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Directors Report of Shardul Securities Ltd.

Mar 31, 2016

To,

The Members of Shardul Securities Ltd.

The Directors are pleased to present the Thirty-First Annual Report and the Audited Accounts for the year ended March 31, 2016.

1. Financial Results: -

(Rs. in lacs)

2015-2016

2014-2015

Profit/(Loss) before Depreciation

545.85

1149.68

Less: Depreciation

41.57

48.16

Profit/(Loss) before Taxation

504.28

1101.52

Less: Tax Expenses

Provision for tax

17.00

195.00

Current tax expense relating to prior years

0.75

-

Deferred Tax Liability/(Asset)

1.81

(11.03)

Profit / (Loss) after Taxation

484.72

917.55

Surplus/(Deficit) brought forward from previous years

3917.47

3382.47

4402.19

4300.02

Appropriations:

Statutory Reserve Fund as per RBI Guidelines

96.94

183.51

Proposed Dividend (including dividend tax) on Equity Shares

126.36

168.49

Adjustment relating to Fixed Assets

-

30.55

Balance carried to Balance Sheet

4178.89

3917.47

4402.19

4300.02

2. Dividend:

Your Directors had declared interim dividend of Rs. 0.60 per Equity Share on 1,74,98,433 equity shares of Rs.10 each at their Board Meeting held on 11th March 2016 for year ending 31st March 2016 . With a view to conserve the financial resources of the company, your Directors have not recommended any Final dividend for year ending 31st March 2016.

3. Transfer to Reserves:-

As per requirement of RBI regulations, the Company has transferred the Statutory Reserve of Rs. 96.94 Lacs in Financial Year ended March 31, 2016.

4. Management Discussions and Analysis Report:-

(i) Financial Performance:

Your Company has posted a net profit of Rs. 484.72 lakhs as against a net profit of Rs. 917.55 lakhs during the previous year. An extraordinary income during the last year contributed to an increased levels of profit during the last year.

(ii) Industry Structure and developments:

The on-going global depression has continued to affect the economies all around the world as a result of which India also has suffered economically in many sectors like Steel, Cement, Consumer Goods and other services. Notwithstanding the efforts of the Government to gear up the economy, the off take has been low resulting in lower turnover and profits during the year under report. The huge losses provided for by the public sector banks would be an indication of depleted economic activities in many sectors of our economy. The brighter side of the picture however is the increase in the foreign exchange reserves that has crossed 360 billion dollars and relative stability of the Indian currency.

The Stock Exchange markets witnessed lower volumes and high volatility with index falling considerably depriving trading opportunities and profitability.

The drought conditions that prevailed during the year under report also affected the agricultural income and the consequent output levels causing inflationary trends and as a result, the interest level in general was also not lowered by the Banks to the expected levels to give a boost to the industrial activities.

However, during the ensuing year the monsoon is expected to be better, economic activities are likely to pick up and the global economy also might perform better which provides hopes for better performance.

(iii) Business Review:

Despite a general economic depression, your Company did well to maintain the average levels of income and profitability. The company however looks forward for better performance during the current year for various reasons stated above.

(iv) Opportunities and Threats:

The GDP is expected to grow around 7.6% in the coming year. The Government has taken many steps to hasten economic reforms, especially in the telecommunication, defense, and agricultural sector besides launching an aggressive campaign on ''Make In India'' programme to encourage industrial activities on a larger scale. The foreign exchange reserves have already exceeded 360 Billion Dollars and if the Government is able to bring about changes in the GST Act and also tax reforms, it will boost more Foreign Direct Investments in many of the sectors. These steps would help to improve the economic activities manifolds resulting in a more vibrant capital market.

(v) Segment-wise - Product-wise reporting:

Your company is mainly engaged in the business of investment and broking activities and all other activities revolve around the same and as such there are no separate reportable segments.

(vi) Outlook:

With positive developments stated as above, your company anticipates the market conditions to improve and achieve a better growth in the coming years. Your company always looks for opportunities to exploit any advantages the market would offer to improve the shareholders'' wealth.

(vii) Risks, Concerns and its Management:

Your company''s activities which are essentially in the capital market segments. The Risk perception of our activity could be discerned as under:

Market Risk: Your Company''s major investments are mostly in Capital market Instruments like Shares, Mutual funds and Bonds and any volatility could erode the capital value of the investments. No doubt, your Company would keep a close vigil on movement of prices and take appropriate steps to minimize this risk.

Interest risk: The changes in interest rates by RBI and Banks could result in fluctuations in prices and consequently the income of various investments and borrowings by the company. Your company has put in measures to hedge this risk but this cannot be eliminated totally.

Operation Risk: The stock market operations are fraught with certain risks associated with market judgments by operational executives and their decision making process based on certain perceptions prevailing at any given time and these could change suddenly resulting in unexpected adverse positions. As the operations are human dependent, the error factor is always inbuilt in this activity. Some of the risks could be wrong data input, deviations from the rules of SEBI or Exchange due to oversight, lack of coordination amongst the dealing and back office, administrative delays in adhering to schedules etc. This is not exhaustive and your company strives to minimize this type of risk through adequate training and motivation periodically.

(viii) Internal Control Systems and their Adequacy:

Your company has in place adequate interest control measures. There is continuous monitoring of all the activities and necessary creative measures are taken periodically to manage any unforeseen risk factors.

(ix) Human Resources:

Your company has adequate trained professionals to manage the affairs of the company in the most prudent manner.

5. Subsidiaries:-

Shriyam Broking Intermediary Limited, a wholly owned subsidiary of the company has started its operations again and will be achieving full scale operations during the current year. In view of the earlier cooling period the activities of the broking company was at a low level and hence the results were not comparable to the previous years.

6. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year:-

During the year under review no company has ceased to be its subsidiaries, joint ventures or associate companies.

7. Directors:-

In accordance with Articles 155 of the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. R. Sundaresan (holding Din No. 00029840), director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

At a board meeting held on 04.02.2016 the board had appointed Mr. Yogendra Chaturvedi, (holding DIN: 00013613) as an Additional Executive Director and Mr. Devesh Vasavada (holding DIN: 00273128), as an Additional Independent Director and would vacate her office at the ensuing Annual General Meeting of the Company and is eligible for re-appointment at the ensuing Annual General Meeting of the Company

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors recommend their appointment / re-appointment.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Report of Corporate Governance forming part of the Annual Report.

At the 30th Annual General Meeting of the company held on 11th September 2015, Mr. R. Sundaresan (holding Din: 00029840) was re-appointment as Whole-time Director of the Company for a period of three years with effect from 16th June 2015 and Ms Monika Agarwal, Company Secretary (Din: 07100711) who was appointed as an Additional Executive Director, was re-appointed as Executive Director.

Mr Devesh Chaturvedi, and Mr Gyandeo Chaturvedi have resigned from Board of Directors of the company with effect from February 05, 2016. Mr Bhupendra Shroff and Mr Naveen Chaturvedi also resigned from Board of Directors of the company with effect from May 26, 2016. The Directors place on record their appreciation of the valuable advice and guidance given by them while they were Directors of the Company.

