joindre capital services ltd. [!l€¦ · joindre capital services limited 1 s 23rd annual general...

~--------------,~~~I~ JOINDR~ JOINDRE CAPITAL SERVICES LTD.[!l

Date: September 1, 2018

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

Dear Sirs,

Sub: a) Annual Report for the year 2017-18; Scrip Code - 531861- Regulation34(1) SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015

We are sending herewith a soft copy of Annual Report of the Company for the year2017-2018 which was approved and adopted in the Annual General Meeting of theCompany held on 1-9-2018 for dissemination on your website.

Kindly take these documents on your records and oblige.

Thanking you,

Yours faithfully,

For Joindre Capital Services Limited

(Vijay Pednekar)Company Secretary

Encl

CIN: L67120MH1995PLC086659 E-mail: [email protected] WebSite: www.joindre.com

Registered Office : 32, Raja Bahadur Mansion, Ground Floor, Opp. Bank of Maharashtra, Mumbai Samachar Marg, Fort, Mumbai - 400 023.Phone: (91-22) 40334720/40334567· Fax: (91-22) 40334721 /40334568

SEBI Regn. Nos. : Member ~BSE (Cash & Derivatives) : INB011107555 & INF011107555;NSE (Cash & Derivatives) : INB230766739 & INF230766739;

Metropolitan Stock Exchange of India Ltd. (Currency Derivatives) : INE260766739 DP : IN-DP-CDSL-98-2015;Research Analyst: INH-00OO02061

rd23 Annual Report2017-2018

S

JOINDRE CAPITAL SERVICES LIMITED

MEMBERSHIP

BSE LTD.

NATIONAL STOCK EXCHANGE OF INDIA LTD.

METROPOLITAN STOCK EXCHANGE OF INDIA LTD

DEPOSITORY PARTICIPANT

CENTRAL DEPOSITORY SERVICES (I) LTD.

SUBSIDIARY COMPANY

JOINDRE COMMODITIES LTD.

MEMBERSHIP

NATIONAL COMMODITY & DERIVATIVES EXCHANGE LIMITED

MULTI COMMODITY EXCHANGE OF INDIA LIMITED

LOCATION MAP OF M.C. GHIA HALL


1

S

23rd ANNUAL GENERAL MEETING

Date

Day

Time

Place

: 1st September, 2018

: Saturday

: 10.00 A.M.

: M.C. Ghia Hall (ITAMMA)Bhogilal Hargovindas Building,4th Floor, 18/20 KaikhushruDubash Marg, (behind Princeof Wales Museum),Mumbai - 400 001

Book Closure : 25th August, 2018Date To

1st September, 2018(Both days inclusive)

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

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

Directors' Report .......................................... 7

Report on Corporate Governance ........... 21

Auditors' Report ......................................... 30

Balance Sheet ........................................... 33

Profit and Loss Account ........................... 34

Cash Flow Statement ................................ 35

Notes forming part of theFinancial Statements ................................. 36

Consolidated Financial Statements .......... 48

Proxy Form & Attendance Slip

BOARD OF DIRECTORS

Anil Mutha Whole-time Director

Dinesh Khandelwal Whole-time Director

Paras Bathia Whole-time Director

Subhash Agarwal Whole-time Director

Sunil Jain Whole-time Director

Haresh Meht a Independent Director

Ramavtar Badaya Independent Director

Ravi Sant Jain Independent Director

Sonali Chaudhary Independent Director

Veepin Thokal Independent Director

COMPANY SECRETARYVijay Pednekar

CHIEF FINANCIAL OFFICERPramod Surana

AUDITORSJigna Sheth AssociatesChartered Accountants

BANKERSBank of IndiaICICI Bank Ltd.HDFC Bank Ltd.IDBI Bank Ltd.

SHARE TRANSFER AGENTSSharex Dynamic (India) Pvt. Lt d.Unit-1, Luthra Ind. Premises,Andheri-Kurla Rd., Safed Pool,Andheri(E), Mumbai 400072.Tel. 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


2

S

NOTICE

Notice is hereby given that the Twenty-third Annual GeneralMeeting of the Shareholders of JOINDRE CAPITALSERVICES LIMITED will be held on Saturday, 1st

September, 2018 at 10.00 A.M. at M. C. GHIA HALL(ITAMMA), Bhogilal Hargovindas Building, 4th Floor, 18/20Kaikhushru Dubash Marg, (Behind Prince of Wales Museum),Mumbai 400001 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt:

a) the Audited Standalone Financial Statement ofthe Company for the financial year ended 31st

March, 2018 and the Report of the Board ofDirectors and the Auditors thereon; and

b) the Audited Consolidated Financial Statementof the Company for the financial year ended31st March, 2018

2. To declare dividend on Equity Shares.

3. To appoint a Director in place of Mr. Paras Bathia(DIN 00056197), who retires by rotation and beingeligible offers himself for re-appointment.

4. To appoint a Director in place of Mr. Sunil Jain (DIN00025926), who retires by rotation and being eligibleoffers himself for re-appointment.

SPECIAL BUSINESS

5. To consider and if thought fit, to pass with or withoutmodification(s), the following Resolution as a SpecialResolution.

"RESOLVED THAT pursuant to the provisions ofSection 14 and all other applicable provisions of theCompanies Act, 2013 read with Companies(Incorporation) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof, for the timebeing in force), the approval of the members be andis hereby accorded to the adoption of new set ofArticles of Association in substitution and to theentire exclusion of the regulations contained in theexisting Articles of Association of the Company"

"RESOLVED FURTHER that any one of the WholeTime Directors and/or the Company Secretary of theCompany be and are hereby jointly and severallyauthorised to do all such acts, deeds and things andtake all such steps as may be necessary to giveeffect to this resolution."

By Order of the Board

Place : Mumbai Vijay PednekarDate : May 30, 2018 Comp any Secret ary

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

NOTES :

1. M/s. Jigna Sheth & Associates, Chartered Accountants,were appointed as Statutory Auditors of the Companyat the Annual General Meeting held on 9th September2017 for a term of five consecutive years, subjectto ratification of appointment by members at everyAnnual General Meeting. In view of the amendmentto Section 139 of the Companies Act, 2013, theCompany is not required to ratify the re-appointmentof the Statutory Auditors at every Annual GeneralMeeting. Hence the item of ratification of re-appointment of Statutory Auditor is not required.

2. The relative Explanatory S tatement pursuant toSection 102 of the Comp anies Act, 2013 relatingto Special Business to be transacted at theAnnual General Meeting is annexed to the Noticeof Annual General Meeting.

3. A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE MEETING IS ENTITLED TO APPOINT APROXY TO ATTEND AND VOTE ON A POLLINSTEAD OF HIMSELF AND A PROXY NEED NOTBE A MEMBER OF THE COMPANY.

The Proxy, in order to be effective, should dulycompleted, stamped and signed and must be depositedat the Registered Office of the Company not lessthan 48 hours before the commencement of theMeeting.

A person can act as a proxy on behalf of membersnot exceeding fifty and holding in the aggregate notmore than ten percent of the total share capital ofthe Company carrying voting rights. A memberholding more than ten per cent of the total sharecapital of the Company carrying voting rights mayappoint a single person as proxy and such personshall not act as a proxy for any other person orshareholder.

Corporate Members intending to send their authorisedrepresentatives to attend the meeting pursuant toSection 113 of the Companies Act, 2013 arerequested to send to the Company, a certified copyof the relevant Board Resolution together with theirrespective specimen signatures authorising theirrepresentatives to attend and vote on their behalfat the meeting.

4. As per Secretarial Standard 2 on General Meetingthe Proxy should carry a valid Photo ID Card tothe venue to tender vote.

5. The notice of Annual General Meeting, Annual


3

S

Report and Attendance Slip are being sent inelectronic mode to Members whose email addressare registered with the Company or the DepositoryParticipants., unless the member has registered hisrequest for the hard copy of the same. Physicalcopy of the notice of Annual General Meeting,Annual Report and Attendance Slip is being sentto those members who have not registered theiremail address with the Company or DepositoryParticipants. Members who have received the noticeof Annual General Meeting, Annual Report andAttendance Slip in electronic mode are requestedto print the Attendance Slip and submit it at theRegistration Counter duly filled in and signed.

6. The Annual Report of the Company circulated tothe Members of the Company will be made availableon the Company's website at www.joindre.com

7. In case of joint holders attending the meeting, onlysuch joint holder who is higher in the order ofnames will be entitled to vote at the meeting .

8. Relevant documents referred to in the accompanyingNotice and in the Explanatory Statements are openfor inspection by the Members at the Company'sRegistered Office on all working days of the Company,between 11.00 am to 3.30 p.m. up to the date ofthe Meeting.

9. The Register of Members and Share TransferRegister of the Company will remain closed fromSaturday, 25th August 2018 to Saturday, 1st September2018 both the days inclusive for determining thenames of members eligible for dividend on equityshares, if declared at the Annual General Meeting.

10. After the declaration of the dividend at the AnnualGeneral Meeting, the same will be paid on or before10-09-2018 to those members:

a) whose names appear as member in the Registerof Members of the Company after giving effectto valid share transfer in physical form logedwith the Company/Registrar and Share TransferAgents on or before 1-9-2018.

b) whose names appear as Beneficial Owners inthe List of Beneficial Owners at the close ofbusiness hours on 1-9-2018 furnished by NationalSecurities Depository Limited and CentralDepository Services (India) Ltd. for this purpose.

11. Pursuant to the provisions of Section 124(5) and125 of the Companies Act, 2013 and the InvestorEducation and Protection Fund (Accounting, Audit,

Transfer and Refund) Rules, 2016, the Companyhas transferred on due dates, the unpaid or unclaimeddividends for the financial year ended 31st March,2010 to the Investor Education and Protection Fund(IEPF) established by the Central Government.Pursuant to the Investor Education and ProtectionFund (Accounting, Audit, Transfer and Refund)Rules, 2016, the Company has uploaded the detailsof unpaid and unclaimed amounts lying with theCompany as on 9th September, 2017 (date of thelast Annual General Meeting) on the website of theMinistry of Corporate Affairs (www.mca.gov.in).

Members who have not so far received/encashedDividend are requested to seek issue of duplicatewarrant(s) by writing to the Company's Registrar &Transfer Agents, M/s. Sharex Dynamic (India) PrivateLimited immediately.

Pursuant to the provisions of Investor Educationand Protection Fund (Uploading of Informationregarding unpaid and unclaimed amounts lying withCompanies) Rules 2012, the Company has uploadedthe details of unpaid and unclaimed amounts lyingwith the Company as on the date of last AnnualGeneral Meeting held in September 2017 on thewebsite of Ministry of Corporate Affairs.

12. The members are requested to:

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

b) Quote ledger folio numbers in all theircorrespondence.

c) Get the multiple folios consolidated and alsoget the shares transferred in joint names if theyare held in single name to avoid inconveniencein future.

d) Write at least 10 days prior to the date ofMeeting, any information which they desire onthe accounts, to enable the management tokeep the information ready. Members may alsoemail their queries at the email address :[email protected]

13. The facility for making nominations is available forshareholders, in respect of the shares held bythem. Nomination forms can be obtained fromDepository Participants (DPs) in respect of theirholdings in electronic form and from the Company'sRegistrar and Transfer Agent in respect of theirholding in physical form.


4

S

15. All the shareholders are requested to registertheir E-Mail id with the Comp any's Share T ransferAgent s M/s. Sharex Dynamic (India) Private Limitedfor receiving all communications including AnnualReport, Notices, Circulars etc. electronically .

16. 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.

17. Voting through electronic means

In compliance with provisions of Section 108 of theCompanies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014 asamended by the Companies (Management andadministration) Rules 2015 and the Regulation 44 ofSEBI (Listing Obligations and Disclosure Requirements)Regulations 2015, the Company is pleased to providemembers facility of remote E-voting from a placeother than venue of the Annual General Meeting toexercise their right to vote at the 23rd Annual GeneralMeeting (AGM) by electronic means and the businessmay be transacted through e-voting platform providedby Central Depository Services (India) Ltd (CDSL).Thecompany will also provide voting facility throughpolling papers at the meeting and the membersattending the meeting who have not already casttheir vote by remote E-voting may be able to exercise

their voting right at the meeting. Member who hascast their vote by remote E-voting prior to themeeting may also attend the meeting but shall notbe entitled to cast their vote again.

The instructions for members for votingelectronically are as under:-

In case of members receiving e-mail:

(i) The voting period begins on Wednesday, 29th August2018 at 10.00 a.m. and ends on Friday, 31st August2018 at 5.00 p.m. During this period, shareholdersof the Company, holding shares either in physicalform or in dematerialised form, as on the cut-offdate(record date) of Friday, 24th August 2018 maycast their vote electronically. The e-voting moduleshall be disabled by CDSL for voting thereafter.

(ii) Shareholders should log on to the e-voting websitewww.evotingindia.com

iii) Shareholders who have already voted prior to themeeting date would not be entitled to vote at themeeting venue.

(iv) Click on "Shareholders/Members"

(v) Now, enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8Digits Client ID,

c. Members holding shares in Physical Form shouldenter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed andClick on Login.

14. 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 retiring by rotation and being eligible,seeking re-appointment is as under:

Name of the Director Paras Bathia Sunil Jain

Director Identification Number 00056197 00025926

Date of Birth 27-03-1956 28-05-1965

Nationality Indian Indian

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

Qualification B.Com. B.Com., F.C.A.

Expertise in specific functional area 30 years experience in 25 years experience incapital market capital market

Shareholdings inJoindre Capital Services Ltd. 1266850 470160

Directorship (excluding foreign, Joindre Commodities Ltd. Joindre Commodities Ltd.private and Section 8 Companies)

Committee Memberships Nil Stakeholders RelationshipCommittee, Risks ManagementCommittee

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


5

S

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders)

l Members who have not updated their PAN with the Company/Depository Participant are requestedto use the first two letters of their name and the 8 digits of the sequence number in the PANfield.

l In case the sequence number is less than 8 digits enter the applicable number of 0's before thenumber after the first two characters of the name in CAPITAL letters. Eg. If your name is RameshKumar with sequence number 1 then enter RA00000001in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth ( in dd/mm/yyyy format) as recorded in your demat Bank account or in the company records in order to Log in. If both the details are not recorded with Details or the depository or company please enter the member ID/folio number in the Dividend Bank details Date of Birth field as mentioned in instruction (v). (DOB)

(ix) After entering these details appropriately, click on"SUBMIT" tab.

(x) Members holding shares in physical form will thendirectly reach the Company selection screen. However,members holding shares in demat form will nowreach 'Password Creation' menu wherein they arerequired to mandatorily enter their login passwordin the new password field. Kindly note that thispassword is to be also used by the demat holdersfor voting for resolutions of any other company onwhich they are eligible to vote, provided thatcompany opts for e-voting through CDSL platform.It is strongly recommended not to share yourpassword with any other person and take utmostcare to keep your password confidential.

(xi) For Members holding shares in physical form, thedetails can be used only for e-voting on theresolutions contained in this Notice.

(xii) Click on the EVSN for the relevant JOINDRE CAPITALSERVICES LTD on which you choose to vote.

(xiii) On the voting page, you will see "RESOLUTIONDESCRIPTION" and against the same the option"YES/NO" for voting. Select the option YES or NOas desired. The option YES implies that you assentto the Resolution and option NO implies that youdissent to the Resolution.

(xiv) Click on the "RESOLUTIONS FILE LINK" if youwish to view the entire Resolution details.

(xv) After selecting the resolution you have decided tovote on, click on "SUBMIT". A confirmation box willbe displayed. If you wish to confirm your vote, clickon "OK", else to change your vote, click on"CANCEL" and accordingly modify your vote.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earliervoting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

(xvi) Once you "CONFIRM" your vote on the resolution,you will not be allowed to modify your vote.

(xvii) You can also take out print of the vote cast byyou by clicking on "Click here to print" option onthe Voting page.

(xviii) If Demat account holder has forgotten the changedlogin password then Enter the User ID and theimage verification code and click on Forgot Password& enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL'smobile app m-Voting available for android basedmobiles. The m-Voting app can be downloadedfrom Google Play Store. Apple and Windows phoneusers can download the app from App Store andthe Windows Phone Store respectively. Pleasefollow the instructions as prompted by the mobileapp while voting on your mobile.

(xx) Note for Non Individual Shareholders andCustodians

• Non individual shareholders (i.e. other thanIndividuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.comand register themselves as Corporates.

• A scanned copy of the Registration Formbearing the stamp and sign of the entity shouldbe mailed to [email protected].

• After receiving the login details a complianceuser should be created using the admin loginand password. The Compliance user would beable to link the account(s) for which they wishto vote on.


6

S

• The list of accounts linked in the Login shouldbe mailed to [email protected] on approval of the accounts they wouldbe able to cast their vote.

• A scanned copy of the Board Resolution andPower of Attorney (POA) which they haveissued in favour of the Custodian, if any,should be uploaded in PDF format in thesystem for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regardinge-voting, you may refer the Frequently Asked Questions(FAQs) and e-voting manual available atwww.evotingindia.com under the help section orwrite an email to [email protected]

Other Instructions:

1 The voting rights of shareholders shall be inproportion to their shares of the paid up equityshare capital of the Company as on the cut-off dateof Friday 24 th August 2018.

2 Members have an option to vote either throughe-voting or casting a vote at the meeting. If aMember has opted for e-voting, then he/she shouldnot cast his vote at the meeting.

