Directors Report of Modex International Securities Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting the 24^th Annual Report of the Company together with the Audited Accounts and Auditors Report for the financial year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS_

The performance of the Company on Standalone basis for the financial year ended 31^st March, 2018, is summarized below:

PARTICULARS	AMOUNT (in Rs.)
	2017-18	2016-17
Total Income	245,210,398.00	225,391,357.00
Less : Total Expenditure	239,136,912.00	219,368,460.00
Profit / (Loss)	6,073,486.00	6,022,896.00
Less : Provision for Taxation	1,157,303.00	1,147,663.00
Less : Deferred Tax Liability/(Assets)	620,846.00	(14,89,117.00)
Profit / (Loss) after Taxation	4,295,337.00	63,64,350.00

PERFORMANCE REVIEW_

During the financial year under review, the Company has earned a total income of Rs. 245.21 Million as against Rs. 225.39 Million for the previous financial year. Total expenditure amounted to Rs. 239.14 Million as against Rs. 219.37 Million for the previous financial year. The Company has incurred a net profit of Rs. 4.30 Million as against a net profit of Rs. 6.36 Million for the previous financial year. During the financial year under review, the performance of the Company has been satisfactory. Your directors are looking for avenues and making continuous efforts to expand the business of the Company.

CHANGE IN THE NATURE OF BUSINESS_

There was no change in the nature of business of the Company during the financial year under review.

DIVIDEND_

For augmentation of funds for potential expansion and better future prospects in the business of the Company, your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

Pursuant to the provisions of Section 123 of the Companies Act, 2013, your Directors have decided to transfer the profits for the financial year under review to Reserves and Surplus with a view of escalation of resources for the business of the Company.

DEPOSITS_

The Company has not accepted any Deposit within the meaning of Chapter V of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest was outstanding as on the Balance Sheet date.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS_

The Company did not give any loan or provided any guarantee or security under the provisions of Section 186 of the Companies Act, 2013 during the financial year under review. However, particulars of investments made during the financial year under review are provided in Note 11 of the Audited Standalone Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS AS PER SECTION 188(1)

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company''s financial statements in accordance with the Accounting Standards.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s web link at http://modexindia.com/Pdf/RELATEDPARTYTRANSACTIONS.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES_

During the financial year under review, your Company had one wholly owned subsidiary company viz. Modex International Securities (IFSC) Private Limited and one associate company viz. Modex Commodity Trades Private Limited. A statement containing the salient features of the financial statement of the subsidiary and associate companies, as per Section 129 (3) of the Companies Act, 2013, is provided as Annexure- A to the Consolidated Financial Statements and therefore not annexed to the Board''s Report to avoid duplication. The Financial Statements of the subsidiary and associate companies will also be available for inspection during the business hours at the Registered Office of the Company.

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION (SECTION 178)

The Company has in place the Nomination and Remuneration Committee. The Company has further formulated the Nomination and Remuneration Policy on directors'' appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of directors. The other details form part of the Corporate Governance Report.

EMPLOYEES REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, a statement showing (i) the names and other particulars of top ten employees and employees drawing remuneration in excess of the limits set out in the said Rules and (ii) the disclosures relating to remuneration and such other details as required under the said Rules, forms part of this Report. However, having regard to the provisions of the first proviso to section 136(1) of the Act, the Board''s Report excluding the aforesaid statements is being sent to the Members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company up to the date of ensuing Annual General Meeting. Any member interested in obtaining the said statements may write to the Company Secretary at the Registered Office of the Company in advance and the same will be furnished upon request.

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

The Company does not own any manufacturing facility. The information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 relating to Part A- Conservation of Energy and Part B- Technology Absorption, are not applicable to the Company. However, Foreign Exchange earnings and outgo as stipulated in Part C of the said Rules were NIL during the financial year under review.

RISK MANAGEMENT POLICY OF THE COMPANY

Risk management and control forms an integral part of the business planning and review cycle. The Company has designed and formulated Risk Management Policy to identify and evaluate business risks and opportunities. This policy seeks to create transparency, minimize adverse impact on the strategic and financial business objectives and enhance Company''s competitive advantage and also provide reasonable assurance that objectives are met by complying with all the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has proper confidentialities and privacy policies to control risk elements.