All independent directors have given declaration that they meet the criteria of independence as laid under section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. Appointments/Resignations of the Key Managerial Personnel:-

Mr. Yogendra Chaturvedi was appointed as Executive Director and CEO of the Company with effect from 5th February 2016 in place of Mr. R. Sundaresan who has resigned as CEO of the Company.

9. Board Evaluation-

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. Remuneration Policy:-

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

11. Number of Meetings of the Board:-

Five Meetings of the Board of Directors were held during the year and the details of such meetings forms part of the Corporate Governance Report.

12. Audit Committee:-

The Audit Committee as on 31st March 2016 comprises of Independent Directors namely Mr. Devesh Vasavada (Chairman), Mr. Kantilal Shah, Mr Bhupendra Shroff and Mr. Yogendra Chaturvedi (Executive Director) as other members. Due to Resignation of Mr Bhupendra Shroff w-e-f 26th May 2016, Mr Charul Abuwala, independent director was appointed as Audit Committee member at the board meeting held on 27th May 2016. All the recommendations made by the Audit Committee were accepted by the Board.

13. Corporate Social Responsibility Committee:-

Corporate Social Responsibility Committee on 31st March 2016 comprises of Mr. Devesh Vasavada (Chairman), Mr R Sundaresan and Mr Naveen Chaturvedi as other members.

Due to Resignation of Mr Naveen Chaturvedi w-e-f 26th May 2016, Mr Yogendra Chaturvedi, Executive director was appointed as Corporate Social Responsibility Committee member at the board meeting held on 27th May 2016.

14. Extract of Annual Return:-

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92 of the Companies Act 2013, is included in this Report as Annexure -I and forms as integral part of this Report.

15. Taxation:-

In opinion of Directors, the provision for Income Tax is made as per the provisions of the Income Tax Act, 1961.

16. Cash flow:-

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Cash Flow Statement is appended with this report

17. Directors'' Responsibility Statement:-

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

a) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

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

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

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

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

18. Statutory Auditors and Auditors'' Report:-

The Company''s Auditors, M/s Rajen Damani & Associates, Chartered Accountants, hold office up to the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The notes to the Financial Statement referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

19. Secretarial Audit:-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Dhirendra Maurya & Associates, Company Secretary in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is included in Annexure -II and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

20. Internal Audit:-

The Company internal control system is commensurate with its size, scale and complexities of the operations. The internal audit is entrusted to M/s. Sandeep R. Maheshwari and Co., Chartered Accountants formerly known as R. Jaitlia & Co. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.

21. Significant and material orders passed by the regulators or courts:-

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

22. Corporate Governance:-

Report on Corporate Governance stipulated under Regulation 34(3) and Regulation 53(f) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchange form part of this annual report. A certificate from the auditors of the Company M/s Rajen Damani & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under aforesaid regulation is annexed to and forms part of this Report.

23. Consolidated Accounts:-

In accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India, Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.

24. Particulars of loans, guarantees or investments by the Company:-

Details of Loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

25. Related Party Transactions:-

There were no materially significant related party transactions, which could have had a potential conflict with the interests of the Company.

As required under Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company and Weblink of the same is: http://www.shardulsecurities.com/related%20party%20transaction%20policy.pdf

26. Whistle blower policy and vigil mechanism:-

The Company has established a whistle blower policy and vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct policy. The mechanism provides for adequate safeguards against victimization of directors and employees. None of the personnel have been denied access to the Audit Committee of the Board. The details of Whistle Blower Policy are available on the website of the Company www.shardulsecurities.com

27. Corporate Social Responsibility Committee:-

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules

2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure III.

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

The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

29. Other Statutory information:-

a. Particulars of Employees:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary and the same will be furnished on request

b. Conservation of Energy, Technology Absorption and foreign Exchange earnings and outgo:

(i) Provisions pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

(ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.

c. Deposits:

i) There are no deposits covered under Chapter V of the Act, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company does neither hold any Public Deposits nor is accepting any deposits.

ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.

30. CEO/CFO Certification:-

The Chief Executive Officer and Chief Financial Officer have issued a certificate pursuant to the provisions SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company''s affairs. The said certificate is annexed and forms part of the Annual Report.

31. Acknowledgment: -

Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.

For and on behalf of Board

Place : Mumbai R Sundaresan Monika Agarwal

Dated : 22nd May 2015 Executive Director Executive Director & Company Secretary

Regd. Office:

G-12, Tulsiani Chambers 212,

Nariman Point

Mumbai 400 021.


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirtieth Annual Report and the Audited Accounts for the year ended March 31, 2015.

1. Financial Results: - (Rs. in lacs)

2014-2015 2013-2014

Profit/(Loss) before Depreciation 1149.68 476.33

less: Depreciation 48.16 44.05

Profit/(Loss) before Taxation 1101.52 432.28

less: Tax Expenses

Provision for tax 195.00 75.00

Current tax expense relating to - (3.32) prior years

Deferred Tax Liability/(Asset) (11.03) (7.39)

Profit / (Loss) after Taxation 917.55 367.99

Surplus/(Deficit) brought forward 3382.47 3231.39 from previous years 4300.02 3599.38

Appropriations:

Statutory Reserve Fund as per 183.51 73.60 RBI Guidelines

Proposed Dividend (including 168.49 143.31 dividend tax) on Equity Shares

Adjustment relating to Fixed Assets 30.55 -

Balance carried to Balance Sheet 3917.47 3382.47

4300.02 3599.38

2. dividend:

Your Directors recommend a dividend of Rs. 0.80 per Equity Share on 1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 168.49 Lacs (including dividend tax) for the financial year ended 31st March 2015 which if approved at the ensuing Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 4th September 2015 and (ii) to those whose names as beneficial owners are furnished by the National Securities Depositories Ltd., and Central Depositories Service (India) Ltd.

3. Transfer to Reserves

As per requirement of RBI regulations, the Company has transferred Statutory Reserve of Rs.183.51 Lacs during Financial Year ended March 31, 2015.

5. Subsidiary:

Shriyam Broking Intermediary Limited, a wholly owned subsidiary of the company posted improved results as compared to the previous year. If favorable market condition persists this year also then we are hopeful for even better performance in our subsidiary company.

