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Share India Securities Ltd.

BSE: 540725 Sector: Financials
NSE: SHAREINDIA ISIN Code: INE932X01018
BSE 00:00 | 30 Oct 99.15 -2.40
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VOLUME 9097
52-Week high
52-Week low
P/E 7.63
Mkt Cap.(Rs cr) 316
Buy Price 95.00
Buy Qty 100.00
Sell Price 102.00
Sell Qty 200.00
OPEN 99.75
CLOSE 101.55
VOLUME 9097
52-Week high
52-Week low
P/E 7.63
Mkt Cap.(Rs cr) 316
Buy Price 95.00
Buy Qty 100.00
Sell Price 102.00
Sell Qty 200.00

Share India Securities Ltd. (SHAREINDIA) - Director Report

Company director report

Dear Members

Share India Securities Limited

6th Milestone New Bhai-Chara Complex

Opp. Mata Mandir Chikambarpur UP Border Sahibabad Uttar Pradesh-201006

Your Directors have pleasure in presenting 25th Annual Report of the Companytogether with the Audited Financial Statements of the Company for the Financial Year endedMarch 312019.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with previousyear's figures is given hereunder:

(Amount in ‘000)

Standalone

Consolidated

Particulars For the Year ended March 31 2019 For the Year ended March 312018 For the Year ended March 312019 For the Year ended March 312018
Revenue from Operations 1653857.14 1329741.17 1698100.16 1329990.11
Other Income 90024.55 73515.98 127219.64 74868.62
Total Revenue 1743881.69 1403257.15 1825319.79 1404858.73
Less: Employee Benefits Expenses 295711.83 233900.71 305385.05 234727.19
Less: Other Expenses 1108601.05 863295.56 1121579.17 864833.12
Less: Provision on Sub-Standard & Doubtful Assets Written off - - 449.77 -
Profit Before Finance Cost Depreciation & Taxes 339568.81 306060.87 397905.80 305298.42
Less: Finance Cost 56231.56 53249.97 87964.96 54115.15
Less: Depreciation and Amortization 26402.71 20715.62 26416.20 20736.52
Profit Before Tax 256934.54 232095.28 283524.64 230446.74
Less: Current Tax 89595.32 80564.54 94068.56 80564.54
Less: MAT Entitlement - - (1907.68) -
Less: Deferred Tax (Credit) (3042.33) (3592.88) (3171.77) (3592.88)
Profit After Tax 170381.55 155123.63 194535.53 153475.09
Earnings per Share (Basic) (Rs.) 6.98 7.23 7.96 7.15
Earnings per Share (Diluted) (Rs.) 6.98 7.23 7.96 7.15

2. state of company's affairs

The financial year 2018-2019 was yet another year of robust performance by the Company.During the year the revenue from operations recorded a jump of more than 24.37 % incomparison to financial year 2017-2018. Consequently the Profit after Tax (PAT) was alsorecorded an increase of 9.83%.

The afore-mentioned performance was the result of consistent efforts made by company inoptimizing its broking as well as trading operations. As Indian growth story seems to beline with expectations your directors are also very optimistic about future prospects ofyour Company.

3. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS

The Company achieved a consolidated turnover of Rs 1698100155.96 in the year ended31st March 2019 an increase of 27.67% as compared to Rs 1329990108.96 in theprevious year. The Company earned Consolidated Net Profit of Rs 19 4535529.99 in theyear ended 31st March 2019 which was an increase of 26.75% as compared to Rs 153475086.99 in the previous year.

4. CAPITAL STRUCTURE

There was no change in the Authorised Share Capital and Paid up Share Capital of thecompany during the period under review.

The Authorised Share Capital of the Company is Rs 250000000 (Rupees Twenty FiveCrore) divided into 25000000 (Two Crore Fifty Lakhs) Equity Shares of Rs 10(Rupees Ten)each.

The paid up share capital of the company is Rs. 244245880/- (Rupees Twenty FourCrore Forty Two Lakh Forty Five Thousand Eight Hundred and Eighty) divided into24424588 (Two Crore Forty Four Lakh Twenty Four Thousand Five Hundred Eighty Eight)Equity Shares of Rs. 10/- each.

Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise. It has neither issued ESOP nor Sweat Equity Shares and does not haveany scheme to fund its employees to purchase the shares of the Company.

5. DIVIDEND

In view of the future expansion plans of the Company the Board of Directors havedecided not to recommend any Dividend for the financial year ended March 312019.

6. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the financial year ended 31st March 2019.

7. TRANSFER TO RESERVES

Your Company has transferred a sum of Rs. 170381553.80 /- (Rupees Seventeen CroreThree Lakhs Eighty One Thousand Five Hundred Fifty Three and Eighty Paisa) to GeneralReserves for the financial year ended March 312019.

8. extract of annual return

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of theCompanies (Management and Administration) Rules 2014 the details forming part of extractof annual return of the Company in Form MGT-9 is annexed herewith as "Annexure1".

An extract of the Annual Return in MGT 9 is also placed on the website of the Companywww.shareindia.com

9. subsidiaries/joint ventures/associates

As on March 31 2019 the Company had 4 (Four) Wholly-Owned Subsidiary Companies (WOS)and 1 (One) Associate Company.

During the year under review the following companies became the WOS of your Company:

a. Share India Fincap Private Limited (Formerly Windpipe Finvest Private Limited)became the WOS of the Company w.e.f 04th May 2018 after acquisition of shares of ShareIndia Fincap Private Limited.

b. M/S Share India Insurance Brokers Private Limited was incorporated as WOS on August13 2018.

Pursuant to the provisions of section 129(3) of the Companies Act 2013 a statementcontaining the salient features of the financial statement of our Associate and Subsidiarycompanies in the prescribed format AOC-1 is attached to the consolidated financialstatement of the Company. (Please refer Note No. 39 )

Highlights of the Financial Performance of our wholly owned Subsidiaries and Associatecompany

For the Financial Year ended March 31 2019

Particulars Share India capital Services Private Limited

(wos)

Share India Securities (IFSc) Private Limited

(wos)

Share India Fincap Private Limited (woS) Share India Insurance Brokers Private Limited (woS) Share India commodity Brokers Private Limited (Associate)
Revenue from Operations 7850408.00 27225371.00 57500799.00 - (14304518.33)
Other Income - 146809.00 4797227.00 612265.53 1305311.17
Total Revenue 7850408.00 27372180.00 62298026.00 612265.53 (12999207.16)
Less: Employee Benefits Expenses 4249263.00 283077.00 4190043.33 1329660.00 311803.57
Less: Other Expenses 2618529.80 4568818.00 5554138.96 742368.50 2735403.83
Less: Provision on Sub-standard & Doubtful Assets written off - - 483314.59 - -

 

For the Financial Year ended March 31 2019

Particulars Share India capital Services Private Limited (WOS) Share India Securities (IFSc) Private Limited (WOS) Share India Fincap Private Limited (WOS) Share India Insurance Brokers Private Limited (WOS) Share India commodity Brokers Private Limited (Associate)
Profit Before Finance cost Depreciation & Taxes 982615.20 22520285.00 52070529.12 1459762.97 16046414.56
Less: Finance Cost 105939.00 2130864.00 44566121.87 18510.88 925881.54
Less: Depreciation and Amortization - 8276.00 5739.84 - 23902.17
Profit Before exceptional and extraordinary items and Tax 876676.20 20381145.00 7498667.41 (1478273.85) (16996198.27)
Exceptional Items - - - - (524845.80)
Less: Current Tax 669139.00 2084928.00 - -
Deferred Tax (Credit) - 1015.00 (140966.11) - (1566771.00)
Profit After Tax 207537.20 20382160.00 5554705.52 (1478273.85) (15954273.07
Earnings per Share (Basic) (Rs.) 0.04 11.65 3.34 - (11.84)
Earnings per Share (Diluted) (Rs.) 0.04 11.65 3.34 - (11.84)

10. CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business of your Company during thefinancial year 2018-19

11. DETAIL OF DIRECTORS OR KMP APPOINTED / RESIGNED DURING THE YEAR

During the Year under review Mr. Santosh Kumar Taneja Mr. Vikas Kumar Mittal and Mr.Rakesh Kumar Sharma Independent Directors of the Company has resigned from theirrespective Directorship w.e.f September 12018.

Mr. Sulabh Jain Ms Upasana Gupta and Mr. Jatinder Pal Singh were appointed as anAdditional Director (Independent) of the Company w.e.f September 12018 and wereregularized in the last Annual General Meeting held on September 29 2018.

