B.N.

RATHI SECURITIES LIMITED

BOARD OF DIRECTORS

Sri LAXMINIVAS SHARMA - Chairman Sri BADRI NARAYAN RATHI Sri K.HARISHCHANDRA PRASAD Sri HARI NARAYAN RATHI - Managing Director Sri CHETAN RATHI - Executive Director Kalyandas & Co., Chartered Accountants 15,Venkateshwara Colony, Narayanguda, Hyderabad - 500029. HDFC Bank Ltd. Karur Vysya Bank Ltd ICICI Bank Ltd Andhra Bank 6-3-652,Kautilya, Amrutha Estates, Somajiguda, Hyderabad-500082 Phones : 040-30527777,30727777 e-mail : support@bnrsecurities.com Web : www.bnrsecurities.com Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Karvy Computershare Pvt. Ltd. Plot No. 17-24, Vittal Rao Nagar, Madhapur, Hyderabad - 500 081 Phone : 040- 23420816-824 Fax : 040 -23420814 e-mail : einward.ris@karvy.com

AUDITORS

BANKERS

REGISTERED OFFICE

STOCK EXCHANGES (LISTED)

REGISTRARS & SHARE TRANSFER AGENTS

DEMAT ISIN NUMBER IN NSDL &CDSL INE710D01010

1
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

NOTICE
Notice is by given that the 24th Annual General Meeting of the Members of B N Rathi Securities Limited will be held on 24th September 2010 at 9.30 A.M. at Rajasthani Graduates Association Hall, 5-4-790/1,1st Floor, Abids, Hyderabad-500001 to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Accounts for the year ended 31st March, 2010 together with the Reports of the Directors and Auditors thereon. 2. To declare dividend. 3. To appoint a Director in place of Shri Badri Narayan Rathi, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Shri K Harish Chandra Prasad, who retires by rotation and being eligible, offers himself for reappointment. 5. To appoint the Auditors and fix their remuneration. SPECIAL BUSINESS 6. APPOINTMENT OF SHRI CHETAN RATHI AS AN WHOLE TIME DIRECTOR/ EXECUTIVE DIRECTOR To consider and if thought fit, to pass with or without modification the following resolution as an ordinary resolution. "RESOLVEDTHAT pursuant to the provisions of sections 198, 269, 309, 310 and 311 and other applicable provisions, if any, of the Companies Act, 1956 Shri Chetan Rathi, Director be and is hereby appointed as Whole time Director of the Company for a term of 3 years with effect from 1st April, 2010 on the following terms and conditions, i) REMUNERATION: Rs 40000/- (Rupees Forty Thousand Only) per Month. II) PERQUISITES: A) Medical Reimbursement: of expenses incurred for self and family subject to a ceiling of one month's salary in a year or three month's salary over a period of three years. B) Leave Travel Concession: For self and family, once in a year incurred in accordance with the rules of the Company. C) Club Fees: of Clubs subject to a maximum of two clubs. This will not include admission and life membership fee D) Provident Fund: Company's contribution towards Provident Fund and Family Pension Fund as per the Rules of the Company but not exceeding 12% of the Salary. E) Gratuity as per the Rules of the Company, but shall not exceed one-half month's salary for each completed year of service. F) Provision of car with driver for use on Company's business and telephone at residence will not be considered as perquisites. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company. G) Personal Accident Insurance Premium not to exceed Rs.10,000 per annum. H) Reimbursement of entertainment expenses, traveling and all other expenses actually and properly incurred for the purpose of Company's business. 7. REAPPOINTMENT OF SHRI HARI NARAYAN RATHI AS A MANAGING DIRECTOR To consider and if thought fit, to pass with or without modification the following resolution as an special resolution. RESOLVED THAT pursuant to Sections 198, 269,309, 310 and 311, read with Part I of Schedule XIII and other applicable provisions, if any, of the Companies Act 1956, including any statutory modification(s) or enactment(s) thereof, for the time being in force,and with the approul of the members in the Annual General Meeting consent and in accordance with Articles of Association of the Company Shri Hari Narayan Rathi, Managing Director be and is here by re-appointed has Managing Director of the Company for a further period of five years with effict from 1st October, 2010 RESOLVED FURTHER THAT the Board of Directors be and are here by authorised to take all necssary stept has may be necssary to give effect to the above resolution. 8. APPROVAL OF REMUERATION OF SHRI HARI NARAYAN RATHI, MANAGING DIRECTOR To consider and if thought fit, to pass with or without modification the following resolution as an Special resolution RESOLVED THAT pursuant to Sections 198, 269, 302, 309,310, 311, read with Schedule XIII and other applicable provisions, if any, of the Companies Act 1956, including any statutory modification(s) or enactment(s) thereof, for the time being in force, subject to the approval of the Central Government and such other approvals as may be required, the consent and approval of the Company be and is hereby accorded to the payment of remuneration to Shri Hari Narayan Rathi as Managing Director of the Company for a period of 5 years from 1st October 2010 on the existing terms of payment as set out hereunder: a. Basic Salary: Rs.1,20,000/- per month (Rupees One Lack Twenty Thousand only) b. PERQUISITES: A) Medical Reimbursement: Reimbursement of expenses incurred for self and family subject to a ceiling of one month's salary in a year or three month's salary over a period of three years. B) Leave Travel Concession: For self and family, once in a year incurred in accordance with the rules of the Company. C) Club Fees: Fees of Clubs subject to a maximum of two clubs. This will not include admission and life membership fee

2
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

D) Provident Fund : Company's contribution towards Provident Fund and Family Pension Fund as per the Rules of the Company but not exceeding 12% of the Salary. E) Gratuity as per the Rules of the Company, but shall not exceed one-half month's salary for each completed year of service. F) Provision of car with driver for use on Company's business and telephone at residence will not be considered as perquisites. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company. G) Personal Accident Insurance Premium not to exceed Rs.10,000 per annum. H) Reimbursement of entertainment expenses, traveling and all other expenses actually and properly incurred for the purpose of Company's business. RESOLVED FURTHER THAT in the event of any statutory amendment or modification or relaxation in the provisions relating to the payment of remuneration to managerial persons or to Schedule XIII to the Companies Act, 1956, the Board of Directors be and are hereby authorized to vary or increase the remuneration including Basic Salary, Commission, Perquisites, Allowances etc. within such prescribed limits. Overall Remuneration The aggregate of Basic Salary, Commission, Perquisites and Allowances in any Financial Year shall not exceed the limits prescribed from time to time under Sections 198, 309 and other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the said Act, for the time being in force. Where in any Financial Year comprised by the period of appointment, the Company has no profits or its profits are inadequate, the foregoing amount of remuneration and benefits shall be paid or given to the Managing Director in accordance with the approval of the Central Government, wherever required. Adequate Profits Where in any Financial Year, during the tenure of Shri Hari Narayan Rathi, the Company has adequate profits, the Company shall pay to Shri Hari Narayan Rathi, remuneration by way of Basic Salary, Commission, Perquisites and Allowances not exceeding the amount approved by the Central Government and which shall not exceed the limits prescribed from time to time under Sections 198, 309 read with Schedule XIII to the Companies Act, 1956 for the time being in force. RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take all necessary steps as may be necessary to give effect to the above resolution. 9 To consider and if thought fit, to pass with or without modification the following resolution as a Special resolution. RESOLVED THAT prusuant to Sections 17 and all othe applicable provisions if any, of the Companies Act, 1956, subclause 7 of the MAIN OBJECTS CLAUSE as mentioned un clause III (A) of the Memorandam of Association of the company be and is here by deleted and substituted with the following : 7. To carry on business as underwriters and brokers of stock shares, debentures stock, Government Bonds, Units of Unit Trust, National Savings Certificates, capitalists and financiers and to undertake depository participant activities and for that purpose to obtain the membership of the Depositories under the Depositories Act, 1996 by registering with the Central Depository Services (India) Limited and/or National Securities Depository Limited or such other entity as may be recognized in this behalf and provide services such as demat account opening and maintenance, dematerialization and rematerialization of shares and other applicable securities, provision of transaction statements, transaction execution, creation and cancellation of pledge of securities, facilitating settlement of trades through market transactions, off-market transfers and inter-depository transfers, distribution of non-cash corporate actions, nomination/transmission and other demat related services RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized to take all such necessary steps as may be required to give effect to the above resolution.

By Order of the Board for B.N. Rathi Securities Limited

Date : 29.07.2010 Place : Hyderabad.

HARI NARAYAN RATHI MANAGING DIRECTOR

3
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

NOTES: 1. 2. 3. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself/herself and a proxy need not be a member. The instrument of Proxy in order to be effective shall be deposited at the Corporate Office of the Company by not less than 48 hours before the commencement of the Meeting. The Register of Members and Share Transfer Books of the Company will remain closed from16.09.2010 to 24.09.2010 (Both days inclusive) for determining the names of members eligible for dividend, if approved, on equity shares. In respect of shares held in electronic form, dividend will be payable on the basis of beneficial ownership, as per details furnished by NSDL and CDSL, for this purpose. Subject to the provisions of Section 206A of the Companies Act, 1956, dividend as reco- mmended by the Board of Directors, if declared at the meeting, will be payable on or before 23.10.2010 to those members whose names appear on the Companys Register of Members as on 24.9.2010. The valid transfer deeds should be lodged with the Registrar before the book closure date to determine entitlement of the dividend. As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Members are therefore requested to bring their copy of annual report to the Meeting. Members holding shares in the same name under different ledger folios are requested to apply for Consolidation of such folios and send the relevant share certificates to M/s.Karvy Computershare Pvt Ltd., Share Transfer Agents of the Company for their doing the needful. Members are requested to notify change in address, if any, immediately to M/s Karvy Computershare Pvt Ltd.,Share Transfer Agents of the Company, quoting their folio number.

4.

5. 6. 7.

8.