3 Mr. Pradip C. Shah ( FCS1483 ), Partner of M/s.P. P. Shah & Company, Practicing Company Secretaries,has been appointed as the Scrutinizer to scrutinisethe e-voting process in a fair and transparentmanner.

4 The Scrutiniser shall within a period not exceeding2 working days from the conclusion of the e-votingperiod unblock the votes in the presence of at leasttwo (2) witnesses not in the employment of theCompany and make a Scrutiniser's Report of thevotes cast in favour or against, if any, forthwith tothe Chairman of the Company.

The Results declared along with the Scrutiniser'sReport shall be placed on the Company's websitewww.joindre.com and on the website of CDSL within2 working days of passing of the resolutions atthe Annual General Meeting of the Company andcommunicated to BSE Ltd.

18. Route map showing directions to reach the venueof the 23rd Annual General Meeting is given as perthe requirement of the Secretarial Standard 2 onGeneral Meetings

19. Explanatory S tatement in respect of S pecialBusiness pursuant to Section 102 of the Comp aniesAct, 2013

The following st atement set s out all materialfact s relating to the Business at item No.5mentioned in the accomp anying notice.

The existing Articles of Association ("AoA") of theCompany, based on the Companies Act, 1956 areno longer in conformity with the Companies Act2013. Because of this several regulations of AoArequire alteration/deletion. It is proposed to amend/replace the existing Articles of Association with anew set of Articles of Association (primarily basedon Table F set out under Schedule I to theCompanies Act, 2013).

In terms of Section 14 of 2013 Act, consent ofMembers by way of a Special Resolution is requiredfor adoption of a new set of Articles of Association.The entire set of proposed new Articles of Associationis available in the website of the Company. TheMembers of the Company can also obtain a copyof the same from the Company's Registered Office.

None of the Directors, Key Managerial Personnel andtheir relatives are in any way concerned or interestedin the said Resolution set out at item No. 5

The Directors recommend the aforesaid Resolutionfor the approval by the Members as Special Resolution.


Place: Mumbai Vijay PednekarDate: May 30, 2018 Comp any Secret ary

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


7

S

DIRECTORS' REPORT AND MANAGEMENTDISCUSSION AND ANALYSISTo

The Members,

The Board of Directors are pleased to present herewith theTwenty-third Annual Report of your Company together withthe Audited Financial Statements for the financial yearended 31st March, 2018. The Management Discussion andAnalysis has also been incorporated into this report.

1. FINANCIAL RESULTS

(` In Lakhs)

Particulars Year Ended Year Ended

31st March, 2018 31st March, 2017

Gross Total Income 3200.26 2858.07

Expenditure 2446.95 2008.15

Finance Cost 40.31 43.62

Gross Profit ( Loss ) 713.00 806.30

Depreciation 8.72 12.57

Profit / (Loss) Before Tax 704.28 793.73

Tax Expenses

Current 137.25 257.00

MAT credit entitlement -28.95 -

Deferred 0.34 -1.82

Provision for Earlier Year - -0.09

Net Profit (Loss) after Tax 595.64 538.64

Balance B/f from last Year 3654.41 3240.67

Appropriations:

Proposed Dividend * - 103.77

Tax on Equity Dividend * - 21.13

Balance c/f to the Balance Sheet 4250.05 3654.41

* Please refer note No. 3 - Dividend

2. OVERVIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membershipof BSE Ltd and National Stock Exchange of India Ltdin their Cash and Derivative segment and TradingMember of Metropolitan Stock Exchange Ltd inCurrency Derivatives and providing Capital Marketservices through the network of branches and sub-brokers/authorised persons.

The Company is also a Depository Participant ofCentral Depository Services (I) Ltd and providing thedepository services to the Clients.

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

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

3. DIVIDEND

Your Directors are pleased to recommend a dividendof Rs.0.75 per Equity Share of Rs. 10/- each (previousyear Rs. 0.75 ). The total outgo for the current year

amounts to Rs.124.90 lakhs including dividenddistribution tax of Rs. 21.13 lakhs (previous year Rs.124.90 lakhs including dividend distribution tax of Rs.21.13 lakhs)

Pending approval of the shareholders for proposeddividend for the year 2017-18, the same is not recognizedin financial statements of the current financial year. Inthis connection please refer to note No. 24-(b) on financialstatements for the year ended 31st March 2018.

4. APPLICABILITY OF INDIAN ACCOUNTINGSTANDARDS

The Ministry of Corporate Affairs has notified IndianAccounting Standards (Ind-AS) vide its notification dated16th February, 2015. Further, the Ministry of CorporateAffairs has amended the Companies (Indian AccountingStandards) Rule, 2015 vide its Notification No. G.S.R.365 (E) dated 30th March, 2016. As per the saidnotification, the Companies (Indian AccountingStandards) (Amendment) Rule, 2016 has defined theNBFC Company. As per the said definition, the StockBroker / Sub-broker companies are included in thedefinition of NBFC Company. As per Rule 4 (iv) (b) ofthe said rules, the Ind-AS will be applicable to yourCompany w.e.f. 01st April, 2019.

5. GOODS AND SERVICE TAX (GST)

The Goods and Services Tax (GST) is a landmarkreform which will have a lasting impact on the economyand on businesses. Your Company has successfullyimplemented and migrated to GST with effect from 01st

July, 2017.

6. PORTFOLIO MANAGER SERVICES

The Company proposes to start Portfolio ManagerServices (PMS) and has made the necessary applicationfor registration as Portfolio Manager to the Securitiesand Exchange Board of India and the necessary approvalis awaited.

7. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March,2018 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, 2018, the Directors ofthe Company hold the Equity Shares of the Companyas follows:

Name of the Director Number of % of Total

Shares Capital

Mr. Anil Mutha Whole Time Director 1771000 12.80

Mr. Dinesh Khandelwal Whole Time Director 771600 5.58

Mr. Paras Bathia Whole Time Director 1266850 9.16

Mr. Subhash Agarwal Whole Time Director 565450 4.09

Mr. Sunil Jain Whole Time Director 470160 3.40

Mr. Haresh Mehta Independent Director Nil NA

Mr. Ramavtar Badaya Independent Director Nil NA

Mr. Ravi Jain Independent Director Nil NA

Mrs. Sonali Chaudhary Independent Director Nil NA

Mr. Veepin Thokal Independent Director 1000 0.00


8

S

8. FINANCE

Cash and cash equivalent as at 31st March, 2018 wasRs. 4662.68 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.

8.1 DEPOSITS

The Company has not accepted deposit fallingwithin the ambit of Section 73 of the CompaniesAct, 2013 and the Companies (Acceptance ofDeposits) Rules, 2014.

8.2 PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

Details of Loans, Guarantees and Investmentscovered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the notesto the Financial Statements.

8.3 TRANSFER TO RESERVES

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

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

10. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stockbroking through the network of branches and sub-brokers, authorised persons. The ComplianceDepartment ensures that various existing policiesregarding registration of clients, risks relating to clientlevel, dealing in penny stocks, exposure limit, brokeragerates, suspending/ closure of client's account etc. arein place in compliance with the Exchange Rules andRegulations so that business risk is minimised andthere are no penal action by the Regulatory Authorities.The Company has taken adequate measures to secureinterest of the clients. The Trader Terminal provided tothe client, offer on line real time data such as ledgerbalance of stock and funds position etc. Companytransfers clients' funds and securities to their designatedbank and demat account and all receipt and paymentfrom/to clients are through account payee cheque onlyand no 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 ensures 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 under Regulation21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, it is not mandatory

for 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.

11. INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY

The Company has an Internal Control System,commensurate with the nature of business, size, scaleof its operations. The Company monitors and evaluatesthe efficacy and adequacy of internal control system,its compliance with operating systems, accountingprocedures and other policies of the Company. Basedon the report of Statutory Auditors as well as periodicinternal audit function carried out by a firm ofChartered Accountant, corrective action in the respectiveareas is taken thereby strengthen the controls. Thesignificant audit observations and corrective actionsthereon are presented to the Audit Committee and theBoard periodically. Also there is a full fledged ComplianceDepartment to ensure statutory compliances.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through aWhistle Blower Policy for Employees to deal withinstance of fraud and mismanagement, if any. Thedetails of the Whistle Blower Policy is explained in theCorporate Governance Report.

13. 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 read with rule 5 of the Companies (Accounts) Rule2014, in the Form AOC-1 is given below:

(Rs in Lakhs)

Sr.No Particulars Joindre Commodities Ltd

1 Reporting Period April 2017 to March 2018

2 Reporting Currency Rupees

3 Country India

4 Exchange Rate NA.

5 Share Capital 75.00

6 Reserves and Surplus 49.23

7 Total Assets 137.81

8 Total Liabilities 137.81

9 Investment other than

Investment in subsidiary 0

10 Turnover 8.97

11 Profit before taxation 0.16

12 Provision for Taxation 0.05

13 Profit after taxation 0.11

14 Proposed Dividend Nil


9

S

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Paras Bathia (DIN No. 00056197) and Mr. SunilJain (DIN No. 00025926), Whole Time Directorsof the Company, retire by rotation at the ensuingAnnual General Meeting and being eligible, offerthemselves for re-appointment.

14.1PERFORMANCE EVALUATION OF BOARDAND ITS' COMMITTEES

Pursuant to the provisions of the CompaniesAct, 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015,the Board has carried out an annual performanceevaluation of its own performance, the directorsindividually as well as the evaluation of theworking of its Audit Committee, Nominationand Remuneration Committee. The manner inwhich the evaluation has been carried out hasbeen explained in the Corporate GovernanceReport.

14.2REMUNERATION POLICY

The Board has, on the recommendation of theNomination & Remuneration Committee frameda policy for selection and appointment ofDirectors, Senior Management and theirremuneration. The Remuneration Policy is statedin the Corporate Governance Report.

14.3MEETINGS

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

During the year five Board Meetings and fourAudit Committee Meetings were convened andheld. The details of Board Meetings and variousCommittee Meetings are given in the CorporateGovernance Report. The intervening gap betweenthe Meetings was within the period prescribedunder the Companies Act, 2013/SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015.

14.4FAMILIARISA TION PROGRAMME FORINDEPENDENT DIRECTOR

The Company keeps its Directors informed ofthe activities of the Company, its managementand provides overall capital market perspectiveand the issues faced by the market. The detailsof familiarization programme is explained in theCorporate Governance Report and are alsoavailable on the Company's website under thehead Investor Relations

15. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief andaccording to the information and explanations obtainedby them, your Directors make the following statementsin terms of Section 134(3)(c) of the Companies Act,2013:

a) that in the preparation of the annual financialstatements for the year ended 31st March,2018, the applicable accounting standards havebeen followed along with proper explanationrelating to material departures, if any;

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 viewof the state of affairs of the Company as at31st March, 2018 and of the profit of theCompany for the year ended on that date;

c) that proper and sufficient care has been takenfor the maintenance of adequate accountingrecords in accordance with the provisions ofthe Companies Act, 2013 for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities;

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

e) that proper internal financial controls were inplace and that the financial controls wereadequate and were operating effectively.

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

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered intoduring the financial year were on an arm's lengthbasis and in the ordinary course of business. Thereare no materially significant related party transactionsi.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 beforethe Audit Committee as also the Board for approval.Prior omnibus approval of the Audit Committee isobtained on yearly basis for the transactions which


10

S

are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval sogranted are at arms' length and a statement givingdetails of all related party transactions is placedbefore the Audit Committee and the Board ofDirectors for their approval on a quarterly basis.The policy on Related Party Transactions as approvedby the Board is uploaded on the Company's website.The policy ensures that proper reporting, approvaland disclosure process are in place for all transactionsbetween the Company and the related parties.

17. SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS OR COURTS

There are no significant material orders passed bythe Regulators/Courts which would impact the goingconcern status of the Company and its futureoperations.

18. AUDITORS

18.1 STATUTORY AUDITORS

M/s. Jigna Sheth & Associates, CharteredAccountants were appointed as Statutory Auditorsof the Company at the Annual General Meetingheld on 9th September 2017 for a term of fiveconsecutive years, subject to ratification ofappointment by members at every AnnualGeneral Meeting. In view of the amendment toSection 139 of the Companies Act, 2013, theCompany is not required to ratify the re-appointment of the Statutory Auditors at everyAnnual General Meeting. Hence the item ofratification of re-appointment of Statutory Auditoris not required to be considered at the ensuingAnnual General Meeting. In view of the sameM/s. Jigna Sheth & Associates, CharteredAccountants will continue to act as StatutoryAuditors of your Company for the financial year2018-19

The notes on the financial statement referredto in the Auditors Report are self explanatoryand do not call for any further comments. TheAuditors Report does not contain any qualification,reservations or adverse remark.

18.2 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 hasappointed 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, reservations or adverse remark.

19. COMPLIANCE OF SECRETARIAL STANDARDS

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

20. CORPORATE GOVERNANCE

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

21. ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The Company has been taking all the possiblemeasures to conserve the energy and use andadopt best technology available in the market.

I) Energy Conservation:

In order to conserve the energy the Companyhas taken 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 Departmentwhich keeps abreast of technological advancementand try and adopt the same for day to dayoperations. The Company offers user friendlytrading terminals and trading platforms to itsclients. The Company has in place Wide AreaNetworking, high breed lease lines, use ofVsats in remote areas, Risk Management softwareetc..

III) There is no Foreign Exchange earnings andoutgo during the year

22. EXTRACT OF ANNUAL RETURN

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

23. 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 annexedherewith as Annexure "C"

The information required pursuant to Section 197read with Rule, 5 of The Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014 in respect of employees of the Company, arenot applicable to the Company as no Employee ofthe Company is in receipt of remuneration of Rs.60,00,000/- p.a. or Rs. 5,00,000/- p.m.


11

S

24. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Companyprepared in accordance with relevant AccountingStandards issued by the Institute of CharteredAccountants of India form part of this Annual Report.

25. LISTING OF SHARES

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

26. 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.

27. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail brokingthrough network of branches, sub-broker andauthorized persons. The internet based trading facilitiesoffered by the company is popular and widely usedby the clients and viewers. The Company offersResearch Report and financial updates to IndividualClients. The Company is also rendering DepositoryServices to its clients.

28. OPPORTUNITIES AND THREATS

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

29. SEGMENT-WISE OR PRODUCT-WISEPERFORMANCE

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

30. OUTLOOK

During the year under review, on account of thesignificant reforms launched by the Government likeGST, Indian Bankruptcy Code and recapitalizationpackages, have led to the major revival of IndianEconomy, thereby boosting the market sentiment andinvestors confidence.

However, in the last quarter of the year, on accountof pressure on fiscal, current account deficit, risingcrude oil prices and depreciation of rupee in termsof dollar, there was a set back. Further the risinginterest rates, willful defaults and bank frauds, hadsevere impact on the business environment including

the capital market during the period January-March2018. The negative market sentiment had taken toll onmid cap and small cap stocks with the result morethan 500 stocks have been corrected between 30% to70% since their highs in January 2018.

During the current year, the expectation of normalmonsoon coupled with Government's continued reformsand budgetary support and general elections, we hopeit will further help the revival of the economy and theCapital Market. This will in turn help the company interms of volume and profitability.

31. HUMAN RESOURCES

Your company has been able to employ and retainqualified professionals by offering the challengingwork environment and compensation. The Companyprovides in house training to its employees. Therewere 74 employees as at 31-3-2018.

32. FORWARD LOOKING STATEMENT

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

33. 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 harassmentof women at work place. There were nil complaintspending/received on sexual harassment during theyear under review.

34. ACKNOWLEDGMENT

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


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

Place : MumbaiDate : May 30, 2018

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


12

S

ANNEXURE "A" to BOARD'S REPORT

SECRETARIAL AUDIT REPORT

FORM NO. MR-3FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 andRule 9 of the Companies (Appointment and RemunerationPersonnel) Rules, 2014]

To,The Members,Joindre Capital Services Limited

We 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 forevaluating the corporate conducts / statutory compliances andexpressing our opinion thereon.

Based on our verification of books, papers, minute books,forms and returns filed and other records maintained by theCompany and also the information provided by the Company,its officers, agents and authorized representatives during theconduct of Secretarial Audit, we hereby report that in ouropinion, the Company has, during the audit period covering thefinancial year ended on 31st March, 2018 complied with thestatutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism inplace to the extent, in the manner and subject to the reportingmade hereinafter:

We have examined the books, papers, minute books, formsand returns filed and other records maintained by the Companyfor the financial year ended on 31st March, 2018, according tothe provisions of:

1. The Companies Act, 2013 (the Act) and the rules madethereunder;

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 rulesand 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 prescribedunder the Securities and Exchange Board of India Act,1992 ('SEBI Act'):-

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) The Securities and Exchange Board of India (Issueof Capital and Disclosure Requirements) Regulations,2009;

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(Not applicable to the Comp any during the AuditPeriod);

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);

h) The Securities and Exchange Board of India (Buybackof Securities) Regulations, 1998; (Not applicable tothe Comp any during the Audit Period);

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

6. Laws specifically applicable to the industry to which thecompany belongs, as identified by the management, thatis to say:-

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

We have also examined compliance with the applicable clausesof the following:

1) Secretarial Standards issued by The Institute of CompanySecretaries of India i.e. Secretarial Standards - 1 forBoard Meetings and Secretarial Standards - 2 for GeneralMeetings;

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 that

The Board of Directors of the Company is duly constituted withproper balance of Executive Directors and Non ExecutiveDirectors / Independent Directors. There were no changes inthe composition of the Board of Directors that took place duringthe period under review.

