RAJENDRA CHAUHAN & CO. - SMC Global Securities CHAUHAN & CO. Chartered Accountants 83 (II Floor), Shyam Lai Road, Darya Ganj, New Delhi.110002 Phones: Off.: 011-43613161, Telefax.:

RAJENDRA CHAUHAN & CO.Chartered Accountants

83 (II Floor), Shyam Lai Road, Darya Ganj, New Delhi.110002Phones: Off.: 011-43613161, Telefax.: 011-43613161, Mobile: +919810332111

E-mail.: [email protected], [email protected]

Independent Auditor's Report

To the Members of:SMC Insurance Brokers Private Limited

Report on the Financial Statements

We have audited the accompanying financial statements of SMC Insurance Brokers Private Limited ('the

Company'), which comprise the Balance Sheet as at 31 March 2015, 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 and presentation of these 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

o,: 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

there under.

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.

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 at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central

Government in terms of sub-section (11) of section 143 of the Act, we give in the Annexure, a statement on

the matters specified in the paragraph 3 and 4 of the said Order, to the extent applicable.

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 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 as on 31 March 2015 taken on

record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being

appointed as a director in terms of Section 164 (2) of the Act; and

(f) 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 does not have any pending litigations which may impact its financial position;ii) the Company did not have any long term contracts including derivative contracts for which therewere any material foreseeable losses, andiii) there were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.

For Rajendra Chauhan & Co.

Chartered Accountants

Firm's registration number: 013214N

-6—&Rajendra Chauhan

Partner

M. No.: 089108

Place: New Delhi

Date-: 1st May, 2015

Annexure to the Independent Auditors' Report

The annexure referred to in our Independent Auditors' Report to the members of Company on the financial

statements for the year ended on 31 March 2015, we report that:

i. (a) The Company has maintained proper records showing full particulars, including quantitativedetails and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased

programme designed to cover all the items over a period of two years which, in our

opinion, is reasonable having regard to the size of the Company and the nature of its

assets. Pursuant to the programme, a portion of the fixed assets has been physically verified

by the Management during the year and no material discrepancies have been noticed on

such verification.

ii. That the company is engaged in service industry being in insurance broking business and does notmaintains any inventories, therefore the clause 2(a), 2(b) and 2(c) of the Order,2015 are notapplicable to the company.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms or otherparties covered in the register maintained under Section 189 of the Companies Act, 2013, hencesub clause (a) and (b) are not applicable.

iv. In our opinion and according to the information and explanations given to us, there is an adequateinternal control system commensurate with the size of the Company and the nature of its businessfor the purchase of Investments and fixed assets and for the sale of Investments and services.Further, on the basis of our examination of the books and records of the Company, and accordingto the information and explanations given to us, we have not observed any major weakness in theinternal control system during the course of the audit.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76of the Act and the rules framed there under.

vi. The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Act, for any of the Business activities being carried on by theCompany.

vii. a) According to the records of the company, the company is regular in depositing undisputedstatutory dues in respect of provident fund, employees state insurance, income tax, wealthtax, sales tax, value added tax, service tax, cess and any other statutory dues, with theappropriate authorities, as applicable to it.

b) According to the information and explanations given to us, there is no undisputed amountspayable in respect of Income Tax, Wealth Tax, Sales tax, Value Added Tax, service tax,custom duty and excise duty, as applicable to the company, were outstanding as at 31st

March, 2015, for a period of more than six months, from the date they became payable.

c) According to the information and explanations given to us, there are no statutory dues in

respect of Income Tax, Wealth Tax, Sales tax, Value Added Tax, service tax, custom

duty and excise duty, as applicable to the company which have not been deposited with theappropriate authorities on account of any dispute.

d) According to the information and explanations given to us, there were no amounts whichwere required to be transferred to Investor Education and Protection Fund.

viii) The accumulated losses at the end of the financial year are not more than fifty percent of networth of the company. The company has not incurred cash losses in the financial year under ouraudit and in the immediately preceding financial year.

ix) According to the records of the Company examined by us, information and explanation given tous, the Company has not defaulted in repayment of dues to any financial institution or banks.

x) According to the information and explanation given to us, the company has not given any guaranteetowards credit facility or loans taken by others from any bank or financial Institution.

xi) In our opinion, and according to the information and explanations given to us, the term loans availedhave been applied for the purposes for which they were taken.

xii) According to the information and explanations given to us, no fraud on or by the Company has beennoticed or reported during the course of our audit.

For Rajendra Chauhan & Co.

Chartered Accountants

Firm's registration number: 013214Ni—\2tr **»—•—***-"Rajendra Chauhan

Partner

M. No.: 089108

Place: New Delhi

Date-: 1st May, 2015

SMC INSURANCE BROKERS PVT. LTD.Balance Sheet as at 31st March 2015 Amount in?

Particulars

Equity and Liabilities

Shareholders' fundsShare capital

Reserves and surplus

Non-current liabilitiesLong-term borrowingsLong-term provisions

Current liabilitiesTrade PayableOther current liabilitiesShort-term provisions

Assets

Non-current assetsFixed assets

Tangible assetsIntangible assets

Deferred tax assets (net)

Non-current Investment1 ong term loans and advancesNon Current Trade Receivable

Current assetsCurrent InvestmentTrade ReceivablesOl.her Current AssetsCash & Bank BalancesShort term loans and advances

Note No.

