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Notes to Accounts of Emkay Global Financial Services Ltd.

Mar 31, 2017

1. In the opinion of Board of Directors, the Assets other than Fixed Assets and Non-Current Investments have value on realization in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated. Provision for all known and determined liabilities is adequate and not in excess of the amount reasonably required.

2. (a) Shares (i) received from Clients/ Remises/ Sub-brokers as collateral for Margins/ Security Deposits, (ii) of

Clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the Exchanges towards Additional Base Capital/ Exposure.

(b) Fixed Deposits taken out from banks by the Clients in the name of Company as collateral for their margin requirements are lien marked directly in favor of Stock Exchanges through their Clearing Corporations / Professional Clearing Member and are utilized towards Additional Base Capital/ Exposure/ Margin requirement of the Company.

3. Payment to Auditors includes Rs. 6,874/- (PY 5,750/-) in Audit Fees, Rs. 500/- (PY 500/-) in Tax Audit Fees, Rs. 1,221/-(PY 2,250/-) in Taxation Matter, Rs. 1,763/- (PY 563/-) in Other Services towards Swachh Bharat Cess.

4. Other Current Liabilities includes Rs. 10, 68,147/- (P.Y. Rs. 11, 45,504/-) being aggregate amount of deposits in Company''s bank accounts made directly by Clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

5. Income includes Nil (P.Y.4, 92,339/-) and expenses includes Rs. 12, 96,633/- (P.Y.26,68,887/-) pertaining to earlier year.

6. Assets taken on Operating Leases (on and after 1st April, 2003) :-

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 1,69,29,548/- (P.Y. Rs. 1,74,66,573/-)

7. Segment information (a) Primary Segment:

The Company''s operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services therefore primary business segment reporting as required by Accounting Standard 17 "Segment Reporting" is not applicable.

(b) Secondary Segment:

The Company operates in India and hence there are no reportable Geographical Segments.

The Company has Investment of Rs. 41,000,000/- in Equity Shares of Emkay Insurance Brokers Limited (EIBL), a wholly owned subsidiary as at 31st March, 2017. EIBL, though a going concern, is incurring losses and has huge accumulated losses. Based on EIBL''s Net worth as at 31st March, 2017, and in accordance with the requirement of the Accounting Standard (AS)-13 - Accounting for Investments, the management of the Company has estimated a provision of Rs. 33,500,000/- towards diminution in value of its investment in EIBL which is other than temporary in nature.

8. As at 31st March, 2017 the Company has an aggregate investment of Rs. 85,000,000/- in Equity and Preference Shares of Emkay Commotrade Limited (ECL), a wholly owned subsidiary and provided Corporate Guarantee of Rs. 200,000,000/-towards fund/non-fund based facilities availed by ECL from bank. ECL is engaged in commodity broking and has accumulated losses of Rs. 47,744,188/- as at 31st March, 2017, which has resulted in substantial erosion of ECL''s Net worth. However, ECL has stopped incurring losses and has earned profits during the last two financial years resulting into reduction in accumulated losses from Rs. 59,789,340/- as at 31st March, 2015 to Rs. 47,744,188/- as at 31st March, 2017. Also ECL has reached settlement with certain debtors for recovery of dues of Rs. 40,000,000/- which were fully provided earlier and out of the said dues, a sum of Rs. 2,400,000/- is recovered during this year and balance amount of Rs. 37,600,000/- is being realized in a phased manner as per consent terms executed before the Hon''ble High Court of Judicature at Bombay. Accordingly, ECL''s management expects to generate sufficient profits in the future years. Therefore, in the opinion of the management of the Company the carrying value of its investment in ECL as at 31st March, 2017 is appropriate and diminution in the value of investment is considered as temporary in nature.

9. The Board of Directors at their meeting held on May 24th, 2017 proposed a dividend of Rs. 1.00 per Share for the year ended March 31st, 2017, subject to the approval of the members at the ensuing Annual General Meeting. In terms of Revised Accounting Standard (AS) 4 "Contingencies and Events occurring after the Balance Sheet date", the Company is not required to provide for dividend proposed/ declared after the Balance Sheet date. Consequently, no provision has been made in respect of the aforesaid dividend proposed by the Board of Directors for the year ended March 31, 2017. If approved, the total liability arising to the Company would be Rs. 294.13 Lakhs including dividend tax.

(ii) Other additional information required pursuant to Part II of Schedule III of the Companies Act, 2013 are not applicable to the Company.

10. Figures of previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

11. Figures in brackets indicate previous year''s figures.

12. Figures have been rounded off to the nearest rupees.


Mar 31, 2016

b: Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs..10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pay dividends in Indian Rupees. The dividend proposed if any by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except interim dividend.

During the year ended 31st March,2016, the amount of per share dividend recognized as distributions to equity shareholders as interim was Rs.1.00 ( PY Nil ).

In the event of liquidation of the company, the holders of Equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d: Shares Reserved for issue under Options:

The Company has reserved issuance of 23,66,325 ( Previous Year 23,66,325 ) Equity Shares of Rs 10/- each for offering to eligible employees of the Company and its subsidiaries under Employees Stock Option Schemes. The Options would vest over a maximum period of four years or such other period as may be decided by the Board/ Remuneration Committee subject to the applicable law.

Note: (1) Overdraft referred above to the extent of :

(a) Rs Nil (P.Y.118,360,038/-) is secured by equitable mortgage of office premises, and

(b) Rs Nil (P.Y.2,857,898/-) is secured by way of lien against term deposits with bank.

(1) Short Term Loan from Bank of Rs.45,000,000/- (PY. Nil) is secured by way of lien against term deposits with bank.

Disclosures required under section 22 of the Micro, Small and Medium Enterprises Development Act, 2006:-

There are no amounts payable to any Micro, Small & Medium Enterprises as defined under the MSMED Act, 2006 and identified by the management from the information available with the Company and relied upon by the Auditors.

* There is no amount due and outstanding to be transferred to the Investor Education and Profession Fund (IEPF) as on 31st March, 2016 except Rs.3451/- Which has since been deposited. Unclaimed dividend, if any shall be transferred to IEPF as and when they become due.

2. Employees Stock Option Schemes

(i) Disclosure required pursuant to “Guidance Note on Accounting for Employee Share- based payments” in connection with Company’s Employees Stock Option Schemes :-

a) The Company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2016, following schemes were in operation:

* Options granted under ESOP - 2007 includes 1,20,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant.