12. declaration given by independent directors

The Non-Executive Independent Directors of the Company have given declaration statingthat they continue to confirm the criteria set out for Independent Directors under Section149(6) of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

13. POLicY ON DIREcTOR'S APPOINTMENT AND POLicY ON REMuNERATION

In adherence to section 178(1) of the Companies Act 2013 the Board of Directors ofthe company regularly review the policy on directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under section 178(3) based on the recommendations ofthe Nomination and Remuneration Committee.

The Nomination and Remuneration Committee consists of 3 (Three) Members i.e

1. Mr. Yash Pal Gupta - Chairman& Non-Executive Director

2. Mr. Sulabh Jain - Member (Independent Director) and

3. Ms. Upasana Gupta - Member (Independent Director)

A copy of relevant policy is placed on the website of the company at www.shareindia.com.

14. MEETING OF THE BOARD AND cOMMITTEES

I. Board Meeting

During the Financial Year 2018-19 13 (Thirteen) Meetings were held by your Board ofDirectors. Date of the Board meeting is here as under:

Date of the Board Meeting SI No Date of the Board Meeting
1. 13.04.2018 2. 24.04.2018
3 03.05.2018 4. 15.05.2018
5. 30.05.2018 6. 02.07.2018
7. 23.07.2018 8. 23.08.2018
9. 01.09.2018 10. 26.10.2018
11. 12.11.2018 12. 03.12.2018
13. 26.02.2019

Number of Meeting attended by the Board of Directors

Name of Director No. of Board Meetings Attended
1. Mr. Rajesh Gupta 12
2. Mr. Sachin Gupta 13
3. Mrs. Saroj Gupta 12
4. Mr. Yash Pal Gupta 12
5. Mr. Praveen Gupta 13
6. Mr. Rohin Gupta 13
7. Mr. Vikas Kumar Mittal 0
8. Mr. Rakesh Kumar Sharma 1
9. Mr. Santosh Kumar Taneja 0
10. Mr. Sulabh Jain 2
11. Mr. Jatinder Pal Singh 0
12. Ms Upasana Gupta 1

II. Audit Committee Meeting

During the Financial Year 2018-19 04 (Four) Meetings were held by your AuditCommittee.

Date of the Audit Committee meetings are as under:

Date of the Meeting
1. 30.05.2018
2. 23.08.2018
3. 12.11.2018
4. 03.12.2018

Number of Meeting attended by the Members of Audit Committee

Name of Director Designation No. of Board Meetings Attended
1. Mr. Rakesh Kumar Sharma Chairman 1
2. Mr. Vikas Kumar Mittal Member 1
3. Mr. Parveen Gupta Member 2
4. Mr. Sachin Gupta Chairman 2
5. Mr. Sulabh Jain Member 2
6. Ms Upasana Gupta Member 1

III. Corporate Social Responsibility Committee Meeting

During the Financial Year 2018-19 04 (Four) Meetings were held by your CorporateSocial Responsibility Committee. Date of the CSR Committee meetings are as under:

Date of the Meeting
1. 10.04.2018
2. 28.07.2018
3. 23.08.2018
4. 30.11.2018

Number of Meeting attended by the Members of Corporate Social Responsibility Committee

Name of Director Designation No. of Board Meetings Attended
1. Mr. Sachin Gupta* Chairman 4
2. Mr. Parveen Gupta* Member 4
3. Mr. Sulabh Jain Member 0

* Mr. Sachin Gupta was re-designated as the Chairman of the CSR committee in place ofMr. Parveen Gupta w.e.f 01.09.2018.

IV. Nomination and Remuneration Committee Meeting

During the Financial Year 2018-19 02 (Two) Meetings were held by your Nomination andRemuneration Committee. Date of the Nomination and Remuneration Committee meetings are asunder:

Date of the Meeting
1. 24.04.2018
2. 23.08.2018

Number of Meeting attended by the Members of Nomination and Remuneration Committee

Name of Director Designation No. of Board Meetings Attended
1. Mr. Vikas Kumar Mittal Chairperson 1
2. Mr. Rakesh Kumar Sharma Member 1
3. Mr. Yash Pal Gupta Member 2

V. Stakeholders Relationship Committee Meeting

During the Financial Year 2018-19 04 (Four) Meetings were held by your StakeholdersRelationship Committee. Date of the Stakeholders Relationship Committee meetings are asunder:

Date of the Meeting
1. 11.04.2018
2. 13.07.2018
3. 10.10.2018
4. 04.01.2019

Number of Meeting attended by the Members of Stakeholders Relationship Committee

Name of Director Designation No. of Board Meetings Attended
1. Mr. Yash Pal Gupta Chairperson 4
2. Mr. Parveen Gupta Member 4
3. Mr. Sachin Gupta Member 4

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act 2013your Directors confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b) they have in the selection of the accounting policies consulted the StatutoryAuditors and these have been applied consistently and reasonable and prudent judgments andestimates have been made so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and of the Profit of the Company for the year ended on thatdate;

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

d) The Directors have prepared the annual accounts on a going - concern basis;

e) they have laid down internal Financial Control followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and the systems were adequate and operating effectively.

