ar 2013-14 - mersl.co.in · title: ar 2013-14.pmd author: administrator created date: 8/25/2014...

MATHEW EASOW RESEARCH SECURITIES LIMITED

1ANNUAL REPORT 2013-2014

BOARD OF DIRECTORS Beda Nand Choudhary, DirectorRam Kumar Dalmia, DirectorAtul Kaushik, DirectorAditya Doshi, Whole-time Director & CEO

AUDITORS Bhandari B. C. & Co.Chartered AccountantsKolkata

COMPANY SECRETARY& COMPLIANCE OFFICER Vivek Jaiswal

BANKERS HDFC Bank Ltd.ING Vysya Bank Ltd.Corporation Bank

REGISTERED OFFICE “Rajkamal Building”& SHARE DEPARTMENT 128, Rash Behari Avenue,

1st Floor, Office – S-4Kolkata – 700 029Tel No. (033) 2464 7022/4066 0354e-mail: [email protected] : www.mersl.in

REGISTRAR MCS Share Transfer Agent Limited& SHARE TRANSFER AGENT 12/1/5 Manoharpukur Road, Kolkata – 700026

Phone nos.: (033) 4072 4054Facsimile no.: (033) 4072 4050E Mail: [email protected]


2 ANNUAL REPORT 2013-2014

NOTICE

NOTICE is hereby given that the Twentieth Annual General Meeting of the Members of Mathew Easow ResearchSecurities Limited will be held at 432, Prince Anwar Shah Road (Surya Sen Mancha), Kolkata – 700068 onMonday, the 29th day of September, 2014 at 2.00 P.M. to transact the following business:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2014 andStatement of Profit and Loss for the year ended on that date together with the Directors’ Report andAuditors’ Report thereon.

2. To appoint a Director in place of Mr. Aditya Doshi (DIN-05187477), who retires by rotation and beingeligible offers himself for re-appointment.

3. To appoint the Statutory Auditors and fix their remuneration and for the purpose to consider and, ifthought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:-

“RESOLVED THAT M/s. Bhandari B. C. & Co. Chartered Accountants, Firm Registration No. 311082E, beand are hereby appointed as the Statutory Auditors of the Company, to hold office from the conclusion ofthis Annual General Meeting until the conclusion of the next Annual General Meeting of the Company atsuch remuneration as may be determined by the Board in consultation with the Auditors.”

AS SPECIAL BUSINESS:

4. To consider, and if thought fit, to pass with or without modification(s), the following resolution as anOrdinary Resolution:

“RESOLVED THAT pursuant to Provisions of Section 13, 61 and all other applicable provisions, if any, ofthe Companies Act, 2013 (“the Act”), consent of the members of the Company be and is hereby accordedto increase the Authorized Share Capital of the Company from Rs. 18,00,00,000/- (Rupees Eighteen Croreonly) divided into 1,70,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,00,000 PreferenceShares of Rs. 100/- each to Rs. 74,00,00,000/- (Rupees Seventy Four Crore only) divided into 7,30,00,000Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,00,000 Preference Shares of Rs. 100/- each, bycreation of additional 5,60,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking pari passu withthe existing Equity Shares of the Company.”

“RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company,relating to the Share Capital, be and is hereby altered by deleting the same and substituting in its placethe following new clause V:

V) The authorized share capital of the company is Rs. 74,00,00,000/- (Rupees Seventy Four Crore only)divided into 7,30,00,000 Equity Shares of Rs. 10/- each and 1,00,000 Preference Shares of Rs. 100/-each with such rights, privileges & conditions attaching thereto as are provided by the regulations ofthe Company for the time being, with power to increase and decrease the capital to the company andto divide the shares in capital for the time being into several classes and to attach thereto respectivelysuch preferential rights privileges or conditions as may be determined by or in accordance with theArticles of the Company for the time being and to modify or abrogate any such rights privileges orconditions in such manner as may be permitted by the Act, or provided by the articles of the companyfor the time being.

5. To consider, and if thought fit, to pass, with or without modification(s), the following as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62 and other applicable provisions, if any, of theCompanies Act, 2013 (including any amendments thereto or re-enactment thereof, for the time being inforce, the “Companies Act”), the provisions of the Memorandum and Articles of Association of the Company,the Listing Agreements entered into by the Company with the stock exchanges where Equity Shares of theCompany are listed and in accordance with the Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2009 (the “SEBI ICDR Regulations”), the provisions of the ForeignExchange Management Act, 1999, (“FEMA”) and rules and regulations framed there under as amended



from time to time and subject to other applicable rules, regulations and guidelines issued by the Securitiesand Exchange Board of India (“SEBI”), the Reserve Bank of India (“RBI”), the Government of India (“GoI”),the Stock Exchanges and / or any other competent authorities from time to time to the extent applicable,and subject to such approvals, permissions, consents and sanctions as may be necessary from SEBI, StockExchanges, RBI, GoI and any other authorities as may be required in this regard and further subject to suchterms and conditions or modifications as may be prescribed or imposed by any of them while granting anysuch approvals, permissions, consents and / or sanctions, which may be agreed to by the Board of Directorsof the Company (hereinafter referred to as “the Board” which term shall be deemed to include anyCommittee thereof which the Board may have constituted or hereinafter constitute to exercise its powersincluding the powers conferred by this Resolution), consent of the members of the Company be and ishereby accorded to the Board to create, offer, issue and allot such number of equity shares of the Companyof face value Rs.10/-each (“Equity Shares”) and / or warrants convertible into Equity Shares, in one or moretranches, by way of one or more public and/or private offerings, and/or on preferential allotment basisand/or on right basis or any combination thereof, through issue of prospectus and /or placement document/or other permissible/requisite offer document to any eligible person, in accordance with SEBI ICDRRegulations, whether they be holders of Equity Shares of the Company or not (collectively called the“Investors”) as may be decided by the Board in its discretion and permitted under applicable laws andregulations, for an aggregate amount not exceeding Rs. 66,00,00,000/- (Rupees Sixty Six Crore), inclusiveof such premium as may be fixed on such Securities by offering the Securities at such time or times, at suchprice or prices, at a discount or premium to market price or prices permitted under applicable laws in suchmanner and on such terms and conditions as may be deemed appropriate by the Board at its absolutediscretion including the discretion to determine the categories of Investors to whom the offer, issue andallotment shall be made to the exclusion of other categories of Investors at the time of such offer, issueand allotment considering the prevailing market conditions and other relevant factors and wherevernecessary in consultation with lead manager and/or underwriter and/or other advisor appointed and / orto be appointed by the Company (the “Issue”).”

“RESOLVED FURTHER THAT in pursuance of the aforesaid resolutions:

(a) the Securities to be so created, offered, issued and allotted shall be subject to the provisions of theMemorandum and Articles of Association of the Company; and

(b) the Equity Shares that may be issued by the Company shall rank pari passu with the existing EquityShares of the Company in all respects.”

“RESOLVED FURTHER THAT consent of the company be and is hereby accorded to the Board of Directorsof the Company to dispose of the unsubscribed portion of the new equity shares, if issued in Right basis,in such a manner as they think most beneficial to the Company.”

“RESOLVED FURTHER THAT the Issue to the holders of the Securities, which are convertible into orexchangeable with equity shares at a later date shall be, inter alia, subject to the following terms andconditions:

(a) in the event the Company is making a bonus issue by way of capitalization of its profits or reservesprior to the allotment of the Equity Shares, the number of Equity Shares to be allotted shall standaugmented in the same proportion in which the equity share capital increases as a consequence ofsuch bonus issue and the premium, if any, shall stand reduced pro tanto;

(b) in the event of the Company making a rights offer by issue of Equity Shares prior to the allotment ofthe Equity Shares, the entitlement to the Equity Shares will stand increased in the same proportion asthat of the rights offer and such additional Equity Shares shall be offered to the holders of the Securitiesat the same price at which the same are offered to the existing shareholders;

(c) in the event of consolidation and/or division of outstanding Equity Shares into smaller number ofEquity Shares (including by way of stock split) or re-classification of the Securities into other securitiesand/or involvement in such other event or circumstances which in the opinion of concerned stockexchange requires such adjustments, necessary adjustments will be made.”



“RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of EquityShares, as described above, the Board be and is hereby authorized on behalf of the Company to seeklisting of any or all of such Securities on one or more Stock Exchanges in India.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to appoint lead manager, underwriters,depositories, custodians, registrars, bankers, lawyers, advisors and all such agencies as are or may berequired to be appointed, involved or concerned in the Issue and to remunerate them by way of commission,brokerage fees or the like and also to reimburse them out of pocket expenses incurred by them and alsoto enter into and execute all such arrangements, agreements, memoranda, documents, etc., with suchagencies.”

