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Directors Report of NDA Securities Ltd.

Mar 31, 2015

Dear Shareholders,

The Board of Directors has immense pleasure in presenting the 23rdAnnual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2015. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in this Board Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

INFORMATION ON STATE OF THE COMPANY'S AFFAIRS

The Company had started its journey by acquiring the membership in National Stock Exchange as soon as it came into existence in the year 1994, and held Category-1 Merchant Banking license till 1998. We had the privilege to handle as many as 60 Public Issues as Managers/Advisors to Issue

In the year 1994, we came out with a public issue, which was a success. We are among the first broking houses of Northern India to go public. Our share is presently listed at Bombay Stock Exchange.

The company has diversified its business in due course of time and rendering all financial services under one roof with the help of its subsidiaries as on date. All the products, services, different segments, including performance and business environment thereof have been covered in detail in the Management Discussion and Analysis Report separately which is the part of this Board Report.

1. FINANCIAL STATEMENT

Particulars Amount (in Rupees)

31.03.2015 31.03.2014

Revenue from Operations 46,008,919 32,834,254

Other Income 5,697,300 6,490,467

Total Income 51,706,219 39,324,721

Total Expenditure (inclusive of interest & Depreciation) 53,188,632 41,019,166

Profit (loss) before Tax (14,82,413) (16,94,445)

Provision for Tax - -

Deferred Tax (Asset) 298,148 466,136

Net Profit (loss) (11,84,265) (12,28,309)

Paid up Equity Capital 50,922,000 50,922,000

Reserves 19,125,258 22,562,751

2. DIVIDEND

Due to loss in the Current Year, your Directors have not recommended dividend during the year.

3. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2015 following 2 Companies are the subsidiaries of the Company:

1. M/s NDA Commodity Brokers Private Limited

2. M/s NDA Share Brokers Limited

The Company has prepared Consolidated Financial Statement in strict compliance with the applicable accounting standards and Listing Agreement executed with the stock exchange where the shares of the Company are currently listed. As per the clause 32 of the Listing Agreement, consolidated Audited Financial Statements form part of this Annual Report.

The accounts of the Subsidiary Companies and the related detailed information will be made available to any shareholder of the Company as well as Subsidiary Companies seeking such information at any point of time and are also available for inspection by the members of the Company as well as Subsidiary Companies at the registered office of the Company

4. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves due to suffering loss in the current year.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They have 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 ended 31st March, 2015 and of the profit/loss of the company for the same period;

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

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

7. AUDITORS OF THE COMPANY

i) Statutory Auditors:

At the Annual General Meeting held on September 29, 2014, M/s Gupta Rustagi & Agarwal, Chartered Accountants, (ICAI Registration Number- 008084N) were appointed as statutory auditors of the Company for a period of 3 years viz., till the conclusion of 25th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Gupta Rustagi & Agarwal, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

ii) Secretarial Audit :

Mr. Abhishek Gupta, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15.According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report at Annexure-1.

iii) Internal Auditor :

The company has appointed M/s Ashutosh Gupta & Co., Chartered Accountants, as Internal Auditor of the Company.

8. EXTRACT OF ANNUAL RETURN

In compliance with the provisions of Section 92 (3), Section 134 (3) (a) and Rule 11 of The Companies (Management and Administration) Rules, 2014, the extract of the Annual Return have been annexed with this Board's Report in Form- MGT-9 as Annexure-2.

9. NUMBER OF BOARD MEETINGS

There were six meetings of the Board of Directors held during the financial year 2014-15. Details of each meeting of the Board of Directors have been provided under Corporate Governance Report which forms part of Annual Report.

10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

Presently the Company have three Independent and Non- Executive Directors namely Mr. Uma Shanker Gupta, Mr. Lalit Gupta, and Mr. Ram Kishan Sanghi, who have given declaration that they meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

11. BOARD EVALUATION

Pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors has carried out an annual evaluation of its performance, and that of its Committees and Individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual director.

The Criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc.

12. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

13. CHANGE IN SHARE CAPITAL

There is no change in share capital of the Company during the financial year 2014-15.

14. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during thefinancial year 2014-15.

15. MANAGEMENT'S DISCUSSION AND ANALYSIS

A comprehensive Management's Discussion and Analysis Report, which is enclosed, forming a part of the Board Report.

16. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a corporate Governance Report, which is enclosed, is a part of the Board Report.

A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement is attached with this report.

17. DIRECTORS

Mr. Sanjay Agarwal, Managing Director, of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

18. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company's website.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

The particulars of Contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act, 2013 for the Financial Year 2014-15 in the prescribed format, AOC-2 at Annexure-3.

21. AUDIT COMMITTEE

The Audit Committee of the Company comprises Mr. Uma Shanker Gupta, Mr. Lalit Gupta and Mr. Ram Shaker Sanghi.

Mr. Lalit Gupta is the Chairman of the Committee.

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. During the year under review, there was no instance wherein the Board had not accepted any recommendation of the Audit Committee.

22. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in Possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

23. VIGIL MECHANISM

Pursuant to the provisions of sub- sections 9 and 10 of Section 177 of the Act and as per Clause 49 of the Listing Agreement, the Company has established a vigil mechanism to enable the Directors and employees of the Company to report concerns of any unethical behaviour, violation of law or regulations, or suspected fraud. In this regard, the Company has formulated a Whistle Blower Policy, which is uploaded on the website of the Company. This policy has adequate safeguards against victimisation of the whistle blower and ensures protection of the whistle Blower's identity

The Company has adopted a code of Conduct which is uploaded on the website of the Company.

