Notes to Accounts of Inditrade Capital Ltd.

Mar 31, 2019

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2019

(All amounts are in Indian Rupees except share data and where otherwise stated)

32 Earnings per share
Particulars		Year ended 31 March 2019	Year ended 31 March 2018
Earnings
Prof it for the year	A	4,28,76,000	3,88,38,949
Shares
Weighted average number of equity shares outstanding as at the year end (Basic)	B	2,32,86,142	2,32,85,501
Add: weighted average number of shares arising out of shares issued to trust under ESOP		-	67,125
Weighted average number of equity shares outstanding as at the year end (diluted)	C	2,32,86,142	2,33,52,626
Basic earnings per share	A/B	1.84	1.67
Diluted earnings per share	A/C	1.84	1.66
33 Employee benefit Details of actuarial valuation of gratuity pursuant to the Accounting Standard 15:
Particulars		Year ended 31 March 2019	Year ended 31 March 2018
Change in projected benefit obligation
Projected benefit obligation at the beginning of the year		8,696	7,233
Acquisition adjustment		(8,863)	-
Service cost		127	1,804
Interest cost		670	557
Actuarial loss (gain)		1,100	(682)
Benefits paid		(1,315)	(216)
Projected benefit obligation at the end of the year		415	8,696
Change in plan assets
Fair value of plan assets at beginning of the year		5,350	5,183
Expected return on plan assets		392	422
Acquisition adjustment		(4,540)	-
Actuarial gain/(loss)		(22)	(126)
Contributions		798	87
Benefits paid		(1,315)	(216)
Fair value of plan assets at the end of the year		663	5,350
Reconciliation of present value of obligation on the fair value of plan assets
Present value of projected benefit obligation at the end of the year		415	8,696
Funded status of the plans		663	5,350
Funded status amount of asset recognized in the balance sheet (Refer Note 6]		(248)	3,346

Particulars	Year ended 31 March 2019	Year ended 31 March 2018
The components of net gratuity costs are reflected below:
Service cost	127	1,804
Interest cost	670	557
Expected return on plan assets	(392)	(422)
Recognized net actuarial (gain)/loss	1,122	(556)
Net gratuity costs	1,527	1,383
Financial assumptions as at the balance sheet date:
Discount rate	7.50%	7.70%
Long-term rate of compensation increase	7.00%	7.00%
Rate of return on plan assets	7.70%	8.25%
Attrition rate:	4% p.a	5% at younger ages 1% at older ages

The Company assesses these assumptions with the projected long-term plans of growth and prevalent industry standards. Experience Adjustments for the current and four previous periods:

Gratuity (Funded)	31 March 2019	31 March 2018	31 March 2017	31 March 2016	31 March 2015
Defined Benefit obligations	415	8,696	7,233	5,193	3,419
Plan Assets	663	5,350	5,183	4,965	4,650
Surplus/(Deficit)	248	(3,346)	(2,050)	(228)	1,231
Experience Adjustments on Plan Liabilities	1,103	(126)	(326)	2,538	1,029
Experience Adjustments on Plan assets	(50)	(105)	(61)	(33)	5

Defined Contribution Plan

The Company contributed Rs. 51.12 Lacs towards provident fund for the year ended 31 March 2019 (Previous year-Rs. 54.45 Lacs)

34 Leases

Particulars	Year ended 31 March 2019	Year ended 31 March 2018
Details of future minimum lease payment commitments under non cancellable operating lease agreements:	Minimum Lease Payments Due
Amount payable not later than 1 Year	9,35,670	7,88,400
Amount payable after 1 Year but not later than 5 Years	13,87,694	3,94,200
Amount payable after 5 Years		-
Lease rentals recognised during the year	51,54,074	84,83,417

Rental cost is escalated at 15% as per the terms of Lease Agreement. Respective escalation for every transaction is considered from the effective date of rent agreement.

On expiration of the above stated lease agreements, the same can be renewed on the basis of mutual consent of the lessor and lessee.

Additional amount of GST will be paid on the above stated lease rental amount according to the rates applicable at the time of respective lease rental payments

35 Micro, Small and Medium Enterprises Development Act, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, based on the information received and available with the Company ,there are no amounts payable to such enterprises other than as disclosed in Note no. 6 as at 31 March 2019

36 Foreign Currency Forward Contracts

The Company does not use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations.

The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

Particulars	As at 31 March 2019	As at 31 March 2018
Amount receivable in foreign currency USD	2,81,484	2,81,484
Amount equivalent in INR	1,95,29,360	1,83,08,874

37 JRG ESOP Trust

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (''SEBI guidelines''), since the stock option plans of 2005 and 2008 schemes were administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the JRG ESOP Trust and not exercised by the employees as on 31 March 2019 have been presented as a deduction from the share capital. The bank balance of the JRG ESOP Trust as on 31 March 201 9 net of the loan granted and capital contribution to the JRG ESOP Trust by the Company has been presented as bank balance of the Company.

38 Reconciliation of Provisions as at the Beginning and End of the year

Particulars	Year ended 31 March 2019	Year ended 31 March 2018
(i) Provision for Doubtful debts
Balance as at the Beginning of the year	47,30,449	40,04,466
Add: Additional provision created during the year	75,28,384	7,25,983
Less: Provision utilised	30,77,100	-
Balance as at the end of the year	91,81,733	47,30,449
(ii) Provision for Doubtful loans and advances
Balance as at the Beginning of the year	3,42,01,331	3,41,43,486
Add: Additional provision created during the year	12,20,486	57,845
Less: Provision utilised	1,56,92,457	-
Balance as at the end of the year	1,97,29,360	3,42,01,331

39 Events occuring after Reporting date: On 10 May 2019, the Board of Directors, to commemorate the Siver Jubilee of the Company, proposed a dividend of Rs 1/- per equity share. The proposed dividend is subject to the approval of the Rs. shareholders at the forthcoming Annual General Meeting.

40 Prior year figures have been reclassified/regrouped wherever necessary to conform to the current year''s classification.

