Yunik Managing Advisors Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The members of Yunik Managing Advisors Limited (“the
Company”)

The Directors present the 20^th Annual Report of the
Company together with its Audited Financial Statements for
the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY:

The financial highlights for the year under review are
given below:

('' In Lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	7.50	5.00
Other Income	3.85	0.02
Total Income	11.35	5.02
Less: Total Expense	19.97	37.66
Profit/(Loss) from ordinary activities before tax	(8.62)	(32.64)
Less: Tax Expenses	-	(0.07)
Profit/(Loss) after tax	(8.62)	(32.57)
Total Comprehensive Income for the year	(8.62)	(32.57)

2. FINANCIAL PERFORMANCE & STATE OF
COMPANY''S AFFAIRS:

During the year under review, the total income of the
Company was Rs.3.85/- lakhs as against '' 5.02/-
lakhs in the previous financial year. The Company has
incurred net loss of Rs.8.62/- lakhs as against net loss
of '' 32.57/- lakhs in the previous financial year.

The Company''s performance and outlook for the
year under review has been discussed in detail in
Management Discussion and Analysis which forms a
part of this Report.

3. AMOUNT TRANSFERRED TO RESERVES:

The Directors do not propose to transfer any
amount to reserves for the financial year ended
March 31, 2025.

4. SHARE CAPITAL:

There was no change in the capital structure of the
Company during the financial year under review. The
paid up share capital as on March 31, 2025 was

'' 14,28,77,540/- comprising of 1,42,87,754 Equity
Shares of '' 10/- each.

5. DIVIDEND:

The Directors do not recommend any dividend for the
financial year ended March 31, 2025.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP):

Mr. Srikanth R. Venkatadriagaram (DIN: 07923382)
and Mr. Srikar Gopalrao (DIN: 02116323) continue to
be the Independent Directors of the Company.

Resignation

Mr. Brijgopal Kankani - Company Secretary and
Compliance Officer tendered his resignation w.e.f.
August 14, 2024 the Company Secretary of the
Company. The Board of Directors places on record
its appreciation for the valuable services rendered by
Mr. Brijgopal Kankani during his tenure as a Company
Secretary of the Company.

Retirement by Rotation

Ms. Priyanka Oka retires by rotation and being
eligible, offers herself for re-appointment. A resolution
seeking members'' approval for her re-appointment
forms part of the Notice.

Key Managerial Personnel (KMP)

Mr. Sagar Shah was appointed as a Company
Secretary w.e.f May 2, 2025

7. DECLARATION FROM INDEPENDENT DIRECTORS:

All the Independent Directors have given their
respective Declaration of Independence, as required
under Section 149(7) of the Companies Act, 2013,
stating that they meet the criteria of independence
as specified in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''the
Listing Regulations''). In the opinion of the Board,
they fulfil the conditions of independence as specified
in the Act and the Listing Regulations and are
independent of the management.

8. NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS:

The Board met 5 (Five) times during the year
under review. The details of Board meetings held
and attendance of the Directors are provided in the
Corporate Governance Report forming part of this
Report.

9. COMMITTEE OF THE BOARD:

The Company has three broad -level Committees
which are appended below:

1. Audit Commitee

2. Nomination and Remunaration Committee.

3. Stakeholders Relationship Committee

The Information pertaining to aforementioned
Committees are furnished in the Corporate
Governance Report, which forms part of Directors''
Report.

The Board accepted the recommendations of the
Audit Committee whenever as may be require.

10. COMPANY''S POLICY RELATING TO DIRECTORS''
APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES:

The Company has adopted Nomination and
Remuneration Policy for identification, selection and
appointment of Directors, Key Managerial Personnel
and Senior Management Personnel of the Company.
The Policy provides criteria for fixing remuneration of
the Directors, Key Managerial Personnel and Senior
Management Personnel of the Company. The Policy
enumerates the powers, roles and responsibilities of
the Nomination and Remuneration Committee. The
Remuneration Policy is appended to this report as
Annexure A.

11. MANAGERIAL REMUNERATION AND OTHER
DETAILS:

The information required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is furnished in the
Annexure B to this report.

12. EVALUATION OF THE PERFORMANCE OF THE
BOARD:

In terms of the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
annual evaluation of the performance of the Board,
its Committees and of individual Directors was
carried out with a structured questionnaire covering
various aspects of the Board functioning such as
composition of the Board and its Committees, Board
culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate
the performance of individual Directors, who were
evaluated on factors such as level of participation,

independence of judgment, interpersonal relationship,
etc. On the basis of evaluation exercise, the Board is
of the view that the Board and its Committees operate
effectively.

13. VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy
to provide a formal mechanism to the Directors and
employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the
Company''s Code of Conduct. The Policy provides
for adequate safeguards against victimization of
employees who avail of the mechanism and also
provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of
the Company have been denied access to the Audit
Committee. The Policy is available on the website of
the Company at https://www.essar.com/compliance/
investors/yunik-managing-advisors-ltd/.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act,
2013, the Directors to the best of their knowledge
state that:

a) in the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b) the directors have 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 March 31, 2025
and of the profit of the Company for that period;

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

d) the directors have prepared the accounts for the
financial year ended March 31, 2025 on a going
concern basis;

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

f) the directors have devised proper systems to
ensure compliance with the provisions of all

applicable laws and that such systems were
adequate and operating effectively;

15. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There were no material changes and commitments
affecting the financial position of the Company
occurred between the end of the financial year to
which this Financial Statements relate and on the date
of this Report.

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

Considering the nature of business of the Company,
the information required under Section 134 (3)(m)
of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014 relating to conservation of
energy and technology absorption is not applicable.
There were no foreign exchange earnings or outgo
during the period under review.

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

There are no women employees in the Company.
Accordingly, the said provisions are not applicable to
the Company.

18. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act,
2013 are not applicable to the Company.

19. LOANS, GUARANTEES, SECURITIES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The Company has not provided any loans,
guarantees, securities or made investments covered
under Section 186 of the Companies Act, 2013.

20. RELATED PARTIES TRANSACTIONS:

In line with the requirements of the Companies Act,
2013 and Listing Regulations, the Company has
formulated a Policy on Related Party Transactions
which is available on Company''s website at https://
www.essar.com/compliance/investors/vunik-managing-
advisors-ltd/.

During the financial year 2024-25, the Company does
not have related parties. Therefore the Company has
not entered into any transactions with related parties.

21. DEPOSITS:

During the year under review, the Company has
not accepted any deposits within the meaning of
Chapter V of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014.

22. STATUTORY AUDITORS AND THEIR REPORT:
Statutory Auditors

M/s. A. P. Rajagopalan & Co. Chartered Accountants
(Firm registration number: 0108421W) have been
reappointed as the Statutory Auditors of the Company,
vide resolution passed by Shareholders at the Annual
General Meeting (AGM) of the Company held on July
18, 2022 and hold this office for a period of 5 (Five)
consecutive years till the conclusion of the AGM held
in the year 2027.

Statutory Auditors'' Report

The Auditors'' Report for the financial year ended
March 31 2025, do not contain any qualification or
reservation or adverse remark.

There were no frauds reported by the Auditors under
the provisions of Section 143(12) of the Companies
Act, 2013.

23. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mayank Arora (Membership
No. FCS 10378), Prop. M/s. Mayank Arora & Co.,
Practicing Company Secretaries, were appointed as
the Secretarial Auditors to carry out the secretarial
audit of the Company for the financial year 2024-25.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial
Auditors in Form No. MR-3 is annexed with this
Report as Annexure C. There are no qualifications,
reservations or adverse remarks made by Secretarial
Auditors in their Report. However, there are few
observations made by Secretarial Auditors. The
below are the replies to the observations made by
Secretarial Auditors:

On the basis of Draft Secretarial Audit Report
Reply to observation 1 to 4:

The Company has made efforts to appoint KMPs as
required under the provisions of Section 203 (1) and
203 (3) of the Companies Act, 2013 and Executive
Directors. However commensurate with the Business
operations of the Company, due to lack of response,
the Company unable to get suitable KMPs and
Executive Directors on the Board.

Reply to observation 5:

The Promoter Company, Imperial Consultants and
Securities Limited, is currently undergoing the
Corporate Insolvency Resolution Process (CIRP).
Consequently, the Company has not made the
annual disclosure required under Regulation 31(4)
of the SEBI (Substantial Acquisition of Shares and
Takeovers) (Second Amendment) Regulations,
2019.

Reply to observations 6 to 8:

The Company has put in place adequate internal
controls to ensure utmost compliance pertaining to
Stock Exchange, SEBI, Company Law, etc.

24. RISK MANAGEMENT POLICY:

The Company has framed Risk Management Policy
to identify, evaluate, monitor and minimize identifiable
risks such as strategic, financial, operational,
compliance, legal and regulatory, etc. and to manage
and control risks on a continuous basis.

In terms of Regulation 21(5) of Listing Regulations,
the Risk Management Committee is not applicable to
the Company.

25. INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate system of internal
controls that are commensurate with its size
and nature of business to safeguard and protect
the Company from losses, unauthorised use or
disposition of its assets. All the transactions are
properly authorised, recorded and reported to
the management. The Company is following all
the applicable Accounting Standards for properly
maintaining the books of accounts and ensuring timely
reporting of financial statements.

26. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the
annual return in the prescribed format is available at
https://www.essar.com/compliance/investors/yunik-
managing-advisors-ltd/

27. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

The Company does not have any subsidiary
company or joint venture during the financial year
under review.

28. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest
standards of corporate governance and adhere to
the corporate governance requirements set out by
SEBI. The Company has also implemented several
benchmark corporate governance practices as
prevalent

globally. The Corporate Governance Report, as
stipulated under the SEBI LODR Regulations, forms
an integral part of this Annual Report.

Further, in accordance with the applicable provisions
of Schedule V of the said Regulations, a compliance
certificate issued by Mayank Arora (Membership
No. FCS 10378), Prop. M/s. Mayank Arora & Co.,
Practicing Company Secretaries, confirming that
the Company has complied with the conditions of
corporate governance is annexed herewith and
marked as Annexure ''D''.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively.

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

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

31. ACKNOWLEDGEMENT:

The Directors of the Company express their
appreciation for the continuous support and co¬
operation received from all the stakeholders during
the year.

For and on behalf of the Board of Directors of
Yunik Managing Advisors Limited

Sd/- Sd/-

Srikanth R. Priyanka Oka

Venkatadriagaram Director

Date: August 8, 2025 Director DIN: 08066379

Place: Mumbai DIN: 07923382

---

Mar 31, 2024

The Directors present the 19^th Annual Report of the Company together with its Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY:

The financial highlights for the year under review are given below:

(Rs. In Lakhs)
Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	5.00	7.20
Other Income	0.02	0.27
Total Income	5.02	7.47
Less: Total Expense	37.66	19.75
Profit/(Loss) from ordinary activities before tax	(32.64)	(12.28)
Less: Tax Expenses	(0.07)	(0.07)
Profit/(Loss) after tax	(32.57)	(12.35)
Total Comprehensive Income for the year	(32.57)	(12.35)

2. FINANCIAL PERFORMANCE & STATE OF COMPANY''S AFFAIRS:

During the year under review, the total income of the Company was '' 5.02/- lakhs as against '' 7.47/-lakhs in the previous financial year. The Company has incurred net loss of '' 32.57/- lakhs as against net profit of '' 12.35/- lakhs in the previous financial year.

The Company''s performance and outlook for the year under review has been discussed in detail in Management Discussion and Analysis which forms a part of this Report.

3. AMOUNT TRANSFERRED TO RESERVES:

The Directors do not propose to transfer any amount to reserves for the financial year ended March 31, 2024.

4. SHARE CAPITAL:

There was no change in the capital structure of the Company during the financial year under review. The paid up share capital as on March 31, 2024 was ''14,28,77,540/- comprising of 1,42,87,754 Equity Shares of ''10/- each.

5. DIVIDEND:

The Directors do not recommend any dividend for the financial year ended March 31, 2024.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Mr. Srikanth R. Venkatadriagaram (DIN: 07923382) and Mr. Srikar Gopalrao (DIN: 02116323) continue to be the Independent Directors of the Company.

Resignation

Ms. Rachana H Trivedi - Company Secretary and Compliance Officer tendered her resignation w.e.f. March 15, 2024 the Company Secretary of the Company. The Board of Directors places on record its appreciation for the valuable services rendered by Ms. Rachana Trivedi during her tenure as a Company Secretary of the Company.

Retirement by Rotation

Ms. Priyanka Oka retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking members'' approval for her re-appointment forms part of the Notice.

Key Managerial Personnel (KMP)

Mr. Brijgopal Kankani was appointed as a Company Secretary w.e.f May 29, 2024

7. DECLARATION FROM INDEPENDENT DIRECTORS:

All the Independent Directors have given their respective Declaration of Independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations''). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 5 (Five) times during the year under review. The details of Board meetings held and attendance of the Directors are provided in the Corporate Governance Report forming part of this Report.

9. COMMITTEE OF THE BOARD:

The Company has three broad -level Committees which are appended below:

1. Audit Commitee

2. Nomination and Remunaration Committee.

3. Stakeholders Relationship Committee

The Information pertaining to aforementioned

Committees are furnished in the Corporate Governance Report, which forms part of Directors'' Report.

The Board accepted the recommendations of the Audit Committee whenever as may be require.

10. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company has adopted Nomination and

Remuneration Policy for identification, selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Policy provides criteria for fixing remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Policy enumerates the powers, roles and responsibilities of the Nomination and Remuneration Committee. The Remuneration Policy is appended to this report as Annexure A.

11. MANAGERIAL REMUNERATION AND OTHER DETAILS:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in the Annexure B to this report.

12. EVALUATION OF THE PERFORMANCE OF THE BOARD:

In terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation of the performance of the Board, its Committees and of individual Directors was carried out with a structured questionnaire covering various aspects of the Board functioning such as composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on factors such as level of participation, independence of judgment, interpersonal relationship, etc. On the basis of evaluation exercise, the Board is of the view that the Board and its Committees operate effectively.

13. VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy is available on the website of

the Company at https://www.essar.com/compliance/ investors/vunik-managing-advisors-ltd/.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have 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 March 31, 2024 and of the profit of the Company for that period;

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

d) the directors have prepared the accounts for the financial year ended March 31, 2024 on a going concern basis;

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

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

15. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year the Company has altered the existing Main Objects Clause III (A) by replacing the same with the following new clause III (A) vide special resolution passed by the shareholders by way of postal ballot through remote E-voting and Postal Ballot Forms the same has been deemed to be approved and passed with the requisite majority on July 24, 2023 which was the last date of E-voting / Receipt of Postal Ballot Forms.

“To carry on the business to act as a consultants and advisers on all matters and problems related to finance, administration, organization, management, commencement of industry, purchasing techniques and business production, purchases, sales, material and cost control marketing, advertisement, publicity, personnel, export and import to and for institutions, concerns, bodies, associations (incorporated or unincorporated) and to be appointed as technical consultants”.

The certificate of registration of the Special Resolution confirming Alteration of Object clause issued by Registrar of Companies, Chennai on August 23, 2023

16. CHANGE OF NAME OF THE COMPANY:

The name of the Company has been changed from Essar Securities Limited to Yunik Managing Advisors Limited under Sections 4, 13 and 14 of the Companies Act, 2013 (“Act”) and rules made thereunder and other applicable provisions, if any, of the Act, including any statutory modification/s or re-enactment/s thereof for the time being in force, Regulation 45 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and vide Special Resolution passed by way of Postal Ballot through remote E-voting and Postal Ballot Forms and the same has been deemed to be approved and passed with the requisite majority on October 18, 2023 which was the last date of E-voting / Receipt of Postal Ballot Forms.

Approval of Central Government signified in writing having been accorded and Certificate of Incorporation pursuant to change of name issued by the Registrar of Companies, Chennai w.e.f. December 11, 2023. Further, the new restated Memorandum of Association and Articles of Association of the Company was adopted vide special resolution passed by the members of the Company at the Annual General Meeting held on July 27, 2023.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and on the date of this Report.

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

Considering the nature of business of the Company, the information required under Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to conservation of energy and technology absorption is not applicable. There were no foreign exchange earnings or outgo during the period under review.

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

There are no women employees in the Company. Accordingly, the said provisions are not applicable to the Company.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

21. LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not provided any loans, guarantees, securities or made investments covered under Section 186 of the Companies Act, 2013.

22. RELATED PARTIES TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which is available on Company''s website at https:// www.essar.com/compliance/investors/vunik-managing-advisors-ltd/.

During the financial year 2023-24, the Company does not have related parties. Therefore the Company has not entered into any transactions with related parties.

23. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

24. STATUTORY AUDITORS AND THEIR REPORT: Statutory Auditors

M/s. A. P. Rajagopalan & Co. Chartered Accountants (Firm registration number: 0108421W) have been reappointed as the Statutory Auditors of the Company, vide resolution passed by Shareholders at the Annual General Meeting (AGM) of the Company held on July 18, 2022 and hold this office for a period of 5 (Five) consecutive years till the conclusion of the AGM held in the year 2027.

Statutory Auditors'' Report

The Auditors'' Report for the financial year ended March 31 2024, do not contain any qualification or reservation or adverse remark.

There were no frauds reported by the Auditors under the provisions of Section 143(12) of the Companies Act, 2013.

25. SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Uma Lodha (Membership No. FCS 5363), Prop. M/s. Uma Lodha & Co. Associates, Practising Company Secretaries, were appointed as the Secretarial Auditors to carry out the secretarial audit of the Company for the financial year 2023-24.

Secretarial Audit Report

A Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure C. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report. However, there are few

observations made by Secretarial Auditors. The below are the replies to the observations made by Secretarial Auditors:

On the basis of Draft Secretarial Audit Report Reply to observation 1&2:

The Company has made efforts to appoint KMPs as required under the provisions of Section 203 (1) and 203 (3) of the Companies Act, 2013 and Executive Directors. However commensurate with the Business operations of the Company, due to lack of response, the Company unable to get suitable KMPs and Executive Directors on the Board.

Reply to observations 3:

The Company is committed to comply the necessary compliance as required under the regulations. Accordingly, as stated under regulation 45(3) of SEBI LODR, the Company had sent Notice and Explanatory Statement to its shareholders seeking approval for change of name. The Company inadvertently skipped to attach the said certificate as required under Regulation 45 of SEBI LODR.

Further, the Company has submitted Certificate pursuant to regulation 45(3) of SEBI LODR with Bombay Stock exchange (BSE) at the time of seeking approval of change of name on the website of BSE.

Reply to observation 4:

Since the said regulation is applicable to the Promotor Company, and hence is not applicable to the Company.

Reply to observation 5 & 6:

The Company has put in place adequate internal controls to ensure utmost compliance pertaining to Stock Exchange, SEBI, Company Law, etc.

