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Directors Report of Inditrade Capital Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors are pleased to present the 21st Annual Report and the Company's audited accounts for the financial year ended March 31, 2015.

Financial results

(Rupees in crore)

Particulars Standalone

2015 2014

Total Revenue 22.97 15.37

Total Expenditure 15.35 16.28

Profit/(Loss)Before Tax 7.62 (0.91)

Finance Cost 0.16 0.12

Provision for Tax 0.08 -

Exceptional Item - -

Profit /(Loss) for the period 7.54 (0.91)

Profit /(Loss) after tax and - - minority interest

Particulars Consolidated

2015 2014

Total Revenue 40.60 31.96

Total Expenditure 25.03 32.88

Profit/(Loss)Before Tax 15.57 (3.82)

Finance Cost 0.03 0.08

Provision for Tax 2.43 0.96

Exceptional Item - 2.91

Profit /(Loss) for the period 15.56 (3.82)

Profit /(Loss) after tax and 10.32 (5.67) minority interest

Results of Operations

On a standalone basis, during the year under review, your Company had earned revenue of Rs. 22.97 crores as against Rs. 15.37 crores in the previous year. The expenditure incurred was Rs.15.35 crores as against Rs.16.28 crores in the previous year, resulting in a profit of Rs. 7.54 crores as against of loss Rs. 0.91 crores in previous year. The year ended with a positive outlook as the loss in the previous year has been replaced by profit in the current year.

The total consolidated revenue of your Company for the year ended 31st March 2015 was Rs.40.60 crores as against Rs. 31.96 crores in the previous year and the expenditure incurred was Rs.25 crores against Rs. 32.88 crores in the previous year which resulted in a consolidated profit before taxes of Rs. 15.56 crores as against a loss of Rs. 3.83 crores during the previous year.After tax expense of Rs.2.43 crores and minority interest of Rs.2.81 crores, the consolidated profit for the year stood at Rs. 10.32 crores as against a loss of Rs. 5.67 crores in the previous year.

Business Updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities. The Company intends to offer more gamut of service to the clients.

Recent updates

The Company's online presence is through its portal www. inditrade.com and Mobile App, empowering the clients to trade online across equities, commodities, currencies and mutual funds.

The Company's online clients increased by 15.68% while comparing with the previous year and the revenue generation attained to 31.71% of total revenue.

The Company has registered a trademark for it's mobile app - "MTrade - Trade On The Go"

Subsidiary Companies

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company:

a) Inditrade Derivatives and Commodities Limited

Commodity subsidiary, Inditrade Derivatives and Commodities Limited recorded total revenue of Rs. 5.19 crores as against Rs. 7.33 crores during the previous year. The expenditure during the year stood at Rs 5.85 crores, which resulted in a loss of Rs. 0.66 crores as against a loss of Rs. 3.19 crores in the previous year.

b) JRG Fincorp Limited

NBFC Subsidiary, JRG Fincorp Limited recorded revenue of Rs.12.60 crores as against Rs. 8.17 crores during the previous year. The expenditure during the year stood at Rs. 3.8 crores, which resulted in a profit of Rs. 8.80 crores before tax. The profit after tax for the year stood at Rs. 6.90 crores as against profit of Rs. 2.03 crores during the previous year.

c) Inditrade Business Consultants Limited

Inditrade Business Consultants Limited, recorded revenue of Rs 0.55 crores as against Rs. 1.52 crores in the previous year. The expenditure during the year stood at Rs 0.51 crores, which resulted in a profit of Rs 0.04 crores before tax. The loss after tax for the year stood at Rs. 0.25 crores as against loss of Rs. 2.62 crores during the previous year.

d) Inditrade Insurance Broking Private Limited

Inditrade Insurance Broking Private Limited recorded revenue of Rs. 0.22 crores as against Rs. 0.29 crores in the previous year. The total expenditure stood Rs.0.09 crores, which resulted in a profit of Rs. 0.13 crores before tax. The loss after tax stood at Rs. 0.13 crores as against a loss of Rs 0.10 crores in the corresponding previous year.

Accounts of Subsidiaries

The Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

Board of Directors do not recommend dividend to the shareholders for the financial year 2014-2015 since the surplus is intended to be ploughed back into the business for its future expansion plans.

Details of utilization of IPO proceeds:

(Amount in lacs)

Particulars Envisaged Change in in the utilization* prospectus



Middle East Operations 560.00 (366.66)

Technology Upgradation

Computer Software 160.00 -

Computer Hardware

Regional Office 600.00 -

Issue Expenses 130.00 -

Opening new branches in India - 200.00

Infrastructure development for - 40.00 i-trade

Other infrastructural requirements. - 126.66

Total 1,450.00 -

Means of Finance

Issue Proceeds

Internal Accruals

Total Utilized

Particulars Amount Utilized utilized during the till year ended 31.03.2014 31.03.2015

