S~ECULAR MARKET!i".:G & FINAriC.a.r..JG lTD .. REG. OFFICE: EC-4052, 4th Fioor, Bharat Diamond Bourse, BKC, Sandra East, Mumbai - 40GG5i

PHONE: 23682859 EMAil; soecmki@igmaii.com CIN NQ< t51900!\tH1985PLC034994

03.09.2018

To Dept. uf Corporate Services Bombay Stock Exchange Limited Phiroze jeejeebhoy Towers Dalal Street, Mumbai 400 001

Sub: £ubmission of Annual Report for the year 2017-2018.

Dear Sir

E'1"1~~-:i J.!..!.r...LJ::J

Pursuant to Regulation 34 of the SEB! (Listing Obligations and Disclosure Requiren1ents) Regulations, 2015 (Listing Regulations), we endose herewith Annual Report of the Company for the year 2017-18 !3C: ~1'\l:"'lt .. nuea.rl ~nrl ':3.-lnl"\tC)ri 11"\ tht:t. ~4th Anntt~· f:e:n'l,:t.l1 '31 M~est--incr nf t-l,t:~. rl"\1"\"tl"\~l"'tU h~l,-l ('\T\ r..( 1st A11.CJ11~t" <.c..J lAf-'_t''- tJ tt L.'-'L '(.ALL'LL LC;...C.'-'.t''-.._.'LL 1.1.1. '-1.'-'-- c....1 1. 1. .t.I.'-1.'-'LL~I. '-''"",!.1.11...>1. UJ. t".l.'L,.'-"\...l..l.l.b ILJ.l. ._._I.._, ~'-IL.l.t.Yt.A."-•J .C..l'-J.._-c. ILJL.l. o..J .L. t.:LLLb'""'-U'-J

Kindly take the abtYve intimation 011 ) 7DUr record ..

Thank you

For SpiTuiar Marketjng & Financing Ltd~

Shreyas Mehta flianaging Director

tznct: As above

. .

THIRTY FOURTH ANNUAL REPORT

OF

SPECULAR MARKETING & FINANCING LIMITED

2017-2018

SPECULAR MARKETING & FINANCING LIMITED

THIRTY FOURTH ANNUAL REPORT

Board of Directors:

Shreyas R. Mehta

Samir M. Mehta

Kirit P. Mehta

Nilima Mehta

Dilip N Dalal

Auditors:

Mjs. K B Gosalia & Co.,

Chartered Accountants

Regd. Office:

EC-4052, 4th Floor, Bharat Diamond Bourse,

BKC, Bandra East, Mumbai- 400051

Bankers:

Bank of India

lndusind Bank

. .

SPECULAR MARKETING & FINANCING L TO. REG. OFFICE: EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra Eut, Mumbai - 400051

PHONE: 23682859 EMAIL: scecmkt@gmail.cgm CIN NO. L51900MH1985PLC034994

NOTICE

NOTICE is hereby given that the 34th Annual General Meeting of the members of SPECULAR MARKETING & FINANCING LIMITED shall be held on Friday, the 31st August, 2018 at the Registered Office of the Company at EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra East, Mumbai -400051 at 4.00 p.m. to transact the following Business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Statement of Profit and Loss and the Balance Sheet for the year ended on 31St of March, 2018 together with Auditors' Report and Directors' Report thereon.

2. To appoint a director in place of Mr. Samir Mehta (DIN: 00211712) who retires by rotation and being eligible offers herself for re-appointment

Place: Mumbai Date: 31.07.2018 Registered Office: EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra East, Mumbai- 400051.

NOTES:

For and on behalf of the Board

~ {t_ I\~A.__Y--Shreyas Mehta

Chairman (DIN: 00211592)

1) A MEMBER ENTITLED TO ATTEND AND VOTE AT TilE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding Fifty (50) and holding in the 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 or member. Proxies in order to be effective must be received by the Company at its Registered Officer not less than 48 hours before the commencement of the Meeting.

2) Shareholders are requested to bring their copies of Annual Report and Accounts alongwith.

3) The Register of the members and Share Transfer Books of the Company will remain closed from Saturday, 25th August, 2018 to Friday, 31st August, 2018 (both days inclusive.)

4) Members are requested to intimate the change of address, if any, at the Registered Office of the Company.

SPECULAR MARKETING & FINANCING L TO. REG. OFFICE: EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra East, Mumbal • 400051

PHONE: 23682859 EMAIL: specmkt@Rmail.com CIN NO. L51900MH1985PLC034994

5) Please note that your Company's Shares are compulsorily traded in Electronic Form. Your Company has already entered in the agreement with the National Securities Depository Limited (NSDL). As per the amendment to Regulation 40 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 it has mandatory that transfer of shares would be carried out in dematerialized form only w.e.f 5th December, 2018. Therefore Members who hold shares in physical form are advised to convert them in De-materialized form by sending letters along with the De-materialfzed Request Form (s) through their concerned Depository participant before Sth December, 2018.

6) As per the SEBI circular No SEBI/HO/MIRSD/DOP1/CIR/I?/,2018 dated 20.04.2018 Members who hold shares in physical form kindly submit the copy of PAN and original cancelled cheque leaf /attested bank passbook showing name of account holder to Mjs. Link Intime India Pvt. Ltd. Unit: SPECULAR MARKETING AND FINANCING LIMITED, C-101, 247 Park. LBS Marg, Vikhroli (West), Mumbai - 400083 the Registrar and Share Transfer Agent of the Company.

7) The Ministry of Corporate Affairs ("MCA") has issued Circulars stating that the service of notice 1 document by a company to its shareholders can now be made through electronic mode for prompt receipt of communication, apart from helping avoid losses I delays in postal transit.

In view of the above, we request all the Members who have not yet provided their email-id to provide their valid e-mail and their residential address as under:-

a) Through post at the Registered Office of the Company at EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra East, Mumhai - 400051

OR

b) Through email at: · speqnkt@~maj!.com

8) The facility for voting. either through electronic voting system or polling paper shall also be made available at the meeting and Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.

9) The Members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting hut shall not be entitled to cast their vote again.

lO)Members can opt for only one mode of voting, i.e., either by Ballot Form ore-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through Ballot Form shall be treated as invalid.

11) Voting through electronic means

In compliance with provisions of Regulation 44 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing to Members the facility to exercise their right to vote on business to be transacted at the 34th Annual General Meeting by electronic means through remote e-voting services provided by Central Depository Services (India) Limited (CDSL). A Member who has voted on a resolution

SPECULAR MARKETING & FINANCING L TO. REG. OFFICE: EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Sandra East, Mumbai - 400051

PHONE: 23682859 EMAIL: specmkt@amail .com ClN NO. L51900MH198SPLC034994

through the e-voting facility will not be entitled to change it subsequently. Further, a Member who has voted through the remote e-voting facility may attend the meeting but will not be permitted to vote again at the venue of the annual general meeting. Conversely, Members attending the meeting who have not cast their vote by remote e-voting shall he entitled to exercise their right at the meeting through the voting facility made available at the venue of the annual general meeting.

A. 'fhe instructions for shareholders voting electronically are as under:

(i) The e-voting period commences on Tuesday, 28•h August, 2018 (9.00 a.m. 1ST) and ends on Thursday, 30tll August, 2018 (5.00 p.m. JST). During this period1 tnembers of the Company, holding shares either in physical form or in dematerialized form, as on Saturday, 25th August, 2018, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) Open your web browser during the voting period and log on to the e-voting website www.evotingindia.com.

(iv) Click on "shareholders" to cast your votes.

(v) Select the Company's name from the drop down menu and click on "SUBMIT".

