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Share India Securities Ltd.

BSE: 540725 Sector: Financials
NSE: N.A. ISIN Code: INE932X01018
BSE 00:00 | 23 Aug 66.50 0
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NSE 05:30 | 01 Jan Share India Securities Ltd
OPEN 66.50
PREVIOUS CLOSE 66.50
VOLUME 1000
52-Week high 112.85
52-Week low 66.50
P/E 9.53
Mkt Cap.(Rs cr) 162
Buy Price 66.00
Buy Qty 1000.00
Sell Price 71.50
Sell Qty 1000.00
OPEN 66.50
CLOSE 66.50
VOLUME 1000
52-Week high 112.85
52-Week low 66.50
P/E 9.53
Mkt Cap.(Rs cr) 162
Buy Price 66.00
Buy Qty 1000.00
Sell Price 71.50
Sell Qty 1000.00

Share India Securities Ltd. (SHAREINDIASEC) - 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 24th Annual Report of the Companytogether with the Audited Financial Statements of the Company for the Financial Year endedMarch 312018.

1. FINANCIAL HIGHLIGHTS

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

particulars For the Year ended March 312018 For the Year ended March 312017
Revenue from Operations 1331721.02 1063598.38
Other Income 71536.13 37811.68
Total Revenue 1403257.15 1101410.06
Less: Employee Benefits Expenses 233926.71 181271.03
Less: Other Expenses 863269.56 745189.51
profit Before Finance Cost Depreciation & Taxes 306060.88 174949.52
Less: Finance Cost 53249.97 32501.51
Less: Depreciation and Amortization 20715.62 18490.59
profit Before Tax 232095.28 123957.42
Less: Current Tax 80564.54 44730.43
Deferred Tax (3592.88) (1624.21)
profit After Tax 155123.63 80851.20
Earnings per Share (Basic) (Rs.) 7.23 4.37
Earnings per Share (Diluted) (Rs.) 7.23 4.37

2. STATE OF COMPANY'S AFFAIRS

The financial year 2017-2018 was yet another year of robust performance by the Company.During the year the revenue from operations recorded a jump of more than 25.21 %in comparison to financial year 2016-2017. Consequently the Profit after Tax (PAT) aswell as Earnings per Share (EPS) also recorded a jump of 91.86 % and 65.45% respectively.

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. 13330.09 Lakhs in the year endedMarch 31 2018 an increase of 25.39% as compared to Rs. 10630.99 Lakhs in the previousyear. The Company earned Consolidated Net Profit of Rs. 1534.75 Lakhs in the year endedMarch 31 2018 which was an increase of 92.72% as compared to Rs. 796.36 Lakhs in theprevious year.

4. CAPITAL STRUCTURE

During the year the following changes were effected in the Share Capital of yourCompany:-

i) Increase in Authorised Share Capital

The Authorised Share Capital of Your Company was increased from Rs. 60000000 (RupeesSix Crore) to Rs. 250000000 (Rupees Twenty Five Crore) divided into 25000000 (TwoCrore Fifty Lakhs) Equity Shares of Rs. 10 (Rupees Ten) each on July 22 2017.

ii) Issue of Bonus Shares

During the Year under review 13869441 No. of Equity Shares of Rs. 10/- each fullypaid up were allotted as Bonus Shares in proportion of 3 (Three) equity shares for every1(One) equity share i.e in the ratio of 3:1on July 26 2017.

iii) Initial Public Offer (IPO)

During the Year under review your Company came up with a Public Issue of 6432000Equity Shares of Rs. 10/- each at a premium of Rs. 31/-per share aggregating to the totalissue size of Rs. 2637.12 Lakhs consisting of an offer for sale of 500000 equity sharesand fresh issue of 5932000 equity shares. Consequently the shares of the Company havebeen listed on SME Platform of BSE Limited on October 05 2017.

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 312018.

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 March 312018.