6. Names of Companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year

During the year under review Antique Finance Private Limited has ceased to be an Associate Company on partial disinvestment of the holding from 30.03.2015

7. Directors: -

In accordance with Articles 155 of the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Naveen Chaturvedi (holding Din No. 00004745), director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

The present term of office of Mr. R. Sundaresan (holding Din No. 00029840), Whole-time Director expires on 15th June 2015. Your Directors approved his re-appointment as Whole-time Director of the Company for a period of three years with effect from 16th June 2015, subject to the approval of shareholders of the Company at the Annual General Meeting

At a board meeting held on 11.02.2015 the board had appointed Ms. Monika Agarwal, Company Secretary (holding Din No. 07100711) as an Additional Executive Women Director, who is liable to retire by rotation and would vacate her office at the ensuing Annual General Meeting of the Company and is eligible for re-appointment at the ensuing Annual General Meeting of the Company

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors recommend their appointment / re-appointment.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Report of Corporate Governance forming part of the Annual Report

At the 29th Annual General Meeting of the company held on 5th September, 2014 the company had the existing independent directors Mr. Kantilal Shah (holding DIN 00221939), Mr. Gyandeo Chaturvedi (holding DIN 00004831), Mr. Bhupendra Shroff_(holding DIN 00004596) and Mr. Charul Abuwala (holding DIN 00071142) appointed as a independent directors under the companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 34th Annual General Meeting.

All independent directors have given declaration that they meet the criteria of independence as laid under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

8. Appointments/Resignations of the Key Managerial Personnel

Mr. R. Sundaresan, Whole Time Director & CEO; Mr. Saurabh Chaturvedi, Chief Financial Officer and Ms. Monika Agarwal as Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and were already in office before the commencement of the Companies Act, 2013.

None of the Key Managerial Personnel has resigned or appointed during the year under review except Ms. Monika Agarwal, Company Secretary who was also appointed as additional Executive Director.

9. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. Remuneration Policy

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

11. Number of Meetings of the Board

Four Meetings of the Board of Directors were held during the year. The details of such meetings forms part of the Corporate Governance Report.

12. Audit Committee

The Audit Committee comprises of Independent Directors namely Mr Gyandeo Chaturvedi (Chairman), Mr. Kantilal Shah, Mr Bhupendra Shroff and Mr R Sundaresan (Executive Director) as other members. All the recommendation made by the Audit Committee were accepted by the Board.

13. Corporate Social Responsibility Committee

Corporate Social Responsibility Committee comprises of Mr. Gyandeo Chaturvedi (Chairman), Mr R Sundaresan and Mr Naveen Chaturvedi as other members.

14. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92 of the Companies Act 2013, is included in this Report as Annexure -I and forms as integral part of this Report

15. Taxation: -

In opinion of Directors, the provision for Income Tax is made as per the provisions of Income Tax Act, 1961.

16. Cashflow :-

As required by Clause 37 of the Listing Agreement, a Cash Flow Statement is appended with this report.

17. Directors' Responsibility Statement: -

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

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

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

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

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

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

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

18. Statutory Auditors and Auditors' Report: -

The Company's Auditors, M/s Rajen Damani & Associates, Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting and eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The notes to the Financial Statement referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

19. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Dhirendra Maurya & Associates, Company Secretary in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is included in Annexure -II and forms an integral part of this Report.

There is no secretarial audit qualification for the year under review.

20. Internal Audit

The Company internal control system is commensurate with its size, scale and complexities of the operations. The internal audit is entrusted to M/s R. Jaitlia & Co Chartered Accountants. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken.

21. Significant and material orders passed by the regulators or courts

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

22. Corporate Governance: -

Report on Corporate Governance stipulated under Clause 49 of the Listing Agreement with Stock Exchange form part of this annual report. A certificate from the auditors of the Company M/s Rajen Damani & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under aforesaid clause 49 is annexed to and forms part of this Report.

23. Consolidated Accounts: -

In accordance with the requirements of Listing Agreement and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India, Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.

24. Particulars of loans, guarantees or investments by the Company -

Details of Loans, guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

25. Related Party Transactions:

There were no materially significant related party transactions, which could have had a potential conflict with the interests of the Company. Transactions with parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-III.

As required under Clause 49, the Company has formulated policy on dealing with Related Party Transactions. The Policy is available on the website of the Company and Weblink of same is: http://www.shardulsecurities.com/related%20partY%20transaction% 20policv.pdf

26. Whistle blower policy and vigil mechanism:

The Company has established a whistle blower policy and vigil mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct policy The mechanism provides for adequate safeguards against victimization of directors and employees. None of the personnel have been denied access to the Audit Committee of the Board. The details of Whistle Blower Policy are available on the website of the Company www.shardulsecurities.com

27. Corporate Social Responsibility Committee

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure IV.

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

The Company has in place a requisite policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

29. Other Statutory information: -

a. Particulars of Employees: -

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary and the same will be furnished on request

b. Conservation of Energy, Technology Absorption and foreign Exchange earnings and outgo

(i) Provisions pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

(ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.

c. Deposits: -

i) There are no deposits covered under Chapter V of the Act, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company does neither hold any Public Deposits nor is accepting any deposits.

ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.

30. CEO/CFO Certification:-

The Chief Executive Officer and Chief Financial Officer have issued a certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate is annexed and forms part of the Annual Report.

31. Acknowledgment: -

Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.

For and on behalf of Board

Place : Mumbai R Sundaresan Monika agarwal dated : 22nd May 2015 Executive Director Executive Director & Company Secretary

Regd. Office:

G-12, Tulsiani Chambers 212, Nariman Point Mumbai 400 021.


Mar 31, 2014

The Members of

Shardul Securities Ltd.

The Directors are pleased to present the Twenty Ninth Annual Report and the Audited Accounts for the year ended March 31, 2014.

1. Financial Results: - (Rs. in lacs)

2013-2014 2012-2013

Profit/(Loss) before Depreciation 388.23 344.01

Less: Depreciation 44.05 44.97

Profit/(Loss) before Taxation 432.28 299.04

Less: Tax Expenses

Provision for tax 75.00 45.00

Current tax expense relating to prior years (3.32) -

Deferred Tax Liability/(Asset) (7.39) (11.71)

Profit/(Loss) after Taxation 367.99 265.75

Surplus/(Deficit) brought forward from previous years 3231.39 3140.81

3599.38 3406.56 Appropriations:

Statutory Reserve Fund as per RBI Guidelines 73.60 53.15

Proposed Dividend (including dividend tax) on Equity Shares 143.31 122.02

Balance carried to Balance Sheet 3382.47 3231.39

3599.38 3406.56

2. Dividend:

Your Directors recommend a dividend of Rupees 0.70 per Equity Share on 1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 143.31 Lacs (including dividend tax) for the financial year ended 31st March 2014 which if approved at the ensuing Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 29th August 2014 and (ii) to those whose names as beneficial owners are furnished by the National Securities Depositories Ltd., and Central Depositories Service (India) Ltd.

3. Management Discussions and Analysis Report:

(i) Financial Performance:

Your Company has posted a net profit of Rs.367.99 lakhs after tax as against net profit of Rs.265.75 lakhs posted during the previous year. The increase in the profit level is due to favourable market condition prevailed during the year.