Middle East Operations 193.34 -

Technology Upgradation

Computer Software 110.00 -

Computer Hardware 50.00 -

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches in India 138.74 5.26

Infrastructure development for 15.23 0.24 i-trade

Other infrastructural requirements. 123.23 3.43

Total 1407.21 8.93

Means of Finance

Issue Proceeds

Internal Accruals

Total Utilized

Particulars Total fund Amount Utilized remaining (Including to be change in utilized utilization)

Middle East Operations 193.34 -

Technology Upgradation

Computer Software 110.00 -

Computer Hardware 50.00 -

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches in India 144.00 56.00

Infrastructure development for 15.47 24.53 i-trade

Other infrastructural requirements. 126.66 -

Total 1,416.14 80.53

Means of Finance

Issue Proceeds 1,369.47

Internal Accruals 46.67

Total Utilized 1,416.14



*In the Annual General Meeting of the Company held on 25th July 2009, the shareholders had consented for the change in the utilization of the aforesaid monies totaling to Rs.366.66 Lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospects, inter alia to utilise for expansion activities of the Company in India for opening new branches, infrastructure development for I-Trade and other infrastructure requirements.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 4th December 2014 on the Ministry of Corporate Affairs' website.

The extract of the Annual Return as provided under sub section (3) of Section 92 of the Companies Act, 2013 in Form No. MGT 9 is attached as Annexure II.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from a Practicing Company Secretary firm viz M/s BVR & Associates, Kochi conforming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached as Annexure I to the Report on corporate governance.

Directors and Manager

Presently the Board of your Company consists of four Directors of which two are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P Viswanathan (DIN: 00011136),Independent Non Executive Director, is nominated on the Board of JRG Fincorp Limited, Inditrade Derivatives and Commodities Limited and Inditrade Business Consultants Limited, subsidiaries of your Company.

Mr. Munish Dayal (DIN: 01683836), director of the Company who retired at the 20th Annual General Meeting of the Company held on 26th September, 2014 was re-appointed as the director of the Company.

Ms. Debanshi Basu (DIN: 07135074), has been appointed as the Woman Director of the Company w.e.f. 26th March, 2015 in accordance with Section 149 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement subject to the shareholders approval in the ensuing Annual General Meeting of the Company.

Mr. Guruswami Raj G who was appointed as the Manager of the Company for a period of 2 years w.e.f 14th March 2014, with the approval of Shareholders in their Annual General Meeting held on 26th September 2014 has resigned from the Company. Consequently Mr. Vinod Mohan has been appointed as Manager of the Company for a period of 2 years w.e.f 11th November 2014 subject to the approval of the Shareholders in their Annual General Meeting.

Details of the proposal along with necessary resolutions for the appointment of the aforesaid Director and Manager have been included in the Notice convening the ensuing AGM and Explanatory Statement under Section 102 of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Munish Dayal(DIN: 01683836), Director, retiring by rotation at the ensuing Annual General Meeting is eligible for re-appointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 and any amendments thereon is annexed to this report as Annexure I.

Fixed deposits

During the year, your Company did not accept/renew any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, is presented in a separate section forming part of the Annual Report.

Statutory Auditors

M/s. Haribhakti & Co. LLP, Chartered Accountants, Chennai, have been appointed as the Statutory Auditors of the Company to hold the office from the conclusion of the 20th Annual General Meeting held on 26th September 2014 till the conclusion of fourth consecutive Annual General Meeting, subject to the ratification of the appointment by the members at every Annual General Meeting subsequently.

Information under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

(i) The efforts made towards technology absorption;

The Company adopted the latest state of the art Datacentre, Software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Implemented Server virtualisation to reduce the server, Power and Management foot print. Implemented the Log management to identify detailed server, Network and application issue and proactively clear them so that it will not affect the trading platform.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

Not Applicable

(b) the year of import;

Not Applicable

(c) whether the technology been fully absorbed;

Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

Not Applicable

(iv) the expenditure incurred on Research and Development No expenditure spent on research and development last year

(v) Formal Annual Evaluation has been made in an objective manner by the Board of Directors of its own performance and that of its committees and individual directors at the meeting of the Board of Directors held on 20.05.2015.

Other disclosures

i. Four meetings of the Board of Directors were held during the year on the following dates viz 27.05.2014, 08.08.2014, 11.11.2014 and 1 1.02.2015.

ii. The Company has received declarations from all the Independent Directors of the Company conforming 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 Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.

iii. The internal financial controls are adequate commensurate with the size and nature of business of the company.

iv. The company has framed a Nomination and Remuneration policy which has been approved by the Board of Directors pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement which provides the criteria for the appointment and remuneration of directors including Independent Directors, Key Managerial Persons and Senior Management. Nomination and Remuneration Committee has also been constituted. The Nomination and Remuneration Policy is attached as Annexure III.

v. There are no qualifications, reservation or adverse remark made by the statutory auditors.

vi. Details of loans, guarantees and investments made under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this annual report.

vii. Particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure IV.

viii. State of Company's affairs: The services offered by the company include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading.

ix. The company does not propose to transfer any amount to its reserves.

x. The company has developed and implemented a risk management policy and the same is available in the website of the company.

xi. Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII, CSR Committee has been constituted.

