To The Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report of SKP Securities Limited (‘SKP’) for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (In Rs. Lacs)

Note: In accordance with the requirements of Ind-AS Rules, Audited Financial Statements of the Company have been drawn up both on standalone and consolidated basis for the Financial Year ended 31st March, 2018 with Transition Date as 1st April, 2016. Figures for previous year have also been re-instated in line with the requirements of the above Rules.

PERFORMANCE HIGHLIGHTS

As envisaged in previous years’ report, better domestic macro economic factors lead to gradual improvement in corporate performance during FY18. Amidst buoyant conditions in global economy and financial markets, Indian financial markets also witnessed continued buoyancy with equity market scaling new peaks. Budget 2018 and fear of hike in US interest rates cooled the euphoric conditions substantially by the end of FY18, leading to a meltdown in small and mid cap stocks. Interest rates remained stable during the year amidst volatility. Mutual Funds witnessed record inflows on the back of ‘financialisation of domestic savings’ in India in the aftermath of ‘Demonetization’.

In this backdrop, your Directors express their satisfaction in reporting that your Company’s business volume in all its activities, top-line and bottom-line have all witnessed a smart growth during the year under review.

DIVIDEND & RESERVES

During the Year under consideration, the Company has distributed Rs. 619.95 lacs amongst the shareholders through a Buy Back as mentioned below, equivalent to ~25% of the Net Worth of the Company as on 31 March, 2017. In view of this, your Directors do not recommend any dividend for the Financial Year 2017-2018 and propose to transfer a sum of Rs. 10 Lacs to General Reserve.

SHARE BUYBACK

As reported in the Previous Year, with an objective to return non-operational surplus cash to shareholders and improve performance ratios like Return on Equity, your Directors, at their meeting held on 20th April, 2017, approved a proposal for the Company to Buyback upto 12,15,600 fully paid up equity shares of face value Rs. 10/- each representing 21.56% of the total number of equity shares in the paid up equity share capital of the Company from all existing shareholders/ beneficial owners of the Company on a proportionate basis through Tender Offer Route at a price of Rs. 51/- per equity share for an aggregate amount of Rs. 619.95 lacs in compliance with SEBI (Buy Back of Securities) Regulations 1998. The Shareholders approved the proposal of Buyback of equity shares through the Postal Ballot that concluded on 13th June, 2017 and 30th June 2017 was fixed as the Record Date for this purpose. The Company concluded the Buyback procedure and 12,15,600 equity shares were extinguished on 19th September, 2017.

AWARDS & RECOGNITION

In its quest to protect environment by reducing paper-based transaction, your Company was declared Runner up in “Go Green Initiative” in Eastern India by National Depository Services Limited (NSDL). It was also nominated for “CNBC TV18 Best Regional Financial Advisor Award (East) 2017”.

FUTURE OUTLOOK

Indian Financial Markets are now negotiating cross winds. Tail winds, lead by improved corporate performance and continued inflow of domestic savings to mutual funds, are encountering head winds, primarily of political uncertainty in the run up to next General Elections, rise in oil prices and posible emergence of a global trade war. Based on initial blue prints of your company’s future plans, while your Directors are confident about the company’s growth in the medium to long term, they are cautiously optimistic for your company’s performance during the ensuing year.

STATE OF THE COMPANY’S AFFAIRS

Detailed information on the operations of the Company, business environment and future expectations are provided in the Management Discussion and Analysis Report, in compliance with Regulations 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 (‘Listing Regulations’), which is annexed and marked as “Annexure A” to this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiary for the financial year 31st March, 2018, have been prepared in accordance with Section 129(3) of the Companies Act, 2013 (‘the Act’). Further, a statement containing salient features of the financial statements of the Subsidiary Company in the prescribed format AOC-1 is annexed and marked as “Annexure B” to this Report.

