NDA Securities Ltd Directors Report.

Dear Shareholders,

Your Board of Directors has immense pleasure in presenting the 27thAnnual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2019. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in this Board Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

INFORMATION ON STATE OF THE COMPANYS AFFAIRS

The Company had started its journey by acquiring the membership in National Stock Exchange as soon as it came into existence in the year 1994, and held Category-1 Merchant Banking license till 1998.

In the year 1994, the Company came out with a public issue, which was a success. The Company is among the first broking houses of Northern India to go public. Our share is presently listed at Bombay Stock Exchange.

The company has diversified its business in due course of time and rendering all financial services under one roof with the help of its subsidiary as on date. All the products, services, different segments, including performance and business environment thereof have been covered in detail in the Management Discussion and Analysis Report separately which is the part of this Board Report.

1. FINANCIAL STATEMENT

Particulars Amount (in Rupees)
31.03.2019 31.03.2018
Revenue from Operations 4,59,19,509 6,19,37,901
Other Income 1,00,48,497 1,18,82,654
Total Income 5,59,68,006 7,38,20,555
Total Expenditure (inclusive of interest & Depreciation) 5,76,78,144 6,56,83,055
Profit (loss) before Tax (17,10,138) 81,37,499
Provision for Tax (Asset) - -
Deferred Tax (Asset) (93,515) (2,32,441)
Net Profit (loss) (16,16,623) 79,68,745
Paid up Equity Capital 5,09,22,000 5,09,22,000
Reserves 2,54,29,527 2,70,46,150

2. DIVIDEND

The Directors do not recommend any dividend for the year.

3. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2019, the Company has only one Subsidiary Company i.e. M/s NDA Commodity Brokers Private Limited.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a statement containing salient features of Financial Statements of the Subsidiary in the prescribed format AOC-1, pursuant to Section 129 (3) of the Companies Act, 2013, is annexed as "Annexure-1" to this Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiary are available on our website i.e. www.ndaindia.com.

4. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves.

5. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2018-19.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They had 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 ended 31st March, 2019 and of the profit/loss of the company for the same period;

c) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) They had prepared the annual accounts on a going concern basis;

e) They had laid down internal financial controls in the company that are adequate and were operating effectively.

f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. AUDIT OBSERVATIONS

Auditors observations are suitably explained in notes to the Accounts and are self-explanatory.

7. AUDITORS OF THE COMPANY

i) Statutory Auditors:

The Members of the Company had at their 25th Annual General Meeting held on 27th September, 2017, approved the appointment of M/s. Satya Prakash Garg & Co., Chartered Accountants ( Firm Registration No.- 017544N) as the Statutory Auditors of the Company to hold office for a term of five years commencing from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting.

M/s. Satya Prakash Garg & Co., Chartered Accountants, have provided their consent and confirmed that they meet the eligibility criteria prescribed under Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified to act as Statutory Auditors of the Company.

ii) Secretarial Audit :

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Ms. Mona Bansal, Practising Company Secretary, as Secretarial Auditor of the Company for the FY 2018-19.

The Secretarial Audit Report for the Financial Year ended March 31, 2019 is given in this Report as Annexure- A

iii) Internal Auditor :

The company has appointed M/s Ashutosh Gupta & Co., Chartered Accountants, as Internal Auditor of the Company.

8. WEB ADDRESS OF ANNUAL RETURN

As per the Companies ( Amendment) Act, 2017 dated 3rd January, 2018 read with notification dated 9th February, 2018 a copy of Annual Return is available on the website of the Company i.e. www.ndaindia.com under "investor relation" Section.

9. NUMBER OF BOARD MEETINGS

There were four meetings of the Board of Directors held during the financial year 2018-19. Details of each meeting of the Board of Directors have been provided under Corporate Governance Report which forms part of Annual Report.

10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

Presently the Company have three Independent Directors namely Mr. Uma Shanker Gupta, Mr. Lalit Kumar Gupta*and Mr. Ram Kishan Sanghi, who have given their declarations that they meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

*Mr. Lalit Kumar Gupta has resigned from the post of Directorship of the Company on 13.08.2019.

11. BOARD EVALUATION

In line with the requirement of Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 23rdMarch, 2019, wherein the performance of the non- independent directors was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee evaluated the effectiveness of its functioning and that of the Committees.

The aspects covered in the evaluation included the contribution to and monitoring of Corporate Governance practices, participation in the long- term strategic planning and fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

12. DIRECTORS &KEY MANAGERIAL PERSONNEL

Following officials are the Key Managerial Personnel (‘KMP) of the Company:-

• Mr. Sanjay Agarwal - Managing Director
• Mrs. Deepti Agarwal - Whole Time Director
• Mr. Arun Kumar Mistry - Chief Financial Officer
• Ms. Vanshika Rastogi - Company Secretary

Retirement by Rotation

Mr. Sanjay Agarwal(DIN:00010639)will retire from the office by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Resignation of Independent Director

Mr. Lalit Kumar Gupta, Independent Director of the Company has resigned from the Company on 13.08.2019 from the post of directorship. The Company has already taken prior permission from the required Stock Exchanges i.e. BSE Ltd and National Stock Exchange Limited.