Adequate 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 seekingand obtaining further information and clarifications on theagenda items before the meeting and for meaningful participationat the meeting.

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 operationsof the Company to monitor and ensure compliance withapplicable laws, 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 toSection 180 of the Companies Act, 2013;

4. Merger / Amalgamation / Reconstruction etc.;

5. Foreign Technical Collaborations.

Pradip Shah

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

Place : Mumbai FCS No. 1483Date : 30th May, 2018 C P No.: 436


21

S

Name of Director Executive/Non-

Executive

Promoter/Independent

No of BoardMeetings

attended outof 5 meetings

held

Attendanceat last AGM

No. of otherDirectorship

No. of CommitteeMemberships/Chairmanship

including Joindre CapitalServices Ltd

Chairmanship Membership

Mr. Anil Mutha EWD P 4 Yes 5 Nil NilMr. Dinesh Khandelwal EWD P 5 Yes 1 Nil NilMr. Paras Bathia EWD P 5 Yes 1 Nil NilMr. Subhash Agarwal EWD P 5 Yes 2 RM-JCSL AC-JCSL,

SRC-JCSL &NRC-JCSL

Mr. Sunil Jain EWD P 5 Yes 1 Nil SRC-JCSL,RM-JCSL

Mr. Haresh Mehta NE 1 5 No Nil Nil NilMr. Ravi Sant Jain NE 1 5 No Nil SRC-JCSL NRC-JCSLMr. Ramavtar Badaya NE 1 5 No Nil Nil NilMrs. Sonali Chaudhary NE 1 5 No Nil Nil AC-JCSL

NRC-JCSLMr. Veepin Thokal NE 1 5 Yes Nil AC-JCSL; RM-JCSL

NRC-JCSL

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, thecategory of Directors, the attendance of Directors at the Board Meetings and the last Annual General Meeting areas 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 2018 IN TERMSOF REGULATION 34(3) READ WITH SCHEDULE VOF SEBI (LISTING OBLIGA TIONS AND DISCLOSUREREQUIRMENTS) REGULATIONS, 2015I. COMPANY'S PHILOSOPHY ON CODE OF

GOVERNANCE

The company is committed to adopt best practices inCorporate Governance and disclosures. Timely andaccurate flow and disclosure of information about financialsituation, performance, ownership and management ofthe Company is an important part of CorporateGovernance. While trying to achieve financial target, theCompany follows the business principles and ethics inall its dealings with shareholders, employees, lenders,creditors, customers and the government.

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 andthe Committee Members for discharging their fiduciaryduties, disclosure of material and financial informationto stakeholders, ensuring proper system and processfor internal control.

Governance S tructure

The 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 Directors

The 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 pracitces and its resources are utilisedfor creating sustainable growth.

Committees of Directors

In 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 tructure

The 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.


22

S

II) Board T raining and Induction

At the time of appointment of Director, a formalletter of appointment is issued which interaliainclude the role, function, duties andresponsibilities. He is also explained in detailthe various internal policies of the companyand the compliances under the Companies Act,SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and otherrelevant regulations. The Whole Time Directorshave one-to-one discussion with the concerndirector to enable him/her to get himself/herselfacquainted with the company, its businessactivities and regulatory framework in which itoperates.

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 annualfinancial statements, corporate strategies, businessplans, annual budgets, projects and capitalexpenditure. It monitors overall operatingperformance, and reviews such other itemswhich require Board's attention. It directs andguides the activities of the Management towardsthe set goals and seeks accountability. It alsosets standards of corporate behavior, ensurestransparency in corporate dealings and compliancewith laws and regulations. The Agenda for theBoard Meeting covers items set out in Regulation17(7) read with part A of Schedule II of SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015, to the extent these arerelevant and applicable. All agenda items aresupported by relevant information, documentsand presentations and discussions during themeeting to enable the Board to take informeddecisions.

IV) Board Meetings

During the year under review 5 meetings wereheld on 30-05-2017; 14-08-2017; 18-10-2017;14-11-2017, and 14-02-2018

V) Meetings of the Independent Directors

During the year under review one meeting ofIndependent Directors was held on 14-2-2018inter alia to discuss the following.

l Evaluation of the performance of NonIndependent Directors and the Board asa whole;

l Evaluation of the quality, content andtimeline of flow of information between theManagement and the Board that is necessaryfor the Board to effectively and reasonablyperform its duties.

All the Independent Directors were presentat the Meeting.

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

Mr. Paras Bathia and Mr. Sunil Jain, retire byrotation at the ensuing Annual General Meetingand being eligible, offer themselves for re-appointment. Mr. Paras Bathia is B.Com, havingmore than 30 years of experience in capitalmarket and has been the Whole time Directorof the Company since 1998. Mr. Sunil Jain isB.com, FCA, having more than 25 years ofexperience in capital market and has been theWhole time Director of the Company since 1995.

III. COMMITTEES OF THE BOARD

The Board has constituted the Audit committee,Stakeholders' Relationship Committee, Nominationand Remuneration Committee. The terms of referenceof these Committees are determined by the Board.Meetings of each of these Committees are convenedby the respective Chairman of the Committee, whoalso informs the Board about the summary ofdiscussions held in the Committee Meetings. TheMinutes of the Committee Meetings are tabled atthe Board Meetings.

A) AUDIT COMMITTEE

The Audit Committee acts as a link betweenthe Statutory Auditors, the Internal Auditors andthe Board of Directors. Its purpose is to assistthe Board in fulfilling its oversight responsibilitiesof monitoring financial reporting processes,reviewing the Company's established systemsand processes for internal financial controls,governance and reviewing the Company's statutoryand internal audit activities. The Committee isgoverned by terms of reference which is in linewith the regulatory requirements mandated bythe Companies Act, 2013 and SEBI Regulations.Some of the important functions performed bythe Committee are:

A-1 Financial Reporting and Related Processes

l Oversight of the Company's financial reportingprocess and financial information submitted tothe Stock Exchanges, Regulatory authorities orthe Public.

l Reviewing with the Management the quarterlyunaudited financial statements and the Auditors'Limited Review Report thereon/audited annualfinancial statements and Auditors' Report thereonbefore submission to the Board for approval.This would, inter alia, include reviewing changesin the accounting policies and reasons for thesame, major accounting estimates based onexercise of judgement by the Management,significant adjustments made in the financialstatements and/or recommendation, if any, madeby the Statutory Auditors in this regard.


23

S

l Review the Management Discussion & Analysisof financial and operational performance.

l Discuss with the Statutory Auditor its judgmentabout the quality and appropriateness of theCompany's accounting principles with referenceto the Generally Accepted Accounting Principlesin India (GAAP).

l Review the investments 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 a vigilmechanism and to review the findings ofinvestigation into cases of material nature andthe actions taken in respect thereof.

A-3 Audit

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

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 remunerationof the Statutory Auditors.

l To discuss with the Statutory Auditors/ChiefInternal Auditors any significant difficultiesencountered during the course of the Audit.

A-4 Other Duties

l To approve the appointment, removal andterms of remuneration of the Chief InternalAuditor and to approve the appointment of theChief Financial Officer.

l To grant omnibus approval for related partytransactions which are in the ordinary courseof business and on an arms length pricingbasis and to review and approve such transactionssubject to the approval of the Board.

Date of Meeting Veepin Thokal Sonali Chaudhary Subhash Agarwal

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

Director Director Director

30-05-2017 Present Present Present




Meetings attended out of 4 4 4total 4 meetings held

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.

B) NOMINATION AND REMUNERATION COMMITTEE

In 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.

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.

The composition of Audit Committee as at 31-3-2018and the attendance at the Audit Committee Meetingsduring the year under review are as follows:


24

S

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, one meeting was 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 transfer/transmission of shares as may be issuedby the Company from time to time;

l issue of duplicate share certificates reported lost,defaced or destroyed, as per the laid downprocedure;

l issue new certificates against subdivision of shares,renewal, split or consolidation of share certificates

l to approve and monitor dematerialization of sharesand all matters incidental or related thereto;

l monitoring expeditious redressal of investors/stakeholders grievances /complaints related totransfer of shares, Non receipt of Dividends,Annual Report etc ;

The Stakeholders Relationship Committee consists ofthe following members. The attendance at theStakeholders Relationship Committee Meetings are asfollows:

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 CEOand their remuneration. The Policy has been outlinedbelow:

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

Chairman & Member & Member &Non Executive Executive Executive

Independent Whole Time Whole TimeDirector Director Director





Meetings attended out of 4 4 4total 4 meetings held

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 attendedby him, of such sum as may be approved bythe Board of Directors within the overalllimits prescribed under the Companies Act,2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules,2014;

l The Independent Directors of the Companyshall not be entitled to participate in theStock Option Scheme of the Company, ifany, introduced by the Company.

Date of

Meeting

Chairman & Non Member & Non Member & Non Member &

Executive Executive Executive Executive

Independent Independent Independent Whole Time

Director Director Director Director

18-10-17 Present Present Present Present

Veepin ThokalSonali

Chaudhary

Subhash

AgarwalRavi Jain


25

S

C) The Company has not issued any stockoptions or paid any performance linkedincentives or fixed component incentives tothe Directors.

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

Name and Designation Period Approval of Members

Anil Mutha 5 Years AGM held on

Whole Time Director (15.09.15 - 14.09.2020) 26.09.2015

Dinesh Khandelwal 5 Years AGM held on


Paras Bathia 5 Years AGM held on


Subhash Agarwal 5 Years AGM held on


Sunil Jain 5 Years AGM held on


VII. CORPORATE SOCIAL RESPONSIBILITY

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

VIII. RISK MANAGEMENT

The main activities of the Company is retail stockbroking through the network of branches and sub-brokers, authorised persons. The ComplianceDepartment ensures that various existing policiesregarding registration of clients, risks relating toclient level, dealing in penny stocks, exposure limit,brokerage rates, suspending/ closure of client'saccount etc. are in place in compliance with theExchange Rules and Regulations so that businessrisk is minimised and there are no penal action bythe Regulatory Authorities. The Company has takenadequate measures to secure interest of the clients.The Trader Terminal provided offer on line real timedata such as ledger balance of stock and fundsposition etc. Company transfers clients' funds andsecurities to their designated bank and demataccount and all receipt and payment from/to clientsare through account payee cheque only and no cashpayment/acceptance is permitted. Your Company'srisk management system comprises of prudentialnorms, timely reporting and stringent controls. Thevarious policies of the company, internal controlsystems ensures operational efficiency and mitigaterisk. Technology is an integral part of the Company'sbusiness operations and hence to mitigate the riskto technology failure, your company has taken up

E) Equity Shares of Joindre Capital ServicesLimited held by the Non-Executive Directorsare as follows:

Non Executive Directors No. of shares

held as on

31.03.2018

No. of shares

held as on

31.03.2017

Mr. Haresh J. Mehta Nil Nil

Mr. Ramavtar Badaya Nil Nil

Mr. Ravi S. Jain Nil Nil

Mrs. Sonali Chaudhary Nil Nil

Mr. Veepin Thokal 1,000 1,000

C) REMUNERATION POLICY FOR THE KEYMANAGERIAL PERSONNEL AND SENIORMANAGEMENT PERSONNEL

The remuneration policy of the company is directedtowards attracting and retaining the high calibertalent.

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 incrementis based on the roles and responsibilities,the Company's performance vis-à-vis theannual budget achievement, individualsperformance 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, 2018, is as under:

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

Fund Fees

1. Mr. Anil Mutha (WTD) 33.00 0.22 0.47 Nil

2. Mr. Dinesh Khandelwal (WTD) 24.00 0.22 0.53 Nil

3. Mr. Paras Bathia (WTD) 26.50 0.22 0.57 Nil

4. Mr. Subhash Agarwal (WTD) 12.00 0.00 0.47 Nil

5. Mr. Sunil Jain (WTD) 33.00 0.22 0.42 Nil

6. Mr. Haresh Mehta

(Independent Director) Nil Nil Nil 0.03

7. Mr. Ravi S. Jain


8. Mr. Ramavtar Badaya


9. Mrs. Sonali Chaudhary


10. Mr. Veepin Thokal



26

S

steps like use of sophisticated firewalls to protect theIT infrastructure 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 under Regulation21 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 ideintifying 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.

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-27 tothe Financial Statements forming part of the AnnualReport. The policy on Related Party Transactions isplaced on the company's website.

X. DISCLOSURES

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 (ListingObligations and Disclosure Requirements) Regulations2015.

Material unlisted subsidiary

The 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 MANAGEMENT

The Board has formulated a code of conduct for theBoard 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,2018. A declaration to this effect signed by the WholeTime Director of the Company is given elsewhere inthe Annual Report. A copy of the said policy has beenput up on the Company's Website www.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 professionalrelationship with the company, while in possessionof unpublished price sensitive information in relationto the Company and during the period when theTrading Window is closed. The Company Secretaryis responsible for implementation of the Code. A copyof the said policy has been put up on the Company'sWebsite www.joindre.com.


27

S

XIV. AUDIT AND INTERNAL CHECKS

M/s. Jigna Sheth Associates, 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 Requirments) Regulations, 2015, theCompany has appointed Mr. Vijay Pednekar as theCompliance Officer. Email address of ComplianceOfficer is [email protected]

A. Complaint Status for the year 01/04/2017 to31/03/2018 (Equity Shares)

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 ofspecial resolutions passed thereat are given below:

Financial

Year Ending

Nature of

MeetingDate Location

31st March, 20th AGM 26-09-2015 M C Ghia Hall, (ITAMMA), 10.00 A.M

2015 Bhogilal Hargovindas Building, 4th Floor,

18/20, Kaikhushru Dubhash Marg,

(Behind Prince of Wales Museum),

Mumbai - 400 001.

31st March, 21st AGM 27-08-2016 M C Ghia Hall, (ITAMMA), 10.00 A.M




Mumbai - 400 001.

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




Mumbai - 400 001.

Time

B) SPECIAL RESOLUTION PASSED THROUGHPOSTAL BALLOT

No 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.

XVII. COMMUNICATION WITH THE MEMBERS

l The unaudited quarterly/half yearly results areannounced within forty-five days of the close of

the 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 2017-18 were published in the News Papers, as under:

Quarter Results published on

June, 2017 15-08-2017 Free Press Journal (English)and 16-08-2017 Nav Shakti (Marathi)

September, 2017 15-11-2017 Free Press Journal (English)and Nav Shakti (Marathi)

December, 2017 15-02-2018 Business Standard (English)and Nav Shakti (Marathi)

March, 2018 31-05-2018 Business Standard (English)

and 01-06-2018 Nav Shakti (Marathi)

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 circulatedto Members 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.

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


28

S

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 Statutory 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 31-03-2018.

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 IndiaPrivate Limited at the address mentioned above.

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, 2018, 1,36,44,909 equity shares (representing98.62% of issued equity shares) of the Company aredematerialized. All these shares are electronically transferredthrough the demat facility. The balance 1,91,551 equityshares (representing 1.38% of issued equity shares) are inphysical mode. The Company has assigned the job ofphysical transfer of shares to its Registrar and ShareTransfer Agent, Sharex Dynamic India Private Limited. TheStakeholders Relationship Committee takes on record allthe physical share transfers from time to time.

Distribution of Shareholding as on 31st March, 2018:

XVIII. GENERAL SHAREHOLDER INFORMATION

AGM Date, Time & Venue Date: 1st September 2018

Time: 10.00 A.M.

Venue: M. C. GHIA HALL (ITAMMA),

Bhogilal Hargovindas Building, 4th Floor,

18/20 Kaikhushru Dubash Marg,


Mumbai 400 001.

Financial Year 1st April to 31st March

Book Closure Date 25th August 2018 to 1st September 2017

Listing on Stock Exchanges The BSE Limited

Stock Code & Demat Scrip Code (ISIN) BSE Ltd

Stock Code: 531861

Scrip Code: INE 024B01010

Registrar & Transfer Agents Sharex Dynamic (India) Private Limited

Address: Unit-1, Luthra Ind. Premises,

Andheri-Kurla Rd., Safed Pool,

Andheri (E), Mumbai 400072.

Tel. No. : (022) 28515606 , 28515644

Fax No. : (022) 28512885

Email ID: [email protected]

Registered Office & Correspondence M/s. Joindre Capital Services Limited.

Address 32, Raja Bahadur Mansion,

Ground Floor, Opp. Bank of Maharashtra,

Mumbai Samachar Marg,

Fort, Mumbai - 400023.

Tele No. : (022) 40334720

Fax No. : (022) 40334721

Email Address: [email protected]

Range (In Rs.)No. of

Shareholders

% to total

holders

No of shares

held

% to capital

1 - 5000 2572 94.04 1666189 12.03

5001 - 10000 71 2.60 524959 3.79

10001 - 100000 72 2.63 2263354 16.36

100001 & above 20 0.73 9381958 67.82

Total 2735 100.00 13836460 100.00

Shareholding Pattern as on 31 st March, 2018Category No of Shares % Of Share

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

- Indian Promoters 8815589 63.71- Foreign Promoters 0 0.000Sub-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 317559 2.29ii. Indian Public 4504563 32.56iii. NRI/OCBS 146189 1.06iv. Clearing Members 52560 0.38Sub-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.