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and consequently set up “Emkay Employees Welfare Trust (ESOP Trust)” to administer and implement the said Scheme in accordance with recommendations of the Nomination, Remuneration and Compensation Committee of the Company. Consequent to various Circulars and Notifications issued by SEBI from January 2013 onwards (including Notification of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations , 2014 on 28.10.2014 and subsequent amendments thereof), the Company first modified its Employee Stock Option Plan 2010 on 20.12.2013 vide Members Resolution whereby the said ESOP Trust can only subscribe to the shares of the Company and no secondary market purchases were allowed. Subsequently, the Company for the second time modified its Employee Stock Option Plan 2010 by passing members special resolution through postal ballot process on 9th March 2016 whereby ESOP Trust is authorized to purchase shares of the company from the secondary market, some changes made in the definition of employee(s), number of shares held by the ESOP Trust from secondary market acquisition not to exceed 5% of the paid up equity capital and power to borrow money from Company so as to be in complete compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 including any subsequent amendments thereof.

d) The Company has accounted compensation cost for the Stock Options granted using intrinsic value method. Had the Company used the fair value method for calculating compensation cost for Stock Options granted, the impact on the Company’s net profit and earning per share would have been as per the proforma amounts indicated below:

e) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

(ii) The Company has provided interest free loan to “Emkay Employees Welfare Trust” an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company and the loan outstanding as at 31st March, 2016 is Rs 574.00 Lacs (Previous Year Rs 580.00 Lacs). As on 31st March, 2016, the Trust has 7,54,648 equity shares of the Company purchased from the market (having cost of acquisition amounting to Rs 588.85 lacs) during the period commencing from September,2010 to July, 2011 for Stock Options granted/to be granted from time to time to the eligible employees. The said holding of 7,54,648 equity shares comprises of 6,67,148 equity shares of the Company for which Options are yet to be granted (which includes Options lapsed due to employees leaving the company) herein after called “Un-appropriated Options” and 87,500 equity shares against which Options are already granted to the eligible employees.

From the date of notification of SEBI (Share based Employee Benefits) Regulations,2014 i.e. 28.10.2014, the Company had a choice to either appropriate the Un- appropriated Options within one year i.e. by 27.10.2015 or to sell in the secondary market within five years i.e. by 27.10.2019. Since the company could not appropriate the Un-appropriated Options by 27.10.2015 , the same shall be sold in the secondary market on or before 27.10.2019.

The repayment of the loan granted by the Company to the ESOP Trust is dependent on the time and price at which Un-appropriated Options representing 6,67,148 equity shares of the Company shall be sold in the secondary market and Options representing 87,500 equity shares by the eligible employees shall be exercised.

Since, the current market value of the shares held by the said ESOP Trust is lower than the cost of acquisition by Rs 181.34 Lacs which is on account of market volatility being temporary in nature, the impact of fall in market value if any, shall be appropriately considered by the Company in its Statement of Profit and Loss at the time of exercise of Options by the eligible employees and/or on sale of shares for Un-appropriated Options.

3. Exceptional items of Rs 3587.06 Lacs represents loss suffered on account of a material erroneous trade and accounted for during the year ended 31st March, 2015 as per the SAT Orders and settlement with counter party brokers. Interest accrued of Rs 2.81 Lacs (PY Rs 356.07 Lacs) on the said recovery has been included in “Other Income”.

4. Disclosure on retirement benefits as required in Accounting Standard 15 (AS - 15) on “Employee Benefits” are given below:

(i) Defined Contribution Plan

The Company has recognized the following amounts in Statement of Profit and Loss towards Contribution to Defined Contribution Plans which are included under “Contribution to Provident fund and other funds”:

(ii) Defined Benefit Plan

The details of the Company’s post retirement benefit plan for gratuity for its employees in conformity with the principles set out in AS - 15 which has been determined by an Actuary appointed for the purpose and relied upon by the Auditors are given below :

5. In the opinion of Board of Directors, the assets other than Fixed Assets and Non-Current Investments have value on realization in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated. Provision for all known and determined liabilities is adequate and not in excess of the amount reasonably required.

6. (a) Shares (i) received from Clients / Remisiers / Sub-brokers as collateral for margins / security deposits, (ii) of clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the Exchanges towards additional base capital/ exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of Company as collateral for their margin requirements are lien marked directly in favor of Stock Exchanges through their Clearing Corporations / Professional Clearing Member and are utilized towards Additional Base Capital / Exposure / Margin requirement of the Company.

7. Payment to Auditors includes Rs 5,750/- (PY Nil) in Audit Fees, Rs 500/- (PY Nil) in Tax Audit Fees, Rs 2,250/- (PY Nil) in Taxation Matter, Rs 563/- (PY Nil) in Other Services towards Swacch Bharat Cess.

8. Other current liabilities includes Rs 11,45,504/- (P.Y. Rs 18,59,884/-) being aggregate amount of deposits in Company''s bank accounts made directly by clients whose details are awaited.

9. Income includes Rs 4,92,339/- (P.Y.Nil) and expenses includes Rs 26,68,887/-(P.Y.Nil) pertaining to earlier year.

10. Disclosure in respect of Loans and Advances in the nature of Loans pursuant to Schedule V of Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015:-

* for acquiring shares of the company for ESOP 2010

11. Assets taken on Operating Leases (on and after 1st April, 2003) :-

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs 1,74,66,573/- (P.Y. Rs 1,90,49,239/-)

16. Segment information

(a) Primary Segment:

The Company''s operations relate to one reportable business segment namely “Advisory and Transactional Services” comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services therefore primary business segment reporting as required by Accounting Standard

12 “Segment Reporting” is not applicable.

(b) Secondary Segment:

The company operates in India and hence there are no reportable Geographical Segments.

(c) Pursuant to issuance of “Guidance Note on Accounting for Derivative Contracts" by The Institute of Chartered Accountants of India on 12th May, 2015, the Company has recognized the open position in derivative instruments held for trading purposes in the balance sheet at fair value. The same were hitherto recognized at cost with provision for anticipated losses, if any. This change has not resulted in any effect on the profit for the year.

13. The provisions of section 135 of the Companies Act, 2013 pertaining to expenditure on Corporate Social Responsibility are not applicable to the Company.

14. Pursuant to enactment of Companies Act 2013, the Company has applied the estimated useful lives as specified in Schedule II. Accordingly:-

- The unamortized carrying value is being depreciated/amortized over the revised/remaining useful lives. Consequently, depreciation for the previous year is higher by Rs 89,40,269/-.

- The written down value of Fixed Assets whose lives have expired as at 1st April, 2014 have been adjusted net of tax, in the opening balance of Statement of Profit and Loss amounting to Rs 740,271/- in respect of previous year.

