Directors Report of Joindre Capital Services Ltd.

Mar 31, 2018

DIRECTORS'' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members,

The Board of Directors are pleased to present herewith the Twenty-third Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31^st March, 2018. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

(Rs, In Lakhs)

Particulars	Year Ended	Year Ended
	31st March, 2018 31st	March, 2017
Gross Total Income	3200.26	2858.07
Expenditure	2446.95	2008.15
Finance Cost	40.31	43.62
Gross Profit ( Loss )	713.00	806.30
Depreciation	8.72	12.57
Profit / (Loss) Before Tax	704.28	793.73
Tax Expenses
Current	137.25	257.00
MAT credit entitlement	-28.95	-
Deferred	0.34	-1.82
Provision for Earlier Year	-	-0.09
Net Profit (Loss) after Tax	595.64	538.64
Balance B/f from last Year	3654.41	3240.67
Appropriations:
Proposed Dividend 1	-	103.77
Tax on Equity Dividend *	-	21.13
Balance c/f to the Balance Sheet 4250.05		3654.41

2. OVERVIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd and National Stock Exchange of India Ltd in their Cash and Derivative segment and Trading Member of Metropolitan Stock Exchange Ltd in Currency Derivatives and providing Capital Market services through the network of branches and sub brokers/authorized persons.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

Total Income for the year increased to Rs 3200.26 lakhs as compared to Rs. 2858.07 lakhs last year. Total profit before tax for the year 704.28 lakhs as against Rs. 793.73 lakhs last year and the net profit after tax was Rs. 595.64 lakhs as against Rs.538.64 lakhs last year.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & Derivatives Exchange Limited and Multi Commodity Exchange of India Ltd.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.75 per Equity Share of Rs. 10/- each (previous year Rs. 0.75 ). The total outgo for the current year amounts to Rs.124.90 lakhs including dividend distribution tax of Rs. 21.13 lakhs (previous year Rs. 124.90 lakhs including dividend distribution tax of Rs. 21.13 lakhs)

Pending approval of the shareholders for proposed dividend for the year 2017-18, the same is not recognized in financial statements of the current financial year. In this connection please refer to note No. 24-(b) on financial statements for the year ended 31^st March 2018.

4. APPLICABILITY OF INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs has notified Indian Accounting Standards (Ind-AS) vide its notification dated 16^th February, 2015. Further, the Ministry of Corporate Affairs has amended the Companies (Indian Accounting Standards) Rule, 2015 vide its Notification No. G.S.R. 365 (E) dated 30^th March, 2016. As per the said notification, the Companies (Indian Accounting Standards) (Amendment) Rule, 2016 has defined the NBFC Company. As per the said definition, the Stock Broker / Sub-broker companies are included in the definition of NBFC Company. As per Rule 4 (iv) (b) of the said rules, the Ind-AS will be applicable to your Company w.e.f. 01^st April, 2019.

5. GOODS AND SERVICE TAX (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Your Company has successfully implemented and migrated to GST with effect from 01^st July, 2017.

6. PORTFOLIO MANAGER SERVICES

The Company proposes to start Portfolio Manager Services (PMS) and has made the necessary application for registration as Portfolio Manager to the Securities and Exchange Board of India and the necessary approval is awaited.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March,

2018 was Rs. 1383.64 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31^st March, 2018, the Directors of the Company hold the Equity Shares of the Company as follows:

Name of the Director		Number of Shares	% of Total Capital
Mr. Anil Mutha	Whole Time Director	1771000	12.80
Mr. Dinesh Khandelwal	Whole Time Director	771600	5.58
Mr. Paras Bathia	Whole Time Director	1266850	9.16
Mr. Subhash Agarwal	Whole Time Director	565450	4.09
Mr. Sunil Jain	Whole Time Director	470160	3.40
Mr. Haresh Mehta	Independent Director	Nil	NA
Mr. Ramavtar Badaya	Independent Director	Nil	NA
Mr. Ravi Jain	Independent Director	Nil	NA
Mrs. Sonali Chaudhary	Independent Director	Nil	NA
Mr. Veepin Thokal	Independent Director	1000	0.00

8. FINANCE

Cash and cash equivalent as at 31^st March, 2018 was Rs. 4662.68 lakhs. The Company continues to focus on judicious management of its Working Capital. Receivables, Inventories and other Working Capital parameters were kept under strict check through continuous monitoring.