(vi) Then enter your user 10 Fill up the following details in the appropriate boxes: a. For CDS!.: 16 digits beneficiary ID b. For NSDL: 8 character DP ID followed by 8 digits Client ID c. Members holding share in physical form should enter Folio Number registered with the

Company.

(vii) Next enter the Image Verification as displayed and Click on Login.

(viii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(i X _Ii~_u are .E first time u~er. follow the_ ~~£S given below: ----------For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on the Attendance Slip indicated in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as Bank recorded in your demat account or in the company records in order to login. Details OR • If both the details are not recorded with the depository or company please enter Date of the member id I folio number in the Dividend Bank details field as mentioned in Birth instruction (vi).

SPECULAR MARKETING & FINANCING LTD. REG. OFFICE: EC-4052, 4th Floo,, Bha,at Diamond Bou,se, BKC, Band'a East, Mumbal- 400051

PHONE: 23682859 EMAIL: specmkt@gmaj!,com

CIN NO. L51900MH1985PLC034994

(x) After entering these details appropriately, clkk on "SUBMIT" tab.

(xi) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xii) For Members holding shares in physical form, the details can be used only fore-voting on the resolutions contained in this Notice.

(xiii) Click on the Electronic Voting Sequence Number (EVSNJ for the relevant company name viz. "SPECULAR MARKETING AND FINANCING LIMITED" on which you choose to vote

(xiv) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xvi) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will he displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(xvii) Once you ''CONFIRM" your vote on the resolution, you will not he allowed to modify your vote.

(xviii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

(xix) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xx) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xxi) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdeskevoting@cdslindia.com.

SPECULAR MARKETING & FINANCING LTD. Rt:G. OFFICE: EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Sandra East, Mumbai - 400051

PHONE: 23682859 EMAIL: specmkt@qmail.com

---~----.....,...-.....,...---:· _Clf~ _ _!!O. L519D~MH1985PLCD3~~.::.94-'--------------• After receiving the login details a Compliance User should be created using the admin login and

password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A_ scanned copy of the Board Resolution and Power of Attorney (POA) which they have i~sued in favour of the Custodian, if any, ~hould be uploaded in PDF format in the system for the scrutinizer to veritY the same. . .

(xxii) In case you have any queries or issues regarding e-voting. you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

B. General Instructions

(i) The e-voting period commences on Tuesday, 28th August, 2018 (9.00 a.m. 1ST) and ends on Thursday, 30th August. 2018 (5.00 p.m. 1ST). During this period. members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date which shall he close of business hours on Saturday, 25th August, 2018, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the shareholder casts the vote on a resolution, the shareholder shall not be allowed to change it subsequently.

(ii) The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as Saturday, 250' August, 2018.

(iii) The Company has appointed, Mr Prashant Diwan, Practising Company Secretary (Membership No. FCS 1403) as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

(iv) The Scrutini:ter shall, immediately after the condusion of voting at the general meeting, would count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same

(v) The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.specularmarketing.com and on the website of CDSL www.evoting.cdsl.com immediately after the result is declared. The Company shall simultaneously forward the results to BSE Limited ("BSE") where the shares of the Company are listed.

12) The route map of the venue of the AGM is given herein below. The prominent landmark near the venue is BOB.

SPECULAR MARKETING & FINANCING L TO. REG. OFFICE: EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Sandra East, Mumbal • 400051

PHONE: 23682859 EMAIL: specmkt@qmall.com CIN NO. L51900MH1:.:9c::8=.5P:..:L=.::C:::0=.34.:.:9:..=9_:4 ____________ _

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Place: Mumbai Date: 31.07.2018 Registered Office:

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EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra East, Mumbai- 400051.

NAIK

For and on behalf of the Board

~-.,~:-Shreyas Mehta

Chairman (DIN: 00211592)

ADDITIONAL INFORMATION PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLSOURE REQUIREMENTS) AND CLAUSE 1.2.5 OF THE SS-2 WITH REGARD TO DIRECTORS SEEKING APPOINTMENT /RE-APPOINTMENT AT THE THIRTY FOURTH ANNUAL GENERAL MEETING:

Particulars SamirMehta Date of Birth 04f08/J2S<L ______ Date of Appointment .2QJ09L1999_ - -· Qualifications B.A Expertise in specific functional areas More than 32 years of Experience in the Business Terms and condition of appointment I re- He was appointed as Non executive director appointment along with remuneration to be drawn without any remuneration Relationship with other Directors, Manager and There is no relationship with other Directors, otherKMP Manager and other KMP No. of Board meeting attended during the year 07 Directorships held in other companies (excluding NIL foreign companies) as on date Memberships/ Chainnanships of committees of NIL other companies (includes only Audit Committee I and Shareholders/ Investors Grievance Committee) - - - ----Number of shares held in the Company so

SPECULAR MARKETING & FINANCING LTD. REG. OFFICE: EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Sandra East. Mumbal - 400051

PHONE: 23682859 EMAIL: ~pf!cmkt@gmail.com CIN NO. L51900MH1985PLC034994

DIRECTORS' REPORT The Members

Your Directors have pleasure in presenting the 34th Annual Report of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2018.

FINAN€1AL RESULTS

Particulars 2017-2018 2016-2017 (Rs.) (Rs.l

. . Total Revenue 28389 407302 Profit I Ooss) before Taxes (825858) [308111) Less :Tax expenses - -Profit after Taxes (825858) {108111)

OPERATIONS

a Revenue The Company earned a Revenue from operations Rs. 28,389/-. b Profitability T he Company has incurred_a Loss of Rs. 8,25,858/-b Marketing and Market The market is expected to provide the batter result in coming

environment future. c Future Prospects including The management expects market to continue breach life time

constraints affecting due to high records and expects better opportunities in future. Government policies Various norms related to market are exoected to strinl!ent.

The Company had started the activities of arbitrage in National Spot Exchange Ltd., the commodity exchange, through broking firm, Motilal Oswal Commodity Brokers Pvt. Ltd. in the month of April, 2013. As per the nature of activities, the funds placed were regularly returned by the Exchange up to july, 2013. However, since then, the entire amount was stuck and the recoveries have declined substantially. As per the information with the Company, some kind of financial fraud has taken place with the said commodity exchange and amounts running into thousands of crores of rupees have been stuck with the said commodity exchange. At the end of the year under reporting, an amount of Rs. 50,37,030/- of the Company has remained to be recovered from the said commodity exchange. The Company has also lodged a complaint together with the said broking firm and all other affected parties. As the entire amount was placed with the said commodity exchange, the Company is hopeful of recovering the same within a short period. At the same time, the Company also believes that there may be difficulty in recovering the entire amount and hence a Provision of Doubtful Debts is made to the extent ofRs. 2,52,000/- (Previous Year Rs. 2,52,000/-) of the amount remaining outstanding at the end of the year.

DIVIDEND

In view of losses, your Directors do not recommend any dividend for the financial year under review.

RESERVES

No amount has been proposed to carry to Reserves.

DEPOSITS

The Company has not accepted any deposits from the Public.

NUMBER OF MEETINGS OF THE BOARD

The Roard of Directors duly met Seven times during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31,2018, the applicable accounting standards have been followed and there arc no material departures from the same;

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 at March 3J, 2018 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and

that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems are adequate and operating effectively.

AUDITORS

At the 33rd annual general meeting of the Company held on lOth August, 2017, the members of the Company had approved the appointment of M/s. K B Gosalia & Co., Chartered Accountants, as the Auditors of the Company for a term of S(five) consecutive years from the conclusion of the 33rd annual general meeting until the conclusion of the 38th annual general meeting, subject to ratification of such appointment hy the members at every annual general meeting, in pursuance of the provisions of Section 139 of the Companies Act, 2013. However, vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018, the requirement for 'seeking ratification of appointment of the auditors (appointed for five year term) at every annual general meeting' has been omitted. This amendment has come into effect on 7th May, 2018. In view of the amendment, the ratification of the appointment of the auditors is not necessary.