Explanatory Statement (Pursuant to Section 173(2) of the Companies Act, 1956)

ITEM NO 6 : The Ordinary Resolution at item No.6 of the Notice is to seek the members' approval to the appointment of Shri Chetan Rathi as Wholetime Director of the Company under the designation "Executive Director" made by the Board of Directors of the Company at its meeting held on 18-03-2010. Shri Chetan Rathi after post graduating from Pune University in the year 1998 Shri Chetan Rathi having thus acquired a good knowledge and experience in Share broking business, the Directors of your Company thought proper to appoint him as the Whole-time Director of the Company for a period of 3 years with effect from 01.04.2010 to 31.03.2013 subject to the approval of the members of the Company. Further the same be treated as abstract of the contract to Section 302(1) (b) of the Companies Act, 1956. Accordingly, the Board recommends the resolution for approval of the members as an ordinary resolution. None of the Directors except Shri Badri Narayan Rathi and Hari Naryaan Rathi are concerned or interested in the said resolution. ITEM NO 7: Sri Hari Narayan Rathi present 3 years term of office as the Managing Director of the Company expires on 28th September 2010. Sri Hari Narayan Rathi has been in the office as such Managing Director since 1st October, 1997 thus completing a period of about 13 years. During the tenure Sri Hari Narayan Rathi as Managing Director, the Company has made considerable progress in all the spheres and is optimistic on the future progress. The Board of Directors confidently feel that the Company should continue to avail the services of Sri Hari .Narayan Rathi as a very able and experienced person. Hence the Board of Directors at their meeting held on 29th July 2010 has considered it necessary to reappoint Sri Hari .Narayan Rathi as the Managing Director of the Company for further period of 5 years with effect from 1st October, 2010 subject to the approval of Members of the Company. Further the same be treated as abstract of the contract to Section 302(1) (b) of the Companies Act, 1956. Accordingly, the Board recommends the resolution for approval of the members as an ordinary resolution. None of the Directors except Shri Badri Narayan Rathi, Shri Hari Naryaan Rathi and Shri Chetan Rathi are concerned or interested in the said resolution. Item No. 8 : Sri Hari Narayan Rathi has immensely contributed for the growth of the Company through his skills, talent and commitment. The Company has made remarkable progress under his guidance and supervision and has embarked upon the expansion and diversification activities to achieve a much higher growth rate.

4
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

The Remuneration Committee fixed the remuneration package with a view to align the package with the best corporate practices prevailing in the business. After considering the various factors, his contributions and responsibilities, the Remuneration Committee recommended the above mentioned terms of remuneration payable to Sri Hari Narayan Rathi. The remuneration proposed to Sri Hari Narayan Rathi as recommended by the Remuneration Committee requires the approval of Members. STATEMENT OF INFORMATION PURSUANT TO SCHEDULE XIII OF THE COMPANIES ACT, 1956 I. GENERAL INFORMATION : (1) Nature of Business: Dealing In Securities (2) Date or expected date of commencement of commercial production: N.A. (3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable (4) Financial performance based on given indicators: (Amount in Rs.000)

Financial Performance
Turnover Net profit as computed under Section 349 Net profit / loss as per profit and loss account Amount of dividend paid (including dividend tax) Rate of dividend declared

2004-05
27903 7935 7935 1710 10%

2005-06
44032 11650 11650 1710 10%

2006-07
38620 8093 8093 2105 15%

2007-08
61909 11209 11209 2705 10%

2008-09
44308 5898 5898 2948 10%

(5) Export performanance and net foregin exchange collaborations: Not Applicable (6) Foregin investments or collaborators, if any : Not Applicable II. INFORMATION ABOUT THE APPOINTEES (1) Background details: Shri Hair Narayan Rathi, aged 57 years, is Graduate in Science is associated with the Company since 1992. (2) Past remuneration: Rs. 80,000/(3) Recognition or awards: Not Applicable (4) Job profile and suitability: Shri Hair Narayan Rathi is responsible to discharge the duties entrusted by the Board of Directors from time to time, which may include intiating speedy and stable growth strategies for the organization in line with the vision and mission of the Company, dayto-day management and administration of the Company. (5) Remuneration proposed: As set out in the resolutions for the item 8 for Shri Hair Narayan Rathi the remuneration has the approval of the Remuneration Committee. (6) Comparative remuneration profile with respect to Business, size of the company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin) Taking into consideration of the size of the Company, the profile of Shri Hair Narayan Rathi and the responsibilities shouldered on them, the aforesaid remuneration package is commensurate with the remuneration package paid to managerial positions in other companies. (7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any: Sri Chetan Rathi, is son of Shri Hair Narayan Rathi, Managing Director of the Company and is holding 149167 Equity Shares of the Company.

5
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

III. OTHER INFORMATION: (1) Reasons for inadequate profits: The Company is engaged in shares & stock broking business which is prone to huge competition, lesser brokerage and huge cost of compliances with the various rules & regulations framed by SEBI & Stock Exchanges which in turn may result in inadequate profits. (2) Steps taken or proposed to be taken for improvement: The following are the steps taken for improvement: The Company has increased the number of sub-brokers/branches & accordingly opened branches in the State of Gujarat, Maharastra, Tamilnadu, Haryana and Rajasthan. Further the Company is in the process to get empanelled with various institutions which will improve the profits in future. (3) Expected increase in productivity and profits in measurable terms. The Financial markets are looking bright and have a better future. Economy is also growing due to which the company expects to do better in the coming years. IV. DISCLOSURES: (1) The Shareholders of the company are informed of the remuneration package of the Managing Director by way of notice of Annual general Meeting. (2) The disclosures shall be mentioned in the Board of Directors Report under the heading Corporate Governance if any, attached to the Annual Report:- Not Applicable The Board of Directors, therefore, recommends the passing of the Special Resolutions by Members of the Company as mentioned at item no. 6, 7 & 8 of the Notice. The information provided herein may be deemed to be abstract as referred to under Section 302 of the Companies Act, 1956. The copies of the relevant resolutions of the Board in respect of reappointment and approval of remuneration are available for inspection by Members at the Registered Office of the Company during working hours of any working days till the date of annual general meeting. None of the Directors except Shri Badari Narayan Rathi, Chetan Rathi and Sri Hari Narayan Rathi are deemed to be concerned or interested in the above resolution. Item No. 9: CDSL, Depository has advised the Company to incorporate a provision in the Object Clause relating to undertaking of depository participant activities. Accordingly the Board decided to amend the Object Clause. This requires alteration of the Objects Clause of the Memorandum of Association of the company in terms of Sec. 17 of the Companies Act, 1956 as set out in the notice by way of consent of the Members through postal ballot. Your Directors recommend the Resolution as set out in the item no.9 of the Notice of Annual General Meeting for the approval of the shareholders as Special Resolution. None of the Directors of the Company is concerned or interested in the above resolution.

By Order of the Board for B.N. Rathi Securities Limited

Date : 29.07.2010 Place : Hyderabad.

HARI NARAYAN RATHI MANAGING DIRECTOR

6
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

Dear Members, Your Directors have pleasure in presenting the 24th Annual Report together with Audited Statements of Accounts for the year ended 31st March, 2010. FINANCIAL RESULTS The Financial Results for the year ended 31st March, 2010 are summarised as under: 2009-10 696.41 563.49 132.92 46.46 86.46 2.16 84.30 30.24 5.02 49.04 (Rs. In Lakhs) 2008-09 443.08 384.10 58.98 20.09 38.89 Nil 38.89 25.20 4.28 9.41

DIRECTORS REPORT

Total Income Total Expenditure Profit before Tax Provision for taxation Profit after Tax Transfer to General Reserves Profit available for Appropriation Provision for proposed Equity Dividend Provision for Corporate Dividend Tax Balance carried to Balance Sheet

DIVIDEND: Your Directors are pleased to recommend a Dividend @12% on the Paid up Equity Share Capital of the Company in respect of the financial year 2009-10.The total outgo on account of dividend, inclusive of dividend tax@16.61% stands at Rs. 35.26 lakhs, for which necessary provision has been made in the accounts. OPERATIONS: Company has acquired the membership of NSE,BSE & MCX-SX and DP with CDSL.The Company is in the process of employment with various institutions ,mutual funds etc.The Company is also making all efforts to expand in the various parts of the company where the presence is nil as of today. INSURANCE: The assets of the company are adequately insured. The Company has also taken Stock Brokers Indemnity Insurance to cover the exposure arising from NSE ,BSE & MCX-SX operations, and also a Liability insurance Policy for Central Depository Services (India) Limited. LISTING: The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (Stock Code 523019). The annual listing fees for the year 2010- 2011 has been paid to the Stock Exchange. DIRECTORS: Smt. Nisha Rathi resigned as Director of the Company on personal grounds. The Board expressed their sincere appreciation for the services rendered by her as Director. Sri Badri Narayan Rathi & Sri K. Hari Chandra Prasad retire by rotation and being eligible offers themselves for re-appointment. AUDITORS: The Auditors of the Company M/s.Kalyandas & Co. Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The company has also received a certificate from them under Section 224 (1-B) of the Companies Act,1956. AUDITORSREPORT: The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31,2010 and wish to reply to the report that the same does not have any reservation,qualification or adverse remarks. FIXED DEPOSITS : The Company has not accepted any deposits from the public. PARTICULARS OF EMPLOYEES: None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules,1975 and forming part of the Directors report for the year ended 31st March, 2010.

7
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

DIRECTORS RESPONSIBILITY STATEMENT: The Directors confirm : (i) that in the preparation of the annual accounts, the applicable accounting standards have been followed; (ii) that they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year 31.03.2010 and of the profits of the company for that period; (iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) that they have prepared the annual accounts on a going concern basis. STATUTORY COMPLIANCE: The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects. COMPLIANCE CERTIFICATE: The Compliance Certificate referred as per the provision to Sub - Section (1) of Section 383A of the Companies Act,1956 is obtained. CREDIT & GUARANTEE FACILITIES: The Company has been availing facilities of Credit and Guarantee as and when required, for the business of the Company, from HDFC Bank Ltd. and Karur Vysya Bank Ltd from time to time and the Company has taken the required steps to increase the Bank Guarantee limits. Personal Guarantees given for obtaining Bank Guarantees by the Managing Director and Director Sri B N Rathi without any consideration. FORFEITURE OF PREFERENTIAL CONVERTIBLE WARRANTS During the year the company has forfeited a sum of Rs 11,92,400/- received towards 54,200 convertible warrants for non-opting of conversion of warrants into equity. CONSOLIDATED FINANCIAL STATEMENTS The Company has prepared Consolidated Financial statements in accordance with Accounting Standard 21 (AS21) issued by the The Institute of Chartred Accountants of India.The Consolidated Statements reflect the results of the Company and those of its Subsidiary.As required by Clause 32 of the Listing agreement with Stock Exchange ,the Audited Consolidated Financial statements together with Auditors' Report thereon are annexed and form the part of this Annual Report. SUBSIDIARY COMPANY During the financial year, your company acquired 100% of the equity capital of M/s B. N. Rathi Comtrade Pvt. Ltd. and B. N. Rathi Comtarde Pvt. Ltd. has become a wholly owned subsidiary of your Company. B. N. Rathi Comtarde Pvt. Ltd. is a Trading Cum Clearing Member of MCX and NCDEX. INTERNAL AUDIT: M/s.T.R.Chadha&Co., Chartered Accountants, Hyderabad are the internal Auditors of the Company, and are the Concurrent and Internal Auditors for CDSL Operations also. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE: The information pursuant to Section 217 (i) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency is nil. ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation for the valuable co-operation, support and assistance received from the Government Departments and Local Authorities, Securities and Exchange Board of India, Financial Institutions, Banks, National Stock Exchange of India Limited, Bombay Stock Exchange Limited and Central Depository Services (India ) Limited. Your Directors also acknowledge the continued support given by the valued and esteemed customers and sub-brokers and the sincere and dedicated services of the employees of the Company at all levels. Your Directors also like to express their thanks to the shareholders for the confidence which they reposed in the management of the Company. For and on behalf of the Board Date : 29.07.2010 Place : Hyderabad. Laxminiwas Sharma CHAIRMAN