16. AUDITORS' REPORT

M/S T.K Gupta & Associates Chartered Accountants Statutory Auditors of yourCompany has audited the Financial Statement of the Company for the Financial Year ended31st March 2019. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

Further since the Auditors have not reported any instances involving Fraud in theirAudit Report the particulars as prescribed under Section 134(3) (ca) of the CompaniesAct 2013 have not been provided.

17. SECRETARIAL AUDITORS' REPORT

As per provisions of Section 204 of the Companies Act 2013 the Board of Directors ofthe Company have appointed M/s Arvind Kushwaha and Associates Company Secretaries as theSecretarial Auditor of the Company to conduct the Secretarial Audit for the year 2018-19.The Secretarial Audit Report for the financial year ended March 312019 is annexed tothis Report as "Annexure-2".

The Secretarial Auditor's Report for the financial year 2018-19 does not contain anyqualification observation or adverse remarks and therefore in the opinion of theDirectors do not call for any further explanation.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The full particulars of the loans given investment made or guarantee given or securityprovided and the purpose for which the loan or guarantee or security is proposed to beutilized if any as per the provisions of Section 186 of the Companies Act 2013 areprovided in the notes to accompanying standalone financial statement.

19. CONTRACT OR ARRANGEMENT WITH RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with related parties which mayhave a potential conflict with the interest of the Company. All Related Party Transactionsare placed before the Audit Committee for approval .Prior Omnibus approval of Auditcommittee has been obtained for transactions which are of repetitive nature.

For Further Details your attention is drawn to the Related Party disclosures set outin Note no.28 of the Financial Statements.

20. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There have been no material changes and commitments affecting the financial positionof the Company between the end of the Financial Year till the date of this Report.

21. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act 2013 the Board in consultationwith its Nomination & Remuneration Committee has formulated a framework containinginter-alia the process format attributes and criteria for performance evaluation of theentire Board of the Company its Committees and individual Directors includingIndependent Directors. The framework is monitored reviewed and updated by the Board inconsultation with the Nomination and Remuneration Committee based on need and newcompliance requirements.

Evaluation of the Board and its Committees is based on various aspects of theirfunctioning such as adequacy of the constitution and composition of the Board and itsCommittees matters addressed in the meetings processes followed at the meeting Board'sfocus regulatory compliances and Corporate Governance etc. are in place. Similarly forevaluation of individual Director's performance various parameters like Director'sprofile contribution in Board and Committee meetings execution and performance ofspecific duties obligations regulatory compliances and governance etc. are considered.

Accordingly the annual performance evaluation of the Board its Committees and eachDirector was carried out for the financial year 2018-19 by Nomination and RemunerationCommittee in consultation with the Board.

The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it determines whether to extend or continue their term ofappointment whenever their respective term expires. The Directors expressed theirsatisfaction with the evaluation process.

22. MANAGEMENT DISCUSION & ANALYSIS REPORT

The Management Discussion and Analysis Report under Regulation 34 read with Schedule Vof the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented as forming part of this Report as Annexure-3.

23. CORPORATE GOVERNANCE REPORT AND COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS ORPRACTICING COMPANY SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

As per provisions of Regulation 15(2)of the SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 Compliance with the corporate governance provisions asspecified in regulations 17 [17A] 18 19 20 2122 23 24 [24A] 25 26 27 andclauses (b) to (i) of subregulation (2) of regulation 46 and para C D and E of ScheduleV shall not apply in respect of-

(a) the listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year.

(b) the listed entity which has listed its specified securities on the SME Exchange.