In accordance with section 136 of the Act, the Audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary Company, are available on our website www.skpsecurities.com. These documents will also be available for inspection till the date of the AGM during business hours at our registered office.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

During the year, your Company divested its wholly owned subsidiary viz SKP Commodities Ltd. on 30th September, 2017 which had already discontinued its broking operations in commodities markets. With commodities markets now brought under the regulatory purview of SEBI, even if the Company were to re-enter commodities broking business, it does not requires to have a separate entity as was required earlier. Your Company now has one wholly owned subsidiary viz. SKP Insurance Advisors Private Limited as on 31st March, 2018. With low levels of operations, primarily in the field of insurance advisory, it had negligible profits during the year under review.

Further, your Company does not have any Joint Venture and Associate Company.

CORPORATE GOVERNANCE

Your Company believes in transparent and ethical corporate governance practices. The Company has taken the requisite steps to comply with recommendations concerning Corporate Governance.

A separate section on Corporate Governance together with Auditors Certificate regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations form an integral part of this Report which is annexed and marked as “Annexure C” to this Report.

INDEPENDENT DIRECTORS’ DECLARATION

The Company has received requisite declaration from all Independent Directors, in accordance with the provisions of section 149(7) of the Act, stating that they meet the criteria of independence as laid down in Section 149(6) of the Act, and Regulation 25 of Listing Regulations.

In accordance with the provisions of the Act, none of the Non-Executive Independent Directors are liable to retire by rotation.

DIRECTORS

Mr. Paritosh Sinha (DIN: 00963537) was appointed as a Non-Exceutive Independent Director and the same was approved at the last Annual General Meeting held on 29th July, 2017.

Mr. Nikunj Pachisia (DIN: 06933720) was re-appointed as the Whole-time Director of the Company for a period of three years w.e.f 1st August, 2017 and the same have been approved at the last Annual General Meeting held on 29th July, 2017.

Mrs. Manju Pachisia (DIN: 00233821), Non-Executive Director of the Company shall retire by rotation at the ensuing Annual General Meeting in accordance with provisions of the Act and being eligible, offers herself for re-appointment.

KEY MANAGERIAL PERSONNEL

During the year there were no changes in Key Managerial Personnel.

NOMINATION AND REMUNERATION POLICY

Your Company has a well-defined policy for appointment of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company including their remuneration and the policy as adopted by the Company is also available on our website www.skpsecuritites. com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company had developed a process to familiarize the newly appointed Directors with respect to the roles and responsibilities outlined under the Act and Listing Regulations. Details of ‘Familiarization Programme for Independent Directors’ are provided in the Corporate Governance Report and are also available on the Company’s website www.skpsecurities.com.

BOARD EVALUATION

Your Company have laid down the process and criteria for annual performance evaluation of the Board, its Committee and Individual Directors. In terms of the provisions of the Act and Listing Regulations, the Board of Directors has carried out the evaluation process of its own performance, its various committees and individual Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning. The criteria applied in the evaluation process are explained in the Corporate Governance Report.

The Independent Director met on 27th March , 2017, and reviewed the performance of the Board, the Non-Independent Director and the Chairman.

BOARD AND COMMITTEES MEETINGS

The Board of Directors of your Company met five (5) times during the financial year 2017-2018. At present, there are following three committees:

i) Audit Committee

ii) Nomination and Remuneration Committee of the Board

iii) Stakeholders Relationship Committee

The details of composition of the Board, its various Committees, brief terms of reference meetings held and attendance of the Directors at such meetings, etc. are provided in the Corporate Governance Report which is annexed and marked as “Annexure C” to this report.

AUDITORS’ AND AUDIT REPORT

Statutory Auditors

M/s. G.P. Agrawal & Co., (FRN No: 302082E) Chartered Accountants, were appointed as Statutory Auditors of your Company at the 27th Annual General Meeting held on 29th July, 2017, to hold office till the conclusion of the 32nd Annual General Meeting of the Company to be held in the Financial Year 2022, subject to ratification of their appointment by members at every Annual General Meeting at such remuneration as may be mutually agreed by the Committee and Board in consultation with the Auditors. The Auditors have confirmed their eligibility to the effect that the ratification of their appointment, if made, would be within the prescribed limits of the Act and that they are not disqualified for such appointment.

