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Directors Report of Aarya Global Shares & Securities Ltd.

Mar 31, 2014

Dear Members,

We have pleasure in presenting theAnnual Report of the Company and the audited statement of accounts for the year ended 31st March, 2014.Asummary of the financial results is given below. The performance of the Company during the year improved robustly compared to that of the last year.

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the CompaniesAct, 2013 will become applicable for all disclosures required under theAct for the year 2014-15 and subsequent years.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended March 31,2014 is summarized as below:

PARTICULARS 2013 - 2014 2012 - 2013

Income 17,40,00,00 1,62,00,000

Expenditure 3,80,0,000 13,00,000

Profit/ (Loss) before interest & Depreciation 13,60,00,00 1,49,00,000

Less: Interest Nil 2,00,000

Less: Depreciation Nil Nil

Net Profit/ (Loss) for the year before taxation 13,60,00,00 1,47,00,000

Less: Provision for Taxation 42,00,000 41,00,000

Net Profit / (Loss) after Deferred Tax 94,00,000 1,06,00,000

OPERATIONAL REVIEW:

During the year under review, the company made a net profit of Rs. 94,00,000/- during the year under review as compared to Rs. 1,06,00,000/-during the previous year. Our gross profit is more than previous year but increase in operational expenses has impacted the net profits during the year under review.

Alsoduring the year under review, the Company issued shares 13,50,000 of Rs. 10eachat apremiumof Rs. 40/- per share to the promoters of the Company so as to bring liquidity in the Company by way of fresh fund infusion in the Company and the funds have been utilized for the purpose for which they were raised. This has helped building investors confidence in the Company and will help company to achieve better performance in the coming years.

FUTURE OUTLOOK

The Company has drawn detailed plans to improve the performance by increasing the revenue stream by initiating the following steps:

- Expand the suite of products and enhance the customer base of retail clients

- Aggressively pitch for and secure an increased market share in the investment banking business Increase interaction with the institutional investors and tapping of the business through value addition/research products.

DIVIDEND:

After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.

AUDITORS:

The StatutoryAuditors of the Company M/s SRY &Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are not seeking re-appointment. M/s Bhadresh Sanghvi and Associates , CharteredAccountants are to be appointed in place of M/s SRY &Associates, CharteredAccountants.

Your Directors propose appointment of M/sBhadresh Sanghvi and Associates, Chartered Accountants, whose appointment as been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the sixthAnnual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under theAct, the Chartered AccountantsAct, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of theAct.

RESTRUCTURING OFTHE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIESACT2013 :

The Board of Directors in its meeting held on 14th August 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the CompaniesAct 2013 as follows:

Sr Name of Directors Designation KMP position held No.

1. Bhavesh Makwana Managing Director Managing Director

2. Meeta Rathod Whole Time Director Chief Executive Officer

3. Navin Rathod Chairman & Whole Time Director Chief Financial Officer

4. Sagar Ruparelia Non Executive Independent-Director -

5. Tejas Nagindas Mehta Non Executive Independent-Director -

6. Vandana Bhanushali Non Executive Independent-Director -

AUDITORS'' REPORT:

The Auditors'' Report to the shareholders on the Accounts of the Company for the Financial year ended March 31,2014 does not contain any qualification and the statements made therein are self - explanatory.

PUBLIC DEPOSITS AND LOANS/ADVANCES :

Your Company has not accepted any deposits as specified under section 58Aof the CompaniesAct, 1956 from the public, or its employees and, as such, the question of repayment of any amount of principle or interest does not arise.

SUBSIDIARY:

Aarya Equity (India) Private Limited, the subsidiary Company is in the business of Share Brokers as the member of Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). Being a new business, it has taken some time to establish the requisite manpower, experience and expertise. Now the company is fully geared up to take a major plunge into the business of Share Broking and the coming year looks more promising.

In compliance with the requirement of section 212 of the Companies Act, 1956, Directors'' Report along with the Statement of Accounts of Aarya Equity (India) Private Limited, the subsidiary of your Company, for the year ended 31st March 2014 are appended to theAnnual Report.

