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Directors Report of B N Rathi Securities Ltd.

Mar 31, 2019

To the Members,

The Directors have pleasure in presenting before you the 33^rd Boardsâ Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2019.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31^st March, 2019 has been as under:

(Rs. In Lakhs)

Particular	2018-2019	2017-2018
Total Income	2274.51	2391.63
Total Expenditure	2107.36	2098.21
Profit Before Tax	167.â5	293.42
Provision for Tax	51.36	86.06
Profit after Tax	115.79	207.36
Transfer to General Reserves	-	-
Profit available for appropriation	115.79	207.36
Provision for Proposed Dividend	-	-
Provision for Dividend Tax	-	-
Balance Carried to Balance Sheet	115.79	207.36

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31^stMarch and the date of Boardâs Report. (i.e. 22.05.2019)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Boardâs Report there was no change in the nature of Business.

4. DIVIDEND:

The Directors are pleased to recommend a Dividend of Re. 1.00 per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2018-19. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 60,75,987/- for which necessary provision has been made in the accounts.

5. RESERVES:

The Company proposed to transfer Rs.60,75,987/- to the reserve on account of declaration of dividend on both standalone and consolidated basis.

6. BOARD MEETINGS:

The Board of Directors duly met 5 (Five) times on 17.05.2018, 09.08.2018, 24.10.2018, 12.11.2018, and 13.02.2019 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Laxminiwas Sharma, Mr. K. Harish Chandra Prasad and Mrs. Shanti Sree Bolleni, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

8. DIRECTORS OR KMP APPOINTED OR RESIGNED.

No Directors or Key Managerial Personnels have resigned during the year. As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors seeking appointment/re-appointment are given as under:-

Name of the Director	Shanti Sree Bolleni	Hari Narayan Rathi
Date of Birth	17/05/1962	22/11/1953
Qualification	Chartered Accountant	B.Sc.,
Expertise in specific functional areas	She is a Senior Partner in M/s. Tukaram & Co., Chartered Accountants, Hyderabad. She had served âThe Andhra Pradesh Tax Bar Associationâ as council Member from 2008 to 2012 and later as President for the year 2010-11. She is an External Member, Board of Studies, Department of Commerce, Osmania University College for Women, Koti, Hyderabad. She is also associated with many charitable trust and societies as auditor and advisor	Twice unanimously elected as President of Hyderabad Stock Exchange (HSE). He is having vast experience in securities Market.
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board
Shareholding of nonexecutive directors.	-	-
No. of Shares held in the Company	-	1624955
Inter se relationship with any Director	-	Chetan Rathi

8. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Companyâs website www.bnrsecurities.com

9. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

- Overview of the Companyâs financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

- Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

- Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

- Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

- Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

- Reviewing the companyâs financial and risk managementâs policies.

- Disclosure of contingent liabilities.

- Reviewing with management, external and internal auditors, the adequacy of internal control systems.

- Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

- Discussion with internal auditors of any significant findings and follow-up thereon.

- Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

- Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

- Reviewing compliances as regards the Companyâs Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 09.08.2018 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Regulation 27 of SEBI (LODR) Regulations 2015 relating to the composition of the Audit Committee.

During the financial year 2018-19, (4) four meetings of the Audit Committee were held on the 17.05.2018, 09.08.2018, 12.11.2018, and 13.02.2019.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Laxminiwas Sharma	Chairman	NED(I)	4	4
Harish Chandra Prasad	Member	NED(I)	4	4
Shanti Sree Bolleni	Member	NED(I)	4	4
Hari Narayan Rathi	Member	MD	4	4

NED (I): Non-Executive Independent Director

MD: Managing Director

10. NOMINATION & REMUNERATION COMMITTEE Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

- To take into account the financial position of the Company, trend in the industry, appointeeâs qualification, experience, past performance, past remuneration etc.

- To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

The details of remuneration paid to the Executive and Non-Executive Directors for the financial year 2018-19 are given below:

Mr. Hari Narayan Rathi - Managing Director and Mr. Chetan Rathi -Whole Time Director cum CFO have drawn a remuneration of Rs. 42,00,000/- and Rs. 36,00,000/- for the year ended 31.03.2019 respectively.

None of the Directors is drawing any Commission, Perquisites, Retirement benefits etc.,

The details of composition of the Committee pre reconstitution are given below:

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Harishchandra Prasad	Chairman	NED(I)	-	-
Laxminiwas Sharma	Member	NED(I)	-	-
Shanti Sree Bolleni	Member	NED(I)	-	-
*Hari Narayan Rathi	Member	MD	-	-

NED (I): Non Executive Independent Director MD: Managing Director

âReconstitution of the Committee in their meeting held on 22.05.2019.

The details of composition of the Committee post reconstitution are given below:

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Harishchandra Prasad	Chairman	NED(I)	-	-
Laxminiwas Sharma	Member	NED(I)	-	-
Shanti Sree Bolleni	Member	NED(I)	-	-

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 âDirectorâ means a director appointed to the Board of a Company.

2.2 âNomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

2.3 âIndependent Directorâ means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Companyâs operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

- General understanding of the companyâs business dynamics, global business and social perspective;

- Educational and professional background

- Standing in the profession;

- Personal and professional ethics, integrity and values;

- Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

- shall possess a Director Identification Number;

- shall not be disqualified under the Companies Act, 2013;

- shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

- shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

- shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

- Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the companyâs business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the âCode for Independent Directors âas specified in Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The NR Committee shall take into account the nature of, and the time involved in a Director Service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholderâs relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 âDirectorâ means a Director appointed to the Board of the company.

2.2 âkey managerial personnelâ means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 âNomination and Remuneration Committeeâ means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non-Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non-Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

11. STAKEHOLDERS RELATIONSHIP COMMITTEE

A) Composition:

The Details of composition of the Committee are given below:

Name	Designation	Category
Mrs. Shanti Sree Bolleni	Chairperson	NED(I)
Mr. Laxminiwas Sharma	Member	NED(I)
Mr. K. Harishchandra Prasad	Member	NED(I)
Mr. Chetan Rathi	Member	ED

NED (I): Non Executive Independent Director

ED: Executive Director

B) Powers:

The Committee has been delegated with the following powers:

- To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

- To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

- Consolidate and sub-division of share certificates etc.

- To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called [email protected]for complaints/grievances.

12. RISK MANAGEMENT COMMITTEE

A) Composition:

The Details of composition of the Committee are given below:

Name	Designation	Category
Mr. K. Harishchandra Prasad	Chairman	NED( I)
Mrs. Shanti Sree Bolleni	Member	NED(I)
Mr. Chetan Rathi	Member	ED

NED (I) : Non Executive Independent Director

ED : Executive Director

Role and Responsibilities of the Committee includes the following:

- Framing of Risk Management Plan and Policy

- Overseeing implementation of Risk Management Plan and Policy

- Monitoring of Risk Management Plan and Policy

- Validating the process of risk management

- Validating the procedure for Risk minimisation.

- Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

- Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

B) RISK MANAGEMENT POLICY:

The Company follows a comprehensive system of Risk Management. The Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

13. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

14. DIRECTORâS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

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

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

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2011-2012 will expire on 30.07.2019 and thereafter the amount standing to the credit in the said account will be transferred to the âInvestor Education and Protection Fundâ of the Central Government

The details of Dividend of earlier years remain unclaimed by the shareholders as on 31.03.2019 are as given below:

Financial

Year

Date of Declaration of Dividend

Last Date of Claiming the Dividend

Unclaimed amount as on 31.03.2019

Due date for transfer to Investor Education and Protection Fund (IEPF)

2011-12

2012-13

2013-14

2014-15

2015-16

2016-17

2017-18

31.07.2012

08.08.2013

12.07.2014

18.07.2015

06.08.2016

05.08.2017

09.08.2018

30.07.2019

07.08.2020

11.07.2021

17.07.2022

05.08.2023

04.08.2024

08.08.2025

1,90,357

1,92,868

2,54,979

3,15,952

1,95,251

2,70,100

1,49,892

29.08.2019

06.09.2020

10.08.2021 16.08.2022

04.09.2023

03.09.2024

07.09.2025

Pursuant to provisions of Section 124 of Companies Act, 2013, the unclaimed dividend within the last date mentioned for the respective years, will be transferred to Investor Education and Protection Fund (IEPF) established by Government of India pursuant to Section 125 of the Companies Act, 2013.

16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s B N Rathi Comtrade Private Limited and M/s B N Rathi Industries Private Limited are wholly owned subsidiaries of the Company have made an income of Rs. 53.47 lacs with a Profit of Rs. 52.39 lacs and Income of Rs. 1.08 lacs with a loss of Rs. (44.62) lacs respectively.

17. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

B.N. Rathi Comtrade Private Limited and B.N. Rathi Industries Private Limited are wholly owned subsidiaries of the company and there have been no companies which have become or ceased to be the subsidiaries, joint ventures or associate companies during the year.

18. EXTRACT OFANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 annexed as a part of this Annual Report

19. STATUTORY AUDITORS:

M/s. Seshachalam & Co, Statutory Auditors of the company retire at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their reappointment and a certificate to the effect that their re appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Seshachalam & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the 38^th Annual General Meeting.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

21. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as an annexure.

22. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditorâs Report on the Accounts for the year ended March 31, 2019 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2019 on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy : Your Companyâs operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption : All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

24. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review. Further, there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the companyâs operations in future.

26. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

The Board has appointed M/s Penmetsa & Associates, Chartered Accountant, Hyderabad as Internal Auditors in its meeting held 22.05.2019 for the year 2019-20. Deviations are reviewed periodically and due compliances are ensured. Summary of significant Audit observations along with recommendations and its implementations are reviewed by the Audit committee and concerns, if any, are reported to Board.

27. INSURANCE:

The properties and assets of your Company are adequately insured.

28. RISK MANAGEMENT POLICY : The Company follows a comprehensive system of Risk Management. The Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

29. SHARE CAPITAL:

The authorised share capital of the Company stands at Rs.6,00,00,000/- divided into 60,00,000 equity shares of Rs. 10/- each.

The paid up share capital of the Company stands at Rs. 5,04,00,000 /- divided into 50,40,000 equity shares of Rs.10/- each.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

31. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd and Induslnd Bank Ltd. Personal Guarantees were given by Mr. Hari Narayan Rathi, Managing Director and Mr.Chetan Rathi, Executive Director without any consideration for obtaining Bank Guarantees.

32. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

Since the Company does not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

33. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on armâs length basis.

Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosures.

34. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

35. AMENDMENTS TO POLICIES:

Pursuant to SEBI circular(s), the company has amended the following policies and the same were updated on the website of the company:

1. Board Evaluation Policy

2. Nomination & Remuneration Policy

3. Policy of Material Subsidiary

4. Related Party Policy

5. Risk Management Policy

6. Vigil Mechanism Policy

7. Code of Conduct for Prevention of Insiders Trading.

36. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER Rule 5(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014 :

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as annexure A

Further, none of the employees is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits prescribed under Section 197 of the Companies Act, 2013

37. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1of the Companies(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a remuneration ratio of 8:1 is being paid to Shri. Chetan Rathi, Whole-Time director of the Company and a ratio of 10:1 is being paid to Shri. Hari Narayan Rathi, Managing Director of the Company.

38. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

39. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

40. WITHDRAWAL OF MERGER:

The Board meeting held on 10.01.2018, the company decided to amalgamate with B N Rathi Comtrade Private Limited. An application with the Honâble NCLT was made in this regard and said amalgamation had been withdrawn in the meeting held on 24.10.2018 due to unforeseen regulatory issues being faced by the Transferor Company M/s B N Rathi Comtrade Private Limited.

41. NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

42. CEO/ CFO Certification

The Managing Director cum CEO and CFO certification of the financial statements for the year 2018-19 is annexed in this Annual Report.

43. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

44. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.bnrsecurities.com)

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off : Nil

46. ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board

B.N. Rathi Securities Limited

Place : Hyderabad Laxminiwas Sharma

Date : 22.05.2019 Chairman

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting before you the 31^st Director''s Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2017.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2017 has been as under:

(Rs. In Lakhs)

Particular	Standalone		Consolidate
	2016-2017	2015-2016	2016-17
Total Income	2127.27	1663.08	2870.82
Total Expenditure	1830.52	1469.37	2486.22
Profit Before Tax	296.75	193.71	384.60
Provision for Tax	105.26	66.53	133.75
Profit after Tax	191.49	127.18	250.85
Transfer to General Reserves	-	3.18	-
Profit available for appropriation	191.49	124.00	250.85
Provision for Proposed Dividend	-	40.32	-
Provision for Dividend Tax	-	8.21	-
Balance Carried to Balance Sheet	191.49	75.47	250.85

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board''s Report. (i.e. 15.05.2017)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

4. DIVIDEND:

The Directors are pleased to recommend a Dividend of Re.1.00 per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2016-17. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 60,66,025/- for which necessary provision has been made in the accounts.

5. BOARD MEETINGS:

During the year, the Board of Directors duly met 4 (Four) times on 25.05.2016, 11.08.2016, 11.11.2016, 11.02.2017 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

6. CAPITAL OF THE COMPANY :

Authorized Share capital share capital of the company stands at Rs. 6,00,00,000/- (Rupees Six Crores Only) divided in to 60,00,000 equity shares of Rs.10/- each and the paid up capital of the company stand at Rs. 5,04,00,000(Rupees Five Crores Four Lakhs Only) divided in to 50,40,000 equity shares of Rs.10/- each.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ INDEPENDENCE

1. Scope:

2. Terms and References:

2.1 âDirectorâ means a director appointed to the Board of a Company.

2.2 âNomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and Reg 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

2.3 âIndependent Directorâ means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI(Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

Qualifications and criteria

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

-General understanding of the company''s business dynamics, global business and social perspective;

-Educational and professional background

-Standing in the profession;

-Personal and professional ethics, integrity and values;

-Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

-shall possess a Director Identification Number;

-shall not be disqualified under the companies Act, 2013;

-shall endeavour to attend all Board Meeting and wherever he is appointed as a Committee Member, the Committee Meeting;

-shall abide by the Code of Conduct established by the company for Directors and senior Management personnel;

-shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

-Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company''s business.