The Auditors Report for the Financial Year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor

Mr. Anil Murarka, Practicing Company Secretary (FCS:3150/CP:1857) Proprietor of M/s. A. Murarka & Co. of “Diamond Prestige” 41-A, A.J.C Bose Road, 3rd Floor, Suite No.-301, Kolkata - 700017 was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2017-2018, as required under section 204 of the Act and the relevant Rules made thereunder.

The Secretarial Audit Report for the Financial Year 2017-2018 forms part of the Annual Report which is annexed and marked as “Annexure D”. The said report does not contain any observation or qualification requiring explanation or adverse remark.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is annexed and marked as “Annexure E” to this report.

RELATED PARTY TRANSACTIONS

In compliance with the provisions of the Act and the Listing Regulations, all the transaction with Related Parties are placed before the Audit Committee for prior approval. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The policy on Related Party Transaction as approved by the Board can be accessed on the Company’s website www.skpsecurities.com

All transaction entered into with related parties during the year was in the ordinary course of business and on arm’s length basis, details of which are provided in Notes to Financial Statements which forms an integral part of this Annual Report. In view of the above, the disclosure required under the Act in form AOC-2 is not applicable for financial year 2017-18.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company did not provid any Loan or Guarantee in terms of provisions of Section 186 of the Companies Act, 2013. The details of Investments made are provided in Notes to the Financial Statements which forms an integral part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed and marked as “Annexure F” to this Report.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company has implemented an integrated Risk Management Policy through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk control and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. In the opinion of the Board at present there are no risks which threaten the existence of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has over the years, a well established Whistle Blower Policy as part of vigil mechanism for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. This mechanism also provides for adequate safeguards against victimization of Directors, Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

During the year under review, none of the Director/Employee was been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The said Policy can be accessed on the Company’s website at www.skpsecurities.com.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards sexual harassment at workplace. It has a well-defined policy in compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules framed thereunder. All employees (Permanent, contractual, temporary, trainees, etc) are covered under this policy. The Company has not received any complaint of sexual harassment during the year.

TRANSFER OF EQUITY SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND

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 consecutive years within the time lines laid down by the MCA.

INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations to ensure proper recording of financial and operational information and compliances of various internal controls and other regulatory and statutory compliances. During the year under review, no material or serious observation has been reviewed from the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. Based on the Internal Audit Report corrective actions in the respective areas are undertaken and controls are strengthened.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as prescribed under sub-section (3)(m) of Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is annexed and marked as “Annexure G” to this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has a net profit of more than Rs. 5 crore during the Financial year ended 31st March, 2018, and pursuant to section 135 of the Act, CSR is applicable to the Company from the Financial Year commencing from 1st April, 2018. The Board in its meeting held on 5th May, 2018 has constituted a CSR Committee with the following composition:

The CSR Committee will approve a CSR Policy and undertake CSR initiatives accordingly.

POLICIES

The details of the policies approved and adopted by the Board are annexed and marked as “Annexure H” to this report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

GENERAL DISCLOSURES

Your Company has proper and adequate system and processes to ensure compliance with all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued.

2. No Deposits covered under Chapter V of the Act, were accepted.

3. Neither the Managing Director/Whole-time Director of the Company received any remuneration or commission from any of its subsidiary.

4. No significant or material orders were passed by any regulatory authority or courts or tribunals impacting the going concern status and Company’s operation in future.

5. No Material changes and commitments have occurred after the close of financial year till date of this Report which affects the financial position of the Company.

GRATITUDE & ACKNOWLEDGEMENT

Your Directors expresses its deep gratitude to clients, business associates, principals, bankers, regulators, exchanges, depositories, and shareholders for their valuable contribution towards the progress of the Company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts put in by the employees at all levels, but for which, the Company could not have achieved what it did during the year under review.

Registered Office: For and on behalf of the Board of Directors

Chatterjee International Centre

33A, Jawaharlal Nehru Road, Level-21 Naresh Pachisia Nikunj Pachisia

Kolkata 700071 Managing Director Whole-time Director

Dated: 5th May, 2018 DIN: 00233768 DIN: 06933720