2.01

2.02

2.032.04

2.052.062.07

2.08

2.09

2.102.112.12

2.132.142.152.162.17

As at

31st March 2015

414,000,000(84,726,106)

329,273,894

3,128,19810,600,49713,728,695

2,873,6397,986,1381,937,500

12,797,277

355,799,866

22,603,819641,573

23,245,392

38,863,73138,863,731

86,584,24473,373,162

2,158,828162,116,234

50,000,00070,737,750

28,5425,606,9805,201,237

131,574,509

355,799,866

As at

31st March 2014

414,000,000(143,999,581)270,000,419

3,367,4197,975,374

11,342,793

4,411,95022,783,4021,476,508

28,671,860

310,015,072

35,254,2782,764,752

38,019,030

67,436,08867,436,088

-

110,338,725702,456

111,041,181

30,000,00052,566,902

36,0945,610,0445,305,733

93,518,773

310,015,072

Significant accounting policies and notes to the financial statements

In terms of our Audit Report of even date attached

For Rajendra Cnauhan & CoChartered AccountantsFirm Registration No.: 013214N

1,2

For and on behalf of Board of Directors

ndra ChauhanPartnerMembership No.: 089108

Place: New DelhiDate: Olst May 2015

Pravin AgarwalDirector

Akanksha GuptaDirector

Shamsher AnsariCompany Secretary

Sakshi MehtaChief Financial Officer

SMC INSURANCE BROKERS PVT. LTD.Cash Flow Statement for the year ending 31st March 2015 Amount in ?

Particulars For the year ended31st March 2015

For the year ended31th March 2014

CASH FLOW FROM OPERATING ACTIVITIESNet Profit Before laxAdd:Adjustment for depreciationI oss on sale of Fixed assetsInterest paid

Less:Profit on sale of Fixed assetsInterest ReceivedDividend ReceivedProfit on sale of Non Current InvestmentIncome from Current InvestmentOperating Profit before Change in Working Capital

Change In Working CapitalChange in Current AssetsDecrease/(lncrease) in Trade ReceivableDerrease/(lncrease) in loan & Advance

Change in Current Liabilitylncrease/(Decrease) in Trade Payable & Other Liability

Cash Flow from Operating Activities before taxLess: Fax PaidNet Cash Flow f rom/(used) Operating Activities after tax

92,594,173

14,293,062

462,764107,349,999

(33,452)(372,035)(893,878)(637,214)(707,601)

104,705,819

68,477,157

10,044,9103,006,983

112,64781,641,697

(81,465)

(373,794)81,186,438

(A)

(19,619,667)

37,070,058

(13,249,460)

108,906,750

108,906,750

(7,982,898)

(34,141,370)

(2,908,650)

36,153,520

36,153,520

CASH FLOW FROM INVESTING ACTIVITIESSale D| Fixed AssetsPurchase of I ixed AssetsPurchase of Current InvestmentsPurchase of Non Current InvestmentsIncome from Current InvestmentInterest ReceivedDividend ReceivedProfit on sale of Non Current InvestmentChange in I ixed DepositNet Cash from/fused) in Investing Activities

CASH FLOW FROM FINANCING ACTIVITY

(B)

82,800(4,317,115)

(20,000,000)(86,584,243)

707,601372,035893,878637,214

(108,207,830)

1,305,778(7,412,565)

(30,000,000)

373,79481,465

(3,000,000)(38,651,528)

Change in Share CapitalChange in Share Application Moneylncrease/(Decrease) in Short term borrowingslncrease/(l)ecrease) in long term borrowingsInterest paidNet Cash from/fused) in financing Activity

Net Increase in cash & cash equivelant

Cash and cash Equivalent as on 01.04.2014Cash and cash Equivalent as on 31.03.2015

Significant accounting policies and notes to the financial statements

(C)

(A+B+C)

1,2

(239,221)(462,764)(701,985)

(3,064)

1,410,0441,406,980

3,113,094(112,647)

3,000,447

502,439

907,6051,410,044

Notes:1) I he above Cash I low Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3 on "Cash Flow" as

notified u/s m(3C) of the Companies Act, 1956.7} Figure in brackets indicate cash outflow3) I he significant accounting policies and notes to the accounts form integral part of cash flow4) Previous year figure have been regrouped and recast where necessary to confirm to current year classification.

In terms of our Audit Report of even date attached

For Rajendra Chauhan & CoChartered Accountantsi irrn Registration No.: 013214N

For and on behalf of Board of Directors

ajendra ChauhanPartnerMembership No.: 089108

Place: New DelhiDare: Olst May 701!)

Pravin AgarwalDirector

Akanksha GuptaDirector

ShamsherAnsari Sakshi MehtaCompany Secretary chief Financial officer

V

SMC INSURANCE BROKERS PVT. LTD.Statement of Profit & Loss for the Year ended 31st March 2015 Amount in ?

