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5Paisa Capital Ltd.

BSE: 540776 Sector: Financials
NSE: 5PAISA ISIN Code: INE618L01018
BSE 00:00 | 24 Apr 5Paisa Capital Ltd
NSE 05:30 | 01 Jan 5Paisa Capital Ltd
OPEN 147.00
PREVIOUS CLOSE 150.00
VOLUME 667
52-Week high 270.95
52-Week low 93.05
P/E
Mkt Cap.(Rs cr) 370
Buy Price 141.00
Buy Qty 1.00
Sell Price 159.50
Sell Qty 21.00
OPEN 147.00
CLOSE 150.00
VOLUME 667
52-Week high 270.95
52-Week low 93.05
P/E
Mkt Cap.(Rs cr) 370
Buy Price 141.00
Buy Qty 1.00
Sell Price 159.50
Sell Qty 21.00

5Paisa Capital Ltd. (5PAISA) - Director Report


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Company director report

Dear Shareholders

Your Directors present the Twelfth Annual Report of 5paisa Capital Limited (‘yourCompany') together with the Audited Financial Statements for the financial year endedMarch 31 2019.

1. FINANCIAL RESULTS

A summary of the consolidated and Standalone financial performance of your Company forthe financial year ended March 31 2019 is as under: ( Rs in Millions)

Particulars

Consolidated Financial Results

Standalone Financial Results

2018-2019 2017-2018 2018-2019 2017-2018
Gross total income 627.57 196.52 626.40 196.52
Profit/(Loss) before interest depreciation and taxation (142.47) (317.48) (142.14 ) (317.48)
Interest and financial charges 68.27 7.95 68.27 7.95
Depreciation 14.43 6.67 14.43 6.67
Profit/(Loss) before tax (225.17) (332.10) (224.84 ) (332.10)
Taxation - Current Nil Nil NIL Nil
- Deferred (59.14) (79.12) (59.14) (79.12)
- Short or excess provision for income tax Nil Nil NIL Nil
Net profit/ (Loss) for the year (166.02) (252.99) (165.70) (252.99)
Less: Appropriations Nil Nil Nil Nil
Add: Balance brought forward from the previous year (369.07) (116.08) (369.07) (116.08)
Balance to be carried forward (535.09) (369.07) (534.77) (369.07)

* Previous periods figures have been regrouped / rearranged wherever necessary

The Statement containing extract of subsidiaries financial statement are provided onthe website of the Company at https:// www.5paisa .com/investor-relations

2. REVIEW OF BUSINESS AND OPERATIONS AND STATE OF YOUR COMPANY'S AFFAIRS

At 5paisa.com we have built a sustainable foundation to accelerate our growth. Ourcustomer-centric products; transparency in operations; relentless focus on customerconvenience; and investment in technology has helped us build a family of 2 lakh+ happycustomers in just two full years of our operations.

Your Company performed well during FY 2019 by leveraging on the market opportunitiesbought by the growing trend of financialisation of savings and delivering quality serviceto attract new customers. With an unwavering resolve to provide best-in-class investmentplatform at the lowest cost we delivered strong growth across parameters over theprevious year.

Our customer base grew 6x in the last fiscal and our broking revenues recorded 310.87 %growth and continues to be on rise. During the year the total income of your Company wasup from Rs 196.52 million to Rs 626.40 million. Your Company reported an average annualdaily turnover of Rs 14025 crore and its market share further improved.

During the year we focused on harnessing technology to fortify our business processesensure deeper market coverage and deliver a superior customer experience. As a resultyour Company emerged as a strong player in the discount broking space offering superiorproducts and services. Your Company also climbed to the No. 2 position in the discountbroking segment surpassing several established players.

Our growth was also fuelled by the growing penetration of internet and smartphone inour country. Positive demographics have helped bring millions to explore digitalinvestment services in financial space. Your Company successfully capitalized on theopportunity by offering an integrated investment platform. Today your Company's mobileapplication/web platform can help an individual trade across equity F&O commoditycurrency; invest in mutual fund and insurance; or avail algorithm based robo advisoryservices.