The Audit Report for the financial year 2017-201.8 does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed Mr. Prashant Diwan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure I to this Report. As regards the observations made in Secretarial Audit Report the Directors state as under:-

a) The Company is in process of appointing a Company Secretary.

b) The Company has taken necessary steps for enforcing promoter and promoter group to convert their physical shareholding into dematerialization fonn.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Samir Mehta, Director of the company, retire by rotation by virtue of the provisions of the Companies Act, 2013 but being eligible offer himself for re-appointment

The Company has received declarations from all the Independent Directors of the Company confirming that they meet \vith the criteria of independence as prescribed both under the Act and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

The following policies of the Company are put up on the website of the Company:

a) Policy for selection of Directors and determining Directors independence; and h) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning. etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman wa~ evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Investments are forming part of Note 10 of the Financial Statements. The Investments made are pursuant to Section 186 of the Companies Act, 2013.

There were no loans and guarantee~ given and no securities provided by t11e Company during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Contracts or Arrangements with related parties are done on arm's length and in ordinary cour~e <Jf business which are detailed in Note 14 in Notes to Accounts of the Financial St.atements for the year ended 31>< March, 2018.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES . . The Company does not have any Subsidiary, )oint venture or Associate Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per Section 134(3)(m) of the Companie~ Act 2013 and the rule 8(3) of the Companies (Accounts) rules, 2014. The following information is furnished for the year ended 31•' March, 2018.

Particulars with respect to Conservation to Energy Particulars with respect to Absorption of Technology Foreign Exchange Earnings and Outgoings

Not Applicable Not Applicable Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure II to t11is Report. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub­rule~ 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report is being sent to all member~ of the Company. Any member interested in obtaining a copy of the said statement may write to the Compliance officer of the company at the Corporate Office of the Company.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure IIIlo lhis Report.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

Your Directors state that the provisions of Section 135 of the Companie~ Act, 2013 regarding the provisions of Corporate Social Respon~ihility is not applicable to the Company as Lhe Company is not falling under the said parameter~.

VARIOUS COMMITTEES OF THE BOARD AND THEIR COMPOSITIONS

A] Audit Committee Mr. Kirit P Mehta - Chainnan Mr. Dilip N Dalal Mr. Samir M Mehta ·-- ~

B] Nomination Remuneration Mr. Samir M Mehta - Chairman Committee Mr. Kirit P Mehta

Mr. Dilip N Dalal

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SERI (Listing Obligations and Disclosure Requirements) Regulations, 2015., includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone )the or a letter to the Task Force or to the Chairman of the Audit Committee.

CORPORATE GOVERNANCE

The Company is committed t o good corporate governance in line with the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. However, since the Net worth and paid up capital of the Company is below Rs. 25 Crores and Rs 10 Crores respectively the Regulation 27 and Para C, D and E of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 are not applicable and hence Corporate Governance Report does not forms part of the Annual Report

MANAGEMENT DISCUSSIONS AND ANALYSIS

A brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure IV which forms part of the Directors' Report

GENERA.L

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

1) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

2) The Company does not have any Risk Management Policy as the element of risk threatening the Company's existence is very minimaL

3) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4) Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all Employees of the Company for their hard work. dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.

Place: Mumbai Date: 31.07.2018

For and on behalf of the Board

. .

Shreyas Mehta Chairman

DIN: 00211592

To

SECRETARIAL AUDIT REPORT Form No. MR-3

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018 [Pursuant to section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

The Members Specular Marketing and Financing Limited EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra East, Mumbai - 400051.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Specular Marketing and Financing Limited having CIN: L51900MH1985PLC034994 (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31•' March, 2018 generally complied with the statutoty provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent. in the manner and subjett to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended 31 sr March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India Act, 1992 ('SEBI Act'):-( a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; and (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015. (c) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

Further, as per the explanations given to me in the representations made by the management and relied upon by me, during the period under review, the provisions of the following regulations were not applicable to the Company:

(i) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(ii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(d) The Securities and Exchange Board of India (De listing of Equity Shares) Regulations, 2009; and

(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India under the Companies Act, 2013. ·

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above to the extent applicable except non compliance of following:

(1) Section 203(1)(ii) of the Companies Act, 2013 with respect to appointment of Company Secretary, and .

(2) The shareholding of promoter(s) and promoter group is not Hundred percent in dematerialized form as required under Regulation 31(2) of The Securities and Exchange Board of India (Listing Oblig-ations and Disclosure Requirements) Regulations, 2015.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non - Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is generally given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through and as informed, there were no dissenting members' views and hence not recorded as part of the minutes.

I further report that as per the explanations given to me in the representations made by the management and relied upon by me there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

As per the explanations given to me in the representations made by the management and relied upon by me, I further report that, during the audit period, there were no other specific events I actions in pursuance of the above referred laws, rules, regulations, guidelines, etc., having a major bearing on the Company's affairs.

Prashant Diwan Practising Company Secretary FCS: 1403 CP: 1979

Date: 31.07.2018 Place: Mumbai

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

To The Members Specular Marketing and Financing Limited EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra East. Mumbai- 400051.

My report of even date is to be read along with this letter.

. .

Annexure "A"

1. Maintenance of secret-arial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe dtat the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of Accounts of the company.

4. Where ever required, I have obtained the Management representation about the compliance of Jaws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate, Specific and other applicable Jaws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Prashant Diwan Practising Company Secretary FCS: 1403 CP:1979

Date: 31.07.2018 Place: Mumbai

ANNEXURE II

REMUNERATION DETAILS PURSUANT TO SECfiON 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-2018:- NIL

2. Percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2017-2018:- NIL

3. Percentage increase in the median remuneration of employees in the financial year 2017-2018:- NIL

4. The number of permanent employees on the rolls of the Company, as on 31"' March, 2018 is 0.

5. The average increase in the salary of the employees other than the managerial personnel in FY 2017-18 and increase in the salary of managerial personnel. The increment given to each Individual employee is based on the employees' potential, experience as also their performance and contribution to the Company's progress over a pet·iod of time and also as per market trend:- Not applicable

6. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company:- Not applicable

Place: Mumbai Date: 31.07.2018

For and on behalf of the Board

7-~ p__ f'-cJ.__j__-Shreyas Mehta

Chairman DIN: 00211592

Annexurem

Form No. MGT ·9 EXTRACT OF ANNUAL RETURN

as on the linandal year ended on 31.03.2018 [Pursuantto section 92(3) of the Companies Act, Z01.1 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

(i) CJN I.S1900MH19BSPLC031991 (ii) Regi~tratlon Date 0510111985

··-(iii) Name of the Company Specular Marketing And Financing Limit~d (iv) Category I Sub-Category of the Company Company Limited By Share~ 1 India- Non

Government Company (v) Address of the Registered Office and contact EC-1052, 4th Floor, Bharat Diamond Bour·se, BKC,

details Dandra East, Mumbai • 400051 (vi) Whether listed Company Yes (vii) Name, Address and Contact details of Link In time India Private Limited

Registrar and Transfer Agent C-101, 247 Park, L.B.S. Marg,

I Vikhroli (West), Mumbai- 400083, Maharashtra Tel: 022- 49186270

II. PRINCIPAL BUSINESS ACTIVITIES Of TH£ COMPANY

All the business activities contributing 10% or more of the total turnover of the company ~hall be stated:·