8
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

AUDITORS REPORT
To. The Members of B.N.Rathi Securities Limited, We have audited the attached Balance Sheet of M/s B.N.RATHI SECURITIES LIMITED as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that: a) b) c) d) We have obtained all the information and explanations, which, to the best of our knowledge and belief,were necessary for the purpose of our audit. In our opinion, proper books of account as required by law, have been kept by the Company so far as it appears from our examination of the same. The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report, are in agreement with the Books of Account of the Company. In our Opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 subject to Notes on Accounts. As per the representations made by the Company and all its Directors, no Director is disqualified from being appointed as Director U/s 274(1)(g) of the Companies Act, 1956. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes on the accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: in the case of the Balance Sheet, of the State of Affairs of the Company, as at 31st March, 2010 and (ii) in case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date and (iii) in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date. (i) g) As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us we further report the matters to the extent applicable as under:

e) f)

9
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

1)

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets of the Company have been physically verified by the management at the year end and no serious discrepancies were noticed on such verification. Fixed Assets disposed off during the year are not material and therefore do not affect the going concern assumption. b) The Company has purchased land bearing GHMC No 14-9-806 admeasuring 590 Sq Yrds situated at Goshakat,Jumerat Bazar,Hyderabad for a consideration Rs 43.52 Lkahs. During the year the company sold the land for a consideration of Rs 46 Lakhs and the same was approved by the Board.Government has fixed the registration value for payment of stamp duty which worked out to Rs 77.74 Lakhs.

2)

The stock of inventory has been physically verified by the management at reasonable intervals. In our opinion, and according to the information given to us, the procedure for physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. In our opinion the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. a) The Company has not granted secured or unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of the Act. b) The Company has not obtained unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act. In our opinion there are internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of stock (shares) and services requires Improvement. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control systems. In our opinion and according to the explanation given to us, the particulars of Contracts or arrangements required to be entered in the register under Section 301 of the Companies Act, 1956 have been entered and transactions aggregating during the Financial year to Rupees Five Lakhs or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices for such securities or the prices at which transactions for similar securities or services have been made with other parties. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant Provisions of the Companies Act, 1956 and the Rules framed there under. In our opinion the Company has a system of internal audit which commensurate with its size and nature of its business. The Central Government has not prescribed the maintenance of cost records under clause (d) of the sub-section (1) of Section 209 of the Act for any of its products. a) The Company is regular in depositing with appropriate authorities undisputed amount of Provident Fund, Investor Education and Protection Fund, Income Tax, Service Tax and other statutory dues as applicable and no undisputed amounts payable are outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable. b) The Company has disputed Income Tax Demand Rs. 1,44,656/- for the Assesment year 2006- 07 and Rs. 79,900 for the Asst.year 2007-08 and the first appeal is pending disposal.

3)

4)

5)

6)

7) 8) 9)

10
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

10) 11) 12)

The Company has no accumulated losses as at 31st March, 2010 and it has not incurred cash losses in the financial year under report or in the immediately preceeding financial year. The Company has not defaulted in repayment of dues to any financial institutions or banks. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The Company is not a chit fund, nidhi or mutual benefit fund/society. The Company is a Member of NSE and BSE and renders services for investors in purchase and sale of shares and securities and also deals in shares and securities.The Company has maintained proper records of the transactions and contracts of purchases and sale of shares and other securities and timely entries have been made therein. The Company has held the shares in the name of the Company. According to the information and explanations given to us and the representations made by the management, the Company has not given any guarantee for Loans taken by others from Banks or Financial Institutions. The Company has not obtained any term loans during the year. On the basis of our examinations of the books of account and the information and explanations given to us, in our opinion the funds raised on short-term basis have not been used for long term investment. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. The Company has not issued any debentures during the year. The Company has not raised any money by public issues during the year. According to the explanation and information given to us, based upon the audit procedures performed and representations made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit. For KALYANDAS & Co. Chartered Accountants. (Registration No.01677F)

13) 14)

15)

16) 17)

18)

19) 20) 21)

Date : 29.07.2010 Place : Hyderabad

(G.KALYANDAS) Partner Membership No.:7102

11
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2010 As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

Schedule SOURCES OF FUNDS 1. SHAREHOLDERS' FUNDS a) Share Capital b) Upfront Payment against Warrants c) Reserves and Surplus 2. LOAN FUNDS Secured Loan APPLICATION OF FUNDS 1. Fixed Assets Gross Block Less : Depreciation Net Block 2. Investments 3. Current Assets, Loans and Advances Current Assets Loans and Advances

(Rupees)

1
(Ref Note 7 to Schedule 10)

2 3 Total 4 1,83,70,673 98,54,177 5

2,52,00,000 Nil 5,16,36,650 2,22,940 7,70,59,590

2,31,20,000 16,50,000 4,27,92,836 4,65,509 6,80,28,345

85,16,496 99,99,800

1,96,41,826 77,38,325 1,19,03,501 Nil

6 7

15,10,01,651 2,40,32,049 17,50,33,700 10,84,87,757 80,26,249 11,65,14,006 5,85,19,694 23,600 Total 7,70,59,590

11,05,64,906 2,17,13,728 13,22,78,634 7,13,95,049 49,28,274 7,63,23,323 5,59,55,311 1,69,533 6,80,28,345

Less : Current Liabilities Provisions Net Current Assets 4. Deferred Tax Assets
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

11 For and on behalf of the Board

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 12

9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

HARI NARAYAN RATHI MANAGING DIRECTOR

B.N.RATHI SECURITIES LIMITED

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

Schedule INCOME Income from Operations Other Income Interest Income (TDS Rs.7,49,663 -P/y 11,86,400) Total

For the Year ended 31.03.2010 (Rupees)

For the Year ended 31.03.2009 (Rupees)

6,10,45,070 18,10,616 67,85,164 6,96,40,850

3,67,62,925 3,66,620 71,78,164 4,43,07,709

EXPENDITURE Personnel Administrative expenses Brokerage Interest Depreciation Total

9 10

91,48,330 1,07,43,268 3,17,84,805 25,56,654 21,15,852 5,63,48,909 1,32,91,941 45,00,000 1,45,933 86,46,008 2,16,150 30,24,000 5,02,249 49,03,609

60,50,821 82,56,114 2,01,34,782 20,14,813 19,53,314 3,84,09,844 58,97,865 19,80,000 29,133 38,88,732 Nil 25,20,000 4,28,274 9,40,458

Profit Before Taxation Less: Provision for Taxation - Current Tax - Deferred Tax Profit After Taxation Transfer to General Reserves Proposed Dividend Tax on Dividend Balance carried to Balance Sheet SIGNIFICANT ACCOUNTING POLICIES 11
AND NOTES ON ACCOUNTS

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 13

9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

HARI NARAYAN RATHI MANAGING DIRECTOR

B.N.RATHI SECURITIES LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2010 PARTICULARS A.CASH FLOW FROM OPERATING ACTIVITIES: Net profit before tax and extraordinary items Adjustments for: Depreciation Interest expenses Interest Income Profit on sale of land Operating profit before working capital changes Trade and other Receivable Inventories Trade payable Cash generated from operations Less : Direct Tax paid(Net of Refunds) NET CASH FLOW FROM OPERATING ACTIVITIES B.CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Fixed Assets Sale of Fixed Asset Interest Received Investment in equity shares of subsidiary company Advance to Subsidiary Company NET CASH FLOW FROM INVESTING ACTIVITIES C.CASH FLOW FROM FINANCING ACTIVITIES: Interest paid Proceeds from preferential issue of warrants Proceeds from preferential issue of equity Shares Share Premium Proceeds /(Repayment) of secured Loan Payment of Dividend &Taxes Net cash used in financing activities Net cash flow during the year A+B+C Add : Cash and Cash equivalents as at 01-4-2009 Cash and Cash equivalents as at 31-3-2010

(Amount in Rs '000)

2009-2010
13292 2116 2556 (6785) (98) 11081 (28154) 255 37093 20275 (4070) 16205 (3081) 4450 6251 (10000) (38) (2418) (2556) 0 1622 2496 (243) (2948) (1629) 12158 54366 66524

2008-2009
5898 1953 2015 (7178) 0 2688 (1614) 24 (70614) (69516) (1849) (71365) (1512) 5 5751 0 0 4244 (2014) 1320 0 0 (218) (2705) (3617) (70738) 125104 54366

Note : Previous Year's figures have been re-arranged and re-grouped where ever necessary. * Includes balances in unpaid dividend bank accounts, which are not available for the Company

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 14

9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

HARI NARAYAN RATHI MANAGING DIRECTOR

B.N.RATHI SECURITIES LIMITED

SCHEDULES FORMING PART OF THE BALANCE SHEET As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

SCHEDULE NO.1 SHARE CAPITAL Authorised : 5000000 Equity Shares Rs.10/- each Issued, Subscribed and paid up : 2520000 Equity Shares Rs.10/- each (P/Y 2312000 Equity Shares Rs.10/- each) Total

5,00,00,000 2,52,00,000 2,52,00,000

5,00,00,000 2,31,20,000 2,31,20,000

SCHEDULE NO.2 RESERVES AND SURPLUS Capital Reserve Share Preimum Account General Reserve Opening balance - P & L A/c Add / (Less): Income Tax of earlier years 14,90,400 2,98,000 1,22,40,000 97,44,000 2,16,150 Nil 3,20,64,508 (2,54,130) 3,18,10,378 9,40,458 3,76,90,100 3,27,50,836 5,16,36,650 4,27,92,836

3,27,50,836 35,655 3,27,86,491 Add : Transfer from Profit & Loss A/c 49,03,609 Total

SCHEDULE NO.3 SECURED LOAN Vehicle Loan (Bearing Interest Secured on hypothecation of Vehicle) Total

2,22,940

4,65,509

2,22,940

4,65,509

15
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

SCHEDULE NO.4

FIXED ASSETS
Gross Block Addition Rs. Rs. Rs. Deletion Deletion As at 01.04.'09 Rs. As at 31.3.'10 Rs. Upto 01.04.'09 Rs. For the year Rs. As At 31.3.'10 Rs. Depreciation Net Block As At 31.3.'10 Rs. As At 31.3.'09 Rs.

