JOINDRE JOINDRE CAPITAL SERVICES LTD.[!]I - BSE

--------.®JOINDRE JOINDRE CAPITAL SERVICES LTD. [!]I

Date: August 21 , 2020

Department of Corporate Services,BSE Limited,Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai 400 001

Dear Sirs,

Sub: Annual Re~o~ for th.ey~ar 2019-20; Scrip Code - 531861- Regulation 34(1)(a) SEBI [Listing Obligations and Disclosure Requirements) Reg. 2015

We are sendi~g he~ew~th a soft copy of Annual Report of the Company for the year2019-20 for dissemination on your website.

Kindly take these documents on your records and oblige.

Thanking you,

Yours faithfully,

For Joindre Capital Services Limited

Sd/-(Vijay Pednekar)Company Secretary

End: Annual Report 2019-20

CIN: L67120MH 1995PLC086659 E-mail: [email protected] WebSite: www.joindre.comf

Registered Office : 32, Raja Bahadur Mansion, Ground Floor, Opp. Bank of Maharashtra, Mumbai Samachar Marg, Fort, Mumbai - 400 023.Phone: (91-22) 4033 4723/28, 4033 4567 • Fax: (91-22) 4033 4721 /4033 4568 .

SEBI Regn_ Nos. : Member - BSE (Cash & Derivatives), NSE (Cash & Derivatives), MSE Ltd (Currency Derivatives) - INZOOO174034Research Analyst: INHOOOOO2061• DP : IN-DP-98-2015 • PMS - INPOOOOO6138

th25 Annual Report2019-2020

S

JOINDRE CAPITAL SERVICES LIMITED

MEMBERSHIP

BSE LTD.

NATIONAL STOCK EXCHANGE OF INDIA LTD.

METROPOLITAN STOCK EXCHANGE OF INDIA LTD (up to 26-02-2020)

DEPOSITORY PARTICIPANT

CENTRAL DEPOSITORY SERVICES (I) LTD.

SUBSIDIARY COMPANY

JOINDRE COMMODITIES LTD.

MEMBERSHIP

NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED

MULTI COMMODITY EXCHANGE OF INDIA LIMITED


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25th ANNUAL GENERAL MEETING

Date : 19th September, 2020

Day : Saturday

Time : 10.00 A.M.

Book Closure : 13th September, 2020Date To

19th September, 2020(Both days inclusive)

BOARD OF DIRECTORS

Anil Mutha Chairman

Dinesh Khandelwal Whole-time Director

Paras Bathia Whole-time Director

Subhash Agarwal Whole-time Director

Sunil Jain Whole-time Director

Jeha Sanjay Shah* Additional Director/Independent Director

Ramavtar Badaya** Independent Director

Ravi Sant Jain Independent Director

Sanjay Jain Independent Director

Sonali Chaudhary Independent Director

Veepin Thokal Independent Director

*Appointed w.e.f. 05-09-2019

**Resigned w.e.f. 05-09-2019

COMPANY SECRETARYVijay Pednekar

CHIEF FINANCIAL OFFICERPramod Surana

AUDITORSS. Rakhecha & Co.Chartered Accountants

BANKERSBank of IndiaHDFC Bank Ltd.IDBI Bank Ltd.

SHARE TRANSFER AGENTSSharex Dynamic (India) Pvt. Lt d.C-101,247 Park, L.B.S. Marg, Vikhroli (W),Mumbai 400083Tel. No.: (022) 28515606, 28515644Fax No.: 28512885e-mail : [email protected]

REGISTERED OFFICE32, Raja Bahadur Mansion,Ground Floor, Opp. Bank of Maharashtra,Mumbai Samachar Marg,Fort, Mumbai - 400023.Tele No.: (022) 40334720, Fax No.: 40334721

ADMINISTRATIVE OFFICEBotawala Building, 2nd Floor,11/13, Horniman Circle,Fort, Mumbai - 400023.Tel No.: (022) 40334567, Fax No.: 40334568Website : www.joindre.com

CONTENTS ............................ Page No.

Notice ............................................................ 2

Directors' Report ........................................ 14

Report on Corporate Governance ........... 34

Auditors' Report ......................................... 47

Balance Sheet ........................................... 52

Profit and Loss Account ........................... 53

Cash Flow Statement ................................ 55

Notes forming part of theFinancial Statements ................................. 56

Consolidated Financial Statements .......... 86


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NOTICENotice is hereby given that the Twenty-fifth Annual GeneralMeeting of the Shareholders of JOINDRE CAPITALSERVICES LIMITED will be held on Saturday,19th September2020 at 10.00 A.M. through Video Conferencing (VC)/OtherAudio Visual Means (OAVM) facility to transact the followingbusiness:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited StandaloneFinancial Statement of the Company for the financialyear ended 31st March, 2020 and the Report of theBoard of Directors and the Auditors thereon.

2. To receive, consider and adopt the Audited ConsolidatedFinancial Statement of the Company for the financialyear ended 31st March, 2020 and the report of theAuditors thereon.

3. To declare dividend on Equity Shares.

4. To appoint a Director in place of Mr. Dinesh Khandelwal(DIN 00052077), who retires by rotation and beingeligible, offers himself for re-appointment.

5. To appoint a Director in place of Mr. Paras Bathia (DIN00056197), who retires by rotation and being eligible,offers himself for re-appointment.

SPECIAL BUSINESS

6. Re-appointment and payment of remuneration to Mr.Anil Mutha (DIN No.00051924), the Chairman/ WholeTime Director of the Company for a period of five yearscommencing from 15th September, 2020

To consider and if thought fit, to pass with or withoutmodification the following resolution as an OrdinaryResolution :

"RESOL VED THAT pursuant to the provisions ofSection 196, 197 and other applicable provisions, ifany of the Companies Act, 2013, Schedule V of thesaid Act as amended up to date, consent and approvalbe and is hereby accorded to the re-appointment andpayment of remuneration and perquisites to Mr. AnilMutha (DIN No.00051924), the Chairman/Whole TimeDirector of the Company for a period of five yearscommencing from 15th September, 2020 as per thedetails given in the explanatory statement with suchincrease in remuneration and perquisites, if permissibleas per the provision of the Act and as may be decidedby the Board of Directors (hereinafter referred to as"the Board" which term shall include its Committeeconstituted for the purpose) from time to time and onthe terms and conditions set out in draft letter ofappointment."

"RESOLVED FURTHER THAT the Board of Directorsof the Company be and is hereby authorised to varyor increase the remuneration and perquisites includingthe monetary value thereof as specified in the saiddraft letter of appointment to the extent the Board ofDirectors may consider appropriate and as may bepermitted or authorised in accordance with any provision

under the Act for the time being in force provided,however, that the remuneration payable to Mr. AnilMutha shall be within the limits set out in the said Actincluding the said Schedule V to the Act or anyamendments thereto or any modification(s) or statutoryre-enactment(s) thereof and/or any rules or regulationsframed thereunder and the terms of the aforesaidletter of appointment between the company and Mr.Anil Mutha, shall be suitably modified to give effectto such variation or increase as the case may be."

"RESOLVED FURTHER THAT in the event of noprofit or inadequacy of profits in any financial year ofthe Company during the tenure of Mr. Anil Mutha asChairman/Whole Time Director of the Company, theremuneration and perquisites set out in the aforesaiddraft letter of appointment be paid or granted to himas minimum remuneration provided that the totalremuneration by way of salary, perquisites and otherallowances shall not exceed the ceiling provided inSection II(A) of Part II of Schedule V to the said Actas amended from time to time or any equivalentstatutory re-enactment thereof."

"RESOLVED FURTHER THAT the Board of Directorsof the Company be and is hereby authorised to takesuch steps as may be necessary to give effect to thisresolution."

7. Re-appointment and payment of remuneration to Mr.Dinesh Khandelwal (DIN No. 00052077), the WholeTime Director of the Company for a period of five yearscommencing from 15th September, 2020.


"RESOLVED THAT pursuant to the provisions ofSection 196, 197 and other applicable provisions, ifany of the Companies Act, 2013, Schedule V of thesaid Act as amended up to date, consent and approvalbe and is hereby accorded to the re-appointment andpayment of remuneration and perquisites to Mr. DineshKhandelwal (DIN No. 00052077), the Whole TimeDirector of the Company for a period of five yearscommencing from 15th September, 2020 as per thedetails given in the explanatory statement with suchincrease in remuneration and perquisites, if permissibleas per the provision of the Act and as may be decidedby the Board of Directors (hereinafter referred to as"the Board" which term shall include its Committeeconstituted for the purpose) from time to time and onthe terms and conditions set out in draft letter ofappointment."

"RESOLVED FURTHER THAT the Board of Directorsof the Company be and is hereby authorised to varyor increase the remuneration and perquisites includingthe monetary value thereof as specified in the saiddraft letter of appointment to the extent the Board ofDirectors may consider appropriate and as may bepermitted or authorised in accordance with any provisionunder the Act for the time being in force provided,


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however, that the remuneration payable to Mr. DineshKhandelwal shall be within the limits set out in the saidAct including the said Schedule V to the Act or anyamendments thereto or any modification(s) or statutoryre-enactment(s) thereof and/or any rules or regulationsframed thereunder and the terms of the aforesaidletter of appointment between the company and Mr.Dinesh Khandelwal, shall be suitably modified to giveeffect to such variation or increase as the case maybe."

"RESOLVED FURTHER THAT in the event of no profitor inadequacy of profits in any financial year of theCompany during the tenure of Mr. Dinesh Khandelwalas Whole Time Director of the Company, theremuneration and perquisites set out in the aforesaiddraft letter of appointment be paid or granted to himas minimum remuneration provided that the totalremuneration by way of salary, perquisites and otherallowances shall not exceed the ceiling provided inSection II(A) of Part II of Schedule V to the said Actas amended from time to time or any equivalentstatutory re-enactment thereof."


8. Re-appointment and payment of remuneration to Mr.Paras Bathia (DIN No. 00056197), the Whole TimeDirector of the Company for a period of five yearscommencing from 15th September, 2020.


"RESOLVED THAT pursuant to the provisions ofSection 196, 197and other applicable provisions, ifany of the Companies Act, 2013, Schedule V of thesaid Act as amended up to date, consent and approvalbe and is hereby accorded to the re-appointment andpayment of remuneration and perquisites to Mr. ParasBathia (DIN No. 00056197), the Whole Time Directorof the Company for a period of five years commencingfrom 15th September, 2020 as per the details givenin the explanatory statement with such increase inremuneration and perquisites, if permissible as per theprovision of the Act and as may be decided by theBoard of Directors (hereinafter referred to as "theBoard" which term shall include its Committee constitutedfor the purpose) from time to time and on the termsand conditions set out in draft letter of appointment."

"RESOLVED FURTHER THAT the Board of Directorsof the Company be and is hereby authorised to varyor increase the remuneration and perquisites includingthe monetary value thereof as specified in the saiddraft letter of appointment to the extent the Board ofDirectors may consider appropriate and as may bepermitted or authorised in accordance with any provisionunder the Act for the time being in force provided,however, that the remuneration payable to Mr. Paras

Bathia shall be within the limits set out in the said Actincluding the said Schedule V to the Act or anyamendments thereto or any modification(s) or statutoryre-enactment(s) thereof and/or any rules or regulationsframed thereunder and the terms of the aforesaidletter of appointment between the company and Mr.Paras Bathia, shall be suitably modified to give effectto such variation or increase as the case may be."

"RESOLVED FURTHER THAT in the event of no profitor inadequacy of profits in any financial year of theCompany during the tenure of Mr. Paras Bathia asWhole Time Director of the Company, the remunerationand perquisites set out in the aforesaid draft letter ofappointment be paid or granted to him as minimumremuneration provided that the total remuneration byway of salary, perquisites and other allowances shallnot exceed the ceiling provided in Section II(A) of PartII of Schedule V to the said Act as amended fromtime to time or any equivalent statutory re-enactmentthereof."


9. Re-appointment and payment of remuneration to Mr.Subhash Agarwal (DIN No. 00022127), the WholeTime Director of the Company for a period of five yearscommencing from 15th September, 2020.


"RESOLVED THAT pursuant to the provisions ofSection 196, 197 and other applicable provisions, ifany of the Companies Act, 2013, Schedule V of thesaid Act as amended up to date, consent andapproval be and is hereby accorded to the re-appointment and payment of remuneration andperquisites to Mr. Subhash Agarwal (DIN No.00022127),the Whole Time Director of the Company for a periodof five years commencing from 15th September, 2020as per the details given in the explanatory statementwith such increase in remuneration and perquisites,if permissible as per the provision of the Act and asmay be decided by the Board of Directors (hereinafterreferred to as "the Board" which term shall includeits Committee constituted for the purpose) from timeto time and on the terms and conditions set out indraft letter of appointment."

"RESOLVED FURTHER THAT the Board of Directorsof the Company be and is hereby authorised to varyor increase the remuneration and perquisites includingthe monetary value thereof as specified in the saiddraft letter of appointment to the extent the Boardof Directors may consider appropriate and as maybe permitted or authorised in accordance with anyprovision under the Act for the time being in forceprovided, however, that the remuneration payable toMr. Subhash Agarwal shall be within the limits set


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out in the said Act including the said Schedule Vto the Act or any amendments thereto or anymodification(s) or statutory re-enactment(s) thereofand/or any rules or regulations framed thereunderand the terms of the aforesaid letter of appointmentbetween the company and Mr. Subhash Agarwal,shall be suitably modified to give effect to suchvariation or increase as the case may be."

"RESOL VED FURTHER THAT in the event of noprofit or inadequacy of profits in any financial year ofthe Company during the tenure of Mr. Subhash Agarwalas Whole Time Director of the Company, theremuneration and perquisites set out in the aforesaiddraft letter of appointment be paid or granted to himas minimum remuneration provided that the totalremuneration by way of salary, perquisites and otherallowances shall not exceed the ceiling provided inSection II(A) of Part II of Schedule V to the said Actas amended from time to time or any equivalentstatutory re-enactment thereof."

"RESOL VED FURTHER THAT the Board of Directorsof the Company be and is hereby authorised to takesuch steps as may be necessary to give effect to thisresolution."

10. Re-appointment and payment of remuneration to Mr.Sunil Jain (DIN No. 00025926), the Whole TimeDirector of the Company for a period of five yearscommencing from 15th September, 2020.


"RESOL VED THAT pursuant to the provisions ofSection 196, 197and other applicable provisions, ifany of the Companies Act, 2013, Schedule V of thesaid Act as amended up to date, consent and approvalbe and is hereby accorded to the re-appointment andpayment of remuneration and perquisites to Mr. SunilJain (DIN No. 00025926), the Whole Time Director ofthe Company for a period of five years commencingfrom 15th September, 2020 as per the details givenin the explanatory statement with such increase inremuneration and perquisites, if permissible as per theprovision of the Act and as may be decided by theBoard of Directors (hereinafter referred to as "theBoard" which term shall include its Committee constitutedfor the purpose) from time to time and on the termsand conditions set out in draft letter of appointment."

"RESOL VED FURTHER THAT the Board of Directorsof the Company be and is hereby authorised to varyor increase the remuneration and perquisites includingthe monetary value thereof as specified in the saiddraft letter of appointment to the extent the Board ofDirectors may consider appropriate and as may bepermitted or authorised in accordance with any provisionunder the Act for the time being in force provided,however, that the remuneration payable to Mr. SunilJain shall be within the limits set out in the said Actincluding the said Schedule V to the Act or any

amendments thereto or any modification(s) or statutoryre-enactment(s) thereof and/or any rules or regulationsframed thereunder and the terms of the aforesaidletter of appointment between the company and Mr.Sunil Jain shall be suitably modified to give effect tosuch variation or increase as the case may be."

"RESOLVED FURTHER THAT in the event of noprofit or inadequacy of profits in any financial yearof the Company during the tenure of Mr. Sunil Jainas Whole Time Director of the Company, theremuneration and perquisites set out in the aforesaiddraft letter of appointment be paid or granted to himas minimum remuneration provided that the totalremuneration by way of salary, perquisites and otherallowances shall not exceed the ceiling provided inSection II(A) of Part II of Schedule V to the said Actas amended from time to time or any equivalentstatutory re-enactment thereof."


11. Appointment of Mrs. Jeha Sanjay Shah as a Director

To consider and if thought fit, to pass with or withoutmodification(s), the following Resolution as an OrdinaryResolution:

"RESOLVED THAT Mrs. Jeha Sanjay Shah (DIN02084144) who was appointed as an AdditionalDirector/Independent Director of the Company by theBoard with effect from 05-09-2019 and who holdsoffice up to the date of the ensuing Annual GeneralMeeting under Section 161 of the Companies Act,2013 (the Act), but who is eligible for appointmentand has consented to act as a Director of theCompany and in respect of whom the Company hasreceived a notice in writing under Section 160 of theAct from a member proposing her candidature for theoffice of Director, be and is hereby appointed as aDirector of the Company."

"RESOLVED FURTHER THAT pursuant to the provisionsof Sections 149, 150, 152, Schedule IV and otherapplicable provisions, if any, of the Act and the Rulesframed thereunder as amended from time to time, Mrs.Jeha Sanjay Shah (DIN 02084144), who has given adeclaration that she meets the criteria of independenceas provided in Section 149(6) of the Act and the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015, and who is eligible for appointmentbe and is hereby appointed as an Independent Directorof the Company, not liable to retire by rotation, to holdoffice for a term of 5 (five) consecutive years from thedate of the 25th Annual General Meeting of the Companytill the conclusion of 30th Annual General Meeting ofthe Company to be held in the year 2025."

12. To obtain consent of Members for increase in the limitsapplicable for making investments/ extending loansand giving guarantees or providing securities inconnection with loans to Persons/ Bodies Corporate


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and if thought fit, to pass the following resolution asa Special Resolution:

"RESOLVED THAT pursuant to the provisions ofSection186 of the Companies Act, 2013 ("the Act")read with the Companies (Meetings of Board and itsPowers) Rules, 2014 and other applicable provisions,if any, of the Act (including any modification or re-enactment thereof for the time being in force) andsubject to such approvals, consents, sanctions andpermissions as may be necessary, consent of theMembers of the Company be and is hereby accordedto the Board of Directors of the Company (hereinafterreferred to as "the Board", which term shall be deemedto include, unless the context otherwise requires, anycommittee of the Board or any officer(s) authorized bythe Board to exercise the powers conferred on theBoard under this resolution), to (i) give any loan to anyperson or other body corporate; (ii) give any guaranteeor provide any security in connection with a loan to anyother body corporate or person and (iii) acquire by wayof subscription, purchase or otherwise, the securitiesof any other body corporate, as they may in theirabsolute discretion deem beneficial and in the interestof the Company, subject however that the aggregateof the loans and investments so far made in and theamount for which guarantees or securities have so farbeen provided to all persons or bodies corporate alongwith the additional investments, loans, guarantees orsecurities proposed to be made or given or providedby the Company, from time to time, in future, shall notexceed a sum of 100 Crores (Rupees One hundredCrores only).

"RESOLVED FURTHER THAT the Board of Directors(or a Committee thereof constituted for this purpose)be and is hereby authorized to take all such steps asmay be necessary, proper and expedient to give effectto this Resolution."

13. To change the place of keeping of register of members,etc and in this regard, to consider, and if thought fit,to pass, with or without modification(s), the followingresolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions ofSection 94 of the Companies Act, 2013 (the Act) andother provisions of the Act as applicable, the Companyhereby approves that the Register of Members, Indexof Members, share certificates and such other documentsrelated to members be kept at the premises of SharexDynamic (India) Private Limited, the Company's Registrarand Share Transfer Agents situated at C-101, 247Park, L. B. S. Marg, Vikhroli (West), Mumbai-400 083."

By Order of the Board

Place : Mumbai Vijay PednekarDate : June 30, 2020 Company Secretary

Registered Office:32 Raja Bahadur Mansion, Ground Floor,Opp. Bank of Maharashtra,Mumbai Samachar Marg,Fort, Mumbai - 400 023.

NOTES :

1. The Company's Statutory Auditors, M/s. S. Rakhecha& Co., Chartered Accountants were appointed asStatutory Auditors of the Company for a period of 5(Five) years from 2019-20 to 2023-24 at the 24th

Annual General Meeting held on 24th August, 2019 onthe remuneration to be determined by the Board ofDirectors. Pursuant to the amendment made by theCompanies (Amendment) Act, 2017, effective from07th May, 2018, it is no longer necessary to seek theratification of the shareholders for continuance of theabove appointment. Hence, the Company is not seekingthe ratification of the shareholders for the appointmentof the Statutory Auditors.

2. The relative Explanatory S tatement pursuant toSection 102 of the Comp anies Act, 2013 relating toSpecial Business to be transacted at the AnnualGeneral Meeting is annexed to the Notice of AnnualGeneral Meeting.

The Board of Directors have considered and decidedto include the item No. 6 to 13 given above as SpecialBusiness in the forthcoming AGM as they are unavoidablein nature.

3. In view of Covid 19 pandemic, the Ministry of CorporateAffairs vide its circular no. 17 / 2020 dated 13th April,2020 and circular no. 20/2020 dated 5th May, 2020(collectively MCA Circulars) permitted companies toconduct Annual General Meeting through VideoConferencing (VC) or other audio visual means (OAVM),subject to compliance of various conditions mentionedtherein. In compliance with the MCA Circulars andapplicable provisions of Companies Act, 2013 andSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the 25th Annual General Meetingof the Company is being convened and conductedthrough VC/OAVM ,hereinafter called as "e-AGM".

4. The Company has enabled the Members to participateat the 25th Annual General Meeting through the VC/OAVM facility provided by M/s. Link Intime India Pvt.Ltd., The instructions for participation by Members aregiven in the subsequent paragraphs. The participationat the Annual General Meeting through VC/OAVMshall be allowed on a first come first served basis

Upto 1000 members can join the e-AGM on "first-comefirst-served basis". The Members can join 15 minutesbefore the scheduled time of the commencement ofthe Meeting by following the procedure mentioned inthe notice.

No restrictions on account of "first-come first-servedbasis" entry into e-AGM in respect of large shareholders(shareholders holding 2% or more shareholding),Promoters, Institutional Investors, Directors, KeyManagerial Personnel, the Chairperson of the AuditCommittee, Nomination and Remuneration Committee,Stakeholders Relationship Committee, Auditors etc.

5. In addition to the above, the proceedings of the 25th

Annual General Meeting will be web-casted live forall the shareholders as on the cut-off date i.e. Friday,


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September 12, 2020. The shareholders can visithttps:// instameet.linkintime.co.in and login throughexisting user id and password to watch the liveproceedings of the 25th AGM on Saturday, September19, 2020 from 10.00 AM IST onwards.

6. As per the provisions under the MCA Circulars, Membersattending the e-AGM through VC/OAVM shall becounted for the purpose of reckoning the quorumunder Section 103 of the Companies Act, 2013.

7. The Company has provided the facility to Members toexercise their right to vote by electronic means boththrough remote e-voting and e-voting during the AnnualGeneral Meeting. The process of remote e-voting withnecessary user id and password is given in thesubsequent paragraphs. Such remote e-voting facilityis in addition to voting that will take place at the 25th

Annual General Meeting being held through VC/OAVM.

8. Members joining the meeting through VC/OAVM, whohave not already cast their vote by means of remotee-voting, shall be able to exercise their right to votethrough e-voting at the Annual General Meeting. TheMembers who have cast their vote by remote e-votingprior to the Annual General Meeting, may also join theAnnual General Meeting through VC but shall not beentitled to cast their vote again.

9. The Company has appointed Mr. Pradip C Shah,Partner of M/s. P. P. Shah & Co., failing him Mr. PunitShah Partner of M/s. P. P. Shah & Co. PracticingCompany Secretaries, to act as the Scrutinizer, toscrutinize the e-voting process in a fair and transparentmanner.

10. As per the Companies Act, 2013, a Member entitledto attend and vote at the Annual General Meeting isentitled to appoint a proxy to attend and vote on his/her behalf. Since the 25th Annual General Meeting isbeing held through VC/OAVM as per the MCA Circulars,physical attendance of Members has been dispensedwith. Accordingly, the facility for appointment of proxiesby the Members will not be made available for the e-AGM and hence the Proxy Form and Attendance Slipare not annexed to this Notice.

11. Body Corporate/Institutional Members are required toaccess the link https://instavote.linkintime.co.in andupload a certified copy of the Board resolution authorizingtheir representative to attend the Annual GeneralMeeting through VC/OAVM and vote on their behalfthrough e-voting. The said resolution/authorisationshall together with attested specimen signature ofauthorized representative in pdf format be sent to thescrutiniser by email at [email protected] withcopy marked to [email protected].

12. In case of joint holders attending the meeting, onlysuch joint holder who is higher in the order of nameswill be entitled to vote.

13. The Ministry of Corporate Affairs vide its circular no. 17/ 2020 dated 13th April, 2020 and circular no. 20/2020dated 5th May, 2020 and SEBI vide its circular bearingreference no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated

12th May, 2020 has dispensed with the requirement ofsending hard copy of full annual report to theshareholders. Accordingly, the Notice of Annual GeneralMeeting, Annual Report are being sent in electronicmode to Members whose e-mail IDs are registered withthe Company or the Depository Participant(s). Membersmay please note that the notice and the Annual Report-2019-20 will also be available on the website of theCompany i.e. www.joindre.com; on the website of BSELimited i.e. www.bseindia.com and on the RTA websisteof https:// instameet.linkintime.co.in

14. The Register of Members and Share Transfer Registerof the Company will remain closed from Sunday, 13th

September, 2020 to Saturday, 19th September, 2020both the days inclusive for determining the names ofmembers eligible for dividend on equity shares, ifdeclared at the Annual General Meeting.

15. After the declaration of the dividend at the AnnualGeneral Meeting, the same will be paid subject todeduction of Tax at source on or before 29th September,2020 to those members:

a) whose names appear as member in the Registerof Members of the Company after giving effect tovalid share transfer in physical form loged withthe Company/Registrar and Share Transfer Agentson or before 19th September, 2020.

b) whose names appear as Beneficial Owners in theList of Beneficial Owners at the close of businesshours on 19th September, 2020 furnished byNational Securities Depository Limited and CentralDepository Services (India) Ltd. for this purpose.

16. In accordance with the provisions of Section 124(5)and 125 of the Companies Act, 2013 and the InvestorEducation and Protection Fund (Accounting, Audit,Transfer and Refund) Rules, 2016, the Company hasbeen transferring the Unpaid/Unclaimed Dividend tothe IEPF on due dates. During the financial year underreview the Company did not have any amounts whichwere required to be transferred to IEPF.

In terms of the said Act and Rules, the shares onwhich dividend has not been paid or claimed for sevenconsecutive years or more, shall be transferred toIEPF Authority. To comply with these rules and regulation,the Company has sent individual notices to all theShareholders whose shares are due for transfer to theIEPF Authority and has also published the detailsthereof in notice published in the newspaper.

The Shareholders whose dividend/shares is /will betransferred to the IEPF Authority may claim the shares/dividend by making an application to the IEPF Authorityby following the due procedure as detailed in the IEPFRules.

17. The members are requested to:

a) Intimate changes, if any, in their Registeredaddress to the Registrar and Transfer Agents ofthe Company.

b) Quote ledger folio numbers in all theircorrespondence.


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c) Get the multiple folios consolidated and also getthe shares transferred in joint names if they areheld in single name to avoid inconvenience infuture.

d) Write at least 10 days prior to the date of Meeting,any information which they desire on the accounts,to enable the management to keep the informationready. Members may also email their queries atthe email address : [email protected]

20. All the shareholders are requested to register theirE-Mail id with the Company's Share Transfer AgentsM/s. Sharex Dynamic (India) Private Limited forreceiving all communications including Annual Report,Notices, and Circulars etc. electronically.

21. The Securities and Exchange Board of India ('SEBI')has made it mandatory for all companies to use thebank account details furnished by the Depositoriesand the bank account details maintained by the RTAfor payment of dividend to Members electronically.The Company has extended the facility of electroniccredit of dividend directly to the respective bankaccounts of the Members(s) through Electronic ClearingService (ECS)/National Electronic Clearing Service(NECS)/Real Time Gross Settlement (RTGS) / DirectCredit etc.

In order to receive the dividend without loss of time,the Members holding shares in physical form arerequested to submit particulars of their bank accountsalong with the original cancelled cheque bearing thename of the Member to RTA/Company to update their

bank account details and all the eligible shareholdersholding shares in demat mode are requested toupdate with their respective DPs their correct BankAccount Number, including 9 Digit MICR Code and11 digit IFSC Code, E- Mail ID and Mobile No(s).Shareholders holding shares in physical form maycommunicate these details to the RTA viz. M/s.Sharex Dynamic (India) Private Limited, C-101, 247Park, L. B. S. Marg,Vikhroli (West), Mumbai - 400083 by quoting the reference folio number andattaching photocopy of the cheque leaf of their activebank account and a self-attested copy of theirPermanent Account Number ('PAN') card.This willfacilitate the remittance of the dividend amount asdirected by SEBI in the bank account electronically.

The Company or RTA cannot act on any requestreceived directly from the Members holding sharesin demat form for any change of bank particulars.Such changes are to be intimated only to the DPsof the Members. Further, instructions, if any, alreadygiven by them in respect of shares held in physical

19. Information required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, and Secretarial Standard 2 on General Meeting relating to documents and information to the Shareholders withrespect to appointment of new Directors or re-appointment of the Directors is as under: Name of the Director Anil Mutha Dinesh Khandelwal Paras Bathia Subhash Agarwal Sunil Jain Jeha Sanjay Shah

DIN 00051924 00052077 00056197 00022127 00025926 2084144

Date of Birth 03-11-1960 30-06-1962 27-03-1956 21-03-1957 28-05-1965 30-11-1973

Nationality Indian Indian Indian Indian Indian Indian

Date of appointment on Board 21-03-1995 10-05-1995 09-07-1998 21-03-1995 10-05-1995 05-09-2019

Qualification B.Com.; A.C.A., LL.B., M. Com., A.I.C.W.A.

B. Com B. Com B.Com., A.C.A. B.Com., F.C.A. S.S.C.

Expertise in specific functional area

32 years experience in capital market





2 years experience in Interior Decorators & Designing

Shareholdings in Joindre Capital Services Ltd.,

1771000 771600 1266850 565450 470160 Nil

Directorship (excluding foreign, private and Section 8 Companies)

Mutha Resources Pvt. Ltd., Ringmen Investment & Fin Co. Pvt. Ltd., Mutha Industries Pvt. Ltd.,

Nil Nil Nil N.A Shubhakamana Mercantiles Pvt. Ltd

Committee Memberships Nil Nil Nil Audit Committee,

Stakeholders Relationship Committee, Nomination & Remuneration Committee (up to 30-09-2019) , Risks Management Committee

Stakeholders Relationship Committee, Risks Management Committee

Nil

Relationship between the Board Member

There is no inter-se relationship between the Board Members






18. The facility for making nominations is available forshareholders, in respect of the shares held by them.Nomination forms can be obtained from DepositoryParticipants (DPs) in respect of their holdings inelectronic form and from the Company's Registrar andTransfer Agent in respect of their holding in physicalform.


8

form will not be automatically applicable to sharesheld in electronic mode.

In view of Covid 19 pandemic, the Ministry ofCorporate Affairs vide its circular no. 20 / 2020 dated5th May, 2020 has clarified that in case the Companyis unable to pay dividend to any shareholder byelectronic mode, due to non-availability of the detailsof bank account, the Company shall upon normalizationof postal services, dispatch the dividend warrant/cheque to such shareholder by post. Accordingly, thedividend warrants/cheque will be dispatched to suchshareholders upon normalization of postal services/courier services.

22. The Securities Exchange Board of India (SEBI) hasmandated the submission of Permanent AccountNumber (PAN) by every participant in securitiesmarket. Members holding shares in electronic formare therefore, requested to submit their PAN to theirDepository Participants with whom they are maintainingtheir demat accounts. Members holding shares inphysical form can submit their PAN details to theShare Transfer Agents M/s. Sharex Dynamic (India)Pvt. Ltd.

23. Members may please note that SEBI has made PANas the sole identification number for all participantstransacting in the securities market, irrespective ofthe amount of such transactions. Members mayplease note that SEBI has also made it mandatoryfor submission of PAN in the following cases, viz.(i) Deletion of name of the deceased shareholder(s),(ii) Transmission of shares to the legal heir(s) and(iii) Transposition of shares.

24. Members are requested to:

i) Register their email ID and Bank Accountdetails:

In case the shareholder's email ID is alreadyregistered with the Company/its Registrar &Share Transfer Agent "RTA"/Depositories, log indetails for e-voting are being sent on theregistered email address.

The company has made special arrangementwith Link intimate for registration of email, bankaccount mandate etc.

In case the shareholder has not registered his/her/their email address with the Company/itsRTA/Depositories and or not updated the BankAccount mandate for receipt of dividend, thefollowing instructions to be followed:

a) Kindly log in to the website of our RTA, LinkIntime India Private Ltd., www.linkintime.co.inunder Investor Services > Email/Bank detailRegistration - fill in the details and uploadthe required documents and submit.

b) In the case of Shares held in Demat mode:

The shareholder may please contact theDepository Participant ("DP") and registerthe email address and bank account detailsin the demat account as per the processfollowed and advised by the DP.

ii) Members may avail themselves of the facility ofnomination in terms of Section 72 of theCompanies Act, 2013 by nominating in theprescribed form a person to whom their sharesin the Company shall vest in the event of theirdeath. Members holding shares in physical formmay obtain the Nomination forms from theCompany's Registrar and Share Transfer Agentsand Members holding shares in electronic formmay obtain the Nomination forms from theirrespective Depository Participant(s).

25. Voting through electronic means

i) In compliance with provisions of Section 108 ofthe Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration)Rules, 2014 as amended by the Companies(Management and administration) Rules 2015and the Regulation 44 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015,and the circulars issued by Ministry of CorporateAffairs dated 8th April, 2020, 13th April and 5thMay 2020, the Company is pleased to providemembers, the facility to exercise their right tovote on resolutions proposed to be consideredat the 25th Annual General Meeting (AGM) byelectronic means and the business may betransacted through e-voting services. The facilityof casting votes by the member using electronicvoting system from a place other than venueof the AGM (remote e-voting) will be providedby M/s Link Intime Pvt. Ltd.

ii) The remote e-voting period commences onWednesday , September 16, 2020 (10:00 a.m.IST) and ends on Friday , September 18, 2020(5:00 p.m. IST). During this period, theshareholders of the Company, holding shareseither in physical form or in dematerialized form,as on the cut-off date (record date) of Saturday ,12th September , 2020 may cast their voteelectronically. The remote e-voting module shallbe disabled by Link Intime India Private Limited,e-voting platform for voting thereafter.

iii) The Members, whose names appear in theRegister of Members / list of Beneficial Ownersas on Saturday, 12th September 2020, being thecut-off date, are entitled to vote on the Resolutionsset forth in this Notice.

iv) The Members who have cast their vote byremote e-voting prior to the AGM may alsoattend the AGM but shall not be entitled to casttheir vote again.


9

v) The facility for e-voting at the AGM will beavailable and the Members attending the meetingwho have not cast their vote by remote e-Votingshall be able to exercise their right at themeeting through e-voting.

vi) The Board of Directors has appointed Mr. PradipShah, Partner, failing him, Mr. Punit Shah,Partner of M/s P. P. Shah & Co., PracticingCompany Secretaries as a Scrutinizer to scrutinizethe voting process in a fair and transparentmanner

vii) The Scrutinizer shall, immediately after theconclusion of voting at the annual generalmeeting, would first unblock the e-voting at themeeting, thereafter unblock the votes cast throughremote e-voting and make within a period notexceeding two (2) days from the conclusion ofthe meeting, a consolidated Scrutinizer's Reportof the total votes cast in favour or against, ifany and submit forthwith to the Chairman of theCompany or a person authorized by him inwriting who shall countersign the same.

viii) The results declared along with the Scrutinizer'sReport shall be placed on the Company's websitewww.joindre.com and on the website of LinkIntime India Private Limited, immediately afterthe result is declared. The Company shallsimultaneously forward the results to BSE Limited("BSE"), where the shares of the Company arelisted.

ix) The Resolution shall be deemed to be passedon the date of AGM i.e. September 19, 2020subject to receipt of sufficient votes.

The instructions for shareholders voting electronicallyare as under:

Log-in to e-Voting website of Link Intime India PrivateLimited (LIIPL)

1. Visit the e-voting system of LIIPL. Open web browserby typing the following URL: https:/instavote.linkintime.co.in.

2. Click on "Login" tab, available under 'Shareholders'section.

3. Enter your User ID, password and image verificationcode (CAPTCHA) as shown on the screen and clickon "SUBMIT".

4. Your User ID details are given below:

a. Shareholders holding shares in demat accountwith NSDL: Your User ID is 8 Character DP IDfollowed by 8 Digit Client ID

b. Shareholders holding shares in demat accountwith CDSL: Your User ID is 16 Digit BeneficiaryID

c. Shareholders holding shares in Physical Form(i.e. Share Certificate): Your User ID is EventNo + Folio Number registered with the Company

5. Your Password details are given below:

If you are using e-Voting system of LIIPL: https:/instavote.linkintime.co.in for the first time or if youare holding shares in physical form, you need tofollow the steps given below:

Click on "Sign Up" tab available under 'Shareholders'section register your details and set the passwordof your choice and confirm (The password shouldcontain minimum 8 characters, at least one specialcharacter, at least one numeral, at least one alphabetand at least one capital letter).

For Shareholders holding shares in Demat Formor Physical Form

PAN: Enter your 10 digit alpha-numeric PAN issuedby Income Tax Department (applicable for bothdemat shareholders as well as physical shareholders).

Members who have not updated their PAN withdepository Participant or in the company record arerequested to use the sequence number provided toyou, if applicable.

DOB/ DOI: Enter the DOB (Date of Birth)/ DOI (Dateof Incorporation) as recorded with depository participantor in the company record for the said demat accountor folio number in dd/mm/yyyy format.

Bank Account Number: Enter the Bank Accountnumber (last four digits) as recorded in your demataccount or in the company records for the said demataccount or folio number.

Please enter the DOB/ DOI or Bank Account numberin order to register. If the above mentioned detailsare not recorded with the depository participants orcompany, please enter Folio number in the BankAccount number field as mentioned in instruction (4-c).

If you are holding shares in demat form and hadregistered on to e-Voting system of LIIPL: https:/instavote.linkintime. co.in, and/or voted on an earliervoting of any company then you can use yourexisting password to login.

If Shareholders holding shares in Demat Form orPhysical Form have forgotten password:

Enter User ID, select Mode and Enter Image Verificationcode (CAPTCHA). Click on "SUBMIT".

In case shareholder is having valid email address,Password will be sent to the shareholders registerede-mail address. Else, shareholder can set the passwordof his/her choice by providing the information aboutthe particulars of the Security Question & Answer,PAN, DOB/DOI, Dividend Bank Details etc. andconfirm. (The password should contain minimum 8


10

characters, at least one special character, at leastone numeral, at least one alphabet and at least onecapital letter)

NOTE: The password is to be used by dematshareholders for voting on the resolutions placed bythe company in which they are a shareholder andeligible to vote, provided that the company opts fore-voting platform of LIIPL. For shareholders holdingshares in physical form, the details can be used onlyfor voting on the resolutions contained in this Notice.

It is strongly recommended not to share your passwordwith any other person and take utmost care to keepyour password confidential.

Cast your vote electronically

6. After successful login, you will be able to see thenotification for e-voting on the home page of INSTAVote. Select/ View "Event No" of the company, youchoose to vote.

7. On the voting page, you will see "Resolution Description"and against the same the option "Favour/ Against"for voting.

Cast your vote by selecting appropriate option i.e.Favour/ Against as desired.

Enter the number of shares (which represents no.of votes) as on the cut-off date under 'Favour/Against'. You may also choose the option 'Abstain'and the shares held will not be counted under'Favour/Against'

8. If you wish to view the entire Resolution details, clickon the 'View Resolutions' File Link.

9. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote,click on "SUBMIT". A confirmation box will be displayed.If you wish to confirm your vote, click on "YES", elseto change your vote, click on "NO" and accordinglymodify your vote.

10. Once you confirm your vote on the resolution, youwill not be allowed to modify or change your votesubsequently.

11. You can also take the printout of the votes cast byyou by clicking on "Print" option on the Voting page.

l General Guidelines for shareholders:

l Institutional shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian arerequired to log on to e-Voting system of LIIPL:https:/instavote.linkintime. co.in and registerthemselves as 'Custodian / Mutual Fund /Corporate Body'.

They are also required to upload a scanned certified truecopy of the board resolution /authority letter/power ofattorney etc. together with attested specimen signatureof the duly authorised representative(s) in PDF format inthe 'Custodian / Mutual Fund / Corporate Body' loginfor the Scrutinizer to verify the same.

l During the voting period, shareholders can login anynumber of time till they have voted on the resolution(s)for a particular "Event".

l Shareholders holding multiple folios/demat accountshall choose the voting process separately for eachof the folios/demat account.

l In case the shareholders have any queries or issuesregarding e-voting, please refer the Frequently AskedQuestions ("FAQs") and Instavote e-Voting manualavailable at https:/instavote.linkintime.co.in, under Helpsection or write an email to [email protected] Call us :- Tel : 022 - 49186000.

Instructions for Shareholders/Members to Attend theAnnual General Meeting through Inst a Meet:

Instructions for Shareholders/Members to attend the AnnualGeneral Meeting through InstaMeet (VC/OAVM) are asunder:

Shareholders/Members are entitled to attend the AnnualGeneral Meeting through VC/OAVM provided by LinkIntime by following the below mentioned process. Facilityfor joining the Annual General Meeting through VC/OAVMshall open 15 minutes before the time scheduled of theAnnual General Meeting and will be available to theMembers on first come first serve basis.

Shareholders/Members are requested to participate onfirst come first serve basis as participation through VC/OAVM is limited and will be closed on expiry of 15 (fifteen)minutes from the scheduled time of the Annual GeneralMeeting. Shareholders/Members with >2% shareholding,Promoters, Institutional Investors, Directors, KMPs, ChairPersons of Audit Committee, Nomination and RemunerationCommittee, Stakeholders Relationship Committee andAuditors etc. may be allowed to the meeting withoutrestrictions of first-come-first serve basis. Members canlog in and join 15 (fifteen) minutes prior to the scheduletime of the meeting and window for joining shall be keptopen till the expiry of 15 (fifteen) minutes after theschedule time.

Shareholders/ Members will be provided with InstaMeetfacility wherein Shareholders/ Member shall register theirdetails and attend the Annual General Meeting as under:

1. Open the internet browser and launch the URL forInstaMeet <<https:/instameet.linkintime.co.in>> andselect the company, event date & register with yourfollowing details:

a. DP ID/ Client ID or Benficiary ID or Folio No.:Enter your 16 digit DP ID/ Client ID or BenficiaryID or Folio Number registered with the Company.

b. PAN: Enter your 10 digit Permanent AccountNumber (PAN)

c. Mobile No.: Enter your Mobile No.d. Email ID : Enter your email Id as recorded with

yout DP/Company.