S. Name and D escription of main products NIC Code of the Product/ % to totaltu mover of the No. j_ services service company 1 Dividend Income Not Applicable 100

Ill. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. Name And Address of the CIN/GIN Holding/Subsidiary I NO Company Associate

I NOT APPLICABLE

%Of Shares Held

Applit'able Section

IV. SHARE HOLDING PATTERN [Equity Share Capital Breakup as percentage of Total Equity)

I) Category-wise Share Holding

No. of Shares held I No. of Shares held o/o

Category of at the beginning of the year at the end of the year C:hange

De mat Physical Total %of I Demat Physical Total I %of during Shareholders

Total Total the Shares Shares year

Promoters I Indian I a) Individual I HUF 0 17!!550 178550 71.99 101800 76750 178550 71.99 I 0

b) Central Govl 0 0 0 0 . 0 0 0 ' 0

c) State Govt(.-) 0 0 - 0 0 0 0 0

d)Bodtes Corpor~te 0 4700 1·700 1.90 . 4700 4700 1.90 0 . -e) Banks f Fl 0 0 0 0 - 0 . - 0 0

f) Any other ... 0 0 - 0 0 0 - 0 . SUB· TOTAL (A) (1) 0 183250 183250 73.89 101800 81450 183250 73.89 0

(2) Foreign

- •. a) NR!s- Individuals . . - . . . - - --b) Othel·lndividuals . . . . - . - . . .

c) Rodies Corporate - . . . - . . . . -

d) l.lanks I Fl . . . . . . . . - -

(c) Any other ... - . . . . . - . . SUB - TOTAL (A) (2) . . . - . . - . . .• TOTAL SHARllHOLOING . 183250 183250 73.89 101800 81450 183250 73.89 .

OF PROMOTER fA)= (A)(l) + (A)(Z) - . B. PUBLIC SHARf:J::IQI.DING 1 Institutions a) Mutual Funds . . . . . . . . . --b) Banks I FI • . . . . . . . . .

r-:- -c) Central Govt . . - . . . . . . d) State Covt{s) . . . - . . . . -.. e) Venture C:apilal Funds - . . . . . . . . .

f) Insurance Companies . . - . . . . . . g) Fils - . . . . . . .

- - ·-h) Foreign Venture Capital . . . . . . . . . Funds

i(i}ooers . . . . - . . . -- - - --·- ·----··--SUB- TOTAL (B) (1) . . . . . . . . --2 Non-Jn~"titutions a) Bodies Corporate .. i) Indian - 2800 2800 1.13 . 2800 2800 1.B . .. ii) Overseas . . - . - . . . .

- b) Indi".!_~Ial~-I) Individual shareholders . 61950 61950 24.98 - 61950 61950 21.98 .

holding nominal share capital up to Rs. 2 lakhs -11) Individual shareholders . . . . . . . . -holding nominal share capital in excess of Rs. 2 lald1s ------c) Others . . . . . - - - . SUB-TOTAT.(8)(2) . 61750 64750 26.11 - 64750 64750 26.11 . TOTAL PUBLIC - 64750 64750 26.11 - 64750 64750 26.11 -SHAREHOLDING(B)= (B) (1) + (Blf2) C. SHARES HELD BY . - . - . . . - -CUSTODIAN FOR GORS & ADRS ·-GRANDTOTAJ. (A+B+C) . 248000 248000 100 101800 146200 248000 100 -

Cti)Shareholdlne: of Promoters Shareholding Sharcholding %

at_~~e_Eegi_rming_of tl)e_year at the end of the vear change

Sr. No. of % of total %of Shares No. of %of %of Shares in share

No. Shareholder's Name Shares Shares Pledged 1 Shares total Pledged I holding

of the encumbered Shares encumbered during company to total of the to total the

shares company shares year 1 Shrevas R Mehta 24300 9.80 0 58050 23.41 0 13.61 2 Ramniklal H Mehta 24750 9.98 0 0 0 0 (9.98) .. --~· -··~·

3 Rasiklal Hiralal & Co 4700 1.90 0 4700 1.90 0 0 Pvt Ltd

4· Bela Bhavin Kothari 5000 2.02 0 5000 2.02 0 I 0 5 Nilima S Mehta 12200 4.92 0 12200 4.92 0 I 0 6 Pradeep R Mehta 19000 7.66 0 19000 7.66 0 I 9_

8 Am it Ratilal Mf:'ht.a 15650 I 6.31 '-- 0 15650 6.31 0 0

9 Satyavati R Mehta 9000 3.63 0 0 0 0 (3.63) 10 Maniula Mehta 26450 10.67 0 26450 10.67 0 0 11 Sarilll R Mehta 16050 6.47 0 16050 6.47 0 0 12 Anjali Mehta 8000 3.23 ' 0 8000 3.23 0 0 ·-~~ Ashay S Mehta 10000 4.03 0 10000 4.03 0 0 14 Leena S Mehta 1050 0.42 0 1050 0.42 0 0 15 Nishita S Mehta 5500 2.22 0 5500 2.22 0 0 16 Samlr M Mehta 50 0.02 0 so 0.02 0 0

_g._ Mansi Mehta 50 0.02 0 so 0.02 0 0 18 Neil Mehta soo 0.20 0 500 0.20 0 0 19 Apesho Mehta 500 0.20 0 sou 0.20 0 0 -_10 - Dilin N Dalal 500 0.20 0 500 0.20 0 0 .

183250 73.89 0 183250 73.89 0 0

(iii) Change in Promoters' Shareholdlng (please spedty, If the re is no cha?ge)

I Sr Name of the Promoter Shareholding at the Cumulative

bf:'ginning of the year Shareholding during

I the year I N Shareholding at the o. - f:'nd of the year ·:-

No. of %of total Date Increase/ Reason No. of % of total shares shares of (Decrease) shores shares of

the in Share- the company Holding company

I Shreyas R Mehta 21300 9.80 31.05.2017 33750 lnter-se- 58050 23.41 Transfer -

2 Ramniklal H Mehta 24750 9.98 31.05.2017 (24750) lnter-se- () 0 Transfer

3 Satyavati R Mehta 9000 3.63 :n.o5.2U17 (9000) In ter-se- 0 0 Transfer

(iv) Shareholdlng Pattern oftop ten Shareholders: Name of the Shareholding at the Cumulative

Sl. Shareholder beginning of the year Shareholding during No. the year/

Share holding at the

-· end of the year No. of %of total Date Increase/ Reason No. of %of total shares shares of' (Decrease) shores shares of

the in Share- the company Holding company

1 AH Bhimani 10000 4.03 - - - 10000 4.03 2 Venu Kalikkot 7050 2.81 - ' - - 7050 2.8~ 3 ' Ajay I Mehta 4000 1.61 - I - - 4000 1.61 4 lormal Mehta 4000 1.61 - I - - 4000 1.61 5 Kalpana P Kothari 4000 1.61 - I - - 4000 1.61 -6 Pradio K Kothari 4000 1.1\1 - I - - 4000 1.61 7 Saniav Doshi 3000 1.21 - - - 3000 1.21 8 Lakshadeep 2800 1.13 - - - 2800 1.13

Investment & Fin Ltd 9 Prakash K Mehta 2000 ().Ill - - - 2000 0.81

10 Shakuntala P Mehta 2000 0.81 - - - 2000 0.81

(v) Share holding or Directors and Key Managerial Personnel:

Name of the Shareholding at the Cumulative Sr Dlrector/KMP beginning of the year Shareholding during

the year/ N Shareholding at the 0 . end of the year . No. of %of total Date Increase; Reason No. of o/o of total

shares shares of (Decrease) shares shares of the in Share- the

company Holdine . company , 1 Sh reyas R Mehta 24300 9.80 31.05.2017 33750 In ter-se- 58050 23.41