15. Disclosure regarding loans given, investments made and guarantee given pursuant to section 186(4) of the Companies Act, 2013 :

a) Loans Given - Refer note no.4(ii) and note no.17(B)(III)(d)

b) Investments made - Refer note no.3.10

c) Guarantee given - Refer note no.8.A.(iii)

16. Commission to Directors of Rs 3,50,000/- (P.Y. Rs Nil) represents Commission to Independent Directors.

17. In view of unabsorbed depreciation and carry forward losses under tax laws and considering the principle of virtual certainty as stated in the “Accounting Standard AS-22 - Accounting for Taxes on Income “, the Company has not recognized deferred tax assets available to it and has recognized deferred tax liabilities to which it is liable.

18. Provision for taxation has been made considering the provisions of Section 115JB of the Income Tax Act 1961.

19. The Company is entitled to MAT credit of Rs 2,40,00,000/- which shall be recognized as an asset as and when there are convincing evidence for the realization of the same.

20. (i) Additional information required pursuant to Part II of Schedule III to the Companies Act, 2013:-

(ii) Other additional information required pursuant to Part II of Schedule III of the Companies Act, 2013 are not applicable to the Company.

21. Figures of previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

22. Figures in brackets indicate previous year’s figures.

23. Figures have been rounded off to the nearest rupees.


Mar 31, 2015

A: Terms/Rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pay dividends in Indian Rupees. The dividend proposed if any, by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting except interim dividend.

In the event of liquidation of the company, the holders of Equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

B: Shares Reserved for issue under options:

The Company has reserved issuance of 23,66,325 (Previous Year 23,66,325) Equity Shares of Rs.10/- each for offering to eligible employees of the Company and its subsidiaries under Employees Stock Option Schemes. The Options would vest over a maximum period of four years or such other period as may be decided by the Board/ Remuneration Committee subject to the applicable law.

Note: Represents received from Authorised Persons/Sub-Brokers and treated as long term as they are expected to remain with the Company for a period of more than one year.

Note: Overdraft referred above to the extent of :

(a) Rs.118,360,038/- (P.Y.15,33,57,533/-) is secured by equitable mortgage of office premises and

(b) Rs.2,857,898/- (P.Y.NIL) is secured by way of lien against term deposits with banks

Note:-

1. Deposits with banks includes deposits of Rs.296,250,000/- (P.Y. Rs.292,250,000/-) with maturity of more than 12 months.

2. Deposits with banks includes

- Deposit of Rs.45,87,50,000/- (P.Y. Rs.38,37,50,000/-) held as margin for bank guarantee.

- Deposit of Rs.3,00,00,000/- (P.Y. Rs.3,00,00,000/-) held as security for bank overdraft facility

- Deposit of Rs.4,43,30,921/- (P.Y. Rs.3,13,10,835/-) lodged with exchanges/professional clearing member towards base/ additional base capital.

2. Employees Stock Option Schemes

(i) Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with Company's Employees Stock Option Schemes :-

a) The Company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2015, following schemes were in operation:

* Options granted under ESOP - 2007 includes 1,20,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant.

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and set up "Emkay Employees

Welfare Trust" to administer and implement this in accordance with recommendations of the Nomination, Remuneration and Compensation Committee of the Company. Consequent to various circulars issued by SEBI from January 2013 onwards, the company has modified its Employee Stock Option Plan 2010 on 20.12.2013 vide Members Resolution whereby the said ESOP Trust can only subscribe to the shares of the company and no secondary market purchases shall be allowed. The company may grant financial assistance to the ESOP Trust for this purpose with or without interest.

c) Details of activity under the ESOP Schemes have been summarized below:

d) The Company has accounted compensation cost for the stock options granted using intrinsic value method. Had the Company used the fair value method for calculating compensation cost for stock options granted, the impact on the Company's net profit and earning per share would have been as per the proforma amounts indicated below:

e) The fair value and other disclosures and assumptions have been determined by an independent

consultant and relied upon by the Auditors.

(ii) The Company has provided interest free loan to "Emkay Employees Welfare Trust" an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company and the loan outstanding as at 31st March, 2015 is Rs.580.00 Lac (Previous Year Rs.580.00 Lac). As on 31st March, 2015, out of the said loan, the trust has purchased, 7,54,648 equity shares of the Company from the market during the period starting from September, 2010 to July, 2011 for Stock Options granted/to be granted from time to time to the eligible employees. Further as on 31st March, 2015, the trust hold 6,67,148 equity shares of the company for which options are yet to be granted for which it has time till 31.03.2016 to either grant options or sell in the secondary market by 27.10.2019 being end of five years from the notification of SEBI (Share based Employee Benefits) Regulations, 2014. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised Options at the end of the respective exercise period. As on 31st March, 2015, 48,750 Options have vested to the eligible employees and 38,750 Options are yet to be vested. The current market value of the shares held by the said trust is lower than the cost of acquisition by Rs.155.68 Lac which is on account of market volatility. The impact of fall in market value, if any would be appropriately considered by the company in its Statement of Profit and Loss at the time of exercise of Options by the eligible employees.

5. Out of "Advances Recoverable" as on March 31, 2014 of Rs.5194.04 Lac from National Stock Exchange of India Limited (NSE) which was paid to them on account of loss occurred due to a manifest material mistake on October 5, 2012 while executing a sale order on Cash Segment of NSE, Rs.3587.06 Lac has been accounted for as loss during the year under the head "Exceptional Items" net of recovery of Rs.1606.98 Lac subsequent to balance sheet date as per the SAT orders and settlement with counter party brokers. Interest accrued of Rs.356.07 Lac till March 31, 2015 on the said recovery has been included in "Other Income".

3. Disclosure on retirement benefits as required in Accounting Standard 15 (AS - 15) on "Employee Benefits" are given below:

(i) Defined Contribution Plan

The Company has recognized the following amounts in Statement of Profit and Loss towards Contribution to Defined Contribution Plans which are included under "Contribution to Provident fund and other funds":

(ii) Defined Benefit Plan

The details of the Company's post retirement benefit plan for gratuity for its employees in conformity with the principles set out in AS - 15 which has been determined by an Actuary appointed for the purpose and relied upon by the Auditors are given below :

4. In the opinion of Board of Directors, the assets other than fixed assets and non-current investments have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

5. Contingent Liabilities and Commitments:- (A) Contingent Liabilities:-

Particulars As at 31st As at 31st March, 2015 March, 2014 Amount Amount

(i) Claims against the company not 634,728 30,70,450 acknowledged as debts

(ii) Guarantees issued by the Banks 917,500,000 767,500,000

Corporate guarantee issued in favor of a bank to secure credit facilities sanctioned by the bank to Emkay Commotrade Limited (a Subsidiary Company) 200,000,000 200,000,000

(iv) Income Tax matters in appeal (Net of taxes paid) 9,95,510 35,96,872

Towards occurrence of manifest material mistake while executing a sale order as (v) NA Nil at 31st March,2014 (Net of payment of Rs.519,404,259/-)

6. (a) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the company in its own name in a fiduciary capacity. Depending upon business needs of the company, some of these shares are lodged with the exchanges towards additional base capital/ exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/ exposure/ margin requirement of the Company.

7. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

8. Other current liabilities includes Rs.18,59,884/- (P.Y. Rs.11,44,075/-) being aggregate amount of deposits in Company's bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

9. Considering the principle of virtual certainty as stated in the "Accounting Standard AS-22 -Accounting for Taxes on Income", the deferred tax assets have not been recognized.

10. Disclosure in respect of Loans and Advances in the nature of Loans pursuant to clause 32 of Listing Agreement:-

11. Assets taken on Operating Leases (on and after 1st April, 2003) :-

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs.1,90,49,329/- (P.Y. Rs.2,26,58,402/-)

(b) The future minimum lease payments in respect of non-cancellable operating leases are as follows:

12. Segment information

(a) Primary Segment:

The Company's operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment:

The Company operates in India and hence there are no reportable Geographical Segments.

13. Related Party Disclosures:

(A) List of Related Parties (where transactions have taken place)

14. The provisions of section 135 of the Companies Act, 2013 pertaining to expenditure on Corporate Social Responsibility are not applicable to the Company.

15. Pursuant to enactment of Companies Act 2013, the Company has applied the estimated useful lives as specified in Schedule II, except in respect of certain assets as disclosed in Accounting Policy on Fixed Assets and Depreciation. Accordingly the unamortized carrying value is being depreciated/amortised over the revised/remaining useful lives. The written down value of Fixed Assets whose lives have expired as at 1st April, 2014 have been adjusted net of tax, in the opening balance of Statement of Profit And Loss amounting to Rs.740,271/-. Consequently, depreciation for the year ended 31.03.2015 is higher by Rs.89,40,269/-.

16. Disclosure regarding loans given, investments made and guarantee given pursuant to section 186(4) of the Companies Act, 2013 :

a) Loans Given - Refer note no.4(ii)

b) Investments made - Refer note no.3.9

c) Guarantee given - Refer note no.8.A. (iii)

17. Other additional information required pursuant to Part II of Schedule III of the Companies Act, 2013 are not applicable to the Company.

18. Figures of previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

19. Figures in brackets indicates previous years figures.

20. Figures have been rounded off to the nearest rupees.


Mar 31, 2014

1. Corporate Information

The Company was incorporated on 24th January, 1995 as a private limited Company by the name of Emkay Share and Stock Brokers Private Limited. On 20th October, 2005, the Company was converted into a public limited Company and the name got changed to Emkay Share and Stock Brokers Limited. Subsequently with effect from 2nd June, 2008, the name of the Company was changed to Emkay Global Financial Services Limited. The Company came out with the Initial Public Offer and got listed on NSE and BSE on 28th April, 2006. The Company is presently having membership of various exchanges and is in the business of providing Stock Broking services, Investment Banking, Depository Participant for CDSL and distribution of third party products.

a) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

(ii) The Company has provided interest free loan to "Emkay Employees Welfare Trust" an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company and the loan outstanding as at 31st March, 2014 is Rs. 580.00 lac (Previous Year Rs. 580.00 lac). As on 31st March, 2014, out of the said loan, the trust has purchased, 7,54,648 equity shares of the Company from the market during the period starting from September,2010 to July,2011 for stock options granted/to be granted from time to time to the eligible employees. Further as on 31st March, 2014, the trust hold 4,27,148 equity shares of the Company for which options are yet to be granted for which it has time till 30.06.2014 to either grant options or sell in the secondary market. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised options at the end of the respective exercise period. As on 31st March, 2014, 94500 Options have vested to the eligible employees. The current market value of the shares held by the said trust is lower than the cost of acquisition by Rs. 487.02 lac which is on account of market volatility. The impact of fall in market value, if any would be appropriately considered by the Company in its Statement of Profit and Loss at the time of exercise of options by the eligible employees.

2. "Advances recoverable in cash or kind or for value to be received" under "Short Term Loans and Advances" includes Rs. 5194.04 lac (P.Y.Rs. 5194.04 lac) paid to National Stock Exchange of India Limited (NSE) towards pay-in obligation raised by them. This pay-in obligation arose on account of loss which occurred due to a manifest material mistake occurred on October 5, 2012 while executing a sale order on Cash Segment of NSE and the same has been discharged wholly and exclusively for protecting and continuing the business of the Company. The Company made an application for annulment to NSE which subsequent to the balance sheet date was not accepted favourably by the relevant authority of NSE against which the Company has preferred an appeal before Securities Appellate Tribunal (SAT) and the same is admitted and pending disposal.

The Company has opinions of eminent legal experts to the effect that the issue under appeal is a fit case for annulment. In view of this, the Company considers that there is no probability of outflow of resources and therefore the same has not been provided for.

3. Debit and Credit balances are subject to confirmation.

4. In the opinion of Board of Directors, the assets other than fixed assets and non-current investements have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

5. Contingent Liabilities and Commitments

(a) Contingent Liabilities

Particulars As at 31st As at 31st March, 2014 March, 2013 Amount (Rs.) Amount (Rs.)

(i) Claims against the Company not acknowledged as debts 30,70,450 55,20,653

(ii) Guarantees issued by the Banks 767,500,000 732,500,000

(iii) Corporate guarantee issued in favor of a bank to secure credit 200,000,000 200,000,000 facilities sanctioned by the bank to Emkay Commotrade Limited (a Subsidiary Company )

(iv) Income Tax matters in appeal ( Net of taxes paid ) 35,96,872 83,21,173

(v) Towards occurrence of manifest material mistake while Executing a - - sale order{ Net of payment of Rs. 519,404,259/-, (P. Y Rs. 519,404,259/-) }

(b) Commitments

Particulars As at 31st As at 31st March, 2014 March, 2013 Amount (Rs.) Amount (Rs.)

(i) Estimated amounts of contracts remaining to be executed on capital 25,10,000 1,71,500 account and not provided for

6. (a) Shares (i) received from clients/Remisiers/Sub-brokers as collateral for margins/security deposits, (ii) of clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the exchanges towards additional base capital/exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of Company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/exposure/margin requirement of the Company.

7. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

8. Expenses includes Rs. Nil (P.Y.Rs. 343,806/-) pertaining to earlier years.

9. Other current liabilities includes Rs. 11,44,075/- (P.Y. Rs. 13,56,264/-) being aggregate amount of deposits in Company''s bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

10. Considering the principle of virtual certainty as stated in the "Accounting Standard AS-22 -Accounting for Taxes on Income" , the deferred tax assets for the year have not been recognized. Further, during the previous year carrying amount of deferred tax assets of Rs. 4,67,67,100/- as at 31st March, 2012 had also been written down.

11. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

12. Segment Information

(a) Primary Segment

The Company''s operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment

The Company operates in India and hence there are no reportable Geographical Segments.

13. Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the Company.

14. Figures in brackets indicates previous years figures.

15. Figures have been rounded off to the nearest rupees.


Mar 31, 2013

1. Corporate Information

The Company was incorporated on 24th January, 1995 as a private limited company by the name of Emkay Share and Stock Brokers Private Limited. On 20th October, 2005, the Company was converted into a public limited company and the name got changed to Emkay Share and Stock Brokers Limited. Subsequently with effect from 2nd June, 2008, the name of the Company was changed to Emkay Global Financial Services Limited. The Company came out with the Initial Public Offer and got listed on NSE and BSE on 28th April, 2006. The Company is presently having membership of various exchanges and is in the business of providing Stock Broking Services, Investment Banking, Depository Participant for CDSL and distribution of third party products. During the year, the Company also acquired membership of MCX Stock Exchange Limited for Cash and Derivative segment.

2. Employee Stock Option Schemes

Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with Company''s Employees Stock Option Schemes :-

a) The Company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2013, following schemes were in operation:

* Options granted under ESOP - 2007 includes 1,20,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant except in case of ESOP - 2005 where the value determined by an independent valuer as the Company was unlisted at that time

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and set up "Emkay Employees Welfare Trust" to administer and implement this in accordance with recommendations of the Remuneration / Compensation Committee of the Company. The said trust shall purchase shares of the Company from the Secondary Market from time to time and hold this pool of shares for granting options to Employees / Employee Directors. The Company may also grant financial assistance to the trust for this purpose with or without interest.

c) Details of activity under the ESOP Schemes have been summarized below:

3. The Company has provided interest free loan to "Emkay Employees Welfare Trust" an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company. Against the said loan outstanding amount as at 31st March, 2013 is Rs. 580.00 lac (Previous Year Rs. 584.00 lac). As on 31st March, 2013, out of the said loan, the trust has purchased 7,54,648 equity shares of the Company from the market for stock options granted/to be granted from time to time to the eligible employees. Further as on 31st March, 2013, the trust hold 1,87,148 equity shares of the Company for which options are yet to be granted for which it has time till 31.12.2013 to either grant options or sell in the secondary market. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised options at the end of the respective exercise period. As on 31st March, 2013, no Options have vested to the eligible employees. The current market value of the shares held by the said trust is lower than the cost of acquisition by Rs. 464.04 lac which is on account of market volatility. The impact of fall in market value, if any would be appropriately considered by the Company in its Statement of Profit and Loss at the time of exercise of options by the eligible employees.

4. "Advances recoverable in cash or kind or for value to be received" under "Short Term Loans and Advances" in the Balance Sheet as at March 31, 2013 includes Rs. 5194.04 lac paid to National Stock Exchange of India Limited (NSE) towards pay-in obligation raised by them. This pay-in obligation arose on account of loss which occurred due to a manifest material mistake occurred on October 5, 2012 while executing a sale order on Cash Segment of NSE and the same has been discharged wholly and exclusively for protecting and continuing the business of the Company. The Company made an application for annulment to NSE which subsequent to the balance sheet date was not accepted favourably by the relevant authority of NSE against which the Company has preferred an appeal before Securities Appellate Tribunal (SAT) and the same is admitted and pending disposal.

The Company has opinions of eminent legal experts to the effect that the issue under appeal is a fit case for annulment. In view of this, the Company considers that there is no probability of outflow of resources and therefore the same has not been provided for.

5. Capital Work in progress represents, fixed assets acquired but not put to use before year end and expenses incurred pertaining thereto.

6. Debit and Credit balances are subject to confirmation.

7. In the opinion of Board of Directors, the assets other than fixed assets and non-current investements have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

8. (a) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the Company in its own name in a fiduciary capacity. Depending upon business needs of the Company, some of these shares are lodged with the exchanges towards additional base capital/ exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of Company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/ exposure/ margin requirement of the Company.

9. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

10. Expenses includes Rs. 343,806/- (P.Y. NIL) pertaining to earlier years.

11. Other current liabilities includes Rs. 13,56,264/- (P.Y. Rs. 12,37,061/-) being aggregate amount of deposits in Company''s bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

12. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

13. Assets taken on Operating Leases (on and after 1st April, 2003)

a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 2,89,28,191/- (P.Y. Rs. 4,34,58,978/-)

b) The future minimum lease payments in respect of non-cancellable operating leases are as follows:

14. Segment Information

a) Primary Segment

The Company''s operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

b) Secondary Segment

The Company operates in India and hence there are no reportable Geographical Segments.

15. Figures of previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

16. Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the Company.

17. Figures in brackets indicates previous years figures.

18. Figures have been rounded off to the nearest rupees.


Mar 31, 2012

1. Corporate Information

The Company was incorporated on 24th January, 1995 as a private limited company by the name of Emkay Share and Stock Brokers Private Limited. On 20th October, 2005 the company was converted into a public limited company and the name got changed to Emkay Share and Stock Brokers Limited. Subsequently with effect from 2nd June, 2008, the name of the company was changed to Emkay Global Financial Services Limited. The company came out with the Initial Public Offer and got listed on NSE and BSE on 28th April, 2006. The company is presently having membership of various exchanges and is in the business of providing Stock Broking Services, Investment Banking, Depository Participant for CDSLand Distribution of Third Party Products.

a: Terms/Rights attached to equity shares

The company has only one class of equity shares having par value of Rs 10/- per share. Each holder of equity shares is entitled to one vote per share and also to dividends, if declared /approved by the shareholders.

During the year ended 31st March, 2012, the amount of dividend per share recognised as distribution to equity shareholders was Rs 0.50 (31st March, 2011: Rs 1.00)

In the event of liquidation of the company, the holders of Equity shares will be entitled to receive remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b: Shares Reserved for issue under options:

The Company has reserved issuance of 20,37,250 ( Previous Year 20,28,000) Equity Shares of Rs 10/- each for offering to eligible employees of the Company and its subsidiaries under Employees Stock Option Schemes. During the year, the Company has granted 2,00,000 (Previous Year 7,11,500) Options to the eligible employees at a price ofRs 37/- per option (Previous year 1,00,000 options at a price of Rs 93/- per option and 6,11,500 options at a price ofRs 77/- per option) plus all applicable taxes, as may be levied in this regard on the Company. The Options would vest over a maximum period of four years or such other period as may be decided by the Board/Remuneration Committee subject to the applicable law.