2. Click "Go to Meeting"


11

Note:

Shareholders/ Members are encouraged to join theMeeting through Tablets/ Laptops connected throughbroadband for better experience.

Shareholders/ Members are required to use Internetwith a good speed (preferably 2 MBPS downloadstream) to avoid any disturbance during the meeting.

Please note that Shareholders/Members connectingfrom Mobile Devices or Tablets or through Laptopsconnecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It istherefore recommended to use stable Wi-FI or LANconnection to mitigate any kind of aforesaid glitches.

In case the shareholders/members have any queriesor issues regarding e-voting, you can write an emailto instameet@ linkintime.co.in or Call on:- Tel : (022-49186175) Shareholder will receive speaking SerialNumber once they mark attendance. Shareholdersare requested to speak only when moderator ofmeeting/management will announce the name & Sr.No.

Inst aMeet Support Desk Link Intime India PrivateLimited

Instructions for Shareholders/Members to registerthemselves as S peakers during Annual GeneralMeeting:

Shareholders/ Members who would like to expresstheir views/ ask questions during the meeting mayregister themselves as a speaker by sending theirrequest mentioning their name, demat account number/folio number, email id, mobile number [email protected] from 13th September, 2020 (10.00a.m. IST) to 15th September, 2020 (5.00 p.m. IST).

Shareholders/ Members, who would like to askquestions, may send their questions in advancementioning their name demat account number/folionumber, email id, mobile number at [email protected] same will be replied by the company suitably.

Note:

Those shareholders/members who have registeredthemselves as a speaker will only be allowed toexpress their views/ask questions during the meeting.The Company reserves the right to restrict thenumber of speakers depending on the availability oftime for the Annual General Meeting. Shareholders/Members should allow to use camera and arerequired to use Internet with a good speed (preferably2 MBPS download stream) to avoid any disturbanceduring the meeting.

Instructions for Shareholders/Members to V oteduring the Annual General Meeting throughInst aMeet:

Once the electronic voting is activated by the scrutiniser

during the meeting, shareholders/ members whohave not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the linkfor e-Voting "Cast your vote".

2. Enter Demat Account No./Folio No. and OTP(received on the registered mobile number/registered email Id) received during registrationfor InstaMeet and click on 'Submit'.

3. After successful login, you will see "ResolutionDescription" and against the same the option"Favour/ Against" for voting.

4. Cast your vote by selecting appropriate optioni.e. "Favour/ Against" as desired. Enter thenumber of shares (which represents no. ofvotes) as on the cut-off date under 'Favour/Against'.

5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided tovote, click on "Save". A confirmation box will bedisplayed. If you wish to confirm your vote, clickon "Confirm", else to change your vote, click on"Back" and accordingly modify your vote.

6. Once you confirm your vote on the resolution,you will not be allowed to modify or change yourvote subsequently.

Note:

Shareholders/ Members, who will be present in theAnnual General Meeting through InstaMeet facilityand have not casted their vote on the Resolutionsthrough remote e-Voting and are otherwise notbarred from doing so, shall be eligible to vote throughe-Voting facility during the meeting.

Shareholders/ Members who have voted throughRemote e-Voting prior to the Annual General Meetingwill be eligible to attend/participate in the AnnualGeneral Meeting through InstaMeet. However, theywill not be eligible to vote again during the meeting.

In case the shareholders/members have any queriesor issues regarding e-voting, you can write an emailto instameet@ linkintime.co.in or Call us: - Tel : (022-49186175 ) InstaMeet Support Desk, Link IntimeIndia Private Limited.

26. As the 25th Annual General Meeting is being heldthrough VC, the route map is not annexed to thisnotice.

27. EXPLANATORY STATEMENT IN RESPECT OFORDINARY/SPECIAL BUSINESS PURSUANT TOSECTION 102 OF THE COMPANIES ACT, 2013

Following statement sets out all material facts relatingto the Special Business mentioned in the accompanyingnotice:


12

The above perquisites shall not be included in thecomputation of the ceiling of remuneration as per ScheduleV of the Companies Act, 2013.

Perquisites shall be valued as per the Income Tax Ruleswherever applicable and in absence of any such rules,shall be valued at actual cost.

C) INCREMENTS

The Board of directors shall decide the annual incrementpayable to each of the Directors within the overall ceilinglaid down in the Schedule V of the Act so that the totalremuneration by way of salary, perquisites and otherallowances including increments shall not exceed theceiling provided in Section II(A)(ii) of the Part II of

Schedule V to the said Act or such other amount andperquisites as may be provided in the said Schedule Vas may be amended from time to time or any equivalentstatutory re-enactment(s) thereof.

D) MINIMUM REMUNERATION

1. In the event of loss or inadequacy of profits inany financial year during the tenure of theappointment of the Whole Time Directors, bepaid remuneration by way of salary and perquisitesas set out above as minimum remunerationsubject to restrictions if any set out in ScheduleV to the Companies Act, 2013 from time to time.

2. During the tenure of their appointments, if theCompany earns profits in excess of the limitsprescribed under Schedule V or if the profits areadequate in any financial year, as per theprovisions of Section 196, 197 and any otherapplicable provisions of the Companies Act,2013, then the remuneration and commission,if any shall be paid as per the profits earnedby the company in that particular financial year.

The Draft Letter of appointment referred to in the saidresolution is open for electronic inspection at thel ink : ht tps : / / jo indre.com/pdfs /Appoin tment_ le t ter -Whole_Time_Director.pdf by the members from the dateof circulation of this notice up to the date of AnnualGeneral Meeting.

The Whole Time Directors shall be subject to retirementby rotation. The Whole Time Directors shall not be entitledto sitting fees for attending the meetings of the Boardof Directors or Committees thereof.

The Explanatory statement together with the accompanyingNotice should be treated as an abstract of the terms ofthe Letter of Appointment and Memorandum of concernor interest under Section 190 of the Companies Act, 2013.

The resolutions are being recommended for the approvalof the members. None of the Directors of the Companyexcept Mr. Anil Mutha, Mr. Dinesh Khandelwal, Mr. ParasBathia, Mr. Subhash Agarwal and Mr. Sunil Jain, areconcerned or interested in the resolution with respectto their appointment as Whole Time Director of theCompany.

Item No. 1 1 lllll Appointment of Mrs. Jeha Sanjay Shahas an Independent Director

Mrs. Jeha Sanjay Shah was appointed as an AdditionalDirector in the capacity as Independent Director by theBoard w.e.f 05-09-2019, holding office up to the dateof the Annual General Meeting.

The Company has received a notice as required underSection 160 of the Companies Act, 2013 (the Act) froma member proposing Mrs. Jeha Sanjay Shah for herappointment as Director/Independent Director of theCompany. Mrs. Jeha Sanjay Shah has given a declarationto the Board that she meets the criteria of independenceas provided under Section 149(6) of the Act.

Item Nos. 6 to 10

The Company at its Board Meeting held on 30th June,2020, re-appointed Anil Mutha, Mr. Dinesh Khandelwal,Mr. Paras Bathia, Mr. Subhash Agarwal, and Mr.Sunil Jain as Whole Time Directors of the Companyfor a period of 5 years from 15-09-2020. TheNomination and Remuneration Committee of theDirectors at its' meeting held on 30th June, 2020recommended the remuneration payable to the WholeTime Directors. The Board of Directors of theCompany on the recommendations of theRemuneration Committee, approved the remunerationpayable to Whole Time Directors subject to approvalof the shareholders with power to the Board to makesuch variations or increase thereto as may bethought fit from time to time, but within the overallceiling laid down in the Companies Act, 2013 or anystatutory amendment or relaxation thereof.

The principal terms and conditions of appointment andremuneration of the Whole Time Directors are as follows:

A) REMUNERATION

Sr.

No.Name of the Director Designation Salary

1 Mr. Anil Mutha Chairman / Rs. 2,25,000/- p.m.

Whole Time Director

2 Mr. Dinesh Khandelwal Whole Time Director Rs. 1,00,000/- p.m.

3 Mr. Subhash Agarwal Whole Time Director Rs. 1,00,000/- p.m.

4 Mr. Paras Bathia Whole Time Director Rs. 2,00,000/- p.m.

5 Mr. Sunil Jain Whole Time Director Rs. 2,00,000/- p.m.

B) PERQUISITES

Medical As per the rules of the Companyfrom time to time

Provident fund Company's contribution to ProvidentFund as per the rules of the Company

Gratuity As per the rules of the Companyfrom time to time

Personal Accident In accordance with the schemeInsurance applicable to Senior Employees as

per the rules of the Company


13

Mrs. Jeha Sanjay Shah qualifies to be an IndependentDirector pursuant to section 149(6) and SEBI (ListingObligations and Disclosure Requirements) Regulations,2015., if appointed shall hold office of IndependentDirector for a term of 5 (five) years with effect from thedate of 25th Annual General Meeting.

For information required under regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015, please refer to note No. 19 of thenotice of Annual General Meeting.

The Board recommends the resolution at item No. 11 ofthe accompanying notice as an ordinary resolution forappointment of Mrs. Jeha Sanjay Shah as anIndependent Director of the Company. None of theDirectors, Key Managerial personnel of the Company,expect Mrs. Jeha Sanjay Shah, is concerned or interestedin the aforesaid resolution.

A copy of the letter of appointment of Mrs. Jeha SanjayShah setting out the terms of appointment is availablefor electronic inspection at the link : https://joindre.com/pdfs/Appointment_Letter-_Independent_Director.pdf by themembers from the date of circulation of this notice uptothe date of Annual General Meeting.

Item No. 12 lllll Enhancing the limits applicable for makinginvestments/extending loans and giving guarantees orproviding securities in connection with loans to Persons/Bodies Corporate

The Company has been making investments, giving loansand guarantees to and providing securities in connectionwith loans to various persons and bodies corporate(including its subsidiary) from time to time, in compliancewith the applicable provisions of the Act. The provisionsof Section 186 of the Act read with the Companies(Meetings of Board and its Powers) Rules, 2014, asamended to date, provide that no company is permittedto, directly or indirectly, (a) give any loan to any personor other body corporate; (b) give any guarantee or providesecurity in connection with a loan to any other bodycorporate or person; and (c) acquire by way of subscription,purchase or otherwise, the securities of any other bodycorporate, exceeding sixty percent of its paid-up sharecapital, free reserves and securities premium account orone hundred per cent of its free reserves and securitiespremium account, whichever is more. Further, the saidSection provides that where the giving of any loan orguarantee or providing any security or the acquisition asprovided under Section 186(2) of the Act, exceeds thelimits specified therein, prior approval of Members bymeans of a Special Resolution is required to be passedat a general meeting.

Taking into consideration the business plans of theCompany, which requires the Company to make sizeableloans/investments and issue guarantees/securities to personsor bodies corporate, from time to time, prior approval ofthe Members is being sought for enhancing the said limits.Hence, the Special Resolution at Item No. 12 of the

Notice, notwithstanding the fact that the same exceedsthe limits provided under Section 186 of the Act.

The Directors recommend the Special Resolution as setout at Item No. 12 of the accompanying Notice, forMembers' approval. None of the Directors or Key ManagerialPersonnel of the Company and their relatives is concernedor interested, financially or otherwise, in the SpecialResolution.

Item No. 13 lllll Change the place of keeping of Registerof Members, etc:

Pursuant to the provisions of Section 94 of the CompaniesAct, 2013 (the Act) certain documents such as theRegister of Members, Index of Members, Register andIndex of Debenture-holders, etc. are required to be keptat the registered office of the Company. However, the saidSection further provides that such registers, indexes,documents and records can be kept at any other placein India in which more than one-tenth of the total numberof members entered in the register of members reside,if approved by a special resolution passed at a generalmeeting of the company.

Sharex Dynamic (India) Private Limited, (Sharex) Registrarand Share Transfer Agent of the Company, has informedthe Company about change in their registered officeaddress from Unit No.1, Luthra Industrial Premises, SafedPool Andheri Kurla Road, Andheri East, Mumbai - 400072 to C-101, 247 Park, L. B. S. Marg, Vikhroli (West),Mumbai - 400 083.

Sharex being the Company's Registrar and Share TransferAgent of the Company maintains the Register of Members,Index of Members, share certificates and such otherdocuments related to members of the Company at itsregistered office. Owing to change in the address of theregistered office of Sharex, the place of keeping theregister of members and other documents will alsochange.

In view of change in the place of keeping the Registerof Members, Index of Members, share certificates andsuch other documents related to members of the Company,it is necessary to seek approval of the Members.

The Directors recommend the Special Resolution as setout at Item No. 13 of the accompanying Notice, forMembers' approval. None of the Directors or Key ManagerialPersonnel of the Company and their relatives is concernedor interested, financially or otherwise, in the Resolution.


Place : Mumbai Vijay PednekarDate : June 30, 2020 Company Secretary

Registered Office:32 Raja Bahadur Mansion, Ground Floor,Opp. Bank of Maharashtra,Mumbai Samachar Marg,Fort, Mumbai - 400 023.


14

DIRECTORS' REPORT AND MANAGEMENTDISCUSSION AND ANALYSISTo

The Members,

The Board of Directors are pleased to present herewith theTwenty-fifth Annual Report of your Company together with theAudited Financial Statements for the financial year ended 31st

March, 2020. The Management Discussion and Analysis hasalso been incorporated into this report.

1. FINANCIAL RESULTS

(` In Lakhs)

Particulars Year Ended Year Ended

31st March, 2020 31st March, 2019

Gross Total Income 2085.94 2377.32

Expenditure 1883.49 1992.33

Finance Cost 28.16 22.87

Gross Profit ( Loss ) 174.29 362.12

Depreciation 13.90 20.14

Profit/(Loss) Before Tax 160.39 341.98

Tax Expenses

Current 13.50 112.10

MAT credit entitlement 28.25 (19.35)

Deferred 0.06 0.07

Provision for Earlier Year (0.04) 1.48

Profit (Loss) for the Tax 118.62 247.68

Other Comprehensive Income (48.82) 39.91

Total Comprehensive Income for the year 69.80 287.59

Balance B/f from Last Year 4655.49 4493.00

Appropriations:

Proposed Dividend (103.77) (103.77)

Tax on Equity Dividend (21.13) (21.33)

Balance c/f to the Balance Sheet 4600.39 4655.49

2. OVERVIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membershipof BSE Ltd and National Stock Exchange of India Ltd intheir Cash; Derivative, Currency Derivative & Commoditysegment and Trading Member of Metropolitan StockExchange Ltd in Currency Derivatives (up to 26-02-2020)and providing Capital Market services through the networkof branches, authorised persons and remisers.

The Company is also a Depository Participant of CentralDepository Services (I) Ltd and providing the depositoryservices to the Clients.

Total Income for the year decreased to Rs. 2085.94lakhs as compared to Rs. 2377.32 lakhs last year. Totalprofit before tax for the year was Rs.160.39 lakhs asagainst Rs. 341.98 lakhs last year, the profit after taxwas Rs. 118.62 lakhs as against Rs. 247.67 lakhs lastyear and the total comprehensive Income for the yearwas Rs. 69.80 as against Rs. 287.59 last year.

M/s. Joindre Commodities Ltd., a subsidiary of theCompany, is providing services for trading in commodityfutures as a member of National Commodity & DerivativesExchange Limited and Multi Commodity Exchange ofIndia Ltd.

Adoption of Ind AS

The Company has adopted Indian Accounting Standards(Ind AS) notified under Section 133 of the CompaniesAct, 2013 read with the (Indian Accounting Standards)Rules, 2015 from April 1, 2019. The financial statementsfor the year ended 31st March, 2020 are the first financialstatements of the Company under Ind AS and theeffective date of such transition is April 1, 2018.Accordingly, the impact of transition has been recordedin the opening reserves as at April 1, 2018.

3. DIVIDEND

Your Directors are pleased to recommend a dividendof Rs. 0.60 per Equity Share of Rs. 10/- each for thefinancial year 2019-20 as compared to Rs. 0.75 for theprevious year. The total outgo for the current yearamounts to Rs. 83.02 lakhs as compared to Rs103.78lakhs last year.

4. PORTFOLIO MANAGER SERVICES

The Company has been offering Portfolio ManagerServices (PMS) to it's Clients.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March,2020 was Rs. 1383.64 Lakhs. During the year underreview, the Company has not issued any shares withdifferential voting rights nor granted stock options norsweat equity. As on 31st March, 2020, the Directors ofthe Company hold the Equity Shares of the Companyas follows:

6. FINANCE

Cash and cash equivalent as at 31st March, 2020 wasRs. 6189.10 lakhs. The Company continues to focuson judicious management of its Working Capital.Receivables, Inventories and other Working Capitalparameters were kept under strict check throughcontinuous monitoring.

7. 7.1 DEPOSITS

The Company has not accepted deposit fallingwithin the ambit of Section 73 of the CompaniesAct, 2013 and the Companies (Acceptance ofDeposits) Rules, 2014. Your Company has alsonot accepted any exempted deposits from anyother Company or a person who was a director ofyour company or the relative of the director of a

Name of the Director Number of % of Total

Shares Capital

Mr. Anil Mutha Chairman 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

Mrs. Jeha Sanjay Shah Independent Director Nil NA

Mr. Sanjay Jain Independent Director 3600 0.03

Mr. Ravi Jain Independent Director Nil NA

Mrs. Sonali Chaudhary Independent Director Nil NA

Mr. Veepin Thokal Independent Director 1000 0.00


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private company. Form DPT-3- Return of Deposits,is being filed with the MCA.

7.2 PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

Details of Loans, Guarantees and Investmentscovered under the provisions of Section 186 of theCompanies Act, 2013 are given in the notes to theFinancial Statements.

7.3 TRANSFER TO RESERVES

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

8. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

9. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stockbroking through the network of branches and, authorisedpersons. The Compliance Department ensures thatvarious existing policies regarding registration of clients,risks relating to client level, dealing in penny stocks,exposure limit, brokerage rates, suspending/ closureof client's account etc. are in place in compliancewith the Exchange Rules and Regulations so thatbusiness risk is minimised and there are no penalaction by the Regulatory Authorities. The Companyhas taken adequate measures to secure interest ofthe clients. The Trader Terminal provided to the client,offer on line real time data such as ledger balanceof stock and funds position etc. Company transfersclients' funds and securities to their designated bankand demat account and all receipt and payment from/to clients are through account payee cheque only andno cash payment/acceptance is permitted. YourCompany's risk management system comprises ofprudential norms, timely reporting and stringent controls.The various policies of the company, internal controlsystems ensure operational efficiency and mitigaterisk. Technology is an integral part of the Company'sbusiness operations and hence to mitigate the risk totechnology failure, your company has taken up stepslike use of sophisticated firewalls to protect the ITinfrastructure from hacking/data leakage and securitybreaches, multiple options for internet bandwidth andinternet connectivity. The Client level risk in brokingoperations is managed through system.

Risks Management Committee: Though underRegulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, it is not mandatoryfor the Company to constitute Risks ManagementCommittee, however, the Company has formed theRisks Management Committee. In the board meetingthere is a formal discussion on identifying risk to thebusiness and how to mitigate the same. The Boardperiodically reviews the company's financial and riskmanagement policies, systems and framework andensures that risk is minimised.

10. INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIR ADEQUACY

The Company has an Internal Financial Control System,commensurate with the nature of business, size andscale of its operations. The Company monitors andevaluates the efficacy and adequacy of internal financialcontrol system, its compliance with operating systems,accounting procedures and other policies of theCompany. Based on the report of Statutory Auditorsas well as periodic internal audit function carried outby a firm of Chartered Accountant, corrective actionin the respective areas is taken thereby strengthen thefinancial controls. The significant audit observationsand corrective actions thereon are presented to theAudit Committee and the Board periodically. Alsothere is a full fledged Compliance Department toensure statutory compliances.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a WhistleBlower Policy for Employees to deal with instance offraud and mismanagement, if any. The details of theWhistle Blower Policy is explained in the CorporateGovernance Report.

12. SUBSIDIARY COMPANY

The Company has one wholly Owned SubsidiaryCompany, M/s. Joindre Commodities Ltd (JCL). Thesalient features of financial statement of the Subsidiary,pursuant to the first proviso to sub-section 3 of section129 of the Companies Act, 2013; read with rule 5 of theCompanies (Accounts) Rule 2014, in the Form AOC-1is given below:

Sr.No Particulars Joindre Commodities Ltd

1 Reporting Period April 2019 to March 2020

2 Reporting Currency Rupees

3 Country India

4 Exchange Rate NA.

5 Share Capital 75.00

6 Reserves and Surplus 48.74

7 Total Assets 124.24

8 Total Liabilities 124.24

9 Investment other than

Investment in subsidiary 0

10 Turnover 4.07

11 Profit before taxation (1.97)

12 Provision for Taxation (0.49)

13 Profit after taxation (1.48)

14 Proposed Dividend Nil

13. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Dinesh Khandelwal (DIN 00052077) and Mr. ParasBathia (DIN 00056197), Whole Time Directors of theCompany, retire by rotation at the ensuing AnnualGeneral Meeting and being eligible, offer themselves forre-appointment.

(Rs in Lakhs)


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At the Board Meeting held on 13-12-2019, Mr. AnilMutha, Whole time Director of the Company has beendesignated/appointed as the Chairman of the Boardw.e.f. 13-12-2019.

Mrs. Jeha Sanjay Shah was appointed as an AdditionalDirector in the capacity as Independent Director by theBoard w.e.f. 05-09-2019, and she holds the office uptothe date of the Annual General Meeting. The Companyhas received a notice as required under Section 160 ofthe Companies Act, 2013 (the Act) from a memberproposing Mrs. Jeha Sanjay Shah for her appointmentas Director/Independent Director of the Company. Mrs.Jeha Sanjay Shah has given a declaration to the Boardthat she meets the criteria of independence as providedunder Section 149(6) of the Act. Mrs. Jeha Sanjay Shahqualifies to be an Independent Director pursuant tosection 149(6) and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015., and ifappointed shall hold office of Independent Director fora term of 5 (five) years from the conclusion of 25th

Annual General Meeting.

The Board is of the opinion that the IndependentDirectors of the Company possess requisitequalifications, experience and expertise in the fields offinance, people management, strategy, auditing, taxadvisory services and they hold highest standards ofintegrity.

Regarding proficiency, the Company has adoptedrequisite steps towards the inclusion of the names of allIndependent Directors in the data bank maintained withthe Indian Institute of Corporate Affairs, Manesar ('IICA').Accordingly, the Independent Directors of the Companyhave registered themselves with the IICA for the saidpurpose. In terms of Section 150 of the Act read withRule 6 (4) of the Companies (Appointment & Qualificationof Directors) Rules, 2014, certain Independent Directorsare required to undertake online proficiency self-assessment test conducted by the IICA within a periodof one (1) year from the date of inclusion of their namesin the data bank. Those Independent Directors whohave to undertake online proficiency self-assessmenttest will appear for the same.

13.1 PERFORMANCE EVALUATION OF BOARD ANDITS' COMMITTEES

Pursuant to the provisions of the Companies Act,2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015, theBoard has carried out an annual performanceevaluation of its own performance, the directorsindividually as well as the evaluation of the workingof its Audit Committee, Nomination andRemuneration Committee. The manner in whichthe evaluation has been carried out has beenexplained in the Corporate Governance Report.

13.2 REMUNERATION POLICY

The Board has, on the recommendation of theNomination & Remuneration Committee framed apolicy for selection and appointment of Directors,Senior Management and their remuneration. The

Remuneration Policy is stated in the CorporateGovernance Report.

13.3 MEETINGS

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

During the year six Board Meetings and four AuditCommittee Meetings were convened and held. Thedetails of Board Meetings and various CommitteeMeetings are given in the Corporate GovernanceReport. The intervening gap between the Meetingswas within the period prescribed under theCompanies Act, 2013/SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.

13.4 FAMILIARISA TION PROGRAMME FORINDEPENDENT DIRECTORS

The Company keeps its Directors informed of theactivities of the Company, its management andprovides overall capital market perspective and theissues faced by the market. The details offamiliarization programme is explained in theCorporate Governance Report and are alsoavailable on the Company's website under thehead Investor Relations.

13.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from allthe Independent Directors confirming that theymeet the criteria of Independence as prescribedboth under Companies Act and Sebi (ListingObligations and Disclosure Requirements)Regulations, 2015.

13.6 KEY MANAGERIAL PERSONNEL

The following persons have been designated asKey Managerial Personnel of your Companypursuant to Section 2(51) and Section 203 of theAct, read with Rule 8(5)(iii) of the Companies(Accounts) Rules, 2014 framed thereunder:

1. Mr. Anil Mutha - Chairman/Whole-time Director2. Mr. Dinesh Khandelwal - Whole-time Director3. Mr. Paras Bathia - Whole-time Director4. Mr. Subhash Agarwal - Whole-time Director5. Mr. Sunil Jain - Whole-time Director6. Mr. Vijay Pednekar - Company Secretary7. Mr. Pramod Surana - Chief Financial Officer

None of the Key Managerial Personnel has resignedduring the year under review.

None of the Directors have attained the age of 75 years.

14. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual financialstatements for the year ended 31st March, 2020,the applicable Accounting Standards have beenfollowed along with proper explanation relating tomaterial departures, if any;


17

b) that such accounting policies have been selectedand applied consistently and judgment andestimates have been made that are reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company as at 31st March,2020 and of the profit of the Company for the yearended on that date;

c) that proper and sufficient care has been taken forthe maintenance of adequate accounting recordsin accordance with the provisions of the CompaniesAct, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraudand other irregularities;

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

e) that proper internal financial controls were in placeand that the financial controls were adequate andwere operating effectively.

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

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered intoduring the financial year were on an arm's length basisand in the ordinary course of business. There are nomaterially significant related party transactions i.e.transactions exceeding ten per cent of annualconsolidated turnover as per the last audited financialstatements were entered by the Company withPromoters, Directors, Key Managerial Personnel orother designated persons which may have a potentialconflict with the interest of the Company at large.Accordingly the disclosure of related party transactionsas required under Section 134(3) (h) of the CompaniesAct, 2013 in form AOC-2 is not applicable.

All Related Party Transactions are placed before theAudit Committee as also the Board for approval. Prioromnibus approval of the Audit Committee is obtained onyearly basis for the transactions which are of a foreseenand repetitive nature. The transactions entered intopursuant to the omnibus approval so granted are atarms' length and a statement giving details of all relatedparty transactions is placed before the Audit Committeeand the Board of Directors for their approval on aquarterly basis. The policy on Related Party Transactionsas approved by the Board is uploaded on the Company'swebsite. The policy ensures that proper reporting,approval and disclosure process are in place for alltransactions between the Company and the relatedparties.

16. DISCLOSURES UNDER SECTION 134 (3) (l) OF THECOMPANIES ACT, 2013

No material changes and commitments which couldaffect your Company's financial position have occurredbetween the end of the financial year of your Companyi.e. 31st March, 2020 and date of this report i.e. 30th

June, 2020.

17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOREDUCATION & PROTECTION FUND

During the year 2019-20, no Unclaimed/Unpaid Dividendwas required to be transferred to Investor Education andProtection Fund established by the Central Government,in compliance with Section 125 of the Companies Act,2013 read with the Investor Education and ProtectionFund (Accounting, Audit, Transfer and Refund) Rules,2016, as no dividend was declared by the Companyduring the financial year 2011-12.

18. TRANSFER OF EQUITY SHARES IN RESPECT OFUNPAID/UNCLAIMED DIVIDEND TO THE INVESTOREDUCATION AND PROTECTION FUND

In line with the statutory requirements, your Companyis in the process of transferring to the credit of theInvestor Education and Protection Fund set up by theGovernment of India, equity shares in respect of whichdividend had remained unpaid/unclaimed for a periodof seven (7) consecutive years within the time lines laiddown by the Ministry of Corporate Affairs.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

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

20. AUDITORS

20.1 STATUTORY AUDITORS

The members of the Company at the 24th AnnualGeneral Meeting, had appointed M/s. S. Rakhecha& Company, Chartered Accountants, as theStatutory Auditors of the Company for a term of fiveconsecutive years till the conclusion of 29th AnnualGeneral Meeting to be held in the year 2024. TheAuditors, have under Section 139(1) of theCompanies Act, 2013 and the Rules framedthereunder, furnished a certificate of their eligibilityand have confirmed their willingness and eligibilityto act as statutory auditor of the Company forfinancial year 2020-21.

The statutory auditors have also furnished adeclaration confirming their independence as wellas their arm's length relationship with your Companyas well as declaring that they have not taken upany prohibited non-audit assignments for yourCompany. The Audit Committee reviews theindependence of the statutory auditors and theeffectiveness of the audit process.

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

20.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 ofthe Companies Act, 2013 and The Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Company has


18

appointed M/s. P. P. Shah& Co., PracticingCompany Secretaries to undertake the SecretarialAudit of the Company. The Secretarial AuditReport is annexed herewith as "Annexure A".The Secretarial Audit Report does not containany qualification or adverse remark.

21. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the StatutoryAuditors nor the Secretarial Auditors have reported tothe Audit Committee of the Board, under Section 143(12)of the Act, any instances of fraud committed againstyour Company by its officers or employees, the detailsof which would need to be mentioned in this Report.

22. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company hascomplied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

23. CORPORATE GOVERNANCE

The Board of Directors affirm their continued commitmentto good corporate governance practices. During theyear under review, the Company complied with theprovisions relating to corporate governance as providedunder the Listing Regulations. The compliance reporttogether with a certificate from the Company's SecretarialAuditors, M/s. P. P. Shah & Co., Practicing CompanySecretaries confirming the compliance is provided inthe Report on Corporate Governance, which formspart of the Annual Report.

24. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

The Company has been taking all the possible measuresto conserve the energy and use and adopt besttechnology available in the market.

I) Energy Conservation:

In order to conserve the energy the Company hastaken the following steps:

a) replacement of old computers and officeequipments with power savings devices asand 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 whichkeeps abreast of technological advancement andtry and adopt the same for day to day operations.The Company offers user friendly trading terminalsand trading platforms to its clients. The Companyhas in place Wide Area Networking, high breedlease lines, Risk Management software etc..

III) There is no Foreign Exchange earnings and outgoduring the year

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the AnnualReturn in form MGT-9 is annexed herewith as"Annexure B",

26. PARTICULARS OF EMPLOYEES AND RELATEDDISCLOSURES

The information relating to remuneration and otherdetails as required under Section 197(12) of theCompanies Act, 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is annexed herewithas Annexure "C".

The information required pursuant to Section 197 readwith Rule, 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 inrespect of employees of the Company, are not applicableto the Company as no Employee of the Company is inreceipt of remuneration of Rs. 60,00,000/- p.a. or Rs.5,00,000/- p.m.

27. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Annual Financial Statementsof your Company for the financial year 2019 - 20 areprepared in compliance with the applicable provisionsof the Companies Act, 2013, including Indian AccountingStandards specified under Section 133 of the CompaniesAct, 2013. The Audited Consolidated Annual FinancialStatements together with the Auditors' Report thereonforms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013,a statement containing salient features of the FinancialStatements of the subsidiary company in the prescribedForm AOC - 1 are provided at Point 12 of the BoardsReport which forms part of the Annual Report. TheFinancial Statements are also available on the websiteof the company at www.joindre.com under investorrelations section.

28. LISTING OF SHARES

The Company's shares are listed on BSE Ltd., Mumbaiand the Company has paid the Listing Fees for thesame.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

The Certificate from Mr. Anil Mutha, Mr. DineshKhandelwal, Mr. Paras Bathia, Mr. Subhash Agarwaland Mr. Sunil Jain, Whole-Time Director and Mr. PramodSurana, CFO pursuant to provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, for the year under review was placed before theBoard of Directors of your Company at its meeting heldon 30th June, 2020. The certificate is attached and formpart of this Report.

30. CERTIFICATION FROM COMPANY SECRETARY INPRACTICE

Mr. Pradip Shah of M/s. P. P. Shah & Co., PracticingCompany Secretaries, have issued a certificate asrequired under the SEBI (LODR) Regulations, 2015,confirming that none of the Directors on the Board ofyour Company have been debarred or disqualified frombeing appointed or continuing as Director of companiesby the SEBI / Ministry of Corporate Affairs or any suchstatutory Authority. The certificate is attached and formpart of this Report.


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31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Pradip Shah of M/s. P. P. Shah & Co., Practicing Company Secretaries, has issued Annual Secretarial ComplianceReport for the financial year ended 31st March, 2020 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015which covers a broad check on compliance with the applicable SEBI Regulations and circulars/guidelines issued thereunderon an annual basis. The Report is being filed with BSE Limited. The said report does not contain any qualification oradverse remarks, except stated below:-

Management s' response:

In respect of the Corporate Governance Report for thequarter ended 30-09-2019 filed with BSE Ltd, the Companyhad received a notice from BSE Ltd stating non-compliancepertaining to certain provision of the SEBI (LODR)Regulations, 2015 as under:

a) Reg. 17(1) of SEBI ( LODR) Regulations, 2015- Noncompliance with the requirements pertaining to thecomposition of the Board including failure to appointwoman director:

In reply to the said notice, company made asubmission to the BSE Ltd that at any point of time,the Board of the Company consisted of 5 Whole TimeDirectors and 5 Non Executive Directors (includingone Woman Director), totaling 10 Directors which is

optimum combination of Executive and Non ExecutiveDirectors in terms of Regulation 17 (1) of SEBI (LODR)Regulations, 2015. Therefore, there was no non-compliance or violation of any LODR Regulations onthe part of company and the Company has requestedBSE Ltd to withdraw the notice and reverse ofpenalty. The matter is pending with the BSE Ltd.

b) Reg. 19 (1) / 19 (2) of SEBI (LODR) Regulations,2015- Non compliance with the constitution of Nominationand Remuneration Committee:

The Company has replied to the BSE that as per therequirement of SEBI (LODR) regulation 19 (1) (a), theNomination and Remuneration Committee shall compriseof at least 3 Directors. As per Regulation 19 (1) (c),at least fifty percent of the Directors shall be independent

ComplianceRequirement

(Regulations/circulars/guidelines including

specific clause)

Deviations Observations/ Remarks of the Practicing Comp anySecret ary

1. Reg. 17 (1) of theSEBI (LODR)Regulations, 2015

Non compliance withthe requirementspertaining to thecomposition of theBoard including failureto appoint womandirector.

The Company has replied to the BSE that at any point of time,the Board of the Company consisted of 5 Whole Time Directorsand 5 Non Executive Directors (including one Woman Director),totaling 10 Directors which is optimum combination of Executiveand Non Executive Directors in terms of Regulation 17 (1) ofSEBI (LODR) Regulations, 2015.

Accordingly, the Company had requested BSE Limited to withdraw/reverse the fine. The same is pending with BSE Limited.

2. Reg. 19 (1) / 19 (2)of the SEBI (LODR)Regulations, 2015

Non compliance withthe constitution ofNomination andRemunerationCommittee

The Company has replied to the BSE that as per the requirementof regulation 19 (1) (a), the Nomination and RemunerationCommittee shall comprise of atleast 3 Directors. As per Regulation19 (1) (c), atleast fifty percent of the Directors shall beindependent directors. Further, as per Regulation 19 (2), theChairman of the Committee should be Non Executive IndependentDirector.

In this case, out of the total four members, three members areNon - Executive Independent Directors and one member isExecutive Director. Further, the Chairman of the Committee isNon - Executive Independent Director. The Regulation do notprohibit the appointment Executive Directors as its member (inview of Regulation 19 (2), which provides that chairperson ofthe listed entity whether executive or non executive may beappointed as a member of the Committee and shall not chairthe Committee). In our case, one member who is ExecutiveDirector, has never chaired any Nomination and RemunerationCommittee.

Accordingly, the Company had requested BSE Limited to waive/withdraw/reverse the fine. The same is pending with BSELimited.

Sr.No.


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38. OUTLOOK

Indian Stock Market have been volatile and underpressure in the year 2019 due to combination ofdomestic and global factors. Domestic growth has beenslowing down and reached 5%. Global stock marketshave been hit by sharp increase in US-China Tradetensions which has depressed business confidence.

During the first week of October 2019 the marketsuffered a setback, on account of liquidity crisis due todefault on loan obligations by the Non-Banking FinanceCompanies, surging oil prices and rupee free fall. Aftermaking a peak of 42,273.87 points in Feb 2020, Sensexcrashed over - 38% by 23 March 2020 to 25,638.90points. This was one of the fastest crashes in stockmarket history, even worse than the 2008 market crashas Corona-virus led lockdowns across the world triggeredfears of a recession.

The bold reforms announced by the Government, onCorporate Tax, slashing the tax rate for domestic andnew manufacturing companies will boost "Make inIndia", promote investment and will create hugeemployment opportunities. The tax reform will help inattracting private investment from across the globe andwill help not only in creating more jobs, but also boostbusiness sentiment.

We expect the market would continue to remain volatileon account of Government lockdown due to Corona-virus, impacting the economic activities. However, variousimportant reforms announced by the Government,followed by budgetary support to boost the overallinvestment, consumption and export, will help the revivalof economy and the capital market. Further theexpectation of good monsoon and the stimulus packagefrom the Government to reduce the economic impactof Corona-virus, will help to improve market sentiment.

39. HUMAN RESOURCES

Your company has been able to employ and retainqualified professionals by offering the challenging workenvironment and compensation. The Company providesin house training to its employees. There were 74employees as at 31-03-2020.

40. FORWARD LOOKING STATEMENT

The Statements made in this report describe theCompany's objectives and projections that may beforward looking statements which are based on certain

Sr.

No.

Particulars FY2019-2020

FY2018-2019

1 Debtor Turnover Ratio 2.36 3.472 Inventory Turnover Ratio - -3 Interest Coverage Ratio 6.69 15.954 Current Ratio 1.30 2.045 Debt Equity Ratio - -6 Operating Profit Margin 46.41 47.097 Net Profit Margin 5.70 10.698 Return on Net Worth 1.98 4.10

directors. Further, as per Regulation 19 (2), the Chairmanof the Committee should be Non Executive IndependentDirector. In this case, out of the total four members,three members are Non - Executive IndependentDirectors and one member is Executive Director.Further, the Chairman of the Committee is Non -Executive Independent Director. The Regulations donot prohibit the appointment Executive Directors as itsmember (in view of Regulation 19 (2), which providesthat chairperson of the listed entity whether executiveor non executive may be appointed as a member ofthe Committee and shall not chair the Committee). Inour case, one member who is Executive Director, hasnever chaired any Nomination and RemunerationCommittee. Accordingly, the Company has requestedBSE Limited to withdraw the notice and waive/reversethe penalty. The matter is pending with BSE Limited.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors Report and theManagement Discussion & Analysis describing theCompany's objectives, expectations or forecasts maybe forward-looking within the meaning of applicablesecurities laws and regulations. Actual results maydiffer materially from those expressed in the statement.Important factors that could influence the Company'soperations include global economy, governmentregulations, tax laws, economic developments withinthe country and market sentiment.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2020, your Companyand its subsidiaries have paid a consolidated sum ofRs. 7,75,000/- to the Statutory Auditor and all itsentities.

34. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail brokingthrough network of branches, and authorized persons.The internet based trading facilities offered by thecompany is popular and widely used by the clientsand viewers. The Company offers Research Reportand financial updates to Individual Clients. TheCompany is also rendering Depository Services toits clients.

35. OPPORTUNITIES AND THREATS

The economy is slowing down and the impact ofGovernment lockdown due to Corona-virus, will furtheraffect the economic activities. However expectation ofnormal monsoon, coupled with Government's continuedreforms will help the revival of the economy and theCapital Market. However, due to US China Trade War;Lukewarm Corporate earnings; Liquidity squeeze inNBFC, may have an adverse impact on the inflow ofcapital.

36. SEGMENT-WISE OR PRODUCT-WISEPERFORMANCE

The Company has been rendering Capital MarketServices and hence there is no separate segmentreporting.

37. ANALYSIS OF FINANCIAL PERFORMANCE


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ANNEXURE "A" T O BOARD'S REPORTSECRETARIAL AUDIT REPORT

FORM NO. MR-3FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2020

[Pursuant to Section 204(1) of the Companies Act, 2013 andRule 9 of the Companies (Appointment and Remuneration

Personnel) Rules, 2014]

To,The Members,Joindre Capit al Services LimitedWe have conducted the Secretarial Audit of the compliance ofapplicable statutory provisions and the adherence to goodcorporate practices by Joindre Capit al Services Limited(hereinafter called 'the Company'). Secretarial Audit was conductedin a manner that provided to us a reasonable basis for evaluatingthe corporate conducts/statutory compliances and expressingour opinion thereon.Based on our verification of books, papers, minute books, formsand returns filed and other records maintained by the Companyand also the information provided by the Company, its officers,agents and authorized representatives during the conduct ofSecretarial Audit, we hereby report that in our opinion, theCompany has, during the audit period covering the financial yearended on 31st March, 2020 complied with the statutory provisionslisted hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, inthe manner and subject to the reporting made hereinafter:We have examined the books, papers, minute books, forms andreturns filed and other records maintained by the Company forthe financial year ended on 31st March, 2020, according to theprovisions of:1. The Companies Act, 2013 (the Act) and the rules made

thereunder;2. The Securities Contracts (Regulation) Act, 1956 ('SCRA')

and the rules made thereunder;3. The Depositories Act, 1996 and the Regulations and Bye-

laws framed thereunder;4. Foreign Exchange Management Act, 1999 and the rules

and regulations made thereunder to the extent of ForeignDirect Investment, Overseas Direct Investment and ExternalCommercial Borrowings. (Not applicable to the Comp anyduring the Audit Period);

5. The following Regulations and Guidelines prescribed underthe Securities and Exchange Board of India Act, 1992 ('SEBIAct'):-a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations, 2015;

c) SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2018;

d) The Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations, 2014 (Notapplicable to the Comp any during the Audit Period);

e) The Securities and Exchange Board of India (Issueand Listing of Debt Securities) Regulations, 2008 (Notapplicable to the Comp any during the Audit Period);

f) The Securities and Exchange Board of India (Registrarsto an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing withclient;

g) The Securities and Exchange Board of India (Delistingof Equity Shares) Regulations, 2009 (Not applicableto the Comp any during the Audit Period);

assumptions and expectations of future events. TheCompany's actual results, may differ materially fromthose projected in any such forward looking statementsdepending on economic conditions, government policiesand decisions which are beyond the control of theCompany.

41. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As required under the provisions of Sexual Harassmentof Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013, the Company has formed aCommittee and also adopted policy on prevention andredressal of grievance relating to sexual harassment ofwomen at work place. There were nil complaints pending/received on sexual harassment during the year underreview.

42. GREEN INITIATIVES

Electronic copies of the Annual Report 2019- 20 andNotice of the 25th Annual General Meeting are sent toall members whose email addresses are registered withyour Company/Depository Participant(s).