Particulars

Revenue

Revenue from operationsOther income

Total revenue

ExpensesEmployee benefits expensesFinance costDepreciation and amortization expense

Other expenses

Total expenses

Net Profit before tax

Tax expenseCurrent TaxDeferred Tax

MAT Credit entitlement

Net Profit after tax

Note No. For the Year ended

31st March 2015

2.18 361,789,9302.19 2,774,496

364,564,426

2.20 183,255,1522.21 462,7642.22 14,293,0622.23 73,959,275

271,970,253

92,594,173

18,432,06630,112,956

(18,432,066)30,112,956

62,481,217

For the Year ended

31st March 2014

315,452,613586,373

316,038,986

155,090,196112,647

10,044,91082,314,076

247,561,829

68,477,157

14,521,78522,379,927

(14,521,785)22,379,927

46,097,230

Earnings per equity share of ? 10 eachBasic & Diluted

2.291.51 1.11

[Earnings per equity share expressed in absolute amount in Indian Rupees]

Significant accounting policies and notes to the financial

statements

In terms of our Audit Report of even date attached

For Rajendra Chauhan & CoChartered AccountantsFirm Registration No.: 013214N

o.

1,2

Rajendra ChauhanPartnerMembership No.: 089108

Place: New DelhiDate: Olst May 2015

For and on behalf of Board of Directors

' — =4^Pravin AgarwalDirector

kanksha GuptaDirector

Shamsher Ansari Sakshi MehtaCompany Secretary Chief Financial Officer

SMC Insurance Brokers Pvt. Ltd.

SIGNIFICANT ACCOUNTING POLICIESFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

A. The company is a subsidiary of SMC Comtrade Ltd, since 23rd April, 2007. The Company was formed to act as Direct Insurance Brokeras permitted under the Insurance Regulatory and Development Authority (Insurance Broker) Regulations, 2002 or any subsequentamendments thereto.

1. SIGNIFICANT ACCOUNTING POLICIES

1.01 BASIS OF ACCOUNTING AND PREPARATION OF FINANCIAL STATEMENTS

The financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting and in

accordance with the provisions of The Companies Act, 2013 and in conformity with the accounting principles generally accepted in

India and comply with the accounting standard referred to in Section 133 of the Companies Act, 2013, read with Rule 7 of theCompanies (Accounts) Rule, 2014

The accounts of the company have been prepared on a "Going Concern" basis even though, the net worth of the company hassubstantially been eroded due to accumulated losses incurred during the earlier years, taking into account consistent cash profits

since last two years, and management's assessment of growth of business and commitment by holding company to subscribe toadditional capital, if required,

I he accounting policies adopted in the preparation of the Financial Statements are consistent with those followed in the previousyear.

1.02 USE OF ESTIMATESThe preparation of the financial statements in conformity with generally accepted accounting principles ('GAAP') in India requires

management to make estimates and assumptions that affect the reported amount of assets, liabilities and disclosure of contingent

liabilities on the date of the financial statements and there reported amount of revenue and expenses during the reporting period.I he estimates and assumptions used in the accompanying financial statements are based upon management's evaluation of the

relevant facts and circumstances as on the date of the financial statements. Actual results may differ from the estimates used inpreparing the accompanying financial statements. Any revision to accounting estimates is recognized prospectively in current andfuture periods.

1.03 REVENUE RECOGNITION1.03.1 The company recognizes its income from rendering insurance broking business on the logging in/placement of policies with

the respective insurance company on or before the date of policy or renewal thereof.

1.03.2 In case of life insurance brokerage income is recognized on WRP basis.1.03.3 In respect of other heads of income, the Company follows the practice of recognizing income on its accrual basis.

1.03.4 Revenue excludes service tax.

1.04 FIXED ASSETSTangible Assets

Fixed assets including intangible assets are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprisesthe purchase price and any other directly attributable costs of bringing the assets to its working condition for its intended use, and are

net of CENVAT Credit claimed thereon.

1.05 DEPRECIATION

Depreciation on tangible fixed assets is computed on written down value method at such rate as computed considering useful life

provided in the Schedule - II of the Act. During the preceding years, the Company was providing depreciation on written down value

basis at the rate prescribed in Schedule XIV of the Companies Act, 1956.

Pursuant to Companies Act, 2013 ('the Act') being effective from April 1, 2014, the Company has revised depreciation rates on

tangible fixed assets as per useful life specified in Part 'C of Schedule II of the Act and due to the same there has been a change in

the estimated useful life of depreciable tangible assets which affects the depreciation in the current period and in each period duringthe remaining useful life of the assets. The change is only in regard to accounting estimate requiring an adjustment of the carrying

amount of tangible assets.

Depreciation on intangible fixed assets continues to be computed on straight Line Method at the following rates:-

a. Computer Software 16.21%

Following the principal of materiality, depreciation on fixed assets of value not exceeding ? 5,000 is being provided at the normal rate

prescribed in the schedule.

1.06 IMPAIRMENT OF FIXED ASSETS

Wherever events or changes in circumstances indicate that the carrying value of fixed assets may be impaired, such assets are beingsubject to a test of recoverability based on discounted cash flows expected from use or disposal thereof. If the assets are impaired,the company recognizes an impairment loss as a difference between the carrying value and fair value net of cost of sale in accordancewith AS-28 'Impairment of Assets. An impairment loss as recognized in prior accounting periods is reversed if there has been a changein the estimate of the recoverable amount.