Note: Overdraft referred above to the extent of:

a)Rs 111,690,164/-(P.Y.ll,250,000/-) is secured byway of lien against term deposits with bank and

b)Rs 16,294,574/-(P.Y.Nil) is secured by equitable mortgage of part of office premises.

Note:-

1. Deposits with banks includes deposits ofRs 636,750,000/- (P.Y. Rs 532,000,000/-) with maturity of more than 12 months

2. Deposits with banks includes

- Deposit of Rs 48,67,50,000/-(P.Y. Rs 55,87,50,000/-)held as margin for bank guarantee.

- Deposit ofRs 22,00,00,000/- (P.Y. Rs 23,12,50,000/- )held as security for bank overdraft facility

- Deposit ofRs 4,50,00,000/- (P.Y. Rs 7,25,00,000/- )lodged with exchanges

3. Employees Stock Option Schemes

Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with company's Employees Stock Option Schemes

a) The company has granted Employee Stock Options (ESOP) to its employees and employees of its subsidiaries. During the year ended 31st March, 2012, following schemes were in operation:

* Options granted under ESOP - 2007 includes 1,20,000 options to employees of Subsidiary Companies.

** Closing market price prior to the date of grant except in case of ESOP - 2005 where the value determined by an independent valuer as the company was unlisted at that time

b) The Company introduced ESOP-2010 Scheme during the year 2010-11 and set up "Emkay Employees Welfare Trust" to administer and implement this in accordance with recommendations of the Remuneration / Compensation Committee of the Company. The said trust shall purchase shares of the Company from the Secondary Market from time to time and hold this pool of shares for granting options to Employees / Employee Directors. The Company may also grant financial assistance to the trust for this purpose with or without interest.

III. Other disclosures and assumptions :

- Expected volatility considered is on the basis of stock prices of the company on National Stock Exchange of India Ltd. (NSE) from 28th April, 2006 (i.e. date of Listing on exchanges) till the respective grant date.

- Risk free interest rate considered is the interest rate applicable for maturity equal to the expected life of the options based on the zero-coupon yield curve for government securities.

- Time to Maturity considered is the period for which the company expects the options to be live taking into account the vesting period, average lengths of time of similar grants which have remained outstanding in the past etc.

- Expected Dividend yield considered is the average of dividend yields for the preceding years to the year of grant, in which dividends have been paid.

- Exercise price considered is the price decided by the company to be the Exercise price.

- Current Price of the underlying share considered is the closing market price of the company's equity shares on NSE on the date of grant.

e) The Company has accounted compensation cost for the stock options granted using intrinsic value method. Had the company used the fair value method for calculating compensation cost for stock options granted, the impact on the company's net profit and earning per share would have been as per the proforma amounts indicated below:

f) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

4. The Company has provided interest free loan of Rs 584.00 Lacs (till previous year Rs 531.00 Lacs) to "Emkay Employees Welfare Trust" an independent ESOP Trust which is administrating ESOP 2010 Scheme of the Company. As on 31st March, 2012, out of the said loan, the trust has purchased 7,54,648 (till previous year 6,20,000) equity shares of the Company from the market for stock options granted/to be granted from time to time to the eligible employees. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised options at the end of the respective exercise period. As on 31st March, 2012, no Options have vested to the eligible employees. The current market value of the shares held by the said trust is lower than the cost of acquisition by Rs 363.24 Lacs which is on account of market volatility. The impact of fall in market value, if any would be appropriately considered by the company in its Statement of Profit and Loss at the time of exercise of options by the eligible employees.

5. Capital Work in progress represents, fixed assets acquired but not put to use before year end and expenses incurred pertaining thereto.

6. Debit and Credit balances are subject to confirmation.

7. Disclosure on retirement benefits as required in Accounting Standard 15 (AS - 15) on "Employee Benefits" are given below:

(i) Defined Contribution Plan

The Company has recognized the following amounts in Statement of Profit and Loss towards Contribution to Defined Contribution Plans which are included under "Contribution to Provident fund and other funds":

(ii) Defined Benefit Plan

The details of the Company's post retirement benefit plan for gratuity for its employees in conformity with the principles set out in AS -15 which has been determined by an Actuary appointed for the purpose and relied upon by the Auditors are given below :

8. In the opinion of Board of Directors, the assets other than fixed assets and non-current investements have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

9. Contingent Liabilities and Commitments:-

(A) Contingent Liabilities:-

Particulars As at 31st March,2012 As at 31st March,2011 Amount (Rs) Amount (Rs) (i) Claims against the company not acknowledged as debts 20,06,137 3,75,000

(ii) Guarantees issued by the Banks 1,072,500,000 1,087,500,000

(iii) Corporate gurantee issued in favour of a bank to secure credit facilities sanctioned by the bank to Emkay Commotrade Limited ( a Subsidiary Company) 80,000,000 80,000,000

(iv) Income Tax matters in appeal 24,116,896 21,136,631

10. (a) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the company in its own name in a fiduciary capacity. Depending upon business needs of the company, some of these shares are lodged with the exchanges towards additional base capital/ exposure.

(b) Fixed Deposits taken out from banks by the clients in the name of company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/exposure/margin requirements of the Company.

11. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

12. Miscellaneous income includes gain on foreign currency transactions and translations ofRs 88,160/- (P.Y. loss ofRs 41,607/-)

13. Expenses and income includes Rs NIL (P.Y. Rs 57,350/-) and Rs. NIL (P.Y. Rs 2,86,763/-) respectively pertaining to earlier years.

14. Other current liabilities includes Rs 12,37,061/- (P.Y. Rs 10,57,909/-) being aggregate amount of deposits in Company's bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

15. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

16. Assets taken on Operating Leases (on and after 1st April, 2003)

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs 4,34,58,978/- (P.Y. Rs 6,09,31,691/-)

(b) The future minimum lease payments in respect of non-cancellable operating leases are as follows:

17. Segment information

(a) Primary Segment:

The Company's operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment:

The company operates in India and hence there are no reportable Geographical Segments.

18. Pursuant to the Notification No.447(E) dated February 28,2011 and Notification No. 653(E) dated March 30,2011, issued by the Ministry of Corporate Affairs, the Company has prepared its financial statements for the year ended March 31,2012 as per revised Schedules VI to the Companies Act, 1956. Accordingly, the previous year's figures have been regrouped / reclassified, wherever required to align the financial statements to the revised format.

19. Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the company.

20. Figures in brackets indicates previous years figures.

21. Figures have been rounded off to the nearest rupees.


Mar 31, 2011

1. Figures of the previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

2. Employees Stock Option Schemes

Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with companys Employees Stock Option Schemes :-

b) i) The Company introduced ESOP – 2010 Scheme during the year and set up "Emkay Employees Welfare Trust" to administer and implement this in accordance with recommendations of the Remuneration / Compensation Committee of the Company. The said trust shall purchase shares of the Company from the Stock / Secondary Market from time to time and hold this pool of shares for the benefit of the Employees / Employee Directors. The Company may also grant financial assistance to the trust for this purpose with or without interest. The trust shall grant options to the employees in accordance with the directions and recommendations of the Remuneration / Compensation Committee. Each option would entitle an option holder to acquire one equity share of the Company from the trust. All present and future Permanent Employees and/or Employee Directors of the Company (excluding Promoter Employees and/or Promoter Directors) selected by the Remuneration / Compensation Committee from time to time would be entitled to participate in this Scheme.

(ii) For the above purpose, the Company during the year granted interest free loan of Rs. 5,31,00,000/- to the trust for the equity shares bought by the said trust. The repayment of the loan granted by the Company to the trust is dependent on the exercise of the options by the eligible employees and the market price of the underlying shares of the unexercised options at the end of the respective exercise period.

d) The fair value and other disclosures and assumptions are given below :

(iii) Other disclosures and assumptions :

-Expected volatility considered is on the basis of stock prices of the company on National Stock Exchange of India Ltd. (N SE) from 28th April, 2006 (i.e. date of Listing on exchanges) till the respective grant date.

-Risk free interest rate considered is the interest rate applicable for maturity equal to the expected life of the options based on the zero- coupon yield curve for government securities.

-Time to Maturity considered is the period for which the company expects the options to be live taking into account the vesting period, average lengths of time of similar grants which have remained outstanding in the past etc.

-Expected Dividend yield considered is the average of dividend yields for the preceding years to the year of grant, in which dividends have been paid.

-Exercise price considered is the price decided by the company to be the Exercise price.

-Current Price of the underlying share considered is the closing market price of the companys equity shares on NSE on the date of grant.

f) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

3. Capital Work in progress represents capital advances, fixed assets acquired but not put to use before year end and expenses incurred pertaining thereto.

4. Debit and Credit balances are subject to confirmation.

6. (b) Contribution to Group Gratuity Scheme and Premium paid for Group Personal Accident Policy, Group Mediclaim Insurance Policy and Group Term Life Insurance Policy has not been considered, as employee-wise details are not available.

(c) In view of inadequate profits during the year, remuneration of Managing Directors for part of the year i.e. from 1st October, 2010 to 31st March, 2011 is restricted to the amounts permissible under Schedule XIII to the Companies Act, 1956.

(d) Consequent to (c) above, excess managerial remuneration paid of Rs. 42,03,182/- is recoverable from Managing Directors and included in "Advances recoverable in cash or kind or for value to be received."

7. In the opinion of Board of Directors, the current assets, loans and advances have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

8. (i) Details of Contingent Liabilities and Guarantees:-

Sr. As at As at 31st March, 2011 31st March, 2010 No. Particulars (Rs.) (Rs.)

1. Guarantees issued by the Banks (Net of 528,750,000 548,750,000 Margin money being fixed deposits with Banks)

Add : Margin money being fixed deposit with Banks 558,750,000 548,750,000

Guarantees issued by the Banks 1,087,500,000 1,097,500,000

2. Corporate guarantee issued in favour of a bank to secure credit 8,00,00,000 8,00,00,000 facilities sanctioned by the bank to Emkay Commotrade Limited (a Subsidiary Company)

3. Income Tax matters in appeal 21,136,631 17,411,067

(ii) Capital Commitments

Estimated amounts of contracts remaining to be executed on capital account and not provided for (net of advance) Rs. 18,61,69,299/- (P.Y. Rs. 72,865/-)

9. (a) Fixed Deposits lodged with Exchanges towards Security Deposit/Base Minimum Capital/ Additional Base Capital

(b) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the company in its own name in a fiduciary capacity. Depending upon business needs of the company, some of these shares are lodged with the exchanges towards additional base capital/ exposure.

(c) Fixed Deposits taken out from banks by the clients in the name of company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/ exposure/ margin requirements of the Company.

10. There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

11. Fixed Deposits with Banks of Rs. 23,12,50,000/- (P.Y. Rs. 30,62,50,000/-) have been pledged against short term loans/ overdraft facilities.

12. Miscellaneous Expenses includes Foreign Exchange Rate Difference of Rs. 41,607/- (P.Y. Rs. 26,043/-).

13. Expenses and income includes Rs. 57,350/- (P.Y. Rs. 1,00,90,625/-) and Rs. 2,86,763/- (P.Y. Rs. Nil) respectively pertaining to earlier years.

14. (a) Sundry Debtors include Rs. 110/- (P.Y. Rs. 3,54,870/-) due from Managing Directors. [ Maximum amount outstanding during the year Rs. 11,22,512/- ( Rs. 1,26,74,161/-) ].

15. Other liabilities includes Rs. 10,57,909/- (P.Y. Rs. 16,23,297/-) being aggregate amount of deposits in Companys bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

16. During the financial year, the company has received claims/complaints aggregating to Rs. 127.82 Lacs from clients with respect to their accounts. The Management do not expect any liability from these claims/complaints. However, liability if any, shall be provided at the appropriate time.

19. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfill- ment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

20. Assets taken on Operating Leases (on and after 1st April, 2003) :-

(a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 6,09,31,691/- (P.Y. Rs. 6,12,17,320/-).

22. Segment information

(a) Primary Segment:

The Companys operations relate to one reportable business segment namely "Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment:

The company operates in India and hence there are no reportable Geographical Segments.

24. Related Party disclosures:

(A) List of Related Parties (where transactions have taken place)

Sr. No. Name of Related Party Nature of Relationship

1 Key management personnel/ individuals having control or significant influence

a) Krishna Kumar Karwa Managing Director & CFO

b) Prakash Kacholia Managing Director

2 Relatives of key management personnel

a) Priti Karwa }

b) Raunak Karwa }

c) Soumya Karwa }

d) Geetadevi Karwa } Relatives of Managing Director & CFO

e) Murlidhar Karwa HUF }

f) Krishna Kumar Karwa HUF }

g) Preeti Kacholia ]

h) Krishna R. Kacholia ] Relatives of Managing Director

i) Deepak Kacholia ]

j) Prakash Kacholia HUF ]

3 Enterprises owned/ controlled by key management personnel or Enterprises owned/ controlled by key management their relatives personnel or their relatives

a) Cambridge Securities

b) Synthetic Fibres Trading Company

c) Emkay Corporate Services Pvt. Ltd.

d) Krishna Investments

4 Subsidiaries Subsidiary

a) Emkay Fincap Limited

b) Emkay Commotrade Limited

c) Emkay Insurance Brokers Limited

d) Emkay Investment Managers Limited

5 Others Others

a) Emkay Employees Welfare Trust

27. No Remittance in foreign currencies for dividends.

28. Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the company.

