th annual report 2017 - 2018 - ahmedabad stock exchange · fund to sebi investoreducation and...

ANNUAL REPORT

2017 - 2018th13

AHMEDABAD STOCK EXCHANGE LIMITED

AHMEDABAD STOCK EXCHANGE LIMITED Annual Report 2017-18

01

AHMEDABAD STOCK EXCHANGE LIMITEDCIN No. U67110GJ2005PLC045636

AUTHORISED SHARE CAPITAL: Rs. 15, 00, 00,000/-

THIRTEENTH ANNUAL REPORT

STATUTORY AUDITORSM/S. MANUBHAI & SHAH LLP

CHARTERED ACCOUNTANTS - AHMEDABAD

CHIEF FINANCIAL OFFICER:Mr. VIPUL PATEL

COMPANY SECRETARYMs. JALINI MEHTA

BANKERSCENTRAL BANK OF INDIA, ASE BRANCH, AHMEDABAD

HDFC BANK, ASE BRANCH, AHMEDABAD

STATE BANK OF INDIA, POLYTECHNIC, AHMEDABAD

INTERNAL AUDITORSMILIND AAGAM & ASSOCIATES

CHARTERED ACCOUNTANTS

PRACTISING COMPANY SECRETARYM/S M. C. GUPTA & CO.COMPANY SECRETARIES

REGISTRAR AND TRANSFER AGENTSKARVY COMPUTERSHARE SERVICES PRIVATE LIMITED

KARVY HOUSE, 46, AVENUE 4, STREET NO. 1, BANJARA HILLS, HYDERABAD -500034

REGISTERED OFFICE

1st Floor, Kamdhenu Complex, Opp. Sahajanand College, Nr. Panjara Pole Ambawadi, Ahmedabad- 380015

Phone No- 079- 26307971 • Email Id- [email protected] • Website: www.aselindia.co.inCIN: U67110GJ2005PLC045636

BOARD OF DIRECTORS

SHRI APURVABHAI R. HATHI - DIRECTOR

SHRI DHRUVBHAI MUKADAM - DIRECTOR

SHRI RAMESHCHANDRA CHOKSHI - ADDITONAL DIRECTOR

AHMEDABAD STOCK EXCHANGE LIMITEDCIN: U67110GJ2005PLC045636

REGD. OFFICE: 1st FLOOR, KHAMDHENU COMPLEX, OPP. SAHAJANAND COLLEGE, NR PANJARA POLE AMBAWADI, AHMEDABAD- 380015

PHONE NO- 079- 26307971, EMAIL ID- [email protected]

NOTICE OF THE 13TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirteenth Annual General Meeting of the members of AHMEDABAD STOCK EXCHANGE LIMITED will be held on Friday, the 28th Day of September, 2018 at 5.45 p.m. at the Basement of the Registered Office of the Company (Erstwhile ISC-ASEL), Kamdhenu Complex, Panjara Pole, Ambawadi, Ahmedabad-380 015 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Financial Statements of the Company for the financial year ended 31st March, 2018 and the Reports of the Board of Directors and the Auditors of the Company thereon.

2. To appoint a director in place of Mr. Apurva Hathi (DIN:03377374), who retires by rotation and being eligible offers himself for reappointment.

3. To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to amendment to Section 139 of the Companies Act, 2013, effective from 7th May, 2018, the consent of the company be and is hereby accorded to delete the requirement of ratification of appointment of M/S Manubhai & Shah LLP, Chartered Accountants (Registration No. 106041W) as Statutory Auditor of the Company at every Annual General Meeting from the resolution passed at the 9th Annual General Meeting held on 29th September, 2014.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of Section 160 the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Rameshchandra N Chokshi (DIN:06693082), who was appointed as an Additional Director of the Company with effectfrom 26th June, 2018 and in respect of whom the company is in receipt of a Notice from a member of the company proposing his candidature for the office of director, be and is hereby appointed as Director of the Company, whose term of office shall be liable to determination of retirement of directors by rotation.”

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BY ORDER OF BOARD OF DIRECTORS

DHRUV MUKADAMDirector

DIN: 00085042

APURVA HATHIDirector

DIN: 03377374

PLACE: AHMEDABAD DATED: September 4, 2018

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

A proxy can act as a proxy on behalf of members not is exceeding fifty and holding in aggregate not more than ten percent of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person.

2. A proxy, in order, to be effective should be lodged at the Registered Office of the Company not later than 48 hours before the commencement of the Annual General Meeting.

3. The members are requested to:

i) Quote their folio number while communicating with the company.

ii) Notify any change in their Registered Address, if any.

iii) Members may kindly note that in view of costs conservation, the Annual Reports will not be circulated at the AGM. All the Members are requested to bring their copy at the AGM.

4. Corporate Members intending to send their authorized representative to attend and vote at the Meeting are requested to ensure that the authorized representative carries a duly certified true copy of the Board Resolution, Power of Attorney or such other valid authorization, authorizing him to attend and vote at the Meeting and any one of the Photo identity proofs (viz, Driving License, PAN Card, Election Card, Passport).

5. All correspondence regarding shares of the company should be addressed to the company’s Registrar and Transfer Agents (RTA). M/S Karvy Computershare Services Private Limited, Karvy House, 46 Avenues 4, Street no. 1, Banjara Hills, Hyderabad- 500034.

6. Members who hold shares in the physical form and wish to make/ change a nomination in respect of their shareholding in the company, as permitted under section 72 of the Companies Act, 2013, may submit the prescribed form 2B to RTA.

7. For convenience of the members and for proper conduct of the meeting, entry to the place of the meeting will be regulated by the attendance slip which is annexed to the proxy form. Members are requested to sign at the place provided on the attendance slip and hand it over at the entrance of the meeting.

8. Members who wish to obtain any information on the company as regards the accounts for the financial year ended 31st March, 2018, are requested to write to the company at least 10 days before the Annual General Meeting.

9. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

10. Members/Beneficial Owners are requested to quote their full name as per company’s record, Folio number/DP and Client ID Nos., as the case may be, in all the correspondence with the company.

11. Members are requested to give their valuable suggestions for improvement of Investors’ Service and are also advised to quote their E-mail IDs, telephone/facsimile number for prompt reply to their communications.

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12. Members who hold shares in dematerialized form are requested to bring their depository account number for identification.

Specimen Resolution for Corporate member:

(On the letterhead of Corporate Member)

“RESOLVED THAT pursuant to the provisions of Section 113 and all other applicable provisions, if any, of the Companies Act, 2013, Shri _________or failing him, Shri__________ be and is hereby authorized to act as the representative of (name of the corporate member) to attend the Thirteenth Annual General Meeting of Ahmedabad Stock Exchange Limited to be held on ________, 2018 and at any adjournment thereof, for and on behalf of the Company, as its representative.

RESOLVED FURTHER THAT the aforesaid representative of the Company, be and is hereby authorized to vote for and on behalf of the Company on any of the Resolutions as stated in the Notice of the Thirteenth Annual General Meeting of the Ahmedabad Stock Exchange Limited or at any such adjournment thereof, as may be deemed fit, proper and necessary.”

AHMEDABAD STOCK EXCHANGE LIMITED

The aforesaid RESOLUTION SHALL PREFERABLY BE SIGNED BY SUCH Director/Authorized Signatory of the Corporate Member, whose specimen signature has been lodged with RTA.

In terms of the provisions of the Companies Act, 2013, the representative of Corporate Member without proper authorizations, such as Board Resolution or Power of Attorney or such other valid authorization, may not be permitted to attend and / or vote at the Meeting.

EXPLANATORY STATEMENT(Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO. 4

Mr. Rameshchandra N. Chokshi (DIN:06693082) was appointed as an Additional Director of the Company with effect from 26th June, 2018 and in accordance with the provisions of Section 161 of the Companies Act, 2013, he holds office only up to the date of the ensuing Annual General Meeting of the Company.

The Company is in receipt of a Notice under Section 160 of the Companies Act, 2013 from a member of the company along with a security deposit of Rs. 1 Lakh proposing candidature of Shri Rameshchandra N. Chokshi.

The Board is of the view that the appointment of Mr. Ramkesh Chokshion the Company’s Board as Director is desirable and would be beneficial to the Company and hence it recommends the said Resolution No. 4 for approval by the members of the Company as Ordinary Resolution.

None of the Directors/Key Managerial Personnel of the Company/their relatives, except Mr. Rameshchandra N. Chokshi himself, is in any way concerned or interested, in the said resolution. The Board recommends the said resolution to be passed as an ordinary resolution

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DIN: 00085042


DIN: 03377374


DIRECTORS' REPORT

To,

The Members,

Ahmedabad Stock Exchange Limited.

thYour Directors' have pleasure in presenting the 13 (Thirteenth), Annual Report of the Company together

with the Audited Accounts for the financial year ended 31st March, 2018.

Particulars 2017-2018 2016-2017

Interest Income 3,98,34,174 4,53,53,751

Facilitation Charges 15,45,224 19,84,022

Collection from members 30,89,915 28,94,805

Dividend Income 12,00,000 12,00,000

Other Income 19,22,638 25,62,244

Total Income 4,75,91,951 5,40,94,822

Total Expenses 2,03,15,237 2,10,43,877

Profit before tax 2,72,76,715 3,30,50,945

Exceptional Items (-) 0 -6,85,82,314

Less: Provision for Taxation 56,00,000 0

Less: Provision for Deferred tax 1,34,849 2,39,205

Adjustment of Earlier Years Tax 0 -5,17,758

Profit after tax 2,15,41,866 -3,52,52,816

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FINANCIAL HIGHLIGHTS (In Rupees)

REVIEW OF OPERATIONS

Your company derives its income from interest and facility charges.During the year, it has earned Rs.

413.79 Lakhs (Previous year Rs.473.38 Lakhs)as income from interest and facilitation charge.

EXIT OF ASEL AS STOCK EXCHANGE

Pursuant to SEBI Circular CIR/MRD/DSA/14/2012 dated May 30, 2012 on "Exit Policy for De-

recognized/Nonoperational Stock Exchanges", Your Company, vide letter dated July 11, 2014 had applied

to SEBI for "Exit through Voluntary Surrender of Recognition"

In terms of SEBI Circular dated May 30,2012, Your Company is required to transfer Customer Protection

Fund to SEBI InvestorEducation and Protection Fund (IEPF). Your Company has transferred Rs.

14,59,90,695/- pertaining to investor protection fund on May 30, 2016 to SEBI IEPF and a balance

amount of Rs.1,75,55,766/- has also been transferred.


SEBI vide its letter dated December 05, 2017 has appointed the following two officers from SEBI-WRO to

the CPF trust of ASEL:

1. Mr. Anindya Kumar Das, DGM-SEBI

2. Mr. Sachin Yadav, AGM-SEBI

SEBI vide its EXIT Order NO. WTM/MPV/MRD/ 160/2018 dated on 2nd April, 2018 passed by Shri

MadhabiPuri Buch (WTM-SEBI).