Place: May 30, 2018 (Anil Mutha) (Subhash Agarwal)Date : Mumbai Whole Time Director Whole Time Director

(DIN 00051924) (DIN 00022127)

Apr-17 18.5 29.7 18.5 23.7 997191 2459 25262555 11.2 5.2May-17 23.75 25 20.55 24.25 275514 1023 6397318 4.45 0.5Jun-17 25 29.5 23.05 26.25 364666 1414 9728409 6.45 1.25Jul-17 26.7 37.7 25.55 33.4 925210 3133 29526928 12.15 6.7Aug-17 32.2 35.4 25.3 29.7 371503 1528 11028652 10.1 -2.5Sep-17 30 34.4 26.9 29.05 327860 1710 10196110 7.5 -0.95Oct-17 30.8 41.5 29 36.2 622090 2769 23414036 12.5 5.4Nov-17 38.05 39 31 33.7 312994 1558 10678988 8 -4.35Dec-17 32.65 46 31.3 43 696445 2817 27722334 14.7 10.35Jan-18 44 44.95 36.5 36.7 627356 3797 25730945 8.45 -7.3Feb-18 37.5 38.6 27 31.9 287680 1821 9816896 11.6 -5.6Mar-18 32 36.95 24 25.55 174281 1185 5004941 12.95 -6.45

MonthTotal

Turnover(Rs.)

SpreadHigh-Low

SpreadClose-Open

Open

Price

High

Price

Low

Price

Close

Price

No. of

Shares

No. of

Trades

Apr-17 29241 23.7May-17 29804 24.25Jun-17 30680 26.25Jul-17 31017 33.4Aug-17 31128 29.7Sep-17 31081 29.05Oct-17 31440 36.2Nov-17 32683 33.7Dec-17 32565 43Jan-18 33703 36.7Feb-18 33482 31.9Mar-18 32483 25.55

ScripPrice

BSESensex

Month


29

S

WHOLE TIME DIRECTOR AND CFOCERTIFICATE

To The Board of DirectorsJoindre Capital Services Ltd,Mumbai

We, the undersigned, in our respective capacities asWhole Time Directors and Chief Financial Officer of JoindreCapital Services Limited ("the Company"), to the best ofour knowledge and belief certify that:

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

March, 2018 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.

Anil Mutha Dinesh KhandelwalWhole Time Director 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 May, 2018

COMPLIANCE WITH CODE OF BUSINESSCONDUCT & ETHICSThe Members,Joindre Capital Services Ltd

As provided under Regulation 26 (3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the Board Members and the Senior ManagementPersonnel have confirmed compliance with the Company'sCode of Conduct for the year ended 31-3-2018

Subhash AgarwalWhole Time Director

Place: MumbaiDate: 30th May, 2018

AUDITORS' CERTIFICATE REGARDINGCOMPLIANCE OF CONDITIONS OF CORPORATEGOVERNANCE

ToThe Members of Joindre Capit al Services Lt d

We have examined the compliance of conditions of CorporateGovernance by Joindre Capital Services Ltd (the Company),for the year ended 31st March 2018 as stipulated inChapter IV of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015 (referred to as “SEBI LODR” Regulations,2015"), pursuant to the Listing Agreement of the companywith the Stock Exchange.

The compliance of conditions of Corporate Governance isthe responsibility of the Company's Management. Ourexamination was limited to procedures and implementationthereof, adopted by the Company for ensuring the complianceof the conditions of Corporate Governance. It is neither anaudit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information andaccording to the explanations given to us we certify that theCompany has complied with the conditions of CorporateGovernance as stipulated in the SEBI LODR Regulations2015.

We further state that such compliance is neither an assuranceas to the future viability of the Company nor the efficiencyor effectiveness with which the Management has conductedthe affairs of the Company.

For JIGNA SHETH & ASSOCIATES Chartered Accountants

Firm Registration No. 134922W

JIGNA SHETHPlace: Mumbai ProprietorDate: 30th May, 2018 Membership No. : 148236


30

S

INDEPENDENT AUDITORS' REPORT

To the Members of


Report on the S tandalone Financial S tatement s

We have audited the accompanying standalone financialstatements of JOINDRE CAPITAL SERVICES LIMITED ("theCompany"), which comprise the Balance Sheet as at 31st

March, 2018, the Statement of Profit and Loss, the Cash FlowStatement for the year then ended, and a summary of thesignificant accounting policies and other explanatory information.

Management's Responsibility for the S tandalone FinancialStatement s

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act, 2013 ("the Act")with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position,financial performance and cash flows of the Company inaccordance with the accounting principles generally accepted inIndia, including the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonableand prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalonefinancial statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditingstandards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules madethereunder.

We conducted our audit in accordance with the Standards onAuditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assuranceabout whether the standalone financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidenceabout the amounts and the disclosures in the standalonefinancial statements. The procedures selected depend on theauditor's judgment, including the assessment of the risks ofmaterial misstatement of the standalone financial statements,whether due to fraud or error. In making those risk assessments,the auditor considers internal financial control relevant to theCompany's preparation of the standalone financial statementsthat give a true and fair view in order to design auditprocedures that are appropriate in the circumstances, but notfor the purpose of expressing an opinion on whether theCompany has in place an adequate internal financial controlssystem over financial reporting and the operating effectivenessof such controls. An audit also includes evaluating theappropriateness of the accounting policies used and thereasonableness of the accounting estimates made by theCompany's Directors, as well as evaluating the overall presentationof the standalone financial statements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinionon thestandalone financial statements.

Opinion

In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalone financialstatements give the information required by the Act in the mannerso required and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the state ofaffairs of the Company as at 31stMarch, 2018, and its profit andits cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirement s

1. As required by the Companies (Auditor's Report) Order, 2015("the Order") issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, we give inthe Annexure A, a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section143(3) of the Act, we report that:

(a) we have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books;

(c) the balance sheet, the statement of profit and loss,and the cash flow statement dealt with by this Reportare in agreement with the books of account;

(d) in our opinion, the aforesaid standalone 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 as on 31st March, 2018 taken onrecord by the Board of Directors, none of thedirectors is disqualified as on 31st March, 2018 frombeing appointed as a director in terms of Section 164(2)of the Act;

(f) with respect to the adequacy of the internal financialcontrols over financial reporting of the Company andthe operating effectiveness of such controls, refer toour separate Report in "Annexure B";

(g) 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, inour opinion and to the best of our information andaccording to the explanations given to us:i. the Company does not have any pending

litigations which would impact its financial position;ii. the Company did not have any long-term contracts

including derivative contracts for which therewere any material foreseeable losses;

iii. during the Financial Year, the Company hastransferred Rs. 81,434 to the Investor Educationand Protection Fund.

For JIGNA SHETH & ASSOCIATESChartered Accountants


JIGNA SHETHPlace : Mumbai ProprietorDate : 30th May, 2018 Membership No. 148236


31

S

"ANNEXURE A" T O THE INDEPENDENT AUDITORS'REPORTThe Annexure referred to in our Independent Auditors' Reportto the members of the Company on the standalone financialstatements for the year ended on 31st March 2018. We reportthat:(1) In Respect of its fixed assets:

(a) The company is maintaining proper records showingfull particulars including quantitative details andsituation of fixed assets.

(b) The fixed assets of the company have been physicallyverified by the management during the year and nomaterial discrepancies between the book recordsand the physical inventory have been noticed. In ouropinion, the frequency of verification is reasonable.

(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.

(2) In respect of its inventories:(a) As explained to us, the inventory of shares and securities

has been physically verified during the year by theManagement. In our opinion, the frequency of verificationis reasonable

(b) According to the information and explanations given tous, in our opinion, the procedures of physical verificationof inventories followed by the Management arereasonable and adequate in relation to the size of theCompany and the nature of its business

(c) According to the information and explanations given tous and on the basis of our examination of records ofinventory, in our opinion, the Company has maintainedproper records of inventory of shares and securities andthere were no discrepancies noticed on verificationbetween the stocks lying in Demat Account and thebook records.

(3) According to the information and explanation given to us, thecompany has not granted any loans, secured or unsecuredto companies, firms or other parties covered in the registermaintained under section 189 of the Companies Act.Accordingly, clauses 3 (iii) (a) and 3(iii) (b) of the Order arenot applicable.

(4) In our opinion and according to the information andexplanations given to us, the Company has complied with theprovisions of section 185 and 186 of the Act, with respect tothe loans and investments made.

(5) The company has not accepted any deposits from public.(6) As informed to us, the maintenance of Cost Records has not

been specified by the Central Government under sub-section(1) of Section 148 of the Act, in respect of the activities carriedon by the company.

(7) In respect of statutory dues:(a) According to the information and explanations given to

us and according to the books and records as producedand examined by us, in our opinion, the company isgenerally regular in depositing the undisputed statutorydues including provident fund, employees' stateinsurance, income-tax, wealth tax, service tax, cessand any other statutory dues as applicable with theappropriate authorities.According to the information and explanations given tous no undisputed amounts payable in respect of

provident fund, employees' state insurance, income-tax, service-tax, excise duty, sales tax, customs dutyand cess were in arrears, as at 31st March, 2018 for theperiod of more than six months from the date theybecame payable.

(b) According to the information and explanation given tous, there are no dues of income tax, sales tax, servicetax, duty of customs, duty of excise, value added taxoutstanding on account of any dispute.

(8) In our opinion and according to the information andexplanations given to us, the Company has not defaulted inthe repayment of dues to banks. The Company has not takenany loan either from financial institutions or from thegovernment and has not issued any debentures

(9) Based upon the audit procedures performed and theinformation and explanations given by the management, thecompany has not raised moneys by way of initial public offeror further public offer including debt instruments and termLoans. Accordingly, the provisions of clause 3 (ix) of theOrder are not applicable to the Company and hence notcommented upon.

(10) During the course of our examination of the books andrecords of the company, carried out in accordance with thegenerally accepted auditing practices in India, and accordingto the information and explanation given to us, we haveneither come across any instance of fraud done by thecompany or any fraud done on the company by its officers oremployees, noticed or reported during the year, nor have webeen informed of such case by the management.

(11) Based upon the audit procedures performed and theinformation and explanations given by the management, themanagerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to theCompanies Act.

(12) In our opinion and according to the information andexplanations given to us, the Company is not a nidhi company.Accordingly, paragraph 3(xii) of the Order is not applicable.

(13) According to the information and explanations given to usand based on our examination of the records of the Company,transactions with the related parties are in compliance withsections 177 and 188 of the Act where applicable and detailsof such transactions have been disclosed in the financialstatements as required by the applicable accountingstandards.

(14) According to the information and explanations given to usand based on our examination of the records of the Company,the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertibledebentures during the year.

(15) According to the information and explanations given to usand based on our examination of the records of the Company,the Company has not entered into non-cash transactionswith directors or persons connected with him. Accordingly,paragraph 3(xv) of the Order is not applicable.

(16) The company is not required to be registered under Section45-IA of the Reserve Bank of India Act, 1934.





32

S

"ANNEXURE - B T O 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")

We have audited the internal financial controls with referenceto financial statements of JOINDRE CAPITAL SERVICESLIMITED ("the Company") as of 31 March 2018 in conjunctionwith our audit of the standalone financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal FinancialControls

The Company's management is responsible for establishingand maintaining internal financial controls based on theinternal control with reference to financial statementscriteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Noteon Audit of Internal Financial Controls with reference tofinancial statements issued by the Institute of CharteredAccountants of India ('ICAI'). These responsibilities includethe design, implementation and maintenance of adequateinternal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business,including adherence to company's policies, the safeguardingof its assets, the prevention and detection of frauds anderrors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financialinformation, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statementsbased on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal FinancialControls with reference to Financial statements (the "GuidanceNote") and the Standards on Auditing, issued by ICAI anddeemed to be prescribed under section 143(10) of theCompanies Act, 2013, to the extent applicable to an auditof internal financial controls, both applicable to an audit ofInternal Financial Controls and, both issued by the Instituteof Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether adequate internalfinancial controls with reference to financial statements wasestablished and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financialcontrols system with reference to financial statements andtheir operating effectiveness. Our audit of internal financialcontrols with reference to financial statements includedobtaining an understanding of internal financial controlswith reference to financial statements, assessing the riskthat a material weakness exists, and testing and evaluatingthe design and operating effectiveness of internal controlbased 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 issufficient and appropriate to provide a basis for our auditopinion on the Company's internal financial controls systemwith reference to financial statements.

Meaning of Internal Financial Controls with referenceto Financial S tatement s

A company's internal financial control with reference tofinancial statements is a process designed to providereasonable assurance regarding the reliability of financialreporting and the preparation of financial statements forexternal purposes in accordance with generally acceptedaccounting principles. A company's internal financial controlwith reference to financial statements includes those policiesand procedures that (1) pertain to the maintenance ofrecords that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the companyare being made only in accordance with authorisations ofmanagement and directors of the company; and (3) providereasonable assurance regarding prevention or timely detectionof unauthorised acquisition, use, or disposition of thecompany's assets that could have a material effect on thefinancial statements.

Inherent Limit ations of Internal Financial Controls withreference to Financial S tatement s

Because of the inherent limitations of internal financialcontrols with reference to financial statements, includingthe possibility of collusion or improper management overrideof controls, material misstatements due to error or fraudmay occur and not be detected. Also, projections of anyevaluation of the internal financial controls with referenceto financial statements to future periods are subject to therisk that the internal financial control with reference tofinancial statements may become inadequate because ofchanges in conditions, or that the degree of compliancewith the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects,an adequate internal financial controls system with referenceto financial statements and such internal financial controlswith reference to financial statement were operatingeffectively as at 31 March 2018, based on "the internalcontrol with reference to financial statements criteriaestablished by the Company considering the essentialcomponents of internal control stated in the Guidance Noteon Audit of Internal Financial Controls with reference tofinancial statements issued by the Institute of CharteredAccountants of India".





33

S

BALANCE SHEET AS AT 31ST MARCH, 2018

(in Rupees)

Particulars Note No. As at As at31st March, 2018 31st March, 2017

I. EQUITY AND LIABILITIES1. Shareholders' Fund

a) Share Capital 2 138,364,600 138,364,600b) Reserves & Surplus 3 430,005,442 370,441,133

568,370,042 508,805,733

2. Non-Current Liabilitiesa) Deferred Tax Liabilities (Net) 4 605,200 571,600

605,200 571,600

3. Current Liabilitiesa) Trade Payables 5 250,215,801 189,313,664b) Other Current Liabilities 6 6,608,970 2,680,177c) Short Term Provisions 7 4,354,277 15,296,126

261,179,048 207,289,967

TOTAL 830,154,290 716,667,300

II. ASSETS1. Non-Current Asset s

a) Fixed Assets 8i) Tangible Assets 3,235,962 2,549,662ii) Intangible Assets 1,189,308 1,511,988

4,425,270 4,061,650

b) Non-Current Investments 9 41,892,901 52,038,634c) Long Term Loans and Advances 10 89,748,000 89,748,000d) Other Non-Current Assets 11 127,426,484 284,990,717

263,492,655 430,839,001

2. Current Asset sa) Trade Receivables 12 92,254,918 36,944,152b) Cash and Bank Balances 13 466,267,960 242,838,597c) Short Term Loans and Advances 14 6,564,715 4,267,338d) Other Current Assets 15 1,574,042 1,778,212

566,661,635 285,828,299

TOTAL 830,154,290 716,667,300

Significant accounting policies 1

The accomp anying notes are an integral p art of the financial st atement s

As per our report of even date att ached

For M/s Jigna Sheth & AssociatesFirm Registration No. : 134922WChartered Accountants

Jigna ShethProprietorMembership No. 148236

Place: MumbaiDated: 30th May, 2018

For and on behalf of the Board of Directors

Anil Mutha Whole Time Director (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


34

S

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018

(in Rupees)Particulars Note No. Year ended Year ended


I. REVENUE

Revenue from Operations 16 242,561,969 199,855,330

Other Income 17 77,463,632 85,951,750

Total Revenue 320,025,601 285,807,080

II. EXPENSES

Employee Benefit Expenses 18 45,766,175 38,703,061

Finance Costs 19 4,030,762 4,362,073

Depreciation and Amortisation Expenses 20 872,378 1,256,594

Other Expenses 21 198,928,377 162,112,702

Total Expenses 249,597,692 206,434,430

III. Profit before T ax 70,427,909 79,372,650

IV. Tax expenses:

Current Tax 13,725,000 25,700,000

Mat Tax (2,895,000) -

Deferred Tax 33,600 (181,800)

Prior year's Tax adjustments - (9,263)

10,863,600 25,508,937

V. Profit for the year 59,564,309 53,863,713

VI. Earning per share (of ` 10/- each):

a) Basic 4.30 3.89

b) Diluted 4.30 3.89

















35

S

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

(in Rupees)Particulars Year ended Year ended

31st March, 2018 31st March, 2017A) CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit/ (Loss) Before Tax 70,427,909 79,372,651Adjustment s for:Depreciation & Amortisation Expenses 872,378 1,256,594Finance Cost 4,030,762 4,362,073Loss on Discard of Fixed Assets - 2,040Investments Written off 1,300,000 -Interest Received (41,808,044) (42,897,778)Dividend Received 1,798,073 (925,876)

Operating Profit Before W orking Capit al Changes 36,621,078 41,169,704Adjustment s for:(Increase) / Decrease in Trade Receivables (55,310,766) 18,748,895(Increase) / Decrease in Short Term Loans & Advances 597,623 1,562,105(Increase) / Decrease in Long Term Loans & Advances - (907,500)(Increase) / Decrease in Other Current Assets 204,170 (521,796)(Increase) / Decrease in Trade Payables 60,902,137 25,298,458(Increase) / Decrease in Other Current Liabilities 3,928,793 (7,658,557)(Increase) / Decrease in Short Term Provisions (1,146,636) 1,274,273

Cash Generated From Operations 45,796,399 78,965,582

Direct Taxes Paid (Net of Refunds) (11,030,273) (25,523,891)

Net Cash from Operating Activities (A) 34,766,126 53,441,691

B)CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (1,235,998) (365,812)Purchase of Non Current Investments 10,145,733 (37,369)Investment less Redemption Bank Deposits (maturity more than 3 months) (94,889,737) (2,500,022)Investments Written off (1,300,000) -Interest Received 41,808,044 42,897,778Dividend Received (1,798,073) 925,876

Net Cash used in Investing Activities (B) (47,270,031) 40,920,451

C)CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Short Term Borrowings - (8,229,708)Finance Cost (4,030,762) (4,362,073)Dividend Paid ( Including Dividend Distribution Tax ) (12,489,940) (9,991,950)

Net Cash Flow From Financing Activities (C) (16,520,702) (22,583,731)

Net Increase/ (Decrease) in Cash & Cash Equivalent s (A+B+C) (29,024,607) 71,778,411

Opening Balance at the st art of the Year 100,303,431 28,525,020Closing Balance at the end of the Year 71,278,824 100,303,431

Net Increase/ (Decrease) in Cash & Cash Equivalent s (29,024,607) 71,778,411





For and on behalf of the Board of DirectorsAnil Mutha Whole Time Director (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: 1. Cash and cash equivalents consist of cash on hand and current balances with banks.2. The previous year's figures have been regrouped or rearranged wherever necessary.3. The figures in brackets are cash outflows.


