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Directors Report of Action Financial Services (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Financial Statement for the year ended on 31st March, 2015.

FINANCIAL RESULTS

Consolidated

Year ended Year ended 31.3.2015 31.3.2014

Revenue from operations & other 36,886,665 43,583,390

Income

Profit (Loss) before Interest & 6,396,475 4,071,268

Depreciation

Less: Interest 4991441 59,98,567

Less: Depreciation 4,403,953 3,833,230

Profit (Loss) After Depreciation & (2,998,919) (5,760,529)

before Tax

Exceptional Item 5,696,734 63,94,442

Profit before Tax 2,697,815 633,913

- Taxation Current Year 100,000 390,600

- Deferred Tax 567,234 (886,805)

Profit /(Loss) after tax 2,030,581 1,130,118

Standalone

Year ended Year ended 31.3.2015 31.3.2014

Revenue from operations & other 36,954,021 4,37,03,207

Income

Profit (Loss) before Interest & 6,662,439 37,32,540

Depreciation

Less: Interest 4,991,441 59,98,567

Less: Depreciation 4,401,980 38,16,506

Profit (Loss) After Depreciation & (2,730,982) (60,82,533)

before Tax

Exceptional Item 5,696,734 63,94,442

Profit before Tax 2,965,752 3,11,909

- Taxation Current Year 100,000 3,20,000

- Deferred Tax 653,188 (6,06,493)

Profit /(Loss) after tax 2,212,564 5,98,402

FUTURE OUTLOOK & EXPANSION PLAN:

The company is focused on building a long term stable business with emphasis on retail business brokerage that does not rely on highly leveraged trading clients.

The actions of the new government will have a significant bearing on the pace of policy reforms, improvement in investment climate and on the public market sentiments. Stability in global markets and sustained demand from the industrialized nations are also imperative for the growth playing out along expected lines.

With the launch of our most innovative product, '1 Paise brokerage per executed order' in capital market, your Company has commenced its journey to create wonders in conducting business and change the overall views of broking industry.

To make this a super success and break the myth of how stock brokers operate, we want to go few steps ahead. Our roadmap is ready with lot of ideas and we are all set to achieve our goals. We have set of targets to be achieved & to accelerate the growth Company is looking out for fresh Investments.

Our subsidiary Company, Action Commodities Limited, became one of the first Company all over India, to get the approval from Insurance Regulatory Development Authority (IRDA) to dematerialize all insurance policies of all policy holders including individuals, firms and corporate. This will create additional client base for the Company and will also help generate additional revenue for the Company.

DIVIDEND

The Company does not recommend any dividend on Cumulative Redeemable Preference Shares and Equity Shares for the year ended 31st March, 2015.

TRANSFER TO RESERVE

The Company did not transfer any amount to reserve this year.

SHARE CAPITAL

The paid up Share Capital of the company as on 31st March, 2015 was Rs. 133,325,000. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES AND JOINT VENTURES:

As on March 31st, 2015, the Company had two Indian wholly owned non material subsidiaries. There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.

There is no new incorporation or Cessation of any Company as a subsidiary, associate company or joint venture during the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

CONSOLIDATED RESULTS:

The audited Standalone and consolidated Financial Statements of the Company along with its subsidiary companies are attached herewith and form part of this annual report. These have been prepared in accordance with the provisions of the Companies Act, 2013, the Listing Agreement, the Accounting Standard 21 (AS-21) on Consolidated Financial Statements and Accounting Standard 23-(AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements based on Audited Financial Results for the year ended 31st March, 2015.

The statement containing the salient feature of the financial statement of a company's subsidiaries under the first proviso to sub-section (3) of section 129 set out as "Annexure A" in Form AOC-1.

FINANCIAL PERFORMANCE

This year witnessed huge volatility and further due to political instability led the client base grows at sluggish rate. As we have launched one paisa brokerage scheme which brought down our brokerage income to great extent as many of the active clients moved into this scheme, so there is a fall in the brokerage income.

The primordial focus of the Company has been on raising fresh funds, in an increasingly difficult economic environment. The economic slowdown, poor dollar returns on the back of significant currency devaluation, and policy inaction have prompted most investors to await changes in government before relooking at India as an investment option.