For members who have not registered their emailaddresses, physical copies of the Annual Report werebeing sent under Section 101 of the Companies Act,2013 in the permitted mode. However, in view of Covid19 pandemic, the Ministry of Corporate Affairs vide itscircular No. 17 / 2020 dated 13th April, 2020 and circularno. 20 / 2020 dated 5th May, 2020 and SEBI vide itscircular bearing reference no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 has dispensedwith the requirement of sending hard copy of full AnnualReport to the shareholders. Accordingly, Members whohave not registered their email address with the Companyor the Depository Participant(s) are requested todownload the copy of the Annual Report from thewebsite of the Company i.e. www.joindre.com or fromthe website of BSE Limited i.e. www.bseindia.com.

Your Company provides e-voting facility to all its membersto enable them to cast their votes electronically on allresolutions set forth in the Notice. This is pursuant tothe Section 108 of the Companies Act, 2013 and Rule20 of the Companies (Management and Administration)Amendment Rules, 2015.

43. ACKNOWLEDGMENT

The Board wishes to place on records its appreciationto all its Shareholders, Customers, Bankers, StockExchange Authorities and Employees for the co-operationand contributions made by them at all levels.


Anil Meht a Subhash Agarwal(Chairman) (Whole Time Director)

Place : MumbaiDate : June 30, 2020

Registered Office:32 Raja Bahadur Mansion,Ground Floor, Opp. Bank of Maharashtra,Mumbai Samachar Marg, Fort, Mumbai - 400 023.


22

h) The Securities and Exchange Board of India (Buybackof Securities) Regulations, 2018; (Not applicable tothe Comp any during the Audit Period);

6. Laws specifically applicable to the industry to which theCompany belongs, as identified by the management, that isto say:-a) The Securities and Exchange Board of India (Stock

Brokers and Sub - Brokers) Regulations, 1992.b) The Securities and Exchange Board of India (Portfolio

Managers) Regulations, 1993 upto 15th January, 2020and The Securities and Exchange Board of India(Portfolio Managers) Regulations, 2020 w.e.f. 16thJanuary, 2020.

c) The Securities and Exchange Board of India(Intermediaries) Regulations, 2008.

d) The Depositories Act, 1996 and the Regulations andBye-laws framed thereunder for the purpose ofDepository License.

We have also examined compliance with the applicable clausesof the following:1) Secretarial Standards issued by The Institute of Company

Secretaries of India i.e. Secretarial Standards - 1 for BoardMeetings and Secretarial Standards - 2 for General Meetings;

2) The Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 [SEBI(LODR) Regulations, 2015].

During the period under review the Company has complied withthe provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above.We further report thatThe Board of Directors of the Company is duly constituted withproper balance of Executive Directors and Non-ExecutiveDirectors/ Independent Directors. There were no changes in thecomposition of the Board of Directors that took place during theperiod under review except the following:• Appointment of Mrs. Jeha Sanjay Shah as Independent

Director• Resignation of Mr. Ramavtar Badaya as Independent DirectorAdequate notice is given to all directors to schedule the BoardMeetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seeking andobtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at themeeting.Majority decision is carried through while the dissenting members'views are captured and recorded as part of the minutes.We further report that there are adequate systems and processesin the Company commensurate with the size and operations ofthe Company to monitor and ensure compliance with applicablelaws, rules, regulations and guidelines.We further report that during the audit period, there were noinstances of:1. Public /Right/Preferential issue of shares/ Debentures /

Sweat Equity etc.;2. Redemption / Buy Back of Securities;3. Major decisions taken by the members in pursuance to

Section 180 of the Companies Act, 2013;4. Merger/ Amalgamation / Reconstruction etc.;5. Foreign Technical Collaborations.

Pradip ShahFor P. P. Shah & Co.,

Practicing Company SecretariesPlace: Mumbai FCS No. 1483, C P No.: 436Date: 30th June, 2020 UDIN: F001483B000461965

CERTIFICATE OF NON-DISQUALIFICATION OFDIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause(10)(i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

To,The Members ofJoindre Capit al Services Limited32, Raja Bahadur Mansion, Ground Floor,Opp. Bank of Maharashtra, Mumbai Samachar Marg,Fort, Mumbai - 400023.

We have examined the relevant registers, records, forms, returnsand disclosures received from the Directors of Joindre Capit alServices Limited having CIN L67120MH1995PLC086659 andhaving registered office at 32, Raja Bahadur Mansion, GroundFloor, Opp. Bank of Maharashtra, Mumbai Samachar Marg, Fort,Mumbai - 400023 (hereinafter referred to as 'the Company'),produced before us by the Company for the purpose of issuingthis Certificate, in accordance with Regulation 34(3) read withSchedule V Para C sub-clause 10(i) of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements)Regulations, 2015.

In our opinion and to the best of our information and accordingto the verifications (including Directors Identification Number(DIN) status at the portal www.mca.gov.in) as considerednecessary and explanations furnished to us by the Company &its officers, We hereby certify that none of the Directors on theBoard of the Company as stated below for the financial yearending on 31st March, 2020 have been debarred or disqualifiedfrom being appointed or continuing as Directors of companiesby the Securities and Exchange Board of India, Ministry ofCorporate Affairs, or any such other Statutory Authority.

Ensuring the eligibility for the appointment / continuity of everyDirector on the Board is the responsibility of the Managementof the Company. Our responsibility is to express an opinion onthese based on our verification. This certificate is neither anassurance as to the future viability of the Company nor of theefficiency or effectiveness with which the management hasconducted the affairs of the Company.


Practicing Company SecretariesPlace: Mumbai FCS No. 1483, C P No.: 436Date: July 16, 2020 UDIN: F001483B000461965

Sr.

No.

Name of Director DIN Date of appointment

in Company

1. Subhash Chandra Agarwal 00022127 15/09/2015

2. Sunil Milapchand Jain 00025926 15/09/2015

3. Anil Devichand Mutha 00051924 15/09/2015

4. Dinesh Kumar Jankilal Khandelwal 00052077 21/03/1995

5. Paras Kesharmal Bathia 00056197 15/09/2015

6. Veepin Shankarrao Thokal 00511258 05/03/2004

7. Sonali Piyush Chaudhary 02328888 16/05/2011

8. Ravi Sant Jain 02666715 12/06/2009

9. Sanjay Mulchand Jain 08281408 30/11/2018

10. Jeha Sanjay Shah 02084144 05/09/2019


23

SECRETARIAL COMPLIANCE REPORT OFJOINDRE CAPITAL SERVICESLIMITEDFOR THEYEAR ENDED 31st MARCH, 2020We, M/s. P. P. Shah & Co., Practicing Company Secretarieshave examined:

(a) All the documents and records made available to us andexplanation provided by Joindre Capital Services Limited("the listed entity"),

(b) The filings/submissions made by the listed entity to thestock exchanges,

(c) Website of the listed entity,

(d) Any other document/filing, as may be relevant, whichhas been relied upon to make this certification, for theyear ended 31st March, 2020 ("Review Period") inrespect of compliance with the provisions of:

(a) The Securities and Exchange Board of India Act,1992 ("SEBI Act") and the Regulations, circulars,guidelines issued thereunder; and

(b) The Securities Contracts (Regulation) Act, 1956("SCRA"), rules made thereunder and theRegulations, circulars, guidelines issued thereunderby the Securities and Exchange Board of India("SEBI");

(a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder,except in respect of matters specified below:-

Compliance Requirement(Regulations/circulars/

guidelines includingspecific clause)

Deviations Observations/Remarks of the Practicing Comp anySecret ary

Reg. 17 (1) of theSEBI (LODR)Regulations, 2015

Non compliancewith therequirementspertaining to thecomposition of theBoard includingfailure to appointwoman director.

Reg. 19 (1)/19 (2)of the SEBI(LODR)Regulations, 2015

Non compliancewith the constitutionof Nomination andR e m u n e r a t i o nCommittee

The Company has replied to the BSE that at any point of time, theBoard of the Company consisted of 5 Whole Time Directors and 5Non Executive Directors (including one Woman Director), totaling 10Directors which is optimum combination of Executive and NonExecutive Directors in terms of Regulation 17 (1) of SEBI (LODR)Regulations, 2015.

Accordingly, the Company had requested BSE Limited to waive thefine. The same is pending with BSE Limited.

The Company has replied to the BSE that as per the requirementof regulation 19 (1) (a), the Nomination and Remuneration Committeeshall comprise of atleast three Directors. As per Regulation 19 (1)(c), atleast fifty percent of the Directors shall be independentdirectors. Further, as per Regulation 19 (2), the Chairman of theCommittee is Non Executive Independent Director.In our case, out of the total four members, three members are Non-Executive Independent Directors and one member is ExecutiveDirector. Further, the Chairman of the Committee is Non-ExecutiveIndependent Director. The Regulation do not prohibit the appointmentExecutive Directors as its member (in view of Regulation 19 (2),which provides that chairperson of the listed entity whether executiveor non executive may be appointed as a member of the Committeeand shall not chair the Committee). In our case, one member whois Executive Director, has never chaired any Nomination andRemuneration Committee.Accordingly, the Company had requested BSE Limited to waive thefine. The same is pending with BSE Limited.

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include:-

(a) SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015;

(b) SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2018;

(c) SEBI (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

(d) SEBI (Buyback of Securities) Regulations, 2018;

(e) SEBI (Share Based Employee Benefits) Regulations,2014;

(f) SEBI (Issue and Listing of Debt Securities) Regulations,2008;

(g) SEBI (Issue and Listing of Non-Convertible andRedeemable Preference Shares) Regulations, 2013;

(h) SEBI (Prohibition of Insider Trading) Regulations, 2015;

(i) SEBI (Registrars to an Issue and Share Transfer Agents)Regulations, 1993;

(j) SEBI (Stock Brokers and Sub-Brokers) Regulations,1992 and circulars/ guidelines issued thereunder; andbased on the above examination, we hereby report that,during the Review Period:

Sr.No.

1,

2.


24

(b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelinesissued thereunder insofar as it appears from our examination of those records.

(c) The following are the details of actions taken against the listed entity/its promoters/ directors/material subsidiaries eitherby SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through variouscirculars) under the aforesaid Acts/ Regulations and circulars/guidelines issued thereunder:

Sr.No.

Action t aken by Details ofviolation

Observations/ remarks of the PracticingComp any Secret ary, if any .

1, BSE Ltd. Non compliancewith therequirementspertaining to thecomposition ofthe Boardincluding failureto appointwoman director.

The Company has replied to the BSE that at any point oftime, the Board of the Company consisted of 5 WholeTime Directors and 5 Non Executive Directors (includingone Woman Director), totaling 10 Directors which isoptimum combination of Executive and Non ExecutiveDirectors in terms of Regulation 17 (1) of SEBI (LODR)Regulations, 2015.

Accordingly, the Company had requested BSE Limited towaive the fine. The same is pending with BSE Limited.

Details of actiontaken E.g. fines,warning letter ,

debarment, etc.

Fine of Rs.5,42,800(Including 18%GST) for thequarter ended30th September,2019.

2, BSE Ltd. Non compliancewith theconstitution ofNomination andRemunerationCommittee

The Company has replied to the BSE that as per therequirement of regulation 19 (1) (a), the Nomination andRemuneration Committee shall comprise of atleast threeDirectors. As per Regulation 19 (1) (c), atleast fifty percentof the Directors shall be independent directors. Further,as per Regulation 19 (2), the Chairman of the Committeeis Non Executive Independent Director.

In our case, out of the total four members, three membersare Non-Executive Independent Directors and one memberis Executive Director. Further, the Chairman of the Committeeis Non-Executive Independent Director. The Regulation donot prohibit the appointment Executive Directors as itsmember (in view of Regulation 19 (2), which provides thatchairperson of the listed entity whether executive or nonexecutive may be appointed as a member of the Committeeand shall not chair the Committee). In our case, onemember who is Executive Director, has never chaired anyNomination and Remuneration Committee.

Accordingly, the Company had requested BSE Limited towaive the fine. The same is pending with BSE Limited.

Fine of Rs.2,17,120 + 18%GST for thequarter ended30th September,2019.


Practicing Company SecretariesPlace: Mumbai FCS No. 1483, C P No.: 436Date : 30th June, 2020 UDIN: F001483B000404919

(d) The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr.No.

Comment s of thePracticing Comp any

Secret ary on the actionstaken by the listed entity

1,

Observations of thePracticing Comp any

Secret ary in theprevious report s

Observations made in thesecret arial compliance

report for the year ended31st March, 2019

Nil Nil

Actions t aken by thelisted entity , if any

Nil Nil


34

II. BOARD OF DIRECTORS

I) Composition and category of Directors

The Board consists of five Whole Time Directors and five Independent Directors. The Composition of Board, the categoryof Directors, the attendance of Directors at the Board Meetings and the last Annual General Meeting are as follows:

EWD = Executive Whole Time Director; I = Independent ; NE = Non Executive; P = Promoter; AC-JCSL = AuditCommittee - Joindre Capital Services Ltd.; SRC-JCSL = Stakeholders Relationship Committee - Joindre CapitalServices Ltd.; NRC-JCSL = Nomination & Remuneration Committee- Joindre Capital Services Ltd.; RM-JCSL= RisksManagement Committee. For the purpose of Committee Memberships only Public Ltd Companies (Listed and Unlisted)have been considered. None of the above Directors are related interse.

A REPORT ON COMPLIANCE WITH THEPRINCIPLES OF CORPORATE GOVERNANCE FORTHE FINANCIAL YEAR 31st MARCH, 2020 IN TERMSOF REGULATION 34(3) READ WITH SCHEDULE VOF SEBI (LISTING OBLIGA TIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015I. COMPANY'S PHILOSOPHY ON CODE OF

GOVERNANCEThe company is committed to adopt best practicesin Corporate Governance and disclosures. Timely andaccurate flow and disclosure of information aboutfinancial situation, performance, ownership andmanagement of the Company is an important part ofCorporate Governance. While trying to achieve financialtarget, the Company follows the business principlesand ethics in all its dealings with shareholders,employees, lenders, creditors, customers and thegovernment.The Company's governance framework is based onappropriate composition of Board Members and theCommittees as per the statutory and regulatoryrequirement, proper flow of information to Board and theCommittee Members for discharging their fiduciary duties,disclosure of material and financial information tostakeholders, ensuring proper system and process forinternal control.Governance S tructureThe Company's governance structure comprises of theBoard of Directors and the various Committees of Board

and the Senior Management Personnel (Head of theDepartments). The Board sets out the corporateobjectives and gives direction and freedom to themanagement to achieve these objectives within aframework thereby ensuring fairness in decision makingand execution.Board of DirectorsThe Board operates within the framework to dischargeits fiduciary duties of safeguarding interest of the companyat the same time ensuring transparancy in dealing andfairness in decision making. The Board ensures that thecompany's operations are carried out on sound andethical business practices and its resources are utilisedfor creating sustainable growth.Committees of DirectorsIn order to comply with the statutory and regulatoryrequirements as well as to have more focused attentionon various facets of business, the Board has constitutedAudit Committee, Stakeholders' Relationship Committee,Nomination and Remuneration Committee. Thesecommittees function within the respective frameworkand the terms of reference.

Management S tructureThe Whole time Directors and Chief Financial Officerare in overall control and responsible for day-to-dayworking of the Company. The functional heads of theCompany have been delegated with authority andresponsibility for smooth functioning of variousdepartments.

No. of CommitteeMembership s/Chairmanship

including Joindre Capit alServices Lt d

Chairmanship MembershipMr. Anil Mutha Chairman/EWD P 6 Yes 3 Nil NilMr. Dinesh Khandelwal EWD P 6 Yes Nil Nil NilMr. Paras Bathia EWD P 6 Yes Nil Nil NilMr. Subhash Agarwal EWD P 6 Yes Nil RM-JCSL AC-JCSL,

SRC-JCSL &NRC-JCSL

(upto 30-09-2019)Mr. Sunil Jain EWD P 6 Yes Nil Nil SRC-JCSL,

RM-JCSLMrs. Jeha Shah NE I 4 NA 1 Nil Nil(w.e.f. 05-09-2019)Mr. Ravi Sant Jain NE I 6 No Nil SRC-JCSL NRC- JCSLMr. Ramavtar Badaya NE I 1 No Nil Nil Nil(upto 05-09-2019)Mrs. Sonali Chaudhary NE I 6 No Nil Nil AC-JCSL

NRC- JCSLMr. Veepin Thokal NE I 6 Yes Nil AC-JCSL; RM-JCSL

NRC- JCSLMr. Sanjay Jain NE I 6 No Nil Nil Nil

Name of Director Executive/Non-

Executive

Promoter/Independent

No. of BoardMeetings

attended outof 6 meetings

held

Attendanceat last AGM

No. of otherDirectorship


35

II) Board T raining and Induction

At the time of appointment of Director, a formal letterof appointment is issued which interalia include therole, function, duties and responsibilities. He is alsoexplained in detail the various internal policies of thecompany and the compliances under the CompaniesAct, SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and other relevantregulations. The Whole Time Directors have one-to-one discussion with the concern director to enablehim/her to get himself/herself acquainted with thecompany, its business activities and regulatoryframework in which it operates.

The Certificate from Practicing Company Secretaryissued as per requirement of SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015 confirming that none of theDirectors of the Company have been debarred ordisqualified from being appointed or continuingas Director of the Company by SEBI/Ministry ofCorporate Affairs or any such Statutory Authorities,is enclosed to this report.

III) Review of information by Board

The Board periodically reviews the items requiredto be placed before it and in particular reviewsand approves quarterly/half yearly unauditedfinancial statements and the audited annual financialstatements, corporate strategies, business plans,annual budgets, projects and capital expenditure.It monitors overall operating performance, andreviews such other items which require Board'sattention. It directs and guides the activities of theManagement towards the set goals and seeksaccountability. It also sets standards of corporatebehavior, ensures transparency in corporatedealings and compliance with laws and regulations.The Agenda for the Board Meeting covers itemsset out in Regulation 17(7) read with part A ofSchedule II of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015, tothe extent these are relevant and applicable. Allagenda items are supported by relevant information,documents and presentations and discussionsduring the meeting to enable the Board to takeinformed decisions.

IV) Board Meetings

During the year under review, 6 meetings wereheld on 29-05-2019; 07-08-2019; 13-09-2019;24-10-2019; 13-12-2019, and 14-02-2020.

V) Meetings of the Independent Directors

During the year under review one meeting ofIndependent Directors was held on 14-2-2020inter alia to discuss the following.

l Evaluation of the performance of NonIndependent Directors and the Board as awhole;

l Evaluation of the quality, content and timelineof flow of information between the Management

and the Board that is necessary for theBoard to effectively and reasonably performits duties.

All the Independent Directors were presentat the Meeting.

VI) Notes on Directors seeking appointment /re-appointment:

The Board at their meeting held on 30-06-2020,have re-appointed Mr. Anil Mutha, DineshKhandelwal, Mr. Paras Bathia, Mr. Subhash Agarwaland Mr. Sunil Jain, as Whole Time Directors ofthe Company for a period of five years from 15th

September, 2020, subject to the approval of theshareholders.

Mr. Dinesh Khandelwal and Mr. Paras Bathia,Whole Time Directors of the Company, retire byrotation at the ensuing Annual General Meetingand being eligible, offer themselves for re-appointment

Mrs. Jeha Sanjay Shah was appointed as anAdditional Director in the capacity as IndependentDirector by the Board w.e.f 05-09-2019, holdingoffice upto the date of the Annual General Meeting.The Company has received a notice as requiredunder Section 160 of the Companies Act, 2013(the Act) from a member proposing Mrs. JehaSanjay Shah for her appointment as Director/Independent Director of the Company. Mrs. JehaSanjay Shah has given a declaration to the Boardthat she meets the criteria of independence asprovided under Section 149(6) of the Act.

The information of the appointee Directors aregiven below

l Mr. Anil Mutha is B. Com., ACA, LLB, M.Com,AICWA having more than 32 years ofexperience in capital market and has beenthe Whole Time Director of the companysince 1995.

l Mr. Dinesh Khandelwal is commerce graduate.,having more than 32 years of experience incapital market and has been the Whole TimeDirector of the company since 1995.

l Mr. Paras Bathia is commerce graduate,having more than 34 years of experience incapital market and has been the Whole TimeDirector of the company since 1998.

l Mr. Subhash Agarwal is B. Com., ACA,having more than 34 years of experience incapital market and has been the Whole TimeDirector of the company since 1995.

l Mr. Sunil Jain is B. Com., FCA, having morethan 27 years of experience in capital marketand has been the Whole Time Director of thecompany since 1995.

l Mrs Jeha Shah is S.S.C, having 2 yearsexperience as Interior Decorators andDesigning.


36

Directors’ Profile: The Board of Directors comprises of professionals of eminence and stature drawn from diverse fields. They collectively bring to the fore a wide range of skills and experience to the Board, which elevates the quality of the Board’s decision making process. Mr. Anil Devichand Mutha, Chairman

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualifications

Expertise in specific

functional area

Shareholdings in Joindre Capital

Services Ltd.,

Directorship (excluding

foreign, private and Section 8 Companies)

Committee

Memberships

inter-se relationship between the

Board Members

00051924 03-11-1960 Indian 21-03-1995 B.Com; A.C.A, LL.B., M.Com., A.I.C.W.A.


1771000 Mutha Resources Pvt. Ltd., Ringmen Investment & Fin Co. Pvt. Ltd., Mutha Industries Pvt. Ltd.,

Nil There is no inter-se relationship between the Board Members

Mr. Dinesh Jankilal Khandelwal, Whole-Time Director

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualifications


functional area


Services Ltd.,


foreign, private and Section 8

Companies)

Committee

Memberships


Board Members

00052077 30-06-1962 Indian 10-05-1995 B.Com; 32 years experience in capital market

771600 Nil Nil There is no inter-se relationship between the Board Members

Paras Kesharmal Bathia, Whole-Time Director

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualifications


functional area


Services Ltd.,



Companies)

Committee

Memberships


Board Members

00056197 27-03-1956 Indian 09-07-1998 B.Com; 34 years experience in capital market


Mr. Subhash Agarwal, Whole-Time Director

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualifications


functional area


Services Ltd.,



Companies)

Committee Memberships

inter-se relationship

between the Board Members

00022127 21-03-1957 Indian 21-03-1995 B.Com., A.C.A.


565450 Nil Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee (upto 30-09-2019), Risks Management Committee



37

Mr. Sunil Milapchand Jain, Whole-Time Director

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualifications


functional area


Services Ltd.,



Companies)



Board Members

00025926 28-05-1965 Indian 10-05-1995 B.Com., F.C.A.


470160 Nil Stakeholders Relationship Committee, Risks Management Committee


Mrs. Jeha Sanjay Shah, Independent Director

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualifications


functional area


Services Ltd.,



Companies)

Committee

Memberships


Board Members

2084144 30-11-1973 Indian 05-09-2019 S.S.C. 2 years experience in Interior Decorators & Designing

Nil Shubhakamana Mercantiles Pvt. Ltd

Nil There is no inter-se relationship between the Board Members

Mr. Ravi Sant Jain, Independent Director

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualifications


functional area


Services Ltd.,



Companies)




02666715 07-09-1966 Indian 12-06-2009 Commerce Undergraduate

22 Years in plantation business

Nil Nil Stakeholders Relationship Committee and Nomination & Remuneration Committee


Mr. Sanjay Mulchand Jain, Independent Director

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualific ations


functional area


Services Ltd.,



Companies)



Board Members

0008281408 21-05-1964 Indian 30-11-2018 B.E. Civil

21 Years – consultancy in real estate & construction


Mrs. Sonali Piyush Chaudhary, Independent Director

DIN Date of Birth

Nationality

Date of appointment

on Board

Qualific ations


functional area


Services Ltd.,



Companies)



Board Members

02328888 07-03-1980 Indian 16-05-2011 B. Com, F.C.A.

14 years experience in the organisation rendering Financial services

Nil Nil Audit Committee and Nomination & Remuneration Committee



38

III. COMMITTEES OF THE BOARD

The Board has constituted the Audit committee,Stakeholders' Relationship Committee, Nomination andRemuneration Committee. The terms of reference ofthese Committees are determined by the Board. Meetingsof each of these Committees are convened by therespective Chairman of the Committee, who alsoinforms the Board about the summary of discussionsheld in the Committee Meetings. The Minutes of theCommittee Meetings are tabled at the Board Meetings.

A) AUDIT COMMITTEE

The Audit Committee acts as a link between theStatutory Auditors, the Internal Auditors and theBoard of Directors. Its purpose is to assist theBoard in fulfilling its oversight responsibilities ofmonitoring financial reporting processes, reviewingthe Company's established systems and processesfor internal financial controls, governance andreviewing the Company's statutory and internalaudit activities. The Committee is governed byterms of reference which is in line with theregulatory requirements mandated by theCompanies Act, 2013 and SEBI Regulations.Some of the important functions performed by theCommittee are:

A-1 Financial Reporting and Related Processes

l Effective oversight of the Company's financialreporting process and the disclosure of financialinformation to ensure that the financial statementis correct, sufficient and credible.

l Reviewing with the Management (i) the quarterlyUn-Audited Financial Results and the Auditors'Limited Review Report thereon, (ii) Audited AnnualFinancial Statements and Auditors' Report thereonbefore submission to the Board for approval. Thiswould, inter alia, include reviewing changes in theaccounting policies and practices and reasons forsuch change, major accounting entries involvingestimates based on exercise of judgment by theManagement.

l Review the Management Discussion & Analysis

Mr. Veepin Shankarrao Thokal, Independent Director

DIN Date of Birth

Nationality

Date of appointment on Board

Qualific ations


functional area


Services Ltd.,



Companies)




00511258 03-07-1963 Indian 03-05-2004 B. Com (Hons.), LL.B.

24 Practicing Advocate

1000 Nil Audit Committee, Nomination & Remuneration Committee and Risks Management Committee


Confirmation as regards skills/competence/expertise of the Board of Directors

The Board believes that the above-mentioned skills/competencies/expertise are required for the business of the Companyand Directors of the Company possess these skills/competencies/expertise, which helps the Company to function effectively.

of financial condition and results of the Company'soperation.

l Review of Management internal control systems,improvements and weaknesses, if any, as observedby the Statutory Auditors.

l Review of the adequacy of the internal auditfunction, if any, including the structure of theinternal audit department, staffing and seniority ofthe person heading the Department, reportingstructure, coverage and frequency of internalaudit.

l Reviewing the findings of any internal investigationsby the Internal Auditors into matters where thereis suspected fraud or irregularity or a failure ofinternal control systems of a material nature andreporting the matter to the Board.

l Review with the Management, performance ofStatutory and Internal Auditors, adequacy of theinternal control.

l Discuss with the Statutory Auditors, its judgmentabout the quality and appropriateness of theCompany's accounting principles with referenceto relevant Accounting Standards and the relevantRules under the Act as amended from time totime.

l Scrutiny and review the investments and inter-corporate loans made by the Company.

A-2 Internal Controls and Governance Processes

l Review the adequacy and effectiveness of theCompany's system and internal controls.

l Review and discuss with the Management theCompany's major financial risk exposures andsteps taken by the Management to monitor andcontrol such exposure.

l To oversee and review the functioning of the vigilmechanism implemented in the Company as aWhistle Blower Policy and to review the findingsof investigations into cases of material nature, ifany, and the actions taken in respect thereof. Thescope of the vigil mechanism enables employees,Directors and other stakeholders to report on anycases of leakage of unpublished price sensitive


39

The Audit Committee is in compliant with section 177(2)of the Companies Act, 2013 and Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015. The Company at its Board Meetingheld on May 30, 2014, has adopted the terms of referenceof Audit Committee as prescribed under section 177(4) ofthe Companies Act, 2013 w.e.f. 1st April, 2014. All theMembers on the Audit Committee have the requisitequalification for appointment on the Committee andpossess sound knowledge of finance, accountingpractices and internal controls.

The representative of the Statutory Auditors is permanentinvitees to the Audit Committee Meetings. Also the InternalAuditors are invited to attend the Audit CommitteeMeetings.

The Minutes of the meetings of the Audit Committee arecirculated to all the members of the Board.

B) NOMINATION AND REMUNERATION COMMITTEEIn compliance with Section 178 of the Companies Act,2013 and Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, theBoard has constituted the "Nomination and RemunerationCommittee" (NRC).

The terms of reference of the Committee inter alia,include the following:

l Constitution: Minimum 3 Non Executive Directorswith half or more as Independent Directors. TheChairman of the Committee shall be an IndependentDirector.

l Terms of Reference:

v The Committee shall identify the personswho are qualified to become Directors andwho may be appointed in senior managementin accordance with the criteria laid down,recommend to the Board their appointmentand removal and shall carry out performanceevaluation of every director.

v Lay down the criteria for determining thequalifications, positive attributes andindependence of a Director and furtherrecommend to the Board the policy forremuneration of Director, Key ManagerialPersonnel and Employees.

Date of Meeting Veepin Thokal Sonali Chaudhary Subhash Agarwal

Chairman & Member & Member &Non Executive Non Executive ExecutiveIndependent Independent Whole Time

Director Director Director

29-05-2019 Present Present Present




Meetings attended out of 4 4 4

total 4 meetings held

information and consequent non-compliance withSEBI (Prohibition of Insider Trading Regulations)Regulations, 2015.

l To make the employees aware of the vigilmechanism to enable employees to report instancesof leak of unpublished price sensitive information.

l Management letters/letters of internal controlweaknesses, if any, issued by the Statutory Auditors.

A-3 Audit

l Review the scope of the Statutory Auditors, theannual audit plan and the Internal Audit Plan witha view to ensure adequate coverage.

l Review and monitor the Auditors' independenceand performance and effectiveness of the auditprocess.

l Discuss with Statutory Auditors before the auditcommences, about the nature and scope of auditas well as post audit discussion to ascertain anyarea of concern.

l Review the significant audit findings from thestatutory and internal audits carried out, therecommendations and Management's responsethereto.

l Review and recommend to the Board theappointment/re-appointment of the StatutoryAuditors considering their independence andeffectiveness and their replacement and removal.

l Approve such additional services to be renderedby the Statutory Auditors except those enumeratedin Section 144 of the Companies Act, 2013 andpayment for such services.

l To recommend to the Board the remuneration ofthe Statutory Auditors.

l To discuss with the Statutory Auditors/Chief InternalAuditors any significant difficulties encounteredduring the course of the Audit.

A-4 Other Duties

l To approve the appointment, removal and termsof remuneration of the Chief Internal Auditor andto approve the appointment of the Chief FinancialOfficer.

l To grant omnibus approval to all related partytransactions including any subsequent modificationsthereto, grant of omnibus approvals for relatedparty transactions which are repetitive in nature,are in the ordinary course of business and on anarm's length pricing basis and to review andapprove such transactions subject to the approvalof the Board or shareholders, as the case maybe.

l To review compliance with the provisions of theSEBI (Prohibition of Insider Trading Regulations)Regulations, 2015 as amended from time to timeand to verify that the systems for internal controlfor prohibition of Insider Trading are adequateand are operating effectively.

l The scope and terms of reference of the Committeehas been widened in line with the amendmentsmade to the listing regulations which becomeapplicable from the said date.

The composition of Audit Committee as at 31-3-2020and the attendance at the Audit Committee Meetingsduring the year under review are as follows:


40

IV) POLICY FOR SELECTION AND APPOINTMENT OFDIRECTORS AND THEIR REMUNERATION

The Nomination and Remuneration (NRC) Committeehas adopted a Policy which, inter alia, deals with themanner of selection of Board of Directors and CEO andtheir remuneration. The Policy has been outlined below:

l While formulating the policy the Committee hasto ensure that:

v The level and composition of remunerationis reasonable and sufficient to attract, retainand motivate directors of the quality requiredto run the Company successfully.

v Relationship of remuneration to performanceis clear and meets appropriate performancebenchmarks.

v Remuneration to directors, Key ManagerialPersonnel and senior management reflectsshort and long term performance objectivesappropriate to the working of the Companyand its goals.

On 30-5-2014 the Nomination and RemunerationCommittee was constituted by dissolution of theRemuneration Committee. The Nomination andRemuneration Committee consists of the followingmembers. During the year, three meetings were held.

C) STAKEHOLDERS RELA TIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of theCompanies Act, 2013 and Regulation 20 of SEBIListing Obligations and Disclosure Requirements)Regulations, 2015, the Board has constituted the"Stakeholders' Relationship Committee".

The terms of reference of the Committee are:

l to approve transfer/transmission of shares/debentures and such other securities, as may beissued by the Company from time to time;

l to issue duplicate share certificates for shares/debentures and other securities reported lost,defaced or destroyed, as per the laid downprocedure;

l to issue new certificates against subdivision ofshares, renewal, split or consolidation of sharecertificates.

l to issue and allot right shares/bonus sharespursuant to a out rights issue/bonus issue, subjectto such approvals as may be required;

l to issue and allot debentures, bonds and othersecurities as approved by the Board of Directors,subject to such other approvals of the Regulatorsas may be required;

l to approve and monitor requests relating todematerialization of shares/debentures/othersecurities and all matters incidental or relatedthereto;

Date of

Meeting

Chairman & Member & Member & Member &Non Executive Non Executive Non Executive ExecutiveIndependent Independent Independent Whole Time

Director Director Director Director

29-05-2019 Present Present Present Present

07-08-2019 Present Present Present Present

14-02-2020 Present Present Present NA

Meetings 3 3 3 2attended outof total 3meetings held

Veepin

ThokalSonali

Chaudhary

SubhashAgarwal

(Upto30-09-2019)

Ravi Jain

l to authorize the Company Secretary and HeadCompliance/other Officers of the Share Departmentto attend to matters relating tov transfer/transmission of shares, issue of

duplicate share certificates for shares reportedlost, defaced or destroyed, to issue newcertificates against subdivision of shares,renewal, split or consolidation of sharecertificates;

v non receipt of annual reports, notices, nonreceipt of declared dividend, change of addressfor correspondence and other such issuesand to monitor action taken thereon;

l to monitor Investor Relation activities of theCompany and give guidance on the flow ofinformation from the Company to the Investors;

l to monitor expeditious redressal of grievances ofshareholders/security holder and all other mattersincidental or related to issue of shares, debenturesand other securities, if any of the Company.

l to review reports relating to grievances of investors,shareholding pattern and other reports, which areto be submitted to the Stock Exchanges periodicallyin line with the requirements of the SEBIRegulations;

l review of measures taken for effective exerciseof voting rights by shareholders;

l reviewing the various measures and initiativestaken to reduce the quantum of unclaimed dividendsand ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholdersof the Company;

l review of adherence to the service standardsadopted in respect of various services beingrendered by the Registrar and Share TransferAgent.

l review of transfer of unpaid/unclaimed dividend/shares to the Investor Protection Fund of theGovernment of India in line with the relevantRules thereunder;

l any other matters as may be assigned to theCommittee by the Board of Directors from time totime.

The Stakeholders Relationship Committee consistsof the following members. The attendance at theStakeholders Relationship Committee Meetings are asfollows:

Date of Meeting Ravi Sant Jain Subhash Agarwal Mr. Sunil Jain

Chairman & Member & Member &Non Executive Executive ExecutiveIndependent Whole Time Whole Time

Director Director Director29-05-2019 Present Present Present13-09-2019 Present Present Present13-12-2019 Present Present Present14-02-2020 Present Present Present

Meetings attended out of 4 4 4total 4 meetings held


41

A) CRITERIA OF SELECTION OF NON EXECUTIVEDIRECTORS

l The Non Executive Directors shall be of highintegrity with relevant expertise and experienceso as to have a diverse Board with Directorshaving expertise in the fields of capitalmarket, marketing, finance, taxation, law,governance and general management.

l In case of appointment of IndependentDirectors, the Nomination and RemunerationCommittee shall satisfy itself with regard tothe independent nature of the Directors vis-a-vis the Company so as to enable the Boardto discharge its function and duties effectively.

l The Nomination and Remuneration Committeeshall ensure that the candidate identified forappointment as a Director is not disqualifiedfor appointment under Section 164 of theCompanies Act, 2013.

l The Nomination and Remuneration Committeeshall consider the following criteria, whilstrecommending to the Board the candidaturefor appointment as Director.

v Qualification, expertise and experienceof the Directors in their respective fields;

v Personal, Professional or businessstanding;

v Diversity of the Board.

l In case of re-appointment of Non ExecutiveDirectors, the Board shall take intoconsideration the performance evaluation ofthe Director and his engagement level.

B) REMUNERATION TO NON EXECUTIVEDIRECTORS

The Non Executive Directors shall be entitled toreceive remuneration by way of sitting fees,reimbursement of expenses for participation inthe Board / Committee meetings.

l A Non Executive Director shall be entitled toreceive sitting fees for each meeting of theBoard or Committee of the Board attended byhim, of such sum as may be approved by theBoard of Directors within the overall limitsprescribed under the Companies Act, 2013and The Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014;

l The Independent Directors of the Companyshall not be entitled to participate in the StockOption Scheme of the Company, if any,introduced by the Company.

C) REMUNERATION POLICY FOR THE KEYMANAGERIAL PERSONNEL AND SENIORMANAGEMENT PERSONNEL

The remuneration policy of the company isdirected towards attracting and retaining the highcaliber talent.

In determining the remuneration of the KeyManagerial Personnel and Senior ManagementPersonnel, the Nomination and RemunerationCommittee shall consider the following:

l the relationship of remuneration andperformance benchmark is clear;

l the remuneration reflects short and longterm performance objectives, appropriate tothe working of the Company and its goals;

l the remuneration comprises of salaries,perquisites and retirement benefits.

l the remuneration including annual increment is based on the roles and responsibilities,the Company's performance vis-à-vis theannual budget achievement, individual'sperformance and current compensationtrends in the market.

V. PERFORMANCE EVALUATION OF BOARD ANDITS' COMMITTEES

The Company has carried out the performance evaluationof the Board as a whole and the individual directors andalso of the Audit Committee and Nomination andRemuneration Committee through one-on-one interviewsbasis. The performance evaluation of the IndependentDirectors was carried out by the entire Board. Theperformance of individual directors were evaluated onthe parameters such as contribution in development andexecution of business plan, leadership quality, relationshipwith management team, regulators, stakeholders, riskand financial management of the company.

VI. DETAILS OF REMUNERA TION PAID TO ALLDIRECTORS

A) During the year, the Company has paid sittingfees to non-executive directors.

B) The aggregate remuneration paid to the Directorsfor the year ended 31st March, 2020, is as under:

Rs. in LakhNo. Name of Director Salary Provident Perquisites Sitting

Fund Fees

1 Mr. Anil Mutha (Chairman) 28.00 0.22 0.50 Nil2 Mr. Dinesh Khandelwal (WTD) 14.00 0.22 0.60 Nil

3 Mr. Paras Bathia (WTD) 26.00 0.22 0.53 Nil

4. Mr. Subhash Agarwal (WTD) 12.00 0.00 0.43 Nil

5. Mr. Sunil Jain (WTD) 25.50 0.22 0.34 Nil

6 Mrs. Jeha Shah - from

05-09-2019 Nil Nil Nil 0.02

7 Mr. Ravi S. Jain

(Independent Director) Nil Nil Nil 0.07

8 Mr. Ramavtar Badaya

(Independent Director)-

upto 05-09-2019 Nil Nil Nil 0.00

9 Mrs. Sonali Chaudhary


10 Mr. Sanjay Jain


11 Mr. Veepin Thokal


C) The Company has not issued any stock optionsor paid any performance linked incentives or fixedcomponent incentives to the Directors.


42

Risks Management committee:

Though under Regulation 21 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, itis not mandatory for the Company to constitute RisksManagement Committee, however, the Company hasformed the Risks Management Committee. In theboard meeting there is a formal discussion onidentifying risk to the business and how to mitigatethe same. The Board periodically reviews thecompany's financial and risk management policies,systems and framework and ensures that risk isminimised.

IX. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties asdefined under the Companies Act, 2013 and the SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015, during the financial year were inthe ordinary course of business and on an arms'length pricing basis and do not attract the provisionsof Section 188 of the Companies Act, 2013. Therewere no materially significant transactions with relatedparties during the financial year which were in conflictwith the interest of the Company. Prior omnibusapproval of the Audit Committee is obtained on yearlybasis for the transactions which are of foreseen andrepetative nature. Suitable disclosure of RelatedParty Transactions as required by the AccountingStandards (AS18) has been made in the Note-39 tothe Financial Statements forming part of the AnnualReport. The policy on Related Party Transactions isplaced on the company's website.

X. DISCLOSURESIndian Accounting S tandards (Ind As)

The Company has followed the relevant AccountingStandards notified by the Companies (India AccountingStandards) Rules, 2015 while preparing FinancialStatements.

Regulations 17 to 27 & Regulation 46 of SEBIRegulationsThe Company has complied with and disclosed allthe mandatory corporate governance requirementsmentioned under Regulation 17 to 27 and clauses(b) to (i) of sub-regulation (2) of Regulation 46 ofthe SEBI Regulations.

Strictures and Penalties

There has been no incidence of non-compliance bythe Company of any statutory regulations nor anypenalty or stricture imposed by the Stock Exchangeor any other Statutory Authority, on any matterrelating to the capital market.

Compliance with Accounting S tandards

In the preparation of financial statements, the Companyhas followed the Accounting Standards issued by theInstitute of Chartered Accountants of India to theextent applicable.

Compliance with SEBI (Listing Obligations andDisclosure Requirement s) Regulations, 2015

The Company has complied with all mandatoryrequirements as per Regulation 34(3) of SEBI (Listing

D) Details of service contracts with Whole TimeDirectors of the Company:

VII. CORPORATE SOCIAL RESPONSIBILITY

The criteria prescribed for formation of CorporateSocial Responsibility Committee under Section 135of the Companies Act, 2013, is not applicable to theCompany.

VIII. RISK MANAGEMENTThe main activity of the Company is retail stockbroking through the network of branches and authorisedpersons. The Compliance Department ensures thatvarious existing policies regarding registration ofclients, risks relating to client level, dealing in pennystocks, exposure limit, brokerage rates, suspending/closure of client's account etc. are in place incompliance with the Exchange Rules and Regulationsso that business risk is minimised and there are nopenal action by the Regulatory Authorities. TheCompany has taken adequate measures to secureinterest of the clients. The Trader Terminal providedoffer on line real time data such as ledger balanceof stock and funds position etc. Company transfersclients' funds and securities to their designated bankand demat account and all receipt and paymentfrom/to clients are through account payee chequeonly and no cash payment/acceptance is permitted.Your Company's risk management system comprisesof prudential norms, timely reporting and stringentcontrols. The various policies of the company, internalcontrol systems ensures operational efficiency andmitigate risk. Technology is an integral part of theCompany's business operations and hence to mitigatethe risk to technology failure, your company hastaken up steps like use of sophisticated firewalls toprotect the IT infrastructure from hacking/data leakageand security breaches, multiple options for internetbandwidth and internet connectivity. The client levelrisk in broking operations is managed through system.