3.2 Criteria of independence

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013 and Reg 16(1 )(b) of SEBI(Listing obligations and Disclosure Requirements) Regulations, 2015.

3.2.3 The Independent Director shall abide by the âCode for Independent Directors âas specified in Schedule IV to the companies Act, 2013.

1.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The Committee shall take into account the nature of, and the time involved in a Director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 âDirectorâ means a Director appointed to the Board of the company.

2.2 âkey managerial personnelâ means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 âNomination and Remuneration Committeeâ means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and Reg 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retrial benefits

(v) Annual performance Bonus

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved, if any, by the shareholders as per provisions of the companies act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr.Laxminiwas Sharma, Mr. K. Harish Chandra Prasad and Mrs. Shanti Sree Bolleni, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

8. FAMILIARISATION PROGRAMMES:

The Company familiarizes its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarization programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarization programme for Independent Directors is disclosed on the Company''s website www.bnrsecurities.com

9. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

-Overview of the Company''s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

-Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

-Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

-Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

-Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

-Reviewing the company''s financial and risk management''s policies.

-Disclosure of contingent liabilities.

-Reviewing with management, external and internal auditors, the adequacy of internal control systems.

-Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

-Discussion with internal auditors of any significant findings and follow-up thereon.

-Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

-Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

-Reviewing compliances as regards the Company''s Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 06.08.2016 and Chairman

of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Regulation 27 of SEBI (LODR) Regulations 2015 relating to the composition of the Audit Committee. During the financial year 2016-2017, (4) four meetings of the Audit Committee were held on the 25.05.2016, 11.08.2016, 11.11.2016, 11.02.2017. During the year, the audit committee was reconstituted in the Board Meeting held on 11.02.2017.

The details of the composition of the Committee post reconstitution and attendance of the members at the meetings are given below:

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Lakshmi Nivas Sharma	Chairman	NED(I)	4	4
Harish Chandra Prasad	Member	NED(I)	4	4
Shanti Sree Bolleni	Member	NED(I)	4	4
Hari Narayan Rathi*	Member	MD	4	0

NED (I) : Non Executive Independent Director MD : Managing Director

*Appointed as member in the committee on 11.02.2017

V. NOMINATION & REMUNERATION COMMITTEE

During the year, the Nomination and Remuneration committee was reconstituted in the Board Meeting held on 11.02.2017.

The details of composition of the Committee post reconstitution are given below:

Name	Designation	Category	No. of Meetings held	No. of Meetings attended
Harishchandra Prasad	Chairman	NED(I)	1	1
Laxminiwas Sharma	Member	NED(I)	1	1
Shanti Sree Bolleni	Member	NED(I)	1	1
Hari Narayan Rathi*	Member	MD	1	0

NED (I): Non Executive Independent Director MD: Managing Director

*Appointed as member in the committee on 11.02.2017 Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

- To take into account the financial position of the Company, trend in the industry, appointee''s qualification, experience, past performance, past remuneration etc.

- To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

The details of remuneration paid to the Executive and Non Executive Directors for the financial year 2016-17 are given below:

Mr. Hari Narayan Rathi - Managing Director and Mr. Chetan Rathi -Whole time director have drawn a remuneration of Rs. 31,49,275/- and Rs. 17,70,000/- for the year ended 31.03.2017 respectively.

None of the Directors is drawing any Commission, Perquisites, Retirement benefits etc.,

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A) Composition:

The Details of composition of the Committee are given below:

Name	Designation	Category
Mrs. Shanti Sree Bolleni	Chairperson	NED(I)
Mr. Laxminiwas Sharma	Member	NED(I)
Mr. K. Harishchandra Prasad	Member	NED(I)
Mr. Chetan Rathi	Member	ED

NED (I): Non Executive Independent Director ED: Executive Director

B) Powers:

The Committee has been delegated with the following powers:

-To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

-To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

-Consolidate and sub-division of share certificates etc.

-To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called [email protected] for complaints/grievances.

VII. RISK MANAGEMENT COMMITTEE AS PER REGULATION 21 OF SEBI (LODR) REGULATIONS, 2015

A) Composition:

The Details of composition of the Committee are given below:

Name	Designation	Category
Mr. K. Harishchandra Prasad	Chairman	NED(I)
Mrs. Shanti Sree Bolleni	Member	NED(I)
Mr. Chetan Rathi	Member	ED

NED (I) : Non Executive Independent Director ED : Executive Director Role and Responsibilities of the Committee includes the following:

-Framing of Risk Management Plan and Policy

-Overseeing implementation of Risk Management Plan and Policy

-Monitoring of Risk Management Plan and Policy

-Validating the process of risk management

-Validating the procedure for Risk minimization.

-Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

-Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

B) RISK MANAGEMENT POLICY:

10. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has framed the following policies which are available on Company''s website i.e. www.bnrsecurities.com

i. Board Diversity Policy

ii. Policy on preservation of Documents

iii. Risk Management Policy

iv. Nomination and Remuneration Policy

v. Policy on material subsidiaries vi Related party transaction policy.

11. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same has been placed on the website of the Company.

12. DIRECTORâS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2016-17. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

14. UNPAID / UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2009-2010 will expire on 22^nd October, 2017 and thereafter the amount standing to the credit in the said account will be transferred to the âInvestor Education and Protection Fundâ of the Central Government

The details of Dividend of earlier years remain unclaimed by the shareholders as on 31.03.2017 are as given below:

Financial Year	Date of Declaration of Dividend	Last Date of Claiming the Dividend	Unclaimed amount as on 31.03.2017 (in Rupees)	Due date for transfer to Investor Education and Protection Fund (IEPF)
2009-10	24.09.2010	23.09.2017	2,02,053	22.10.2017
2010-11	14.09.2011	13.09.2018	2,16,348	12.10.2018
2011-12	31.07.2012	30.07.2019	1,89,056	29.08.2019
2012-13	08.08.2013	07.08.2020	1,91,519	06.09.2020
2013-14	12.07.2014	11.07.2021	2,51,797	10.08.2021
2014-15	18.07.2015	17.07.2022	3,10,794	16.08.2022
2015-16	06.08.2016	05.08.2023	1,88,400	04.09.2023

15. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s. B.N. Rathi Comtrade Private Limited and M/s. B.N. Rathi Industries Private Limited are wholly owned subsidiaries of the company.

16. DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

There were no frauds reported by the auditors as per section 143 (12)

17. RESERVES

The company has not transferred any amount to the reserves.

18. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONS WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR.

During the year there were no appointments or resignation of Directors and Key Managerial Persons.

19. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

No companies have become or ceased to be the subsidiaries, joint ventures or associate companies of the company.

20. EXTRACT OF ANNUAL RETURN:

21. STATUTORY AUDITORS:

M/s. Seshachalam & Co, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their reappointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

22. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs vide its notification dated 16^th February, 2015 has notified the Companies(Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopt Indian Accounting Standards with effect from 01^st April, 2017. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of said IAS is being assessed.

