Share Wealth

To the Members,

EAST INDIA SECURITIES LIMITED

The Board of Directors present the Twenty Third Annual Report together with the Audited Financial Statements of East India Securities Limited (“Company”) for the year ended 31st March 2018.

1. FINANCIAL RESULTS

The key financial parameters of the Company’s performance during the year under review are given in the table below:-

(Amount in Rs.)

2. STATE OF COMPANY’S AFFAIRS

The revenue from operations for FY 2017-18 at Rs. 44.86 Crores increased by 20% over the previous year where as total income witnessed 39 percent growth from Rs 44.50 crore to Rs 61.97 Crore. During the year, your company has earned Rs 17.11 crore from sale of investment. In the year under review, despite adverse market scenario, your company has managed excellent growth and the Directors are hopeful that the company will do better in current year. Profit before tax at Rs. 50.97 Crores reflected a robust growth of 49 % over previous year; though higher income on sale of investments contributed 29% of this, the higher growth was also due to higher core revenue, improved operating performance and good cost management. We had a smooth transition into the GST era with the rates on most of our services being in line with the erstwhile regime and softwares have been restructured wherever necessary to make it efficient and compliant to the GST requirements.

3. DIVIDEND

The Directors of the Company do not recommend dividend for the Financial Year ended 31st March 2018. If one takes a view on total returns on shareholder funds, dividend is not tax-efficient as it entails dividend distribution tax under the current laws.

4. SHARE CAPITAL

During the year under review your company entered into the capital markets with a public issue through Offer for Sale of 10,08,000 (Ten Lakh Eight Thousand only) Shares on BSE SME Platform. The issue received good response. The equity shares have been listed and traded on the SME Platform of BSE Ltd from 13th March, 2018. Subsequent to the IPO there is no change in the issued, subscribed and paid up capital of your company as it was offer for sale by promoters of the company.

The Authorized Share Capital of The company is Rs 5,00,00,000/- divided into 50,00,000/- Equity Shares of face value of Rs 10/- each. There is no change in the authorized share capital of the company during the year under review.

The Issued, Paid up & Subscribed Share Capital of The company is Rs 3,66,70,000/- divided into 36,67,000 Equity Shares of face value of Rs 10/- each. There is no change in the Issued, Paid up & Subscribed Share Capital of the company during the year under review.

The company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

A) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review

B) SWEAT EQUITY

The company has not issued any sweat equity during the year under review

C) BONUS SHARES

The company has not issued any bonus shares during the year under review

5. LISTING OF SHARES

The equity shares of Company are listed on the SME Platform of BSE Limited, 25th Floor, PJ. Towers, Dalal Street, Mumbai - 400 001 from 13th March, 2018.

6. DEMATERIALIZATION OF SHARES

During the period under review, the Company has entered into Tripartite Agreement with the depositories, on February 15, 2018 with National Securities Depository Limited and on February 20, 2018 with Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose, the company has appointed M/s Cameo Corporate Services Pvt Ltd as RTA. The company’s 100% Shares are dematerialized.

7. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and rules made there under.

8. TRANSFER TO RESERVES

The Company had proposed to transfer a sum of INR Thirty Crores to General reserves out of accumulated profit. The company’s total reserves stand at Rs 300.33 crores as on March 31, 2018 compared to Rs 257.43 crores last year, thus increasing by 16.7%.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiaries or joint ventures.

10. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

Thirteen meetings of the Board of Directors were held during the year and one meeting of each committee were held, which includes Audit committee, Nomination and Remuneration Committee, Stakeholders relationship Committee and Corporate Social Responsibility Committee.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

- CHANGES IN COMPOSITION OF BOARD OF DIRECTORS

* Adrish Ray has tendered his resignation on 4th May 2018

- CHANGES IN COMPOSITION OF COMMITTES ARE AS FOLLOWS AUDIT COMMITTEE

* Adrish Ray has tendered his resignation on 04th May 2018 NOMINATION AND REMUNERATION COMMITTEE

*Adrish Ray has tendered his resignation on 04th May 2018 SHAREHOLDER RELATIONSHIP COMMITTEE

* Adrish Ray has tendered his resignation on 4th May 2018

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

- KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel as per the provisions of section 203 of the Companies Act, 2013 appointed during the financial year are mentioned below:-

a) Mr. Sanjay Kumar Shroff- Managing Director w.e.f. 01st Feb 2018,

b) Mr. Tapas Kumar Maity - Whole-time Director w.e.f. 20th February, 2018,

c) Mr. Kunal Agarwal - Chief Financial Officer w.e.f. 20th February, 2018 and

d) Mr. Anupam Jain - Company Secretary & Compliance Officer w.e.f. 20th February, 2018.

- DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence, as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

None of the Directors of the company are disqualified from being appointed as Directors as specified in Section 164 of The Companies Act 2013.

- PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Particulars of the Director retiring by rotation and seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 23rd Annual General Meeting.

- BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committee and individual Directors. Assessment sheets for evaluation of performance of Board, its committees and individual directors were prepared based on various aspects, which among other parameters, included composition of the Board and its Committees, conducting of Board Meetings, effectiveness of its governance practices etc. Further the Independent Directors, at their meetings held during the year, reviewed the performance of the Board, the non Independent Directors and the Chairman.