As per our report of even date attached For Haribhakti & Co. LLP	For and on behalf of the Board
Chartered Accountants
ICAI Firm registration No : 103523W/W1 00048
S Sundararaman Partner	Brij Gopal Daga Director	Jhuma Guha Director
Membership No: 028423	DIN:00004858	DIN:00007454
	Vinod Mohan	Naveen Kumar Jain
	Manager cum Company Secretary	Chief Financial Officer
Place: Mumbai	Place: Mumbai
Date: 10 May 2019	Date: 10 May 2019

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Mar 31, 2018

Notes to Account

	31 March 201 8		31 March 2017
Particulars	Transactions during the year	Amount (payable)/ receivable	Transactions during the year	Amount (payable)/ receivable
Shared service cost paid (including service tax/ GST)
Inditrade Derivatives and Commodities Limited	(6,77,288)		(8,37,984)	-
JRG Fincorp Limited	(5,43,672)		(18,35,853)	-
Inditrade Business Consultants Limited			(89,930)	-
Remuneration paid to Key management personnel
Salaries, other allowances and perquisites -
Naveen Kumar Jain	19,60,397		10,46,400	-
Vinod Mohan	11,26,508	-	8,93,924	-
Amount given for CSR Activities
Inditrade Community Foundation	1,00,000

(ii) Disclosure pursuant to Section 186(4) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015

31 March 2018			31 March 2017
Particulars of Loans Given*	Transactions during the year	Maximum amount outstanding during the year	Transactions during the year	Maximum amount outstanding during the year
JRG Fincorp Limited	31,37,00,000	8,57,00,000	-	-
Inditrade Business Consultants Limited	29,14,00,000	13,70,50,000	45,55,01,554	11,60,50,000
Inditrade Derivatives and Commodities Limited	2,95,00,000	2,45,00,000	-	-

Particulars of Investment made	Transactions during the year	Maximum amount outstanding during the year	Transactions during the year	Maximum amount outstanding during the year
Inditrade Business Consultants Limited	-	6,10,00,000	6,00,00,000	6,10,00,000
Inditrade Derivatives and Commodities Limited
- Equity Shares		3,44,70,950	1,80,00,000	3,44,70,950
- Preference Shares		7,46,24,270	-	7,46,24,270
JRG Fincorp Limited	-	24,99,99,940	-	24,99,99,940
Inditrade Microfinance limited	4,38,64,890	8,07,14,890	3,68,50,000	3,68,50,000
Inditrade Insurance Broking Private Limited	1,54,05,000	1,54,05,000	-
Inditrade Housing Finance Limited	10,00,000	10,00,000	-
Inditrade Community Foundation	20,000	20,000	-	-

Particulars of Guarantees given**	Amount 31 March 2018	Amount 31 March 2017
JRG Fincorp Limited	1,55,00,00,000	-
Inditrade Microfinance Limited	41,00,00,000	-
Inditrade Derivatives and Commodities Limited	5,00,00,000	-
Inditrade Business Consultants Limited	60,00,00,000	19,00,00,000

* Loans given to the subsidiaries are for the purpose of meeting the short term working capital requirement of the

subsidiaries.

** Guarantees given are in the nature of corporate guarantees on behalf of the subsidiaries for the purpose of availing

loans from Banks and Non Banking financial Companies.________________________________________________

27. Segment reporting

a) Primary segment information (by business segments)

The Company is engaged in the business of providing broking and broking related services i.e. depository participant services to predominantly retail clients. Accordingly the primary segments have been identified as broking (including broking related services). Thus, it operates in a single primary segment.

b) Secondary segment reporting (by geographical segments)

The Company caters only to the needs of the domestic market. Hence there are no reportable geographical segments.

28. Earnings per share
Particulars		Year ended 31 March 2018	Year ended 31 March 2017
Earnings
Profit for the year	A	3,88,38,949	2,95,17,641
Shares
Number of shares at the beginning and at the end of the year (Basic) B		2,32,85,501	2,32,85,501
Add: weighted average number of shares arising out of shares issued to trust under ESOP 2008 plan but not exercised by employees		67,125	67,125
Weighted average number of equity shares outstanding at the end C during the year (Diluted)		2,33,52,626	2,33,52,626
Basic earnings per share	A/B	1.67	1.27
Diluted earnings per share	A/C	1.66	1.26

29. Security margins from clients

In order to secure the performance by the clients of their obligations, commitments and liabilities to the Company, securities etc are placed as margins by creation of pledge in favour of/transfer to the Company''s depository account. Such securities etc are held by the Company in a fiduciary capacity on behalf of its clients and are not recognised in the financial statements. In case such margins are received in cash, the same are disclosed under current liabilities.

30. Employee benefit

Details of actuarial valuation of gratuity pursuant to the Accounting Standard 15:

Particulars	Year ended 31 March 2018	Year ended 31 March 2017
Change in projected benefit obligation
Projected benefit obligation at the beginning of the year	72,32,900	51,92,644
Acquisition adjustment		_
Service cost	18,04,197	16,91,931
Interest cost	5,56,933	3,73,870
Actuarial loss /(gain)	(6,82,411)	1,41,973
Benefits paid	(2,16,206)	(1,67,518)
Projected benefit obligation at the end of the year	86,95,413	72,32,900
Change in plan assets
Fair value of plan assets at beginning of the year	51,82,828	49,65,178
Expected return on plan assets	4,22,265	4,04,449
Actuarial gain/( loss)	(1,26,173)	(61,270)
Contributions	87,284	41,989
Benefits paid	(2,16,206)	(1,67,518)
Fair value of plan assets at the end of the year	53,49,998	51,82,828
Reconciliation of present value of obligation on the fair value of plan assets
Present value of projected benefit obligation at the end of the year	86,95,413	72,32,900
Funded status of the plans	53,49,998	51,82,828
Funded status amount of asset recognized in the balance sheet (Refer Note no.6)	33,45,415	20,50,072
The components of net gratuity costs are reflected below:
Service cost	18,04,197	16,91,931
Interest cost	5,56,933	3,73,870
Expected return on plan assets	(4,22,265)	(4,04,449)
Recognized net actuarial (gain)/ loss	(5,56,238)	2,03,243
Net gratuity costs	13,82,627	1 8,64,595
Financial assumptions as at the balance sheet date:
Discount rate	7.20%	7.20%
Long-term rate of compensation increase	7.00%	7.00%
Rate of return on plan assets	8.25%	8.25%

Attrition rate: 5% at younger ages and reducing to 1 % at older ages according to graduated scale.

The Company assesses these assumptions with the projected long-term plans of growth and prevalent industry standards.

Experience Adjustments for the current and three previous periods:

Gratuity (Funded)	31 March 201 8	31 March 2017	31 March 2016	31 March 2015
Defined Benefit obligations	86,95,413	72,32,900	51,92,644	34,18,953
Plan Assets	53,49,998	51,82,828	49,65,178	46,50,198
Surplus /(Deficit)	33,45,415	(20,50,072)	(2,27,466)	12,31,245
Experience Adjustments on Plan Liabilities	(1,26,173)	(3,25,788)	25,37,792	10,28,837
Experience Adjustments on Plan assets	(1,04,653)	(61,270)	(33,700)	5,835

Defined Contribution Plan

The Company contributed Rs 54.45 lacs towards provident fund for the year ended 31 March 2018 (Previous year -Rs 55.90 lacs)

31 . Leases
Particulars	Year ended 31 March 2018	Year ended 31 March 2017
Details of future minimum lease payment commitments under non cancellable operating lease agreements:	Minimum Lease Payments Due
Amount payable not later than 1 Year	7,88,400	7,88,400
Amount payable after 1 Year but not later than 5 Years	3,94,200	11,82,600
Amount payable after 5 Years
Lease rentals recognised during the year	84,83,417	97,65,296

Rental cost is escalated at 15% as per the terms of Lease Agreement. Respective escalation for every transaction is considered from the effective date of rent agreement.