1.07 INVESTMENT

Investments are classified into non-current investments and current investments. Non-current investments are stated at cost andprovision, wherever required, has been made to recognize any decline other than of temporary in nature the value of suchinvestments. Current investments, if any are carried at lower of the cost and fair market value and provision, wherever required, hasbeen made to recognize any decline in carrying value.

1.08 TAXATION

Tax expense comprises current tax (i.e. amount of tax for the year determined in accordance with the income-tax law) and deferredtax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the year).

Current taxes

Provision for current income-tax is recognized in accordance with the provisions of Indian Income-tax Act, 1961 and is made annually,based on estimated tax liability after taking credit for tax allowances and exemptions available to the company.

MAT credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normalincome tax during the specified period. In the year in which the Minimum Alternative tax (MAT) credit becomes eligible to berecognized as an asset in accordance with the recommendations contained in guidance note issued by the Institute of CharteredAccountants of India, the said asset is created by way of a credit to the Statement of Profit and Loss and shown as MAT CreditEntitlement under the head Long Term Loans and Advances. The Company reviews the same at each Balance Sheet date and writtendown the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Companywill pay normal Income Tax during the specified period.

Deferred taxesDeferred tax assets and liabilities are recognized for the future tax consequences attributable to timing differences that resultbetween the profits offered for income taxes and the profits as per the financial statements. Deferred tax assets and liabilities aremeasured using the tax rates and the tax laws that have been enacted or substantively enacted by the Balance Sheet date. The effectof a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. Deferred taxassets are recognized only to the extent there is virtual certainty that the same can be realized in the future. However, where there isunabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognized only if there is virtualcertainty of realization of such assets. Deferred tax assets are reassessed for the appropriateness of their respective carrying values ateach balance sheet date.

1.09 RETIREMENT BENEFITS

1.09.1 Provident Fund is a defined contribution scheme and the contribution as required by the statute is charged to theStatement of Profit and Loss as incurred.

1.09.2 Gratuity Liability is a defined obligation and is partly funded. The Company accounts for liability for future gratuity benefitsbased on an actuarial valuation as at the Balance Sheet date.

1.09.3 The undiscounted amount of short term employee benefits expected to be paid in exchange for services rendered by anemployee is recognized during the period when the employee renders the services.

1.09.4 Unavailed Leave Liability is a defined obligation and is not funded. The company accounts for liability for future benefitsbased on actuarial valuation as at the Balance Sheet date.

i-

1.10 BORROWING COSTSBorrowing costs that are attributable to acquisition, construction or production of qualifying assets, are capitalized as part of the costof such qualifying assets. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for intendeduse. All other borrowing costs are charged to the Statement of profit and loss.

1.11 LEASE

Lease Rentals in respect of operating lease arrangements are charged to the Statement of Profit & Loss in accordance with theAccounting Standard -19 on Accounting for Leases.

1.12 EARNING PER SHAREBasic earnings per share are calculated by dividing the Net Profit (After Tax) for the year attributable to equity shareholders by theweighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, Net Profit (After Tax) for the year attributable to equity shareholders andthe weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equityshares.

1.13 CASH AND CASH EQUIVALENTSCash comprises cash on hand and Balance with Bank in Current Accounts, that are readily convertible into known amounts of cashand which are subject to insignificant risk of changes in value.

1.14 PROVISION, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions involving substantial degree of estimation in measurement are recognized when there is present obligation as a result ofpast events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed inthe Notes to the financial statements and notes thereto. Contingent Assets are neither recognized nor disclosed in the financialstatements.

1.15 OTHER ACCOUNTING POLICIES

Accounting policies not referred to otherwise are consistent with generally accepted accounting principles.

SMC INSURANCE BROKERS PVT. LTD.Notes to the Financial Statements Amountin?

Note No. Particulars As at As at

31st March 2015 31st March 2014

2.01 Share Capital

a Authorised4,50,00,000 ( Previous Year 4,50,00,000) Equity Shares of ? 10 each

b Issued, subscribed and paid-up4,14,00,000 (Previous Year 4,14,00,000) Equity Shares of ?10 each fully paid up

450,000,000 450,000,000

414,000,000 414,000,000

Reconciliation of Number of Shares Outstanding

Particulars

As At 31.03.2015At the beginning of the yearIssued during the yearAt the end of the year

414,000,000

Number of Shares

41,400,000

41,400,000

414,000,000

Number of Shares

41,400,000

41,400,000

As At 31.03.2014At the beginning of the yearIssued during the year

41,400,000 41,400,000

At the end of the year 41,400,000 41,400,000

Shares held by shareholders holding more than 5% sharesName of Shareholder No. of Shares held No. of Shares held

AS AT 31.03.2015SMC Comtrade Ltd '

AS AT 31.03.2014SMC Comtrade Ltd '

40,400,000

40,400,000

40,400,000

40,400,000

* includes shares of nominee shareholders, as benificial interest has been transferred to SMC Comtrade Ltd

Terms/Rights attached to Equity SharesI he company has only one class of equity shares having a par value of ? 10 per share. In the event of liquidation of the company, the holders of

equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be inproportion to the number of equity shares held by the shareholders.

f Shares held by Holding /ultimate Holding company and/or their subsidiaries

SMC Comtrade Ltd., Holding Company 40,400,000 40,400,000

IvL

SMC INSURANCE BROKERS PVT. LTD.Notes to the Financial Statements Amount in ?

