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Directors Report of Nam Securities Ltd.

Mar 31, 2015

Dear Members,

The Director has pleasure in presenting the 21st Annual Report of the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS Rs. In lacs

Particular Year ended Year ended Mar.31,2015 Mar. 31 ,2014

Gross Income 62.41 47.59

Gross Profit before Dep. & 16.92 15.15 I. TAX

Depreciation 8.50 8.14

Tax Expense 2.00 0.90

NET PROFIT AFTER TAX 6.42 6.11

Add: Balance b/f from Previous 8.61 2.50 year

Less: transfer to General NIL NIL Reserves

Amount carried to Balance 15.03 8.61 Sheet

DIVIDEND

During the Year 2014-15, the Board of Directors of the Company has not declared dividend.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013.

For the financial year ended 31st March, 2015, the Company did not transfer any amount to General Reserve Account.

MANAGEMENT DISCUSSION AND ANLYSIS REVIEW OF PERFORMANCE

1) The Company recorded revenue of Rs.62.41lacs for the year ended 31st March, 2015 as against Rs. 47.59lacs in the previous year ended 31.03.14.

2) The profit before tax at Rs.8.42lacs for the ended 31st March, 2015 as against Rs. 7.01 lacs in the previous year ended 31.03.2014.

3) Net profit after tax at Rs.6.42 lacs for the year ended 31st March, 2015 as against Rs. 6.11lacs in the previous year ended 31.03.2014.

KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY

a. Economic factors like Inflation rate, Credit policy, GDP growth, Trade & Fiscal deficit.

b. Political factors like stability, Expansion, Liberalization and FDI, Disinvestment Policy framework of the Government.

OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS

With the incoming of the NDA Government at Centre in the month of June, 2014, and passing of one year of its working, there is hope for all round growth in the economy. GDP growth recorded for the year ended 31.03.2015 is highest at 7.5%. With more liberalization and expansion policies of the Government already announced, your company is hopeful of achieving better results in the coming year(s). The government has also announced Disinvestment in public sector undertakings for the substantial amounts. More IPO''s are in the pipeline and all these shall have direct impact on the performance of your company during the current year.

CAPITAL EXPENDITURE AND FUNDING

i) The Capital expenditure incurred and funded for the year is Rs.40.11lacs

ii) During the year under review, your company has not sold/deleted/adjusted any assets, except under the head Vehicles for net value of Rs.3.55 lacs.

SUBSIDIARY COMPANY

There is no subsidiary company.

INTERNAL CONTROLS SYSTEMS AND INTERNAL AUDIT

The Company maintains adequate internal Control Systems and the internal audit are handled by a qualified chartered accountant and his team of subordinates.

DIRECTORS

Divya Goyal, non-independent director, retiring by rotation, being eligible, offers herself for re-appointment.

FIXED DEPOSITS

The company has not accepted deposits from the public during the year under review.

EXTRACTS OF ANNUAL RETURN

The details forming part of the Annual Return in form MGT-9 is annexed herewith as "Annexure 3".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the regulators/courts which would impact the going concern status of the company and its future operations.

CEO/CFO CERTIFICATION

The compliance to the requirement of clause 49 of the Listing agreement entered with the stock exchanges, the managing director has submitted to the board a certificate relating to financial statements and other matters as envisaged in the said clause.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the companies Act, 2013, the Directors, based on the representation received from the operating management, conform that:

1. In preparation of the Annual accounts, the applicable accounting standards have been followed and there are no material departure from the same;

2. In order to provide a true and fair view of the state of affairs of the Company as on March 31, 2015 and the profits for the year ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied.

3. For safeguarding the asset of the assets of the Company and preventing and detecting any material fraud and irregularities, Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act;

4. The annual accounts presented to the members have been prepared on a going concern basis;

5. The directors have laid down internal financial controls to be followed by the company and that such controls are adequate and operating effectively;

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and those systems are adequately and operating effectively.

RELATED PARTY TRANSCTIONS

All related party transaction that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. Therefore form AOC-2 is not applicable to the company.

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. As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Agreement, the Business Responsibility report and Corporate Responsibility Report, applicable to the extent, is adhered during the year under review.

RISK MANAGEMENT

During the year, your directors have constituted a risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the Organization faces, such as

strategic,financial,credit,market,liquidity,security,property,It,Legal, regulatory,reputational and other risks have been identified and assessed and there is adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the committee.

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s Sanjay Braharua & Associates, Chartered Accountants, the present Statutory, Auditors retire at the ensuing Annual General Meeting and has expressed their unwillingness for re-appointment. The company has received a letter from a member proposing the name of M/S Raj K Sri & Co., chartered accountants, as statutory Auditors of the company from the conclusion of the ensuing annual general meeting.

In respect of the observations made by the auditors in their report, your directors wish to state that the respective notes to the accounts read with the relevant accounting policies are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

The company does not require cost auditor.

DISCLOSURES

Audit Committee

The audit committee comprises of independent directors namely Ravi Berry (Chairman), Rekha Chauhan and Ms.Divya Goyal, as other member. All the recommendations made by the said committee were accepted by the board.