“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is herebyauthorized on behalf of the Company to take all actions and do all such acts, deeds, matters and things asit may, in its absolute discretion, deem necessary, desirable or expedient for the Issue and to resolve andsettle all questions, difficulties or doubts that may arise in regard to such Issue, including the finalizationand approval of the draft as well as final offer document(s), determining the form and manner of the Issue,finalization of the timing of the Issue, identification of the investors to whom the Securities are to beoffered, determining the issue price, face value, premium amount on issue/conversion of the Securities, ifany, execution of various transaction documents, signing of declarations, utilization of the issue proceeds,without being required to seek any further consent or approval of the members or otherwise to the endand intent that the members shall be deemed to have given their approval thereto expressly by the authorityof this resolution.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powersherein conferred to any committee of directors or any director(s) or any other officer(s) of the Company insuch manner as they may deem fit in their absolute discretion.”

By Order of the BoardFor Mathew Easow Research Securities Limited

Place: Kolkata Vivek JaiswalDate: 22nd August, 2014 Company Secretary

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBEROF THE COMPANY.

2. Proxies in order to be effective, must be received by the Company, duly filled, stamped and signed at itsRegistered Office not less than 48 hours before the commencement of the Meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate notmore than ten percent of the total share capital of the Company carrying voting rights. A member holdingmore than 10% of the total share capital of the Company carrying voting rights may appoint a singleperson as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Corporate members intending to send their authorized representatives to attend the meeting are requestedto send the Company a certified copy of the Board Resolution authorizing their representative to attendand vote on their behalf at the meeting.

4. The Register of Members and Share Transfer Books of the Company shall remain closed from 22ndSeptember, 2014 to 29th September, 2014 (both days inclusive).

5. Members are requested to bring their attendance slip along with their copy of Annual Report at theAnnual General Meeting.

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



7. Members who are holding shares in the demat form are requested to bring their Depository ID Numberand Client ID Number to facilitate easier identification for attendance at the meeting.

8. Shareholders desiring any information as regards the Accounts are requested to write to the Company atleast ten days before the date of Annual General Meeting so as to enable the Management to keep theinformation ready.

9. A copy of Balance Sheet as on 31st March, 2014, Statement of Profit and Loss for the year ended on thatdate, the Auditors’ Report, the Directors’ Report and all other documents required by law to be annexedor attached to the Balance Sheet shall be available for inspection at the Registered Office of the Companyon all working days during business hours between 11.00 a.m. and 1.00 p.m. for a period of 21 days beforethe date of Annual General Meeting.

10. Members who have not registered their e-mail addresses so far are requested to register their e-mailaddresses for receiving all communications including Annual Report, Notices, Circular, etc. from the Companyin electronic mode.

11. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014, the Company is pleased to provide members facility toexercise their right to vote at the 20th Annual General Meeting (AGM) by electronic means and the businessmay be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL).Similarly, Members opting to vote physically can do the same by remaining present at the meeting andshould not exercise the option for e-voting. However, in case Members cast their vote exercising both theoptions, i.e physically and e-voting, then votes casted through e-voting shall be only be taken intoconsideration and treated valid whereas votes casted physically at the meeting shall be treated as invalid.

The instructions for e-voting are as under

Members are requested to follow the instructions below to cast their vote through e-voting:

A. In case a member receives an email from NSDL for members whose email IDs are registered with theCompany/ Depository Participant(s):

i) Open email and open PDF file viz; “e-voting.pdf” with your Client ID (in case you are holdingshares in demat mode) or Folio No. (in case you are holding shares in physical mode) as passwordwhich contains your “User ID” and “Password for e-voting”. Please note that the password is aninitial password.

ii) Launch the internet browser by typing the following Error! Hyperlink reference not valid..

iii) Click on “Shareholder-Login:

iv) Put user ID and Password as initial password/PIN noted in step (a) above. Click login.

v) Password Change Menu appears. Change the Password/ Pin with new Password of your choicewith minimum 8 digits / characters or a combination thereof. Please note the new Password for allthe future e-voting cycles offered on NSDL e-voting Platform. It is strongly recommended not toshare your Password with any other person and take utmost care to keep your Passwordconfidential.

vi) Home page of “e-voting” opens. Click on “e-voting”: Active Voting Cycles.

vii) Select “EVEN (E-Voting Event Number)” of Mathew Easow Research Securities Limited.

viii) Now you are ready for “e-voting” as “Cast Vote” Page opens.

ix) Cast your vote by selecting appropriate option and click “Submit” and also “Confirm” whenprompted.

x) Upon confirmation, the message “Vote Cast successfully” will be displayed.

xi) Once you have voted on the resolution, you will not be allowed to modify your vote.



xii) Institutional members (i.e. members other than individuals, HUF, NRIs, etc.) are also required tosend scanned copy (PDF/JPG format) of the relevant board resolution / authority letter, etc.together with the attested specimen signature(s) of the duly authorized signatory(ies) who areauthorized to vote, to the NSDL through email at : [email protected]. You can also forward thedocuments at the Company’s email ID: [email protected].

B. In case a member receives physical copy of the Notice of AGM [for members whose email IDs are notregistered with the Company/ Depository Participant(s) or requesting physical copy].

i. EVEN (E Voting Event Number), USER ID and PASSWORD/PIN are enclosed in a separate sheetsent alongwith AGM notice.

ii. Please follow all steps from Sl. No.(ii) to Sl. No. (xii) above, to cast vote.

iii. In case of any queries you may refer the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the “downloads” section of https://www.evoting.nsdl.com or contact NSDL by email at [email protected]

iv. If you are already registered with NSDL for e-voting then you can use your existing User ID andPassword for casting your vote.

v. You can also update your mobile number and e-mail id in the user profile details of the folio whichmay be used for sending future communication(s).

vi. The e-Voting period commences on 23.09.2014 (10:00 AM) and ends on 25.09.2014 (6:00 PM).During this period shareholders of the Company, holding shares either in physical form or indematerialized form, as on the cut-off date (record date) of 15-08-2014 may cast their voteelectronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once theVote on a resolution is cast by the shareholders, the shareholders shall not be allowed to changeit subsequently.

vii. Mr. Jagannath Kar (Membership No. 20600), Practising Company Secretary has been appointedas the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

viii. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion ofthe e-voting period unblock the votes in the presence of at least two (2) witnesses not in theemployment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against,if any, forthwith to the Chairman of the Company.

ix. The results shall be declared on or after the AGM of the Company. The results declared alongwiththe Scrutinizer’s Report shall be placed on the Company’s website www.mersl.in and on the websiteof NSDL within two (2) days of passing of the resolutions at the AGM of the Company andcommunicated to the BSE Limited and CSE Limited.

12. As required under clause 49 of the Listing Agreement executed with the Stock Exchange(s), a brief profileof the Directors seeking appointment/re-appointment at the Annual General Meeting is given below:

Name of the Director Mr. Aditya Doshi

Date of Birth 01.09.1985

Qualification B.Com

Expertise in specific functional areas He has varied experience inter alia in the field ofAccounting and Financing

Directorship held in other public Companies NIL

Committee Membership NIL

Shareholding in the Company NIL



EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

The present Authorized Share Capital of the Company is Rs. 18,00,00,000/- (Rupees Eighteen Crore only)divided into 1,70,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,00,000 Preference Sharesof Rs. 100/- each.

In order to augment further capital raise, it is proposed to increase the Authorized Share Capital of theCompany from Rs. 18,00,00,000/- to Rs. 74,00,00,000/- (Rupees Seventy Four Crore only) divided into7,30,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,00,000 Preference Shares of Rs. 100/-each, by creation of additional 5,60,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking paripassu with the existing Equity Shares of the Company.

The alteration to the Capital Clause of Memorandum of Association of the Company is consequent uponincrease in the Authorized Share Capital. In order to accommodate the increased paid-up capital consequentto the proposed issue of share capital, the Authorized Share Capital of the Company needs to be increased.A change to the Authorized Share Capital of the Company necessitates an amendment to Clause V of theMemorandum of Association of your Company.

Pursuant to Provisions of Section 13 & 61 of the Companies Act, 2013, approval of the members requiredfor increase in the Authorized Share Capital of the Company and for the alteration of Capital Clause of theMemorandum of Association and accordingly the Board recommends the relevant resolutions for theapproval of the Members.

The Directors or Key Managerial Personnel of the Company may be deemed to be concerned or interestedin the proposed resolution to the extent of equity shares that may be subscribed by the companies inwhich they are directors and/or members.

ITEM NO. 5

The Company, in order to meet its growth objectives and to strengthen its financial position, is required togenerate long term resources. The Company plans to expand its existing activities. The key plans forwhich finance is required are detailed hereunder:

(1) Expansion of its current activities to make investments in various incorporated bodies.

(2) To Provide Corporate and other Finance.

(3) Long term working capital requirements.

In order to provide finance to these plan, the company intends to raise resources by issue of Equity sharesof the Company of face value Rs.10/-each (“Equity Shares”) and / or warrants convertible into EquityShares, in one or more tranches, by way of one or more public and/or private offerings, and/or on preferentialallotment basis and/or on right basis or any combination thereof, through issue of prospectus and /orplacement document/ or other permissible/requisite offer document to any eligible person, in accordancewith SEBI ICDR Regulations, whether they be holders of Equity Shares of the Company or not for a totalamount not exceeding Rs. 66,00,00,000/- (Rupees Sixty Six Crore) inclusive of such premium as may befixed on such Securities by offering the Securities at such time or times, at such price or prices.