E) Equity Shares of Joindre Capital Services Limitedheld by the Non-Executive Directors are as follows:

Name and Designation Period Approval of Members

Mr. Anil Mutha 5 Years AGM held on

Whole Time Director (15.09.15 - 14.09.2020) 26.09.2015

Mr. Dinesh Khandelwal 5 Years AGM held on


Mr. Paras Bathia 5 Years AGM held on


Mr. Subhash Agarwal 5 Years AGM held on


Mr. Sunil Jain 5 Years AGM held on


Mrs. Jeha Shah (from 5-9-2019) Nil Nil

Mr. Ramavtar Badaya (upto 5-9-2019) Nil Nil

Mr. Ravi S. Jain Nil Nil

Mrs. Sonali Chaudhary Nil Nil

Mr. Veepin Thokal 1,000 1,000

Mr. Sanjay Jain 3,600 3,600

Name of Non Executive DirectorNo. of shares

held as on

31.03.2020

No. of shares

held as on

31.03.2019


43

and during the period when the Trading Window isclosed. The Company Secretary is responsible forimplementation of the Code. A copy of the said policyhas been put up on the Company's Websitewww.joindre.com.

XIV. AUDIT AND INTERNAL CHECKSM/s. S. Rakhecha & Co., Chartered Accountants,being a Statutory Auditors, audit the accounts of theCompany. M/s. G. S. Toshniwal & Associates, CharteredAccountants, act as an Independent Internal Auditorand reviews internal control, operating systems andprocedures. A dedicated Compliance Team ensuresthat the Company conducts its' business with highstandards of Legal, Statutory and RegulatoryCompliances.

XV. COMPLIANCE OFFICER :

As required by the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, theCompany has appointed Mr. Vijay Pednekar as theCompliance Officer. Email address of ComplianceOfficer is [email protected]

A. Complaint Status for the year 01/04/2019 to31/03/2020 (Equity Shares)

Obligations and Disclosure Requirements) Regulations2015.

Material unlisted subsidiaryThe Company does not have any material unlistedsubsidiary and hence is not required to nominate anIndependent Director of the Company on the boardof the Subsidiary Company.

Whole T ime Director and CEO Certification

The Certificate pursuant to provisions of Regulation33 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015, certifying that thefinancial statements do not contain any untrue statementand these statements represent a true and fair viewof the Company's affairs, is annexed and forms partof the Annual Report.

XI. CODE OF CONDUCT FOR THE BOARD MEMBERSAND SENIOR MANAGEMENTThe Board has formulated a code of conduct forthe Board Members and Senior Management Personnelof the Company. In terms of Schedule V-D of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015, all Board Members and SeniorManagement Personnel have affirmed their compliancewith the code for the financial year ended 31st

March, 2020. A declaration to this effect signed bythe Whole Time Director of the Company is givenelsewhere in the Annual Report. A copy of the saidpolicy has been put up on the Company's Websitewww.joindre.com.

XII. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In accordance with the Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations2015 and pursuant to section 177 (9) of the CompaniesAct, 2013, read with Rule 7 of Companies (Meetingsof Board and its Powers) Rules, 2014, the Companyhas adopted a Whistle Blower Policy. The Companypromotes ethical behavior in all its business activitiesand has put in place a mechanism of reporting illegalor unethical behavior. As per the whistle blowerpolicy, the employees are free to report violations oflaws, rules, regulations or un-ethical conduct to theirimmediate superior. The confidentiality of thosereporting/violations is maintained and they are notsubjected to any discriminatory practice. A copy ofthe said policy has been put up on the Company'sWebsite www.joindre.com.

XIII. CODE OF CONDUCT AND INTERNAL PROCEDUREFOR REGULATING, MONITORING AND REPORTINGOF TRADING BY INSIDERS

As per the SEBI (Prohibition of Insider Trading)Regulations, 2015, the Company has adopted aCode of Conduct for fair disclosure of unpublishedprice sensitive information for regulating and monitoringtrading by Insiders. The Code requires pre-clearancefor dealing in the Company's shares and securitiesand prohibits the purchase or sale of Company'sshares and securities by the Directors, designatedemployees and persons holding professional relationshipwith the company, while in possession of unpublishedprice sensitive information in relation to the Company

XVI. GENERAL BODY MEETINGS

A) Date, time and venue for the Annual GeneralMeetings and Extra Ordinary General Meeting heldduring the last 3 financial years and nature of specialresolutions passed thereat are given below:

FinancialYear Ending

Nature of

MeetingDate Location

31st March, 22nd AGM 09-09-2017 M C Ghia Hall, (ITAMMA), 10.00 A.M

2017 Bhogilal Hargovindas Building,4th Floor, 18/20, K, Dubhash Marg,Mumbai - 400 001.

31st March, 23rd AGM 01-09-2018 M C Ghia Hall, (ITAMMA), 10.00 A.M

2018 Bhogilal Hargovindas Building,4th Floor, 18/20, K, Dubhash Marg,Mumbai - 400 001.

31st March, 24th AGM 24-08-2019 M C Ghia Hall, (ITAMMA), 10.00 A.M2019 Bhogilal Hargovindas Building,

4th Floor, 18/20, K, Dubhash Marg,Mumbai - 400 001.

Time

Category No. of No. of No. ofComplaints Complaints Complaints

received resolved Pending

Delay in transfer of share Nil NA Nil

Non receipt of Share/Dividend Nil NA Nil

Delay/Non receipt in issue of Nil NA Nilduplicate shares

Delay/Non receipt of Annual Report Nil NA Nil

Delay /Non receipt of shares in the Nil NA Nilaccount by the Broker

Delay/Non-payment of the sale Nil NA Nilproceeds by the Broker

Others Nil NA Nil

Total Nil NA Nil

B) SPECIAL RESOLUTION PASSED THROUGHPOSTAL BALLOTNo resolution has been passed through postalballot during the previous financial year.

Special Resolutions proposed to be passedthrough Postal Ballot: No special resolutions areproposed to be passed through postal ballot.


44

Shareholders/Investors are requested to forward sharetransfer documents, dematerialization request,correspondence regarding change of address, non-receiptof dividend or share certificates and other related queriesto the Company's Registrar i.e. Sharex Dynamic (India)Private Limited at the address mentioned above.

Transfer of the Shares (in cases where dividend has notbeen paid or claimed for seven consecutive years or more)to Investor Education and Protection Fund (IEPF)

In terms of Section 124(6) of the Act read with InvestorEducation & Protection Fund (IEPF) Authority (Accounting,Audit, Transfer and Refund) Rules, 2016 as amended, andNotifications issued by the Ministry of Corporate Affairsfrom time to time, the Company is required to transfer theshares in respect of which dividends have remained unpaid/ unclaimed for a period of seven consecutive years or moreto the IEPF Account established by the Central Government.As required under the said Rules, the Company is in theprocess of transferring the required number of shares tothe IEPF.

Guidelines for Investors to file claim in respect of theUnclaimed Dividend or Shares transferred to the IEPFWith effect from September 7, 2016, Investors/Depositorswhose unpaid dividends, matured deposits or debenturesetc. have been transferred to IEPF under the erstwhile

The Company's Website www.joindre.com contains aseparate section Investors Relations where theshareholders information, quarterly results and theAnnual Report etc. are available.

Annual Report: : Annual Report containing inter aliaAudited Annual Accounts, Directors' Report, Auditors'Report and other important information is circulated toMembers and others entitled thereto. The ManagementDiscussion and Analysis Report forms part of theDirectors' Report.

All the shareholders are requested to register their E-Mail ID with the Company's Share Transfer Agents, M/s. Sharex Dynamic (India) Private Limited for thepurpose of service of documents under Section 20 ofthe Companies Act, 2013 by E-mode instead of othermodes of services.

Quarter Results published on

June, 2019 14-09-2019 Business Standard (English)and 14-09-2019 Nav Shakti (Marathi)

September, 2019 14-12-2019 Business Standard (English)and 14-12-2019 Nav Shakti (Marathi)

December, 2019 15-02-2019 Business Standard (English)and 16-02-2019 Nav Shakti( Marathi)

March, 2020 01-07-2020 Business Standard (English)

and 01-07-2020 Nav Shakti (Marathi)

XVIII. GENERAL SHAREHOLDER INFORMATION

In view of Covid 19 pandemic, the Ministry of CorporateAffairs vide its circular no. 17 / 2020 dated 13th April,2020 and circular no. 20/2020 dated 5th May, 2020(collectively MCA Circulars) permitted companies toconduct Annual General Meeting through VideoConferencing (VC) or other audio visual means (OAVM),subject to compliance of various conditions mentionedtherein. In compliance with the MCA Circulars andapplicable provisions of Companies Act, 2013 andSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the 25th Annual General Meetingof the Company is being convened and conductedthrough VC/OAVM.

AGM Date, Time & Venue Date: 19th September, 2020Time: 10.00 A.M. through VC/OAVM

Financial Year 1st April to 31st March

Book Closure Date 13th September 2020 to 19th September 2020

Listing on Stock Exchanges The BSE Limited

Stock Code & BSE LtdDemat Scrip Code (ISIN) Stock Code: 531861

Scrip Code: INE 024B01010

Registrar & Transfer Agents Sharex Dynamic (India) Private LimitedAddress: C-101, 247 Park,L.B.S. Marg, Vikhroli (West),Mumbai - 400 083.Tel. No. : (022) 28515606 , 28515644Fax No. : (022) 28512885Email ID: [email protected]

Registered Office & M/s. Joindre Capital Services Limited.Correspondence Address 32, Raja Bahadur Mansion,

Ground Floor, Opp. Bank of Maharashtra,Mumbai Samachar Marg,Fort, Mumbai - 400023.Tele No. : (022) 40334720Fax No. : (022) 40334721Email Address: [email protected]

XVII. COMMUNICATION WITH THE MEMBERS

l The unaudited quarterly/half yearly results areannounced within forty-five days of the close ofthe quarter. The audited annual financial resultsare announced within 60 days from the endof the financial year as per the requirements ofSEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The aforesaidfinancial results are uploaded on the website ofBSE Limited (BSE) where the Company's securitiesare listed, immediately after these are approvedby the Board. The results are published withinforty-eight hours in leading English and Marathidaily newspapers. The audited financial statementsform a part of the Annual Report which is sentto the Members well in advance of the AnnualGeneral Meeting.

l The Company also informs by way of intimationto BSE all price sensitive matters or such othermatters, which in its opinion are material andof relevance to the members.

l The Annual Report of the Company, the quarterly/half yearly and the annual accounts of theCompany are also placed on the Company'swebsite: www.joindre.com.

l In compliance with SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015, thequarterly results, shareholding pattern, quarterlycompliances and all other corporate communicationto the Stock Exchange viz. BSE Limited are filedelectronically on BSE's on-line portal.

l The quarterly results for the financial year 2019-20 were published in the News Papers, asunder:


45

Companies Act, 1956 and/or the Act, can claim the amounts.In addition, claims can also be made in respect of shareswhich have been transferred into the IEPF, as per theprocedures/guidelines stated below:

(a) Download the Form IEPF-5 from the website of IEPF(http://www.iepf.gov.in) for filing the claim for the refundof dividend / shares. Read the instructions providedon the website / instruction kit alongwith the e-formcarefully before filling the form.

(b) After filling the form, save it on your computer andsubmit the duly filled form by following the instructionsgiven in the upload link on the website. On successfuluploading, an acknowledgement will be generatedindicating the SRN. Please note down the SRN detailsfor future tracking of the form.

(c) Take a print out of the duly filled Form IEPF-5 and theacknowledgement issued after uploading the form.

(d) Submit an indemnity bond in original, copy of theacknowledgement and self attested copy of e-formalong with other documents as mentioned in the FormIEPF-5 to the Nodal Officer (IEPF) of the Company atits Registered Office in an envelope marked "Claim forrefund from IEPF Authority" / "Claim for shares fromIEPF" as the case may be. Kindly note that submissionof documents to the Company is necessary to initiatethe refund process.

(e) Claim forms completed in all respects will be verifiedby the concerned Company and on the basis ofCompany's Verification Report, refund will be releasedby the IEPF Authority in favour of claimants' Aadharlinked bank account through electronic transfer and /or the shares shall be credited to the demat accountof the claimant, as the case may be.

The Nodal Officer of the Company for IEPF RefundsProcess is Mr. Vijay Pednekar whose e-mail id [email protected].

Share Transfer System and Dematerialization of Shares:

The Company has admitted its shares to the depositorysystem of the National Securities Depositories Limited(NSDL) and Central Depository Services (India) Limited(CDSL) for dematerialization of shares.

As on March 31, 2020, 1,36,61,009 equity shares(representing 98.73% of issued equity shares) of theCompany are dematerialized. All these shares areelectronically transferred through the demat facility. Thebalance 1,75,451 equity shares (representing 1.27 % ofissued equity shares) are in physical mode. The Companyhas assigned the job of physical transfer of shares to itsRegistrar and Share Transfer Agent, Sharex Dynamic IndiaPrivate Limited. The Stakeholders Relationship Committeetakes on record all the physical share transfers from timeto time.

Distribution of Shareholding as on 31 st March, 2020:

Nomination Facility:Individual shareholders of physical shares can nominate anyperson for the shares held by them. This will save the nomineefrom going through the lengthy process of getting the shareslater on transmitted to his/her name. For further details,shareholders may write to the Registrar and Share TransferAgent of the Company.Auditors' Certificate on Corporate GovernanceIn terms of Schedule V-E of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 certificate fromthe Secretarial Auditors on compliance of conditions of CorporateGovernance is published as an annexure to the Directors' Report.Performance of Equity Scrip (Closing Prices) of the Comp anyin comp arison to BSE Sensex (closing Prices) monthlyHigh and Low Prices of the Equity Shares of the Comp anyfor the year ended 31-03-2020.

Range (In Rs.)No. of

Shareholders

% to total

holders

No of shares

held% to capital

1 - 5000 2309 93.87 14,42,547 10.43

5001 - 10000 64 2.60 4,85,686 3.51

10001 - 100000 63 2.56 19,62,587 14.18

100001 & above 24 0.97 99,45,640 71.88

Total 2460 100.00 1,38,36,460 100.00

Shareholding Pattern as on 31 st March, 2020Category No of Shares % of Share

Held HoldingA. Promoter (S) Holding1. Promoter (s)

- Indian Promoters 8815589 63.71- Foreign Promoters 0 0.00Sub-Total (A) 8815589 63.71

B. Non-Promoters HoldingInstitutional Investorsi. Mutual Funds & UTI 0 0ii. Banks, Financial Inst, Insurance 0 0

Company, Central / State GovtInst, Non-Govt Inst. FII (S)

Othersi. Private Corporate Bodies 249421 1.80ii. Indian Public 4619631 33.40iii. NRI/OCBS 142911 1.03iv. Clearing Members 8908 0.06Sub-Total (B) 5020871 36.29Grand Total 1,38,36,460 100.00

Corporate Identity No.The Company is registered in the State of Maharashtra,India. The Corporate Identity Number (CIN) allotted to theCompany by Ministry of Corporate Affairs isL67120MH1995PLC086659.

By Order of the BoardPlace: June 30, 2020 (Anil Mutha) (Subhash Agarwal)Date : Mumbai Whole Time Director Whole Time Director

(DIN 00051924) (DIN 00022127)

Apr 19 18.80 21.50 15.75 16.75 88,611 449 15,51,365 5.75 -2.05May 19 16.75 19.00 13.75 17.15 1,18,831 595 19,66,197 5.25 0.40Jun 19 17.50 18.80 15.15 16.50 48,920 215 8,07,240 3.65 -1.00Jul 19 16.50 17.70 12.30 15.00 73,571 305 11,33,477 5.40 -1.50Aug 19 15.00 16.79 13.15 15.80 51,302 379 7,46,301 3.64 0.80Sep 19 15.80 16.80 13.10 15.90 46,834 364 7,16,193 3.70 0.10Oct 19 15.20 16.10 13.95 15.00 67,932 283 9,93,743 2.15 -0.20Nov 19 15.25 18.45 13.62 16.47 65,276 368 10,12,935 4.83 1.22Dec 19 14.65 18.45 14.05 15.55 42,467 327 6,77,993 4.40 0.90Jan 20 15.60 18.90 15.15 16.75 68,062 456 11,64,957 3.75 1.15Feb 20 18.50 20.35 13.20 15.75 81,601 827 13,39,731 7.15 -2.75Mar 20 15.10 15.50 8.05 10.90 62,005 481 7,20,775 7.45 -4.20

Month

TotalTurnover

(Rs.)

SpreadHigh-Low

SpreadClose-Open

Open

Price

High

Price

Low

Price

Close

Price

No. of

Shares

No. of

Trades

Apr-19 39,031.55 16.75May-19 39,714.20 17.15Jun-19 39,394.64 16.50Jul-19 37,481.12 15.00Aug-19 37,332.79 15.80Sep-19 38,667.33 15.90Oct-19 40,129.05 15.00Nov-19 40,793.81 16.47Dec-19 41,253.74 15.55Jan-20 40,723.49 16.75Feb-20 38,297.29 15.75Mar-20 29,468.49 10.90

ScripPrice

BSESensex

Month


46

WHOLE TIME DIRECTOR AND CFOCERTIFICATE

To The Board of DirectorsJoindre Capit al Services Lt d,Mumbai

We, the undersigned, in our respective capacities asChairman, Whole Time Directors and Chief Financial Officerof Joindre Capital Services Limited ("the Company"), to thebest of our knowledge and belief certify that:

(a) We have reviewed the financial statements and thecash flow statement for the Financial Year ended 31st

March, 2020 and based on our knowledge and belief,we state that :

(i) these statements do not contain any materiallyuntrue statement or omit any material fact orcontain any statements that might be misleading.

(ii) these statements together present a true and fairview of the Company's affairs and are in compliancewith the existing accounting standards, applicablelaws and regulations.

(b) We further state that to the best of our knowledge andbelief, there are no transactions entered into by theCompany during the year, which are fraudulent, illegalor violative of the Company's code of conduct.

(c) We are responsible for establishing and maintaininginternal controls and for evaluating the effectivenessof the same over the financial reporting of the Companyand have disclosed to the Auditors and the AuditCommittee, deficiencies in the design or operation ofinternal controls, if any, of which we are aware and thesteps we have taken or propose to take to rectify thesedeficiencies.

(d) We have indicated, based on our most recent evaluation,wherever applicable, to the Auditors and Audit Committee:

(i) significant changes, if any, in the internal controlover financial reporting during the year;

(ii) significant changes, if any, in the accountingpolicies made during the year and that the samehas been disclosed in the notes to the financialstatements; and

(iii) instances of significant fraud of which we havebecome aware and the involvement therein, ifany, of the management or an employee havingsignificant role in the Company's internal controlsystem over financial reporting.

By order of the BoardAnil Mutha Dinesh KhandelwalChairman Whole Time Director

(DIN: 00051924) (DIN: 00052077)

Paras Bathia Subhash AgarwalWhole Time Director Whole Time Director

(DIN: 00056197) (DIN: 00022127)

Sunil Jain Pramod SuranaWhole Time Director Chief Financial Officer

(DIN: 00025926)

Place: MumbaiDate: 30th June, 2020

COMPLIANCE WITH CODE OF BUSINESSCONDUCT & ETHICSThe Members,Joindre Capit al Services Lt d.As provided under Regulation 26 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015,the Board Members and the Senior Management Personnelhave confirmed compliance with the Company's Code of Conductfor the year ended 31-03-2020.

Anil MuthaDirector

Place: MumbaiDate: 30th June, 2020

AUDITORS' CERTIFICATE REGARDING COMPLIANCE OFCONDITIONS OF CORPORATE GOVERNANCEToThe Members of Joindre Capit al Services Lt d

1. We, M/s. P. P. Shah & Co., Practicing Company Secretaries,the Secretarial Auditors of Joindre Capital Services Limited("the Company"), have examined the compliance ofconditions of Corporate Governance by the Company, forthe financial year ended on 31st March, 2020, as stipulatedin Regulations 17 to 27 and clauses (b) to (i) of Regulation46(2) and para C and D of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015(the Listing Regulations).

Management's Responsibility2. The compliance of conditions of Corporate Governance is

the responsibility of the Management. This responsibilityincludes the design, implementation and maintenance ofinternal control and procedures to ensure the compliancewith the conditions of the Corporate Governance stipulatedin Listing Regulations.

Auditor's Responsibility3. Our responsibility is limited to examining the procedures

and implementation thereof, adopted by the Company forensuring compliance with the conditions of the CorporateGovernance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

4. We have examined the secretarial and other relevant recordsand documents maintained by the Company for the purposesof providing reasonable assurance on the compliance withCorporate Governance requirements by the Company.

Opinion5. Based on our examination of the relevant records and

according to the information and explanations provided tous and the representations provided by the Management,we certify that the Company has complied with the conditionsof Corporate Governance as stipulated in Regulations 17 to27 and clauses (b) to (i) of Regulation 46(2) and para C andD of Schedule V of the Listing Regulations during thefinancial year ended 31st March, 2020.

6. We state that such compliance is neither an assurance asto the future viability of the Company nor the efficiency oreffectiveness with which the Management has conductedthe affairs of the Company.

For P. P. Shah & Co.Practicing Company Secretaries

Pradip Shah Partner

Place: Mumbai FCS No. 1483, C P No.: 436Date: 30th June, 2020 UDIN: F001483B000404908


47

INDEPENDENT AUDITORS' REPORT

To the Members of


Report on the Audit of the S tandalone FinancialStatement s

Opinion

We have audited the accompanying standalone financialstatements of JOINDRE CAPITAL SERVICES LIMITED("the Company"), which comprise the Balance Sheet asat March 31, 2020, the Statement of Profit and Loss(including Other Comprehensive Income), Statement ofchanges in Equity and the Cash Flow Statement for theyear then ended, and a summary of the significantaccounting policies and other explanatory information(hereinafter referred to as "the standalone financialstatements").

In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013 ("the Act") in themanner so required and give a true and fair view inconformity with the Indian Accounting Standard undersection 133 of the Act read with the Companies (IndianAccounting Standard) Rules, 2015, as amended, ("IndAS") and other accounting principles generally acceptedin India, of the state of affairs of the Company as atMarch 31, 2020, the profit and its cash flows for theyear ended on that date.

Basis for Opinion

We conducted our audit of the standalone financialstatements in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in theAuditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We areindependent of the Company in accordance with theCode of Ethics issued by the Institute of CharteredAccountants of India (ICAI) together with the independencerequirements that are relevant to our audit of thestandalone financial statements under the provisions ofthe Act and the Rules made thereunder, and we havefulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics.We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters ('KAM') are those matters that, in ourprofessional judgment, were of the most significance inour audit of the financial statements of the currentperiod. These matters were addressed in the context ofour audit of the financial statements as a whole, andin forming our opinion thereon, and we do not providea separate opinion on these matters.

Information Other than the S tandalone FinancialStatement s and Auditor's Report Thereon

The Company's Board of Directors is responsible for thepreparation of the other information. The other information

Key Audit Matter How our Audit addressed the matter

First time adoption of Ind AS accounting framework

The company has adopted Ind AS accounting frameworkeffective from 01st April 2019 (transition date being 01stApril 2018). Refer significant accounting policies 2a(i)and Note 43 - First time adoption of Ind AS.

The major impact on the financials are given below :

i) Classification and measurement of financial instrument.

ii) Additional Disclosures as per the requirements of IndAS

The first adoption time of Ind AS accounting frameworkhas been identified as key audit matter since it hassignificant impact in the financial statement of thecurrent year and includes significant judgments of themanagement.

The procedures as given below are being followed

Design/Control :

l Assessed the design, implementation and operatingeffectiveness of key internal controls over management'sevaluation of transition date choices and exemptionsavailed in line with the Ind AS 101.

Subst antive T est :

l Evaluated the management exemptions and judgmentsavailed in First Time adoption of Ind AS.

l Understand the managements approach for First timeadoption of Ind AS and test check.

l Assessed areas of significant estimates and managementjudgment on transition in line with Ind AS principles

l Evaluate that appropriate disclosures as required byInd AS are presented in the financial statements.

We have determined the matters described below to be the key audit matters to be communicated in our report.

comprises the information included in Annual Report, butdoes not include the standalone financial statements andour auditor's report thereon.

Our opinion on the standalone financial statements does


48

our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a materialmisstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken onthe basis of these standalone financial statements.

As part of an audit in accordance with Standards onAuditing, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

l Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involvecollusion, forgery, intentional omissions,misrepresentations, or the override of internal control.

l Obtain an understanding of internal financialcontrols relevant to the audit in order to design auditprocedures that are appropriate in the circumstances.Under section 143(3)(I) of the Act, we are alsoresponsible for expressing our opinion on whetherthe Company has adequate internal financial controlssystem in place and the operating effectiveness ofsuch controls.

l Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.

l Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditionsthat may cast significant doubt on the Company'sability to continue as a going concern. If we concludethat a material uncertainty exists, we are required todraw attention in our auditor's report to the relateddisclosures in the standalone financial statements or,if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor'sreport. However, future events or conditions maycause the Company to cease to continue as a goingconcern.

l Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.

not cover the other information and we do not expressany form of assurance conclusion thereon.

In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other informationis materially inconsistent with the standalone financialstatements or our knowledge obtained during the courseof our audit or otherwise appears to be materiallymisstated.

If, based on the work we have performed, we concludethat there is a material misstatement of this otherinformation; we are required to report that fact. We havenothing to report in this regard.

Responsibility of Management for the S tandaloneFinancial S tatement s

The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respectto the preparation of these standalone financial statementsthat give a true and fair view of the financial position,financial performance and cash flows of the Company inaccordance with accounting principles generally acceptedin India, including the Indian Accounting Standards (IndAS) specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing anddetecting frauds and other irregularities; selection andapplication of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent;and design, implementation and maintenance of adequateinternal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of theaccounting records, relevant to the preparation andpresentation of the standalone financial statements thatgive a true and fair view and are free from materialmisstatement, whether due to fraud or error.

In preparing the standalone financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and usingthe going concern basis of accounting unless managementeither intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeingthe Company's financial reporting process.

Auditor's Responsibilities for the Audit of the S tandaloneFinancial S tatement s

Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes


49

We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.

We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.

From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the standalone financialstatements of the current period and are therefore thekey audit matters. We describe these matters in ourauditor's report unless law or regulation precludes publicdisclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not becommunicated in our report because the adverseconsequences of doing so would reasonably be expectedto outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirement s

1. As required by Section 143(3) of the Act, based onour audit we report that:

a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.

b) In our opinion, proper books of account asrequired by law have been kept by the Companyso far as it appears from our examination ofthose books.

c) The Balance Sheet, the Statement of Profit andLoss, Statement of Cash Flow dealt with by thisReport are in agreement with the relevant booksof account.

d) In our opinion, the aforesaid standalone financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withrule 7 of Companies (Accounts) Rules 2014.

e) On the basis of the written representationsreceived from the directors as on March 31,2020 taken on record by the Board of Directors,none of the directors is disqualified as on March31, 2020 from being appointed as a director interms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internalfinancial controls over financial reporting withreference to these standalone financial statementsof the company and the operating effectivenessof such controls, refer to our separate Reportin "Annexure B". Our report expresses anunmodified opinion on the adequacy and operatingeffectiveness of the Company's internal financialcontrols over financial reporting.

g) In our opinion and according to the informationand explanations given to us, the remunerationpaid by the Company to its directors during thecurrent year is in accordance with the provisionsof Section 197 of the Act. The remuneration paidto any director is not in excess of the limit laiddown under Section 197 of the Act. The Ministryof Corporate Affairs has not prescribed otherdetails under Section 197(16) which are requiredto be commented upon by us.

h) With respect to the other matters to be includedin the Auditor's Report in accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, in our opinion and to the best of ourinformation and according to the explanationsgiven to us:

i. The Company's pending litigations on itsfinancial position is shown in Note 32 in itsfinancial statements.

ii. The Company did not have any long - termcontracts including derivative contracts forwhich there were any material foreseeableloses.

iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund bythe Company.

2. As required by the Companies (Auditor's Report)Order, 2016 ("the Order") issued by the CentralGovernment in terms of Section 143(11) of the Act,we give in "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

For M/S. S. RAKHECHA & CO.Chartered Accountants

(Firm's Registration No.108490W)

S.B. RAKHECHAProprietor

Place : Mumbai Membership No. 038560Date : 30/06/2020 UDIN: 20038560AAAABI3288


50

ANNEXURE 'A' T O THE INDEPENDENT AUDITOR'SREPORT(Referred to in p aragraph 2 under the heading 'Report onOther Legal and Regulatory Requirement s' of our reportto the members of Joindre Capit al Services Limited)Based on the audit procedures performed for the purpose ofreporting a true and fair view on the standalone financialstatements of the Company and taking into consideration theinformation and explanations given to us and the books ofaccount and other records examined by us in the normalcourse of audit, and to the best of our knowledge and belief,we report that:i. In respect of the Company's fixed assets:

(a) The Company has maintained proper recordsshowing full particulars, including quantitative detailsand situation of fixed assets.

(b) The company has a regular program of physicalverification of its fixed assets under which the fixedassets are verified in a phased manner, which, inour opinion is reasonable having regard to the sizeof the Company and the nature of its assets. Inaccordance with this program, certain fixed assetswere verified during the year and no materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations givento us and on the basis of our examination of therecords of the Company, the title deed of immovableproperty is held in the name of the company.

ii. In respect of its inventories:The management has physically verified stocks of sharesand debentures. In our opinion the frequency ofverification is reasonable. No material discrepancieswere noticed on such verification.

iii. According to the information and explanation given tous, the company has not granted any loans, secured orunsecured to companies, firms or other parties coveredin the register maintained under section 189 of theCompanies Act. Accordingly, clauses 3 (iii) (a) and 3(iii)(b) of the Order are not applicable.

iv. In our opinion and according to the information andexplanations given to us, provisions of section 185 and186 of the Companies Act, 2013 in respect of loans todirectors including entities in which they are interestedand in respect of loans and advances given, investmentsmade, guarantees and securities given have beencomplied by the company.

v. In our opinion, the Company has not accepted depositswithin the meaning of Section 73 to 76 of the Act and theCompanies (Acceptance of Deposits) Rules, 2014 (asamended). Accordingly the provisions of clause 3(v) ofthe Order are not applicable.

vi. The maintenance of cost records has not been specifiedby the Central Government under section 148(1) of theCompanies Act, 2013 for the business activities carriedout by the Company. Thus reporting under clause 3(vi)of the order is not applicable to the Company.

vii. According to the information and explanation given to usin respect of statutory dues:a) Undisputed statutory dues including provident fund,

employees' state insurance, income tax, duty ofcustoms, goods and service tax, cess and otherstatutory dues have generally been regularlydeposited with the appropriate authorities.According to the information and explanation givento us, no undisputed amounts payable in respect of

provident fund, employees' state insurance, incometax, duty of customs, goods and service tax, andcess and other statutory dues were outstanding, atthe year end, for a period of more than six monthsfrom the date they became payable.

b) According to the information and explanations givento us, there are no material dues including providentfund, employees' state insurance, goods & servicetax, cess and any other statutory dues which havenot been deposited with the appropriate authoritieson account of any dispute. However, according tothe information and explanations given to us, theparticulars of dues of income tax as at 31st March,2019 which have not been deposited on account ofany dispute, are as follows.

viii. The Company has not taken any loans or borrowingsfrom financial institutions, banks and government or hasnot issued any debentures. Hence reporting under clause3 (viii) of the Order is not applicable to the Company.

ix. The Company has not raised moneys by way of initialpublic offer or further public offer (including debtinstruments) or term loans and hence reporting underclause 3 (ix) of the Order is not applicable to the Company.

x. No fraud by the Company or no material fraud on theCompany by its officers or employees has been noticedor reported during the year.

xi. According to the information and explanation given to usand based on our examination of the records of thecompany the company has paid / provided for managerialremuneration in accordance with the requisite approvalsmandated by the provisions of Section 197 read withSchedule V of the Act.

xii. In our opinion, the Company is not a Nidhi Company.Accordingly, provision of clause 3 (xii) of the Order is notapplicable to the Company.

xiii. In our opinion all transactions with the related partiesare in compliance with Section 177 and 188 of the Actwhere applicable, and the requisite details have beendisclosed in the notes to financial statements, as requiredby the applicable accounting standards.

xiv. During the year, the Company has not made anypreferential allotment or private placement of shares orfully or partly paid convertible debentures. Accordinglyreporting under clause 3 (xiv) of the Order is notapplicable to the Company.

xv. In our opinion, the Company has not entered into anynon - cash transactions with directors or persons coveredwith them under section 192 of the Act.

xvi. The Company is not required to be registered undersection 45-IA of the Reserve Bank of India Act, 1934.





Name ofthe Statute

Nature ofDues

Amountsinvolved

Rs.

Period towhich the

amount relates

Forum wheredispute ispending

Income Tax Income Tax 26,74,210/- 2017-18 Commissionerof IncomeTax (Appeals)


51

ANNEXURE-B TO THE INDEPENDENT AUDITORS'REPORT"

Report on the Internal Financial Controls under Clause(i) of Sub-section 3 of Section 143 of the Comp aniesAct, 2013 ("the Act")

In conjunction with our audit of the standalone financialstatements of JOINDRE CAPITAL SERVICES LIMITED(the "Company") as at and for the year ended 31st March,2020, we have audited the internal financial controls overfinancial reporting of the Company as of that date.

Management's Responsibility for Internal FinancialControls

The Company's Board of Directors is responsible forestablishing and maintaining internal financial controlsbased on the internal control over financial reportingcriteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Noteon Audit of Internal Financial Controls over FinancialReporting ("the Guidance Note") issued by the Institute ofChartered Accountants of India ('ICAI').

These responsibilities include the design, implementationand maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly andefficient conduct of Company's business, including adherenceto Company's policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracyand completeness of the accounting records, and thetimely preparation of reliable financial information, asrequired under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting withreference to these financial statements based on our audit.We conducted our audit in accordance with the GuidanceNote and the Standards on Auditing as specified undersection 143(10) of the Companies Act, 2013, to the extentapplicable to an audit of internal financial controls, bothapplicable to an audit of Internal Financial Controls and,both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls overfinancial reporting were established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financialcontrols system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding ofinternal financial controls over financial reporting, assessingthe risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selecteddepend on the auditor's judgment, including the assessmentof the risks of material misstatement of the financialstatements, whether due to fraud or error.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our auditopinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over FinancialReporting

A company's internal financial control over financial reportingis a process designed to provide reasonable assuranceregarding the reliability of financial reporting and thepreparation of financial statements for external purposes inaccordance with generally accepted accounting principles.A company's internal financial control over financial reportingincludes those policies and procedures that:-

(1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactionsand dispositions of the assets of the company;

(2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financialstatements in accordance with generally acceptedaccounting principles, and that receipts and expendituresof the company are being made only in accordancewith authorizations of management and directors ofthe company and;

(3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, ordisposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limit ations of Internal Financial Controls overFinancial Reporting

Because of the inherent limitations of internal financialcontrols over financial reporting, including the possibility ofcollusion or improper management override of controls,material misstatements due to error or fraud may occur andnot be detected. Also, projections of any evaluation of theinternal financial controls over financial reporting to futureperiods are subject to the risk that the internal financialcontrol over financial reporting may become inadequatebecause of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects,an adequate internal financial controls system over financialreporting and such internal financial controls over financialreporting were operating effectively as at March 31, 2020,based on the internal control over financial reportingcriteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Noteon Audit of Internal Financial Controls Over FinancialReporting issued by the ICAI.






52

BALANCE SHEET AS AT 31ST MARCH, 2020

( Rupees in Lakhs )

Particulars Note No. As at As at As at31st March, 2020 31st March, 2019 1st April, 2018

I) ASSETS1. Financial Asset s

a) Cash and Cash Equivalents 4 1,308.95 1,270.11 712.79b) Bank Balance other than (a) above 5 4,880.15 4,768.73 5,224.16c) Receivables

i) Trade Receivables 6 880.48 668.44 719.56d) Loans 7 138.17 167.45 199.17e) Investments 8 742.96 595.38 601.52f) Other Financial Assets 9 392.24 401.97 224.00

Sub-Total Financial Asset s (A) 8,342.95 7,872.08 7,681.20

2. Non-Financial Asset sa) Current Tax Assets (Net) 10 26.06 2.52 -b) Deferred Tax Assets (Net) 11 25.86 41.77 23.52c) Property, Plant and Equipment 12 42.36 39.46 32.36d) Other Intangible Assets 12 7.88 7.71 11.89e) Other Non-Current Assets 13 751.79 750.80 739.47

Sub-Total Non-Financial Asset s (B) 853.95 842.26 807.24

Total Asset s (A+B) 9,196.90 8,714.34 8,488.44

II) LIABILITIES AND EQUITYLiabilities1. Financial Liabilities

a) PayablesI) Trade Payablesi) total outstanding dues of micro enterprises - - -

and small enterprisesii) total outstanding dues of creditors other than

micro enterprises and small enterprises 14 3,134.73 2,612.03 2,502.16b) Other Financial Liabilities 15 41.91 28.83 18.45

Sub-tot al Financial Liabilities (A) 3,176.64 2,640.86 2,520.61

2. Non-Financial Liabilitiesa) Current Tax Liabilities (Net) 16 - - 30.01b) Other Non-Financial Liabilities 17 36.22 34.34 61.17

Sub-Total Non-Financial Liabilities (B) 36.22 34.34 91.18

3. Equitya) Equity Share Capital 18 1,383.65 1,383.65 1,383.65b) Other Equity 19 4,600.39 4,655.49 4,493.00

Sub-Total Equity (C) 5,984.04 6,039.14 5,876.65

Total Liabilities and Equity (A+B+C) 9,196.90 8,714.34 8,488.44

The accompanying notes 1 to 43 form an integral part of the financial statements.

This is the Balance Sheet referred to in ourreport of even date

For M/s S. Rakhecha & Co.Chartered AccountantsFirm Registration No. : 108490W

S. B. RakhechaProprietorMembership No. 038560

Place : MumbaiDated : 30th June, 2020

For and on behalf of the Board of DirectorsAnil Mutha Chairman (DIN 00051924)

Subhash Agarwal Whole Time Director (DIN 00022127)

Dinesh Khandelwal Whole Time Director (DIN 00052077)

Sunil Jain Whole Time Director (DIN 00025926)

Paras Bathia Whole Time Director (DIN 00056197)

Veepin Thokal Independent Director (DIN 00511258)

Vijay Pednekar Company Secretary

Pramod Surana Chief Financial Officer


53

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020

( Rupees In Lakhs )

Particulars Note No. Year ended Year ended31st March, 2020 31st March, 2019

Revenue from Operations(i) Interest Income 20 433.99 482.93(ii) Dividend Income 21 6.68 1.98(iii) Fees and Commission Income 22 1,493.47 1,655.56(iv) Other Operating Income 23 145.42 176.87

1) Total Revenue from Operations 2,079.56 2,317.342) Other Income 24 6.38 59.98

3) Total Income ( 1+2 ) 2,085.94 2,377.32

Expenses(i) Finance Cost 25 28.16 22.87(ii) Fees and Commission Expense 26 942.55 1,039.52(iii) Impairment on Financial Instruments 27 0.77 1.28(iv) Employee Benefit Expense 28 485.96 487.16(iv) Depreciation and Amortisation Expense 29 13.90 20.14(v) Other Expenses 30 454.21 464.37

4) Total Expenses 1,925.55 2,035.34

5) Profit before Exceptional Items and T ax 160.39 341.986) Exceptional Items - -7) Profit before T ax 160.39 341.98

Income T ax Expense:i) Current Tax 13.50 112.10ii) MAT credit entitlement 28.25 (19.35)iii) Tax adjustment of earlier years (0.04) 1.48iv) Deferred Tax 0.06 0.078) Total Tax Expense 41.77 94.30

9) Profit/(Loss) for the year 118.62 247.68

Other Comprehensive Incomea) Items that will not be reclassified to profit or loss

i) Remeasurement in fair valuation of equity instruments (74.06) 6.22ii) Gain/(Loss) on sale of equity instruments 16.56 25.89iii) Actuarial gain/(loss) on post retirement benefit plans (3.71) 8.84iv) Deferred tax impact on the above 12.39 (1.03)

b) Items that will be reclassified to profit or loss - -

10) Total other Comprehensive Income (48.82) 39.92

11) Total Comprehensive Income for the year ( 9-10 ) 69.80 287.60

Earnings per Equity Share for Profit attribut able to Equity ShareholdersBasic ( in Rs. ) 0.86 1.79

Diluted ( in Rs. ) 0.86 1.79

The accomp anying notes 1 to 43 form an integral p art of the financial st atement s.