Since Your Company falls in the ambit of aforesaid exemption (b); hence compliancewith the provisions of Corporate Governance shall not apply to the Company and it does notform part of the Annual Report for the Financial Year-2018-19 and Certification fromauditors or practicing company secretaries regarding compliance of conditions of corporategovernance are also not required to be annexed with the Annual Report.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Companies Act 2013 read withrule 8 of the Companies (Accounts) Rules 2014 regarding Conservation of Energy andTechnology Absorption are not applicable to the Company and hence have not been provided.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has incurred an expenditure of Rs. 11708502.54/- (Rupees One CroreSeventeen Lakhs Eight Thousand Five Hundred Two and Fifty Four Paisa) in foreign exchangeand earned Rs. NIL in foreign exchange during the Financial Year 2018-19.

26. LISTING WITH STOCK EXCHANGES

Your Company has paid Annual Listing Fees for the Financial Year 2018-19 to the BSELimited where the Company's Shares are listed.

27. SECRETARIAL STANDARD

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by theInstitute of Company Secretaries of India(ICSI).

28. BUSINESS RISK MANAGEMENT

Your company follows Risk Management framework with an endeavor to enhance the controlenvironment via risk mitigation and reducing the impact of risks concerning the businessof the company within the acceptable levels. It has been carried out in a phased mannerwherein due emphasis is being given on identification assessment and mitigation thereofthrough economic control of those risks that endanger the assets and business of theCompany.

To achieve the aforesaid objectives the Board of Directors of your company has framedthe Risk Management policy to identify assess and mitigate the risks associated with thebusiness of the Company.

29. COST RECORDS AND COST AUDIT REPORT

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.

30. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the period of trading window closure.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders. The Board has also approved the Code for FairDisclosure in line with SEBI (Prohibition of Insider Trading) Regulation 2015 and thesame can be accessed on company's website www.shareindia.com

31. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted Corporate Social Responsibility Committee in compliancewith the provisions of Section 135 of the Act read with the Companies (Corporate SocialResponsibility) Rules 2014. Your Company has been undertaking CSR activities on asignificant scale upholding the belief that corporate have a special and continuingresponsibility towards social development.

As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has undertaken projects in the areas of promoting education. Theseprojects are in accordance with Schedule VII of the Act and the Company's CSR policy. TheCSR Committee of the Company helps the Company to frame monitor and execute the CSRactivities of the Company. The Committee defines the parameters and observes them foreffective discharge of the social responsibility of your Company.

The Corporate Social Responsibility Committee comprises of:

1. Mr. Sachin Gupta- Chairman (CEO& Whole- Time Director)

2. Mr. Parveen Gupta- Member (Managing Director)

3. Mr. Sulabh Jain- Member (Independent Director)

The CSR Policy is available on the website of the Company www.shareindia.com. Thereport on CSR activities of the Company is attached as ‘Annexure-4'.

Your Company has taken initiatives to promote education by sponsoring fees for eligiblestudents undergoing higher studies and other incidental activities in the field ofeducation. In pursuit of its goal the Company had sponsored the fees of approx 109students via spending of Rs. 600000/- (Rupees Six Lakhs Only) and also contributed anamount of Rs. 1266067/- (Rupees Twelve Lakh Sixty Six Thousand and Sixty Seven Only)leaning other purposes aiming to help needy and underprivileged students) during thefinancial year 2018-19. Since the process involves lot of pre-checks the entire amountearmarked for the purpose could not be spent during the financial year. Therefore anamount of Rs. 1147232.60 remained unspent from the total fund reserved for CSRactivities during the year 2018-19.

32. AUDIT COMMITTEE

The Audit Committee of the Company Comprises of following Directors:

1. Mr. Sachin Gupta - Chairman (CEO & Whole-Time Director)

2. Mr. Sulabh Jain - Member (Independent Director)

3. Ms. Upasana Gupta - Member (Independent Director)

There have not been any instance/s wherein recommendations of Audit Committee have notbeen accepted by Board of Directors of Your Company.

33. VIGIL MECHANISM POLICY

The Company has adopted a Vigil Mechanism Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee. The copy of vigil mechanism policy is put on the Company's Website and may beaccessed at www.shareindia.com

34. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company Comprises of followingDirectors:

1. Mr. Yash Pal Gupta- Chairman (Non-Executive Director)

2. Mr. Sachin Gupta - Member (CEO& WTD)

3. Mr. Parveen Gupta - Member (Chairman & Managing Director)

The following is a summary of investors complaints received and disposed off during thefinancial year 2018-2019:

No. of Complaints received : NIL
No. of Complaints disposed off : NIL
No. of Complaint Pending : NIL

35. SEPARATE MEETING OF INDEPENDENT

directors

The Independent Directors Committee of the Company Comprises of following IndependentDirectors:

1. Jatinder Pal Singh

2. Sulabh Jain

3. Upasana Gupta

During the year under re view the Independent Directors met on March 20 2019 discussed and reviewed the performance of non-Independent Directors the Board and theChairman of the Company and also to assess the quality quantity and timeliness of flow ofinformation between the Company management and the Board.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY

the regulators or courts

There are no significant and material orders passed by the Regulators or Courts ortribunal impacting the going concern status and Company's operations in future.

37. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are proper adequate and operating effectively. The Company'sinternal control system is commensurate with its size scale and complexities of itsoperations. The Board has appointed Internal Auditors to more strengthen the internalFinancial Controls. Internal Auditors directly reports to the Audit Committee or Board ofDirectors of the Company. The Audit Committee of the Board actively reviews the adequacyand effectiveness of the internal control systems and suggests improvements to strengthenthe same. During the year under review no material or serious observation has beenreceived from the Internal Auditors of the Company for inefficiency or inadequacy of suchcontrols.

38. PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Accordingly details as required Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 have not been provided.

The details forming part of top ten employees in terms of remuneration of the Companyis annexed herewith as "Annexure-5".

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given below:

Rule 5 Particulars

Details

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Name of Director Designation Remuneration Ratio to the Median
Company for the financial year. Parveen Gupta Managing Director 2160000 9:1
*Rajesh Gupta Whole Time Director 144 000 9:1
Sachin Gupta CEO& Whole Time Director 2240000 9.3:1
Saroj Gupta Whole Time Director 2160000 9:1
Rohin Gupta Whole Time Director 3420000 14.25:1
(ii) The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary in the financial year. Name Designation % of increase
Parveen Gupta Managing Director NIL
*Rajesh Gupta Whole Time Director NIL
Sachin Gupta Whole Time Director 9.8
Saroj Gupta Whole Time Director NIL
Rohin Gupta Whole Time Director 6.21
Vikas Aggarwal Company Secretary & Compliance Officer 25.4
Vijay Kumar Rana Chief Financial Officer 18.96
(iii) The percentage increase in the median remuneration of employees in the financial year. -5.88%#
(iv) The number of permanent employees on the rolls of the company. 919 no. of Employees
(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. The average % increase was 10% for all employees during the year. The increase is on the basis of performance of the Company and regular increment on yearly basis as per the Company's policy.
Average increase in the managerial remuneration of the Company was 8%.
(xii) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company. Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is affirmed that the remuneration paid to the Directors Key Managerial Personnel and Senior Management is as per the Remuneration Policy of the Company.

Note: Rule 5 (1)(v) (vi) (vii) (ix) (x) and (xi) was omitted w.e.f.June 30 2016vide as Notified by Ministry of Corporate Affairs vide Notification GSR.646(E)

*The Designation of Mr. Rajesh Gupta has been changed from Whole - Time Director to NonExecutive Director w.e.f from April 24 2018 #The Last year median remuneration ofEmployees was Rs. 255000/- and despite of the fact that the average % increase was 10% forall employees during the year the median remuneration for the Current year was Rs.240000/- because there has been a significant increase of approx. 229 permanent employeesat the lower levels on the rolls of the Company making it insignificant to compare themedian remuneration of both the years. Hence % Increase in median remuneration ofemployees in the financial year is negative.

39. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company is committed to provide a safe and secure environment to its womenemployees across its functions as they are integral and important part of theorganization. Your Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. An Internal Complaints Committee (ICC) with requisite numberof representatives has been set up to redress complaints relating to sexual harassment ifany received from women employees and other women associates. The following is a summaryof sexual harassment complaints received and disposed off during the financial year2018-2019:

No. of Complaints received : Nil
No. of Complaints disposed off : Nil

40. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance

received from the Company's Bankers Regulatory Bodies Stakeholders and other businessassociates who have extended their valuable sustained support and encouragement during theyear under review.

Your Directors also wish to place on record their deep sense of gratitude andappreciation for the commitment displayed by all executives officers and staff at alllevels of the Company resulting in the successful performance of the Company during theyear under review. We look forward to your continued support in the future.

By Order of Board of Director For Share India Securities Limited

Parveen Gupta Sachin Gupta
Chairman & Managing Director CEO & Whole-Time Director
DIN: 00013926 DIN: 00006070
Add:179Hargobind Enclave Add:306 Jagriti Enclave
Delhi-110092 Delhi-110092
Place : Sahibabad
Date : August 28 2019

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