xii. Audit Committee of the Board of Directors consists of three members viz Mr. P Viswanathan, Independent Director, who is also the Chairman along with Mr. B R Menon, independent Director and Mr. Munish Dayal, Director.

xiii. The company has established a vigil mechanism for directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The vigil mechanism is available in the website of the company in the link: http://www.inditrade.com/Pdf/Vigil%20Mechanism%20Whistle%20Blower%20 PolicyJnditrade.pdf

xiv. Apart from receiving sitting fees by the Independent Directors, none of the directors are receiving any remuneration from the company.

xv. There are 141 permanent employees on the rolls of company as at the end of the financial year 2014-15;

xvi. Details required to be disclosed under Section 197 of the Companies Act, 2013 is attached as Annexure V.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

* No of complaints received: NIL

* No of complaints disposed off: NIL

Directors' Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirms:

(a) That in the preparation of the annual accounts for the year ending March 31, 2015 the applicable Accounting Standards had been followed and there are no material departures.

(b) That the accounting policies have been selected and applied consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the profit of the Company for the year ended on that date.

(c) That proper and sufficient care was taken for the 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.

(d) That the accounts for the year ended March 31, 2015 was prepared on a 'going concern' basis.

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively.

(f) 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.

Secretarial Audit

The Secretarial audit report prepared by M/s. SVJS & Associates, Practicing Company Secretaries, Kochi pursuant to Section 204 of the Companies Act, 2013 is attached as Annexure VI. The Auditors have observed that the Board does not have an optimum combination of Executive, Non-Executive and Independent Directors as contemplated under Clause 49 of the Listing Agreement. The matter was duly considered by the Board for taking necessary actions.

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company's bankers for the assistance, cooperation and encouragement extended to the Company. Your Company's employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Place: Gurgaon P. Viswanathan Date: 20.05.2015 Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report and the Company''s audited accounts for the financial year ended March 31, 2014.

Financial results (Rs. in Crores)

Particulars Standalone Consolidated

2013 2014 2013 2014

Total Revenue 15.37 20.17 31.96 40.92

Total Expenditure 16.28 23.20 32.88 45.71

Profit/ (Loss) before tax and exceptional items (0.91) (3.03) (0.92) (4.79) Exceptional Item - - 2.91 -

Provision for Tax - - 0.96 1.15

Profit /(Loss) after tax and exceptional item (0.91) (3.03) (4.79) (5.94)

Profit /(Loss) after tax and minority interest (5.67) (6.56)

Results of Operations

On a standalone basis, during the year under review, your Company earned revenue of Rs. 15.37 crores as against Rs. 20.17 crores in the previous year. This was a result of a continued lackluster market, as well as, your Company''s concerted efforts to rationalize costs and retain only profitable customers and business associates. The Management completed a fixed cost optimization program this year under which negative contribution branches were consolidated into larger branches. Further, management undertook an effort to optimize technology costs, communication costs and employee costs so as to contain expenses in a tough industry environment.

As a result of this effort, while ''loss-making revenues'' came off, expenses were contained significantly. The expenditure incurred was Rs. 16.28 crores as against 23.20 crores in the previous year or a saving of 29.83%. This resulted in a loss of Rs. 0.91 crores as against of loss Rs. 3.03 crores in previous year. The year ended with a positive outlook as the loss is reduced by 70% as compared to the previous year.

The total consolidated revenue of your Company for the year ended 31st March 2014 was Rs. 31.96 crores as against Rs. 40.92 crores in the previous year and the expenditure incurred was Rs. 32.88 crores against Rs. 45.70 crores in the previous year. As a result of the Company''s cost optimization plan, the Company saved Rs. 12.90 crores by shutting down unprofitable branches, renegotiating service contracts with vendors, and focusing on productivity and efficiencies. The Company recorded a EBITDA of Rs. 2.75 crores this year as compared to EBITDA of Rs. 0.36 crores last year.

The Company has demonstrated prudence by building a treasury book, where investments have contributed to realised profits of Rs. 2.04 crores in this financial year.

Your Company has recorded a consolidated loss before taxes of Rs. 0.92 crores as against a loss of Rs. 4.79 crores during the previous year. After tax expense of Rs. 0.96 crores, exceptional item of Rs. 2.91 crores and minority interest of Rs. 0.87 crores, the consolidated loss for the year stood at Rs. 5.67 crores as against a loss of Rs. 6.56 crores in the previous year.

Business updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities. The Company intends to offer more gamut of service to the clients.

The Company was EBITDA focused and shifted more priority to cost management by rationalizing unprofitable branches and business associates, employee costs, technology, infrastructure and operating costs. This resulted in a cost saving of Rs. 12.90 crores this year.

Recent updates

During the year under review the name of your Company has been changed from JRG Securities Limited to Inditrade Capital Limited. Company got the approval from Registrar of Companies (ROC), Kerala on 23rd October, 2013. Consequent to the change in name, the company has filed necessary applications to change its name with all Stock Exchanges and Depositories.