36

S

1) SIGNIFICANT ACCOUNTING POLICIESA) Basis of Accounting :

These financial statements are prepared in accordance with generally accepted accounting principles applicable in India underthe historical cost convention except for certain financial instruments which are measured at fair value. These financialstatements comply with the applicable provisions of the Companies Act, 2013 and the accounting standards.

B) Use of Estimates :The preparation of Financial Statements in conformity with the Accounting Standards generally accepted in India requires, themanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent liabilities as at the date of the financial statements and reported amounts of revenues and expenses for the year.Actual results could differ from these estimates. Any revision to accounting estimates is recognised prospectively in currentand future periods.

C) Fixed Asset s :i) Tangible/Intangible Assets are stated at acquisition cost, net of accumulated depreciation/amortization and accumulated

impairment losses, if any. Intangible assets are amortised on straight line basis over their estimated lives.ii) Items of fixed assets that have retired from active use and are held for disposal are stated at the lower of their net book

value and net realizable value are shown separately in the financial statements. Any expected loss is recognisedimmediately in the statement of Profit and Loss.

iii) Gains or losses are arising from the retirement or disposal proceeds and the carrying amount of the asset and recognisedas income or expense in the statement of Profit and Loss,

D) Method of Depreciation and Amortisation:i) Depreciation on all assets has been provided on Straight Line Method ("SLM"), over the estimated useful of the assets

as per Schedule II of the Companies Act, 2013.ii) Cost of software capitalized is amortized over a period of 6 years.iii) Depreciation on additions to assets on sale/discardment of assets is calculated on pro rata from the month of such addition

or upto the month of such sale/discardment, as the case may be.E) Impairment of Asset s :

The management periodically assesses using internal sources whether there is any indication that an asset may be impaired.If an asset is impaired, the Company recognizes an impairment loss as the excess of the carrying amount of the asset overthe recoverable amount.

F) Investment s :i) Long term and strategic investments are stated at cost.ii) Current investments are stated at lower of cost and fair value determined on individual investment basis.

G) Revenue Recognition :Revenue is recognised to the extent that it is probable that the economic benefit will flow to the Company and the revenuecan be reliably measured. The following specific recognition criteria must also be met before revenue is recognized:i) Income from Brokerage is accounted on accrual basis i.e. on the transactions executed upto 31st March of the Financial

Year.ii) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable

interest rate.iii) Dividend income is recognized when the company's right to receive dividend is established by the reporting date.iv) Revenue in respect of Other Income is recognised when no significant uncertainty as to it's determination or realisation

exists.H) Retirement Benefit s :

i) Defined Contribution Plans : The Company contributes on a defined contribution basis to Employees' Provident Fundtowards post employment benefits, all of which are administered by the respective Government authorities, and has nofurther obligation beyond making its contribution, which is expensed in the year to which it pertains.

ii) Defined Benefit Plans : The gratuity scheme is administered through the Life Insurance Corporation of India [ LIC ].The liability for the defined benefit plan of Gratuity is determined on the basis of an actuarial valuation by an independentactuary at the year end, which is calculated using projected unit credit method. Actuarial gains and losses which compriseexperience adjustment and the effect of changes in actuarial assumptions are recognised in the Profit and Loss Account

iii) Leave Salary Liability : The encashment of leave salaries paid to employees is charged to Profit & Loss Account everyyear at actual basis.

I) Taxes on Income :i) Tax expenses comprise of current and deferred tax.ii) Current tax is measured at the amount expected to be paid on the basis of reliefs and deductions available in accordance

with the provisions of the Income Tax Act, 1961.iii) Deferred tax reflects the impact of current year timing differences between accounting and taxable income and reversal

of timing differences of earlier years. Deferred tax is measured based on the tax rates and laws that have been enactedor substantively enacted as of the balance sheet date. Deferred tax assets are recognised only to the extent there isreasonable certainty that sufficient future taxable income will be available against which such deferred tax assets canbe realised and are reviewed at each balance sheet date.

J) Leases :Leases are classified as operating leases where the lessor effectively retains substantially all the risks and benefits of theownership of the leased assets. Operating lease payments are recognised as expenses in the Profit and Loss Account asand when paid.

K) Provisions, Contingent Liabilities and Contingent Asset s :Provision is recognised when the company has a present obligation as a result of past events and it is probable that the outflowof resources will be required to settle the obligation and in respect of which reliable estimates can be made. A disclosurefor contingent liability is made when there is a possible obligation, that may, but probably will not require an outflow of resources.When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote,no provision / disclosure is made. Contingent assets are not recognised in the financial statements. Provisions and contingenciesare reviewed at each balance sheet date and adjusted to reflect the correct management estimates.


37

S

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018

(in Rupees)


2 Share Capit al

Authorised15,000,000 (previous year 15,000,000) Equity Shares of ` 10/- each 150,000,000 150,000,000

ISSUED, SUBSCRIBED AND PAID-UP13,836,460 (previous year 13,836,460) Equity Shares of Rs. 10/- each fully paid up 138,364,600 138,364,600

138,364,600 138,364,600

a) The reconciliation of the number of shares out standing as at 31 st March, 2018 and as at 31 st March, 2017

b) Terms/Right att ached to shares

i) The Company has one class of equity shares having par value of ` 10/- per share. Each holder of equity share is entitledto one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend if proposed by the Boardof Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

ii) In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distributionof all preferential amounts, in proportion to their shareholding.

c) Details of shareholders holding more than 5% shares in the Comp any

(in Rupees)31st March, 2018 31st March, 2017

3 Reserves & SurplusGeneral ReserveBalance as per the last financial statements 5,000,000 5,000,000

5,000,000 5,000,000Surplus in the S tatement of Profit and LossBalance as per the last financial statements 365,441,133 324,067,359Add:- Profit for the year 59,564,309 53,863,714

425,005,442 377,931,073Less: AppropriationsProposed Dividend on Equity Shares (refer note 24) - 10,377,350Tax on Proposed Dividend (refer note 24) - 2,112,590

430,005,442 370,441,1334 Deferred T ax

Deferred tax liabilities on account of depreciation 605,200 571,600

Net Deferred T ax Liability/ (Asset) 605,200 571,600

5 Trade PayablesSundry Creditors {Refer note - 29(c)} 250,215,801 189,313,664

250,215,801 189,313,6646 Other Current Liabilities

Unclaimed dividends 491,562 346,630Statutory dues 6,117,408 2,333,547

6,608,970 2,680,177

Equity Shares 31st March, 2018 31st March, 2017

Numbers In Rupees Numbers In Rupees

At the beginning of the year 13,836,460 138,364,600 13,836,460 138,364,600

Add/less during the year - - - -

Outstanding at the end of year 13,836,460 138,364,600 13,836,460 138,364,600

Name of Share Holder

Mr. Anil Devichand Mutha 1,771,000 12.80% 1,771,000 12.80%

Mr. Paras Kesharmal Bathia 1,266,850 9.16% 1,266,850 9.16%

Mr. Dinesh Khandelwal 771,600 5.58% 771,600 5.58%

M/s Neharaj Stock Brokers Pvt. Ltd. 1,113,958 8.05% 1,113,958 8.05%


No. of Shares % of Total Holding No. of Shares % of Total Holding


38

S

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018(in Rupees)

31st March, 2018 31st March, 20177. Short Term Provisions

Proposed Dividend (refer note 24) - 10,377,350Tax on Dividend (refer note 24) - 2,112,590Provision for Income Tax (Net of Advance Tax) 3,000,805 306,078Provision for expense 1,353,472 2,500,108

4,354,277 15,296,126

8. Fixed Asset s (in Rupees)


9. Non Current Investment sa) Trade Investment sUnquoted equity instruments (Valued at cost )

Nos. Value Nos. ValueIn subsidiary comp anyJoindre Commodities Limited 750,000 7,563,000 750,000 7,563,000Equity Shares of Rs. 10/- each fully paid upOthersSaurashtra & Kutch Stock Exchange Limited 50 5,000 50 5,000Equity Shares of ` 100/- each fully paid upBGSE Properties & Securities Limited 4,170 355,082 4,170 355,082Equity Shares of ` 1/- each fully paid upOur Investment Enterprises Ltd (Formaly Known as Cochin Stock Exchange Ltd) 125 2,111,250 125 2,111,250Equity Shares of ` 10/- each fully paid upCoimbatore Enterprises and Holdings Ltd - - - 1,300,000(Formerly Known as Coimbatore Stock Exchange Limited (Membership)

Sub - Total ( a ) 754,345 10,034,332 754,345 11,334,332

b) Other Investment sQuoted equity instrument s ( Valued at cost )Bhanderi Infracon Ltd. 73,200 8,679,876 69,600 8,214,592Equity Shares of ` 10/- each fully paid upBSE Limited 25,845 11,693 70,845 9,322,710Equity shares of ` 2/- each fully paid up (Equity shares of ` 1/- each fully paid up)Quoted Debt s Instrument s-Tax Free Bonds (V alued at cost)NTPC Limited 3,167 3,167,000 3,167 3,167,000Units of ` 1,000/- each fully paid upHUDCO Limited 10,000 10,000,000 10,000 10,000,000Units of ` 1,000/- each fully paid upIndia Infrastructure Finance Company Limited 10,000 10,000,000 10,000 10,000,000Units of ` 1,000/- each fully paid up

Sub - Total ( b ) 122,212 31,858,569 163,612 40,704,302

Total ( a + b ) 876,557 41,892,901 917,957 52,038,634

a) Aggregated amount of unquoted investments value of ` 10,034,332/- (Previous year ` 11,334.332/-)b) Aggregated amount of quoted investments value of ` 31,858,569/- (Previous year Rs. 40,704,302/-) and Market Value there of

` 57,531,979/- (Previous year ` 107,682,324/-)

Particulars

a) Tangible

Premise 1,128.003 - - 1,128,003 392,075 17.822 - 409,897 718,106 735,928

Furniture S Fixtures 2,880,583 32,813 - 2,913,396 2,149,803 90.720 - 2,240,523 672,873 730,780

Office Equipments 352,610 175,037 - 527,647 296,900 32,979 - 329,879 197,768 55,710

Computer 7,810,032 1,028,148 - 8,838,180 6,782,788 408,177 - 7,190,965 1,647,215 1 ,027,244

Total 12,171,228 1,235,998 - 13,407,226 9,621,566 549,698 - 10,171,264 3,235,962 2,549,662

Previous year 12,382,138 365.812 576.722 12,171,128 9,484.504 711.744 574.682 9,621,566 2,549,662 2.897,634

b) Intangible

Computer Software 7,598,619 - - 7,598,619 6,086,631 322,680 - 6,409,311 1,189,308 1,511,988

Total 7.598,619 - - 7,598,619 6.086.631 322,680 - 6,409,311 1,189,308 1,511,988

Previous year 9,084,318 - 1,485,699 7,598,619 7,027,480 544,850 1,485,699 6,086,631 1,511,988 2,056,838

GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

As at01/04/17

Additionsduring the

year

Sales andadjustmentduring the

year

As at31/03/18

Upto01/04/17

For theyear


year

Upto31/03/18

As at31/03/18

As at31/03/17


39

S



10 Long T erm Loans and AdvancesUnsecured, considered goodSecurity deposits 19,648,000 19,648,000Capital advances 70,100,000 70,100,000

89,748,000 89,748,000

11 Other Non-Current Asset sDeposits with banks non current portion (original maturity more than 12 months) 127,426,484 284,990,717

127,426,484 284,990,717

12 Trade ReceivablesTrade receivables (more than six months)Unsecured, considered good 5,442,568 1,828,885

5,442,568 1,828,885Other trade receivablesUnsecured, considered good 86,812,350 35,115,267

92,254,918 36,944,15213 Cash and Bank Balances

Cash and Cash Equivalent sCash on hand 199,311 215,526Balances with banksCurrent accounts 71,079,513 100,087,905

71,278,824 100,303,431

Other Bank BalanceEarmarked dividend accounts 491,562 346,630Deposits accounts (original maturity more than 3 months but less than 12 months) 8,531,418 -Deposits with banks current portion (original maturity more than 12 months) 385,966,156 142,188,536

394,989,136 142,535,166

466,267,960 242,838,597

14 Short T erm Loans and AdvancesUnsecured, considered goodSecurity deposits - 527,238Advances recoverable in cash or in kind 1,445,854 1,370,231MAT credit entitlement 2,895,000 -Advances to employees 537,000 -Other Loans and advancesBalance with government authorities 31,140 429,200Prepaid expense 1,655,721 1,940,669

6,564,715 4,267,338

15 Other Current Asset sAccrued income 1,574,042 1,778,212

1,574,042 1,778,212

16 Revenue from OperationsSale of services 214,312,203 173,217,139Other operating revenues 28,249,766 26,638,191

242,561,969 199,855,330

Details of sale of servicesIncome from Brokerage 214,312,203 173,217,139

214,312,203 173,217,139

Details of other operating revenuesIncome from DP Operation 11,383,005 10,926,497Income from Clearing charges 16,666,928 14,400,398Others 199,833 1,311,296

28,249,766 26,638,191


40

S


17 Other IncomeInterest income on bank deposits 31,841,963 33,703,030Interest income on tax free bonds 2,016,263 2,016,262Interest income on overdue balances 7,205,567 7,089,505Interest income on margin funding & deposits 744,251 88,981Profit on Sale of investment 29,271,816 43,304Profit on sale of bad delivery & vandha stock - 37,620,347Dividend income on long term investments 1,798,073 925,876Others 4,585,699 4,464,445

77,463,632 85,951,75018 Employee Benefit Expenses

Salaries, bonus and leave salary 41,340,246 35,197,090Contributions to provident and other funds 1,749,239 1,627,817Gratuity 1,124,148 898,898Staff welfare expenses 1,552,542 979,256

45,766,175 38,703,06119 Finance Cost s

Interest expense for borrowings 24,682 205,234Interest expense for others 2,319,740 1,719,289Interest on shortfall on Advance Tax 125,000 550,000Bank commission & charges 1,561,340 1,887,550

4,030,762 4,362,07320 Depreciation and amortization expense

Depreciation of tangible assets 549,698 711,744Amortization of intangible assets 322,680 544,850

872,378 1,256,59421 Other Expenses

Audit Fees ( Refer details below ) 750,000 750,000Advertisement expenses 589,523 51,909Business Promotion Expenses 5,019,208 2,309,528Brokerage paid 142,963,837 118,805,844Computer Expenses 3,209,380 2,037,386Clearing charges 14,632,079 12,727,028Sundry Investments Written off 1,300,000 -Directors’ Sitting Fees 23,000 24,000DP and Demat Charges 4,763,543 3,929,419Electricity Charges 1,734,576 2,183,334Insurance Premium 156,680 177,284Legal and Professional Fees 4,825,342 3,586,354Loss on Discard of Fixed Assets - 2,040Membership & Subscription 2,071,169 1,304,045Office Expenses 1,888,967 925,071Postage, Courier Expenses 689,274 415,225Printing & Stationery 2,180,975 2,766,040Rates & Taxes 792,276 544,372Rent Paid 3,629,336 2,702,412Repairs & Maintenance-others 1,151,525 764,176Stock exchange charges 2,856,933 2,706,121Telephone & Vsat Leaseline Charges 2,903,669 2,666,881Travelling & Conveyance 797,085 734,233

198,928,377 162,112,702Payment to auditorsAudit fees 550,000 550,000

Tax audit fees 100,000 100,000In other capacity 100,000 100,000

750,000 750,000



41

S

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018(in Rupees)


22 Contingent Liabilities and Commitment s ( to the extent not provided for )a) Contingent liabilitiesi) In respect of Bank Guarantee to Stock Exchanges against Fixed 127,000,000 127,000,000

Deposits of ` 74,484,647/- (previous year ` 65,130,174/-)

127,000,000 127,000,000

b) Commitment si) Capital Commitment not provided (net of advances) {Refer note - 29(b)} 99,300,000 99,300,000

226,300,000 226,300,00023 Earning per 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 59,564,309 53,863,714Basic and weighted average number of equity share outstanding during the year 13,836,460 13,836,460Normal value of equity share 10 10Basic EPS 4.30 3.89Diluted EPS 4.30 3.89

24 a) During the Financial Year 2017-18, Company has declared and paid dividend of` 0.75 per share which has resulted into outflow of ` 1,24,89,940/- (includingdividend distribution tax ` 21,12,590/-) which was proposed in FY 2016-17. Thesame has been already appropriated to reserves and surplus in FY 2016-17.

b) Further, the Board of Directors of the Company has proposed a dividend of ` 0.75per share which would result in an outflow of ` 1,24,89,940/- (including dividenddistribution tax of ` 21,12,590/-). Pending approval of shareholders the same is notrecognized in financial statements of the current financial year.

