Directors Report of Elixir Capital Ltd.

Mar 31, 2018

BOARD’S REPORT

TO THE MEMBERS OF ELIXIR CAPITAL LIMITED

The Directors take pleasure in presenting the Twenty Fourth Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2018. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

Key highlights of Standalone Financial Results for Elixir Capital Ltd. for the financial year 2017 - 18 are tabulated below:

(Amount in Rs.in‘000)

	For the Year ended March 31, 2018	For the Year ended March 31, 2017
Revenue from operation Other Income	7,747.53 477.62	841.19 464.90
Total Revenue	8,225.15	1,306.09
Less: Expenses
Depreciation and amortization expenses	39.94	40.83
Other Expenses	1,009.75	943.79
Total Expenses	1,049.69	984.62
Profit / (Loss) before exceptional and extraordinary items	7,175.46	321.47
Exceptional Items - Adjustment in taxation in earlier years	95.80	-
Profit / (Loss) before extraordinary items	7,079.66	321.47
Extraordinary Items	-	-
Profit / (Loss) before Tax	7,079.66	321.47
Less : Tax
Current Tax	-	62.00
Deferred Tax	(68.77)	(3.14)
Total Taxes	(68.87)	58.86
Profit / (Loss) for the period	7,148.43	262.61

2. HIGHLIGHTS OF PERFORMANCE

The company is a holding company. Its subsidiary companies are engaged in stock broking, portfolio management, depository services, trading and investment in securities. The consolidated revenues declined to Rs. 1024.69 lakhs from Rs 1246.75 lakhs. The Net Profits declined from Rs. 689.94 lakhs to 421.27 lakhs due to lower trading profits and capital gains in previous year.

3. WTD AND CFO CERTIFICATION

Certificate from Mr. Dipan Mehta, Whole - time Director and Mrs. Radhika Mehta, Director & CFO, pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on 30^th May, 2018.

4. BUSINESS OPERATIONS

Your Company is the Holding Company of Elixir Equities Pvt. Ltd. (EEPL). EEPL is a SEBI Registered Stock Broker, Portfolio Manager and Depository Participant of the CDSL. The only activity done in your Company was providing Research Services including publishing of Monthly Newsletters for the clients of EEPL till 31^st July, 2017. Thereafter EEPL has terminated the Contract for providing these services. There was no change in nature of business of your Company, during the year under review.

5. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

Your Company had adopted Ind-AS with effect from 01^st April, 2017 pursuant to a notification dated 16^th February, 2015, issued by the Ministry of Corporate Affairs, notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind-AS Financials (Standalone and Consolidated) for the financial year ended 31^st March, 2018 along with comparable as on 31^st March, 2017 and Opening Statement of Assets and Liabilities as on 1^st April, 2017.

Your Company has shared all four quarters re-stated Ind-AS Profit and Loss Statement with investors along with quarterly results for comparison.

6. GOODS AND SERVICES TAX (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business and contribute to the Hon''ble Prime Minister''s mission of ‘Make in India''.

Your Company has successfully implemented and migrated to GST with effect from 01^st July, 2017 and changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST has brought in.

7. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of Rs. 10 each. The total outgo for the current year amounts to Rs. 72.54 Lakhs including Dividend Distribution Tax. (In the previous year, it was Rs. 72.54 Lakhs including Dividend Distribution Tax).

8. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

During the year 2017 - 18, no unclaimed dividend was transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, since your Company has not declared any dividend in the year 2009 - 10.

9. TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount to reserves.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company and its subsidiaries are prepared in accordance with applicable provisions of the Companies Act, 2013, Indian Accounting Standard (Ind - AS 110) issued by the Institute of Chartered Accountants of India as well as the SEBI (LODR) Regulations, 2015 together with Auditors'' Report thereon form part of this Annual Report.

11. CAPITAL EXPENDITURE

Capital Expenditure during the year, towards Tangible & Intangible Assets, amounted to Rs. Nil.

12. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2018 was Rs. 580.32 Lakhs. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in your Company''s Share Capital during the year under review. The Promoter and Promoter Group are holding 41,37,300 shares equivalent to 71.29% of the total Issued and Paid-up Share Capital.

13. DEPOSITS

Your Company has not accepted deposit from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

15. SUBSIDIARY COMPANIES

As on 31^st March, 2018, your Company has following three subsidiaries / sub-subsidiary companies:

1. Elixir Equities Private Limited (Name changed from ‘Axis Equities Private Limited’) (Subsidiary Company)

2. Dipan Mehta Commodities Private Limited (Sub-Subsidiary Company)

3. Elixir Wealth Management Private Limited (Name changed from ‘Axis Wealth Management Private Limited’) (Sub Subsidiary Company)

Audited Financial Statement of your Company’s Subsidiaries

The Statement containing the salient features of financial statement of Subsidiaries in Form AOC-1 pursuant to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014 are given below.