During the year under review the Company was subjected to inspection by Regulatory Authorities. National Stock Exchange of India Limited (NSE) and National Security Depository Limited (NSDL) had observed that "there are no adverse findings" and "no deviation observed" respectively.

Subsidiary Companies

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company:

a) Inditrade Derivatives and Commodities Limited

Inditrade Derivatives and Commodities Limited recorded total revenue of Rs. 7.33 crores as against Rs. 10.95 crores during the previous year in line with slowing commodity prices and volumes last year. The expenditure during the year stood at Rs. 10.52 crores, which resulted in a loss of Rs. 3.19 crores as against a loss of Rs. 4.36 crores in the previous year.

b) JRG Fincorp Limited

NBFC Subsidiary, JRG Fincorp Limited recorded revenue of Rs. 8.17 crores as against Rs. 7.81 crores during the previous year. The expenditure during the year stood at Rs. 5.17 crores, which resulted in a profit of Rs. 3.00 crores before tax. The profit after tax for the year stood at Rs. 2.03 crores as against profit of Rs. 1.61 crores during the previous year.

The Company built a treasury book using free cash and generated profits before tax of Rs. 2.26 crores.

c) Inditrade Business Consultants Limited

Inditrade Business Consultants Limited, recorded revenue of Rs. 1.52 crores as against Rs. 2.72 crores in the previous year. The expenditure during the year stood at Rs. 1.23 crores, and exceptional item of Rs. 2.91 crores, which resulted in a loss of Rs. 2.61 crores as against loss of Rs. 0.16 crores during the previous year.

d) Inditrade Insurance Broking Private Limited

Inditrade Insurance Broking Private Limited recorded revenue of Rs. 0.29 crores as against Rs. 0.39 crores in the previous year. The total expenditure stood Rs. 0.39 crores, which resulted in a loss of Rs. 0.10 crores as against a loss of Rs. 0.09 crores in the corresponding previous year.

Accounts of Subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 dated February 08, 2011 has granted a general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to fulfillment of condition specified in the said circular. Accordingly, your Company is not attaching the financial statement of its subsidiaries viz. Inditrade Derivatives and Commodities Limited, Inditrade Insurance Broking Private Limited, JRG Fincorp Limited and Inditrade Business Consultants Limited along with the Balance Sheet of your Company for the year under review.

Further, the Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

The Company incurred loss during the current financial year under review and therefore Board of Directors do not recommend dividend to the shareholders for the financial year 2013-2014.

Details of utilisation of IPO proceeds: (Amount in lacs)

Particulars* Envisaged Change Amount in the in utilization * utilized as prospectus on 31st March

Middle Eastern Operations 560.00 (366.66) 193.34

Technology up gradation

Computer software - 110.00 160.00 Computer hardware - 50.00

Regional offices 600.00 - 628.81

Issue expenses 130.00 - 147.86

Opening new branches in India - 200.00 124.07

Infrastructure development for i-trade - 40.00 15.23

Other infrastructural requirements. - 126.66 123.23

Total 1450.00 1392.54

Particulars* Utilized Total fund Amount during the utilized remaining to year (Including be utilized change in utilization)

Middle Eastern Operations - 193.34 -

Technology up gradation

Computer software - 110.00 Computer hardware - 50.00

Regional offices - 628.81

Issue expenses - 147.86

Opening new branches in India 14.67 138.74 61.26

Infrastructure development for i-trade - 15.23 24.77

Other infrastructural requirements. - 123.23 3.43

Total 14.67 1407.21 89.46

Means of finance

Issue proceeds 1360.54

Internal accruals 46.67

Total utilized 1407.21

* In the Annual General Meeting of the Company held on 25th July 2009, the shareholders gave their consent to change the utilization of the aforesaid monies totaling to Rs. 366.66 Lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospects, inter alia to utilizing the monies for expansion activities by opening new branches, infrastructure development for I-Trade and other infrastructure and technology requirements.

Transfer of Amounts to Investor Education and Protection Fund Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27th September 2013 (date of last Annual General Meeting) on the Company''s website (www. inditrade.com), as also on the Ministry of Corporate Affairs'' website.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from a Practising Company Secretary, Kochi conforming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on corporate governance.

Directors

Presently the Board of your Company consists of three Directors of which two are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P. Viswanathan(DIN: 00011136),Independent Non Executive Director, is nominated on the Board of JRG Fincorp Limited, Inditrade Derivatives and Commodities Limited and Inditrade Business Consultants Limited, subsidiaries of your Company.

Mr. B. R. Menon (DIN: 00113329) and Mr. Munish Dayal (DIN: 01683836), directors of the Company who retired at the 19th Annual General Meeting of the Company held on 27th September, 2013 were re-appointed as directors of the Company.

Mr. Pradeep Mallick (DIN: 00061256), Director of the Company resigned from the Board w.e.f. 08th November, 2013.

Mr. Anand Tandon (DIN: 02197457), Managing Director and Mr. rahul Bhasin (DIN: 00236867), Director of the Company have resigned from the Board w.e.f 13th February, 2014.