This is the S tatement of Profit and Loss referredto in our report of even date













54

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANA TORY INFORMATION

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2020

a) Equity Share Capit al ( Rupees in Lakhs )

Particulars Number of Shares Amount (In Lakhs)

As at 1 st April, 2018 13,836,460 1,383.65

Changes in Equity Share Capital issued during the year - -

As at 31 st March, 2019 13,836,460 1,383.65


As at 31 st March, 2020 13,836,460 1,383.65

This is the S tatement of changes in Equityreferred to in our report of even date




For and on behalf of the Board of Directors

Anil Mutha Chairman (DIN 00051924)








b) Other Equity

TotalOther

ComprehensiveIncomeEquity

Instrument sthrough othercomprehensive

income

Reserves and Surplus

GeneralReserve

RetainedEarnings

Particulars

Balance as at 1 st April, 2018 50.00 4,443.00 - 4,493.00

Profit for the year - 247.68 - 247.68

Other comprehensive income net of tax for the year - - 39.91 39.91

Dividend paid including dividend distribution tax - (125.10) - (125.10)

Movement for The year - 25.89 (25.89) -

Balance as at 31 st March, 2019 50.00 4,591.47 14.02 4,655.49


Other comprehensive income net of tax for the year - - (48.82) (48.82)



Balance as at 31 st March, 2020 50.00 4,601.77 (51.38) 4,600.39



55

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020

( Rupees In Lakhs )

Particulars Year ended Year ended31st March, 2020 31st March, 2019

A) CASH FLOW FROM OPERATING ACTIVITIES:Profit/ (Loss) Before T axation: 160.39 341.98Adjustments for:Depreciation and Amortisation Expense 13.90 20.14Finance Cost 28.17 22.87Provision For Gratuity 8.33 8.52Interest Received (433.99) (482.93)Dividend Received (6.68) (1.98)Operating Profit (229.88) (91.40)Adjustment s for W orking Capit al Changes:1) (Increase) / Decrease in Trade Receivables (212.04) 51.112) (Increase) / Decrease in Loans 29.28 31.733) (Increase) / Decrease in Other Financial Assets 9.74 (177.98)4) (Increase) / Decrease in Non Current Assets (13.04) (11.01)5) Increase / (Decrease) in Trade Payables 522.70 109.866) Increase / (Decrease) in Other Financial Liabilities 13.08 10.387) Increase / (Decrease) in Other Non-Financial Liabilities 1.88 (26.83)Cash Generated From Operations 121.72 (104.14)Direct Taxes Paid (Net) (37.00) (146.11)Net Cash generated ( used ) from Operating Activities (A) 84.72 (250.25)

B) CASH FLOW FROM INVESTING ACTIVITIES:Sale of Investments 449.31 412.83Purchase of Investments (654.40) (374.57)Purchase of Property, Plant, and Equipment (16.97) (23.05)Interest Received 433.99 482.93Dividend Received 6.68 1.98Net Cash generated / (used ) from Investing Activities (B) 218.61 500.12

C) CASH FLOW FROM FINANCING ACTIVITIES:Finance Cost (28.17) (22.87)Dividend Paid ( Including Dividend Distribution Tax ) (124.90) (125.11)Net Cash generated (used) from Financing Activities (C) (153.07) (147.98)

Net Increase/ (Decrease) in Cash & Cash Equivalent s (A+B+C) 150.26 101.89

Cash and cash equivalent s as at beginning of the yearCash in Hand 1.12 1.99Bank Balance in Current Account 1,268.99 710.80Fixed Deposits with Banks 4,763.19 5,219.24Earmarked Bank Balance (Unpaid Dividend Account) 5.54 4.92Total 6,038.84 5,936.95Cash and cash equivalent s as at end of the yearCash in Hand 1.58 1.12Bank Balance in Current Account 1,307.37 1,268.99Fixed Deposits with Banks 4,873.32 4,763.19Earmarked Bank Balance (Unpaid Dividend Account) 6.83 5.54Total 6,189.10 6,038.84

Reconciliation of cash and cash equivalent s as above with cash and bank balancesCash and cash equivalents as at end of the year as per above 1,308.95 1,270.11Add:- Fixed deposits with banks 4,873.32 4,763.19Add:- Unpaid dividend account 6.83 5.54Total Cash and bank balance equivalent s as at end of the year 6,189.10 6,038.84

This is the S tatement of Profit and Lossreferred to in our report of even dateFor M/s S. Rakhecha & Co.Chartered AccountantsFirm Registration No. : 108490WS. B. RakhechaProprietorMembership No. 038560Place : MumbaiDated : 30th June, 2020

For and on behalf of the Board of DirectorsAnil Mutha Chairman (DIN 00051924)Subhash Agarwal Whole Time Director (DIN 00022127)Dinesh Khandelwal Whole Time Director (DIN 00052077)Sunil Jain Whole Time Director (DIN 00025926)Paras Bathia Whole Time Director (DIN 00056197)Veepin Thokal Independent Director (DIN 00511258)

Vijay Pednekar Company SecretaryPramod Surana Chief Financial Officer

Notes: i) The above Statement of Cash Flows has been prepared under indirect method as set out in Ind AS 7, 'Statement of Cash Flows', as specifiedunder section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015 (as amended).

ii) The previous year's figures have been regrouped or rearranged wherever necessary.iii) The figures in brackets are cash outflows.


56

NOTES ON FINANCIAL STATEMENTS FOR THEYEAR ENDED 31st MARCH, 2020Note 1 : CORPORA TE INFORMATION

General Information

Joindre Capital Services Ltd. (" JCSL" or the ' the Company')is a public limited Company and incorporated under theCompanies Act, 1956 on 31st March, 1995. The Company isdomiciled in India and the addresses of its registered officeand principal place of business (32, Raja Bahadur Mansion,Ground Floor, Opp. Bank of Maharashtra, Mumbai SamacharMarg, Fort, Mumbai-400023, Maharashtra).

The Company is registered with Securities and ExchangeBoard of India (‘SEBI’) under the Stock Brokers and Sub-Brokers Regulations, 1992 and is a member of BSE Limited,National Stock Exchange of India Limited. The Company actsas a stock broker to execute proprietary trades and alsotrades on behalf of its clients which include retail customers(including high net worth individuals), mutual funds, andcorporate clients. It is registered with Central DepositoryServices (India) Limited in the capacity of DepositoryParticipant and also registered with SEBI in capacity ofResearch Analyst Services. The Company has been renderingPMS Services.

Note 2: SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of prep aration

(i) Compliance with Ind AS

The Financial Statements of the Company complyin all material aspects with Indian AccountingStandards (Ind AS) notified under Section 133 ofthe Companies Act, 2013 ( "the Act" ) read withCompanies (Indian Accounting Standards) Rules,2015 and other relevant provisions of the Act.

The Financial Statements up to and including theyear ended 31st March, 2020 were prepared inaccordance with the accounting standards notifiedunder Companies (Accounting Standard) Rules,2006 (as amended) under the Act read with Rules7 of the Companies ( Accounts) Rules, 2014 ( asamended), and other generally accepted accountingprinciples in India (collectively referred to as "Indian GAAP or " Previous GAAP")

"These financial statements for the year ended31st March, 2020 are the first financial statementsof the Company under Ind AS. Refer note 43 foran explanation of how the transition from previousGAAP to Ind AS has affected the Company’sfinancial position, financial performance and cashflows.

The Transition to Ind As has been carried out inaccordance with Ind As 101 " First Time Adoptionof Indian Accounting Standards" Accordingly, theimpact of transition has been recorded in theopening reverses as at 1st April, 2018.

The financial statements have been prepared usingthe significant accounting policies and measurementbases summarized as below. These accountingpolicies have been applied consistently over all theperiods presented in these financial statements,except where the Company has applied certain

accounting policies and exemptions under transitionto Ind As.

(ii) Historical cost convention

The financial statements have been prepared ona historical cost basis, except for the following:

- Certain financial assets and liabilities (includingderivative instruments) that is measured atfair value.

- defined benefit plans – plan assets measuredat fair value;

(iii) Preparation of financial st atement s

The Company is covered in the definition of Non-Banking Financial Company as defined inCompanies (Indian Accounting Standards)(Amendment) Rules, 2016. As per the formatprescribed under Division III of Schedule III to theCompanies Act, 2013, the Company presents theBalance Sheet, the Statement of Profit and Lossand the Statement of Changes in Equity in theorder of liquidity. A maturity analysis of recovery orsettlement of assets and liabilities within 12 monthsafter the reporting date and more than 12 monthsafter the reporting date is presented in Note 40.

(iv) Use of estimates and judgment s

The preparation of financial statements in conformitywith Ind AS requires management to makeestimates, judgments, and assumptions that affectthe application of accounting policies and thereported amounts of assets and liabilities (includingcontingent liabilities) and disclosures as of the dateof financial statements and the reported amountsof revenue and expenses for the reporting period.Actual results could differ from these estimates.Accounting estimates and underlying assumptionsare reviewed on an ongoing basis and couldchange from period to period. Appropriate changesin estimates are recognized in the period in whichthe Company becomes aware of the changes incircumstances surrounding the estimates. Anyrevisions to accounting estimates are recognizedprospectively in the period in which the estimate isrevised and future periods. The estimates andjudgments that have significant impact on carryingamount of assets and liabilities at each balancesheet date are discussed at note 3.

(v) Operating Cycle

Based on the nature of its activities, the Companyhas determined its operating cycle as 12 monthsfor the purpose of classification of its Assets andLiabilities as current and non- current.

(b) Revenue recognition

The Company recognizes revenue from contracts withcustomers based on a five step model as set out in Ind AS115, Revenue from Contracts with Customers, todetermine when to recognize revenue and at what amount.Revenue is measured based on the considerationspecified in the contract with a customer. Revenue fromcontracts with customers is recognized when servicesare provided and it is highly probable that a significant


57

reversal of revenue is not expected to occur.

Revenue is measured at fair value of the considerationreceived or receivable. Revenue is recognized when (oras) the Company satisfies a performance obligation bytransferring a promised good or service (i.e. an asset)to a customer. An asset is transferred when (or as) thecustomer obtains control of that asset.

When (or as) a performance obligation is satisfied, theGroup recognizes as revenue the amount of thetransaction price (excluding estimates of variableconsideration) that is allocated to that performanceobligation.

The Comp any applies the five-step approach forrecognition of revenue:

- Identification of contract(s) with customers;

- Identification of the separate performanceobligations in the contract;

- Determination of transaction price;

- Allocation of transaction price to the separateperformance obligations

- Recognition of revenue when (or as) eachperformance obligation is satisfied

(i) Brokerage fee income

It is recognized on trade date basis and is exclusiveof goods and service tax and securities transactiontax (STT) wherever applicable.

(ii) Interest income

Interest income is recognized on Effective InterestRate.

(iii) Dividend income

Dividend income is recognized in the statement ofprofit or loss on the date that the Company’s rightto receive payment is established, it is probablethat the economic benefits associated with thedividend will flow to the entity and the amount ofdividend can be reliably measured. This is generallywhen the shareholders approve the dividend.

iv) Port folio management commission income

Portfolio management commission is recognizedon an accrual basis in accordance with the termsof the agreement entered with asset managementCompany.

v) Depository income

Revenue in respect of income from DP Operationis recognized on accrual basis and when nosignificant uncertainty as to it's determination orrealization exist.

vi) Other income

Revenue in respect of other income is recognizedwhen no significant uncertainty as to it'sdetermination or realization exists.

(c) Income t ax

The income tax expense or credit for the period is thetax payable on the current period’s taxable incomebased on the applicable income tax rate for each

jurisdiction adjusted by changes in deferred tax assetsand liabilities attributable to temporary differences andto unused tax losses. Current and deferred tax isrecognized in profit or loss, except to the extent that itrelates to items recognized in other comprehensiveincome or directly in equity. In this case, the tax is alsorecognized in other comprehensive income or directlyin equity, respectively.

Current T ax

Current tax is measured at the amount of tax expected tobe payable on the taxable income for the year asdetermined in accordance with the provisions of theIncome Tax Act, 1961. Current tax assets and current taxliabilities are off set when there is a legally enforceableright to set off the recognized amounts and there is anintention to settle the asset and the liability on a net basis.

Deferred T ax

Deferred income tax is provided in full, using the liabilitymethod, on temporary differences arising between thetax bases of assets and liabilities and their carryingamounts. Deferred income tax is determined using taxrates (and laws) that have been enacted or substantiallyenacted by the end of the reporting period and areexpected to apply when the related deferred income taxasset is realized or the deferred income tax liability issettled.

Deferred tax assets are recognized for all deductibletemporary differences and unused tax losses only if itis probable that future taxable amounts will be availableto utilize those temporary differences and losses.

Deferred tax liabilities are not recognized for temporarydifferences between the carrying amount and tax basesof investments in subsidiaries where the Company isable to control the timing of the reversal of the temporarydifferences and it is probable that the differences will notreverse in the foreseeable future.

Deferred tax assets and liabilities are offset when thereis a legally enforceable right to offset current tax assetsand liabilities and when the deferred tax balances relateto the same taxation authority.

(d) Financial instrument s

Initial recognition and measurement:

Financial assets and financial liabilities are recognizedwhen the entity becomes a party to the contractualprovisions of the instrument. Regular way purchasesand sales of financial assets are recognized on trade-date, the date on which the Company commits topurchase or sell the asset.

At initial recognition, the Company measures a financialasset or financial liability at its fair value plus or minus,in the case of a financial asset or financial liability notat fair value through profit or loss, transaction costs thatare incremental and directly attributable to the acquisitionor issue of the financial asset or financial liability, suchas fees and commissions. Transaction costs of financialassets and financial liabilities carried at fair valuethrough profit or loss are expensed in profit or loss.Immediately after initial recognition, an expected credit

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2020 (Cont d.)


58

loss allowance (ECL) is recognized for financial assetsmeasured at amortized cost.

When the fair value of financial assets and liabilitiesdiffers from the transaction price on initial recognition,the entity recognizes the difference as follows:

a) When the fair value is evidenced by a quoted pricein an active market for an identical asset or liability(i.e. a Level 1 input) or based on a valuationtechnique that uses only data from observablemarkets, the difference is recognized as a gain orloss.

b) In all other cases, the difference is deferred andthe timing of recognition of deferred day one profitor loss is determined individually. It is eitheramortized over the life of the instrument, deferreduntil the instrument’s fair value can be determinedusing market observable inputs, or realized throughsettlement.

When the Company revises the estimates of future cashflows, the carrying amount of the respective financialassets or financial liability is adjusted to reflect the newestimate discounted using the original effective interestrate. Any changes are recognized in profit or loss.

Fair Value of Financial Instrument:

Some of the Company’s assets and liabilities are measuredat fair value for financial reporting purpose. Fair value is theprice that would be received to sell an asset or paid totransfer a liability in an orderly transaction between marketparticipants at the measurement date regardless of whetherthat price is directly observable or estimated using anothervaluation technique.

Information about the valuation techniques and inputs usedin determining the fair value of various assets and liabilitiesare disclosed in Note 41.

A) Financial Asset s

(i) Classification and Subsequent Measurement

The Company has applied Ind AS 109 and classifiesits financial assets in the following measurementcategories:

- Fair Value through Profit & Loss (FVTPL)

- Fair Value through Other ComprehensiveIncome (FVTOCI)

- Amortised Cost

1. Financial asset s carried at amortised cost

A financial asset is measured at the amortised costif both the following conditions are met:

• The asset is held within a business modelwhose objective is to hold assets for collectingcontractual cash flows, and

• Contractual terms of the asset give rise onspecified dates to cash flows that are solelypayments of principal and interest (SPPI) onthe principal amount outstanding. After initialmeasurement, such financial assets aresubsequently measured at amortised costusing the effective interest rate (EIR) method.

Amortised cost is calculated by taking intoaccount any discount or premium onacquisition and fees or costs that are anintegral part of the EIR. The EIR amortisationis included in interest income in the Statementof Profit and Loss.

2. Financial asset s carried at Fair V alue throughOther Comprehensive Income (FVT OCI)

A financial asset shall be classified and measuredat fair value through OCI if both of the followingconditions are met:

• The financial asset is held within a businessmodel whose objective is achieved by bothcollecting contractual cash flows and sellingfinancial assets and,

• The contractual terms of the financial assetgive rise on specified dates to cash flows thatare solely payments of principal and intereston the principal amount outstanding.

3. Financial asset s carried at Fair V alue throughProfit & loss

A financial asset shall be classified and measuredat fair value through profit or loss unless it ismeasured at amortised cost or at fair value throughOCI.

4. Equity Instrument s

Equity instruments are instruments that meet thedefinition of equity from the issuer’s perspective;that is, instruments that do not contain a contractualobligation to pay and that evidence a residualinterest in the issuer’s net assets.

All investments in equity instruments classifiedunder financial assets are initially measured at fairvalue, the Company may, on initial recognition,irrevocably elect to measure the same either atFVOCI or FVTPL. The Company makes suchelection on an instrument-by-instrument basis. Fairvalue changes on an equity instrument is recognisedas revenue from operations in the Statement ofProfit and Loss unless the Company has electedto measure such instrument at FVOCI. Fair valuechanges excluding dividends, on an equityinstrument measured at FVOCI are recognized inOCI. Amounts recognised in OCI are notsubsequently reclassified to the Statement of Profitand Loss. Dividend income on the investments inequity instruments are recognised as ‘Revenuefrom operations’ in the Statement of Profit andLoss.

(ii) Impairment of financial asset s

The Company recognizes impairment allowancesusing Expected Credit Losses (“ECL”) method onall the financial assets that are not measured atFVPTL:

ECL are probability-weighted estimate of creditlosses. They are measured as follows:

- Financial Assets that are not credit impaired



59

– as the present value of all cash shortfallsthat are possible within 12 months after thereporting date.

- Financial Assets with significant increase incredit risk - as the present value of all cashshortfalls that result from all possible defaultevents over the expected life of the financialassets.

- Financial Assets that are credit impaired – asthe difference between the gross carryingamount and the present value of estimatedcash flows.

- The Company also do not recognizeimpairment on investment in shares sincethey are measured at fair value.

Financial Assets are written off / fully provided forwhen there is no reasonable of recovering afinancial assets in its entirety or a portion thereof.

However, financial assets that are written off couldstill be subject to enforcement activities under theCompany’s recovery procedures, taking into accountlegal advice where appropriate. Any recoveriesmade are recognised in the Statement of Profit andLoss.

(iii) Derecognition

A financial asset is derecognised only when :

The Company has transferred the rights to receivecash flows from the financial asset or retains thecontractual rights to receive the cash flows of thefinancial asset, but assumes a contractual obligationto pay the cash flows to one or more recipients.

Where the Company has transferred an asset, theCompany evaluates whether it has transferredsubstantially all risks and rewards of ownership ofthe financial asset. In such cases, the financialasset is derecognised. Where the entity has nottransferred substantially all risks and rewards ofownership of the financial asset, the financial assetis not derecognised.

Where the Company has neither transferred afinancial asset nor retains substantially all risks andrewards of ownership of the financial asset, thefinancial asset is derecognised if the Company hasnot retained control of the financial asset. Wherethe Company retains control of the financial asset,the asset is continued to be recognised to theextent of continuing involvement in the financialasset.

B) Financial Liabilities

(i) Initial recognition and measurement

Financial liabilities are classified at amortised costor FVTPL. A financial liability is classified as atFVTPL if it is classified as held for trading, or it isa derivative or it is designated as such on initialrecognition. Financial liabilities at FVTPL aremeasured at fair value and net gains and losses,including any interest expense, are recognised in

profit or loss. Other financial liabilities aresubsequently measured at amortised cost usingthe effective interest method. Interest expense andforeign exchange gains and losses are recognisedin profit or loss. Any gain or loss on derecognitionis also recognised in Statement of Profit or loss.

(ii) Subsequent measurement

Financial liabilities are subsequently measured atamortised cost using the EIR method. Financialliabilities carried at fair value through profit or lossis measured at fair value with all changes in fairvalue recognised in the Statement of Profit andLoss.

(iii) Derecognition

A financial liability is derecognised when theobligation specified in the contract is discharged,cancelled or expires.

(e) Impairment of asset s

Intangible assets are tested for impairment wheneverevents or changes in circumstances indicate that thecarrying amount may not be recoverable. An impairmentloss is recognised for the amount by which the asset’scarrying amount exceeds its recoverable amount. Therecoverable amount is the higher of an asset’s fair valueless costs of disposal and value in use. For thepurposes of assessing impairment, assets are groupedat the lowest levels for which there are separatelyidentifiable cash inflows which are largely independentof the cash inflows from other assets or groups of assets(cash- generating units). Non financial assets other thangoodwill that suffered an impairment are reviewed forpossible reversal of the impairment at the end of eachreporting period.

(f) Offsetting financial instrument s

Financial assets and liabilities are offset and the netamount is reported in the balance sheet where there isa legally enforceable right to offset the recognisedamounts and there is an intention to settle on a net basisor realise the asset and settle the liability simultaneously.The legally enforceable right must not be contingent onfuture events and must be enforceable in the normalcourse of business and in the event of default, insolvencyor bankruptcy of the Company or the counter party.

(g) Leases as per Ind AS 116:

Determining whether an arrangement contains a lease:

The Company applies Ind AS 116 'Leases' with effectivefrom 1st April, 2019. As per the standard, the Companyhas availed the exemption from recognizing impact ofInd AS 116 'Leases' as the Company has entered intothe agreement of short term lease having lease term forless than 12 months. Accordingly the Company directlycharge the lease rentals to the profit and loss statement.

The Company determines whether a contract is (orcontains) a lease is based on the substance of thecontract at the inception of the lease. A contract is, orcontains, a lease if the contract conveys the right tocontrol the use of an identified asset for a period of time



60

in exchange for consideration. The Company recognisesRight to Use and lease liability at the commencementof the lease period.

Subsequently the right to use is shown as at cost lessany accumulated depreciation and any accumulatedimpairment losses; and adjusted for any re-measurementof the lease liability. The Company applies depreciationrequirements of Ind AS 16, Property, Plant andEquipment, in depreciating the right-of-use asset andthe lease term mentioned in the contract is taken asuseful life for calculating the depreciation.

The Company measures the lease liability at the presentvalue of the lease payments. The lease payments arediscounted using incremental borrowing rate applicableto the Company for a similar term. Subsequently thelease liability is increasing the carrying amount to reflectinterest on the lease liability; reducing the carryingamount to reflect the lease payments made; and re-measuring the carrying amount to reflect anyreassessment or lease modifications or to reflect revisedin-substance fixed lease payments.

(h) Segment reporting

The Company is engaged in business of share stockbroking & allied activities and there are no separatereportable segments.

(i) Property , plant and equipment

PPE is recognised when it is probable that futureeconomic benefits associated with the item will flow tothe Company and the cost of the item can be measuredreliably. PPE is stated at original cost, net of tax/dutycredits availed, if any, less accumulated depreciationand cumulative impairment. Freehold land is carried athistorical cost.

Cost comprises the purchase price and any attributablecosts of bringing the asset to its working condition forits intended use as estimated by the management. Anytrade discounts and rebates are deducted in arriving atthe purchase price.

Each part of an item of property, plant and equipmentwith a cost that is significant in relation to the total costof the item is depreciated separately. When significantparts of plant and equipment are required to be replacedat intervals, the Company depreciates them separatelybased on their specific useful lives. Likewise, when amajor inspection is performed, its cost is recognised inthe carrying amount of the plant and equipment as areplacement, if the recognition criteria are satisfied.

PPE not ready for the intended use, on the date of theBalance Sheet are disclosed as “Capital Work-in-Progress”.

Advances paid towards the acquisition of property, plantand equipment outstanding at each balance sheet dateis classified as capital advances under other non-current assets.

Subsequent costs are included in the asset’s carryingamount or recognised as a separate asset, asappropriate, only when it is probable that future economic

benefits associated with the item will flow to the Companyand the cost of the item can be measured reliably. Thecarrying amount of any component accounted for as aseparate asset is derecognised when replaced. All otherrepairs and maintenance are charged to profit or lossduring the reporting period in which they are incurredequipment are stated at historical cost less depreciation.Historical cost includes expenditure that is directlyattributable to the acquisition of the items.

An item of property, plant and equipment and anysignificant part initially recognised is de-recognisedupon disposal or when no future economic benefits areexpected from its use or disposal. Any gain or lossarising on de-recognition of the asset (calculated as thedifference between the net disposal proceeds and thecarrying amount of the asset) is included in the incomestatement when the property, plant and equipment is de-recognised.

Transition to Ind AS

On transition to Ind AS, the Company has elected tocontinue with the carrying value of all of its property,plant and equipment recognised as at 1st April, 2018measured as per the previous GAAP and use thatcarrying value as the deemed cost of the property, plantand equipment.

Depreciation methods, estimated useful lives andresidual value

Depreciation is calculated on a Straight-Line Method onthe basis of the useful life as specified in Schedule IIto the Companies Act, 2013. Depreciation method isreviewed at each financial year end to reflect expectedpattern of consumption of the future economic benefitsembodied in the asset.

Depreciation for additions to/deductions from, ownedAssets is calculated on pro rata basis.

Depreciation charged for impaired Assets is adjusted infuture periods in such a manner that the revised carryingamount of the asset is allocated over its remaininguseful life.

Depreciation is calculated using the straight-line methodto allocate their cost, net of their residual values, overtheir estimated useful lives specified in schedule II tothe Companies Act, 2013 except for the following:

(j) Intangible asset s

(i) Computer sof tware

Recognition and measurement

Intangible assets are recognized when it is probablethat the future economic benefits that are attributableto the assets will flow to the Company and the costof the asset can be measured reliably.


Sr.No. Particulars of Asset s Useful Life1 Office Premises 60 Years2 Furniture and Fixtures 10 Years3 Air Conditioner 12 Years4 Office Equipments 05 Years5 Computer Hardware 03 Years


61

Intangible assets viz. Computer software andproduct registration, which are acquired by theCompany and have finite useful lives are measuredat cost less accumulated amortisation and anyaccumulated impairment losses.

The cost of intangible assets at 1st April, 2018, theCompany’s date of transition to Ind AS, wasdetermined with reference to its carrying value atthat date.

Amortisation

Amortisation is calculated to write off the cost ofintangible assets less their estimated residual valuesusing the straight-line method over their estimateduseful lives, and is generally recognised in profitor loss. The intangible assets are amortised overthe estimated useful lives for 6 years.

(k) Provisions and Contingent Liabilities

Provisions for legal claims, volume discounts and returnsare recognised when the Company has a present legalor constructive obligation as a result of past events, itis probable that an outflow “of resources will be requiredto settle the obligation and the amount can be reliablyestimated. Provisions are not recognised for futureoperating losses.

Where there are a number of similar obligations, thelikelihood that an outflow will be required in settlementis determined by considering the class of obligations asa whole. A provision is recognised even if the likelihoodof an outflow with respect to any one item included inthe same class of obligations may be small.

A disclosure for a contingent liability is made when thereis a possible obligation or a present obligation that may,but will probably not, require an outflow of resources.When there is a possible obligation of a presentobligation in respect of which the likelihood of outflowof resources is remote, no provision disclosure is made.

A contingent asset is not recognised but disclosed in thefinancial statements where an inflow of economic benefitis probable.

(l) Employee benefit s

(i) Short-term obligations

Short-term employee benefits are expensed as therelated service is provided. A liability is recognisedfor the amount expected to be paid if the Companyhas a present legal or constructive obligation to paythis amount as a result of past service provided bythe employee and the obligation can be estimatedreliably. The Company has a scheme of PerformanceLinked Variable Remuneration (PLVR) which rewardsits employees based on either Economic ValueAdded (EVA) or Profit before tax (PBT). The PLVRamount is related to actual improvement made ineither EVA or PBT over the previous year whencompared with expected improvements.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave are not expected to

be settled wholly within 12 months after the end ofthe period in which the employees render therelated service. They are therefore measured asthe present value of expected future payments tobe made in respect of services provided byemployees up to the end of the reporting periodusing the projected unit credit method. The benefitsare discounted using the market yields at the endof the reporting period that have termsapproximating to the terms of the related obligation.Remeasurements as a result of experienceadjustments and changes in actuarial assumptionsare recognised in profit or loss.

The obligations are presented as current liabilitiesin the balance sheet if the entity does not have anunconditional right to defer settlement for at leasttwelve months after the reporting period, regardlessof when the actual settlement is expected to occur.

(iii) Post-employment obligations

The Company operates the following post-employment schemes:

(a) defined benefit plans such as gratuity, and

(b) defined contribution plans such as providentfund.

Gratuity obligations

The following post – employment benefit plans arecovered under the defined benefit plans:

Gratuity :

The Company’s net obligation in respect of definedbenefit plans is calculated by estimating the amount offuture benefit that employees have earned in the currentand prior periods, discounting that amount and deductingthe fair value of any plan assets.

The calculation of defined benefit obligations is performedannually by a qualified actuary using the projected unitcredit method. When the calculation results in a potentialasset for the Company, the recognised asset is limitedto the present value of economic benefits available inthe form of any future refunds from the plan or reductionsin future contributions to the plan.

Defined contribution plans

The Company pays provident fund contributions topublicly administered provident funds as per localregulations. The Company has no further paymentobligations once the contributions have been paid. Thecontributions are accounted for as defined contributionplans and the contributions are recognised as employeebenefit expense when they are due.

(iv) Bonus plans

The Company recognises a liability and an expensefor bonuses. The Company recognises a provisionwhere contractually obliged or where there is apast practice that has created a constructiveobligation.



62

(m) Dividends

Provision is made for the amount of any dividenddeclared, being appropriately authorised and no longerat the discretion of the entity, on or before the end ofthe reporting period but not distributed at the end of thereporting period.

(n) Cash and cash equivalent s

Cash and cash equivalent in the balance sheet comprisecash at banks and on hand and short-term deposits withan original maturity of three months or less, which aresubject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cashand cash equivalents consist of cash and short- termdeposits, as defined above, net of outstanding bankoverdrafts as they are considered an integral part ofthe Company’s cash management.

(o) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

- the profit attributable to owners of the Company.

- by the weighted average number of equity sharesoutstanding during the financial year, adjusted forbonus elements in equity shares issued duringthe year and excluding treasury shares.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures usedin the determination of basic earnings per share totake into account:

- the after income tax effect of interest and otherfinancing costs associated with dilutive potentialequity shares, and

- the weighted average number of additionalequity shares that would have been outstandingassuming the conversion of all dilutive potentialequity shares.

(p) Statement of Cash flow

Statement of Cash flow is prepared segregating thecash flows from operating, investing and financingactivities. Cash flow from operating activities is reportedusing indirect method. Under the indirect method, thenet surplus is adjusted for the effects of changes duringthe period in inventories, operating receivables andpayables transactions of a non-cash nature.

i. Non-cash items such as depreciation, provisions,deferred taxes, unrealised foreign currency gainsand losses, and undistributed profits of associates;and

ii. All other items for which the cash effects areinvesting or financing cash flows.

(q) Rounding of amount s

All amounts disclosed in the financial statements andnotes have been rounded off to the nearest in Lakhswith two decimals as per the requirement of ScheduleIII, unless otherwise stated.

Note 3: KEY ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements requires managementto make judgments, estimates and assumptions in theapplication of accounting policies that affect the reportedamounts of assets, liabilities, income and expenses. Actualresults may differ from these estimates. Estimates andunderlying assumptions are reviewed on ongoing basis. Anychanges to accounting estimates are recognized prospectively.Information about critical judgments in applying accountingpolicies, as well as estimates and assumptions that have themost significant effect on the amounts recognised in thefinancial statements are included in the following notes:

a) Provision and contingent liability: On an ongoingbasis, Company reviews pending cases, claims bythird parties and other contingencies. For contingentlosses that are considered probable, an estimatedloss is recorded as an accrual in financial statements.Loss Contingencies that are considered possible arenot provided for but disclosed as Contingent liabilitiesin the financial statements. Contingencies the likelihoodof which is remote are not disclosed in the financialstatements. Gain contingencies are not recognizeduntil the contingency has been resolved and amountsare received or receivable.

b) Allowance for impairment of financial asset: Judgmentsare required in assessing the recoverability of overdueloans and determining whether a provision againstthose loans is required. Factors considered includethe aging of past dues, value of collateral and anypossible actions that can be taken to mitigate the riskof non-payment.

c) Recognition of deferred tax assets: Deferred tax assetsare recognised for unused tax-loss carry forwards andunused tax credits to the extent that realisation of therelated tax benefit is probable. The assessment of theprobability with regard to the realisation of the taxbenefit involves assumptions based on the history ofthe entity and budgeted data for the future.

d) Defined benefit plans: The cost of defined benefitplans and the present value of the defined benefitobligations are based on actuarial valuation using theprojected unit credit method. An actuarial valuationinvolves making various assumptions that may differfrom actual developments in the future. These includethe determination of the discount rate, future salaryincreases and mortality rates. Due to the complexitiesinvolved in the valuation and its long - term nature, adefined benefit obligation is highly sensitive to changesin these assumptions.

e) Property, plant and equipment and Intangible Assets:Management reviews the estimated useful lives andresidual values of the assets annually in order todetermine the amount of depreciation to be recordedduring any reporting period. The useful lives and residualvalues as per schedule II of the Companies Act, 2013or are based on the Company’s historical experiencewith similar assets and taking into account anticipatedtechnological changes, whichever is more appropriate.



63

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2020

( Rupees In Lakhs )

Particulars As at As at As at31st March, 2020 31st March, 2019 1st April, 2018

Note 4 : Cash and Cash Equivalent s

Cash on hand 1.58 1.12 1.99

Balance with banks - in current accounts 1,307.37 1,268.99 710.80

Fixed deposits with banks (Original maturity within 3 months)* - - -

Total 1,308.95 1,270.11 712.79

* Fixed deposits are pledged with exchange and banks for meetingmargin requirements and for obtaining bank guarantee respectively.

Note 5 : Bank Balance other than (4) above

Earmarked balances (unpaid dividend account) 6.83 5.54 4.92

Fixed deposits with banks (original maturity more than 3 months butless than 12 months)* - 104.89 85.31

Fixed deposits with banks ( maturity more than 12 months)* 4,873.32 4,658.30 5,133.93

Total 4,880.15 4,768.73 5,224.16


Note 6 : Receivables

Trade Receivables

Secured considered good - - -

Unsecured considered good 886.35 673.54 723.38

Less: Allowances for impairment losses 5.87 5.10 3.82

Total 880.48 668.44 719.56

1) The Company applies the Ind AS 109 simplified approach to measuringexpected credit losses (ECLs) for trade receivables at an estimatedrate decided by the management. The ECLs are calculated onoutstanding balances of trade receivables as at the year end.

2) There are trade or other receivable due from Directors or otherOfficers of the Company either severally or jointly with any otherperson. (Refer Note no.39)

Note 7 : Loans

Loans - At amortised cost

a) Others

Margin trading facility to clients 138.17 167.45 199.17

Total (a) 138.17 167.45 199.17

b) Secured/ Unsecured

Secured by tangible assets 138.17 167.45 199.17

Total (b) 138.17 167.45 199.17

Stage wise break up of loans

i) Low credit risk (stage 1) 138.17 167.45 199.17

ii) Significant increased in credit risk (stage 2) - - -

iii) Credit impaired (stage 3) - - -

Total 138.17 167.45 199.17


64


( Rupees In Lakhs )Particulars As at As at As at

31st March, 2020 31st March, 2019 1st April, 2018

Paid-up Qty. Value Qty. Value Qty. ValueNote 8 : Investment s

Name of Comp anyNon Current Investment sInvestment in Equity Share at costSubsidiary Comp any unquotedJoindre Commodities Ltd. 10 750,000 75.63 750,000 75.63 750,000 75.63

Investment in equity share at faire value through other comprehensive income

UnquotedSaurashtra Kutch Stock Exchange Ltd. 5,000 1 2.62 50 3.38 50 3.46BGSE Properties & Securities Ltd. 1 4,170 0.44 4,170 0.67 4,170 0.82Our Investment Enterprises Ltd. 10 125 0.29 125 0.29 125 0.29

QuotedACC Ltd. 10 750 7.26 - - - -Adani Power Ltd. 10 975 0.27 - - - -Affle (India) Ltd. 10 20 0.20 - - - -Amarraja Batteries Ltd. 1 - - 500 3.59 - -Ambuja Cement Ltd. 2 500 0.78 - - - -Asian Paints Ltd. 1 500 8.33 400 5.97 - -Atul Auto Ltd. 5 300 0.42 300 1.03 - -Bajaj Consumer Care Ltd. 1 1,000 1.33 1,000 3.10 - -Bata India Ltd. 5 400 4.92 - - - -Bhanderi Infracon Ltd. 10 73,200 94.21 73,200 94.21 73,200 94.21Bharat Forge Ltd. 2 1,000 2.34 1,000 5.12 - -Bosch Ltd. 10 100 9.41 - - - -BSE Ltd. 2 - - - - 25,845 195.44Carborundum Universal Ltd. 1 1,500 3.29 - - - -Castrol India Ltd. 5 500 0.50 - - - -Century Textiles Ltd. 10 1,524 4.51 - - - -Capital India Finance Ltd. 10 144 0.12 - - - -City Union Bank Ltd. 1 7,500 9.72 5,000 10.21 - -Engineers India Ltd. 5 2,000 1.20 - - - -Glaxosmithkline Con Healthcare Ltd. 10 359 35.88 - - - -Gmm Pfaudler Ltd. 2 200 5.03 - - - -Gujarat Amb Exports Ltd. 2 81 0.08 - - - -HDFC Bank Ltd. 1 4,000 34.48 450 10.42 - -HDFC Life Insurance Company Ltd. 10 500 2.21 - - - -HDFC Ltd. 2 - - 525 10.33 - -Hero Motocorp Ltd. 2 200 3.19 200 5.11 - -Himadri Specialty Chemical Ltd. 1 1,500 0.44 1,500 1.76 - -Hindustan Unilever Ltd. 1 - - 850 14.52 - -Honeywell Automation India Ltd. 10 50 12.98 - - - -HDFC Ltd. 1 2,275 37.09 - - - -HPL Electric & Power Ltd. 10 92 0.02 - - - -India Motor Parts Accessories Ltd. 10 750 3.75 500 4.57 - -Info Beans Technologies Ltd. 10 201 0.15 - - - -Infosys Ltd. 1 2,000 12.81 600 4.45 - -Ircon International Ltd. 2 20 0.08 - - - -ITC Ltd. 1 1,000 1.72 - - - -Just Dial Ltd. 10 78 0.23 - - - -KCP Ltd. 1 700 0.30 700 0.61 - -KDDL Ltd. 10 75 0.09 - - - -KIC Metaliks Ltd. 2 129 0.04 - - - -


65

Kirloskar Brothers Ltd. 10 147 0.13 - - - -Kotak Mahindra Bank Ltd. 2 800 10.37 800 10.69 - -L&T Technology Services Ltd. 2 200 2.32 - - - -Larsen & Toubro Ltd. 2 1,000 8.07 800 11.07 - -Ludlow Jute & Special Ltd. 10 72 0.04 - - - -Mahanagar Gas Ltd. 10 1,750 14.31 - - - -Mahindra Holidays Resort India Ltd. 10 2,000 2.78 1,250 3.00 - -MCX Ltd. 10 200 2.26 - - - -Mitshi India Ltd. 10 13 0.01 - - - -MM Forgings Ltd. 10 1,000 1.66 1,000 5.44 - -Morepen Laboratories Ltd. 2 600 0.06 - - - -Nucleus Software Exports Ltd. 10 1,250 2.21 1,250 4.24 - -Permanent Magnets Ltd. 10 68 0.05 - - - -Petronet Lng Ltd. 10 1,000 2.00 - - - -Pfizer Ltd. 10 350 14.09 350 11.62 - -Pictur House Ltd. 10 161 - - - - -Power Finance Corporation Ltd. 10 3,700 3.41 - - - -Prakash Industries Ltd. 10 100 0.02 - - - -Rallis India Ltd. 1 - - 500 0.83 - -Sadhna Nitret Ltd. 1 50 0.06 - - - -Samkrg Pistons & Rings Ltd. 10 1,000 0.77 1,000 1.70 - -Sanofi India Ltd. 10 275 17.17 50 2.92 - -SBI Life Insurance Company Ltd. 10 800 5.13 - - - -Schaeffer India Ltd. 10 - - 25 1.38 - -Sequent Scientific Ltd. 2 644 0.50 - - - -Sundaram Finance Ltd. 1 1,200 14.41 500 7.79 - -Tata Consultancy Services Ltd. 1 1,100 20.05 500 10.00 - -Tata Elaxi Ltd. 10 - - 1,500 14.45 - -Tata Investment Corporation Ltd. 10 1,025 6.80 - - - -Tiger Logistics Indian Ltd. 10 208 0.06 - - - -Ugro Capital Ltd. 10 180 0.18 - - - -Vesuvius India Ltd. 10 150 1.22 150 1.76 - -Zee Entertainment Ltd. 1 1,890 2.34 - - - -

Investment in bonds at amortized cost

Quoted

NTPC Ltd. 1000 3,167 31.67 3,167 31.67 3,167 31.67HUDCO Ltd. 1000 10,000 100.00 10,000 100.00 10,000 100.00India Infrastructure Finance Co. Ltd. 1000 10,000 100.00 10,000 100.00 10,000 100.00

Investment in mutual fund at amortized cost

Quoted

HDFC Liquid Fund -Direct-Growth 1000 - 0.01 - - - -Nippon India ETF Liquid Bees 1000 2 0.02 - - - -Rshare Liquid Bees 1000 - - 2,184 21.85 -Sovereign Gold Bond - 10 0.42 - - - -

Total 906,531 742.96 876,096 595.38 876,557 601.52

Aggregated amount of impairment - - - - - -

Aggregated amount of quoted investment 152,235 663.98 121,751 515.41 122,212 521.32

Market value of quoted investment 152,235 726.78 121,751 567.30 122,212 575.32

Aggregated carrying amount of unquoted investment 754,296 78.98 754,345 79.97 754,345 80.20




Name of Comp any Paid-up Qty. Value Qty. Value Qty. Value


66


( Rupees In Lakhs )


Note 9 : Other Financial Asset sAccrued Income 14.49 16.08 15.74Deposits with exchanges 266.10 280.02 110.98Deposits with lease rent 86.25 86.25 77.45Receivable from exchanges 12.07 13.96 13.79Receivable from other 13.33 5.66 6.04

Total 392.24 401.97 224.00

Note 10 : Current T ax Asset s (Net)

Advance tax ( Net of provisions) 26.06 2.52 -

Total 26.06 2.52 -

Note 11 : Deferred T ax Asset s (Net)On account of property, plant and equipment and intangible assets (3.50) (3.10) (6.05)On account fair market value of financial instrument 14.70 2.30 3.33On account of plan asset on post retirement benefit (7.02) (7.15) (4.15)On account of lease deposits - - 0.38On account of impairment of financial instrument 1.63 1.42 1.06On account of MAT credit entitlement 20.05 48.30 28.95

Total 25.86 41.77 23.52

Note 12 : Property , Plant and Equipment s & Int angible Asset s ( Rupees In Lakhs )

Particulars

Gross Carrying V alueAs at April 1, 2018 7.18 1.98 16.47 6.73 32.36 11.89Additions - - 20.53 0.23 20.76 2.30Disposals - - - - - -Other Adjustments - - - - - -

As at March 31, 2019 7.18 1.98 37.00 6.96 53.12 14.19Additions - - 14.85 0.41 15.26 1.71Disposals - - - - - -Other Adjustments - - - - - -As at March 31, 2020 7.18 1.98 51.85 7.37 68.38 15.90

Accumulated Depreciation / Imp airmentAs at April 1, 2018 - - - - - -Depreciation for the year 0.18 0.60 11.21 1.67 13.66 6.48Deductions/ adjustments during the period - - - - - -

As at March 31, 2019 0.18 0.60 11.21 1.67 13.66 6.48Depreciation for the year 0.18 0.33 10.95 0.90 12.36 1.54Deductions/ adjustments during the period - - - - - -

As at March 31, 2020 0.36 0.93 22.16 2.57 26.02 8.02

Net Carrying V alue as at March, 31 2020 6.82 1.05 29.69 4.80 42.36 7.88


Net Carrying V alue as at April 1, 2018 7.18 1.98 16.47 6.73 32.36 11.89

Building &Property

OfficeEquipment

Computers Furniture& Fixtures

Total ComputersSof tware

Tangible Asset s IntangibleAsset s


67


( Rupees In Lakhs )


Note 13 : Other Non-Financial Asset sCapital advances 701.00 701.00 701.00Prepaid expenses 25.52 23.99 16.56Prepaid rent - - 6.70Plan Asset on post retirement benefit 25.22 25.68 14.90Balance with government authorities 0.05 0.13 0.31

Total 751.79 750.80 739.47

Note 14 : Payables

I) Trade Payablesi) total outstanding dues of micro enterprises and small enterprises

(*Refer Note No 37) - - -ii) total outstanding dues of creditors other than micro enterprises

and small enterprises 3,134.73 2,612.03 2,502.16

Total 3,134.73 2,612.03 2,502.16

Note 15 : Other Financial Liabilities

Unpaid dividend 6.83 5.54 4.92Provision for expenses 35.08 23.29 13.53

Total 41.91 28.83 18.45

Note 16 : Current T ax Liabilities

Provisions for income taxes (net of advances tax) - - 30.01

Total - - 30.01

Note 17 : Other Non-Finance Liabilities

Taxes payables to statutory authorities 36.22 34.34 61.17

Total 36.22 34.34 61.17

b) Terms / Right att ached to shares

i) The Company has one class of equity shares having par value of Rs. 10/- per share. Each holder of equity shareis entitled to one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend ifproposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting,except in case of interim dividend.