Description

1.Plant & Machinery a) Computers & Software 4697063 477635 127000 3231324 3625514 1706345 1129025 4352000 295920 3080847 1512381 4352000 18370673 30154 19641826 Nil Nill 295920 Nil 4352000 Nil 618976 Nil 1748001 387225 Nil 27630 7738325 5809406 260915 Nil 1967260 920663 7800 Nil 3633314 2060977 284013 149252 202262 Nil 37319 2115852 1953315 Nil Nill 3231324 930625 320027 Nil Nil 127000 56077 14185 29100 Nil 506735 228380 35126 Nil Nil Nill Nil Nil Nil Nil Nill Nil 24396 2164056 Nil 6861119 3126748 1073668 Nil

4200416 263506 70262 1250652 2344990 1069915 589487 Nil 64949 9854177

2660703 243229 56738 1980672 1288324 897345 1158514 Nil 230971 8516496 7738325 11903501

1570315 249255 70923 2300699 1564537 785682 741800 4352000 268290 11903501 12350193

b) Air Conditioner

c) Photo Copier

B.N.RATHI SECURITIES LIMITED

16

d) VSATs

2.Furniture & Fixtures

3.Office Equipment

4.Vehicles

5.Land & Building

6.Generator

Total

19641826

Previous year

18159599

B.N.RATHI SECURITIES LIMITED

As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

SCHEDULE NO.5 INVESTMENT

999980 Fully paid equity shares of Rs.10/- each of M/s. B N Rathi Comtrade Private Limited

99,99,980

Nil

SCHEDULE NO.6 A) CURRENT ASSETS

1. Accrued Interest 2. Cash on hand 3. Balances with Non Scheduled Banks 4. Balances with Scheduled Banks 5. Fixed Deposits (FDRs with Banks for Bank Guarantees) 6. Fixed Deposit (FDRs with HDFC Bank for OD aganist FD ) 8. Fixed Deposits (FDRs with NSEIL-CD) 9. Fixed Deposits (FDRs with BSE) 10. Additional Base Capital with NSE 11. Initial Margin Deposits with IL&FS for F&O 12. Initial Margin Deposits with IL&FS-CD TOTAL No. of Shares (Qty) B)STOCK-IN-TRADE (Listed ) (Stock In Trade valued at cost) BNR Udyog Ltd. UN-LISTED Mahesh Vidya Bhavan Ltd Hyderabad Stock Exchange Ltd TOTAL
Aggregate Market Value of Listed Shares C) Amount Receivable from Clients

31,22,877 16,771 1,77,02,671 31,30,792 2,11,42,508 2,27,31,694 8,00,000 10,00,000 21,29,000 3,39,63,762 4,00,000 10,61,40,075 As at 31.03.2010 (Rupees) No. of Shares (Qty)

29,31,723 13,995 1,00,80,077 41,05,845 1,58,65,626 2,25,00,000 8,00,000 10,00,000 25,29,000 2,69,14,000 10,00,000 8,77,40,266 As at 31.03.2009 (Rupees)

Nil

Nil

60000

2,55,000

20000 10000

2,00,000 10,000 2,10,000 Nil

20000 10000

2,00,000 10,000 4,65,000 3,88,800

& Stock Exchanges

(Considered good, Secured against Shares and outstanding for a period) less than Six months

4,46,51,576 4,46,51,576

2,23,59,640 2,23,59,640

TOTAL

17
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

SCHEDULE NO.7
(Unsecured, considered good and outstanding for a period of more than six months receivable in cash or kind for value to be received) I) Receivable from Subsidiary Company B.N. Rathi Comtrade Private Limited 37,500 II) Staff Advances 2,34,500 III) Income Tax & TDS 40,69,663 IV) Income Tax Refundable 3,54,089 V) Deposits a) NSEIL & NSCCL (Interest Free ) 41,00,000 b) NSEIL Membership Deposit 9,00,000 c) NSEIL Future Segment Deposit 8,00,000 d) BSE Membership Deposit 1,00,00,000 e) Lease Line Deposit 2,40,959 f) BSE Membership Security Deposit 5,00,000 g) BSE Base Capital adequacy Deposit 5,00,000 h) BSE Brokers contigency Fund 2,50,000 i) Rent Deposit 5,00,000 j) BSE VSAT Deposit 2,50,000 k) NSE Currency Derivatives Segment Deposit 2,00,000 l) Other Deposits 6,14,828 VI) Prepaid Expenses 4,80,510 TOTAL 2,40,32,049

LOANS AND ADVANCES

Nil 1,09,000 16,86,401 2,68,558 41,00,000 9,00,000 8,00,000 1,00,00,000 4,00,000 5,00,000 5,00,000 2,50,000 5,00,000 3,70,000 2,00,000 6,33,208 4,96,561 2,17,13,728

SCHEDULE NO.8

CURRENT LIABILITIES
1) Sundry Creditors-Clients 2) VSATs Deposits 3) Creditors - Suppliers & Services 4) Outstanding Liabilities 5) Initial Margin IL&FS 6) Clients Margin Deposits 7) Un-Paid Dividend PROVISIONS: 1) Income Tax 2) Proposed Dividend 3) Tax on Dividend TOTAL 5,60,47,912 23,25,182 15,43,327 10,51,177 1,44,36,336 3,20,50,066 10,33,757 45,00,000 30,24,000 5,02,249 11,65,14,006 2,41,21,324 19,95,282 34,29,366 14,29,077 89,17,000 3,06,39,500 8,63,500 19,80,000 25,20,000 4,28,274 7,63,23,323

SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT For the Year ended 31.03.2010 (Rupees) SCHEDULE NO.9 PERSONNEL EXPENDITURE 1. Managerial Remuration 2. Salaries & allowances 3. Medical reimbursement 4. Staff Welfare 5. Bonus & Gratuity 6. Provident Fund Contribution TOTAL For the Year ended 31.03.2009 (Rupees)

12,60,000 68,99,859 83,296 1,52,760 3,33,410 4,19,005 91,48,330

12,77,000 38,36,157 72,267 74,553 4,04,523 3,86,321 60,50,821

18
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

For the Year ended 31.03.2010 (Rupees) SCHEDULE NO. 10 ADMINISTRATIVE EXPENSES Rent, Rates & Taxes Printing & Stationery Postage & Courier Charges Conveyance Travelling Expenditure Telephone Charges Advertisement Expenses Remuneration to Auditors: Statutory Audit Fee Other Services Internal Audit fee Registrar & Share Transfer agency Charges VAST Charges Demat & Other Transaction Charges Subscription & Membership Fee Annual Maintenance Charges Professional Fee & Consultancy Fee Listing, Filing/Reg. & Renewals Directors' Sitting Fee Electricity Charges Generator Maintainance Charges Vehicle Maintenance Office Maintenance Repairs & Maintenance Stock Exchange Charges & SEBI Fee Bank Commission & Charges Business Promotion Insurance Legal Expenses Leased Line Charges Bad debts written off Donations CDSL Charges CTCL Net work Charges Other expenses TOTAL 14,49,072 7,25,655 6,04,680 23,171 1,10,702 3,75,414 54,234 36,000 1,76,085 1,56,626 37,854 2,58,943 3,65,952 1,75,448 5,00,898 4,26,197 2,06,734 40,500 3,91,960 21,484 3,08,873 2,06,670 86,235 3,76,263 12,56,724 4,61,344 1,58,341 31,390 10,19,756 3,33,775 71,000 38,474 2,20,404 36,410 1,07,43,268

For the Year ended 31.03.2009 (Rupees)

8,04,423 5,78,516 3,67,996 22,195 1,76,947 3,33,720 49,887 33,090 92,586 1,03,055 40,698 3,05,956 1,92,427 1,74,771 4,41,150 1,34,129 1,47,659 18,000 3,12,886 32,428 1,83,763 1,47,771 71,949 3,48,208 9,02,711 46,842 2,15,682 17,677 8,55,640 10,64,170 5,000 Nil Nil 34,182 82,56,114

19
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

SCHEDULE NO.11 SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS I. SIGNIFICANT ACCOUNTING POLICIES: 1. 2. 3. GENERAL : The financial statements are prepared on historical cost convention, on basis of a going concern, on an accrual basis and in accordance with the applicable accounting standards. FIXED ASSETS : Fixed Assets are stated at cost less accumulated depreciation. DEPRECIATION : Depreciation has been provided on written down value of the Assets as per the rates specified in Schedule XIV of the Companies Act, 1956. Depreciation on Fixed assets added/disposed off during the year on pro-rata basis. VALUATION OF STOCK OF SECURITIES : Securities disclosed under Stock in Trade are stated at cost. RETIREMENT BENEFITS : The Company contributes to Group policy with Life Insurance Corporation of India to cover its liabilities towards Employees Gratuity. RECOGNITION OF INCOME AND EXPENDITURE : Items of Income and Expenditure are on accrual basis subject to the notes on accounts. INVESTMENTS: During the year,the company has acquired 999980 fully paid equity shares of Rs 10/each of M/s B N Rathi Comtrade Private Ltd consequent to which M/s B N Rathi Comtrade Privat Limited has become 100% subsidiary of the Company. Information required to be fur nished pursuant to clause 4-A, 4-C and 4-D of par t-II Schedule VI to the Companies Act, 1956 is not provided as the same is not applicable to the Company. The Company has not paid remuneration to any of its employees exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000 per month as the case may be. Contingent Liability : (i) On behalf of the company, HDFC Bank & Karur Vysya Bank have given Bank Guarantees of Rs 400.00 Lakhs (Previous Year Rs.300.00 Lakhs) to NSCCL and IL&FS. (ii) The Company has disputed Income Tax demand Rs.1,44,656/- for the Assessment year 2006-07 and Rs 79,900/- for the Asst Year 2007-08 and appeals are pending disposal. (iii) In the absence of information Income tax contigent Liability in respect other appeal could not be quantified. 4. Taxes on Income: Current tax is determined on taxable income for the period Rs. 45 lakhs. Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.Deferred Tax assets on difference between WDV of assets as per Companies Act and Income Tax Act is Rs.23,600/The Company has incurred a net loss of Rs 84,654/- in share Trading. The aggregate value of shares purchased worked out Rs. 42.24 Lakhs and the sale thereof worked out to Rs.43.08 Lakhs. The above loss has been included in other income.Profit on Sale of Stock In Trade Rs 1,94,394/- included under other imcome. During the year the Promoters have subscribed Share Capital Rs 20,80,000 by conversion of 208000 warrants into equity shares of Rs 10/- each at apremium of Rs 12/- per share.

4. 5. 6. 7.

II.

NOTES ON ACCOUNTS 1. 2. 3.

5.

6. 7.

During the year, the company has sold the Land for Rs 46,00,000/- and the same has been disclosed under the other income. 8. Preferential Convertible Warrants of Rs 11,92,400/- have been forfeited due to lapse of period for conver sion and the same transferred to Capital Reserve. 9. During the year an amount of Rs. 2,16,150/- has been transferred to General Reserves from out of profits. 10. Subsidiary company M/s. B N Rathi Comtrade Private Limited is member of MCX & NCDEX Exchanges. 11. During the year, preliminary Expenses Rs. 76,236/- and Expenses Rs. 75,000/- incurred in Connection with increase of authorised capital of M/s. B N Rathi Comtrade Private Limited were absorbed by the company and the same has been debited to profit and Loss account. 12. Bad Debts written off Rs 3, 33,775/- during the year.