CORPORATE SOCIAL RESPONSIBILITY POLICY_

Pursuant to Section 135 of the Companies Act, 2013, Corporate Social Responsibility is not applicable to the Company. Thus, there is no requisite to constitute a committee, formulate the policy and spend amount on Corporate Social Responsibility.

INFORMATION TECHNOLOGY_

The growing influence of the Information Technology as an enabler of business in today''s time has made use of Information Technology indispensable. Information Technology, having made inroads into majority of industries, has left no aspect of our business and life untouched. In due recognition of the key role played by Information Technology in revolutionizing the world, the Company has in place various softwares and systems which will aid in building, sustaining and expanding its competitive edge. Your Company firmly believes that inclination towards technology will improve the operational efficiency and reduce the manpower cost by a significant margin, ensuring maximum reach. The culture of an organization impacts the business growth and we are moving towards technology driven culture.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed towards providing a healthy environment and thus does not tolerate any discrimination and/or harassment in any form. The Company has in place an Internal Complaints Committee to prevent sexual harassment of women at workplace and redress the complaints in this regard, if any. During the financial year under review, the Company did not receive any such complaint.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL_

Mrs. Sharda Gupta ceased to be an Independent Director of the Company w.e.f. 7^th February, 2018, consequent to the resignation tendered by her.

Mrs. Sarika Chawla was appointed as an Additional Director on the Board of the Company at the meeting held on 28^th March, 2018. In terms of the provisions of the Companies Act, 2013 and the Rules made thereunder, she holds office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing along with the requisite deposit from a member under Section 160 of the Companies Act, 2013, signifying the intention to propose the candidature of Mrs. Sarika Chawla for the office of Independent Director of the Company. The Board recommends her appointment.

During the financial year under review, Mr. Sanjay Mohan Uniyal, one of the Independent Directors of the Company left for heavenly abode on 22^nd June, 2017. The Board would like to express its deep condolence towards the sad demise of Mr. Sanjay Mohan Uniyal and also expresses the rich tribute towards the contribution made by him during his tenure as the Director of the Company.

In terms of the provisions of the Companies Act, 2013, Mr. Pavan Sachdeva is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board is of the view that his continued association will prove beneficial for the growth and development of the Company. The Board recommends his re-appointment at the ensuing Annual General Meeting.

A brief profile of Mr. Pavan Sachdeva and Mrs. Sarika Chawla as stipulated under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended to the Notice.

The Board takes this opportunity and places on record its sincere appreciation for the valuable guidance of Mrs. Sharda Gupta.

Key Managerial Personnel:

During the financial year under review, Ms. Shruti Singh resigned as the Company Secretary & Compliance Officer of the Company effective from the end of January'' 2018 and Ms. Shraddha Mahendrakumar Bora was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 1^st February, 2018. The Company is in compliance with the provisions of Section 203 of the Companies Act, 2013. Mr. Dharmendra Kumar Arora and Mr. Pavan Sachdeva, Whole Time Directors; Mr. Kundan Lal Grover, Chief Financial Officer; and Ms. Shraddha Mahendrakumar Bora, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS_

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided therein.

NUMBER OF MEETINGS OF THE BOARD HELD DURING THE PERIOD_

During the financial year under review, the Board met Nine (9) times. The details regarding the attendance and the date of Board Meetings are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Shareholders/Investors Grievance and Share Transfer Committee

The composition, scope and powers of the aforementioned Committees together with details of meetings held during the financial year under review, forms part of Corporate Governance Report.

FORMAL ANNUAL EVALUATION_

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual directors including Chairman of the Board, Key Managerial Personnel, Senior Management, etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

LISTING_

The equity shares of your Company are listed on the BSE Limited (Formerly: The Bombay Stock Exchange Limited).

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance under the said Regulations along with a certificate from the Auditors confirming the compliance, is annexed and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS_

The Management Discussion and Analysis Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms an integral part of this report.

CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31^st March, 2018, in conformity with the Accounting Standard 3 (AS-3) and provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed hereto.