Section 62 of the Companies Act, 2013 (“Act”), provides, inter alia, that where it is proposed to increasethe subscribed share capital of the Company by allotment of further shares, such further shares shall beoffered to the persons who on the date of the offer are holders of the equity shares of the Company, inproportion to the Capital paid up on those shares as of that date unless the shareholders decide otherwise.The Listing Agreement with the Stock Exchanges also provides that the Company shall issue or offer in thefirst instance all securities to the existing equity shareholders, unless the shareholders decide otherwise.Any offer or issue of shares by a Company to persons other than the holders of the equity shares of thecompany or to such holders otherwise than in proportion to the capital paid up, requires prior approval ofthe shareholders by passing of a Special Resolution. As the issue may result in the issue of equity sharesand / or warrants convertible into equity shares of the company to investors who may or may not be



members of the Company, consent of the members is being sought pursuant to section 62 and otherapplicable provisions of the Companies Act, 2013 and any other law for the time being in force and beingapplicable and in terms of the provisions of the listing agreement executed by the Company with the stockexchanges where the equity shares of the company are listed.

Under the proposed Issue as above, the Equity Shares may be offered to the existing Shareholders of theCompany on the basis of shares held by them as on the record date. Further, in case of under subscriptionand /or renunciation, the equity shares may be offered and allotted to persons other than the existingShareholders.

The Special Resolution as mentioned in this notice authorizes the Board or a committee thereof to finalizeall aspects of the issue including the terms of the Issue, price and size of the issue, record date etc. inconsultation with the Merchant Banker and/or other Advisors and in accordance with the applicableprovisions of rules, regulations, or guidelines.

The resolution seeks to obtain the members’ approval in respect of raising of funds through Issue of equityshares and/or warrants convertible in to equity shares pursuant to the provisions of Section 62 of theCompanies Act, 2013.

The Directors recommend this Special Resolution for approval of the Shareholders.

The Directors or Key Managerial Personnel of the Company may be deemed to be concerned or interestedin the proposed resolution to the extent of equity shares that may be subscribed by the companies inwhich they are directors and/or members.

By Order of the BoardFor Mathew Easow Research Securities Limited

Place: Kolkata Vivek JaiswalDate: 22nd August, 2014 Company Secretary



DIRECTORS’ REPORT

Your Directors take pleasure in presenting the Twentieth Annual Report of the Company together with theAudited Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS

The financial results of the Company are summarized below:

2013-14 2012-13(`̀̀̀̀) (`)

Profit before Depreciation 9,90,279 14,84,657

Less: Depreciation 2,68,272 3,09,935

Provision for Taxation:

Current Tax 5,65,000 3,75,350

Deferred Tax written back (1,096) (11,369)

Profit after tax 1,58,103 8,10,741

Add: Balance brought forward from previous year 44,83,060 36,72,319

Profit carried forward to Balance Sheet 37,97,531 44,83,060

2. PERFORMANCE REVIEW & OPERATIONS

Due to the economic slowdown, particularly in the financial sector, the performance of your Company duringthe year under review was not up to the mark and achieved a revenue from operation `1,54,80,441/- ascompared to `2,44,32,821/- during the previous year. However, your Company made a profit of `1,58,103/-as compared to last year profit of `8,10,741/-.

Your Company has been mainly into investment activities. However with a view to diversify its businessoperations, your Company has participated in the bid for empanelment as an Enrolling Agency forundertaking demographic and biometric data collection for UIDAI (AADHAAR Cards). The Companyapplication was approved by the Unique Identification Authority of India, Planning Commission, Governmentof India and your Company has been empanelled as an Enrolling Agency for the states of West Bengal,Bihar, Rajasthan, Assam and Jharkhand. The Company is looking for various possibilities for undertakingthe said business.

3. DIVIDEND

In order to plough back the profits for future requirements of the Company, no dividend is being declaredfor the year under review.

4. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association ofthe Company, Mr. Aditya Doshi (DIN-05187477), Director of the Company, retires by rotation at the ensuingAnnual General Meeting and being eligible, offers himself for re-appointment.

5. STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified as per the provisions of Section 264 of the CompaniesAct, 2013. The Directors have made the necessary disclosures as required by the various provisions of theAct and clause 49 of the Listing Agreement.

6. AUDITORS AND AUDITORS’ REPORT

M/s. Bhandari B. C. & Co.(Firm Reg. No. 311082E), Chartered Accountants, the Statutory Auditors of theCompany are retiring at the conclusion of the forthcoming Annual General Meeting and being eligible,offer themselves for re-appointment. As required under the provisions of Section 141(3)(g) of the CompaniesAct, 2013, the Company has received written confirmation from them, that their re-appointment as Auditors,if made, would be in conformity with the limits prescribed in the said section and that they are not disqualifiedfrom being appointed as the Auditors of the Company within the meaning of Section 141 of the said Act.



The notes on Financial Statements referred to in the Auditors’ Report are self-explanatory and hence donot require any further explanation from the Directors of the Company on the same.

7. DIRECTORS’ RESPONSIBILITY STATEMENTS

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company herebystate and confirm:

i) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicableAccounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March, 2014 and of the profit for the year ended as on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; and

iv) that the Directors had prepared the Annual Accounts on a going concern basis.

8. PARTICULARS OF EMPLOYEES

During the year under review no employee of the Company was in receipt of remuneration for the wholeor part of the year exceeding the limits, prescribed under Section 217(2A) of the Companies Act, 1956,read with Companies (Particulars of Employees) Rules, 1975.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

Particulars required under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particularsin the Report of the Board of Directors) Rules, 1988 relating to conservation of energy and technologyabsorption, are not applicable to the Company. There was no foreign exchange earnings and outgo duringthe year under review.

10. CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance practices. The Company’s CorporateGovernance practices are in accordance with the relevant clauses of the Listing Agreement. A separateSection on Corporate Governance is included and the certificate from the Auditors of the Company regardingthe compliances of the conditions of the Corporate Governance is given in annexure attached to andforming part of the Corporate Governance Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 ofthe Listing Agreement with the stock exchanges, is presented in a separate section forming part of theAnnual Report.

12. ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for the continued support receivedby the Company from the shareholders, employees and bankers during the year under report.

For & on behalf of the Board

Place : Kolkata Aditya Doshi Ram Kumar DalmiaDate : 22nd August, 2014 Whole-time Director & CEO Director

Registered Office:Raj Kamal Building, 1st Floor Beda Nand Choudhary Atul Kaushik128, Rash Behari Avenue, Kolkata – 700029 Director Director



MANAGEMENT DISCUSSION & ANALYSIS REPORT

INDUSTRY STRUCTURE & DEVELOPMENTS

The global economic turbulence that continued for past few years is expected to ease off by 2014. TheIndian economy was under stress and the rupee depreciates sharply. India registered an economic growthof 4.7% in the financial year 2013-14. Price pressure due to high inflation, fuel cost, a weakening rupee andrising input prices remained major concern for manufacturers.

During the Financial year 2013-14 was a difficult one for India’s economy. Growth during the Financial Year2012-13 was 4.5%. Thereafter, the first three quarters of Financial Year 2014 continued seeing low growth:4.4% in Q1; 4.8% in Q2; and 4.7% in Q3. The Central Statistical Organisation (CSO) has estimated full yeargrowth for Financial Year 2014 at 4.9%. But the actual growth rate is 4.7% which is below the expectedline. Thus, it will be two consecutive financial years of which the growth rate is below 5%.

Low growth was not the only economic issue. Inflation remained sticky throughout FY2014 as well. ConsumerPrice Inflation (CPI), a key component of determining monetary policy, fluctuated between 10.39% in April2013 and 8.31% in March 2014. Such volatility made a stable monetary stance difficult.

As global and local markets stabilised by Q3, the RBI eased tight liquidity conditions by lowering the MSFrate by 150 bps in three steps. However, it maintained its hawkish stance on containing inflation and raisedpolicy rates by 75 bps in the second half of FY2014. The government’s actions on placing import restrictionson gold also helped rein in the CAD from 4.2% to 2.3% of GDP.

Non-Banking Finance Companies (NBFCs) continued to play a critical role in making financial servicesaccessible to a wider set of India’s population. Given their unique business models and, for many, theirfocus on operational excellence, NBFCs should continue to strengthen their position in the financial servicesspace in India.

OVERVIEW AND FUTURE OUTLOOK

At the macro economy level, the challenges of the previous financial year in terms of low GDP growth,sticky inflation, sluggish Index of Industrial Production, slowdown in the investment cycle and a wideningcurrent account deficit continued during the financial year 2013-14.

During the year under review, the Reserve Bank of India (RBI), stated that managing inflation would be thetop most priority of the Central Bank. The RBI brought focus on the Consumer Price Index (CPI) followingthe steep fall in the value of Rupee. The target for inflation levels has been set at 8% and 6% for the currentyear and for the next financial year respectively. During the year, with a view to contain inflation, the RBIincreased the Repo Rate by 75 basis points but lowered Cash Reserve Ratio by 25 basis points so that theliquidity does not come under pressure. As a result of all these factors, the interest rates remained highduring the year and also witnessed steep peaks during the few months following the fall of rupee to itslowest ebb.