23. SECRETARIAL AUDIT:

24. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2017 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

25. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 on consolidated financial statements, the Directors have provided the consolidated financial statements for the financial year ended March 31, 2017 which forms part of the Annual Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

The Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL

27. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

The Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

28. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.

29. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

The Board has appointed M/s. Penmetsa & Associates, Chartered Accountants, Hyderabad as internal Auditors in its meeting held on 15th May, 2017. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

30. INSURANCE:

The properties and assets of the Company are adequately insured.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

32. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd and Induslnd Bank Ltd. Personal Guarantees were given by the Mr. Hari Narayan Rathi, Managing Director and Mr. Chetan Rathi, Whole-Time Director without any consideration for obtaining Bank Guarantees.

33. CORPORATE SOCIAL RESPONSIBILTY POLICY:

34. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis.

The Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

35. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the independent directors of the company had a meeting on 11.02.2017 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 2 (two) non-independent directors namely:

i) Shri Hari Narayan Rathi - Managing Director

ii) Shri Chetan Rathi - Whole-Time Director cum CFO.

The meeting recognized the significant contribution made by Shri. Hari Narayan Rathi and Shri. Chetan Rathi, non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

-Preparedness for Board/Committee meetings

-Attendance at the Board/Committee meetings

-Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

-Monitoring the effectiveness of the company''s governance practices

-Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

-Ensuring the integrity of the company''s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

The meeting also noted that Shri. Laxminiwas Sharma, Chairman of the company has performed exceptionally well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

36. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to the Company.

37. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1 )(2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 a remuneration of Rs. 17,70,000/- is being paid to Shri. Chetan Rathi, Whole-Time director of the Company and a remuneration of Rs. 31, 49, 275/- is being paid to Shri. Hari Narayan Rathi, Managing Director of the Company.

38. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to Bombay Stock Exchange where the Company''s Shares are listed.

39. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

40. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

41. SECRETARIAL STANDARDS EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee''s stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

42. Non-Executive Directorsâ Compensation and Disclosures

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

43. CEO/ CFO Certification

The Managing Director cum CEO and CFO certification of the financial statements for the year 2016-17 is annexed in this Annual Report.

44. EMPLOYEE RELATIONS:

The Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits prescribed under Section 197 of the Companies Act, 2013.

45. MEANS OF COMMUNICATION

1. Quarterly and half yearly reports are published in the newspapers.

2. Management Discussion and Analysis forms part of this Annual Report.

46. BOARD EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The performance of the Board was evaluated based on a criterion that includes aspects like composition and structure of the Board, effectiveness of the Board process, information and functioning of the Board etc. Evaluation of the Committees performance was based on the criteria like composition, its terms of the reference and effectiveness of committee meetings, etc., Individual Director''s performance evaluation is based on their preparedness on the issues to be discussed, meaningful and constructive discussions and their contribution to the Board and Committee meetings. The Chairperson was evaluated mainly on key aspects of his role. These performance exercises were conducted seeking inputs from all the Directors / Committee Members wherever applicable.

The evaluation process was carried out internally in FY 2016- 2017, each Board member completed a questionnaire on the other Board members for peer evaluation and a questionnaire to provide feedback on Board, its Committees and their functioning. The Directors were evaluated on parameters such as level of engagement and participation, flow of information, independence of judgment, conflicts resolution, attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/ Committee Meetings and their contribution in enhancing the Board''s overall effectiveness.

The Nomination and Remuneration Committee reviewed the performance of the individual directors. A separate meeting of the individual directors was also held to review the performance of Non-independent directors, performance of the Board as a whole and performance of the Chairperson of the Company taking into account the views of all the Directors.

The peer rating on certain parameters, positive attributes and improvement areas for each Board member was also provided to them in a confidential manner. The feedback obtained from the interventions was discussed in detail and, where required, independent and collective action points for improvement were put in place.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received : Nil

No. of complaints disposed off : Nil

48. DETAILS ON GENERAL BODY MEETINGS:

A. LOCATION, DATE AND TIME OF LAST THREE AGMS AND SPECIAL RESOLUTIONS THERE AT AS UNDER:

Financial Year	Date	Time	Location	Special / Ordinary Resolution
2015-16	06/08/2016	10.00 A.M	Hotel Mercure Hyderabad KCP, 6-3-551, Somajiguda, Hyderabad - 500 082.	1. Re-appointment of Mr. Hari Narayan Rathi, Managing Director.
2014-15	18.07.2015	10.00 A.M.	Hotel Katriya, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082.	1. Appointment of Mrs. Shanti Sree Bolleni as Independent director of the Company 2. Re-appointment of Mr. Chetan Rathi as Whole-Time Director 3. To issue shares on Rights Issue. 4. Amendment of Articles of Association of the Company.

2013-14

12.07.2014

10.00 A.M

Hotel Inner Circle, Raj Bhavan Road, Somajiguda, Hyderabad - 500 082.

1. Appointment of Mr. Laxminiwas Sharma as Independent director of the Company.

2. Appointment of Mr. K Harishchandra Prasad as Independent Director of the Company.

3. Appointment of Mr.T.S. Suryanarayana Murthy as Independent Director of the Company.

B. ATTENDANCE OF EACH DIRECTOR AT BOARD MEETING HELD DURING THE YEAR AND LAST ANNUAL GENERAL MEETING :

Name of Director	Category of Directorship	Attendance Particulars
		Last AGM 06.07.2016	Board meetings ''16-17''
		Last AGM 06.07.2016	held	attended
Mr. Laxminiwas Sharma	Non Executive Chairman & Independent Director	Yes	4	4
Mr. Hari Narayan Rathi	Managing Director	Yes	4	4
Mr. K. Harishchandra Prasad	Non Executive & Independent Director	Yes	4	4
Mrs. Shanti Sree Bolleni	Non Executive & Independent Director	No	4	3
Mr. Chetan Rathi	Whole-Time Director Cum CFO	Yes	4	4

C. PASSING OF RESOLUTIONS BY POSTAL BALLOT

There were no resolutions passed by the Company through Postal Ballot during the financial year 2016-17.

48. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of the Company.

The Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company, SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board

B.N. Rathi Securities Limited

Place : Hyderabad Laxminiwas Sharma

Date : 15.05.2017 Chairman

The Members of B N Rathi Comtrade Private Limited,

We have pleasure in presenting the 9^th Annual report together with Audited accounts for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS / HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS

(Rs. In Lacs)

Particulars	2016-17	2015-16
Income	740.47	647.72
Total Expenditure	655.20	540.00
Profit/Loss before Tax	85.26	107.72
Provision for taxation	27.69	35.61
Profit after Tax	57.57	72.11
Balance carried to Balance Sheet	57.57	72.11

PERFORMANCE REVIEW :

The Company has made an income of Rs 740.47 lakhs and a profit of Rs. 57.57 lakhs in the current year against the income of Rs. 647.72 Lakhs and a profit of Rs. 72.11Lakhs in the previous year.