Looking forward there is an enormous opportunity for growth as capital marketparticipation still remains abysmally low in India when compared to the other developednations. Owing to the huge growth prospects your Company envisages a robust growth in itscustomer base in the years to come. Moreover by offering seamless trading at the lowestcost we are confident of widening reach across the country. Our robust internalrisk-management systems and processes supported by technology will also fuel our growthjourney.

3. MACRO_ECONOMIC OVERVIEW

Fears about next recession became evident during the year as both developed andemerging market economies underperformed compared to the last year. A long-runningUS-China trade war liquidity tightening in US rising crude oil prices political issuesin Euro zone and Brexit uncertainty led to deterioration of global trade. Factory activityin US and Europe contracted in the last quarter while industrial output growth fell to17-year low in China. In its latest world economic outlook edition of October 2018 globalgrowth is estimated at 3.7%. In January 2019 IMF downgraded world GDP growth at 3.5% in2019 and 3.6% in 2020 below October 2018's projections.

India was the fastest growing economy in the world in FY19 and will remain in FY20 too.India's real gross domestic product (GDP) growth is projected at 7% for FY19. Capacityutilization has picked up in last couple of quarters of FY19 along with increase in realgross fixed capital formation (GFCF). This is positive for PAT growth for companies in thenext year. Cement production increased from 5.6% YoY in FY18 to 13% YoY up to February2019 owing to increase in construction activity. Price levels remained in line withinRBI's target and headline inflation was largely at the same levels as in last year. Butfood prices experienced deflation in the second half of the year.

Key macroeconomic risks hovering Indian economy were global slowdown increase incommodity prices fiscal slippage and monetary over-stimulus. Domestic activitydecelerated due to slowdown in consumption. Manufacturing growth has slowed down (from16.7% YoY in Q1FY19 to 11% YoY in Q3FY19) while there has been deceleration inagricultural output (from 6.8% YoY in Q1FY19 to 2% YoY in Q3FY19). Services sector growthhas remained stagnant ~13% throughout FY19. High frequency indicators signalleddeceleration in many activities. Air traffic has slowed down sharply (from 24.1% 3mma YoYin March 2018 to 9.2% 3mma YoY in February 2019) while passenger vehicle sales decelerated(from 7.9% YoY growth in FY18 to 2.7% YoY in FY19). Rising commodity prices especially ofcrude could widen current account deficit. Fiscal stimulus in election year couldpossibly breach the fiscal deficit target of 3.4% in FY19. The uncertainty around electionoutcomes could make investors jittery in the short run.

4. INDUSTRY OVERVIEW

Average daily cash trading volumes went up ~4% YoY to

` 351 billion/day in FY19 from Rs 338 billion /day in FY18. Also the share ofinstitutions (FII + DII) edged up to 33.2% in FY19 from 31.9% in the previous year. Bondmarkets saw a volatile year due multiple factors. Some of them are i) potential fiscalslippage due to revenue shortfall ii) risks from rising crude oil prices can increaseimport bill iii) a declining currency and iv) liquidity crunch.

5. PROPOSED RIGHTS ISSUE

The Board at its Meeting held on July 17 2018 and September 12 2018 approved theproposal of issue of equity shares by way of a Rights Issue ("Issue") to theexisting shareholders of the Company in the ratio of 1 equity share of Rs 10 each forevery 1 equity share of Rs 10 each held in the Company at a premium of Rs 70 per sharei.e. issue price of Rs 80 each aggregating to Rs 101.91 Cr. in accordance with the SEBI(Issue of Capital and Disclosure Requirements) Regulations 2009 as amended. The Companyhas filed the Draft Letter of Offer with SEBI NSE and BSE on September 17 2018. TheCompany has received the in-principle approval from NSE BSE and is awaiting theobservation letter from SEBI. The record date for determining the entitlement will beannounced in due course subject to receipt of relevant approvals from regulatoryauthorities as may be required.