In exercise of the powers conferred by virtue of Sec 19 read with Provisions of Section 11(1), Section

11(2)(j) of the Securities and Exchange Board of India Act, 1992 and Sections 4,5 and 12A of the SCRA,

SEBI vide its EXIT Order NO. WTM/MPV/MRD/ 160/2018 dated on 2nd April, 2018 has allowed the exit of

Ahmedabad Stock Exchange Limited as a Stock Exchange and directed it to: -

1. Comply with its tax obligations under Income Tax Act, 1961;

2. Comply with the undertakings given by it to SEBI;

3. Comply with other consequential conditions of Exit Circular, 2012;

4. Change its name and in case, after exit as a stock exchange, it continues as a corporate entity under

the Companies Act, 2013, not use the expression ‘stock exchange’ or any variant in its name or in the

name of its subsidiary so as to avoid any representation of present or past affiliation with the stock

exchange;

5. Provide required information to the Ministry of Corporate Affairs on identifying any vanishing

company which was listed on Ahmedabad Stock Exchange Limited for inclusion in the list of vanishing

companies maintained by the Ministry of Corporate Affairs.

6. Pay the outstanding Brokers’ fee due to SEBI which are sub-judice, as and when the same is

crystalized.

PERFORMANCE

The Company earned a Gross income of Rs. 475.92Lakhs. The Gross expenses amounted to Rs. 203.15

Lakhs, Profit before tax Rs. 272.77 Lakhs and after tax stood at Rs. 215.42 Lakhs.

FUTURE OUTLOOK

The Board of Directors of the Company is in the process of commencing new activities and necessary

procedure aspects and legal requirements for change in the Object clause, change in the name of the

company and also the re-constitution of the Board of Directors.

DIVIDEND

In view of reported financial performance, the Board expresses its inability to recommend any dividend.

SUBSIDIARY COMPANY

ASE Capital Market Limited and ASE Capital Market Development Board (Section 8 Company) are

subsidiaries of your Company. Your Company provides infrastructure conveniences to facilitate the

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operations of the subsidiary companies. Your Company holds 54.27% of the Equity Share Capital in ACML

as on 31.03.2018. The function of ASEDB is managed by the Board of Directors of Your Company. ASE

Capital Markets Limited operates in the capital market segment and F&O of BSE & NSE currency futures

and has got a large client base. It is also a Depository Participant of NSDL & CDSL.

As required Under Section129 of Companies Act, 2013, the Audited Balance Sheet as at 31.03.2018 and

the Profit & Loss Account along with Director's Report of ASE Capital Markets Limited and ASE Capital

Market Development Board for the year ended 31.03.2018 are attached.

AUDITORS

M/s. Manubhai & Shah LLP, Chartered Accountants, Ahmedabad, the Statutory Auditors were appointed

as Statutory Auditors of the Company at the 9th Annual General Meeting and holds office up to 14th

Annual General Meeting. A resolution to delete the requirement of seeking ratification of appointment is

being sought from the members of the company, in view of amendment in Section 139(1) of the

Companies Act, 2013.

The Fixed Assets Register is being updated and physical verification is under progress. The Internal Audit

is also being strengthened.

EMPHASIS OF MATTER

We draw attention to following notes to the financial statements

(a) Note no. 26 in respect of applying for voluntarily surrendering of license as Stock Exchange by the

Company as per the SEBI circular and accordingly the company has paid Rs. 1688.71 Lakhs. The

company is required to pay refundable security deposit to stock brokers, deposit to Settlement

Guarantee fund, Trade Guarantee Fund and outstanding broker dues to SEBI.

(b) Note no. 27 in respect of receipt of sum of Rs. 17,500/- as member subscription after applying to

SEBI for de-recognition as stock exchange.

(c) Note no. 28 in respect of preparation and presentation of financial statements on going concern basis

for the reason stated in the said notes.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (3) of the Companies Act, 2013, in relation to the financial statements for FY

2017-18, the Board of Directors states that:

a) In preparation of the annual accounts, the applicable accounting standards have been followed along

with proper explanation relating to material departures, if any;

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 as on 31st March, 2018 and of the profits for the year ended 31st

March, 2018;

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c) The Directors have taken proper and sufficient care for 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; and

d) The financial statements have been prepared on a going concern basis.

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.

BOARD OF DIRECTORS

The Exchange is working under the supervision of an eminent Board of Directors, which meets

periodically to review the working of the Exchange. The Board of Directors had met 5 times during the

year 2017-18.

The Composition of the Board of Directors is in conformity with SEBI requirements.

As on 31st March, 2018, the Board of Directors of the company consists of three directors. Shri

Rameshchandra N. Chokshi resigned as Public Interest Director of the company with effect from 25th

June, 2018 and has been appointed as additional director of the company with effect from 26th June,

2018. Shri Apurva Hathi, director retires at this Annual General Meeting and offers himself for

reappointment.

You are requested to appoint the above directors.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no related party transactions under Section 188 of the Companies Act, 2013 read with

relevant rules. In view of above the particular of contract or arrangement with related parties referred to

in sub section (1) of Section 188 in the form AOC-2 is not required to be annexed.

NUMBER OF BOARD MEETINGS:

As per the provisions of Section 173 of the Companies Act, 2013, every company is required to hold

minimum number of four meetings of its Board of Directors every year in. During the year under review,

five Board meetings were held on

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Date Name of Directors

Mr. Ramesh Chokshi

(DIN: 06693082)

Mr. Apurva Hathi

(DIN: 03377374) Mr. Dhruv Mukadam

(DIN: 00085042)

2nd May, 2017

th14 July, 2017

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5th

September, 2017

ü ü

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26th

December, 2017

ü ü

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27th

March, 2018

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THE EXTRACT OF THE ANNUAL RETURN (Sec 134 (a))

The Extract of Annual Return in Form No.MGT-9 as perSection 134(3)(a) of theCompanies Act, 2013 is

available on the website of the Company in the following weblink: www.aselindia.com

DISCLOUSRE UNDER THE SEXUSAL HARASSEMENT 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 for the Prevention, Prohibition &

Redressal Act, 2013. The Company did not receive any complain during the year 2017-18 under the

review.

ACKNOWLEDGEMENTS

The Board places on record its deep appreciation of the dedicated services by employees, at all levels.

The Board wishes to place on record its appreciation for services rendered by all the Directors of the

subsidiary company.

The Board also places on record its appreciation for the kind co-operation from SEBI, BSE Limited (BSE),

National Stock Exchange of India Limited (NSE), National Securities Depository Limited (NSDL), and

Central Depository Services (India) Limited (CDSL), the Federation of Indian Stock Exchanges (FISE) and

other business associates.

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DIN: 00085042


DIN: 03377374


To, The Members of AHMEDABAD STOCK EXCHANGE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of AHMEDABAD STOCK EXCHANGE LIMITED (‘the Company’) which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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INDEPENDENT AUDITOR'S REPORT


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as on March 31, 2018, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter


a. Note no. 26 in respect of SEBI Exit order of de-recognition as stock exchange and its consequential financial effect on the company.

b. Note no. 27 in respect of receipt of membership fees as stock exchange after applying to SEBI for de-recognition as stock exchange.

c. Note no. 28 in respect of preparation and presentation of financial statements on going concern basis for the reasons stated in the said note.

Our opinion is not qualified in respect of above matters.

Reports on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. The matters described in the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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f. On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”;

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in itsfinancial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. Following are the instances of delay in transferring amounts, required to be transferred, to Investor Education and Protection Fund (IEPF) by the Company:

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For MANUBHAI & SHAH LLP

Chartered Accountants

ICAI Firm Registration No. 106041W/W100136

Place: Ahmedabad (K. B. Solanki)Date: September 04, 2018 Partner

Membership No. 110299


Financial Year

of

declaration of dividend

Type of dividend

Date of declaration

Due date of transfer to

IEPF account

Delay in days

Amount

Rs.

2009 –

10

Interim

04/05/2009

10/06/2017

121

2009 – 10 Interim 20/07/2010 26/07/2017 49

1.41

1.05

ANNEXURE A TO INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in Independent Auditor's Report to the members of the Company on the

standalone financial statements for the year ended 31 March 2018, we report that:

1. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets.

b. As explained to us, the fixed assets have been verified by the management during the year, which

in our opinion is reasonable and having regard to the size of the Company and nature of its assets.

According to the information and explanations given to us no discrepancies were noticed on such

verification.

c. According to the information and explanations given to us and on the basis of our examination of

the records of the Company, the title deeds of immovable properties are held in the name of the

Company.

2. In respect of its inventories:

The Company does not have any inventories and therefore, the reporting requirement under clause 3

(ii) of the said order are not applicable to the Company.

3. In respect of loans granted to parties covered in the register maintained u/s 189 of the Act:

The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liabilities

Partnerships or other parties covered in the register maintained under Section 189 of the Act.

Therefore, the provisions of Clause 3 (iii) [(a) to (c)] of the said Order are not applicable to the

Company.

4. In respect of compliance of section 185 and 186 of the Act:

In our opinion and according to the information and explanations given to us, the Company has

complied with the provisions of section 185 and 186 of the Act, with respect to the loans and

investments made.

5. In respect of deposits:

The Company has not accepted any deposits.

6. In respect of maintenance of cost records.

The Central Government has not prescribed the maintenance of cost records under section 148 (1) of

the Act, for any of the activities carried out by the Company.

7. In respect of statutory dues.

a. According to the information and explanations given to us and the records of the Company

examined by us, in our opinion, the Company is regular in depositing the undisputed statutory

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dues, including provident fund, employees' state insurance, income tax, service tax, cess and other

material statutory dues, as applicable, with appropriate authorities. As explained to us, the

Company did not have any dues on account of sales tax, value added tax, excise and duty of

customs.

b. According to the information and explanations given to us and the records of the Company

examined by us, in our opinion, no undisputed amounts payable as applicable were in arrears as at

March 31, 2018 for a period of more than six months from the date they become payable.

c. According to the information and explanations given to us and the records of the Company

examined by us, in our opinion, there are no dues of income tax and service tax which have not

been deposited on account of dispute.

8. In respect of dues to financial institutions / banks / debentures:

The Company has not defaulted in the repayment of dues to the bank. The company did not borrow

from financial institutions and issue debentures.

9. In respect of money raised by way of public offer and application of term loan:

The Company did not raise any money by way of initial public offer or further public offer (including

debt instruments) and the Company has not obtained any term loan. Accordingly, paragraph 3 (ix) of

the Order is not applicable

10. In respect of fraud:

According to the information and explanations given to us, no fraud by the Company or on the

Company by its officers or employees has been noticed or reported during the course of our audit.

11. In respect of managerial remuneration in accordance with Section 197 of the Act:

The company has not paid any managerial remuneration during the year.

12. In respect of Nidhi Company:

In our opinion and according to the information and explanations given to us, the Company is not a

nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. In respect of transactions with related parties in compliance of section 177 and 188 of the Act and its

disclosures:

According to the information and explanations given to us and based on our examination of the

records of the Company, transactions with the related parties are in compliance with sections 177 and

188 of the Act where applicable and details of such transactions have been disclosed in the financial

statements as required by the applicable accounting standards.