Remuneration Committee

The audit committee comprises of independent directors namely Ravi Berry (Chairman), Rekha Chauhan and Ms.Divya Goyal, as other member. All the recommendations made by the said committee were accepted by the board.

Shareholder and Investors Grievance Committee

The audit committee comprises of independent directors namely Ravi Berry, Rekha Chauhan and Ms.Kiran Goyal (chairman) as other member. All the recommendations made by the said committee were accepted by the board.

VIGIL MECHANISM

The Vigil mechanism of the company, which also incorporates a whistle blower policy in terms of the listing agreement, includes Ethics and Compliance Task Force comprising the senior executives of the company, which works in the line with the best of standards.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

There are no transactions relating to the loans given, investments made, excepting investment in shares, and there is no guarantee given, neither security provided during the year.

MEETING OF THE BOARD

Four Meetings of the Board were held during the year. For further details, please you may refer report on corporate governance of this annual report.

LISTING AND DEMATERIALISATION OF SHARES

As your company''s shares are listed on BSE Ltd., Delhi Stock Exchange Ltd. and Ahmadabad Stock Exchange Ltd. and is enjoying active status. Listing Fees for and up to the year 2015-16, has been paid to these stock exchanges, except to Ahmedabad Stock Exchange, which is in the process of winding up.

The ISIN of the company is INE792G01011 and Trading Code on BSE is 538395, with the symbol "NAM".

SHAREHOLDER INITIATIVES

Your company adheres strictly to all the statutory and other legal compliances. Your company has been one of the first to implement any initiatives for shareholder benefit directed from SEBI. On occurrence of any event, which has a bearing on the share price or otherwise, your company intimates the stock exchanges, within stipulated period. Your company has in place regulations for preventing and regulating insider trading and has adhered to a code of conduct and business ethics by which the shareholder is treated at par with an employee on availability of information about the company.

Your company has been prompt and regular in its replies to your queries. Your company also replies within the stipulated time to all legal and statutory authorities. The total number of shares dematerialized as on 31st March, 2015 are shares which represent of the shares of the company.

PARTICULARS OF EMPLOYEES

There are no employees of the company requiring information as prescribed under section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY

Your company always places greater importance to manage its affairs with highest level of transparency, accountability and integrity and maintain high standards of corporate governance on sustained basis. Your company is committed to its social responsibilities.

INTERNAL FINANCIAL CONTROLS

The company has in place the adequate internal financial controls with reference to financial statements. During the year controls were tested and no reportable material weakness in the design or operation were observed.

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

The information pursuant to Section134 (m) of the companies Act, 2013, read with rule 8 of the Companies (Accounts) Rules, 2014, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo are implemented to the extent that the company''s electric circuits are made to order to be completely switched off after office hours and other air-conditioners and led lightings are replaced with energy savings counter-parts.

Our operations are domestically based so there is no foreign exchange earnings and out- gos.

INSIDER TRADING POLICY

As required under the new insider trading policy regulation of SEBI, your directors have framed new insider trading regulations and Code of internal procedures and conducts for Regulating, Monitoring & Reporting of trading by insider. For details please refer to Company''s website.

CAUTIONARY STATEMENT

Statements in this Management Discussion and analysis describing the Company''s Objectives, projections, estimates and expectations may constitute "Forward looking statements" within the meaning of applicable Laws and regulations. Actual results might differ materially from those either expressed or implied.

ACKNOWLEDGEMENTS

Your Directors acknowledge the significant contribution made by the employees of the company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to all stakeholders, bankers and Clients for their continued support to the company.

For and on behalf of the Board



PLACE: Gurgaon -Sd/ DATE: 1st June, 2015 (Kiran Goyal) Managing Director


Mar 31, 2014

Dear Members,

The Director have pleasure in presenting the 20th Annual Report of the financial year ended 31, March, 2014.

FINANCIAL HIGHLIGHTS

Rs. In lacs

Particulars Year ended Mar. 31, Year ended Mar. 31, 2014 2013

Gross Income 47.59 45.60

Gross Profit before Dep. & I. TAX 15.15 13.80

Depreciation 8.14 8.20

Tax Expense 0.90 1.04

NET PROFIT AFTER TAX 6.11 4.56

Add: Balance b/f from Previous year 2.50 37.50

Less: transfer to General Reserves NIL 35.00

Amount carried to Balance Sheet 8.61 2.50

DIVIDEND

During the Year 2013-14, the Board of Directors of the Company has not declared dividend.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with a certificate from the statutory Auditors, in compliance with clause 49 of the Listing agreement, is attached as part of this report. Compliance reports in respect of all laws applicable to the company have been reviewed by the board of directors.