OPPORTUNITIES & THREATS

Opportunities

Number of policy measures has been announced by the Government to boost investments which includesan investment allowance for manufacturing companies, policy measures for creating affordable housingand addressing requirements of agriculture sector through measures other than price supports. Variousmeasures are being adopted taken to address requirements of mining and power generation sectorswhich will remove supply bottlenecks to a number of sectors. With the government’s initiative to boostinfrastructure projects, NBFCs can also look for growth in asset financing.

Threats

Threats like high inflation, high interest rates, liquidity issues, decrease in value of Indian Currency, politicalchanges etc. act as a barricades for the Company’s business. The growth of the Company’s assets andability to raise funds depends significantly on the economy. Due to unfavorable events in the Indian economy,the consumers’ sentiments can be affected and in turn impact consumer decision to purchase financialproducts. Various other factors such as cut throat competition from a broad range of financial servicesproviders and changes in regulatory framework could impact the Company’s operations.

RISK MANAGEMENT

MERSL has introduced several improvements in its policies to manage and overcome risk. Company is



exposed to specific risks that are particular to its business and the environment within which it operates.The Company is exposed to the market risk (including liquidity risk) and also the factors that are associatedwith capital market, which inter alia includes economic/business cycle, fluctuations in the stock prices inthe market, besides the interest rate volatility, and credit risk.

Company actively supports, promotes and stimulates entrepreneurship throughout the organization andencourages its human power to identify and seize opportunities. Company is confident of managing theserisks by maintaining a conservative financial profile and by following prudent business and risk managementpractices. Risk management is a key element of overall MERSL’s strategy and so an overview key strategicrisk, MERSL’s risk and control framework, and its approach to risk management is provided.

COMPANY’S PERFORMANCE

Please refer the Directors’ Report on performance review.

INTERNAL CONTROL SYSTEM

The Company’s comprehensive and effective internal control system ensures smooth business operations,eliminating the risk of failure to achieve business’s objectives, meticulously recording all transaction detailsand ensuring regulatory compliance and protecting the Company’s assets from loss or misuse.

The Company has adequate internal control procedures commensurate with its size and nature of business.The objectives of these procedures are to ensure that all its assets are safeguarded and protected againstloss from unauthorized use or disposition and that all transactions are authorized, recorded and reportedcorrectly. The adequacy of internal control systems are reviewed by the Audit Committee of the Board inits periodical meetings in line with the dynamic business environment.

HUMAN RESOURCES

The enthusiasm of staff members continued to be high in sustaining positive growth of disbursements andin maintaining healthy recoveries. With the high level of commitment and loyalty by staff members, MERSLis confident to face the challenges of the tougher market conditions.

Human resources are the principal drives of change. They play a key role for the continuous success ofbusiness and push the levers that take futuristic businesses to the next level of excellence and achievement.The Company has always attached maximum importance for the development of human resource, the vitalasset of the Company. MERSL, for its long journey of success, focuses on individual development andgrowth in work culture that enables cross-pollination of ideas ensures high performance and remainsempowering. The Company is continuously renewing and updating the knowledge and skill of its employeesat all levels through training and development. The Company has developed an environment of harmoniousand cordial relations with its employees. It is a strong belief of MERSL that respect for human rightsrepresents the foundation of good corporate governance.

FORWARD-LOOKING STATEMENT

Certain statements in the Management Discussion and Analysis describing the Company’s objectives,predictions, expectations, planning, beliefs and intentions may be “forward-looking statements” withinthe meaning of applicable laws and regulations. Actual results may differ from the forward lookingstatements contained in this document due to various risks, uncertainties and other factors which arebeyond Company’s strategy for growth, market position, expenditure and financial results. These risksand uncertainties include the effect of economic and political conditions in India, volatility in interest rates,new regulations and Government policies that may impact the Company’s business as well as its ability toimplement the strategy. Since these are based on certain assumptions and expectations of future events,the Company cannot guarantee that these are accurate or will be released. Readers are cautioned not toplace undue reliance on these forward-looking statements that speak only as of their dates. This reportshould be read in conjunction with the financial statements included herein and the notes thereto.

For & on behalf of the Board

Place : Kolkata Aditya Doshi Ram Kumar DalmiaDate : 22nd August, 2014 Whole-time Director & CEO Director

Registered Office:Raj Kamal Building, 1st Floor Beda Nand Choudhary Atul Kaushik128, Rash Behari Avenue, Kolkata – 700029 Director Director



REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance is a set of systems and practices to ensure that the affairs of the Company arebeing managed in a way which ensures accountability, transparency, and fairness in all its transactions inthe widest sense and meet its stakeholders’ aspirations and societal expectations. The basic philosophy ofCorporate Governance in the Company is to achieve business excellence and dedicate itself to increasinglong-term shareholders value, keeping in view the needs and interest of all its stake holders. The Companyis committed to transparency in all its dealings and places emphasis on business ethics. Your Company hasbeen practicing the principles of good Corporate Governance, which comprise all activities that result inthe control of the Company in a regulated manner, aiming to achieve transparent, accountable and fairmanagement. The following Corporate Governance Practices have been adopted by the Board of Directors.

2. BOARD OF DIRECTORS

COMPOSITION OF THE BOARD

Your Company’s Board presently comprises of 4 Directors - 2 Non Executive Independent Directors, 1Non-Executive Promoter and 1 Executive Whole-time Director.

The details of the directors with regards to the other Indian Directorships (other than Section 8 Companies,Foreign Companies and Private Companies), positions held in any Committees of Board of Directors aswell as attendance at Board Meetings / Annual General Meeting are as follows:

No. of Membership(s)No. of of Board Committees

Directorships **of other Companiesheld in other as Shares

Name of the Director Category Companies Member Chairman held

Mr. Beda Nand Choudhary Non ExecutivePromoter 4 1 Nil Nil

Mr. Ram Kumar Dalmia Non ExecutiveIndependent 1 Nil Nil Nil

Mr. Atul Kaushik Non ExecutiveIndependent 1 Nil Nil Nil

Mr. Aditya Doshi ExecutiveWhole-time Director Nil Nil Nil Nil

**Only positions held in three Committees viz. the Audit Committee, Remuneration Committee and InvestorGrievance Committee in Indian Public Limited Companies have been considered.

ATTENDANCE OF DIRECTORS IN THE MEETINGS HELD DURING THE YEAR 2013-14

Seven Board meetings were held during the financial year ended 31st March, 2014 on 5th April, 2013, 30th May,2013, 8th July, 2013, 13th August, 2013, 2nd September, 2013, 13th November, 2013 and 13th February, 2014.

The attendance of Directors at these meetings are as follows:

Name of Directors No. of Board Meetings AGM held on 05.08.2013Attended Attended

Mr. Beda Nand Choudhary 7 of 7 Yes

Mr. Ram Kumar Dalmia 7 of 7 Yes

Mr. Atul Kaushik 7 of 7 Yes

Mr. Aditya Doshi 5 of 7 Yes



CODE OF CONDUCT

The Company has a Code of Conduct for all its Board members and Senior Management personnel foravoidance of conflict of interest. It has received the necessary declarations affirming compliance with itfrom all of them during the period from 01.04.2013 to 31.03.2014.

3. BOARD COMMITTEES

A. AUDIT COMMITTEE

TERMS OF REFERENCE

The Audit Committee has been mandated with the same terms of reference as specified in the Clause49 of the Listing Agreement with Stock exchanges and covers all the aspects stipulated by the SEBIGuidelines. The terms of reference also fully confirm to the requirements of Section 292A of theCompanies Act, 1956.

COMPOSITION, NAME OF MEMBERS AND CHAIRMAN

The Audit Committee comprises of three Non-Executive Directors, out of which two are independent.During the year, the Audit Committee met 5 times to deliberate on various matters on 30th May,2013, 8th July, 2013, 13th August, 2013, 13th November, 2013 and 13th February, 2014.

The Composition of the Audit Committee and the attendance of each member at these meetings are as follows:

Name of Directors Position Held No. of Meetings Attended

Mr. Ram Kumar Dalmia Chairman 5

Mr. Beda Nand Choudhary Member 5

Mr. Atul Kaushik Member 5

The Chairman of the Committee is a Non-Executive Independent Director nominated by the Board.

INVITEES: The Statutory Auditors of the Company are permanent invitees to the meeting.

The Chairman of the Audit Committee attended the Annual General Meeting of the Company held on5th August, 2013 and he ensured that necessary clarifications and explanations were provided to theMembers of the Company on issues regarding accounts and finance.

The Quarterly Un-audited Financial Results as well as the Annual Financial Statements are reviewedand examined by the members of the Audit Committee before recommendation of the same to theBoard of Directors of the Company for their perusal and approval. The Audit Committee ensures aneffective internal control system.

B. REMUNERATION COMMITTEE

The Remuneration Committee comprises of three Non-Executive Directors, out of which two areindependent. The Chairman of the Committee, Mr. Ram Kumar Dalmia, is the Non-Executive IndependentDirector. No meeting of Remuneration Committee was held during the period under review.