6. AWARDS AND RECOGNITIONS:

During the year under review your Company received numerous awards and accolades whichwere conferred by reputable organizations and is designed to honour the efforts made bythe companies and the details of the same is given herein below:

Recognized as Premier Depository Participant in Gold category by CDSL.

Emerging brand excellence in the BFSI Sector by ABP.

Marketing Excellence in brand award banking

financial service and insurance sector by Global marketing excellence Awards.

Best Overall Mobile App by Mobbys Awards at World marketing Congress.

Best use of Social Media in Marketing by Mobbys

Awards at World marketing Congress.

Best Mobile Marketing Campaign by Mobbys Awards at World marketing Congress.

Best use of Mobile Technology in Financial services by

ET Now.

Fintech Leader of the year (Mr. Prakarsh Gagdani

CEO) by ET Now.

7. DIVIDEND

In view of accumulated losses your Directors have not recommended any dividend onEquity Shares for the year under review.

8. SHARE CAPITAL

The paid up equity share capital of the company as on March 31 2019 was Rs127390220/- (12739022 equity shares of Rs 10/- each).

9. EMPLOYEES STOCK OPTION SCHEMES _ESOS_

The Company has in force the following Schemes which are prepared as per the provisionsof SEBI (Share Based Employee Benefits) Regulations 2014:

1) 5paisa Capital Limited Employee Stock Option Scheme 2017 ("5PCL ESOS2017")

2) 5paisa Capital Limited Employee Stock Option Trust Scheme 2017 ("5PCL ESOTS2017")

During the financial year no options were approved for grant under 5PCL ESOS 2017 and5PCL ESOTS 2017. During the year 20000 options under 5PCL ESOS 2017 lapsed and the samehave been added back to the pool which are available for further grant.

There is no material change in Employees' Stock Option Scheme during the year underreview and the Scheme is in line with the SEBI (Share Based Employee Benefits)Regulations 2014 ("SBEB Regulations"). The Company has received a certificatefrom the Auditors of the Company that the Scheme has been implemented in accordance withthe SBEB Regulations and the resolution passed by the members. The disclosures relating toESOPs required to be made under the provisions of the Companies Act 2013 and the rulesmade thereunder and the SEBI (Share Based Employee Benefits) Regulations 2014 areprovided on the website at https://www.5paisa.com/investor-relations and the same isavailable for inspection by the members at the Registered Office of the Company. If anymember is interested in obtaining a copy thereof such member may write to the CompanySecretary whereupon a copy would be sent.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Loans Guarantees and Investments covered under the provisions of the Section 186 ofthe Companies Act 2013 forms part of the notes to the financial statements provided inthis Annual Report.

11. SUBSIDIARIES

5paisa P2P Limited

During the year under review the Company has received the in-principle approval fromRBI for registration as NBFC Peer-to-Peer Lending Platform (NBFC-P2P) from Reserve Bank ofIndia (RBI). In terms of the said approval 5paisa P2P Limited is required to set up thesystems and processes and to comply with the other terms and conditions within a period of12 months for obtaining final approval from RBI and commencement of NBFC- P2P activities.The Company is in process of setting up necessary system and process. On receipt ofregistration from RBI 5paisa P2P Limited will commence the operations.

5paisa Insurance Brokers Limited

During the year under review the Company incorporated a wholly owned subsidiarynamely 5paisa Insurance Brokers Limited on October 27 2018. The Company is in process ofmaking an application for registration as Insurance Brokers with Insurance Regulatory andDevelopment Authority. On receipt of the approval 5paisa Insurance Brokers Limited willcommence the activities.