Board of Directors has appointed Mr. Guruswami Raj G as the Manager of the Company for a period of 2 years w.e.f 14th March 2014, subject to the approval of Shareholders in the ensuing Annual General Meeting.

In accordance with the provisions Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Munish Dayal(DIN: 01683836), Director, retiring by rotation at the ensuing Annual General Meeting is eligible for re-appointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking the appointment of Mr.P.Viswanathan (DIN: 00011136), and Mr. B. R. Menon (DIN: 00113329) as Independent Non-Executive Directors of your Company for five consecutive years from 26th September, 2014.

The Company has received declarations from all the Independent Directors of the Company conforming 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 Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.

Details of the proposal along with necessary resolutions for the appointment / re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and Explanatory Statement under Section 102 of the Companies Act, 2013.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

During the year, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2013-2014.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, is presented in a separate section forming part of the Annual Report.

Auditors and Auditors'' Report

M/s. Haribhakthi & Co. LLP, Chartered Accountants, Chennai, Statutory Auditor of the Company, retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received a confirmation from M/s. Haribhakthi & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The Audit Committee and Board of Directors recommend the re- appointment of M/s. Haribhakthi & Co., Chartered Accountants, as Statutory Auditors of the Company to hold the office from the conclusion of this AGM till the conclusion of fourth consecutive AGM, subject to the ratification of the appointment by the members at every AGM.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organization by optimal use of technology.

B. Technology absorption

The Company adopted the latest state of-the-art software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

C. Foreign exchange earnings and outgo

There was no foreign exchange earnings and outgo during the year 2013-2014.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirms:

(a) That in the preparation of the Accounts for the year ending March 31, 2014 the applicable Accounting Standards were followed and there are no material departures there from.

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

(c) That proper and sufficient care was taken for the 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.

(d) That the accounts for the year ended March 31, 2014 was prepared on a ''going concern'' basis.

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company''s bankers for the assistance, cooperation and encouragement extended to the Company. Your Company''s employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Place : Gurgaon P. Viswanathan Date : 7th August, 2014 Chairman


Mar 31, 2012

The Directors take pleasure in presenting to you the 18th Annual Report and the audited annual statement of accounts for the year ended 31.03.2012.

Financial results

(Amount in Rs.)

Particulars* 2011-12 2010-11

Total Revenue 261,565,255 386,296,812

Profit/(Loss)Before Tax (80,586,577) (55,325,217)

Provision For Taxes/Deferred Tax Benefit - (4,232,130)

Exceptional Item 11,819,512 --

Profit /(Loss)After Tax (92,406,089) (51,093,087)

Appropriations NIL NIL

Surplus Transferred To Balance Sheet (85,304,645) 7,101,444

* On a standalone basis

Overview

On a standalone basis, the Company earned revenue of Rs. 26.15 crores during the year under review as against Rs. 38.69 crores in the previous year. The expenditure stood at Rs. 34.21 crores resulting in a loss of Rs. 8.06 crores before considering exceptional items and tax. After considering exceptional items of Rs. 1.18 crore, the loss for the year stood at Rs. 9.24 crores as against a loss of Rs. 5.10 crores during the previous year.

Business Updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include, equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, real estate services, NBFC products like margin funding, loan against shares, loan against commodities and host of other third party products. The main thrust of the Company has been to provide the services to Tier-II and Tier-III cities and other smaller town to the retail investors. The main areas of the business operations were confined to the five states like Kerala, Tamil Nadu, Karnataka, Maharashtra and Andhra Pradesh. Bulk of the business came from the state of Kerala as we continue to be the dominant player in the state.

The Company has successfully migrated the state-of-the-art Data Centre to Mumbai. This would provide the cost-effective and faster trading service to our clients.

Subsidiaries, Associates and their operations

The commodity subsidiary JRG Wealth Management Ltd recorded revenue of Rs. 16.50 crores as against Rs. 20.13 crores in the previous year. The total expenditure incurred was Rs. 13.30 crores resulting in a profit of Rs. 3.19 crores before prior period items and taxes, as against loss of Rs. 0.78 crores in the previous year. After provision for taxes the profit for the year stood at Rs. 2.19 crores as against loss of Rs. 1.84 crores during the corresponding previous year.

JRG Insurance Broking (P) Ltd, recorded revenue of Rs. 64.55 lakhs as against Rs. 71.82 lakhs in the previous year. The expenditure during the period was Rs. 75.34 lakhs which has resulted in a loss of Rs.10.78 lakhs as against loss of Rs.4.56 lakhs during the previous year.

JRG Fincorp Ltd recorded revenue of Rs.8.01 crores as against Rs.12.56 crores during the corresponding previous year. The expenditure during the period stood at Rs. 6.63 crores, resulting in profit for the year of Rs. 1.38 crores. After provision for tax and deferred tax charge, the profit for the year was Rs. 1.27 crores as against the profit of Rs. 7.40 crores during the previous year.

JRG Business Investment Consultants Ltd registered revenue of Rs. 3.19 crores as against Rs. 2.08 crore in the previous year. The expenditure during the year was Rs. 4.96 crores resulting in a loss of Rs. 1.84 crores after taxes as against profit of Rs. 32.09 lakhs in the previous year.