On expiration of the above stated lease agreements, the same can be renewed on the basis of mutual consent of the lessor and lessee.

Additional amount of GST will be paid on the above stated lease rental amount according to the rates applicable at the time of respective lease rental payments

32. Micro, Small and Medium Enterprises Development Act, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, based on the information received and available with the Company, there are no amounts payable to such enterprises other than as disclosed in Note no.5 as at 31 March 2018.

33. Foreign Currency Forward Contracts

The Company does not use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations.

The year end foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

Particulars	As at 31 March 2018	As at 31 March 2017
Amount receivable in foreign currency USD	2,81,484	2,81,484
Amount equivalent in INR	1,83,08,874	1,82,51,029

34. JRGESOP Trust

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (''SEBI guidelines''), since the stock option plans of 2005 and 2008 schemes were administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the JRG ESOP Trust and not exercised by the employees as on 31 March 2018 have been presented as a deduction from the share capital. The bank balance of the JRG ESOP Trust as on 31 March 2018 net of the loan granted and capital contribution to the JRG ESOP Trust by the Company has been presented as bank balance of the Company.

35. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92- 92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating this information. The Company is required to update and put in place information latest by the due date for filing of its income tax return. Management is of the opinion that its international transactions are at arm''s length so that the aforesaid update will not have any impact on the financial statements.

36. Reconciliation of Provisions as at the Beginning and End of the year

	Particulars	Year ended 31 March 2018	Year ended 31 March 2017
(i)	Provision for Doubtful debts
	Balance as at the Beginning of the year	40,04,466	28,27,436
	Add: Additional provision created during the year	7,25,983	11,77,030
	Less: Provision utilised
	Balance as at the end of the year	47,30,449	40,04,466
(ii)	Provision for Doubtful loans and advances
	Balance as at the Beginning of the year	1,82,51,029	1,86,71,651
	Add: Additional provision created during the year	57,845	-
	Less: Provision utilised	-	4,20,622
	Balance as at the end of the year	1,83,08,874	1,82,51,029

37. Expenditure on Corporate Social Responsibility

Particulars	Year ended 31 March 2018	Year ended 31 March 2017
Gross Amount required to be spent by the company during the year	9,60,765	6,41,470
Amount Spent during the year on
(i) Construction/acquisition of any asset
(ii) On Purposes other than (i) above (*)	2,00,000	3,00,000

* Includes contribution to Inditrade Community Foundation Rs 1 00 000/- (P.Y. Nil/-) which is classified as a related party under Accounting Standard 18 - "Related party Disclosures" (Refer Note no. 26)

38. Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year''s classification.

As per our report of even date attached For Haribhakti & Co.LLP Chartered Accountants ICAI Firm registration No : 103523W/W1 00048

For and on behalf of the Board

G N Ramaswami	Brij Gopal Daga	Jhuma Guha
Partner	Director	Director
Membership No: 202363	DIN:00004858	DIN:00007454
	Vinod Mohan	Naveen Kumar Jain
	Manager cum Company Secretary	Chief Financial Officer
Place: Kochi	Place: Kochi
Date: 18 May 2018	Date: 18 May 2018

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Mar 31, 2017

1. Terms / rights attached to equity shares

The Company has only one class of shares of equity share having a par value of Rs. 10 per share. Each holder of the equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed (if any) by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

2. Information regarding shares allotted as fully paid up pursuant to contract(s) without payment being received in cash and buy back of shares (during 5 years immediately preceding 31 March 2017)

3. The Company has not made any issue of Bonus Shares or Shares in consideration other than cash in pursuance of any contract during the period of 5 years preceding the reporting period.

4. The Company has not bought back any shares during the period of 5 years preceding the reporting period.

5. Details of the shares reserved for issue under options

During the financial year 2005-06 the Company had implemented an "Employee Stock Option Plan, 2005” which was subsequently superseded by the "Employees Stock Option Plan, 2008” in the financial year 2007-08. The options granted as per the above schemes were forfeited in earlier years and there were no exercisable options as at the beginning of the current financial year. However, pursuant to the aforesaid schemes, 67,125 equity shares of Rs. 10 each were allotted to JRG ESOP Trust which remain with the Trust.

During the financial year 2016-17 the said Employees Stock Option Plan, 2008 has been amended to align with the new regulations, viz., the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 and to rationalize the provisions within the ESOP framework as originally approved. The scheme post amendment has been renamed as "Inditrade Employees Stock Option Plan 2016 ("ESOP 2016”)”.

The ESOP 2016 plan was approved on 30 August 2016 at the Annual General Meeting of Shareholders and subsequently considered and auctioned upon by the Board of Directors at their meeting held on 06 February, 2017 and was effective from the said date.

6. Micro, Small and Medium Enterprises Development Act, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, based on the information received and available with the Company, there are no amounts payable to such enterprises as at 31 March 2017.

7. Foreign Currency Forward Contracts

The Company does not use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations.

8. JRG ESOP Trust

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (''SEBI guidelines''), since the stock option plans of 2005 and 2008 schemes were administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the JRG ESOP Trust and not exercised by the employees as on 31 March 2017 have been presented as a deduction from the share capital. The bank balance of the JRG ESOP Trust as on 31 March 2017 net of the loan granted and capital contribution to the JRG ESOP Trust by the Company has been presented as bank balance of the Company.

9. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Sections 92- 92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating this information. The Company is required to update and put in place information latest by the due date for filling of its income tax return. Management is of the opinion that its international transactions are at arm''s length so that the aforesaid update will not have any impact on the financial statements.

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Mar 31, 2016

1. Security margins from clients

In order to secure the performance by the clients of their obligations, commitments and liabilities to the Company, securities etc are placed as margins by creation of pledge in favour of/transfer to the Company’s depository account. Such securities etc are held by the Company in a fiduciary capacity on behalf of its clients and are not recognized in the financial statements. In case such margins are received in cash, the same are disclosed under current liabilities.

2. Micro, Small and Medium Enterprises Development Act, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, based on the information received and available with the Company ,there are no amounts payable to such enterprises as at 31 March 2016.

3. Foreign Currency Forward Contracts

The Company does not use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations. The yearend foreign currency exposures that have not been hedged by a derivative instrument or otherwise are given below:

4. JRG ESOP Trust

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (''SEBI guidelines’), since the stock option plan is administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the JRG ESOP Trust and not exercised by the employees as on 31 March 2016 have been presented as a deduction from the share capital. The bank balance of the JRG ESOP Trust as on 31 March 2016 net of the loan granted and capital contribution to the JRG ESOP Trust by the Company has been presented as bank balance of the Company.

5. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92- 92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating this information. The Company is required to update and put in place information latest by the due date for filling of its income tax return. Management is of the opinion that its international transactions are at arm’s length so that the aforesaid update will not have any impact on the financial statements.

6. Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year’s classification.

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Mar 31, 2015

1. Company overview

Inditrade Capital Limited ( formerly known as JRG Securities Limited) ("the Company") was incorporated on 17 October 1994. The Company is primarily engaged in the business as brokers for securities trading in various stock exchanges and to act as a depository participant.

2. Share capital

a) Terms / rights attached to equity shares

The Company has only one class of shares of equity share having a par value of Rs.10 per share. Each holder of the equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed (if any) by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Shares allotted as fully paid up pursuant to contracts(s) without payment being received in cash (during 5 years immediately preceding March 31,2015)

The company has not made any issue of Bonus Shares or Shares in consideration other than cash in pursuance of any contract during the period of 5 years preceding the reporting period.

c) Details of the shares reserved for issue under options

The Company issued options under the Employees stock option plan 2005 ("2005 Plan") in the financial year 2005-2006. The 2005 Plan covers all non- promoter directors and employees of the Company (collectively referred to as "eligible employees") and its subsidiaries. Under the plan, the Company granted 1,79,100 options on 3 September 2005. The Compensation Committee granted the options on the basis of performance, criticality and potential of the employees as identified by management.

The Company had computed the fair value of the options for the purpose of accounting of employee compensation cost/ expense over the vesting period of the options. The estimated fair value of each stock option granted on 3 September 2005 was Rs. 0.28. This has been calculated based on independent valuation report, which has been estimated under the Black Scholes option pricing model. The exercise price for these options granted is Rs. 10. The inputs were the share price at grant date of Rs. 10.67, exercise price of Rs. 10, expected volatility of NIL ( the Company was not listed at the time of grant of options), expected

3. Contingent liabilities and commitments

Particulars As at 31 March 2015 31 March 2014

Contingent liabilities

a) Guarantees

Guarantees on behalf of subsidiary 7,00,00,000 7,00,00,000 companies

b) Other money for which the company is contingently liable

Income tax matters, pending decisions on various appeals made by the Company 1,97,81,966 1,67,84,040 and by the Department

Provident Fund dues disputed in appeal against which Rs. 7,84,476 is paid 2,55,72,295 31,37,903 under dispute and included under advances

Other Claims against the company not 4,30,58,000 4,13,46,000 acknowledges as debt

c) The Company is involved in claim and proceedings including show cause notice received from Securities and Exchange Board of India (SEBI) which arise in the ordinary course of the business. However there are no such matters pending that the Company expects to be material in relation to its business.

4. Deferred taxes

The Company has not recognized the net deferred tax asset in respect of unabsorbed depreciation or carried forward loss under taxation laws as the management believes that there exists no virtual certainty in relation to its realization as on the balance sheet date.

5. Related party disclosures

Names of related parties and nature of relationship:

Company having significant Duckworth Limited, Mauritius influence Barings India Private Equity Fund II Limited (holding Company of Duckworth Limited)

Subsidiary and step down Inditrade Derivatives and Commodities subsidiary Companies Limited

Inditrade Insurance Broking Private Limited

JRG Fincorp Limited

Inditrade Business Consultants Limited

Key managerial personnel Vinod Mohan (Manager cum Company Secretary)( From 11th November 2014)

Geniya Banerjee (CFO)

Guruswamy Raj ( From 14th March 2014 to 1st November 2014 )

6. Segment reporting

a) Primary segment information (by business segments)

The Company is engaged in the business of providing broking and broking related services i.e. depository participant services to predominantly retail clients. Accordingly the primary segments have been identified as broking (including broking related services) Thus, it operates in a single primary segment.

b) Secondary segment reporting (by geographical segments)

The Company caters only to the needs of the domestic market. Hence there are no reportable geographical segments.

7. Security margins from clients

In order to secure the performance by the clients of their obligations, commitments and liabilities to the Company, securities etc are placed as margins by creation of pledge in favour of/transfer to the Company's depository account. Such securities etc are held by the Company in a fiduciary capacity on behalf of its clients and are not recognised in the financial statements. In case such margins are received in cash, the same are disclosed under current liabilities.

8. Micro, Small and Medium Enterprises Development Act, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, based on the information received and available with the Company ,there are no amounts payable to such enterprises as at 31 March 2015.

9. JRG ESOP Trust

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 ('SEBI guidelines'), since the stock option plan is administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the JRG ESOP Trust and not exercised by the employees as on 31 March 2014 have been presented as a deduction from the share capital. The bank balance of the JRG ESOP Trust as on 31 March 2015 net of the loan granted and capital contribution to the JRG ESOP Trust by the Company has been presented as bank balance of the Company.

10. The Company has established a comprehensive system of maintenance information and documents as required by the transfer pricing legislation under sections 92- 92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating this information. The Company is required to update and put in place information latest by the due date for filling of its income tax return. Management is of the opinion that its international transactions are at arm's length so that the aforesaid update will not have any impact on the financial statements.

11. The management of the Company has identified tangible fixed assets and their major components and has reviewed / determined their remaining useful lives. Accordingly, the depreciation on tangible fixed assets is provided for in accordance with the provisions of Schedule II to the Companies Act, 2013, except in respect of VSAT Equipments where the useful life is estimated to be 10 years based on technical assessment.

In respect of assets whose remaining useful life is already exhausted as at April 1, 2014, depreciation of Rs. 26,90,079 has been adjusted against the opening balance of Retained Earnings as on that date.

Consequent to the above, depreciation for the year is lower by Rs. 1,59,85,607.This being a technical matter, has been relied upon by the auditors.

12. Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year's classification.

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Mar 31, 2014

1. Company overview

Inditrade Capital Limited ( formerly known as JRG Securities Limited) ("the Company") was incorporated on 17 October 1994. The Company is primarily engaged in the business as brokers for securities trading in various stock exchanges and to act as a depository participant.

2. a) Terms / rights attached to equity shares

The Company has only one class of shares of equity share having a par value of Rs. 10 per share. Each holder of the equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed (if any) by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Shares allotted as fully paid up pursuant to contract(s) without payment being received in cash (during 5 years immediately preceding March 31,2014) The company has not made any issue of Bonus Shares or Shares in consideration other than cash in pursuance of any contract during the period of 5 years preceding the reporting period.

c) Details of the shares reserved for issue under options

The Company issued options under the Employees stock option plan 2005 ("2005 Plan") in the financial year 2005-2006. The 2005 Plan covers all non- promoter directors and employees of the Company (collectively referred to as "eligible employees") and its subsidiaries. Under the plan, the Company granted 179,100 options on 3 September 2005. The Compensation Committee granted the options on the basis of performance, criticality and potential of the employees as identified by management.

