Directors Report of Mehta Securities Ltd.

Dec 31, 2014

Dear members,

The Directors have pleasure in presenting the 21st Annual Report of the Company along with Audited Accounts for the year ended 31st December, 2014.

* FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st December 2014, as compared to the previous year are summarized below: -

(Rs. In Lacs) 31/12/2014 31/12/2013

Total Income 98997.23 58884.42

Profit/ (Loss) before Taxation 69.28 0.09

Less: Depreciation 12.83 6.17

Profit/ (Loss) before Taxation 56.45 (6.08)

Provision for Income Tax NIL NIL

Net Profit/(Loss) After Tax 56.45 (6.08)

Transfer to General Reserve 56.45 (6.08)

Proposed Dividend 00.00 00.00

The total net income of the Company during the year was Rs. 98997.23 lacs against Rs. 58884.42 lacs in the previous financial year. The total expenditure during the year was Rs 98940.78 lacs against Rs. 58890.50 lacs in the previous year. The Profit/(Loss) after tax for the year under review at Rs. 56.45 lacs was likewise higher than that of the previous year of Rs. (6.08) lacs. The Directors trust that the shareholders will find the performance of the company for financial year 2014 to be satisfactory. The Earning Per Share (EPS) of the company is Rs. 1.83 per share.

However, with a view to plough back the profits and to cater the growing need of funds for business operations, your Board of Directors have decided not to recommend a dividend on Equity Share for the year under review.

* BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The Company is essentially concentrating on broking activities, advisory and consultancy assignments in capital markets. The company is investing its funds in the capital market and other financial instruments in view of the long term prospects of the Indian economy and the Company is confident that it would be able to take advantage of emerging opportunities in the coming years.

* DIRECTOR:

Mrs. Bhavna D. Mehta (DIN- 1590958), Director of the Company retires from office by rotation in accordance with the requirement of the Companies Act, 2013 and being eligible, offers herself for reappointment.

Mrs. Bhavna D. Mehta (DIN- 1590958) was the Director of company. The Nomination and Remuneration Committee at its meeting convened 28th February, 2015, recommended re-appointment of Mrs. Bhavna D. Mehta as Managing Director of Company to hold office for a period of five years from 28th February,2015 on the terms and condition more particularly mentioned in the above resolution. The board of directors at its meeting held on 28th February, 2015 also approved the same subject to the approval of members.

* PERTICULARS OF EMPLOYEES :

The Company has no employees of the categories specified in Section 217 (2A) of the Companies Act, 1956.

* PARTICULARS OF CONSERVATION OF ENERGY ETC.:

The company has no manufacturing activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

* APPOINTMENT OF INDEPENDENT DIRECTORS:

In line with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company had appointed Mr. Ramnik D. Sojitra and Mr. Upen P. Parekh as Independent Directors of the Company. As per section 149(4) of the Companies Act, 2013, every listed public company is required to have atleast one-third of total number of Directors as Independent Directors. Such Directors will be appointed for a fixed term of upto 5 (five) years and will not be liable to retire by rotation. In order to meet these requirements, the Director is appointed as an Independent Director for a fixed tenure as mentioned in the notice of forthcoming Annual General Meeting (AGM) of the Company.

The company has received a declaration confirming that they meet with the criteria of Independence from the Independent Director as prescribed under section 149(6) of Companies Act, 2013.

* RELATED PARTY TRANSACTIONS:

The company has given loans, guarantees and made investments as authorized and prescribed under law u/s 186 as well section 188 of Companies Act, 2013, the resolution for which has been proposed in the notice of an ensuing Annual General Meeting (AGM) and the disclosure of which has been made in the Notice of an ensuing Annual General Meeting and notes to Financial Statements as per Accounting Standard- 18.

* AUDITORS:

M/s. Dinesh K. Shah & Co. Chartered Accountants, hold office till the conclusion of ensuring Annual General Meeting and having received the required certificate u/s 141(3)(g) of the Companies Act, 2013 are eligible for reappointment from the conclusion of this Annual General Meeting till the conclusion of 26th Annual General Meeting under the provisions of Section 139 and other applicable provisions and rules thereto if any, of the Companies Act, 2013. The board recommends the reappointment and requests the members to fix their remuneration. The notes on financial statement referred to in the auditor''s report are self explanatory and do not call for any further explanation/comment from the board.

* SECRETARIAL AUDIT REPORT:

Pursuant to General Circular 08/2014 under Ref.No. 1/19/2013-CL-V issued by Ministry of Corporate Affairs, it was notified that Board''s Report in respect of financial years that commenced earlier than 1st April, 2014 shall be governed by the relevant provisions / schedules / rules of the Companies Act,1956 and that in respect of financial years commencing on or after 1st April,2014,the provisions of the new Act shall apply. However, your company has as a good corporate practice in accordance with section 204(1) of Companies Act, 2013 annexed with its Board''s Report a secretarial audit report given by a company secretary in Practice in prescribed form.