14. In respect of preferential allotment or private placement of shares or debentures:

According to the information and explanations give to us and based on our examination of the records

of the Company, the Company has not made any preferential allotment or private placement of shares

or fully or partly convertible debentures during the year.

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15. In respect of non-cash transactions with directors or persons:

According to the information and explanations given to us and based on our examination of the

records of the Company, the Company has not entered into non-cash transactions with directors or

persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16. In respect of company is required to be registered under section 45-IA of the Reserve Bank of India

Act, 1934.

The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act,

1934.

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ANNEXURE –B TO THE INDEPENDENT AUDITOR’S REPORT

The Annexure referred to in Independent Auditor's Report to the members of the Company on the

standalone financial statements for the year ended 31 March 2018, we report that:

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of AHMEDABAD STOCK EXCHANGE

LIMITED (“the Company”) as of 31 March, 2018 in conjunction with our audit of the standalone financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls

over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These

responsibilities include the design, implementation and maintenance of adequate internal financial controls

that were operating effectively for ensuring the orderly and efficient conduct of its business, including

adherence to company’s 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 information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the

extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial

Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the

Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error.

16


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company's internal

financial control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the

company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error

or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls

over financial reporting to future periods are subject to the risk that the internal financial control over

financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system

over financial reporting and such internal financial controls over financial reporting were operating

effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by

the Company considering the essential components of internal control stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India.

17







AHMEDABAD STOCK EXCHANGE LIMITED (CIN::U67110GJ2005PLC045636)

STANDALONE BALANCE SHEET AS AT MARCH 31, 2018

18

Particulars Note As At As At No. March 31, 2018 March 31, 2017

(Rs.) (Rs.)

I. EQUITY AND LIABILITIES1 Shareholders’ fundsa Share capital 2 7 47 72 512 7 47 72 512b Reserves and surplus 3 61 28 39 455 59 12 97 5892 Non-current liabilitiesa Other long term liabilities 4 56 79 638 66 67 612b Long-term provisions 5 15 94 146 15 45 3633 Current liabilitiesa Trade payables 6

Total Outstanding dues of Micro Small & Medium Enterprise - -

Total Outstanding dues other than Micro Small and Medium Enterprise 8 15 987 9 97 990

b Other current liabilities 7 5 04 92 355 5 62 62 909c Short-term provisions 8 6 52 515 9 55 062

TOTAL 74 68 46 613 73 24 99 037

II. ASSETS1 Non-current assetsa Plant property and equipment 9 4 41 42 894 4 48 34 125b Capital work-in-progress 5 47 21 108 5 47 21 108c Deferred Tax Assets 10 2 56 680 3 91 528d Non-current investments 11 10 18 09 000 10 18 09 000f Other non-current assets 12 17 28 126 17 32 0312 Current assetsa Trade receivables 13 29 66 264 25 85 196b Cash and Bank balances 14 51 26 56 698 49 86 48 019c Short-term loans and advances 15 12 75 727 6 76 573d Other current assets 16 1 77 16 891 1 86 91 751

Advance Income Tax 1 51 73 224 84 09 708Income Tax Provision - 56 00 000 -

95 73 224 84 09 708TOTAL 74 68 46 613 73 24 99 039

Significant Accounting Policies 1Notes on Financial Statements 2 to 31


As per our Audit Report of even date attached For and on Behalf of the Board of Directors - ASELFor, Manubhai & Shah LLPChartered Accountants

(K. B. Solanki)PartnerMembership No. 110299

ICAI Firm Registration No. :: 106041W/W100136

PLACE : AHMEDABADDATE : September 04, 2018


The accompanying notes are an integral part of these Financial Statements

Apurva HathiDirector (DIN : 03377374)

Vipul R. PatelChief Financial Officer

Jalini MehtaCompany Secretary

Rameshchandra N. ChokshiAddl. Director (DIN : 06693082)

Dhruv MukadamDirector (DIN : 00085042 )

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018

19

ParticularsNo. March 31, 2018 March 31, 2017

(Rs.) (Rs.)

I. REVENUE FROM OPERATIONS 17 46 35 139 49 87 377

II. Other income 18 4 29 56 812 4 91 07 445

III. Total Revenue (I + II) 4 75 91 951 5 40 94 822

IV. EXPENSES:Employee benefits expense 19 1 05 57 347 1 17 36 323

Finance costs 20 1 05 637 81 992

Depreciation 9 6 91 232 7 53 147

Other expenses 21 89 61 021 84 72 416

Total expenses 2 03 15 237 2 10 43 877

V. Profit/(Loss) before exceptional item (III-IV) 2 72 76 715 3 30 50 945

Exceptional Items - -6 85 82 314

VI. Profit/(Loss) before Tax 2 72 76 715 -3 55 31 369

VII. Tax expense:

Current tax 56 00 000 -

Deferred tax 1 34 849 2 39 205

Adjustment of earlier year tax - - 5 17 758

VIII. Profit/(Loss) for the year 2 15 41 866 -3 52 52 816

IX. Earnings per equity share:

(1) Basic 2.88 -4.71

(2) Diluted 2.88 -4.71

Nominal value of equity shares Rs.10/- Each.

Significant Accounting Policies 1

Notes on Financial Statements 2 to 31

Note For the year ended For the year ended













Dhruv MukadamDirector (DIN : 00085042)

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018AHMEDABAD STOCK EXCHANGE LIMITED (CIN::U67110GJ2005PLC045636)

20

For the year ended For the year ended

Particulars March 31, 2018 March 31, 2017

(Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES:

Profit / (Loss) as per Profit & Loss Accounts before tax 2 72 76 715 (3 55 31 369)

Adjustment For :-

Depreciation 6 91 232 7 53 147

Financial Charges 1 05 637 81 992

Interest Income (3 98 34 174) (4 53 53 751)

Dividend Income ( 12 00 000) ( 12 00 000)

Operating profit before Working Capital Changes (1 29 60 591) (8 12 49 982)

Adjustment For :-

Trade and Other Receivables ( 1 458) 47 36 400

Trade and Other Payables ( 71 94 296) ( 96 80 003)

( 71 95 753) ( 49 43 603)

CASH GENERATED FROM OPERATIONS (2 01 56 344) (8 61 93 585)

Income Tax Paid ( 67 63 516) (1 02 20 488)

CASH FROM OPERATING ACTIVITIES (2 69 19 860) (9 64 14 073)

B. CASH FLOW FROM INVESTING ACTIVITIES

Interest Income 3 98 34 174 4 53 53 751

Dividend Income 12 00 000 12 00 000

CASH FROM INVESTING ACTIVITIES 4 10 34 174 4 65 53 751

C. CASH FLOW FROM FINANCING ACTIVITIES

Finance Expenses ( 1 05 637) ( 81 992)

CASH FROM FINANCING ACTIVITIES ( 1 05 637) ( 81 992)

Net Increase In Cash & Cash Equivalents 1 40 08 679 (4 99 42 313)

Cash & Cash Equivalants at the beginning of the year 49 86 48 019 54 85 90 332

Cash & Cash Equivalants at the end of the year 51 26 56 698 49 86 48 019

Notes: 1. Cash and cash equivalent include cash and bank balances

2. The Cash Flow Statement has been prepared under the 'Indirect Method'.












1 SIGNIFICANT ACCOUNTING POLICIES

1 Basis of Preparation of Financial Statements

The financial statements are prepared in accordance with the historical cost convention in accordance

with the generally accepted accounting principles in India including the Accounting Standards notified

under the relevant provisions of the Companies Act, 2013

2 Use of Estimates

The preparation of financial statements is in conformity with generally accepted accounting principles

(GAAP) which requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and reported amount of revenues and expenses during the reporting

period. Actual results could differ from these estimates. Any revision to accounting estimates is

recognized prospectively in current and future periods.

3 Revenue Recognition

a) All income and expenditure are recognized and accounted for on accrual basis.

b) Listing fees and interest on listing fees are recognized on accrual basis to the extent that there is

certainty of realization.

4 Fixed Assets and Depreciation

a) Fixed Assets are stated at cost less accumulated depreciation. Costs include all expenses incurred

to bring the assets to its present location and condition.

b) Assets under construction are shown as capital work in progress.

c) Depreciation on Fixed Assets is recognized as per diminishing balance method and as per the life

provided in Schedule II of the Companies Act, 2013.

5 Impairment of assets

a) Consideration is given at each balance sheet date to determine whether there is any indication of

impairment of the carrying amount of the company’s fixed assets. If any indication exists an

assets recoverable amount is estimated. An impairment loss is recognized whenever the carrying

amount of an asset exceeds its recoverable amount.

b) Reversal of impairment losses recognized in prior years is recorded when there is an indication

that the impairment losses recognized for the assets no longer exist or have decreased.

6 Investments

Investments are of long-term nature and are stated at cost. However provision is made for

diminution in the value of investment other than of temporary in nature.

21

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018


7 Retirement Benefits

a) Short term employee benefits and post employment benefits under defined contribution plans

are recognized as an expense at the undiscounted amount in the profit and loss account of the

year in which the related services is rendered.

b) Post employment benefits under defined benefit plans are recognized as an expense in the profit

and loss account for the year in which the employee has rendered services. The expense is

recognized at the present value of the amount payable towards contributions. The present value

is determined using the market yields of government bonds, at the balance sheet date, at the

discounting rate.

c) Other long-term employee benefits are recognized as expense in the profit and loss account for

the period in which the employee has rendered services. Estimated liability on account of long-

term benefits is discounted to the current value, using the yield on government bonds, as on the

date of balance sheet, at the discounting rate.

d) Actuarial gains and losses in respect of post employment and other long-term benefits are

charged to the profit and loss account.

8 Operating Lease

Lease agreements where the risks and the rewards incident to ownership of an asset substantially

vest with the lessor, are recognized as operating leases. Assets given on operating lease are included

in fixed assets. Lease income is recognized in the statement of profit and loss on systematic basis

considering the time pattern. Cost, including depreciation is recognized as an expense in the

statement of profit and loss. Initial direct costs are recognized immediately in the statement of profit

and loss.

9 Provision for Current and Deferred Tax

a) Provision for current tax is made after taking into consideration benefits admissible under the

Provisions of the Income tax Act, 1961.

b) Deferred tax resulting from "Timing difference" between book and taxable profit is accounted for

using the tax rates and laws that have been enacted or substantively enacted as on the balance

sheet date. The deferred tax asset is recognised and carried forward only to the extent that there

is a reasonable certainty that the assets will be realized in future.

10 Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a

present obligation as a result of past events and it is probable that there will be an outflow of

resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets

are neither recognized nor disclosed in the financial statements.

11 General

Accounting policies not specifically referred to are consistent with generally accepted Accounting

Practices.

22


NOTES TO THE STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2018

2 SHARE CAPITAL

2.1 Authorised Capital1,50,00,000 Equity Shares of Rs. 10/- each 15 00 00 000 15 00 00 000(Previous Year 1,50,00,000 Equity Shares of Rs. 10/- each)

2.2 Issued, subscribed and fully paid-up equity Shares

74,77,251 Equity Shares of Rs. 10/- each 7 47 72 512 7 47 72 512(Previous Year: 74,77,251 shares)

2.3 Reconciliation of number of shares outstanding

At the beginning of the period 74 77 251 74 77 251Add: Issued during the period - -

At the end of the period 74 77 251 74 77 251

2.4 Rights, preferences and restrictions attached to shares

Equity Shares :The company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company.