Note No. Particulars As at As at31st March 2015 31st March 2014

2.02 Reserve and surplusa Share Premium Reserve

Opening BalanceAddition during the YearClosing Balance

b (Deficit) in Statement of Profit and LossOpening balanceless: Transitional adjustment on Fixed Assets *Add: Net Profit for the YearClosing Balance

Total

* on adoption of Schedule II of Companies Act, 2013

2.03 Long-term BorrowingsTerm Loan (secured against vehicle)From BankLess : Current maturities disclosed under the head "Other Current Liabilities (referNote No. 2.06)

2.04 Long-term provisionsProvision for employee benefits *Provision for gratuityProvision for leave encashment

* also refer Note No. 2.07 & 2.20

708,000

708,000

(144.707,581)(3,207,742)62,481,217

185,434,106)

(84.726,106)

4,003,311(875,113)

3,128,198

8,510,6602,089,837

10,600,497

708,000

708,000

(190,804,811)

46,097,230(144,707,581)

(143.999,581)

4,304,116(936,697)

3,367.419

5,557,5262,417,8487,975,374

2.05 Trade Payable- Due to micro and small enterprises *- Others 2,873,639

2,873,6394,411,950

4,411,950

"The Company has intiated the process of identifation of suppliers registered under Micro, Samll and Medium Enterprises Development Act 2006, by obtaining formall suppliers Information has been collected only to the extent of information received as at balance sheet date. Based on the information available with thecompany, there are no supllier who are registered as micor, small or medium enterprises under" the Micro, Small and Medium Enterprises Development Act 2006"as at 31st March 2015

2.06 Other current liabilitesSalary and reimbursementsBook overdrafts from BanksCurrent maturities of Long Term Borrowings (refer Note No. 2.03)Payable to statutory authorities

2.07 Short term provisionsProvision for employee benefitsProvision for gratuity*Provision for Leave encashment*

65,0151,867,333

875,1135,178,677

7,986,138

677,716307,016

10,479,2338,466,344

936,6972,901,128

22,783,402

829,773646,735

Provision for CSR

Provision for Income Tax #Provision for Taxation(Net of Advance income Tax ?1,96,55,469 PY?1,82,22,697)

* also refer Note No. 2.04 & 2.20tt also refer Note No. 2.11

952,768

1,937,500 1,476,508

SMC INSURANCE BROKERS PVT. LTD.Notes to the Financial Statements

Note No. 2.08 : Fixed Assets(Amount in Rs. ?)

Particulars

Tangible Assets:Computer HardwareFurniture & FixtureLease Hold ImprovementsOffice EquipmentVehicleTemporary InfrasturctureSub Total

Intangible Assets:Computer Software

Current yearPrevious year

Gross Block

As at01-04-2014

26,248,42318,314,986

12,520,5326,154,9934,969,699

68,208,633

17,074,819

85,283,45288,650,635

Additionsduring the Year

1,134,045214,067

568,2091,304,345

896,4494,117,115

200,000

4,317,1157,412,565

Saleduring the vear

-

276,140

276,140

-

276,14010,779,749

As at 31st March2015

27,382,46818,529,053

-12,812,6017,459,3385,866,148

72,049,608

17,274,819

89,324,42785,283,452

Depreciation

As at01-04-2014

19,322,3445,458,226

2,566,494637,592

4,969,69932,954,355

14,310,067

47,264,42243,686,499

for the year

1,246,9652,272,551

7,152,863871,168426,336

11,969,882

2,323,179

14,293,0629,586,466

TransitionalAdjustment

3,337,030

1,411,311-

-4,748,341

"

4,748,341-

Adjustmentduring the vear

226,790

226,790

226,7906,008,543

As at 31st

March 2015

23,906,3397,730,777

10,903,8781,508,7605,396,035

49,445,788

16,633,246

66,079,03447,264,422

Net Block

As at31st March 2014

6,926,07912,856,760

9,954,0375,517,401

35,254,278

2,764,752

38,019,03044,964,136

As at 31st March2015

3,476,12910,798,276

1,908,7235,950,578

470,11322,603,819

641,573

23,245,39238,019,030

SMC INSURANCE BROKERS PVT. LTD.Notes to the Financial Statements Amount in ?

Note No. Particulars

2.09 Deferred Tax Assets (Net)Deferred Tax AssetCarry forward lossUnabsorbed DepreciationProvision for Doubtfull DebtsProvision for GratuityProvision for leave Encashment

Deferred Tax Liabilities :

Difference in Carrying Cost of Fixed Assets

Deferred Tax Assets (Net)

2.10 Non-current InvestmentNon-Trade Invesment (Quoted) In Shares:POWER GRID CORP OF INDIA LTDSTEEL AUTHORITY OF INDIA LTDSTATE BANK OF INDIACANARA BANK

NA 1 IONAL THERMAL POWER CORPORATION

NMDC LTD

NHPC LIMITED

GMR INFRASTURCTURE LD

IL&FS TRANSPORTATION NETWORKS

HDFC LTD

IDFC LIMITED

RELIANCE INDUSTRIES LTD

AXIS BANK

L&1 1 INANACE HOLDING LIMITED

TEXMACO INFR & HOLDING LIMITED

MANAKSIA LTD

NIR10N LTD

ESSAR OIL LTD

In BondINDIAN HOTEL & COMPANY CCDNATIONAL THERMAL POWER CORPORATION(Debenture)