* PUBLIC DEPOSITS:

The company does not take any deposits from public. There was no Deposits unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st December 2014.

* CORPORATE SOCIAL RESPONSIBILITY:

The company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company. Your company is not required to constitute Corporate Social Responsibility Committee of Board under Section 135(1) of Companies Act, 2013.

* REPORTING ON SUSTAINABILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

* DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, company''s equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

* DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:-

a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st December, 2014 and of the Profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st December, 2014 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company, and for prevention and detection of fraud and other irregularities.

d) That the directors have prepared the annual accounts on an ongoing concern basis.

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

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

* LISTING:

The equity shares of the company are listed on Bombay Stock Exchange (BSE code: 511738)

The company is generally regular in payment of Annual Listing Fees. The company has paid listing fees for the year 2014-2015 to Bombay Stock Exchange.

* CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report. Requisite Certificate from the Auditor of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

* ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company''s affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

On behalf of Board of Directors:

Place: Ahmedabad Bhavna D. Mehta Date: 28th February, 2015 (Managing Director)

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Dec 31, 2013

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company on the business and operations of the company along with Audited Accounts for the year ended 31st DECEMBER 2013.

1. FINANCIAL RESULTS :

The financial results of the Company for the year ended on 31st DECEMBER 2013 as compared to the previous year are summarized below :-

(Rs. In Lacs) (Rs. In Lacs)

31/12/2013 31/12/2012

Total Income 58884.42 49926.00

Total Expenditure 58890.50 49918.18

Profit/(Loss) before Taxation (6.08) 7.82

Provision for Income Tax Nil Nil

Net Profit/Loss After Tax (6.08) 7.82

2. PERFORMANCE DURING THE YEAR :

During the year under review, the Company has a gross loss of Rs. 6.08 lacs due to certain economical and out of control factors. company will make efforts to make good the loss within reasonable time.

3. FUTURE OUTLOOK :

The local and Global economic indicators are improving,which is led by positive prospects in advanced economies. Despite a strengthening external demand, uncertainty continues to loom large on the economic, fiscal and current account horizon of some emerging economies owing to domestic fraglities. the global economic climate continues to be volatile, uncertain and prone to geo-political risks.

4. DIVIDEND :

In order to conserve resources the Board of Directors do not recommend dividend .

5. DIRECTOR :

In accordance with the requirement of companies Act 1956, Mr. Upen Parekh, director of the company retire by rotation at ensuing Annual General Meeting, and being eligible offer himself for re-appointment.

6. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category specified in Section 217 (2A) of The Companies Act, 1956.

7. PARTICULARS OF CONSERVATION OF ENERGY ETC :

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. is not applicable.

8. AUDITORS AND THEIR REPORT :

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

9. PUBLIC DEPOSITS :

There was no deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal as on 31st DECEMBER 2013.

10. DIRECTORS'' RESPONSIBILITY STATEMENT :

Your Director Confirm:-

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

(b) That accounting policies have been applied by them consistantly and made judgments and estimates that are reasonable and prudent, so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profits of the company for that period.

(c) Proper and adequate care taken by the company as per the provision of the company''s Act 1956 to safeguard the assets of the company and has prevented the company from financial irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

11. LISTING :

The equity shares of the Company are listed on The Bombay Stock Exchange Limited, Listing fees for the year 2013-14 have been duly paid.

12. CORPORATE GOVERNANCE:

The company has been observing the best corporate governance practices and benchmarking itself against each such practice on an ongoing basis. A separate section on corporate governance and a certificate from statutory auditors M/s. Dinesh K. Shah & Co., Charterd accountants( Membership no. F-010477) regarding compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the listing agreements with the stock exchanges form part of this annual report.

13. ACKNOWLEDGMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, which have contributed to the successful management of the Company''s affairs.

PLACE : AHMEDABAD. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS DATE : 29/04/2014 sd/- (BHAVNA D. MEHTA) DIRECTOR

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Dec 31, 2012

To , The Members of MEHTA SECURITIES LIMITED,

Ahmedabad.

The Directors have pleasure in presenting the 19th Annual Report of the Company along with Audited Accounts for the year ended 31ST DECEMBER 2012.

1. FINANCIAL RESULTS :

The financial results of the Company for the year ended on 31ST DECEMBER 2012 as compared to the previous year are summarized below :-

(Rs. In Lacs) (Rs. In Lacs) 31/12/2012 31/12/2011

Total Income 49926.00 20481.30

Total Expenditure 49918.19 20566.62

Profit/(Loss) before Taxation 7.82 (46.98)

Provision for Income Tax Nil Nil

Net Profit/Loss After Tax 7.82 (46.98)



2. PERFORMANCE AND FUTURE OUTLOOK :

During the year under review, the Company has a gross income of Rs. 7.82 lacs.