The Company had computed the fair value of the options for the purpose of accounting of employee compensation cost/ expense over the vesting period of the options. The estimated fair value of each stock option granted on 3 September 2005 was Rs. 0.28. This has been calculated based on independent valuation report, which has been estimated under the Black Scholes option pricing model. The exercise price for these options granted is Rs. 10. The inputs were the share price at grant date of Rs. 10.67, exercise price of Rs. 10, expected volatility of NIL ( the Company was not listed at the time of grant of options), expected dividends 7.5%, contractual life of 4.05 years, and a risk-free interest rate of 6.59%. The vesting period for these options granted under the 2005 plan varies from 12 months to 36 months. Out of the 179,100 options granted on 3 September 2005, 50,220 options were forfeited and 111,005 options were exercised up to 31 March 2012.

During the financial year 2007-2008, the 2005 plan was merged with JRG Employee Stock option plan 2008 ("2008 Plan"). The 2008 Plan was approved on 15 July 2008 at the annual general meeting of shareholders and was effective from the same date. The objective of this 2008 Plan is to encourage ownership of the Company''s equity by its employees on an ongoing basis. The ESOP 2008 is intended to reward the employees for their contribution to the successful operation of Inditrade Capital Limited (formerly known as JRG Securities Limited) and to provide an incentive to continue contributing to the success of the company. The new plan provides that the lock-in period and other terms and conditions of this scheme shall apply ipso facto as they applied to the options issued under 2005 Plan.

3. CONTINGENT LIABILITIES AND COMMITMENTS

Particulars As at As at 31 March, 2014 31 March, 2013

Contingent liabilities

a) Guarantees

Guarantee issued by the bank - 7,50,00,000

Guarantees on behalf of subsidiary companies 7,00,00,000 12,00,00,000

b) Other money for which the company is contingently liable

Income tax matters, pending decisions on various appeals made by the Company and by the Department 1,67,84,040 1,67,73,200

Provident Fund dues disputed in appeal against which Rs. 7,84,476 is 31,37,903 - paid under dispute and included under advances

Other Claims against the company not acknowledged as debt 4,13,46,000 1,23,96,000

c) The Company is involved in claim and proceedings including show cause notice received from Securities and Exchange Board of India (SEBI) which arise in the ordinary course of the business. However there are no such matters pending that the Company expects to be material in relation to its business.

Commitments

Other commitments - 1,00,000

4. DEFERRED TAXES

The Company has not recognized the net deferred tax asset in respect of unabsorbed depreciation or carried forward loss under taxation laws as the management believes that there exists no virtual certainty in relation to its realization as on the balance sheet date.

5. RELATED PARTY DISCLOSURES

Names of related parties and nature of relationship:

Company having significant influence

Duckworth Limited, Mauritius

Subsidiary and step down subsidiary Companies

Inditrade Derivatives and Commodities Limited (formerly known as JRG Wealth Management Limited)

Inditrade Insurance Broking Private Limited (formerly known as JRG Insurance Broking Private Limited)

JRG Fincorp Limited

Inditrade Business Consultants Limited (formerly known as JRG Business Investment Consultants Limited)

Key managerial personnel

Anand Tandon (Managing Director from 6th August 2013 to 13th February 2014) Gopichand S (Managing Director from 25th January 2012 to 6th August 2013

Guruswami Raj G (Manager cum Company Secretary)

6. SEGMENT REPORTING

a) Primary segment information (by business segments)

The Company is engaged in the business of providing broking and broking related services i.e. depository participant services to predominantly retail clients. Accordingly the primary segments have been identified as broking (including broking related services). Thus, it operates in a single primary segment.

b) Secondary segment reporting (by geographical segments)

The Company caters only to the needs of the domestic market. Hence there are no reportable geographical segments.

7. SECURITY MARGINS FROM CLIENTS.

In order to secure the performance by the clients of their obligations, commitments and liabilities to the Company, securities etc are placed as margins by creation of pledge in favour of/transfer to the Company''s depository account. Such securities etc are held by the Company in a fiduciary capacity on behalf of its clients and are not recognised in the financial statements. In case such margins are received in cash, the same are disclosed under current liabilities.

8. MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, based on the information received and available with the Company ,there are no amounts payable to such enterprises as at 31 March 2014.

9. FOREIGN CURRENCY FORWARD CONTRACTS

The Company does not use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations.

10. JRG ESOP TRUST

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (''SEBI guidelines''), since the stock option plan is administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the JRG ESOP Trust and not exercised by the employees as on 31 March 2014 have been presented as a deduction from the share capital. The bank balance of the JRG ESOP Trust as on 31 March 2014 net of the loan granted and capital contribution to the JRG ESOP Trust by the Company has been presented as bank balance of the Company.

11. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating this information. The Company is required to update and put in place information latest by the due date for filing of its income tax return. Management is of the opinion that its transactions are at arm''s length so that the aforesaid update will not have any impact on the financial statements.

12. Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year''s classification.

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Mar 31, 2013

1. COMPANY OVERVIEW

JRG Securities Limited ("JRG" or "the Company") was incorporated on 17 October 1994.The Company is primarily engaged in the business as brokers for securities trading in various stock exchanges and to act as a depository participant.

2. SEGMENT REPORTING

a) Primary segment information (by business segment)

The Company is engaged in the business of providing broking and broking related services i.e. depository participant services to predominantly retail clients. Accordingly the primary segments have been identified as broking (including broking related services)Thus, it operates in a single primary segment.

b) Secondary segment reporting (by geographical segments)

The Company caters only to the needs of the domestic market. Hence there are no reportable geographical segments.

3. SECURITY MARGINS FROM CLIENTS

In order to secure the performance by the clients of their obligations, commitments and liabilities to the Company, securities etc are placed as margins by creation of pledge in favour of/transfer to the Company''s depository account. Such securities etc are held by the Company in a fiduciary capacity on behalf of its clients and are not recognised in the financial statements. In case such margins are received in cash, the same are disclosed under current liabilities.

4. MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, based on the information

5. The petition filed by Mr. Regi Jacob, Mr. Giby Mathew and Mr. Jiji Antony ("Original Promoters") before the Company Law Board (''CLB''), u/s 397 & 398 of the Company''s Act, 1956, has been withdrawn by the petitioners and the CLB has passed an order disposing off the petition.

6. JRG ESOPTRUST

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (''SEBI Guidelines''), since the stock option plan is administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the JRG ESOPTrust and not exercised by the employees as on 31 March 2013 have been presented as a deduction from the share capital. The bank balance of the JRG ESOPTrust as on 31 March 2013 net of the loan granted and capital contribution to the JRG ESOPTrust by the Company has been presented as bank balance of the Company.

7. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92- 92F of the Income-tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating this information. The Company is required to update and put in place information latest by the due date for filling of its income tax return. Management is of the opinion that its international transactions are at arm''s length so that the aforesaid update will not have any impact on the financial statements.

8. Exceptional item during the previous year represents expenses incurred in relation to the deferred rights issue of equity shares.

9. Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year''s classification.

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Mar 31, 2012

1. COMPANY OVERVIEW

JRG Securities Limited ("JRG" or "the Company") was incorporated on 17 October 1994. The Company is primarily engaged in the business as brokers for securities trading in various stock exchanges and to act as a depository participant.

a) Terms / rights attached to equity shares

The Company has only one class of shares of equity share having a par value of Rs.10 per share. Each holder of the equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed (if any) by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

b) Details of the shares reserved for issue under options

The Company issued options under the Employees stock option plan 2005 ("2005 Plan") in the financial year 2005-2006. The 2005 Plan covers all non- promoter directors and employees of the Company (collectively referred to as "eligible employees") and its subsidiaries. Under the plan, the Company granted 179,100 options on 3 September 2005. The Compensation Committee granted the options on the basis of performance, criticality and potential of the employees as identified by management.

The Company had computed the fair value of the options for the purpose of accounting of employee compensation cost/ expense over the vesting period of the options. The estimated fair value of each stock option granted on 3 September 2005 was Rs.0.28. This has been calculated based on independent valuation report, which has been estimated under the Black Scholes option pricing model. The exercise price for these options granted is Rs.10. The inputs were the share price at grant date of Rs.10.67, exercise price of Rs.10, expected volatility of 0% ( the Company was not listed at the time of grant of options), expected dividends 7.5%, contractual life of 4.05 years, and a risk-free interest rate of 6.59%. The vesting period for these options granted under the 2005 plan varies from 12 months to 36 months. Out of the 179,100 options granted on 3 September 2005, 50,220 options were forfeited and 110,005 options were exercised up to 31 March 2010.

During the financial year 2007-2008, the 2005 plan was merged with JRG Employee Stock option plan 2008 ("2008 Plan"). The 2008 Plan was approved on 15 July 2008 at the annual general meeting of shareholders and was effective from the same date. The objective of this 2008 Plan is to encourage ownership of the Company's equity by its employees on an ongoing basis. The ESOP 2008 is intended to reward the employees for their contribution to the successful operation of JRG Securities Limited and to provide an incentive to continue contributing to the success of the company. The new plan provides that the lock-in period and other terms and conditions of this scheme shall apply ipso facto as they applied to the options issued under 2005 Plan.

2.1 Contingent liabilities and commitments (All amounts are in Indian Rupees except share data or as stated)

Particulars March 31, 2012 March 31, 2011

I. Contingent liabilities

a) Guarantees

- Guarantee issued by the bank 117,500,000 252,500,000

- Guarantees on behalf of subsidiary companies 120,000,000 120,000,000 Other money for which the company is contingently liable

- Income tax matters 13,638,660 10,319,170

b) Claims against the company not acknowledged as debt 10,671,264 10,259,025

c) In addition to above, the Company is also in the process of replying / has responded to show cause notices and queries from regulatory authorities including Securities and Exchange Board of India , which arise in the ordinary course of the business. However there are no such matters pending that the Company expects to be material in relation to its business.

II. Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for 10,868,095 513,446

Other commitments 272,882 -

* Includes interest payable to the extent of Rs.4,060,263 as at 31-March-12 ** Includes interest outstanding of Rs.2,668,348 as at 31-March-12

# The remuneration payable to the former managing director of the Company was in excess of the limits approved by the share holders at the Annual General Meeting by Rs.490,500. The excess amount of Rs.490,500 paid to him has been shown as recoverable under loans and advances.

2.2 Segment reporting

a) Primary segment information (by business segments)

The Company is engaged in the business of providing broking and broking related services i.e. depository participant services to predominantly retail clients. Accordingly the primary segments have been identified as broking (including broking related services) Thus, it operates in a single primary segment.

b) Secondary segment reporting (by geographical segments)

The Company caters only to the needs of the domestic market. Hence there are no reportable geographical segments.

2.3 Security margins from clients.

In order to secure the performance by the clients of their obligations, commitments and liabilities to the Company, securities etc are placed as margins by creation of pledge in favor of/transfer to the Company's depository account. Such securities etc are held by the Company in a fiduciary capacity on behalf of its clients and are not recognized in the financial statements. In case such margins are received in cash, the same are disclosed under current liabilities.

* 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 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 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.

2.4 Micro, Small and Medium Enterprises Development Act, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, based on the information received and available with the Company ,there are no amounts payable to such enterprises as at 31 March 2012.

2.5 On 7 June 2010, Mr. Regi Jacob, Mr. Giby Mathew and Mr. Jiji Antony ("Original Promoters") filed a petition under Section 397 and Section 398 of the Companies Act before the Company Law Board ("CLB") to prevent the misuse of management powers by the Company and prayed for an injunction to stop the Company from going ahead with a proposed rights issue. The Original Promoters alleged that the Company is proposing the rights issue to bring the shareholding of the Original Promoters below the prescribed limits so that their special rights cease to exist while they continue to remain obligated to not compete. The Original Promoters also alleged that the resolution approving the proposed rights issue dated 25 May 2010 was in contravention of the Articles of Association, oppressive, invalid, null and void.

The Company denied the allegations in entirety and filed its comprehensive response to the CLB. The CLB granted stay on the matter on 6 July 2010 ("Interim Injunction"). The CLB, vide order dated 11 October 2010, vacated the Interim Injunction and allowed the Company to proceed with the rights issue specifically mentioning that the veto power of the Original Promoters is not applicable in the case of rights issue ("the Order").

Aggrieved by the Order, the Original Promoters appealed before the High Court of Kerala on 19 October 2010 ("Appeal"). The Court vide order dated 1 December 2010, disposed off the Appeal and directed the Original Promoters to approach CLB with a direction to the CLB to dispose of the matter within three months. Such order passed by CLB was further upheld by Hon'ble Kerala High Court. The Original Promoters filed an amended petition under Section 397/398. The Company and the other respondents filed a reply to the amended petition under Section 397/398 of the Companies Act, 1956 on 26 April 2012. The matter is now listed on 28 June 2012 for filing of rejoinder and arguments with the CLB.

2.6 JRG ESOP Trust

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 ('SEBI guidelines'), since the stock option plan is administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the JRG ESOP Trust and not exercised by the employees as on 31 March 2012 have been presented as a deduction from the share capital. The bank balance of the JRG ESOP Trust as on 31 March 2012 net of the loan granted and capital contribution to the JRG ESOP Trust by the Company has been presented as bank balance of the Company.