25. RISK MANAGEMENT POLICY:

The Company has framed Risk Management Policy to identify, evaluate, monitor and minimize identifiable risks such as strategic, financial, operational, compliance, legal and regulatory, etc. and to manage and control risks on a continuous basis.

In terms of Regulation 21(5) of Listing Regulations, the Risk Management Committee is not applicable to the Company.

26. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate system of internal controls that are commensurate with its size and nature of business to safeguard and protect the Company from losses, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and ensuring timely reporting of financial statements.

27. ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.essar.com/compliance/investors/vunik-managing-advisors-ltd/

28. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary company or joint venture during the financial year under review.

29. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several benchmark corporate governance practices as prevalent globally. The Corporate Governance Report, as stipulated under the SEBI LODR Regulations, forms an integral part of this Annual Report.

Further, in accordance with the applicable provisions of Schedule V of the said Regulations, a compliance certificate issued by Uma Lodha (Membership No. FCS 5363), Prop. M/s. Uma Lodha & Co. Associates, Practising Company Secretaries, confirming that the Company has complied with the conditions of corporate governance is annexed herewith and marked as Annexure ''D''.

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

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

32. ACKNOWLEDGEMENT:

The Directors of the Company express their appreciation for the continuous support and co-operation received from all the stakeholders during the year.

---

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members of Essar Securities Limited,

The Directors have pleasure in presenting the Eleventh Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2016.

FINANCIAL RESULTS:

(Rs. In Lakhs)

Particulars	For the year ended on March 31, 2016	For the year ended on March 31, 2015
Income	65.95	49.39
Less: Expenditure	54.92	40.13
Profit Before Tax	11.02	9.26
Less: Provision for taxation	3.41	2.87
Profit After Tax	8.64	6.39
Balance brought forward from previous year	2221.87	2215.47
Balance carried forward to Balance Sheet	2230.51	2221.87

PERFORMANCE:

During the period under review your company has made a profit of Rs. 11.02 Lacs before making provision for Income tax amounting to Rs. 3.41 Lacs for the current year, thus a net credit balance of Rs. 8.64 Lacs has been transferred to Profit & Loss A/c for the current period.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of business of the Company during the year under review.

AMOUNT TRANSFERRED TO RESERVES:

Your Directors do not propose to transfer any amount to the general reserves.

DIVIDEND:

Your Directors do not recommend any dividend for the year.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

MANAGEMENT DISCUSSION AND ANALYSIS:

There have been a number of causes behind growth of Indian economy in last couple of years. A number of market reforms have been instituted by Indian government and there has been significant amount of foreign direct investment made in India. Much of this amount has been invested into several businesses including knowledge process outsourcing industries. India’s foreign exchange reserves have gone up in last few years. Capital markets of India are doing pretty well too. All these factors have contributed to growth of Indian economy.

(a) INDUSTRY STRUCTURE AND DEVELOPMENT:

Your company provides consultancy services. The focus of the management is to increase its clientele and sustain the existing consultancy business.

(b) OPPORTUNITIES, THREATS, RISKS AND CONCERNS:

In today''s complex business environment, almost every business decision requires executives and managers to balance risk and reward. Effective risk management is therefore critical to an organization''s success. Globalization, with increasing integration of markets, newer and more complex products and transactions and an increasingly stringent regulatory framework has exposed organizations to newer risks. As a result, today''s operating environment demands a rigorous and integrated approach to risk management. Timely and effective risk management is of prime importance to our continued success. Increased competition and market volatility has enhanced the importance of risk management. The sustainability of the business is derived from the following:

i) Identification of the diverse risks faced by the Company.

ii) The evolution of appropriate systems and processes to measure and monitor them.

iii) Risk management through appropriate mitigation strategies within the policy framework.

iv) Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review.

v) Reporting these risk mitigation results to the appropriate managerial levels.

(c) SEGMENT:

The primary segment of the Company is ''Consultancy Services''. Hence segment wise performance is not applicable.

(d) OUTLOOK:

As the Company has major equity investment in Essar Steel India Limited, a company engaged in Steel Business, its operations would also have a bearing on the performance of the Company.

(e) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUENCY:

Your Company has an effective system of accounting and administrative controls supported by an internal audit system with proper and adequate system of internal check and controls to ensure safety and proper recording of all assets of the Company and their proper and authorized utilization. As part of the effort to evaluate the effectiveness of the internal control systems, your Company''s internal audit department reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate and reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings. Based on their recommendations, the Company has implemented a number of control measures both in operational and accounting related areas, apart from security related measures.

(f) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF EMPLOYEES:

During the year the Company maintained cordial relations with the employees of the Company. The Company acknowledges the contributions and services of its employees and wishes to place on record its appreciation of the efforts of the employees.

(g) CAUTIONARY STATEMENT:

The statement in this report, including the Management''s Discussion and Analysis Report, reflects the Company''s projections, estimates, expectations and predictions and contains a forward looking statement that involves risk and uncertainty. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. Actual results, performances of achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only of the expectations as on the date.

