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Directors Report of Inditrade Capital Ltd.

Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the 23rd Annual Report of your Company and the Audited Financial Statements of Accounts for the financial year ended 31 March 2017.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars

Standalone

Consolidated

2017

2016

2017

2016

Total Revenue

27.00

22.14

50.17

49.26

Total Expenditure

23.77

18.48

39.65

28.55

Profit/(Loss) before Tax

3.23

3.65

10.52

20.71

Finance Cost

0.00

0.16

0.95

0.47

Tax Expense

0.28

0.51

2.61

3.41

Exceptional Item

0.00

0.00

0.00

0.00

Profit /(Loss) for the period (before minority interest, incase of consolidated)

3.23

3.65

7.91

20.71

Profit /(Loss) after tax and minority interest

2.95

3.14

5.51

10.73

Reserves & Surplus

59.10

56.15

75.00

68.88

RESULTS OF OPERATIONS

During the year under review, the Company along with its subsidiaries provided a bouquet of services to its clients and also forayed into microfinance business. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities.

On a standalone basis, during the year under review, your Company had earned revenue of Rs. 27.00 Crores as against Rs. 22.14 Crores in the previous year. The expenditure incurred was Rs. 23.77 Crores as against Rs. 18.48 Crores in the previous year, resulting in an after tax profit of Rs. 2.95 Crores as against an after tax profit of Rs. 3.14 Crores in previous year. Despite the challenging business environment, the Company has continued to be profitable during the year under review.

The total consolidated revenue of your Company for the year ended 31 March, 2017 was Rs. 50.17 Crores as against Rs.49.26 Crores in the previous year and the expenditure incurred was Rs. 39.65 Crores against Rs. 28.55 Crores in the previous year which resulted in a consolidated profit before taxes of Rs. 10.52 Crores as against Rs. 20.71 Crores during the previous year. After tax expense of Rs. 2.61 Crores and minority interest of Rs. 2.40 Crores, the consolidated profit for the year stood at Rs. 5.51 Crores as against Rs. 10.73 Crores in the previous year.

SUBSIDIARY COMPANIES

At the beginning of the year, the Company had 4 (four) direct subsidiaries and 1 (one) step-down subsidiary. A broad overview of the financials of the Subsidiaries of your Company is presented separately in AOC -1, attached as Annexure-1.

During the year under review, further expansion was made by the Company by acquiring new Companies and making further investments in its subsidiaries. The details of investments made in subsidiaries and acquisitions of new Companies are as follows:

a) Inditrade Microfinance Limited

During the year under review, the Company ventured into the Microfinance business by subscribing to 36,85,000 (Thirty Six Lakh Eighty Five Thousand) equity shares of Rs. 10/- (Rupees Ten only) each, constituting 67% of the Paid up Capital of Tree Microfinance Limited (CIN: U67190TN2016PLC103904) on 9 May 2016,thereby making it a Subsidiary of the Company. Tree Microfinance Limited, is a Company incorporated on 29 January 2016 under the Companies Act, 2013 having its registered office at 15, Padmanaba Street, T. Nagar, Chennai, Tamil Nadu, India - 600017. Subsequently, the name of Tree Microfinance Limited was changed to Inditrade Microfinance Limited and the registered office of the Company was shifted to 153 and 155, South West Boag Road, T. Nagar, Chennai, Tamil Nadu - 600017.

The Reserve Bank of India has issued certificate of Registration dated 27 March 2017 to Inditrade Microfinance Limited to commence/ carry on the business of non-banking financial institution without accepting public deposits.

b) Inditrade Commodities Trading Limited

During the year under review, Inditrade Business Consultants Limited, a wholly owned subsidiary of the Company, entered into a Share Purchase Agreement with Edel Commodities Limited to acquire its entire stake in Edel Commodities Trading Limited (wholly owned subsidiary of Edel Commodities Limited). As a result of such acquisition, Edel Commodities Trading Limited along with its wholly owned foreign subsidiaries, Edelweiss Commodities Chad SARL and Edelweiss Commodities Nigeria Limited, became the wholly owned subsidiaries of Inditrade Business Consultants Limited and step down subsidiaries of Inditrade Capital Limited.

However, during the year under review, Edel Commodities Trading Limited sold its entire stake in its wholly owned foreign subsidiaries, Edelweiss Commodities Chad SARL and Edelweiss Commodities Nigeria Limited. Consequently, Edelweiss Commodities Chad SARL and Edelweiss Commodities Nigeria Limited ceased to be the subsidiaries of the Company with effect from 01 January 2017.

The name of Edel Commodities Trading Limited was also changed to Inditrade Commodities Trading Limited, during the year under review.

c) Inditrade Derivatives and Commodities Limited

At the beginning of the year, your Company was holding 91.5% of the paid up equity share capital of Inditrade Derivatives and Commodities Limited. During the year under review, the Company subscribed to further 18,00,000 (Eighteen Lakhs) equity shares at the face value of Rs. 10/-(Rupees Ten only) each, resulting in an increase in the equity shareholding by the Company to 95.75% of the paid up equity share capital of Inditrade Derivatives and Commodities Limited.

d) Inditrade Business Consultants Limited

At the beginning of the year, Inditrade Business Consultants Limited was the wholly owned subsidiary of the Company. During the year under review, Inditrade Business Consultants Limited acquired the entire stake in Edel Commodities Trading Limited along with that of its wholly owned foreign subsidiaries, Edelweiss Commodities Chad SARL and Edelweiss Commodities Nigeria Limited, pursuant to the Share Purchase Agreement entered with Edel Commodities Limited (Holding Company of Edel Commodities Trading Limited). In accordance with the Share Purchase Agreement entered into with Edel Commodities Limited, 10,000 equity shares of Inditrade Business Consultants Limited were issued to Edel Commodities Limited. As a result, Inditrade Business Consultants Limited ceased to be the wholly owned subsidiary of the Inditrade Capital Limited.

During the year under review, the Company subscribed to a further 60,00,000 (Sixty Lakh) equity shares of Rs. 10 each of Inditrade Business Consultants Limited at par. As a result, the present equity share holding of your Company in Inditrade Business Consultants Limited is 60,99,994 (Sixty Lakhs Ninety Nine Thousand Nine Hundred and Ninety Four)equity shares constituting approximately 99.84% of the total equity share capital.

As on 31 March 2017, the Company has 4 (four) direct subsidiaries, 2 (two) step-down subsidiaries.

ACCOUNTS OF SUBSIDIARIES

The Board of Directors (including Audit Committee) has reviewed the affairs of the Subsidiaries and the salient features of the financials of Subsidiary Companies are provided in the prescribed format AOC -1.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company''s website www.inditrade.com under section Investor Relations. The Company shall furnish a hard copy of the detailed accounts of the subsidiaries to any shareholder on demand.

RECLASSIFICATION OF PROMOTERS

During the year under review, pursuant to the consent of the shareholders and the approval of BSE Limited as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Sudip Bandyopadhyay, M/s. Juno Moneta Technologies Private Limited and M/s. A.T. Invofin India Private Limited were classified as the Promoters of the Company and M/s. Baring India Private Equity Fund III Listed Investments Limited was reclassified under the Public category.

RESERVES

During the year under review, no amount from profit was transferred to reserves.

DIVIDEND

The Board of Directors do not recommend any dividend to the shareholders for the financial year 2016-2017 since the surplus is intended to be ploughed back into the business for its future expansion plans.

DETAILS OF UTILIZATION OF IPO PROCEEDS:

(Amount in Lakhs)

Particulars

Envisaged in the prospectus

Change in utilization1

Amount utilized till 31.03.2016

Utilized during the year ended 31.03.2017

Total fund Utilized

(Including change in utilization)

Amount

remaining to be utilized

Middle East Operations

560

(366.66)

193.34

-

193.34

-

Technology Up gradation

-

Computer Software

-

110

-

110

-

Computer Hardware

50

50

-

Regional Office

600

-

628.81

-

628.81

-

Issue Expenses

130

-

147.86

-

147.86

-

Opening new branches in India

-

200

155.37

44.63

200

-

Infrastructure development for i-trade

-

40

15.47

24.53

40

-

Other infrastructural requirements.

-

126.66

126.66

-

126.66

-

Total

1,450.00

-

1,427.51

69.16

1,496.67

-

Means of Finance

-

Issue Proceeds

-

-

-

-

1,450.00

-

Internal Accruals

-

-

-

-

46.67

-

Total Utilized

-

-

-

-

1,496.67

-

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 in Form MGT-9 is attached as Annexure II.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adherence to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholders value.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s BVR & Associates, Kochi, Practicing Company Secretary Firm, forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) consisting of the following directors as members:

1. Ms. Jhuma Guha

2. Mr. K.A. Somasekharan

3. Mr. B. G. Daga

As per Section 135 read with Companies (Corporate Social Responsibility) Rules, 2014 and Schedule VII of the Companies Act, 2013, the Company is required to spend at least 2% of the average net profits of the three immediately preceding financial years on CSR-related activities (specified in Schedule VII of the Companies Act, 2013). Accordingly, the Company was required to spend Rs. 6,41,470/- (Rupees six lakhs forty one thousand four hundred and seventy only) towards CSR activities specified in Corporate Social Responsibility Policy (CSR Policy) of the Company. As per the recommendations of CSR committee, the Company has spent Rs. 3,00,000/- (Rupees three lakhs only) on CSR activities by way of donation to the Society for the Education of the Crippled (Child and Adult), Maharashtra a NGO which was established in 1958. The annual report on Corporate Social Responsibility activities undertaken by the Company is attached as Annexure III.

The CSR Policy is available on the Company''s website in the below mentioned link: http://www.inditrade.com/Pdf/CSR Policy ICL.pdf

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met 6 (six) times during the financial year 2016-17 on 08 April 2016; 29 April 2016; 23 May 2016; 10 August 2016;

09 November 2016 and 06 February 2017. The maximum interval between the two meetings did not exceed 120 days. Details of the composition of the Board Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Company had prepared a Nomination and Remuneration policy for performance evaluation of the Chairman, individual Directors, Board and its Committees, and the policy also includes the criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy has been framed in accordance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement [now replaced by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]. The Nomination and Remuneration Committee of the Company oversees the implementation of the Nomination and Remuneration policy of the Company. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report.

The Nomination and Remuneration Policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and senior management employees including functional heads. The Nomination and Remuneration policy of the Company is available on the Company''s website:

http://www.inditrade.com/Pdf/Inditrade Capital-Remuneration Policy.pdf

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the Board, the appointment of any new Directors/Key Managerial Personnel or removal of the existing Directors/ Key Managerial Personnel. The Committee shall recommend to the Board as to whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company decides whether to appoint a new Director/Key Managerial Personnel or remove an existing Director/s/ Key Managerial Personnel, as the case may be.

