AFFLUENCE

Pursuant to the approval of the High Court of Andhra Pradesh at Hyderabad to the Scheme of Arrangement, the Derivatives Business of EC Commodity Limited (ECCL) merged with the Company with effect from the Appointed Date of April 1, 2013.

The Scheme has come into effect from May 11, 2014 and consequently, the Derivatives Business of ECCL merged with the Company with effect from May 11, 2014.

Accordingly, the financials of the Company for the financial year ended March 31, 2014 have been prepared taking into account the effect of the Demerger. Hence, the figures of the current year are not comparable to that of the previous year.Financial Performance

During the year under review, the Company earned revenue of Rs. 3,817.40 million as against Rs. 3,138.60 million during the previous year. The profit after tax stood at Rs. 419.38 million as against Rs. 159.30 million earned during the previous year. Dividend

Your Directors do not recommend any dividend for the financial year ended March 31, 2014.

Public Deposits

Your Company did not accept any public deposits during the year under review.

Subsidiaries

During the year under review, the following companies became the subsidiaries of your Company:-

         Edelweiss Financial Services Inc.

         Edelweiss Custodial Services Limited

The statement pursuant to section 212 of the Companies Act, 1956 containing the details of the subsidiaries of the Company is annexed.

DirectorsDuring the year under review, Mr. Sachin Jain was appointed as an Additional Director with effect from August 26, 2013. Mr. Sachin Jain holds office upto the date of the forthcoming Annual General Meeting (AGM) of the Company. The Company has received a notice from a member signifying its intention to propose Mr. Sachin Jain as Director of your Company.

During the year under review, Mr. Deepak Mundra was appointed as an Additional Director of your Company with effect from March 20, 2014.  Further, Mr. Mundra was also appointed as an Executive Director of the Company for a period of 3 years with effect from the said date, subject to the approval of the members. The approval of the members for appointing Mr. Mundra as an Executive Director of the Company is being sought at the forthcoming AGM. The Company has received a notice from a member signifying its intention to propose Mr. Mundra as Director of your Company.­­­­­­­­­­During the year under review, Mr. Naresh Kothari and Mr. Samir Doshi resigned as the Directors of your Company. The Board places on record its sincere appreciation of the services rendered by Mr. Kothari and Mr. Doshi during his tenure as the Directors of the Company. 

In accordance with the provisions of Section 149 of the Companies Act, 2013 (the Act),  Mr. Narendra Jhaveri, the Independent Director, is being appointed as an Independent Director for the purposes of the Act. A necessary resolution for the appointment of Mr. Jhaveri is set out in the Notice convening the AGM.

Mr. Kaushik Karani, retires by rotation at the forthcoming AGM and, being eligible, has offered himself for re-appointment. 

Audit Committee

The Audit Committee of the Company comprises of:-

 Mr. Vikas Khemani

Mr. Sachin Jain

Mr. Kaushik Karani. 

The terms of reference of the Audit Committee include the matters specified in Section 177 of the Companies Act, 2013.

Auditors

B S R & Associates LLP, Chartered Accountants, who are the Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint B S R & Associates LLP, Chartered Accountants, as the Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 24th AGM to be held in the year 2017.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

(i)              in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii)            we have selected such accounting policies and have applied them consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

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

(iv)    the annual accounts have been prepared on a going concern basis.  

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A.        CONSERVATION OF ENERGY

(a)         Energy Conservation measures taken - The operations of your Company are not energy-intensive. However, adequate measures have been initiated for conservation of energy.

(b)         Additional investments and proposals, if any, being implemented for reduction of consumption of energy - Not applicable in view of the nature of activities carried on by the Company.

(c)          Impact of the measures taken at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods - Not applicable in view of the nature of activities carried on by the Company.

(d)         Total energy consumption and energy consumption per unit of production as per Form A to the Annexure to the Rules in respect of industries specified in the Schedule thereto - Not applicable.

B.         TECHNOLOGY ABSORPTION

Not applicable in view of the nature of activities carried on by the Company.

C.        FOREIGN EXCHANGE EARNING AND OUTGO

 During the year under review, the Company earned foreign exchange of Rs. 54.44 million (previous year: Rs. 51.74 million) and, there was outgo of foreign exchange of Rs. 44.22 million (previous year: Rs. 31.26 million). 

Particulars of employees as required under section 217(2A) of the Companies Act, 1956 and Rules framed thereunder

A statement giving the particulars of employee as required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975, if applicable, is annexed.

Acknowledgments

The Board of Directors wishes to place on record appreciation for the continued support and co-operation extended by Securities and Exchange Board of India, Stock Exchanges, other government authorities, Banks, and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

                                                                                                                          For and on behalf of the Board of Directors

                                                              Edelweiss Securities Limited

                                                                         Sd/-                              Sd/-

 Vikas Khemani             Deepak Mundra                                     Executive Director        Executive Director

May 16, 2014.