8.1 DEPOSITS

The Company has not accepted deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8.3 TRANSFER TO RESERVES

The Board do not propose to transfer any amount to General Reserve or any other Reserves.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

10. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network of branches and sub brokers, authorized persons. The Compliance Department ensures that various existing policies regarding registration of clients, risks relating to client level, dealing in penny stocks, exposure limit, brokerage rates, suspending/ closure of client''s account etc. are in place in compliance with the Exchange Rules and Regulations so that business risk is minimized and there are no penal action by the Regulatory Authorities. The Company has taken adequate measures to secure interest of the clients. The Trader Terminal provided to the client, offer on line real time data such as ledger balance of stock and funds position etc. Company transfers clients'' funds and securities to their designated bank and demat account and all receipt and payment from/to clients are through account payee cheque only and no cash payment/acceptance is permitted. Your Company''s risk management system comprises of prudential norms, timely reporting and stringent controls. The various policies of the company, internal control systems ensures operational efficiency and mitigate risk. Technology is an integral part of the Company''s business operations and hence to mitigate the risk to technology failure, your company has taken up steps like use of sophisticated firewalls to protect the IT infrastructure from hacking/data leakage and security breaches, multiple options for internet bandwidth and internet connectivity. The Client level risk in broking operations is managed through system.

Risks Management Committee: Though under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is not mandatory for the Company to constitute Risks Management Committee, however, the Company has formed the Risks Management Committee. In the board meeting there is a formal discussion on identifying risk to the business and how to mitigate the same. The Board periodically reviews the company''s financial and risk management policies, systems and framework and ensures that risk is minimized.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the nature of business, size, scale of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and other policies of the Company. Based on the report of Statutory Auditors as well as periodic internal audit function carried out by a firm of Chartered Accountant, corrective action in the respective areas is taken thereby strengthen the controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board periodically. Also there is a full-fledged Compliance Department to ensure statutory compliances.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report.

13. SUBSIDIARY COMPANY

The Company has one Wholly Owned Subsidiary Company, M/s. Joindre Commodities Ltd (JCL). The salient features of financial statement of the Subsidiary, pursuant to the first proviso to sub-section 3 of section 129 read with rule 5 of the Companies (Accounts) Rule 2014, in the Form AOC-1 is given below:

(Rs in Lakhs)

Sr.No	Particulars	Joindre Commodities Ltd
1	Reporting Period	April 2017 to March 2018
2	Reporting Currency	Rupees
3	Country	India
4	Exchange Rate	NA.
5	Share Capital	75.00
6	Reserves and Surplus	49.23
7	Total Assets	137.81
8	Total Liabilities	137.81
9	Investment other than Investment in subsidiary	0
10	Turnover	8.97
11	Profit before taxation	0.16
12	Provision for Taxation	0.05
13	Profit after taxation	0.11
14	Proposed Dividend	Nil

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Paras Bathia (DIN No. 00056197) and Mr. Sunil Jain (DIN No. 00025926), Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

14.1 PERFORMANCE EVALUATION OF BOARD AND ITS'' COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, 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 its Audit Committee, Nomination and Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

14.2REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

14.3MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of Board Meetings and various Committee Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14.4 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company keeps its Directors informed of the activities of the Company, its management and provides overall capital market perspective and the issues faced by the market. The details of familiarization programme is explained in the Corporate Governance Report and are also available on the Company''s website under the head Investor Relations

15. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding ten per cent of annual consolidated turnover as per the last audited financial statements were entered 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. Accordingly the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at arms'' length and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The policy ensures that proper reporting, approval and disclosure process are in place for all transactions between the Company and the related parties.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

18. AUDITORS

18.1 STATUTORY AUDITORS

M/s. Jigna Sheth & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 9^th September 2017 for a term of five consecutive years, subject to ratification of appointment by members at every Annual General Meeting. In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the reappointment of the Statutory Auditors at every Annual General Meeting. Hence the item of ratification of re-appointment of Statutory Auditor is not required to be considered at the ensuing Annual General Meeting. In view of the same M/s. Jigna Sheth & Associates, Chartered Accountants will continue to act as Statutory Auditors of your Company for the financial year 2018-19

The notes on the financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservations or adverse remark.