(Rs. in Lakhs)

Sr. No.	Particulars	Elixir Equities Private Limited (Formerly Axis Equities Private Limited)	Elixir Wealth Management Private Limited (Formerly Axis Wealth Management Private Limited)	Dipan Mehta Commodities Private Limited
i)	Reporting Period	1st April 2017 to 31st March 2018	1st April 2017 to 31st March 2018	1st April 2017 to 31st March 2018
ii)	Reporting Currency	INRin ‘000	INRin ‘000	INRin ‘000
iii)	Country	India	India	India
iv)	Exchange Rate	N.A.	N.A.	N.A.
v)	Share Capital	17,550.00	100.20	3,000.00

vi)	Reserves and Surplus	3,20,399.84	6,265.32	1,708.73
vii)	Total Assets	3,78,048.87	18,127.36	4,711.39
viii)	Total Liabilities	40,099.03	11,761.84	2.66
ix)	Investment other than Investment in subsidiary	0.00	0.00	0.00
x)	Turnover	93,200.16	8,737.27	54.53
xi)	Profit before taxation	55,522.84	3,675.98	(52.70)
xii)	Provision for Taxation	15,700.00	1,000.00	0.00
xiii)	Profit after taxation	39,822.84	2,675.98	(52.70)
xiv)	Proposed Dividend	5.75	0.00	0.00
xv)	Percentage of Shareholding	74.00%	74.00%	74.00%

16. DIRECTORS

16.1 Retirement by Rotation

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mrs. Radhika Mehta, Director, retires by rotation at the forthcoming Annual General Meeting. Being eligible, she offers herself for re-appointment.

16.2 Declaration by Independent Directors

Your Company has received declarations from the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 17 of the SEBI (LODR) Regulations, 2015.

16.3 Familiarization Programme for Independent Directors

The Program intends to provide insights into your Company so that the Independent Directors can understand your Company''s business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (LODR) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company.

16.4 Annual Board Evaluation

According to Regulation of 25(3) of the SEBI (LODR) Regulations, 2015 and Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated 05^th January, 2017 issued by SEBI on Guidance Note on Board Evaluation, a meeting of the Independent Directors was held on 12^th February, 2018 to inter alia, evaluate the performance of the Board as a Whole, Non-Independent Directors, including the Chairman. Before the Meeting of Independent Directors, the Board in its meeting held on the same day evaluated the performance of the Independent Directors and Committees of the Board.

16.5 Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed there under.

1. Mr. Dipan Mehta, Chairman & Whole Time Director

2. Mrs. Radhika Mehta, Director - CFO

None of the Key Managerial Personnel have resigned during the year under review.

16.6 Remuneration Policy

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The detail of the same has been disclosed in the Corporate Governance Report.

16.7 Board Meetings

A calendar of Board Meetings is prepared and circulated in advance to the Directors.

During the year your Company has held 4 (four) Board Meetings which were held on 24^th May, 2017; 11^th August, 2017; 09^th November, 2017 and 12^th February, 2018. The maximum interval between any two meetings did not exceed 120 days.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2018 and of the profit of your Company for the year ended on that date;

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

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

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

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

18. PLEDGE OF SHARES

None of the equity shares of the Directors of your Company are pledged with any banks or financial institutions.

19. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the financial year were on an Arm''s Length Basis and were in the Ordinary Course of Business. All RPTs are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all RPTs is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis. However, during the year your Company has entered into material related party transaction with Elixir Equities Pvt. Limited, Subsidiary of your Company for which necessary approval from Shareholders has been obtained in 23^rd Annual General Meeting.

During the year, the related party, Elixir Equities Pvt. Limited, Subsidiary of your Company has terminated the Contract for providing services relating to Research Services including publishing of Monthly Newsletters due to cost cutting at their end. Accordingly, the said contract is terminated w.e.f. 01^st August, 2017. The same were noted by the Audit Committee and Board of Directors at their Meeting held on 09^th November, 2017 respectively.

20. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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

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

22. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect your Company''s financial position have occurred between the end of the financial year of your Company and date of this report.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment; your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint has been raised during the year ended 31⁸¹ March, 2018.

24. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2017 - 18.

25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

26. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The subsidiaries of your Company are engaged in various financial services businesses such as stock and commodity broking, portfolio management and demat services. In addition to this, the subsidiaries also carry out arbitrage and proprietary trading. A sharp diminution in the value of the subsidiary companies is the key business risk for your Company. Your Company has not formed Risk Management Committee since it is not applicable under Regulation 21 of the SEBI (LODR) Regulations, 2015.

27. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

An independent Internal Audit function is an important element of your Company''s internal control system. The internal control system is supplemented through an extensive internal audit programme and periodic review by Management and Audit Committee.

Your Company has in place, adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

The Audit Committee reviewed the audit program and findings of the Internal Audit department and your Company when needed takes corrective actions.

28. INFORMATION SYSTEM

In a business where information is critical, Information Technology plays a vital role, facilitating informed decision making to grow the business. Over the years, your Company has invested extensively in infrastructure, people and processes with the objective to capture, protect and transmit information with speed and accuracy.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

30. AUDITORS

30.1 Statutory Auditors

Your Company''s Auditors, M/s. JMT & Associates, Chartered Accountants, who retire at the forthcoming Annual General Meeting of your Company, are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of your Company. As required under Regulation 33 of SEBI (LODR) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

30.2 Statutory Auditors’ Observations

The Report given by the Auditors on the financial statements of your Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

30.3 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s P. P. Shah & Co., Practicing Company Secretary to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit Report is annexed herewith as “Annexure A”.