Transfer 2 Dilio N Dalal 500 0.£!1_ - - - 500 0.20 3 Nilima S Mehta 12200 4.92 - - - 12200 4.92 ' -4 Samir M Mehta so 0.02 - - - 50 0.02_ 5 Kirit Prabhulal Mehta 0 0 - - - 0 0 -6 Ashay S Mehta (CFO) 10000 4.03 - - - 10000 4.03 -

V. INDEBTEDNESS

I d b d n e te ness of the Company including Interest outstanding/accrued but not due for payment I Secured Loans Unsecured Deposits Total Excluding Loans Indebtedness Deposits

'-Indebtedness at the beginning of the financial year 01.04.2017 11 Princinal Amount - - - -2) Interest due but not paid ---- - - -3) Interest accrued but not due - - - --Total off1+2+3l - - - - -Change In Indebtedness during the

_financial year +Addition - - - -- -- Reduction - - - - -Net_fhange - - - -Indebtedness at the end of the financial ~ear 31.03.2018 1) Principal Amount - - - -

_ 2J Interest due but not paid - - - -3)lnterest accrued but not due - - - -Total of (1+2+31 - - - - . --

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Manal!in!! Direc_l:or, W!Jole-Time Directors and/or Manager: Sr. Particulars of Remuneration Name of Total

No MD /WTD /Manager Amount (Rs.Jn La~)__

1 Gross Salarv - - -(a) Salary as per provisions contained in section 17(1) of - - -the Income Tax Act (b) Value of perquisites u/s 17f21Jncome Tax Act,1961 - - -(c) Profits in lieu of salary under Section 17(3) Income - - -Tax Act, 196 I

2 Stock Ootion . - -3 sweat Equity - - -----·

-4- J:o.mmission - - -5 Others - - -

Total (A) . - --

··-· Ceiling as per the Act 5% of the net profits of the Company

B. Remuneration of other directors:

I I d d Dl n epen ent rectors

Particulars of Remuneration Name of Directors Total Amount .. -Fee for attending board committee meetings - -Commission .. - -Others - - --Total fll - -

II Other Non-Executive Directors . Other Non-Executive Directors -T Name of Non-Executive Directors Total Amount

Fee for attending board committee meetings - . Commission . -Others . .

-··---Total (2) . . Total B = (1 +2) - . Total Managerial Remuneration . -

- -~--Overall Ceiling as oer the Act - .

---·

B. Remuneration to Kev Mana2erial Personnel Other Than MD I Manager I WTO Sr. Particulars of Remuneration I NameofKMP No _j Ashay s Mehta

-- CCFO)

1 Gross Salary (a) Salary as per provisions contained in section 17(1) of the Income Tax Act -(b) Value of perquisites ujs 17(2) Income Tax Act, 1961 -(c) Profits in lieu of salary under Section 17(3) Income Tax Act. -1961 -

2 Stock Option . 3 Sweat Equity -- --· 4 Commission -5 Others, please specifv Provident Fund & other Funds -

Total_(C:) -

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF:

Type Section of the 1

Companies Act

r~ompany Penaltv Punishment Compoundlnl! Directors Penalty Punishment Compounding Other Officers In Default Penalty Punishment Compounding

Place: Mumbal Date: 31.07.201 R

Brief Description

Details of Penalty I Authority (RD I Appeal punishment/ NCLT /COURT) made,

compounding fees imposed if any

NIL

-NIL

NIL

~

. . For and on behalf of the Board

<:1 /-~ R ~c..Jl _ c -

shreyas Mehta Chairman

DIN: 00211592

ANNEXURE IV

MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry structure and developments

The Financial year 2017-18 has been marked hy the introduction of some major policy reforms such as Goods and service tax (GST), Insolvency and Bankruptcy Code(IBC), recapitalisation plan for public sector banks; thus strengthening the momentum of policy reforms. After three years of over 7% growth, the Indian economy slowed down slightly in 2017-18 recording 6.4% growth in real gross value added (GVA). Despite this slowdown, the economy continues to remain one of the fastest growing among major global economies.

(b) Threats, Opportunities, Risks and concerns . . The Company's business is driven by security market. It is obvious that the Threats, Opportunities, Risks and concerns are highly depending upon the volatility of Security markets.

The Company is taking proactive steps in implementing management principles well adapted to the demands of the changing environment. The company has the policy of assessing the risk and manages the business. The company is operating on a well defined plan and strategy and hence is well equipped to face any change in regulatory risk.

(c) Segment-wise or product-wise performance

The Investment made, if any during the year is detailed in Note forming part of Financial Statements.

(d) Outlook

Due to continuous cut in the deposits rates and emerging !PO's, the company is expecting more investment in the security market in coming years.

(e) Internal Control Systems and their adequacy

The Company's operating and business control procedures have been framed in order that they ensure efficient use of resources and comply with the procedures and regulatory requirements. The Company has a proper and adequate system of internal controls to ensure that all assets arc safeguarded and protected against loss from unauthorized use or disposition and that transaction are authori:.:ed, recorded and reported correctly. The Board has also appointed Internal Auditors to more strengthen the internal control system.

(f) Financial performance and Analysis

During the year the turnover of the Company is Rs. 28,389/- as compared to previous year Rs. 39,808/- which was reduce by 28.69 o/o.

(g) Human Resource Development

The Company do not have any employees.

(h) Accounting Treatment

The financial statements of the Company have been prepared to comply with the Indian Accounting stanadards ('lnd AS'), including the rules notified under the relevant provisions of the Companies Act, 2013. Upto the year ended March 31, 2017, the Company has prepared its financial statements in accordance with the requirement of Indian General Accepted Accounting Policies, which includes Standards notified under the Companies (Accounting Standards) Rules, 2006 and considered as " Previous GAAP".

These financial statements are the Company's first lnd AS standalone financial Statements. The Company's financial statements are presented in Indian Rupees('), which is also its functional currency.

Place: Mumbai Date: 31.07.2018

For and on behalf of the Board

P--~ Shreyas Mehta

Chairman DIN: 00211592

Independent Auditors' Report

To the Members of , Specular Marketing & Financing Limited

Report on the lnd AS Financial Statements

We have audited the accompanying lnd AS financial statements of Specular Marketing & Financing Limited ("the Company"), which comprise the Balance Sheet as at March 31, 20 J 8, tl1e Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter refcm:d to as "lnd AS Financial Statements").

Management's Responsibility for the Ind AS 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 lnd AS financial statements that give a true and fair view of the state of aflilirs (financial position), profit (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with th~: accounting principles generally accepted in India, including the Indian Accounting Standards (lnd AS) 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 of 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 arc 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 lnd AS financial statements that give a true and fair view and arc free &om material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these lnd AS 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(1 0) 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 lnd AS financial statements ar~: froc from material misstatement.

An audit involveS performing procedures to obtain audit evidence about the amounts and disclosures in the lnd AS financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the lnd AS 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 lnd AS tlnancial statements that give a true and fair view in order to design audit procedures that

ore appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 lnd AS fmancial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fuir view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs(financial position) of the Company as at 31st March, 2018, its loss (fmancial performance including other comprehensive income), its cash flows and changes lit equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended 31st March 2017 and the transition date opening balance sheet as at 1st April 2016 included in these lnd AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by H. Diwan & Al>-sociates, Chartered Accountants, Mumbai whose report for the year ended 31st March 2017 and 31st March 2016 dated 22"d May, 2017 and 24th May, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the lnd AS, which have been audited by us.