18.2SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. P. Shah & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A". The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

19. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

20. CORPORATE GOVERNANCE

The Corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance of the same, forms an integral part of this Report.

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and use and adopt best technology available in the market.

I) Energy Conservation:

In order to conserve the energy the Company has taken the following steps:

a) replacement of old computers and office equipment’s with power savings devices as and when required.

b) Switching of lights when not required.

c) Minimizing usage of Air conditioners

II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technological advancement and try and adopt the same for day to day operations. The Company offers user friendly trading terminals and trading platforms to its clients. The Company has in place Wide Area Networking, high breed lease lines, use of Vsats in remote areas, Risk Management software etc..

III) There is no Foreign Exchange earnings and outgo during the year

22. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure B”.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "C"

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to the Company as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m.

24. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

25. LISTING OF SHARES

The Company''s shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

26. CAUTIONARY STATEMENT

Statements in the Board of Directors Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global economy, government regulations, tax laws, economic developments within the country and market sentiment.

27. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail broking through network of branches, sub-broker and authorized persons. The internet based trading facilities offered by the company is popular and widely used by the clients and viewers. The Company offers Research Report and financial updates to Individual Clients. The Company is also rendering Depository Services to its clients.

28. OPPORTUNITIES AND THREATS

The expectation of normal monsoon, coupled with Government''s continued reforms will help the revival of the the economy and the Capital Market. However, due to high international oil prices and interest differentials may have an adverse impact on the inflow of capital.

29. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company has been rendering Capital Market Services and hence there is no separate segment reporting.

30. OUTLOOK

During the year under review, on account of the significant reforms launched by the Government like GST, Indian Bankruptcy Code and recapitalization packages, have led to the major revival of Indian Economy, thereby boosting the market sentiment and investors’ confidence.

However, in the last quarter of the year, on account of pressure on fiscal, current account deficit, rising crude oil prices and depreciation of rupee in terms of dollar, there was a setback. Further the rising interest rates, willful defaults and bank frauds, had severe impact on the business environment including the capital market during the period January-March 2018. The negative market sentiment had taken toll on mid cap and small cap stocks with the result more than 500 stocks have been corrected between 30% to 70% since their highs in January 2018.

During the current year, the expectation of normal monsoon coupled with Government''s continued reforms and budgetary support and general elections, we hope it will further help the revival of the economy and the Capital Market. This will in turn help the company in terms of volume and profitability.

31. HUMAN RESOURCES

Your company has been able to employ and retain qualified professionals by offering the challenging work environment and compensation. The Company provides in house training to its employees. There were 74 employees as at 31-3-2018.

32. FORWARD LOOKING STATEMENT

The Statements made in this report describe the Company''s objectives and projections that may be forward looking statements which are based on certain assumptions and expectations of future events. The Company''s actual results, may differ materially from those projected in any such forward looking statements depending on economic conditions, government policies and decisions which are beyond the control of the Company.

33. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed a Committee and also adopted policy on prevention and redressal of grievance relating to sexual harassment of women at work place. There were nil complaints pending/received on sexual harassment during the year under review.

34. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the cooperation and contributions made by them at all levels.

By Order of the Board

Anil Mehta Subhash Agarwal

(Whole Time Director) (Whole Time Director)

Place : Mumbai

Date : May 30, 2018

Registered Office:

32 Raja Bahadur Mansion,

Ground Floor,

Opp. Bank of Maharashtra,

Mumbai Samachar Marg,

Fort, Mumbai - 400 023.

---

Mar 31, 2015

The Board of Directors are pleased to present herewith the Twentieth Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS

(Rs, In Lakhs)

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014

Gross Total Income 2578.66 1703.57

Expenditure 1948.14 1352.21

Finance Cost 64.08 45.32

Gross Profit ( Loss ) 566.44 306.04 Depreciation 22.86 24.40

Profit / (Loss) Before Tax 543.58 281.64 Provision for Taxation

Current 174.00 90.00

Deferred -4.64 -2.25

Provision for Earlier Year -1.02 -0.39

Net Profit (Loss) after Tax 375.24 194.28

Balance B/f from last Year 2900.90 2706.62 Appropriations:

Adjustment related to Fixed Assets 10.34 -

Proposed Dividend 103.77 -

Tax on Equity Dividend 21.13

Balance c/f to the Balance Sheet 3140.90 2900.90

2. REVIEW OF PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd and National Stock Exchange of India Ltd in their Cash and Derivative segment and Trading Member of MCX Stock Exchange Ltd in Currency Derivatives and providing Capital Market services through the network of branches and sub-brokers/ authorized persons.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

Total Income for the year increased by 51% to Rs. 2578.66 lakhs as compared to Rs.1703.57 lakhs last year. Total profit before tax for the year was higher by 93% to Rs.543.58 lakhs as against Rs. 281.64 lakhs last year and the net profit after tax was higher by 93% to Rs. 375.24 lakhs as against Rs. 194.28 last year.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & Derivatives Exchange Limited, Multi Commodity Exchange of India Ltd and National Spot Exchange Limited.

As regards the turnover fee liability of SEBI, please refer note no.28 (b) to Notes on Financial Statements forming parts of accounts, which is self explanatory.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.75/- per Equity Share of Rs. 10/- each (previous year Rs. Nil ). The total outgo for the current year amounts to Rs.124.90 lakhs including dividend distribution tax of Rs.21.13 lakhs (previous year Rs. Nil )

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 1383.64 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the Equity Shares of the Company as follows: Name of the Director Number of % of Total Shares Capital

Mr. Anil Mutha Whole Time Director 1771000 12.80

Mr. Dinesh Khandelwal Whole Time Director 771600 5.58

Mr. Paras Bathia Whole Time Director 1266850 9.16 Mr. Subhash Agarwal Whole Time Director 565450 4.09

Mr. Sunil Jain Whole Time Director 470160 3.40

Mr. Haresh Mehta Independent Director Nil NA

Mr. Ravi Jain Independent Director Nil NA

Mr. Shankar Khandelwal Independent Director Nil NA

Mrs. Sonali Chaudhary Independent Director Nil NA

Mr. Veepin Thokal Independent Director 1000 0.00

5. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs. 1997.66 lakhs. The Company continues to focus on judicious management of its Working Capital. Receivables, Inventories and other Working Capital parameters were kept under strict check through continuous monitoring.

5.1 DEPOSITS

The Company has not accepted deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

6. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to the Company.

7. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network of branches and sub- brokers, authorized persons. The Compliance Department ensures that various existing policies regarding registration of clients, risks relating to Client level, dealing in penny stocks, exposure limit, brokerage rates, suspending/ closure of client's account etc. are in place in compliance with the Exchange Rules and Regulations so that business risk is minimized and there are no penal action by the Regulatory Authority. The Company has taken adequate measures to secure interest of the Clients. The Trader Terminal provided offer on line real time data such as ledger balance of stock and funds position etc. Company transfers Clients' funds and securities to their designated bank and demat account and all receipt and payment from/ to clients are through account payee cheque only and no cash payment/acceptance is permitted. Your Company's risk management system comprises of prudential norms, timely reporting and stringent controls. The various policies of the company, internal control systems ensures operational efficiency and mitigate risk. Technology is an integral part of the Company's business operations and hence to mitigate the risk to technology failure, your company has taken up steps like use of sophisticated firewalls to protect the IT infrastructure from hacking/data leakage and security breaches, multiple options for internet bandwidth and internet connectivity. The Client level risk in broking operations is managed through system.

The Company has not formed Risk Management Committee and considered it as optional item as prescribed under Clause 49 of Listing Agreement. In the board meeting there is a formal discussion on risk to the business and how to mitigate the same.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the nature of business, size, scale of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and other policies of the Company. Based on the report of Statutory Auditors as well as periodic internal audit function carried out by a firm of Chartered Accountant, corrective action in the respective areas is taken thereby strengthen the controls. The significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board periodically. Also there is a fully fledged Compliance Department headed by the qualified professional to ensure statutory compliances.

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report.