12. CONSOLIDATED FINANCIAL STATEMENTS

As per the provisions of section 134 and 136 of the Companies Act 2013 read withapplicable Rules Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and applicable Accounting Standards the Board of Directors had at theirmeeting held on April 16 2019 approved the consolidated financials of the Company alongwith the Standalone financial statements. Copies of the Balance Sheet Statement of Profitand Loss Report of the Board of Directors and Report of the Auditors of the subsidiarycompany are not attached to the accounts of the Company for the financial year 2018-19.The Company will make these documents/details available upon request by any member of theCompany. These documents/details will also be available for inspection by any member ofthe Company at its registered office and at the registered offices of the concernedsubsidiary during the business hours on working days i.e. except on Saturdays Sundays andPublic Holidays. If any member is interested in obtaining a copy thereof such member maywrite to the Company Secretary whereupon a copy would be sent. The Annual Report ofsubsidiaries is uploaded on the website of the Company athttps://www.5paisa.com/investor-relations . As required by Companies Act 2013 andAccounting Standard - 21 (AS 21) issued by the Institute of Chartered Accountants ofIndia the Company's consolidated financial statements included in this Annual Reportincorporate the accounts of its subsidiaries. A report on the performance and financialposition of the subsidiaries is provided in the prescribed form AOC-1 as "AnnexureI" which forms part of this Report.

The policy on determining the material subsidiary is available on the website of theCompany at https:// www.5paisa.com/investor-relations .

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Directors:

The Board comprises of Mr. Prakarsh Gagdani (DIN: 07376258) and Mr. Santosh Jayaram(DIN: 07955607) as the Whole Time Directors Dr. Archana Niranjan Hingorani (DIN:00028037) and Ms. Nirali Sanghi (DIN: 00319389) as the Non Executive Independent Directorsof the Company and Mr. Sarbeswar Lenka (DIN: 07306325) as the Non - Executive Non -Independent Director of the Company.

Appointment

Mr. Sarbeswar Lenka was appointed as Additional Director designated as Non - ExecutiveDirector. The Company has received notices under Section 160 of the Act from a Memberproposing the appointment of Mr. Sarbeswar Lenka as the Non - Executive Director of theCompany. Approval of members by ordinary resolution for appointing Mr. Sarbeswar Lenka asNon - Executive Director has been sought in the Notice convening the Annual GeneralMeeting of the Company. (Please refer to item No. 3 of the Notice)

Con_rmation

I. Mr. Santosh Jayaram was confirmed as the Whole Time Director by the Shareholders ofthe Company in the 11th Annual General Meeting held on July 17 2018 for a period of threeyears w.e.f. January 11 2018.

II. Ms. Nirali Sanghi was appointed as the Independent director by the Shareholders ofthe Company in the 11th Annual General Meeting held on July 17 2018 for a period of Fiveyears w.e.f. January 11 2018.

III. Mr. Prakarsh Gagdani was reappointed as the Whole Time Director by theShareholders of the Company in the 11th Annual General Meeting held on July 17 2018 for aperiod of three years w.e.f. December 22 2018.

Declaration by Independent Directors

The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. The Company has received declarations from all the Independent Directors ofthe Company confirming that they meet with the criteria of independence as prescribedunder sub-section (6) of Section 149 of the Companies Act 2013 as well as under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") and there has been no change in the circumstances or situation whichexist or may be reasonably anticipated that could impair or impact the ability ofIndependent Directors to discharge their duties with an objective independent judgment andwithout any external influence.

The above declarations/confirmations were placed before the Board and duly noted.

Retirement by Rotation

In accordance with Section 152 of the Companies Act 2013 ("Act") read withArticle 157 of the Articles of Association of the Company Mr. Santosh Jayaram is liableto retire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for reappointment. The Board recommends the same for shareholders' approval. b.Key Managerial Personnel:

As on March 31 2019 Mr. Prakarsh Gagdani - Whole Time Director & Chief ExecutiveDirector Mr. Santosh

Jayaram - Whole Time Director Mr. Roshan Dave

Company Secretary & Compliance Officer and Mr. Gourav Munjal - Chief FinancialOfficer are the Key Managerial Personnel as per the provisions of the Companies Act 2013and rules made thereunder.

During the year under review Mr. Mahesh Shetty was appointed as a Chief Financialofficer in place of Ms. Ankita Lakhotia w.e.f. July 18 2018. Mr. Mahesh Shetty - ChiefFinancial officer resigned w.e.f. January 16 2019 and in his place Mr. Gourav Munjal wasappointed as the Chief Financial Officer of the Company w.e.f. January 16 2019. Thesechanges in the Key Managerial Personnel were due to internal re-structuring.