(ii) Trend in Global and Indian Economy & Financial Markets:

The economy continued to witness a tardy growth for most part of the year under report and the GDP was pegged below 5% despite certain emergent measures initiated by the Govt. The negative outlook due to deficiency in decision making process left the overall economy high and dry and the inflation was hovering anywhere between 8 and 9 percent. During the last quarter of the year however a sudden spurt in economic activities was seen in anticipation of a change in the incumbency of the Govt post General Elections. The continued pressure on Current account deficit had forced the Govt and RBI to keep the interest rates high, curb imports of yellow metal and take a cautious stance on Govt Expenditure affecting investments and Capital expenditure. The major segments to suffer were the Industry, Agriculture and exports.

As a consequence of the negative sentiments, the capital markets too showed a sluggish trend though this was reversed partially during the last quarter of the year. The market showed a sudden upsurge and the valuations started moving up fairly briskly bringing cheers all around.

Post Elections, the markets witnessed a huge upswing and the general upbeat mood appears to augur well during the ensuing year, (iii) Business Review:

Notwithstanding the slowdown in growth parameters, your company could improve its performance due to the positive changes in the last quarter of the year. As a result, the profitability improved and your company could show better results than anticipated at the end of the year. Your associate company, Antique Finance Pvt. Ltd. also managed better results during the year under report, (iv) Opportunities and Threats:

With the change in the Government at the centre there is abundant optimism with regard to the GDP growth which is projected at more than 6% for the ensuing year and the corporate results are also expected to be far better than the previous years. There is also an euphoria in the capital market segment in anticipation of more liberal economic reforms, higher foreign investments and overall thrust for the growth of industry, agriculture, infrastructure and power. The coming years therefore appear to be very positive that could speed up the overall economic growth of the country.

(v) Segment-wise – Product-wise reporting:

Your company is mainly engaged in the business of investment activities and all other activities are revolving around the main activity and as such there are no separate reportable segments. (vi) Outlook:

With positive developments visible after the new government has taken over, your company anticipates the overall market conditions to improve providing adequate opportunities to achieve higher levels of growth in the coming years. Your company will take advantage of the potential conditions to improve the shareholders wealth in the best possible manner. (vii) risks and Concerns:

Your company''s activities which are essentially in the capital market segments is fraught with inherent risk and any adverse trend in the global economy could result in signifcant changes in the fortunes of your company. Your company will however exercise due caution and care to ensure that all these concerns are addressed while taking investment decisions from time to time. (viii) Internal Control Systems and their adequacy:

Your company has in place adequate interest control measures. The requisite Management Information System is already in place to take corrective measures when required.

(ix) human resources:

Your company has adequate trained professionals to manage the affairs of the company in the most prudent manner.

4. Subsidiary:

Ministry of Corporate Affairs, Government of India, vide Circular No:5/12/2007-CL-III dated 8th February 2011 has granted exemption that the requirement to attach various documents in respect of subsidiary company, as set out in sub-section (1) of the Section 212 of the Companies Act, 1956, shall not apply to the Company provided certain conditions as mentioned in the circular is fulflled. Accordingly, the Balance Sheet, Statement of profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary company, as required by the said circular is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary ccompany and the related detailed information to any member of the Company who may be interested in obtaining the same on any working day except Saturday and Sunday between 11 a.m. to 2 p.m. The annual accounts of subsidiary company will also be kept open for inspection by any investor at the registered offce of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include fnancial results of its subsidiary company and associate company.

Shriyam Broking Intermediary Limited, a subsidiary of the company posted improved results as compared to the previous year. However, as the operations in the subsidiary company are limited in view of our broking business being concentrated in Antique Broking, we do not anticipate in higher volume of growth in this segment.

5. directors: -

In accordance with Articles 155 of the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. Naveen Chaturvedi, director is liable to retire by rotation at the ensuing AGM and is eligible for reappointment.

Mr. K. M. Shah, Mr. Gyandeo Chaturvedi, Mr. B. K. Shroff and Mr. Charul Abuwala, directors of the Company, are being appointed as independent directors for five years for a term up to the conclusion of the 34th Annual General Meeting of the Company in the calendar year 2019 as per provisions of Section 149 and other applicable provisions of the Companies Act 2013. Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Your directors recommend their appointment / re-appointment.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specifc functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Report of Corporate Governance forming part of the Annual Report.

6. Taxation: -

In opinion of Directors, the provision for Income Tax is made as per the provisions of Income Tax Act, 1961.

7. Cashfow :- As required by Clause 37 of the Listing Agreement, a Cash Flow Statement is appended with this report.

8. directors'' responsibility Statement: -

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement,

it is hereby confrmed: -

(i) That in the preparation of the accounts for the fnancial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the profit of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

9. Auditors and Auditors'' Report:

The Company''s Auditors, M/s Rajen Damani & Associates., Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the letter from them pursuant to section 224(1-B) ofthe Companies Act, 1956, confirming their eligibility for re-appointment as Auditors ofthe Company.

The notes to the Financial Statement referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

10. Corporate Governance: -

Report on Corporate Governance stipulated under Clause 49 ofthe Listing Agreement with Stock Exchange form part of this annual report. A certificate from the auditors ofthe Company M/s Rajen Damani & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under aforesaid clause 49 is annexed to and forms part of this Report.

11. Consolidated Accounts:-

In accordance with the requirements of Listing Agreement and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India, Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.

12. Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) ofthe Companies Act, 1956 the declared dividends and interest on debentures which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C ofthe said Act.

13. Statutory information: -

a. Personnel: -

Details of remuneration paid to employees as required by Section 217(2A) ofthe Companies Act, 1956, is not applicable to the Company as none ofthe employees is paid remuneration as stipulated in that Section.

b. Particulars required to be furnished by the Companies (Disclosure of particulars to the Report of Board of Directors) Rules, 1988.

(i) PartA& B pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

(ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.

c. Deposits: -

i) There are no deposits, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company does neither hold any Public Deposits nor is accepting any deposits.

ii) The Company has complied with various requirements in terms ofthe capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.

14. Acknowledgment: -

Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.

By Order of the Board of Directors Place: Mumbai R Sundaresan Naveen Chaturvedi

Date: 29th May 2014 Executive Director Director

Regd. Office:

G-12, Tulsiani Chambers

212, Nariman Point

Mumbai 400 021.


Mar 31, 2013

To, The Members of Shardul Securities Ltd.

The Directors are pleased to present the Twenty Eight Annual Report and the Audited Accounts for the year ended March 31, 2013.

(Rs. in lacs)

1. Financial Results :- 2012-2013 2011-2012

Profit/(Loss) before Depreciation 344.01 466.05

Less: Depreciation 4 4.97 46.16

_________ ________ Profit / (Loss) before Taxation 299.04 419.89

Less: Tax Expenses

Provision for tax 45.00 80.00 Deferred Ta x Liability/(Asset) (11.71) 0.65

________ _______

Profit / (Loss) after Taxation 265.75 339.24

Surplus/(Deficit) brought forward from previous years 3140.81 2991.44

________ _______

3406.56 3330.68

________ _______ Appropriations:

Statutory Reserve Fund as per 53.15 67.85

RBI Guidelines

Proposed Dividend (including dividend tax) on Equity Shares 122.02 122.02

Balance carried to Balance Sheet 3231.40 3140.81

________ _______

3406.57 3330.68

________ _______

2. Dividend:

Your Directors recommend a dividend of Rupees 0.60 per Equity Shares on 1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 122.02 Lacs (including dividend tax) for the financial year ended 31st March 2013 which if approved at the ensuing Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 12th September 2013 and (ii) to those whose names as beneficial owners are furnished by the National Securities Depositories Ltd., and Central Depositories Service (India) Ltd.