Note 18 : Equity Share Capit al

Equity Shares

Authorised

Equity Shares of Rs. 10/- each 15,000,000 1,500.00 15,000,000 1,500.00 15,000,000 1,500.00

Issued, subscribed and p aid up


As at 31st March, 2019 As at 1st April, 2018As at 31 st March, 2020Numbers (Rupees In

Lakhs)Numbers (Rupees In


Lakhs)

a ) The reconciliation of the number of shares out standing at the beginning and at the year end

Equity Shares

At the beginning of the year 13,836,460 1,383.65 13,836,460 1,383.65 13,836,460 1,383.65

Add/less during the year - - - - - -

Outstanding at the end of year 13,836,460 1,383.65 13,836,460 1,383.65 13,836,460 1,383.65




Lakhs)


68


( Rupees In Lakhs )


Note 19 : Other Equity

General Reserve 50.00 50.00 50.00Retained earnings 4,601.77 4,591.47 4,443.00Other Comprehensive Income (51.38) 14.02 -

Total Other equity 4,600.39 4,655.49 4,493.00

General ReserveBalance at the beginning of the year 50.00 50.00 50.00

Balance at the end of the year 50.00 50.00 50.00

Retained EarningsBalance at the beginning of the year 4,591.47 4,443.00 3,847.36Profit for the year 118.62 247.68 595.64Gains/Loss on Sales of equity instruments through OCI 16.58 25.89 -Dividend including tax on dividend (124.90) (125.10) -

Balance at the end of the year 4,601.77 4,591.47 4,443.00

Other Comprehensive IncomeBalance at the beginning of the year 14.02 - -Remeasurement in fair valuation of equity instruments (74.06) 6.22Gain/(Loss) on sale of equity instruments 16.56 25.89Actuarial gain/ (loss) on post retirement benefit plans (3.71) 8.83Deferred tax impact on the above 12.39 (1.03)Less: Transfer on Gain/(Loss) of financial instrument on disposal to retained earnings (16.58) (25.89)

Balance at the end of the year (51.38) 14.02 -

ii) In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company afterdistribution of all preferential amounts, in proportion to their shareholding.

c) Details of share held by each shareholder holding more than 5% shares in the Comp any

Equity Shares

Mr. Anil Devichand Mutha 17.71 12.80% 17.71 12.80% 17.71 12.80%

Mr. Paras Kesharmal Bathia 12.67 9.16% 12.67 9.16% 12.67 9.16%

M/s Neharaj Stock Brokers Pvt. Ltd. 11.14 8.05% 11.14 8.05% 11.14 8.05%

Mr. Dinesh Khandelwal 7.72 5.58% 7.72 5.58% 7.72 5.58%

As at 31st March, 2019 As at 1st April, 2018As at 31 st March, 2020No of shares

in lakhs% of Total

HoldingNo of shares

in lakhs% of Total

HoldingNo of shares

in lakhs% of Total

Holding

( Rupees In Lakhs )


Note 20 : Interest Income

Interest on deposits with banks 342.26 353.60Interest on tax free bonds 20.16 20.16Interest on margin funding 21.40 22.89Interest on security deposits 1.73 9.25Interest on overdue balances 48.44 77.03

Total 433.99 482.93


69

( Rupees In Lakhs )


Note 21 : Dividend Income

Dividend on investments 6.68 1.98

Total 6.68 1.98

Note 22 : Fees and Commission Income

Brokerage income 1,398.30 1,549.25Depository income 90.06 105.56Portfolio management fees and other commission 5.11 0.75

Total 1,493.47 1,655.56

Note 23 : Other Operating Income

Income from clearing charges 118.82 135.48Recovery of stock exchanges charges 26.60 41.36Others - 0.03

Total 145.42 176.87

Note 24 : Other Income

Sundry balance written back 6.38 50.99Others - 8.99

Total 6.38 59.98

Note 25 : Finance Cost

Interest expenses on temporary borrowings 4.55 4.36Interest expenses for others 23.61 18.47Interest on shortfall of advance tax - 0.04

Total 28.16 22.87

Note 26 : Fees and Commission Expense

Brokerage sharing with intermediaries 909.76 1,004.66Depository charges 29.61 34.25Portfolio management fees and other commission 3.18 0.61

Total 942.55 1,039.52

Note 27 : Imp airment on Financial Instrument s

At amortised costTrade receivables 0.77 1.28

Total 0.77 1.28

Note 28 : Employee Benefit Expense

Salary, bonus and allowances 442.49 444.35Gratuity and other long term benefits (Refer Note No 38) 8.33 8.52Contributions to provident and other funds 17.81 17.87Staff welfare expenses 17.33 16.42

Total 485.96 487.16

Note 29 : Depreciation and Amortisation Expense

Depreciation on property, plant & equipment 12.36 13.66Amortisation on other intangible assets 1.54 6.48

Total 13.90 20.14



70


Note 30 : Other Expense

Audit Fees (Refer details below) 7.50 7.50Advertisement expense 3.10 0.72Bank commission & charges 15.06 15.54Business promotion expense 38.39 43.91Computer expense 26.71 32.08Clearing charges 113.64 123.75Directors' sitting fees 0.28 0.20Electricity charges 13.20 15.40Insurance premium 1.53 1.57legal and professional fees 51.45 26.79Membership & subscription 13.87 22.12Office expense 6.67 8.19Postage, courier expense 5.03 6.50Printing & stationery 9.17 13.18Rates & taxes 15.71 4.92Rent Paid 61.02 50.56Repairs & maintenance - others 10.40 11.89Stock exchanges charges 30.12 39.94Telephone & Vsat lease line charges 24.36 30.70Travelling & Conveyance 7.00 8.91

Total 454.21 464.37

Payment to auditorsAudit fees 5.50 5.50Tax audit fees 1.00 1.00In other capacity 1.00 1.00

7.50 7.50

Note 31 : Tax Expense

A) Deferred T axNet Deferred T ax Asset s / (Liabilities) (Refer Note. 1 1) 25.86 41.77

B) Movement in deferred t ax liabilities/asset sOpening Balance 41.77 23.52Tax income/(expense) during the period recognised in profit or loss (28.31) (0.07)Tax income/(expense) during the period recognised in OCI 12.39 (1.03)Other Adjustments - -

Closing Balance 25.85 22.42

The Company offsets tax assets and liabilities if and only if it has a legallyenforceable right to set off current tax assets and current tax liabilities andthe deferred tax assets and deferred tax liabilities relate to income taxeslevied by the same tax authority.

C) Major Component s of income t ax expense for the years endedMarch 31, 2020 and March 31, 2019 are as follows:

1) Income T ax recognized in Profit & Loss A/c

a) Current income tax charge 13.50 112.10b) Deferred tax

Relating to origination and reversal of temporary differences 0.06 0.07Tax adjustment of earlier year (0.04) 1.48

Income t ax expense recognised in Profit or Loss 13.52 113.65

( Rupees In Lakhs )



71


2) Income T ax recognized in OCIa) Revaluation of FVTOCI investments to fair value

Income tax expense recognised in OCI 12.39 (1.03)

12.39 (1.03)

D) Reconciliation of t ax expense and accounting profit multiplied byincome t ax rate for March 31, 2020 and March 31, 2019

Profit before tax from continuing operations 160.39 341.98Profit before tax from discontinuing operations - -

Accounting profit before income t ax 160.39 341.98

Enacted tax rate in India 27.82% 27.82%

Income t ax on accounting profit s 44.62 95.14

Tax effect ofExpenses not deductible for tax purpose 1.67 3.53Exempt Income (7.46) (6.16)Prior Period Tax Adjustment (0.04) 1.48Other adjustments 2.98 0.31

Tax at effective income t ax rate 41.77 94.30

Note 32 : Contingent Liabilities and Commitment s(to the extent not provided for)

a) Contingent liabilitiesi) In respect of Bank Guarantee to Stock Exchanges against fixed deposits

of Rs. 542.75 in lakhs ( Previous year Rs. 714.50 in lakhs ) 1,000.00 1,270.00ii) In respect of Income tax matters for FY 2016-17 26.74 -

Sub-Total 1,026.74 1,270.00

b) Commitment sCapital commitment not provided (net of advance)* 993.00 993.00

Sub-Total 993.00 993.00

Total 2,019.74 2,263.00

* The Company had paid a sum of Rs. 701.00 in lakhs to M/s. Kamani Tubes Ltd. towards obtaining sub-lease of theproperty belonging to them subject to fulfillment of certain conditions as stated in MOUs. However due to dispute betweenM/s. Kamani Tube Ltd. and Mumbai Port Trust, M/s. Kamani Tubes Ltd. is unable to obtain the necessary permissionfor transfer of the rights of sub-lease and possession of the said property to the Company. Accordingly the Companyis not in a position to enforce its rights of sub-lease and obligations under the MOUs signed between the concernedparties to the transaction and the matter is under dispute. Currently the matter is sub-juice and the Company is in theprocess of seeking legal remedies available to it, in order to settle the dispute.

c) The Company had received notice dated 31-10-2019 from BSE Ltd, levying penalty a sum of Rs. 5.43 in Lakhs fornon compliance of Reg. 17(1), pertaining to composition of the Board including failure to appoint woman director, anda sum of Rs. 2.17 Lakhs for discrepancy/non compliance of Reg. 19(1) and 19(2), pertaining to constitution of 'Nominationand Remuneration Committee', in terms of SEBI (LODR) Regulations, 2015. The Company, through reply letters andemails to BSE, have explained that the Company has fully complied with these regulations. Under these circumstances,the BSE has been requested to withdraw/reverse the penalty. However, the matter is still pending with them.

( Rupees In Lakhs )



72


( Rupees In Lakhs )


Note 33: Segment ReportingThe Company has only one business segment, which is stock broking business and alliedactivities. The Company is also engaged in investment of shares and securities but it is nota business activity. Accordingly, these financial statements are reflective of the informationrequired as per Ind AS 108 "Operating Segments" notified under section 133 of theCompanies Act, 2013, there are no reportable segment applicable to the Company.

Note 34: Earning per Equity Share (EPS)The following reflect the profit and share data used in the basic and diluted EPS computations:Total operations for the yearProfit after tax attributable to shareholders 118.62 247.68Basic and weighted average number of equity share outstanding during the year 138.36 138.36Normal value of equity share 10.00 10.00Basic EPS (INR) 0.86 1.79Diluted EPS (INR) 0.86 1.79

Note 35: LeaseThe Company claim exemption from recognizing impact of Ind AS 116 'Leases'. Theexemption can be availed only when the lessee has entered into:i) Short-term lease andii) Lease for which underlying asset is of low valueFor above exemption, short term lease means a lease having lease term of 12 months orless and does not include an option to purchase the underlying asset. The Company haveentered into lease agreements that have lease term of less than 12 months. The Companyhas also given refundable interest free security deposits under certain agreements.

Lease Payments are recognised in the statement of Profit and Loss under 'Other Expenses'in Note no. 30. Rent expenses of Rs. 61.02 lakhs ( Previous year Rs. 50.56 lakhs) inrespect of obligation under operating lease.

Note 36: Proposed DividendFinal dividend proposed on equity shares of 10/- eachAmount of final dividend proposed 83.02 103.78Dividend distribution tax on proposed Final Deividend - 21.13Dividend per equity share 0.60 0.75



Note 37: Due to Micro, Small and Medium EnterprisesThe Company has sent letters to vendors to confirm whether they are coveredunder Micro, Small and Medium Enterprise Development Act 2006 as well asthey have filed required memorandum with prescribed authority. Based on andto the extent of the information received by the Company from the suppliersregarding their status under the Micro, Small and Medium Enterprises DevelopmentAct, 2006 (MSMED Act) and relied upon by the auditors, the relevant particularsas at the year end are furnished below:

The Principal amount remaining unpaid at the year end - - -The Interest amount remaining unpaid at the year end - - -

The amount of interest paid by the buyer under MSMED Act, 2006 along with theamounts of the payment made to the supplier beyond the appointed day duringeach accounting year - - -The amount of interest due and payable for the year (where the principal has beenpaid but interest under the MSMED Act, 2006 not paid) - - -The amount of interest accrued and remaining unpaid at the year end - - -

The amount of further interest due and payable even in the succeeding year, untilsuch date when the interest dues as above are actually paid to the small enterprise,for the purpose of disallowance as a deductible expenditure under section 23 - - -The balance of MSMED p arties as at the year end - - -


73


Note 38 : Employees Benefit Obligation

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are incontinuous service for a period of five years are eligible for gratuity. The amount of gratuity payable on retirement/ terminationis the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by number of yearsof service.

The gratuity plan is a unfunded plan.

a) The amount recognised in the balance sheet and the movement in the net defined benefit obligation over the periodare as follows

Particulars Present ation V alue of Obligation( Rupees In Lakhs )

As at April 1, 2018 (14.90)

Current service cost 9.56Interest expense/(income) (1.49)Past Service Cost -

Total amount recognised in profit or loss 8.07Remeasurements

(Gain)/Loss from change in Demographic assumptions(Gain)/Loss from change in financial assumptions 0.53Experience (gains)/losses (8.67)Return on plan assets excluding amounts included in interest income (0.70)

Total amount recognised in other comprehensive income (8.84)

Less: Contribution to plan asset (10.01)

As at March 31, 2019 (25.68)



(Gain)/Loss from change in Demographic assumptions (0.06)(Gain)/Loss from change in financial assumptions 11.41Experience (gains)/losses (7.66)Return on plan assets excluding amounts included in interest income 0.03

Total amount recognised in other comprehensive income 3.72


As at March 31, 2020 (25.22)

b) The significant actuarial assumptions were as follows:


Interest/Discount rate 6.45 % p. a. 7.50% p.a.

Rate of increase in compensation 6.00 % p. a. 6.00% p.a.

Expected average remaining service 6.22 years 6.72 years

Retirement Age 58 years 58 years

Employee Attrition Rate 10.00% p.a at younger ages 10.00% p.a at younger ages


74


c) A quantit ative sensitivity analysis for significant assumption as at March 31, 2020 is shown below:

Assumption Discount Rate Salary Growth Rate

0.50% 0.50% 0.50%Sensitivity Level 0.50 Decreased Increased Decreased

March 31, 2020

Impact on defined benefit obligation 182.11 193.62 192.67 183.10% Impact -2.98% 3.15% 2.64% -2.45%

March 31, 2019


The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefitobligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

d) The following p ayment s are expected contributions to the defined benefit plan in future years:


Expected Payout Year one 14.62 10.06Expected Payout Year two 26.98 14.92Expected Payout Year three 35.96 26.03Expected Payout Year four 30.36 34.68Expected Payout Year five 13.98 28.81Expected Payout Year six to ten 63.35 63.07

Total expected p ayment s 185.25 177.57

The average duration of the defined benefit plan obligation at the end of the reporting period is 6.22 years (March 31, 2019:6.72 years)

Note 39: Related Party T ransactions

a) Details of related p arties

Names of related p arties

Joindre Commodities Limited

Whole T ime Directors:- ( Mr. Anil Mutha, Mr. Dinesh Khandelwal, Mr. ParasBathia, Mr. Subhash Agarwal, Mr. Sunil Jain )Idependet Directors:- ( Mrs. Jeha Sanjay Shah*, Mr. Ramavtar Badaya**, Mr.Ravi sant Jain, Mr. Sanjay Jain, Mrs Sonali Chaudhary, Mr. Veepin ThokalChief Finance Officer ( Mr. Pramod Surana ), Company Secretary ( Mr. VijayPednekar).

Anil Mutha HUF, Akshya Badaya**, Ankur Lodha, Aayushi Mutha, BhagwatideviKhandelwal, Dinesh Khandelwal HUF, Fenny Yogesh Bathia, K. C. Jain HUF,Kanchanbai Jain, Kiran Khandelwal, Mayank Koolwal**, Neeraj Mutha, NehaSanghvi, Nikita Ankur Lodha, Nitin Jain HUF, Paras Bathia HUF, Pradeep JainHUF, Pravin Mutha, Priti Sumit Baid, R. A. Badaya**, Radhika Khandelwal, RanjitBaradia, Ratna Bathia, Rachita Khandelwal, Sandhya Agarwal, Sanjay M Shah*,Sneha Agarwal, Saurabh Agarwal, Sangeeta Sunil Jain, Seema Mutha, ShubhamSunil Jain, Sonam Koowal**,Subhash Agarwal HUF, Sunil M. Jain HUF, SunitaC. Runwal, Swati Mehta, Tisha H. Jani*, Urmila Badaya**, Vijaya K. Raisoni,VikasKhandelwal, Vishal D. Khandelwal, Yogesh Bathia.

Badya Stock**, Esam Share & Stock Brokers Pvt. Ltd., Goodluck Enterprises,Deity Commercial Pvt. Ltd., Mumbai Stock Brokers Pvt. Ltd., Mutha ResourcesPvt. Ltd., Nalanda Mercantiles Pvt. Ltd., Neharaj Stock Brokers Pvt. Ltd., PinkyVenture Pvt***, Ltd., Ringman Investments & Finance Company Pvt. Ltd., ShreeSwati Investments.

Description of relationship

Subsidiary Comp any

Key Managerial Persons:

Relatives of Key ManagerialPersons:

Companies/ Firms over which theKey Managerial Persons/ Relativeshave significant influence orcontrol:

* from 05/09/2019, **Upto 05/09/2019, ***upto 22/10/2019


75


b) Compensation of Key Management Personnel of the Comp any

Key management personnel are those individuals who have the authority and responsibility for planning and exercisingpower to directly or indirectly control the activities of the Company and its employees. The Company includes the membersof the Board of Directors which include Independent Directors (and its Sub-Committees) and Executive Committee tobe Key Management Personnel for the purposes of Ind AS 24 Related Party Disclosures.

c) Transactions with Key Management Personnel of the Comp any

The Company enters into transactions, arrangements and agreements involving Directors, Senior Management and theirBusiness Associates, or close Family Members, in the ordinary course of business under the same commercial and marketterms, interest and commission rates that apply to non-related parties.

d) Details of related p arty transactions during the year ended 31st March, and balance out standing as at31st March, 2020 ( Rupees in Lakhs )

Particulars Relationship Current Previous

Year Year

1) Brokerage received

M/s. Mumbai Stock Brokers Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 9.95 12.25

M/s. Nalanda Mercantiles Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 3.66 3.48

2) Brokerage paid

M/s. Esam Share & Stock Brokers Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 76.01 101.08



M/s. Neharaj Stock Brokers Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 76.94 77.56

3) Remuneration paid

Mr. Anil Mutha Key Managerial Persons 28.72 33.65

Mr. Dinesh Khandelwal Key Managerial Persons 14.82 24.72

Mr. Paras Bathia Key Managerial Persons 26.75 31.25

Mr. Subhash Agarwal Key Managerial Persons 12.43 12.38

Mr. Sunil Jain Key Managerial Persons 26.05 33.52

e) Disclosure in respect of major related p arty transactions during the year: ( Rupees in Lakhs )

Particulars

SubsidiaryComp any

Key ManagerialPersons

Relative of KeyManagerial

Persons

Companies /Firms/controlled

by Key ManagerialPersons/Relatives

Total

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

Brokerage received - - 1.67 0.99 6.74 7.14 17.52 23.33 25.93 31.46

Brokerage paid - - - - 4.97 0.15 249.34 283.18 254.31 283.33

Remuneration paid - - 109.04 135.51 20.00 12.80 - - 129.04 148.31

Rent paid - - 6.21 6.21 1.40 9.23 11.96 11.96 19.57 27.40

Dividend paid - - 36.37 36.34 13.83 13.84 15.87 15.87 66.07 66.05

Interest received - - - - 0.21 - - - 0.21 -

PMS fees received - - - - 0.78 - 0.10 0.38 0.88 0.38

Outstanding balance at the end of the year 31st March, 2020.

Loan receivable - - - - - - - - - -

Trade receivables - - 0.22 - 92.60 32.03 41.61 - 134.43 32.03

Trade payables - - 15.35 - 30.17 70.87 169.04 90.15 214.56 161.02


76


( Rupees in Lakhs )


Year Year

4) Rent paid


M/s. Ringmen Investment & Finance Co Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 6.13 6.13

M/s. Shree Swati Investments Companies/Firms/controlled by Key Managerial Persons/Relatives 4.37 4.37

M/s. Sunil Jain Huf Relative of Key Managerial Persons - 7.20

5) Dividend Paid




6) Interest Received

Mr. Sanjay M. Shah Relative of Key Managerial Persons 0.21 -

7) PMS Fees Received

Mutha Resources Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 0.10 0.38

Mr. Paras Bathia Huf Relative of Key Managerial Persons 0.56 -

Mr. Pravin Mutha Relative of Key Managerial Persons 0.11 -

Mr. Seema Mutha Relative of Key Managerial Persons 0.12 -

8) Trade receivables

Ms Sandhya Subhash Agarwal Relative of Key Managerial Persons 41.00 -

M/s Subhash Agarwal Huf Relative of Key Managerial Persons 48.45 -

M/s. Deity Commercial Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 41.61 -

Mr. Vikas Khandelwal Relative of Key Managerial Persons - 29.12

9) Trade payables


M/s. Deity Commercial Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives - 43.27




Ms Sandhya Subhash Agarwal Relative of Key Managerial Persons - 17.81

M/s Subhash Agarwal Huf Relative of Key Managerial Persons - 27.43

Ms Swati Mehta Relative of Key Managerial Persons 17.11 24.98

Note 40 : Financial Risk Management

(A) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changein market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risksuch as equity price risk and commodity/real estate risk.

(i) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because ofchanges in foreign exchange rates.

Foreign Currency Risk Management

In respect of the foreign currency transactions, the Company does not hedge the exposures since the managementbelieves that the same is insignificant in nature and will not have a material impact on the Company.


77

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof change in market interest rates. The management is responsible for the monitoring of the Company interest rateposition. Various variables are considered by the management in structuring the Company's borrowings to achievea reasonable and competitive cost of funding.

In respect of fluctuating interest rate, the Company does not have any borrowings from banks and financial institutionand therefore the Company is not significantly exposed to interest rate risk.

(iii) Market Price Risk

The Company is exposed to market price risk, which arises from FVTPL and FVOCI investments. The managementmonitors the proportion of these investments in its investment portfolio based on market indices. Material investmentswithin the portfolio are managed on an individual basis and all buy and sell decisions are approved by the appropriateauthority.

(B) Credit RiskCredit risk is the risk that the Company will incur a loss because its customers or counterparties fail to discharge theircontractual obligation. The Company manages and controls credit risk by setting limits on the amount of risk it is willingto accept for individual counterparties, and by monitoring exposures in relations to such limits. The Company’s exposureto credit risk arises meagerly from trade receivables. Therefore, the Company applies Ind AS 109 simplified approachto measuring expected credit losses (ECLs) for trade receivables at an estimated rate decided by the management.

Other financial assets like security deposits, loans and bank deposits are mostly with exchange, lease rent and banksand hence, the Company does not expect any credit risk with respect to them.

The carrying amount of financial assets represents the maximum credit exposure. The movement in Expected creditloss are as follows:

( Rupees In Lakhs )

Particulars Carrying Amount Carrying Amount Carrying Amount

As at 31 st March, 2020 As at 31st March, 2019 As at 1st April, 2018

Opening Balance 5.10 3.82 -

Impairment Loss recognized 0.77 1.28 3.82

Closing Balance 5.87 5.10 3.82

(C) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or atreasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities andthe availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company’sfinance team is responsible for liquidity, funding as well as settlement management. In addition, processes and policiesrelated to such risks are overseen by senior management. Management monitors the Company’s liquidity position throughrolling forecasts on the basis of expected cash flows.

The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest dateon which the Company can be required to pay. In the table below, borrowings include both interest and principal cashflows.

Contractual maturities of financial liabilities ( Rupees In Lakhs )

Particulars Carrying Amount Less than 1 year 1 to 5 years More than 5 years

As at March 31 st, 2020Trade payables 3,134.73 3,134.73 - -Other financial liabilities 41.91 41.91 - -

Total Financial Liabilities 3,176.64 3,176.64 - -



As at April 1 st, 2018Trade payables 2,502.16 2,502.16 - -Other financial liabilities 18.45 18.45 - -




78

Note 41 : Fair V alue Management

i. Accounting classification and fair values

The following t able shows the carrying amount and fair values of financial asset s and financial liabilities,including their levels in the fair value hierarchy: ( Rupees In Lakhs )


The carrying value and fair value of financial instrument s by categories as of 31 st March, 2019 are as follows: ( Rupees In Lakhs )

The carrying value and fair value of financial instrument s by categories as of 31 st March, 2020 are as follows:( Rupees In Lakhs )

Particular

1st April, 2018

Carrying Amount Fair Value

FVPL FVOCIAmortised

Cost Total Level 1 Level 2 Level 3 Total

FINANCIAL ASSETSInvestments - 601.52 - 601.52 575.32 4.57 75.63 655.52Security Deposits- Lease rent - - 77.45 77.45 - - - -Trade Receivables - - 719.56 719.56 - - - -Loans - - 199.17 199.17 - - - -Cash and Cash Equivalents - - 712.79 712.79 - - - -Other Bank Balances - - 5,224.16 5,224.16 - - - -Other Financial Assets - - 146.55 146.55 - - - -Total financial asset s - 601.52 7,079.68 7,681.20 575.32 4.57 75.63 655.52

FINANCIAL LIABILITIESTrade payables - - 2,502.16 2,502.16 - - - -Other financial liabilities - - 18.45 18.45 - - - -Total financial liabilities - - 2,520.61 2,520.61 - - - -

Particular

31st March, 2019


FVPL FVOCIAmortised


FINANCIAL ASSETSInvestments - 595.38 - 595.38 567.30 4.34 75.63 647.27Security Deposits- Lease rent - - 86.25 86.25 - - - -Trade Receivables - - 668.44 668.44 - - - -Loans - - 167.45 167.45 - - - -Cash and Cash Equivalents - - 1,270.11 1,270.11 - - - -Other Bank Balances - - 4,768.73 4,768.73 - - - -Other Financial Assets - - 315.72 315.72 - - - -Total financial asset s - 595.38 7,276.70 7,872.08 567.30 4.34 75.63 647.27


Particular

31st March, 2020


FVPL FVOCIAmortised


FINANCIAL ASSETSInvestments - 742.96 - 742.96 726.78 3.35 75.63 805.76Security Deposits- Lease rent - - 86.25 86.25 - - - -Trade Receivables - - 880.48 880.48 - - - -Loans - - 138.17 138.17 - - - -Cash and Cash Equivalents - - 1,308.95 1,308.95 - - - -Other Bank Balances - - 4,880.15 4,880.15 - - - -Other Financial Assets - - 305.99 305.99 - - - -Total financial asset s - 742.96 7,599.99 8,342.95 726.78 3.35 75.63 805.76



79

The management assessed that the fair value of cash and cash equivalent, and other current financial assets and liabilitiesapproximate their carrying amounts largely due to the short term maturities of these instruments.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equitysecurities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financialassets held by the Company is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniqueswhich maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significantinputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level3. This is the case for unlisted equity securities and investment in private equity funds.

ii. Valuation technique used to determine fair value

Specific Valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of unquoted equity instruments has been measured on the basis of their networth and valuation oftheir shares.

- the fair value of equity shares of group companies are measured at cost.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis

iii. Valuation processes

The finance department of the Company includes a team that performs the valuations of financial assets and liabilitiesrequired for financial reporting purposes, including level 3 fair values.

Note 42 : Capit al Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizingthe return to stakeholder through the optimization of the debt and equity balance.

For the purpose of the Company’s capital management, capital includes issued capital and other equity reserves. The primaryobjective of the Company’s capital management is to maximize shareholders value. The Company manages its capitalstructure and makes adjustments in the light of changes in economic environment and the requirements of the financialcovenants.

Note 43 : First T ime Adoption of Ind AS


These are the Company’s first financial statements prepared in accordance with Ind AS. The accounting policies set outin Note 2 have been applied in preparing the financial statements for the year ended 31st March, 2020, the comparativeinformation presented in these financial statements for the year ended 31st March, 2019 and in the preparation of an openingInd AS balance sheet at 1st April, 2018 (the Company's date of transition). In preparing its opening Ind AS balance sheet,the Company has adjusted the amounts reported previously in financial statements prepared in accordance with theaccounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevantprovisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to IndAS has affected the Company's financial position, financial performance and cash flows is set out in the following tablesand notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transitionfrom previous GAAP to Ind AS.

Ind AS optional exemptions

i. Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant andequipment and intangible assets covered by Ind AS 38 - Intangible Assets as recognised in the financial statementsas at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at thedate of transition. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangibleassets at their previous GAAP carrying value.

ii. Designation of previously recognised financial instrument s

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts andcircumstances at the date of transition to Ind AS. The Company has elected to apply this exemption for its investmentin equity investments.



80

Ind AS mandatory exceptions

The Company has applied the following exceptions from full retrospective application of Ind AS as mandatory required underInd AS 101:

Estimates:

An entity’s estimates in accordance with Ind As at the date of transition to Ind AS shall be consistent with estimates madefor the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies),unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1st April, 2018 are consistent with the estimates as at the same date made in conformity with previousGAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these werenot required under previous GAAP:

1) Investment in equity instruments carried at ACM, FVPL or FVOCI;

2) Impairment of financial assets based on expected credit loss model. Consequently, the Company has applied the aboverequirement prospectively.

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. Thefollowing tables represent the reconciliations from previous GAAP to Ind AS.

i. Reconciliation of tot al equity between GAAP and Ind As as at March 31, 2019 and April 1, 2018

( Rupees In Lakhs )


Particular As at As at31st March, 2019 1st April, 2018

Total equity (shareholder ’s funds) as per previous GAAP 6,028.49 5,683.71

Adjustment s:

Gain/(Loss) on Fair Valuation of Investment - Inclusive OCI (6.50) 182.60

Impact of Revaluation of Security Deposits at Amortised Cost - (1.36)

Impairment on financial instruments (5.10) (3.82)

Actuarial gain/ (loss) on post retirement benefit plans 25.68 14.90

Deferred tax on adjustment on above (3.43) 0.62

Total adjustment s 10.65 192.94

Total equity as per Ind AS 6,039.14 5,876.65

ii. Reconciliation of profit as per Ind As with profit reported under GAAP for the year ended March 31, 2019

( Rupees In Lakhs )

Particular As at31st March, 2019

Profit af ter t ax as per previous GAAP 469.89

Adjustment s:

Gain/(Loss) on Sale of Equity Instruments (221.21)

Impact of Revaluation of Security Deposits at Amortised Cost 1.36

Impairment on financial instruments (1.28)

Actuarial gain/ (loss) on post retirement benefit plans 1.94

Deferred tax on adjustment on above (3.02)

Total adjustment s (222.21)

Profit af ter t ax as per Ind AS 247.68

Other comprehensive income (net of t ax) 39.92

Total comprehensive income as per Ind AS 287.60


81

C. Notes to first-time adoption:

Note 1: Fair valuation of investment s

Under the previous GAAP, investments in equity instruments and mutual funds were classified as long-term investmentsor current investments based on the intended holding period and reliability. Long-term investments were carried at costless provision for other than temporary decline in the value of such investments. Current investments were carried atlower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resultingfair value changes of these investments (other than equity instruments designated as at FVOCI) have been recognisedin retained earnings as at the date of transition and subsequently in the profit or loss for the year ended March 31,2019. This increased the retained earnings by Rs. 6.23 in lakhs as at March 31, 2019 (April 1, 2018 Rs. 182.60 inlakhs).

Note 2: Deferred t ax

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differencesbetween taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxesusing the balance sheet approach, which focuses on temporary differences between the carrying amount of an assetor liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognitionof deferred tax on new temporary differences which was not required under Indian GAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, theCompany has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlyingtransaction in retained earnings.

Note 3: Remeasurement of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts includedin the net interest expense on the net defined benefit liability are recognised in other comprehensive income insteadof profit or loss under the previous GAAP. As a result of this change, the profit for the year ended March 31, 2019increased by Rs.1.94 in lakhs. There is impact of Rs. 25.68 in lakhs on the total equity as at 31 March 2019.

Note 4: Ret ained earnings

Retained earnings as at April 1, 2018 has been adjusted consequent to the above Ind AS transition adjustments.

Note 5: Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period,unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or lossbut are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of definedbenefit plans, foreign exchange differences arising on translation of foreign operations, effective portion of gains andlosses on cash flow hedging instruments and fair value gains or (losses) on FVOCI equity instruments. The conceptof other comprehensive income did not exist under previous GAAP.


This is the S tatement of Notes to FinancialStatement referred to in our report of even date














82

INDEPENDENT AUDITORS' REPORT ONCONSOLIDATED FINANCIAL STATEMENTS

ToTHE MEMERS OFJOINDRE CAPITAL SERVICES LTD.

Report on the Audit of the Consolidated FinancialStatement s

Opinion

We have audited the accompanying consolidatedfinancial statements of JOINDRE CAPITAL SERVICESLTD ("the holding Company") and its subsidiary (theCompany and its subsidiary together referred to as"the Group"), which comprise the Consolidated BalanceSheet as at March 31, 2020, the ConsolidatedStatement of Profit and Loss (including OtherComprehensive Income), the Consolidated Cash FlowStatement and the Consolidated Statement of Changesin Equity for the year then ended, and a summaryof the significant accounting policies and other explanatoryinformation (hereinafter referred to as "the consolidatedfinancial statements").

In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidconsolidated financial statements give the informationrequired by the Companies Act, 2013 (the "Act") inthe manner so required and give a true and fair viewin conformity with the Indian Accounting Standardunder section 133 of the Act read with the Companies(Indian Accounting Standard) Rules, 2015, as amended,("Ind AS") and other accounting principles generallyaccepted in India, of the consolidated state of affairs

of the Group as at March 31, 2020, the consolidatedprofit and its consolidated cash flows for the yearended on that date.

Basis for Opinion

We conducted our audit of the consolidated financialstatements in accordance with the Standards onAuditing specified under section 143(10) of the Act.Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for theAudit of the Consolidated Financial Statements sectionof our report. We are independent of the Group inaccordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India (ICAI)together with the independence requirements that arerelevant to our audit of the consolidated financialstatements under the provisions of the Act and theRules made thereunder, and we have fulfilled ourother ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained issufficient and appropriate to provide a basis for ouraudit opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters ('KAM') are those matters that, inour professional judgment, were of the most significancein our audit of the consolidated financial statementsof the current period. These matters were addressedin the context of our audit of the consolidatedfinancial statements as a whole, and in forming ouropinion thereon, and we do not provide a separateopinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter How our Audit addressed the matter

First time adoption of Ind AS accounting framework

The company has adopted Ind AS accounting frameworkeffective from 01st April 2019 (transition date being01st April 2018). Refer significant accounting policies2a(i) and Note 43 - First time adoption of Ind AS.

The major impact on the financials are given below:

i) Classification and measurement of financialinstrument.

ii) Additional Disclosures as per the requirements ofInd AS

The first adoption time of Ind AS accounting frameworkhas been identified as key audit matter since it hassignificant impact in the financial statement of thecurrent year and includes significant judgments of themanagement.

The procedures as given below are being followed

Design/Control :

l Assessed the design, implementation and operatingeffectiveness of key internal controls overmanagement's evaluation of transition date choicesand exemptions availed in line with the Ind AS 101.

Subst antive T est :

l Evaluated the management exemptions and judgmentsavailed in First Time adoption of Ind AS.

l Understand the managements approach for Firsttime adoption of Ind AS and test check.

l Assessed areas of significant estimates andmanagement judgment on transition in line with IndAS principles.

l Evaluate that appropriate disclosures as required byInd AS are presented in the financial statements.


83

Information Other than the Consolidated FinancialStatement s and Auditor's Report Thereon

The Company's Board of Directors is responsible for thepreparation of the other information. The other informationcomprises the information included in the Annual report,but does not include the consolidated financial statementsand our auditor's report thereon.

Our opinion on the consolidated financial statements doesnot cover the other information and we do not express anyform of assurance conclusion thereon.

In connection with our audit of the consolidated financialstatements, our responsibility is to read the other informationand, in doing so, consider whether the other information ismaterially inconsistent with the consolidated financialstatements or our knowledge obtained during the courseof our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information;we are required to report that fact. We have nothing toreport in this regard.

Responsibilities of the Management for the ConsolidatedFinancial S tatement s

The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect topreparation of these consolidated financial statements thatgive a true and fair view of the consolidated financialposition, consolidated financial performance, consolidatedtotal comprehensive income, consolidated changes in equityand consolidated cash flows of the Group in accordancewith the accounting principles generally accepted in India,including the Indian Accounting Standards (Ind AS) specifiedunder section 133 of the Act. The Holding Company'sBoard of Directors is also responsible for ensuring accuracyof records including financial information considered necessaryfor preparation of consolidated financial statements. Further,in terms of provisions of the Act the respective Board ofDirectors of the companies included in the Group areresponsible for maintenance of the adequate accountingrecords in accordance with the provisions of the Act forsafeguarding the assets of the Group and for preventingand detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent;and design, implementation and maintenance of adequateinternal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of theconsolidated financial statements that give a true and fairview and are free from material misstatement, whether dueto fraud or error, which have been used for the purpose ofpreparation of the consolidated financial statements by theDirectors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, therespective Board of Directors of the companies included inthe Group are responsible for assessing the Group's abilityto continue as a going concern, disclosing, as applicable,

matters related to going concern and using the goingconcern basis of accounting unless management eitherintends to liquidate the Group or to cease operations, orhas no realistic alternative but to do so.

The respective Board of Directors of the companies includedin the Group are also responsible for overseeing thefinancial reporting process of the Group.

Auditor's Responsibilities for the Audit of the ConsolidatedFinancial S tatement s

Our objectives are to obtain reasonable assurance aboutwhether the consolidated financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith Standards on Auditing will always detect a materialmisstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on thebasis of these consolidated financial statements.

As part of an audit in accordance with Standards onAuditing, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

l Identify and assess the risks of material misstatementof the consolidated financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.

l Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under section143(3)(i) of the Act, we are also responsible for expressingour opinion on whether the Company and its subsidiarycompanies covered under the act, has adequate internalfinancial controls system in place and the operatingeffectiveness of such controls.

l Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.

l Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditionsthat may cast significant doubt on the ability of theGroup to continue as a going concern. If we concludethat a material uncertainty exists, we are required todraw attention in our auditor's report to the relateddisclosures in the consolidated financial statements or,if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the audit


84

evidence obtained up to the date of our auditor's report.However, future events or conditions may cause theGroup to cease to continue as a going concern.

l Evaluate the overall presentation, structure and contentof the consolidated financial statements, including thedisclosures, and whether the consolidated financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.

l Obtain sufficient appropriate audit evidence regardingthe financial information of the entities or businessactivities within the Group to express an opinion on theconsolidated financial statements. We are responsiblefor the direction, supervision and performance of theaudit of the financial statements of such entities includedin the consolidated financial statements.

We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.

We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.

From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the consolidated financialstatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicatedin our report because the adverse consequences of doingso would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirement s

1. As required by Section 143(3) of the Act, based on ouraudit we report to the extent applicable that:

a) We have sought and obtained all the informationand explanations which to the best of our knowledgeand belief were necessary for the purposes of ouraudit of the aforesaid consolidated financialstatements.

b) In our opinion, proper books of account as requiredby law relating to preparation of the aforesaidconsolidated financial statements have been keptso far as it appears from our examination of thosebooks.

c) The Consolidated Financial Statements dealt withby this Report are in agreement with the relevantbooks of account maintained for the purpose ofpreparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations receivedfrom the directors of the Company as on March 31,2020 taken on record by the Board of Directors ofthe Holding Company and its subsidiariesincorporated in India and the reports of the statutoryauditors of its subsidiary companies incorporatedin India, none of the directors of the Group companiesincorporated in India is disqualified as on March31, 2020 from being appointed as a director interms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financialcontrols over financial reporting of the holdingcompany and its subsidiaries covered under theAct and the operating effectiveness of such controls,refer to our separate report in 'Annexure A'. Ourreport expresses an unmodified opinion on theadequacy and operating effectiveness of theCompany's internal financial controls over financialreporting.

g) In our opinion and according to the information andexplanations given to us, the remuneration paid bythe Company to its directors during the currentyear is in accordance with the provisions of Section197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down underSection 197 of the Act. The Ministry of CorporateAffairs has not prescribed other details underSection 197(16) which are required to be commentedupon by us..

h) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our informationand according to the explanations given to us:

i. The Company's pending litigations on its financialposition is shown in Note 32 in its financialstatements.

ii. The Company did not have any long - termcontracts including derivative contracts for whichthere were any material foreseeable loses.

iii. There has been no delay in transferring amounts,required to be transferred, to the InvestorEducation and Protection Fund by the Company.




Place : Mumbai Membership No. 038560Date : 30/06/2020 UDIN: 20038560AAAABJ1530


85

ANNEXURE - A TO THE AUDITORS' REPORT

Report on the Internal Financial Controls under Clause(i) of Sub-section 3 of Section 143 of the Comp aniesAct, 2013 ("the Act")

In conjunction with our audit of the consolidated financialstatements of Joindre Capital Services limited as of and forthe year ended March 31, 2020, we have audited theinternal financial controls over financial reporting of JOINDRECAPITAL SERVICES LTD (hereinafter referred to as "HoldingCompany") and its subsidiary companies, covered underthe act, as of that date.

Management's Responsibility for Internal FinancialControls

The respective Board of Directors of the holding Companyand its subsidiary companies, covered under the act, areresponsible for establishing and maintaining internal financialcontrols based on the internal control over financial reportingcriteria established by the Holding Company consideringthe essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the 'Guidance Note) issued by theInstitute of Chartered Accountants of India ("the ICAI").These responsibilities include the design, implementationand maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly andefficient conduct of its business, including adherence to therespective company's policies, the safeguarding of itsassets, the prevention and detection of frauds and errors,the accuracy and completeness of the accounting records,and the timely preparation of reliable financial information,as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the internalfinancial controls over financial reporting of the HoldingCompany and its subsidiary companies, covered under theact, based on our audit. We conducted our audit inaccordance with the Guidance Note by the Institute ofChartered Accountants of India and the Standards onAuditing, prescribed under Section 143(10) of the CompaniesAct, 2013, to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Noterequire that we comply with ethical requirements and planand perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls overfinancial reporting was established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financialcontrols system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding ofinternal financial controls over financial reporting, assessingthe risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selecteddepend on the auditor's judgement, including the assessmentof the risks of material misstatement of the financialstatements, whether due to fraud or error.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the internal financial controls system overfinancial reporting of the Holding Company and its subsidiarycompanies, covered under the act.

Meaning of Internal Financial Controls over FinancialReporting

A company's internal financial control over financial reportingis a process designed to provide reasonable assuranceregarding the reliability of financial reporting and thepreparation of financial statements for external purposes inaccordance with generally accepted accounting Principles.A company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accuratelyand fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurancethat transactions are recorded as necessary to permitpreparation of financial statements in accordance withgenerally accepted accounting principles, and that receiptsand expenditures of the company are being made only inaccordance with authorizations of management and directorsof the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company's assets thatcould have a material effect on the financial statements.