Consolidated financial statements

As stipulated in Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with Auditors'' Report form part of the Annual Report. Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the subsidiary and associate companies will be kept open for inspection by the shareholders at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting. The Company will provide the copy of the financial statements of its subsidiary and associate companies to the shareholders upon request.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITORS AND AUDIT REPORT:

M/s. Prakash & Santosh, Chartered Accountants were appointed as Auditors of the Company, for a period of 5 (Five) consecutive years, at the Annual General Meeting held on 23^rd September, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The notes on Financial Statements referred to in Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

2. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board had appointed Mr. Navneet Arora, Practising Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 201718. The Secretarial Audit Report for the financial year ended 31^st March, 2018 is annexed herewith marked as Annexure-1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

DETAILS OF FRAUDS REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)_

No fraud/misconduct was detected at the time of Statutory Audit by Auditors of the Company for the financial year ended on 31^st March, 2018.

INTERNAL CONTROLS, INTERNAL AUDIT AND OTHER INITIATIVES

The Company has, in compliance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, in place internal auditor to carry out the audit of internal records maintained by the Company. M/s. M. C. Maheshwari & Co., Chartered Accountants are the Internal Auditors of the Company.

EXTRACT OF ANNUAL RETURN_

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed herewith marked as Annexure-2 to this Report.

ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS_

No material orders were passed by Regulators or Courts or Tribunals during the financial year under review which impact the going concern status and Company''s operations in future.

DIRECTORS RESPONSIBILITY STATEMENT_

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility Statement:-

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

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

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

(d) the directors had prepared the annual accounts 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 are adequate and were operating effectively; and

(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.

ACKNOWLEDGEMENT

The Board of Directors appreciates the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Board of Directors would like to thank the Financial Institutions, Bankers and Government Authorities for their continued support and all stakeholders for the continued confidence and trust placed by them with the Company. The Board of Directors also appreciates the contribution made by the employees at all levels for their hard work, dedication, co-operation and support for the growth of the Company.

For and on behalf of the Board of Directors of

Modex International Securities Limited

Sd/- Sd/

Dharmendra Kumar Arora Pavan Sachdeva

Place: New Delhi Whole-Time Director Whole-Time Director

Date: 30^th May, 2018 DIN: 00234555 DIN: 00257402

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS

The highlights of financial results of the Company for the financial years 2014-15 and 2013-14 are summarized as under:-

PARTICULARS AMOUNT (Rs.)

2014-2015 2013-2014

Total Income 83.996,855.00 81,983,341.00

Less: Total Expenditure 76,474,047.00 74,520,71 1.00

Profit/(Loss) 7.522.808.00 7,462,630.00

Less: Depreciation 4,398,779.00 3,865,282.00

Less: Provision for Taxation 1,656.625.00 1,490,950.00

Less : Income Tax Adjust (Last year) - -

Less : Deferred Tax Liability/(Asscls) 802,860.00 216,21 1.00

Profit / (Loss) after Taxation 2,270,264.00 2,322,609.00

OPERATIONS

The performance of the Company during the year under review has been satisfactory. The Company is also making all efforts to expand its business.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31st March, 2015.

FIXED DEPOSITS

Your Company did not accept fixed deposits firom the public during the financial year ended 31st March 2015. RESERVES

There is no amount to carry forward to reserves,

MATERIAL CHANGES AND COMMITMENTS

There is no change in the nature of Business of the Company during the year. There arc no material changes and commitments in the business operations of the Company since the close of the financial year on 31st March 2015 to the dale of this report.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee. Nomination and Remuneration Committee and Shareholder's Grievance/Share Transfer Committee, number of meetings attended by each member of the Committee as required under the Companies Act. 2013 are provided in Corporate Governance Report set forth in Annexure '2' and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it

POLICIES DEVELOPED BY THE COMPANY

VIGIL MECHANISM , WHISTLE BLOWER

The Company has established a vigil mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for:

(a) Adequate safeguards against victimization of persons who use mechanism.

(b) Direct access to the chairperson of the Audit Committee of the Board of Directors of the Company.

Details of the Vigil Mechanism Policy are made available on the Company's website wwu.modexindia.enin.

RELATED PARTY TRANSACTIONS

The Company has formulated a polity on materiality of Related Party Transactions. The policy is available on the Company's website www.modexmdia.eotn.

Further the Company did not enter in any contract or arrangement with related parties pursuant to Section 188 (1) of the Companies Act 2013.

RISK MANAGEMENT

The Company has devised and implemented a mechanism for Risk Management and has developed a Risk Management Policy for identification of elements of risks, which in (he opinion of the Board, may threaten the existence of the Company. The policy is available on the Company's website www.modextndia.com.