OVERVIEW:

With the stable government and optimistic sentiments of FII and retail investors, there are lot of opportunities in the market to build wealth and expand. However, being a broking company, its opportunities and threat would be more specific to the ones, which apply to the companies operating in the capital market as brokers. But as it is known a healthy competition is always good for the industry we expect various new sources of revenues in coming future from financial and capital markets.

REVIEW OF BUSINESS DIVISIONS:

Broking Division and Depository Division:

Our Services under the Broking Business comprising of Equity, Currency & Derivatives Services, we offer retail and Institutional broking services in Equity to a large institutional and retail clientele in India and also offer retail broking services in currency segment.

Action offers personalized services and complete transaction support through our website to our client for investment in primary market through Mutual fund and IPO's. Action offers platform for trading in Equity Market in BSE, NSE for cash, Derivatives & currency segment of the Exchange. Action offers mobile trading facility to the clients.

Company has completed 18 years as a Depository Participant. Company is holding approximately Rs. 2,045.99 Crores worth stock on behalf of clients as on 31st March, 2015. Company is registered with NSDL for Internet based IDeAS facility for the convenience of the Investor to enable them to view latest holding with valuation as well as transactions.

Company also has its own website through which client can view their holding, transaction and ledger balances. Company has introduced various tariff Schemes for clients as per their requirement & convenience.

As a result, of flexible working hours, experienced staff, timely information to clients regarding failure of instructions, acceptance of last minute Pay-In instructions, less processing time, Low cost etc. Clients of other Brokers also prefer to open their Demat Accounts with us. Key areas of service are retail clientele, clearing members and promoters of various companies.

DP Division caters to 29 clearing Members Pool Account and maintains 40 Promoters Accounts.

Mobile Application Facility

We are pleased to inform you that our Share Transfer Agent (STA) Link Intime India Pvt (LIIPL) Ltd has launched a new mobile application namely "blinkInsta". This mobile application is exclusively designed for all such investors who have invested in the securities where LIIPL is the Share Transfer Agent.

To have this facility on your mobile phone; you need to download "blinkInsta" via "Play-store "for all android base phones and via " App-Store" on all I-phones which are free of cost to the investors. Once you download the application on your mobile phone the same will prompt you toward the simple registration process for KYC. This is very useful application which will enable you with lot of relevant information such as dividend/interest payments, forthcoming AGMs etc.

DEPOSITORY SYSTEM

As the Members are aware, your Company's share are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company's shares on either of the Depositories as aforesaid.

FINANCE

The Company has availed credit facilities from Bank of India. The performance of the last two years has led to significance liquidity pressure in the long term sources.

DEPOSITS

Your Company has not accepted any deposits in terms of the provisions of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 as amended, during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the current financial year the following changes have occurred in the constitution of directors of the company:

S. Name Designation Date of No appointment

1. Mr. Atul A. Zatakia Director 29.01.2010

2. Mrs. Archana Andhare Company Secretary 01.01.2014

3. Mr. Jayantilal Suthar Company Secretary 01.10.2014

4. Mr. Keyur Doshi Chief Financial Officer 08.08.2014

5. Mr Bakul R. Parekh Chief Financial Officer 12.02.2015

6. Mrs. Parul Doshi Additional Director 20.03.2015

S. Name Date of Mode of No cessation Cessation

1. Mr. Atul A. Zatakia 12.11.2014 Resignation

2. Mrs. Archana Andhare 30.09.2014 Resignation

3. Mr. Jayantilal Suthar -

4. Mr. Keyur Doshi 30.01.2015 Resignation

5. Mr Bakul R. Parekh -

6. Mrs. Parul Doshi -

Further, In accordance with the requirements of the Companies Act 2013, Mr. Milan R. Parekh (DIN: 00108368) will retire by rotation being eligible, has offered himself for re-appointment.

BOARD INDEPENDENCE

In terms of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges and based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:-

a) Mr. Ketan Mehta

b) Mr. Harbhjan Singh Dhillon

c) Mrs. Parul Doshi

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her.