Inherent Limit ations of Internal Financial Controls overFinancial Reporting

Because of the inherent limitations of internal financialcontrols over financial reporting, including the possibility ofcollusion or improper management override of controls,material misstatements due to error or fraud may occur andnot be detected. Also, projections of any evaluation of theinternal financial controls over financial reporting to futureperiods are subject to the risk that the internal financialcontrol over financial reporting may become inadequatebecause of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, the Companyand its subsidiary companies, covered under the act, have,in all material respects, an adequate internal financialcontrols system over financial reporting and such internalfinancial controls over financial reporting were operatingeffectively as at March 31, 2020, based on the internalcontrol over financial reporting criteria established by therespective companies considering the essential componentsof internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issuedby the Institute of Chartered Accountants of India.




Place : Mumbai Membership No. 038560Date : 30/06/2020 UDIN: 20038560AAAABJ1530


86

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2020

( Rupees in Lakhs )

Particulars Note No. As at As at As at31st March, 2020 31st March, 2019 1st April, 2018

I) ASSETS1. Financial Asset s

a) Cash and Cash Equivalents 4 1,325.24 1,285.66 746.74b) Bank Balance other than (a) above 5 4,893.12 4,810.70 5,256.79c) Receivables

i) Trade Receivables 6 880.48 670.38 719.80d) Loans 7 138.17 167.45 199.17e) Investments 8 667.33 519.75 525.89f) Other Financial Assets 9 486.55 482.02 294.25

Sub-Total Financial Asset s (A) 8,390.89 7,935.96 7,742.64

2. Non-Financial Asset sa) Current Tax Assets (Net) 10 26.27 2.61 0.08b) Deferred Tax Assets (Net) 11 26.32 41.77 23.52c) Property, Plant and Equipment 12 42.36 39.46 32.36d) Other Intangible Assets 12 7.88 7.71 11.89e) Other Non-Current Assets 13 751.79 751.47 740.12

Sub-Total Non-Financial Asset s (B) 854.62 843.02 807.97

Total Asset s (A+B) 9,245.51 8,778.98 8,550.61

II) LIABILITIES AND EQUITYLiabilities1. Financial Liabilities

a) PayablesI) Trade Payablesi) total outstanding dues of micro enterprises - - -

and small enterprisesii) total outstanding dues of creditors other than

micro enterprises and small enterprises 14 3,134.73 2,626.71 2,514.53b) Other Financial Liabilities 15 42.41 29.15 18.78

Sub-tot al Financial Liabilities (A) 3,177.14 2,655.86 2,533.31

2. Non-Financial Liabilitiesa) Current Tax Liabilities (Net) 16 - - 30.01b) Other Non-Financial Liabilities 17 36.22 34.39 62.04

Sub-Total Non-Financial Liabilities (B) 36.22 34.39 92.05

3. Equitya) Equity Share Capital 18 1,383.65 1,383.65 1,383.65b) Other Equity 19 4,648.50 4,705.08 4,541.60

Sub-Total Equity (C) 6,032.15 6,088.73 5,925.25

Total Liabilities and Equity (A+B+C) 9,245.51 8,778.98 8,550.61


This is the Consolidated Balance Sheet referredto in our report of even date













87

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020

( Rupees In Lakhs )

Particulars Note No. Year ended Year ended31st March, 2020 31st March, 2019

Revenue from Operations(i) Interest Income 20 436.38 485.64(ii) Dividend Income 21 6.68 1.98(iii) Fees and Commission Income 22 1,494.51 1,661.69(iv) Other Operating Income 23 145.69 178.37

1) Total Revenue from Operations 2,083.26 2,327.682) Other Income 24 6.75 60.16

3) Total Income ( 1+2 ) 2,090.01 2,387.84

Expenses(i) Finance Cost 25 28.16 22.87(ii) Fees and Commission Expense 26 942.97 1,041.93(iii) Impairment on Financial Instruments 27 0.77 1.28(iv) Employee Benefit Expense 28 485.96 487.16(iv) Depreciation and Amortisation Expense 29 13.90 20.14(v) Other Expenses 30 459.83 471.24

4) Total Expenses 1,931.59 2,044.62

5) Profit before Exceptional Items and T ax 158.42 343.226) Exceptional Items - -7) Profit before T ax 158.42 343.22

Income T ax Expense:i) Current Tax 13.50 112.46ii) MAT credit entitlement 28.25 (19.35)iii) Tax adjustment of earlier years (0.07) 1.37iv) Deferred Tax (0.40) 0.078) Total Tax Expense 41.28 94.55

9) Profit/(Loss) for the year 117.14 248.67

Other Comprehensive Incomea) Items that will not be reclassified to profit or loss

i) Remeasurement in fair valuation of equity instruments (74.06) 6.22ii) Gain/(Loss) on sale of equity instruments 16.56 25.89iii) Actuarial gain/ (loss) on post retirement benefit plans (3.71) 8.84iv) Deferred tax impact on the above 12.39 (1.03)

b) Items that will be reclassified to profit or loss - -

10) Total other Comprehensive Income (48.82) 39.92

11) Total Comprehensive Income for the year ( 9-10 ) 68.32 288.59

Earnings per Equity Share for Profit attribut able to Equity ShareholdersBasic ( in Rs. ) 0.85 1.80

Diluted ( in Rs. ) 0.85 1.80

The accomp anying notes 1 to 43 form an integral p art of the financial st atement s.

This is the Consolidated S tatement of Profit andLoss referred to in our report of even date













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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER EXPLANA TORY INFORMATION

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31st MARCH, 2020

a) Equity Share Capit al ( Rupees in Lakhs )

Particulars Number of Shares Amount (In Lakhs)

As at 1 st April, 2018 13,836,460 1,383.65


As at 31 st March, 2019 13,836,460 1,383.65


As at 31 st March, 2020 13,836,460 1,383.65

This is the S tatement of changes in Equityreferred to in our report of even date













b) Other Equity

Total

OtherComprehensive

IncomeEquity

Instrument sthrough othercomprehensive

income

Reserves and Surplus

GeneralReserve

RetainedEarnings

Particulars

Balance as at 1 st April, 2018 50.00 4,491.60 - 4,541.60


Other comprehensive income net of tax for the year - - 39.91 39.91



Balance as at 31 st March, 2019 50.00 4,641.06 14.02 4,705.08


Other comprehensive income net of tax for the year - - (48.82) (48.82)



Balance as at 31 st March, 2020 50.00 4,649.88 (51.38) 4,648.50



89

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2020

( Rupees In Lakhs )


A) CASH FLOW FROM OPERATING ACTIVITIES:Profit/ (Loss) Before T axation: 158.42 343.21Adjustments for:Depreciation and Amortisation Expense 13.90 20.14Finance Cost 28.16 22.87Provision For Gratuity 8.33 8.52Interest Received (436.38) (485.64)Dividend Received (6.68) (1.98)Operating Profit (234.25) (92.88)Adjustment s for W orking Capit al Changes:1) (Increase) / Decrease in Trade Receivables (210.10) 49.422) (Increase) / Decrease in Loans 29.28 31.723) (Increase) / Decrease in Other Financial Assets (4.53) (187.77)4) (Increase) / Decrease in Non Current Assets (12.37) (11.03)5) Increase / (Decrease) in Trade Payables 508.02 112.186) Increase / (Decrease) in Other Financial Liabilities 13.26 10.377) Increase / (Decrease) in Other Non-Financial Liabilities 1.83 (27.65)Cash Generated From Operations 91.14 (115.64)Direct Taxes Paid (Net) (37.08) (146.38)Net Cash generated ( used ) from Operating Activities (A) 54.06 (262.02)

B) CASH FLOW FROM INVESTING ACTIVITIES:Sale of Investments 449.31 412.83Purchase of Investments (654.40) (374.57)Purchase of Property, Plant, and Equipment (16.97) (23.06)Interest Received 436.38 485.64Dividend Received 6.68 1.98Net Cash generated / (used ) from Investing Activities (B) 221.00 502.82

C) CASH FLOW FROM FINANCING ACTIVITIES:Finance Cost (28.16) (22.87)Dividend Paid ( Including Dividend Distribution Tax ) (124.90) (125.10)Net Cash generated (used) from Financing Activities (C) (153.06) (147.97)

Net Increase/ (Decrease) in Cash & Cash Equivalent s (A+B+C) 122.00 92.83

Cash and cash equivalent s as at beginning of the yearCash in Hand 1.12 1.99Bank Balance in Current Account 1,284.54 744.75Fixed Deposits with Banks 4,805.16 5,251.87Earmarked Bank Balance (Unpaid Dividend Account) 5.54 4.92Total 6,096.36 6,003.53Cash and cash equivalent s as at end of the yearCash in Hand 1.58 1.12Bank Balance in Current Account 1,323.66 1,284.54Fixed Deposits with Banks 4,886.29 4,805.16Earmarked Bank Balance (Unpaid Dividend Account) 6.83 5.54Total 6,218.36 6,096.36

Reconciliation of cash and cash equivalent s as above with cash and bank balancesCash and cash equivalents as at end of the year as per above 1,325.24 1,285.66Add:- Fixed deposits with banks 4,886.29 4,805.16Add:- Unpaid dividend account 6.83 5.54Total Cash and bank balance equivalent s as at end of the year 6,218.36 6,096.36

This is the S tatement of Consolidated Profitand Loss referred to in our report of even date

For M/s S. Rakhecha & Co.Chartered AccountantsFirm Registration No. : 108490WS. B. RakhechaProprietorMembership No. 038560Place : MumbaiDated : 30th June, 2020


Anil Mutha Chairman (DIN 00051924)Subhash Agarwal Whole Time Director (DIN 00022127)Dinesh Khandelwal Whole Time Director (DIN 00052077)Sunil Jain Whole Time Director (DIN 00025926)Paras Bathia Whole Time Director (DIN 00056197)Veepin Thokal Independent Director (DIN 00511258)

Vijay Pednekar Company SecretaryPramod Surana Chief Financial Officer

Notes: i) The above Statement of Cash Flows has been prepared under indirect method as set out in Ind AS 7, 'Statement of Cash Flows', as specifiedunder section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015 (as amended).

ii) The previous year's figures have been regrouped or rearranged wherever necessary.iii) The figures in brackets are cash outflows.


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NOTES ON COSOLIDATED FINANCIALSTATEMENTS FOR THE YEAR ENDED31st MARCH, 2020Note 1 : CORPORA TE INFORMATION

General Information

Joindre Capital Services Ltd. (" JCSL" or the ' the HoldingCompany') is a public limited Group and incorporated underthe Companies Act, 1956 on 21st March, 1995. The Groupis domiciled in India and the addresses of its registered officeand principal place of business (32, Raja Bahadur Mansion,Ground Floor, Opp. Bank of Maharashtra, Mumbai SamacharMarg, Fort, Mumbai-400023, Maharashtra).

Joindre Capital Services Ltd and its subsidery ( Collectively,the Group) are registered with Securities and ExchangeBoard of India (‘SEBI’) under the Stock Brokers and Sub-Brokers Regulations, 1992 and is a member of BSE Limited,National Stock Exchange of India Limited, NationalCommodities & Dericatives Exchange Limited , MultiCommodities Exchange of India Ltd. The Group acts as astock broker to execute proprietary trades and also tradeson behalf of its clients which include retail customers (includinghigh net worth individuals), mutual funds, and corporateclients. It is registered with Central Depository Services(India) Limited in the capacity of Depository Participant andalso registered with SEBI in capacity of Research AnalystServices. The Company has been rendering PMS Services.

Note 2: SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of prep aration

(i) Compliance with Ind AS

The Consolidated Financial Statements of theGroup comply in all material aspects with IndianAccounting Standards (Ind AS) notified underSection 133 of the Companies Act, 2013 ( "the Act")read with Companies (Indian Accounting Standards)Rules, 2015 and other relevant provisions of theAct.

The Cosolidated Financial Statements up to andincluding the year ended 31st March, 2020 wereprepared in accordance with the accountingstandards notified under Companies (AccountingStandard) Rules, 2006 (as amended) under the Actread with Rules 7 of the Companies ( Accounts)Rules, 2014 ( as amended), and other generallyaccepted accounting principles in India (collectivelyreferred to as " Indian GAAP or " Previous GAAP")

These Cosolidated financial statements for theyear ended 31st March, 2020 are the first financialstatements of the Group under Ind AS. Refer note43 for an explanation of how the transition fromprevious GAAP to Ind AS has affected the Group’sfinancial position, financial performance and cashflows.

The Transition to Ind As has been carried out inaccordance with Ind As 101 " First Time Adoptionof Indian Accounting Standards" Accordingly, theimpact of transition has been recorded in theopening reverses as at 1st April, 2018.

The Consolidated financial statements have beenprepared using the significant accounting policiesand measurement bases summarized as below.These accounting policies have been appliedconsistently over all the periods presented in theseconsolidated financial statements, except wherethe Group has applied certain accounting policiesand exemptions under transition to Ind As.

(ii) Historical cost convention

The Consolidated financial statements have beenprepared on a historical cost basis, except for thefollowing:

- Certain financial assets and liabilities (includingderivative instruments) that is measured atfair value.

- defined benefit plans – plan assets measuredat fair value;

(iii) Preparation of consolidated financial st atement s

The Holding Company is covered in the definitionof Non-Banking Financial Group as defined inCompanies (Indian Accounting Standards)(Amendment) Rules, 2016. As per the formatprescribed under Division III of Schedule III to theCompanies Act, 2013, the Holding Group presentsthe Balance Sheet, the Statement of Profit andLoss and the Statement of Changes in Equity in theorder of liquidity. A maturity analysis of recovery orsettlement of assets and liabilities within 12 monthsafter the reporting date and more than 12 monthsafter the reporting date is presented in Note 40.

(iv) Use of estimates and judgment s

The preparation of consolidaated financialstatements in conformity with Ind AS requiresmanagement to make estimates, judgments, andassumptions that affect the application of accountingpolicies and the reported amounts of assets andliabilities (including contingent liabilities) anddisclosures as of the date of cosolidated financialstatements and the reported amounts of revenueand expenses for the reporting period. Actualresults could differ from these estimates. Accountingestimates and underlying assumptions are reviewedon an ongoing basis and could change from periodto period. Appropriate changes in estimates arerecognized in the period in which the Groupbecomes aware of the changes in circumstancessurrounding the estimates. Any revisions toaccounting estimates are recognized prospectivelyin the period in which the estimate is revised andfuture periods. The estimates and judgments thathave significant impact on carrying amount ofassets and liabilities at each balance sheet dateare discussed at note 3.

(v) Operating Cycle

Based on the nature of its activities, the Group hasdetermined its operating cycle as 12 months for thepurpose of classification of its Assets and Liabilitiesas current and non- current.


91

(b) Principles of consolidation and equity accounting

(i) Subsidiaries

The consolidated financial statements comprise offinancial statements of the Company and itssubsidiaries. The subsidiaries are all entities(including structured entities) over which the Grouphas control. The Group controls an entity when theGroup is exposed to, or has rights to, variablereturns from its involvement with the entity and hasthe ability to affect those returns through its power todirect the relevant activities of the entity. Subsidiariesare fully consolidated from the date on which controlis transferred to the Group. They are deconsolidatedfrom the date that control ceases.

The acquisition method of accounting is used toaccount for business combinations by the Group.

The Group combines the financial statements of theHolding Company and its subsidiaries line by lineadding together like items of assets, liabilities, equity,income and expenses. Inter company transactions,balances and unrealized gains on transactions withinthe Group are eliminated. Unrealized losses arealso eliminated unless the transaction providesevidence of an impairment of the transferred asset.Accounting policies of subsidiaries have beenchanged where necessary to ensure consistencywith the policies adopted by the Group.

Non-controlling interests in the results and equityof subsidiaries are shown separately in theconsolidated statement of profit or loss, consolidatedstatement of changes in equity and balance sheetrespectively. Statement of Profit and Loss includingOther Comprehensive Income (OCI) is attributableto the equity holders of the Holding Company andto the non-controlling interest basis the respectiveownership interest and such balance is attributedeven if this results in controlling interest is havinga deficit balance.

(Ii) Equity method

Under the equity method of accounting, theinvestments are initially recognized at cost andadjusted thereafter to recognize the Group’s shareof the post-acquisition profits or losses of the investeein profit or loss, and the Group’s share of othercomprehensive income of the investee in othercomprehensive income. Dividends received orreceivable from associates and joint ventures arerecognized as a reduction in the carrying amount ofthe investment.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interestin the entity, including any other unsecured long-term receivables, the Group does not recognizefurther losses, unless it has incurred obligations ormade payments on behalf of the other entity.

Unrealized gains on transactions between the Groupand its associates and joint ventures are eliminated

to the extent of the Group’s interest in these entities.Unrealized losses are also eliminated unless thetransaction provides evidence of an impairment ofthe asset transferred. Accounting policies of equityaccounted investees have been changed wherenecessary to ensure consistency with the policiesadopted by the Group.

(iii) Changes in ownership interest s

The Group treats transactions with non-controllinginterests that do not result in a loss of control astransactions with equity owners of the Group. Achange in ownership interest results in an adjustmentbetween the carrying amounts of the controlling andnon-controlling interests to reflect their relativeinterests in the subsidiary. Any difference betweenthe amount of the adjustment to non-controllinginterests and any consideration paid or received isrecognized within equity.

When the Group ceases to consolidate or equityaccount for an investment because of a loss ofcontrol, joint control or significant influence, anyretained interest in the entity is re-measured to itsfair value with the change in carrying amountrecognized in profit or loss. This fair value becomesthe initial carrying-amount for the purposes ofsubsequently accounting for the retained interest asan associate, joint venture or financial asset. Inaddition, any amounts previously recognized in othercomprehensive income in respect of that entity areaccounted for as if the Group had directly disposedof the related assets or liabilities. This may meanthat amounts previously recognized in othercomprehensive income are reclassified to profit orloss.

If the ownership interest in an associate is reducedbut joint control or significant influence is retained,only a proportionate share of the amounts previouslyrecognized in other comprehensive income arereclassified to profit or loss where appropriate.

(c) Revenue recognition

The Group recognizes revenue from contracts withcustomers based on a five step model as set out in Ind AS115, Revenue from Contracts with Customers, todetermine when to recognize revenue and at what amount.Revenue is measured based on the considerationspecified in the contract with a customer. Revenue fromcontracts with customers is recognized when servicesare provided and it is highly probable that a significantreversal of revenue is not expected to occur.

Revenue is measured at fair value of the considerationreceived or receivable. Revenue is recognized when (oras) the Group satisfies a performance obligation bytransferring a promised good or service (i.e. an asset) toa customer. An asset is transferred when (or as) thecustomer obtains control of that asset.

When (or as) a performance obligation is satisfied, theGroup recognizes as revenue the amount of the

NOTES ON COSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2020 (Contd.)


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transaction price (excluding estimates of variableconsideration) that is allocated to that performanceobligation.The Group applies the five-step approach forrecognition of revenue:

- Identification of contract(s) with customers;

- Identification of the separate performance obligationsin the contract;

- Determination of transaction price;

- Allocation of transaction price to the separateperformance obligations

- Recognition of revenue when (or as) eachperformance obligation is satisfied

(i) Brokerage fee income

It is recognized on trade date basis and is exclusiveof goods and service tax and securities transactiontax (STT) wherever applicable.

(ii) Interest income

Interest income is recognized on Effective InterestRate.

(iii) Dividend income

Dividend income is recognized in the statement ofprofit or loss on the date that the Group’s right toreceive payment is established, it is probable thatthe economic benefits associated with the dividendwill flow to the entity and the amount of dividendcan be reliably measured. This is generally whenthe shareholders approve the dividend.

iv) Port folio management commission income

Portfolio management commission is recognizedon an accrual basis in accordance with the termsof the agreement entered with asset managementGroup.

v) Depository income

Revenue in respect of income from Dp Operationis recognized on accrual basis and when nosignificant uncertainty as to it's determination orrealization exist.

vi) Other income

Revenue in respect of other income is recognizedwhen no significant uncertainty as to it'sdetermination or realization exists.

(d) Income t ax

The income tax expense or credit for the period is thetax payable on the current period’s taxable incomebased on the applicable income tax rate for eachjurisdiction adjusted by changes in deferred tax assetsand liabilities attributable to temporary differences andto unused tax losses. Current and deferred tax isrecognized in profit or loss, except to the extent that itrelates to items recognized in other comprehensiveincome or directly in equity. In this case, the tax is alsorecognized in other comprehensive income or directlyin equity, respectively.

Current T ax

Current tax is measured at the amount of tax expected tobe payable on the taxable income for the year asdetermined in accordance with the provisions of theIncome Tax Act, 1961. Current tax assets and current taxliabilities are off set when there is a legally enforceableright to set off the recognized amounts and there is anintention to settle the asset and the liability on a net basis.

Deferred T ax

Deferred income tax is provided in full, using theliability method, on temporary differences arising betweenthe tax bases of assets and liabilities and their carryingamounts. Deferred income tax is determined using taxrates (and laws) that have been enacted or substantiallyenacted by the end of the reporting period and areexpected to apply when the related deferred incometax asset is realized or the deferred income tax liabilityis settled.

Deferred tax assets are recognized for all deductibletemporary differences and unused tax losses only if itis probable that future taxable amounts will be availableto utilize those temporary differences and losses.

Deferred tax liabilities are not recognized for temporarydifferences between the carrying amount and tax basesof investments in subsidiaries where the Group is ableto control the timing of the reversal of the temporarydifferences and it is probable that the differences will notreverse in the foreseeable future.

Deferred tax assets and liabilities are offset when thereis a legally enforceable right to offset current tax assetsand liabilities and when the deferred tax balances relateto the same taxation authority.

(e) Financial instrument s

Initial recognition and measurement:

Financial assets and financial liabilities are recognizedwhen the entity becomes a party to the contractualprovisions of the instrument. Regular way purchasesand sales of financial assets are recognized on trade-date, the date on which the Group commits to purchaseor sell the asset.

At initial recognition, the Group measures a financialasset or financial liability at its fair value plus or minus,in the case of a financial asset or financial liability notat fair value through profit or loss, transaction costs thatare incremental and directly attributable to the acquisitionor issue of the financial asset or financial liability, suchas fees and commissions. Transaction costs of financialassets and financial liabilities carried at fair valuethrough profit or loss are expensed in profit or loss.Immediately after initial recognition, an expected creditloss allowance (ECL) is recognized for financial assetsmeasured at amortized cost.

When the fair value of financial assets and liabilitiesdiffers from the transaction price on initial recognition,the entity recognizes the difference as follows:

a) When the fair value is evidenced by a quoted pricein an active market for an identical asset or liability



93

(i.e. a Level 1 input) or based on a valuationtechnique that uses only data from observablemarkets, the difference is recognized as a gain orloss.

b) In all other cases, the difference is deferred andthe timing of recognition of deferred day one profitor loss is determined individually. It is eitheramortized over the life of the instrument, deferreduntil the instrument’s fair value can be determinedusing market observable inputs, or realized throughsettlement.

When the Group revises the estimates of future cashflows, the carrying amount of the respective financialassets or financial liability is adjusted to reflect the newestimate discounted using the original effective interestrate. Any changes are recognized in profit or loss.

Fair Value of Financial Instrument:

Some of the Group’s assets and liabilities are measured atfair value for financial reporting purpose. Fair value is theprice that would be received to sell an asset or paid totransfer a liability in an orderly transaction between marketparticipants at the measurement date regardless of whetherthat price is directly observable or estimated using anothervaluation technique.

Information about the valuation techniques and inputs usedin determining the fair value of various assets and liabilitiesare disclosed in Note 41.

A) Financial Asset s

(i) Classification and Subsequent Measurement

The Group has applied Ind AS 109 and classifiesits financial assets in the following measurementcategories:

- Fair Value through Profit & Loss (FVTPL)

- Fair Value through Other ComprehensiveIncome (FVTOCI)

- Amortised Cost

1. Financial asset s carried at amortised cost

A financial asset is measured at the amortised costif both the following conditions are met:

• The asset is held within a business modelwhose objective is to hold assets for collectingcontractual cash flows, and

• Contractual terms of the asset give rise onspecified dates to cash flows that are solelypayments of principal and interest (SPPI) onthe principal amount outstanding. After initialmeasurement, such financial assets aresubsequently measured at amortised costusing the effective interest rate (EIR) method.Amortised cost is calculated by taking intoaccount any discount or premium onacquisition and fees or costs that are anintegral part of the EIR. The EIR amortisationis included in interest income in the Statementof Profit and Loss.

2. Financial asset s carried at Fair V alue throughOther Comprehensive Income (FVT OCI)A financial asset shall be classified and measuredat fair value through OCI if both of the followingconditions are met:

• The financial asset is held within a businessmodel whose objective is achieved by bothcollecting contractual cash flows and sellingfinancial assets and,

• The contractual terms of the financial assetgive rise on specified dates to cash flows thatare solely payments of principal and intereston the principal amount outstanding.

3. Financial asset s carried at Fair V alue throughProfit & loss

A financial asset shall be classified and measuredat fair value through profit or loss unless it ismeasured at amortised cost or at fair value throughOCI.

4. Equity Instrument s

Equity instruments are instruments that meet thedefinition of equity from the issuer’s perspective;that is, instruments that do not contain a contractualobligation to pay and that evidence a residualinterest in the issuer’s net assets.

All investments in equity instruments classifiedunder financial assets are initially measured at fairvalue, the Group may, on initial recognition,irrevocably elect to measure the same either atFVOCI or FVTPL. The Group makes such electionon an instrument-by-instrument basis. Fair valuechanges on an equity instrument is recognised asrevenue from operations in the Statement of Profitand Loss unless the Group has elected to measuresuch instrument at FVOCI. Fair value changesexcluding dividends, on an equity instrumentmeasured at FVOCI are recognized in OCI. Amountsrecognised in OCI are not subsequently reclassifiedto the Statement of Profit and Loss. Dividendincome on the investments in equity instrumentsare recognised as ‘Revenue from operations’ in theStatement of Profit and Loss.

(ii) Impairment of financial asset s

The Group recognizes impairment allowances usingExpected Credit Losses (“ECL”) method on all thefinancial assets that are not measured at FVPTL:

ECL are probability-weighted estimate of creditlosses. They are measured as follows:

- Financial Assets that are not credit impaired– as the present value of all cash shortfallsthat are possible within 12 months after thereporting date.

- Financial Assets with significant increase incredit risk - as the present value of all cashshortfalls that result from all possible defaultevents over the expected life of the financialassets.



94

- Financial Assets that are credit impaired – asthe difference between the gross carryingamount and the present value of estimatedcash flows.

- The Group also do not recognize impairmenton investment in shares since they aremeasured at fair value.

Financial Assets are written off / fully provided forwhen there is no reasonable of recovering afinancial assets in its entirety or a portion thereof.

However, financial assets that are written off couldstill be subject to enforcement activities under theGruop’s recovery procedures, taking into accountlegal advice where appropriate. Any recoveriesmade are recognised in the Statement of Profit andLoss.

(iii) Derecognition

A financial asset is derecognised only when :

The Group has transferred the rights to receivecash flows from the financial asset or retains thecontractual rights to receive the cash flows of thefinancial asset, but assumes a contractual obligationto pay the cash flows to one or more recipients.

Where the Group has transferred an asset, theGroup evaluates whether it has transferredsubstantially all risks and rewards of ownership ofthe financial asset. In such cases, the financialasset is derecognised. Where the entity has nottransferred substantially all risks and rewards ofownership of the financial asset, the financial assetis not derecognised.

Where the Group has neither transferred a financialasset nor retains substantially all risks and rewardsof ownership of the financial asset, the financialasset is derecognised if the Gruop has not retainedcontrol of the financial asset. Where the Groupretains control of the financial asset, the asset iscontinued to be recognised to the extent ofcontinuing involvement in the financial asset.

B) Financial Liabilities

(i) Initial recognition and measurement

Financial liabilities are classified at amortised costor FVTPL. A financial liability is classified as atFVTPL if it is classified as held for trading, or it isa derivative or it is designated as such on initialrecognition. Financial liabilities at FVTPL aremeasured at fair value and net gains and losses,including any interest expense, are recognised inprofit or loss. Other financial liabilities aresubsequently measured at amortised cost usingthe effective interest method. Interest expense andforeign exchange gains and losses are recognisedin profit or loss. Any gain or loss on derecognitionis also recognised in Statement of Profit or loss.

(ii) Subsequent measurement

Financial liabilities are subsequently measured at

amortised cost using the EIR method. Financialliabilities carried at fair value through profit or lossis measured at fair value with all changes in fairvalue recognised in the Statement of Profit andLoss.

(iii) Derecognition

A financial liability is derecognised when theobligation specified in the contract is discharged,cancelled or expires.

(f) Impairment of asset s

Intangible assets are tested for impairment wheneverevents or changes in circumstances indicate that thecarrying amount may not be recoverable. An impairmentloss is recognised for the amount by which the asset’scarrying amount exceeds its recoverable amount. Therecoverable amount is the higher of an asset’s fair valueless costs of disposal and value in use. For thepurposes of assessing impairment, assets are groupedat the lowest levels for which there are separatelyidentifiable cash inflows which are largely independentof the cash inflows from other assets or groups of assets(cash- generating units). Non financial assets other thangoodwill that suffered an impairment are reviewed forpossible reversal of the impairment at the end of eachreporting period.

(g) Offsetting financial instrument s

Financial assets and liabilities are offset and the netamount is reported in the balance sheet where there isa legally enforceable right to offset the recognisedamounts and there is an intention to settle on a net basisor realise the asset and settle the liability simultaneously.The legally enforceable right must not be contingent onfuture events and must be enforceable in the normalcourse of business and in the event of default, insolvencyor bankruptcy of the Group or the counter party.

(h) Leases as per Ind AS 116:

Determining whether an arrangement cont ains alease:

The Group applies Ind AS 116 'Leases' with effectivefrom 1st April, 2019. As per the standard, the Group hasavailed the exemption from recognizing impact of Ind AS116 'Leases' as the Group has entered into the agreementof short term lease having lease term for less than 12months. Accordingly the Group directly charge the leaserentals to the profit and loss statement.

The Group determines whether a contract is (or contains)a lease is based on the substance of the contract at theinception of the lease. A contract is, or contains, a leaseif the contract conveys the right to control the use of anidentified asset for a period of time in exchange forconsideration. The Group recognises Right to Use andlease liability at the commencement of the lease period.

Subsequently the right to use is shown as at cost lessany accumulated depreciation and any accumulatedimpairment losses; and adjusted for any re-measurementof the lease liability. The Group applies depreciation



95

requirements of Ind AS 16, Property, Plant andEquipment, in depreciating the right-of-use asset andthe lease term mentioned in the contract is taken asuseful life for calculating the depreciation.

The Group measures the lease liability at the presentvalue of the lease payments. The lease payments arediscounted using incremental borrowing rate applicableto the Group for a similar term. Subsequently the leaseliability is increasing the carrying amount to reflectinterest on the lease liability; reducing the carryingamount to reflect the lease payments made; and re-measuring the carrying amount to reflect anyreassessment or lease modifications or to reflect revisedin-substance fixed lease payments.

(i) Segment reporting

The Group is engaged in business of share stockbroking & allied activities and there are no separatereportable segments.

(j) Property , plant and equipment

PPE is recognised when it is probable that futureeconomic benefits associated with the item will flow tothe Group and the cost of the item can be measuredreliably. PPE is stated at original cost, net of tax/dutycredits availed, if any, less accumulated depreciationand cumulative impairment. Freehold land is carried athistorical cost.

Cost comprises the purchase price and any attributablecosts of bringing the asset to its working condition forits intended use as estimated by the management. Anytrade discounts and rebates are deducted in arriving atthe purchase price.

Each part of an item of property, plant and equipmentwith a cost that is significant in relation to the total costof the item is depreciated separately. When significantparts of plant and equipment are required to be replacedat intervals, the Group depreciates them separatelybased on their specific useful lives. Likewise, when amajor inspection is performed, its cost is recognised inthe carrying amount of the plant and equipment as areplacement, if the recognition criteria are satisfied.

PPE not ready for the intended use, on the date of theBalance Sheet are disclosed as “Capital Work-in-Progress”.

Advances paid towards the acquisition of property, plantand equipment outstanding at each balance sheet dateis classified as capital advances under other non-current assets.

Subsequent costs are included in the asset’s carryingamount or recognised as a separate asset, asappropriate, only when it is probable that future economicbenefits associated with the item will flow to the Groupand the cost of the item can be measured reliably. Thecarrying amount of any component accounted for as aseparate asset is derecognised when replaced. All otherrepairs and maintenance are charged to profit or lossduring the reporting period in which they are incurredequipment are stated at historical cost less depreciation.

Historical cost includes expenditure that is directlyattributable to the acquisition of the items.

An item of property, plant and equipment and anysignificant part initially recognised is de-recognisedupon disposal or when no future economic benefits areexpected from its use or disposal. Any gain or lossarising on de-recognition of the asset (calculated as thedifference between the net disposal proceeds and thecarrying amount of the asset) is included in the incomestatement when the property, plant and equipment is de-recognised.Transition to Ind AS

On transition to Ind AS, the Group has elected tocontinue with the carrying value of all of its property,plant and equipment recognised as at 1st April, 2018measured as per the previous GAAP and use thatcarrying value as the deemed cost of the property, plantand equipment.

Depreciation methods, estimated useful lives andresidual value

Depreciation is calculated on a Straight-Line Method onthe basis of the useful life as specified in Schedule IIto the Companies Act, 2013. Depreciation method isreviewed at each financial year end to reflect expectedpattern of consumption of the future economic benefitsembodied in the asset.

Depreciation for additions to/deductions from, ownedAssets is calculated on pro rata basis.

Depreciation charged for impaired Assets is adjusted infuture periods in such a manner that the revised carryingamount of the asset is allocated over its remaininguseful life.

Depreciation is calculated using the straight-line methodto allocate their cost, net of their residual values, overtheir estimated useful lives specified in schedule II tothe Companies Act, 2013 except for the following:

(k) Intangible asset s

(i) Computer sof tware

Recognition and measurement

Intangible assets are recognized when it is probablethat the future economic benefits that are attributableto the assets will flow to the Group and the costof the asset can be measured reliably.

Intangible assets viz. Computer software andproduct registration, which are acquired by theGroup and have finite useful lives are measured atcost less accumulated amortisation and anyaccumulated impairment losses.

Sr.No. Particulars of Asset s Useful Life1 Office Premises 60 Years

2 Furniture and Fixtures 10 Years3 Air Conditioner 12 Years

4 Office Equipments 05 Years5 Computer Hardware 03 Years



96

The cost of intangible assets at 1st April, 2018, theGroup’s date of transition to Ind AS, was determinedwith reference to its carrying value at that date.

Amortisation

Amortisation is calculated to write off the cost ofintangible assets less their estimated residual valuesusing the straight-line method over their estimateduseful lives, and is generally recognised in profitor loss. The intangible assets are amortised overthe estimated useful lives for 6 years.

(l) Provisions and Contingent Liabilities

Provisions for legal claims, volume discounts and returnsare recognised when the Group has a present legal orconstructive obligation as a result of past events, it isprobable that an outflow of resources will be requiredto settle the obligation and the amount can be reliablyestimated. Provisions are not recognised for futureoperating losses.

Where there are a number of similar obligations, thelikelihood that an outflow will be required in settlementis determined by considering the class of obligations asa whole. A provision is recognised even if the likelihoodof an outflow with respect to any one item included inthe same class of obligations may be small.

A disclosure for a contingent liability is made when thereis a possible obligation or a present obligation that may,but will probably not, require an outflow of resources.When there is a possible obligation of a presentobligation in respect of which the likelihood of outflowof resources is remote, no provision disclosure is made.

A contingent asset is not recognised but disclosed in thefinancial statements where an inflow of economic benefitis probable.

(m) Employee benefit s

(i) Short-term obligations

Short-term employee benefits are expensed as therelated service is provided. A liability is recognisedfor the amount expected to be paid if the Group hasa present legal or constructive obligation to pay thisamount as a result of past service provided by theemployee and the obligation can be estimatedreliably. The Group has a scheme of PerformanceLinked Variable Remuneration (PLVR) whichrewards its employees based on either EconomicValue Added (EVA) or Profit before tax (PBT). ThePLVR amount is related to actual improvementmade in either EVA or PBT over the previous yearwhen compared with expected improvements.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave are not expected tobe settled wholly within 12 months after the end ofthe period in which the employees render therelated service. They are therefore measured asthe present value of expected future payments tobe made in respect of services provided byemployees up to the end of the reporting period

using the projected unit credit method. The benefitsare discounted using the market yields at the endof the reporting period that have termsapproximating to the terms of the related obligation.Remeasurements as a result of experienceadjustments and changes in actuarial assumptionsare recognised in profit or loss.

The obligations are presented as current liabilitiesin the balance sheet if the entity does not have anunconditional right to defer settlement for at leasttwelve months after the reporting period, regardlessof when the actual settlement is expected to occur.

(iii) Post-employment obligations

The Gruop operates the following post-employmentschemes:

(a) defined benefit plans such as gratuity, and

(b) defined contribution plans such as providentfund.

Gratuity obligations

The following post – employment benefit plans arecovered under the defined benefit plans:

Gratuity :

The Group’s net obligation in respect of defined benefitplans is calculated by estimating the amount of futurebenefit that employees have earned in the current andprior periods, discounting that amount and deductingthe fair value of any plan assets.

The calculation of defined benefit obligations is performedannually by a qualified actuary using the projected unitcredit method. When the calculation results in a potentialasset for the Group, the recognised asset is limited tothe present value of economic benefits available in theform of any future refunds from the plan or reductionsin future contributions to the plan.

Defined contribution plans

The Group pays provident fund contributions to publiclyadministered provident funds as per local regulations.The Group has no further payment obligations once thecontributions have been paid. The contributions areaccounted for as defined contribution plans and thecontributions are recognised as employee benefitexpense when they are due.

(iv) Bonus plans

The Group recognises a liability and an expensefor bonuses. The Group recognises a provisionwhere contractually obliged or where there is apast practice that has created a constructiveobligation.

(n) Dividends

Provision is made for the amount of any dividenddeclared, being appropriately authorised and no longerat the discretion of the entity, on or before the end ofthe reporting period but not distributed at the end of thereporting period.



97

(o) Cash and cash equ ivalent s

Cash and cash equivalent in the balance sheet comprisecash at banks and on hand and short-term depositswith an original maturity of three months or less, whichare subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cashand cash equivalents consist of cash and short- termdeposits, as defined above, net of outstanding bankoverdrafts as they are considered an integral part ofthe Group’s cash management.

(p) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

- the profit attributable to owners of the Group

- by the weighted average number of equityshares outstanding during the financial year,adjusted for bonus elements in equity sharesissued during the year and excluding treasuryshares.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figuresused in the determination of basic earnings pershare to take into account:

- the after income tax effect of interest and otherfinancing costs associated with dilutive potentialequity shares, and

- the weighted average number of additionalequity shares that would have been outstandingassuming the conversion of all dilutive potentialequity shares.

(q) Statement of Cash flow

Cosolidated Statement of Cash flow is preparedsegregating the cash flows from operating, investingand financing activities. Cash flow from operatingactivities is reported using indirect method. Under theindirect method, the net surplus is adjusted for theeffects of changes during the period in inventories,operating receivables and payables transactions of anon-cash nature.

i. Non-cash items such as depreciation, provisions,deferred taxes, unrealised foreign currency gainsand losses, and undistributed profits of associates;and

ii. All other items for which the cash effects areinvesting or financing cash flows.

(r) Rounding of amount s

All amounts disclosed in the consolidated financialstatements and notes have been rounded off to thenearest in Lakhs with two decimals as per the requirementof Schedule III, unless otherwise stated.

Note 3: KEY ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of consolidated financial statements requiresmanagement to make judgments, estimates and assumptions

in the application of accounting policies that affect thereported amounts of assets, liabilities, income and expenses.Actual results may differ from these estimates. Estimatesand underlying assumptions are reviewed on ongoingbasis. Any changes to accounting estimates are recognizedprospectively. Information about critical judgments in applyingaccounting policies, as well as estimates and assumptionsthat have the most significant effect on the amountsrecognised in the financial statements are included in thefollowing notes:

a) Provision and contingent liability: On an ongoingbasis, Group reviews pending cases, claims by thirdparties and other contingencies. For contingent lossesthat are considered probable, an estimated loss isrecorded as an accrual in consoliadated financialstatements. Loss Contingencies that are consideredpossible are not provided for but disclosed as Contingentliabilities in the consolidaated financial statements.Contingencies the likelihood of which is remote are notdisclosed in the financial statements. Gain contingenciesare not recognized until the contingency has beenresolved and amounts are received or receivable.

b) Allowance for impairment of financial asset: Judgmentsare required in assessing the recoverability of overdueloans and determining whether a provision againstthose loans is required. Factors considered includethe aging of past dues, value of collateral and anypossible actions that can be taken to mitigate the riskof non-payment.

c) Recognition of deferred tax assets: Deferred tax assetsare recognised for unused tax-loss carry forwards andunused tax credits to the extent that realisation of therelated tax benefit is probable. The assessment of theprobability with regard to the realisation of the taxbenefit involves assumptions based on the history ofthe entity and budgeted data for the future.

d) Defined benefit plans: The cost of defined benefitplans and the present value of the defined benefitobligations are based on actuarial valuation using theprojected unit credit method. An actuarial valuationinvolves making various assumptions that may differfrom actual developments in the future. These includethe determination of the discount rate, future salaryincreases and mortality rates. Due to the complexitiesinvolved in the valuation and its long - term nature, adefined benefit obligation is highly sensitive to changesin these assumptions.

e) Property, plant and equipment and Intangible Assets:Management reviews the estimated useful lives andresidual values of the assets annually in order todetermine the amount of depreciation to be recordedduring any reporting period. The useful lives andresidual values as per schedule II of the CompaniesAct, 2013 or are based on the Group’s historicalexperience with similar assets and taking into accountanticipated technological changes, whichever is moreappropriate.



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NOTES ON COSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2020

( Rupees In Lakhs )


Note 4 : Cash and Cash Equivalent s

Cash on hand 1.58 1.12 1.99

Balance with banks - in current accounts 1,323.66 1,284.54 744.75

Fixed deposits with banks (Original maturity within 3 months)* - - -

Total 1,325.24 1,285.66 746.74


Note 5 : Bank Balance other than (4) above

Earmarked balances (unpaid dividend account) 6.83 5.54 4.92

Fixed deposits with banks (original maturity more than 3 months but less than 12 months)* - 123.91 88.58

Fixed deposits with banks ( maturity more than 12 months)* 4,886.29 4,681.25 5,163.29

Total 4,893.12 4,810.70 5,256.79


Note 6 : Receivables

Trade Receivables

Secured considered good - - -

Unsecured considered good 886.35 675.48 723.62

Less: Allowances for impairment losses 5.87 5.10 3.82

Total 880.48 670.38 719.80

1) The Group Company applies the Ind AS 109 simplified approach tomeasuring expected credit losses (ECLs) for trade receivables at anestimated rate decided by the management. The ECLs are calculatedon outstanding balance of trade receivables at the year end.