The Composition of Remuneration Committee is given below:

Name of Directors Position Held Status

1. Mr. Ram Kumar Dalmia Chairman Non-Executive, Independent

2. Mr. Beda Nand Choudhary Member Non-Executive

3. Mr. Atul Kaushik Member Non-Executive, Independent

TERMS OF REFERENCE

The Remuneration Committee of the Board is constituted to (a) formulate from time to time process



for selection and appointment of new Directors and succession plans and (b) recommend to the Boardfrom time to time, a compensation structure for Directors and the managers.

COMPENSATION TO NON-EXECUTIVE DIRECTOR

No sitting fee has been paid to the Non-Executives Directors during the period under review forattending the meetings of the Board and its Committees.

C. INVESTORS’ GRIEVANCE COMMITTEE

The Company constituted the Committee to oversee the investor grievances in relation to transfer ofshares, non-receipt of annual report, dividend and other grievances. It is the policy of the Company topromptly attend to and resolve the complaints received from the shareholders. The Committee alsooversees the performance of the Registrar and Share Transfer Agents of the Company and recommendmeasures for overall improvement in the quality of investor services.

COMPOSITION

The composition of the Investors’ Grievance Committee is as follows :

No. of Meetings No. of MeetingsName of Directors Positions held held attended

Mr. Ram Kumar Dalmia Chairman 4 4

Mr. Beda Nand Choudhary Member 4 4

Mr. Atul Kaushik Member 4 4

During the financial year ended 31st March, 2014, four meetings of the Committee were held on 30thMay, 2013, 13th August, 2013, 13th November, 2013, and 13th February, 2014.

POSITION AS ON 31ST MARCH, 2014 OF THE SHAREHOLDERS’/ INVESTORS’ COMPLAINTSRECEIVED & REDRESSED DURING THE FINANCIAL YEAR:

Grievances Complaints received from

Investors Stock Exchanges SEBI ROC

Stop Transfer Nil Nil Nil Nil

Change of Address Nil Nil Nil Nil

Demat Related Nil Nil Nil Nil

Non-receipt of Annual Reports Nil Nil Nil Nil

Non receipt of Certificates Nil Nil Nil Nil

Duplicate Certificates Nil Nil Nil Nil

Non-receipt of Dividend Nil Nil Nil Nil

Complaints received from:SEBI/ROC/Stock Exchange/SCORES Nil Nil Nil Nil

Total Complaints received Total redressed No. of grievances outstandingduring the year during the year as on 31.03.2014

Nil Nil Nil

4. NOTE ON DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AS REQUIRED UNDER CLAUSE49 IV (G) OF THE LISTING AGREEMENT:

Details of Director seeking appointment/ re-appointment in the Annual General Meeting has been providedin the Annual General Meeting Notice attached with the Annual Report.



5. GENERAL BODY MEETING:

(i) LOCATION & TIME OF LAST 3 ANNUAL GENERAL MEETINGS:

AGM Date Venue Time No. ofSpecial

Resolutions

19th 5th August, 2013 432, Prince Anwar Shah Road, Kol - 68 9.30 a.m. One

18th 28th September, 2012 432, Prince Anwar Shah Road, Kol - 68 10.00 a.m. None

17th 28th September, 2011 432, Prince Anwar Shah Road, Kol - 68 9.30 a.m. None

At the above-mentioned meetings, all the Resolutions were passed on show of hands.

No Resolution was passed during the financial year ended 31st March, 2014 through Postal Ballot.

6. DISCLOSURES

(a) Details of transactions with related parties during the year have been set out under Point No. O ofNote No. 19 to Annual Accounts. However these are not materially significant and do not have anypotential conflict with the interests of the Company at large.

(b) No penalty has been imposed or stricture has been made by SEBI, Stock Exchanges or any StatutoryAuthorities on matters relating to Capital Markets during the last three years.

(c) Your Company has been complying with the non-mandatory requirement of the Listing Agreementwith respect to Remuneration Committee only.

(d) The financial statements have been prepared as per the Accounting Standard issued by the Instituteof Chartered Accountant of India and as prescribed under Companies (Accounting Standard) Rules,2006 as applicable.

(e) The Company has a Risk Management Policy for risk identification, assessment and control to effectivelymanage risks associated with the business of the Company.

(f) CEO/CFO CERTIFICATION

As required by the Clause 49 of the Listing Agreement, the Certificate duly signed by Mr. AdityaDoshi, CEO & Whole-time Director was obtained.

7. MEANS OF COMMUNICATION

FINANCIAL RESULTS & ANNUAL REPORTS ETC.

The Quarterly Unaudited Financial Results and the Annual Audited Financial Results as taken on recordand approved respectively by the Board of Directors of the Company are published in leading newspapers,i.e. The Business Standard/Financial Express (English), Kalanter (Bengali) and are also sent to the StockExchanges with which the shares of the Company are listed. The quarterly/annual results, press releasesand the presentation made to the institutional investors/analysts are also uploaded on the website of theCompany i.e www.mersl.in.

8. GENERAL SHAREHOLDER INFORMATION

(i) ANNUAL GENERAL MEETING DETAILS:

Day & Date Monday, 29th September, 2014Venue 432, Prince Anwar Shah Road (Surya Sen Mancha), Kolkata-700068Time 2.00 p.m.Book Closure Dates 22nd September, 2014 to 29th September, 2014 (both days inclusive)

(ii) The financial year of the Company covers 1st April, 2013 to 31st March, 2014.

(iii) DIVIDEND PAYMENT DATE: N.A.



(iv) LISTING OF SHARES ON STOCK EXCHANGES WITH STOCK CODE

STOCK EXCHANGE STOCK CODE

Bombay Stock Exchange Ltd. 511688Phiroze Jeejeebhoy TowersDalal Street, Mumbai – 400 001Telephone nos.: 022-2272 1233/34Facsimile no. : 022-2272 1919website : www.bseindia.com

The Calcutta Stock Exchange Ltd. 0230527 Lyons Range, Kolkata – 700001Telephone nos.: 033-2210 4470/77Facsimile no. : 033-2210 4500website : www.cse-india.com

The annual listing fees for the financial year 2014-15 have been paid to the aforesaid Stock Exchanges.

(a) ISIN No. for the Company’s ordinary shares in demat form: INE963B01019

(b) Depository Connectivity: NSDL and CDSL.

(v) MONTHLY HIGH AND LOW STOCK MARKET PRICE DATA (in `)

BSE Company’s Share Price BSE BSE

Months BSE High BSE Low Sensex High Sensex Low

April, 2013 42.00 36.05 19622.68 18144.22

May, 2013 39.40 28.30 20443.62 19451.26

June, 2013 40.05 31.30 19860.19 18467.16

July, 2013 45.70 32.00 20351.06 19126.82

August, 2013 39.45 23.00 19569.20 17448.71

September, 2013 33.85 23.80 20739.69 18166.17

October, 2013 34.35 25.00 21205.44 19264.72

November, 2013 32.60 23.50 21321.53 20137.67

December, 2013 29.95 24.50 21483.74 20568.70

January, 2014 36.75 28.00 21409.66 20343.78

February, 2014 59.85 36.00 21140.51 19963.12

March, 2014 77.00 57.00 22467.21 20920.98

There has been no transaction in CSE during the year 2013 – 14.

(vi) REGISTRAR AND SHARE TRANSFER AGENT

MCS Share Transfer Agent Limited12/1/5 Manoharpukur Road, Kolkata – 700026Phone nos.: (033) 4072 4054Facsimile no.: (033) 4072 4050E-Mail: [email protected]

(vii) SHARE TRANSFER SYSTEM

All the transfers relating to the physical shares of the Company are processed by M/s. MCS Share



Transfer Agent Limited, the Registrar and Share Transfer Agent of the Company and approved by theShare Transfer Committee, which attends the transfer formalities every fortnight. The power of transferand transmission of shares in demat form has been delegated with M/s. MCS Share Transfer AgentLimited. The Compliance Officer oversees the work of MCS Share Transfer Agent Limited.

(viii) DISTRIBUTION OF SHARE HOLDING AS ON 31ST MARCH 2014:

(a) ACCORDING TO CATEGORY OF HOLDING:

Category of Shareholders No. of shares held % of holding

PromotersPersons acting in concert 2080343 31.28

Non – PromotersInstitutional Investors NIL NILMutual Funds & UTI NIL NILBanks, FIs, Insurance Companies FIIs’ NIL NIL

OthersPrivate Corporate Bodies 605910 9.11Indian Public 3950468 59.41NRIs/OCB 13279 0.20

Total 6650000 100

(b) ACCORDING TO NUMBER OF ORDINARY SHARES HELD:

Number of % to total Number of % to totalShareholding Shareholders Shareholders Shares Shares

1 - 500 2970 93.43 373198 5.61

501 - 1000 106 3.33 89407 1.35

1001 - 2000 38 1.20 62356 0.94

2001 - 3000 8 0.25 19538 0.29

3001 - 4000 2 0.06 7800 0.12

4001 - 5000 5 0.16 23344 0.35

5001 - 10000 8 0.25 71100 1.07

10001 - 50000 21 0.66 528257 7.94

50001 - 100000 7 0.22 548569 8.25

100001 and above 14 0.44 4926431 74.08

Total 3179 100 6650000 100

(ix) DEMATERIALISATION OF SHAREHOLDING AND LIQUIDITY:

As per SEBI’s Guidelines, Company’s Ordinary Shares are compulsorily traded in Dematerialized formfor all the investors with effect from 31st May, 1999.