24. HUMAN RESOURCES

The well-disciplined workforce which has served the company for the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance. The company has always recognized talent and has judiciously followed the principle of rewarding performance

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

The Company is in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an internal Complaints Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered.

During the year under review, the Company did not receive any complaint.

26. REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the same is stated as Annexure-4.

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

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975.

The Ratio of Remuneration of Each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2014-2015 is annexed at Annexure- 5.

28. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

29. ANNUAL LISTING FEE

The Company has paid the Annual listing fees for the financial year 2015-16 to Bombay Stock Exchange Limited.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

During the period under review there was no energy conservation, technology absorption and foreign exchange earnings and outgo.

31. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by any regulators or courts or tribunals, impacting going concern status of the Company and its future operations

32. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimisation procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company.

33. APPRECIATION

Your Directors wish to place on records their sincere appreciation to all the Employees of the Company for their untiring efforts, efficient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Company's Customers, Vendors and Institutions. Your Directors also wishes to express deep sense of gratitude to the all our Bankers, Central and State Governments and their departments and to the local authorities for the continued support.

Your Directors register sincere appreciations to the Shareholders of the Company for keeping faith and confidence reposed in us.

By Order of the Board of Directors

Place: New Delhi Sanjay Agarwal DeeptiAgarwal

Date :12.08.2015 Managing Director Whole Time Director

DIN: 00010639 DIN: 00049250

157, Block - E, Kalkaji, 157, Block - E, Kalkaji,

New Delhi-110019 New Delhi-110019


Mar 31, 2014

TO THE MEMBERS

The Directors have pleasure in presenting the 22nd Annual Report along with the Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The Financial results for the year ended 31st March, 2014 are as under:

Particulars Amount (in Rs.) 31.03.2014 31.03.2013

Revenue from Operations 32,834,254 35,181,345

Other Income 6,490,467 5,154,394

Total Income 39,324,721 40,335,739

Total Expenditure (inclusive of interest & Depreciation) 41,019,166 43,293,098

Profit (loss) before Tax (16,94,445) (29,57,359)

Provision for Tax - -

Deferred Tax (Asset) 466,136 440,827

Net Profit (loss) (12,28,309) (2,516,532)

Paid up Equity Capital 50,922,000 50,922,000

Reserves 22,562,751 23,791,060

COMPANY''S PERFORMANCE

The Company incurred a loss of Rs. 12,28,309/- in the current year, against a loss of Rs. 25,16,532/- in the previous year.

DIVIDEND

Due to loss in the Current Year, your Directors have not recommended any dividend for the Current Year. DIRECTORS

Your directors are seeking appointment of Sh. Uma Shanker Gupta, Sh. Lalit Gupta and Sh. Ram Kishan Sanghi as Independent Directors under Companies Act 2013 for a term of 5 Years.

Smt. Deepti Agarwal, Whole-time Director is retiring at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Your directors are seeking re-appointment of Smt. Deepti Agarwal as whole-time Director for a further period of 3 Years, w.e.f 1st May 2014.

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

— That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

— That the Directors have 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 ended 31st March, 2014 and of the loss of the Company for that year.

— That the Directors have taken proper and sufficient care to the best of their knowledge and capacity 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.

— That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance Report, Management Discussion and Analysis Report, and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached and form a part of this Annual Report.

LISTING ON STOCK EXCHANGES

The Equity Shares of the Company continue to be listed on The Bombay Stock Exchange Limited.

SUBSIDIARY COMPANIES

The Audited Statements of Accounts of NDA Share Brokers Limited and NDA Commodity Brokers Private Limited alongwith the reports of Directors and Auditors for the year ended 31st March, 2014 and the statement as required under Section 212 of the Companies Act, 1956 are attached.

NDA Share Brokers Ltd. is a Member of the Delhi Stock Exchange Association Limited. The DSE has had no business for the last few years. The Company incurred a loss of Rs. 3,522,795/- during the year due to writing-off of bad debts.

NDA Commodity Brokers Pvt. Ltd. has incurred a loss of Rs. 43,33,587/- during the year.

CONSOLIDATED FINANCIAL STATEMENTS

As required under clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, Audited consolidated financial statements form part of Annual Report.

AUDITORS

As per the requirements of the Companies Act, 2013, the auditors, M/s Gupta Rustagi & Aggarwal retire at the conclusion of the 22nd Annual General Meeting. M/s Gupta Rustagi & Aggarwal being eligible, offers themselves for re-appointment and are proposed to be re-appointed from the conclusion of forthcoming Annual General Meeting till the conclusion of the 25th Annual General Meeting.

AUDITORS'' REPORT

The Auditors Report read together with the Notes to Accounts is self explanatory and do not call for any further explanations under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

No employee is covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

OTHER PARTICULARS

The provisions relating to the conservation of energy and technology absorption as required to be disclosed by section 217(1)(e) of the Companies Act, 1956 do not apply to the Company. The Company had no foreign Exchange earning / outgo during the year under review.

FIXED DEPOSITS

The company has neither accepted fresh Fixed Deposit nor renewed any Fixed Deposit during the year ended 31.03.2014.

CASH FLOW ANALYSIS

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2014 is annexed hereto.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation and support extended by the Company''s Bankers, Stock Exchanges, other Regulatory Bodies, Share Holders & members of the staff at all levels.

For and on behalf of the Board

Sd/- Sd/- Date: 12.08.2014 SANJAY AGARWAL DEEPTI AGARWAL Place: New Delhi MANAGING DIRECTOR WHOLETIME DIRECTOR

 
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