10. SUBSIDIARY COMPANY

The Company has one Wholly Owned Subsidiary Company, M/s. Joindre Commodities Ltd (JCL). The salient features of financial statement of the Subsidiary, pursuant to the first proviso to sub-section 3 of section 129 read with rule 5 of the Companies (Accounts) Rule 2014, in the Form AOC-1 is given below:

(Rs in Lacs)

Sr. No Particulars Joindre Commodities Ltd

1 Reporting Period April 2014 to March 2015

2 Reporting Currency Rupees

3 Country India

4 Exchange Rate NA.

5 Share Capital 75.00

6 Reserves and Surplus 47.14

7 Total Assets 146.13

8 Total Liabilities 146.13

9 Investment other than Investment in subsidiary Nil

10 Turnover 11.47

11 Profit before taxation 4.09

12 Provision for Taxation 1.29

13 Profit after taxation 2.80

14 Proposed Dividend Nil

11. DIRECTORS/KEY MANAGERIAL PERSONS:

Mr. Dinesh Khandelwal (DIN No. 00052077) and Mr. Sunil Jain (DIN No. 00025926), Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors of the Company, on the recommendations of the Nomination and Remuneration Committee, at its meeting held on 29th May 2015, re- appointed Mr. Subhash Agarwal (DIN No. 00022127), Mr. Anil Mutha (DIN No. 00051924), Mr. Dinesh Khandelwal (DIN No. 00052077), Mr. Sunil Jain (DIN No. 00025926) and Mr. Paras Bathia (DIN No. 00056197) as Whole Time Directors of the Company for a period of 5 years from 15-09-2015 liable to retire by rotation , subject to the approval of the shareholders. The Board recommends their appointment to the shareholders.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) and clause 49 of the Listing Agreement.

Mrs. Kishori Pawde, Head Compliance, has been designated/appointed as Chief Financial Officer.

11.1 Performance evaluation of Board and its' Committees

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

11.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Five Board Meetings and four Audit Committee Meetings were convened and held. The details of Board Meetings and various Committee Meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11.4 Familiarization Programme for Independent Director

The Company keeps its Directors informed of the activities of the Company, its management and provides overall capital market perspective and the issues faced by the market.

12. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions i.e. transactions exceeding ten per cent of annual consolidated turnover as per the last audited financial statements were entered 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. Accordingly the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at arms length and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The policy ensures that proper reporting, approval and disclosure process are in place for all transactions between the Company and the related parties.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. As regards the turnover fee liability of SEBI, please refer note No.28(b) to Notes on Financial Statements forms parts of accounts, which is self explanatory.

15. AUDITORS

15.1 Statutory Auditors

The Company's Auditors, M/s Banshi Jain & Associates, Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company.

The notes on the financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservations or adverse remark.

15.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s.P. P. Shah & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure A"

16. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and use and adopt best technology available in the market.

I) Energy Consecration:

In order to conserve the energy the Company has taken the following steps:

a) replacement of old computers and office equipments with power savings devices as and when required.

b) Switching of lights when not required.

c) Minimizing usage of Air conditioners

II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technological advancement and try and adopt the same for day to day operations. The Company offers user friendly trading terminals and trading platforms to its clients. The Company has in place Wide Area Networking, high breed lease lines, use of Vsats in remote areas, Risk Management software.

III) There is no Foreign Exchange earnings and outgo durig the year

18. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure "B".

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure "C"

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to the Company as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m.

20. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

21. LISTING OF SHARES

The Company's shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

22. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward- looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global economy, government regulations, tax laws, economic developments within the country and market sentiment.

23. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co- operation and contributions made by them at all levels.

By Order of the Board

Anil Mutha Subhash Agarwal

(Whole Time Director) (Whole Time Director)

Place : Mumbai Date : May 29, 2015

Registered Office:

32 Raja Bahadur Mansion, Ground Floor,

Opp. Bank of Maharashtra, Mumbai Samachar Marg,

Fort, Mumbai - 400 023.

---

Mar 31, 2014

The Members,

The Board of Directors are pleased to present herewith the Nineteenth Annual Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Rs.In Lakhs)

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Gross Total Income 1703.57 1739.00

Expenditure 1352.21 1485.58

Finance Cost 45.32 62.33

Gross Profit ( Loss ) 306.04 191.09

Depreciation 24.40 29.09

Profit / (Loss) Before Tax 281.64 162.00 Provision for Taxation

Current 90.00 53.25

Deferred -2.25 -0.95

Provision for Earlier Year -0.39 0

Net Profit (Loss) after Tax 194.28 109.70

Balance B/f from last Year 2706.62 2596.92

Balance c/f to the Balance Sheet 2900.90 2706.62

2. DIVIDEND

Your Directors do not recommend any dividend for the year under review in order to conserve the resources of the Company.