20
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

13. Related Party Disclosure: Key Managment Personnel
Relatives of Key Management Personnel

Sri.HARI NARAYANRATHI

Sri. Badri Narayan Rathi father of Sri. HARI NARAYANRATHI Smt .Basanthi Devi Rathi Mother of Sri. HARI NARAYANRATHI Sri. Govind Narayan Rathi brother of Sri. HARI NARAYANRATHI Smt . Chanda Devi Rathi wife of Sri. HARI NARAYANRATHI Smt Kamala Devi Rathi Sister-in-law of Sri. HARI NARAYANRATHI Sri. Chetan Rathi Son of Sri.HARI NARAYANRATHI Smt Nisha Rathi Daughter-in-law of Sri. HARI NARAYANRATHI Smt Neetha Rathi Sister-in-law of Sri.HARI NARAYANRATHI Smt Sunita Rathi Sister-in-law of Sri.HARI NARAYANRATHI

Related Party Transactions during the the year 2008-2009.

Enterprises having common key Management Personnel

(Rs in Lakhs)
Total

Key Relatives of Management Key management personnel personnel

Rent paid Remuneration Services rendered Investment in Subsidiary

----99.99

0.60 9.60 0.68 --

4.80 3.00 1.81 --

5.40 12.60 2.49 99.99

13. As required by Accounting Standard 20 Earnings Per Share issued by Institute of Chartered Accountants of India (ICAI), basic earning per share has been calculated by dividing net profit after tax by weighted average number of equity shares outstanding during the year as per details given below: Current Year 2009-2010 Profit as per Profit and Loss Account Weighted average number of shares used in computing basic earning per equity share Basic & Diluted earnings per share (Rs) (on nominal value of Rs 10/- per share ) 86,46,008 25,20,000 3.43 Previous Year 2008-2009 38,88,732 2312000 1.68

14. Figures of the Previous Year have been re-grouped or re-arranged wherever considered necessary.

Signatures to Schedule 1 to 11 vide our seperate report of even date For KALYANDAS & CO., For and on behalf of the Board Chartered Accountants LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 21
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

HARI NARAYAN RATHI MANAGING DIRECTOR

B.N.RATHI SECURITIES LIMITED

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE (Submitted in terms of Part IV of Schedule VI of the Companies Act, 1956)

I.

REGISTRATION DETAILS Registration No. L65993AP1985PLC05838 II.

B/Sheet Date

31

03

2010
Year

Date Month

III.

CAPITAL RAISED DURING THE YEAR (Amount in Rs. '000) Public Issue Rights Issue N I L N I L Bonus Issue Private Placement N I L 2 0 8 0 0 0 POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs. '000) Total Liabilities Total Assets 7 7 0 5 9 7 7 0 5 9 SOURCES OF FUNDS Paid up Capital UPfront Payment against Warrants N I L 2 5 2 0 0 Reserves & Surplus Minority Interest Secured Loans 223 002 5 1 6 3 7 APPLICATION OF FUNDS Net Fixed Assets 8 5 1 6 Net Current Assets 5 8 5 2 0 Accumulated Losses N I L Investments 1 0 0 0 0

IV.

Deferred Tax Asset 2 4 Misc. Expenditure N I L PERFORMANCE OF COMPANY (AMOUNT IN RS. '000) Turnover (Income) Total Expenditure 6 9 6 4 1 5 6 3 4 9 + + + + Profit /Loss Before Tax Profit/Loss After Tax 8 6 4 6 1 3 2 9 2 Earnings per Share in Rs. Dividend Rate % 1 2 3. 4 3 GENERIC NAME OF PRINCIPAL SERVICES OF THE COMPANY(as per monetary terms) N I L Item Code No. (ITC Code) : Product Description : Dealing in Securities For and on behalf of the Board

V.

LAXMINIVAS SHARMA
CHAIRMAN Date : 29.07.2010 Place : Hyderabad

HARI NARAYAN RATHI

MANAGING DIRECTOR

22
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

STATEMENT REGARDING SUBSIDIARY COMPANY PURSUANT TO SECTION 212 OF THE COMPANIES ACT,1956.
01. Name of the subsidiary 02. The financial year of the subsidiary ended on 03. B N Rathi Securities Limited shareholding in subsidiary as on Number of Equity Shares of Rs 10/- each Percentage of holding 04. The net aggregate profit/ (Loss) of subsidiary company so far as it concerns the holding company 1) Not dealt with in the accounts B N Rathi Securities Limited a) For the subsidiary financial year ended on 31st March 2010 b) For the previous financial year of B N Rathi Comtrade Private Limited since it became a subsidiary of B N Rathi Securities Limited 2) Dealt with in the holding company accounts by way of dividends on shares held in the subsidiary a) For the subsidiary financial year ended on 31st March 2010 b) For the previous financial year of B N Rathi Comtrade Private Limited since it became a subsidiary of B N Rathi Securities Limited Note : Charges in the interest of B N Rathi Comtarde Private Ltd and B N Rathi Securities Limited between the end of the subsidiarys financial year and 31st March, 2010 : NA : : Rs. 15172 Rs. 15172 : B N RATHI COMTRADE PRIVATE LIMITED

: 31.03.2010 : : 9,99,980 100%

NA

NA

NA

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad HARI NARAYAN RATHI MANAGING DIRECTOR

23
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

AUDITORS REPORT TO THE BOARD OF DIRECTORS OF M/s B.N.RATHI SECURITIES LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2010.

We have audited the attached consolidated Balance Sheet of M/s B.N.RATHI SECURITIES LIMITED and its Subsidiary Company as at 31st March, 2010,the Consolidated Profit & Loss Account and the Consolidated Cash Flow Statement for the year ended on that date annexed thereto. These Consolidated financial statements are the responsibility of the M/s.B.N.RATHI SECURITIES LIMITEDs management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that the consolidated financial statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 on consolidated Financial Statements issued by the Institute of Chartered Accountants of India, on the basis of the individual financial statements of M/s. B.N.RATHI SECURITIES LIMITED and its Subsidiary M/s.B.N.RATHI COMTRADE PRIVATE LIMITED included in the consolidated financial statements. In our opinion and to the best of our information and according to the explanations given to us and on consideration of the separate audit reports on individual audited financial statements of M/s. B.N.RATHI SECURITIES LIMITED and its Subsidiary M/s.B.N.RATHI COMTRADE PRIVATE LIMITED, in our opinion, the consolidated financial statements read with Significant Accounting Policies and Notes on the consolidated accounts give a true and fair view in conformity with the accounting principles generally accepted in India. (i) (ii) (iii) in the case of the Consolidated Balance Sheet, of the State of Affairs of the Company and its subsidiary, as at 31st March, 2010 and in case of the Consolidated Profit and Loss Account, of the Profit of the Company and its subsidiary for the year ended on that date and in the case of the Consolidated Cash Flow Statement, of the Cash Flows of the Company and its subsidiary for the year ended on that date.

For KALYANDAS & Co. Chartered Accountants. (Registration No.01677F)

Date : 29.07.2010 Place : Hyderabad

(G.KALYANDAS) Partner Membership No.:7102

24
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2010 As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

Schedule SOURCES OF FUNDS 1. SHAREHOLDERS' FUNDS a) Share Capital b) preferential Convertible Warrants c) Reserves and Surplus 2. MINORITY INTEREST 3. LOAN FUNDS Secured Loan APPLICATION OF FUNDS 1. Fixed Assets Gross Block Less : Depreciation Net Block 2. Deferred Tax Assets 3. Current Assets, Loans and Advances Current Assets Loans and Advances

(Rupees)

1 2

2,52,00,000 Nil 5,16,37,729 201 2,22,940 7,70,60,870

2,31,20,000 16,50,000 4,27,92,836 NIL 4,65,509 6,80,28,345

3 Total 4 1,85,22,203 98,58,491

86,63,712 19,507

1,96,41,826 77,38,325 1,19,03,501 1,69,533

5 6

16,09,15,688 2,96,45,653 19,05,61,341 11,41,47,441 80,36,249 12,21,83,690 6,83,77,651 Total 7,70,60,870

11,05,64,906 2,17,13,728 13,22,78,634 7,13,95,049 49,28,274 7,63,23,323 5,59,55,311 6,80,28,345

Less : Current Liabilities Provisions Net Current Assets

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

10

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 25

9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

HARI NARAYAN RATHI MANAGING DIRECTOR

B.N.RATHI SECURITIES LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010 For the Year ended 31.03.2010 (Rupees) For the Year ended 31.03.2009 (Rupees)

Schedule INCOME Income from Operations Other Income Interest Income (TDS Rs.7,53,484 -P/y 11,86,400) Total EXPENDITURE Personnel Administrative expenses Brokerage Interest Depreciation Total

6,12,81,443 18,89,311 68,31,935 7,00,02,689

3,67,62,925 3,66,620 71,78,164 4,43,07,709 60,50,821 82,56,114 2,01,34,782 20,14,813 19,53,314 3,84,09,844 58,97,865 19,80,000 29,133 38,88,732 Nil Nill Nil 25,20,000 4,28,274 9,40,458

8 9

91,48,330 1,09,40,558 3,19,28,785 25,57,738 21,20,166 5,66,95,577 1,33,07,112 45,10,000 1,50,026 86,47,086 1 86,47,085 2,16,150 30,24,000 5,02,249 49,04,686

Profit Before Taxation Less: Provision for Taxation - Current Tax - Deferred Tax Profit for the year before Minority Interest Minority Interest Profit for the year Transfer to General Reserves Proposed Dividend on Equity Share Corporate Dividend Tax Tax on Dividend Balance carried to Balance Sheet SIGNIFICANT ACCOUNTING POLICIES 11
AND NOTES ON ACCOUNTS

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 26

9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

HARI NARAYAN RATHI MANAGING DIRECTOR

B.N.RATHI SECURITIES LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2010 PARTICULARS A.CASH FLOW FROM OPERATING ACTIVITIES: Net profit before tax and extraordinary items Adjustments for: Depreciation Interest expenses Interest Income Absorbed Preliminary Expenses written off Loss on Sale of Fixed Assets Operating profit before working capital changes Trade and other Receivable Inventories Trade payable Cash generated from operations Less : Direct Tax paid NET CASH FLOW FROM OPERATING ACTIVITIES B.CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Fixed Assets Sale of Fixed Asset Interest Received Investment in equity shares of subsidiary company (BNRCPL) NET CASH FLOW FROM INVESTING ACTIVITIES C.CASH FLOW FROM FINANCING ACTIVITIES: Interest paid Proceeds from preferential issue of warrants Proceeds from preferential issue of equity Shares Share Premium Proceeds /(Repayment) of secured Loan Payment of Dividend &Taxes Net cash used in financing activities Net cash flow during the year A+B+C Add : Cash and Cash equivalents as at 01-4-2009 Cash and Cash equivalents as at 31-3-2010

(Amount in Rs '000)

2009-2010
13307 2120 2558 (6832) 76 (98) 11131 (34913) 255 42752 19225 (4073) 15152 (3232) 4450 6274 (500) 6992 (2558) 0 1622 2496 (243) (2948) (1631) 20513 54390 74903

2008-2009
5898 1953 2015 (7178) 0 0 2688 (1614) 24 (70614) (69516) (1849) (71365) (1512) 5 5751 0 4244 (2014) 1320 0 0 (218) (2705) (3617) (70738) 125104 54366

Note : Previous Year's figures have been re-arranged and re-grouped where ever necessary. * Includes balances in unpaid dividend bank accounts, which are not available for the Company.