Our opinion is not' modified in respect of this rnaner.

Report oo Other Legal and Regulatory Requirements

(I) As n:quired by the Companies (Auditors' Report) Order, 2016 («the Order") issued by the Cenii1ll Government of India in terms of sub-section (II) of Section 143 of the Act, we give in "A.tmexure I", a statement on the matters specified in paragraphs 3 and 4 of the 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 Balan~ Sheet, the Statement of Profit and Loss, the Cash flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. On the basis of written representations received from the directors as on March 31, 2018, and 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 tenns of Section 164 (2) of the Act;

c. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we give our separate Report in "Annexure 2".

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

1. The Company has disclosed the impact of pending litigations on its financial position in its lnd AS financial statements - Refer Note 18 on Trade Receivables to the Jnd AS financial statements;

ii. The Company has made provision, wherever required under the applicable law or accounting standards, for material foreseeable losses (Refer Note 18 on Trade Receivables to the Ind AS financial statements);

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. The disclosures regarding details of Specified Bank Notes held and transacted during the period from 8th November, 2016 to 30th December, 2016 has not been made since the requirement does not pertain to fmancial year ended March 31, 2018.

ForK. B. Gosalia & Co. Chartered Accountants fCAl Firm Registration Number: 123179W

soY:!

Place: Mumbai Date: 24-05-2018

"Annexure 1" to the lodependent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the lnd AS financial statements for the year ended 31 March 2018, we report that: (i) (a) The Company has maintained proper records showing full particulars

including quantitative details and situation of fixed assets. (b) All fixed assets have been physically verified by the management periodically

during the year, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company does not own any Immovable Assets. Accordingly, provisions of paragraph 3(iXc) of the Order in respect of Title Deeds of the Immovable Properties are not applicable to the Company and hence not 'commented upon.

(ii) The Compa.Ry did not have any inventory during the year. Accordingly, provisions of paragraph 3(ii) of the Order in respect of Physical verification of inventory, procedure of physical verification followed by the Company and maintenance of proper records of inventory arc not applicable to the Company and hence not commentod upon.

(iii) According to the information and explanations given to us. the Company has not granted any loans, secured or unsecured to companies, fmns or other parties covered in the regiSter maintained under Section 189 of the Act. Accordingly, the provisions of paragraph.. 3(iii) of the Order arc not applicable to the Company and hence not commented upon.

(iv) According to the information and explanations given to us, the Company has not granted any loans, has not made any investments and has not given guarantees and security. Accordingly, the provisions of paragraph 3(iv) of the Order are not applicable to the Company and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) According to the information and explanations given to us, the Central Government bas not specified for the maintenance of cost records for the operations of the Company.

(vii) (a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authoriti~s undisputed statutory dues of income tax. The provisions relating to provident fund, investor education and protection fund, employees' state insurance, sales-tax, wealth-tax, service tax, customs duty, excise duty, and cess arc not applicable to the Company and hence not commented upon.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues outstanding of income-tax on account of any dispute.

'

(viii) '!'he Com~y did not have any out-~ding dues to financial institutions. bank. government or debenture holders during the year.

(ix) The Company did not raise moneys by way of initial public offer or further public offer or debt in.!.1rumCnt and term loans during the year.

(x) According to the information and explanations given to us, no material fraud on the Company by its officers or employc.:es has been noticed or reported during the year. However, attention is drawn to the financial fraud taken place in earlier years at the National Spot Exchange J..,td., a commodity exchange wherein the Company is one of the 11fii:cted parties as detailed in the Note 18 to the lnd AS financial stntements. As informed to us, appropriate legal steps have been taken by the Company to safeguard the financial interests of the Company.

(xi) According to the information and explanations given to us, no managerial remuneration has been paid or provided for the ye41'.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of paragraph 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given to us, the transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and the details of such transactions have been disclosed in the Financial Statements as required under Indian Accounting Standards (IND AS) 24, Related party Disclosures specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(xiv) Accordin~ to the information and explanations given to us, the Company did not make any preferential allotment or private placement of shares or debentures during the year. Accordingly, the provisions of p41'8graph 3(xiv) of the Order arc not applicable to the Company and hence not commented upon.

(xv) According to the information and explanations given to us, the Company did not enter into any non-cash transactions with directors or persons connected with directors during the year. Accordingly, the provisions of paragraph 3(xv) of the Order are not applicable to the Company and hence not commented upon.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under seetion 45-IA of the Reserve Bank oflndia Act, 1934.

For K. B. Gosalia & Co. Chartered Accountants

ICAI~Firm R~~tion Number: 123179W

Kalpcs lia Prop Mcm Number- 113582

Place: Mumbai Date: 24-05-2018

"Annexure 2" to the Independent Auditors' Report •

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the lnd AS financial statements for tbe year ended 31 M11rcb 2018, we report that:

Report on the Internal FiDancial Controls under Clause (i) of Sub-section 3 of Section 143 of the CompanitS Act, 2013 ("tbe Act"):

We have audited the internal financial controls over fmancial reporting of Specular Marketing & Financing Limited ('the Company') as ofMan:h 31,2018 in conjunction with our audit of the lnd AS financial statements of the Company for the year ended on that date.

Management's Respo1111ibility for Internal Financial Controls

TI1e 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').Thcsc responsibilities include the design, implementation lllld 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' accur.Jcy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal fmancial controls over fmancial 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 TCAI 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 llll audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require U1at we comply with ethical requirements and plan and perform the audit to obtain rea.wnable 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 aod operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, 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 is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal finllllcial 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 fmancial reporting includes those policies and procedures that (I) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispo~itions 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 fmancial controls system over financial reporting and such internal financial controls over fmancial reporting were operating effectively as at March 31,2018, based on the internal control over fmancial 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.

For K. B. Gosalia & Co.

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Nee 1 NO'I'.t:S TO SIGND'ICANT ACCOUNTING POLICIES

A CORPORATE JNIIORMATJON Specular Maricefing Limited(~ Comp&ny") is a lisled entity incocpotate.l io India, having its regis1eted oftiee at Mumbei, Ml!larashtta, tndia.. The cocupauy is est.Mltished with the object of carryiDg oo busiJIIeSS of Martetiog,Fmancing and luveslnleniS activities.

' B SJGNUi'ICANT ACCOUNTING .POI.ICIES

B.l BASIS Of I'Rt:PARA'UON AND PllESt:NT ATION

'·

The finwria! st•m• uts have been p:epa~ed on the historical cost basis excePt w <:atain fiDaocial instrumellts wbich are measured at fair value at tbe endof eacll reporting period, as explained in the accounting policies below. Hislorical cost is generally based on the fair ~ of tbe considemtioo given io excbange for goods and sen-ices. Fair value is the price that would be received to sell an asset or paid 1D 1lliiJSfes- a liability in an orderly transaction between IIJaltft parliciplmts at tbe metillletnem ~. The financial SWCmentS oftbe Compmy bave beco ~to c;omply with tbe Indian Acc:ounling :aandatds ('IndAS').including the. niles no4ified under the rek\'&ot provisioos of tbe C'ampMlies Act, 2013.

Up10 the year ended March 31, 2017, the Coolpany bas ~ its fiMncial SlallsnniiS in aa:ordaace with tbe requilemeut of lndRm General A~ ACCOimtiug Policies, wbicll iDc1udes Standa!ds nOOtied undef tbe Companies (Accounting Standards)Rules. 2006 and COII:5icloRd as "Previous OAAf>~.