30.4 Qualifications in Secretarial Audit Report

A. Appointment of Company Secretary:

As per Section 203 (1) (ii), the Company is required to appoint Company Secretary. The Company has not appointed Company Secretary, consequently the Annual Audited Financial Statements are not signed by Company Secretary. In this regard the management of the Company has provided the following reply:

i. The Company has appointed Mr. Dipan Mehta, Whole-Time Director, as Compliance Officer of the Company to ensure compliance of the Companies Act, 2013 and SEBI Act and rules made there under.

ii. The Company has availed of the services of Practicing Company Secretary for advice on the compliance of the Companies Act, 2013 and the SEBI Act and rules made there under.

iii. The volume and scope of work for the Company Secretary is minimal and therefore a full time Company Secretary is as such not required. Nonetheless, the Company is trying to appoint a full time Company Secretary and has interviewed many candidates, but none is prepared to work at the terms and conditions which are affordable to the Company.

B. Composition of Nomination and Remuneration Committee:

In respect of the composition of the Nomination and Remuneration Committee, Auditor observes as follows:

As per Section 178 of the Companies Act, 2013, the composition of Nomination and Remuneration Committee shall be as follows:

178 (1): “The Board of the Directors of every listed company and such other class or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or more non-executive directors out of which not less than one half shall be independent directors:

Provided that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee.”

The Nomination and Remuneration Committee of the Company comprises of two independent directors and one executive director. In this regard, the Management has given the following reply:

“The Company has 4 directors, out of them 2 are executive and 2 are independent directors. Accordingly the composition of the Board is such that the Nomination and Remuneration Committee cannot comprise of 3 non-executive directors. Mr. Dipan Mehta, Executive Director is 1 of the members of the Committee. However he does not draw any remuneration from the Company and with the present composition of Nomination and Remuneration Committee, it has been ensured that majority remains with Independent Directors and accordingly the spirit of Corporate Governance is achieved.”

31. CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence, improving investors'' protection and maximizing long-term shareholders value. The certificate from M/s. JMT & Associates, Chartered Accountants, confirming compliance of conditions of Corporate Governance as stipulated under Schedule V (E) of the Securities and Exchange Board of India (LODR) Regulations, 2015 of the Stock Exchanges is annexed.

32. MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Schedule V (B) of SEBI (LODR) Regulations, 2015, report on “Management Discussion and Analysis” is attached and form part of this Annual Report.

33. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:

A. Conservation of Energy, Technology absorption, adaptation and innovation

Your Company is not engaged in any manufacturing activity. Your Company is in service industry.

Hence, your Company has not taken any energy conservation measures. There are no additional investments and proposals, for reduction of consumption of energy. Your Company has not deployed any Research and Development facility or absorbed any technology. Hence, no disclosures are required to be given.

B. Foreign Exchange Earning & Outgo

Foreign Exchange Earnings/Outgo (Rs. In Millions)

Foreign Exchange Earned Nil

Foreign Exchange Outgo Nil

34. LISTING WITH STOCK EXCHANGES

Your Company is listed with one Stock Exchange i.e. BSE Limited and your Company has duly paid the listing fees to the Exchange.

35. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B”.

36. PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration in excess of limit prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees 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 is attached as “Annexure C” and form part of this Report.

37. HUMAN RESOURCES

There are no employees in your company and the affairs are managed by the Directors.

38. ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

39. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your

Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

40. GREEN INITIATIVES

Electronic copies of the Annual Report 2017-18 and Notice of the 24^th Annual General Meeting are sent to all members whose email addresses are registered with your Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2017-18 and the Notice of the 24^th Annual General Meeting under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members requiring physical copies can send a request to your Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

41. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

42. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing your Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of Elixir Capital Limited

(Dipan Mehta) ( Radhika Mehta)

Whole-Time Director Director-CFO

Place: Mumbai

Date: 30^th May, 2018

---

Mar 31, 2015

DEAR MEMBERS

The Directors take pleasure in presenting the Twenty First Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

For the Year For the Year ended ended March 31,2015 March 31,2014 Rs. Rs.

Revenue from Operations - -

Other Income 86,53,307 43,60,768

Total Revenue 86,53,307 43,60,768

Less:Expenses

Depreciation and amortization expenses 1,17,075 1,17,075

Other expenses 11,07,387 9,37,392

Total Expenses 12,24,462 10,54,467

Profit/(Loss) before Exceptional Items & Taxes 74,28,845 33,06,301

Exceptional Items - -

Profit / (Loss) before Extraordinary items Taxes 74,28,845 33,06,301

Extraordinary items - -

Profit before tax 74,28,845 33,06,301

Less : Tax

Current tax - -

Deferred tax 911 (392)

Adjustment in Taxation of earlier years (46,256) 4,95,843

Total Taxes (45,345) 4,95,451

Profit / (Loss) for the period 73,83,500 38,01,752

2. HIGHLIGHTS OF PERFORMANCE

The total income for the year increased by 98.46 % to Rs. 86.53 lakhs from Rs. 43.61 lakhs in the previous year. Net Profits for the year increased by 94.23 % to Rs. 73.84 lakhs as compared to Rs. 38.01 lakhs in the previous year.

3. BUSINESS OPERATIONS

The company is the holding company of Axis Equities Pvt. Ltd. (AEPL). During the year under review a dividend of Rs. 74.68 lakhs was received from AEPL.

AEPL, reported a significant improvement in its operations. Revenue from share trading, broking and portfolio management increased by more than 3 times to Rs. 1083.43 lakhs. This spurt in income was driven by higher arbitrage and share trading profits. AEPL made a Net Profit after Tax of Rs. 665.01 lakhs for the financial year and has proposed to pay a dividend of Rs. 5.75 per share.