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 27

9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

HARI NARAYAN RATHI MANAGING DIRECTOR

B.N.RATHI SECURITIES LIMITED

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET
As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

SCHEDULE NO.1 SHARE CAPITAL Authorised : 5000000 Equity Shares Rs.10/- each Issued, Subscribed and paid up : 2520000 Equity Shares Rs.10/- each (P/Y 2312000 Equity Shares Rs.10/- each) Total

5,00,00,000 2,52,00,000 2,52,00,000

5,00,00,000 2,31,20,000 2,31,20,000

SCHEDULE NO.2 RESERVES AND SURPLUS Capital Reserve(on consolidation) Share Preimum Account General Reserve Opening balance - P & L A/c Add / (Less): Income Tax of earlier years 14,90,400 1,22,40,000 2,16,150 2,98,000 97,44,000 Nil

3,27,50,836 35,655 3,27,86,491 Add : Transfer from Profit & Loss A/c 49,04,686 Total SCHEDULE NO.3 SECURED LOAN Vehicle Loan (Bearing Interest Secured on hypothecation of Vehicle) Total

3,20,64,508 (2,54,130) 3,18,10,378 9,40,458 3,76,91,177 3,27,50,836 5,16,37,727 4,27,92,836

2,22,940

4,65,509

2,22,940

4,65,509

28
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

SCHEDULE NO.4

FIXED ASSETS
Gross Block Addition Rs. Rs. Rs. Deletion Deletion As at 01.04.'09 Rs. As at 31.3.'10 Rs. Upto 01.04.'09 Rs. For the year Rs. As At 31.3.'10 Rs. Depreciation Net Block As At 31.3.'10 Rs. As At 31.3.'09 Rs.

Description

1.Plant & Machinery a) Computers & Software 4697063 477635 127000 3231324 3625514 1706345 1129025 4352000 295920 3232377 1512381 4352000 18522203 30154 19641826 Nil Nill 295920 Nil 4352000 Nil Nil 27630 7738325 5809406 618976 Nil 1748001 387225 260915 Nil 1967260 920663 149252 202262 Nil 37319 2120166 1953315 7800 Nil 3633314 2060977 284013 124000 Nill 3355324 930625 323949 Nil Nil 127000 56077 14185 Nil Nill Nil Nil Nil Nil Nill Nil 24396 29100 Nil 506735 228380 35126 Nil 2191586 Nil 6888649 3126748 1074060 Nil

4200808 263506 70262 1254574 2344990 1069915 589487 Nil 64949 9858491

2687841 243229 56738 2100750 1288324 897345 1158514 Nil 230971 8663712 7738325 11903501

1570315 249255 70923 2300699 1564537 785682 741800 4352000 268290 11903501 12350193

b) Air Conditioner

c) Photo Copier

B.N.RATHI SECURITIES LIMITED

29

d) VSATs

2.Furniture & Fixtures

3.Office Equipment

4.Vehicles

5.Land

6.Generator

Total

19641826

Previous year

18159599

B.N.RATHI SECURITIES LIMITED

SCHEDULE NO.5
As at 31.03.2010 (Rupees) A) CURRENT ASSETS 1. Accrued Interest 2. Cash on hand 3. Balances with Non Scheduled Banks 4. Balances with Scheduled Banks 5. Fixed Deposits (FDRs with Banks for Bank Guarantees) 6. Fixed Deposit (FDRs with HDFC Bank for OD aganist FD ) 8. Fixed Deposits (FDRs with NSEIL-CD) 9. Fixed Deposits (FDRs with BSE) 10. Additional Base Capital with NSE 11. Initial Margin Deposits with IL&FS for F&O 12. Initial Margin Deposits with IL&FS-CD TOTAL No. of Shares (Qty) B)STOCK-IN-TRADE (Listed ) (Stock In Trade valued at cost) BNR Udyog Ltd. UN-LISTED Mahesh Vidya Bhavan Ltd Hyderabad Stock Exchange Ltd TOTAL
Aggregate Market Value of Listed Shares C) Amount Receivable from Clients

As at 31.03.2009 (Rupees)

31,46,169 16,771 2,00,81,068 66,30,792 2,36,42,508 2,27,31,694 8,00,000 10,00,000 21,29,000 3,39,63,762 4,00,000 11,45,41,764 As at 31.03.2010 (Rupees) No. of Shares (Qty)

29,31,723 13,995 1,00,80,077 41,05,845 1,58,65,626 2,25,00,000 8,00,000 10,00,000 25,29,000 2,69,14,000 10,00,000 8,77,40,266 As at 31.03.2009 (Rupees)

Nil

Nil

60000

2,55,000

20000 10000

2,00,000 10,000 2,10,000 Nil

20000 10000

2,00,000 10,000 4,65,000 3,88,800

& Stock Exchanges

(Considered good, Secured against share and outstanding for a period) less than Six months

4,61,63,924 4,61,63,924

2,23,59,640 2,23,59,640

TOTAL

30
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

SCHEDULE NO.6
LOANS AND ADVANCES (Unsecured, considered good and outstanding for a period of more than six months receivable in cash or kind for value to be received) I) Staff Advances 2,34,500 II) Income Tax & TDS 40,73,484 III) Income Tax Refundable 3,54,089 IV) Deposits a) NSEIL & NSCCL (Interest Free ) 41,00,000 b) NSEIL Membership Deposit 9,00,000 c) NSEIL Future Segment Deposit 8,00,000 d) NSE Currency Derivatives Segment Deposit 2,00,000 e) BSE Membership Deposit 1,00,00,000 f) Lease Line Deposit 2,40,959 g) BSE Membership Security Deposit 5,00,000 h) BSE Base Capital adequacy Deposit 5,00,000 i) BSE Brokers contigency Fund 2,50,000 j) BSE VSAT Deposit 2,50,000 k) MCX (Interest Free) Security Deposit 15,00,000 l) MCX Membership 20,00,000 m) NCDEX (Interest Free) Security Deposit 15,00,000 n) NCDEX Membership 5,00,000 o) Rent Deposit 5,00,000 p) Other Deposits 6,14,828 V) Prepaid Expenses 6,27,793 TOTAL 2,96,45,653

1,09,000 16,86,401 2,68,558 41,00,000 9,00,000 8,00,000 2,00,000 1,00,00,000 4,00,000 5,00,000 5,00,000 2,50,000 3,70,000 Nil Nil Nil Nil 5,00,000 6,33,208 4,96,561 2,17,13,728

SCHEDULE NO.7
CURRENT LIABILITIES
1) Sundry Creditors-Clients 2) VSATs Deposits 3) Creditors - Suppliers & Services 4) Outstanding Liabilities 5) Initial Margin IL&FS 6) Clients Margin Deposits 7) Un-Paid Dividend PROVISIONS: 1) Income Tax 2) Proposed Dividend 3) Tax on Dividend TOTAL 6,15,46,307 23,25,182 16,76,393 10,79,400 1,44,36,336 3,20,50,066 10,33,757 45,10,000 30,24,000 5,02,249 12,21,83,690 2,41,21,324 19,95,282 34,29,366 14,29,077 89,17,000 3.06.39.500 8,63,500 19,80,000 25,20,000 4,28,274 7,63,23,323

SCHEDULES FORMING PART OF PROFIT AND LOSS ACCOUNT For the Year ended 31.03.2010 (Rupees) SCHEDULE NO.8 PERSONNEL EXPENDITURE 1. Managerial Remuration 2. Salaries & allowances 3. Medical reimbursement 4. Staff Welfare 5. Bonus & Gratuity 6. Provident Fund Contribution TOTAL For the Year ended 31.03.2009 (Rupees)

12,60,000 68,99,859 83,296 1,52,760 3,33,410 4,19,005 91,48,330

12,77,000 38,36,157 72,267 74,553 4,04,523 3,86,321 60,50,821

31
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

For the Year ended 31.03.2010 (Rupees) SCHEDULE NO. 9 ADMINISTRATIVE EXPENSES Rent, Rates & Taxes Printing & Stationery Postage & Courier Charges Conveyance Travelling Expenditure Telephone Charges Advertisement Expenses Remuneration to Auditors: Statutory Audit Fee Other Services Internal Audit fee Registrar & Share Transfer agency Charges VAST Charges Demat & Other Transaction Charges Subscription & Membership Fee Annual Maintenance Charges Professional Fee & Consultancy Fee Listing, Filing/Reg. & Renewals Directors' Sitting Fee Electricity Charges Generator Maintainance Charges Vehicle Maintenance Office Maintenance Repairs & Maintenance Stock Exchange Charges & SEBI Fee Bank Commission & Charges Business Promotion Insurance Legal Expenses Leased Line Charges Bad debts written off Donations CDSL Charges CTCL Net work Charges Other expenses TOTAL 14,49,072 7,42,105 6,04,683 23,171 1,10,702 3,75,414 54,234 50,000 1,81,600 1,56,626 37,854 2,58,943 3,69,261 2,73,886 5,00,898 4,38,697 2,40,484 40,500 3,91,960 21,484 3,08,873 2,06,670 86,235 3,76,263 12,62,578 4,61,344 1,60,911 31,390 10,24,659 3,33,775 71,000 38,474 2,20,404 36,410 1,09,40,560 8,04,423 5,78,516 3,67,996 22,195 1,76,947 3,33,720 49,887 33,090 92,586 1,03,055 40,698 3,05,956 1,92,427 1,74,771 4,41,150 1,34,129 1,47,659 18,000 3,12,886 32,428 1,83,763 1,47,771 71,949 3,48,208 9,02,711 46,842 2,15,682 17,677 8,55,640 10,64,170 5,000 Nil Nil 34,182 82,56,114 For the Year ended 31.03.2009 (Rupees)

SCHEDULE 10
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON CONSOLIDATED ACCOUNTS: 1. Basis of Preparation : The consolidated financial statements of B.N. Rathi Securities Limited and its subsidiary company B N Rathi Comtrade Private Limited are prepared under the historical cost convention, applicable Accounting Standards and in accordance with the requirements of the Companies Act, 1956.