7. TRANSFER TO RESERVES

Your Company has transferred a sum of Rs. 155123625.60/- (Rupees Fifteen Crore FiftyOne Lakh Twenty Three Thousand Six Hundred Twenty Five and Sixty Paisa Only) to GeneralReserves for the financial year ended March 312018.

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 an extract of the Annual Return inMGT 9 are placed on the website of the Company www.shareindia.com.

9. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES

As on March 312018 we have 2 (Two) Subsidiary companies and 1 (One) Associate company.During the year under review no entity became or ceased to be the subsidiary jointventure or associate of the Company. Further a statement containing the salient featuresof the financial statement of our Associate and Subsidiary companies in the prescribedformat Aoc-1 is appended as "Annexure 1" to the Boards report.

Highlights of the performance of its wholly owned Subsidiary and Associate company

For the Year ended March 312018

particulars Share India capital Services private Limited (woS) Share India Securities (IFSc) private Limited (wos) Share India commodity Brokers private Limited (Associate)
Revenue from Operations 0 1288119.00 104409194.46
Other Income 200000.00 113466.00 462335.45
Total Revenue 200000.00 1401585.00 104871529.91
Less: Employee Benefits Expenses 653976.00 172500.00 347760.00
Les: Trade Purchase 0 0 96481882.24
Less: Other Expenses 379550.00 1167989.00 3865428.44
profit Before Finance cost Depreciation & Taxes (833526.00) 61096.00 4176459.23
Less: Finance Cost 1599.00 853605.00 2947640.60
Less: Depreciation and Amortization 0 20905.00 31324.23
profit Before Tax (835125.00) (813414.00) 11974944.00
Less: Current Tax 0 0 597124.00
Deferred Tax 0 0 (162470.00)
profit After Tax (835125.00) (813414.00) 762840.00
Earnings per Share (Basic) (Rs.) (0.67) (0.65) 0.57
Earnings per Share (Diluted) (Rs.) (0.67) (0.65) 0.57

10. CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business of your Company during thefinancial year 2017-18.

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

During the Year under review Mr. Rohin Gupta was appointed as a Whole - Time Directorand Mr. Santosh Kumar Taneja was appointed as an Independent Director w.e.f July 22 2017.Mr. Saurabh Gupta has resigned from his directorship w.e.f 31st July 2017. TheDesignation of Mr. Parveen Gupta has been changed from Director to Chairman & ManagingDirector and Designation of Mr. Sachin Gupta Mr. Rajesh Gupta and Mrs. Saroj Gupta hasbeen changed from Directors to Whole-Time Director w.e.f July 22 2017. Mr. Rakesh kumarSharma and Mr. Vikas Kumar Mittal has been regularized and appointed as an IndependentDirector of the Company w.e.f July 22 2017.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors Mr. Vikas Kumar Mittal Mr. Rakesh Kumar Sharma and Mr.Santosh Kumar Taneja have given their declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

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. Vikas Kumar Mittal - Chairman (Independent Director)

2. Mr. Rakesh Kumar Sharma - Member (Independent Director) and

3. Mr. Yash Pal Gupta - Member (Non-Executive Director)

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

14. MEETING OF THE BOARD AND COMMITTEES

I. Board Meeting

There were 20 (Twenty) Meetings held by Board of Directors during the Financial Year2017-18. Date of the Board meetings are as under:

Sl. No. Date of the Board Meeting Sl. No. Date of the Board Meeting
1. 03/04/2017 2. 25/04/2017
3 11/05/2017 4. 01/06/2017
5. 19/06/2017 6. 06/07/2017
7. 26/07/2017 8. 18/08/2017
9. 01/09/2017 10. 14/09/2017
11. 30/09/2017 12. 10/10/2017
13. 16/11/2017 14. 29/11/2017
15. 23/12/2017 16. 09/01/2018
17. 25/01/2018 18. 12/02/2018
19. 01/03/2018 20. 31/03/2018

