BOARD’S REPORT

To the Members
Your Directors have pleasure in presenng their 11th Report together with the audited Financial Statements of your Company for
the year ended 31st March, 2016.

Financial Highlights
The Financial Highlights for the year are as under:

Molal Oswal Financial Services Limited (Standalone)

R in millions

Parculars Year ended Year ended

31st March, 2016 31st March, 2015
Total Revenue 1,108.61 1,292.03
Profit before Interest, Depreciaon, Taxaon and exceponal items 910.12 1,030.65
Interest (295.26) (295.78)
Depreciaon (80.21) (81.67)
Profit before Taxaon and exceponal items 534.65 653.20
(Add)/Less: Exceponal Items – –
Profit before taxaon 534.65 653.20
(Add)/Less : Provision for Taxaon
Current Tax 116.67 40.67
Deferred Tax (49.48) 23.41
Minimum Alternate Tax – (23.87)
Less : Tax for earlier year(s) – 5.23
Tax impact of NCD Expenses – 2.86
Tax impact of Transional Depreciaon – 0.01
Tax Expenses 67.19 48.30
Profit aer Taxaon, before extraordinary items for the year 467.46 604.90
Add: Balance brought forward from previous year 631.26 602.73
Profit Available for appropriaon 1,098.72 1,207.63
Less: Appropriaons
Transfer to Statutory Reserve (93.50) (120.98)
Proposed dividend/Interim Dividend (498.72) (419.62)
Dividend Distribuon Tax (101.28) (76.10)
Credit of Dividend Distribuon Tax 28.18 70.60
Transfer to General Reserve – (30.25)
Transfer to Capital Redempon Reserve – –
Prior year Dividend, Dividend distribuon and other adjustments – (0.02)
Balance of Profit carried forward 433.41 631.26

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 13

 BOARD’S REPORT (Contd..)

Summary of Consolidated Financial results of the Company and its subsidiaries for the year is as under:

Molal Oswal Financial Services Limited - Consolidated

R in Millions

Parculars Year ended Year ended

31st March, 2016 31st March, 2015
Total Revenue 10,795.99 7,727.26
Profit before Interest, Depreciaon, Taxaon and exceponal items 4,332.46 2,572.24
Interest 1,737.66 309.41
Depreciaon 349.43 306.71
Profit before Taxaon and exceponal items 2,245.38 1,956.12
Add: Exceponal Items – –
Add: Prior Period – –
Profit before taxaon 2,245.38 1,956.12
(Add)/Less : Provision for Taxaon
Current Tax 655.19 547.94
Deferred Tax (58.12) 12.27
Minimum Alternate Tax 15.10 (31.33)
Tax impact of NCD Expenses – 2.86
Tax impact of Transional Depreciaon – 8.64
Tax for earlier year(s) – (17.09)
Tax Expenses 612.17 523.29
Profit aer Taxaon, before minority Interest 1,633.21 1,432.83
Minority interest in profits (25.54) (18.97)
Share of profit from Associates 83.11 22.13
Profit aer Taxaon and minority Interest 1,690.78 1,435.99
Balance brought forward from previous year 6,811.77 6,103.65
Profit Available for appropriaon 8,502.55 7,539.64
(Add)/Less: Appropriaons
Transfer to Statutory Reserve (173.05) (125.33)
Proposed dividend / Interim Dividend (497.48) (419.62)
Dividend Distribuon Tax (73.10) (81.06)
Capital Redempon Reserve – (0.01)
Transfer to General Reserve – (84.31)
Prior Year dividend, dividend distribuon and other adjustments (1.23) (2.34)
Prior Year adjustments 4.06 0.17
Balance of Profit carried forward 7,761.73 6,811.77

14 FINANCIAL STATEMENTS 2015-2016

 BOARD’S REPORT (Contd..)