4. DIVIDEND

The Board of Directors recommend a dividend @ 12.5% i.e. Re. 1.25 per equity share for the financial year ended 31st March, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. Total outgo on dividend payout including corporate dividend tax would aggregate to Rs. 72.54 lacs.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 580.32 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the equity shares of the Company as follows:

Name of the Director Number of Shares % of Total Capital

Mr. G. B. Desai* Nil 0.00

Mr. Dipan Mehta 21,24,100 36.60

Mrs. Radhika D Mehta 10,100 0.17

Mr. Anil Mehta 7,28,700 12.56

Mrs. Vina A Mehta 8,49,300 14.64

Mr. Dilip Kapadia Nil 0.00

* retired on 30th May, 2015

6. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs. 3.04 lakhs.

6.1 DEPOSITS

The Company has not accepted deposits from the public and shareholders falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

6.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

8. BUSINESS RISK MANAGEMENT

The subsidiaries of the Company are engaged in various financial services businesses such as stock and commodity broking, portfolio management and demat services. In addition to this, the subsidiaries also carry out arbitrage and proprietary trading. A sharp diminution in the value of the subsidiary companies is the key business risk for the company.

The Company has not formed Risk Management Committee and considered it as optional item as prescribed under Clause 49 of Listing Agreement. The size and nature of business is such that a Risk Management Committee is not necessary.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

11. SUBSIDIARY COMPANIES

As on 31st March, 2015, the Company has following three subsidiaries:

1. Axis Equities Private Limited.

2. Dipan Mehta Commodities Private Limited

3. Axis Wealth Management Private Limited

Audited Financial Statement of the Company's Subsidiaries

The Statement of salient features of financial statement of Subsidiaries in Form AOC-I pursuant to Section 129(3) read with rule 5 of Companies (Accounts) Rules, 2014 are given below:

(Rs. in Lacs)

Sr. Particulars Axis Equities Dipan Mehta No. Pvt. Ltd. Commodities Pvt. Ltd.

i) Reporting Period 1st April 2014 to 1st April 2014 to 31st March 2015 31st March 2015

ii) Reporting Currency INR INR

iii) Country India India

iv) Exchange Rate 1.00 1.00

v) Share Capital 175.50 7.00

vi) Reserves and Surplus 2,285.24 41.10

vii) Total Assets 2,686.26 48.12

viii) Total Liabilities 225.52 0.02

ix) Investment other than Investment in subsidiary 70.75 -

x) Turnover 1,169.95 -

xi) Profit before taxation 941.53 (1.46)

xii) Provision for Taxation (276.52) -

xiii) Profit after taxation 665.01 (1.46)

xiv) Proposed Dividend (100.91) -

xv) Percentage of Shareholding 74.00% 100.00%

(Rs. in Lacs)

Sr. Particulars Axis Wealth No. Management Pvt. Ltd.

i) Reporting Period 1st April 2014 to 31st March 2015

ii) Reporting Currency INR

iii) Country India

iv) Exchange Rate 1.00

v) Share Capital 1.00

vi) Reserves and Surplus 6.59

vii) Total Assets 25.13

viii) Total Liabilities 17.53

ix) Investment other than Investment in subsidiary -

x) Turnover .10

xi) Profit before taxation (1.29)

xii) Provision for Taxation -

xiii) Profit after taxation (1.29)

xiv) Proposed Dividend -

xv) Percentage of Shareholding 100.00%

12. DIRECTORS:

In terms of the Articles of Association of the Company, Mr. Anil Mehta, Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. G.B. Desai, Independent Director and Chairman of the Company retired on 30th May, 2015. The Board of Directors places on record its sincere thanks and gratitude to the contribution made by him to the progress and growth of the Company.

The present constitution of the Board is not as per the Companies Act, 2013 and revised clause 49 of Listing Agreement. The company is in the process of appointing another independent director within the stipulated time period of three months

The Company has received declarations from the Independent Director of the Company confirming that he meets with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

12.1 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, and that of the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

14. RELATED PARTY TRANSACTIONS

All transactions entered with related parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act. 2013 are not attracted. Thus Disclosure in AOC-2 is not required. However, during the year the Company has entered into material related party transaction with Axis Equities Pvt. Limited, subsidiary of the Company. Other than this there are no material related party transactions during the year under review with the promoters, directors or key managerial personnel. The necessary items for approval of members have been included in Item no. 6 of the Notice.

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

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

16. AUDITORS

16.1 Statutory Auditors

The Company's Auditors, M/s P C. Surana & Co., Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company, are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

16.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P P Shah & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

16.3 Qualifications in Secretarial Audit Report

A. Appointment of Company Secretary & Chief Financial Officer:

As per section 203(1)(ii) & (iii), the Company is require to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. In this regard the management of the Company has provided the following reply:

(i) The Company has appointed Mr. Dipan Mehta, a Chartered Accountant as well as Director, as Compliance Officer of the Company to ensure compliance of the Companies Act, 2013 and SEBI Act and rules made there under.

(ii) The Company has availed of the services of Practicing Company Secretary for advise on the compliance of the Companies Act, 2013 and the SEBI Act and rules made there under.

(iii) The volume and scope of work for the Company Secretary and Chief Financial Officer is minimal and therefore a full time Company Secretary and Chief Financial Officer is not required.