LISTING ARRANGEMENTS:

Stock Exchange Address

THE LUDHIANA STOCK LSE Building, Feroze Gandhi Market,

EXCHANGE LIMITED Ludhiana - 141 001

THE BOMBAY STOCK EXCHANGE 25th Floor, Phiroze Jee Jee Bhoy Towers,

Dalal Street, Mumbai - 400 001

THE DELHI STOCK EXCHANGE DSE House, 3/1 Asaf Ali Road,

LIMITED New Delhi-110002

MANAGEMENT DISCUSSIONANDANALYSIS REPORT:

In accordance with the provisions of Clause 49 of the Listing agreement entered into with the Stock Exchange, the Management Discussion and Analysis Report is given separately and forms a part of the Annual Report.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance. Your Directors affirmed to the requirements set out in the Listing Agreement with the Stock Exchanges and have implemented all the stipulations prescribed.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of theAnnual Report.

The requisite certificate from the Auditors of the Company, M/s. SRY & Associates, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

COMPANY SECRETARY AS THE KEY MANAGERIAL PERSONNEL:

Pursuant to provisions of section 203, the Company is putting its efforts to appoint whole time Company Secretary who will act as the Key Managerial Personnel under the provisions of Companies Act 2013

DEPOSITORY SYSTEM:

Majority of the shares of Your Company is compulsorily tradable in electronic form. As on 31st march, 2014, 86.86% of the Total Equity Shares Capital was held in dematerialized form with the National Securities Depository Limited (NDSL) and Central Depository Services (India) Limited (CDSL).

In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

CAPITAL & FINANCE:

During the year under the review, the Company has consolidated the Face Value of Shares from Re.1/-to Rs. 10/-and also has made an issue of Equity Shares in form of Preferential Allotment to M/s. Aroha Chem Trading LLP and thus there has been change in the issued capital of the Company which as on 31st March, 2014 stands at Rs. 12,39,83,900/- consisting of 1,23,98,390 Equity Shares of Rs. 10/- each. Further, funds raised through preferential issue have been utilized in accordance with the terms of the issue and for the purpose for which the funds were raised)

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the year ended March 31,2014 the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) 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 31,2014 and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts of the Company on a ''going concern'' basis. PARTICULARS OF EMPLOYEE:

During the year under review, no employee of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975.

Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does notarise.

DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIALYEAR ENDED 31ST MARCH, 2014:

There has not been any material change in the nature of business or operation of the Company since the end of the financial year ended 31st March, 2014 till the date of thisAnnual Report.

INFORMATION UNDERSECTION 217(1)(E) OFTHE COMPANIESACT, 1956

I. Conservation of Energy

Your Company being engaged in non manufacturing business does not have any activity relating to conservation of energy.

II. Research & Development (R&D)

Specific R&DActivities: There is no Research and Development activity in the Company.

Benefits derived as a result of above R&D: N.A.

Future Plan ofAction: NIL Expenditure on ''R&D'': NIL

III. TechnologyAbsorption,Adaptation and Innovation

Efforts in brief made towards Technology absorption etc.: NA Benefits derived as a result of above: N.A

Technology imported, years of Import, Has technology been fully absorbed- If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action: N.A

IV. Foreign exchange earnings and outgo

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

ACKNOWLEDGEMENT:

The Board Expresses it''s great gratitude and thanks to the clients, business associates, principals, bankers, regulators, exchanges, depositories and shareholders for their valuable contribution towards the progress of the company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts, put in by the employees at all levels.

By Order of the Board of Director

Place : Mumbai

Dated : 14th August, 2014 sd/-

Bhavesh Makwana DIN : 00459316 Managing Director


Mar 31, 2013

DEAR SHAREHOLDERS,

The Directors are pleased to present the 28thAnnual Report together with the Audited Accounts of your Company for the financial year ended March 31,2013.

FINANCIALHIGHLIGHTS

The financial performance of the Company, for the year ended March 31, 2013 is summarized as below:

2012-2013 2011-2012

Particulars-- Rs Rs.

Income 1,61,89,569 1,45,18,091

Expenditure 12,49,572 13,28,001 Profit / (Loss) before Interest & Depreciation 1,49,39,997 1,31,90,090

Less : Interest 2,17,414 3,46,353

Less : Depreciation 66,302 1,01,435

Net Profit / (Loss) for the year before taxation 1,46,56,281 1,27,42,302

Less : Provision for taxation 41,06,378 10,65,000

Net Profit / (Loss) after Deferred Tax 1,05,49,903 1,16,77,302

OPERATIONALREVIEW

The Company continues to be engaged in the business of dealing and investing in shares and other securities along with financial services like spot financing, short term financial accommodation, long term financial accommodation, and in other similar financial sector.