2.5 Details of shareholders holding more than 5% shares in the Company:

Name of the shareholders No. of shares No. of held shares held

--- NIL --- --- NIL --- --- NIL ---

23

As At As At Particulars March 31, 2018 March 31, 2017

Amount (in Rs.) Amount (in Rs.)





24

3 RESERVES AND SURPLUS

3.1 Capital Reserve

Balance as per last year Financial Statement 12 04 52 939 12 04 52 939

12 04 52 939 12 04 52 939

3.2 Building Reserve Fund


3.3 Trade Technology Development Fund


3.4 Earmarked Fund

a Trade Guarantee Fund


b Brokers' Contingency Fund


3.5 General Reserve


3.6 Securities Premium Reserve

Balance as per last year Financial Statement 96 674 96 674

3.7 Surplus as per Statement of Profit and loss


Add: Net Profit/(Loss) for the year 2 15 41 866 -3 52 52 816

9 95 41 271 7 79 99 405

Total Reserves and Surplus 61 28 39 455 59 12 97 589


25

4 OTHER LONG TERM LIABILITY

4.1 Other Deposits - 10 00 000

4.2 Other Liabilities 56 79 638 56 67 612

56 79 638 66 67 612

5 LONG TERM PROVISIONS

For Employees Benefits 15 94 146 15 45 363

15 94 146 15 45 363

6 TRADE PAYABLESMicro, Small and Medium Enterprises * - - Other suppliers 8 15 987 9 97 990

8 15 987 9 97 990

* Disclosure in respect of Micro, Small and Medium Enterprises :

A Principal amount remaining unpaid to any supplier as at the reporting period - -

B Interest due there on - -

C Amount of interest paid by the Company in terms of Section 16 of MSMED, along with the amount of payment made to the suppliers beyond the appointed day during the reporting period - -

D Amount of interest due and payable for the reporting period of delay in making payment (Which have been paid but beyond the appointed day during the period) but without adding the interest specified under the MSMED. - -

E Amount of interest accrued and remaining unpaid at the end of the accounting period - -

F Amount of further interest remaining due and payable in succeeding years. - -




26

The above information has been complied in respect of parties to the extent to which they could be identified as Micro, Small and medium Enterprise on the basis of information available with the Company.

7 OTHER CURRENT LIABILITIES

7.1 Payable to Members

7.1.1 Member DepositsMembers Security Deposits 1 01 13 000 1 14 05 000Members Security Deposit - ASE Contribution 3 32 72 713 3 35 97 713Additional Base Minimum Capital 8 52 092 8 52 092BOLT Deposit from brokers 5 50 000 5 50 000

4 47 87 805 4 64 04 805

7.1.2 Initial Members' Contribution to Trade Guarantee Fund 41 36 632 41 36 632

4 89 24 437 5 05 41 437

7.2 Statutory dues 8 40 071 14 53 774

7.3 Unclaimed Dividends 7 27 847 11 39 198

7.4 Payable to SEBI - 31 28 500

5 04 92 355 5 62 62 909

8 SHORT TERM PROVISIONS

Provision for employee benefits 6 52 515 9 55 062Provision for Income Tax (Net) -

6 52 515 9 55 062




27


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10 DEFERRED TAX ASSETS ( NET )

10.1 Deferred Tax AssetsDisallowance under the Income Tax Act, 1961 5 02 110 4 99 489

5 02 110 4 99 48910.2 Deferred Tax Liability

Related to Fixed Assets 2 45 430 1 07 962

Deferred Tax Assets 2 56 680 3 91 528

11 NON CURRENT INVESTMENTS

Non-trade Investments

a. In equity shares of Subsidiary Company - Unquoted 4 00 00 000 4 00 00 0004,00,00,000 equity shares (Previous Year: 4,00,00,000) of Re. 1 each fully paid up of ASE Capital Markets Limited.

b. In Government Security - Quoted 6 18 09 000 6 18 09 00061,809 bonds (previous year 61,809) of Rs. 1000/- each fully paid up NHAI, Market Value Rs.7,27,81,333 /- (Previous year Rs. 7,36,76,328/- )

Total investments 10 18 09 000 10 18 09 000

12 OTHER NON-CURRENT ASSETS

Other deposits 17 28 126 17 32 031

17 28 126 17 32 031

13 TRADE RECEIVABLES (Unsecured and considered good)

13.1 Debts outstanding for a period exceeding six months from due date of payment 6 50 829 -

13.2 Other debts 23 15 435 25 85 196

29 66 264 25 85 196




29

14 CASH AND BANK BALANCES

14.1 Cash on hand 3 355 2 551

14.2 Balances with Banksa Current account 9 06 049 6 40 151b Fixed deposits 51 09 01 144 49 67 40 239c Earmarked balances 8 46 150 12 65 078

51 26 53 343 49 86 45 468

51 26 56 698 49 86 48 019

15 SHORT TERM LOANS AND ADVANCES(Unsecured, Considered Good)

Advance receivable in cash or in kind or for value to be received 12 75 727 6 76 573Advance Tax 95 73 224 84 09 708

1 08 48 951 90 86 281

16 OTHER CURRENT ASSETS

16.1 Gratuity Plan Assets 8 14 847 4 73 691

16.2 Interest accrued on Fixed Deposits 34 69 340 8 52 001

16.3 Interest accrued on bonds 25 65 704 25 65 704

16.4 Members' Deposits held as securiy deposits 1 08 67 000 1 21 59 000

16.5 Excess amount paid to SEBI towards ISC fund - 26 41 355

1 77 16 891 1 86 91 751




30

17 REVENUE FROM OPERATIONS

Sale of Services 30 89 915 29 94 805Other Operating Revenue 15 45 224 19 92 572

46 35 139 49 87 377

a Sale of Servicesi. Network charges 30 57 415 21 94 805

Membership subscription 17 500 7 00 000OFFICE TRANSFER FEES-BROKERS 15 000 -

30 89 915 28 94 805ii. Delisting Processing Charge - 1 00 000

Total 30 89 915 29 94 805

b Other Operating Revenue

i. Facilitation Charges from Subsidiary Company 15 45 224 19 84 022

ii. Miscellaneous Incomea. Interest on Late Membership Subscription - 8 550

- 8 550

Total 15 45 224 19 92 572

18 OTHER NON OPERATING INCOMEa Interest Income

On Bank FDR , Bonds and Other Deposits 3 97 55 247 4 52 98 723On Savings Account 4 699 7 113On Staff Loan 74 228 47 915Total Interest Income 3 98 34 174 4 53 53 751

b Dividend Income 12 00 000 12 00 000

c Sundry Credit Balance Written back - 1 04 122

d Rent Income 16 88 197 21 14 146

e Miscellaneous income 2 34 441 3 35 426

Total 4 29 56 812 4 91 07 445


Particulars March 31, 2018 March 31, 2017Amount (in Rs.) Amount (in Rs.)


31

19 EMPLOYEE BENEFIT EXPENSES

a Salaries 1 02 23 759 1 12 74 803b Contribution to Provident Fund and ESIC 2 56 928 3 43 529c Staff Welfare Expenses 76 660 1 17 991

Total 1 05 57 347 1 17 36 323

19.1 The Disclosures Required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standard) Rules, 2006 are given hereunder:AssumptionsMortality Table (LIC) 2006 - 08 2006 - 08Discount rate 7.00% 7.00%Rate of increase in compensation levels 6.00% 6.00%Rate of return on plan assets 7.70% 7.70%

20 FINANCE COST

Interest Expenses 1 05 637 81 992

1 05 637 81 992

21 OTHER EXPENSES

Power and Fuel 13 37 704 14 73 231

Repairs and Maintainance Expenses

Repairs - Building 50 979 1 05 150

Repairs - Others 1 45 046 5 31 566

1 96 025 6 36 716

Insurance Expenses 1 77 908 1 65 484

Rates and Taxes 12 81 790 12 43 271

Travelling expenses 1 69 568 32 065




32

Stationery and printing expenses 1 15 332 1 66 691

Postage and Telephone expenses 82 310 96 923

Charity and donation 1 00 000 5 000

Legal and Professional Expenses 5 95 500 10 99 400

Security charges 3 18 000 9 22 500

Office expenses 8 54 078 10 39 404

Sebi Annual Fees - 1 00 000

Sitting Fees 75 000 1 15 000

Bad Debts Written Off 26 04 680 6 05 884

Miscellaneous expenses 8 28 126 5 45 847

Auditor's remuneration:

for statutory audit 2 25 000 2 25 000

Total 89 61 021 84 72 416




33

22 Related party disclosures as required under the Accounting Standard AS- 18 on “Related Party Disclosures” notified in the Companies (Accounting Standards) Rules 2006 are given below:

22.1 Related Party

a Key Managerial Personnel : Shri Vipul Patel, Chief Financial Officer

b Subsidiary Company : ASE Capital Market Limited

c Enterprise where Control exist : ASE Capital Markets Development Board **No transactions taken place during the Year

22.2 Transactions During the Year

Sr. Nature of Subsidiary Key Management No. transaction Company Personnel

2017-18 2016-17 2017-18 2016-17

1 Income

Facilitation charges 15 45 224 19 84 022 - -

2 Expenses

Remuneration - - 9 13 006 9 19 983

3 Contribution from Income

Listing Fees transferred - - - -

4 Dividend Income 12 00 000 12 00 000 - -

5 Balances

Balance Outstanding 3 78 064 9 51 214 - -

(Amount in Rs.)

23 DISCLOSURE IN RESPECT OF OPERATING LEASE

Company is lessor: - Future lease rent receivable (excluding service tax)

Lease 2017-18 2016-17

Within One year 12 99 792 12 99 792

Later than one year and not later than five years 61 74 003 59 14 047

Later than five years 1 13 08 185 1 28 67 933

Total 1 87 81 980 2 00 81 772

(Amount in Rs.)


34

25. The Company is a Small and Medium Sized Company (SMC) as defined in the General Instructions in respect of

Accounting Standards notified under the Act. Accordingly, the Company has complied with the Accounting

Standards as applicable to a Small and Medium Sized Company. However, as company is not a small company

as defined in Section 2(85) of the Act, the financial statement includes Cash Flows Statement.

26. SEBI Exit Order

26.1 Securities and Exchange Board of India issued circular no. CIR/MRD/DSA/14/2012 dated May 30, 2012 (exit

circular) in respect of exit policy for De-recognized / Non-operational Stock Exchanges. As per the circular, if

the stock exchange is not able to achieve the prescribed turnover of Rs. 1000 crores on continuous basis or

does not apply for voluntary surrender of recognition and exit before the expiry of two years from the date of

circular dated May 30, 2012, SEBI shall proceed with compulsory de-recognition and exit of such stock

exchanges, in terms of the conditions as may be specified by SEBI.