- REMUNERATION POLICY

The company follows a policy on remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy was approved by the Nomination & Remuneration Committee of the Company in compliance to Section 178(1) of the Companies Act, 2013

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.

Except as disclosed elsewhere in the Report, no material changes and commitments which could affect the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 if any forms part of the notes to the financial statements provided in the Annual Report.

14. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically.

Your Company has laid down standards and processes which enable internal financial control across the Company and ensure that the same are adequate and are operating effectively.

15. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form no.MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2018 is annexed hereto as “Annexure A” and forms part of this report.

16. ADOPTION OF NEW ARTICLES OF ASSOCIATION

The company has adopted a new Articles of Association in view of the listing compliance.

17. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended 31st March, 2018 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large. Thus, disclosure in Form AOC-2 is not required.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal ) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There was no case of sexual harassment reported during the year.

19. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy

We have undertaken various initiatives for energy conservation at our premises as detailed below:-LED lights, and other energy conservation measures such as installation of energy efficient equipment, Variable Refrigerant Flow (VRF) technology in Air Conditioning System, Polarized refrigerant additive for improving compressor efficiency of Air Conditioning Systems, have been installed in our offices.

Rainwater harvesting is implemented at our corporate office.

We have made out of the way efforts to go electronic and reduce use of paper. In our transactions and interactions with our Bankers, Exchanges, Depositories, a large number of processes are being conducted electronically and thereby save energy. Our internal record keeping and communication between team members and various divisions has also tilted more towards electronic. We have reached out to our customers and other business partners and stake holders and received their collaboration in the ‘Go Green’ movement, encouraging online bill payment, online funds transfer and subscribing to e-statements to migrate customers to ‘paperless’ and ‘commute-free’ modes of conducting financial transactions.

B. Foreign Exchange Earnings and Outgo Earnings

20. RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

21. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Health and Innovation. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as “Annexure B”.

22. DIRECTORS’ RESPONSIBILITY STATEMENT

As per provision of section 134(5) and 134(3)( c) of the Companies Act, 2013(“the Act”) and based upon the representation of the Management, the Board of Directors of the Company confirms that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards had been followed and there have been no material departures from the same.

b) The Directors 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 31st March, 2018 and of the Profit of the Company for that Period;

c) The Directors 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) The directors had prepared the accounts for the financial year ended 31st March 2018 on a going concern basis;

e) The directors had laid down internal controls to be followed by the Company and that such internal controls are adequate and were operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

23. AUDITORS

At the Annual General Meeting held on 29th September, 2014, M/s Jain Sonu & Associate, Chartered Accountants, Kolkata (Firm Registration No. 324386E) were appointed as statutory auditors of the Company to hold office for a period of five (5) years, (subject to ratification of the appointment by the Members at every Annual General Meeting held after this Annual General Meeting of the Company). In terms of first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provision of Section 141 of the Companies Act, 2013. The members are requested to ratify the appointment of auditor. The Auditor’s reports do not contain any qualifications, reservations or adverse remarks. The auditors have also not reported any fraud under sub section (12) of Section 143

24. COST AUDIT REPORT

As per provision of section 148(1) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company is not required to appoint a cost auditor to audit the cost records of the company.

25. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed Mr. Hitesh Bhansali, Practising Company Secretary, Kolkata to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2018. The Secretarial Auditor confirms that the Company has complied with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Listing Regulations, applicable SEBI Regulations, Secretarial Standards and other laws applicable to the Company Pursuant to Regulation 40(9) of the Listing Regulations, certificates have been issued on a half-yearly basis, by a Company Secretary in practice, certifying due compliance of share transfer formalities by the Company.The Secretarial Audit Report is annexed herewith as Annexure- C”

A Chartered Accountant/company secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms that the total issued/ listed capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

26. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure D.

The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is provided in the Annexure forming part of the Report. In terms of the first proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining the same may write to the Company Secretary.

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

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provision of section 177(9) of the Companies Act, 2013 and rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 there under read with Regulation 22 of SEBI (Listing Obligations and Disclaimer Requirements) Regulations, 2015, the Company has established a vigil mechanism policy for its directors and employees to report their genuine concerns or grievances The vigil mechanism policy provides adequate safeguard against the Whistle blower’s disclosures that can be made to the Chairman of the Audit Committee. The Vigil Mechanism Policy is available on the website of the Company www.eisec.com.During the Financial year ended 31st March, 2018, the Company has not received any complaint under this scheme.

28. CORPORATE GOVERNANCE

The Corporate governance is not applicable to the company under Regulation 27 of SEBI (Listing Obligations and Disclaimer Requirements) Regulations, 2015.

29. CODE OF CONDUCT FOR DIRECTORS & SENIOR OFFICERS

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect has been signed by the Managing Director. A copy of the Code has been put on the Company’s website.

30. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosures which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advises on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company’s website.

31. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors wishes to place on record their sincere appreciation for the continued support and wise counsel which the Company has received from SEBI, Stock Exchanges, Depositories and other regulatory authorities and its Bankers, clients and business partners with special mention of the support received from its employees and institutional clients. The Directors are thankful to the esteemed shareholders for their support and confidence reposed on the company.

Your directors look forward to the future with confidence.

Wishing you a very happy festive season ahead.

For and on behalf of the Board

Place: Kolkata Sanjay Kumar Shroff Vivek Agarwal

Date: May 18, 2018 Managing Director Chairman