State of Company’s Affairs

Results: MOFSL Standalone
During the year under review, the standalone revenues for the year were R 1.11 bn, a decline of 14.20% as compared to R 1.29 bn
last year. Interest income declined by 18.50% to R 0.54 bn, in line with the decrease in the NBFC loan book. Dividend income from
subsidiary companies was R 0.14 bn, as compared to R 0.42 bn in the previous year. Dividend income from short-term investments
was R 8.41 mn, as compared to R 22.27 mn in the previous year. Profit on sale of investments was R 0.28 bn, as compared to R
0.11 bn last year. Rent income was R 0.13 bn in FY2016, up 63.34%. Other operang income was R 3.08 mn in FY2016, while other
income was R 9.63 mn.
Total expenses (before depreciaon, interest and exceponal items) decreased during the year, from R 0.26 bn a year back to R 0.20
bn this year. Profit before depreciaon, interest, exceponal item and taxaon (EBITDA) decreased by 11.69% this year, from R 1.03
bn to R 0.91 bn. Interest and finance charges decreased marginally from R 295.78 mn to R 295.26 mn.
Reported net profit decreased by 23.09% to R 465.26 mn. MOFSL Standalone’s commitments to our own mutual fund products
stood at R 3.07 bn, as of 31st March, 2016. The unrealized gain on these investments is R 0.52 bn as of 31st March, 2016. The same
is not reflected in the profit and loss account for the year.
The detailed results of operaons of the Company are given in the Management Discussion & Analysis forming part of this Report.

Consolidated Results
The consolidated revenues for the year were R 10.93 bn for the year under review, an increase of 40.98% as compared to the
previous year.
– Broking revenues increased by 3.93% to R 5.09 bn. Market acvity remained muted this year, especially in the high-yield cash
segment. Average daily volumes in the equity markets were R 3.01 tn in FY2016, down 9.97% from last year. Cash market volumes
dipped 5.56% YoY to R 201.50 bn. Within cash, delivery declined 6.35% YoY to R 60.71 bn. However, cash volumes were sll
50.13% higher than the average seen between FY2012-2014 and delivery volumes were sll 55.43% higher than the FY2012-2014
average. Within derivaves, futures dipped 2.18% YoY to R 502.08 bn. This year, opons were down 11.86% YoY to R 2.30 tn,
a reversal from recent years when opons led the growth in the overall market volumes. Amongst cash market parcipants,
retail and prop saw declines of 8.33% and 7.46% YoY respecvely. DII cash volumes increased 1.93% YoY, led by renewed retail
interest into equity mutual funds. The proporon of retail within cash volumes decreased from 50.36% to 48.88% YoY. Our
overall equity market share increased from 1.51% to 1.96% on a YoY basis. Due to our connued focus and investments into
this business, we succeeded in capturing a larger chunk of the incremental volumes this year across both cash and derivaves.
As of 31st March, 2016, our client base included more than 788,000 retail broking and distribuon clients and 590 instuons.
Our Pan-India distribuon reach stood at 2,000+ business locaons across 511 cies.
– Asset management fees also saw significant tracon, increasing 76.55% to R 2.24 bn as compared to last year. Total assets
under management/advice across mutual funds, PMS and private equity businesses was R 132.74 bn, up 60.78% YoY. Within
this, the mutual fund AUM was R 50.66 bn, PMS AUM was R 54.12 bn and private equity AUA was R 27.96 bn. The company
saw increased mobilizaon into its open-end equity mutual fund products and PMS products. In the private equity business,
the 3rd real estate fund - India Realty Excellence Fund III, achieved its first close.
– Investment banking fee at R 0.24 bn saw a 25.19% growth over the previous year. The IPO pipeline has gathered steam, following
the investments made into an ECM team.
– Housing finance related income increased by 853.62% to R 2.18 bn as the business gained tracon this year in terms of clients,
network, banking lines and loan book. It has received rang upgrades from both Crisil and ICRA, which should bode well for
future fund-raising. The business focuses on the small-cket affordable space, with the average cket-size per loan holding
around R 1 mn on a YoY basis.
– Fund based income increased by 2.06% to R 1.12 bn. In line with the long term strategy to grow Return on Equity sustainably,
MOFSL has made strategic allocaon of capital to long term RoE enhancing opportunies like Aspire Home Finance and sponsor
commitments to exisng mutual fund and private equity funds of MOFSL group. The NBFC loan book, previously run from
equity capital, is now being run as a spread business with borrowed funds. The previous year had also included profit earned
on paral exits in few investments of the Private Equity fund in which MOFSL made sponsor commitments.
– Other income decreased by 20.03% YoY to R 0.05 bn.
Total expenses (before interest and depreciaon) for the year at R 6.46 bn registered a 25.38% jump over last year. People cost
increased by 31.97% to R 2.51 bn. This was largely owing to an increase in hiring in the retail broking & distribuon and housing
finance businesses. Operang expenses increased by 19.51% to R 2.32 bn. Other costs were R 1.63 bn, an increase of 24.53% over
last year. The profit before depreciaon, interest, exceponal items and taxaon (EBITDA) increased by 71.97% to R 4.46 bn.

