) (28,187,315.00)

EPS Basic & Diluted (Rs) 0.30 (1.22)

Weighted Average No. of shares 50,00,000 50,00,000

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company.

RESERVES:

The company does not propose to carry any amount to reserves during the financial year.

DIVIDEND:

Your directors do not wish to recommend any dividend with a view to conserve the resources of the company for growth and expansion of the company.

DEPOSITS AND LOANS/ADVANCES:

The Company has not accepted any public deposits during the financial year.

The particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates etc. required to be disclosed in the annual accounts of the company pursuant to Clause 32 of the listing agreement with the company, are furnished separately.

LISTING:

The Equity Shares of the Company are listed at the Madras Stock Exchange and Bombay Stock Exchange. The Annual Listing Fees for the Financial year 2010-2011 has been paid to both the Stock Exchanges.

DIRECTORS

Shri Subhash Chand Nahar, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Shri Sanjay Shand, Director of the company, retired by rotation at the Annual General Meeting of the company held on 16.09.2009

AUDITORS:

M/s. Sureshkumar & Co., Chartered Accountants, Statutory Auditors of the Company retired at the conclusion of the Annual General Meeting of the Company held on 16.09.2009 and were not willing to be reappointed. M/s. N.R. Krishnamoorthy & Co. Chartered Accountants were appointed as the Statutory Auditors of the Company to fill the casual vacancy so caused. A written certificate pursuant to section 224(1 B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the appointment of the new Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company is complying with the Code of Corporate Governance, which has been introduced by the Securities and Exchange Board of India (SEBI). Please find a comprehensive Report on Corporate Governance duly annexed herewith.

All Board Members and Senior Management Personnel have duly complied with the Code of Conduct established by the Company for the year 2009-10.

A brief resume of each of the directors who are to be re-appointed at this AGM and the names of the Companies in which, they hold directorships are mentioned elsewhere in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the following information is provided:

The Company is a financial services company. Therefore, its operations do not account for substantial energy consumptions. Accordingly, the information required under section 217 (1)(e)of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported as Nil.

However, the Company is taking all possible measures to conserve energy. The management keeps itself abreast of the technological advancements in the industry

Foreign exchange earnings and outgo:

1. Foreign Exchange Earnings: Nil

2. Foreign Exchange Outgo: Nil

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

BALANCE SHEET ABSTRACT AND COMPANYS GENERAL BUSINESS PROFILE

Information required on Balance Sheet Abstract and the Companys General Business Profile under Part IV of Schedule VI of Companies Act 1956 inserted by notification No. GSR 388 (E), dated 15.5.1995 is given in Annexure I of this Report.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foresee -able accounts and therefore, the accounts have been prepared on a going concern basis.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare :-

1. that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures;

2. that directors have selected such accounting policies and applied them and made judgements and estimates that are reasonable and prudent to give a true and fair view of 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.

3. that Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4 that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The company is making consistent efforts for appointment of Whole time Company Secretary. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the customers, bankers, consultants, Auditors and the shareholders for their continued patronage and cooperation.

FOR AND ON BEHALF OF THE BOARD

Sd/- Chennai Ravikant Choudhry

Dated : September 2, 2010 (Chairman)