Your management foresees better and newer prospects in the years to come.

FUTURE OUTLOOK

The Company has drawn detailed plans to improve the performance by increasing the revenue stream by initiating the following steps:

i. Expand the suite of products and enhance the customer base of retail clients

ii. Aggressively pitch for and secure an increased market share in the investment banking business

iii. Increase interaction with the institutional investors and tapping of the business through value addition/research products.

DIVIDEND

In view of profits generated by the Company, your Directors recommend payment of Dividend of Rs. 0.05 per share for the year ended March 31,2013.

DIRECTORS

In accordance with the provisions of section 257 the Companies Act, 1956, Ms. Vandana Bhanushali, and Mr. Dilip Shah, Directors of your Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company.

The Proposals regarding the re- appointment of the aforesaid Directors are placed for your approval.

Your Directors commends their appointment for their approval.

None of the Directors, except, Ms. Vandana Bhanushali, and Mr. Dilip Shah, are interested or concerned in the resolution.

A brief profile of all the Directors has been provided in the proceeding pages of the Annual Report.

AUDITORS

The Statutory Auditors of the Company M/s SRY &Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

As required under the provisions of section 224(1B)of the Companies Act, 1956, the Company has obtained a written certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Your directors request you to appoint the said Auditors for the current financial year.

AUDITORS'' REPORT

The Auditors'' Report to the shareholders on the Accounts of the Company for the Financial year ended March 31, 2013 does not contain any qualification and the statements made therein are self- explanatory.

PUBLIC DEPOSITSAND LOANS/ADVANCES

Your Company has not accepted any deposits as specified under section 58Aof the Companies Act, 1956 from the public, or its employees and, as such, the question of repayment of any amount of principle or interest does not arise.

SUBSIDIARY:

Aarya Equity (India) Private Limited, the subsidiary Company has started off the business of Share Brokers as the member of Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). Being a new business, it has taken some time to establish the requisite manpower, experience and expertise. Now the company is fully geared up to take a major plunge into the business of Share Broking and the coming year looks more promising.

In compliance with the requirement of section 212 of the Companies Act, 1956, Directors'' Report along with the Statement of Accounts of Aarya Equity (India) Private Limited, the subsidiary of your Company, for the year ended 31st March 2013 are appended to the Annual Report.

MANAGEMENTDISCUSSIONANDANALYSISREPORT

In accordance with the provisions of Clause 49 of the Listing agreement entered into with the Stock Exchange, the Management Discussion and Analysis Report is given separately and forms a part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. Your Directors affirmed to the requirements set out in the Listing Agreement with the Stock Exchanges and have implemented all the stipulations prescribed.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

The requisite certificate from the Auditors of the Company, M/s. SRY & Associates, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

APPOINTMENTOF COMPANYSECRETARY

Efforts are being taken to appoint Company Secretary.

DEPOSITORYSYSTEM

Majority of the shares of Your Company is compulsorily tradable in electronic form.

As on 31st March, 2013,107678900 Shares are in dematerialized form constituting 97.46% of the Company''s total Number of shares issued by the company.

In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

CAPITAL & FINANCE

During the year under the review, the Company has not issued any Equity Shares and thus there has not been any change in the issued capital of the Company which as on 31st March, 2013 stands at Rs. 110483900 consisting of 110483900 Equity Shares of Re. 1/ - each.

DIRECTORS'' RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2013 the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) 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 31,2013 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

INDUSTRIALRELATIONS

The industrial relations continued to be generally peaceful and cordial.

PARTICULARS OF EMPLOYEE

During the year under review, no employee of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975.

Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does notaries.

DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIALYEAR ENDED 31st MARCH, 2013

There has not been any material change in the nature of business or operation of the Company since the end of the financial year ended 31st March, 2013 till the date of this Annual Report.

INFORMATION UNDERSECTION 217(1)(E) OFTHE COMPANIESACT, 1956

I. Conservation of Energy

Your Company being engaged in financing business does not have any activity relating to conservation of energy.

II. Research & Development (R&D)

Specific R&D Activities: There is no Research and Development activity in the Company.