As on 31st March, 2014, 94.23% of the Company’s total Ordinary Shares representing 62,66,458 Shareswere held in dematerialized form and 3,83,542 shares representing 5.77% of paid-up share capitalwere held in physical form. The investors have an option to dematerialize their Ordinary Shares witheither of the Depositories.

(x) OUTSTANDING GDRS/ADRS/WARRANT OR ANY CONVERTIBLE INSTRUMENTS, CONVERSIONDATE AND LIKELY IMPACT ON EQUITY: NIL



(xi) PLANT LOCATION

The Company is engaged in the business of financial services and has no plant.

(xii) INSIDER TRADING

The Code of internal procedure & conduct under The SEBI (Prohibition of Insider Trading) Regulations,1992 as amended, is in force since 28.04.2002.

(xiii)ADDRESS FOR CORRESPONDENCE

(a) FOR ROUTINE MATTERS:

Any assistance regarding share transfer and transmissions, change of address, non-receipt ofdividends, duplicate/missing share certificates, demat and other matters, please write to theShare Department of the Company or contact to the Registrar & Share Transfer Agent.

(b) FOR REDRESSAL OF COMPLAINTS & GRIEVANCES

The Compliance OfficerMathew Easow Research Securities Limited“Rajkamal Building”, 1st Floor128, Rash Behari Avenue, Kolkata – 700 029Phone Nos. (033) 2464 7022/4066 0354Facsimile: (033) 4066 0354Email : [email protected] : www.mersl.in

(9) MECHANISM FOR EVALUATING NON-EXECUTIVE BOARD MEMBERS

Non-executive Directors were being always evaluated by their own peer in the Board meetings during theyear 2013-14, although there was no formal peer group review by the entire Board except the Directorsconcerned.

(10) WHISTLE BLOWER POLICY

The Company does not have any Whistle Blower Policy.

DECLARATION BY THE DIRECTOR UNDER CLAUSE 49(1) (D) (II) OF THE LISTING AGREEMENT

I, Aditya Doshi, Whole-time Director & CEO of M/s. Mathew Easow Research Securities Limited declare that allthe members of the Board of Directors and Senior Management personnel have, for the year ended31st March, 2014, affirmed compliance with the code of Conduct laid down by the Board of Directors in termsof the Listing Agreement entered with the Stock Exchange.

Place : Kolkata Aditya DoshiDate : 22nd August, 2014 Whole-time Director & CEO



AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To the Members ofMATHEW EASOW RESEARCH SECURITIES LIMITED

We have examined the compliance of conditions of Corporate Governance by Mathew Easow Research SecuritiesLimited for the year ended on 31st March, 2014, as stipulated in clause 49 of the Listing Agreement of the saidCompany with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management.Our examination was Carried out in accordance with the Guidance Note on Certification of CorporateGovernance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of CharteredAccountants of India and was limited to procedures and implementation thereof, adopted by the Company forensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

We certify that the Company has complied with the conditions of Corporate Governance as stipulated in theabove-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For BHANDARI B. C. & CO.Chartered Accountants

Firm Registration No.311082E

B.C. Bhandari, FCAPartner

ICAI Membership No.50196Kolkata, 22nd August, 2014



INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF MATHEW EASOW RESEARCH SECURITIES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of MATHEW EASOW RESEARCH SECURITIES LIMITED(“the Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Lossand Cash Flow Statement for the year then ended, and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view ofthe financial position, financial performance and cash flows of the Company in accordance with the AccountingStandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read with theGeneral Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of section133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance ofinternal control relevant to the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal control relevant to the Company’s preparation and fairpresentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internalcontrol. An audit also includes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by management, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

b. in the case of the Statement of Profit and Loss, of the PROFIT for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Governmentof India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far asappears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in



agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with theAccounting Standards referred to in section 211(3C) of the Act read with the General Circular 15/2013dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the CompaniesAct, 2013;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.



B.C. Bhandari, FCAKolkata Partner29th day of May, 2014 ICAI Membership No.50196

ANNEXURE TO AUDITORS’ REPORT

Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of the Auditors’ Report ofeven date to the members of Mathew Easow Research Securities Limited on the financial statements for the yearended 31st March, 2014.

(i) (a) Company is maintaining proper records showing full particulars, including quantitative details andsituation of fixed assets.

(b) The fixed assets of the Company have been physically verified by the Management during the yearand no material discrepancies between the book records and physical inventory have been noticed. Inour opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part offixed assets has not been disposed off by the Company during the year.

(ii) (a) As explained to us, inventories in the form of Shares and Securities have been verified by themanagement at reasonable intervals to the extent possible and practical.

(b) In our opinion and according to the information and explanations given to us, the procedures ofphysical verification of inventories followed by the management were reasonable and adequate inrelation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company hasmaintained proper records of inventories and no material discrepancies were noticed on physicalverification.

(iii) (a) Company has not granted any loans, secured or unsecured to companies, firms or other parties coveredin the register, maintained under section 301 of the Act.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other partiescovered in the register maintained under Section 301 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internalcontrol system commensurate with the size of the Company and the nature of its business for the purchaseof inventory and fixed assets and for the sale of shares and securities. Further, on the basis of our examinationof the books and records of the Company, and according to the information and explanation given to us, wehave neither come across nor have been informed of any continuing failure to correct major weaknesses inthe aforesaid internal control system.

(v) (a) According to information and explanations given to us, the particular of contracts or arrangementsreferred to in section 301 of the Act have been entered in the register required to be maintainedunder that section.



(b) According to information and explanations given to us, transactions made in pursuance of such contractsor arrangements have been made at prices which are reasonable having regard to the prevailingmarket prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of sections 58A and 58AAof the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the Company has proper and adequate internal audit system commensurate with its size andnature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) According to the information and explanations given to us and the records of the Company examinedby us, in our opinion, the Company is generally regular in depositing the undisputed statutory duesincluding provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutorydues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examinedby us, there are no dues of income- tax, sales-tax, wealth tax, service-tax, customs duty, excise dutyand cess which have not been deposited on account of any dispute.

(x) The Company does not have any accumulated losses as at the end of the year. The Company has not incurredany cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaultedin repayment of dues to any financial institutions, banks and debenture holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

(xiii) The Provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are notapplicable to the Company.

(xiv) Based on our examination of the records and evaluation of the related internal control, the Company hasmaintained proper records of transactions and contracts in respect of its dealing in shares, securities, debenturesand other investments and timely entries have been made therein. The aforesaid securities have been held bythe Company, in its own name, except to the extent of the exemption granted under section 49 of theCompanies Act, 1956.

(xv) According to the information and explanations given to us, the Company has not given any guarantee forloans taken by others from bank or financial institutions.

(xvi) The Company has not taken new term loans during the year.

(xvii) The Company did not raise any fund on short-term basis.

(xviii) The Company has not made any preferential allotment of shares during the year.

(xix) The Company has not issued debentures.

(xx) The Company has not raised any money by public issues during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordancewith the generally accepted auditing practices in India, and according to the information and explanationsgiven to us, we have neither come across any instance of fraud on or by the Company, noticed or reportedduring the year, nor have we been informed of such case by the Management.



B.C. Bhandari, FCAKolkata Partner29th day of May, 2014 ICAI Membership No.50196



BALANCE SHEET AS AT 31ST MARCH, 2014

NOTE As at 31.3.2014 As at 31.3.2013(`̀̀̀̀) (`)

EQUITY & LIABILITIESSHAREHOLDERS' FUNDS

Share Capital 1 6,65,00,000 6,65,00,000Reserves & Surplus 2 4,56,71,803 4,55,13,700

11,21,71,803 11,20,13,700NON CURRENT LIABILITIES

Long-term borrowings 3 3,60,249 5,85,191Deferred Tax Liabilities 4 3,12,619 3,13,715

6,72,868 8,98,906CURRENT LIABILITIES

Trade Payables 5 8,185 10,78,876Other current liabilities 6 3,94,301 4,20,647Short-term provisions 7 23,25,443 9,08,843

27,27,929 24,08,36611,55,72,600 11,53,20,972

ASSETSNON CURRENT ASSETS

Fixed Assets- Tangible Assets 8 29,15,079 32,31,741- Capital Work in Progress 83,200 83,200Long-term loans and advances(Unsecured, considered good)Security Deposit 45,523 45,523

30,43,802 33,60,464CURRENT ASSETS

Inventories 9 2,86,37,596 2,73,09,917Trade Receivables 10 24,73,813 1,86,06,973Cash & Bank balances 11 32,41,899 31,64,790Short Term Loans and Advances 12 7,81,75,490 6,28,78,828

11,25,28,798 11,19,60,50811,55,72,600 11,53,20,972

Significant Accounting Policies andNotes to Financial Statements 19

As per our Report of even date.