NOMINAIION AND REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNELS & OTHER EMPLOYEES

The Company has formed The Nomination & Remuneration Committee, which has formulated a policy for ensuring good level and composition of remuneration, which could attract, retain and motivate the Directors. The policy is available on the Company's website www.modexindia.com

FAMILIARIZATION PROGRAMME FOR IN PE PEND NET DIRECTORS

The Company keeps its directors informed of the activities of the Company, its management and operations. The details of various familiarization programmes provided to the directors of the Company is available on the Company's website'w ww.modcxindia.com.

PREVENTION OF SEXLAL HARASSMENT POLK A

The Company has in place a prevention of Sexual Harassment policy in line with the requirements of Sexual Harassment of Women at workplace (Prevention, Prohibition and rcdressal ) Act,2013 An internal Complaints Committee has been set up to redress complaints received regarding sexual harassment All employees are covered under this policy.

No complaints were received by the Company related to sexual harassment during the year 2014-2015.

DIRECTORS AND KEY MANAHERIAL PERSONNELS

Pursuant to Section 152(6) of the Companies Act, 2013, Mr. Dharmendra Kumar Arora who retires by rotation at the forthcoming Annual General Meeting. Being eligible, he offers himself for re-appointment Necessary resolution for re-appointment of aforesaid Director has been included in the notice convening the ensuing AGM .

Mr. Dharmendra Kumar Arora, Chairman and Whole Time Director Mr. Pa van Sachdeva, Whole Time Director; Mr Kundan Lai Grover, Chief Financial Officer; and Ms. Shruti Singh. Company Secretary are the Key Managerial Personnel(s) of the Company as per provisions of the Act.

REGIULARISATION OF DIRECTORS

in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company the Board accorded to give consent to the following:

Mrs. Sangeeta Scahdeva has been appointed as an Additional Director Mr, PHiminder Singh Kindra has been appointed as an Independent Director. His appointment as an Independent Director is proposed for a term of 5 years.

pursuant to the applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act. 2013. your Directors are seeking for regularization as Director by changing the designation of Mrs. Sangecia Sachdeva & Mr, Parminder Singh Kindra.

DECL ARATION OK INDEPENDENCE BY INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act 2013. Independent Directors of the Company have made a declaration confirming the compliance of the conditions of independence stipulated in aforesaid section.

PARTICULARS OF EMPLOYEES

There are no employees who arc in receipt of remuneration in excess of the rates' amounts specified under provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN KXCHANGE FARMINGS AND OUTGO

The Company being in the financial sector, the particulars as prescribed under section 134(3) (m), of the Companies Act. 201,3 read with the Companies (Disclosure of particulars in the Report of Hoard of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. Foreign Exchange earrings and outgo were nil during the current year

AUDITORS

M/S Prakash and Santosh, Chartered Accountants, retire at the end of this Annual General Meeting and being eligible, offer themselves for re-appomintent. The Hoard has recommended their re-appointment.

AUDITORS' REPORT

The Auditors' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation,

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. the Board of Directors has appointed Mr Parvecn Rastogi from Parveen Rastogi & Co.. Practicing Company Secretary for conducting secretarial audit of the Company for financial year 2014-2015,

The Secretarial Audit Report is annexed herewith as ANNEXURE '4'

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134 of the Act, the Directors state that:

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

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on 31st March 2015 and of the Profit of the Company for the Year ended on that date:

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201.3, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively:

(V) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company did not give any loan or guarantee or provided any security or make investment covered under Section 186 of the Companies Act 2013 during the year,

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement and compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Bombay Stock Exchange A Certificate of compliance from M s Parveen Rastogi & Co.. Company Secretaries and the report on Corporate Governance form part of this Director's Report.

LISTING OF COMPANY'S SHAKES UN STOCK EXCHANGES

The Company's shares are listed on "The Bombay Stock Exchange Llimited". The listing fee up to the year 2015- 2016 has already been paid to the Stock Exchanges,

EXTRACT OF ANNUAL RETURN

The details forming part of the Annua) Return in form MOT 9 is annexed herewith as Annexure'6'

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors arc also grateful and pleased to place on record their appreciation for the excellent support guidance and cooperation extended by the Bombay Stock Exchange. National Stock Exchange, MCX Stock Exchange. United Stock Exchange. Central Depository Services ( India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of Modex International Securities Limited

SD/- SD/- Dharmcndra Kumar Arora Pavan Sachdeva (Chairman/Whole-Time Director) (Whole-Time Director) DIN: 002J45S5 DIN: 110257402

Date : 30th May, 2015 Place : New Delhi

---

Mar 31, 2014

To the members of Modex International Securities Limited,

The Directors have pleasure in presenting the 20th Annual Report of the Company together with Audited Accounts for the year ended on 31* March, 2014.