25 Operating Lease: Comp any as lesseeThe Company has taken various office premises under operating lease or leave licenseagreement. The lease terms in respect of such premises are on the basis of individualagreement entered into with respective landlords. The Company has given refundableinterest free security deposits in accordance with the agreed terms. The lease paymentare recognised in the statement of profit and loss under "Rent" in Note - 21

Future minimum rentals payable under cancellable operating leases are as follows

Within one year 3,436,752 2,709,336After one year but not more than five years 5,014,356 2,603,496

8,451,108 5,312,83226 Employee Benefit s

Defined benefit plan and long term employment benefitGratuity [ Defined benefit plan ] :

a) General description :The Company has a defined benefit gratuity plan. Every employee who hascompleted five years or more of service gets a gratuity on death or resignation orretirement at 15 days salary [ last drawn salary ] for each completed year of service.The scheme is funded with an insurance company in the form of a qualifyinginsurance policy.

b) Change in the present value of the defined benefit obligation :Opening defined benefit obligation 11,540,299 11,481,790Interest cost 796,837 822,891Current service cost 754,566 732,792Past Service cost 3,072,895 -Benefits paid (565,817) (213,519)Actuarial [gain] / losses on obligation (23,949) (1,283,655)

Closing defined benefit obligation 15,574,831 11,540,299


42

S


c) Change in the fair value of plan asset s :

Opening fair value of plan assets 15,360,298 13,546,182

Expenses deducted from the fund - (8,880)

Expected return on plan assets 1,096,943 1,088,381

Contributions by employer 1,092,621 888,788

Benefits paid (565,817) (213,519)

Actuarial gains / [ losses ] 80,887 59,346

Closing fair value of plan assets 17,064,932 15,360,298

Total actuarial gain [ loss ] to be recognized 104,836 1,343,001

d) Actual return on plan asset s


Actuarial gain/[loss] on plan assets 80,887 59,346

Actual return on plan assets 1,177,830 1,147,727

e) Amount recognised in the balance sheet

[Assets]/Liability at the end of the year 15,574,831 11,540,299

Fair value of plan Assets at the end of the year 17,064,932 15,360,298

Difference (1,490,101) (3,819,999)

[Assets]/Liability recognised in the Balance Sheet (1,490,101) (3,819,999)

f) [Income]/Expenses recognised in the Profit & Loss Account st atement :

Current service cost 754,566 732,792

Interest cost on benefit obligation 796,837 822,891

Expected return on plan assets (1,096,943) (1,088,381)

Net actuarial [gain]/loss in the period (104,836) (1,343,001)

Expenses deducted from the fund - 8,880

Past Service Cost 3,072,895 -

Net [benefit]/expense 3,422,519 (866,819)

g) Movement in net liability recognised in Balance Sheet :

Opening net liability (3,819,999) (2,064,392)

Expenses as above [P & L Charge] 3,422,519 (866,819)

Employer's contribution (1,092,621) (888,788)


h) Princip al actuarial assumptions as at Balance sheet date :

Discount rate 7.55% 7.15%

(The rate of discount is considered based on market yield on GovernmentBonds having currency and terms consistence with the currency and termsof the post employment benefit obligations)

Expected rate of return on plan Asset s 7.55% 7.15%

(The expected rate of return assumed by the Insurance company is generallybased on their Investment patterns as stipulated by the Government of India)

Annual increase in salary cost 6.00% 6.00%

(The estimates of future salary increases considered in actuarial valuation,taking into account inflation, seniority, promotion and other relevant factorssuch as supply and demand in the employment market)

i) The categories of plan asset s as a % of tot al plan asset s are :

Insurance company 100.00% 100.00%



43

S

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201827 Related Party T ransactions

a) Details of related p arties

Names of related p arties

Joindre Commodities Limited

Anil Mutha, Dinesh Khandelwal, Paras Bathia, Pramod Surana, Subhash Agarwal,Sunil Jain, Vijay Pednekar

Anil Mutha HUF, Bhagwatidevi Khandelwal, Dinesh Khandelwal HUF, Fenny Yogesh Bathia,K. C. Jain HUF, Kanchanbai Jain, Kiran Khandelwal, Neeraj Mutha, Neha Sanghvi, NikitaJain, Nitin Milapchand Jain, Nitin Jain HUF, Paras Bathia HUF, Pradeep Jain HUF, PradeepJain, Pravin Mutha, Priti Sumit Baid, Radhika Khandelwal, Ratna Bathia, Sandhya Agarwal,Sneha Agarwal, Saurabh Agarwal, Sangeeta Sunil Jain, Seema Mutha, Shubham Sunil Jain,Subhash Agarwal HUF, Sunil M. Jain HUF, Sunita C. Runwal, Swati Mehta, Vijaya K.Raisoni, Vikas Khandelwal, Vishal D. Khandelwal, Yogesh Bathia.

Esam Share & Stock Brokers Pvt. Ltd., Goodluck Enterprises, Keshav Realtors, Pvt. Ltd,Deity Commercial Pvt. Ltd., Mumbai Stock Brokers Pvt. Ltd., Mutha Resources Pvt. Ltd.,Nalanda Mercantiles Pvt. Ltd., Neharaj Stock Brokers Pvt. Ltd., Pinky Venture Pvt, Ltd.,Ringman Investments & Finance Company Pvt. Ltd., Shree Swati Investments.

Description of relationship

Subsidiary Company

Key Managerial Persons:

Relatives of Key Managerial Persons:

Companies/ Firms over which the KeyManagerial Persons/ Relatives havesignificant influence or control:

b) Details of related p arty transactions during the year ended 31 st March, and balance out standing as at 31 st March, 2018(Rs. in Lacs)

Brokerage received - - 1.24 0.57 9.84 6.47 28.24 25.06 39.32 32.10Brokerage paid - - - - 0.12 0.05 379.83 322.08 379.95 322.13Remuneration paid - - 131.84 129.31 - - - - 131.84 129.31Rent paid - - 6.21 6.21 9.16 1.89 11.96 11.96 27.33 20.06Dividend paid - - 36.34 29.07 13.84 11.07 15.87 12.69 66.05 52.83Interest paid - - - - 0.22 - - - 0.22 -Outstanding balance at theend of the year (31/03/2018)Trade receivables - - - - - - - 11.07 - 11.07Trade payables - - 85.00 - 8.06 15.91 28.15 39.42 121.21 55.33

Particulars

SubsidiaryComp any

Key ManagerialPersons

Relative of KeyManagerial

Persons

Companies /Firms/controlled

by Key ManagerialPersons/Relatives

Total

Sr.No.

1.2.3.4.5.6.

7.8.

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

Current year

Previous year

c) Disclosure in respect of major related p arty transactions during the year: (Rs. in Lacs)

Sr.No. Particulars Relationship Current Previous

Year Year

1) Brokerage received

i) M/s. Mumbai Stock Brokers Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 15.76 12.45

ii) M/s. Nalanda Mercantiles Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 6.48 6.23

2) Brokerage paid

i) M/s. Esam Share & Stock Brokers Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 117.11 98.24

ii) M/s. Mumbai Stock Brokers Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 64.47 54.29

iii) M/s. Nalanda Mercantiles Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 68.17 56.10

iv) M/s. Neharaj Stock Brokers Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 101.11 83.61

3) Remuneration paid

i) Mr. Anil Mutha Key Managerial Persons 33.69 33.70

ii) Mr. Dinesh Khandelwal Key Managerial Persons 24.75 24.67

iii) Mr. Paras Bathia Key Managerial Persons 27.29 24.73

iv) Mr. Subhash Agarwal Key Managerial Persons 12.47 12.55

v) Mr. Sunil Jain Key Managerial Persons 33.64 33.66

4) Rent paid


ii) M/s. Ringmen Investment & Companies/ Firms/ controlled by Key Managerial Persons / Relatives 6.13 6.13Finance Company Pvt. Ltd.

iii) M/s. Shree Swati Investments Companies/ Firms/ controlled by Key Managerial Persons / Relatives 4.37 4.37

vi) M/s. Sunil Jain Huf Relative of Key Managerial Persons 7.20 -


44

S

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018(Rs. in Lacs)

28 Segment Information

The Company is engaged in business of share stock broking & allied activities and there are no separate reportablesegments as per Accounting Standard- 17 on "Segment Reporting"

29 Additional information to the financial st atement s

a) Sundry Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation, if any. Inthe opinion of the Board, the Current Assets, Loans and Advances are stated approximately at the value,if realised in ordinary course of business.

b) The Company had paid a sum of Rs. 7,01,00,000/- to M/s. Kamani Tubes Ltd. towards obtaining sub-leaseof the property belonging to them subject to fulfillment of certain conditions as stated in MOUs. Howeverdue to dispute between M/s. Kamani Tube Ltd. and Mumbai Port Trust, M/s. Kamani Tubes Ltd. is unableto obtain the necessary permission for transfer of the rights of sub-lease and possession of the said propertyto the Company. Accordingly the Company is not in a position to enforce its rights of sub-lease and obligationsunder the MOUs signed between the concerned parties to the transaction and the matter is under dispute.Currently the matter is sub-judice and the Company is in the process of seeking legal remedies availableto it, in order to settle the dispute.

c) Micro and Small Enterprises: I) There is no interest paid/payable during the year by the Company to thesuppliers covered under Micro, Small, Medium Enterprises Development Act, 2006. ii) The above informationtakes into account only those suppliers who have responded to the enquiries made by the Company forthis purpose.

d) The previous year's figures have been regrouped or rearranged wherever necessary.


Year Year

5) Dividend Paid


ii) Mr. Paras Bathia Key Managerial Persons 9.50 7.60

iii) M/s. Neharaj Stock Brokers Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 8.35 6.68

6) Trade receivables

i) M/s. Nalanda Mercantiles Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives - 11.07

7) Trade payables




iv) M/s. Nalanda Mercantiles Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 6.22 -

v) Ms Sandhya Subhash Agarwal Relative of Key Managerial Persons 7.23 15.51















45

S

INDEPENDENT AUDITORS' REPORT ONCONSOLIDATED FINANCIAL STATEMENTS

ToThe Board of Directors ofJOINDRE CAPITAL SERVICES LTD.

Report on the Consolidated Financial S tatement s

We have audited the accompanying consolidated financialstatements of JOINDRE CAPITAL SERVICES LTD ("theHolding Company") and its subsidiary JOINDRECOMMODITIES LTD (collectively referred to as "theGroup"), which comprise the Consolidated Balance Sheetas at 31 March 2018, the Consolidated Statement of Profitand Loss and Consolidated Cash Flow Statement for theyear then ended, and a summary of significant accountingpolicies and other explanatory information. (hereinafterreferred to as "the consolidated financial statements").

Management's Responsibility for the ConsolidatedFinancial S tatement s

The Holding Company's Board of Directors is responsiblefor the preparation of the consolidated financial statementsin terms of the requirements of the Companies Act, 2013("the Act") that give a true and fair view of the consolidatedfinancial position, consolidated financial performance andconsolidated cash flows of the Company in accordancewith the accounting principles generally accepted in India,including the Accounting Standards specified under Section133 of the Companies Act, 2013 (hereinafter referred to as"the Act") read with Rule 7 of the Companies (Accounts)Rules, 2014. The Board of Directors of the Company areresponsible for maintenance of adequate accountingrecords in accordance with the provisions of the Act forsafeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities;the selection and application of appropriate accountingpolicies; making judgments and estimates that arereasonable and prudent; and the design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant tothe preparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error, which havebeen used for the purpose of preparation of theconsolidated financial statements by the Directors of theHolding Company, as aforesaid.


Our responsibility is to express an opinion on theconsolidated financial statements based on our audit. Whileconducting the audit, we have taken into account theprovisions of the Act, the accounting and auditing standardsand matters which are required to be included in the auditreport under the provisions of the Act and the Rules madethereunder.

We conducted our audit in accordance with the Standardson Auditing specified under section 143(10) of the Act.Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtainreasonable assurance about whether the consolidatedfinancial statements are free from material misstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in theconsolidated financial statements. The procedures selecteddepend on the auditor's judgment, including theassessment of the risks of material misstatement of theconsolidated financial statements, whether due to fraudor error. In making those risk assessments, the auditorconsiders internal financial control relevant to the HoldingCompany's preparation of the consolidated financialstatements that give a true and fair view in order todesign audit procedures that are appropriate in thecircumstances. An audit also includes evaluating theappropriateness of the accounting policies used and thereasonableness of the accounting estimates made bythe Holding Company's Board of Directors, as well asevaluating the overall presentation of the consolidatedfinancial statements.

We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our auditopinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information andaccording to the explanations given to us, the consolidatedfinancial statements give the information required by theact in the manner so required and give a true and fairview in conformity with the accounting principles generallyaccepted in India of the consolidated state of affairs ofthe Company, as at 31st March 2018, and their consolidatedprofit and their consolidated cashflow for the year endedas on that date.

Report on Other Legal and Regulatory Requirement s

1. As required by sub-section 3 of Section 143 of theAct, we report, to the extent applicable, 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 of the aforesaid consolidatedfinancial statements.

(b) In our opinion, proper books of account asrequired by law relating to preparation of theaforesaid consolidated financial statements havebeen kept so far as it appears from our examinationof those books.


46

S

(c) The consolidated balance sheet, the consolidatedstatement of profit and loss, and the consolidatedcash flow statement dealt with by this Report arein agreement with the relevant books of accountmaintained for the purpose of preparation of theconsolidated 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 representationsreceived from the directors of the Holding Companyas on 31 March 2018 taken on record by theBoard of Directors of the Holding Company andthe report of the statutory auditors of its subsidiarycompany, none of the Directors of the Groupcompanies is disqualified as on 31 March 2018from being appointed as a Director of thatcompany in terms of sub-section 2 of Section164 of the Act.

(f) With respect to the adequacy of the internalfinancial controls over financial reporting of theGroup and the operating effectiveness of suchcontrols, refer to our separate report in "AnnexureA"; and

(g) 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 does not have any pendinglitigations which would impact its financialposition;

ii. the Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses;

iii. during the Financial Year, the Company hastransferred Rs. 81,434 to the InvestorEducation and Protection Fund.

For JIGNA SHETH & ASSOCIATESFirm Registration No. 134922W

Chartered Accountants

Jigna ShethPlace : Mumbai ProprietorDate : 30th May, 2018 Membership No. 148236

ANNEXURE - A TO THE AUDITORS' REPORT

Report on the Internal Financial Controls underClause (i) of Sub-section 3 of Section 143 of theComp anies Act, 2013 ("the Act")

In conjunction with our audit of the consolidated financialstatements of the Company as of and for the year ended31st March 2018, we have audited the internal financialcontrols with reference to financial statements of JoindreCapital Services Limited ("the Holding Company") andits subsidiary company as of that date.

Management's Responsibility for Internal FinancialControls

The Respective Board of Directors of the HoldingCompany and its subsidiary companies, which arecompanies incorporated in India, are responsible forestablishing and maintaining internal financial controlsbased on the internal control with reference to financialstatements criteria established by the Company consideringthe essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controlswith reference to Financial Statements issued by theInstitute of Chartered Accountants of India ("ICAI').These responsibilities include the design, implementationand maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderlyand efficient conduct of its business, including adherenceto company's policies, the safeguarding of its assets, theprevention and detection of frauds and errors, theaccuracy and completeness of the accounting records,and the timely preparation of reliable financial information,as required under the Companies Act, 2013.


Our responsibility is to express an opinion on theCompany's internal financial controls with reference tofinancial statements based on our audit. We conductedour audit in accordance with the Guidance Note on Auditof Internal Financial Controls with reference to Financialstatements (the "Guidance Note") issued by ICAI andthe Standards on Auditing, issued by ICAI and deemedto be prescribed under section 143(10) of the CompaniesAct, 2013, to the extent applicable to an audit of internalfinancial controls, both issued by the Institute of CharteredAccountants of India. Those Standards and the GuidanceNote require that we comply with ethical requirementsand plan and perform the audit to obtain reasonableassurance about whether adequate internal financialcontrols with reference to financial statements wasestablished and maintained and if such controls operatedeffectively in all material respects.


47

S

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financialcontrols system with reference to financial statementsand their operating effectiveness. Our audit of internalfinancial controls with reference to financial statementsincluded obtaining an understanding of internal financialcontrols with reference to financial statements, assessingthe risk that a material weakness exists, and testing andevaluating the design and operating effectiveness ofinternal control based on the assessed risk. The proceduresselected depend on the auditor's judgment, including theassessment of the risks of material misstatement of thefinancial statements, 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 Company's internal financial controlssystem with reference to financial statements

Meaning of Internal Financial Controls with referenceto Financial S tatement s

A company's internal financial control with reference tofinancial statements is a process designed to providereasonable assurance regarding the reliability of financialreporting and the preparation of financial statements forexternal purposes in accordance with generally acceptedaccounting principles. A company's internal financialcontrol with reference to financial statements includesthose policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail,accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded asnecessary to permit preparation of financial statementsin accordance with generally accepted accountingprinciples, and that receipts and expenditures of thecompany are being made only in accordance withauthorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition,use, or disposition of the company's assets that couldhave a material effect on the financial statements.