B. Appointment of Internal Auditor:

As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. In this regard the management of the Company has provided the following reply:

As the size of operation of the Company is very small, it is not viable to appoint Internal Auditor. However, the Company has established adequate internal control systems.

C. Composition of Board of Directors, Audit Committee & Nomination and Remuneration Committee:

The composition of the Board of Directors is not as per the provisions of Companies Act, 2013 and clause 49 of Listing Agreement. In this regard the management of the Company has provided the following reply:

The company is in the process of complying with these requirements of the Companies Act, 2013.

17. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are its most important stakeholders. Accordingly, your Company and its Subsidiaries operations are committed to the pursuit of achieving high levels of operating performance, cost competitiveness and consolidating for future growth. Our aim is to enhance the productive assets, resource base and nurturing and improving its corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the society, environment.

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

19. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not applicable to the Company:

Foreign Exchange Earnings/Outgo : Rs.

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

20. EXTRACT OF ANNUAL RETURN

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

21. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs.5,00,000 per month or Rs. 60,00,000 per annum. Hence the Company is not required to disclose any information as per Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year are as follows:

Sr. Name of the Designation Remuneration Median No. Director Per Annum Remuneration (INR) Per Annum (INR)

1. Mr. Dipan Mehta Whole Time Director Nil Nil

Sr. Name of the Ratio No. Director (Remuneration of Director to Median Remuneration)

1. Mr. Dipan Mehta N.A.

23. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

24. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

For and on behalf of the Board of Directors Mumbai Date : 30th May, 2015 Dipan Mehta Radhika Mehta Director Director

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Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Twentieth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

For the Year ended For the Year ended March 31,2014 March 31,2013

Revenue from Operations - -

Other Income 4,360,768 1,541,156

Total Revenue 4,360,768 1,541,156

Less:Expenses

Depreciation and amortization 117,075 119,676 expenses

Other expenses 1,054,467 778,488

Profit/(Loss) before Exceptional 3,306,301 762,668 Items & Taxes

Exceptional Items - -

Profit / (Loss) before Extraordinary 3,306,301 762,668 items Taxes

Extraordinary items - -

Profit before tax 3,306,301 762,668

Less : Tax

Current tax - (159,774)

Deferred tax (392) (1,038)

Adjustment in Taxion in earlier years 495,843 -

Total Taxes 495,451 (160,812)

Profit / (Loss) for the period 3,801,752 601,856

2. DIVIDEND

The Board of Directors has recommended a final dividend @ 12.5% i.e. Re. 1.25 per equity share for the financial year ended 31st March, 2014. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

3. OPERATIONS

The company is the holding company of Axis Equities Pvt. Ltd. (AEPL). During the year under review a dividend of Rs. 43.52 lakhs was received from the subsidiary company.

Axis Equities Pvt. Ltd, reported a significant improvement in its operations. Revenue from the core business of share trading, broking and portfolio management increased by 66.68 % to Rs. 359.96 lakhs. This spurt in income was driven by higher arbitrage and share trading profits. AEPL made a Net Profit after Tax of Rs. 119.95 lakhs for the financial year and has proposed to pay a dividend of Rs. 5.75 per share.

4. DIRECTORS

Ms. Vina Mehta, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re-appointment.

In terms of the articles of association of the Company, section 149 (10) of the Companies Act, 2013 and revised clause 49 of Listing Agreement dealing with Corporate Governance norms, Mr. Dilipkumar Kapadia has completed 5 years term as Independent Directors as on 1st April, 2014. The Company proposes to re-appoint them, as Independent Directors for a further period of 5 years till 2019. The Company has received requisite notices in writing from members proposing Mr. Dilipkumar Kapadia for appointment as Independent 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 both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

5. SUBSIDIARY COMPANIES

As on 31st March, 2014, the Company has following three subsidiaries:

i. Axis Equities Private Limited.

ii. Dipan Mehta Commodities Private Limited

iii. Axis Wealth Management Private Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its Annual Report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiaries. Accordingly, the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to Mr. Dipan Mehta, Compliance Officer of the Company, at the registered office of the Company.

Statement pursuant to general exemption received under section 212(8) of the Companies Act, 1956 relating to subsidiary companies

Particulars Axis Equities Axis Wealth Dipan Mehta Pvt. Ltd. Management Commodities Pvt. Ltd. Pvt. Ltd.

1 Capital 17,550,000 100,200 700,000

2 Reserves 173,751,107 788,284 4,255,877

3 Total Assets 223,785,350 890,732 4,958,125

4 Total Liabilitie 32,484,243 2,248 2,248

5 Details of Investments 12,069,749 - - (except investment in subsidiaries)

6 Gross Income 38,759,960 - -

7 Profit/(Loss) Before Taxation 17,229,342 (139,516) (139,870)

8 Provision for Taxation (5,233,539) - -

9 Profit /(Loss) After Taxation 11,995,803 (139,516) (139,870)

10 Proposed Dividend (10,091,250) - -

6. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the said above referred circular and with the Accounting Standards AS - 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred three subsidiary companies and forms part of this Annual Report.

7. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of 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, your Directors wish to state that the same is not applicable to the Company.

Foreign Exchange Earnings/Outgo : Rs.

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

9. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs. 5,00,000 per month Or Rs. 60,00,000 per annum. Hence the Company is not required to disclose any information as per Companies (Particulars of Employees) Rules, 1975.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2014 on a going concern basis.