DIRECTOR RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub section (3)of section 134 of Companies Act, 2013 shall State that;

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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;

(c) the directors had taken proper and sufficient 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 fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETING OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda of the Board / Committee

meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met nine times in financial year 2014-2015 and the maximum interval between any two meetings did not exceed 120 days as follows;

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter

12.05.2014 08.08.2014 12.11.2014 12.02.2015

30.05.2014 05.09.2014 20.03.2015

12.06.2014 30.09.2014

Further, in terms of Schedule IV of the Companies Act, 2013, the Separate meeting of the Independent Directors held on March 20, 2015 and all Independent Directors were presented without attendance of non-

Independent Directors of the Company .

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board reconstituted some of its Committees and also formed a Risk Management Committee. There are currently Four Committees of the Board, as follows:

* Audit Committee

* Nomination and Remuneration Committee

* Stakeholders' Relationship Committee

* Risk Management Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 177 of the Companies Act, 2013.

CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.

Certificate from Mr. Milan Parekh, Managing Director & CEO and Mr. Bakul Parekh, Jt. Managing Director & Chief Financial Officer, pursuant to provisions of Clause 49(IX) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 29th May, 2015.

A copy of the certificate on the financial statements for the financial year ended March 31, 2015 is annexed along with this Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report.

AUDITORS

M/s Ford, Rhodes, Parks & Co. (Firm Registration No.102860W), Chartered Accountants, Mumbai, were appointed as Statutory Auditors for a period of 3 years in the Annual General Meeting held on 25th September, 2014.

Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting.

The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

DECLARATION BY INDEPENDENT DIRECTOR:

The declaration as required to affirm u/s 149(6) of the Companies Act, 2013, obtain from all Independent Directors.

INSURANCE

All the properties of your Company including Office Premises Furniture & Fixtures Office Equipments and Computer are adequately insured.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed CS. Nisha R. Nawani, Practicing Company Secretary; to conduct the Secretarial Audit and her Report on Company's Secretarial Audit is appended to this Report as

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of remuneration of each director to the median employee's remuneration set out in "Annexure C" to the Directors' Report.

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

The particulars regarding foreign exchange earnings and outgo appear as separate items in the notes to the Accounts. Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as required under Section 92(3) is attached in form MGT-9. Annexure D.

PARTICULAR OF LOAN, GUARANTEES & INVESTMENT

The company has not given any loan, guarantees and not made any Investment covered under the provisions of section 186 of the Companies Act, 2013.

DISCLOSURE OF RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

INTERNAL CONTROL SYSTEM

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Significant audit observations and follow up actions thereon are reported to the Audit Committee.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.actionfin.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

ACKNOWLEDGEMENT

Your Directors would take this opportunity to express its deep appreciation for the co-operation and assistance received from the shareholders, Company's clients, suppliers, bankers and other authorities during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by all the employees of your Company.

For and on Behalf of the Board

Place:Mumbai Date: 29th May, 2015

Milan R. Parekh Chairman & Managing Director (DIN:00108368)


Mar 31, 2014

The Members,

Action Financial Services (India) Limited,

Dear Sir/Madam

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2014.

FINANCIAL RESULTS

Year ended Year ended 2014 2013

Revenue from operations & other Income 4,37,03,20 7 6,07,09,367

Profit (Loss) before Interest & Depreciation 37,32,540 1,28,72,133

Less: Interest 59,98,567 66,33,240

Less: Depreciation 38,16,506 24,48,435

Profit (Loss) After Depreciation & before Tax (60,82,533) 37,90,458

Exceptional Item 63,94,442 -

Profit before Tax 3,11,909 37,90,458

- Taxation Current Year 3,20,000 11,45,000

- Deferred Tax (written back) (6,06,493) 15,37,352

Profit /(Loss) after tax 5,98,402 11,08,106



FINANCIAL PERFORMANCE

This year witnessed huge volatility and further due to political instability led the client base grow at sluggish rate. As we have launched one paisa brokerage scheme which brought down our brokerage income to great extent as many of the active clients moved into this scheme, so there is a fall in the brokerage income.

The primordial focus of the Company has been on raising fresh funds, in an increasingly difficult economic environment. The economic slowdown, poor dollar returns on the back of significant currency devaluation, and policy inaction have prompted most investors to await changes in government before relooking at India as an investment option.