FINANCIAL RESULTS

The highlights of financial results of the Company.for the financial years 2013-14 and 2012-13 are summarized as under:-

AMOUNT (Rs.)

PARTICULARS 2013-2014 2012-2013

Total Income 81,983,341 69,332,188

Less: Total Expenditure 74,520,7126 5,585,330

Profit/(Loss) 7,462,629 3,746,858

Less: Depreciation 3,865,282 3,613,887

Less: Provision for Taxation 1,490,950 233,349

Less : Income Tax Adjust (Last year) Nil 1.463

Less: Deferred Tax Liability/(Assets) (216,211) (186,049)

Profit / (Loss) after Taxation 2,322,609 84,188

Add: Balance Brought Forward from last 67,949,832 67,865,644 year

Profit/(Loss) carried to Balance Sheet 70,272,441 67,949,832

OPERATIONS

The performance of the Company during the year under review has been satisfactory. The Company is also making all efforts to expand its business.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31* March, 2014.

PUBLIC DEPOSITS

Your Company did not accept public deposits during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company the Board accorded to give consent to the following:

Pursuant to the notification of Sec. 149,150,152,160 and any other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. Gaurav Chhabra, Mr. Sanjay Mohan Uniyal & Mr. Vikram Duggal as Independent Directors for five consecutive years for a term upto 31 st March, 2019. Details of the proposal for appointment of Mr. Gaurav Chhabra, Mr. Sanjay Mohan Uniyal and Mr. Vikram Duggal are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of 20th Annual General Meeting.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

Mr. Vikram Duggal (Chairman)

Mr. Dharmendra Kumar Arora

Mr. Sanjay Mohan Uniyal

CAPITAL OF THE COMPANY

During the period, the Authorized capital of the Company stands at Rs. 3,50,00,000 consisting of 35,00,000 equity shares of Rs. 10/- each and paid up capital at Rs. 3,00,00,000 divided into 30,00,000 equity shares of Rs. 10/- each.

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

The Company being in the financial sector, the particulars as prescribed under section 217(1)(e), of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company. Foreign Exchange earnings and outgo were nil during the current year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that

(i) The annual accounts of the Company have been prepared in conformity with the generally accepted accounting standards in India.

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on

31st March 2014 and Profit and Loss of the Company for the Year ended on that date

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1966, or

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal audit control system of the Company is monitored y the director''s themselves. .

(iv) The Company is in a position to carry on its business in the foreseeable future and, accordingly, the financial statements have been prepared on the basis of a going concern.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance alongwith the Certificate of M/s Prakash & Santosh, Chartered Accountants confirming compliance of conditions ot corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Bombay Stock Exchange & The Delhi Stock Exchange forms part of the Annual Report.

SUSIDIARY COMPANY

The Company does not have any Subsidiary company.

LISTING OF COMPANY S SHARES ON STOCK EXCHANGES

The Company''s shares are listed on The Bombay Stock Exchange Limited And *The Delhi Stock Exchange Limited.* The fisting tee up to the year2014 - 2015 has already been paid to the Stock Exchanges.

AUDITORS

M/s Piakash & Santosh, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. They have furnished a certificate to the effect that their appointment, if made, will be within the limits prescribed Under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors'' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent sipport, guidance and cooperation extended by the Delhi Stock Exchange, Bombay Stock Exchange, National Stock Exchange, MCX Stock Exchange, United Stock Exchange, Central Depository Services (India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of Modex International Securities Limited

Date: 09.07.2014 Dharmendra Kumar Arora

Place: New Delhi (Chairman)

---

Mar 31, 2013

To the members of Modex International Securities Limited,

The Directors have pleasure in presenting this 19th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS

The highlights of financial results of the Company for the financial years 2012-13 and 2011-12 are as under:-

PARTICULARS AMOUNT

(Rs.)