The Remuneration and other details of the Key Managerial Person 2019 are mentioned inthe Extract to the Annual Return in Form MGT-9 which is attached as "AnnexureII" and forms a part of this report of the Directors.

15. MEETING OF DIRECTORS & COMMITTEE/BOARD EFFECTIVENESS

• Meetings of the Board of Directors

The Board met Five (5) times during the year to discuss and approve various mattersincluding financials rights Issue review of audit reports and other board businesses.For further details please refer to the report on Corporate Governance.

• Committees of the Board

In accordance with the applicable provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board constitutedthe following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Audit Committee:

During the year the Audit Committee met Five (5) times in compliance with theprovisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and Companies Act 2013 during the year under review the Company has re-constituted theAudit Committee and details thereof have been provided in Corporate Governance Report. Atpresent the Committee comprises of Dr. Archana Niranjan Hingorani as the ChairmanMs. Nirali Sanghi and Mr. Sarbeswar Lenka as the Members of the Audit Committee.

The role terms of reference and powers of the Audit Committee are in conformity withthe requirements of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Committee met during the year under review anddiscussed on various matters including Rights Issue financials and audit reports. Duringthe period under review the Board of Directors of the Company accepted all therecommendations of the Audit Committee.

The terms of reference of Audit Committee and details of Committee meeting are providedin the Corporate Governance Report.

Nomination and Remuneration Committee

During the year the Nomination and Remuneration Committee met Four (4) times.

The Company re-constituted the Nomination and Remuneration Committee and detailsthereof have been provided in Corporate Governance Report. At present the Committeecomprises of Ms. Nirali Sanghi as the Chairman and Dr. Archana Niranjan Hingorani and Mr.Sarbeswar Lenka as members of the Committee.

The role terms of reference and powers of the Nomination and Remuneration Committeeare in conformity with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the same has been providedin the Corporate Governance Report.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination and Remuneration policy in compliance with the aforesaid provisionsfor selection and appointment of Directors KMP senior management personnel of thecompany. The said policy is stated in the Corporate Governance Report of the Company andalso it is available on the website at https:// www.5paisa.com/investor-relations. Thedetails of Committee meeting are provided in the Corporate Governance Report.

Stakeholders Relationship Committee

During the year the Stakeholders Relationship Committee met One (1) time in compliancewith the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Companies Act 2013. The Committee comprises of Ms. Nirali Sanghi as theChairman Dr. Archana Niranjan Hingorani and Mr. Prakarsh Gagdani as the members of theCommittee.

The role terms of reference of the Stakeholders Relationship Committee are inconformity with the requirements of the Companies Act 2013 and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the same has beenprovided in the Corporate Governance Report.

During the year under review the Company has received six (6) complaints on the scoresportal and the same has been resolved. The details of the Meeting are given in theCorporate Governance Report.

• Board effectiveness

Familiarisation Program for the Independent

Directors

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarisation Programmefor Independent Directors to familiarise them with the working of the Company theirroles rights and responsibilities vis--vis the Company the industry in which theCompany operates business model etc. Details of the Familiarisation Programme areexplained in the Corporate Governance Report and are also available on the Company'swebsite at https://www.5paisa.com.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and SEBI Circular noSEBI/CFD/CMD/CIR/P/2017/004 dated January 05 2017 the Board of Directors has carried outan annual performance evaluation of its own performance its Committees the Directorsindividually including Independent Directors based out of the criteria and frameworkadopted by the Board. The Board approved the evaluation results as collated by Nominationand Remuneration Committee ("NRC"). The evaluation process manner andperformance criteria for independent directors in which the evaluation has been carriedout by is explained in the Corporate Governance Report.

The Board considered and discussed the inputs received from the Directors. Also theIndependent Directors at their meeting held on March 18 2019 reviewed the following:Performance of Non-Independent Directors and the Board as a whole.