MANAGEMENT DISCUSSION AND ANALYSIS REVIEW OF PERFORMANCE

1) The Company recorded revenue of Rs.47.59 lacs for the year ended 31st March,2014 as against Rs.45.60lacs in the previous year ended 31.03.13

2) The profit before tax at Rs.7.00Lacs for the ended 31st March,2014 as against Rs.5.60lacs in the previous year ended 31.03.2013

3) Net profit after tax at Rs.6.11lacs for the year ended 31st Mar,2014 as against Rs.4.57 lacs in the previous year ended 31.03.2013

KEY FACTORS WHICH AFFECT THE PERFORMANCE OF THE COMPANY

a. Economic factors like Inflation rate, Credit policy, GDP growth, Trade & Fiscal deficit

b. Political Factors like stability, Expansion, liberalisation and FDI & Dis-investment Policy framework of the Government.

CAPITAL EXPENDITURE AND FUNDING

I. The Capital incurred and funded for the year is Rs.4.98 lacs

II. During the year under review, your company has not sold/deleted/adjusted any assets.

OUTLOOK OF THE INDUSTRY & FUTURE PROSPECTS

With the incoming of the NDA Government at Centre in the month of June,2014, there is hope for all round growth in the economy. GDP growth is highest of last 3 years low and more liberalization and expansion policies of the Government are being announced. The government has also announced Dis-investment in public sector undertakings for the substantial amounts. More IPO''s are in the pipeline and all these shall have direct impact on the performance of your company during the current year.

SUBSIDIARY COMPANY

There is no subsidiary company.

INTERNAL CONTROLS SYSTEMS AND INTERNAL AUDIT

The Company maintains adequate internal Control Systems and the Internal audit is handled by a qualified chartered accountant and his team of subordinates.

DIRECTORS

1. Divya Goyal, non-independent director, retiring by rotation, being eligible, offers herself for re-appointment

2. Mrs. Rekha Chauhan who meets the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 is appointed as Independent Director.

3. Mr. Ravi Berry who meets the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 is appointed as Independent Director.

FIXED DEPOSITS

The company has not accepted deposits from the public during the year under review.

CEO/CFO CERTIFICATION

The compliance to the requirement of clause 49 of the Listing agreement entered with the stock exchanges, the managing director has submitted to the board a certificate relating to financial statements and other matters as envisaged in the said clause.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, conform that:

1. In preparation of the Annual accounts, the applicable accounting standards have been followed;

2. In order to provide a true and fair view of the state of affairs of the Company as on March 31, 2014 and the profits for the year ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied.

3. For safeguarding the asset of the assets of the Company and preventing and detecting any material fraud and irregularities, Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956;

4. The annual accounts presented to the members have been prepared on a going concern basis.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

STATUTORY AUDITORS & AUDITOR''S REPORT

M/s Sanjay Braharua & Associates, Chartered Accountants, the present Statutory, Auditors retire at the ensuing Annual General Meeting and are eligible for re-appointment. The company proposes to re-appoint M/s Sanjay Braharua & Associates, chartered accountants, as statutory Auditors of the company from the conclusion of the ensuing annual general meeting upto the conclusion of the twenty third annual general meeting of the company. In respect of the observations made by the auditors in their report, your directors wish to state that the respective notes to the accounts read with the relevant accounting policies are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

The company does not require cost auditor.

LISTING OF SHARES

As your company''s shares are listed on BSE Ltd., Delhi Stock Exchange Ltd. and Ahmadabad Stock Exchange Ltd. and is enjoying active status. Listing Fees for and upto the year 2013-14, has been paid to these stock exchanges.

SHAREHOLDER INITIATIVES

Your company adheres strictly to all the statutory and other legal compliances. Your company has been one of the first to implement any initiatives for shareholder benefit directed from SEBI. On occurrence of any event, which has a bearing on the share price or otherwise, your company intimates the stock exchanges, within stipulated period. Your company has in place regulations for preventing and regulating insider trading and has adhered to a code of conduct and business ethics by which the shareholder is treated at par with an employee on availability of information about the company.

Your company has been prompt and regular in its replies to your queries. Your company also replies within the stipulated time to all legal and statutory authorities. The total number of shares dematerialised as on 31st March, 2014 are shares which represent of the shares of the company.

PARTICULARS OF EMPLOYEES

There is no employee of the company requiring Information as prescribed under section 217 (2A) of the companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, amended from time to time forms part of this report.

Your company always places greater importance to manage its affairs with highest level of transparency, accountability and integrity and maintain high standards of corporate governance on sustained basis. Your company is committed to its social responsibilities.

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

The information pursuant to Section 217(1) (e) of the companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo are provided hereunder:-

(i) Your company is in the business of dealing in shares and DP. As such, information about CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION is not applicable on the company

(ii) There is NIL figure on account of Foreign exchange earnings and outgo during the year under review.

CAUTIONARY STATEMENT

Statements in this Management Discussion and analysis describing the Company''s Objectives, projections, estimates and expectations may constitute "Forward looking statements" within the meaning of applicable Laws and regulations. Actual results might differ materially from those either expressed or implied.

ACKNOWLEDGEMENTS

Your Directors acknowledge the significant contribution made by the employees of the company at all levels towards its overall success. The Directors also take this opportunity to place on record their appreciation to all stakeholders, bankers and Clients for their continued support to the company.

For and on behalf of the Board

PLACE: Gurgaon (Kiran Goyal) DATE: 1st September, 2014 Managing Director

 
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