2012-2013 2011-2012

Total Income 69,332,188 83,905,385

Less : Total Expenditure 65,585,330 80,420,618

Profit / (Loss) 3,746,858 3,484,767

Less: Depreciation 3,613,887 2,754,619

Less : Provision for Taxation 233,349 471,254

Less : Income Tax Adjust (Last year) 1,483 127,383

Less : Deferred Tax Liability/(Assets) (186,049) (76,152)

Profit / (Loss) after Taxation 84,188 207,662

Add: Balance Brought Forward from last year 67,865,644 67,657,982

Profit/(Loss) carried to Balance Sheet 67,949,832 67,865,644

PERFORMANCE

Owing to the recession in the global economy, Indian economy particularly the capital market got hurted. As your company''s main stream of business is linked with Capital Market, therefore the total Income of the company has been reduced. During the year under review the total Income of your Company was Rs. 693.32 Lacs as compared to Rs. 839.05 Lacs during the previous year, thereby showing a decrease by 17.37 %. As a result the Company has earned a Profit (after tax) of Rs. 0.84 Lacs as against a Profit (after tax) of Rs. 2.08 Lacs in previous year.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31st March, 2013.

FIXED DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company the Board accorded to give consent to the following:

- Mr. Mahesh Gopal Goel ceases to operate as the Whole time Director of the company, the Board hereby accepts his resignation w.e.f. 14th August, 2013, and

- Mr. Sanjay Mohan Uniyal and Mr. Vikram Duggal, are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDIT COMMITTEE

At present the audit committee comprises of the following Directors:

- Mr. Gaurav Chhabra (Chairman)

- Mr. Dharmendra Kumar Arora

- Mr. Vikram Duggal

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being in the financial sector, the particulars as prescribed under section 217(1)(e), of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings and outgo were nil during the current year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) The annual accounts of the Company have been prepared in conformity with the generally accepted accounting standards in India.

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on 31st March 2013 and of the Profit of the Company for the Year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal audit control system of the Company is monitored by the director''s themselves.

(iv) The Company is in a position to carry on its business in the foreseeable future and, accordingly, the financial statements have been prepared on the basis of a going concern.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance alongwith the Certificate of M/s Prakash & Santosh, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Delhi Stock Exchange forms part of the Annual Report.

SUSIDIARY COMPANY

The Company does not have any Subsidiary company.

LISTING OF COMPANY''S SHARES ON STOCK EXCHANGES

The Company''s shares are listed on "The Delhi Stock Exchange of India Limited." The listing fee up to the year 2013 - 2014 has already been paid to the Stock Exchange.

AUDITORS

M/s Prakash & Santosh, Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. They have furnished a certificate to the effect that their appointment, if made, will be within the limits prescribed Under Section 224(1B) of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Delhi Stock Exchange, Bombay Stock Exchange, National Stock Exchange, MCX Stock Exchange, United Stock Exchange, Central Depository Services (India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of

Modex International Securities Limited

Dharmendra Kumar Arora

DATE : 26.08.2013 (Chairman)

PLACE : NEW DELHI

---

Mar 31, 2012

To the members of Modex International Securities Limited,

The Directors have pleasure in presenting this 18th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

The highlights of financial results of the Company for the financial years 2010-11 and 2011-12 are as under:-

PARTICULARS AMOUNT (Rs.)

2011-12 2010-2011

Total Income 83,905,385 114,686,603

Less : Total Expenditure 80,420,618 87,886,262

Profit / (Loss) 3,484,767 26,800,341

Less: Depreciation 2,754,619 27,03,155

Less : Provision for Taxation 471,254 196,400

Less : Income Tax Adjust (Last year) 127,383 2,352

Less : Deferred Tax Liability/(Assets) (76,152) (103,436)

Profit / (Loss) after Taxation 207,663 24,001,870

Add: Balance Brought Forward from last year 67,657,982 43,656,112

Profit/(Loss) carried to Balance Sheet 67,865,645 67,657,982

PERFORMANCE

Owing to the recession in the global economy, Indian economy particularly the capital market got hurted. As your company''s main stream of business is linked with Capital Market, therefore the total Income of the company has been reduced. During the year under review the total Income of your Company was Rs. 839.05 Lacs as compared to Rs. 1,146.87 Lacs during the previous year, thereby showing a decrease by 26.84 %. As a result the Company has earned a Profit (after tax) of Rs. 2.08 Lacs as against a Profit (after tax) of Rs. 240.01 Lacs in previous year.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31st March, 2012.

