Notes to Accounts of Modern Shares & Stock Brokers Ltd.

Mar 31, 2015

1 Share Capital

No shares out of the issued, subscribed and paid up shares have been issued for a consideration other than cash,bonus etc. in past 5 years.

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

During the year ended March 31, 2015 the Board of Directors has proposed dividend @ 10% (previous year 10%).

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

2 Contingent liabilities

a Contingent liability on account of guarantees issued by Banks in favour of National Securities Clearing Corporation Limited Rs.100 Lacs. (previous year Rs.100 Lacs.)

b Contingent liability on account of property at Worli Naka towards property maintenance dues and market rent of the property, Rs.4,44,821/- (previous year Rs.3,62,626/-)

(b) Notes:

(i) Unallocated expenses comprise of staff cost, depreciation & general administrative expenses provided at an enterprise level.

(ii) Segment assets comprise of stock-in-trade, deposits with NSE and client accounts. Unallocated assets mainly comprise of fixed assets, investments and advances. Segment liabilities comprise of client accounts. Unallocated liabilities mainly include outstanding expenses, retirement benefits, statutory liabilities and loans.

3 The Company is a Minority Shareholder of Innovative B2B Logistics Solutions Limited (herein after referred to as B2B). The shares of B2B held by the Company was transferred to IL & FS Trust Company Limited - Trustee to the Innovative B2B Logistics Minority Shareholders Trust formed for the benefit and to protect the interest of the Minority Shareholders of B2B. In the event, if the new promoters namely India Value Fund (IVF) of B2B decides to exit by selling their stakes to other party/parties in future, all Minority Shareholders (Beneficial Owners of the Trust) shall get 50% of certain excess returns earned by IVF on sale of shares of B2B as one of the conditions agreed between B2B & Trustee. The necessary declaration for beneficial ownership in Form No II U/s 187(C) (2) of the Companies Act, 1956 has been filed by us with the company declaring the beneficial interest in the shares.

4 The Company is in possession of property at Kangra Mitra Mandal Co-op. Housing Society Ltd., at Worli Naka as tenant. However, the owner of the property has filed a suit against the Company demanding the property maintenance dues and market rent of the property / possession of the property. Being defendant, as directed by the Court, the Company has deposited the amount of Rs.4,44,821/- with the Court under protest pending disposal of the suit. With the legal recourse available to tenant, the Company expects to succeed the case.

5 Related Party Transactions:

As per Accounting Standard 18 - Related Party Transactions issued by the Institute of Chartered Accountants of India, the disclosures of transactions with related parties as defined in the Accounting Standard are given below:

List of Related Parties and Relationships

Person/companies having significant Mr.Narendra H.Advani influence over the Company Bhagwanti Exports Pvt. Ltd Hira Advani Holdings Pvt.Ltd Neelgagan Investments Pvt. Ltd Bhagwanti Tex Overseas Pvt Ltd

Key Management Personnel and Mr. Anil Sugno Manghnani

also person having significant Mr. Radhakrishna Shenvi influence over the company (part of the year)

Relatives of Key Management Ms. Lavina Manghnani-(spouse)

personnel and persons having Mr. Praveen Manghnani-(brother)

significant influence over Ms. Sarla H. Advani-(mother)

the company Ms. Shalini N. Advani-(spouse)

Mrs. Roshan Advani Patheria -(sister)

Ms. Ranjana H. Advani-(sister)

Ms. Sheela R. Shenvi-(spouse)

Mr. Shamu N. Shenvi-(brother)

Mr. Ramachandra N. Shenvi- (brother) Ms. Tanushree Shenvi-(daughter)

Ms. Vidya Shenvi-(brother's wife)

Ms. Suchita Shenvi-(brother's wife)

Ms. Aarti Ramchandra Shenvi (brother's wife)

6 : Previous year figures have been re-grouped and re-arranged wherever necessary.

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Mar 31, 2014

Note 1.1: Share Capital

No shares out of the issued, subscribed and paid up shares have been issued for a consideration other than cash, bonus etc. in past 5 years.

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

During the year ended March 31,2014 the Board of Directors has proposed dividend @ 10% (previous year 10%).