26.2 As the company (exchange) stopped trading platform from nine years and could not achieve the criteria laid

down by SEBI by May 30, 2014, the shareholders of the company at Extra Ordinary General Meeting held on

July 05, 2014 approved surrender of license as stock exchange. The Company voluntarily applied to SEBI for

surrendering of license as stock exchange vide letter no. 254 dated July 11, 2014.

26.3 As per the exit circular, the company (exchange) has to transfer / pay following amount to SEBI

i Investor Protection Fund

ii Investor Services Fund

iii 1% Security deposit available with the company to the SEBI Investor Protection and Education Fund

(IPEF).

iv The dues outstanding to SEBI including 10% of the listing fees and annual regulatory fees.

v The outstanding registration fees of brokers / trading members as specified in the SEBI (Stock Brokers

and Sub Brokers) Regulations, 1992. The dues of the brokers to SEBI shall be recovered by the company

out of the brokers’ deposits / capital / dividend payable etc. available with the company. The company

will be liable to make good any shortfall in collection of dues of the brokers.

vi Contribute up to 20% of its assets (after tax) towards SEBI IPEF.

Profit attributable to Shareholders (Rs.) 2 15 41 866 -3 52 52 816

Weighted average no. of equity shares 74 77 251 74 77 251

Face value per equity share (Rs.) 10 10

Basic and diluted earning per shares (Rs.) 2.88 -4.71

24. CALCULATION OF EARNING PER SHARE

Particulars 2018 2017


35

26.4

The Security and Exchange Board of India has issued the exit order on April 02, 2018 under the provisions of

Securities Contract (Regulations) Act, 1956. The financial effect of the same till March 31, 2018 is given

hereunder:

a

Particulars 2017-2018 2016-17

Paid to SEBI

1% Right Public Issue 93 41 129 93 41 129

1% Security Deposit Forfeiture 65 87 684 65 87 684

Investor Service Cell Fund 7 22 84 014 7 22 84 014

Dues Related to brokers / trading members 7 36 78 000 7 35 50 000

Contribution towards SEBI IEPF 30 00 000 -

Total 16 48 90 827 16 17 62 827

Paid to Dissemination Board 39 80 000 39 80 000

Total Amount Paid 16 88 70 827 16 57 42 827

b As per the Exit Order, the company is further required to pay the following:

i Refund of deposit (Refundable) to the stock brokers including their intial contribution / deposit to Settelement

Guarantee Fund / Trade Guaratnee Fund.

ii Outstanding Brokers' fees due to SEBI which are sub-juidce, as and when the same is crystalized. The

estimation of the same can not be ascertained.

26.5 As per the Exit Order, the company is required to change its name and in case, after exit as a stock exchange,

it continues as a corporate entity under the Companies Act, 2013, not use the expression 'stock exchange' or

any variant in its name or in the name of its subsidiary soas to avoaid any representation of present or past

affiliation with the stock exchange.

27 During the year, the company has received following fees for services as a stock exchange even after applying

for de-recognition. The management belives that till the order of de-recognition is received from the SEBI, the

company can accept such fees as Stock Exchange.

Particulars 2017-18 2016-17

Membership Subscription 17 500 7 00 000

Other Fees - 1 00 000

Total 17 500 8 00 000

28 The shareholders of the company at Extra Ordinary General Meeting held on July 05, 2014 decided that after

de-recognition of stock exchange, the company would carry out other activities including providing Financial

Services, Depository Services and act as a Non-Banking Financial Company or such other business as

determined by the Board of Directors of the company subject to alteration of the object clause and change of

name of the company. In view of this, the financial statements of the company have been prepared and

presented on going concern basis.


Amount Paid till 31st March

36

29 Other notes related to Statement of Profit and Loss

( Amount in Rs. )

Particulars 2017-2018 2016-17

Value of imports on CIF basis - Capital goods Nil Nil

Expenditure in foreign currency Nil Nil

Earning in foreign exchange Nil Nil

Remittance in foreign currency on account of dividend Nil Nil

30 Details of loan given, investment made and guarantee given covered under section 186 (4) of the Companies

Act, 2013

Investment made is shown under the respective head.

There are no loan and corporate guarantees given by the company as at March 31, 2018

31 Figures of the previous years have been regrouped, reworked and reclassified wherever necessary.












37

CONSOLIDATED FINANCIAL STATEMENTS


To The Members of AHMEDABAD STOCK EXCHANGE LIMITED

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of The Ahmedabad Stock Exchange Limited (“the Holding Company”) and its subsidiaries (the holding company and its subsidiaries together referred to as “the Group”), comprising of the consolidated balance sheet as at March 31, 2018, the consolidated statement of profit and loss, the consolidated cash flow statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of the consolidated financial statements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. The Board of Directors of the Company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An

38

INDEPENDENT AUDITOR'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS


39

audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company, as at March 31, 2018, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Emphasis of Matter


a. Note no. 18.4 to the financial statements with regard to pendency resolution of disputes on account of recovery from CITI Bank N. A. and pendency of final outcome of the lawsuit filed against CITI Bank N. A. the company pursuant to resolution passed by Board of Directors, has made provision for doubtful recovery amounting to Rs. 33,91,385/- in the books on account in the financial year 2012-13.

b. Note no. 30 in respect of SEBI Exit order of de-recognition as stock exchange and its consequential financial effect on the company.

c. Note no. 31 in respect of receipt of membership fees as stock exchange after applying to SEBI for de-recognition as stock exchange.

d. Note no. 32 in respect of preparation and presentation of financial statements on going concern basis for the reasons stated in the said note.

Our opinion is not qualified in respect of above matters.

Other Matters

We did not audit the financial statements of subsidiaries, whose financial statements reflect total assets of Rs. 11210.28 Lacs as at March 31, 2018, total revenues of Rs. 762.72 Lacs and net cash flows amounting to Rs. 306.51 Lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditor whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries are based solely on the report of the other auditor.

Our opinion on the financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the report of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by sub-section 3 of Section 143 of the Act, we report, to the extent applicable, that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.


40

b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.

c. The consolidated balance sheet, the consolidated statement of profit and loss, and the consolidated cash flow statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

d. In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors of the Holding Company as on 31 March 2018 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditor of its subsidiary companies incorporated in India, none of the Directors of these companies is disqualified as on 31 March 2018 from being appointed as a Director of that company in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in “Annexure - A”; and

g. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Group has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 18 to the financial statements;

(ii) The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund (IEPF) by the subsidiary companies. In respect of holding company, following are the instances of delay in transferring amounts, required to be transferred, to IEPF







Financial Year

of

declaration of dividend

Type of dividend

Date of declaration

Due date of transfer to

IEPF account

Delay in days

Amount

Rs.

2009 –

10

Interim

04/05/2009

10/06/2017

121

2009 – 10 Interim 20/07/2010 26/07/2017 49

1.41

1.05

ANNEXURE – A TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in Independent Auditor’s Report to the members of the Group on the consolidated financial statements for the year ended March 31, 2018, we report that:

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting of The Ahmedabad Stock Exchange Limited (“the Holding Company”) and its subsidiary companies which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Holding Company and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s 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 information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor in terms of their reports referred to in Other Matters Paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

41


42

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Other Matter

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to two Subsidiary Companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies.







AHMEDABAD STOCK EXCHANGE LIMITED - CIN::U67110GJ2005PLC045636

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2018

43













Particulars Note As At As At No. March 31, 2018 March 31, 2017

(Rs.) (Rs.)

I. EQUITY AND LIABILITIES1 Shareholders’ funds

a Share capital 2 7 47 72 512 7 47 72 512

b Reserves and surplus 3 71 72 95 208 68 57 74 395

c Minority Interest 13 10 26 114 11 95 34 707

2 Non-current liabilities

a Other Long term liabilities 4 2 80 88 699 2 91 51 131

b Long-term provisions 5 28 78 916 37 05 505

3 Current liabilities

a Trade payables 6

Outstanding dues of Micro Enterprises and Medium Enterprises - -

Outstanding dues other than Micro Enterprises and Medium Enterprise 22 38 17 684 31 48 28 775

b Other current liabilities 7 63 09 16 063 48 95 35 186

c Short-term provisions 8 8 96 531 14 23 315

Total Liabilities 180 96 91 727 171 87 25 527

II. ASSETS1 Non-current assets

a Property, plant & equipment 9 4 98 92 083 4 91 57 921

b Intangible Assets 9 3 92 733 10 62 514

c Capital Work-in-progress 9 5 47 21 108 5 47 21 108

d Deferred Tax Assets 10 11 64 878 13 59 886

e Non-current investments 11 6 26 01 189 6 26 01 189

f Long term Loans and Advances 12 4 62 94 211 4 44 90 129

g Other non-current assets 13 13 98 78 126 22 01 32 031

2 Current assets

a Trade receivables 14 1 02 45 315 80 26 551

b Cash and Bank balances 15 100 90 94 327 96 44 34 438

c Short-term loans and advances 16 40 92 19 013 28 86 98 247

d Other current assets 17 2 61 88 747 2 40 41 515

Total Assets 180 96 91 727 171 87 25 528



CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018

44

ParticularsNo. March 31, 2018 March 31, 2017

(Rs.) (Rs.)

I. Revenue from operations 19 5 94 34 424 6 29 80 521

II. Other income 20 6 11 77 343 6 73 50 364

III. Total Revenue (I + II) 12 06 11 767 13 03 30 885

IV. Expenses:

Employee benefits expense 21 2 45 80 995 2 70 03 477

Finance costs 22 1 05 637 81 992

Depreciation 38 96 310 30 06 982

Other expenses 23 3 07 67 609 3 21 49 303

Total expenses 5 93 50 551 6 22 41 753

Profit before Exceptional Items 6 12 61 216 6 80 89 132

Exceptional Items - (6 85 82 314)

V. Profit / (Loss) before tax (III-IV) 6 12 61 216 ( 4 93 182)

VI. Tax expense:

Current tax 1 71 00 000 1 25 90 000

Deferred tax 1 95 008 ( 2 33 460)

Adjustment of earlier year tax - ( 5 17 758)

VII. Profit / (Loss)for the year - before Minority 4 39 66 208 (1 23 31 964)Interest

VIII Share of Profit Transfer to Minority Interest 1 14 91 406 1 14 16 634

IX Profit / (Loss) for the year (after adjustment for Minority Interest) 3 24 74 801 (2 37 48 598)

X Earnings per equity share: 28

(1) Basic 4.34 (3.18)

(2) Diluted 4.34 (3.18)

Nominal value of equity shares Rs.10/- Each.