Aggregate Market Value of Quoted InvestmentsARfiregate Book Value of Quoted Investments

2.11 Long-term loans and advances(unsecured, considered Rood)

Security Deposit*MAI Credit entitlement

Prepaid ExpensesAdvance Income Taxfl(Net of Provision for Tax ? 1,84,32,066: PV f 1,45,21,785)

Balance with statutory authorities

* also refer Note No. 2.28# also refer Note No. 2.07

2.12 Won Current Trade ReceivableSecuredUnsecuredDebts outstanding for more than one year- Considered good- Considered doubtful

less: Provision for Doubtful Debts

Total

As at As at31st March 2015 31st March 2014

15,240,13116,927,7752,076,547

2,981,169777,659

38,003,281

(860,450)

38,863,731

Qtv FV5,000 10 685,3338,000 10 670,1122,000 1 514,6583,000 10 1,146,8185,000 10 702,6575,000 1 673,51818,64,018 10 37,063,25240,000 1 837,1434,000 10 721,2377,00 2 710,9127,000 10 983,1911,500 10 1,414,6521,000 2 376,37320,000 10 1,383,0/115,000 1 635,60511,906 2 657,3921,52,740 10 32,109,65039,112 10 4,283,727

85,569,301

10,000 1 951,2935,000 10 63,650

1,014,943

1 86,584,244|

84,318,20786,584,244

5,549,30442,916,890

124,1381,223,404

23,559,42673,373,162

2,158,8286,400,2068,559,0356,400,2062,158,828

2,158,828

48,563,412' 17,450,739

2,076,547

2,072,359994,304

71,157,361

3,721,273

67,436,088

--

------------

--

-

--

-

-1

"

64,715,61624,484,824

138,79316,575,148

4,424,344110,338,725

702,4566,204,3066,906,7636,204,306

702,456

702,456

SMC INSURANCE BROKERS PVT. LTD.Notes to the Financial Statements Amount in

Note No. Particulars As at As at31st March 2015 31st March 2014

Z.13

2.15

.Ml,

2.17

Current InvestmentsIn Mutual Fund Liquid Fund-Treasurv Plan-Growth Plan(Valued at Lower of cost and net realisable Value)14689.410 units of Reliance Liquid Fund(NAVasonCY ? 3.403.8127 PY?3,119.8574)

50,000,000 30,000,000

Current Assets :Trade ReceivableSecuredUnsecuredOutstanding for more than six months- Considered good

Considered doubtful

Less: Provision for Doubtful Debts

OthersUnsecured Considered good

Other Current Assets-- Interest accrued on FDR

Total

Cash and Cash equivalents :Cash and Bank Balances

Cash in handBalances with scheduled banks:

in current accounts

In Fixed Deposit A/c(i) against commitment to IRDA(ii) Others

Short-term loans and advances(unsecured, considered good)Deposit with Insurance CompaniesAdvances recoverable in cash or in kindPrepaid expenses[Balance with statutory authorities

50.000.000

-

1,874,876

1,874,876

1,874,876

68,862,874

70,737,750

28,542

28,542

793,245

613,735

1,406,980

1,200,0003,000.0004,200,000

5,606,980

3,040,000579,397

1,581,840

5,201,237

30.000.000

-•-•

1,523,963195,900

1,719,863195,900

1,523,963

51,042,940

52,566,903

36,094

36,094

' 1,011,745

398,299

1,410,044

1,200,0003,000,0004,200,000

5,610,044

2,540,000666,222

1,692,537406,974

5,305,733

SMC INSURANCE BROKERS PVT. LTD.Notes to the Financial Statements Amount in

Note No. Particualrs For the Period ended

31st March 2015

For the Period ended

31st March 2014

2.18

2.19

2.20

Income from operations

Insurance BrokerageFacilitation ChargesConsultancy Income

Other income

Interest on FDRMiscellaneous incomeProfit on sale of Current InvestmentProfit on sale of Non Current InvestmentProfit on Sale of Fixed AssetsDividend Received

Employee benefits expensesSalaries and wagesContribution to provident and other funds

GratuityLeave encashmentStaff welfare

351,037,79110,627,144

124,995361,789,930

372,035130,316707,601637,21433,452

893,8782,774,496

158,881,9334,670,8623,204,128(587,951)

17,086,180183,255,152

305,991,6759,460,938

315,452,613

186,75325,826

373,794-

-

-

586,373

135,058,5622,186,8532,161,146

930,774

14,752,861155,090,196

A. Change in Present Value of ObligationPresent Value of Obligation as at the beginning of the YearInterest CostCurrent Service CostBenefit PaidActuarial (Gain)/ loss on obligations

B. Amount recognized in the Balance SheetPresent value of obligation as at the end of the yearFair Value of plan asset as on end of the year

C. Amount recognized in the Statement of Profit and Loss

Interest CostCurrent Service CostExpected Return on Plan AssetsActuarial (gain)/ loss on obligationsArrear of Gratuity Liability as on beginning of the YearTotal Expenses Recognized in the Statement of Profit and los

D. Reconciliation of Balance SheetPresent value of obligation as on beginning of the yearTotal expense recognized in the statement of Profit and loss

Benefit paidPresent value of obligation as on the end of the year

Gratuity (Unfunded)

6,387,229501,397

2,279,572(403,051)423,159

9,188,306

9,188,306

9,188,306

501,3972,279,572

423,159

3,204,128

6,387,2993,204,128(403,051)9,188,376

4,287,653375,170

1,751,333(61,500)34,643

6,387,299

6,387,299

6,387,299

375,1701,751,333

34,643

2,161,146

4,287,6532,161,146(61,500)

6,387,299

The principal assumption used in determining obligation for the Company's plans are shown below:Discount rate 7.85% 8.75%Increase in Compensation cost 5.00% 5.50%

Leave Encashment (Unfunded)

D.