Evaluation by Board of its performance and that of its committees and individual Directors;

The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors have also evaluated the performance of Independent and Non independent Directors, performance of the Board as a whole and that of the Chairman.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company consisted of four Directors at the beginning of the financial year namely Mr. B. G Daga (Non Executive Independent Director), Mr. K A Somasekharan (Non Executive Independent Director), Ms. Jhuma Guha (Non Executive Director) and Mr. Giri Krishnaswamy (Non Executive Director). During the year under review, Mr. Giri Krishnaswamy resigned as the Director and Mr. Gurmeet Singh was appointed as Director of the Company. The Board had placed on record its appreciation for the valuable contribution made by Mr. Giri Krishnaswamy during his tenure as the Director of Company.

During the year under review, Ms. Geniya Banerjee resigned from the post of Chief Financial Officer of the Company and she was relieved from the services of the Company with effect from the close of business hours on 08 July 2016. Mr. Naveen Kumar Jain was appointed as the Chief Financial Officer (CFO) of the Company with effect from 10 August 2016.

The members of the Company at its meeting held on 23 September 2015 had appointed Mr. Vinod Mohan as the Manager of the Company for a period of 2 years commencing 11 November 2014. His term of office expired on 10 November 2016, and the Board of Directors on the recommendation of the Nomination and Remuneration Committee re-appointed Mr. Vinod Mohan as the Manager of the Company for a further period of 3 years effective from 11 November 2016 subject to the approval of members of the Company.

Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for relevant details including qualifications and experience of the Directors and the Key Managerial Personnel for taking an informed decision regarding their appointment.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

- Mr. Vinod Mohan - Manager & Company Secretary

- Mr. Naveen Kumar Jain - Chief Financial Officer Declaration by Independent Directors

The Independent Directors of the Company have given declarations that they have met the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage the employees to participate in the growth of the Company. The Securities and Exchange Board of India introduced the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations”) on 28 October 2014. The Company, during the year under review, substituted and made modifications to the

ESOP scheme and the ESOP Trust constituted to administer the scheme, in line with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014.

The Board of Directors in order to rationalize/ rearrange / update/ amend the existing provisions of ESOP plan and to make it more effective and aligned it with the prevailing laws and regulations i.e. changes in definitions, rearrangement of paragraphs, removal of lock-in, introducing a clause on severability, reference to SEBI updated regulations, etc., the approval of members is sought in terms of Regulations of the SEBI (Share Based Employee Benefits) Regulations, 2014.

Disclosure as required under Regulation 14 of SEBI Circular - CIR/CFD/POLICY CELL/2/2015 dated 16 June, 2015 has been made available at the Company website at www.inditrade.com.

FIXED DEPOSITS

During the year, your Company does not hold/not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure as stipulated under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note 10, 11 and 24 to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year were in compliance with the applicable provisions of the Companies Act, 2013, the Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''s website:

http://www.inditrade.com/Pdf/Inditrade RPT Policy.pdf.

Particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure V.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis report, is presented in a separate section forming part of the Annual Report.

STATUTORY AUDITORS

M/s. Haribhakti & Co. LLP, Chartered Accountants, Chennai, was appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 20th Annual General Meeting held on 26 September 2014 till the conclusion of the fourth consecutive Annual General Meeting to be held in the year 2018. Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at the ensuing Annual General Meeting.

The Company has received letters from M/s. Haribhakti & Co. LLP, Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from appointment as Statutory Auditors of the Company.

There are no audit qualifications, reservations or adverse remarks from the Statutory Auditors during the year under review.

SECRETARIAL AUDIT

M/s. SVJS & Associates, Practicing Company Secretaries, Kochi was appointed to conduct the Secretarial Audit of the Company for the financial year 2016-2017 as required under Section 204 of the Companies Act, 2013 and the rules made there under.

The Secretarial Audit Report for the financial year 20162017 forms a part of the Annual Report and is attached as Annexure VI.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities of the Company, the information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014 relating to Energy Conservation, Technology Absorption is not applicable. However, the effort made by the Company towards technology absorption includes the following:

I. Adoption of the latest state of-the-art Datacentre, software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

II. Implemented Server virtualization to reduce the Server, Power and Management foot prints.

III. Implemented the Log management to identify detailed server, network and application issues and proactively clear them so that they do not affect the trading platform.

The Company had no foreign exchange earnings or outgo during the period under review.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls, including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staff employed by the Company, the Company has also appointed Internal Auditors from outside the Company to review and monitor the internal financial controls and their adequacy. The internal financial controls are adequate and commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to assist the Board in:

(a) overseeing and approving the Company''s enterprise wide risk management framework;

(b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed.

The Policy is regularly reviewed by the Board. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company also conducts external research to identify external threats, internal audit and internal surveys to identify internal risks.

The Risk Management Policy has been uploaded on the Company''s website and also available for verification at the below mentioned link: http://www.inditrade.com/Pdf/Risk Managment Policy ICL. pdf

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a vigil mechanism/ Whistle Blower Policy for Directors and employees pursuant to section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The vigil mechanism provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avails the mechanism and also provide for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The vigil mechanism is available in the website of the Company in the below mentioned link: http://www.inditrade.com/Pdf/Vigil%20Mechanism%20 Whistle%20Blower%20Policy Inditrade.pdf

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

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17:

- No of complaints at the beginning of the year 2016-2017: NIL

- No of complaints received: NIL

- No of complaints disposed off: NIL

- No of complaints at the end of the year 2016-2017: NIL

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm:

(a) That in the preparation of the annual accounts for the financial year ending 31 March 2017, the applicable Accounting Standards have been followed and there are no material departures.

(b) That the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2017 and of the profit of the Company for the financial year ended on that date.

(c) That the Directors have 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) That the Directors have prepared annual accounts for the financial year ended 31 March 2017 on a ''going concern'' basis.

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company''s bankers for the assistance, cooperation and encouragement extended to the Company. Your Directors wish to place on record their appreciation for the contributions made by the employees at all levels for their efforts, hard work and support which are indispensible for the Company. Your involvement as shareholders is also greatly valued and your Directors look forward to your continued support.

For and on behalf of the Board

Sd/- Sd/-

Date : 25 May 2017 B G Daga Jhuma Guha

Place : Kochi Director Director

DIN: 00004858 DIN:00007454


Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 22nd Annual Report of your Company and the Audited Financial Statements of Accounts for the financial year ended 31st March, 2016.

Financial Results (Rs.in crore)

Particulars

Standalone

Consolidated

2016

2015

2016

2015

Total Revenue

22.14

22.97

49.26

40.60

Total Expenditure

18.48

15.35

28.55

25.03

Profit/(Loss)Before Tax

3.65

7.62

20.71

15.57

Finance Cost

0.16

0.16

0.47

0.03

Tax Expense

0.51

0.08

3.41

2.43

Exceptional Item

-

-

-

-

Profit /(Loss) for the period (before minority interest, in-case of consolidated)

3.65

7.62

20.71

15.57

Profit /(Loss) after tax and minority interest

3.14

7.54

17.30

13.13

Reserves & Surplus

56.15

53.01

68.88

58.15

Results of Operations

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities. The Company intends to offer more gamut of services to the clients.

On a standalone basis, during the year under review, your Company had earned revenue of Rs. 22.14 crores as against Rs. 22.97 crores in the previous year. The expenditure incurred was Rs. 18.48 crores as against Rs. 15.35 crores in the previous year, resulting in a profit of Rs. 3.14 crores as against profit of Rs. 7.54 crores in previous year. Despite the challenging business environment, the Company has continued to be profitable during the year under reference.

The total consolidated revenue of your Company for the year ended 31st March 2016 was Rs. 49.26 crores as against Rs. 40.60 crores in the previous year and the expenditure incurred was Rs. 28.55 crores as against Rs. 25.03 crores in the previous year which resulted in a consolidated profit before taxes of Rs. 20.71 crores as against Rs. 15.57 crores during the previous year. After tax expense of Rs. 3.41 crores and minority interest of Rs.6.57 crores, the consolidated profit for the year stood at Rs. 10.73 crores as against Rs. 10.32 crores in the previous year.

Subsidiary Companies

Your Directors present herewith a broad overview of the financials of the Subsidiaries of your Company:

a) Inditrade Derivatives and Commodities Limited

Inditrade Derivatives and Commodities Limited recorded total revenue of Rs. 5.31 crores as against Rs. 5.19 crores during the previous year. The expenditure during the year stood at Rs. 5.46 crores, which resulted in a loss of Rs. 0.14 crores as against a loss of Rs. 0.79 crores in the previous year.

b) JRG Fincorp Limited

JRG Fincorp Limited recorded total revenue of Rs.21.87 crores as against Rs.12.60 crores during the previous year. The expenditure during the year stood at Rs.3.73 crores, which resulted in a profit of Rs.18.13 crores before tax. The profit after tax for the year stood at Rs.15.28 crores as against profit of Rs.6.91 crores during the previous year.

c) Inditrade Business Consultants Limited

Inditrade Business Consultants Limited, recorded a loss before tax of Rs. 1.33 Crores as against a profit of Rs. 0.04 crores during the previous year. The loss after tax stood at Rs. 1.37 crores as against a loss of Rs. 0.02 crores during the previous year.

d) Inditrade Insurance Broking Private Limited

Inditrade Insurance Broking Private Limited recorded revenue of Rs. 0.62 crores as against Rs. 0.23 crores in the previous year. The total expenditure stood at Rs.0.52 crores, which resulted in a profit of Rs.0.1 crores before tax. The profit of the Company after tax stood at Rs.0.1 Crore as compared to the loss after tax of Rs.0.13 crores in the corresponding previous year.

ACCOUNTS OF SUBSIDIARIES

During the year, the Board of Directors (including Audit Committee) reviewed the affairs of the Subsidiaries and the salient features of the financials of Subsidiary Companies are provided in the prescribed format AOC -1 attached as Annexure-1.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the shareholders of the Company at the Registered Office of the Company and on the Company website www.inditrade. com. The Company shall furnish a hard copy of the detailed accounts of the subsidiaries to any shareholder on demand.

Recent Developments

The Company identified the growth and huge potential offered by the Microfinance business and has decided to foray into the Microfinance business. The Board of Directors at its meeting held on 29th April 2016, decided to invest in Tree Microfinance Limited (CIN: U67190TN2016PLC103904), a Company incorporated on 29th January, 2016 under the Companies Act, 2013 having its registered office at 15, Padmanaba Street, T. Nagar, Chennai, Tamil Nadu, India - 600017. The Company acquired 36,85,000 (Thirty Six Lakh Eighty Five Thousand) equity shares of Rs 10 each in Tree Microfinance Limited (constituting 67% of Paid up Capital), thereby making it the Subsidiary of the Company. Subsequently, the name of Tree Microfinance Limited was changed to Inditrade Microfinance Limited.