The consolidated revenue for the year 2011-12 stood at Rs. 52.81 crores and the expenditure was Rs. 57.74 crores as against Rs. 73.62 crores revenue and Rs. 66.44 crores expenditure during the corresponding previous year. The consolidated loss before exceptional items and taxes was Rs. 4.93 crores as against a profit of Rs.

7.17 crores during the previous year. After considering exceptional items, taxes and minority interest, the consolidated loss for the year stood at Rs. 7.89 crores against a profit of Rs. 1.57 crores in the previous year.

Accounts of Subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 dated February 08, 2011 has granted general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to fulfillment of condition specified in the said circular.

Accordingly, your Company is not

attaching the financial statement of its subsidiaries viz. JRG Wealth Management Limited, JRG Insurance Broking Private Limited, JRG Fincorp Limited and JRG Business Investment Consultants Limited along with the Balance Sheet of your Company for the year under review.

Further, the Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

The Company plans for major expansion in the near future which entails funds for the investment requirements. It was therefore decided not to pay dividend to the shareholders for the financial year 2011-12.

IPO fund utilization

A statement of utilization of IPO proceeds is given below:

Particulars Envisaged Change Amount in the in utilization* unutilised as prospectus on 31st March 2011

A B C

Middle Eastern Operations 560.00 (366.66) 193.34 Technology upgradation

Computer software - 110.00

160.00 -

Computer hardware 50.00

Regional offices 600.00 628.81

Issue expenses 130.00 147.86

Opening new branches

in India - 200.00 100.53

Infrastructure development

for i-trade - 40.00 9.53

Other infrastructural

requirements. - 126.66 108.06

Total 1,450.00 1348.13

Means of finance

Issue proceeds 1323.22

Internal accruals 46.67

Total utilized 1369.89



(Rs. in lakhs)

Particulars Utilized Total fund Amount during the Utilized remaining year (Including to be 2011-12 change in utilized D utilization) "

Middle Eastern Operations - 193.34 -

Technology up gradation - 110.00 -

Computer software 50.00

Computer hard ware 628.81 -

Issue expenes 147.86 -

Opening new development

in India 8.08 108.61 91.39

Infrastructure development

for i-trade - 9.53 30.47

Pther infra structural 13.68 121.74 4.92

requirements

Total 21.76 1369.89 126.78

Means of finance

Issue Proceeds 1323.22

Internal accruls 46.67

Total utilized 1369.89

* In the Annual General meeting of the Company held on 25 July 2009, the shareholders had consented for the change in the utilization of the aforesaid monies totaling to Rs.366.66 lacs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospectus, inter alia to utilize for expansion activities of the Company in India for opening new branches, infrastructure development for i-trade and other infrastructural requirements.

Amount pending utilization as on 31 March 2012 has been maintained in fixed deposits with the banks.

Corporate Governance

It has been our Endeavour to ensure good Corporate Governance practices in all facets of your Company's activities. In compliance with the listing agreement, the Management Discussion and Analysis Report and Report on Corporate Governance with Auditors' Certificate on Compliance with conditions of Corporate Governance are provided in this Annual Report.

Audit Committee

The Audit Committee comprises of four Directors viz. Mr. P. Viswanathan, Mr. Munish Dayal, Mr. Pradeep Mallick and Mr. B. R. Menon as members. Except Mr. Munish Dayal the other three members are Non-Executive

Independent Directors. The roles and powers of the Committee are in conformity with the requirements of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.

Directors

Presently the Board consists of six Directors of which three are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with BSE. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P Viswanathan, Independent Director, is also on the Board of JRG Fincorp Limited, JRG Wealth Management Limited and JRG Business Investment Consultants Limited, subsidiaries of your Company.

Pursuant to the resignation of Mr. Gaurav Vivek Soni who was appointed as Managing Director, the Board at its meeting held on 25th January 2012 appointed Mr. Gopichand S as Managing Director for a period of 1 year w.e.f 25th January 2012 subject to shareholders' approval.

Mr. Pradeep Mallick and Mr. P. Viswanathan, Directors, would be liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board of Directors of your Company recommends their reappointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

Your Company did not accept any fixed deposits from the public.

Particulars of employees

No employee of the Company was in

receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2011-12.

Auditors

M/s. B S R & Associates, KPMG House, No. 10, Mahatma Gandhi Road, Nungambakkam, Chennai - 600034, (Regn No.116231W) were appointed as the Statutory Auditors of your Company for the year 2011-12. The Board of Directors recommends the reappointment of M/s. B S R & Associates, Chennai - 600034 as the Statutory Auditors of the Company for the year 2012-13.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organization by optimal use of technology.

B. Technology absorption

The Company adopted the latest state of-the-art software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

C. Foreign exchange earnings and outgo

There was no foreign exchange earnings and outgo during the year 2011-12.

Directors' Responsibility Statement

In accordance with the provisions of

Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirm

(a) That in the preparation of the Accounts for the year ending March 31, 2012 the applicable Accounting Standards were followed and there are no material departures there from.

