The Directors take pleasure in presenting the Eighty-
Fifth Annual Report together with the audited financial
statements for the year ended March 31,2024.

1. FINANCIAL RESULTS

The year 2023-24 was a good one for your
company. The profits have been growing steadily
since Covid. Globally we have seen markets do
well. This has been a positive given the political
turmoil in the middle east and Northern Europe.

The markets have had a steady rise in the last
financial year which has helped the company
overall in generating revenues. While Institutional
business remains the key driver for our revenues,
in the last year we have seen good growth in our
retail business too. The company has also done
some of its own investments which have helped in
boosting overall profits.

The Indian Stock markets continue to grow and
we are witnessing record volumes in the derivative
segment. We are witnessing a stark change in
the markets. For years the FIIs have been the
main drivers/buyers in Indian equities. In the last
year we have seen the Domestic Mutual Funds
share in the stock market rise to new highs; in
contrast the FPIs holdings is at a 12-year low. The
SIP monthly contribution into Mutual funds is now
at 20000 crores every month. We are witnessing
strong buying in the midcap and small cap stocks
and thus the overall stock market value is also at
a record high.

Last year the fear was rising Inflation and rates.
While Inflation has cooled off from the highs,
rates have remained steady. Markets move on
and do adjust to the rising rates in the long run.
However, there are fears in the developed markets
such as USA where there is a concern for rising
delinquencies in the mortgage market and also
credit card defaults.

The Indian economy continues to grow at a
steady pace. We have recorded one of the
highest GDP growths worldwide in the last year
and expectation of the same to continue in the
current year too. The government continues to
emphasize on infrastructure spending and growth
and we are expecting this trend to continue post
the general elections.

3. DIVIDEND

The Board of Directors has decided not to
recommend any dividend on the Equity Shares of
the Company during the year under review.

4. DIRECTORS

In accordance with the Articles of Association
of the Company, Mr. Ghansham Shewakramani
(DIN: 00413343) who is longest in the office retires
by rotation and being eligible for re-appointment
and has indicated his willingness to serve, if re¬
appointed.

Pursuant to Section 152(6) of the Companies
Act, 2013 and the Articles of Association of the
Company, approval of members is also being
sought for his reappointment as Non-Executive
Director on the Company’s Board.

Both Independent Directors have given declaration
that they meet the criteria of independence as
laid down under Section 149(6) of the Companies
Act, 2013 and Regulation 25 of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Mr. Pankaj Rajnikant Ved (DIN: 00207079) was
re-appointed as an Non-Executive Independent
Director of the Company on 15^th March, 2024
for a Second Consecutive Term of Five Years
commencing from April 1, 2024 upto March
31, 2029 (both days inclusive) through Special
Resolution passed through Postal Ballot.

5. DEPOSITS

The Company has not accepted any deposits
falling under the ambit of Section 73 of the
Companies Act, 2013 (hereinafter referred to as
‘The Act’) and the Rules framed thereunder during
the year under review.

6. BOARD EVALUATION

Pursuant to the provisions of the Companies
Act, 2013 and Regulation 25 (4) & 26 of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has
carried out an annual performance evaluation of
its own performance, the directors individually as
well as the evaluation of the working of its Audit,
Nomination & Remuneration, and Stakeholders
& Grievance Committees. The manner in which
the evaluation has been carried out has been
explained herein below:

A structured questionnaire was prepared after
inputs received from the Directors, covering
various aspects of the Board’s functioning such
as adequacy of the composition of the Board
and its committees, Board culture, execution and
performance of specific duties, obligation and
governance.

A separate exercise was carried out to evaluate
the performance of Individual Directors including
the Chairman of the Board, who were evaluated
on parameters such as level of engagement and
contribution, independent judgment, safeguarding
the interest of the Company and its stakeholders,
etc. The performance evaluation of Independent
Directors was carried out by the entire Board. The
performance of Non-independent Directors was
carried out by the Independent Directors who
also reviewed the performance of the compliance
department and had expressed their satisfaction
with the evaluation process.