The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND :

Keeping the Company''s expansion and growth plans in mind, the Directors have decided not to recommend dividend for the year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :

There were no material changes taken place subsequent to the date of financial statements. CHANGE IN THE NATURE OF BUSINESS, IF ANY :

There were no material changes and commitments affecting financial position of the company between 31st March, 2017 and the date of Board''s Report. (i.e.) 11.05.2017

BOARD MEETINGS :

The Board of Directors met Five times during the year on 26.04.2016, 24.05.2016, 10.08.2016, 25.10.2016 and 04.02.2017 and the maximum gap between any two meetings was less than four months, as stipulated under the provisions of Companies Act, 2013.

TRANSFER TO RESERVES :

Directors have decided not to transfer any amount to reserves for the year.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

CAPITAL OF THE COMPANY :

Authorized Share capital and paid up share capital of the company stands at Rs. 1,00,00,000/- (Rupees one Crore Only) divided in to 10,00,000 equity shares of Rs.10/- each.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

There were no frauds reported by the auditors as per section 143 (12)

SUBSIDIARY COMPANY :

The Company does not have any subsidiary.

INSURANCE :

The company''s properties have been adequately insured against major risks. All the insurable interests of the Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

DIRECTORS :

During the year no directors were appointed or resigned from the office of Directorship.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013 the Board of Directors of the Company hereby certifies and confirms that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES :

The Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits prescribed under Section 197 of the Companies Act, 2013.

AUDITORS :

M/s. Seshachalam & Co., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re-appointment. the directors propose the appointment of M/s. Seshachalam & Co., Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

INDIAN ACCOUNTING STANDARDS :

EXTRACT OF ANNUAL RETURN :

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS :

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The Company has not taken any loan, guarantee or investment as specified under section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY :

CORPORATE SOCIAL RESPONSIBILTY POLICY :

Since the Company does not has the net worth of Rs. 500 crores or more, or turnover of Rs. 1000 crores or more, or a net profit of Rs. 5 crores or more during the financial year, so section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy.

RELATED PARTY TRANSACTIONS :

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Directors draw attention of the members to Note 23 to the financial statement which sets out related party disclosures.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY :

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

EVENT BASED DISCLOSURES :

There were no instances which require event based disclosures during the year. ACKNOWLEDGEMENTS :

The directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. The directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board

B N Rathi Comtrade Private Limited

Hari Narayan Rathi

Director

(DIN: 00010968)

Place : Hyderabad

Date : 11.05.2017

The Members of B N Rathi Industries Private Limited,

We have pleasure in presenting the 5^th Annual report together with Audited accounts for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS / HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS

(Rs. In Lakhs)

Particulars	2016-17	2015-16
Income	3.06	25.43
Total Expenditure	0.52	29.07
Profit/Loss before Tax	2.55	(3.64)
Provision for taxation	0.79	Nil
Profit after Tax	1.76	(3.64)
Balance carried to Balance Sheet	1.76	(3.64)

PERFORMANCE REVIEW :

The Company has made a profit of Rs. 1.76 Lakhs before tax.

DIVIDEND :

Keeping the Company''s expansion and growth plans in mind, the Directors have decided not to recommend dividend for the year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS :

There were no material changes taken place subsequent to the date of financial statements. CHANGE IN THE NATURE OF BUSINESS, IF ANY :

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board''s Report. (i.e. 11.05.2017)

BOARD MEETINGS :

The Board of Directors met 4 times during the year on 24.05.2016, 10.08.2016, 25.10.2016 and 04.02.2017 and the maximum gap between any two meetings was less than four months, as stipulated under Provisions of Companies Act, 2013.

TRANSFER TO RESERVES :

Directors have decided not to transfer any amount to reserves for the year.

PUBLIC DEPOSITS :

CAPITAL OF THE COMPANY :

Authorized Share capital and paid up share capital of the company stands at Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided in to 5,00,000 equity shares of Rs.10/- each.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

There were no frauds reported by the auditors as per section 143 (12).

SUBSIDIARY COMPANY :

The Company does not have any subsidiary.

INSURANCE :

DIRECTORS :

During the year no directors were appointed or resigned from the office of Directorship.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013 the Board of Directors of the Company hereby certifies and confirms that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO :

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

1. Foreign Exchange Earnings : Nil

2. Foreign Exchange Outgo : Nil

PARTICULARS OF EMPLOYEES:

The Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits prescribed under Section 134 of the Companies Act, 2013.

AUDITORS :

M/s. Seshachalam & Co., Chartered Accountants, Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re-appointment. The directors propose the appointment of M/s. Seshachalam & Co., Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

INDIAN ACCOUNTING STANDARDS

EXTRACT OF ANNUAL RETURN :

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS :

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The Company has not taken any loan, guarantee or investment as specified under section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY :

CORPORATE SOCIAL RESPONSIBILTY POLICY :

Since the Company does not has the net worth of Rs. 500 crores or more, or turnover of Rs. 1000 crores or more, or a net profit of Rs. 5 crores or more during the financial year, section 135 of the

Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company and hence the Company need not adopt any Corporate Social Responsibility Policy

RELATED PARTY TRANSACTIONS :

There are no related party transactions during the financial year 2016-17.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY :

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

EVENT BASED DISCLOSURES :

There were no instances which require event based disclosures during the year.

ACKNOWLEDGEMENTS :

For and on behalf of the Board

B N Rathi Industries Private Limited

Hari Narayan Rathi

Director

(DIN: 00010968)

Place : Hyderabad

Date : 11.05.2017

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 29th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. In Lakhs)

Particular 2014-2015 2013-2014

Total Income 1400.28 828.63

Total Expenditure 1184.13 706.32

Profit Before Tax 216.14 122.31

Provision for Tax 69.47 31.64

Profit after Tax 146.67 90.67

Transfer to General Reserves 3.66 2.26

Profit available for appropriation 143.01 88.41

Provision for Proposed Dividend 37.80 30.24

Provision for Corporate Tax 7.69 5.14

Balance Carried to Balance Sheet 97.52 53.03

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board''s Report. (i.e. 27/05/2015)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board''s Report there was no change in the nature of Business.

4. DIVIDEND:

Your Directors are pleased to recommend a Dividend of Rs. 1.50 per share on the Paid up Equity Share Capital of the Company in respect of the financial year 2014-15. The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 45.49 lakhs, for which necessary provision has been made in the accounts.

5. BOARD MEETINGS:

The Board of Directors duly met 6 (six) times on 27.05.2014, 19.07.2014, 08.08.2014, 10.11.2014, 12.02.2015 and 23.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, Mrs. Shanti Sree Bolleni was appointed as Additional Director. Now the Board proposes to appoint her as Independent Director.

Shri. T. S. Suryanarayana Murthy, the Independent Director passed away during the year. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing additional director in the independent category, as Independent Director on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Director, including nature of her expertise, is provided in this Annual Report.

Notice has been received from a Member proposing candidature of the Director namely Mrs. Shanti Sree Bolleni for the office of Independent Director of the Company. In the opinion of the Board, she fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Director of the Company.