For and on behalf of the Board

Aditya Doshi Executive DirectorRam Kumar DalmiaBeda Nand Choudhary DirectorsAtul Kaushik

Pritha SinhaCompany Secretary

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For Bhandari B.C. & Co.Chartered AccountantsFirm Registration No.311082EB. C. Bhandari, FCAPartnerMembership No. 50196Kolkata, 29th May, 2014






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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2014

NOTE As at 31.3.2014 As at 31.3.2013(`̀̀̀̀) (`)

INCOMERevenue from Operations 13 1,54,80,441 2,44,32,821Other Income 14 13,700 4,598

1,54,94,141 2,44,37,419EXPENDITURE

Purchases of Stock in trade 1,27,71,275 1,93,93,469Changes in Inventories of Stock in trade 15 (13,27,679) 15,53,130Employee Benefits Expenses 16 10,84,936 8,77,271Finance Cost 17 73,514 57,925Depreciation and amortisation expenses 8 2,68,272 3,09,935Other Expenses 18 10,50,216 10,34,173Provision for bad and doubtful debts 8,11,032 —Contingent Provisions on Standard Assets 40,568 36,793

1,47,72,133 2,32,62,697

PROFIT BEFORE TAX 7,22,007 11,74,722Less: Tax Expense - Current tax 5,65,000 3,75,350 - Deferred Tax (1,096) (11,369)PROFIT FOR THE YEAR 1,58,103 8,10,741Basic/Diluted earning per share 0.02 0.12

Significant Accounting Policies andNotes to Financial Statements 19



CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 20142013-14 (`̀̀̀̀) 2012-13 (`)

A. CASH FLOW FROM OPERATING ACTVITIESNet Profit before taxas per Statement of Profit and Loss 7,22,007 11,74,722Adjustments for:

Depreciation 2,68,272 3,09,935Provision for bad and doubtful debts 8,11,032 —Contingent Provisions on Standard Assets 40,568 36,793Interest on Car Loan 73,514 57,925Loss on Sale of Fixed Assets 8,391 —

Operating Profit Before Working Capital Changes 19,23,784 15,79,375Adjustments for:

(Increase) / Decrease in Inventories (13,27,679) 15,53,130(Increase) / Decrease in Trade receivables 1,61,33,160 1,25,71,934(Increase) / Decrease in Loans & Advance (1,46,43,967) (1,36,86,390)Increase / (Decrease) in Trade payables (10,70,691) 10,78,877Increase / (Decrease) in Current Liabilities (49,426) 1,48,319

Cash Generated from Operations 9,65,180 32,45,245Taxes Paid (6,52,695) (4,55,519)

Net Cash from Operating Activities 3,12,485 27,89,726

B. CASH FLOW FROM INVESTING ACTIVITIES(Purchase) / Sale of Fixed Assets 40,000 (8,26,810)

Net Cash from Investing Activities 40,000 (8,26,810)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of Share Capital — —Secured Loan-Car Loan (2,01,862) 3,57,127Interest on Car Loan (73,514) (57,925)

Net Cash from Financing Activities (2,75,376) 2,99,202

Net Increase/ (Decrease) in Cash & Cash Equivalents (A)+(B)+(C) 77,109 22,62,118Cash & Cash Equivalents at the beginning of the year 31,64,790 9,02,672Cash & Cash Equivalents at the end of the year 32,41,899 31,64,790

Notes:

1. The Cash Flow Statement has been prepared under the "Indirect Method" set out in Accounting Standard-3 on "Cash Flow Statement".

2. Cash and Cash Equivalents include Cash-in-Hand and Bank balances in Current and term deposit accounts.(Refer Note No.11)

3. Figures in brackets indicate Cash outflow.




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NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014As at 31.3.2014 As at 31.3.2013

(`̀̀̀̀) (`)

NOTE-1 : SHARE CAPITAL

Authorised Capital

17000000 (9000000) Equity shares of Rs 10/- each 17,00,00,000 9,00,00,000100000 Preference Shares of Rs.100/- each 1,00,00,000 1,00,00,000

18,00,00,000 10,00,00,000Issued, Subscribed & Paid-up Capital

6650000 Equity Shares of Rs. 10/- each fully paid-up 6,65,00,000 6,65,00,0006,65,00,000 6,65,00,000

The details of Shareholders No. of shares (%) No. of shares (%)holding more than 5% shares: as at 31.3.2014 as at 31.3.2013Urmila Garg 367003 (05.52%) —Gunny ChemTex India Ltd — 724800 (10.90%)Mathew Easow Fiscal Services Limited 1495946 (22.50%) 1495946 (22.50%)Vista Vyapaar Private Limited 584397 (08.79%) 584397 (08.79%)NOTE-2 : RESERVES & SURPLUS

Securities Premium Account

Balance at beginning of the year 3,65,00,000 3,65,00,000Balance at end of the year 3,65,00,000 3,65,00,000Special Reserve u/s 45IC

Balance at beginning of the year 45,30,640 45,30,640Add: 20% of profits for the years 2009-10 to 2012-13 8,12,011 —Add: 20% of current year profit 31,621 —Balance at end of the year 53,74,272 4530,640Profit & Loss Account-Credit balance

Balance at beginning of the year 44,83,060 36,72,319Less: Appropriation to Reserve Fund for the years 2009-10 to 2012-13 8,12,011 —

36,71,049 36,72,319Add: Profit for the year 1,58,103 8,10,741

38,29,152 44,83,060Less: Appropriation to Reserve Fund for current year profits 31,621 —Balance at end of the year 37,97,531 44,83,060

4,56,71,803 4,55,13,700NOTE-3 : LONG TERM BORROWINGSSecured:from Tata Capital Ltd(against hypothecation of specific motor car financed) 2,04,765 3,23,531from HDFC Bank(against hypothecation of specific motor car financed) 3,80,426 4,63,522

5,85,191 7,87,053Less: Current Maturities of above 2,24,942 2,01,862

3,60,249 5,85,191

Maturity profile of above 2014-15 2015-16 2016-17 2017-182,24,942 1,62,209 1,13,712 84,328



NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH , 2014 (contd.)As at 31.3.2014 As at 31.3.2013

(`̀̀̀̀) (`)

NOTE-4 : DEFERRED TAX LIABILITY

Tax impact of differences betweencarrying amount of Fixed Assetsin the financial statements and Income Tax 3,12,619 3,13,715

3,12,619 3,13,715

NOTE-5 : TRADE PAYABLES

Micro, Small and Medium Enterprises — —

Others 8,185 10,78,876

8,185 10,78,876

NOTE-6 : OTHER CURRENT LIABILITIES

Current Maturities of Long Term Borrowings(see note-3) 2,24,942 2,01,862

Liabilities for Expenses 1,68,773 2,17,704

Professional Tax Payable — 1,081

TDS Payable 586 —

3,94,301 4,20,647

NOTE-7 : SHORT TERM PROVISIONS

Provision for tax 13,26,350 7,61,350

Provision for bad & doubtful debts 8,11,032 —

Contingent Provisions on Standard Assets 1,88,061 1,47,493

23,25,443 9,08,843

NOTE-8 : FIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As at Deduction/ As on Upto For the Adjustments Upto As at As at01-04-2013 Additions Adjustment 31-03-2014 31-03-2013 year 31-03-2014 31-03-2014 31-03-2013

` ` ` ` ` ` ` ` ` `

Tangible Assets

Office Premises 20,51,305 — — 20,51,305 5,93,983 33,436 — 6,27,419 14,23,886 14,57,323

Computer 2,49,760 — — 2,49,760 1,59,262 21,061 — 1,80,323 69,437 90,498

Furniture & Fixture 10,24,943 — — 10,24,943 10,04,225 13,929 — 10,18,154 6,789 20,718

Office Equipment 6,51,237 — — 6,51,237 3,43,559 30,900 — 3,74,459 2,76,779 3,07,678

Motor Car 20,83,563 — 6,10,371 14,73,192 7,28,038 1,68,946 5,61,980 3,35,004 11,38,188 13,55,525

CURRENT YEAR 60,60,808 — 6,10,371 54,50,437 28,29,067 2,68,272 5,61,980 25,35,359 29,15,079 32,31,741

PREVIOUS YEAR 52,33,998 8,26,810 12,20,742 60,60,808 25,19,132 3,09,935 11,23,960 28,29,067 32,31,741

Capital Work in Progress 83,200 83,200

NOTE-9 : INVENTORIES

(As taken valued and certified by the management)Shares & Securities 2,86,37,596 2,73,09,917

2,86,37,596 2,73,09,917




(`̀̀̀̀) (`)

NOTE-10 : TRADE RECEIVABLES

(unsecured, considered good)Over six months 24,73,813 74,47,378Others — 1,11,59,595

24,73,813 1,86,06,973

NOTE-11: CASH & BANK BALANCES

Cash and Cash EquivalentsBalance with Bank in Current Accounts 15,73,726 19,95,750in Fixed Deposit (lein with bank for bank guarantee) 2,45,793 2,24,463Cash in hand 14,22,380 9,44,576