11. LISTING OF SHARES

The Company''s shares are listed on Bombay Stock Exchange Limited. The company has paid the listing fees for the same.

12. CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this report. The Certificate from the Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

13. AUDITORS

M/s. P C. Surana & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

14. MANAGEMENT DISCUSSION AND ANALYSIS Forward Looking Statements:

This section contains forward-looking statements, which may be identified by their use of words, like "plans", "expects", "wills", "anticipates", "believes", "intends", "projects", "estimates", or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company''s strategy for growth, product development, market position, expenditures and financial results are forward-looking statements. Forward-Looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions are accurate or will be realized. The Company''s actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

The company is engaged in the business of investment, arbitrage and trading in shares. For the year under review, only investment activity was carried out. The company''s subsidiary Axis Equities Pvt. Ltd., which is also engaged in stock broking, portfolio management and demat services, carried out arbitrage and trading in shares.

a. Industry Structure and Development

The company and its subsidiaries is engaged in the business of broking, portfolio management, demat services, investments, arbitrage and trading in shares. This is a highly fragmented and intensely competitive industry.

b. Business Prospects and Future Plans

The prospects of the company and its subsidiary are directly linked to the performance of the stock market. The endeavor shall be to scale up the operations of this company so as to add value to all the stakeholders and derisk the business model.

c. Opportunities and Threats

A prolonged bear phase in the stock markets is the main threat for the company. A bull market provides opportunities to earn profits from investment and trading activity.

d. Segment-Wise or Product-Wise Performance

Not Applicable

e. Outlook

The prospects of the company will depend upon how it is able to scale up the operations of its subsidiary Axis Equities Private Limited (formerly know as Dipan Mehta Share & Stock Brokers Pvt. Ltd.). The trends in the stock market will also determine its performance.

f. Risk and Concerns

A prolonged bear market and poor choice of investment and trading positions are the major risk factors.

g. Internal Control Systems and their Adequacy

The company has adequate internal control systems and is well capitalized for its scale of operations.

h. Discussions on Financial Performance with respect to Operational Performance

The company is the holding company of Axis Equities Pvt. Ltd. (AEPL). During the year under review a dividend of Rs. 43.52 lakhs was received from the subsidiary company.

Axis Equities Pvt. Ltd, reported a significant improvement in its operations. Revenue from the core business of share trading, broking and portfolio management increased by 66.71 % to Rs. 359.96 lakhs. This spurt in income was driven by higher arbitrage and share trading profits. AEPL made a Net Profit after Tax of Rs. 119.95 lakhs for the financial year and has proposed to pay a dividend of Rs. 5.75 per share.

i. Material Development in Human Resources / Industrial Relations Front, including Number of People Employed

During the year there were no material developments in Human Resources and Industrial Relations.

j. Material Financial and Commercial Transactions

During the year there were no material financial or commercial transactions.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, associates and stakeholders.

By order of the Board, For AXIS CAPITAL MARKETS (INDIA) LIMITED

Dated : May 30, 2014

Registered Office: 58, Mittal Chambers, 228, Nariman Point, Dipan Mehta Radhika Mehta Mumbai 400 021. Director Director

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Nineteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

For the Year ended For the Year ended March 31, 2013 March 31, 2012

Revenue from Operations 3,160,927

Other Income 1,541,156 6,410,940

Total Revenue 1,541,156 9,571,867

Less : Expenses

Finance Costs

Depreciation and amortization expenses 119,676 143,895

Other expenses 658,812 556,574

Total Expenses 778,488 700,469

Profit/(Loss) before Exceptional Items & Taxes 762,668 8,871,398

Exceptional Items

Profit / (Loss) before Extraordinary items Taxes 762,668 8,871,398

Extraordinary items

Profit before tax 762,668 8,871,398

Less : Tax

Current tax (159,774) (1,769,348)

Deferred tax (1,038) 35,063

Adjustment in Taxion in earlier years

Total Taxes (160,812) (1,734,285)

Profit / (Loss) for the period 601,856 7,137,113

2. DIVIDEND

In November, 2012 your directors declared an interim dividend @ 15% i.e Rs.1.50 per equity share for the financial year

2012-2013.

The Board of Directors have recommended a final dividend @ 7.5% i.e. Rs. 0.75 per equity share for the financial year ended 31st March, 2013.

3. OPERATIONS

During the year under review the company made a profit of Rs. 15.11 lakhs from sale of investment.

Its subsidiary company, Axis Equities Pvt. Ltd (AEPL), reported a significant improvement in its operations. Revenue from the core business of share trading, broking and portfolio management tripled to Rs. 215.95 lakhs. This spurt in income was driven by higher arbitrage and share trading profits. The company made a net loss of Rs. 25.63 lakhs which mainly on account of loss on sale of investments of Rs. 99.80 lakhs.

4. DIRECTORS

Mr. Govindbhai Desai, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

5. SUBSIDIARY COMPANIES

As on 31st March, 2013, the Company has following three subsidiaries:

i. Axis Equities Private Limited.

ii. Dipan Mehta Commodities Private Limited

iii. Axis Wealth Management Private Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiaries. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to Mr. Dipan Mehta, Compliance Officer of the Company at the registered office of the Company.

6. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the said above referred circular and with the Accounting Standards AS – 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred three subsidiary companies and forms part of this Annual Report.

7. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of 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, your Directors wish to state that the same is not applicable to the Company.

Foreign Exchange Earnings/Outgo : Rs.

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

8. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

9. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2013 on a going concern basis.

11. LISTING OF SHARES

The Company''s shares are listed on Bombay Stock Exchange Limited. The company has paid the listing fees for the same.

12. CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this report. The Certificate from the Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

13. AUDITORS

M/s. P. C. Surana & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

14. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, associates and stakeholders.

By order of the Board,

For AXIS CAPITAL MARKETS (INDIA) LIMITED

Dated : 30th May, 2013

Registered Office:

58, Mittal Chambers,

228, Nariman Point,

Dipan Mehta Radhika Mehta

Mumbai 400 021. Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2012.

1. FINANCIAL RESULTS For the Year ended For the Year ended March 31,2012 March 31,2011

Revenue from Operations 3,160,927 4,911,884

Other Income 6,410,940 5,409,936

Total Revenue 9,571,867 10,321,820 Less: Expenses

Finance Costs - 110

Depreciation and amortization expenses 143,895 115,217

Other expenses 556,574 596,013

Total Expenses 700,469 711,341

Profit/(Loss) before Exceptional Items & Taxes 8,871,398 9,610,480

Exceptional Items - -

Profit/(Loss) before Extraordinary items Taxes 8,871,398 9,610,480

Extraordinary items - -

Profit before tax 8,871,398 9,610,480 Less: Tax

Current Tax (1,769,348) (2,274,102)

Deferred Tax 35,063 3,591

Adjustment in Taxation in earlier years - (160,946)

Total Taxes (1,734,285) (2,431,457)

Profit/(Loss) for the period 7,137,113 7,179,023

2. DIVIDEND

With a view to deploy the profits into the existing operations of the company, Board of Directors has not recommended any dividend for the year.

3. OPERATIONS

During the year the company became the holding company of Axis Equities Pvt. Ltd. (AEPL), a company engaged in stock broking, arbitrage, depository services and portfolio management.

AEPL has membership of the Bombay Stock Exchange, National Stock Exchange, Central Depository Services Ltd and a SEBI registered Portfolio Manager. Its subsidiary, Dipan Mehta Commodities Pvt. Ltd. is a member of the Multi Commodity Exchange of India.

This was the first year of consolidated operations.

4. ISSUE OF SHARES

On 12th August the Company allotted 28,00,000 equity shares of Rs. 10 each at a premium of Rs. 23.30 per share through conversion of 28,00,000 equity warrants. The said shares have been listed at the Bombay Stock Exchange Limited (BSE). The Company has completed all formalities in respect of issue of shares and listing the same on BSE.

5. DIRECTORS

Mr. Anil Mehta, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors have put their Board Meeting held on 30th May, 2012, appointed Mr. Dipan Mehta as Whole Time Director of the Company w.e.f. 1st June, 2012 for a period of 5 years. He shall not draw any remuneration from the Company.

6. SUBSIDIARY COMPANIES

As on 31st March, 2012, the Company has following three subsidiaries:

i. Axis Equities Private Limited

ii. Dipan Mehta Commodities Private Limited

iii. Axis Wealth Management Private Limited

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Company from the requirement of attaching to its annual report, the Balance Sheet, Profit and Loss Account and the report of the Directors and Auditors thereon of its subsidiaries. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to Mr. Dipan Mehta, Compliance Officer of the Company at the registered office of the Company.

7. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the said above referred circular and with the Accounting Standards AS - 21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred three subsidiary companies and forms part of this Annual Report.

8. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of 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, your Directors wish to state that the same is not applicable to the Company.

Foreign Exchange Earnings/Outgo : Rs.

Foreign Exchange Earned : Nil

Foreign Exchange Outgo : Nil

9. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

10. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2012 on a going concern basis.

12. LISTING OF SHARES

The Company's shares are listed on Bombay Stock Exchange Limited. The company has paid the listing fees for the same.

13. CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this report. The Certificate from the Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

14. AUDITORS

M/s. R C. Surana&Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

During the previous year, the Company had made a preferential allotment of 28,00,000 warrants at a price of Rs. 33.30 per warrant on 27th May, 2010, as per terms of special resolution passed at the Extra Ordinary General Meeting held on 13th May, 2010. A sum of Rs. 2,33,24,000 being 25% of total price of such warrants was also received in that year.

On 12th August, 2011, company issued shares against conversion of the said the warrants. The balance 75 % of the amount aggregating to Rs. 6,99,72,000 was received which resulted in the paid up capital of the company increasing from Rs. 3,00,32,000 to Rs. 5,80,32,000. The share premium account increased from Rs. Nil to Rs. 6,52,40,000.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, associates and stakeholders.