Mr. Chetan Rathi was appointed as Chief Financial Officer (CFO) of the company with effect from 27.05.2014.

Mr. Chetan Rathi was re-appointed as a Whole-time director with effect from 01.04.2015.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company''s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

* General understanding of the company''s business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors "as specified in Schedule IV to the companies Act 2013

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the company. The NR Committee shall take into account the nature of, and the time involved in a Director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an an indecent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chaiman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a Director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Office; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration Committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the companies act.

3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. Laxminiwas Sharma, Mr. K. Harishchandra Prasad and Mrs. Shanti Sree Bolleni, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

8. COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company''s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company''s financial and risk management''s policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company''s Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 12.07.2014 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 27.05.2014, 08.08.2014, 10.11.2014 and 12.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of No. of Meetings Meetings held Meetings

Laxminiwas Sharma Chairman NED(1) 4 4

Harishchandra Prasad Member NED(1) 4 4

T.S.Suryanarayana Murthy@ Member NED(1) 4 3

Shanti Sree Bolleni* Member NED(1) 4 Appt .e.f. from 12.02.2015

* Appointed w.e.f. 12.02.2015 @ Expired on 27/01/2015 NED (I) : Non Executive Independent Director ED : Executive Director

V. NOMINATION & REMUNERATION COMMITTEE

The details of composition of the Committee are given below:

Name Designation Category No. of No. of Meetings Meetings held attended Laxminiwas Sharma Chairman NED(1) 1 1

Harishchandra Prasad Member NED(1) 1 1

Shanti Sree Bolleni Member NED(1) 1 1

NED (I): Non Executive Independent Director Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee''s qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

The details of remuneration paid to the Executive and Non Executive Directors for the financial year 2014-2015 are given below:

Chetan Rathi (Whole time director) has drawn a remuneration of Rs. 7,80,000/- for the year ended 31.03.2015 and Hari Narayan Rathi (Managing Director) has drawn a remuneration of Rs. 14,40,000/ - for the year ended 31.03.2015.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mrs. Shanti Sree Bolleni* Chairperson NED(1)

Mr. Laxminiwas Sharma Member NED(1)

Mr. K. Harishchandra Prasad Member NED(1)

Mr. Chetan Rathi Member ED

* Appointed w.e.f. 12.02.2015

NED (I) : Non Executive Independent Director

B) Powers:

The Committee has been delegated with the following powers:

* To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called [email protected] complaints/grievances.

VII. RISK MANAGEMENT COMMITTEE A) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. K. Harishchandra Prasad Chairman NED(1)

Mrs. Shanti Sree Bolleni Member NED(1)

Mr. Chetan Rathi Member ED

NED (I) : Non Executive Independent Director

ED: Executive Director

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimisation.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

10. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

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

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

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2007-2008 will expire on 30th October, 2015 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government

13. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

M/s. B.N. Rathi Comtrade Private Limited and M/s. B.N. Rathi Industries Private Limited are the wholly owned subsidiaries of the company.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

15. STATUTORY AUDITORS:

M/s. Seshachalam & Co, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Seshachalam & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

16. INTERNAL AUDIT:

M/s. T.R.Chadha & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company.

17. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

18 . QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(a) Statutory Auditors Report :

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.

(b) Secretarial Audit Report :

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL

20. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING :

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS :

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company''s operations in future.

22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

23. INSURANCE:

The properties and assets of your Company are adequately insured.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

25. CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd and Induslnd Bank Ltd. Personal Guarantees was given by the Mr. Hari Narayan Rathi, Managing Director and Mr. Chetan Rathi, Executive Director without any consideration for obtaining Bank Guarantees.

26. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

27. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

28. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.bnrsecurities.com.

Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

29. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 23/03/2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 2 (two) non-independent directors namely:

i) Shri Hari Narayan Rathi - Managing Director

ii) Shri Chetan Rathi - Whole-Time Director cum CFO. The meeting recognized the significant contribution made by Shri. Hari Narayan Rathi and Shri. Chetan Rathi, non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company''s governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company''s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

Sri. Laxminiwas Sharma, chairman of the company has performed exceptionally well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

30. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

31. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. 7,80,000/- is being paid to Sri. Chetan Rathi, whole time director of the Company and a remuneration of Rs. 14,40,000/ - is being paid to Mr. Hari Narayan Rathi, Managing Director of the Company.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange where the Company''s Shares are listed.

33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

35. SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share : NA

2. Issue of shares with differential rights : NA

3. Issue of shares under employee''s stock option scheme : NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares : NA

5. Buy back shares : NA

6. Disclosure about revision : NA

7. Preferential Allotment of Shares : NA

36. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

37. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company.

For and on behalf of the Board B.N. Rathi Securities Limited

Place : Hyderabad Laxminiwas Sharma Date : 27/05/2015 Chairman

Mar 31, 2013

Dear Members,

The Directors are pleased to present the 27th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The Financial Results for the year ended 31 st March, 2013 are summarised as under: (Rs. In. Lakhs)

2012-13 2011-12

Total Income 622.01 624.53

Total Expenditure 566.84 570.12

Profit before Tax 55.17 54.41

Provision for taxation 16.13 15.49

Profit after Tax 39.04 38.92

Transfer to General Reserves

Profit available for Appropriation 39.04 38,92

Provision for proposed Equity Dividend 25.20 25.20

Provision for Corporate Dividend Tax 4.28 4.09

Balance carried to Balance Sheet 9.56 9.63

DIVIDEND:

Your Directors are pleased to recommend a Dividend of Re. 1 per share i.e., @ 10% on the Paid up Equity Share Capital of the Company in respect of the financial year 2012-13.The total outgo on account of dividend, inclusive of dividend tax stands at Rs. 29.48 lakhs, for which necessary provision has been made in the accounts.

OPERATIONS:

The performance of the Company during the year under review has been satisfactory. The company got the Trading membership of MCX Stock Exchange in Equity and Derivatives Segment. The Company is also making all efforts to expand in the various parts of the country its trading terminals.

INSURANCE:

The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE ,BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited.

LISTING:

The Equity Shares of the Company are listed on BSE Limited (Stock Code 523019). The annual listing fees for the year 2013- 2014 has been paid to the Stock Exchange.

DIRECTORS:

Mr. B. N. Rathi, the Promoter Director passed away during the year. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

Mr. T. S. Suryanarayana Murthy was appointed as additional director on the board w.e.f. 29.05.2013. Mr. Chetan Rathi, Executive Director whose term of appointment expired on 31.03.2013 was re-appointed as an Executive Director for a term of two years w.e.f. 31.03.2013 subject to the approval of members.