Benefits derived as a result of above R&D: N.A.

Future Plan olfaction: NIL

Expenditure on ''R& D'': NIL

III. Technology Absorption, Adaptation and Innovation

- Efforts in brief made towards Technology absorption etc.: NIL

- Benefits derived as a result of above: N.A

- Technology imported, years of Import, Has technology been fully absorbed" If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action: N.A

IV. Foreign exchange earnings and outgo

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

ACKNOWLEDGMENT

The Board Empresses it''s great gratitude and thanks to the clients, business associates, principals, bankers, regulators, exchanges, depositories and shareholders for their valuable contribution towards the progress of the company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts, put in by the employees at all levels.

By Order of the Board of Director

Registered Office :

302, Vikas Commercial Complex, sd/-

Bhakti Marg, Vikas Paradise, Bhavesh Makwana

Mulund (West), Managing Director

Mumbai- 400 080

Place : Mumbai

Dated : 29thMay,2013


Mar 31, 2011

The Directors are pleased to present the 26th Annual Report together with the Audited Accounts of your Company for the financial year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended March 31. 2011 is summarized as below:

Particulars 2010-2011 2009-2010 Rs. Rs. Income 20,640,064.65 97,889,432.40

Expenditure 2,440,308.98 90,082,864.15

Net Profit/ (Loss) for the year before taxation 18,199,755.67 7,806,568.25

Less: Provision for Taxation 5,747,000.00 430,000.00

Net Profit / (Loss) after Tax & other adjustment 12,060,335.67 73,766,568.25

OPERATIONAL REVIEW

Your Company has delivered an outstanding performance during the year under review. The net profit (before tax) of your Company has recorded a whooping increase of 63.50% as compared to the preceding previous year.

This is a remarkable success for your Company as it has recently ventured into the new line of business of share and stock broking. Being a company with not much of prior experience, it was indeed difficult for the Company to maintain its margins and thus there is a fall in the overall income of your Company as compared to the preceding previous year. However it is heartening to see that the efforts of the management has achieved success and this has been reflected by the net profits of your Company.

Your management foresees better and newer prospects in the years to come.

DIVIDEND

After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.

DIRECTORS

In accordance with the provisions of section 257 the Companies Act, 1956, Mr. Tejas Nagindas Mehta and Ms. Vandana Bhanushali, Directors of your Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board wishes to place on record their appreciation for the services rendered by them as the Directors of the Company.

The Proposals regarding the re- appointment of the aforesaid Directors are placed for your approval.

Your Directors commends their appointment for their approval.

None of the Directors, except, Mr. Tejas Nagindas Mehta, and Ms. Vandana Bhanushali, are interested or concerned in the resolution.

A brief profile of all the Directors has been provided in the preceding pages of the Annual Report. AUDITORS

The Statutory Auditors of the Company M/s SRY & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment.

As required under the provisions of section 224(1 B) of the Companies Act, 1956, the Company has obtained a written certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Your directors request you to appoint the said Auditors for the current financial year.

AUDITORS' REPORT

The Auditors' Report to the shareholders on the Accounts of the Company for the Financial year ended March 31, 2011 does not contain any qualification and the statements made therein are self- explanatory.

PUBLIC DEPOSITS AND LOANS/ADVANCES

Your Company has not accepted any deposits as specified under section 58A of the Companies Act, 1956 from the public, or its employees and, as such, the question of repayment of any amount of principle or interest does not arise.

SUBSIDIARY:

Your Company has always been a Dynamic business enterprise and has cherished the vision of becoming a leader in the field of its operations. As a major stepping stone to accomplish this vision, your Company has formed a subsidiary under the name and style of "Aarya Equity (India) Private Limited" by acquiring 51% stake of the aforesaid company.

However the management is of the opinion that the acquisition of the aforesaid subsidiary has not contributed much in chalking out the road map for the success of the Company. Thus it plans to hive off the stake acquired in the subsidiary in the near future.

LISTING ARRANGEMENTS

Name of Stock Exchanges Address

The Ludhiana Stock Exchange Limited LSE Building, Feroze Gandhi Market, Ludhiana-141001.

The Bombay Stock Exchange Limited Phiroze Jee Jee Bhoy, Towers, 25th Floor, Dalai Street, Mumbai-400001.

