DIRECTORS REPORT

To

The Members,

Angel Broking Private Limited

Your Directors have pleasure in presenting their 21st Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March, 2017.

1.        FINANCIAL SUMMARY OF THE COMPANY:

                                                                                                                      Amount (Rs./-)

2.        DIVIDEND:

The Board of Directors had declared and paid 1st Interim Dividend of Rs.3.40 per equity share and 2nd Interim Dividend of Rs.3.40 per equity share for the financial year 2016-17.

3.        RESERVE & SURPLUS:

Out of the total profit of Rs. 206,989,554/- for the financial year 2016-2017, nil amount is proposed to be transferred to the General Reserve.

4.        BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR:

Your Directors have pleasure to inform you that the Companys gross revenue has increased from Rs. 3,813,050,519/- in FY 2015-16 to Rs . 4,714,073,653/- in FY 2016-17.

5.        DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed and there are no material departures from prescribed accounting standards;

b) we 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 and of the profit and loss of the Company for that period;

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis; and

e)  proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6.        CHANGE IN THE NATURE OF BUSINESS :

There is no change in the nature of the business of the Company during the year.

7.        MATERIAL CHANGES AND COMMITEMENTS:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 2016-17 and the date of the report.

8.        EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 extract of annual return in Form MGT 9 is appended as Annexure I to this report.

9.        NUMBER OF MEETINGS OF THE BOARD AND THE COMMITTEES:

The board met Nine (9) times in Financial Year 2016-2017 viz. 28th June, 2016 , 01st September, 2016, 14th September, 2016 , 02nd November, 2016 , 12th December, 2016, 09th January, 2017 , 22nd February, 2017, 03rd March, 2017 and 16th March, 2017.

Committee Meetings:

10.STATUTORY AUDITORS:

In terms of the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, an audit firm can hold office as statutory auditor for two terms of five consecutive years i.e. for a maximum period of ten years. Further, as per the provisions of the Act, Company is required to comply with these provisions within three years from the commencement of the Act.

M/s. Price Waterhouse & Co. Bangalore LLP (PWC), Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting (AGM). Pursuant to the provisions of Section 139(2) of the Companies Act, PWC shall complete the maximum tenure at the ensuing AGM as stipulated in the said Section.

Pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors recommends the appointment of S.R. BATLIBOI & CO. LLP (Firm Registration Number - 301003E/E300005) as the Statutory Auditors of the Company, for a period of five (5) years i.e. till the conclusion of the Companys 26th AGM i.e. 2021-2022, subject to the approval and ratification of their appointment by the shareholders at every AGM.

The Company has received appropriate consent for appointment and certificate from the Auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Necessary resolution seeking approval of the members for appointment of new statutory auditors has been incorporated in the Notice convening the Annual General Meeting forming part of this Annual Report.

11.     AUDITORS' REPORT:

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors' remarks in their report are self-explanatory and do not call for any further comments.

12.     DIRECTORS AND KEY MANAGERIAL PERSONNEL- APPOINTMENT AND RESIGNATION:

DIRECTORS:

There were no new appointments of Directors during the Financial year 2016-17.

KEY MANAGERIAL PERSONNEL:

 Ms. Naheed Patel was appointed as the Company Secretary w.e.f. 01st September, 2016.

13.     SUBSIDIARY COMPANIES:

As on 31st March, 2017, we have 6 direct subsidiaries. During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-II to the Boards report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

14.     PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013, in the prescribed Form AOC-2, is appended as Annexure III to the Boards Report.

15.     DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

As per the Companies Act, 2013, as prescribed, companies shall spend at least 2% of the average net profits of the Companys three immediately preceding financial year.

Accordingly, the Company has spent Rs.66.2Lakh towards the CSR activities in financial year 2016-17.

CSR activities, as per the Companies Act, 2013, may be undertaken by the Company through a registered trust or a registered society. Your Company has undertaken CSR activities in promoting health care through Ahmednagar Homeopathic Shikshan Sanstha and promoting education through Ananta Charitable Education Society (ACES)

Details about the CSR policy are available on our website www.angelbroking.com. The annual report on our CSR activities is appended as Annexure-IV to the Boards report.

16.     RISK MANAGEMENT POLICY:

The Company has reconstituted its Risk Management Committee due to the resignation of Mr. Kuldip Ghosh, member of the Committee. The re-constitution of the Committee as follows:

The Committee has developed and implemented a Risk Management Policy for the Company including identification therein of all elements of risk.

17.     SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

18.     CHANGES IN SHARES  CAPITAL :

The Company has not issued any equity shares during the year under review.

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

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

20.     DEPOSITS:

The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

21.     REPORTING OF FRAUD:

There are no frauds on or by the Company which were required to be reported by the Statutory Auditors of the Company.

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

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has reconstituted its Internal Complaints Committee, set up to redress complaints received regarding sexual harassment.

Internal Complaints Committee:

Appeals Committee:

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Details of the complaints received by the Company during the year 2016-17:

23.     CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO: 

 (A) Information on Conservation of energy as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of the Company and hence no annexure forms part of this report.

(B) Technology Absorption:

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign Exchange Earnings and Outgo for the period under review was Nil.

24.     INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

25.     PARTICULARS OF EMPLOYEES:

Statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of one crore and two lakh rupees or more or employed for part of the year and in receipt of eight lakhs and fifty thousand rupees or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure V to the Boards Report.

26.     ACKNOWLEDGEMENTS:

 Your Directors would like to express their appreciation for assistance and co-operation received from the investors, clients, banks, regulatory and government authorities and members during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the devoted services by the executives and staff of the Company.

For and on behalf of the Board

Angel Broking Private Limited

Dinesh Thakkar

(DIN:00004382)

Chairman

Place: Mumbai

Date: 24th August, 2017