32
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

2. Principles of consolidation : The financial statements of B N Rathi Comtrade Private Limited are drawn up to the same reporting date as of the company. Comparative Previous year figures in the consolidated financial statements do not include the figures of B N Rathi Comtrade Private Limited which has became subsidiary company during the financial year 2009-10. The consolidated financial statements have been prepared on the following basis: The financial statements of the Company and its subsidiary M/s. B N Rathi Comtrade Private Limited have been prepared on a line-by-line consolidation by adding together like items of assets, liabilities, income and expenses as per the audited financial statements of the respective companies. ii) Inter-company balances, transactions and unrealized profits / losses ( if any ) have been eliminated. iii) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as the Companys individual financial statement. iv) Minority interest consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the company in the subsidiary company and further movements (if any) in their share in equity subsequent to the dates of investments. v) There is no short/ excess of cost to the Company of its investment in subsidiary company over its share of the equity of the subsidiary company. Hence there is no Goodwill or Capital Reserve on account of consolidation in the consolidated financial statements. Taxes on Income: Current tax is deter mined on taxable income for the period Rs 45.10 Lakhs. Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred Tax assets on difference between WDV of assets as per Companies Act and Income tax Act is Rs 19,507/Contingent Liability: on behalf of the company and its subsidiary, HDFC Bank & Karur Vysya Bank have given Bank Guarantees of Rs 435 Lakhs (Previous Year Rs 300 Lakhs) to NSCCL ,BSE, IL&FS, MCX and NCDEX. As required by Accounting Standard 20 Earning Per Share issued by Institute of Chartered accountants of India (ICAI) ,basic earning per share has been calculated by dividing net profit after tax weighted average number of equity shares outstanding during the year as per details given below: Current Year Previous Year 2009-2010 2008-2009 Profit as per Profit and Loss Account 86,47,085 38,88,732 Weighted average number of shares used in computing basic earnings per equity share 25,20,200 2312000 Basic & Diluted earnings per share (Rs) 3.43 1.68 (on nominal value of Rs 10/- per share Other Significant Accounting Policies & Notes to Accounts: These are set out in the Significant Accounting policies and Notes to Accounts of the Financial Statements of the Company and its Subsidiary Company. Figures of the previous year have been regrouped or re-arranged wherever considered necessary. i)

3.

4.

5.

7.

8.

Signatures to Schedule 1 to 10 vide our seperate report of even date For KALYANDAS & CO., For and on behalf of the Board Chartered Accountants LAXMINIVAS SHARMA CHAIRMAN G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 33
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

HARI NARAYAN RATHI MANAGING DIRECTOR

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

DIRECTORS REPORT To The Members of M/s. B N RATHI COMTRADE PRIVATE LIMITED Yours Directors are pleased in presenting the 2nd Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2010 OPERATIONS: During the year, the company has acquired the membership of Multi Commodity Exchange of India Limited through transfer of Membership from Mr. Chetan Kumar Rathi, director of the company for Rs.20 Lakhs. During the year, the company also obtained the Membership of National Commodity and Derivatives Exchange Limited. The Commodity Business started in the month of March, 2010. DIVIDEND: Your directors express their inability to recommend any dividend for the financial year 2009-2010 PUBLIC DEPOSITS: Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE: The information pursuant to Section 217 (i) (e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the report of Directors) Rules, 1988 has not been given as the same is not applicable. The particulars regarding income and expenditure in Foreign Currency is nil. PARTICULARS OF EMPLOYEES: As the Company is not having any employee during the year under review, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable. AUDITORS: M/s. Kalyanda & Co., Statutory Auditors, retire at the conclusion of the 2nd Annual General Meeting and being eligible offers themselves for re-appointment for the financial year 2010-2011. DIRECTORS RESPONSIBILITY STATEMENT: As required under Section 217 (2AA) of the Companies Act, 1956, Directors of your Company hereby state and confirm that: (i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. (ii) That 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 and of the loss of the company for that period. (iii) That the directors had 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) That the directors had prepared the annual accounts on a going concern basis.

34
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

INCREASED AUTHORISED CAPITAL During the year, the company has increased its Authorized Share capital from Rs.25 lakhs to Rs.1 Crore. Expenses of Rs.29,250/- incurred in connection with increase in authorized capital has been debited to Profit and Loss account. ISSUE OF EQUITY SHARES During the year, the company has issued 950000 Equity Shares of Rs.10 each to B. N. Rathi Securities Limited which were fully paid consequent to which the company has become subsidiary of B.N. Rathi Securities Limited PERSONNEL: The relations between the management and the staff were very cordial throughout the year. ACKNOWLEDGMENT: The Board desires to place on record its sincere appreciation for the support and co-operation that the company received from the strategic partners, bankers, auditors, and all others associated with the company. The company has always looked upon them as partners in its progress. It will be the companys endeavour to build and nurture strong links with trade based on mutuality, respect and co-operation. FOR B N RATHI COMTRADE PRIVATE LIMITED Place Date : Hyderabad : 29.07.2010

HARI NARAYAN RATHI DIRECTOR

CHETAN RATHI DIRECTOR

35
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

AUDITORS REPORT
To. The Members of B N Rathi Comtrade Private Limited, We have audited the attached Balance Sheet of M/s B N RATHI COMTRADE PRIVATE LIMITED as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statements. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that: a) b) c) d) We have obtained all the information and explanations, which, to the best of our knowledge and belief,were necessary for the purpose of our audit. In our opinion, proper books of account as required by law, have been kept by the Company so far as it appears from our examination of the same. The Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report, are in agreement with the Books of Account of the Company. In our Opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 subject to Notes on Accounts. As per the representations made by the Company and all its Directors, no Director is disqualified from being appointed as Director U/s 274(1)(g) of the Companies Act, 1956. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes on the accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: in the case of the Balance Sheet, of the State of Affairs of the Company, as at 31st March, 2010 and (ii) in case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date and (iii) in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date. (i) g) As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us we further report the matters to the extent applicable as under:

e) f)

36
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets of the Company have been physically verified by the management at the year end and no serious discrepancies were noticed on such verification. Fixed Assets disposed off during the year are not material and therefore do not affect the going concern assumption. As per the information and explanations given to us, the company did not held any Inventory during the year. a) The Company has not granted secured or unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of the Act. b) The Company has not obtained unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act. In our opinion there are internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for sale of stock (shares) and services requires Improvement. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control systems. In our opinion and according to the explanation given to us, the particulars of Contracts or arrangements required to be entered in the register under Section 301 of the Companies Act, 1956 have been entered and transactions aggregating during the Financial year to Rupees Five Lakhs or more in respect of each party have been made at prices which are reasonable having regard to prevailing market prices for such securities or the prices at which transactions for similar securities or services have been made with other parties. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant Provisions of the Companies Act, 1956 and the Rules framed there under. The Company does not have system of internal audit. The Central Government has not prescribed the maintenance of cost records under clause (d) of the sub-section (1) of Section 209 of the Act for any of its products. The Company is regular in depositing with appropriateauthorities undisputed amount of Provident Fund, Investor Education and Protection Fund, Income Tax, Service Tax and other statutory dues as applicable and no undisputed amounts payable are outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable. The Company has no accumulated losses as at 31st March, 2010 and it has not incurred cash losses in the financial year under report or in the immediately preceeding financial year. The Company has not defaulted in repayment of dues to any financial institutions or banks. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The Company is not a chit fund, nidhi or mutual benefit fund/society.

2)

3)

4)

5)

6)

7) 8)

9)

10)

11) 12)

13)

37
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

14) The Company is a Member of MCX and NCDEX, renders services for investors in purchase and sale of commodities. The Company has maintained proper records of the transactions and timely entries have been made therein. 15) According to the information and explanations given to us and the representations made by the management, the Company has not given any guarantee for Loans taken by others from Banks or Financial Institutions. 16) 17) The Company has not obtained any term loans during the year. On the basis of our examinations of the books of account and the information and explanations given to us, in our opinion the funds raised on short-term basis have not been used for long term investment. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. The Company has not issued any debentures during the year. The Company has not raised any money by public issues during the year. According to the explanation and information given to us, based upon the audit procedures performed and representations made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit.

18)

19) 20) 21)

For KALYANDAS & Co. Chartered Accountants. (Registration No.01677F)

Date : 29.07.2010 Place : Hyderabad

(G.KALYANDAS) Partner Membership No.:7102

38
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2010 As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

Schedule SOURCES OF FUNDS 1. SHAREHOLDERS' FUNDS a) Share Capital b) Reserves and Surplus 2. LOAN FUNDS Secured Loan 3. DEFERRED TAX LIABILITY APPLICATION OF FUNDS 1. Fixed Assets Gross Block Less : Depreciation Net Block 2. Current Assets, Loans and Advances Current Assets Loans and Advances

(Rupees)

1 2

1,00,00,000 1,079 Nil 4,093 1,00,05,172

5,00,000 Nil Nil Nil 5,00,000

Total 3 1,51,530 4,314

1,47,216

Nil Nil Nil

4 5

99,14,037 56,51,104 1,55,65,141 56,97,185 10,000 57,07,185 98,57,956 Nil

4,23,764 Nil 4,23,764 Nil Nil Nil Nil 76,236

Less : Current Liabilities Provisions Net Current Assets

4. Miscellaneous Expenditure (to the extent not written off or adjusted)

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

Total 9

1,00,05,172

5,00,000

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

HARI NARAYAN RATHI DIRECTOR G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad 39
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

CHETAN RATHI DIRECTOR

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

Schedule INCOME Income from Operations Other Income Interest Income (TDS Rs.3,821) Total

For the Year ended 31.03.2010 (Rupees)

For the Year ended 31.03.2009 (Rupees)

2,36,373 78,695 46,771 3,61,839

Nil Nil Nil Nil

EXPENDITURE Administrative expenses Brokerage Depreciation Total Profit Before Taxation Less: Provision for Taxation - Current Tax - Deferred Tax Profit After Taxation Balance carried to Balance Sheet SIGNIFICANT ACCOUNTING POLICIES 9
AND NOTES ON ACCOUNTS

1,98,373 1,43,980 4,314 3,46,667 15,172 10,000 4,093 1,079 1,079

Nil Nil Nil Nil Nil Nil Nil Nil Nil

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

HARI NARAYAN RATHI DIRECTOR G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad CHETAN RATHI DIRECTOR

40
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2010 PARTICULARS A.CASH FLOW FROM OPERATING ACTIVITIES: Net profit before tax and extraordinary items Adjustments for: Depreciation Interest expenses Interest Income Operating profit before working capital changes Trade and other Receivable Inventories Trade payable Cash generated from operations Less : Direct Tax paid NET CASH FLOW FROM OPERATING ACTIVITIES B.CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Fixed Assets Interest Received NET CASH FLOW FROM INVESTING ACTIVITIES C.CASH FLOW FROM FINANCING ACTIVITIES: Interest paid Proceeds from issue of Equity Shares Preliminary Epenses Preliminary Epenses absorbed by B N Rathi Securities Ltd. Advance received from B N Rathi Securities Ltd. Net cash used in financing activities Net cash flow during the year A+B+C Add : Cash and Cash equivalents as at 01-4-2009 Cash and Cash equivalents as at 31-3-2010

