A) Equity Shares.

The company has only one class of Equity share having a Par Value of Rs. 2/- each. Each holder of equity share is entitled for one vote per share. The company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to approval by the share holders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2.0.5% Fully Convertible Preference Shares.

Each Fully Convertible Preference Share shall be compulsorily converted into five equity share of Rs. 2/- each fully paid up at par, at any time from the end of first year to the end of fifth year from the date of allotment.

Preference share holders are entitled to get dividend only when the company has distributable profits.

In the event of winding up or repayment of capital, Preference share holders have the preferential right to be repaid the amount of capital paid up.

3. 15%, Non Cumulative Redeemable Preference Shares.

Each Non Cumulative Redeemable Preference Share shall be redeemable with in a period of 1 to 8 years from the date of issue i.e. 05/05/2014 as may be determined by the Board of Directors of the company at their absolute discretion.

Preference share holders are entitled to get dividend only when the company has distributable profits.

In the event of winding up or repayment of capital, Preference share holders have the preferential right to be repaid the amount of capital paid up.

                                         Figures as at    Figures as at
Particulars                                31st March,      31st March,
                                             2015 (Rs.)      2014 (Rs.)

1. Counter guarantee issued in 15,000,000 11,900,000 favour of the banker for guarantee given by them to NSE for margin requirement Rs. 29.80 Mn. (P.Y. Rs. 29.80 Mn) and to BSE Rs. (Rs. P.Y. 0.2 Mn) for Margin requirment

2. Guarentee given on behalf of 5,000,000 30,000,000 subsidiary company Vertex Commodities & Finpro (P) Limited

3. Claims against the company not acknowledged as debts:- a. Tax demand in respect of:- Service Tax orders for FY 2006-07 to 2009-10 622,000 622,000

                                            20,622,000      42,522,000

As per Accounting Standard (AS-18) on Related Party Disclosures issued by the Institute of Chartered Accountants of India, the disclosure of transactions with the related party as defined in the Accounting Standard are given below:-

Name of the party                     Relation

Kumar Nair                           Chairman & Managing Director

Vertex Commodities and Subsidiary Company Finpro (P) Limited

Transwarranty Private                Associated Company
Limited                              (Until 16/12/2013)

6. Sundry debtors include old outstanding debts amounting to Rs. 9,695,589/- (P.Y. Rs. 9,695,589) in respect of which Company has initiated legal and other recovery actions, the proceedings of which are in different stages of progress. No provision for doubtful debts has been made in the accounts during the year since the management is confident that the debts are good and recoverable.

7. In the opinion of Directors, the current assets and deposits have the value as stated in the Balance Sheet, if realized in the ordinary course of business.

8. The company is maintaining DEMAT beneficiary account with own Depository Services. The stock is transferred to the respective clients' accounts only when the company receives a written request from the clients and after confirming that they have enough credit / margin in their account.

9. Lien has been marked in favour of Axis bank in respect of Bank Deposits worth Rs. 15,000,000/- (P.Y Rs. 11,900,000/-) together with accumulated interest thereon, against bank guarantees issued by them on account of the Company. Lien has been marked in favour of BSE against trading guarantee in respect of Bank Deposit worth Rs. 1,000,000/- (P.Y. Rs. 1,000,000/-) together with accumulated interest thereon.

10. Based on the guiding principles given in Accounting Standard on "Segment Reporting" (AS - 17) issued by the Institute of Chartered Accountants of India, the Company's primary business segment is share broking. All other activities of the company revolve around the main business.

As the company's business activity falls within a single primary business segment, the disclosure requirements of AS - 17 in this regard are not applicable.

11. The management has evaluated the long term investments and confirms that there exists no circumstances which warrants further provision on account of permanent diminution in the value of investments.

12. No provision for dividend on Preference Shares and dividend tax there on has been made in the financial statement in the absence of distributable profits during the year.

a) The Company has vide resolution passed at the meeting of Board of Directors dated 11th October, 2011 and 16th January, 2012 decided to demerge its Merchant Banking division into a new company in the name and style of Transwarranty Capital Market Services Private Limited

b) As per the requirement of the Clause 24(f) of the Listing Agreement, company has made an application to the Bombay Stock Exchange Limited (BSE) which is pending for approval.

c) Appointed date of the proposed scheme of demerger is January 1, 2012 also the current financials of the company includes the financials of the Merchant Banking division.

13. The Company has revised depreciation rates on Fixed Assets effective 1st April, 2014 in accordance with requirements of Schedule II of Companies Act, 2013 ("the Act"). The remaining useful life of the Fixed Assets has been revised by adopting standard useful life as per new Companies Act 2013. The carrying amount of the Fixed Assets as on 1st April, 2014 is depreciated over the remaining useful life. As a result of this changes :-

The depreciation charge for the year ended 31st March, 2015 is higher by Rs. 11,24,024/-

There is a debit to retained earnings of Rs. 12,04,975/- Lakhs for the Fixed Assets whose remaining life as on 1st April, 2014 is expired in accordance with revised life as per Companies Act 2013.

14. Previous year figures have been re-grouped/reclassified/ re-arranged/recast wherever necessary to suit the current year's classification.

Previous year figures are, unless otherwise stated, given in bracket.