3. REVIEW OF PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSE Ltd and National Stock Exchange of India Ltd in their Cash and Derivative segment and Trading Member of MCX Stock Exchange Ltd in Currency Derivatives and providing Capital Market services through the network of branches and sub-brokers/ authorised persons.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & '' Derivatives Exchange Limited, Multi Commodity Exchange of India Ltd and National Spot Exchange Limited.

During the year under review, the Gross Total Income of the Company decreased to Rs. 1703.57 Lakhs from Rs. 1739.00 Lakhs. The Net Profit after tax increased to Rs. 194.28 lakhs from Rs. 109.70 Lakhs.

As regards the turnover fee liability of SEBI, please refer note no. 28 (b) to Notes on Financial Statements forming parts of accounts, which is self explanatory.

4. DIRECTORS

Mr. Anil Mutha and Mr. Subhash Agarwal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Veepin Thokal, Mr. Shankar Khandelwal, Mr. Haresh Mehta, Mr. Ravi Jain, and Mrs. Sonali Chaudhary, were appointed as Directors of the Company, liable to retire by rotation , to act as Independent Directors under Clause 49 of the Listing Agreement with the Stock Exchange . The Securities Exchange Board of India (SEBI) has amended the Clause 49 of the Listing Agreement, stipulating the conditions for the appointment of Independent Directors. It is proposed to appoint Mr. Veepin Thokal, Mr. Shankar Khandelwal, Mr. Haresh Mehta, Mr. Ravi Jain, and Mrs. Sonali Chaudhary as Independent Directors under Section 149 of the Companies Act, 2013 and the Clause 49 of the Listing Agreement. The Company has received a declaration from these directors certifying that they meet with the criteria of Independentness as Director under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

5. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company.

6. FIXED DEPOSITS

The Company has not accepted any deposits from public.

7. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not given as no Employee of the Company is in receipt of remuneration of 7 60,00,000/- per annum or 7 5,00,000/- per month.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state:

i. That in the preparation of the Annual Accounts for the year ended 31-3-2014, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii. That appropriate accounting policies have been selected and applied consistently and judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31-3-2014 and of the profit or loss of the Company for the year ended on that date.

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Annual Accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Corporate Governance Report is separately given and forms part of this Report. The Auditors'' Certificate on Corporate Governance is also annexed to this report.

10. SUBSIDIARY COMPANY

As on 31st March, 2014, the Company has one Subsidiary Company namely M/s.Joindre Commodities Limited.

In accordance with the general circular No. 2/2011 dated 8-2-2011, issued by the Ministry of Corporate Affairs, Government of India, has granted a general exemption to the Companies from the requirement of attaching to its Annual Report, the Balance Sheet, Profit and Loss Account and the Report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to the Company Secretary at the Registered Office of the Company.

11. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the above referred circular and with the Accounting Standards AS-21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred subsidiary company and forms part of this Annual Report.

12. LISTING OF SHARES

The Company''s shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

13. AUDITORS AND AUDIT REPORT.

M/s. Banshi Jain & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under 141(3)(g) of the Companies Act, 2013. The Audit Committee and the Board of Directors recommend M/s. Banshi Jain & Associates, Chartered Accountants as Statutory Auditors of the Company for the financial year 2014- 15 for the approval of shareholders.

Notes on financial accounts referred in the Auditors Report are self explanatory and do not call for any further comments.

14. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co- operation and contributions made by them at all levels.

By Order of the Board

Anil Mutha Subhash Agarwal

(Whole Time Director) (Whole Time Director)

Place : Mumbai Date : May 30, 2014

Registered Office:

32 Raja Bahadur Mansion, Ground Floor,

Opp. Bank of Maharashtra, Mumbai Samachar Marg,

Fort, Mumbai - 400 023.

---

Mar 31, 2013

To The Members,

The Board of Directors are pleased to present herewith the Eighteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31st March, 2013 31st March, 2012

Gross Total Income 1739.00 2008.62

Expenditure 1485.58 1624.61

Finance Cost 62.33 88.49

Gross Profit ( Loss ) 191.09 295.52

Depreciation 29.09 33.75

Profit / (Loss) Before Tax 162.00 261.77

Provision for Taxation

Current 53.25 90.0

Deferred -0.95 -4.77

Provision for Earlier Year 0 -0.15

Net Profit (Loss) after Tax 109.70 176.69

Balance B/f from last Year 2596.92 2420.23

Balance c/f to the Balance Sheet 2706.62 2596.92



2. DIVIDEND

Your Directors do not recommend any dividend for the year under review in order to conserve the resources of the Company.