Inherent Limit ations of Internal Financial Controlswith reference to Financial S tatement s

Because of the inherent limitations of internal financialcontrols with reference to financial statements, includingthe possibility of collusion or improper managementoverride of controls, material misstatements due to erroror fraud may occur and not be detected. Also, projectionsof any evaluation of the internal financial controls withreference to financial statements to future periods aresubject to the risk that the internal financial control withreference to financial statements may become inadequatebecause of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its subsidiarycompanies, in all material respects, an adequate internalfinancial controls system with reference to financialstatements and such internal financial controls withreference to financial statements were operating effectivelyas at 31 March 2018, based on the internal control withreference to financial statements criteria established bythe Company considering the essential components ofinternal control stated in the Guidance Note on Audit ofInternal Financial Controls with reference to Financialstatements issued by the Institute of Chartered Accountantsof India.

For JIGNA SHETH & ASSOCIATESFirm Registration No. 134922W

Chartered Accountants

Jigna ShethPlace : Mumbai ProprietorDate : 30th May, 2018 Membership No. 148236


48

S

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2018

(in Rupees)

Particulars Note No. As at As at31st March, 2018 31st March, 2017

I. EQUITY AND LIABILITIES1. Shareholders' Fund

a) Share Capital 2 138,364,600 138,364,600b) Reserves & Surplus 3 434,865,646 375,290,179

573,230,246 513,654,779

2. Non-Current Liabilitiesa) Deferred Tax Liabilities (Net) 4 605,200 571,600

605,200 571,600

3. Current Liabilitiesa) Trade Payables 5 251,453,285 191,216,989b) Other Current Liabilities 6 6,696,392 2,717,448c) Short Term Provisions 7 4,386,789 15,337,685

262,536,466 209,272,122

TOTAL 836,371,912 723,498,501

II. ASSETS1. Non-Current Asset s

a) Fixed Assets 8i) Tangible Assets 3,235,962 2,549,662ii) Intangible Assets 1,189,308 1,511,988

4,425,270 4,061,650

b) Non-Current Investments 9 34,329,901 44,475,634c) Long Term Loans and Advances 10 93,098,000 93,098,000d) Other Non-Current Assets 11 130,362,417 287,805,231

262,215,588 429,440,515

2. Current Asset sa) Trade Receivables 12 92,280,927 37,070,991b) Cash and Bank Balances 13 469,989,380 247,082,959c) Short Term Loans and Advances 14 10,311,975 8,125,824d) Other Current Assets 15 1,574,042 1,778,212

574,156,324 294,057,986

TOTAL 836,371,912 723,498,501

















49

S

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018

(in Rupees)

Particulars Note No. Year ended Year ended31st March, 2018 31st March, 2017

I. REVENUE

Revenue from Operations 16 243,077,651 200,603,750

Other Income 17 77,845,398 86,240,110

Total Revenue 320,923,049 286,843,860

II. EXPENSES

Employee Benefit Expenses 18 45,766,175 38,703,061

Finance Costs 19 4,095,906 4,407,443

Depreciation and Amortisation Expenses 20 872,378 1,256,594

Other Expenses 21 199,744,923 163,020,736

Total Expenses 250,479,382 207,387,834

III. Profit before T ax 70,443,667 79,456,026

IV. Tax expenses:

Current Tax 13,729,600 25,725,000

Mat Tax (2,895,000) -

Deferred Tax 33,600 (181,800)

Prior year's Tax adjustments - (9,345)

10,868,200 25,533,855

V. Profit for the year 59,575,467 53,922,171

VI. Earning per share (of Rs. 10/- each):

(a) Basic 4.31 3.90

(b) Diluted 4.31 3.90

















50

S

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

Notes: 1. Cash and cash equivalents consist of cash on hand and current balances with banks.2. The previous year's figures have been regrouped or rearranged wherever necessary.3. The figures in brackets are cash outflows.





For and on behalf of the Board of DirectorsAnil Mutha Whole Time Director (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

(in Rupees)Particulars Year ended Year ended

31st March, 2018 31st March, 2017A) CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit/ (Loss) Before Tax 70,443,667 79,456,026Adjustment s for:Depreciation & Amortisation Expenses 872,378 1,256,594Finance Cost 4,095,906 4,407,443Loss on Discard of Fixed Assets - 2,040Investments Written off 1,300,000 -Interest Received (42,036,036) (80,791,854)Dividend Received 1,798,073 (925,876)

Operating Profit Before W orking Capit al Changes 36,473,988 3,404,373Adjustment s for:(Increase) / Decrease in Trade Receivables (55,209,936) 18,733,266(Increase) / Decrease in Short Term Loans & Advances 716,490 3,427,721(Increase) / Decrease in Long Term Loans & Advances - (907,500)(Increase) / Decrease in Other Current Assets 204,170 (521,796)(Increase) / Decrease in Trade Payables 60,236,296 24,719,138(Increase) / Decrease in Other Current Liabilities 3,978,944 (7,638,570)(Increase) / Decrease in Short Term Provisions (1,145,124) 1,273,987

Cash Generated From Operations 45,254,828 42,490,619

Direct Taxes Paid (Net of Refunds) (11,053,073) (25,578,215)

Net Cash from Operating Activities (A) 34,201,755 16,912,404

B)CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (1,235,998) (365,812)Purchase of Non Current Investments 10,145,733 (37,369)Investment less Redemption Bank Deposits (maturity more than 3 months) (95,029,679) (1,700,904)Investments Written off (1,300,000) -Interest Received 42,036,036 80,791,854Dividend Received (1,798,073) 925,876

Net Cash used in Investing Activities (B) (47,181,981) 79,613,645

C)CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Short Term Borrowings - (8,229,708)Finance Cost (4,095,906) (4,407,443)Dividend Paid ( Including Dividend Distribution Tax ) (12,489,940) (9,991,950)

Net Cash Flow From Financing Activities (C) (16,585,846) (22,629,101)

Net Increase/ (Decrease) in Cash & Cash Equivalent s (A+B+C) (29,566,072) 73,896,948

Opening Balance at the st art of the Year 104,239,509 30,342,561Closing Balance at the end of the Year 74,673,437 104,239,509

Net Increase/ (Decrease) in Cash & Cash Equivalent s (29,566,072) 73,896,948


51

S

1) SIGNIFICANT ACCOUNTING POLICIES ON CONSOLIDA TED ACCOUNTS

A) PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements (CFS) relate to Joindre Capital Services Limited (the Company) and itsSubsidiary Company (hereinafter referred as the "Group"). The Consolidated Financial Statements have beenprepared on the following basis:

1) The Financial Statements of the Company and its Subsidiary Company have been consolidated on a line-by-line basis by adding together like items of assets, liabilities, income and expense, after eliminating allsignificant intra-group balances and intra-group transactions and also unrealised profits or losses as perAccounting Standard - 21 'Consolidated Financial Statements' issued by the Institute of Chartered Accountantsof India.

2) The Financial Statements of the Subsidiary used in the Consolidation are drawn up to the same reportingdate of the Parent Company i.e. 31st March, 2018.

3) Minority interest in net profit of Consolidated Subsidiary has been identified and adjusted against the incomeof the Group in order to arrive at the net profit attributable to the shareholders of the Parent Company.

4) Minority interest in the net assets consists of:

i) the amount of equity attributable to minorities at the date on which investment in Subsidiary is made;and

ii) the minority's share of movements in equity since the date on which the Parent Subsidiary relationshipcame into existence.

5) As far as possible, the Consolidated Financial Statements are prepared using uniform Accounting Policiesfor like transactions and other events in similar circumstances and are presented in the same manner asthe Parent Company's separate Financial Statements.

B) INFORMATION OF SUBSIDIARY COMPANYName of Comp any Country of Incorporation Percent age of HoldingJoindre Commodities Ltd. India 100.00%

C) Basis of Accounting :

These financial statements are prepared in accordance with generally accepted accounting principles applicablein India under the historical cost convention except for certain financial instruments which are measured at fairvalue. These financial statements comply with the applicable provisions of the Companies Act, 2013 and theaccounting standards.

D) Use of Estimates :

The preparation of Financial Statements in conformity with the Accounting Standards generally accepted in Indiarequires, the management to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent liabilities as at the date of the financial statements and reported amountsof revenues and expenses for the year. Actual results could differ from these estimates. Any revision to accountingestimates is recognised prospectively in current and future periods.

E) Fixed Asset s:

i) Tangible/Intangible Assets are stated at acquisition cost, net of accumulated depreciation/amortization andaccumulated impairment losses, if any. Intangible assets are amortised on straight line basis over theirestimated lives.

ii) Items of fixed assets that have retired from active use and are held for disposal are stated at the lowerof their net book value and net realizable value are shown separately in the financial statements. Any expectedloss is recognised immediately in the statement of Profit and Loss.

iii) Gains or losses are arising from the retirement or disposal proceeds and the carrying amount of the assetand recognised as income or expense in the statement of Profit and Loss,

F) Method of Depreciation and Amortisation:

i) Depreciation on all assets has been provided on Straight Line Method ("SLM"), over the estimated usefulof the assets as per Schedule II of the Companies Act, 2013

ii) Cost of software capitalized is amortized over a period of 6 years.

iii) Depreciation on additions to assets on sale/discardment of assets is calculated on pro rata from the monthof such addition or upto the month of such sale/discardment, as the case may be.


52

S

G) Impairment of Asset s :

The management periodically assesses using internal sources whether there is any indication that an asset maybe impaired. If an asset is impaired, the Company recognizes an impairment loss as the excess of the carryingamount of the asset over the recoverable amount.

H) Investment s :

i) Long term and strategic investments are stated at cost.

ii) Current investments, if any, are stated at lower of cost and fair value determined on individual investmentbasis.

I) Revenue Recognition :

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the company andthe revenue can be reliably measured. The following specific recognition criteria must also be met before revenueis recognized:

a) Income from Brokerage is accounted on accrual basis i.e. on the transactions executed upto 31st Marchof the Financial Year.

b) Interest income is recognized on a time proportion basis taking into account the amount outstanding andthe applicable interest rate.

c) Dividend income is recognized when the company's right to receive dividend is established by the reportingdate.

d) Revenue in respect of Other Income is recognised when no significant uncertainty as to it's determinationor realisation exists.

J) Retirement Benefit s :

i) Defined Contribution Plans : The Group contributes on a defined contribution basis to Employees' ProvidentFund towards post employment benefits, all of which are administered by the respective Governmentauthorities, and has no further obligation beyond making its contribution, which is expensed in the yearto which it pertains.

ii) Defined Benefit Plans : The gratuity scheme is administered through the Life Insurance Corporation ofIndia [LIC]. The liability for the defined benefit plan of Gratuity is determined on the basis of an actuarialvaluation by an independent actuary at the year end, which is calculated using projected unit credit method.Actuarial gains and losses which comprise experience adjustment and the effect of changes in actuarialassumptions are recognised in the Profit and Loss Account

iii) Leave Salary Liability : The encashment of leave salaries paid to employees is charged to Profit & LossAccount every year at actual basis.

K) Taxes on Income :

i) Tax expenses comprise of current and deferred tax.

ii) Current tax is measured at the amount expected to be paid on the basis of reliefs and deductions availablein accordance with the provisions of the Income Tax Act, 1961.

iii) Deferred tax reflects the impact of current year timing differences between accounting and taxable incomeand reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates andlaws that have been enacted or 'substantively enacted as of the balance sheet date. Deferred tax assetsare recognised only to the extent there is reasonable certainty that sufficient future taxable income willbe available against which such deferred tax assets can be realised and are reviewed at each balancesheet date.

L) Leases :

Leases are classified as operating leases where the lessor effectively retains substantially all the risks and benefitsof the ownership of the leased assets. Operating lease payments are recognised as expenses in the Profit andLoss Account as and when paid.

M) Provisions, Contingent Liabilities and Contingent Asset s :

Provision is recognised when the company has a present obligation as a result of past events and it is probablethat the outflow of resources will be required to settle the obligation and in respect of which reliable estimatescan be made. A disclosure for contingent liability is made when there is a possible obligation, that may, butprobably will not require an outflow of resources. When there is a possible obligation or a present obligationin respect of which the likelihood of outflow of resources is remote, no provision / disclosure is made. Contingentassets are not recognised in the financial statements. Provisions and contingencies are reviewed at each balancesheet date and adjusted to reflect the correct management estimates.

SIGNIFICANT ACCOUNTING POLICIES ON CONSOLIDA TED ACCOUNTS


53

S

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018


2 Share Capit al

Authorised15,000,000 (previous year 15,000,000) Equity Shares of ` 10/- each 150,000,000 150,000,000

ISSUED, SUBSCRIBED AND PAID-UP13,836,460 (previous year 13,836,460) Equity Shares of ` 10/- each fully paid up 138,364,600 138,364,600

138,364,600 138,364,600

a) The reconciliation of the number of shares out standing as at 31 st March, 2018 and as at 31 st March, 2017

b) Terms/Right att ached to shares

i) The Company has one class of equity shares having par value of ` 10/- per share. Each holder of equity share is entitledto one vote per share held. The Company declares and pays dividend in Indian rupees. The dividend if proposed by the Boardof Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

ii) In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distributionof all preferential amounts, in proportion to their shareholding.

c) Details of shareholders holding more than 5% shares in the Comp any


3 Reserves & SurplusGeneral ReserveBalance as per the last financial statements 5,000,000 5,000,000

5,000,000 5,000,000Surplus in the S tatement of Profit and LossBalance as per the last financial statements 370,290,179 328,857,948Add:- Profit for the year 59,575,467 53,922,171

429,865,646 382,780,119Less: AppropriationsProposed Dividend on Equity Shares (refer note 24) - 10,377,350Tax on Proposed Dividend (refer note 24) - 2,112,590

434,865,646 375,290,1794 Deferred T ax

Deferred tax liabilities on account of depreciation 605,200 571,600

Net Deferred T ax Liability/ (Asset) 605,200 571,600

5 Trade PayablesSundry Creditors {Refer note - 29(c)} 251,453,285 191,216,989

251,453,285 191,216,9896 Other Current Liabilities

Unclaimed dividends 491,562 346,630Statutory dues 6,204,830 2,370,818

6,696,392 2,717,448

Equity Shares 31st March, 2018 31st March, 2017

Numbers In Rupees Numbers In Rupees

At the beginning of the year 13,836,460 138,364,600 13,836,460 138,364,600

Add/less during the year - - - -

Outstanding at the end of year 13,836,460 138,364,600 13,836,460 138,364,600

Name of Share Holder

Mr. Anil Devichand Mutha 1,771,000 12.80% 1,771,000 12.80%

Mr. Paras Kesharmal Bathia 1,266,850 9.16% 1,266,850 9.16%

Mr. Dinesh Khandelwal 771,600 5.58% 771,600 5.58%

M/s Neharaj Stock Brokers Pvt. Ltd. 1,113,958 8.05% 1,113,958 8.05%


No. of Shares % of Total Holding No. of Shares % of Total Holding


54

S


(in Rupees)

31st March, 2018 31st March, 20177 Short Term Provisions

Proposed Dividend (refer note 24) - 10,377,350Tax on Dividend (refer note 24) - 2,112,590Provision for Income Tax (Net of Advance Tax) 3,000,805 316,637Provision for expense 1,385,984 2,531,108

4,386,789 15,337,685

8 Fixed Asset s (in Rupees)


9. Non Current Investment sa) Trade Investment sUnquoted equity instruments (Valued at cost )Others Nos. Value Nos. Value

Saurashtra & Kutch Stock Exchange Limited 50 5,000 50 5,000Equity Shares of ` 100/- each fully paid upBGSE Properties & Securities Limited 4,170 355,082 4,170 355,082Equity Shares of ` 1/- each fully paid upOur Investment Enterprises Ltd (Formaly Known as Cochin Stock Exchange Ltd) 125 2,111,250 125 2,111,250Equity Shares of ` 10/- each fully paid upCoimbatore Enterprises and Holdings Ltd - - - 1,300,000(Formerly Known as Coimbatore Stock Exchange Limited (Membership)

Sub - Total ( a ) 4,345 2,471,332 4,345 3,771,332

b) Other Investment sQuoted equity instrument s ( Valued at cost )Bhanderi Infracon Ltd. 73,200 8,679,876 69,600 8,214,592Equity Shares of ` 10/- each fully paid upBSE Limited 25,845 11,693 70,845 9,322,710Equity shares of ` 2/- each fully paid up (Equity shares of ` 1/- each fully paid up)Quoted Debt s Instrument s-Tax Free Bonds (V alued at cost)NTPC Limited 3,167 3,167,000 3,167 3,167,000Units of ` 1,000/- each fully paid upHUDCO Limited 10,000 10,000,000 10,000 10,000,000Units of ` 1,000/- each fully paid upIndia Infrastructure Finance Company Limited 10,000 10,000,000 10,000 10,000,000Units of ` 1,000/- each fully paid up