DIRECTORS & KMPs:

(a) Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013, Ms. Suparna Singh, Director retires by rotation and being eligible has offered herself for reappointment. Mr. N. B. Vyas, Mr. S. V. Venkatesan and Mr. Sujay Sheth continue to be directors of your Company.

(b) Cessation:

Mr. Neeraj Gupta resigned from the directorship of the Company w.e.f. February 12, 2016. The board wishes to place on record its sincere appreciation for the valuable services rendered by him during his tenure as a director of the Company.

(c) Declaration from Independent Directors:

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149 (7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act and Regulation 16(1) (b) and 25 of Securities and Exchange Board of India Listing Obligations and Disclosure Requirements Regulation 2015 (SEBI LODR Regulations).

(d) Annual Performance and Board Evaluation:

Pursuant to the provisions of Section 178 of the Act, read with Regulation 17 of the Listing Regulations, the Board of Directors carried out an annual evaluation of the performance of the Board as a whole, the Directors individually and the Board''s Report working of the committees of the Board. In a separate meeting of Independent Directors held on February 04, 2016, the performance of Non-Independent Directors, performance of the Board and the performance of the Chairman were evaluated, taking into account the views of all the directors of the Company. This would be further deliberated by the Board to ensure effective implementation of the findings of the evaluation.

(e) Key Managerial Personnel (KMP):

Mr. Ashish Vyas Company Secretary & Compliance officer has resigned on August 5, 2016 as the KMP of the Company. Mr. Girish Vyas continue to be a Chief Financial Officer of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility statement:-

(i) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever applicable;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts for the financial year ended March 31, 2016 on a going concern basis;

(v) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

(vi) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and on the date of the report.

CHANGE IN SHARE CAPITAL:

During the year under review there was no change in the share capital of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of business of your company, the information required under Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts), Rules 2014 relating to Energy Conservation, Technology Absorption is not applicable. There were no foreign exchange earnings or outgo during the period under review.

RISK MANAGEMENT POLICY:

The Company has framed and adopted a Risk Management Policy. The policy framework enables the Company to identify and evaluate risks and opportunities. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Company''s competitive advantage. The risk framework defines the risk management approach across the Company at various levels.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions that were entered into during the financial year were on arm''s length and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company''s website www.essar.com. Detail of material related party transactions are given in the prescribed Form AOC - 2 and is appended to this report as Annexure A.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTISING COMPANY SECRETARY IN THEIR REPORTS:

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors.

Pursuant to Section 203(1) of the Companies Act, 2013, Company had appointed CFO and CS.

COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company has adopted a Policy on Remuneration and Criteria for evaluation of performance of Independent Directors. The Policy adopted by the Company covers the terms of appointment such as qualifications, positive attributes and independence of a director, remuneration for the directors, key managerial personnel and other employees as per the applicable provisions of the Companies Act, 2013. The Remuneration Policy is appended to this report as Annexure B.

NOMINATION AND REMUNERATION COMMITTEE:

The information pertains to Nomination and Remuneration Committee is furnished in the Corporate Governance Report, which forms part of this report.

DEPOSITS:

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company as on March 31, 2016.

STATUTORY AUDITORS:

Nisar & Kumar, Chartered Accountants, (Firm Registration No. 127820W), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.

The Board of Directors recommends to re-appoint Nisar & Kumar, Chartered Accountants (Firm Registration No. 127820W) who was appointed as Statutory Auditors of the Company at last Annual General Meeting to hold office from the conclusion of 10th Annual General Meeting till the conclusion of 12th Annual General Meeting, subject to ratification of their appointment at Annual General Meeting to be held in 2016.

INTERNAL AUDIT:

The Company''s Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies of the Company and reports the same on quarterly basis to the Audit Committee.

MANAGERIAL REMUNERATION AND OTHER DETAILS:

The information required under section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in the Annexure C to this report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and adequately protected.

HOLDING COMPANY:

Essar Capital Limited continues to be holding company of your Company. Essar Capital Holdings (India) Limited continues to be the ultimate holding company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

MEETINGS OF THE BOARD:

The Board met six times during the year, the details of board meetings held and attendance of directors are provided in the Report on Corporate Governance forming part of this Report. The maximum time gap between any two meetings was less than 120 days as stipulated under SEBI''s Listing Obligations and Disclosure Requirements, 2015.