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 15

 BOARD’S REPORT (Contd..)

Reported net profit for the year aer minority interest stood at R 1.69 bn, an increase of 17.74%.
MOFSL group’s commitments to our own mutual fund products stood at R 5.89 bn, as of 31st March, 2016. The unrealized gain on
these investments is R 1.17 bn as of 31st March, 2016. The same is not reflected in the profit and loss account for the year. MOFSL
group’s commitments to our alternave investment products stood at R 1.98 bn, as of 31st March, 2016.

Future Outlook
While the new government launched several iniaves to drive growth, investments and compeveness and has controlled
the macro situaon, several challenges sll persist. Urban consumpon, rural consumpon and exports are expected to fuel the
incremental growth in the economy. However, the rural economy has been badly hit by drought. Exports growth remains sluggish.
The urban consumer base has to expand further. Nevertheless, with the commodity slump, unemployment and sancons hing
BRICS peers, India looks relavely aracve. India’s Niy has outperformed most Emerging Market peers in US$ terms on a 10-Year
basis, despite short-term vagaries. While FIIs pulled out monies this year due to profit booking and migraon towards safer assets,
it was countered by strong inflows from DIIs, which saw a surge of retail interest into equity mutual funds. As reforms gain speed,
the capex cycle should gather momentum and give a fill-up to market acvity.
Our investments into competencies during the recent quarters are leading to tangible business outcomes. We remain on course in
creang a fair mix of capital markets, asset management and fund-based businesses. Over the last few quarters, we have gained
significant tracon across asset mobilizaon and market share, which shows our efforts are bearing fruit. We remain opmisc in
our ability to capture the growth opportunies as they unfold further.

Credit Rang
During the year, CRISIL Limited reaffirmed the Credit Rang of “CRISIL A1+”to the Commercial Programme of R 2.50 bn of the
Company. ICRA Limited assigned the credit rang of [ICRA] AA” Rang with a stable outlook to the NCD Programme of R 1.50 bn of
the Company. CRISIL Limited also reaffirmed the Credit Rang of “CRISIL A1+”to the Commercial Programme of R 7.00 bn of Molal
Oswal Securies Limited, a wholly owned subsidiary of the Company. The rangs indicate a very strong degree of safety regarding
mely servicing of financial obligaons. ICRA Limited assigned the credit rang of [ICRA]A1+ to the Commercial Paper Programme
of R 3.00 bn of Aspire Home Finance Corporaon Limited(AHFCL), step down subsidiary of the Company. ICRA Limited assigned the
credit rang of [ICRA]AA- with a Stable Outlook and CRSIL Limited assigned “CRISIL A+/Stable” Rang to the NCD Programme of R
5.00 bn of AHFCL.

Dividend and Reserves

The Company at the Meeng of its Board of Directors held on 3rd February, 2016, had declared an interim dividend of R 2.00 per
Equity Share, out of the profits of the Company for the third quarter and nine months ended 31st December, 2015 on 14,21,11,075
Equity Shares of R 1.00 each aggregang to R 28,42,22,150/- .
Keeping in view the distributable profits available with the Company, the Board of Directors at its meeng held on 12th March,
2016, had declared a second interim dividend of R 1.50 per Equity Share, out of the profits of the Company on 14,21,74,075 Equity
Shares of R 1.00 each aggregang to R 21,32,61,113/- .
As per the requirement of the Reserve Bank of India Guidelines, your Company has transferred a sum of R 95.68 millions to the
Statutory Reserves. Further, during the year under review, the Company has not transferred any amount to the General Reserves.