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

Note 1.2 Contingent liabilities

a Contingent liability on account of guarantees issued by Banks in favour of National Securities Clearing Corporation Limited Rs.100Lacs. (previous year Rs.100Lacs.)

b Contingent liability on account of property at Worli Naka towards property maintenance dues and market rent of the property, Rs.3,62,626/- (previous year Rs.Nil.) (Also refer Note no. 2.23)

Note 1.3:

The Company is a Minority Shareholder of Innovative B2B Logistics Solutions Limited (herein after referred to as B2B). The shares of B2B held by the Company was transferred to IL & FS Trust Company Limited - Trustee to the Innovative B2B Logistics Minority Shareholders Trust formed for the benefit and to protect the interest of the Minority Shareholders of B2B. In the event, if the new promoters namely India Value Fund (IVF) of B2B decides to exit by selling their stakes to other party/parties in future, all Minority Shareholders (Beneficial Owners of the Trust) shall get 50% of certain excess returns earned by IVF on sale of shares of B2B as one of the conditions agreed between B2B & Trustee. The necessary declaration for beneficial ownership in Form No II U/s 187(C) (2) of the Companies Act, 1956 has been filed by us with the company declaring the beneficial interest in the shares.

Note 1.4:

The Company is in possession of property at Kangra Mitra Mandal Co-op. Housing Society Ltd., at Worli Naka as tenant. However, the owner of the property has filed a suit against the Company demanding the property maintenance dues and market rent of the property / possession of the property. Being defendant, as directed by the Court, the Company has deposited the amount of Rs.3,62,626/- with the Court under protest pending disposal of the suit. With the legal recourse available to tenant, the Company expects to succeed the case.

Note 1.5: Related Party Transactions:

As per Accounting Standard 18 - Related Party Transactions issued by the Institute of Chartered Accountants of India, the disclosures of transactions with related parties as defined in the Accounting Standard are given below:

List of Related Parties and Relationships

Person/companies having significant influence over the Mr. Narendra H.Advani Company Bhagwanti Exports Pvt. Ltd

Hira Advani Holdings Pvt. Ltd.

Neelgagan Investments Pvt. Ltd.

Bhagwanti Tex Overseas Pvt Ltd

Key Management Personnel and also person having significant influence Mr. Anil Sugno Manghnani over the company (DIN NO. 00012806)

Mr. Radhakrishna Shenvi (Din No. 01005410)

Mrs. Lavina Manghnani-(spouse)

Relatives of Key Management Mr. Praveen Manghnani-(brother) personnel and persons having significant influence Mrs. Sarla H. Advani-(mother) over the company Mrs. Shalini N. Advani-(spouse)

Ms. Roshan H. Advani-(sister)

Ms. Ranjana H. Advani-(sister)

Mrs.Sheela R. Shenvi-(spouse)

Mr. Shamu N. Shenvi-(brother)

Mr. Ramachandra N. Shenvi- (brother)

Ms. Tanushree Shenvi-(daughter)

Ms. Vidya Shenvi-(brother''s wife)

Ms. Suchita Shenvi-(brother''s wife)

Ms. Aarti Ramchandra Shenvi- (brother''s wife)

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Mar 31, 2013

Note 1.1: Remittance in foreign currencies:

For dividends:

The Company has not remitted any amount in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. Particulars of dividends paid to non-resident shareholders on shares held on repatriation basis during the year 2012-2013 are as under:

(b) Notes:

(i) Unallocated expenses comprise of staff cost, depreciation & general administrative expenses provided at an enterprise level.

(ii) Segment assets comprise of stock-in-trade, deposits with NSE and client accounts. Unallocated assets mainly comprise of fixed assets, investments and advances. Segment liabilities comprise of client accounts.

Unallocated liabilities mainly include outstanding expenses, retirement benefits, statutory liabilities and loans.

Note 1.2:

The Company is a Minority Shareholder of Innovative B2B Logistics Solutions Limited (herein after referred to as B2B). The shares of B2B held by the Company was transferred to IL & FS Trust Company Limited - Trustee to the Innovative B2B Logistics Minority Shareholders Trust formed for the benefit and to protect the interest of the Minority Shareholders of B2B. In the event, if the new promoters namely India Value Fund (IVF) of B2B decides to exit by selling their stakes to other party/parties in future, all Minority Shareholders (Beneficial Owners of the Trust) shall get 50% of certain excess returns earned by IVF on sale of shares of B2B as one of the conditions agreed between B2B & Trustee. The necessary declaration for beneficial ownership in Form No II U/s 187(C) (2) of the Companies Act, 1956 has been filed by us with the company declaring the beneficial interest in the shares.