3. Subsidiaries:

Ministry of Corporate Affairs, Government of India, vide Circular No: 5/12/2007-CL-III dated 8th February 2011 has granted exemption that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of the Section 212 of the Companies Act 1956, shall not apply to the Company provided certain conditions as mentioned in the circular is fulfilled. Accordingly, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said circular is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same on any working day except Saturday and Sunday between 11 a.m to 2 p.m. The annual accounts of subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies and associate companies.

Shriyam Broking Intermediary Limited, a subsidiary of the company posted marginally improved results as compared to the previous year. This is despite high volatility in the capital market that led to low brokerage volumes. However, in the later part of the year with the increased activities in the institutional and retail segment, your subsidiary was able to turn the corner and posted a net profit of Rs.8.18 lakhs as against the loss of Rs.20.15 lakhs during the previous year

During the year under review your company sold its entire investment of 5,00,000 fully paid of equity shares of Rs 10/- each held at par in its wholly owned subsidiary named Shardul Energy Limited and consequently the mentioned subsidiary has ceased to be wholly owned subsidiary of the Company with effect from 23rd November 2012.

5. Directors :-

In terms of Article 155 of the Articles of Association of the Company, Mr. Bhupendra Shroff and Mr. Naveen Chaturvedi, Directors retire by rotation and being eligible offer themselves for re-appointment at the Annual General Meeting.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Report of Corporate Governance forming part of the Annual Report.

6. Taxation :-

In opinion of Directors, the provision for Income Tax is made as per the provisions of Income Tax Act, 1961.

7. Cashflow :-

As required by Clause 37 of the Listing Agreement, a Cash Flow Statement is appended with this report.

8. Directors'' Responsibility Statement :-

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :-

(i) That in the preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

9 Auditors and Auditors'' Report :- The Company''s Auditors, M/s Rajen Damani & Associates., Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the letter from them pursuant to section 224(1-B) of the Companies Act, 1956, confirming their eligibility for re- appointment as Auditors of the Company.

The notes to the Financial Statement referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for any further comments.

10. Corporate Governance :- Report on Corporate Governance stipulated under Clause 49 of the Listing Agreement with Stock Exchange form part of this annual report. A certificate from the auditors of the Company M/s Rajen Damani & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under aforesaid clause 49 is annexed to and forms part of this Report.

11. Consolidated Accounts :-

In accordance with the requirements of Listing Agreement and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India, Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.

12. Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956 the declared dividends and interest on debentures which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

13. Statutory information :- a. Personnel :- Details of remuneration paid to employees as required by Section 217(2A) of the Companies Act, 1956, is not applicable to the Company as none of the employees is paid remuneration as stipulated in that Section.

b. Particulars required to be furnished by the Companies (Disclosure of particulars to the Report of Board of Directors) Rules, 1988.

(i) Part A & B pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

(ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.

c. Deposits :- i) There are no deposits, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company does neither hold any Public Deposits nor is accepting any deposits.

ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non- Banking Financial Companies.

14. Acknowledgment: -

Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.



For and on behalf of Board

Place: Mumbai R. Sundaresan Naveen Chaturvedi

Dated: 28th May 2013 Executive Director Director



Regd. Office: G-12, Tulsiani Chambers

212, Nariman Point,

Mumbai 400 021.


Mar 31, 2012

To,The Members of Shardul Securities Ltd.

The Directors are pleased to present the Twenty Seventh Annual Report and the Audited Accounts for the year ended March 31, 2012.

1. Financial Results: -

(Rs. in lacs)

2011-2012 2010-2011

Profit/(Loss) before Depreciation 466.05 574.32

Less: Depreciation 46.16 44.05

Profit/(Loss) before Taxation 419.89 530.27

Less: Provision for taxation

Current 80.00 105.00

Deferred 0.65 (7.81)

Taxation adjustment of previous years (Net) _ 4.86

Profit / (Loss) after Taxation 339.24 428.22

Add: Prior Year Adjustments _ _

Profit/ (Loss) after Prior Period Adjustments 339.24 428.22

Surplus / (Deficit) brought forward from previous years 2991.44 2904.72

3330.68 3332.94

Appropriations:

Statutory Reserve Fund as per RBI Guideline 67.85 85.64

Proposed Dividend (including dividend tax) on Equity Shares 122.02 244.86

Transferred to General Reserve _ 11.00

Balance carried to Balance Sheet 3140.81 2991.44

3330.68 3332.94

2. Dividend:

Your Directors recommend a dividend of Rupees 0.60 per Equity Shares on 1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 122.02 Lacs (including dividend tax) for the financial year ended 31st March 2012 which if approved at the ensuing Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 21st September 2012 and (ii) to those whose names as beneficial owners are furnished by the National Securities Depositories Ltd., and Central Depositories Service (India) Ltd.

4 Subsidiaries:

Ministry of Corporate Affairs, Government of India, vide Circular No: 5/12/2007-CL-III dated 8th February 2011 has granted exemption that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of the Section 212 of the Companies Act 1956, shall not apply to the Company provided certain conditions as mentioned in the circular is fulfilled. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said circular is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same on any working day except Saturday and Sunday between 11 a.m to 2 p.m. The annual accounts of subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies and associate companies.

Shriyam Broking Intermediary Limited, a subsidiary of the company posted a much lower operational results as compared to the previous year due to extreme volatility in the capital market segments. The opportunities for achieving the desired results were limited by external factors and hence, there was considerable slowdown contributing to current year's loss of Rs 20.15 Lacs as compared to the previous year's profit of Rs 41.09 Lacs. The other subsidiary, Shardul Energy Limited has yet to make the desired progress due to adverse situation prevailing in the economy and steps would be taken to explore opportunities in power sector and any progress in future will be informed to the shareholders in due course.

5 Directors: -

Your directors regret to report the sad demise of Dr V.C Shah, Director ofthe company on 13.12.2011. He had been associated with the Company since 06.04.1993. The Board of Directors record their appreciation of the invaluable services and helpful guidance and support given by late Dr. V.C Shah during his tenure with your Company as a member of the Board.

In terms of Article 155 of the Articles of Association of the Company, Mr. K.M Shah and Mr.Charul Abuwala, Directors retire by rotation and being eligible offer themselves for re- appointment at the Annual General Meeting.

The present term of office of Mr. R. Sundaresan, Whole-time Director expires on 15th June 2012. Your Directors approved his re-appointment as Whole-time Director of the Company for a period of three years with effect from 16th June 2012, subject to the approval of shareholders of the Company at the Annual General Meeting

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Report of Corporate Governance forming part of the Annual Report.