Performance of the Chairperson of the Company.

Assessed the quality quantity and timeliness of flow of information betweenthe Company's management and the Board which is necessary for the Board to effectivelyand reasonably perform their duties.

The Independent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.

The evaluation process endorsed the Board Members' confidence in the ethical standardsof the Company the cohesiveness that exists amongst the Board Members the two-way candidcommunication between the Board and the Management and the openness of the Management insharing strategic information to enable Board Members to discharge their responsibilities.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had 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 of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f ) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal controls with reference to financialstatements and operations and the same are operating effectively. The Internal Auditorstested the design and effectiveness of the key controls and no material weaknesses wereobserved in their examination. Further Statutory Auditors verified the systems andprocesses and confirmed that the Internal Financial Controls system over financialreporting are adequate and such controls are operating effectively.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a policy for Related Party Transactions (RPT Policy)which has been approved by the Board of Directors. The policy provides for identificationof RPTs necessary approvals by the Audit Committee/Board/ Shareholders reporting anddisclosure requirements in compliance with Companies Act 2013 and provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

All transactions with Related Parties are placed before the Audit Committee as also theBoard for approval. Prior omnibus approval of the Audit Committee and the Board isobtained for the transactions which are foreseeable and of a repetitive nature. Thetransactions entered into pursuant to the approvals so granted are subjected to audit anda statement giving details of all related party transactions is placed before the AuditCommittee and the Board of Directors on a quarterly basis. The statement is supported by acertificate from Independent Chartered Accountant. All contracts executed by the Companyduring the financial year with related parties were on arm's length basis and in theordinary course of business. All such Related Party Transactions were placed before theAudit Committee/ Board for approval wherever applicable.

During the year the Company has entered into any contract / arrangement / transactionwith related parties which considered as material in accordance with Regulation 23 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the same wasalso approved by the shareholders in the annual general meeting held on July 17 2018. Thepolicy for determining ‘material' subsidiaries and the policy on materiality ofRelated Party Transactions and dealing with Related Party Transactions as approved by theBoard may be accessed on the Company's website athttps://www.5paisa.com/investor-relations . You may refer to Note no. 27 to the financialstatement which contains related party disclosures.

The Company had not entered into any contracts or arrangements or transactions undersub-section (1) of section 188 of the Act. Hence Form AOC-2 disclosure is not required tobe provided.

None of the Directors and the Key Managerial Personnel has any pecuniary relationshipsor transactions vis--vis the Company.

19. ANNUAL RETURN

The details forming part of the extract of the Annual Return of the Company in form MGT9 is annexed herewith as "Annexure - II". The extract of Annual Return ofthe Company has been placed and can be accessed at website athttps://www.5paisa.com/investor-relations .

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this annual report.

21. SECRETARIAL AUDIT

The Board had appointed M/s. Nilesh Shah & Associates Company Secretary inpractice to conduct Secretarial Audit of the Company for the financial year 2018-19. TheAuditor had conducted the audit and their report thereon was placed before the Board. TheAuditor in their report stated that Company has appointed one Non-Executive Directorw.e.f. July 18 2018. The said noting is self-explanatory. The report of the SecretarialAuditor is annexed herewith as "Annexure - III".

22. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The additional information on energy conservation technology absorption and foreignexchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is appended as "Annexure–IV" to and forms part of this Report.

23. RISK MANAGEMENT

Your directors on a regular basis (a) oversee and approve the Company's enterprisewide risk management framework; and (b) oversee that all the risks that the organisationfaces such as strategic financial credit market liquidity security property ITlegal regulatory reputational and other risks have been identified and assessed andthere is an adequate risk management infrastructure in place capable of addressing thoserisks. Your company has in place various policies and procedures covering the businessoperations employees finance & accounting customer services which are approved bythe Board.

Your Company has in place specialised internal audits on Broking and DepositoryParticipant business as per the SEBI / Exchanges/ Depositories norms. The findings onAudit

Reports are reviewed by the Audit Committee / Board at their periodical meetings andthe reports are submitted to the Exchanges /Depositories.