Number of Board Meetings held:

The Board of Directors duly met 5 (Five) times
during the financial year from 1st April, 2023
to 31st March, 2024. The dates on which the
meetings were held are as follows:

Relevant Details of Directors

Attendance of Directors at Board Meetings and Virtual Annual General Meeting held through VC/
OAVM:

Audit Committee Member:

Stakeholder & Grievance Committee Member:

Nomination & Remuneration Committee Member:

Independent Directors’(in Person)

7. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and
according to the information and explanations
obtained by them, your Directors make the
following statements in terms of Section 134(5)(c)
of the Companies Act, 2013:

a) that in the preparation of the Annual Financial
Statements for the year ended March 31,
2024, the applicable Accounting Standards
have been followed along with proper
explanation relating to material departures,
if any;

b) that such Accounting Policies as mentioned
in Notes to the Financial Statements have
been selected and applied consistently and
judgment and estimates have been made
that are reasonable and prudent so as to
give a true and fair view of the state of affairs
of the Company as at March 31,2024 and of
the profit of the Company for the year ended
on that date;

c) that 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) that the Annual Financial Statements have
been prepared on a going concern basis;

e) that systems to ensure compliance with
the provisions of all applicable laws were
in place and were adequate and operating
effectively and

f) that proper internal financial controls were
in place and that the financial controls were
adequate and were operating effectively.

8. BUSINESS RISK MANAGEMENT

Although the Company has long been following
the principle of risk minimization as is the norm in
every industry, it has now become a compulsion.
Therefore, in accordance with Regulation 21 of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 the Board members were

informed about risk assessment and minimization
procedures after which the Board formally
adopted steps for framing, implementing and
monitoring the risk management plan for the
Company.

The main objective of this policy is to ensure
sustainable business growth with stability and
to promote a pro-active approach in reporting,
evaluating and resolving risks associated
with the business. In order to achieve the key
objective, the policy establishes a structured
and disciplined approach to Risk Management,
in order to guide decisions on risk related
issues. In today’s challenging and competitive
environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the
Company are imperative.

The common risks inter alia are: Regulations,
competition, Business risk, Technology
obsolescence, Investments, retention of talent
and expansion of facilities. Business risk, inter-
alia, further includes financial risk, political risk,
fidelity risk and legal risk.

As a matter of policy, these risks are assessed
and steps as appropriate are taken to mitigate the
same.

9. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an Internal Control System,
commensurate with the size, scale and complexity
of its operations. The scope and authority of
the Internal Audit (IA) function is to maintain its
objectivity and independence, the Internal Audit
function reports to the Chairperson of the Audit
Committee of the Board.

The Internal Audit Department monitors and
evaluates the efficacy and adequacy of internal
control system in the Company, its compliance
with operating systems, accounting procedures
and policies of the Company. Based on the
report of internal audit function, each department
undertakes corrective action in their respective
areas and thereby strengthens the controls.
Significant audit observations and corrective
actions thereon are presented to the Audit
Committee of the Board.

In order to strengthen the system of Internal
Control and provide Board of Directors with an
added ability to oversee internal controls, Internal
Financial Control (IFC) system was put in place
in accordance with the requirements of Section
134(5)(e) of the Companies Act, 2013. Systems of
Internal Control were implemented, considering
the framework suggested in Guidance Note
on Audit of Internal Financial Controls over the
Financial Reporting issued by The Institute of
Chartered Accountants of India, to address its
operational and financial risk.

10. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

In pursuant to the provisions of Section 177(9)
& (10) of the Companies Act, 2013, a Whistle
Blower Policy for directors and employees to
report genuine concerns has been established.
The Policy has been uploaded on the website of
the Company at www.modernshares.com under
investors/ policy documents/ Whistle Blower
Policy link.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered
into during the financial year were on an arm’s
length basis and were in the ordinary course of
business. An omnibus approval was taken for
one (1) year from Audit Committee and Board at
their Meeting held on 19/05/2023. There are no
materially significant Related Party Transactions
made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated
persons which may have a potential conflict with
the interest of the Company. None of the Directors
have any pecuniary relationships or transactions
vis-a-vis the Company.

In compliance under the provisions of the
Companies Act, 2013, transactions with related
parties entered by the Company in the normal
course of business are periodically placed before
the Audit Committee for its omnibus approval and
the particulars of contracts entered during the
year in Form AOC-2 is enclosed as Annexure- A
to this report.

12. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators/
Courts which would impact the going concern
status of the Company and its future operations.

13. AUDITORS

13.1 STATUTORY AUDITORS

M/s. B D G & Co LLP (Formerly known as B D G
& Associates), Chartered Accountants (Firm
Reg. No. 119739W) have been appointed
as Statutory Auditor of the Company at the
Annual General Meeting held on September
23, 2022 for a period of five (5) years up to the
conclusion of the Annual General Meeting to
be held in the year 2027. The requirement
for seeking ratification of the members for
continuation of their appointment has been
withdrawn consequent upon the changes
made by the Companies (Amendments)
Act, 2017 with effect from May 7, 2018.
Hence the resolution seeking ratification of
the members for their appointment is not
being placed at the ensuing Annual General
Meeting.

The Auditor Report on the Standalone
Financial Statements for the financial year
ended March 31,2024 does not contain any
qualification, reservation or adverse remark
requiring any explanations / comments by
the Board of Directors.

13.2 SECRETARIAL AUDITORS

The Secretarial Audit Report for the Financial
Year ended March 31, 2024 is annexed
herewith as Annexure- B.

Pursuant to the provisions of Section
204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Janak Pandya,
Company Secretary in Practice (CP No.:
5940, ACS: 10841) (Peer Review Certificate
No. 1250/2021) to undertake the Secretarial
Audit of the Company for the Financial Year
ended March 31,2025.

13.3 INTERNAL AUDITORS

M/s Jayant & Associates, Chartered
accountants (Firm Registration No.
104099W) under Section 138 of Companies
Act, 2013 appointed as Internal Auditors for
the Financial Year ended March 31,2025 to
perform the duties as Internal Auditors of the
Company and their report is reviewed by the
Audit Committee from time to time.

M/s. Sachin M Seth & Associates, Chartered
Accountants (Firm Registration No:
141794W) appointed as Internal Auditors
for NSE & BSE Regulatory Audit required
for Stock brokers by SEBI for the Financial
Year ended March 31, 2025 to perform the
duties as Internal Auditors of the Company
and their report is reviewed by the Audit
Committee from time to time.

14. FIXED ASSETS

The Net Fixed Assets of the Company as at the
close of the financial year stood at Rs. 9.81 lakhs
(Previous year Rs.11.15 Lakhs). In compliance
with the Accounting Standard AS-28 relating
to “Impairment of Assets”, the Company has
reviewed the carrying amount of its fixed assets
as at the end of the financial year.

15. CORPORATE GOVERNANCE & ANNUAL
SECRETARIAL COMPLIANCE REPORT
AND DISCLOSURE OF RELATED PARTY
TRANSECTIONS

As per Regulation 15(2)(a) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, as amended from time to time,
the compliance with the Corporate Governance
provisions shall not apply in respect of the
listed entity having paid up equity share capital
not exceeding Rs. 10 Crores and Net Worth not
exceeding Rs.25 Crores as on the last day of the
Previous Financial Year. Since the Company’s
Paid up Equity capital and the Net Worth fall
below the limit mentioned above, compliance with
Corporate Governance is not applicable to the
Company. Accordingly, as per BSE clarification
vide Circular LIST/CoMp/12/2019-20 Companies
to which the Regulation 15(2)(a) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 are not applicable, Regulation
24A of SEBI (Listing Obligations and Disclosure

Requirements) (Amendments) Regulations, 2018
is also not applicable and not required to submit
the Annual Secretarial Compliance Report as
well as Disclosure of related party transaction
on Consolidated basis under regulation 23(9)
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)
(a) of the Act, the Annual Return as on March 31,
2024 is available on the Company’s website on
www.modernshares.com.

17. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Board of Directors affirm that the Company
has complied with the applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India (SS-1 & SS-2) respectively as
amended relating to Meetings of the Board and its
Committees which have mandatory application
and General Meeting.

18. REMUNERATION RATIO OF THE DIRECTORS/
KEY MANAGERIAL PERSONS (KMP)/
EMPLOYEES

The information required pursuant to Section
197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and the Companies
(Particulars of Employees) Rules, 1975, in respect
of employees of the Company and Directors is
furnished hereunder:

There were 17 permanent employees on the rolls
of the Company as on 31 March, 2024.

19. DISCLOSURE

The particulars of the conservation of energy,
technology and absorption, foreign exchange
earnings and outgo as required u/s. 134(3)(m)
of the Companies Act, 2013 and Rule 8(3) of the
Companies (Accounts) Rules, 2014, the same are
not applicable to the Company. The information
required pursuant to Section 197(12) read with
Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company,
is not given as none of the employees of the
company exceeds the limit.

20. DEMATERIALISATION OF SHARES

98.43% of the Company’s paid-up equity share
capital is in dematerilised form as on 31st March,
2024 and balance 1.57% is in physical form. The
Company’s Registrar and Share Transfer Agents
are M/s. Link Intime India Pvt. Ltd. having office
at C-101, 247 Park, LBS Marg, Vikhroli - (W),
Mumbai - 400083.

21. TRANSFER OF EQUITY SHARES UNPAID/
UNCLAIMED DIVIDEND TO IEPF

In line with the statutory requirements, the
Company has transferred to the credit of the
Investor Education and Protection Fund set up
by the Government of India, equity shares in
respect of which dividend had remained unpaid/

unclaimed for a period of seven (7) consecutive
years within the time lines laid down by the
Ministry of Corporate Affairs. Unpaid/ unclaimed
dividend for seven (7) years or more has also
been transferred to the IEPF pursuant to the
requirements under the Act.

22. ACKNOWELDGEMENTS

The Board of Directors take this opportunity
to thank the employees for their dedicated
service and contribution towards the growth
of the Company, our sincere appreciation to
Institutional and Retail Clients for their patronage
to our Company and to the Shareholders for their
continuous support.

23. CAUTIONARY STATEMENT

The statements contained in the Board’s Report
contain certain statements relating to the future
and therefore, are forward looking within the

meaning of applicable securities, laws and
regulations. Various factors such as economic
conditions, changes in government regulations,
tax regime, other statues, market forces and other
associated and incidental factors may however
lead to variation in actual results.

For and on behalf of the Board of Directors

Ashok Tikamdas Kukreja
DIN: 00463526
Chairman

Mumbai, dated May 24, 2024
Registered Office:

Wankhede Stadium, North Stand,

Staircase No. 13, ‘D’ Road, Churchgate,

Mumbai - 400020

CIN: L45200MH1939PLC002958

Website: www.modernshares.com

1

Previous year figures regrouped recast wherever
applicable

2. BUSINESS ACTIVITIES AND OPERATIONS

The Company’s operations resulted in a profit
of Rs. 44.18 Lakhs as against Profit of Rs. 15.95
Lakhs in the previous year, after providing for
depreciation of Rs 3.15 lakhs (previous year Rs.
2.71 Lakhs) and making net provision for taxation
of Rs.14.72 Lakhs as against (previous year Rs
4.65 Lakhs), Your Board of Directors has decided
not to transfer any amount to the Reserves for the
year under review in view of the marginal profit
incurred during the year.