Company's financial slatemeuts are presented in Indian Rupees 0, wbicb is also i1s fiml:tiooaJ currency.

a) Plepeny. plut ud eqa~F•uat Plopeaty, plant !llld equipeanent are staiM at ~ oet of ~ taxes, 1racle diSOOIIIIt and rebates less accumulated depreciation and impairmeut loss, if any. Such cost includes pmcbase price. borrowing costs, and auy cost directly attributable to bringing the asset to its WOC'king conditioo fur its intended use.

Subsequent costs are included in tbe asset's caeying ainount or~ as a sep8l'ate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to tbe entity and the cost can be measured reliably.

DepreciaUon on ptoperty, plant and equipment is provided based oo useful lite of tbe assets prescribed in Schedule ll to the Companies Act, 2013.

The teSidual values, useful lives and medlods of depreciation of property, plant and equipmetlt are reviewed at eacll financial year end and adjusted prospectively, if appropria!e.

,,·

b) U11e Gfl'.stilllatB: The jiiepatlltioo of fiMDcial ~ requires maaagemeot to make- es~in 1 tes _, ~ that affect the Jtpo."ted amount of~ and liabilities and disclosure of QOilliogeut liabi1iles at the date of the finao;ial SlaleJDelliS and the teSulls of openllions during the reponing period. Aldlough lbese estin,.,.. are based upon management's best knowledge of cuneot ewuts aod adioos, aaual results could differ from lbese esrimates

c) ~ofAssdl: The M1111agcment paiodkally asmm,using ........W aud iDCemal soun:es. wfldbG 1llele is au indiatioo that an an asset may be impaired. An impainne.tlt loss is ~ wblnver the canying value of an asset exceeds its recowrable amount The letCheaable amouut is hiP of the asset's net selling price aud value in usc, wbidl - 1be presalt \'llluc of tilturc cash flows expected to arise from tbe c:ontinuing use of 1be aSSieS and m evenlllal dispoSal. An impalrement loss for an assets is te'\"Cr.Jed it; 81\d only it; the n:vmal can be tdaled objectM:Iy 10 an ~ occurring after tbe impoitmeotloss was recognized. The canying amount of an asset is u-cd to its revised J:tXlOve(Bble lllliOIIIII,pWYided 1hat this amount docs 1101 exued the carryillg amount

that would have been delermined (net of lillY accumulated ~ or depreciadoll) bad 110

impairment loss been~ for the asset ill prior years.

cl) .......,.forCilCTellt Qd Ddir' ,_. Tu: Plo•isiou fur current l8ll is madre after taking into oomidmtion bel.elits adutissible under the jiiOYision of the income lllll Ad;l96l.Defen'ed l8ll resulting from "ttiming differetlce"between taxable and accounting income is 8IXOillllr.d fur using the l8ll I'8IC and laws that are enacted or subs1anlivcly enacted a<1 on the llalance shed dalc.Defem:d tax asset is lecosJ.md aDd C8lried forward ooJy to the extent !hat tberc is a virlllal cetalnty !hat the liSSie will be realized is f\Jtwe.

e) l'.lndlc Per SUR: Basic eamiDgs per sbale are cakulalled by dividillg tbe net profit « loss fot tbe ~attributable to equity sbarebolders (after deducting attributable 18XeS) by the weigbttd awnge llUiilber of equity shares oulstaDdiog during the year.

For the purpo5e of Qkulating diluted earnings per sbare, the net profit « loss for the period attributable 10 equity sbareboldels and tbe weighted avange IIIIIDberof sllans oo!ISfN!ding chlrillg the year are adjusted for the etfeccs of all dilutive potential equity sbares.

f)CadludCa*~ cash aod cash equivalel1ls comprise cash aod cash on !Seposit with bank and COI'pOI'IIIioas. Tbe Company considers all higbly liquid itweslroentl with a n:maining maturity at the date of purchase of three ~ or less and !hat are readily CXlllvertible to Jmown amounts of cash and cash eouivaJeals.

C) C1ISit .,._ Stale• t: casb Flows are n!pOited using the iDdlJect method, whereby Jlrotlt/loss before tax is ~ for the etfecls of transction of a ~ nature, any deferrals 01 accruals of past « future operating cash JUeipls or Jl8YIDiliiiS and item of income or expenses associaled with iJiwesting OJ fislaDcillg cash flows. The cash flows fiom operatlng.inveslillg and tinanclng activities of the company are segregalt:d

II) Rft.-n: •c•M•a: Revenue is mmgnized only wbeo it can be reliably measuzed and it is n:asonable to expect ~c:ollectioo. Revawe from opaation iDc!udes income &om Divicknds, 1n1mest and income from sale of shares and units of mutual funds. Dividend inc:ome is recognized wben right to receive is eslablisbed. l1llelest income is re<:ogni2.ed on time flNPOilion basis lllkillg illlo -~amount 01rtstl1Miag aft4 t.re applj(able. Income ftoolln~ t~J)Iesenting Coounoclity ntaltet ~ trade is recogni1Jld on the tenns of the agn:emeuts as and wheu the inveslmerlV!rade is made.

i)~

Reveuue is recognised wbeu the Company's rigbt to ~w 1he payment bas been c:stllblisbcd. . .

j) lltv«rts n ta: Current inveStments 11re carried II lower of cost and quoledlfair value, compuled cetegory wise. Long Tenn Investments 11re staled at cost. Provision for djmiruJtion in the value of klcg- tam iJwestmeols is made only if sucb a decline is otber than !lemponuy.

C CU'IIC.U. AcaMJNIING .IIJIICMI1n:SAND UY SOl1llCI'.S Of' ISIJMATIOIS IJNCEII.TAJNTY:

The pcepaaation of the Company' s fiDaocial stalemeuiS requires managemeot to make judgement, ~ and as:s·~ that affect the reported IIIDOliOt of reveoue, expt.nSeS, as:sets and liabiliMs aod the acoompaoyiog discloslns. Uncertainty about tbt:se assumplioos aod f'Siimates coold result in... OUk:omeS that require a materiallllljustment to the canying alllOUIIt of as:sets er liabilities atrcCttd in future periods.

a) Deprz I tiM I~ ud IISdld lmsofpnperty p1ut ud .,..., eat Property, plant lllld equipment I intaugible assets are deprecialtd I 8IIIOl1ised over 1he!r t"Siimated

usefillli-wes, aft4 taking iulo account estQnated residual value. ManagemeDt reviews tile estimated useful lives and ~ual values of the assets annually in order to detmnlne the amount of deprecialiou I amortisation to be IeCOI'ded during any repot1ing period. The useful Jives and residual values are based on the Company' s historical f:lqlelieoce with similar as:sets and take into acoount anticlpeled tedlnological changes. The depreciation I amortisation ilf fiiiUre periods is revised ifl!lete are sigDificant cllanges from previous estilllalts.

b) ~oftr!Mienaivallle: Judgemeqt!; - required in assessing the recoverabllity of overdue trade JI!Ceivables and determining wbedler a pmvision against diose receivables is reqllired. FadllrS <:OnSideled inclllde the credit rali.ng of the OOIIrllelp8lly, the amount and timhlg of amicipated future Jl8YIDelliS and

any possi.bte actions that can be taken to mitigxlle the risk of~ Mar~ reviews the rislr element involved in recovery of the doobtfUl receivables amwal.ly and decidl::s to make appropriale provision fbr the doub!tW recoveries. (Refer Nore No. 19)

l

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nc.e fln• ~ill ""' ..., dle ~ llrs IDd AS~ 11111 • 1c··· ~~ ~ioll$ ,_ lii!tfts lm1! loec:D reg~OiljlCd I Mrtari'W, 'lll>ere•ar aoc:css.y10 aJOiiloa lO lbeCIIIlal yell'¥ d 10. ••"l

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Note-19 Tuwsi!•• tDIIId AS - rmLC· sdopti&tt olllld AS ~are tbe companies firstfiamcial Sllltemeuts ~in accordancewllb bid AS .