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

(c) That proper and sufficient care was taken for the 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.

(d) That the accounts for the year ended March 31, 2012 were prepared on a 'going concern' basis.

Acknowledgments

Your Directors wish to express their gratitude and thanks to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by employees of JRG at all levels, enabling the Company to maintain service levels of a high order.

For and on behalf of the Board

Place: Hyderabad Rahul Bhasin

Date: 26th July, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting to you the 17th Annual Report and the audited annual statement of accounts for the year ended 31/03/2011.

Financial results

(Amount in Rs.)

Particulars* 2010-11 2009-10

Total Revenue 386,923,463 480,015,170

Profit/(Loss) Before Tax (55,325,217) 25,968,460

Provision For Taxes/Deferred Tax Benefit (4,232,130) 11,394,971

Profit/(Loss) After Tax (51,093,087) 14,573,489

Appropriations Nil Nil

Surplus transferred to Balance Sheet 7,101,444 58,194,531

* On a standalone basis

Overview

On a standalone basis, the revenues for the year were Rs. 38.69 crores as compared with Rs. 48 crores during the previous year. The Company recorded a loss of Rs. 5.11 crores in the current year as compared with a profit of Rs. 1.46 crores in the previous year.

Subsidiaries and their operations

The Company earned revenue of Rs. 38.69 crores during the year under review as against Rs. 48.00 crores in the previous year. The expenditure stood at Rs. 44.22 crores, resulting in a loss of Rs. 5.53 crores before taxes. After the deferred tax benefit of Rs. 42.32 lakhs the loss for the year was Rs. 5.11 crores against the profit of Rs. 1.46 crores in the previous year

The commodity subsidiary JRG Wealth Management Ltd recorded revenue of Rs. 20.13 crores as against Rs. 12.58 crores in the previous year. The total expenditure incurred was Rs. 20.91 crores, resulting in a loss of Rs. 78.23 lakhs before prior period items and taxes as against profit of Rs. 14.77 lakhs in the previous year. After provision for taxes of Rs. 1.06 crores the loss of the year is at Rs. 1.84 crores as against Rs. 19.75 lakhs in the previous year.

In JRG Insurance Broking (P) Ltd, revenue of Rs. 71.82 lakhs was recorded during the year against Rs. 1.46 crores during previous year. The expenditure during the period was Rs. 76.39 lakhs which resulted in a loss of Rs. 4.57 lakhs.

JRG Fincorp Ltd recorded revenues of Rs. 12.72 crores as against Rs. 8.14 crores during the previous year. The expenditure during the period was

Rs. 3.61 crores, resulting in profit for the year of Rs. 9.11 crores. After provision for tax and deferred tax charge, the profit for the year was Rs. 7.33 crores as against the profit of Rs. 4.85 crores during the previous year.

JRG Business Investment Consultants Ltd registered revenues of Rs. 2.09 crores as against Rs. 2.61 crore in the previous year. The expenditure during the year was Rs. 1.77 crores, resulting in a profit of Rs. 32.09 lakhs after taxes as against loss of Rs. 25.83 lakhs in the previous year.

The consolidated revenue for the year 2010-11 stood at Rs. 73.84 crores and the expenditure was Rs. 66.66 crores as against Rs. 71.57 crores revenue and Rs. 62.40 crores expenditure during the previous year. The consolidated profit before prior period items and taxes was Rs. 7.18 crores as against Rs. 9.17 crores during the previous year. After considering provision for taxation of Rs. 2.42 crores, the consolidated profit for the year stood at Rs. 4.77 crores against Rs. 6.71 crores in the previous year.

Accounts of subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/2011 dated 08/02/2011 granted general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to the fulfillment of condition specified in the said circular.

Accordingly, your Company is not attaching the financial statement of its subsidiaries viz. JRG Wealth Management Limited, JRG Insurance Broking Private Limited, JRG Fincorp Limited and JRG Business Investment Consultants Limited along with the balance sheet of your Company for the year under review.

Further, the Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Recent developments

During the year, the Board decided to initiate steps to undertake Right Issue to go ahead with the expansion plans of the Company. The objects of the proposed Right Issue are:

(a) Expanding our operations through increase in network of branches in West and South India

(b) Funding of expected increase in margins to be maintained with the exchanges/working capital for enhanced trading volumes

(c) Enhancing our existing technological capability

(d) Hiring of additional manpower

(e) Business promotional and marketing programmes

The Company filed the Draft Letter of offer with SEBI and BSE on 20/07/2011 for the proposed rights issue for an amount not exceeding Rs. 4,500 lakhs.

Our erstwhile promoters Mr. Regi Jacob, Mr. Giby Mathew and Mr. Jiji Antony filed a petition under Section 397 and Section 398 of the Companies Act before the Company Law Board, Southern Regional Bench, Chennai to prevent the misuse of management powers by the Company and prayed for an injunction to stop the Company from going ahead with the Rights Issue. The CLB on 06/07/2010 granted a stay on the petition and later vide order dated 11/10/2010 vacated the earlier interim injunction, allowing the Company to proceed with the Rights Issue. Aggrieved by the Order, the Original Promoters appealed before the High Court of Kerala. The High Court of Kerala refused to interfere with the Order and disposed of the Appeal and directed the CLB to dispose of the matter within three months. The matter is currently pending before the CLB for final hearing.