AUDIT COMMITTEE:

The Audit Committee of the Company comprises Mr. S. V. Venkatesan, Mr. N. B. Vyas and Mr. Sujay Sheth. Mr. S. V. Venkatesan is the Chairman of the Committee. Mr. Neeraj Gupta has stepped down as a member of the Audit Committee w.e.f. February 12, 2016. The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

VIGIL MECHANISM:

The Company has established a vigil mechanism to deal with instances of fraud and mismanagement, if any. The mechanism also provides adequate safeguards against victimization of employees and Directors who express their concerns and also provides direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees of the Company in the exceptional cases. We confirm that during the financial year 2015-16, no employee or director was denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure D and is attached to this Report.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rule made there under, CS Manish Baldeva, (Membership No. FCS 6180), Prop. M/s. M Baldeva Associates, Practicing Company Secretaries have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is attached as Annexure E to this report. The report is self-explanatory and do not call for any further comments.

CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of Corporate Governance and adhering to the disclosure norms as set out by Securities and Exchange Board of India. The Report on Corporate Governance, as stipulated under Regulation 27 of the Listing Regulations, forms part of the Annual Report. Certificate of compliance from Mr. Manish Baldeva, (Membership No. FCS 6180), Prop. M/s. M Baldeva Associates, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance, as stipulated under Regulation 27 of the Listing Regulations, has been annexed as part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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

EMPLOYEES STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENT:

Your directors express their appreciation for the contribution made by the employees in the progress of the Company. The Board also thanks the Company''s customers, vendors, investors and bankers for their continued support during the year.

Date: August 12, 2016 For and on behalf of

Place: Mumbai Board of Directors

Registered office:

Essar House,

5th Floor, 7, Esplanade, Director Director

Chennai - 600 108

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Ninth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS, BUSINESS AND MANAGEMENT''S DISCUSSION & ANALYSIS:

(Rs. In Lakhs)

Particulars For the For the year ended year ended on March on March 31, 2014 31, 2013

Income 46.50 10.00 Less: Expenditure 36.26 18.16

Profit Before Tax 10.24 (8.16)

Less: Provision for taxation 3.17 14.29

Profit After Tax 7.07 (22.46)

Balance brought forward from 2208.40 2230.85

previous year

Balance carried forward to 2215.47 2208.40 Balance Sheet

DIVIDEND:

During the year under review, the profit after tax was Rs. 7.07 Lakhs against the loss after tax of Rs. 22.46 Lakhs for the previous year.

The directors do not recommend any dividend for the year.

Opportunities, Threats, Risks and Concerns Since focus of the Company is to continue as an investment holding company, management will look out for strategic investment opportunities in key emerging sectors and sustain the existing consultancy business.

As the Company has major equity investment in Essar Steel India Limited, a company engaged in Steel Business, its operations would also have a bearing on the performance of the Company.

Internal Control Systems and Internal Audit The Company has a proper and adequate system of internal controls. The internal control system is supplemented by a program of internal audits and review by the Management. The internal control system is designed to ensure that the financial and other records are reliable, for preparing financial statements and other data.

2. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Dhanpat Singh Nahata, Director retire by rotation and are being eligible for re-appointment. Mr. Neeraj Gupta continues to be directors of your Company.

The Board of Directors has co-opted, Mr. Sujay Sheth as an Additional Director designated as an Independent Director of the Company on 14th November, 2013. The Company has received a letter from shareholders'' nominating him for the post of Director of the Company.

The Company had, pursuant to the Listing Agreement entered into with the Stock Exchange, appointed Mr. N. B. Vyas, Mr. S. V. Venkatesan and Mr. Sujay Sheth as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013 which came into effect from April 1, 2014, every listed Company is required to have at least one third of the total number of directors as an Independent Directors. In accordance with the provision Section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment as mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

Mr. V. G. Raghavan resigned from the directorship of the Company w.e.f. November 13, 2013. The Board wishes to place on record his sincere appreciation for the valuable services rendered by Mr. V. G. Raghavan during his tenure as a Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered with the Stock Exchange.

3. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for the year under review;

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

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

4. PUBLIC DEPOSIT:

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company as on March 31, 2014.

5. AUDITORS:

Nisar & Kumar, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules there under, it is proposed to appoint Nisar & Kumar, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the 9th Annual General Meeting up to the conclusion of the next Annual General Meeting of the Company.

6. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of activities of your Company, the information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 relating to Energy Conservation, Technology Absorption is not applicable. The Company had no foreign exchange earnings or outgo during the period under review.

7. PARTICULARS OF EMPLOYEES:

Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, no such details are required to be given.

8. HOLDING COMPANY:

Essar Capital Limited continues to be holding company of your Company. Essar Capital Holdings (India) Limited continues to be the ultimate holding company.

9. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and comply to the Corporate Governance requirements as required under the Listing Agreement entered with the Stock Exchange. The disclosures as required in Clause 49 of the Listing Agreement have been furnished in the Annexure to the Directors'' Report under the head "Report on Corporate Governance". The requisite Certificate from the Statutory Auditors of the Company confirming the compliances with the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered with the Stock Exchange, is attached and forming part of this Annual Report.

