Khandwala Securities Ltd

Dear Members,

Your Directors have pleasure in presenting herewith the Eighteenth Annual Report alongwith Audited Statement of Accounts for the year ended on 31st March 2011.

FINANCIAL HIGHLIGHTS

The performance of the Company for the Financial Year ended 31st March, 2011 issummarized below:-

RESULTS OF OPERATIONS

The Revenue for the year increased from Rs. 813.43 lacs to Rs.893.76 lacs. The Profitbefore interest, exceptional items, prior period expenses and taxation registered anincrease from Rs. (167.94) Lacs loss in the FY 2010 to a profit figure of Rs. 43.11 Lacsin the current FY 2011.

The detailed information on operational and financial performance, etc., is also givenin the Management Discussion and Analysis Report which is annexed to the Directors' Reportand has been prepared in compliance with the terms of Clause 49 of the Listing Agreementwith the Indian Stock Exchanges.

DIVIDEND

Your Directors do not recommend Equity dividend for the financial year under review toconserve the resources.

DIRECTORS

Mr. Brijmohan Raj Bahl was appointed as an Additional Director effective from 28thJanuary 2011. In terms of Section 260 of the Companies Act, 1956 he will hold the officeonly upto the date of ensuing Annual General Meeting. The Company has received requisitenotice in writing from a member proposing his candidature for the office of Directorliable to retire by rotation.

In accordance with Section 255 and 256 of the Companies Act 1956 and with reference toArticle 109 of the Articles of Association of the Company, Mr. Rohit Chand, aNon-Executive Independent Director retires by rotation and, being eligible, offers himselffor re-appointment at the ensuing Annual General Meeting of the Company.

Brief resume of the Director proposed to be re-appointed, qualification, experience andthe name of the Companies in which he holds directorship, membership of the boardcommittees, as stipulated in the clause 49 of the listing agreement is provided in theReport on Corporate Governance forming a part of the annual report.

CORPORATE GOVERNANCE

Your Company has complied with all the mandatory provisions of the Clause 49 of theListing Agreement with the Stock Exchanges. As part of the Company's efforts towardsbetter corporate practice and transparency, a separate report on Corporate Governancecompliances is included as a part of Annual Report.

A certificate from the auditors, M/s Udyen Jam & Associates, Chartered Accountants,of the Company regarding compliance with the conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is attached to this Directors' Report.

RECONCILIATION OF SHARE CAPITAL

Your Company voluntarily appointed M/s. Bhuwnesh Bansal & Associates, PracticingCompany Secretary, to conduct Share Capital Audit of the Company for the financial yearended March 31, 2011. The Reconciliation of share Capital Audit Report confirms that theCompany has complied with all the applicable provisions of the Listing Agreement, theCompanies Act, 1956, and the Depositories Act, 1996.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as requiredunder Clause 49 of the Listing Agreement, is given as a separate statement in the annualreport.

EMPLOYEES

Your Company is consciously aware that its well being largely depends upon the qualityand strength of human resource. The Company endeavors to attract and retain talent. TheCompany ensures that its operations are adequately staffed. Your Company's human resourcepolicies are designed and implemented to achieve these objectives

The Board wishes to place on record its appreciation for sincere and dedicated effortsput in by all the employees. Employee-Management relations continued to remain cordialthroughout the year under review.

AUDITORS' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with inthe notes forming part of the accounts for the year, which are self-explanatory andtherefore do not call for any further comments under Section 217 (3) of the Companies Act,1956.

AUDITORS

M/s. Udyen Jain & Associates, Chartered Accountants, who retires on the conclusionof this Annual General Meeting has requested to consider their re-appointment at theensuing AGM of the Company. A Certificate from the Auditors has been received to theeffect that their re-appointment, if made, would be within the prescribed limits undersection 224 (1B) of the Companies Act, 1956 and they are not disqualified for such anappointment within the meaning of sub section (3) and (4) of Section 226 of the CompaniesAct, 1956.

PARTICULARS OF EMPLOYEES

The Company doesn't have any employee drawing remuneration as per monetary ceilingprescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies(Particulars of Employees) Rules, 1975.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company regarding compliance of conditions ofCorporate Governance as stipulated under Clause 49 of the Listing Agreement is attached tothis report.

DIRECTOR'S RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors state, as anaverment of their responsibility, that:

(i) The Company has, in the preparation of the annual accounts, followed the applicableaccounting standards along with proper explanations relating to material departures, ifany;

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs as at March 31, 2011 and of the profit or loss of theCompany for the year ended March 31, 2011.

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March31, 2011 on a going concern basis.

DEPOSITS

Your Company has not accepted any deposits from the public and, as such, no amount ofprincipal or interest was outstanding as of the balance sheet date.

ACKNOWLEDGMENTS

The Board expresses its sincere gratitude for the continued support and guidancereceived by the Company from the Securities and Exchange Board of India, the StockExchanges and other government and regulatory agencies. The Board would like toacknowledge the continued support of its bankers, registrars, vendors, clients andinvestors. The Directors also wish to place on record their gratitude and appreciation ofthe employees' hard work, dedication, teamwork and professionalism which made thephenomenal growth possible year after year.

For and on behalf of the Board of Directors

Chairman

Date: 27th May, 2011

Place: Mumbai.

a) Conservation of Energy:

Your Company consumes electricity mainly for the operation of its computers. Though theconsumption of electricity is negligible as compared to the total turnover of the Company,your company has taken effective steps at every stage to reduce consumption ofelectricity.

b) Technology Absorption

This is not applicable to your Company as it has not purchased or acquired anyTechnology for development of software from any outside party.

c) Foreign Exchange Earnings / Outgo

For and on behalf of the Board of Directors

Khandwala Securities Limited

S M Parande

Chairman

Date: 27th May, 2011

Place: Mumbai.