Reclassification of Promoters

Mr. Sudip Bandyopadhyay,M/s. Juno Moneta Technologies Private Limited and M/s.A. T. Invofin India Private Limited (Acquirers) entered into the Share Purchase Agreement (SPA) dated 7th September, 2015 with M/s.Duckworth Limited and M/s.Baring India Private Equity Fund III Listed Investments Limited (Sellers) the Promoters of the Company to acquire 1,13,80,000 (One Crore Thirteen Lakh Eighty Thousand) Equity Shares at a price of Rs 42.50 (Rupees Forty Two and Fifty Paisa Only) per Equity Share of the Company. Pursuant to the execution of the SPA, the Acquirers made an Open Offer to all Public Shareholders in accordance with Regulation 3(1) and 4 of the SEBI (SAST) Regulations 2011 to acquire up to 61,13,445 (Sixty One Lakh Thirteen Thousand Four Hundred Forty Five) Equity Shares constituting 26% (Twenty Six Percent) of the Share Capital of the Company at an offer price of Rs 42.50 (Rupees Forty Two and Fifty Paise Only) per Equity Share. In accordance with the SPA and Open Offer, the Acquirers shall be classified as the promoters of the Company replacing the existing promoters subject to the approval of the shareholders as per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Consequent the above, the Acquirers have acquired 1,67,44,461 (One Crore Sixty Seven Lakh Forty Four Thousand Four Hundred Sixty One) equity shares constituting 71.70% of the total share capital of the Company. The Board of Directors of the Company was reconstituted with the nominees of the Acquirers on 15th February 2016 and the then existing

Board Members resigned from the Board. Thereafter, M/s Duckworth Limited and Baring India Private Equity Fund III Listed Investments Limited vide letters dated 14th March, 2016 had requested for declassification as promoters of the Company.

As per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the shareholders in the general meeting is required for classifying Mr. Sudip Bandyopadhyay, M/s.Juno Moneta Technologies Private Limited and M/s.A.T.Invofin India Private Limited as the Promoters of the Company and for reclassifying M/s Baring India Private Equity Fund III Listed Investments Limited under the Public category.

The Board recommends the same to the Shareholders of the Company.

Reserves

During the year under review, your Company transferred Rs. 32,05,125/- to the General Reserve. No amount from profit was transferred to the reserves during the financial year under review.

Dividend

The Board of Directors do not recommend any dividend to the shareholders for the financial year 2015-2016 since the surplus is intended to be ploughed back into the business for its future expansion plans.

Details of Utilization Of IPO Proceeds: (Amount in lacs)

Particulars

Envisaged in the prospectus

Change in utilization*

Amount utilized till 31.03.2015

Utilized during the year ended 31.03.2016

Total fund Utilized (Including change in utilization)

Amount remaining to be utilized

Middle East Operations

560.00

(366.66)

193.34

-

193.34

-

Technology Up gradation

Computer Software

160.00

-

110.00

-

110.00

-

Computer Hardware

50.00

-

50.00

-

Regional Office

600.00

-

628.81

-

628.81

-

Issue Expenses

130.00

-

147.86

-

147.86

-

Opening new branches in India

-

200.00

144.00

11.37

155.37

44.63

Infrastructure development for i-trade

-

40.00

15.47

-

15.47

24.53

Other infrastructural requirements.

-

126.66

126.66

-

126.66

-

Total

1,450.00

-

1,416.14

11.37

1,427.51

69.16

Means of Finance

Issue Proceeds

1,380.84

Internal Accruals

46.67

Total Utilized

1,427.51


*In the Annual General Meeting of the Company held on 25th July 2009, the shareholders had consented for the change in the utilization of the aforesaid monies totaling to Rs.366.66 Lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospectus, inter alia, to utilize for expansion activities of the Company in for I-Trade and other infrastructure requirements.

Extract Of Annual Return

The extract of the Annual Return as provided under subsection (3) of section 92 of the Companies Act, 2013 in Form MGT-9 is attached as Annexure II.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). The Company strives to achieve fairness for all stakeholders and to enhance long term shareholder value.

As per Regulation 34 (3) and 71 (2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with the certificate from M/s BVR & Associates, Kochi, Practicing Company Secretary LLP conforming compliance forms an integral part of this Report.

Corporate Social Responsibility

During the financial year 2015-2016, the Corporate Social Responsibility Committee (CSR Committee) was constituted comprising Mr. P Viswanathan, Ms. Debanshi Basu and Mr. Munish Dayal as members. On 15th February 2016, the Committee was reconstituted with Ms. Jhuma Guha, Mr. K.A Somasekharan and Mr. B G Daga as members. The Committee during the financial year, formulated and approved Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The Committee was assigned with monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. As per the recommendations of CSR committee, the profits of the Company and the amount to be spent on CSR activities as per Section 135 of the Companies Act, 2013 were insufficient to initiate any significant project. The Board agreed with the recommendations of the CSR Committee and decided that in the forthcoming financial year, suitable project shall be identified and implemented for CSR initiatives. A report on Corporate Social Responsibility is attached as Annexure III.

The CSR Policy is also available on the Company’s website in the below mentioned link. (Ref: http://www.inditrade.com/ Pdf/CSR_Policy_ICL.pdf)

Board Meetings

The Board Meetings of the Company were held with requisite notice and with a valid quorum. The Board met 7 (Seven) times in the financial year 2015-16 on 20th May 2015, 10th August 2015,15th September 2015, 09th November 2015, 05th February 2016, 15th February 2016 and 08th March 2016. The maximum interval between the two meetings did not exceed 120 days. Details of the composition of the Board Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report which forms part of the Annual Report.

Committees Of The Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committee along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Company had devised a policy for performance evaluation of the Chairman, individual Directors, Board and its Committees, which also includes criteria for appointment and remuneration of Directors including Independent Directors, Key Managerial Persons and Senior Management. The Nomination and Remuneration policy was framed in accordance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement (now replaced by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015). The Company has constituted a Nomination and Remuneration Committee for overseeing and implementing the Nomination and Remuneration policy. The composition of the Nomination and Remuneration Committee and other relevant details are provided in the Corporate Governance Report. The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company.

The Nomination and Remuneration Policy spells out the criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and senior management employees including functional heads. The Nomination and Remuneration policy is attached as Annexure IV and is also available on the Company’s website.

(Ref: http://www.inditrade.com/Pdf/Inditrade_Capital-Remuneration_Policy.pdf)

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee is responsible for identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down in the Nomination and Remuneration Policy. The Committee shall also recommend to the board, the appointment of any new Directors or removal of the existing Directors. The Committee shall recommend to the Board as to whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of Independent Directors. After carefully evaluating and analyzing the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company shall decide whether to appoint a new Director or remove an existing Director as the case may be.

Evaluation by Board of its performance and that of its committees and individual directors;

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. The Board and the individual Directors has also evaluated the performance of Independent and Non-independent Directors, performance of the Board as a whole and that of the Chairman.

Directors and Key Managerial Personnel

The Board of your Company consisted of four Directors at the beginning of the financial year namely Mr. Munish Dayal, Ms. Debanshi Basu, Mr. B R Menon and Mr. P Viswanathan. During the year under review, the members approved the appointment of Mr. Vinod Mohan, the Company Secretary also as the Manager of the Company for a period of 2 years with effect from 11th November, 2014.

The Directors pursuant to the open offer made by the Acquirers, decided to resign from the Board as agreed with the Acquirers. Accordingly, Mr. Munish Dayal, Ms. Debanshi Basu, Mr. B R Menon and Mr. P Viswanathan resigned from the Board with effect from 15th February, 2016 and the new Directors, Mr. B G Daga (Non executive Independent Director), Mr. K A Somasekharan (Non executive Independent Director), Ms. Jhuma Guha (Non executive Director) and Mr. Giri Krishnaswamy (Non executive Director) were appointed. The present Board places on record its deep appreciation for the valuable contribution made by erstwhile Board during their tenure.

Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for relevant details including qualifications and experience of the Directors and the period of their appointment.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

- Mr. Vinod Mohan - Manager & Company Secretary

- Ms. Geniya Banerjee - Chief Financial Officer

Declaration by Independent Directors

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Employee Stock Option Plan (Esop)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. The Securities and Exchange Board of India introduced the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SEBI ESOP Regulations") on October 28, 2014. The Company plans to substitute and make modifications to the existing ESOP scheme and the JRG ESOP Trust constituted to administer the scheme to bring the same in line with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014. The old and the proposed new scheme are available at the Company Website at www.inditrade.com.

Disclosure as per Rule 11 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014 thereon is annexed to this report as Annexure V.

Disclosure as required under Regulation 14 of SEBI Circular

- CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015 has been made available at the Company Website at www. inditrade.com.

Fixed Deposits

During the year, your Company did not accept/renew any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

Particulars of Employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details/ particulars of employees referred to in Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VI.

Particulars of Loans, Guarantees or Investments

The details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note-10 to Financial Statements.

Particulars of Contracts or Arrangements With Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financial year were in compliance with the applicable provisions of the Companies Act, 2013, the Listing Agreement and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company’s website (URL: http://www.inditrade.com/Pdf/ Inditrade_RPT_Policy.pdf).

Particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure VII.

Management Discussion and Analysis Report

As stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management’s discussion and analysis, is presented in a separate section forming part of the Annual Report.

Statutory Auditors

M/s. Haribhakti & Co. LLP Chartered Accountants, Chennai, was appointed as the Statutory Auditors of the Company to hold the office from the conclusion of the 20th Annual General Meeting held on 26th September 2014 till the conclusion of fourth consecutive Annual General Meeting to be held in the year 2018. Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at this AGM.

The Company has received letters from M/s. Haribhakti & Co. LLP Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from appointment as statutory auditors of the Company.

There are no audit qualifications, reservations or adverse remarks from the Statutory Auditors during the year under review.

Secretarial Audit

M/s. SVJS & Associates, Practicing Company Secretaries, Kochi was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-2016 as required under Section 204 of the Companies Act, 2013 and the rules made there under.

The Secretarial Audit Report for the financial year 2015-2016 forms a part of the Annual Report and is attached as Annexure VIII.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of activities of the Company, the information required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014 relating to Energy Conservation, Technology Absorption is not applicable. However, the effort made by the Company towards technology absorption includes the following:

I. Adoption of the latest state of-the-art Datacentre, software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

II. Implemented Server virtualization to reduce the Server, Power and Management foot prints.

III. Implemented the Log management to identify detailed server, network and application issues and proactively clear them so that it will not affect the trading platform.