Note 1.3: Related Party Transactions:

As per Accounting Standard 18 - Related Party Transactions issued by the Institute of Chartered Accountants of India, the disclosures of transactions with related parties as defined in the Accounting Standard are given below:

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Mar 31, 2012

Note 1.1: Remittance in foreign currencies:

For dividends:

The Company has not remitted any amount in foreign currencies on account of dividends during the year and does not have information as to the extent to which remittances, if any, in foreign currencies on account of dividends have been made by/on behalf of non-resident shareholders. Particulars of dividends paid to non-resident shareholders on shares held on repatriation basis during the year 2011-2012 are as under:

(a) Notes:

(i) Unallocated expenses comprise of staff cost, depreciation & general administrative expenses provided at an enterprise level.

(ii) Segment assets comprise of stock-in-trade, deposits with NSE and client accounts. Unallocated assets mainly comprise of fixed assets, investments and advances. Segment liabilities comprise of client accounts. Unallocated liabilities mainly include outstanding expenses, retirement benefits, statutory liabilities and loans.

Note 1.2:

The Company is a Minority Shareholder of Innovative B2B Logistics Solutions Limited (herein after referred to as B2B). During the year the shares of B2B held by the Company was transferred to IL & FS Trust Company Limited - Trustee to the Innovative B2B Logistics Minority Shareholders Trust formed for the benefit and to protect the interest of the Minority Shareholders of B2B. In the event, if the new promoters namely India Value Fund (IVF) of B2B decides to exit by selling their stakes to other party/parties in future, all Minority Shareholders (Beneficial Owners of the Trust) shall get 50% of certain excess returns earned by IVF on sale of shares of B2B as one of the conditions agreed between B2B & Trustee. The necessary declaration for beneficial ownership in Form No II U/s 187(C) (2) of the Companies Act, 1956 has been filed by us with the company declaring the beneficial interest in the shares.

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Mar 31, 2011

1. Contingent Liabilities:

i) on account of guarantees issued by Banks in favour of National Securities Clearing Corporation Ltd., Rs. 100Lacs. (previous year Rs. 100Lacs.)

2. i) The lease (in perpetuity) of the Leasehold land is in the name of the Company but the benefit of undivided share, right, title and interest in the common areas and facilities is shared by the Company with the five purchasers of the portion of the building known as Band Box House built on this land.

ii) The Company had entered into a Joint Retail Venture Agreement with Bata India Ltd., for its office premise at Worli on 01/04/1994 for a period of 10 years, which was extended for a further period of five years up to 31/03/2009. On expiry of the said period The Company asked Bata India Ltd., to vacate the premises but they did not adhere to it, resulting in filing of suit in the Court of Small Causes at Bombay by the Company and accordingly the Company returned the cheques received and stopped recognizing the commission from them. However, as per legal advice received by the Company, during the current year a sum of Rs. 630,000/- received from Bata India Ltd., was deposited and accounted.

3. Deposits with banks:

i) Rs. 50Lacs (previous year Rs. 50Lacs) have been pledged with the banks as security for guarantees given to National Securities Clearing Corporation Ltd., for Cash Market;

ii) Rs. 618Lacs (previous year Rs. 209Lacs) have been pledged with the banks as security towards margin given to National Securities Clearing Corporation Ltd., for Futures & Options;

iii) Rs. 100Lacs (previous year Rs. 100Lacs) are pledged with banks against overdraft facilities provided;

iv) Rs. 50Lacs (previous year Rs. 53.62Lacs) is pledged with National Securities Clearing Corporation Ltd., towards margin for Cash Market;

v) Rs. 18.75Lacs (previous year Nil) is pledged with Bombay Stock Exchange Ltd., towards margin for Cash Market.

4. The Company is a SEBI registered Portfolio Manager and is performing the portfolio management services (PMS), the Company invests the funds of the clients received under the Portfolio Management Scheme in equity market and holds the securities received against such investments in separate depository account of each PMS clients. The amount received by the Company for PMS (net of such investments) is shown in current liabilities to the extent un-deployed.

5. Managerial Remuneration under Sec.198 of the Companies Act, 1956 paid to a whole time director :

The above excludes provision for gratuity since this is based on actuarial valuation done on an overall basis. Computation of net profit for the year has not been provided since no commission is paid/ payable.

6. Expenditure in Foreign Currency :

as actual of dividends have been made by/on behalf of non-residents, particulars of dividends paid to non- resident share holders on shares held on repartitation basis during the year 2010-11 are as under :

7. Segment Information for the year ended 31st March, 2011 :

(b) Notes :

(ii) Unallocated expenses comprise of Staff cost, Depreciation & General administrative expenses provided at an enterprise level.