In accordance with the Companies Act, 1956 and read with Articles of Association of the Company, Mr. Vijay Kumar Taori retires by rotation and is eligible for reappointment and your Board recommends the re-appointment of Mr. Vijay Kumar Taori. BRIEF PROFILE OF MR. VIJAY KUMAR TAORI:

Particulars Mr. Vijay Kumar Taori

Date of Birth 24.07.1947

Date of Appointment 30.04.2011

Qualifications M A

No. of Shares held in the Company Nil

Directorships held in other companies Mahaveer Infoway Limited, Trimurthi Drugs &

Pharmaceuticals Limited

BRIEF PROFILE OF MR. T. S. SURYANARAYANA MURTHY:

Particulars Mr. T. S. Suryanarayana Murthy

Date of Birth 09.06.1945

Date of Appointment 29.05.2013

Qualifications FCA

No. of Shares held in the Company Nil

Directorships held in other companies Pitti Laminations Limited

BRIEF PROFILE OF MR. CHETAN RATHI:

Particulars Mr. Chetan Rathi

Date of Birth 08.03.1976

Date of Appointment 31.03.2013

Qualifications MBA

No. of Shares held in the Company 1,74,267

Directorships held in other companies Nil

CAPITAL OF THE COMPANY:

The Authorized capital of the company stands at Rs.6,00,00,000 consisting of 60,00,000 equity shares of Rs 10/- each and paid-up capital at Rs.2,52,00,000 divided into 25,20,000 equity shares of Rs 10/- each.

AUDITORS:

The Auditors of the Company M/s. Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1B) of the Companies Act, 1956.

AUDITOR S REPORT:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts forthe year ended March 31,2013 and has noted that the same does not have any reservation, qualification or adverse remarks.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules,1975 and forming part of the Directors report for the year ended 31st March, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm:

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

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31.03.2013 and of the profits of the company for that period:

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a going concern basis. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of Section 205C of the Companies Act, 1956 the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor Education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2005-2006 will expire on October 28Â°2013 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund" of the Central Government.

COMPLIANCE CERTIFICATE:

The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act, 1956 is obtained.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. Personal Guarantees were given by the Managing Director, Mr. Hari Narayan Rathi and Executive Director, Mr. Chetan Rathi without any consideration for obtaining Bank Guarantees.

SUBSIDIARY COMPANIES:

B N Rathi Comtrade Private Limited, the wholly owned subsidiary of the Company, recorded a net profit of Rs.35.94 Lakhs as against Rs.42.47 Lakhs in the previous year.

During the financial year, your company acquired 100% of the equity capital of M/s B N Rathi Industries Pvt Ltd on 02.11.2012 and B N Rathi Industries Pvt Ltd has become a wholly owned subsidiary of your Company. B N Rathi Industries Pvt Ltd is in the process of commencing business.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiaries B N Rathi Comtrade Private Limited and B N Rathi Industries Private Limited forms part of this annual report.

INTERNAL AUDIT:

M/s. TR.Chadha & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency are nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, BSE Limited and Central Depository Services (India) Limited.

Your Directors also acknowledge the continued support given by the valued and esteemed client and sub-brokers and the sincere and dedicated services of the employees of the Company at all levels.

Your Directors also like to express their thanks to the shareholders for the continued confidence reposed in the management of the Company.

For and on behalf of the Board

B.N. Rathi Securities Limited

Date : 29.05.2013

Place : Hyderabad. LAXMINIVAS SHARMA

CHAIRMAN

Mar 31, 2012

The Directors are pleased to present the 26th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2012 are summarized as under: (Rs. in Lakhs)

2011-12 2010-11

Total Income 624.53 696.90

Total Expenditure 570.12 608.23

Profit before Tax 54.41 88.67

Provision for taxation 15.49 28.02

Profit after Tax 38.92 60.65

Transfer to General Reserves - 1.51

Profit available for Appropriation 38.92 59.14

Provision for proposed Equity Dividend 25.20 30.24

Provision for Corporate Dividend Tax 4.09 4.91

Balance carried to Balance Sheet 9.63 24.00

DIVIDEND

Your Directors are pleased to recommend a Dividend @ 10% on the Paid up Equity Share Capital of the Company in respect of the financial year 2011-12.The total outgo on account of dividend, inclusive of dividend [email protected]% stands at Rs. 29.29 lakhs, for which necessary provision has been made in the accounts.

OPERATIONS

The performance of the company during the year has gone down by Rs. 72.37 Lakhs in gross income and Rs. 21.74 Lakhs net income due to market conditions which still persists. The Company deferred the Rights Issue which was proposed earlier due to adverse market conditions.

INSURANCE

The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE, BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (Stock Code 523019). The annual listing fees for the year 2012- 2013 is paid to the Stock Exchange.

DIRECTORS

Sri Badri Narayan Rathi & Sri K. Harishchandra Prasad, retire by rotation and being eligible offers themself for re-appointment. AUDITORS:

The Auditors of the Company M/s. Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1-B) of the Companies Act, 1956.

AUDITORS'REPORT

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31,2012 and has noted that the same does not have any reservation, qualification or adverse remarks.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules,1975 and forming part of the Directors report for the year ended 31st March, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm:

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

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31.03.2012 and of the profits of the company for that period;

(iii) that they 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 they have prepared the annual accounts on a going concern basis.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of Section 205C of the Companies Act,1956 the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the date of declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the Seven years period for payment of the dividend pertaining to financial year 2004-2005 will expire on September 29, 2012 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund 'of the Central Government.

COMPLIANCE CERTIFICATE:

The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act,1956 is obtained.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. and Axis Bank Ltd. Personal Guarantees are given for obtaining Bank Guarantees by the Managing Director Mr. Hari Narayan Rathi and Executive Director Mr. Chetan Rathi without any consideration.

SUBSIDIARY COMPANY:

B N Rathi Comtrade Private Limited, the Wholly owned subsidiary of your Company, recorded net profit Rs.60.91 Lakhs as against Rs.41.65 Lakhs in the previous year, registering a good growth in value and volume terms.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiary B N Rathi Comtrade Private Limited and forms part of this annual report.

INTERNAL AUDIT:

M/s. T. R.Chadha & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency are nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, Bombay Stock Exchange Limited, MCX Stock Exchange Limited and Central Depository Services (India ) Limited.

Your Directors also acknowledge the continued support given by the valued and esteemed Clients and Sub-brokers and the sincere and dedicated services of the employees of the Company at all levels.

Your Directors also like to express their thanks to the shareholders for the continued confidence reposed in the management of the Company.

For and on behalf of the Board

B.N. Rathi Securities Limited

Date : 30.05.2012

Place : Hyderabad. LAXMINIVAS SHARMA

CHAIRMAN

Mar 31, 2011

Dear Members,

The Directors are pleased to present the 25th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The Financial Results for the year ended 31st March, 2011 are summarised as under:

(RsJn Lakhs)

2010-11 2009-10

Total Income 696.90 696.41

Total Expenditure 608.23 563.49

Profit before Tax 88.67 132.92

Provision for taxation 28.02 46.46

Profit after Tax 60.65 86.46

Transfer to General Reserves 1.51 2.16

Profit available for Appropriation 59.14 84.30

Provision for proposed Equity Dividend 30.24 30.24

Provision for Corporate Dividend Tax 4.91 5.02

Balance carried to Balance Sheet 23.99 49.04

DIVIDEND:

Your Directors are pleased to recommend a Dividend @ 12% on the Paid up Equity Share Capital of the Company in respect of the financial year 2010-11.The total outgo on account of dividend, inclusive of dividend [email protected]% stands at Rs. 35.15 lakhs, for which necessary provision has been made in the accounts.