Note For the year ended For the year ended



As per our Audit Report of even date attached For and on Behalf of the Board of Directors - ASEL

For, Manubhai & Shah LLPChartered Accountants











CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018AHMEDABAD STOCK EXCHANGE LIMITED - CIN::U67110GJ2005PLC045636

45


Particulars March 31, 2018 March 31, 2017

(Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES:

Profit as per Profit & Loss Accounts after tax 4 39 66 208 (1 23 31 964)

Adjustment For :-

Provision for Income Tax 1 71 00 000 1 25 90 000

Deferred Tax Adjustment 1 95 008 ( 2 33 460)

Adjustment of Earlier Year Tax - ( 5 17 758)

Depreciation 38 96 310 30 06 982

Financial Charges 1 05 637 81 992

Interest Income 5 90 00 410 (6 41 56 439)

Profit on sale of Fixed Assets ( 20 719)

Dividend Income 1 84 984 ( 5 95 712)

Operating profit before Working Capital Changes 12 44 48 557 (6 21 77 079)

Adjustment For :-

Trade and other recievables (4 50 75 273) (19 38 78 802)

Trade and other payables 4 80 24 071 29 98 28 199

CASH GENERATED FROM OPERATIONS 12 73 97 354 4 37 72 318

Income Tax Paid (1 85 31 755) (2 03 98 960)

CASH FROM OPERATING ACTIVITIES 10 88 65 599 2 33 73 358

B. CASH FLOW FROM INVESTING ACTIVITIES

Addition in Property, Plant and Equipment ( 39 60 690) ( 41 63 548)

Proceeds from Sale of Property, Plant and Equipment - 50 000

Interest Income (5 90 00 410) 6 41 56 439

Dividend Income ( 1 84 984) 5 95 712

CASH FROM INVESTING ACTIVITIES (6 31 46 084) 6 06 38 603

C. CASH FLOW FROM FINANCING ACTIVITIES

Finance Expenses ( 1 05 637) ( 81 992)

Dividend Paid including Tax Paid thereon ( 9 53 989) ( 14 61 133)

CASH FROM FINANCING ACTIVITIES ( 10 59 626) ( 15 43 125)

Net Increase In Cash & Cash Equivalents 4 46 59 889 8 24 68 837

Cash & Cash Equivalants at the beginning of the year 96 44 34 438 88 19 65 612

Cash & Cash Equivalants at the end of the year 100 90 94 327 96 44 34 438

Notes: 1. Cash and cash equivalent include cash and bank balances2. The Cash Flow Statement has been prepared under the 'Indirect Method'.














1 SIGNIFICANT ACCOUNTING POLICIES

1 Basis of Preparation of Consolidated Financial Statements

These consolidated financial statements have been prepared to comply with the Generally Accepted

Accounting Principles in India (Indian GAAP), including the Accounting Standards notified under the

relevant provisions of the Companies Act, 2013.

2 Principles of Consolidation

The consolidated financial statements related to Ahmedabad Stock Exchange Limited ('the

Company') and its subsidiary companies. The consolidated financial statements have been prepared

on the following basis:

a) The financial statements of the Company and its subsidiary companies are combined on a

line-by-line basis by adding together the book values of like items of assets, liabilities,

income and expenses, after fully eliminating intra-group balances and intra-group

transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial

Statements”.

b) The difference between the cost of investment in the subsidiaries, over the net assets at the

time of acquisition of shares in the subsidiaries is recognized in the financial statements as

Goodwill or Capital Reserve, as the case may be.

c) Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified

and adjusted against the income of the group in order to arrive at the net income

attributable to shareholders of the Company.

d) Minority Interest’s share of net assets of consolidated subsidiaries is identified and

presented in the consolidated balance sheet separate from liabilities and the equity of the

Company’s shareholders.

e) As far as possible, the consolidated financial statements are prepared using uniform

accounting policies for, like transactions and other events in similar circumstances and are

presented in the same manner as the Company’s separate financial statements.

3 Investments other than in subsidiaries have been accounted as per Accounting Standard (AS) 13 on

“Accounting for Investments”.

4 Use of Estimates

The preparation of financial statements is in conformity with generally accepted accounting

principles (GAAP) which requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and reported amount of revenues and expenses during

the reporting period. Actual results could differ from these estimates. Any revision to accounting

estimates is recognized prospectively in current and future periods.

46

NOTES TO THE FINANCIAL STATEMENTS


47

5 Revenue Recognition

a) All income and expenditure are recognized and accounted for on accrual basis.

b) Listing fees and interest on listing fees are recognized on accrual basis to the extent that

there is certainty of realization.

6 Fixed Assets and Depreciation

a) Fixed Assets are stated at cost less accumulated depreciation. Costs include all expenses

incurred to bring the assets to its present location and condition.

b) Assets under construction are shown as capital work in progress.

Depreciation on Fixed Assets is recognized as per diminishing balance method and as per the

life provided in Schedule II of the Companies Act, 2013.

7 Impairment of assets

a) Consideration is given at each balance sheet date to determine whether there is any

indication of impairment of the carrying amount of the company's fixed assets. If any

indication exists an assets recoverable amount is estimated. An impairment loss is

recognized whenever the carrying amount of an asset exceeds its recoverable amount.

b) Reversal of impairment losses recognized in prior years is recorded when there is an

indication that the impairment losses recognized for the assets no longer exist or have

decreased.

8 Investments

Investments are of long-term nature and are stated at cost. However, provision is made for

diminution in the value of investment other than of temporary in nature.

9 Retirement Benefits

a) Short term employee benefits and post employment benefits under defined contribution

plans are recognized as an expense at the undiscounted amount in the profit and loss

account of the year in which the related services is rendered.

b) Post employment benefits under defined benefit plans are recognized as an expense in the

profit and loss account for the year in which the employee has rendered services. The

expense is recognized at the present value of the amount payable towards contributions.

The present value is determined using the market yields of government bonds, at the

balance sheet date, at the discounting rate.

c) Other long-term employee benefits are recognized as expense in the profit and loss account

for the period in which the employee has rendered services. Estimated liability on account of

long-term benefits is discounted to the current value, using the yield on government bonds,

as on the date of balance sheet, at the discounting rate.


d) Actuarial gains and losses in respect of post employment and other long-term benefits are

charged to the profit and loss account.

10 Operating Lease

Lease agreements where the risks and the rewards incident to ownership of an asset substantially

vest with the lessor, are recognized as operating leases. Assets given on operating lease are

included in fixed assets. Lease income is recognized in the statement of profit and loss on

systematic basis considering the time pattern. Cost, including depreciation is recognized as an

expense in the statement of profit and loss. Initial direct costs are recognized immediately in the

statement of profit and loss.

11 Provision for Current and Deferred Tax

a) Provision for current tax is made after taking into consideration benefits admissible under

the Provisions of the Income tax Act, 1961.

b) Deferred tax resulting from "timing difference" between book and taxable profit is accounted

for using the tax rates and laws that have been enacted or substantively enacted as on the

balance sheet date. The deferred tax asset is recognised and carried forward only to the

extent that there is a reasonable certainty that the assets will be realized in future.

12 Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is

a present obligation as a result of past events and it is probable that there will be an outflow of

resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent

Assets are neither recognized nor disclosed in the financial statements.

13 General

Accounting policies not specifically referred to are consistent with generally accepted Accounting

Practices.

48



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2018

2 SHARE CAPITAL

2.1 Authorised Capital1,50,00,000 Equity Shares of Rs. 10/- each 15 00 00 000 15 00 00 000(Previous Year 1,50,00,000 Equity Shares of Rs. 10/- each)

2.2 Issued, subscribed and fully paid-up equity Shares 7 47 72 512 7 47 72 51274,77,251 Equity Shares of Rs. 10/- each(Previous Year: 74,77,251 shares) 7 47 72 512 7 47 72 512

2.3 Reconciliation of number of shares outstanding

At the beginning of the period 74 77 251 74 77 251Add: Issued during the period - -

At the end of the period 74 77 251 74 77 251

2.4 Rights, preferences and restrictions attached to shares

Equity Shares :The company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company.

2.5 Details of shareholders holding more than 5% shares in the Company:

Name of the shareholders No. of shares No. of held shares held

--- NIL --- --- NIL --- --- NIL ---

49



As At As At March 31, 2018 March 31, 2017




50

3 RESERVES AND SURPLUS

3.1 Capital ReserveBalance as per last year Financial Statement 12 14 69 883 12 14 69 883

3.2 Capital Reserve on Consolidation 1 19 52 704 1 19 52 704

3.3 Building Reserve FundBalance as per last year Financial Statement 14 01 00 000 14 01 00 000

3.4 Trade Technology Development FundBalance as per last year Financial Statement 5 25 00 000 5 25 00 000

3.5 Earmarked Funds

a Trade Guarantee FundBalance as per last year Financial Statement 17 49 71 771 17 49 71 771

b Brokers' Contingency Fund Balance as per last year Financial Statement 1 00 54 646 1 00 54 646

Total Earmaked Funds 18 50 26 417 18 50 26 417

3.6 General ReserveBalance as per last year Financial Statement 2 07 12 440 2 07 12 440

3.7 Securities Premium ReserveBalance as per last year Financial Statement 96 674 96 674

3.8 Customer Protection FundBalance as per last year Financial Statement 5 42 737 5 42 737

3.9 Surplus as per Statement of Profit and lossBalance as per last year Financial Statement 15 33 73 540 17 71 22 139Add ::Net Profit / (Loss) for the year 3 24 74 801 -2 37 48 598

18 58 48 342 15 33 73 540Less::Dividend Distribution ( 5 03 871) - Tax on Dividend Distribution ( 4 50 118) -

( 9 53 989) - 18 48 94 353 15 33 73 541

Total 71 72 95 208 68 57 74 395


51

4 OTHER LONG TERM LIABILITY

4.1 Sub-Brokers' DepositsCash Segment 1 83 57 061 1 85 31 519F & O Segment 39 72 000 38 72 000Currency Derivatives 80 000 80 000

2 24 09 061 2 24 83 519

4.2 Other Deposits - 10 00 000

4.3 Other Liabilities 56 79 638 56 67 612

Total 2 80 88 699 2 91 51 131

5 LONG TERM PROVISIONS

For Employees Benefits 28 78 916 37 05 505

Total 28 78 916 37 05 505

6 TRADE PAYABLES

Micro, Small and Medium Enterprises * Other suppliers 22 38 17 684 31 48 28 775

Total 22 38 17 684 31 48 28 775




52



A Principal amount remaining unpaid to any supplier as at the reporting period

B Interest due there on

C Amount of interest paid by the Company in terms of Section 16 of MSMED, along with the amount of payment made to the suppliers beyond the appointed day during the reporting period

D Amount of interest due and payable for the reporting period of delay in making payment (Which have been paid but beyond the appointed day during the period) but without adding the interest specified under the MSMED.

E Amount of interest accrued and remaining unpaid at the end of the accounting period

F Amount of further interest remaining due and payable in succeeding years.

The above information has been complied in respect of parties to the extent to which they could be identified as Micro, Small and medium Enterprise on the basis of information available with the company.