The Company had no foreign exchange earnings or outgo during the period under review.

Internal Financial Control and Its Adequacy

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls, including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staffs employed by the Company, the Company has also appointed Internal Auditors outside the Company to review and monitor the internal financial control and its adequacy. The internal financial controls are adequate and commensurate with the size and nature of business of the company.

Risk Management

The Company has framed and implemented a Risk Management Policy to assist the Board in

(a) overseeing and approving the Company’s enterprise wide risk management framework; (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed.

The Policy is reviewed and approved by the Board. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company also conducts external research to identify external threats, internal audit and internal surveys to identify internal risks.

The Risk Management Policy has been uploaded to the Company’s website and is also available for verification at the below mentioned link. (Ref: http://www.inditrade.com/Pdf/ Risk_Managment_Policy_ICL.pdf)

Vigil Mechanism/ Whistle Blower Policy

In order to address the genuine concerns and grievances of the Directors and Employees of the Company, the Company has established a vigil mechanism/ Whistle Blower Policy for directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Vigil Mechanism provides adequate safeguards against victimization of Director(s) or Employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Vigil Mechanism is available in the website of the Company in the link: http://www.inditrade.com/Pdf/Vigil%20 Mechanism%20Whistle%20Blower%20Policy_Inditrade.pdf

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

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress any complaint regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:

- No of complaints received: NIL

- No of complaints disposed off: NIL

Directors’ Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirm:

(a) That in the preparation of the annual accounts for the financial year ending 31st March, 2016, the applicable Accounting Standards had been followed and there are no material departures.

(b) That the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2016 and of the profit of the Company for the year ended on that date.

(c) That the Directors have 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) That the Directors have prepared annual accounts for the financial year ended 31st March, 2016 on a ''going concern’ basis.

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company’s bankers for the assistance, cooperation and encouragement extended to the Company. Your Directors wish to place on record their appreciation for the contributions made by the employees at all levels and whose efforts, hard work and support are inexplicable for the Company. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Date: 23rd May, 2016 Jhuma Guha Giri Krishnaswamy

Place: Kochi Director Director

DIN:00007454 DIN:05238555


Mar 31, 2015

DEAR MEMBERS,

The Directors are pleased to present the 21st Annual Report and the Company's audited accounts for the financial year ended March 31, 2015.

Financial results

(Rupees in crore)

Particulars Standalone

2015 2014

Total Revenue 22.97 15.37

Total Expenditure 15.35 16.28

Profit/(Loss)Before Tax 7.62 (0.91)

Finance Cost 0.16 0.12

Provision for Tax 0.08 -

Exceptional Item - -

Profit /(Loss) for the period 7.54 (0.91)

Profit /(Loss) after tax and - - minority interest

Particulars Consolidated

2015 2014

Total Revenue 40.60 31.96

Total Expenditure 25.03 32.88

Profit/(Loss)Before Tax 15.57 (3.82)

Finance Cost 0.03 0.08

Provision for Tax 2.43 0.96

Exceptional Item - 2.91

Profit /(Loss) for the period 15.56 (3.82)

Profit /(Loss) after tax and 10.32 (5.67) minority interest

Results of Operations

On a standalone basis, during the year under review, your Company had earned revenue of Rs. 22.97 crores as against Rs. 15.37 crores in the previous year. The expenditure incurred was Rs.15.35 crores as against Rs.16.28 crores in the previous year, resulting in a profit of Rs. 7.54 crores as against of loss Rs. 0.91 crores in previous year. The year ended with a positive outlook as the loss in the previous year has been replaced by profit in the current year.

The total consolidated revenue of your Company for the year ended 31st March 2015 was Rs.40.60 crores as against Rs. 31.96 crores in the previous year and the expenditure incurred was Rs.25 crores against Rs. 32.88 crores in the previous year which resulted in a consolidated profit before taxes of Rs. 15.56 crores as against a loss of Rs. 3.83 crores during the previous year.After tax expense of Rs.2.43 crores and minority interest of Rs.2.81 crores, the consolidated profit for the year stood at Rs. 10.32 crores as against a loss of Rs. 5.67 crores in the previous year.

Business Updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities. The Company intends to offer more gamut of service to the clients.

Recent updates

The Company's online presence is through its portal www. inditrade.com and Mobile App, empowering the clients to trade online across equities, commodities, currencies and mutual funds.

The Company's online clients increased by 15.68% while comparing with the previous year and the revenue generation attained to 31.71% of total revenue.

The Company has registered a trademark for it's mobile app - "MTrade - Trade On The Go"

Subsidiary Companies

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company:

a) Inditrade Derivatives and Commodities Limited

Commodity subsidiary, Inditrade Derivatives and Commodities Limited recorded total revenue of Rs. 5.19 crores as against Rs. 7.33 crores during the previous year. The expenditure during the year stood at Rs 5.85 crores, which resulted in a loss of Rs. 0.66 crores as against a loss of Rs. 3.19 crores in the previous year.

b) JRG Fincorp Limited

NBFC Subsidiary, JRG Fincorp Limited recorded revenue of Rs.12.60 crores as against Rs. 8.17 crores during the previous year. The expenditure during the year stood at Rs. 3.8 crores, which resulted in a profit of Rs. 8.80 crores before tax. The profit after tax for the year stood at Rs. 6.90 crores as against profit of Rs. 2.03 crores during the previous year.

c) Inditrade Business Consultants Limited

Inditrade Business Consultants Limited, recorded revenue of Rs 0.55 crores as against Rs. 1.52 crores in the previous year. The expenditure during the year stood at Rs 0.51 crores, which resulted in a profit of Rs 0.04 crores before tax. The loss after tax for the year stood at Rs. 0.25 crores as against loss of Rs. 2.62 crores during the previous year.

d) Inditrade Insurance Broking Private Limited

Inditrade Insurance Broking Private Limited recorded revenue of Rs. 0.22 crores as against Rs. 0.29 crores in the previous year. The total expenditure stood Rs.0.09 crores, which resulted in a profit of Rs. 0.13 crores before tax. The loss after tax stood at Rs. 0.13 crores as against a loss of Rs 0.10 crores in the corresponding previous year.

Accounts of Subsidiaries

The Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

Board of Directors do not recommend dividend to the shareholders for the financial year 2014-2015 since the surplus is intended to be ploughed back into the business for its future expansion plans.

Details of utilization of IPO proceeds:

(Amount in lacs)

Particulars Envisaged Change in in the utilization* prospectus



Middle East Operations 560.00 (366.66)

Technology Upgradation

Computer Software 160.00 -

Computer Hardware

Regional Office 600.00 -

Issue Expenses 130.00 -

Opening new branches in India - 200.00

Infrastructure development for - 40.00 i-trade

Other infrastructural requirements. - 126.66

Total 1,450.00 -

Means of Finance

Issue Proceeds

Internal Accruals

Total Utilized

Particulars Amount Utilized utilized during the till year ended 31.03.2014 31.03.2015

Middle East Operations 193.34 -

Technology Upgradation

Computer Software 110.00 -

Computer Hardware 50.00 -

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches in India 138.74 5.26

Infrastructure development for 15.23 0.24 i-trade

Other infrastructural requirements. 123.23 3.43

Total 1407.21 8.93

Means of Finance

Issue Proceeds

Internal Accruals

Total Utilized

Particulars Total fund Amount Utilized remaining (Including to be change in utilized utilization)

Middle East Operations 193.34 -

Technology Upgradation

Computer Software 110.00 -

Computer Hardware 50.00 -

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches in India 144.00 56.00

Infrastructure development for 15.47 24.53 i-trade

Other infrastructural requirements. 126.66 -

Total 1,416.14 80.53

Means of Finance

Issue Proceeds 1,369.47

Internal Accruals 46.67

Total Utilized 1,416.14



*In the Annual General Meeting of the Company held on 25th July 2009, the shareholders had consented for the change in the utilization of the aforesaid monies totaling to Rs.366.66 Lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospects, inter alia to utilise for expansion activities of the Company in India for opening new branches, infrastructure development for I-Trade and other infrastructure requirements.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 4th December 2014 on the Ministry of Corporate Affairs' website.

The extract of the Annual Return as provided under sub section (3) of Section 92 of the Companies Act, 2013 in Form No. MGT 9 is attached as Annexure II.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from a Practicing Company Secretary firm viz M/s BVR & Associates, Kochi conforming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached as Annexure I to the Report on corporate governance.

Directors and Manager

Presently the Board of your Company consists of four Directors of which two are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P Viswanathan (DIN: 00011136),Independent Non Executive Director, is nominated on the Board of JRG Fincorp Limited, Inditrade Derivatives and Commodities Limited and Inditrade Business Consultants Limited, subsidiaries of your Company.

Mr. Munish Dayal (DIN: 01683836), director of the Company who retired at the 20th Annual General Meeting of the Company held on 26th September, 2014 was re-appointed as the director of the Company.

Ms. Debanshi Basu (DIN: 07135074), has been appointed as the Woman Director of the Company w.e.f. 26th March, 2015 in accordance with Section 149 of the Companies Act, 2013 read with revised Clause 49 of the Listing Agreement subject to the shareholders approval in the ensuing Annual General Meeting of the Company.

Mr. Guruswami Raj G who was appointed as the Manager of the Company for a period of 2 years w.e.f 14th March 2014, with the approval of Shareholders in their Annual General Meeting held on 26th September 2014 has resigned from the Company. Consequently Mr. Vinod Mohan has been appointed as Manager of the Company for a period of 2 years w.e.f 11th November 2014 subject to the approval of the Shareholders in their Annual General Meeting.

Details of the proposal along with necessary resolutions for the appointment of the aforesaid Director and Manager have been included in the Notice convening the ensuing AGM and Explanatory Statement under Section 102 of the Companies Act, 2013.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Munish Dayal(DIN: 01683836), Director, retiring by rotation at the ensuing Annual General Meeting is eligible for re-appointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 and any amendments thereon is annexed to this report as Annexure I.

Fixed deposits

During the year, your Company did not accept/renew any deposits within the meaning of Chapter V of the Companies Act, 2013 and the rules made there under.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, is presented in a separate section forming part of the Annual Report.

Statutory Auditors

M/s. Haribhakti & Co. LLP, Chartered Accountants, Chennai, have been appointed as the Statutory Auditors of the Company to hold the office from the conclusion of the 20th Annual General Meeting held on 26th September 2014 till the conclusion of fourth consecutive Annual General Meeting, subject to the ratification of the appointment by the members at every Annual General Meeting subsequently.