FIXED DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Gaurav Chhabra and Mr. Vikram Duggal, are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being in the financial sector, the particulars as prescribed under section 217(1)(e), of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings and outgo were nil during the current year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) The annual accounts of the Company have been prepared in conformity with the generally accepted accounting standards in India.

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on 31st March 2012 and of the Profit of the Company for the Year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal audit control system of the Company is monitored by the director''s themselves.

(iv) The Company is in a position to carry on its business in the foreseeable future and, accordingly, the financial statements have been prepared on the basis of a going concern.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance alongwith the Certificate of M/s S. Chand Mittal & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Delhi Stock Exchange forms part of the Annual Report.

AUDITORS

M/s S. Chand Mittal & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. They have furnished a certificate to the effect that their appointment, if made, will be within the limits prescribed Under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Delhi Stock Exchange, Bombay Stock Exchange, National Stock Exchange, MCX Stock Exchange, United Stock Exchange, Central Depository Services (India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of

Modex International Securities Limited Dharmendra Kumar Arora (Chairman)

DATE 16.08.2012

PLACE NEW DELHI

---

Mar 31, 2011

To the members of Modex International Securities Limited,

The Directors have pleasure in presenting this 17th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS

The highlights of financial results of the Company for the financial years 2009-10 and 2010-11 are as under:-

PARTICULARS

AMOUNT (Rs.)

2010-2011 2009-2010

Total Income 114,686,603 99,703,366

Less : Total Expenditure 87,886,262 95,474,444

Profit / (Loss) 26,800,341 4,228,923

Less: Depreciation 27,03,155 22,21,414

Less : Provision for Taxation 196,400 307,830

Less : Income Tax Adjust (Last year) 2,352 22,870

Less : Deferred Tax Liability/(Assets) (103,436) 54,258

Profit / (Loss) after Taxation 24,001,870 1,622,551

Add: Balance Brought Forward from last year 43,656,112 42,033,561

Profit/(Loss) carried to Balance Sheet 67,657,982 43,656,112

PERFORMANCE

During the year under review the total Income of your Company was Rs. 1,146.87 Lacs as compared to Rs. 997.03 Lacs during the previous year, thereby showing an increase by 15.03 %. As a result the Company has earned a Profit (after tax) of Rs. 240.01 Lacs as against a Profit (after tax) of Rs. 16.23 Lacs in previous year.

DIVIDEND

Keeping in view further expansion plans in broking space, your directors do not recommend any dividend for the year ended on 31st March, 2011.

FIXED DEPOSIT

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Pavan Sachdeva and Mr. Sanjay Mohan Uniyal, are liable to retire by rotation as Directors at the ensuing Annual General Meeting and being eligible have offered themselves for re- appointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being in the financial sector, the particulars as prescribed under section 217(1)(e), of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings and outgo were nil during the current year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) The annual accounts of the Company have been prepared in conformity with the generally accepted accounting standards in India.

(ii) Accounting policies selected were applied consistently, reasonable and prudent judgment and estimates are made so as to give a true and fair view of the Company as on 31st March 2011 and of the Profit of the Company for the Year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The internal audit control system of the Company is monitored by the director''s themselves.

(iv) The Company is in a position to carry on its business in the foreseeable future and, accordingly, the financial statements have been prepared on the basis of a going concern.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance alongwith the Certificate of M/s S. Chand Mittal & Co., Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with The Delhi Stock Exchange forms part of the Annual Report.

AUDITORS

M/s S. Chand Mittal & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed. They have furnished a certificate to the effect that their appointment, if made, will be within the limits prescribed Under Section 224(1 B) of the Companies Act, 1956.

AUDITORS'' REPORT

The Auditors'' Report read with notes on accounts is self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

ACKNOWLEDGEMENT

Your Directors appreciate the trust reposed by the Investor fraternity and Clients in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Delhi Stock Exchange, Bombay Stock Exchange, National Stock Exchange, MCX Stock Exchange, United Stock Exchange, Central Depository Services (India) Ltd. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the Company.

By Order of the Board of Directors of

Modex International Securities Limited

Dharmendra Kumar Arora

(Chairman)

DATE : 12.08.2011

PLACE : NEW DELHI