--- ---

--- ---

--- ---

--- ---

--- ---

--- ---


7 OTHER CURRENT LIABILITIES

7.1 Payable to Members

7.1.1 Member / Broker DepositsMembers Security Deposits 1 01 13 000 1 14 05 000

Members Security Deposit - ASE Contribution 3 32 72 713 3 35 97 713

Additional Base Minimum Capital 8 52 092 8 52 092

Trading Memebers' Deposit 5 50 000 5 50 000

Margin Received for Exchange Trades - F&O 38 26 85 894 26 94 00 217

Additional BMC Cash Segment 18 26 84 310 15 37 39 198

Interest Payable to Sub-borker on Additional BMC 2 54 325 2 06 629

61 04 12 334 46 97 50 849

53

7.1.2 Initial Members' Contribution to Trade Guarantee Fund 41 36 632 41 36 632

61 45 48 966 47 38 87 481

7.2 Statutory dues 42 59 355 38 03 398

7.3 Advance From Customers 74 38 323 53 95 609

7.4 Other Payables 6 90 958 11 81 953

7.5 Fees Payable for SEBI - 31 28 500

7.6 Unclaimed Dividends 7 90 473 11 80 874

7.7 DP Dividend Payable to Customer 12 98 213 9 57 371

7.8 Bank Book Overdraft 18 89 775 -

Total 63 09 16 063 48 95 35 186

8 SHORT TERM PROVISIONS

Provision for employee benefits 8 84 002 13 40 695

Income Tax Provision (Net of Advance Tax) 12 529 82 620

Total 8 96 531 14 23 315




54


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55

10 DEFERRED TAX ASSETS ( NET )

10.1 Deferred Tax AssetsRelated to Fixed Assets 3 83 452 87 316Disallowance under the Income Tax Act, 1961 10 26 857 13 80 531

14 10 308 14 67 847

10.2 Deferred Tax LiabilityRelated to Fixed Assets 2 45 430 1 07 962

2 45 430 1 07 962

Deferred Tax Assets 11 64 878 13 59 886

11 NON CURRENT INVESTMENTSNon-trade Investments

a In Government Security - Quoted 6 18 09 000 6 18 09 00061,809 bonds (previous year 61,809) of Rs. 1000/- each fully paid up NHAI, Market Value Rs. 7,36,76,328/- (Previous year Rs. 6,91,02,462/-)

b In Equity Instruments - Un-quoted6428 Shares (previous year 6428 shares) of Rs. 1/- each 7 92 189 7 92 189

Total 6 26 01 189 6 26 01 189

11.1 As at balance sheet date, the company holds 250 shares (P.Y. 250 shares) of CSE Ltd. for which the company has not paid any consideration.

12 LONG TERM LOANS AND ADVANCES

12.1 Deposits with Stock Exchanges/DepositoriesBombay Stock Exchange 28 20 833 16 25 000National Stock Exchange 2 46 00 000 2 46 01 000National Stock Exchange Clearing Corporation Ltd. 1 34 00 000 1 34 00 000CDSL Security Deposits 5 00 000 5 00 000National Securities Depository Ltd. 10 00 000 10 00 000IL & FS 20 00 000 10 00 000Other Deposit 1 38 000 1 50 732

4 44 58 833 4 22 76 732




56

12.2 Loans and Advances to Employees 1 91 481 7 67 648

12.3 Advance Tax (Net of Provision) 16 43 897 14 45 749

Total 4 62 94 211 4 44 90 129

13 OTHER NON-CURRENT ASSETS

13.1 Other deposits 17 28 126 17 32 031

13.2 Fixed Deposits with Bank 13 81 50 000 21 84 00 000

Total 13 98 78 126 22 01 32 031

13.4 The fixed deposits with bank amounting to 13,69,00,000/- (P.Y. Rs. 21,36,00,000/-) have been placed as margin money with Stock Exchanges.

14 TRADE RECEIVABLES (Unsecured and considered good)

14.1 Debts outstanding for a period exceeding six months from due date of payment : 66 57 216 51 55 496

14.2 Other debts 35 88 098 28 71 055

Total 1 02 45 315 80 26 551

15 CASH AND BANK BALANCES

15.1 Cash on hand 41 181 21 512

15.2 Balances with Banksa Current account 20 52 33 653 26 56 45 978b Fixed deposits 80 16 96 293 69 66 05 689c Earmarked balances 21 23 201 22 31 559

100 90 53 147 96 44 83 226Less: Provisions - 70 301

100 90 53 147 96 44 12 925

Total 100 90 94 327 96 44 34 438




57

15.3 Fixed Deposits of Rs. 26,81,00,000/- ( P.Y. Rs. 18,16,00,000/-) are placed as margin money with Stock Exchanges.

16 SHORT TERM LOANS AND ADVANCES(Unsecured, Considered Good)Advance receivable in cash or in kind or for value to be received 62 52 648 36 98 658Margin Money with Stock Exchanges - F&O 38 26 85 894 26 94 00 217Loans and Advances to Employees 12 13 038 5 99 912Security Deposits 27 00 000 37 00 000Advance Tax 95 73 224 84 09 708Balances with Revenue Authorities 36 02 330 14 17 307Others Receivables 31 91 878 14 72 445

Total 40 92 19 013 28 86 98 247

17 OTHER CURRENT ASSETSGratuity Plan Assets 8 14 847 4 73 691Interest accrued on Fixed Deposits 1 19 41 196 62 01 765Interest accrued on bonds 25 65 704 25 65 704Members' Deposits held as securiy deposits 1 08 67 000 1 21 59 000Excess amount paid to SEBI towards ISC fund - 26 41 355

Total 2 61 88 747 2 40 41 515

18 CONTINGENT LIABILITY AND CAPITAL COMMITMENTS

18.1 Counter Bank Guarantees 1 50 00 000 1 50 00 00018.2 Claims not acknowledged as debts

a Service Tax Tax Demand 47 56 009 47 56 009 Penalty 95 11 910 95 11 910

b Income Tax (*) A. Y. 2012-2013 - 34 84 990

c Stamp Duty 1 97 38 151 1 97 38 151

18.3 Disputed Charges (CITI Bank) (Refer note 18.4) Undetermined Undetermined

4 90 06 070 5 24 91 060

*Pending appeals of Income Tax for A. Y. 2007-08, A. Y. 2008-09 and A. Y. 2010-11 concluded in favour of the Company during the year under review, however, the order giving effect by the Income Tax Department is pending.




58

18.4 Pending issues with CITI Bank N. A.

The company has been maintaining two different bank accounts with CITI Bank N. A. Ahmedabad branch for the purpose of client’s pay outs resulting from of business transacted at BSE and NSE. The company has initiated the process of reconciling the transactions since the commencement of operations in aforesaid accounts as the bank had arbitrarily recovered the charges inspite of the bank’s offer to serve free of cost. The company has disputed such recoveries since the details of the same have not been provided by bank and also requested bank to grant refund of the sum already recovered.

During the financial year 2009-2010, upon request by the bank, the company had transferred the sum of Rs. 32,89,500 in addition to funds already transferred to facilitate the client’s pay-out without any hindrance. In addition to such amount, the company has further transferred the sum of Rs. 1,01,885/- to facilitate the client’s pay-out. Inspite of company’s request to provide details of utilization of such funds and cheques outstanding for presentation, the bank failed to furnish the requisite details and therefore company has insisted bank to appoint an independent agency to reconcile the transactions. The bank has appointed a firm of Chartered Accountant to reconcile the transactions since commencement of operations. However, the process of reconciliation by the said firm of chartered accountants is yet to initiate.

The company has filled Civil Suit before Hon’ble City Civil Court, Ahmedabad to resolve the dispute with a claim of Rs. 64,75,638/- inclusive of funds transfer, interest thereon and charges debited by Bank. In response to inquiry by the management, the council appointed for the purpose of arguing the case, has informed that the hearing is yet to take place and therefore the current position of the case is status quo.

In view of the above matter the company has already provided for bad recoveries in the financial year 2012-13

18.5 Pending adjustments / recovery of certain balances

The company has identified the amount, outstanding exceeding twelve months for NSDL Transaction Charges Receivable amounting to Rs. 41,19,758/- (P. Y. Rs. 34,07,369/-) against which company recovered Rs. 16,49,692/- (P. Y. Rs. 16,49,692/-) resulting net balance of Rs. 24,70,066/- being NSDL Transaction Charges Receivable and outstanding exceeding twelve months for CDSL Transaction Charges Receivable Rs. 32,59,532/- (P. Y. Rs. 28,41,856/-), recoverable from various clients for which the recovery, although initiated, is pending inspite of persuasive efforts. The company expects the recovery of the said amounts in near future and therefore considered the same as good for recovery and no provision is made

The company is yet to identify the clients in respect of DP Dividend Payable amounting to Rs. 2,15,637/- (P.Y. Rs. 1,73,284/-).


59

19 REVENUE FROM OPERATIONS

a Sale of Services 5 68 47 837 6 04 10 437b Other Operating Revenue 25 86 587 25 70 084

Total 5 94 34 424 6 29 80 521

a Sale of Services

i Depositary Services CDSL 25 10 084 24 07 105NSDL 1 86 04 050 1 81 15 769

2 11 14 134 2 05 22 874

ii Collection from Members :Network charges 30 57 415 21 94 805Membership subscription 17 500 7 00 000Office transfer Fees 15 000 -

30 89 915 28 94 805

iii Delisting processing Charges - 1 00 000

iv Brokerage and Other Charges 3 26 43 788 3 68 92 758

5 68 47 837 6 04 10 437

b Other Operating Revenue

i Other Operating Revenue 25 86 587 25 61 534

ii Miscellaneous IncomeInterest on Late Membership Subscription - 8 550

25 86 587 25 70 084

20 OTHER NON OPERATING INCOME

20.1 Interest IncomeOn Bank FDR , Bonds and Other Deposits 5 87 26 499 6 39 60 826On Savings Account 4 699 7 113On Staff Loan 74 228 47 915Other Interest 1 94 984 1 40 585

5 90 00 410 6 41 56 439




60

20.2 Dividend on Investment in Shares 1 84 984 5 95 712

20.3 Sundry Credit Balance Written back - 1 04 122

20.4 Rent Income 16 88 197 21 14 146

20.5 Profit on sale of Fixed Assets - 20 719

20.6 Miscellaneous income 3 03 752 3 59 226 Total 6 11 77 343 6 73 50 364

21 EMPLOYEE BENEFIT EXPENSESSalaries 2 07 33 060 2 25 17 333Contribution to PF and ESIC 30 91 704 40 39 715Staff Wealfare Expenses 7 56 231 4 46 429

Total 2 45 80 995 2 70 03 477

21.1 The Disclosures Required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standard) Rules, 2006 are given hereunder:Assumptions - Related to GratuityAssumptions - Related to GratuityMortality Table (LIC) 2006 - 08 2006 - 08Discount rate 7.00% 7.70%Rate of increase in compensation levels 6.00% 6.00%Rate of return on plan assets 7.70% 7.70%

22 FINANCE COST

Interst Expenses 1 05 637 81 992

Total 1 05 637 81 992

23 OTHER EXPENSES

23.1 Power and Fuel 27 26 374 29 02 147

23.2 Repairs and Maintainance ExpensesRepairs - Building 50 979 1 05 150Repairs - Others 12 51 922 18 86 776

13 02 901 17 24 271




23.3 Insurance Expenses 1 77 908 1 65 484

23.4 Rates and Taxes 12 81 790 12 43 271

23.5 Depository Clearing House charges 69 95 611 77 02 723

23.6 Legal and Professional Expenses 20 84 079 29 93 966

23.7 Software development and Maintenance charges 36 78 115 27 09 338

23.8 Stock Exchange Charges 17 58 548 19 74 327

23.9 Miscellaneous expenses 79 32 603 94 35 237

23.10 Prior Period Expenses - 2 00 000

23.11 Bad Debt Written Off 26 04 680 6 05 884

23.12 Auditor's remuneration:for statutory audit 2 25 000 2 25 000

2 25 000 2 25 000

Total 3 07 67 609 3 21 49 303




61

62

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

24 Enterprises consolidated as subsidiary in accordance with Accounting Standard 21 - "Consolidated Financial

Statements" :

Name of the Enterprises Proportion of Ownership

ASE Capital Market Limited 54.27%

ASE Capital Market Development Board *

* Controlled by Board of the Company

25 Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises

consolidated as Subsidiary.