Re-appointment of Director

Mr. Uma Shanker Gupta (DIN: 00008823) and Mr. Ram Kishan Sanghi (DIN: 00350516) were appointed as an Independent Director of the Company to hold office for a term of five (5) consecutive years. The Nomination and Remuneration Committee and Board of Directors at their respective Meetings held on 13thAugust, 2019, have recommended for the re-appointment/extension of term of Mr. Uma Shanker Guptaand Mr. Ram Kishan Sanghi as an Independent Directors of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from conclusion of this AGM to 31st March, 2024, subject to approval of Members of the Company at the ensuing Annual general Meeting. The brief resume and other information/details of Directors recommended for appointment/ re-appointment, as required under Regulation 36(3) of the Listing Regulations, and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in Annexure to the Notice of the ensuing Annual General Meeting.

13. FIXED DEPOSITS

Your 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.

14. CHANGE IN SHARE CAPITAL

There is no change in share capital of the Company during the financial year 2018-19.

15. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during the financial year 2018-19.

16. MANAGEMENTS DISCUSSION AND ANALYSIS

A comprehensive Managements Discussion and Analysis Report, which is enclosed, forming a part of the Board Report.

17. CORPORATE GOVERNANCE

Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis, Corporate Governance Report, Auditors Certificate regarding compliance with conditions of Corporate Governance are made a part of this Annual Report.

In compliance with the above regulation the Managing Directors declaration confirming compliance with the Code of Conduct has been made part of this report.

18. RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, there are no transactions which are required to be reported under Section 188 of the Act in Form AOC-2.

All related Party Transactions as required under AS-18 are reported in Notes to Accounts of the Financial Statements of the Company.

19. AUDIT COMMITTEE

The Audit Committee of the Company comprises 3 Independent Directors of the Company. These are Mr. Uma Shanker Gupta, Mr. Lalit Kumar Gupta and Mr. Ram Kishan Sanghi.

Mr. Lalit Kumar Gupta is the Chairman of the Committee.

All recommendations made by the Audit Committee were accepted by the Board during the FY- 2018-19.

*Mr. Lalit Kumar Gupta has resigned from the post of Directorship of the Company on 13.08.2019.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

21. PREVENTION OF INSIDER TRADING

The Board has adopted a code for the Prevention of Insider Trading in the securities of the Company. The Code inter alia requires pre- clearance from Designated Persons for dealing in the securities of the Company as per the criteria specified therein and prohibits the purchase or sale of securities of the Company by Designated Personswhile in possession of Unpublished Price Sensitive Information in relation to the Company besides during the period when the trading window is closed.

The aforesaid Code is available at the website of the Company www.ndaindia.com.

22. VIGIL MECHANISM

The Company has devised a vigil mechanism for Directors and employees through the adoption of Whistle Blower Policy, details whereof on our website i.e. www.ndaindia.com.

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

The Company is in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2018-19:

• No. of complaints received- NIL

• No. of complaints disposed of: NIL

24. REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulation 19(4) & Schedule II Part D (A) of SEBI (Listing Obligations and Disclosure Requirements), 2015.

25. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975.

The Ratio of Remuneration of Each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2018-2019 is annexed at Annexure-B.

26. 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.

27. ANNUAL LISTING FEE

The Company has paid the Annual listing fees for the financial year 2018-19 to BSE LTD.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO

During the period under review there was no energy conservation, technology absorption and foreign exchange earnings and outgo.

29. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by Regulators or courts or tribunals impacting the going concern status and the future operations of the Company.

30. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the Risk Assessment and minimisation procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Boards view there are no material risks, which may threaten the existence of the Company.

31. REPORTING OF FRAUDS

The auditors of the Company have not reported any fraud as specified under the 2nd proviso to Section 143 (12) of the Companies Act, 2013.

32. APPRECIATION

Your Directors wish to place on records their sincere appreciation to all the Employees of the Company for their untiring efforts, efficient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Companys Customers, Vendors and Institutions. Your Directors also wishes to express deep sense of gratitude to the all our Bankers, Central and State Governments and their departments and to the local authorities for the continued support.

Your Directors register sincere appreciations to the Shareholders of the Company for keeping faith and confidence reposed in us.

By Order of the Board of Directors
Place : New Delhi Sd/- Sd/-
Date : 13.08.2019 Sanjay Agarwal Deepti Agarwal
Managing Director Whole Time Director
DIN: 00010639 DIN: 00049250
Farm No.- 4, Dera Greens Opp. Dera Senior Secondary 157, Block - E, Kalkaji,
School, Mehrauli, Dera Hauz Khas, South Delhi-110074 New Delhi-110019