3. REVIEW OF PERFORMANCE

During the year under review the Gross Total Income of the Company decreased to Rs. 1739.00 Lakhs from Rs. 2008.62 Lakhs and Net Profit after tax decreased to Rs. 109.70 lakhs from Rs. 176.69 Lakhs.

The Company has a Trading-cum-Clearing Membership of BSE Ltd and National Stock Exchange of India Ltd in their Cash and Derivative segment and MCX Stock Exchange Ltd in Currency Derivatives and providing capital market services through the network of branches and sub-brokers/authorised persons.

M/s. Joindre Commodities Ltd., a subsidiary of the Company, is providing services for trading in commodity futures as a members of National Commodity & Derivatives Exchange Limited, Multi Commodity Exchange of India Ltd and National Spot Exchange Limited.

As regards the turnover fee liability of SEBI, please refer note no. 28 (b) to Notes on Financial Statements forming parts of accounts, which is self explanatory.

4. DIRECTORS

Mr. Sunil Jain, Mr. Paras Bathia, and Mr.Veepin Thokal, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Ranjit Baradia has resigned as Whole Time Director as well as Director of the Company w.e.f. 10-01-2013.

Mr. Mahendrakumar Jain has resigned as Director of the Company w.e.f. 06-03-2013. The Board recorded its appreciation for the valuable contribution made by them during their tenure as Directors.

5. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company.

6. FIXED DEPOSITS

The Company has not accepted any deposits from public.

7. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not given as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.

8. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors state:

i . That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii . That appropriate accounting policies have been selected and applied consistently and judgment and estimates made by them are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year.

iii. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Annual Accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report is separately given in this Report. The Auditors'' Certificate on Corporate Governance is also annexed to this report.

10. SUBSIDIARY COMPANY

As on 31st March, 2013, the Company has following subsidiary:

i. Joindre Commodities Limited.

In terms of Section 212(a) of the Companies Act, 1956, the Central Government, Ministry of Corporate Affairs vide its General Circular 2/2011 dated 8th February, 2011 has granted a general exemption to the Companies from the requirement of attaching to its Annual Report, the Balance Sheet, Profit and Loss Account and the Report of the Directors and Auditors thereon of its subsidiary. Accordingly the same is not attached to the Balance Sheet of the Company. Shareholders who wish to have a copy of Annual Accounts of subsidiary company may write to the Company Secretary at the Registered Office of the Company.

11. CONSOLIDATION OF FINANCIAL STATEMENTS

In accordance with the above referred circular and with the Accounting Standards AS-21 notified by Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements covered in this report by the Company include financial information of its above referred subsidiary company and forms part of this Annual Report.

12. LISTING OF SHARES

The Company''s shares are listed on BSE Ltd., Mumbai and the Company has paid the Listing Fees for the same.

13. AUDITORS

M/s. Banshi Jain & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

14. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co- operation and contributions made by them at all levels.



By Order of the Board

Subhash Agarwal Sunil Jain

(Whole Time Director) (Whole Time Director)



Registered Office:

32 Raja Bahadur Mansion, Ground Floor,

Opp. Bank of Maharashtra,

Mumbai Samachar Marg,

Fort, Mumbai - 400 023.



Place : Mumbai

Date : May 30, 2013

---

Mar 31, 2010

The Board of Directors are pleased to present herewith the Fifteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March. 2010.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31st March, 31st March, 2010 2009

Gross Total Income 3424.80 2515.91

Expenditure 2733.10 2073.83

Interest 49.74 89.71

Gross Profitl/fLoss) 641.96 352.37

Depreciation 38.22 38.86

Profit/(Loss) before lax 603.74 313,51

Provision for Taxation

Current 211.00 112,32

Deferred (6.57) {1.65}

Provision for earlier year 0.02 0.28

Net Profit/ft (loss) after tax 399.29 202.56

Balance B/f from Last year 2042.95 1843.13

Transfer to General Reserve 0.00 7.74 Proposed Dividend and

Tax thereon 129.50 0.00 Balance C/l to the

Balance Sheet 2312.74 2042.95



2. DIVIDEND

Your Directors have recommended a dividend of Rs. 0.80 per share (Rs. Nil per share for the previous year) on the Equity Shares of the Company, aggregating to Rs. 1.29.50.375/-(including Dividend Tax)

3. REVIEW OF PERFORMANCE

During the year under review the Gross Total Income of the Company increased from Rs. 2515.91 Lakhs to Rs. 3424.80 Lakhs and Net Profit aftertax increased from Rs. 202,56 lakhs to Rs.399.29 Lakhs.