The Delhi Stock Exchange Limited DSE House, 3/1 Asaf Ali Road, New Delhi-110002.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the provisions of Clause 49 of the Listing agreement entered into with the Stock Exchange, the Management Discussion and Analysis Report is given separately and forms a part of the Annual Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditors confirming compliance forms part of this Report.

DEPOSITORY SYSTEM

Majority of the shares of your Company is compulsorily tradable in electronic form. As on 31st March, 2011, 107597900 constituting 89.89% of the Company's total paid-up Capital representing 108797900 shares are in dematerialized form.

In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.

CAPITAL & FINANCE

During the year under the review, the Company has not issued any Equity Shares and thus there has not been any change in the issued capital of the Company which as on 31st March, 2011 stands at Rs. 11,04,83,900 consisting of 11,04,83,900 Equity Shares of Re. 1/- each.

However your Company underwent sub- division of the face value of its Equity Shares from Rs. 10/- each to Re. 1/- each on 27th August, 2011.

The new ISIN Number of the sub- divide Shares is INE233H01022.

CHANGE OF NAME

During the year under review, the members approved & passed the special resolution for change of name from

KUVAM INTERNATIONAL FASHIONS LIMITED

To

AARYA GLOBAL SHARES AND SECURITIES LIMITED"

By way of Postal Ballot, the results of which were declared by the Chairman in the Board Meeting of the Company held on 15th June, 2010.

Further an approval to the aforesaid change of name was received from the Registrar of Companies on 21st June, 2010

ADDITION OF NEW OBJECT

Your Company was operating in the business of Textiles and Textiles related activities. However pursuant to the resolution passed by the Members by way of Postal Ballot, (the results of which were declared by the Chairman in the Board Meeting of the Company held) on 15th June, 2010, your Company proposed to venture in the new stream of share and stock broking, Finance, Trading and Investments in Securities, Commodities and Currencies,

Thus the Objects Clause of the Memorandum of Association of the Company was accordingly amended to include therein the aforesaid addition of object.

DETAILS OF CHANGE IN THE REGISTERED OFFICE

During the year under review, the members approved & passed the special resolution by way of Postal Ballot for the shift in Registered Office of the Company from

G.T. Road, Dohara Village, Near Toll Barrier, Ludhiana

To

302, Vikas Commercial Complex, Vikas Paradise, Bhakti Marg, Mulund- West, Mumbai- 400 080.

And the results of the aforesaid Postal Ballot were declared by the Chairman in their meeting held on 15th June, 2010.

Further an order for approval of the said change of Registered Office was received from the Company Law Board on 26th October, 2010.

SUB- DIVISION OF EQUITY SHARES

Pursuant to the Special Resolution passed by the Members in their Annual General Meeting held on 27th August, 2010, and pursuant to the fulfillment of the necessary formalities with the Stock Exchanges and the Depositories, the shares of the Company stands sub- divided into 12,50,00,000 (Twelve Crore Fifty Lakhs) Equity shares of Re. 1/- (Rupee One) each from the erstwhile 1,25,00,000 (One Crore Twenty Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) with effect from 23rd September, 2010.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) 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 cu March 31, 2011 cmd of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate ' accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on A "going concern" basis.

INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975.

Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does not arise.

DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31st MARCH. 2011

There has not been any material change in the nature of business or operation of the Company since the end of the financial year ended 31st March, 2011 till the date of this Annual Report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not own any manufacturing facility, other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988 are not applicable.

Further, there were no Foreign Exchange Earnings in the year under review.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - Clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

By Order of the Board of Directors

sd/-

Place : Mumbai Bhavesh Makwana

Date : September 1, 2011. Managing Director


Mar 31, 2010

The Directors have the pleasure in presenting the 25th Annual Report on the performance of the Company for the year ended 31 st March, 2010 together with the Audited Statement of Accounts and Auditors Report thereon.

1. FINANCIAL RESULTS : (Rs. In LACS)

2009- 2010 2008-2009

Gross Revenue (incl. misc. income) 676.30 3615.87

Gross Profit / (loss) (before financial charges and depr.) 72.42 30.17

Financial Charges 0.00 24.54

Depreciation 0.00 4.31

Profit / (loss) 72.42 1.32

The Directors are hopeful of further improvement in the near future.