Change in Present Value of ObligationPresent Value of Obligation as at the beginning of the YearInterest CostCurrent Service CostBenefit PaidActuarial (Gain)/ loss on obligations

Amount recognized in the Balance SheetPresent value of obligation as at the end of the yearFair Value of plan asset as on end of the year

Amount recognized in the Statement of Profit and LossInterest CostCurrent Service CostExpected Return on Plan AssetsActuarial (gain)/ loss on obligationsArrear of Leave Enceshment Liability as on beginning of the YcTotal Expenses Recognized in the Statement of Profit and los

Reconciliation of Balance SheetPresent value of obligation as on beginning of the yearIbtal expense recognized in the statement of Profit and lossBenefit paidPresent value of obligation as on the end of the year

Discount rateIncrease in Compensation cost

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,

promotion and other relevant factors, such as supply and demand in the employment market.

3,064,583

240,570748,347(79,779)

(1,576,868)2,396,853

2,393,853

2,393,853

240,570748,347

(1,576,868)£

< (587,951)

3,064,583(587,951)

(79,779)2,396,853

r the Company's plans are shown below:7.85%5.00%

2,246,228

196,5451,061,307(112,419)(327,078)

3,064,583

3,064,583

3,064,583

196,5451,061,307

(327,078)

930,774

2,246,228930,774

(112,419)3,064,583

8.75%5.50%

SMC INSURANCE BROKERS PVT. LTD.Notes to the Financial Statements Amount inNote No. Particualrs For the Period ended

31st March 2015

For the Period ended

31st March 2014

2.21 Finance costInterest expense

On term loansOn Overdraft

2.22 Depreciation and amortization expense

Lease Hold Improvement Written offDepreciation on tangible assetsDepreciation on intangible assets

2.23 Other expensesCommunicationAnnual License FeesTravelling and conveyancePrinting and stationeryRentFees and TaxesProvision for doubtful debtsProvision for CSR expenses

Bad debts written offElectricityConferences Meeting ExpensesRecruitment ExpensesGenerator ExpensesAdvertisementLegal and professionalSeat Cost ExpensesRepairs and maintenance - othersOffice MaintenanceOffice Security ChargesInsuranceComputer ExpensesDirector sitting Fees

Festivity expensesCourier & Postage ExpLoss on sale of fixed assets (net)Miscellaneous Expenses

Bank charges

Auditors Fees:As Statutory Auditor

As Tax AuditorFor certification and other services

437,057

25,707

462,764

-11,969,8832,323,179

14,293,062

2,824,476100,000

13,687,4221,878,655

20,395,350250,091

-

952,768-

9,111,722

241,90129,780

130,186-

2,816,83510,155,000

301,1174,783,957

781,1561,106,6572,116,890

120,000312,519881,080

-720,84210,871

150,00050,000

50,00073,959,275

103,986

8,661

112,647

-

458,4446,818,6382,767,828

10,044,910

3,257,534100,000

9,747,1882,328,158

28,790,323963,750

4,100,205-

1,953,51110,175,7463,213,909

6,000131,30026,443

2,175,698

257,7484,180,114

765,649979,179

1,872,97360,000

1,961,9861,528,445

• 3,006,983594,090

12,144

100,000

25,000

82,314,076

SMC INSURANCE BROKERS PVT. LTD.

Notes to the financial statements

2.?4 Contingent liability not provided for in the financial Statements: Nil (Previous Year: Nil).

Estimated amount of contract remaining to be executed on Capital account & not provided for in the financial Statements: Nil(Previous Year: Nil).

2 26 i) The company got registered with Insurance Regulatory and Development Authority (IRDA) as Direct Insurance Broker and started

its commercial operations w.e.f. January 28th, 2005 and the license was renewed w.e.f. January 28, 2014 for a period of 3 years.

Further there is no such single client as envisaged in clause 20 of the IRDA (Insurance Brokers) Regulations 2002 regarding ceiling onbusiness from single client.

ii) Income from Operation includes facilitation fees of ? 1,06,27,144/-(PY ? 94,60,938/-) from customers from low premium

products meant for small & micro customers as per clause 11 of the insurance Regulatory and Development Authority (InsuranceHrokers) Regulations 2002.

The Company has taken a Policy of ? 9500.00 lacs of Professional Indemnity Insurance as required by Regulation 24 of the InsuranceRegulatory and development authority (Insurance Brokers) Regulations, 2002 commencing from 12th July, 2006 and is being

renewed every year and the latest one is valid up to 14th July, 2015.