OPERATIONS:

During the year the Company got broker empanelment with two of the Banks for carrying out Trading for them and some more empanelments are in the process. The company opened a Branch at Chennai which will take care of expansion of terminals in Tamilnadu where the presence of the company was not there earlier. With this it is expected that there will be a marked improvement in turnover of the Company. The company is also in the process of expansion in other areas also. The Company acquired through its subsidiary company the Membership of National Spot Exchange.

INSURANCE:

The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE, BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (Stock Code 523019). The annual listing fees for the year 2011- 2012 was paid to the Stock Exchange.

DIRECTORS:

Mr. Laxminivas Sharma, retire by rotation and being eligible offers himself for re-appointment.

AUDITORS:

The Auditors of the Company M/s. Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1-B) of the Companies Act, 1956.

AUDITORS'REPORT:

The Board has duly reviewed the Statutory Auditors 'Report on the Accounts for the year ended March 31,2011 and has noted that the same does not have any reservation, qualification or adverse remarks.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES:

None of the employees is covered under section 217(2A) ot the Companies Act, 1956 read with the Companies (Particulars of employees) Rules,1975 and forming part of the Directors report for the year ended 31st March, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm:

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

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31.03.2011 and of the profits of the company for that period;

(iii) that they 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 they have prepared the annual accounts on a going concern basis.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

UN PAID / UN CLAIMED DIVIDEND:

In terms of the provisions of Section 205C of the Companies Act,1956 the Company is obliged to transfer dividends which remain unpaid or unclaimed for a period of seven years from the date of declaration to the credit of the Investor education and Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that the 7 years period for payment of the dividend pertaining to financial year 2003-2004 will expire on August 31st ,2011 and thereafter the amount standing to the credit in the said account will be transferred to the "Investor Education and Protection Fund 'of the Central Government.

COMPLIANCE CERTIFICATE:

The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act,1956 is obtained.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. and Axis Bank Ltd. Personal Guarantees are given for obtaining Bank Guarantees by the Managing Director Mr. Hari Narayan Rathi and Executive Director Mr. Chetan Rathi without any consideration.

SUBSIDIARY COMPANY:

B N Rathi Comtrade Private Limited, the Wholly owned subsidiary of your Company, recorded net profit Rs.41.65 Lakhs as against Rs.15172/- in the previous year, registering a good growth in value and volume terms.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006,the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiary B N Rathi Comtrade Private Limited and forms part of this annual report.

INTERNAL AUDIT:

M/s. T.R.Chadha & Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency is nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, Bombay Stock Exchange Limited and Central Depository Services (India ) Limited.

Your Directors also acknowledge the continued support given by the valued and esteemed Clients and Sub-brokers and the sincere and dedicated services of the employees of the Company at all levels.

Your Directors also like to express their thanks to the shareholders for the continued confidence reposed in the management of the Company.

For and on behalf of the Board B.N. Rathi Securities Limited

LAXMINIVAS SHARMA CHAIRMAN

Date : 28.07.2011 Place : Hyderabad.

Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial Results for the year ended 31st March, 2010 are summarised as under:

(Rs. In Lakhs)

2009-10 2008-09

Total Income 696.41 443.08

Total Expenditure 563.49 384.10

Profit before Tax 132.92 58.98

Provision for taxation 46.46 20.09

Profit after Tax 86.46 38.89

Transfer to General Reserves 2.16 Nil

Profit available for Appropriation 84.30 38.89

Provision for proposed Equity Dividend 30.24 25.20

Provision for Corporate Dividend Tax 5.02 4.28

Balance carried to Balance Sheet 49.04 9.41

DIVIDEND:

Your Directors are pleased to recommend a Dividend @12% on the Paid up Equity Share Capital of the Company in respect of the financial year 2009-10.The total outgo on account of dividend, inclusive of dividend [email protected]% stands at Rs. 35.26 lakhs, for which necessary provision has been made in the accounts.

OPERATIONS:

Company has acquired the membership of NSE.BSE & MCX-SX and DP with CDSL.The Company is in the process of employment with various institutions .mutual funds etc.The Company is also making all efforts to expand in the various parts of the company where the presence is nil as of today.

INSURANCE:

The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE ,BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited.

LISTING:

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (Stock Code 523019). The annual listing fees for the year 2010- 2011 has been paid to the Stock Exchange.

DIRECTORS:

Smt. Nisha Rathi resigned as Director of the Company on personal grounds. The Board expressed their sincere appreciation for the services rendered by her as Director.

Sri Badri Narayan Rathi & Sri K. Hari Chandra Prasad retire by rotation and being eligible offers themselves for re-appointment.

AUDITORS:

The Auditors of the Company M/s.Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1-B) of the Companies Act,1956.

AUDITORS REPORT:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31,2010 and wish to reply to the report that the same does not have any reservation.qualification or adverse remarks.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

PARTICULARS OF EMPLOYEES:

None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 and forming part of the Directors report for the year ended 31st March, 2010.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm:

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

(ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31.03.2010 and of the profits of the company for that period;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts on a going concern basis.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

COMPLIANCE CERTIFICATE;

The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act, 1956 is obtained.

CREDIT & GUARANTEE FACILITIES:

The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. and Karur Vysya Bank Ltd from time to time and the Company has taken the required steps to increase the Bank Guarantee limits. Personal Guarantees given for obtaining Bank Guarantees by the Managing Director and Director Sri B N Rathi without any consideration.

FORFEITURE OF PREFERENTIAL CONVERTIBLE WARRANTS

During the year the company has forfeited a sum of Rs 11,92,400/- received towards 54,200 convertible warrants for non-opting of conversion of warrants into equity.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared Consolidated Financial statements in accordance with Accounting Standard 21 (AS21) issued by the The Institute of Chartred Accountants of India.The Consolidated Statements reflect the results of the Company and those of its Subsidiary. As required by Clause 32 of the Listing agreement with Stock Exchange ,the Audited Consolidated Financial statements together with Audi- tors Report thereon are annexed and form the part of this Annual Report.

SUBSIDIARY COMPANY

During the financial year, your company acquired 100% of the equity capital of M/s B. N. Rathi Comtrade Pvt. Ltd. and B. N. Rathi Comtarde Pvt. Ltd. has become a wholly owned subsidiary of your Company. B. N. Rathi Comtarde Pvt. Ltd. is a Trading Cum Clearing Member of MCX and NCDEX.

INTERNAL AUDIT:

M/s.T.R.Chadha&Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

The information pursuant to Section 217 (i) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency is nil.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, Bombay Stock Exchange Limited and Central Depository Services (India) Limited.

Your Directors also acknowledge the continued support given by the valued and esteemed customers and sub-brokers and the sincere and dedicated services of the employees of the Company at all levels.

Your Directors also like to express their thanks to the shareholders for the confidence which they reposed in the management of the Company.

For and on behalf of the Board

Date : 29.07.2010 Laxminiwas Sharma

Place : Hyderabad. CHAIRMAN

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