(iii) Segment assets comprise of stock-in-trade, deposits with NSE and client accounts. Unallocated assets mainly comprise of fixed assets, investments and advances. Segment liabilities comprise of client accounts. Unallocated liabilities mainly include outstanding expenses, retirement benefits, statutory liabilities and loans.

8. As per Accounting Standard 18 - Related Party Transactions issued by the Institute of Chartered Accountants of India, the disclosures of transactions with related parties as defined in the Accounting Standard are given below :

List of Related Parties and Relationships

Person/companies having significant Mr.H.K.Advani (upto 19-11-2010) influence over the Company Bhagwanti Exports Pvt. Ltd Hira Advani Holdings Pvt. Ltd. Neelgagan Investments Pvt. Ltd. Bhagwanti Tex Overseas Pvt Ltd

Key Management Personnel and also Mr. Anil Sugno Manghnani person having significant influen -ce over the Company

Relatives of Key Management Mrs. Lavina Manghnani-(spouse) personnel and persons having sign Mrs. Sarla H. Advani-(spouse) -ificant influence over the Mr. Mr. Narendra H Advani-(son) Praveen Manghnani-(brother) Ms. Roshan H. Advani-(daughter) Company Ms. Ranjana H. Advani- (daughter)

9. The company has not received any intimation from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act has not been furnished and provision for interest, if any, on delayed payments, is not ascertainable at this stage.

10. The previous year's figures have been regrouped, rearranged and re-classified wherever necessary to conform to current year's figures.

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Mar 31, 2010

1. Contingent Liabilities:

i) on account of guarantees issued by Banks in favour of National Securities Clearing Corporation Ltd., Rs.100Lacs. (previous year Rs.100Lacs.)

2. The lease (in perpetuity) of the Leasehold land is in the name of the Company but the benefit of undivided share, right, title and interest in the common areas and facilities is shared by the Company with the five purchasers of the portion of the building known as Band Box House built on this land.

3. Deposits with banks:

i) Rs.50Lacs (previous year Rs.50Lacs) have been pledged with the banks as security for guarantees given to National Securities Clearing Corporation Ltd., for Cash Market;

ii) Rs.209Lacs (previous year Rs.379Lacs) have been pledged with the banks as security towards margin given to National Securities Clearing Corporation Ltd., for Futures & Options;

iii) Rs.100Lacs (previous year Rs.135Lacs) are pledged with banks against overdraft facilities provided;

iv) Rs.53.62Lacs (previous year Rs.50Lacs) is pledged with National Securities Clearing Corporation Ltd., towards margin for Cash Market.

4. The Company is a SEBI registered Portfolio Manager and in performing the portfolio management services(PMS), the Company invests the funds of the clients received under the Portfolio Management Scheme in equity market and holds the securities received against such investments in separate depository account of each PMS clients. The amount received by the Company for PMS (net of such investments) is shown in current liabilities to the extent undeployed.

The computation of net profit for the year has not been provided since no commission is paid/ payable.

(ii) Unallocated expenses comprise of Staff cost, Depreciation & General administrative expenses provided at an enterprise level.

(iii) Segment assets comprise of stock-in-trade, deposits with NSE and client accounts. Unallocated assets mainly comprise of fixed assets, investments and advances. Segment liabilities comprise of client accounts. Unallocated liabilities mainly include outstanding expenses, retirement benefits, statutory liabilities and loans.

5. As per Accounting Standard 18 - Related Party Transactions issued by the Institute of Chartered Accountants of India, the disclosures of transactions with related parties as defined in the Accounting Standard are given below:

List of Related Parties and Relationships

Person/companies having significant influence over the company

Mr. H. K. Advani Bhagwanti Exports Pvt. Ltd Hira Advani Holdings Pvt. Ltd. Neelgagan Investments Pvt. Ltd. Bhagwanti Tex Overseas Pvt Ltd

Key Management Personnel and also person having significant influence over the company

Mr. Anil Sugno Manghnani

Relatives of Key Management personnel and also persons having significant influence over the company

Mrs. Lavina Manghnani-(spouse) Mr. Praveen Manghnani-(brother) Mrs. Sarla H. Advani-(spouse) Mr. Narendra H Advani-(son) Ms. Roshan H. Advani-(daughter) Ms. Ranjana H. Advani-(daughter)

Transactions during the year with related parties:

6. The company has not received any intimation from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, the disclosures relating to amount unpaid as at the end of the year together with interest paid/payable as required under the said Act has not been furnished and provision for interest, if any, on delayed payments, is not ascertainable at this stage.

7. The previous years figures have been regrouped and re-classified wherever necessary to conform to current years figures.