Number of Meeting attended by the Board of Directors

Sl. No. Name of Director No. of Board Meetings Attended
1. Mr. Rajesh Gupta 20
2. Mr. Sachin Gupta 20
3. Mrs. Saroj Gupta 09
4. Mr. Yash Pal Gupta 18
5. Mr. Praveen Gupta 20
6. Mr. Saurabh Gupta 06
7. Mr. Rohin Gupta 12
8. Mr. Vikas Kumar Mittal 03
9. Mr. Rakesh Kumar Sharma 03
10. Mr. Santosh Kumar Taneja 01

II. Number of Meeting attended by the Members of Audit Committee

There were 4(Four) Meetings held by members of Audit Committee during the FinancialYear 2017-18. Date of the Audit Committee meetings are as under:

Sl. No. Date of the Meeting
1. 03/04/2017
2. 01/06/2017
3. 29/11/2017
4. 12/02/2018

Number of Meeting attended by the Members of Audit Committee

Sl. No. name of Director Designation No. of Board Meetings attended
1. Mr. Rakesh Kumar Sharma Chairperson 2
2. Mr. Vikas Kumar Mittal Member 2
3. Mr. Parveen Gupta Member 4

III. Corporate Social Responsibility Committee Meeting

There were 2(Two) Meetings held by members of Corporate Social Responsibility (CSR)Committee during the Financial Year 2017-18. Date of the CSR Committee meetings are asunder:

Sl. No. Date of the Meeting
1. 18/08/2017
2. 25/01/2018

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

Sl. No. Name of Director Designation No. of Board Meetings attended
1. Mr. Parveen Gupta Chairperson 2
2. Mr. Sachin Gupta Member 2

Iv. nomination and remuneration committee Meeting

There were 2(Two) Meetings held by members of Nomination and Remuneration Committeeduring the Financial Year 2017

18. Date of the Nomination and Remuneration Committee meetings are as under:

Sl. No. Date of the Meeting
1. 06/07/2017
2. 01/03/2018

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

Sl. No. 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

There were 4 (Four) Meetings held by members of Stakeholders Relationship Committeeduring the Financial Year 2017-18. Date of the Stakeholders Relationship Committeemeetings are as under:

Sl. No. Date of the Meeting
1. 06/07/2017
2. 30/09/2017
3. 27/10/2017
4. 09/01/2018

Number of Meeting attended by the Members of Stakeholders Relationship Committee

Sl. No. 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 March 31 2018 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

Auditors' report is without any qualification. Further the observations of theAuditors in their report read together with the Notes on Accounts are self-explanatory andtherefore in the opinion of the Directors do not call for any further explanation.

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.

* Ratification of the appointment of Auditor in every Annual General Meeting as perfirst proviso to sec 139 of the Companies Act 2013 has been omitted as per thenotification of Companies (Amendment) Act 2017 w.e.f 7th May 2018.*

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 Jaiswal & Associates as the Secretarial Auditor of theCompany to conduct the Secretarial Audit. The Secretarial Audit Report for the financialyear ended March 31 2018 is annexed to this Report as "Annexure-2".

The Secretarial Auditor's Report for the financial year 2017-18 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. 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

Your Company has acquired all the shares of M/s Windpipe Finvest Private Limited andM/s Windpipe Finvest Private Limited become Wholly Owned Subsidiary of your Company w.e.fMay 04 2018.

Your Directors at their meeting held on August 23 2018 accorded their in-principalapproval to the proposal of restructuring (Merger) of M/s Total Securities Limited memberof National Stock Exchange India Limited(NSE) and BSE limited (BSE) with your Company.

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 including

Independent Directors. The framework is monitored reviewed and updated by the Boardin consultation 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 2017-18 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.