Information under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

(i) The efforts made towards technology absorption;

The Company adopted the latest state of the art Datacentre, Software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Implemented Server virtualisation to reduce the server, Power and Management foot print. Implemented the Log management to identify detailed server, Network and application issue and proactively clear them so that it will not affect the trading platform.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

Not Applicable

(b) the year of import;

Not Applicable

(c) whether the technology been fully absorbed;

Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

Not Applicable

(iv) the expenditure incurred on Research and Development No expenditure spent on research and development last year

(v) Formal Annual Evaluation has been made in an objective manner by the Board of Directors of its own performance and that of its committees and individual directors at the meeting of the Board of Directors held on 20.05.2015.

Other disclosures

i. Four meetings of the Board of Directors were held during the year on the following dates viz 27.05.2014, 08.08.2014, 11.11.2014 and 1 1.02.2015.

ii. The Company has received declarations from all the Independent Directors of the Company conforming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.

iii. The internal financial controls are adequate commensurate with the size and nature of business of the company.

iv. The company has framed a Nomination and Remuneration policy which has been approved by the Board of Directors pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement which provides the criteria for the appointment and remuneration of directors including Independent Directors, Key Managerial Persons and Senior Management. Nomination and Remuneration Committee has also been constituted. The Nomination and Remuneration Policy is attached as Annexure III.

v. There are no qualifications, reservation or adverse remark made by the statutory auditors.

vi. Details of loans, guarantees and investments made under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this annual report.

vii. Particulars of contracts or arrangements with related parties referred to in sub section (1) of section 188 in Form No. AOC 2 of the Companies (Accounts) Rules, 2014 is attached as Annexure IV.

viii. State of Company's affairs: The services offered by the company include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading.

ix. The company does not propose to transfer any amount to its reserves.

x. The company has developed and implemented a risk management policy and the same is available in the website of the company.

xi. Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII, CSR Committee has been constituted.

xii. Audit Committee of the Board of Directors consists of three members viz Mr. P Viswanathan, Independent Director, who is also the Chairman along with Mr. B R Menon, independent Director and Mr. Munish Dayal, Director.

xiii. The company has established a vigil mechanism for directors and employees pursuant to Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The vigil mechanism is available in the website of the company in the link: http://www.inditrade.com/Pdf/Vigil%20Mechanism%20Whistle%20Blower%20 PolicyJnditrade.pdf

xiv. Apart from receiving sitting fees by the Independent Directors, none of the directors are receiving any remuneration from the company.

xv. There are 141 permanent employees on the rolls of company as at the end of the financial year 2014-15;

xvi. Details required to be disclosed under Section 197 of the Companies Act, 2013 is attached as Annexure V.

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 the Workplace (Prevention, Prohibition and Redressal Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15:

* No of complaints received: NIL

* No of complaints disposed off: NIL

Directors' Responsibility Statement

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors affirms:

(a) That in the preparation of the annual accounts for the year ending March 31, 2015 the applicable Accounting Standards had been followed and there are no material departures.

(b) That the accounting policies have been selected and applied consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the profit of the Company for the year ended on that date.

(c) That proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the accounts for the year ended March 31, 2015 was prepared on a 'going concern' basis.

(e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were 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.

Secretarial Audit

The Secretarial audit report prepared by M/s. SVJS & Associates, Practicing Company Secretaries, Kochi pursuant to Section 204 of the Companies Act, 2013 is attached as Annexure VI. The Auditors have observed that the Board does not have an optimum combination of Executive, Non-Executive and Independent Directors as contemplated under Clause 49 of the Listing Agreement. The matter was duly considered by the Board for taking necessary actions.

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company's bankers for the assistance, cooperation and encouragement extended to the Company. Your Company's employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Place: Gurgaon P. Viswanathan Date: 20.05.2015 Chairman


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report and the Company''s audited accounts for the financial year ended March 31, 2014.

Financial results (Rs. in Crores)

Particulars Standalone Consolidated

2013 2014 2013 2014

Total Revenue 15.37 20.17 31.96 40.92

Total Expenditure 16.28 23.20 32.88 45.71

Profit/ (Loss) before tax and exceptional items (0.91) (3.03) (0.92) (4.79) Exceptional Item - - 2.91 -

Provision for Tax - - 0.96 1.15

Profit /(Loss) after tax and exceptional item (0.91) (3.03) (4.79) (5.94)

Profit /(Loss) after tax and minority interest (5.67) (6.56)

Results of Operations

On a standalone basis, during the year under review, your Company earned revenue of Rs. 15.37 crores as against Rs. 20.17 crores in the previous year. This was a result of a continued lackluster market, as well as, your Company''s concerted efforts to rationalize costs and retain only profitable customers and business associates. The Management completed a fixed cost optimization program this year under which negative contribution branches were consolidated into larger branches. Further, management undertook an effort to optimize technology costs, communication costs and employee costs so as to contain expenses in a tough industry environment.

As a result of this effort, while ''loss-making revenues'' came off, expenses were contained significantly. The expenditure incurred was Rs. 16.28 crores as against 23.20 crores in the previous year or a saving of 29.83%. This resulted in a loss of Rs. 0.91 crores as against of loss Rs. 3.03 crores in previous year. The year ended with a positive outlook as the loss is reduced by 70% as compared to the previous year.

The total consolidated revenue of your Company for the year ended 31st March 2014 was Rs. 31.96 crores as against Rs. 40.92 crores in the previous year and the expenditure incurred was Rs. 32.88 crores against Rs. 45.70 crores in the previous year. As a result of the Company''s cost optimization plan, the Company saved Rs. 12.90 crores by shutting down unprofitable branches, renegotiating service contracts with vendors, and focusing on productivity and efficiencies. The Company recorded a EBITDA of Rs. 2.75 crores this year as compared to EBITDA of Rs. 0.36 crores last year.

The Company has demonstrated prudence by building a treasury book, where investments have contributed to realised profits of Rs. 2.04 crores in this financial year.

Your Company has recorded a consolidated loss before taxes of Rs. 0.92 crores as against a loss of Rs. 4.79 crores during the previous year. After tax expense of Rs. 0.96 crores, exceptional item of Rs. 2.91 crores and minority interest of Rs. 0.87 crores, the consolidated loss for the year stood at Rs. 5.67 crores as against a loss of Rs. 6.56 crores in the previous year.

Business updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, NBFC products like margin funding, loan against shares, loan against commodities. The Company intends to offer more gamut of service to the clients.

The Company was EBITDA focused and shifted more priority to cost management by rationalizing unprofitable branches and business associates, employee costs, technology, infrastructure and operating costs. This resulted in a cost saving of Rs. 12.90 crores this year.

Recent updates

During the year under review the name of your Company has been changed from JRG Securities Limited to Inditrade Capital Limited. Company got the approval from Registrar of Companies (ROC), Kerala on 23rd October, 2013. Consequent to the change in name, the company has filed necessary applications to change its name with all Stock Exchanges and Depositories.

During the year under review the Company was subjected to inspection by Regulatory Authorities. National Stock Exchange of India Limited (NSE) and National Security Depository Limited (NSDL) had observed that "there are no adverse findings" and "no deviation observed" respectively.

Subsidiary Companies

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company:

a) Inditrade Derivatives and Commodities Limited

Inditrade Derivatives and Commodities Limited recorded total revenue of Rs. 7.33 crores as against Rs. 10.95 crores during the previous year in line with slowing commodity prices and volumes last year. The expenditure during the year stood at Rs. 10.52 crores, which resulted in a loss of Rs. 3.19 crores as against a loss of Rs. 4.36 crores in the previous year.

b) JRG Fincorp Limited

NBFC Subsidiary, JRG Fincorp Limited recorded revenue of Rs. 8.17 crores as against Rs. 7.81 crores during the previous year. The expenditure during the year stood at Rs. 5.17 crores, which resulted in a profit of Rs. 3.00 crores before tax. The profit after tax for the year stood at Rs. 2.03 crores as against profit of Rs. 1.61 crores during the previous year.

The Company built a treasury book using free cash and generated profits before tax of Rs. 2.26 crores.

c) Inditrade Business Consultants Limited

Inditrade Business Consultants Limited, recorded revenue of Rs. 1.52 crores as against Rs. 2.72 crores in the previous year. The expenditure during the year stood at Rs. 1.23 crores, and exceptional item of Rs. 2.91 crores, which resulted in a loss of Rs. 2.61 crores as against loss of Rs. 0.16 crores during the previous year.

d) Inditrade Insurance Broking Private Limited

Inditrade Insurance Broking Private Limited recorded revenue of Rs. 0.29 crores as against Rs. 0.39 crores in the previous year. The total expenditure stood Rs. 0.39 crores, which resulted in a loss of Rs. 0.10 crores as against a loss of Rs. 0.09 crores in the corresponding previous year.

Accounts of Subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 dated February 08, 2011 has granted a general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to fulfillment of condition specified in the said circular. Accordingly, your Company is not attaching the financial statement of its subsidiaries viz. Inditrade Derivatives and Commodities Limited, Inditrade Insurance Broking Private Limited, JRG Fincorp Limited and Inditrade Business Consultants Limited along with the Balance Sheet of your Company for the year under review.

Further, the Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

The Company incurred loss during the current financial year under review and therefore Board of Directors do not recommend dividend to the shareholders for the financial year 2013-2014.

Details of utilisation of IPO proceeds: (Amount in lacs)

Particulars* Envisaged Change Amount in the in utilization * utilized as prospectus on 31st March

Middle Eastern Operations 560.00 (366.66) 193.34

Technology up gradation

Computer software - 110.00 160.00 Computer hardware - 50.00

Regional offices 600.00 - 628.81

Issue expenses 130.00 - 147.86

Opening new branches in India - 200.00 124.07

Infrastructure development for i-trade - 40.00 15.23

Other infrastructural requirements. - 126.66 123.23

Total 1450.00 1392.54

Particulars* Utilized Total fund Amount during the utilized remaining to year (Including be utilized change in utilization)

Middle Eastern Operations - 193.34 -

Technology up gradation

Computer software - 110.00 Computer hardware - 50.00

Regional offices - 628.81

Issue expenses - 147.86

Opening new branches in India 14.67 138.74 61.26

Infrastructure development for i-trade - 15.23 24.77

Other infrastructural requirements. - 123.23 3.43

Total 14.67 1407.21 89.46

Means of finance

Issue proceeds 1360.54

Internal accruals 46.67

Total utilized 1407.21

* In the Annual General Meeting of the Company held on 25th July 2009, the shareholders gave their consent to change the utilization of the aforesaid monies totaling to Rs. 366.66 Lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospects, inter alia to utilizing the monies for expansion activities by opening new branches, infrastructure development for I-Trade and other infrastructure and technology requirements.