Share Capital
During the year under review, the Company alloed 20,11,400 equity shares under various employee stock opon schemes of the
Company.
Accordingly, the paid up share capital of the Company as on 31st March, 2016 is R 14,21,74,075 (Rupees Fourteen Crore Twenty
One Lac Seventy Four Thousand and Seventy Five only).
The disclosures in compliance with Secon 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and
Debentures) Rules, 2014, SEBI (Share Based Employee Benefits) Regulaons, 2014 are set out to the report as “Annexure 1”.
The Employee Stock Opon Scheme is administered by the Nominaon and Remuneraon/Compensaon Commiee of the Board
of the Company, in accordance with the applicable SEBI (Share Based Employee Benefits) Regulaons, 2014.

Fixed Deposits
Since your Company is the non deposit taking Non Banking Financial Company, it has not accepted any deposits under Chapter V
of Companies Act, 2013 during the year under review.

16 FINANCIAL STATEMENTS 2015-2016

 BOARD’S REPORT (Contd..)

Subsidiaries
During the year under review, Molal Oswal Insurance Brokers Private Limited, subsidiary of the Company, became wholly owned
subsidiary of the Company on 7th August, 2015.
Further, Aspire Home Finance Corporaon Limited has become Material Subsidiary of the Company pursuant to Regulaon 16(1)
(c) of Lisng Regulaons, 2015.
Accordingly, as on 31st March, 2016, the Company has the following subsidiary companies:
Sr. No. Name of the subsidiaries
1. Molal Oswal Securies Limited (MOSL)
2. Molal Oswal Investment Advisors Private Limited
3. MOPE Investment Advisors Private Limited (MOPE)
4. Molal Oswal Commodies Broker Private Limited
5. Molal Oswal Insurance Brokers Private Limited
6. Molal Oswal Capital Markets Private Limited (Subsidiary of MOSL)
7. Molal Oswal Asset Management Company Limited (MOAMC) (Subsidiary of MOSL)
8. Molal Oswal Trustee Company Limited (Subsidiary of MOSL)
9. Molal Oswal Wealth Management Limited (Subsidiary of MOSL)
10. Molal Oswal Securies Internaonal Private Limited (Subsidiary of MOSL)
11. Molal Oswal Capital Markets (Hong Kong) Private Limited (Subsidiary of MOSL)
12. Molal Oswal Capital Markets (Singapore) Pte. Limited (Subsidiary of MOSL)
13. Aspire Home Finance Corporaon Limited. (Subsidiary of MOSL)
14. Molal Oswal Real Estate Investment Advisors Private Limited (MORE).
(Subsidiary of MOPE)
15. Molal Oswal Real Estate Investment Advisors II Private Limited (Subsidiary of MORE)
16. India Business Excellence Management Co. (Subsidiary of MOPE)
17. Molal Oswal Asset Management (Maurius) Private Limited
(Subsidiary of MOAMC)
The policy for determining material subsidiaries as approved by the Board is displayed on the Company’s website at
www.molaloswalgroup.com.
Pursuant to the provisions of Secon 129(3) of the Companies Act, 2013, a statement containing salient features of financial statement
of subsidiaries in Form AOC-1 is annexed to the Financial Statement in the Annual Report. Your Company will also make available
copy of separate audited financial statement in respect of each of the subsidiary companies upon request by any Member of the
Company interested in obtaining the same. The separate audited financial statement in respect of each of the subsidiary companies
is also available on the website of your Company at www.molaloswalgroup.com.
The financial performance of each of the subsidiary included in the consolidated financial statement of your Company is annexed
herewith to this Report as “Annexure 2”.