2) There are trade or other receivable due from Directors or otherOfficers of the Group either severally or jointly with any otherperson. (Refer Note no.39)

Note 7 : Loans

Loans- At amortised cost

a) Others

Margin trading facility to clients 138.17 167.45 199.17

Total (a) 138.17 167.45 199.17

b) Secured/ Unsecured

Secured by tangible assets 138.17 167.45 199.17

Total (b) 138.17 167.45 199.17

Stage wise break up of loans

i) Low credit risk (stage 1) 138.17 167.45 199.17

ii) Significant increased in credit risk (stage 2) - - -

iii) Credit impaired (stage 3) - - -

Total 138.17 167.45 199.17


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Paid-up Qty. Value Qty. Value Qty. Value

Note 8 : Investment s

Name of Comp any

Non Current Investment s

Investment in Equity Share at cost

Investment in equity share at faire value through other comprehensive income

UnquotedSaurashtra Kutch Stock Exchange Ltd. 5,000 1 2.62 50 3.38 50 3.46BGSE Properties & Securities Ltd. 1 4,170 0.44 4,170 0.67 4,170 0.82Our Investment Enterprises Ltd. 10 125 0.29 125 0.29 125 0.29

QuotedACC Ltd. 10 750 7.26 - - - -Adani Power Ltd. 10 975 0.27 - - - -Affle (India) Ltd. 10 20 0.20 - - - -Amarraja Batteries Ltd. 1 - - 500 3.59 - -Ambuja Cement Ltd. 2 500 0.78 - - - -Asian Paints Ltd. 1 500 8.33 400 5.97 - -Atul Auto Ltd. 5 300 0.42 300 1.03 - -Bajaj Consumer Care Ltd. 1 1,000 1.33 1,000 3.10 - -Bata India Ltd. 5 400 4.92 - - - -Bhanderi Infracon Ltd. 10 73,200 94.21 73,200 94.21 73,200 94.21Bharat Forge Ltd. 2 1,000 2.34 1,000 5.12 - -Bosch Ltd. 10 100 9.41 - - - -BSE Ltd. 2 - - - - 25,845 195.44Carborundum Universal Ltd. 1 1,500 3.29 - - - -Castrol India Ltd. 5 500 0.50 - - - -Century Textiles Ltd. 10 1,524 4.51 - - - -Capital India Finance Ltd. 10 144 0.12 - - - -City Union Bank Ltd. 1 7,500 9.72 5,000 10.21 - -Engineers India Ltd. 5 2,000 1.20 - - - -Glaxosmithkline Con Healthcare Ltd. 10 359 35.88 - - - -GMM Pfaudler Ltd. 2 200 5.03 - - - -Gujarat Amb Exports Ltd. 2 81 0.08 - - - -HDFC Bank Ltd. 1 4,000 34.48 450 10.42 - -HDFC Life Insurance Company Ltd. 10 500 2.21 - - - -HDFC Ltd. 2 - - 525 10.33 - -Hero Motocorp Ltd. 2 200 3.19 200 5.11 - -Himadri Specialty Chemical Ltd. 1 1,500 0.44 1,500 1.76 - -Hindustan Unilever Ltd. 1 - - 850 14.52 - -Honeywell Automation India Ltd. 10 50 12.98 - - - -HDFC Ltd. 1 2,275 37.09 - - - -HPL Electric & Power Ltd. 10 92 0.02 - - - -India Motor Parts Accessories Ltd. 10 750 3.75 500 4.57 - -Info Beans Technologies Ltd. 10 201 0.15 - - - -Infosys Ltd. 1 2,000 12.81 600 4.45 - -Ircon International Ltd. 2 20 0.08 - - - -ITC Ltd. 1 1,000 1.72 - - - -Just Dial Ltd. 10 78 0.23 - - - -KCP Ltd. 1 700 0.30 700 0.61 - -KDDL Ltd. 10 75 0.09 - - - -KIC Metaliks Ltd. 2 129 0.04 - - - -


100




Name of Comp any Paid-up Qty. Value Qty. Value Qty. Value

Kirloskar Brothers Ltd. 10 147 0.13 - - - -Kotak Mahindra Bank Ltd. 2 800 10.37 800 10.69 - -L&T Technology Services Ltd. 2 200 2.32 - - - -Larsen & Toubro Ltd. 2 1,000 8.07 800 11.07 - -Ludlow Jute & Special Ltd. 10 72 0.04 - - - -Mahanagar Gas Ltd. 10 1,750 14.31 - - - -Mahindra Holidays Resort India Ltd. 10 2,000 2.78 1,250 3.00 - -Mcx Ltd. 10 200 2.26 - - - -Mitshi India Ltd. 10 13 0.01 - - - -MM Forgings Ltd. 10 1,000 1.66 1,000 5.44 - -Morepen Laboratories Ltd. 2 600 0.06 - - - -Nucleus Software Exports Ltd. 10 1,250 2.21 1,250 4.24 - -Permanent Magnets Ltd. 10 68 0.05 - - - -Petronet Lng Ltd. 10 1,000 2.00 - - - -Pfizer Ltd. 10 350 14.09 350 11.62 - -Pictur House Ltd. 10 161 - - - - -Power Finance Corporation Ltd. 10 3,700 3.41 - - - -Prakash Industries Ltd. 10 100 0.02 - - - -Rallis India Ltd. 1 - - 500 0.83 - -Sadhna Nitret Ltd. 1 50 0.06 - - - -Samkrg Pistons & Rings Ltd. 10 1,000 0.77 1,000 1.70 - -Sanofi India Ltd. 10 275 17.17 50 2.92 - -SBI Life Insurance Company Ltd. 10 800 5.13 - - - -Schaeffer India Ltd. 10 - - 25 1.38 - -Sequent Scientific Ltd. 2 644 0.50 - - - -Sundaram Finance Ltd. 1 1,200 14.41 500 7.79 - -Tata Consultancy Services Ltd. 1 1,100 20.05 500 10.00 - -Tata Elaxi Ltd. 10 - - 1,500 14.45 - -Tata Investment Corporation Ltd. 10 1,025 6.80 - - - -Tiger Logistics Indian Ltd. 10 208 0.06 - - - -Ugro Capital Ltd. 10 180 0.18 - - - -Vesuvius India Ltd. 10 150 1.22 150 1.76 - -Zee Entertainment Ltd. 1 1,890 2.34 - - - -

Investment in bonds at amortized cost

Quoted

NTPC Ltd. 1000 3,167 31.67 3,167 31.67 3,167 31.67HUDCO Ltd. 1000 10,000 100.00 10,000 100.00 10,000 100.00India Infrastructure Finance Co. Ltd. 1000 10,000 100.00 10,000 100.00 10,000 100.00

Investment in mutual fund at amortized cost

Quoted

HDFC Liquid Fund-Direct-Growth 1000 - 0.01 - - - -Nippon India ETF Liquid Bees 1000 2 0.02 - - - -Rshare Liquid Bees 1000 - - 2,184 21.85 -Sovereign Gold Bond - 10 0.42 - - - -

Total 156,531 667.33 126,096 519.75 126,557 525.89

Aggregated amount of impairment - - - - - -

Aggregated amount of quoted investment 152,235 663.98 121,751 515.41 122,212 521.32

Market value of quoted investment 152,235 726.78 121,751 567.30 122,212 575.32

Aggregated carrying amount of unquoted investment 4,296 3.35 4,345 4.34 4,345 4.57


101

( Rupees In Lakhs )


Note 9 : Other Financial Asset sAccrued Income 14.49 16.08 15.74Deposits with exchanges 359.85 358.77 179.73Deposits with lease rent 86.25 86.25 77.45Receivable from exchanges 12.63 15.26 15.29Receivable from other 13.33 5.66 6.04

Total 486.55 482.02 294.25

Note 10 : Current T ax Asset s (Net)

Advance tax (Net of provisions) 26.27 2.61 0.08

Total 26.27 2.61 0.08

Note 11 : Deferred T ax Asset s (Net)On account of property, plant and equipment and intangible assets (3.50) (3.10) (6.05)On account fair market value of financial instrument 14.70 2.30 3.33On account of plan asset on post retirement benefit (7.02) (7.15) (4.15)On account of lease deposits - - 0.38On account of impairment of financial instrument 1.63 1.42 1.06On account of temporary difference of brought forward losses 0.46 - -On account of MAT credit entitlement 20.05 48.30 28.95

Total 26.32 41.77 23.52

Note 12 : Property , Plant and Equipment s & Int angible Asset s ( Rupees In Lakhs )

Particulars

Gross Carrying V alueAs at April 1, 2018 7.18 1.98 16.47 6.73 32.36 11.89Additions - - 20.53 0.23 20.76 2.30Disposals - - - - - -Other Adjustments - - - - - -

As at March 31, 2019 7.18 1.98 37.00 6.96 53.12 14.19Additions - - 14.85 0.41 15.26 1.71Disposals - - - - - -Other Adjustments - - - - - -As at March 31, 2020 7.18 1.98 51.85 7.37 68.38 15.90

Accumulated Depreciation / Imp airmentAs at April 1, 2018 - - - - - -Depreciation for the year 0.18 0.60 11.21 1.67 13.66 6.48Deductions/ adjustments during the period - - - - - -

As at March 31, 2019 0.18 0.60 11.21 1.67 13.66 6.48Depreciation for the year 0.18 0.33 10.95 0.90 12.36 1.54Deductions/ adjustments during the period - - - - - -

As at March 31, 2020 0.36 0.93 22.16 2.57 26.02 8.02



Net Carrying V alue as at April 1, 2018 7.18 1.98 16.47 6.73 32.36 11.89

Building &Property

OfficeEquipment

Computers Furniture& Fixtures

Total ComputersSof tware

Tangible Asset s IntangibleAsset s



102


( Rupees In Lakhs )


Note 13 : Other Non-Financial Asset sCapital advances 701.00 701.00 701.00Prepaid expenses 25.52 24.53 17.21Prepaid rent - - 6.70Plan Asset on post retirement benefit 25.22 25.68 14.90Balance with government authorities 0.05 0.26 0.31

Total 751.79 751.47 740.12

Note 14 : Payables

I) Trade Payablesi) total outstanding dues of micro enterprises and small enterprises

(* Refer Note No 37) - - -ii) total outstanding dues of creditors other than micro enterprises

and small enterprises 3,134.73 2,626.71 2,514.53

Total 3,134.73 2,626.71 2,514.53

Note 15 : Other Financial Liabilities

Unpaid dividend 6.83 5.54 4.92Provision for expenses 35.58 23.61 13.86

Total 42.41 29.15 18.78

Note 16 : Current T ax Liabilities

Provisions for income taxes (net of advances tax) - - 30.01

Total - - 30.01

Note 17 : Other Non-Finance Liabilities

Taxes payables to statutory authorities 36.22 34.39 62.04

Total 36.22 34.39 62.04

b) Terms / Right att ached to shares

i) The Company has one class of equity shares having par value of Rs. 10/- per share. Each holder of equity shareis entitled to one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend ifproposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting,except in case of interim dividend.

Note 18 : Equity Share Capit al

Equity Shares

Authorised


Issued, subscribed and p aid up





Lakhs)

a) The reconciliation of the number of shares out standing at the beginning and at the year end

Equity Shares

At the beginning of the year 13,836,460 1,383.65 13,836,460 1,383.65 13,836,460 1,383.65

Add/less during the year - - - - - -

Outstanding at the end of year 13,836,460 1,383.65 13,836,460 1,383.65 13,836,460 1,383.65




Lakhs)


103


( Rupees In Lakhs )


Note 19 : Other Equity

General reserve 50.00 50.00 50.00Retained earnings 4,649.88 4,641.06 4,491.60Other Comprehensive Income (51.38) 14.02 -

Total Other equity 4,648.50 4,705.08 4,541.60

General ReserveBalance at the beginning of the year 50.00 50.00 50.00

Balance at the end of the year 50.00 50.00 50.00

Retained EarningsBalance at the beginning of the year 4,641.06 4,491.60 3,895.85Profit for the year 117.14 248.67 595.75Gains/Loss on Sales of equity instruments through OCI 16.58 25.89 -Dividend including tax on dividend (124.90) (125.10) -

Balance at the end of the year 4,649.88 4,641.06 4,491.60

Other Comprehensive IncomeBalance at the beginning of the year 14.02 - -Remeasurement in fair valuation of equity instruments (74.06) 6.22Gain/(Loss) on sale of equity instruments 16.56 25.89Actuarial gain/ (loss) on post retirement benefit plans (3.71) 8.83 Deferred tax impact on the above 12.39 (1.03)Less: Transfer on Gain/(Loss) of financial instrument on disposal to retained earnings (16.58) (25.89)

Balance at the end of the year (51.38) 14.02 -

ii) In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company afterdistribution of all preferential amounts, in proportion to their shareholding.

c) Details of share held by each shareholder holding more than 5% shares in the Comp any

Equity Shares

Mr. Anil Devichand Mutha 1,771,000 12.80% 1,771,000 12.80% 1,771,000 12.80%

Mr. Paras Kesharmal Bathia 1,266,850 9.16% 1,266,850 9.16% 1,266,850 9.16%

M/s Neharaj Stock Brokers Pvt. Ltd. 1,113,958 8.05% 1,113,958 8.05% 1,113,958 8.05%

Mr. Dinesh Khandelwal 771,600 5.58% 771,600 5.58% 771,600 5.58%

As at 31st March, 2019 As at 1st April, 2018As at 31 st March, 2020No of shares

in lakhs% of Total

HoldingNo of shares

in lakhs% of Total

HoldingNo of shares

in lakhs% of Total

Holding

( Rupees In Lakhs )


Note 20 : Interest Income

Interest on deposits with banks 344.65 356.31Interest on tax free bonds 20.16 20.16Interest on margin funding 21.40 22.89Interest on security deposits 1.73 9.25Interest on overdue balances 48.44 77.03

Total 436.38 485.64


104


( Rupees In Lakhs )


Note 21 : Dividend Income

Dividend on investments 6.68 1.98

Total 6.68 1.98

Note 22 : Fees and Commission Income

Brokerage income 1,399.34 1,555.38Depository income 90.06 105.56Portfolio management fees and other commission 5.11 0.75

Total 1,494.51 1,661.69

Note 23 : Other Operating Income

Income from clearing charges 118.93 136.03Recovery of stock exchanges charges 26.76 42.31Others - 0.03

Total 145.69 178.37

Note 24 : Other Income

Sundry balance written back 6.75 51.17Others - 8.99

Total 6.75 60.16

Note 25 : Finance Cost

Interest expenses on temporary borrowings 4.55 4.36Interest expenses for others 23.61 18.47Interest on shortfall of advance tax - 0.04

Total 28.16 22.87

Note 26 : Fees and Commission Expense

Brokerage sharing with intermediaries 910.10 1,006.98Depository charges 29.69 34.34Portfolio management fees and other commission 3.18 0.61

Total 942.97 1,041.93

Note 27 : Imp airment on Financial Instrument s

At amortised costTrade receivables 0.77 1.28

Total 0.77 1.28

Note 28 : Employee Benefit Expense

Salary, bonus and allowances 442.49 444.35Gratuity and other long term benefits (Refer Note No 38) 8.33 8.52Contributions to provident and other funds 17.81 17.87Staff welfare expenses 17.33 16.42

Total 485.96 487.16

Note 29 : Depreciation and Amortisation Expense

Depreciation on property, plant & equipment 12.36 13.66Amortisation on other intangible assets 1.54 6.48

Total 13.90 20.14


105


Note 30 : Other Expense

Audit Fees (Refer details below) 7.75 7.75Advertisement expense 3.10 0.72Bank commission & charges 15.47 16.05Business promotion expense 38.39 43.91Computer expense 26.75 32.08Clearing charges 113.73 124.13Directors' sitting fees 0.28 0.20Electricity charges 13.20 15.40Insurance premium 1.80 1.95legal and professional fees 51.55 27.02Membership & subscription 16.70 24.87Office expense 6.71 8.19Postage, courier expense 5.03 6.52Printing & stationery 9.27 13.18Rates & taxes 16.18 5.27Rent Paid 61.02 50.56Repairs & maintenance - others 10.40 11.89Stock exchanges charges 30.51 41.12Telephone & Vsat lease line charges 24.99 31.52Travelling & Conveyance 7.00 8.91

Total 459.83 471.24

Payment to auditorsAudit fees 5.75 5.75Tax audit fees 1.00 1.00In other capacity 1.00 1.00

7.75 7.75

Note 31 : Tax Expense

A) Deferred T axNet Deferred T ax Asset s / (Liabilities) (Refer Note. 1 1) 26.32 41.77

B) Movement in deferred t ax liabilities/asset s

Opening Balance 41.77 23.52Tax income/(expense) during the period recognised in profit or loss (27.84) (0.07)Tax income/(expense) during the period recognised in OCI 12.39 (1.03)Other Adjustments - -

Closing Balance 26.32 22.42

The Gruop offsets tax assets and liabilities if and only if it has a legallyenforceable right to set off current tax assets and current tax liabilities and thedeferred tax assets and deferred tax liabilities relate to income taxes levied bythe same tax authority.

C) Major Component s of income t ax expense for the years endedMarch 31, 2020 and March 31, 2019 are as follows:

1) Income T ax recognized in Profit & Loss A/c

a) Current income tax charge 13.50 112.46b) Deferred tax - -

Relating to origination and reversal of temporary differences (0.41) (19.28)Tax adjustment of earlier year (0.07) 1.38

Income t ax expense recognised in Profit or Loss 13.02 94.56

( Rupees In Lakhs )



106


2) Income T ax recognized in OCIa) Revaluation of FVTOCI investments to fair value

Income tax expense recognised in OCI 12.39 (1.03)

12.39 (1.03)

D) Reconciliation of t ax expense and accounting profit multiplied byincome t ax rate for March 31, 2020 and March 31, 2019

Profit before tax from continuing operations 158.42 343.22Profit before tax from discontinuing operations 158.42 343.22

Accounting profit before income t ax 158.42 343.22

Enacted tax rate in India 27.82% 27.82%

Income t ax on accounting profit s 44.11 95.46

Tax effect ofExpenses not deductible for tax purpose 1.67 3.53Exempt Income (7.47) (6.16)Prior Period Tax Adjustment (0.07) 1.38Other adjustments 3.03 0.35

Tax at effective income t ax rate 41.27 94.56

Note 32 : Contingent Liabilities and Commitment s(to the extent not provided for)

a) Contingent liabilitiesi) In respect of Bank Guarantee to Stock Exchanges against fixed deposits

of Rs. 542.75 in lakhs (Previous year Rs. 740.91 in lakhs) 1,000.00 1,320.00ii) In respect of Income tax matters for FY 2016-17 26.74 -

Sub-Total 1,026.74 1,320.00

b) Commitment sCapital commitment not provided (net of advance)* 993.00 993.00

Sub-Total 993.00 993.00

Total 2,019.74 2,313.00

* The Group had paid a sum of Rs. 701.00 in lakhs to M/s. Kamani Tubes Limited towards obtaining sub-lease of theproperty belonging to them subject to fulfillment of certain conditions as stated in MOUs. However due to dispute betweenM/s. Kamani Tube Limited and Mumbai Port Trust, M/s. Kamani Tubes Limited is unable to obtain the necessarypermission for transfer of the rights of sub-lease and possession of the said property to the Group. Accordingly the Groupis not in a position to enforce its rights of sub-lease and obligations under the MOUs signed between the concernedparties to the transaction and the matter is under dispute. Currently the matter is sub-juice and the Group is in the processof seeking legal remedies available to it, in order to settle the dispute.

c) The Group had received notice dated 31-10-2019 from BSE Ltd, levying penalty a sum of Rs. 5.43 in Lakhs for noncompliance of Reg. 17(1), pertaining to composition of the Board including failure to appoint woman director, and a sumof Rs. 2.17 Lakhs for discrepancy/non compliance of Reg. 19(1) and 19(2), pertaining to constitution of 'Nomination andRemuneration Committee', in terms of SEBI (LODR) Regulations, 2015. The Company, through reply letters and emailsto BSE, have explained that the Company has fully complied with these regulations. Under these circumstances, theBSE has been requested to withdraw/reverse the penalty. However, the matter is still pending with them.

( Rupees In Lakhs )



107


( Rupees In Lakhs )


Note 33: Segment Reporting

The Group has only one business segment, which is stock broking business and alliedactivities. The Group is also engaged in investment of shares and securities but it is not abusiness activity. Accordingly, these financial statements are reflective of the informationrequired as per Ind AS 108 "Operating Segments" notified under section 133 of theCompanies Act, 2013, there are no reportable segment applicable to the Group.

Note 34: Earning per Equity Share (EPS)

The following reflect the profit and share data used in the basic and diluted EPS computations:Total operations for the yearProfit after tax attributable to shareholders 117.14 248.67Basic and weighted average number of equity share outstanding during the year 138.36 138.36Normal value of equity share 10.00 10.00Basic EPS (INR) 0.85 1.80Diluted EPS (INR) 0.85 1.80

Note 35: Lease

The Group claim exemption from recognizing impact of Ind AS 116 'Leases'. The exemptioncan be availed only when the lessee has entered into:i) Short-term lease andii) Lease for which underlying asset is of low valueFor above exemption, short term lease means a lease having lease term of 12 months orless and does not include an option to purchase the underlying asset. The Group haveentered into lease agreements that have lease term of less than 12 months. The Group hasalso given refundable interest free security deposits under certain agreements.

Lease Payments are recognised in the statement of Profit and Loss under 'Other Expenses'in Note no. 30. Rent expenses of Rs. 61.02 lakhs ( Previous year Rs. 50.56 lakhs ) inrespect of obligation under operating lease.

Note 36: Proposed Dividend

Final dividend proposed on equity shares of 10/- eachAmount of final dividend proposed 83.02 103.78Dividend distribution tax on proposed Final Dividend - 21.13Dividend per equity share 0.60 0.75

( Rupees In Lakhs )


Note 37: Due to Micro, Small and Medium Enterprises

The Group has sent letters to vendors to confirm whether they are covered underMicro, Small and Medium Enterprise Development Act 2006 as well as they havefiled required memorandum with prescribed authority. Based on and to the extent ofthe information received by the Company from the suppliers regarding their statusunder the Micro, Small and Medium Enterprises Development Act, 2006 (MSMEDAct) and relied upon by the auditors, the relevant particulars as at the year end arefurnished below:The Principal amount remaining unpaid at the year end - - -The Interest amount remaining unpaid at the year end - - -The amount of interest paid by the buyer under MSMED Act, 2006 alongwith the amounts of the payment made to the supplier beyond the appointedday during each accounting year - - -The amount of interest due and payable for the year (where the principalhas been paid but interest under the MSMED Act, 2006 not paid) - - -The amount of interest accrued and remaining unpaid at the year end - - -The amount of further interest due and payable even in the succeeding year, untilsuch date when the interest dues as above are actually paid to the small enterprise,for the purpose of disallowance as a deductible expenditure under section 23 - - -

The balance of MSMED p arties as at the year end - - -


108


Note 38 : Employees Benefit Obligation

Gratuity

The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are incontinuous service for a period of five years are eligible for gratuity. The amount of gratuity payable on retirement/ terminationis the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by number of yearsof service.

The gratuity plan is a unfunded plan.

a) The amount recognised in the balance sheet and the movement in the net defined benefit obligation over the periodare as follows

Particulars Present ation V alue of Obligation( Rupees In Lakhs )

As at April 1, 2018 (14.90)



(Gain)/Loss from change in Demographic assumptions(Gain)/Loss from change in financial assumptions 0.53Experience (gains)/losses (8.67)Return on plan assets excluding amounts included in interest income (0.70)

Total amount recognised in other comprehensive income (8.84)


As at March 31, 2019 (25.68)



(Gain)/Loss from change in Demographic assumptions (0.06)(Gain)/Loss from change in financial assumptions 11.41Experience (gains)/losses (7.66)Return on plan assets excluding amounts included in interest income 0.03

Total amount recognised in other comprehensive income 3.72


As at March 31, 2020 (25.22)

b) The significant actuarial assumptions were as follows:


Interest/Discount rate 6.45 % p. a. 7.50% p.a.

Rate of increase in compensation 6.00 % p. a. 6.00% p.a.

Expected average remaining service 6.22 years 6.72 years

Retirement Age 58 years 58 years

Employee Attrition Rate 10.00% p.a at younger ages 10.00% p.a at younger ages


109

c) A quantit ative sensitivity analysis for significant assumption as at March 31, 2020 is shown below:

Assumption Discount Rate Salary Growth Rate

0.50% 0.50% 0.50%Sensitivity Level 0.50 Decreased Increased Decreased

March 31, 2020

Impact on defined benefit obligation 182.11 193.62 192.67 183.10% Impact -2.98% 3.15% 2.64% -2.45

March 31, 2019


The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefitobligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

d) The following p ayment s are expected contributions to the defined benefit plan in future years:


Expected Payout Year one 14.62 10.06Expected Payout Year two 26.98 14.92Expected Payout Year three 35.96 26.03Expected Payout Year four 30.36 34.68Expected Payout Year five 13.98 28.81Expected Payout Year six to ten 63.35 63.07

Total expected p ayment s 185.25 177.57

The average duration of the defined benefit plan obligation at the end of the reporting period is 6.22 years (March 31, 2019:6.72 years)

Note 39: Related Party T ransactions

a) Details of related p arties

Names of related p arties

Joindre Commodities Limited

Whole T ime Directors:- ( Mr. Anil Mutha, Mr. Dinesh Khandelwal, Mr. ParasBathia, Mr. Subhash Agarwal, Mr. Sunil Jain )Idependet Directors:- ( Mrs. Jeha Sanjay Shah*, Mr. Ramavtar Badaya**, Mr.Ravi sant Jain, Mr. Sanjay Jain, Mrs Sonali Chaudhary, Mr. Veepin ThokalChief Finance Officer ( Mr. Pramod Surana ), Company Secretary ( Mr. VijayPednekar).

Anil Mutha HUF, Akshya Badaya**, Ankur Lodha, Aayushi Mutha, BhagwatideviKhandelwal, Dinesh Khandelwal HUF, Fenny Yogesh Bathia, K. C. Jain HUF,Kanchanbai Jain, Kiran Khandelwal, Mayank Koolwal**, Neeraj Mutha, NehaSanghvi, Nikita Ankur Lodha, Nitin Jain HUF, Paras Bathia HUF, Pradeep JainHUF, Pravin Mutha, Priti Sumit Baid, R. A. Badaya**, Radhika Khandelwal, RanjitBaradia, Ratna Bathia, Rachita Khandelwal, Sandhya Agarwal, Sanjay M Shah*,Sneha Agarwal, Saurabh Agarwal, Sangeeta Sunil Jain, Seema Mutha, ShubhamSunil Jain, Sonam Koowal**,Subhash Agarwal HUF, Sunil M. Jain HUF, SunitaC. Runwal, Swati Mehta, Tisha H. Jani*, Urmila Badaya**, Vijaya K. Raisoni,VikasKhandelwal, Vishal D. Khandelwal, Yogesh Bathia.

Badya Stock**, Esam Share & Stock Brokers Pvt. Ltd., Goodluck Enterprises,Deity Commercial Pvt. Ltd., Mumbai Stock Brokers Pvt. Ltd., Mutha ResourcesPvt. Ltd., Nalanda Mercantiles Pvt. Ltd., Neharaj Stock Brokers Pvt. Ltd., PinkyVenture Pvt***, Ltd., Ringman Investments & Finance Company Pvt. Ltd., ShreeSwati Investments.

Description of relationship

Subsidiary Comp any

Key Managerial Persons:

Relatives of Key ManagerialPersons:

Comp anies/ Firms over which theKey Managerial Persons/ Relativeshave significant influence orcontrol:

* from 05/09/2019, **Upto 05/09/2019, ***upto 22/10/2019



110


b) Compensation of Key Management Personnel of the Comp any

Key management personnel are those individuals who have the authority and responsibility for planning and exercisingpower to directly or indirectly control the activities of the Company and its employees. The Group includes the membersof the Board of Directors which include Independent Directors (and its Sub-Committees) and Executive Committee tobe Key Management Personnel for the purposes of Ind AS 24 Related Party Disclosures.

c) Transactions with Key Management Personnel of the Comp any

The Group enters into transactions, arrangements and agreements involving Directors, Senior Management and theirBusiness Associates, or close Family Members, in the ordinary course of business under the same commercial and marketterms, interest and commission rates that apply to non-related parties.

d) Details of related p arty transactions during the year ended 31 st March, and balance out standing as at 31 st March,2020 ( Rupees in Lakhs )


Year Year

1) Brokerage received



2) Brokerage paid





3) Remuneration paid


Mr. Dinesh Khandelwal Key Managerial Persons 14.82 24.72


Mr. Subhash Agarwal Key Managerial Persons 12.43 12.38

Mr. Sunil Jain Key Managerial Persons 26.05 33.52

e) Disclosure in respect of major related p arty transactions during the year: ( Rupees in Lakhs )

Particulars

Key ManagerialPersons

Relative of KeyManagerial

Persons

Companies / Firms/controlled by Key

Managerial Persons/Relatives

Total

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

Brokerage received 1.67 0.99 6.74 7.14 17.52 23.33 25.93 31.46

Brokerage paid - - 4.97 0.15 249.34 283.18 254.31 283.33

Remuneration paid 109.04 135.51 20.00 12.80 - - 129.04 148.31

Rent paid 6.21 6.21 1.40 9.23 11.96 11.96 19.57 27.40

Dividend paid 36.37 36.34 13.83 13.84 15.87 15.87 66.07 66.05

Interest received - - 0.21 - - - 0.21 -

PMS fees received - - 0.78 - 0.10 0.38 0.88 0.38

Outstanding balance at the end of the year 31 st March, 2020.

Loan receivable - - - - - - - -

Trade receivables 0.22 - 92.60 32.03 41.61 - 134.43 32.03

Trade payables 15.35 - 30.17 70.87 169.04 90.15 214.56 161.02


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( Rupees in Lakhs )


Year Year

4) Rent paid


M/s. Ringmen Investment & Finance Co Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 6.13 6.13

M/s. Shree Swati Investments Companies/Firms/controlled by Key Managerial Persons/Relatives 4.37 4.37

M/s. Sunil Jain Huf Relative of Key Managerial Persons - 7.20

5) Dividend Paid




6) Interest Received

Mr. Sanjay M. Shah Relative of Key Managerial Persons 0.21 -

7) PMS Fees Received

Mutha Resources Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 0.10 0.38

Mr. Paras Bathia Huf Relative of Key Managerial Persons 0.56 -

Mr. Pravin Mutha Relative of Key Managerial Persons 0.11 -

Mr. Seema Mutha Relative of Key Managerial Persons 0.12 -

8) Trade receivables

Ms Sandhya Subhash Agarwal Relative of Key Managerial Persons 41.00 -

M/s Subhash Agarwal Huf Relative of Key Managerial Persons 48.45 -

M/s. Deity Commercial Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives 41.61 -

Mr. Vikas Khandelwal Relative of Key Managerial Persons - 29.12

9) Trade payables


M/s. Deity Commercial Pvt. Ltd. Companies/Firms/controlled by Key Managerial Persons/Relatives - 43.27




Ms Sandhya Subhash Agarwal Relative of Key Managerial Persons - 17.81

M/s Subhash Agarwal Huf Relative of Key Managerial Persons - 27.43

Ms Swati Mehta Relative of Key Managerial Persons 17.11 24.98

Note 40 : Financial Risk Management

(A) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changein market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risksuch as equity price risk and commodity/real estate risk.

(i) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because ofchanges in foreign exchange rates.

Foreign Currency Risk Management

In respect of the foreign currency transactions, the Group does not hedge the exposures since the managementbelieves that the same is insignificant in nature and will not have a material impact on the Group.



112


(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof change in market interest rates. The management is responsible for the monitoring of the Group interest rateposition. Various variables are considered by the management in structuring the Group's borrowings to achieve areasonable and competitive cost of funding.

In respect of fluctuating interest rate, the Group does not have any borrowings from banks and financial institutionand therefore the Group is not significantly exposed to interest rate risk.

(iii) Market Price Risk

The Company is exposed to market price risk, which arises from FVTPL and FVOCI investments. The managementmonitors the proportion of these investments in its investment portfolio based on market indices. Material investmentswithin the portfolio are managed on an individual basis and all buy and sell decisions are approved by the appropriateauthority.

(B) Credit Risk

Credit risk is the risk that the Group will incur a loss because its customers or counterparties fail to discharge theircontractual obligation. The Group manages and controls credit risk by setting limits on the amount of risk it is willingto accept for individual counterparties, and by monitoring exposures in relations to such limits. The Group’s exposureto credit risk arises meagerly from trade receivables. Therefore, the Group applies Ind AS 109 simplified approach tomeasuring expected credit losses (ECLs) for trade receivables at an estimated rate decided by the management.

Other financial assets like security deposits, loans and bank deposits are mostly with exchange, lease rent and banksand hence, the Group does not expect any credit risk with respect to them.

The carrying amount of financial assets represents the maximum credit exposure. The movement in Expected creditloss are as follows:

( Rupees In Lakhs )

Particulars Carrying Amount Carrying Amount Carrying Amount

As at 31 st March, 2020 As at 31st March, 2019 As at 1st April, 2018

Opening Balance 5.10 3.82 -

Impairment Loss recognized 0.77 1.28 3.82

Closing Balance 5.87 5.10 3.82

(C) Liquidity RiskLiquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at reasonableprice. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availabilityof funding through an adequate amount of credit facilities to meet obligations when due. The Group's finance team isresponsible for liquidity, funding as well as settlement management. In addition, processes and policies related to suchrisks are overseen by senior management. Management monitors the Group’s liquidity position through rolling forecastson the basis of expected cash flows.

The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest dateon which the Group can be required to pay. In the table below, borrowings include both interest and principal cash flows.

Contractual maturities of financial liabilities ( Rupees In Lakhs )

Particulars Carrying Amount Less than 1 year 1 to 5 years More than 5 years


Total Financial Liabilities 3177.14 3177.14 - -

As at March 31 st, 2019Trade payables 2626.71 2626.71 - -Other financial liabilities 29.15 29.15 - -


As at April 1 st, 2018Borrowings - - - -Obligations under finance lease - -* - -Trade payables 2514.53 2514.53 - -Other financial liabilities 18.78 18.78 - -



113

Note 41 : Fair V alue Management

i. Accounting classification and fair values

The following t able shows the carrying amount and fair values of financial asset s and financial liabilities,including their levels in the fair value hierarchy: ( Rupees In Lakhs )

The carrying value and fair value of financial instrument s by categories as of 31 st March, 2019 are as follows: ( Rupees In Lakhs )

The carrying value and fair value of financial instrument s by categories as of 31 st March, 2020 are as follows:( Rupees In Lakhs )

Particular

1st April, 2018


FVPL FVOCIAmortised


FINANCIAL ASSETSInvestments - 525.89 - 525.89 575.32 4.57 - 579.89Security Deposits - Lease rent - - 77.45 77.45 - - - -Trade Receivables - - 719.80 719.80 - - - -Loans - - 199.17 199.17 - - - -Cash and Cash Equivalents - - 746.74 746.74 - - - -Other Bank Balances - - 5,256.79 5,256.79 - - - -Other Financial Assets - - 216.80 216.80 - - - -Total financial asset s - 525.89 7,216.75 7,742.64 575.32 4.57 - 579.89


Particular

31st March, 2019


FVPL FVOCIAmortised


FINANCIAL ASSETSInvestments - 519.75 - 519.75 567.30 4.34 - 571.64Security Deposits - Lease rent - - 86.25 86.25 - - - -Trade Receivables - - 670.38 670.38 - - - -Loans - - 167.45 167.45 - - - -Cash and Cash Equivalents - - 1,285.66 1,285.66 - - - -Other Bank Balances - - 4,810.70 4,810.70 - - - -Other Financial Assets - - 395.77 395.77 - - - -Total financial asset s - 519.75 7,416.21 7,935.96 567.30 4.34 - 571.64


Particular

31st March, 2020


FVPL FVOCIAmortised


FINANCIAL ASSETSInvestments - 667.33 - 667.33 726.78 3.35 - 730.13Security Deposits - Lease rent - - 86.25 86.25 - - - -Trade Receivables - - 880.48 880.48 - - - -Loans - - 138.17 138.17 - - - -Cash and Cash Equivalents - - 1,325.24 1,325.24 - - - -Other Bank Balances - - 4,893.12 4,893.12 - - - -Other Financial Assets - - 400.30 400.30 - - - -Total financial asset s - 667.33 7,723.56 8,390.89 726.78 3.35 - 730.13




114


The management assessed that the fair value of cash and cash equivalent, and other current financial assets and liabilitiesapproximate their carrying amounts largely due to the short term maturities of these instruments.

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equitysecurities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financialassets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuationtechniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level3. This is the case for unlisted equity securities and investment in private equity funds,

ii. Valuation technique used to determine fair value

Specific V aluation techniques used to value financial instrument s include:

- the use of quoted market prices or dealer quotes for similar instruments.

- the fair value of unquoted equity instruments has been measured on the basis of their networth and valuation oftheir shares.

- the fair value of equity shares of group companies are measured at cost.

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

iii. Valuation processes

The finance department of the Group includes a team that performs the valuations of financial assets and liabilitiesrequired for financial reporting purposes, including level 3 fair values.

Note 42 : Capit al Management

The Group manages its capital to ensure that the Group will be able to continue as going concern while maximizing thereturn to stakeholder through the optimization of the debt and equity balance.

For the purpose of the Group’s capital management, capital includes issued capital and other equity reserves. The primaryobjective of the Group’s capital management is to maximize shareholders value. The Group manages its capital structureand makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.

Note 43 : First T ime Adoption of Ind AS


These are the Group’s first consolidated financial statements prepared in accordance with Ind AS. The accounting policiesset out in Note 2 have been applied in preparing the consolidated financial statements for the year ended 31st March, 2020,the comparative information presented in these consolidated financial statements for the year ended 31st March, 2019 andin the preparation of an opening Ind AS consolidated balance sheet at 1st April, 2018 (the Company's date of transition).In preparing its opening Ind AS consolidated balance sheet, the Group has adjusted the amounts reported previously inconsolidated financial statements prepared in accordance with the accounting standards notified under Companies(Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP).An explanation of how the transition from previous GAAP to Ind AS has affected the Group's financial position, financialperformance and consolidated cash flows is set out in the following tables and consolidated notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transitionfrom previous GAAP to Ind AS.

Ind AS optional exemptions

i. Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant andequipment and intangible assets covered by Ind AS 38 - Intangible Assets as recognised in the financial statementsas at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at thedate of transition. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangibleassets at their previous GAAP carrying value.

ii. Designation of previously recognised financial instrument s

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts andcircumstances at the date of transition to Ind AS. The Company has elected to apply this exemption for its investmentin equity investments.


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Ind AS mandatory exceptions

The Group has applied the following exceptions from full retrospective application of Ind AS as mandatory required underInd AS 101:

Estimates:

An entity’s estimates in accordance with Ind As at the date of transition to Ind AS shall be consistent with estimates madefor the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies),unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1st April, 2018 are consistent with the estimates as at the same date made in conformity with previousGAAP. The Group made estimates for following items in accordance with Ind AS at the date of transition as these werenot required under previous GAAP:

1) Investment in equity instruments carried at FVPL or FVOCI;

2) Impairment of financial assets based on expected credit loss model. Consequently, the Group has applied the aboverequirement prospectively.

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. Thefollowing tables represent the reconciliations from previous GAAP to Ind AS.

i. Reconciliation of tot al equity between GAAP and Ind As as at March 31, 2019 and April 1, 2018

( Rupees In Lakhs )

Particular As at As at31st March, 2019 1st April, 2018

Total equity (shareholder ’s funds) as per previous GAAP 6078.08 5,732.31

Adjustment s:

Gain/(Loss) on Fair Valuation of Investment - Inclusive OCI (6.50) 182.60

Impact of Revaluation of Security Deposits at Amortised Cost - (1.36)

Impairment on financial instruments (5.10) (3.82)

Actuarial gain/ (loss) on post retirement benefit plans 25.68 14.90

Deferred tax on adjustment on above (3.43) 0.62

Total adjustment s 10.65 192.94

Total equity as per Ind AS 6,088.73 5,925.25

ii. Reconciliation of profit as per Ind As with profit reported under GAAP for the year ended March 31, 2019

( Rupees In Lakhs )

Particular As at31st March, 2019

Profit af ter t ax as per previous GAAP 470.88

Adjustment s:

Gain/(Loss) on Sale of Equity Instruments (221.21)

Impact of Revaluation of Security Deposits at Amortised Cost 1.36

Impairment on financial instruments (1.28)

Actuarial gain/ (loss) on post retirement benefit plans 1.94

Deferred tax on adjustment on above (3.02)

Total adjustment s (222.21)

Profit af ter t ax as per Ind AS 248.67

Other comprehensive income (net of t ax) 39.92

Total comprehensive income as per Ind AS 288.59



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C. Notes to first-time adoption:

Note 1: Fair valuation of investment s

Under the previous GAAP, investments in equity instruments and mutual funds were classified as long-term investmentsor current investments based on the intended holding period and reliability. Long-term investments were carried at costless provision for other than temporary decline in the value of such investments. Current investments were carried atlower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resultingfair value changes of these investments (other than equity instruments designated as at FVOCI) have been recognisedin retained earnings as at the date of transition and subsequently in the profit or loss for the year ended March 31,2019. This increased the retained earnings by Rs. 6.23 in Lakhs as at March 31, 2019 (April 1, 2018 - Rs. 182.60 inlakhs).

Note 2: Deferred t ax

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differencesbetween taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxesusing the balance sheet approach, which focuses on temporary differences between the carrying amount of an assetor liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognitionof deferred tax on new temporary differences which was not required under Indian GAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, thegroup has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlyingtransaction in retained earnings.

Note 3: Remeasurement of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts includedin the net interest expense on the net defined benefit liability are recognised in other comprehensive income insteadof profit or loss under the previous GAAP. As a result of this change, the profit for the year ended March 31, 2019increased by Rs.1.94 in lakhs. There is impact of Rs. 25.68 in lakhs on the total equity as at 31 March 2019.

Note 4: Ret ained earnings

Retained earnings as at April 1, 2018 has been adjusted consequent to the above Ind AS transition adjustments.

Note 5: Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period,unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or lossbut are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of definedbenefit plans, foreign exchange differences arising on translation of foreign operations, effective portion of gains andlosses on cash flow hedging instruments and fair value gains or (losses) on FVOCI equity instruments. The conceptof other comprehensive income did not exist under previous GAAP.

This is the S tatement of Notes to ConsolidatedFinancial S tatement referred to in our report ofeven date













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