Transfer of Amounts to Investor Education and Protection Fund Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27th September 2013 (date of last Annual General Meeting) on the Company''s website (www. inditrade.com), as also on the Ministry of Corporate Affairs'' website.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from a Practising Company Secretary, Kochi conforming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on corporate governance.

Directors

Presently the Board of your Company consists of three Directors of which two are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P. Viswanathan(DIN: 00011136),Independent Non Executive Director, is nominated on the Board of JRG Fincorp Limited, Inditrade Derivatives and Commodities Limited and Inditrade Business Consultants Limited, subsidiaries of your Company.

Mr. B. R. Menon (DIN: 00113329) and Mr. Munish Dayal (DIN: 01683836), directors of the Company who retired at the 19th Annual General Meeting of the Company held on 27th September, 2013 were re-appointed as directors of the Company.

Mr. Pradeep Mallick (DIN: 00061256), Director of the Company resigned from the Board w.e.f. 08th November, 2013.

Mr. Anand Tandon (DIN: 02197457), Managing Director and Mr. rahul Bhasin (DIN: 00236867), Director of the Company have resigned from the Board w.e.f 13th February, 2014.

Board of Directors has appointed Mr. Guruswami Raj G as the Manager of the Company for a period of 2 years w.e.f 14th March 2014, subject to the approval of Shareholders in the ensuing Annual General Meeting.

In accordance with the provisions Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Munish Dayal(DIN: 01683836), Director, retiring by rotation at the ensuing Annual General Meeting is eligible for re-appointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking the appointment of Mr.P.Viswanathan (DIN: 00011136), and Mr. B. R. Menon (DIN: 00113329) as Independent Non-Executive Directors of your Company for five consecutive years from 26th September, 2014.

The Company has received declarations from all the Independent Directors of the Company conforming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.

Details of the proposal along with necessary resolutions for the appointment / re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and Explanatory Statement under Section 102 of the Companies Act, 2013.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

During the year, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2013-2014.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, is presented in a separate section forming part of the Annual Report.

Auditors and Auditors'' Report

M/s. Haribhakthi & Co. LLP, Chartered Accountants, Chennai, Statutory Auditor of the Company, retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received a confirmation from M/s. Haribhakthi & Co. LLP, Chartered Accountants, to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The Audit Committee and Board of Directors recommend the re- appointment of M/s. Haribhakthi & Co., Chartered Accountants, as Statutory Auditors of the Company to hold the office from the conclusion of this AGM till the conclusion of fourth consecutive AGM, subject to the ratification of the appointment by the members at every AGM.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organization by optimal use of technology.

B. Technology absorption

The Company adopted the latest state of-the-art software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

C. Foreign exchange earnings and outgo

There was no foreign exchange earnings and outgo during the year 2013-2014.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirms:

(a) That in the preparation of the Accounts for the year ending March 31, 2014 the applicable Accounting Standards were followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the loss of the Company for the year ended on that date.

(c) That proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the accounts for the year ended March 31, 2014 was prepared on a ''going concern'' basis.

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the regulators, stock exchanges, other statutory bodies and Company''s bankers for the assistance, cooperation and encouragement extended to the Company. Your Company''s employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

For and on behalf of the Board

Place : Gurgaon P. Viswanathan Date : 7th August, 2014 Chairman


Mar 31, 2012

The Directors take pleasure in presenting to you the 18th Annual Report and the audited annual statement of accounts for the year ended 31.03.2012.

Financial results

(Amount in Rs.)

Particulars* 2011-12 2010-11

Total Revenue 261,565,255 386,296,812

Profit/(Loss)Before Tax (80,586,577) (55,325,217)

Provision For Taxes/Deferred Tax Benefit - (4,232,130)

Exceptional Item 11,819,512 --

Profit /(Loss)After Tax (92,406,089) (51,093,087)

Appropriations NIL NIL

Surplus Transferred To Balance Sheet (85,304,645) 7,101,444

* On a standalone basis

Overview

On a standalone basis, the Company earned revenue of Rs. 26.15 crores during the year under review as against Rs. 38.69 crores in the previous year. The expenditure stood at Rs. 34.21 crores resulting in a loss of Rs. 8.06 crores before considering exceptional items and tax. After considering exceptional items of Rs. 1.18 crore, the loss for the year stood at Rs. 9.24 crores as against a loss of Rs. 5.10 crores during the previous year.

Business Updates

During the year under review, the Company, along with its subsidiaries provided a bouquet of services to its clients. The services include, equity broking, derivatives trading, commodities derivatives trading, currency derivatives trading, insurance services, real estate services, NBFC products like margin funding, loan against shares, loan against commodities and host of other third party products. The main thrust of the Company has been to provide the services to Tier-II and Tier-III cities and other smaller town to the retail investors. The main areas of the business operations were confined to the five states like Kerala, Tamil Nadu, Karnataka, Maharashtra and Andhra Pradesh. Bulk of the business came from the state of Kerala as we continue to be the dominant player in the state.

The Company has successfully migrated the state-of-the-art Data Centre to Mumbai. This would provide the cost-effective and faster trading service to our clients.

Subsidiaries, Associates and their operations

The commodity subsidiary JRG Wealth Management Ltd recorded revenue of Rs. 16.50 crores as against Rs. 20.13 crores in the previous year. The total expenditure incurred was Rs. 13.30 crores resulting in a profit of Rs. 3.19 crores before prior period items and taxes, as against loss of Rs. 0.78 crores in the previous year. After provision for taxes the profit for the year stood at Rs. 2.19 crores as against loss of Rs. 1.84 crores during the corresponding previous year.

JRG Insurance Broking (P) Ltd, recorded revenue of Rs. 64.55 lakhs as against Rs. 71.82 lakhs in the previous year. The expenditure during the period was Rs. 75.34 lakhs which has resulted in a loss of Rs.10.78 lakhs as against loss of Rs.4.56 lakhs during the previous year.

JRG Fincorp Ltd recorded revenue of Rs.8.01 crores as against Rs.12.56 crores during the corresponding previous year. The expenditure during the period stood at Rs. 6.63 crores, resulting in profit for the year of Rs. 1.38 crores. After provision for tax and deferred tax charge, the profit for the year was Rs. 1.27 crores as against the profit of Rs. 7.40 crores during the previous year.

JRG Business Investment Consultants Ltd registered revenue of Rs. 3.19 crores as against Rs. 2.08 crore in the previous year. The expenditure during the year was Rs. 4.96 crores resulting in a loss of Rs. 1.84 crores after taxes as against profit of Rs. 32.09 lakhs in the previous year.

The consolidated revenue for the year 2011-12 stood at Rs. 52.81 crores and the expenditure was Rs. 57.74 crores as against Rs. 73.62 crores revenue and Rs. 66.44 crores expenditure during the corresponding previous year. The consolidated loss before exceptional items and taxes was Rs. 4.93 crores as against a profit of Rs.

7.17 crores during the previous year. After considering exceptional items, taxes and minority interest, the consolidated loss for the year stood at Rs. 7.89 crores against a profit of Rs. 1.57 crores in the previous year.

Accounts of Subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/ 2011 dated February 08, 2011 has granted general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to fulfillment of condition specified in the said circular.

Accordingly, your Company is not

attaching the financial statement of its subsidiaries viz. JRG Wealth Management Limited, JRG Insurance Broking Private Limited, JRG Fincorp Limited and JRG Business Investment Consultants Limited along with the Balance Sheet of your Company for the year under review.

Further, the Company assures that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of its details of accounts of subsidiaries to any shareholder on demand.

Dividend

The Company plans for major expansion in the near future which entails funds for the investment requirements. It was therefore decided not to pay dividend to the shareholders for the financial year 2011-12.

IPO fund utilization

A statement of utilization of IPO proceeds is given below:

Particulars Envisaged Change Amount in the in utilization* unutilised as prospectus on 31st March 2011

A B C

Middle Eastern Operations 560.00 (366.66) 193.34 Technology upgradation

Computer software - 110.00

160.00 -

Computer hardware 50.00

Regional offices 600.00 628.81

Issue expenses 130.00 147.86

Opening new branches

in India - 200.00 100.53

Infrastructure development

for i-trade - 40.00 9.53

Other infrastructural

requirements. - 126.66 108.06

Total 1,450.00 1348.13

Means of finance

Issue proceeds 1323.22

Internal accruals 46.67

Total utilized 1369.89



(Rs. in lakhs)

Particulars Utilized Total fund Amount during the Utilized remaining year (Including to be 2011-12 change in utilized D utilization) "

Middle Eastern Operations - 193.34 -

Technology up gradation - 110.00 -

Computer software 50.00

Computer hard ware 628.81 -

Issue expenes 147.86 -

Opening new development

in India 8.08 108.61 91.39

Infrastructure development

for i-trade - 9.53 30.47

Pther infra structural 13.68 121.74 4.92

requirements

Total 21.76 1369.89 126.78

Means of finance

Issue Proceeds 1323.22

Internal accruls 46.67

Total utilized 1369.89

* In the Annual General meeting of the Company held on 25 July 2009, the shareholders had consented for the change in the utilization of the aforesaid monies totaling to Rs.366.66 lacs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospectus, inter alia to utilize for expansion activities of the Company in India for opening new branches, infrastructure development for i-trade and other infrastructural requirements.

Amount pending utilization as on 31 March 2012 has been maintained in fixed deposits with the banks.

Corporate Governance

It has been our Endeavour to ensure good Corporate Governance practices in all facets of your Company's activities. In compliance with the listing agreement, the Management Discussion and Analysis Report and Report on Corporate Governance with Auditors' Certificate on Compliance with conditions of Corporate Governance are provided in this Annual Report.

Audit Committee

The Audit Committee comprises of four Directors viz. Mr. P. Viswanathan, Mr. Munish Dayal, Mr. Pradeep Mallick and Mr. B. R. Menon as members. Except Mr. Munish Dayal the other three members are Non-Executive

Independent Directors. The roles and powers of the Committee are in conformity with the requirements of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.

Directors

Presently the Board consists of six Directors of which three are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with BSE. As part of the requirements under Clause 49 of the Listing Agreement, Mr. P Viswanathan, Independent Director, is also on the Board of JRG Fincorp Limited, JRG Wealth Management Limited and JRG Business Investment Consultants Limited, subsidiaries of your Company.