Directors and Key Managerial Personnel

Directors
The Company has 6 (Six) Directors comprising of 3 (Three) Independent Directors, 1 (One) Non-execuve Director, 1 (One) Chairman,
Managing Director & Chief Execuve Officer and 1 (One) Joint Managing Director.
Mr. Raamdeo Agarawal retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for
reappointment. The details of Mr. Raamdeo Agarawal is stated in the Corporate Governance Report forming part of this Annual
Report and Noce of the Annual General Meeng of the Company.
Mr. Molal Oswal has been re-appointed as Managing Director pursuant to the resoluon passed in the Nominaon and Remuneraon
/ Compensaon Commiee and Board Meeng held on 19th October, 2015 respecvely, subject to the approval of the members
at the forthcoming Annual General Meeng, for a period of five years with effect from 18th January, 2016, and shall be liable to
rere by rotaon. The details of Mr. Molal Oswal is stated in Corporate Governance Report forming part of this Annual Report and
Noce of the Annual General Meeng of the Company.

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 17

 BOARD’S REPORT (Contd..)

Mr. Balkumar Agarawal, Independent Director was appointed at the Annual General Meeng (AGM) of the Company held on 22nd
August, 2014 to hold office up to the conclusion of next AGM of the Company. Due to his pre-occupaon, he expressed his inability
to connue further as Independent Director for another term. Accordingly, Mr. Balkumar Agarawal ceased to be a Director of the
Company with effect from closure of business hours of 8th August, 2015.
The Company has received necessary declaraons from Mr. Vivek Paranjpe, Mr. Praveen Tripathi and Mrs. Sharda Agarwal, Independent
Directors of the Company under secon 149(7) of the Companies Act, 2013.

Key Managerial Personnel

In accordance to the provisions of Companies Act, 2013, Mr. Molal Oswal, Chairman, Chief Execuve Officer and Managing Director,
Mr. Raamdeo Agarawal, Joint Managing Director, Mr. Sameer Kamath, Chief Financial Officer and Mr. Murli Krishnan Iyer, Company
Secretary and Compliance Officer are Key Managerial Personnel of the Company.
Mr. Murli Krishnan Iyer was appointed as the Company Secretary and Compliance Officer of the Company with effect from 5th
October, 2015 in place of Mr. Samrat Sanyal who resigned from the post of Company Secretary and Compliance Officer with effect
from the closure of business hours of 6th April, 2015. Further, in accordance to the provisions of Secon 203 of the Companies Act,
2013, Mr. Iyer was also designated as Key Managerial Personnel of the Company.

Commiees of the Board

The details of all the Commiees of the Board along with their charters, composion and meengs held during the year, are provided
in the Report on Corporate Governance which forms part of this Annual Report. The Board has accepted all the recommendaons
of the Audit Commiee.

Corporate Social Responsibility (CSR)

The Company, Molal Oswal Financial Services Limited recognizes the responsibilies towards society and strongly intends to
contribute towards development of knowledge based economy.
The Company has also framed the Corporate Social Responsibility (CSR) Policy containing the details of acvies to be undertaken
under CSR, prohibited acvies under CSR, CSR Projects and Implementaon Schedule, Budgeng and Allocaon of funds, monitoring
and evaluaon of CSR acvies.
As the part of the iniaves under Corporate Social Responsibility, during the year under review the Company has made contribuon
in area of educaon towards formaon of Ashoka University in New Delhi and JITO Administrave Training Foundaon.
The Company has made direct contribuon and also through Molal Oswal Foundaon, a not-for-profit charitable company
incorporated under Secon 25 of the Companies Act, 1956.
The Annual Report on CSR acvies is annexed herewith to this Report as “Annexure 3”.

Performance Evaluaon
Pursuant to the provisions of secon 134(3)(p) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013 and in
accordance to Regulaon 17(10) of the Lisng Regulaons, 2015, the Board has carried out the annual performance evaluaon of
the Board as a whole, various Commiees of the Board and of the Directors. A structured quesonnaire was prepared aer taking
into consideraon the inputs received from the Directors, covering various aspects of funconing mechanism of the Board and
Commiee. The performance evaluaon of the Independent Directors was carried out by the enre Board. The Directors expressed
their sasfacon with the evaluaon process. The manner in which the evaluaon has been carried out has been explained in the
Corporate Governance Report annexed to this Report.