2. OPERATIONS :

True to the expectations, working and operational parameters of the Company were satisfactory. The steps taken during the previous year were further pursued to reduce costs. The increase in total net profit is mainly due to decrease in Operating Expenses and Interest payments.

Further, the increase in interest income has improved the profitability of the Company on year on year basis. The textile industry witnessed intense competition on account of which the turnover was adversely affected in the current financial year. As the Company had large quantities of finished goods in stock, no production activities were carried out in this financial year.

Your Company is exploring various investment avenues to maximize Shareholders Wealth.

3. DIVIDEND

In order to conserve the financial resources of the Company, the Directors do not recommend any dividend for the year under review.

4. FUTURE PROSPECTUS :

Your Company is venturing in the new stream of Business of Broking, Finance, trading and investments in shares, commodities and currencies, including Debt segment, Futures and options Segment or other segments of Recognized stock Exchange. Considering the past performance and future prospects of the financial services sector, the Management is very optimistic on the various growth opportunities in the proposed stream of businesses. Your Management also possesses the required expertise and resources to gain strategic benefits in the long run.

5. DIRECTORS :

Mr. Sagar Ruparelia has been appointed as a Joint Managing Director of the Company for the term of 5 years w.e.f 1st April, 2010.

Mr. Viranchi Trivedi, Mr. Rakesh Doshi, Mr. Dilip Shah and Mr. Sailesh Mehta, Additional Directors of the Company, have been proposed to be Appointed as Directors Liable to retire by rotation upon the notice received in writing from a Member of the Company along with the deposit of Rs.500/- signifying their intention to propose the said Directors as candidate for the Office of Directors.

All the Directors of the Company holding office as on 31.03.2010 have furnished a written representation of compliance u/s 274 (1) (g) of the Companies Act, 1956.

6. AUDITORS.

The Companys Auditors M/s. SRY & ASSOCIATES, retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment. You are requested to appoint auditors to hold such office from the conclusion of this Annual General Meeting up to the conclusion of next Annual General Meeting and to fix their remuneration.

7. COMMENTS ON AUDITORS REPORT

The observations made by the Auditors in their report has been fully clarified in the relevant notes forming part of the Accounts and being self-explanatory no further comments are required.

8. PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975. Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does not arise.

9. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors place on record a responsibility statement stating that:

(i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors, in consultation with the auditors, 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 at the end of the financial year and of the profit and loss of the Company for that period.

(iii) That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

(iv) That the Directors have prepared the Annual Accounts on a going concern basis.

10. LISTING:

STOCK EXCHANGE ADDRESS

The Ludhiana Stock Exchange LSE Building, Feroze Gandhi Market, Association Limited Ludhiana - 141001

The Bombay Stock Exchange Limited Phiroze Jee Jee Bhoy, towers, 25th Floor, Dalai Street, Mumbai - 400001.

The Delhi Stock Exchange Limited DSE House, 3/1 Asaf Ali Road, New Delhi - 110002

Company is reviewing the possibility of Delisting Shares from Ludhiana and Delhi Stock Exchange.

11. CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on "Corporate Governance" together with the Auditors Certificate regarding compliance of the Code of Corporate Governance is annexed herewith.

12. FIXED DEPOSITS:

The Company has not accepted any fixed deposits and provisions of the section 58A of the Companies Act 1956 are not applicable to the Company.

13. SAFETY, POLLUTION CONTROL AND QUALITY CONTROL:

Your Company is committed to achieve and maintain at all the levels safety in plant operations for which safety provisions have been made and are checked periodically. The Company has a well-equipped laboratory to ensure quality control of its raw material and products and stringent quality norms have been incorporated.

14. CONVERSATION OF ENERGY, TECHNOLOGY ABSOPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information required under Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1998 is annexed herewith.

15. ACKNOWLEDGMENT:

Directors wish to place on record their sincere appreciation of the valuable services and co- operation extended by the Bankers and also the contribution, unstinted efforts and the spirit of dedication shown by them in the operations of the Company during the year.

Your Directors also place on record their appreciation of all the employees, consultants and others for their untiring efforts and collective contribution towards the performance of the Company.

For and on behalf of Board of Directors

Place : Ludhiana Bhavesh Makwana

Date : 25th May, 2010 (Managing Director)

 
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