Pursuant to the resignation of Mr. Gaurav Vivek Soni who was appointed as Managing Director, the Board at its meeting held on 25th January 2012 appointed Mr. Gopichand S as Managing Director for a period of 1 year w.e.f 25th January 2012 subject to shareholders' approval.

Mr. Pradeep Mallick and Mr. P. Viswanathan, Directors, would be liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board of Directors of your Company recommends their reappointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

Your Company did not accept any fixed deposits from the public.

Particulars of employees

No employee of the Company was in

receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2011-12.

Auditors

M/s. B S R & Associates, KPMG House, No. 10, Mahatma Gandhi Road, Nungambakkam, Chennai - 600034, (Regn No.116231W) were appointed as the Statutory Auditors of your Company for the year 2011-12. The Board of Directors recommends the reappointment of M/s. B S R & Associates, Chennai - 600034 as the Statutory Auditors of the Company for the year 2012-13.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organization by optimal use of technology.

B. Technology absorption

The Company adopted the latest state of-the-art software and hardware tools available in the market for rendering stock-broking and other services more efficiently and effectively.

C. Foreign exchange earnings and outgo

There was no foreign exchange earnings and outgo during the year 2011-12.

Directors' Responsibility Statement

In accordance with the provisions of

Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirm

(a) That in the preparation of the Accounts for the year ending March 31, 2012 the applicable Accounting Standards were followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012 and of the loss of the Company for the year ended on that date.

(c) That proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the accounts for the year ended March 31, 2012 were prepared on a 'going concern' basis.

Acknowledgments

Your Directors wish to express their gratitude and thanks to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by employees of JRG at all levels, enabling the Company to maintain service levels of a high order.

For and on behalf of the Board

Place: Hyderabad Rahul Bhasin

Date: 26th July, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting to you the 17th Annual Report and the audited annual statement of accounts for the year ended 31/03/2011.

Financial results

(Amount in Rs.)

Particulars* 2010-11 2009-10

Total Revenue 386,923,463 480,015,170

Profit/(Loss) Before Tax (55,325,217) 25,968,460

Provision For Taxes/Deferred Tax Benefit (4,232,130) 11,394,971

Profit/(Loss) After Tax (51,093,087) 14,573,489

Appropriations Nil Nil

Surplus transferred to Balance Sheet 7,101,444 58,194,531

* On a standalone basis

Overview

On a standalone basis, the revenues for the year were Rs. 38.69 crores as compared with Rs. 48 crores during the previous year. The Company recorded a loss of Rs. 5.11 crores in the current year as compared with a profit of Rs. 1.46 crores in the previous year.

Subsidiaries and their operations

The Company earned revenue of Rs. 38.69 crores during the year under review as against Rs. 48.00 crores in the previous year. The expenditure stood at Rs. 44.22 crores, resulting in a loss of Rs. 5.53 crores before taxes. After the deferred tax benefit of Rs. 42.32 lakhs the loss for the year was Rs. 5.11 crores against the profit of Rs. 1.46 crores in the previous year

The commodity subsidiary JRG Wealth Management Ltd recorded revenue of Rs. 20.13 crores as against Rs. 12.58 crores in the previous year. The total expenditure incurred was Rs. 20.91 crores, resulting in a loss of Rs. 78.23 lakhs before prior period items and taxes as against profit of Rs. 14.77 lakhs in the previous year. After provision for taxes of Rs. 1.06 crores the loss of the year is at Rs. 1.84 crores as against Rs. 19.75 lakhs in the previous year.

In JRG Insurance Broking (P) Ltd, revenue of Rs. 71.82 lakhs was recorded during the year against Rs. 1.46 crores during previous year. The expenditure during the period was Rs. 76.39 lakhs which resulted in a loss of Rs. 4.57 lakhs.

JRG Fincorp Ltd recorded revenues of Rs. 12.72 crores as against Rs. 8.14 crores during the previous year. The expenditure during the period was

Rs. 3.61 crores, resulting in profit for the year of Rs. 9.11 crores. After provision for tax and deferred tax charge, the profit for the year was Rs. 7.33 crores as against the profit of Rs. 4.85 crores during the previous year.

JRG Business Investment Consultants Ltd registered revenues of Rs. 2.09 crores as against Rs. 2.61 crore in the previous year. The expenditure during the year was Rs. 1.77 crores, resulting in a profit of Rs. 32.09 lakhs after taxes as against loss of Rs. 25.83 lakhs in the previous year.

The consolidated revenue for the year 2010-11 stood at Rs. 73.84 crores and the expenditure was Rs. 66.66 crores as against Rs. 71.57 crores revenue and Rs. 62.40 crores expenditure during the previous year. The consolidated profit before prior period items and taxes was Rs. 7.18 crores as against Rs. 9.17 crores during the previous year. After considering provision for taxation of Rs. 2.42 crores, the consolidated profit for the year stood at Rs. 4.77 crores against Rs. 6.71 crores in the previous year.

Accounts of subsidiaries

The Ministry of Corporate Affairs vide its General Circular No. 02/2011 dated 08/02/2011 granted general exemption from attaching the financial statements of its subsidiaries along with the accounts of holding company subject to the fulfillment of condition specified in the said circular.

Accordingly, your Company is not attaching the financial statement of its subsidiaries viz. JRG Wealth Management Limited, JRG Insurance Broking Private Limited, JRG Fincorp Limited and JRG Business Investment Consultants Limited along with the balance sheet of your Company for the year under review.

Further, the Company undertakes that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and its subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the Registered Office of the Company and of the subsidiary companies concerned. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

Recent developments

During the year, the Board decided to initiate steps to undertake Right Issue to go ahead with the expansion plans of the Company. The objects of the proposed Right Issue are:

(a) Expanding our operations through increase in network of branches in West and South India

(b) Funding of expected increase in margins to be maintained with the exchanges/working capital for enhanced trading volumes

(c) Enhancing our existing technological capability

(d) Hiring of additional manpower

(e) Business promotional and marketing programmes

The Company filed the Draft Letter of offer with SEBI and BSE on 20/07/2011 for the proposed rights issue for an amount not exceeding Rs. 4,500 lakhs.

Our erstwhile promoters Mr. Regi Jacob, Mr. Giby Mathew and Mr. Jiji Antony filed a petition under Section 397 and Section 398 of the Companies Act before the Company Law Board, Southern Regional Bench, Chennai to prevent the misuse of management powers by the Company and prayed for an injunction to stop the Company from going ahead with the Rights Issue. The CLB on 06/07/2010 granted a stay on the petition and later vide order dated 11/10/2010 vacated the earlier interim injunction, allowing the Company to proceed with the Rights Issue. Aggrieved by the Order, the Original Promoters appealed before the High Court of Kerala. The High Court of Kerala refused to interfere with the Order and disposed of the Appeal and directed the CLB to dispose of the matter within three months. The matter is currently pending before the CLB for final hearing.

Dividend

The Company plans for major expansion in the near future which entails funds for the investment requirements. It was therefore decided not to pay dividend to the shareholders for the financial year 2010-11.

IPO fund utilisation

A statement of utilisation of IPO proceeds is given below:

(Rs. in lakhs) Particulars Envisaged Change Unutilised in the in utilisation* as on prospectus 01/04/2010

A B C

Middle East Operations 560.00 (366.66) 193.34

Technology upgradation

Computer Software 160.00 - 110.00

Computer Hardware 50.00

Regional Office 600.00 628.81

Issue Expenses 130.00 147.86

Opening new branches - 200.00 61.91 in India

Infrastructure - 40.00 6.89 development for I-Trade

Other infrastructural - 126.66 31.37 requirements.

Total 1,450.00 1,230.18

Means of finance

Issue proceeds

Internal accruals

Total Utilised

Particulars Utilised Total fund Amount during the Utilised remaining year (Including to be D change in utilised utilisation)

Middle East Operations - 193.34 -

Technology upgradation

Computer Software - 110.00 -

Computer Hardware 50.00

Regional Office 628.81 -

Issue Expenses 147.86 -

Opening new branches 38.62 100.53 99.47 in India

Infrastructure 2.64 9.53 30.47 development for I-Trade

Other infrastructural 76.69 108.06 18.60 requirements.

Total 117.95 1,348.13 148.54

Means of finance

Issue proceeds 1,301.46

Internal accruals 46.67

Total Utilised 1,348.13

* In the Annual General meeting of the Company held on 25/07/2009, the shareholders consented for the change in the utilisation of the aforesaid monies totaling to Rs. 366.66 lakhs, raised by the Company during the IPO of its shares, from those specified in the object clause in the prospectus, inter alia to utilise for expansion activities of the Company in India for opening new branches, infrastructure development for I-Trade and other infrastructural requirements.

Amount pending utilisation as on 31/03/2011 was maintained in fixed deposits with the banks.

Corporate Governance

It has been our endeavour to ensure good Corporate Governance practices in all facets of your Company's activities. In compliance with the Listing Agreement, the Management discussion and analysis report and Report on Corporate Governance with Auditor's Certificate on Compliance with conditions of Corporate Governance are provided in this annual report.

Audit Committee

During the year, Mr. Pradeep Mallick, who is a Non-Executive Independent Director, was inducted as a member of the Audit Committee on 21/10/2010. Presently the Committee comprises Mr. T. M. Venkataraman as Chairman, Mr. B. R. Menon, Mr. Munish Dayal, Mr. P. Viswanathan and Mr. Pradeep Mallick as members. Except Mr. Munish Dayal, the other four members are Non-Executive Independent Directors. The roles and powers of the Committee are in conformance with the requirements of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.

Directors

Presently, the Board consists of eight Directors of which four are Independent Non-Executive Directors,

in compliance with Clause 49 of the Listing Agreement with BSE. As part of the requirements under Clause 49 of the Listing Agreement, Mr. T. M. Venkataraman, Independent Director, is also on the Board of JRG Fincorp Ltd and JRG Wealth Management Limited, subsidiaries of your Company.

The present term of appointment of Mr. Gaurav Vivek Soni as Managing Director expired on 28/04/2011. The Board at its meeting held on 12/05/2011 reappointed him as Managing Director for a further period of two years w.e.f 29/04/2011 on the existing terms and condition, subject to shareholders' approval.

Mr. T. M. Venkataraman, Mr. Regi Jacob and Mr. Rahul Bhasin, Directors, will be liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Board of Directors of your Company recommends their reappointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. This will encourage our employees to participate in the growth of the Company. Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

Your Company did not accept any fixed deposits from the public.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2010-11.