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 DISCUSSION & 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 Annual 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 1718 19 20 2122 23 24 25 26 27 and clauses (b) to (i)of sub-regulation (2) of regulation 46 and Para C D and E of Schedule V shall not applyin respect

(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 our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formpart of the Annual Report for the Financial Year-2017-18 and Certification from auditorsor 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. 26056765.40/- (Rupees Two Crore SixtyLakhs Fifty Six Thousand Seven Hundred Sixty Five and Fourty paisa) in foreign exchangeand earned Rs. Nil in foreign exchange during the Financial Year 2017-18.

26. LISTING WITH STOCK EXCHANGES:

The Company was unlisted Public Company and listed during the year under review on BSESME Platform on October 05 2017.

Your Company has paid Annual Listing Fees for the Financial Year 2017-18 to the BSELimited where the Company's Shares are listed.

27. BUSINESS RISK MANAGEMENT

Your company is in the process of strengthening its Risk Management framework with anendeavor to enhance the control environment via risk mitigation and reducing the impact ofrisks concerning the business of the company within the acceptable levels. It has beencarried out in a phased manner wherein due emphasis is being given on identificationassessment and mitigation thereof through economic control of those risks that endangerthe assets and business of the Company.

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.

28. 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.

29. 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 closure of trading window.

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.

30. CORPORATE SOCIAL RESPONSIBILITY (POLICY)

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. The Corporate Social Responsibility Committee has formulateda Corporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company. Further the Board of Directors of your Company has alsoadopted the CSR Policy of the Company as approved by the Corporate Social ResponsibilityCommittee which is also available on the website of the Company www.shareindia.com.

As per Section 135 of the Companies Act 2013 the Company has a Corporate SocialResponsibility (CSR) Committee of its Board of Directors. The Committee comprises of:

1. Mr. Parveen Gupta - Chairman (Chairman and Managing Director)

2. Mr. Vikas Kumar Mittal - Member (Independent Director)

3. Mr. Sachin Gupta - Member (CEO& Whole-Time Director)

The report on CSR activities of the Company is attached as ‘Annexure-4'.

31. AUDIT COMMITTEE

The Audit Committee of the Company Comprises of following Directors:

1. Mr. Rakesh Kumar Sharma- Chairman (Independent Director)

2. Mr. Vikas Kumar Mittal - Member (Independent Director)

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

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

32. 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

33. 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 2017-2018:

No. of Complaints received : 01
No. of Complaints disposed off : 01
No. of Complaint Pending : Nil

34. SEPARATE MEETING OF INDEPENDENT DIRECTORS

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

1. Rakesh Kumar Sharma

2. Vikas Kumar Mittal

3. Santosh Kumar Taneja

During the year under re view the Independent Directors met on March 09 2018 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.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY

THE REGULATORS OR COURTS

No significant or material orders were passed by the Regulators / Courts during thefinancial year ended March 31 2018 which may impact the going concern status and/oroperations of the Company in future.

36. 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 Board hasappointed Internal Auditors to more strengthen the internal Financial Controls. InternalAuditors directly reports to the Audit Committee or Board of Directors of the Company.Audit Committee of the Board periodically reviews the functioning of the company toexamine the adequacy and effectiveness of the internal control systems. During the yearunder review no material or serious observation has been received from the InternalAuditors of the Company for inefficiency or inadequacy of such controls.

37. 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 of Managerial Personnel) Rules 2014 are given below:

Note: Rule 5 (1)(v) (vi) (vii) (ix) (x) and (xi) was omitted w.e.f.30th June2016 vide as Notified by Ministry of Corporate Affairs vide Notification GSR.646(E)

38. 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 year2017-2018:

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

39. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Company's Bankers Regulatory Bodies Stakeholders andother business associates who have extended their valuable sustained support andencouragement during the year 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
Sachin Gupta parveen Gupta
CEO & WTD Chairman & Managing Director
DIN: 00006070 DIN: 00013926
Add: 306 Jagriti Enclave Delhi-110092 Add:179 Hargobind Enclave Delhi-110092
Place : Sahibabad
Date : September 012018