32,41,899 31,64,790

NOTE-12: SHORT TERM LOANS AND ADVANCES

(unsecured, considered good)(unless otherwise mentioned)

Loans - Standard Assets 7,52,24,484 6,14,63,658Loans - Doubtful Assets 8,11,032 —Advances (recoverable in cash or in kind

or for value to be received) 5,79,375 5,09,375TDS recoverable from Tata Capital Ltd 7,426 5,317Income Tax Payments & TDS Asst year 2012-13 4,32,827 4,32,827Income Tax Payments & TDS Asst year 2013-14 4,67,651 4,67,651Income Tax Payments & TDS Asst year 2014-15 6,52,695 —

7,81,75,490 6,28,78,828

NOTE-13 : REVENUE FROM OPERATIONS

Sales 90,58,676 2,20,68,355Interest 70,68,877 57,24,872Dividend 1,50,445 33,591Profit /(Loss) on Rate Difference Transactions (Net) (4,60,257) 9,660Profit /(Loss) in Derivative Transactions (Net) (3,37,300) (34,03,658)

1,54,80,441 2,44,32,821

NOTE-14 : OTHER INCOME

Interest on IT Refund — 4,598Miscellaneous Income 13,700 —

13,700 4,598

NOTE-15 : CHANGES IN INVENTORIES OF STOCK-IN-TRADE

Inventories (at year end )Closing Stock of shares & securities 2,86,37,596 2,73,09,917

Inventories (at Commencement)Opening Stock of shares & securities 2,73,09,917 2,88,63,047

(13,27,679) 15,53,130



NOTE-16 : EMPLOYEE BENEFITS EXPENSES

Salaries & Bonus 9,64,936 7,97,271Director's Remuneration 1,20,000 80,000

10,84,936 8,77,271

NOTE-17 : FINANCE COST

Interest on Car Loan 73,514 57,925

73,514 57,925

NOTE-18 : OTHER EXPENSESAdvertisement 14,769 29,717Audit Fees 58,989 58,989Bank Charges 6,283 7,436Books & Periodicals 2,458 25,431Car Insurance 20,200 15,844Custodian Charges 33,708 44,874Demat Charges 1,285 1,198Donations & Subscription 2,000 5,900Electricity Charges 25,000 15,680Fee for increase in Authorised Share Capital 4,00,000 —Filing Fees 1,500 2,500Interest accrued but later unrealisable — 49,976Interest on TDS 89 1,812Internal Audit Fees 15,000 15,000Legal & Professional Fees 3,809 1,91,135Listing Fees 47,753 47,903Loss on sale of Motor Car 8,391 —Management Trainee Stipends 1,67,940 1,98,500Misc Expenses — 1,850Motor Car Running & Maintenance 56,512 66,176Office Expenses 11,235 11,896Postage & Courier 1,413 250Printing & Stationary 38,470 34,500Professional Tax 7,500 7,285Rent, Rates & Taxes 6,492 5,866Repair & Maintenance 29,847 21,086Security Transaction Tax 24,973 69,966Share Registrar & Transfer Agent Fee 762 17,998Telephone Charges 23,872 34,884Transaction, Turnover Charges etc. 10,239 32,619Travelling & Conveyance 19,727 17,901UID Tender / Registration Fee 10,000 —

10,50,216 10,34,173


(`̀̀̀̀) (`)



NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH , 2014 (contd.)

NOTE NO.19: SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO FINANCIAL STATEMENTS

A. The Financial Statements have been prepared in accordance with applicable Accounting Standards and asper relevant presentation requirements of the Companies Act, 1956. The Financial Statements have beenprepared according to the double entry system of accounting and on accrual basis except expenditure ongratuity, leave pay and Bonus etc. which are accounted for as and when actual payments are made.

B. The Company is registered as a Non-Banking Financial (Non-Deposit Accepting) Company with the ReserveBank of India vide Registration no.: 05.02088 dated 06.05.1998.

C. INCOME RECOGNITION is based on recognised accounting principles and as per Accounting Standard-9issued by Institute of Chartered Accountants of India. Further, interest Income or any other charges onNPA are recognised only when they are actually realised.

D. RESERVE FUND: Earlier, the Company was of the view that the requirement of transfer of 20% profit toReserve Fund created u/s 45IC of the Reserve Bank of India Act, 1934 does not apply to Non-BankingFinancial (Non-Deposit Accepting) Company. However, as a matter of abundant caution and on expertadvice, the Company has now transferred Rs.8,12,011/- to Reserve Fund for the years 2009-10 to 2012-13.Henceforth, accordingly 20% profits shall be appropriated to Reserve Fund created u/s 45IC.

E. FIXED ASSETS are stated at original cost of acquisition (including related incidental expenses) reduced bydepreciation.

F. Depreciation has been provided on pro-rata basis on the Straight Line Method at the rates and in themanner as provided in Schedule XIV to the Companies Act 1956.

G. INVENTORIES: Inventories being shares and securities are valued in the following manner:

a. Quoted shares and securities are valued at cost or market value whichever is lower.

b. Unquoted shares and securities are valued at cost.

H. PROVISIONS:

a. PROVISIONS FOR BAD AND DOUBTFUL DEBTS: The Company has made 100% provision on DoubtfulAssets to the extent to which the advance is not covered by the realisable value of the security towhich the Company has a valid recourse in accordance with Non-Banking Financial (Non-DepositAccepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007

b. CONTINGENT PROVISIONS ON STANDARD ASSETS: The Company has made Contingent Provisionson Standard Assets @ 0.25% on Standard Assets in accordance with Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 asamended by Notification No. DNBS.223/ CGM(US)-2011 dated January 17, 2011.

c. PROVISION FOR TAXES: Provision for the current tax is based on tax liability computed in accordancewith relevant tax rates and tax laws. Provision on deferred tax is made for all timing differences arisingbetween taxable incomes and accounting income at rates that have been enacted or substantivelyenacted as of the Balance Sheet date. The tax expense for the year, comprising of the current tax anddeferred tax is included in determining the net profit/loss for the year.

I. CONTINGENT LIABILITIES not provided for in respect of

As at 31.3.2014 As at 31.3.2013

Un-expired bank Guarantee Rs.2,00,000/- NIL*

* The bank guarantee has expired but the lein on Term Deposit has not been released by the bank.

J. As the Company has no activities other than those of an Non-Banking Financial Company, the segmentreporting under Accounting Standard 17 – “Segment Reporting” is not applicable. The Company does nothave any reportable geographical segment.



K. Payments to Statutory Auditors:Particulars Current year (`̀̀̀̀) Previous year (`)Audit Fee 45,000.00 45,000.00Tax Audit Fee 7,500.00 7,500.00Professional Fee 2,500.00 —Service Tax 6,798.00 6,489.00TOTAL 61,798.00 58,989.00

L. There is no liability towards Gratuity, leave pay, PF, ESI and/or any other type of retirement benefits.Hence, the requirements prescribed under Accounting Standard-15 have not been complied.

M. Separate disclosures for the amount due to Small Scale Industrial undertakings under the head CurrentLiabilities/ Creditors could not be made as the Company does not posses the requisite information.

N. The Micro, Small and Medium Enterprises Development Act, 2006 mandates disclosure related to paymentand accrual of interest on delayed payments to suppliers classified as Micro, Small and Medium Enterprisesunder the Act. The Company has not received intimation from any of its suppliers regarding the status oftheir registration under the said Act and hence separate disclosures could not be made.

O. Information given in accordance with the requirements of Accounting Standard-18 on Related PartyDisclosures issued by Institute of Chartered Accountants of India:List of Related Parties Nature of Relationshipi. Aditya Doshi Key Managerial Personnelii. Beda Nand Choudhary Key Managerial Personneliii. Mathew Easow Fiscal Services Ltd Company under common managementNote: Related party relationship is as identified by the Company and relied upon by the Auditors.Transaction with Related PartiesDirectors remuneration - Aditya Doshi (Whole Time Director) Rs.1,20,000/- Prev Yr Rs.80000.

Outstanding as on reporting date NIL Prev Yr Rs.30000.P. Quantitative Information of stock-in-trade:

Current Year Previous YearQuantity Rupees Quantity Rupees

Opening Stock Shares/ETF 887077.005 2,73,09,917 799910.005 28863048Purchases Shares/ETF 278915.000 1,27,71,275 525525.000 19393469Sales Shares/ETF 393509.000 90,58,676 438358.000 22068355Closing Stock Shares/ETF 1001671.005 2,86,37,596 887077.005 27309917

Q. Details of Earnings per share :-Current year (`̀̀̀̀) Previous year (`)

Net Profit as per Profit and Loss Account 158103 8,10,741Weighted average number of sharesfor computing Basic and Diluted earnings per share 6650000 6650000Earnings per share (Weighted average)(As per Accounting Standard 20 – Earnings Per Share)Basic and Diluted 0.02 0.12

R. Previous year’s figures have been regrouped/rearranged where necessary to conform to this years’classification.




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