Auditors

M/s. B S R & Associates, KPMG House, No. 10, Mahatma Gandhi Road, Nungambakkam, Chennai - 600034, (Regn No.116231W) were appointed as the Statutory Auditors of your Company for the year 2010-11. The Board of Directors recommends the reappointment of M/s. B S R & Associates, Chennai - 600034 as the Statutory Auditors of the Company for the year 2011-12.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organisation by optimal use of technology.

B. Technology absorption

The Company adopted the latest state- of-the-art software and hardware tools available in the market for rendering the stock broking and other services more efficiently and effectively.

C. Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the year 2010-11.

Directors' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirm:

(a) That in the preparation of the Accounts for the year ending 31/03/2011 the applicable Accounting Standards were followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31/03/2011 and of the loss of the Company for the year ended on that date.

(c) That proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the accounts for the year ended 31/03/2011 were prepared on a going concern basis.

Acknowledgments

Your Directors wish to express their gratitude and thanks to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by employees of JRG at all levels, enabling the Company to maintain service levels of a high order.

For and on behalf of the Board

Rahul Bhasin Chairman

Place: Hyderabad Date : 26/07/2011


Mar 31, 2010

The Directors take pleasure in presenting to you the 16th Annual Report and the audited annual statement of accounts for the year ended 31/03/10.

Financial results Amount in Rs.

Particulars* 2009-10 2008-09

Total revenue 480,015,170 403,674,134

Profit (loss) before tax and prior period expenses 25,968,460 (3,728,023)

Prior period expenses -- 14,306,107

Provision for taxes 11,394,971 (7,040,259)

Profit after tax 14,573,489 (10,993,871)

Appropriations Nil Nil

Surplus transferred to balance sheet 58,194,531 43,621,043

* On a standalone basis

Overview

The year started off with the global economic crisis at its acute stage. Despite this your Company recorded impressive growth in its financial performance in the year 2009-10. On a standalone basis, the revenues for the year were Rs. 48 crore as compared to Rs. 40.37 crore during the previous year, registering an increase of 19%. The Company recorded a profit of Rs. 1.5 crore in the current year as compared with a loss of Rs. 1.10 crore in the previous year.

Business

Following the global economic meltdown, the Indian stock markets were significantly impacted as capital inflows trailed back to the developed economies. The global uncertainty and emerging market associated risks had ripple effects on the Indian broking industry, impacting investor participation and trading volumes. The Indian stock market indices fell significantly, trading volumes, both in retail and institutional segments, fell by over 60% of the peaks, availability of credit was reduced and the retail investors lost a lot of wealth in equities. A lot of brokerage houses significantly reduced expenses by stopping all expansion plans, reducing existing branches, headcount reductions and salary cuts across the Board. The profitability of sub-brokers declined and a large number of small and medium brokerage houses suffered losses. Across the broking industry, players reacted to thin trading volumes and decreasing market share by further compressing broking yields to retain a sustainable client base.

Subsidiaries, Associates and their operations

The commodity subsidiary JRG Wealth Management Ltd recorded revenue of Rs. 12.58 crores as against Rs. 12.42 crores in the previous year. The total expenditure incurred was Rs. 12.43 crores resulting in a profit of Rs. 0.15 crores before prior period items and taxes as against loss of Rs. 1.08 crores in the previous year. After provision for taxes of Rs. 34.52 lakhs the loss for the year is at Rs. 0.20 crores as against Rs. 1.11 crores in the previous year.

In JRG Insurance Broking (P) Ltd, revenue of Rs. 1.46 crores was recorded during the year against Rs. 1.66 crores during previous year. The expenditure during the period was Rs. 1.57 crores which has resulted in a Loss of Rs. 0.11 crores.

Its NBFC Subsidiary viz. JRG Fincorp Ltd recorded revenue of Rs. 8.14 crores as against Rs. 4.37 crores during the previous year. The expenditure during the period is Rs. 2.31 crores and resulting in profit for the year of Rs. 5.82 crores. After provision for tax and deferred tax charge, the profit for the year was Rs. 4.85 crores as against the profit of Rs. 3.97 crores during the previous year.

JRG Business Investment Consultants Ltd has registered revenue of Rs. 2.61 crore as against Rs. 0.79 crores in the previous year. The expenditure during the year was Rs. 2.86 crores resulting in a loss of Rs. 0.26 crores before taxes as against Rs. 0.74 crores in the previous year. During the year, the Company at its Extra Ordinary General Meeting held on 05.03.10 amended object clause of its Memorandum of Association to undertake the activities which are meant to capitalise on the arbitrage opportunities in terms of various exchange traded commodities and stocks.

The consolidated revenue for the year 2009-10 stood at Rs. 71.57 crores and the expenditure was Rs. 62.40 crores as against Rs. 59.61 crores revenue and Rs. 60.93 crores expenditure during the previous year. The consolidated profit before prior period items and taxes was Rs. 9.17 crores against a loss of Rs. 1.32 crores during the previous year. After considering provision for taxation of Rs. 2.45 crores the consolidated profit for the year stood at Rs. 6.71 crores against a loss of Rs. 3.82 crores in the previous year.

The holding of the Company in JRG Metals and Commodities DMCC (Dubai) reduced to 20% during the year under review.

Accounts of Subsidiaries

The Company obtained approval from Central Government under Sec 212(8) of the Companies Act, 1956 whereby it is exempted from attaching the financial statements of its subsidiaries namely, JRG Wealth Management Limited, JRG Insurance Broking (P) Ltd, JRG Fincorp Limited and JRG Business Investment Consultants Limited along with the Balance Sheet of your Company for the year under review.

The Company undertakes that annual accounts of subsidiary Companies and the related detailed information will be made available to the investors of the Holding Company and the subsidiary Companies seeking such information at any point of time. Annual accounts of the subsidiary Companies will also be kept for inspection by any investor in its registered office and that of the subsidiary Companies concerned.

Recent developments

During 2009-10, the Company changed its registered office from 1st Floor, Velliappallil Buildings, T.B Road, Pala 686 575 to JRG House, Ashoka Road, Kaloor, Kochi 682017 with the approval of shareholders through postal ballot process.

The Board of Directors at their meeting held on 27.01.10 decided to approach the shareholders for their approval by way of postal ballot process for changing the name of the Company from JRG Securities Limited’ to ‘inditrade Capital Limited’ as part of the proposed re-branding exercise. The proposed resolution was not carried out since the votes cast in favour of the resolution were not three times the votes cast against.

In its effort to popularise its products to a larger customer base and diversify geographically, the Company strategised that a re-branding process along with continuous investments in technology and human resources, would help reiterate its commitment to its target market. The Company decided to commence the re-branding process by introducing its smarter online trading portal and website. On 15.04.10, the Company successfully launched a new online offering inditrade.com. inditrade.com empowers customers to trade online and invest in the whole gamut of the Company’s products - equities, commodities, currencies, mutual funds and insurance. The brand inditrade connotes superior execution, best-in-class technology and a dedicated team. The 4T philosophy (T stands for technology, talent, transparency and trust) that the Company embraced demonstrates its commitment to its customers – the service values that form the pillars of our success.

Dividend

The Company plans for major expansion in the near future which entails funds for the investment requirements. It was therefore decided not to pay dividend to the shareholders.

Corporate Governance

It has been our endeavour to ensure good Corporate Governance practices in all facets of your Company’s activities. Pursuant to SEBI recommendations, the Management Discussion and Analysis Report and Report on Corporate Governance with Auditor’s Certificate on Compliance with conditions of Corporate Governance are provided in this Annual Report.

Audit Committee

During the year, Mr. P. Viswanathan, who is a Non-Executive Independent Director was inducted as a member of the Audit Committee on 27/10/ 09. Presently the Committee comprises Mr. T. M. Venkataraman as Chairman, Mr. B. R. Menon, Mr. Munish Dayal and Mr. P. Viswanathan as members. Except Mr. Munish Dayal the other three members are Non-Executive

Independent Directors. The roles and powers of the Committee are in conformity with the requirements of the Companies Act, 1956, read with Clause 49 of the Listing Agreement.

Directors

Mr. P. Viswanathan, a Chartered Accountant by qualification, with 34 years of experience was appointed as Additional Director on September 15, 2009. Presently the Board consists of eight Directors of which four are Independent Non-Executive Directors, in compliance with clause 49 of the listing agreement with BSE.

As part of the requirements under Clause 49 of the Listing Agreement, Mr. T. M. Venkataraman, Independent

Director, is also on the Board of JRG Fincorp Ltd and JRG Wealth Management Limited, subsidiaries of your Company.

Mr. B. R. Menon and Mr. Munish Dayal, Directors, would be liable to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors of your Company recommends their re- appointment.

Employee Stock Option Plan (ESOP)

In order to attract and retain talent in the Company, ESOP scheme (JRG ESOP 2008) is in place. In the last Annual General Meeting, the Company has amended ESOP 2008 scheme for granting options to employees of subsidiary companies also. This will encourage our employees to participate in the growth of the Company.

Disclosure as per Clause 12 of the SEBI (Employees Stock Option Scheme and Employees Stock Option Purchase Scheme) Guidelines, 1999 is annexed to this report as Annexure A.

Fixed deposits

Your Company did not accept any fixed deposits from the public.

Particulars of employees

The particulars of employees of the Company who are in receipt of remuneration during 2009-10, exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended are provided as Annexure B.

Auditors

M/s. BSR & Associates, KPMG House, No. 10, Mahatma Gandhi Road, Nungambakkom, Chennai - 600034, were appointed as the Statutory Auditors of your Company for the year 2009-10. The Board of Directors recommend the re-appointment of M/s. BSR & Associates, Chennai- 600034 as the Statutory Auditors of the Company for the year 2010-11.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

The operations of your Company are not energy-sensitive in nature. However, measures are introduced to reduce the energy consumption at all levels in the organisation by optimal use of technology.

B. Technology absorption

The Company adopted the latest state- of-the-art software and hardware tools available in the market for rendering the stock broking and other services more efficiently and effectively.

C. Foreign exchange earning and outgo

There was no foreign exchange earning and outgo during the year 2009-10.

Directors’ Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirm

a. That in the preparation of the Accounts for the year ending 31/03/10, the applicable Accounting Standards were followed and there are no material departures therefrom.

b. That the accounting policies have been selected and applied consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31/03/10 and of the profit of the Company for the year ended on that date.

c. That proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. That the accounts for the year ended 31/03/10 were prepared on a going concern basis.

Acknowledgments

Your Directors wish to express their gratitude and thanks to the customers, investors, regulatory authorities, clients and bankers for their continued support and services. Your Directors place on record their appreciation of the contribution made by employees of JRG at all levels, enabling the Company to maintain service levels of a high order.

For and on behalf of the Board

Rahul Bhasin

Chairman

Place: Kochi Date: May 25, 2010

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