(Amount in Rs)

2009-2010
15172 4314 1084 (46771) (26201) (6759631) Nil 5659685 (1126147) (3821) (1129968) (151530) 23478 (128051) (1084) 9500000 Nil 76236 37500 9612652 8354633 23764 8378397

2008-2009
Nil Nil Nil Nil Nil (400000) Nil Nil Nil Nil (400000) Nil Nil Nil Nil 500000 (76236) Nil Nil 423764 23764 Nil 23764

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

HARI NARAYAN RATHI DIRECTOR G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad CHETAN RATHI DIRECTOR

41
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

SCHEDULES FORMING PART OF THE BALANCE SHEET As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

SCHEDULE NO.1 SHARE CAPITAL Authorised : 1000000 Equity Shares Rs.10/- each (P/Y 250000 Equity Shares Rs.10/- each) Issued, Subscribed and paid up : 1000000 Equity Shares Rs.10/- each (P/Y 50000 Equity Shares Rs.10/- each) Total

1,00,00,000

25,00,000

1,00,00,000 1,00,00,000

5,00,000 5,00,000

SCHEDULE NO.2 RESERVES AND SURPLUS Opening balance - P & L A/c Add : Transfer from P & L A/c Total Nil 1,079 1,079 1,079 Nil Nil Nil Nil

SCHEDULE NO.3 FIXED ASSETS

Gross Block Description 1.Plant & Machinery a) Computers & Software b) VSATs Total Previous year Nil As at 01.04.'09 Rs. Nil Nil Addition Rs. 27530 124000 151530 Nil As at 31.3.'10 .Rs. 27530 124000 151530 Nil Upto 01.04.'09 Rs. Nil Nill Nil Nil Depreciation For the year Rs. 392 3922 4314 Nil As At 31.3.'10 Rs. 392 3922 4314 Nil Net Block As At 31.3.'10 Rs. 27138 120078 147216 Nil As At 31.3.'09 Rs. Nil Nil Nil Nil

42
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

As at 31.03.2010 (Rupees) As at 31.03.2009 (Rupees)

SCHEDULE NO.4 A) CURRENT ASSETS

Accrued Interest Cash on hand Balances with Non Scheduled Banks Fixed Deposits (FDRs with Banks for Bank Guarantees) 5. Fixed Deposit (FDRs with HDFC Bank for OD aganist FD ) TOTAL
B) Amount Receivable from Clients

1. 2. 3. 4.

23,292 Nil 23,78,397 35,00,000 25,00,000 84,01,689

Nil Nil 23,764 Nil Nil 23,764

& Stock Exchanges

(Considered good, unsecured and outstanding for a period less than Six months)

15,12,347 15,12,347

Nil Nil

TOTAL

SCHEDULE NO.5
LOANS AND ADVANCES
(Unsecured, considered good and outstanding for a period of more than six months receivable in cash or kind for value to be received) I) TDS II) Deposits a) MCX (Interest Free) Security Deposit b) MCX Membership c) NCDEX (Interest Free) Security Deposit d) NCDEX Membership e) Prepaid Expenses f) Amount Received from Directors TOTAL 3,821 15,00,000 20,00,000 15,00,000 5,00,000 1,47,283 Nil 56,51,104 Nil Nil Nil Nil Nil Nil 4,00,000 4,00,000

SCHEDULE NO.6
CURRENT LIABILITIES
1) 2) 3) 4) Sundry Creditors-Clients VSATs Deposits Creditors - Suppliers & Services Outstanding Liabilities 54,98,396 1,33,066 37,500 28,223 Nil Nil Nil Nil

PROVISIONS: 1) Income Tax TOTAL

10,000 57,07,185

Nil Nil

SCHEDULE NO.7
MISCELLANEOUS EXPENDITURE
Preliminary Expenses Nil 76,236

43
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

For the Year ended 31.03.2010 (Rupees) SCHEDULE NO. 8 ADMINISTRATIVE EXPENSES Printing & Stationery Subscription & Membership Fee Transaction Charges Statutory Audit Fee Professional Fee Listing, Filing/Reg. & Renewals Band with charges Professional Fee Bank Commission & Charges Interest Insurance TOTAL Schedule : 9 Significant Accounting Policies and Notes forming part of Accounts for the Year ending 31-3-2010 A. SIGNIFICANT ACCOUNTING POLICIES 1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS. The Financial Statements are prepared on historical cost convention, on going concern basis, on accrual basis and in accordance with the applicable accounting standards. 2. INCOME/ EXPENSES: Items of Income and Expenditure are on accrual basis subject to notes on accounts. 3. FIXED ASSETS : Fixed Assets are valued at cost less accumulated depreciation 4. DEPRECIATION : Depreciation on fixed assets has been provided on Written Down Value Method as per the rates and in the manner prescribed under schedule XIV of the Companies Act, 1956. Depreciation on fixed assets additions during the year on pro-rata basis 5. INVESTMENTS: The company has not made any Investments during the period. 6. SUBSIDIARY: During the year, the company has issued 950000 equity Shares of Rs.10/- each to M/s. B. N. Rathi Securities Limited which were fully paid consequent to which the company has become subsidiary of M/s. B.N. Rathi Securities Limited. 16,450 98,438 3,309 14,000 5,515 33,750 4,903 12,500 5,854 1,084 2,570 1,98,373 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil For the Year ended 31.03.2009 (Rupees)

44
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

B. NOTES FORMING PART OF ACCOUNTS 1. Information required to be furnished pursuant to clauses 4A, 4C and 4D of Para II Schedule VI of the Companies Act, 1956 is not provided as the same is not applicable to the Company. The Company has made a provision for Income Tax of Rs.10,000.

2.

3. Contingent Liability: on behalf of the company HDFC Bank have given Bank Guarantees of Rs 35 Lakhs (Previous Year Rs Nil) to MCX and NCDEX. 4. During the year, the company has increased its Authorized Share capital from Rs.25 lakhs to Rs.1 Crore. Expenses of Rs.29,250/- incurred in connection with increase in authorized capital has been debited to Profit and Loss account.

5.

During the year, the company has acquired the membership of Multi Commodity Exchange of India Limited through transfer of Membership from Mr. Chetan Rathi, director of the company for Rs.20 Lakhs. And the same has been shown under Loans & Advances. During the year, the company also obtained the Membership of National Commodity and Derivatives Exchange Limited and the amount incurred for Membership Rs.5,00,000/- (excluding service tax ) disclosed under Loans & Advances During the year, Preliminary Expenses of Rs.76,236/- and Expenses Rs.75000/- incurred in connection with increase of authorized capital of the company were taken over by M/s. B. N. Rathi Securities Limited

6.

7.

vide our seperate report of even date For KALYANDAS & CO., Chartered Accountants

For and on behalf of the Board

HARI NARAYAN RATHI DIRECTOR G. KALYANDAS Partner Date : 29.07.2010 Place: Hyderabad CHETAN RATHI DIRECTOR

45
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHICOMTRADE PRIVATE LIMITED B N RATHI SECURITIES LIMITED

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE (Submitted in terms of Part IV of Schedule VI of the Companies Act, 1956)

I.

REGISTRATION DETAILS Registration No. U74900AP2008PTC060088 II.

B/Sheet Date

31

03

2010
Year

Date Month

CAPITAL RAISED DURING THE YEAR (Amount in Rs.) Public Issue Rights Issue N I L N I L Bonus Issue Private Placement N I L 9 5 0 0 0 0 0 III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs.) Total Liabilities Total Assets 1 0 0 0 5 1 7 2 1 0 0 0 5 1 7 2 SOURCES OF FUNDS Paid up Capital Reserves & Surplus 1 0 7 9 1 0 0 0 0 0 0 0 Deferred Tax Liability Secured Loans N I L 4 0 9 3 APPLICATION OF FUNDS Net Fixed Assets 1 4 7 2 1 6 Net Current Assets 9 8 5 7 9 5 6

IV.

V.

PERFORMANCE OF COMPANY (AMOUNT IN RS.) Turnover (Income) Total Expenditure 3 6 1 8 3 9 3 4 6 6 6 7 + + + + Profit /Loss Before Tax Profit/Loss After Tax 1 0 7 9 1 5 1 7 2 Earnings per Share in Rs. Dividend Rate % N I L 0. 0 1 GENERIC NAME OF PRINCIPAL SERVICES OF THE COMPANY(as per monetary terms) N I L Item Code No. (ITC Code) : Product Description : Dealing in Commodities

For and on behalf of the Board HARI NARAYAN RATHI

DIRECTOR Date : 29.07.2010 Place : Hyderabad

CHETAN RATHI
DIRECTOR

46
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

B.N.RATHI SECURITIES LIMITED Regd. Off : 6-3-652,IV Floor Kautilya Amrutha Estates, Somajiguda,Hyderabad - 500082

ATTENDANCE SLIP

24rd Annual General Meeting : 24.09.2010

DP ID
Client ID :______________ Regd.Folio No.__________

Name of Attending Member (Block Letters)

I Certify that I am a registered shareholder/proxy for the registered shareholder of the Company. I hereby record my presence at the 24th ANNUAL GENERAL MEETING of the Company at Rajasthani Graduates Association Hall, 5-4-790/1, 1st floor, Abids,Hyderabad-500001on 24.09.2010

Member's / Proxy's name in Block Letters

Member's / Proxy's Signature

Note : Please fill this attendance slip and hand it over at the ENTRANCE OF THE HALL. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ( TEAR HERE)- - - - - - - - - - - - - - - - - - - - - -- - - - - -- - - B.N.RATHI SECURITIES LIMITED Regd. Off : 6-3-652, IV Floor Kautilya Amrutha Estates, Somajiguda,Hyderabad - 500082

FORM OF PROXY
I/We......................................................................................of............................................................... ............................................................................................................................................................... in the district of .............................................................being a member/members of the above named company hereby appoint .............................................or failing him ....................................................of .........................................in the district of ...................................as my/our proxy to vote for me/us on my/our behalf at the 24thANNUAL GENERAL MEETING of the Company to be held on 24.09.2010 Signed this .................................day ............................2010 Signature............................................................................. Regd. Folio No...................................................................... Affix Revenue Stamp

47
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB

B.N.RATHI SECURITIES LIMITED

Blankpaper

48
9 0 0 2 - 8 0 0 2 t roperlaunnA_RNB