6 Taxation: -

In opinion of Directors, the provision for Income Tax is made as per the provisions of Income Tax Act, 1961.

7 Cashflow :-

As required by Clause 37 of the Listing Agreement, a Cash Flow Statement is appended with this report.

8 Directors' Responsibility Statement: -

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed: -

(i) That in the preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

9 Auditors and Auditors' Report: -

The Company's Auditors, M/s Rajen Damani & Associates., Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the letter from them pursuant to section 224(1-B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

The notes to the Financial Statement referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

10.Corporate Governance: -

Report on Corporate Governance stipulated under Clause 49 of the Listing Agreement with Stock Exchange form part of this annual report. A certificate from the auditors of the Company M/s Rajen Damani & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under aforesaid clause 49 is annexed to and forms part of this Report.

11.Consolidated Accounts: -

In accordance with the requirements of Listing Agreement and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India, Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.

12. Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956 the declared dividends and interest on debentures which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C ofthe said Act.

13.Statutory information: -

a. Personnel: -

Details of remuneration paid to employees as required by Section 217(2A) of the Companies Act, 1956, is not applicable to the Company as none of the employees is paid remuneration as stipulated in that Section.

b. Particulars required to be furnished by the Companies (Disclosure of particulars to the Report of Board of Directors) Rules, 1988.

(i) Part A & B pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

(ii) The Company has neither earned nor spent any amount by way of Foreign Exchange.

c. Deposits: -

i) There are no deposits, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company does neither hold any Public Deposits nor is accepting any deposits.

ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.

14.Acknowledgment: -

Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.

For and on behalf of Board

R Sundaresan Naveen Chaturvedi

Executive Director Director

Place : Mumbai

Dated : 21st May 2012

Regd. Office:

G-12, Tulsiani Chambers, 212, Nariman Point, Mumbai 400 021.


Mar 31, 2011

The Members of

Shardul Securities Ltd.

The Directors are pleased to present the Twenty Sixth Annual Report and the Audited Accounts for the year ended March 31, 2011.

1. Financial Results :-

(Rs. in lacs)

2010-2011 2009-2010

Profit / (Loss) before Depreciation 574.32 899.85

Less : Depreciation 44.05 43.89

Profit/(Loss) before Taxation 530.27 855.96

Less : Provision for taxation

Current 105.00 135.00

Deferred (7.81) (3.17)

Taxation adjustment 4.86 (63.81) of previous years (Net)

Profit / (Loss) after Taxation 428.22 787.94

Add : Prior Year Adjustments - -

Profit/ (Loss) after Prior 428.22 787.94 Period Adjustments

Surplus / (Deficit) brought 2904.72 2539.74 forward from previous years

3332.94 3327.68

Appropriations:

Statutory Reserve Fund as per 85.64 157.59

RBI Guidelines

Proposed Dividend (including 244.86 245.67

dividend tax) on Equity Shares

Transferred to General Reserve 11.00 19.70

Balance carried to Balance Sheet 2991.44 2904.72

3332.94 3327.68

2. Dividend:

Your Directors recommend a dividend of Rupees 1.20 per Equity Shares on 1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 244.86 Lacs (including dividend tax) for the financial year ended 31st March 2011 which if approved at the ensuing Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 5th September 2011 and (ii) to those whose names as beneficial owners are furnished by the National Securities Depositories Ltd., and Central Depositories Service (India) Ltd.

3. Management Discussions and analysis Report –

(i) Financial Performance:

Your Company has posted a net profit after tax of Rs.428.22 lakhs during the current year as compared to the net profit after tax of Rs.787.94 lakhs during the previous year. The drop in profit level was mainly due to volatility in the markets especially during the last 2 quarters coupled with the global uncertainties leading to the downward trend in the valuation of stocks.

(ii) Trend in Indian Economy & Financial Markets:

The uncertainties in the global market continued to haunt the financial markets all over the world. Though the Indian economy recovered during the last year, it could not sustain the same momentum during the current financial year due to variety of factors. The increasing inflation consequent to the sudden jump in the price of crude oil and industrial and agricultural inputs and the deficit governance at the Macro level in the Government levels created uncertainties especially for the foreign investors who turned cautious leading to a slowdown in fresh investments. The GDP though posted an increase in excess of 8.5% (thanks to the stimulus package) during the previous year as against the projected growth of 8% gradually came down marking slow down in the economy. Agricultural and industrial sector though maintained the previous year's levels could not keep up the momentum for a sustained growth level during the current year.

The capital market witnessed an increase in the trading volumes in the beginning of the year and gradually started sliding in terms of volumes and foreign investments resulting in lower valuations and slump in the market index. The termination of the stimulus package by the Government of India, increase in the inflation which went up by 17% leading to hike in lending rates and the inability to bring down the food inflation cumulatively contributed to uncertainties in the capital market and as a result the market witnessed a lower turnover and reduced growth during the last two quarters of the financial year.

(iii) Business Review :

As a result of the uncertainties that prevailed during the year under report, your company also could not sustain the growth momentum achieved during the previous year. Notwithstanding the same, your company yet managed to post a positive result as reflected in the financial statement for the year under report. Your associate company, Antique Finance Private Limited also managed to achieve commendable results and thus continued to maintain the positive trend in their working results.

(iv) Opportunities and Threats:

The Government of India has taken measures to reduce the food inflation on a sustained basis which appears to be yielding some results during the ensuing year although the volatility in the oil price has been a major cause of worry globally. The economic slump faced by some of the European countries coupled with political uncertainties in the neighborhood countries have created an air of uncertainty in the foreign investors who have turned cautious in their investments in the Indian capital market. However, the silver lining has been the continuing improved performance by some of the segments in the Indian corporate sector like, automobiles, banking, health care and retail distribution of goods and services that should contribute for better valuations and market capitalizations during the ensuing year also.

As stated already, the capital market activities in which your company predominantly is engaged could face aberrations depending on domestic and global trend and hence the performance of your company will be dependent on such factors in the ensuing year also.

(v) Segment-wise – Product-wise reporting:

Your company is mainly engaged in the business of investment activities and all other activities are revolving around the main activity and as such there are no separate reportable segments.

(vi) Outlook:

Your company will spare no efforts to improve the profitability and the shareholders' wealth though there is a heavy dependency on the market trend in the equity segment of the capital market. Your company expects the general market conditions to improve and would strive hard to take advantage of the situation and also when opportunities arise.

(vii) Risks and Concerns:

Your company's activities which are essentially in the capital market segments is fraught with inherent risk and the downward trend in the growth of global economy resulted in significant erosion in the value of the investment. While all efforts will be made to safeguard further erosion, your company will exercise due caution and care to ensure that all these concerns are addressed while taking future investment decisions.

(viii)Internal Control Systems and their Adequacy:

Company has in place adequate interest control measures. The requisite Management Information System is already in place to take corrective measures when required.