. The socountiJig polior;ie$ set out in DOle l bave been 8jJplied in~ 1be financial stati!IM!fs

for 1be year ended 31 March 20Ut, tbe ~e infurmation presented in 1hese fiDa!Jcial

statements for the year ended 31 Marcil 2017 and in the prepu-ation of an opening lnd AS balanc:e sheet Itt I April 2Q16 (tbe dare of transition). lit preparing its opening lnd AS balanc:e "sheet, tbe Coolpeny has adjusted tbe amounts !epOited previously in tinaocial statemeoiS

prepared in accordan<:e with tbe accounting SWidard.s notified under Companies ( Accouming Sl<mdanfs) Rules, 2006 (as amended)andotber relevant provisions of the Ad (Indian GAAP).

An ~ of bow the tnmsition iom ~ lGAAP to lnd AS bas atfected the group's financial position. fulaDcial perfoouance and cash flows is set out in tbe fullowing Ulbles and

notes. On transjtion, tbe Company did not revise estimates previously made llllder GAAP em:pt

wbere ~ted by lndAs.

·A- IIIdAS q tl w'na•l". r , (a) D111 ~d cost

lnd AS 101 pennits a titst-time adopter to elect to continue with tbe carrying wlue for all of its property, plant and equipment as recognised in the Financial Sbtoemads as at tbe dare of transition to lnd AS. measured under tGAAP and use that as its deemed cost as at tbe date of transltioo. Al:cordingly, tbe Comp8IIY bas dccted to measure all of its property, plant and equiJ*Dmt and investment properties Itt their JGAAP canying value in their financial

(b)B!I est~ lnd As 101 provides the option to apply lod AS 103 'Business Combination' prospectively from the tnmsitioo dare. This provides ldief from futl retrospective application 1hat would requite restatanent of all business cocnbinatioos prior to the transition dare. Business oombinalions oc=ring prior to the transition date have nat been restaled.

B llld AS ........,.uceptio;ts (a) hda•ta

An ettlity's estimates in accordmce with fnd AS Itt tbe dare of transition to lnd AS shall be consistalt widl estimates made for the same date in accordance witb previOus GAAP (after adjusUIIiiiiiS to reflect my dift'erence in acc:ounting policies), unless there is ob,jective cvi<lew:e that lOOse estimates were in error.

lnd AS estimates as at I April20 16 are consistent witb tbe estimates as at the same date made in conformity with p;erious GAAP.

(b) Classifialtiol! alld -*uffiuecial assets lnd AS t 0 I requites an entity to assess classiik:adoo aod measurc:ment of fitlllllCial assets (lnvesunents) on tbe basis oftbe mas and~ that exist at tbe date oflriiiiSltion,to lnd AS.

SPECULAR MARKETING & FINANCING LTD. REG. OFFICE: EC-4052, 41tl Floor, Bharat D iamond Bour~, BKC, Band ra East, Mumbai - 400051

PHONE: 23682859 EMAIL: soecmkt@gmail.com CI N NO. L51900HH1985PLC034994

ATIENDANCE SLIP

I hereby record my presence at the 34tb Annual General Meeting of the Company held on Friday, 31st August, 2018 at 4:00p.m. at the Registered Office of the Company at EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Bandra East, Mumbai- 400051.

Full name of the Shareholder ......................... .. .............................................. ... ........ . (in block letters)

. Ledger Folio No .......... .. ......... ..... ......... DP ID ..... ... ................. ...... Ciient 10 ................................ .

Number of Shares held .. .... ........ .... .. .................................................. .. ...... .. ........... ..

Full name of Proxy ... ... ...... ........................... ................ .. ........................ ... ...... ...... ................ .. . (in block letters)

Signat ure of Share holder or Proxy attending ........................ ... ........... ....... ..................... ... ... .......... ..

Please provide full name of the 1st joint Holder.

Notes:

(1) Members/Proxy holders are requested to produce the attendance slip duly signed for admission to the Meeting hall.

(2) Members are requested to bring their copy of Annual Report for reference at the Meeting.

SPECULAR MARKETING & FINANCING L TO. REG. OFFICE: EC-4052, 4th Floor, Bharat Diamond Bourse, BKC, Sandra East, Mumbai - 400 051

PHONE: 2 36 8 28 59 EMAIL: soecmkt@gmail.com CIN NO. l51900MH19 85PlC034994

PROXY FOR-1\'1 [Pursuant to Section 105(6) of the Compan ies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 20 14)

Name of the member(s)

Registered address

E-mail id

Folio No./ Client Id I I I I I I I I I I I I I I I I DPID

1/We, being the member(s) of ...... ......... equity shares of Specular Marketing and Financing Limited, hereby appoint

I . Name: ... . ... . ... ... ... ..... . . . ... o . ........ · O. ... . .. ... .. .. . . Email ld : ...... ... ............ ... ..... .. o .... o .. ... ....... o.

Address: ·o·o···· · ·······oo·· · ·····o ·· · ·· ···· ·· ·· ·· ·····•ooo ••· ·· · ··· · · · ·· · · ··· ·· · · ··················· · ······ ········ ··· · ···· ·· ·· ........ . ...... . . . . . .... ···· O·O· · ... · · ·o · o·· · ··· O•o•O · O·o· ·· ··· o· ···· ... . . .... Signature:------------or failing him/her

2. Name: ... ... .... .. .. . .... .. ... .. .. .. . ..... .. ...... .. ..... .. . ......... Email ld : .... ........... . . .. ...... ............ .. . ........ .. o

Address: .. . . . ............ . . ...... ... o ... .... . o. o. o.o ...... o. o . ... . . . ...... . . . . .. .. . ......... .. .... .. .. o .......... o. o ......... . o . . . . ... ... .. . . . . . . . . ..... .. .... ... o. o .... o ......... . o ... o.o. o .. . ... o.o . o . .. . ... .. ... . Signature:------------or failing him/her

3. Name: ... .. . .. ...... ... o .............................. o .. ...... o .. ... Emailld: ...... .. ......................... .... .. . .......... . Address: . . .... . . . .. .... . . . . . . . ..... . .. ..... .... 0 • 0 • • •• •• •• 0 • 0 . . . .......... ... .. . . . .. . . ... . .. . . . ....... . ... . .... .. . .. . ..... .. o ••• • ••

. .. . .. ... . .. . . . . . . . .. . . .... . . . ... ... . . . .. .. . . ... . . .. .. . .. ... .. . . . . . . . ... ... . . . ... Signature:------------

as my/our proxy to attend and vote (on a poll) for me/us and on my/our hehalf at the 34"' Annual (ieneral Meet ing of the Company to be held on Friday, 31st August, 2018 at 4:00 p.m. at EC-4052, 4th l'loor, Bharat Diamond Bourse, BKC, Bandrd East, Mumbai - 400051 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sr No Resolution I Adoption of the Statement of Profit and Loss and the Balance Sheet for the year ended on 3 I" of March,

2018 together with Auditors' Report and Directors' Report thereon. 2 Appointment ofOircctor in place of Mr. Samir Mehta (DIN: 0021 1712) who retires by rotation and being

eligible offurs himself for reappointment.

Signed this .... .. ...... .. .............. . .. .. .. . day of .. .. .. 0 . 0 ...... 0 ...... .. ... 201R. l'lcase Mtix Re. l/ ·

Signature of Shareholder Signature of prox-y holder (s)

rf."Vt"Ulll'

:.lautp ~uld

sil.,"ll Ut:J:OSS

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.