The Company has during the year under review, provided appropriate amount towards increase in investments value, which has resulted into Profit. The indian economy shows promise of growth and development in the capital market.

3. DIVIDEND :

In order to conserve resources the Board of Directors do not recommend dividend .

4. DIRECTOR :

One of your Directors viz. Mr. R. D.Sojitra retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He however, being eligible, offers himself for reappointment.

5. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category specified in Section 217 (2A) of The Companies Act, 1956.

6. PARTICULARS OF CONSERVATION OF ENERGY ETC :

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. is not applicable.

7. AUDITORS AND THEIR REPORT :

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration.

8. PUBLIC DEPOSITS :

There was no deposit unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal as on 31st DECEMBER 2012.

9. DIRECTORS’ RESPONSIBILITY STATEMENT :

Your Director Confirm:- (a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

(b) The application of certain accounting standards by the Directors has lead the company to acquire smooth progress at the end of the financial year ended as on 31st December 2012.

(c) Proper and adequate care taken by the company as per the provision of the company’s Act 1956 to safeguard the assets of the company and has prevented the company from financial irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

10. LISTING :

The equity shares of the Company are listed on The Bombay Stock Exchange Limited, Listing fees for the year 2012-13 have been duly paid.

11. CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report.

12. ACKNOWLEDGMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, which have contributed to the successful management of the Company’s affairs.

PLACE : AHMEDABAD. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

DATE : 29/04/2013

sd/-

(BHAVNA D. MEHTA)

DIRECTOR

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Dec 31, 2008

The Directors have pleasure in presenting the 15th Annual Report of the Company along with Audited Accounts for the year ended 31 ST DECEMBER 2008. 1. FINANCIAL RESULTS :

The financial results of the Company for the year ended on 31ST DECEMBER 2008 as compared to the previous year are summarized below :-

(Rs. In Lacs) 31/12/2008 31/12/2007

Total Income 6981.72 4896.77 Total Expenditure 7027.72 4905.25 Profit/(Loss) before Taxation (46.00) (8.48) Provision for Income Tax Nil Nil Net Profit/Loss After Tax (46.00) (8.48)

2. OVERALL REVIEW OF PERFORMANCE :

The operations of the Company have improved moderately in spite of several organizational and market related issues.

During the year under review, the Company has a gross income of Rs. 6981.72 Lacs.

Simultaneously, during the year under review, as well as historically the Company has provided substantial amount towards decrease in investments value, which has resulted into loss of 46 lacs.

3. DIVIDEND :

In view of the loss, the Board of Directors do not recommend dividend .

4. BUSINESS OPERATIONS AND FUTURE OUTLOOK :

The business of the Company is being affected by several external factors, which are beyond the control of the Company. Some of them are fluctuating market conditions, political situation, government control etc. But looking to the structural changes that have taken place in the economic environment, the future of the Company and the area in which the Company carries on Its business is bright. The company is exploring various initiatives relatirtgto the capital market.

5. DIRECTOR;

One of your Directors viz. Mr. Upen Parekh retires from office by rotation in accordance with the requirement of The Companies Act, 1956. He however, being eligible, offers himself for reappointment.

6. PARTICULARS OF EMPLOYEES :

The Company has no employees of the category specified in Section 217 (2A) of The Companies Act, 1956.

7. PARTICULARS OF CONSERVATION OF ENERGY ETC :

Since the Company is not engaged in any manufacturing activity, the disclosures as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to conservation of energy, etc. is not applicable.

8. AUDITORS AND THEIR REPORT :

Auditors M/s. Dinesh K. Shah & Co., Chartered Accountants hold office till the conclusion of ensuing Annual General Meeting and having furnished the required certificate U/s. 224 (1-B) of The Companies Act, 1956 are eligible for re-appointment. Board recommends the reappointment and requests the members to fix their remuneratiori.

9. PUBLIC DEPOSITSi :

There was no deposit unclaimed or unpaid by the Company after the date on which jt has.become due for payment or renewal as on 31st DECEMBER 2008.

10. DIRECTORS RESPONSIBILITY STATEMENT :

Your Director Confirm:-

(a) That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

(b) That the Directors had selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31s DECEMBER 2008 and of the Profit of the Company for that year.

(c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31 ST DECEMBER 2008 in accordance with the provision of The Companies Act, 1956 for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities.

(d) That the Directors had prepared the Annual Accounts on an ongoing basis.

11. LISTING :

The equity shares of the Company are listed on The Stock Exchange of Mumbai, Listing fees for the year 2008-09 have been duly paid.

12. CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report.

13. ACNOWLEDGEMENT:

Your Directors take,this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, which have contributed to the successful management of the Companys affairs.

PLACE : AHMEDABAD. FOR AND ON BEHALF OF THE BOARD OF DJRECTORS DATE : 29/04/2009 (BHAVNA D. MEHTA) DIRECTOR