(ix) Human Resources:

Your company has adequate trained professionals to manage the affairs of the company in the most prudent manner.

(x) Cautionary Statement:

The Management Discussion and Analysis Report may contain certain statements that might be considered forward looking. These statements are subject to certain risk and uncertainties. Actual results may differ materially from those expressed in the statements as Government policies local political and economic development, etc.

4 Subsidiaries:

Ministry of Corporate Affairs, Government of India, vide Circular No: 5/12/2007-CL-III dated 8th February 2011 has granted exemption that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of the Section 212 of the Companies Act 1956, shall not apply to the Company provided certain conditions as mentioned in the circular is fulfilled. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said circular is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same on any working day except Saturday and Sunday between 11 a.m to 2 p.m. The annual accounts of subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies and associate companies.

Shriyam Broking Intermediary Limited, a subsidiary of the company posted modest operational results during the year under report. Growth in the brokerage income earned during the year was at Rs.168.19 lakhs as against the 162.03 lakhs during the last year. The net profit before tax was at Rs.51.57 lakhs as against Rs.66.65 lakhs achieved during the previous year. The other subsidiary, namely Shardul Commodities International Limited wound up its operations during the last year as already reported and the name of the company has since been changed to Shardul Energy Limited. This company is in the process of setting up a Power plant and will venture into energy business in future as it has bright business prospects in future. The company has plans to start a power plant in UP and the progress thereof will be kept informed to our shareholders in due course.

5 Directors :-

In terms of Article 155 of the Articles of Association of the Company, Mr. Bhupendra Shroff and Mr.Gyandeo Chaturvedi, Directors retire by rotation and being eligible offer themselves for re-appointment at the Annual General Meeting.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Report of Corporate Governance forming part of the Annual Report.

6 Taxation :-

In opinion of Directors, the provision for Income Tax is made as per the provisions of Income Tax Act, 1961.

7 Cashflow :-

As required by Clause 37 of the Listing Agreement, a Cash Flow Statement is appended with this report.

8 Directors' Responsibility Statement :- Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed: -

(i) That in the preparation of the accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a 'going concern' basis.

9 Auditors and Auditors' Report :-

The Company's Auditors, M/s Rajen Damani & Associates., Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the letter from them pursuant to section 224(1-B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

10. Corporate Governance :-

Report on Corporate Governance stipulated under Clause 49 of the Listing Agreement with Stock Exchange form part of this annual report. A certificate from the auditors of the Company M/s Rajen Damani & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under aforesaid clause 49 is annexed to and forms part of this Report.

11. Consolidated Accounts :-

In accordance with the requirements of Listing Agreement and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India, Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.

12. Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956 the declared dividends and interest on debentures which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

13. Statutory information :- a. Personnel :-

Details of remuneration paid to employees as required by Section 217(2A) of the Companies Act, 1956, is not applicable to the Company as none of the employees is paid remuneration as stipulated in that Section.

b. Particulars required to be furnished by the Companies (Disclosure of particulars to the Report of Board of Directors) Rules, 1988.

(i) Part A & B pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

(ii) The Company has not earned any Foreign Exchange. The Company has spent Rs 0.05 lacs as and by way of Foreign Exchange outflow during the year. The foreign exchange outflow is on account of subscription to bulletins/magazines undertaken to acquire and keep in touch with the latest marketing and financial strategy and different norms of finance that is part of company's research program.

c. Deposits:-

i) There are no deposits, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company does neither hold any Public Deposits nor is accepting any deposits.

ii) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.

14. Acknowledgment :-

Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.

For and on behalf of Board

R Sundaresan Naveen Chaturvedi

Executive Director Director

Place : Mumbai

Dated : 18th May 2011

Regd. Office:

G-12, Tulsiani Chambers,

212, Nariman Point,

Mumbai 400 021.


Mar 31, 2010

The Directors are pleased to present the Twenty Fifth Annual Report and the Audited Accounts for the year ended March 31, 2010.

1. Financial Results : (Rs. in lacs)

2009 - 2010 2008 - 2009

Profit/(Loss) before Depreciation 899.85 (688.09)

Less: Depreciation 43.89 41.84

Profit/(Loss) before Taxation 855.96 (729.93)

Less: Provision for taxation

Current 135.00 -

FBT - 1.48

Deferred (3.17) (1.91)

Taxation adjustment of (63.81) 1.11

previous years (Net)

Profit / (Loss) after Taxation 787.94 (730.61)

Add: Prior Year Adjustments - (1.00)

Profit/ (Loss) after Prior Period Adjustments 787.94 (731.61)

Surplus / (Deficit) brought forward from previous years 2539.74 3476.08

3327.68 2744.47

Appropriations:

Statutory Reserve Fund as per RBI

Guidelines 157.59 -

Proposed Dividend (including dividend tax) on Equity Shares 245.67 204.73

Transfer to General Reserve 19.70 -

Balance carried to Balance Sheet 2904.72 2539.74

3327.68 2744.47

2. Dividend:

Your Directors recommend a dividend of Rupees 1.20 per Equity Shares on 1,74,98,433 equity shares of Rs.10 each aggregating to Rs. 245.67 Lacs(including dividend tax) for the financial year ended 31st March, 2010 which if approved at the ensuing Annual General Meeting, will be paid to (i) all those Equity Shareholders whose names appear in the Register of Members as on 23rd August 2010 and (ii) to those whose names as beneficial owners are furnished by the National Securities Depositories Ltd., and Central Depositories Service (India) Ltd.

3. Management Discussions and analysis Report -

(i) Financial Performance:

Your company posted a net profit of Rs.787.94 lacs during the current year as compared to the losses of Rs.731.61 lacs posted during the previous year. This was due to improved and favorable market conditions that prevailed consequent to the stimulus packages announced by the Government of India and other fiscal measures initiated by the Reserve Bank of India.

(ii) Trend in Indian Economy & Financial Markets:

The global recession that set in during the previous year though continued to haunt the western countries, the Indian economy bounced back from the slump it faced during the previous year thanks to the stimulus packages and other fiscal measures initiated by the Government of India. The GDP growth that was on the downside recovered to post a moderate increase of 7.2% during the year under report and with a projected growth of 8% during the ensuing year, the Indian economy looks well poised to keep its momentum of growth. The Index of industrial production (IIP) recorded an admirable growth at an average of more than 15.5% during the last quarter of the financial year and it was also broad based with 14 out of 17 industrial groups recording accelerated growth during the year. However, the inflation has been a source of continuous concern dragging down the benefits of industrial output with the food inflation touching an all time high of 17.5% during the current year under report.

The capital market witnessed increased trading volumes throughout the year with the market index (BSE) recording a level as high as 18,000 before it retreated due to uncertainties in the European economy. With the inflow of Foreign investment gaining momentum, the foreign exchange reserves also increased considerably crossing 280 billions USD once again. However with the Government borrowings on upsurge to meet the stimulus packages, the yields on Government borrowings went up from 6.2% to 8.1% thereby the financial system witnessed an increase in the interest rates especially on commercial lending and realty sector lending. As a consequence, the trading volume in securities market during the current year also continued to show an erratic trend.