Sub - Total ( b ) 122,212 31,858,569 163,612 40,704,302

Total ( a + b ) 126,557 34,329,901 167,957 44,475,634

a) Aggregated amount of unquoted investments value of ` 2,471,332/- (Previous year ` 3,771,332/-)b) Aggregated amount of quoted investments value of ` 31,858,569/- (Previous year ` 40,704,302/-) and Market Value there of

` 57,531,979/- (Previous year ` 107,682,324/-)

PARTICULARS

a) Tangible

Premises 1,128,003 - - 1,128,003 392,075 17,822 - 409,897 718,106 735,928

Furniture & Fixtures 2,880,583 32,813 - 2,913,396 2,149,803 90,720 - 2,240,523 672,873 730,780

Office Equipments 352,610 175,037 - 527,647 296,900 32,979 - 329,879 197,768 55,710

Computer 7,810,032 1,028,148 - 8,838,180 6,782,788 408,177 - 7,190,965 1,647,215 1,027,244

Total 12,171,228 1,235,998 - 13,407,226 9,621,566 549,698 - 10,171,264 3,235,962 2,549,662

Previous year 12,382,138 365,812 576,722 12,171,228 9,484,504 711,744 574,682 9,621,566 2,549,662 2,897,634

b) Intangible

Computer Software 7,598,619 - - 7,598,619 6,086,631 322,680 - 6,409,311 1,189,308 1,511,988

Total 7,598,619 - - 7,598,619 6,086,631 322,680 - 6,409,311 1,189,308 1,511,988

Previous year 9,084,318 - 1,485,699 7,598,619 7,027,480 544,850 1,485,699 6,086,631 1,511,988 2,056,838

GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

As at01/04/17

Additionsduring the

year


year

As at31/03/18

Upto01/04/17

For theyear


year

Upto31/03/18

As at31/03/18

As at31/03/17


55

S



10 Long T erm Loans and AdvancesUnsecured, considered goodSecurity deposits 22,998,000 22,998,000Capital advances 70,100,000 70,100,000

93,098,000 93,098,000

11 Other Non-Current Asset sDeposits with banks non current portion (original maturity more than 12 months) 130,362,417 287,805,231

130,362,417 287,805,231

12 Trade ReceivablesTrade receivables (more than six months)Unsecured, considered good 5,458,008 1,843,325

5,458,008 1,843,325Other trade receivablesUnsecured, considered good 86,822,919 35,227,666

92,280,927 37,070,991

13 Cash and Bank BalancesCash and Cash Equivalent sCash on hand 199,337 215,552Balances with banksCurrent accounts 74,474,100 104,023,957

74,673,437 104,239,509

Other Bank BalanceEarmarked dividend accounts 491,562 346,630Deposits accounts (original maturity more than 3 months but less than 12 months) 8,531,418 -Deposits with banks current portion (original maturity more than 12 months) 386,292,963 142,496,820

395,315,943 142,843,450

469,989,380 247,082,959

14 Short T erm Loans and AdvancesUnsecured, considered goodSecurity deposits 3,525,000 4,052,238Advances recoverable in cash or in kind 1,595,399 1,557,708MAT credit entitlement 2,895,000 -Advances to employees 537,000 -Other Loans and advancesBalance with government authorities 31,140 445,652Advance Income tax (Net of provisions) 7,641 -Prepaid expense 1,720,795 2,070,226

10,311,975 8,125,824

15 Other Current Asset sAccrued income 1,574,042 1,778,212

1,574,042 1,778,212

16 Revenue from OperationsSale of services 214,784,936 173,898,267Other operating revenues 28,292,715 26,705,483

243,077,651 200,603,750

Details of sale of servicesIncome from Brokerage 214,784,936 173,898,267

214,784,936 173,898,267

Details of other operating revenuesIncome from DP Operation 11,383,005 10,926,497Income from Clearing charges 16,709,877 14,467,690Others 199,833 1,311,296

28,292,715 26,705,483


56

S

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018(in Rupees)

31st March, 2018 31st March, 201717 Other Income

Interest income on bank deposits 32,069,955 33,976,759Interest income on tax free bonds 2,016,263 2,016,262Interest income on overdue balances 7,205,567 7,089,505Interest income on margin funding & deposits 744,251 88,981Profit on Sale of investment 29,271,816 43,304Profit on sale of bad delivery & vandha stock - 37,620,347Dividend income on long term investments 1,798,073 925,876Others 4,739,473 4,479,076

77,845,398 86,240,11018 Employee Benefit Expenses

Salaries, bonus and leave salary 41,340,246 35,197,090Contributions to provident and other funds 1,749,239 1,627,817Gratuity 1,124,148 898,898Staff welfare expenses 1,552,542 979,256

45,766,175 38,703,06119 Finance Cost s

Interest expense for borrowings 24,682 205,234Interest expense for others 2,319,740 1,719,323Interest on shortfall on Advance Tax 125,000 550,000Bank commission & charges 1,626,484 1,932,886

4,095,906 4,407,44320 Depreciation and amortization expense

Depreciation of tangible assets 549,698 711,744Amortization of intangible assets 322,680 544,850

872,378 1,256,59421 Other Expenses

Audit Fees ( Refer details below ) 775,000 775,000Advertisement expenses 589,523 51,909Business Promotion Expenses 5,019,208 2,309,528Brokerage paid 143,129,212 118,988,742Computer Expenses 3,229,380 2,037,386Clearing charges 14,666,391 12,769,587Sundry Investments Written off 1,300,000 -Directors’ Sitting Fees 23,000 24,000DP and Demat Charges 4,777,969 3,940,960Electricity Charges 1,734,576 2,183,334Insurance Premium 193,145 215,179Legal and Professional Fees 4,859,822 3,621,854Loss on Discard of Fixed Assets - 2,040Membership & Subscription 2,321,169 1,554,045Office Expenses 1,888,967 926,670Postage, Courier Expenses 689,274 415,225Printing & Stationery 2,180,975 2,767,886Rates & Taxes 835,855 551,150Rent Paid 3,629,336 2,702,412Repairs & Maintenance-others 1,256,555 764,176Stock exchange charges 2,856,933 2,928,160Telephone & Vsat Leaseline Charges 2,991,548 2,757,260Travelling & Conveyance 797,085 734,233

199,744,923 163,020,736Payment to auditorsAudit fees 575,000 575,000Tax audit fees 100,000 100,000In other capacity 100,000 100,000

775,000 775,000


57

S



22 Contingent Liabilities and Commitment s ( to the extent not provided for )a) Contingent liabilitiesi) In respect of Bank Guarantee to Stock / Commodity Exchanges against 132,000,000 132,000,000

Fixed Deposits of ` 77,194,346/- (previous year ` 67,434,846/-)

132,000,000 132,000,000

b) Commitment si) Capital Commitment of Holding Company not provided (net of advances)

{Refer note - 29(b)} 99,300,000 99,300,000

231,300,000 231,300,00023 Earning per 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 59,575,467 53,922,171Basic and weighted average number of equity share outstanding during the year 13,836,460 13,836,460Normal value of equity share 10 10Basic EPS 4.31 3.90Diluted EPS 4.31 3.90

24 a) During the Financial Year 2017-18, Company has declared and paid dividend of` 0.75 per share which has resulted into outflow of ` 1,24,89,940/- (includingdividend distribution tax ` 21,12,590/-) which was proposed in FY 2016-17. Thesame has been already appropriated to reserves and surplus in FY 2016-17.

b) Further, the Board of Directors of the Company has proposed a dividend of ` 0.75per share which would result in an outflow of ` 1,24,89,940/- (including dividenddistribution tax of ` 21,12,590/-). Pending approval of shareholders the same is notrecognized in financial statements of the current financial year.

25 Operating Lease: Comp any as lesseeThe Group has taken various office premises under operating lease or leave licenseagreement. The lease terms in respect of such premises are on the basis of individualagreement entered into with respective landlords. The Group has given refundableinterest free security deposits in accordance with the agreed terms. The lease paymentare recognised in the statement of profit and loss under "Rent" in Note - 21

Future minimum rentals payable under cancellable operating leases are as follows

Within one year 3,436,752 2,709,336After one year but not more than five years 5,014,356 2,603,496

8,451,108 5,312,83226 Employee Benefit s

Defined benefit plan and long term employment benefitGratuity [ Defined benefit plan ] :

a) General description :The Group has a defined benefit gratuity plan. Every employee who has completedfive years or more of service gets a gratuity on death or resignation or retirementat 15 days salary [ last drawn salary ] for each completed year of service. Thescheme is funded with an insurance company in the form of a qualifying insurancepolicy.

b) Change in the present value of the defined benefit obligation :Opening defined benefit obligation 11,540,299 11,481,790Interest cost 796,837 822,891Current service cost 754,566 732,792Past Service cost 3,072,895 -Benefits paid (565,817) (213,519)Actuarial [gain] / losses on obligation (23,949) (1,283,655)

Closing defined benefit obligation 15,574,831 11,540,299


58

S



c) Change in the fair value of plan asset s :

Opening fair value of plan assets 15,360,298 13,546,182

Expenses deducted from the fund - (8,880)


Contributions by employer 1,092,621 888,788

Benefits paid (565,817) (213,519)

Actuarial gains / [ losses ] 80,887 59,346

Closing fair value of plan assets 17,064,932 15,360,298

Total actuarial gain [ loss ] to be recognized 104,836 1,343,001

d) Actual return on plan asset s


Actuarial gain/[loss] on plan assets 80,887 59,346

Actual return on plan assets 1,177,830 1,147,727

e) Amount recognised in the balance sheet

[Assets]/Liability at the end of the year 15,574,831 11,540,299

Fair value of plan Assets at the end of the year 17,064,932 15,360,298

Difference (1,490,101) (3,819,999)


f) [Income]/Expenses recognised in the Profit & Loss Account st atement :

Current service cost 754,566 732,792

Interest cost on benefit obligation 796,837 822,891

Expected return on plan assets (1,096,943) (1,088,381)

Net actuarial [gain]/loss in the period (104,836) (1,343,001)

Expenses deducted from the fund - 8,880

Past Service Cost 3,072,895 -

Net [benefit]/expense 3,422,519 (866,819)

g) Movement in net liability recognised in Balance Sheet :

Opening net liability (3,819,999) (2,064,392)

Expenses as above [P & L Charge] 3,422,519 (866,819)

Employer's contribution (1,092,621) (888,788)


h) Princip al actuarial assumptions as at Balance sheet date :

Discount rate 7.55% 7.15%

(The rate of discount is considered based on market yield on GovernmentBonds having currency and terms consistence with the currency and termsof the post employment benefit obligations)

Expected rate of return on plan Asset s 7.55% 7.15%

(The expected rate of return assumed by the Insurance company is generallybased on their Investment patterns as stipulated by the Government of India)

Annual increase in salary cost 6.00% 6.00%

(The estimates of future salary increases considered in actuarial valuation,taking into account inflation, seniority, promotion and other relevant factorssuch as supply and demand in the employment market)

i) The categories of plan asset s as a % of tot al plan asset s are :

Insurance company 100.00% 100.00%


59

S

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 201827 Related Party T ransactions

a) Details of related p arties

Names of related p arties

Joindre Commodities Limited

Anil Mutha, Dinesh Khandelwal, Paras Bathia, Pramod Surana, Subhash Agarwal,Sunil Jain, Vijay Pednekar

Anil Mutha HUF, Bhagwatidevi Khandelwal, Dinesh Khandelwal HUF, Fenny Yogesh Bathia,K. C. Jain HUF, Kanchanbai Jain, Kiran Khandelwal, Neeraj Mutha, Neha Sanghvi, NikitaJain, Nitin Milapchand Jain, Nitin Jain HUF, Paras Bathia HUF, Pradeep Jain HUF, PradeepJain, Pravin Mutha, Priti Sumit Baid, Radhika Khandelwal, Ratna Bathia, Sandhya Agarwal,Sneha Agarwal, Saurabh Agarwal, Sangeeta Sunil Jain, Seema Mutha, Shubham Sunil Jain,Subhash Agarwal HUF, Sunil M. Jain HUF, Sunita C. Runwal, Swati Mehta, Vijaya K.Raisoni, Vikas Khandelwal, Vishal D. Khandelwal, Yogesh Bathia.

Esam Share & Stock Brokers Pvt. Ltd., Goodluck Enterprises, Keshav Realtors, Pvt. Ltd,Deity Commercial Pvt. Ltd., Mumbai Stock Brokers Pvt. Ltd., Mutha Resources Pvt. Ltd.,Nalanda Mercantiles Pvt. Ltd., Neharaj Stock Brokers Pvt. Ltd., Pinky Venture Pvt, Ltd.,Ringman Investments & Finance Company Pvt. Ltd., Shree Swati Investments.

Description of relationship

Subsidiary Company

Key Managerial Persons:

Relatives of Key Managerial Persons:

Companies/ Firms over which the KeyManagerial Persons/ Relatives havesignificant influence or control:

b) Details of related p arty transactions during the year ended 31st March, and balance out standing as at 31st March, 2018(Rs. in Lacs)

c) Disclosure in respect of major related p arty transactions during the year: (Rs. in Lacs)


Year Year

1) Brokerage received

i) M/s. Mumbai Stock Brokers Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 15.76 12.45

ii) M/s. Nalanda Mercantiles Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 6.48 6.23

2) Brokerage paid



iii) M/s. Nalanda Mercantiles Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 68.17 56.10

iv) M/s. Neharaj Stock Brokers Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 101.11 83.61

3) Remuneration paid


ii) Mr. Dinesh Khandelwal Key Managerial Persons 24.75 24.67

iii) Mr. Paras Bathia Key Managerial Persons 27.29 24.73

iv) Mr. Subhash Agarwal Key Managerial Persons 12.47 12.55

v) Mr. Sunil Jain Key Managerial Persons 33.64 33.66

4) Rent paid


ii) M/s. Ringmen Investment & Companies/ Firms/ controlled by Key Managerial Persons / Relatives 6.13 6.13Finance Company Pvt. Ltd.

iii) M/s. Shree Swati Investments Companies/ Firms/ controlled by Key Managerial Persons / Relatives 4.37 4.37

vi) M/s. Sunil Jain Huf Relative of Key Managerial Persons 7.20 -

Brokerage received 1.24 0.57 9.84 6.47 28.24 25.06 39.32 32.10Brokerage paid - - 0.12 0.05 379.83 322.08 379.95 322.13Remuneration paid 131.84 129.31 - - - - 131.84 129.31Rent paid 6.21 6.21 9.16 1.89 11.96 11.96 27.33 20.06Dividend paid 36.34 29.07 13.84 11.07 15.87 12.69 66.05 52.83Interest paid - - 0.22 - - - 0.22 -Outstanding balance at theend of the year (31/03/2018)Trade receivables - - - - - 11.07 - 11.07Trade payables 85.00 - 8.06 15.91 28.15 39.42 121.21 55.33

ParticularsSr.No.

1.2.3.4.5.6

6.7.

Key ManagerialPersons

Relative of KeyManagerial

Persons

Companies /Firms/controlled

by Key ManagerialPersons/Relatives

Current year

Previous year

Current year

Previous year

Current year

Previous year

Total

Current year

Previous year


60

S

NOTES ON CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018(Rs. in Lacs)














28 Segment Information

The Group Company is engaged in business of share stock and commodities broking & allied activities andthere are no separate reportable segments as per Accounting Standard- 17 on "Segment Reporting"

29 Additional information to the financial st atement s

a) Sundry Debtors, Creditors, Loans and Advances are subject to confirmation and reconciliation, if any. Inthe opinion of the Board, the Current Assets, Loans and Advances are stated approximately at the value,if realised in ordinary course of business.

b) The Holding Company had paid a sum of ` 7,01,00,000/- to M/s. Kamani Tubes Ltd. towards obtainingsub-lease of the property belonging to them subject to fulfillment of certain conditions as stated in MOUs.However due to dispute between M/s. Kamani Tube Ltd. and Mumbai Port Trust, M/s. Kamani Tubes Ltd.is unable to obtain the necessary permission for transfer of the rights of sub-lease and possession of thesaid property to the Holding Company. Accordingly the Holding Company is not in a position to enforceits rights of sub-lease and obligations under the MOUs signed between the concerned parties to thetransaction and the matter is under dispute. Currently the matter is sub-judice and the Holding Companyis in the process of seeking legal remedies available to it, in order to settle the dispute.

c) Micro and Small Enterprises: I) There is no interest paid/payable during the year by the Group to the supplierscovered under Micro, Small, Medium Enterprises Development Act, 2006. ii) The above information takesinto account only those suppliers who have responded to the enquiries made by the Company for this purpose.

d) The previous year's figures have been regrouped or rearranged wherever necessary.


Year Year

5) Dividend Paid


ii) Mr. Paras Bathia Key Managerial Persons 9.50 7.60


6) Trade receivables

i) M/s. Nalanda Mercantiles Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives - 11.07

7) Trade payables




iv) M/s. Nalanda Mercantiles Pvt. Ltd. Companies/ Firms/ controlled by Key Managerial Persons / Relatives 6.22 -

v) Ms Sandhya Subhash Agarwal Relative of Key Managerial Persons 7.23 15.51

If u

ndeliv

ere

d p

lease

retu

rn t

o :

Jo

ind

re C

ap

ital S

erv

ices L

td.,

B

ota

wala

Build

ing, 2nd F

loor,

R

oom

No. 1, 11

/13, H

orn

iman C

ircl

e,

Fort

, M

um

bai -

400 0

23.

Book

- P

ost

joindre capital services ltd. [!l€¦ · joindre capital services limited 1 s 23rd annual general...

Documents