Inani Securities Ltd Directors Report.

To

The Members,

The Directors have pleasure in presenting the 24th Annual Report of the Company, together with the financial statements for the year ended March 31, 2018.

RESULTS OF OUR OPERATIONS:

The Companys financial performance for the year ended 31st March, 2018 is summarized below:

Rs. in Lakhs
Particulars Year Ended 31st March, 2018 Year Ended 31st March, 2017
Total Revenue 285.38 325.11
Profit before Interest, Depreciation & Tax 148.23 175.87
Profit before Depreciation & Tax 115.66 149.42
Profit before Tax & Exceptional Item 102.36 133.02
Prior year Adjustment & Exceptional Items 6.15 - 0.53
Net Profit before taxation 108.52 132.49
Provision for Tax
Current Tax 24.70 28.52
Deferred Tax 0.77 0.23
Net Profit 83.05 103.74
Balance brought forward from the last year 1047.14 943.40
Earlier Year Tax 0 0
Depreciation/ Deferred Tax Adjustments 0 0
Profit available for appropriation 1130.18 1047.14
Proposed Dividend NIL Nil
Balance carried to Balance Sheet 1130.18 1047.14

Company Performance

During the year under review, the company did not perform well as the net profit of the company decreased to Rs.83.05 Lakhs when compared with the previous year Net profit of Rs.103.74 Lakhs.

Dividend:

Your Directors do not recommend any dividend for the year under review, and has decided to retain the surplus with the company for furthering the growth of the Company.

Reserves:

The entire Net Profit of the company for the FY 2017-18 is retained as Surplus. The Company has not proposed to transfer any amount to any reserve.

Deposits:

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) rules 2014. There are no public deposits, which are pending for repayment.

Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

Further, it is informed that the Company has neither given any guarantees nor provided any security during the financial year under review.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of contracts or arrangements made with related parties:

During the year, the Company has not entered into any contract or arrangement with related parties which could be considered ‘material according to the policy of the Company on Materiality of Related Party Transactions.

HUMAN RESOURCE MANAGEMENT:

To ensure good human resources management at Inani Securities Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programmers. All the while, we create effective dialogues through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

Ratio of Remuneration to each Director:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs.6,00,000/-- is being paid to Mr. Vishnukanth Inani, whole time director of the Company and a remuneration of Rs. 6,00,000/ - is being paid to Mr. Lakshmikanth Inani, Managing Director of the Company.

Particulars of employees:

The provisions of Section 197 (12) read with the relevant rules are not applicable to the Company during the year under review.

The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential.

Key Managerial Personnel:

Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director

(i) Mr. Lakshmikanth Inani Din (00461829) is the Managing Director of the Director of the Company.

(ii) Mr. Vishnukanth Inani Din ( 00571377) is the Whole time Director of the Company.

CORPORATE GOVERNANCE:

The report on Corporate Governance as stipulated under (Listing Obligations and Disclosure Requirement) Regulation 2015 is not appended to this report as it is not applicable to the company. Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is not applicable.

Auditors certificate on corporate governance:

As required under (Listing Obligations and Disclosure Requirement) Regulation 2015, the Auditors Certificate on Corporate Governance is not appended to this report as it is not applicable to the company.

Compliance Department:

During the year under review,

Mr .Lakshmikanth Inani, is the Managing Director cum Compliance Officer of the Company. Details of complaints/ requests received, resolved and pending during the Financial Year 2017-18:

During the Quarter Received Resolved Pending
NIL NIL NIL NIL

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes

Information on the Board of Directors of the Company:

During the year under review,

(i) The Shareholders at the Annual General Meeting of the Company held on 28th September, 2017 approved the following:

Mr. Ramakanth Inani (Din: 00458875) as Director of the Company to hold office for five consecutive years, for a term up to the calendar year 2020.

Composition of the Board of Directors as on the date of 31st March, 2018 is mentioned below;

Name of the Director Designation Category
Lakshmikanth Inani Managing Director Executive Director
Vishnukanth Inani Whole Time Director Executive Director
Ramakanth Inani Director Director
Anand Rameshchandra Chandak Director Independent Director
Dhanraj Soni Director Independent Director
Rama Kabra Director Independent Director

Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage.

Details with regards to meeting of Board of Directors of the Company:

During the FY 2017-2018, 5 (Five) meetings of the Board Of Directors of the Company were held as on 31st May 2017,31st July 2017, 31st October 2017, 12th February 2018, 31st March 2018.

Name of the Director Board Meetings attended during the year Whether last AGM attended
Mr. Lakshmikanth Inani 5 Yes
Mr. Ramakanth Inani 3 Yes
Mr. Vishnukanth Inani 3 No
Mr. Anand Rameshchandra Chandak 5 No
Mr. Dhanraj Soni 4 Yes
Mrs. Rama Kabra 3 Yes

Policy on directors appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31th July, 2018 , the Board consists of 6 Members, 2 of whom are Executive Directors, 3 are Independent Directors and 1 is a Director. The Board periodically evaluates the need for change in its composition and size.