By order of the Board,

For AXIS CAPITAL MARKETS (INDIA) LIMITED

Dated: 30,th May,2012

Registered Office:

508, Apeejay House,

130, Bombay Samachar Marg, Dipan Mehta Radhika Mehta

Mumbai 400 023. Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS

Year ended on Year ended on March 31,2010 March 31,2009

Income 289.57 10.89

Profit (Loss) on sale of investments (15.98) (96.59)

Net Income (Loss) 273.59 (85.70)

Expenditure 7.26 144.45

Profit/(Loss) before Tax 266.33 (230.15)

Add / (Less): Securities Transaction Tax (0.17) (0.21)

Provision for Current Tax (48.30) --

DeferedTax (48.07) 48.09

Profit After Tax 169.79 (182.27)

Adjustment in earlier yearstaxation (13.34) 0.04

156.45 (182.23)

Balance brought forward from last year 180.38 362.61

Profit available for appropriation 336.83 180.38

Less: Appropriations Proposed Dividend Tax on Dividend

Transfer to General Reserve - -

Balance carried to Balance Sheet 336.83 180.38

2. DIVIDEND

With a view to deploy the profits into the existing operations of the company and its proposed acquisition of Dipan Mehta Share & Stock Brokers (DMSSB) Pvt. Ltd., Board of Directors have not recommended any dividend for the year.

3. OPERATIONS

The fiscal year 2009-10 was a year of recovery. After the crash of October 2008, markets across the world including our stock markets, staged a come back. For the year, the Sensex appreciated by 80.53 %. Your companys portfolio also registered smart gains with the Net Asset Value increasing by a phenomenal 98.46 % from Rs. 14.94 on 31 st March, 2009 to Rs. 29.65 on 31 st March, 2010.

4. ISSUE OF PREFERENTIAL CONVERTIBLE WARRANTS:

The Company has issued and allotted 28,00,000 Convertible Warrants at a price of Rs. 33.30 per warrant in terms of special resolution at the Extra Ordinary General Meeting held on 13th May, 2010. The Company has obtained in-principal approval under Clause 24(a) of Listing Agreement from The Bombay Stock Exchange Limited.

5. DIRECTORS

Mr. Dipan Mehta, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

6. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of 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, your Directors wish to state that the same is not applicable to the Company. Foreign Exchange Earnings/Outgo Rs.

Foreign Exchange Earned Nil

Foreign Exchange Outgo Nil

7. FIXED DEPOSITS

The Company has not accepted any deposits from the public.

8. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section.

9. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Accounts for the financial year 31 st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company forthe year under review.

iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31 st March, 2010 on a going concern basis.

10. LISTING OF SHARES

The Companys shares are listed on Bombay Stock Exchange Limited. The company has paid the listing Fees for the same.

11. CORPORATE GOVERNANCE

A separate section on Corporate Governance is annexed to this report. The Certificate from the Auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

12. COMPLIANCE CERTIFICATE

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P P Shah & Co., Practicing Company secretaries and the same has been attached to this Report.

13. AUDITORS

M/s. R C. Surana & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

14. MANAGEMENT DISCUSSION AND ANALYSIS Forward Looking Statements:

This section contains forward-looking statements, which may be identified by their use of words, like plans, expects, wills, anticipates, believes, intends, projects, estimates, or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the companys strategy for growth, product development, market position, expenditures and financial results are forward-looking statements. Forward-Looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions are accurate or will be realized. The Companys actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

The company is engaged in the business of investment and trading in shares.

The performance of the company is therefore, directly dependent on the movement in the stock prices. The years in which the returns from stock markets are positive, the company earns profits and vice versa.

The management had been actively evaluating and pursuing several business ventures and opportunities to reduce the dependence on investment and trading activities. These efforts have fructified into the acquisition of Dipan Mehta Share & Stock Brokers Pvt. Ltd., a reputed stock broking company.

a. Industry Structure and Development

The company is engaged in the business of investment and trading in shares. This is a highly fragmented industry with share trading business being concentrated with stock broking companies. A reduction in the Securities Transaction Tax could give a boost to the trading activity.

b. Business Prospects and Future Plans

The prospects of the company are directly linked to the performance of the stock market. With a view to diversify and expand into the financial services industry, your company has proposed a strategic investment in DMSSB. The endeavor shall be to scale up the operations of this company so as to add value to all the stakeholders.

c. Opportunities and Threats

A prolonged bear phase in the stock markets is the main threat for the company. A bull market provides opportunities to earn profits from investment and trading activity.

d. Segment-Wise or Product-Wise Performance

Not Applicable.

e. Outlook

The recent rebound in stock prices across the globe has improved the prospects of the company. With the proposed acquisition of a stock broking company viz. Dipan Mehta Share & Stock Brokers Pvt. Ltd., the prospects of your company have considerably brightened.

f. Risk and Concerns

A prolonged bear market and poor choice of investment and trading positions are the major risk factors.

g. Internal Control Systems and their Adequacy

The company has adequate internal control systems and is well capitalized for its scale of operations.

h. Discussions on Financial Performance with respect to Operational Performance

The fiscal year 2009-10 was the year of recovery. After the crash of October 2008, markets across the world including our stock markets, staged a come back. For the year, the Sensex appreciated by 80.53 %. Your companys portfolio also registered smart gains with the Net Asset Value increasing by a phenomenal 98.46 % from Rs. 14.94 on 31st March, 2009 to Rs. 29.65 on 31 st March, 2010.

I. Material Development in Human Resources / Industrial Relations Front, including Number of People Employed

During the year there were no material developments in Human Resources and Industrial Relations.

j Material Financial and Commercial Transactions

During the year, there are no major material financial and commercial transactions.

14. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its bankers, associates and stakeholders.

By order of the Board, For AXIS CAPITAL MARKETS (INDIA) LIMITED

Dated: 5 th June,2010

Registered Office: 508, Apeejay House, 130, Bombay Samachar Marg, Dipan Mehta Mumbai 400 023. Director