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Directors Report of Shardul Securities Ltd.

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.

 
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