2.7 Exceptional item represents expenses incurred in relation to the deferred rights issue of equity shares.

2.8 Prior year comparatives

Till the year ended 31 March 2011, the company was using pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the company. The company has reclassified previous year figures to conform to this year's classification. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.

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Mar 31, 2011

A) Background

JRG Securities Limited (“JRG” or “the Company”) was incorporated on 17 October 1994. The Company is primarily engaged in the business as brokers for securities trading in various stock exchanges and to act as a depository participant.

During October 2007, Duckworth Limited, a company registered under the laws of Mauritius and a wholly owned subsidiary of Baring India Private Equity Fund II Limited (“Barings Group”) acquired 44.8% of shares of the Company.

a. Capital commitments and contingencies.

- Bank guarantees outstanding Rs. 252,500,000 (Previous Year: Rs 312,500,000).

- Guarantee given on behalf of subsidiary company to banks Rs.120,000,000 (Previous Year: Rs. 90,000,000).

- Estimated amount of contracts remaining to be executed on capital account net of capital advances and not provided for, amounts to Rs. 513,446 (Previous Year: Rs. Nil).

- Claims against the Company not acknowledged as debts Rs.10,259,025 (Previous Year: Rs. 8,422,962)

- Contingent liability for income tax Rs. 10,319,170 (Previous year : Nil)

d. Related party disclosures.

Names of related parties and nature of relationship:

Company having significant influence Duckworth Limited, Mauritius

Subsidiary and step down subsidiary Companies JRG Wealth Management Limited

JRG Insurance Broking Private Limited

JRG Fincorp Limited

JRG Business Investment Consultants Limited

Associate company JRG International Brokerage DMCC , Dubai (Previously known as JRG Metal & Commodities DMCC, Dubai).

Also refer C(r) of Schedule 17

Key managerial personnel Regi Jacob (Managing Director up to 29 April 2009)

Gaurav Vivek Soni (Managing Director from 29 April 2009)

e. Managerial remuneration

The remuneration payable to the managing director of the Company is in excess of the limits approved by the share holders at the Annual General Meeting by Rs.490,500. The excess amount of Rs.490,500 paid to him (also representing maximum amount outstanding) has been shown as recoverable under loans and advances.

f. Segment reporting

a) Primary segment information (by business segments)

The Company is engaged in the business of providing broking and broking related services i.e. depository participant services to predominantly retail clients. Accordingly the primary segments have been identified as broking (including broking related services) Thus, it operates in a single primary segment.

b) Secondary segment reporting (by geographical segments)

The Company caters only to the needs of the domestic market. Hence there are no reportable geographical segments.

h. Security margins from clients

In order to secure the performance by the clients of their obligations, commitments and liabilities to the Company, securities are placed as margins by creation of pledge in favour of/transfer to the Company's depository account. Such securities are held by the Company in a fiduciary capacity on behalf of its clients and are not recognised in the financial statements. In case such margins are received in cash, the same are disclosed under current liabilities.

i. Employee Stock Options Plan

The Company issued options under the Employees stock option plan 2005 (“2005 Plan”) in the financial year 2005-06. The 2005 Plan covers all non- promoter directors and employees of the Company (collectively referred to as “eligible employees”) and its subsidiaries. Under the plan, the Company granted 179,100 options on 3 September 2005. The Compensation Committee granted the options on the basis of performance, criticality and potential of the employees as identified by Management.

The Company had computed the fair value of the options for the purpose of accounting of employee compensation cost/ expense over the vesting period of the options. The estimated fair value of each stock option granted on 3 September 2005 was Rs.0.28. This has been calculated based on independent valuation report, which has been estimated under the Black Scholes option pricing model. The exercise price for these options granted is Rs.10. The inputs were the share price at grant

date of Rs.10.67, exercise price of Rs.10, expected volatility of 0% ( the Company was not listed at the time of grant of options), expected dividends 7.5%, contractual life of 4.05 years, and a risk-free interest rate of 6.59%. The vesting period for these options granted under the 2005 plan varies from 12 months to 36 months. Out of the 179,100 options granted on 3 September 2005, 50,220 options were forfeited up to 31 March 2009.

During the financial year 2007-08, the 2005 plan was merged with JRG Employee Stock option plan 2008 (“2008 Plan”). The 2008 Plan was approved on 15 July 2008 at the annual general meeting of shareholders and was effective from the same date. The objective of this 2008 Plan is to encourage ownership of the Company's equity by its employees on an ongoing basis. The ESOP 2008 is intended to reward the employees for their contribution to the successful operation of JRG Securities Limited and to provide an incentive to continue contributing to the success of the company. The new plan provides that the lock-in period and other terms and conditions of this Scheme shall apply ipso facto as they applied to the options issued under 2005 Plan.

j. Employee benefit

Disclosure in respect of employee benefit pursuant to the Accounting Standard 15 (Revised);

l. Quantitative Particulars

As the Company is engaged in service activity, provision of information relating to quantitative details of sales and certain information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956 are not applicable.

n. Foreign Currency Forward Contracts

The Company does not use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations. The Company does not use forward contracts for speculative purposes.

o. On 7 June 2010, Mr. Regi Jacob, Mr. Giby Mathew and Mr. Jiji Antony (“Original Promoters”) filed a petition under Section 397 and Section 398 of the Companies Act before the Company Law Board (“CLB”) to prevent the misuse of management powers by the Company and prayed for an injunction to stop the Company from going ahead with a proposed rights issue. The Original Promoters alleged that the Company is proposing the rights issue to bring the shareholding of the Original Promoters below the prescribed limits so that their special rights cease to exist while they continue to remain obligated to not compete. The Original Promoters also alleged that the resolution approving the proposed rights issue dated 25 May 2010 was in contravention of the Articles of Association, oppressive, invalid, null and void.

The Company denied the allegations in entirety and filed its comprehensive response to the CLB. The CLB granted stay on the matter on 6 July 2010 (“Interim Injunction”). The CLB, vide order dated 11 October 2010, vacated the Interim Injunction and allowed the Company to proceed with the rights issue specifically mentioning that the veto power of the Original Promoters is not applicable in the case of rights issue (“the Order”).