7.28 Related Party Disclosures

The following are the details of transactions with related parties as defined in the Accounting Standard - 18 on Related PartyDisclosures notified u/s 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

1) Name of Related Parties and description of relationship, as identified by the company and relied upon by auditor:A. Key Management Personnel

a) Shri Pravin Agarwal

b) Shri Mahesh Chand Guptac) ShriAjayGarg

d) SmtAkankshaGupta(w.e.f 01.10.2014)c) Shri Ravi Agarwalfupto 31.12.2015)f) Shir Chetan Goelfupto 23.09.2014)

g) Shri Shamsher Ansarifw.e.f 01.02.2015)

h) Smt Sakshi Mehtafw.e.f 19.08.2014)

B. Enterprises under common control of the group

a) SMC Comtrade Limitedb) SMC Global Securities Limited

c) Moneywise Financial Services Pvt. Ltd.

d) SMC Investments and Advisors Limited(formerly known as Sanlam Investments and Advisors (India) Limited)

e) Indunia Realtech Limited

(formerly known as SMC ARC Limited)f) SMC Capitals Limited

g) Moneywise Finvest Limited(formerly known as Sanlam Trustee Company (India) Limited)

h) SMC Finvest Limited(formerly known as Sanlam Investment Management (India) Limited)

i) SMC Real Estate Advisors Private Limited(formerly known as SMC Securities Private Limited)

SMC Comex International DMCC

(Whole Time Director)(Director)(Director)

(Director)(Director)(Company Secretary)

(Company Secretary)

(Chief Financial Officer)

Holding CompanyUltimate Holding Company

Subsidiary of the Ultimate Holding Company

Subsidiary of the Ultimate Holding Company

Subsidiary of the Ultimate Holding Company

Subsidiary of the Ultimate Holding Company

Subsidiary of the Ultimate Holding Company

Subsidiary of the Ultimate Holding Company

Subsidiary of the Ultimate Holding Company

Fellow Subsidiary

C. Other related parties in which key managerial personnel are able to exercise significant influence

a) MAR Fashion Private Limited

2) Significant Transactions with Related PartiesAmount in 7

Nature of Transactions

Key Management Personnel:

Shri Pravin Agarwal

Shri Ravi Agarwal

Smt Akanksha Gupta

Shri Chetan Goel

Shir Shamsher Ansari

Smt Sakshi Mehta

Director's remuneration

Salary

Current Year

36,00,000

18,00,000

450,000

3,07,332

31,000

7,41,935

Previous Year

24,00,000

24,00,000

NIL

NIL

NILNIL

Enterprises under common control of the group

SMC Global SecuritiesLimited

SMC Comtrade Limited

Rent Security Deposit Paid

Rent Security Deposit Received backRent PaidSale of Fixed AssetsReimbursement of ExpensesBrokerage paid on Purchase/Sale ofinvestmentsDemat Charges PaidRepayment of loan and advances

49,00,398

6,00,00,0001,37,00,199

NILNIL

64,747

1,444

NIL

6,00,00,000

NIL

1,50,00,0005,26,700

11,85,132NIL

NIL

4,88,50,925

The Company being a Insurance broking concern, the transaction in the normal course of its business has not been disclosed asthe same have been transacted at prevailing market prices.

3) Balance outstanding Amount in ?

Party Name As at31 March, 2015

As at31 March, 2014

Enterprises under common control of the groupNIL NIL NIL

2.29 EARNING PER SHAREParticulars For the year ended 31

March, 2015

Amount in ?For the year ended 31

March, 2014

2.30

2.31

2.32

Net Profit attributable to Equity ShareholdersWeighted Average No. of Equity Shares for basic and diluted EPSNominal Value per shareBasic & Diluted EPS

6,24,81,2174,14,00,000

?101.51

4,60,97,2304,14,00,000

?101.11

In the opinion of the Management, the value of Loans and advances (Current and Non-Current), if realized in the ordinary course ofbusiness, shall not be less than the amount stated in the Balance Sheet and that all business liabilities have been provided for.

As a result of change in rate, the depreciation charge for the year ended March 31, 2015 is higher by? 38,23,258. In respect of assetswhoso useful life had already exhausted as on 1 April 2014, depreciation of? 32,07,742 (net of tax impact of? 15,40,599) has beenadjusted in Reserves and Surplus in accordance with requirements of Para 7 of Schedule II of the Act.

The difference if any, arising due to expenditure and income provided on estimate basis in earlier years is adjusted to respective

account head.

2.33 Segment Accounting1 he company's operation Comprises of providing insurance broking services falling in one segment only and there is no geographicalsegment, therefore the board of Directors are of the opinion that there is no two reportable segments as required by Accounting

Standard 17 "Segment Reporting".

2.34 Previous year figures have been rearranged and re-grouped wherever found necessary and have been rounded off to the nearest

rupees.

In terms of our Audit Report of even date attached

For Rajendra Chauhan & Co.Chartered AccountantsFirm Reg. No.: 013214N

RAJENDRA CHAUHANPARTNERM. NO. : 089108

PLACEDATED

: NEW DELHI: 01st May 2015

FOR AND ON BEHALF OF THE BOARD

PRAVIN AGARWALDIRECTOR

AKANKSHA GUPTADIRECTOR

SHAMSHER ANSARICOMPANY SECRETARY

SAKSHI MEHTAChief Financial Officer