29. Figures in brackets indicates previous years figures.

30. Figures have been rounded of to the nearest rupees.

31. Schedule A to T forms an integral part of the Financial Statements of the Company.


Mar 31, 2010

1 Figures of the previous year have been regrouped, recasted and rearranged wherever necessary to make them comparable with the figures of the current year.

2 Employees Stock Option Schemes

Disclosure required pursuant to "Guidance Note on Accounting for Employee Share- based payments" in connection with companys Employees Stock Option Schemes :-

(iii) Other disclosures and assumptions :

- Expected volatility considered is on the basis of stock prices of the company on National Stock Exchange of India Ltd. (NSE) from 28th April, 2006 (i.e. date of Listing on exchanges) till the respective grant date.

- Risk free interest rate considered is the interest rate applicable for maturity equal to the expected life of the options based on the zero-coupon yield curve for government securities.

- Time to Maturity considered is the period for which the company expects the options to be live taking into account the vesting period, average lengths of time of similar grants which have remained outstanding in the past etc.

- Expected Dividend yield considered is the dividend yield for the preceding 2 years to the year of grant.

- Exercise price considered is the price decided by the company to be the Exercise price.

- Current Price of the underlying share considered is the closing market price of the companys equity shares on NSE on the date of grant.

e) The fair value and other disclosures and assumptions have been determined by an independent consultant and relied upon by the Auditors.

3 Capital Work in progress represents capital advances, fixed assets acquired but not put to use before year end and expenses incurred pertaining thereto.

4 Debit and Credit balances are subject to confirmation.

(b) In addition to managerial remuneration of Rs. 94,08,000/- paid to the Managing Directors as permissible under Schedule XIII to the Companies Act, 1956 during the previous year ended 31st March, 2009, a further sum of Rs. 1,00,63,759/- for the said year has been paid and accounted during the current year on receipt of requisite approvals of shareholders and Central Government.

5 In the opinion of Board of Directors, the current assets, loans and advances have value on realisation in ordinary course of business at least equal to the amount at which they are stated except as otherwise stated.

(b) Shares (i) received from clients/ Remisiers/ Sub-brokers as collateral for margins/ security deposits, (ii) of clients, withheld against their outstanding balances, are held by the company in its own name ina fiduciary capacity. Depending upon business needs of the company, some of these shares are either lodged with the exchanges towards additional base capital/ exposure and /or pledged to banks towards borrowings.

(c) Fixed Deposits taken out from banks by the clients in the name of company as collateral for their margin requirements are lien marked directly in favor of stock exchanges through their custodians and are utilized towards additional base capital/ exposure/ margin requirements of the Company.

5 There are no amounts payable to any micro, small and medium enterprises as identified by the management from the information available with the Company and relied upon by auditors.

6 Fixed Deposits with Banks of Rs. 30,62,50,000/- (P.Y. Rs. 30,62,50,000/-) have been pledged against short term loans/ overdraft facilities.

7 Miscellaneous Expenses includes Foreign Exchange Rate Difference of Rs. 26,043/- (P.Y. Rs. 1,31,150/-).

8 Expenses and income includes Rs. 1,00,90,625/- (P.Y. Rs. 1,40,775/-) and Rs. Nil (P.Y. Rs. 9,96,237/- ) respectively pertaining to earlier years.

9 Sundry Debtors include :

a) Rs. 3,54,870/- (P.Y. Rs. 44/-) due from Managing Directors. [Maximum amount outstanding during the year Rs. 1,26,74,161/-

(P.Y. Rs. 1,04,38,195/-

b) Rs. Nil (P.Y. Rs. 772/-) due from a private company in which Managing Directors are Directors.

10 Other liabilities includes Rs. 16,23,297/- (P.Y. Rs. 19,69,419/-) being aggregate amount of deposits in Companys bank accounts made directly by clients whose details are awaited. The liabilities are properly adjusted subsequently on receipt of information from them.

11 Assets taken on Operating Leases (on and after 1st April, 2003) :- (a) The Company has taken various commercial premises under operating leases. These lease arrangements are normally renewable on expiry. The rental expenses (net of recovery) in respect of above operating leases is Rs. 6,12,17,320/- (P.Y. Rs. 6,26,43,787/-).

12 Segment information

(a) Primary Segment:

The Companys operations relate to one reportable business segment namely " Advisory and Transactional Services" comprising of Broking & Distribution of Securities, Investment Banking and other related Financial Intermediation Services.

(b) Secondary Segment:

The company operates in India and hence there are no reportable Geographical Segments.

(C) Related Parties are identified by the management and relied upon by the Auditors.

(D) No balances in respect of Related Parties have been written off.

13 Related Party disclosures:

(A) List of Related Parties (where transactions have taken place)

Sr. No. Name of Related Party Nature of Relationship

1 Key management personnel/ individuals having control or significant influence

a) Shri Krishna Kumar Karwa Managing Director & CFO

b) Shri Prakash Kacholia Managing Director

2 Relatives of key management personnel

a) Priti Karwa

b) Raunak Karwa

c) Soumya Karwa Relatives of Managing Director & CFO

d) Geetadevi Karwa

e) Murlidhar Karwa HUF

f) Krishna Kumar Karwa HUF

g) Preeti Kacholia h) Krishna R. Kacholia Relatives of Managing Director

i) Deepak Kacholia

j) Prakash Kacholia HUF

3 Enterprises owned/ controlled by key management Enterprises owned/ controlled by key personnel or their relatives management personnel or their relatives

a) Cambridge Securities

b) Synthetic Fibres Trading Company

c) Emkay Corporate Services Pvt. Ltd.

4 Subsidiaries Subsidiary

- Emkay Fincap Limited

- Emkay Commotrade Limited

- Emkay Insurance Brokers Limited

14) Other additional information required pursuant to Part II of Schedule VI to the Companies Act, 1956 are not applicable to the company.

15) Figures in brackets indicates previous years figures.

16) Figures have been rounded off to the nearest rupees.

17) Schedule A to T forms an integral part of the Financial Statements of the Company.

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