The Company has been providing capital market services through the network of branches and sub-brokers/ authorised persons as Member of Cash Segment of NSE & BSE and the Trading-cum-CIearing Member of Derivatives Segment of both the Exchanges The Company is also operating as a Depository Participant of Central Depository Services (I) Ltd.

Ms. Joindre Commodities Ltd. a subsidiary of the Company, is providing services for trading in commodity futures as a member of NCDEX & MCX. M/s. Joindre DMCC. Dubai, a subsidiary of the Company. was providing services for trading in commodity as a member of DGCX The operations of Joindre DMCC have been adversely affected due to prevailing market conditions and low tunover at DGCX and the permission is being sought for winding up/deregistration of the Company.

The Research Division of the Company has been providing value added services to our clients in capilal and commodities market.

As regards the turnover fee liability of SE6I, refer to note no. 9 to the notes forming parts of accounts, which is self explanatory.

4. DIRECTORS

Mr. Ranjit Baradia, Mr. Sunil Jain. Mr, Paras Bathia and Mr. Vipin Thokal, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Nirmat Khetan. Mr Haresh Mehta and Mr. Ravi Sanl Jain have been appointed as Directors w.e.f. 12-06-2009. Mr. Pradip Jain has resigned as Director of the Company w.e.f. 12-06-2009. The Board records its appreciation for the valuable contribution made by him during his tenure as Director.

5. TERMINATION OF LICENCE AND DE-REGISTRATION OF JOINDRE DMCC. DUBAI,THE SUBSIDIARY OF THE COMPANY

The operations of Joindre DMCC. Dubai, were adversely affected due to prevailing market conditions and low turnover at DGCX. The income generated from the operations was insufficient to meet the basic cost of operation. In view of this the Joindre DMCC has sought the permission from Dubai Multi Commodities Centre Authority for termination of Licence and wmding-up/de-registering the Company

6. CONSERVATION OF ENERGY. TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217{1) (e) of the Companies Act. 1956 read with the Companies (Disclosure of Particulars in the Report of Beard of Directors) Rules, 1988. your Directors wish to state that the same Is not applicable to the Company.

7. F1XEDDEPOSITS

The Company has not accepted any deposits from public.

8. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules. 1975, as amended are not given as no Employee of the Company is in receipt of remuneration of Rs 24,00,000/- per annum or Rs. 2,00.000/-per month,

9. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act. 1956, the Directors state:

i That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii That appropriate accounting policies have been selected and applied consistently and judgment and eslimates made by them are reasonable and prurient so as to give a true and fair view of the slate of affairs of the Company a( the end of the financial year and of the profit or loss of the Company for the year

iii That proper and sufficient care has been taken (or the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of (he Company and for preventing and detecting fraud and other irregularities

iv That the Annual Accounts have been prepared on a going concern basis

10. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Slock Exchanges, the Corporate Governance Report is separately given in this Report The Auditors Certificate on Corporate Governance is also annexed to this report.

11. SUBSIDIARY COMPANIES

The information including Annual Accounts. Directors Report and Auditors Report in respect of the subsidiaries viz. Joindre Commodities Limited and Joindre DMCC, Dubai as on 31st March 2010 are annexed as required u/s 2l2 of the Companies Act, 1956.

12. LISTING OF SHARES

The Companys shares are listed on Bombay Stock Exchange Ltd.. Mumbai and the Company has paid the Listing Fees for the same

13. AUDITORS

M/s. Banshi Jain & Associates. Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

15. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders. Customers. Bankers. Stock Exchange Authorities and Employees for the co-operation and centribuIrons made by them at all levels.

By Order of the Board

Subhash Agarwal Anil Mutha

Whole time Director Whole time Director

Place:Mumbai

Date : May 31,2010