Declaration by Independent Directors on Annual Basis:

The Company has received necessary declarations from each Independent Director i.e Mr. Anand Rameshchandra Chandak, Mr. Dhanraj Soni and Mrs. Rama Kabra under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013, and the same are enclosed to this Annual Report.

Boards Committees:

Currently, the Board has three committees: the Audit Committee, The Nomination and Remuneration Committee, The Stakeholders Relationship Committee. All the committees are appropriately constituted.

A detailed note on the Board and its committees, including the details on the dates of Committee Meetings is provided below in this Annual Report. The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

AUDIT COMMITTEE:

The Primary purpose of the Audit Committee of the Company as per the provisions of Section 177 of the Companies Act, 2013 is toassist the Board of Directors (the "Board") of M/s. Inani Securities Limited, (the "Company") in fulfilling its oversight responsibilities with respect to

• overseeing the Companys financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;

• reviewing and examination with management the quarterly financial results before submission to the Board;

• reviewing and examination with management the annual financial statements before submission to the Board and the auditors report thereon;

• review management discussion and analysis of financial condition and results of operations;

• scrutiny of inter-corporate loans and investments made by the Company;

• reviewing with management the annual financial statements as well as investments made by the unlisted subsidiary companies;

• reviewing, approving or subsequently modifying any Related Party Transactions in accordance with the Related Party Transaction Policy of the Company;

• approving the appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

• recommending the appointment, remuneration and terms of appointment of Statutory Auditors of the Company and approval for payment of any other services;

• reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

• reviewing management letters / letters of internal control weaknesses issued by the Statutory Auditors;

• discussing with Statutory Auditors, before the audit commences, on the nature and scope of audit as well as having post-audit discussion to ascertain area of concern, if any;

• reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal control systems;

• recommending appointment, remuneration and terms of appointment of Internal Auditor of the Company;

• reviewing the adequacy of internal audit function and discussing with Internal Auditor any significant finding and reviewing the progress of corrective actions on such issues;

• evaluating internal financial controls and risk management systems;

• valuating undertaking or assets of the Company, wherever it is necessary;

• reviewing the functioning of the Whistle Blowing mechanism;

Composition

The Audit Committee consist of the three Independent Director, Mr Anand Rameshchandra Chandak is being designated as the Chairman of the Audit Committee as on last year Annual General Meeting held on 28.09.2017, Mrs. Rama Kabra, and Mr. Dhanraj Soni as the Members of the Audit Committee.

The Committee met 4 times during the financial year 2017-18. The attendance record of the members at the meeting were as follows:

Name of the Company Designation/Category No. Of Meeting Held No. Of Meeting attended
Member
Mr. Anand Rmaeshchandra Chandak Chairman/ Independent Non Executive Director 4 3
Mrs Rama Kabra Member/Independent Non Executive Director 4 4
Mr. Dhanraj Soni. Member/ Independent Non Executive Director 4 3

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Board has been constituted to bring on board the independent approach towards determining the remuneration payable/to be paid to the Directors and Key Managerial Personnels of the Company and to formulate policy of recruitment of the one level below the Key Managerial Personnel.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

Recommend to the board the set up and composition of the board and its committees. including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

Recommend to the board the appointment or reappointment of directors.

Devise a policy on board diversity.

Recommend to the board on appointment of key managerial personnel ("KMP" as defined by the Act) and executive team members of the Company (as defined by this committee).

Carry out evaluation of every directors performance and support the board and independent directors in evaluation of the performance of the board, its committees and individual directors. This shall include "formulation of criteria for evaluation of independent directors and the board".

Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees.

On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company

Oversee familiarization programmers for directors.

Oversee the human resource philosophy, human resource and people strategy and human resource practices including those for leadership development, rewards and recognition, talent management and succession planning (specifically for the board, key managerial personnel and executive team).

Provide guidelines for remuneration of directors on material subsidiaries.

Recommend to the board on voting pattern for appointment and remuneration of directors on the boards of its material subsidiary companies.

Performing such other duties and responsibilities as may be consistent with the provisions of the committee charter.

The Remuneration Committee consists of two independent directors - Mrs Rama Kabra the chairman of the committee and Mr. Anand Rameshchandra Chandak member of the committee. The Committee met 1 time during the financial year 2017-18 date 15.02.2018. The attendance record of the member at the meeting was as follows:

Name of the Company Designation/Category No. Of Meeting Held No. Of Meeting attended
Member
Mrs. Rama Kabra Chairman/ Independent Non Executive Director 1 1
Mr. Anand Rmaeshchandra Chandak Member/Independent Non Executive Director 1 1

The details of remuneration for the year ended 31st March, 2018 to the Executive Directors are as follows:

Name Designation Remuneration
Lakshmikanth Inani Managing Director 6,00,000/-
Vishnukanth Inani Whole Time Director 6,00,000/-

The Company has paid sitting fees of Rs.1500/- per meeting of Board and Rs.500/- per meeting of Committee to Non-Executive Directors during the financial year 2017-18.

REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. Scope:

This policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Policy:

i. Remuneration to Executive Director and Key Managerial Personnel.

ii. The Board on the recommendation of the Nomination and Remuneration (NR) Committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

iii. The Board on the recommendation of the Nomination and Remuneration Committee shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

iv. The remuneration structure to the Executive Director and Key Managerial Personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

v. The annual plan and objectives for Executive Committee shall be reviewed by the NR committee and annual performance bonus will be approved by the committee based on the achievement against the annual plan and objectives.

3. Remuneration to Non Executive Directors

i. The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the Companies Act 2013.

ii. Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

4. Remuneration to other employees

Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

STAKEHOLDERS RELATIONSHIP COMMITTEE

i. This Committee is responsible, inter alia, to specifically look into the redressel of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividends etc.,

ii. One meeting of the stakeholders relationship committee was held during the year on March 24, 2018.

iii. The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

Name Designation/Category No. of Meetings held No. of Meetings attended
Mr. Dhanraj Soni Chairman/Independent, Non-Executive Director 1 1
Mrs.Rama Kabra Member/Independent, Non-Executive Director 1 1
Mr. Anand Ramesh Chandra Chandak Member/Independent, Non-Executive Director 1 1

Board Evaluation:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the independent directors of the company had a meeting on 24/03/2018 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The company has 3 (three) non-independent directors namely:

1. Mr. Anand Rameshchandra Chandak

2. Mr. Dhanraj Soni

3. Mrs. Rama Kabra

The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

Preparedness for Board/Committee meetings

Attendance at the Board/Committee meetings

Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

Monitoring the effectiveness of the companys governance practices

Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

Ensuring the integrity of the companys accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

Listing:

The equity shares of M/s Inani Securities Ltd (Scrip Code: 531672) are listed at BSE Platform. The Company has paid the Listing Fees to the Exchange for the year 2017-18.

Capital/Finance

During the year, the Company did not allot any shares to its shareholders. As on 31 st March, 2018, the issued, subscribed and paid up share capital of the Company stood at Rs. 45,577,000/-, comprising 45,57,700 equity shares of Rs.10/- each.

Nature of Business

There has been no change in the nature of business of the Company.

Auditors:

Statutory Auditors

In terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, an audit firm can hold office as statutory auditor for two terms of five consecutive years i.e. for a maximum period of ten years.

Further, as per the provisions of the Act, Company is required to comply with these provisions within three years from the commencement of the Act.

Pursuant to section 139 of the Act, your Company has appointed M/s. Jeedigunta & Co, Chartered Accountants, Firm Registration No. 001322S as Auditors of the Company for a period of 5 years at the AGM held on 28-09-2017on a remuneration that will be approved by the Board. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Auditors Report for FY 2017- 18 does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, shall be in compliance with the provisions of Section 139 and 141 of the Companies Act, 2013.

Secretarial Auditors:

Mr. Chava Sai Krishna, Company Secretary in Practice, was appointed to conduct the Secretarial Audit of the Company for the FY 2017-18, as required under the Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the FY 2017-18 is appended as Annexure II to this report.

Comments of the Board on the qualification/reservation/adverse remarks/disclosure made: by the Statutory Auditors in the Audit Report:

(i) The Auditors report do not contain any qualifications, reservations or adverse remarks by the Secretarial Auditors in the Secretarial Audit Report:

(ii) The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Risk Management:

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Board of Directors of the company reviews the same periodically. The companys risk management approach comprises governance of risk, identification of risk, and assessment of control of risk. The risk has been prioritized through a companywide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through coordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of all employees. At present the company has not identified any element of risk which may threaten the existence of the Company.

Vigil Mechanism:

The Company has established a mechanism for Directors and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The same has been disclosed in this Annual Report under the heading Whistle Blower Policy, which forms part of the Directors Report.

Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary.

Corporate Social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company.

Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional proposals/ investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, are not applicable.

Foreign Exchange Earnings and Outgo:

During the year, no foreign exchange transactions occurred. The Company did not enter into any foreign exchange and outgo and as a result, there is no foreign exchange money used or earned in the financial year 2017-18.

Subsidiaries Joint Ventures and Associate Companies:

The Company does not have any Subsidiaries and Joint Ventures or Associate Company.

Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure I to this Report.

Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Prevention of Sexual Harassment at Workplace:

The Company is committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Secretarial Standards:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

DISCLOSURES:

DETAILS OF RELATED PARTY TRANSACTION:

The particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, is prescribed in this Annual Report as mentioned in the Financial Statements.

WHISTLE BLOWER POLICY:

The Board of Directors of the Company has adopted the Whistle Blower Policy. Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation of the Companys

Code of Conduct Policy no employee has been denied access to the Audit Committee.

CODE OF CONDUCT:

In pursuance of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2011, the Board has approved the Code of Conduct for Prevention of Insider Trading and authorized the Audit Committee to implement and monitor the various requirements as set out in code.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors
For INANI SECURITIES LIMITED
Sd/- Sd/-
LAKSHMIKANTH INANI VISHNUKANTH INANI
Date: 31-07-2018 (DIN: 00461829) (DIN: 00571377)
Place: Hyderabad. Managing Director Whole Time Director