25.1 As At March 31, 2018

Name of the Entity Net Assets, i.e., Share in profit total assets minus or loss

total liabilities

As % of Amount in As % of Amount consolidated Rs. consolidated in Rs.

Net Assets Profit or Loss

Parent

Ahmedabad Stock Exchange Limited 68.23% 62 98 06 444 47.17% 2 15 41 866

Subsidiaries - Indian

ACML 29.26% 27 00 75 897 50.99% 2 32 91 099

Development Board 2.51% 2 32 11 498 1.84% 8 40 387

31.77% 29 32 87 395 52.83% 2 41 31 486

Consolidated Total 100.00% 92 30 93 839 100.00% 4 56 73 352

Minority Interests in all subsidiaries 14.19% 13 10 26 114 25.16% 1 14 91 406

25.2 As At March 31, 2017

Name of the Entity Net Assets, i.e., Share in profit total assets minus or loss

total liabilities

As % of Amount in As % of Amount consolidated Rs. consolidated in Rs.

Net Assets Profit or Loss

Parent

Ahmedabad Stock Exchange Limited 69.11% 60 82 64 574 295.60% (3 64 52 816)

Subsidiaries - Indian

ACML 28.34% 24 94 45 932 -189.83% 2 34 09 283

Development Board 2.54% 2 23 71 111 -5.77% 7 11 569

30.89% 27 18 17 043 33.05% 2 41 20 852

Consolidated Net Assets 100.00% 88 00 81 617 100.00% (1 23 31 964)

Minority Interests in all subsidiaries 13.58% 11 95 34 707 -79.16% 97 62 323


63

26 Related party disclosures as required under the Accounting Standard AS- 18 on “Related Party Disclosures”

notified in the Companies (Accounting Standards) Rules 2006 are given below:

26.1 Related Party

a Key Managerial Personnel : Shri Vipul Patel, Chief Financial Officer (In-Charge MD)

26.2 Transactions During the year Amount in Rs.

No. Nature of transaction Key Managerial Personnel

2017-2018 2016-2017

1 Expenses

Managerial Remuneration - C.F.O. 9 13 006 9 19 983

9 13 006 9 19 983

27 DISCLOSURE IN RESPECT OF OPERATING LEASE

27.1 Company is lessor: - Future lease rent receivable (excluding service tax) Amount in Rs.

Lease 2017-2018 2016-2017

Within One year 12 99 792 19 47 792

Later than one year and not later than five years 61 74 003 89 92 047

Later than five years 1 13 08 185 1 85 05 533

Total 1 87 81 980 2 94 45 372

27.2 Rent income of Rs. 16,88,197/- ( previous year Rs. 19,47,792/- ) has been recongnised in statementof profit and loss in resepct of such lease excluding service tax.

28 CALCULATION OF EARNING PER SHARE

Particulars For the Year Ended March 31,

2018 2017

Profit / Loss attributable to Shareholders (Rs.) 3 24 74 801 (2 37 48 598)

Weighted average no. of equity shares 74 77 251 74 77 251

Nominal value per equity share (Rs.) 10 10

Basic and diluted earning per shares (Rs.) 4. 34 -3. 18


64

29 Ahmedabad Stock Exchange Limited and its subsidiary companies are Small and Medium Sized

Companies (SMC) as defined in the General Instructions in respect of Accounting Standards notified

under the Act. Accordingly, the Companies have complied with the Accounting Standards as

applicable to a Small and Medium Sized Company. However, as Ahmedabad Stock Exchange Limited

and its subsidiary companies are not small companies as defined in Section 2(85) of the Act, the

financial statement includes Cash Flows Statement.

30 SEBI EXIT ORDER

30.1 Securities and Exchange Board of India issued circular no. CIR/MRD/DSA/14/2012 dated May 30,

2012 (exit circular) in respect of exit policy for De-recognized / Non-operational Stock Exchanges.

As per the circular, if the stock exchange is not able to achieve the prescribed turnover of Rs. 1000

crores on continuous basis or does not apply for voluntary surrender of recognition and exit before

the expiry of two years from the date of circular dated May 30, 2012, SEBI shall proceed with

compulsory de-recognition and exit of such stock exchanges, in terms of the conditions as may be

specified by SEBI.

30.2 As the holding company (exchange) stopped trading platform from nine years and could not

achieve the criteria laid down by SEBI by May 30, 2014, the shareholders of the company at Extra

Ordinary General Meeting held on July 05, 2014 approved surrender of license as stock exchange.

The Company voluntarily applied to SEBI for surrendering of license as stock exchange vide letter

no. 254 dated July 11, 2014.

30.3 As per the exit circular, the holding company (exchange) has to transfer / pay following amount to

SEBI

i Investor Protection Fund

ii Investor Services Fund

iii 1% Security deposit available with the company to the SEBI Investor Protection and Education Fund

(IPEF).

iv The dues outstanding to SEBI including 10% of the listing fees and annual regulatory fees.

v The outstanding registration fees of brokers / trading members as specified in the SEBI (Stock

Brokers and Sub Brokers) Regulations, 1992. The dues of the brokers to SEBI shall be recovered by

the company out of the brokers’ deposits / capital / dividend payable etc. available with the

company. The company will be liable to make good any shortfall in collection of dues of the

brokers.

vi Contribute up to 20% of its assets (after tax) towards SEBI IPEF.

30.4 The Security and Exchange Board of India has issued the exit order on April 02, 2018 under the

provisions of Securities Contract (Regulations) Act, 1956. The financial effect of the same till March

31, 2018 is given hereunder:


65

a Particulars Amount paid till March 31,

2018 2017

Paid to SEBI

1% Right Public Issue 93 41 129 93 41 129

1% Security Deposit Forfeiture 65 87 684 65 87 684

Investor Service Cell Fund 7 22 84 014 7 22 84 014

Dues Related to brokers / trading members 7 36 78 000 7 35 50 000

Contribution towards SEBI IEPF 30 00 000 -

Total 16 48 90 827 16 17 62 827

Paid to Dissemination Board 39 80 000 39 80 000

Total Amount Paid 16 88 70 827 16 57 42 827

b As per the Exit Order, the company is further required to pay the following:

i Refund of deposit (Refundable) to the stock brokers including their intial contribution / deposit to Settelement Guarantee Fund / Trade Guaratnee Fund.

ii Outstanding Brokers' fees due to SEBI which are sub-juidce, as and when the same is crystalized. The estimation of the same can not be ascertained.

30.5 As per the Exit Order, the holding company is required to change its name and in case, after exit as a stock exchange, it continues as a corporate entity under the Companies Act, 2013, not use the expression 'stock exchange' or any variant in its name or in the name of its subsidiary soas to avoaid any representation of present or past affiliation with the stock exchange.

31 During the year, the holding company has received following fees for services as a stock exchange even after applying for de-recognition. The management belives that till the order of de-recognition is received from the SEBI, the company can accept such fees as Stock Exchange.


Membership Subscription 17 500 7 00 000

Other Fees - 1 00 000

Total 17 500 8 00 000


66

32 The shareholders of the company at Extra Ordinary General Meeting held on July 05, 2014 decided that after de-recognition of stock exchange, the company would carry out other activities including providing Financial Services, Depository Services and act as a Non-Banking Financial Company or such other business as determined by the Board of Directors of the company subject to alteration of the object clause and change of name of the company. In view of this, the financial statements of the company have been prepared and presented on going concern basis.

33 Other notes related to Statement of Profit and Loss


Value of imports on CIF basis - Capital goods Nil Nil

Expenditure in foreign currency Nil Nil

Earning in foreign exchange Nil Nil

Remittance in foreign currency on account of dividend Nil Nil

34 Details of loan given, investment made and guarantee given covered under section 186 (4) of the Companies Act, 2013

Investment made is shown under the respective head.

There are no loan and corporate guarantees given by the company as at March 31, 2018

35 Figures of the previous years have been regrouped, reworked and reclassified wherever necessary.














Proxy form[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration)

Rules, 2014]

CIN: U67110GJ2005PLC045636

Name of the Company: AHMEDABAD STOCK EXCHANGE LIMITEDRegistered office: 1st FLOOR, KHAMDHENU COMPLEX, OPP. SAHAJANAND COLLEGE, NR PANJARA POLE AMBAWADI,

AHMEDABAD - 380015

Name of the Member(s):

Registered address:

E-mail Id:

Folio No/ Clint Id: DP ID:

I/ We being the member of Ahmedabad Stock Exchange Limited, holding _________ shares, hereby appoint

1. Name: _____________ Address: E-mail Id: Signature_____________

or failing him

2. Name: _____________ Address: E-mail Id: Signature: _____________

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 13thAnnual General Meeting of thmembers of the Company, to be held on Friday, the 28 Day of September, 2018 at 5.45 P.M. at the Basement of the

Registered Office of the Company (Erstwhile ISC-ASEL), Nr. Kamdhenu Complex, Panjara Pole, Ambawadi, Ahmedabad-380 015and at any adjournment thereof in respect of such resolution as is indicated below:

67

Signed this ….. day of…… 2018

Signature of Shareholder: ___________________________________________________________________

Signature of Proxy holder(s): _______________________________ ________________________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 Hours before the commencement of the Meeting.

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 Hours before the commencement of the Meeting.

Affix Revenue

Stamp


Sr. No.

Resolution

For

Against ORDINARY BUSINESS

1

Adoption of Financial Statements for the year 201 7-2018

along with Auditors’

Report and Directors Report thereon.

2

To elect a

director in place of Shri Apurva R. Hathi (DIN: 03377374), who retires by rotation but being eligible offers himself for reappointment.

3

To delete the requirement of r atification of appointment of Statutory Auditors of the Company

at each Annual General Meeting.

SPECIAL BUSINESS:

4

To appoint a

Mr. Ramesh chandra N.

Chokshi (DIN:06693082) as a Director of the Company, liable to retire by rotation.

AHMEDABAD STOCK EXCHANGE LIMITED(Formerly, The Stock Exchange - Ahmedabad) (ESTD. 1894 A.D.)

Registered Office:1st Floor, Kamdhenu Complex, Opp. Sahajanand College, Panjara Pole, Ambawadi, Ahmedabad-380 015.

Tel.: 079-26307971 to 74 Fax: 079-26308877 • E-mail: [email protected] • Website: www.aselindia.co.in

CIN No. U67110GJ2005PLC045636

th annual report 2017 - 2018 - ahmedabad stock exchange · fund to sebi investoreducation and...

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