10. ACKNOWLEDGEMENT

Your directors also wish to place on record their gratitude for the co-operation and assistance received from Banks, Stock Exchange and Shareholders, and thank them for their continued co-operation and support.

For and on behalf of the Board

sd/ sd/ Director Director

Place : Mumbai Date : August 13, 2014

---

Mar 31, 2012

To the Members of Essar Securities Limited,

The Directors have pleasure in presenting the Seventh Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2012.

1. FINANCIAL RESULTS, BUSINESS AND MANAGEMENT'S DISCUSSION & ANALYSIS:

(Rs. In Lakhs)

Particulars For the For the year ended year ended on March on March 31,2012 31,2011

Income - 3339.85

Less: Expenditure 18.62 39.69

Profit Before Tax (18.62) 3300.16

Less: Provision for taxation 4.85 692.03

Profit After Tax (23.47) 2608.13

Dividend declared - (214.32)

Corporate dividend tax - (34.77)

Transfer to General Reserve - (131.00)

Balance brought forward from 2254.32 26.28 previous year

Balance carried forward to 2230.85 2254.32 Balance Sheet

DIVIDEND:

During the year under review, the loss after tax was Rs. 23.47 Lakh against the profit after tax of Rs. 26.08 Crore for the previous year. The loss was mainly due to Administrative Expenses.

The directors do not recommend any dividend due to the losses incurred during the year.

Threats, Risks and Concerns

As the Company has major equity investment in Essar Steel India Limited, a company engaged in Steel Business, its operations would also have a bearing on the performance of the Company.

Internal Control Systems and Internal Audit

Your Company has in-built internal control systems commensurate with the size and nature of operations of the Company. The financial statements would be reviewed periodically by the management. The Company has an internal audit system whereby deviations, if any, can be brought to the notice of the management quickly and remedial actions can be initiated immediately.

2. DIRECTORS:

Mr. V. G. Raghavan and Mr. S. M. Lodha continue to be director of your Company. Mr. Dhanpat Singh Nahata, Mr. Neeraj Gupta and Mr. N. B. Vyas were inducted on the Board as Additional Director at the Meeting of Board of Directors held on February 14, 2012, May 14, 2012 and August 24, 2012 respectively. Your company has received a letter from shareholders' nominating them for the post of Director of the Company liable to retire by rotation. Mr. V. G. Raghavan retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Mr. Vikas Saraf resigned from the directorship of the Company w.e.f. April 28, 2012. The Board wishes to place on record their sincere appreciation for the valuable sen/ices rendered by Mr. Vikash Saraf during their tenure as a Director of the Company. Mr. Girish Sathe also resigned as Manager of the Company within the meaning of section 2(24) of the Companies Act, 1956 as well as from the post of Company Secretary w.e.f. May 14, 2012.

Mr. Ashish Vyas, Company Secretary was appointed as Manager of the Company within the meaning of section 2(24) of the Companies Act in accordance with section 269 read with Schedule XIII of the Companies Act. Necessary resolution for approval of shareholders with respect to his appointment as Manager also forms part of the notice of the ensuring AGM.

3. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for the year under review;

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

(iv) that the directors had prepared the accounts for the financial year ended 31 st March, 2012 on a going concern basis.

4. PUBLIC DEPOSIT:

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit(s) lying with the Company as on March 31, 2012.

5. AUDITORS:

M/s. Nisar & Kumar, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Company has received confirmation to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. Accordingly, the members' approval is being sought to their appointment as the Auditors of the Company at the ensuing Annual General Meeting.

6. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of activities of your Company, the information required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), Rules 1988 relating to Energy Conservation, Technology Absorption is not applicable. The Company had no foreign exchange earnings or outgo during the period under review.

7. PARTICULARS OF EMPLOYEES:

The disclosure as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, is not required as there are no employees covered by it.

8. HOLDING COMPANY:

Essar Capital Limited continues to be holding company of your Company. Essar Capital Holdings (India) Limited continues to be the ultimate holding company.

9. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standard of Corporate Governance and comply to the Corporate Governance requirements as required under the Listing Agreement entered with the Stock Exchange. The disclosures as required in Clause 49 of the Listing Agreement have been furnished in the Annexure to the Directors' Report under the head "Corporate Governance". The requisite Certificate from the Statutory Auditors of the Company confirming the compliances with the conditions of the Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered with the Stock Exchanges, is attached and forming part of this Annual Report.

10. CAUTIONARY STATEMENT

Estimation & expectation made in the report may differ from actual performance due to various economic conditions, Government policies and other related factors.

11. ACKNOWLEDGEMENT

Your directors also wish to place on record their gratitude for the co-operation and assistance received from banks, stock exchange, shareholders and various departments of Central and State Governments and thank them for their continued co- operation and support.

For and on behalf of the Board

V. G. Raghavan Dhanpat Singh Nahata Director Director

Place: Mumbai

Date: August 24, 2012