Corporate Governance
A separate report on Corporate Governance is annexed to this Report. The cerficate received from the Auditors of the Company
confirming compliance to the condions of Corporate Governance as spulated in Regulaon 34 and Schedule V to the Lisng
Regulaons, 2015, is annexed to Report on Corporate Governance.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as spulated in Regulaon 34 of the Lisng Regulaons,
2015 is annexed to this Report.

18 FINANCIAL STATEMENTS 2015-2016

 BOARD’S REPORT (Contd..)

Vigil Mechanism/Whistle Blower Policy

The Company has established the Vigil Mechanism/Whistle Blower Policy for the Directors and employees for reporng the genuine
concerns or grievances, significant deviaons from key management policies and reports any non-compliance and wrong pracces,
e.g., unethical behaviour, fraud, violaon of law, inappropriate behaviour /conduct etc.
The funconing of the vigil mechanism is reviewed by the Audit Commiee from me to me. None of the Directors or employees
have been denied access to the Audit Commiee of the Board.
The Vigil Mechanism / Whistle Blower Policy is uploaded on the Website of the Company at www.molaloswalgroup.com.

Business Risk Management

The Company realizes the importance of Enterprise Risk Management (ERM) framework and had taken early iniaves towards its
implementaon.
A systemac approach has been adopted that originates with the idenficaon of risk, categorizaon and assessment of idenfied
risk, evaluang effecveness of exisng controls and building addional controls to migate risk and monitoring the residual risk
through effecve Key Risk Indicators (KRI). The implementaon is being carried out in phased manner with the objecve to encompass
the enre line of businesses.
Effecve ERM involves a robust implementaon of three lines of defense - first line of defense is the front-line employees, the second
line of defense is the risk and compliance funcon and the third line of defense is external and internal auditors. To build an effecve
risk culture significant effort has been made towards robustness of these lines of defense.
In the opinion of Board there are no elements of risks threatening the existence of the company.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.
The Internal Financial Control procedure adopted by the Company are adequate for safeguarding its assets, the prevenon and
detecon of frauds and errors, the accuracy and completeness of the accounng records and the mely preparaon of reliable
financial informaon. During the year under review, the Internal Financial Controls were operang effecvely and no material or
serious observaon has been received from the Auditors of the Company for inefficiency or inadequacy of such controls.

Parculars of Loans, Guarantees or Investments

Your Company being the Non Banking Financial Company having the principal business of providing loans is exempted from the
provisions of Secon 186 of the Companies Act, 2013 to the extent of providing loans, giving guarantee and providing security in
connecon with loan.
However, the details of investments covered under the provisions of Secon 186 of the Companies Act, 2013 are given in note no.
11 to the financial statement.
The parculars of loans/advances in the nature of loans to subsidiaries required to be disclosed in the annual accounts of the
company as spulated in Regulaon 34 and Schedule V to the Lisng Regulaons, 2015, are annexed to the financial statement in
the Annual Report.

Related Party Transacons

All related party transacons entered into during the financial year were on an arm’s length basis and in the ordinary course of business.
All Related Party Transacons were placed before the Audit Commiee for prior approval. Prior omnibus approval of the Audit
Commiee is obtained for the transacons which are unforeseen or repeve in nature. The details of all such related party
transacons entered into pursuant to the omnibus approval of the Commiee, were placed before the Audit Commiee on a
quarterly basis for its review.
Details of parculars of material contracts or arrangements or transacons entered into by the Company under secon 188(1) of
the Companies Act, 2013, with related pares in form AOC-2 are provided in “Annexure 4” as required under Secon 134(3)(h) of
Companies Act, 2013 and Rules made there under.
The policy on Materiality of Related Party Transacons as approved by the Board is uploaded on the Company’s Website at www.
molaloswalgroup.com.

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 19

 BOARD’S REPORT (Contd..)

