Naysaa Securities Ltd Directors Report.

TO THE MEMBERS

Dear Members,

Your Directors have pleasure in presenting their 8thAnnual Report together with the Audited Accounts of theCompany for the Year ended March 31, 2015.

FINANCIAL RESULTS:

Particulars Year ended 31st March 2015 Year ended 31st March 2014
Turnover 25,762,522 2561211
Profit/(Loss) before taxation 388396 150933
Less: Tax Expense -167537 -47,799
Profit/(Loss) after tax 220859 103,135
Add: Balance B/F from the previous year 10,559,168 1,077,659
Balance Profit/ (Loss) C/F to the next year 15,764,062 10,559,168

OPERATIONAL REVIEW:

The Company recorded a turnover of Rs. 25,762,522 during the year under review as against Rs. 2,561,211 in the previous year, The net profit after tax is Rs. 220,859 as against a profit of Rs.103,135in the previous year.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March 2015 with a view to conserve the resources for future.

AMOUNT TRANSFER TO RESERVE:

Your Directors do not propose any amount to be transferred to the Reserves for the year ended 31st March 2015.

CORPORATE GOVERNANCE:

Since the equity share capital of the Company is listed exclusively on the SME Platform of BSE Limited, the requirement of corporate governance clause of Listing Agreement is not applicable to the Company in terms of SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 and hence, the Report on corporate Governance is not applicable to the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 52 of the SME Listing Agreement with the Stock Exchanges, annexed to this Directors

Report, provides a more detailed review of the operating performance.

Particulars of the Company’s Subsidiaries, Joint Ventures and Associate Company:

Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

DEPOSITS:

Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

As a part of the effort to evaluate the effectiveness of the internal control systems, your Company s internal control system reviews all the control measures on periodic basis and recommends improvements, wherever appropriate. The Company has in place adequate internal control systems and procedures commensurate with the size and nature of its business. These systems and procedures provide reasonable assurance of maintenance of proper accounting records, reliability of financial information, protections of resources and safeguarding of assets against unauthorized use. The management regularly reviews the internal control systems and procedures.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provision of section 152(6) and article the Articles of Association of Company Mr. VikramJayantilalLodha will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends his reappointment.

ManjuJayantilalLodhaand BhavinKantilal Gala were appointed as Additional Directorsof the Company u/s 161 of the Companies Act, 2013 w.e.f. 19th June, 2015to hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of section 160 (1) of the Companies Act, 2013 from a member proposing their appointment as Directors. The Board of Directors recommends their appointment as Directors.

Mr. BhavinKantilal Gala was appointed as an Additional Independent Directorof the Company u/s 161 of the Companies Act, 2013 w.e.f. 19th June, 2015 to hold office upto the date of ensuing Annual General Meeting. The Company has received declarations from him confirming that he meet the criteria of independence. Mr. Abhishek Ashok Shastri, and Mr. Paras Thakor Shah were appointed as Additional Independent Directors of the Company u/s 161 of the Companies Act, 2013 w.e.f. 18th June, 2014and 20thMarch, 2014 respectively to hold office upto the date of ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independenceas prescribed in Section 149(6) of the Companies Act, 2013

The Company has received a notice as per the provisions of section 160 (1) of the Companies Act, 2013 from a member proposing their appointment as Independent Director. The Board of Directors recommends their appointment as Independent Director.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Clause 52 of the SME Listing Agreement.

BOARD EVALUATION;

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the SME Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

REMUNERATION POLICY:

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is available at the website of the Company i.e. naysasecurities.com.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year twenty oneBoard Meetings, four Audit Committee Meetings, oneNomination & Remuneration Committee, and one Stakeholder Relationship Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

CHANGES IN SHARE CAPITAL, IF ANY:

During the Financial Year 2014-15, the Company has issued 10,00,000 Shares of Rs. 10/- each at a Premium of Rs. 5/- under Initial Public Offer, on SME platform of BSE Limited.

UTILISATION OF IPO FUNDS :

(Rs.in Lacs)
Particulars As disclosed in Prospectus dated 24thJune 2014 to be expanded till 31st March 2015 Actual Utilisation as on 31st March 2015
Expanding our domestic operation and network of branches 30.00 30.00
Enhancement of margin money maintained with the exchanges 30.00 30.00
General Corporate Purposes 9.00 9.00
Public Issue Expense 40.00 22.27
TOAL 109.00 86.27

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, Guarantees or Investments made under section 186 of the companies Act 2013 is furnished in the notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 1".

RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were on arm s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.Certain transactions which were entered into with related parties were described in Form AOC-2 attached as "Annexure 2" and forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A] Conservation of Energy, Technology Absorption:

Your Company is not a power intensive company even though the Company has taken all measures to conserve the energy. Your Company is not using any foreign technology.

B] Foreign Exchange Earning and Outgo:

The Foreign Exchange Earning and Outgo were NIL during the year.

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

No case of sexual harassment was reported during the year.

EMPLOYEE RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to appointment of woman director which was complied later on and non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. Interest free advances were given prior to the financial year 2014-15 and the Company is in the process of recovering the same. The company would ensure in future that all the provisions are complied with the fullest extent.

AUDITORS:

The Auditors M/s. M. K. Singhal& Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per section 139 of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 the company has appointed M/s. NishantJawasa&Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company The Secretarial Audit report is annexed herewith as Annexure 3 to this report.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 &Clause 52 of the SME Listing Agreement, thecompany hasconstituted a business risk management committee. The risk management policy can be viewed at the website of the Company i.e. naysaasecurities.com.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014

(B) The ratio of the remuneration of each director tothe median employee s remuneration and otherdetails in terms of sub-section 12 of Section 197of the Companies Act, 2013 read with Rule 5(1) ofthe Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, are formingpart of this report as Annexure - 4.

Material changes affecting the Financial Position of the Company:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, StateGovernment, Local Bodies, Customers, Suppliers, Executives, Staff and employees at all levels for their continuous cooperationand assistance.

For and on behalf of the Board of Directors
Sd/-
PLACE: Mumbai (Jayantilal Lodha)
DATE: 14th August, 2015 Chairman

CEO CERTIFICATION To, The Board of Directors

Naysaa Securities Limited

I, VikramLodha, Whole-time Director of Naysaa Securities Limited hereby certify that:

(a) I have reviewed financial statements and the cash flow statement for the year ended 31st March, 2015 and that to the best of their knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (ii) these statements together present a true and fair view of the company s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or volatile of the company s code of conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the Audit committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company s internal control system over financial reporting.

Sd/-
Place: Mumbai VikramLodha
Date: 14th August, 2015. Whole-time Director