Your company's management monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives.

The Company's management systems organisational structures processes standards andcode of conduct together form the risk management governance system of the Company andmanagement of associated risks.

24. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy and has established the necessary vigil mechanism for Directors Employees andStakeholders to report genuine concerns about unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The Company hasdisclosed the policy at the website at https://www.5paisa.com/investor-relations.

During the financial year 2018-19 no cases under this mechanism were reported to theCompany and/or to any of its subsidiaries.

25. PREVENTION OF SEXUAL HARASSMENT

Your Company recognises its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination. In Compliance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 the Company has put in place a Policy on prevention of Sexual Harassment of Women atworkplace. The company has complied with provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Your Directors further state that the during the fiscal year 2018-19 there were nocomplaints pending pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. The following is reported pursuant to Section 22 ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013:

a) Number of complaints received in the year : Nil

b) Number of complaints disposed off during the year : Nil c) Number of cases pendingmore than ninety days: Nil

d) Number of workshops or awareness programme against sexual harassment carried out:

The Company has conducted an online training for creating awareness against the sexualharassment against the women at work place.

e) Nature of action taken by the employer or district officer: Not Applicable.

26. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in " Annexure – V".

Further a statement showing the names and other particulars of employees drawingremuneration in excess of the limits as set out in the Rules 5(2) and 5(3) of theaforesaid Rules forms part of this report. However in terms of first proviso to Section136(1) of the Act the Annual Report and Accounts are being sent to the members and othersentitled thereto excluding the aforesaid information. The said information is availablefor inspection by any member of the Company at its registered office and at the registeredoffices of the subsidiary during the business hours on working days except on SaturdaysSundays and Public Holidays. If any member is interested in obtaining a copy thereof suchmember may write to the Company Secretary whereupon a copy would be sent.

27. STATUTORY AUDITORS AND AUDITORS REPORT

M/s. V Sankar Aiyar & Co Chartered Accountants Mumbai (Firm Registration Number:109208W) were appointed as Statutory Auditor of the Company at the 10th Annual GeneralMeeting held on July 19 2017 to hold office from the conclusion of the said Meeting tillthe conclusion of the 15th Annual General Meeting to be held in the year 2022 subject toratification of their appointment by the Members at every intervening Annual GeneralMeeting held thereafter. However the requirement of seeking ratification of the membersfor continuance of their appointment has been withdrawn consequent upon the changes madein the provisions of the Companies Act 2013 by the Companies (Amendment) Act 2017 witheffect from May 07 2018. Hence the resolution seeking ratification of the members fortheir appointment is not being placed at the ensuing Annual General Meeting.

The notes on the financial statement referred in the Auditor's Report are selfexplanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation adverse remark or disclaimer.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

30. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Report. The requisite certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is attached to the report on Corporate Governance.

31. GENERAL

Your Directors state that during the financial year 2018-19:

1. The Company did not accept/renew any deposits within the meaning of Section 73 ofthe Companies Act 2013 and the rules made there under and as such no amount of principalor interest was outstanding as on the balance-sheet date.

2. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

3. The Company has not issued any sweat equity shares during the year.

4. There are no significant and material orders passed against the Company by theRegulators or Courts or Tribunals which would impact the going concern status of theCompany and its future operations.

32. APPRECIATION

Your Directors place on record their sincere appreciation for the assistance andguidance provided by the Government Regulators Stock Exchanges Depositories otherstatutory bodies and Company's Bankers for the assistance cooperation and encouragementextended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. Our employees are instrumental in the Companyto scale new heights year after year. Their commitment and contribution is deeplyacknowledged. Your involvement as shareholders is also greatly valued. Your Directors lookforward to your continuing support.

For and on behalf of the Board

Prakarsh Gagdani Santosh Jayaram
Whole Time Director & CEO Whole Time Director
(DIN: 07376258) (DIN: 07955607)
Place: Mumbai
Date: April 16 2019