Statutory Auditors
Your Company has appointed M/s. Haribhak & Co. LLP, Chartered Accountants, as Statutory Auditors for the period of three years
at its Annual General Meeng held on 22nd August, 2014, subject to the raficaon by the members in every Annual General
Meeng. In compliance to the provisions of Secon 139 of the Companies Act, 2013, the appointment of the statutory auditors is
to be rafied by the members at the forthcoming Annual General Meeng. M/s. Haribhak & Co. LLP, Chartered Accountants have
given their consent for raficaon of their appointment for financial year 2016-17. Accordingly, the members will be required to
rafy the appointment of Auditors for the current financial year and fix their remuneraon.
There were no qualificaons, reservaons, adverse remarks or disclaimers in the report of Statutory Auditors of the Company.

Secretarial Audit
In accordance with the provisions of Secon 204 of the Companies Act, 2013 read with rules there under, the Company had
appointed M/s. U. Hegde and Associates, Praccing Company Secretaries, for conducng the secretarial audit of the Company for
the Financial Year 2015-16.
There were no qualificaons, reservaons, adverse remarks or disclaimers in the Secretarial Audit Report of the Company.
The secretarial audit report is annexed to this Report as “Annexure 5”.

Parculars of employees as required under Secon 197 of the Companies Act, 2013 and Rules
framed there under
In accordance with the provisions of Secon 197(12) of Companies Act, 2013, the rao of the remuneraon of each director to the
median employee’s remuneraon and other details in terms of sub-secon 12 of Secon 197 of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014, are forming part of this report
as “Annexure 6”.
In accordance with the provisions of Secon 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneraon of Managerial Personnel) Rules, 2014, the annexure pertaining to the names and other parculars
of employees is available for inspecon at the Registered Office of the Company. Any shareholder interested in obtaining a copy of
the said Annexure may write to the Company Secretary & Compliance Officer at the Registered Office of the Company.

Directors’ Responsibility Statement

Pursuant to Secon 134(3)(c) read with Secon 134(5) of the Companies Act, 2013, your Directors confirms that:
a. in the preparaon of the annual accounts, the applicable accounng standards had been followed along with proper explanaon
relang to material departures;
b. the directors had selected such accounng policies and applied them consistently and made judgments and esmates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year
and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the
provisions of this Act for safeguarding the assets of the company and for prevenng and detecng fraud and other irregularies;
d. the directors had prepared the annual accounts on a going concern basis;
e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and were operang effecvely; and
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operang effecvely.

Extract of Annual Return

The details forming part of extract of annual return of the Company in Form MGT-9 is annexed herewith to the report as “Annexure 7”.

Number of Board Meengs

The details of Board Meengs held in Financial Year 2015-16 is stated in Corporate Governance Report forming part of this Annual
Report.

20 FINANCIAL STATEMENTS 2015-2016

 BOARD’S REPORT (Contd..)

Significant and Material Orders

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacng the going concern status
and company’s operaons in future during the year 31st March, 2016.

Material changes and commitments, affecng the financial posion of the Company
There have been no material changes and commitments, affecng the financial posion of the Company, which have occurred
between the end of the financial year of the Company and the date of this Report.

Nominaon and Remuneraon Policy

The Board has on the recommendaon of Nominaon and Remuneraon/Compensaon Commiee framed a policy on directors’
appointment and remuneraon of Directors including criteria for determining qualificaon, posive aributes, independence of
directors and remuneraon for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as
“Annexure 8”.

Conservaon of Energy and Technology Absorpon and Foreign Exchange Earnings and Outgo
In view of the nature of acvies which are being carried on by the Company, Rule 8(3) of the Companies (Accounts) Rules, 2014
concerning conservaon of energy and technology absorpon respecvely are not applicable to the Company.
There was no inflow or oulow of foreign exchange during the year under review.

Acknowledgments
Your Directors take this opportunity to thank the Authories, Bankers, Shareholders and the Customers of the Company for their
connued support to the Company. The Directors also place on record their sincere appreciaon of the contribuons made by every
member of the MOFSL family for their dedicated efforts that made these results achievable.

For and on behalf of the Board of

Molal Oswal Financial Services Limited

Molal Oswal
Chairman & Managing Director
DIN : 00024503
Mumbai, 30th April, 2016.

MOTILAL OSWAL FINANCIAL SERVICES LIMITED 21