(iii) Business Review:

The stimulus packages of the Government resulting in buoyancy in the stock market enabled your company to regain the valuation of the existing stocks besides posting trading profits during the year under report. With a tighter control on administrative expenses, your company was able to reverse the negative trend during the previous year and achieve a positive result as reflected in the financial statements for the year under report.

Your company’s associate, Antique Finance Private Limited. have also achieved good results and thus maintained a positive trend in their working results.

(iv) Opportunities and Threats:

The Government of India has announced series of fiscal measures to achieve a GDP growth of 8% for the ensuing year and also reduce the inflation through appropriate monetary measures. Although the western market especially some of the European countries have been posing concern on their economic stability that could trigger a cascading effect on the global economy, the resilience of the Indian economy as seen in the past augurs well for the stability of the financial markets during the current year. The Indian corporate sector has also been showing encouraging results with better performance that should contribute for better valuations and market capitalization during the ensuing year also.

Nonetheless if past trends are any indication, the capital market activities in which your company is predominantly engaged could face aberrations depending on the global trends both economic and political as the markets are to some extent driven by investment by Foreign Institutions.

(v) Segment-wise - Product-wise reporting:

Your company is mainly engaged in the business of investment activities and all other activities are revolving around the main activity, and as such there are no separate reportable segments.

(vi) Outlook:

Your company will spare no efforts to improve the profitability and the shareholders’ wealth though there is a heavy dependency on the market trend in the equity segment of the capital market. Your company expects the general market conditions to improve and would strive hard to take advantage of the situation as and when opportunities arise.

(vii) Risks and Concerns:

Your company’s activities which are essentially in the capital market segments is fraught with inherent risk and the downward trend in the growth of global economy resulted in significant erosion in the value of the investment. While all efforts will be made to safeguard further erosion, your company will exercise due caution and care to ensure that all these concerns are addressed while taking future investment decisions.

(viii) Internal Control Systems and their Adequacy:

Company has in place adequate internal control measures. The requisite management information system is already in place to take corrective measures when required.

(ix) Human Resources:

Your company has adequate trained professionals to manage the affairs of the company in the most prudent manner.

(x) Cautionary Statement:

The Management Discussion and Analysis Report may contain certain statements that might be considered forward looking. These statements are subject to certain risk and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the Company’s operation such as Government policies, local political and economic development, etc.

4 Subsidiaries:

Ministry of Corporate Affairs, Government of India, vide order No 47/168/2010-CL-III dated March 15, 2010 has granted approval that the requirement to attach various documents in respect of subsidiary companies, as set out in sub-section (1) of the Section 212 of the Companies Act 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said order is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same on any working day except Saturday and Sunday between 11 a.m to 2 p.m. The annual accounts of subsidiary companies will also be kept open for inspection by any investor at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies and associate companies.

Shriyam Broking Intermediary Limited a subsidiary of the Company posted modest operational results during the year under report in view of lower volumes of brokerage generated from Institutional business. The gross brokerage earned during the year was at Rs.162.03 lakhs as against Rs.318.89 lakhs during the previous year resulting in a decline in net earnings before tax to Rs.66.65 lakhs as against Rs102.33 lakhs achieved during the previous year.

The other subsidiary viz. Shardul Commodities International Ltd had surrendered its trading cum clearing membership of Multi Commodity Exchange. Efforts will be made to activate the subsidiary as and when the market situation improves.

5 Directors: -

In terms of Article 155 of the Articles of Association of the Company, Dr. V.C Shah and Mr.Naveen Chaturvedi, Directors retire by rotation and being eligible offer themselves for re-appointment at the Annual General Meeting.

Brief resume of the Directors proposed to be appointed/ reappointed, nature of their experience in specific functions and area and number of companies in which they hold membership/chairmanship of Board Committees as stipulated under clause 49 of the Listing Agreement of Stock Exchange are provided in the Report of Corporate Governance forming part of the Annual Report.

6 Taxation:-

In opinion of Directors, the provision for Income Tax is made as per the provisions of Income Tax Act, 1961.

7 Donation:-

During the year the Company has made donation to Trusts aggregating Rs. 10,05,000/-

8 Cashflow :-

As required by Clause 37 of the Listing Agreement, a Cash Flow Statement is appended with this report.

9 Directors Responsibility Statement: -

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed: -

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a ‘going concern’ basis.

10 Auditors and Auditors Report: -

The Companys Auditors, M/s Rajen Damani & Associates., Chartered Accountants, hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received the letter from them pursuant to section 224(1-B) of the Companies Act, 1956, confirming their eligibility for re-appointment as Auditors of the Company.

The notes to the Accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for any further comments.

11 . Corporate Governance: -

Report on Corporate Governance stipulated under Clause 49 of the Listing Agreement with Stock Exchange form part of this annual report. A certificate from the auditors of the Company M/s Rajen Damani & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under aforesaid clause 49 is annexed to and forms part of this Report.

12. Consolidated Accounts: -

In accordance with the requirements of Listing Agreement and the Accounting Standard -21 prescribed by the Institute of Chartered Accountants of India,

Company had made additional disclosure in respect of Consolidated Financial Statements and Accounting Standard-18 for Related Party transactions.

13. Transfer of Unpaid and Unclaimed amounts to IEPF

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956 the declared dividends and interest on debentures which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act.

14. Statutory information: -

1. Personnel: -

Details of remuneration paid to employees as required by Section 217(2A) of the Companies Act, 1956, is not applicable to the Company as none of the employees is paid remuneration as stipulated in that Section.

2. Particulars required to be furnished by the Companies (Disclosure of particulars to the Report of Board of Directors) Rules, 1988.

(i) Part A & B pertaining to conservation of Energy and Technology Absorption are not applicable or not relevant to the working of Company. The Directors keep themselves acquainted with ongoing seminars and research papers.

(ii) The Company has not earned any Foreign Exchange. The Company has spent Rs 0.04 lacs as and by way of Foreign Exchange outflow during the year. The foreign exchange outflow is on account of subscription to bulletins/magazines undertaken to acquire and keep in touch with the latest marketing and financial strategy and different norms of finance that is part of company’s research program.

3. Deposits: -

a) There are no deposits, which has remained unclaimed or claimed but not paid for which information is required to be given in this report. The Company does neither hold any Public Deposits nor is accepting any deposits.

b) The Company has complied with various requirements in terms of the capital adequacy under the guidelines issued by the Reserve Bank of India for the Non-Banking Financial Companies.

15. Acknowledgment: -

Your Directors appreciate the co-operation and support extended by the Shareholders, Employees, Financial Institutions and Banks.

For and on behalf of Board

R Sundaresan Naveen Chaturvedi

Executive Director Director

Place : Mumbai

Dated : 26th May, 2010

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