Aggrieved by the Order, the Original Promoters appealed before the High Court of Kerala on 19 October 2010 (“Appeal”). The Court vide order dated 1 December 2010, disposed off the Appeal and directed the Original Promoters to approach CLB with a direction to the CLB to dispose of the matter within three months. The Original Promoters have filed a rejoinder on 21 April 2011. The aforesaid matter is currently pending with CLB.

p. Micro, Small and Medium Enterprises Development Act, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of “Micro and Small Enterprises” as defined under Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2011 has been made in the financial statements based on the information received and available with the Company. There are no overdue amounts payable to such enterprises as at 31 March 2011.

q. JRG ESOP Trust (“The Trust”)

As per the requirements of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (‘SEBI guidelines'), since the stock option plan is administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the Trust and not exercised by the employees as on 31 March 2011 have been presented as a deduction from the share capital. The bank balance of the Trust as on 31 March 2011 net of the loan granted and capital contribution to the Trust by the Company has been presented as bank balance of the Company.

r. JRG International Brokerage DMCC, Dubai (formerly known as JRG Metal & Commodities DMCC, Dubai)

During the year ended 31 March 2010, the Company has declassified their investment in an associate - JRG International Brokerage DMCC, Dubai (formerly known as JRG Metal & Commodities DMCC, Dubai). Accordingly as on 31 March 2010 and subsequently the investment has been classified as other investment.

s. Prior year comparatives

Prior year figures have been reclassified / regrouped wherever necessary to conform to the current year's classification.

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Mar 31, 2010

A) Background

JRG Securities Limited ("JRG" or "the Company") was incorporated on 17 October 1994. The Company is primarily engaged in the business as brokers for securities trading in various stock exchanges and to act as a depository participant. During October 2007, Duckworth Limited, a company registered under the laws of Mauritius and a wholly owned subsidiary of Baring India Private Equity Fund II Limited ("Barings Group") acquired 44.8 % of shares of the Company.

a. Capital commitments and contingencies.

- Bank guarantees outstanding Rs. 312,500,000 (Previous Year: Rs. 157,500,000).

- Guarantee given on behalf of subsidiary company to banks Rs. 90,000,000 (Previous Year: Rs. 41,500,000).

- Estimated amount of contracts remaining to be executed on capital account net of capital advances and not provided for, amounts to Rs. Nil, (Previous Year: Rs. Nil).

- Claims against the Company not acknowledged as debts Rs. 8,422,962 (Previous Year: Rs. 6,374,871)

e. Related party disclosures.

Names of related parties and nature of relationship:

Company having significant influence Duckworth Limited , Mauritius

Subsidiary and step down subsidiary Companies

JRG Wealth Management Limited

JRG Insurance Broking Private Limited

JRG Fincorp Limited

JRG Business Investment Consultants Limited

Associate company

JRG Metal & Commodities DMCC, Dubai. Also refer C(s) of Schedule 17

Key managerial personnel

Regi Jacob (Managing Director up to 29 April 2009) Gaurav Vivek Soni (Managing Director from 29 April 2009)

g. Segment reporting

a) Primary Segment Information (by Business Segments)

The Company is engaged in the business of providing broking and broking related services i.e. depository participant services to retail clients. Accordingly the primary segments have been identified as broking (including broking related services) Thus, it operates in a single Primary Segment.

b) Secondary Segment Reporting (by Geographical Segments)

The Company caters only to the needs of the domestic market. Hence there are no reportable geographical segments.

i. Security margins from clients.

In order to secure the performance by the clients of their obligations, commitments and liabilities to the Company, securities are placed as margins by creation of pledge in favour of/transfer to the Companys depository account. Such securities are held by the Company in a fiduciary capacity on behalf of its clients and are not recognised in the financial statements. In case such margins are received in cash, the same are disclosed under current liabilities.

j. Employee Stock Options Plan

The Company issued options under the Employees Stock Option Plan 2005 ("2005 Plan") in the financial year 2005-06. The 2005 Plan covers all non- promoter directors and employees of the Company (collectively referred to as "eligible employees") and its subsidiaries. Under the plan, the Company granted 179,100 options on 3 September 2005. The Compensation Committee granted the options on the basis of performance, criticality and potential of the employees as identified by Management.

The Company had computed the fair value of the options for the purpose of accounting of employee compensation cost/ expense over the vesting period of the options. The estimated fair value of each stock option granted on 3 September 2005 was Rs. 0.28. This has been calculated based on independent valuation report, which has been estimated under the Black Scholes option pricing model. The exercise price for these options granted is Rs.10. The inputs were the share price at grant date of Rs. 10.67, exercise price of Rs. 10, expected volatility of 0% ( the Company was not listed at the time of grant of options), expected dividends 7.5%, contractual life of 4.05 years, and a risk-free interest rate of 6.59%. The vesting period for these options granted under the 2005 plan varies from 12 months to 36 months. Out of the 179,100 options granted on 3 September 2005, 50,220 options were forfeited up to 31 March 2008.

k. Quantitative Particulars

As the Company is engaged in service activity, provision of information relating to quantitative details of sales and certain information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956 are not applicable.

l. Foreign Currency Forward Contracts

The Company does not use foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations. The Company does not use forward contracts for speculative purposes. The following are the outstanding Forward exchange contracts entered into by the Company.

m. Micro, Small and Medium Enterprises Development Act, 2006

The management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of "Micro and Small Enterprises" as defined under Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"). Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2010 has been made in the financial statements based on the information received and available with the Company. There are no overdue amounts payable to such enterprises as at 31 March 2010.

n. JRG ESOP Trust ("The Trust")

As per the requirement of Securities Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (‘SEBI guidelines’),since the stock option plan is administered through a trust, the accounts of the Company are prepared as if the Company itself is administering the employee stock option plan. Pursuant to such requirement of the SEBI guidelines the equity shares issued to the Trust and not exercised by the employees as on 31 March 2010 have been presented as a deduction from the share capital. The bank balance of the Trust as on 31 March 2010, net of the loan granted and capital contribution to the Trust by the Company has been presented as bank balance of the Company.

o. JRG Metals & Commodities DMCC, Dubai ("JRG Dubai")

During the year ended 31 March 2010, the Company has declassified their investment in an associate - JRG Metals & Commodities DMCC, Dubai. Accordingly as on 31 March 2010 the investment has been classified as other investment.

p. Share Warrants.

Due to non exercise of option within the stipulated time by the promoters and erstwhile promoters, to convert 14,990,570 equity share warrants into equity shares, the sum of Rs.71,954,736 representing 10 % advance amount received from the promoters and erstwhile promoters was forfeited on 29 April 2009 and the Board of Directors approved the transfer of the said amount to the credit of capital reserve.

q. Initial Public Offerings ("IPO") related expenses

Until the financial year ended 31 March 2008, the expenses in relation to the IPO was charged against profit and loss account by amortising such expenses over a period of five years. During the previous year, the Company changed its accounting policy wherein such unamortised IPO expenses were adjusted against the securities premium account

Pursuant to such change in accounting policy, the unamortised IPO expenses amounting to Rs. 6,130,143 (Net of taxes of Rs. 2,741,265) was adjusted against the balance in securities premium account in the previous year.

v. Prior Year Comparatives

Prior period figures have been reclassified / regrouped wherever necessary to conform to the current year’s classification.