Dividend

The Company plans for major expansion in the near future which entails funds for the investment requirements. It was therefore decided not to pay dividend to the shareholders for the financial year 2010-11.

IPO fund utilisation

A statement of utilisation of IPO proceeds is given below:

(Rs. in lakhs) Particulars Envisaged Change Unutilised in the in utilisation* as on prospectus 01/04/2010

A B C

Middle East Operations 560.00 (366.66) 193.34

Technology upgradation

Computer Software 160.00 - 110.00

Computer Hardware 50.00

Regional Office 600.00 628.81

Issue Expenses 130.00 147.86

Opening new branches - 200.00 61.91 in India

Infrastructure - 40.00 6.89 development for I-Trade

Other infrastructural - 126.66 31.37 requirements.

Total 1,450.00 1,230.18

Means of finance

Issue proceeds

Internal accruals

Total Utilised

Particulars Utilised Total fund Amount during the Utilised remaining year (Including to be D change in utilised utilisation)

Middle East Operations - 193.34 -

Technology upgradation

Computer Software - 110.00 -

Computer Hardware 50.00

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches 38.62 100.53 99.47 in India

Infrastructure 2.64 9.53 30.47 development for I-Trade

Other infrastructural 76.69 108.06 18.60 requirements.

Total 117.95 1,348.13 148.54

Means of finance

Issue proceeds 1,301.46

Internal accruals 46.67

Total Utilised 1,348.13

* In the Annual General meeting of the Company held on 25/07/2009, the shareholders consented for the change in the utilisation of the aforesaid monies totaling to Rs. 366.66 lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospectus, inter alia to utilise for expansion activities of the Company in India for opening new branches, infrastructure development for I-Trade and other infrastructural requirements.

Amount pending utilisation as on 31/03/2011 was maintained in fixed deposits with the banks.

Corporate Governance

It has been our endeavour to ensure good Corporate Governance practices in all facets of your Company's activities. In compliance with the Listing Agreement, the Management discussion and analysis report and Report on Corporate Governance with Auditor's Certificate on Compliance with conditions of Corporate Governance are provided in this annual report.

Audit Committee

During the year, Mr. Pradeep Mallick, who is a Non-Executive Independent Director, was inducted as a member of the Audit Committee on 21/10/2010. Presently the Committee comprises Mr. T. M. Venkataraman as Chairman, Mr. B. R. Menon, Mr. Munish Dayal, Mr. P. Viswanathan and Mr. Pradeep Mallick as members. Except Mr. Munish Dayal, the other four members are Non-Executive Independent Directors. The roles and powers of the Committee are in conformance with the requirements of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.

Directors

Presently, the Board consists of eight Directors of which four are Independent Non-Executive Directors,

in compliance with Clause 49 of the Listing Agreement with BSE. As part of the requirements under Clause 49 of the Listing Agreement, Mr. T. M. Venkataraman, Independent Director, is also on the Board of JRG Fincorp Ltd and JRG Wealth Management Limited, subsidiaries of your Company.

The present term of appointment of Mr. Gaurav Vivek Soni as Managing Director expired on 28/04/2011. The Board at its meeting held on 12/05/2011 reappointed him as Managing Director for a further period of two years w.e.f 29/04/2011 on the existing terms and condition, subject to shareholders' approval.

Mr. T. M. Venkataraman, Mr. Regi Jacob and Mr. Rahul Bhasin, Directors, will be liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board of Directors of your Company recommends their reappointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

Your Company did not accept any fixed deposits from the public.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2010-11.

Auditors

M/s. B S R & Associates, KPMG House, No. 10, Mahatma Gandhi Road, Nungambakkam, Chennai - 600034, (Regn No.116231W) were appointed as the Statutory Auditors of your Company for the year 2010-11. The Board of Directors recommends the reappointment of M/s. B S R & Associates, Chennai - 600034 as the Statutory Auditors of the Company for the year 2011-12.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organisation by optimal use of technology.

B. Technology absorption

The Company adopted the latest state- of-the-art software and hardware tools available in the market for rendering the stock broking and other services more efficiently and effectively.

C. Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the year 2010-11.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirm:

(a) That in the preparation of the Accounts for the year ending 31/03/2011 the applicable Accounting Standards were followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31/03/2011 and of the loss of the Company for the year ended on that date.

(c) That proper and sufficient care was taken for the 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.

(d) That the accounts for the year ended 31/03/2011 were prepared on a going concern basis.

Acknowledgments

Your Directors wish to express their gratitude and thanks to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by employees of JRG at all levels, enabling the Company to maintain service levels of a high order.

For and on behalf of the Board

Rahul Bhasin Chairman

Place: Hyderabad Date : 26/07/2011

 
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