CONSOLIDATED RESULTS:

The audited Standalone and consolidated Financial Statements of the Company along with its subsidiary companies are attached herewith and form part of this annual report. These have been prepared in accordance with the provisions of the Companies Act, 1956, the Listing Agreement, the Accounting Standard 21 (AS-21) on Consolidated Financial Statements and Accounting Standard 23 - (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements based on Audited Financial Results for the year ended 31st March, 2014.

SUBSIDIARIES:

As on 31st March, 2014 the Company has two wholly owned subsidiary companies (non-material) namely Action Securities Limited and Action Commodities Limited. In terms of section 212 of the Companies Act, 1956, the company has attached the Financial Statements of its subsidiaries to the Annual Report.

DIVIDEND

The Company do not recommend any dividend on Cumulative Redeemable Preference Shares and Equity Shares for the year ended 31st March, 2014.

OVERVIEW:

With the stable government and optimistic sentiments of FII and retail investors, there are lot of opportunities in the market to build wealth and expand. However, being a broking company, its opportunities and threat would be more specific to the ones, which apply to the companies operating in the capital market as brokers. But as it is known a healthy competition is always good for the industry we expect various new sources of revenues in coming future from financial and capital markets.

REVIEW OF BUSINESS DIVISIONS:

Broking Division and Depository Division:

Our Services under the Broking Business comprising of Equity, Currency & Derivatives Services, we offer retail and Institutional broking services in Equity to a large institutional and retail clientele in India and also afer retail broking services in currency segment. During the year under review the total turnover increased to Rs 4052.25 crores as compared to Rs 3838.30 crores in the previous financial year.

Action offers personalized services and complete transaction support through our website to our client for investment in primary market through Mutual fund and IPO''s. Action offers platform for trading in Equity Market in BSE, NSE for cash, Derivatives & currency segment of the Exchange.

Last year company launched One paisa brokerage scheme. effects of which are already started showing in terms of increased number of clienteles.

Further as the markets are on its lifetime high, there is huge opportunity for the company to gain the market share as the investors are back in the market.

Company has established new sales partner and authorized person system all over the country. For the purpose of access to wide business opportunities this has resulted into increase in clientele base of the company.

Company has completed 17 years as a Depository Participant. Company is holding approximately Rs.1600.39 Crores worth stock on behalf of clients as on 31st March 2014. Company is registered with NSDL for Internet based IDeAS facility for the convenience of the Investor to enable them to view latest holding with valuation as well as transactions.

Company also has its own website through which client can view their holding, transaction and ledger balances. Company has introduced various tariff Schemes for clients as per their requirement & convenience.

As a result, of flexible working hours, experienced staff, timely information to clients regarding failure of instructions, acceptance of last minute Pay-In instructions, less processing time, Low cost etc. Clients of other brokers also prefer to open their Demat Accounts with us. Key areas of service are retail clientele, clearing members and promoters of various companies.

DP Division caters to 29 clearing Members Pool Account and maintains 38

Promoters Accounts.

FUTURE OUTLOOK & EXPANSION PLAN

The company is focused on building a long term stable business with emphasis on retail business brokerage that does not rely on highly leveraged trading clients.

The actions of the new government will have a significant bearing on the pace of policy reforms, improvement in investment climate and on the public market sentiments. Stability in global markets and sustained demand from the industrialized nations are also imperative for the growth playing out along expected lines.

With the launch of our most innovative product, ''1 Paise brokerage per executed order'' in capital market, your Company has commenced its journey to create wonders in conducting business and change the overall views of broking industry.

To make this a super success and break the myth of how stock brokers operate, we want to go few steps ahead. Our roadmap is ready with lot of ideas and we are all set to achieve our goals. We have set of targets to be achieved & to accelerate the growth Company is looking out of fresh Investments. Our subsidiary Company, Action Commodities Limited, became one of the first Company all over India, to get the approval from Insurance Regulatory Development Authority (IRDA) to dematerialise all insurance policies of all policy holders including individuals, firms and corporate. This will create additional client base for the Company and will also help generate additional revenue for the Company.

FINANCE

The Company has availed credit facilities from Bank of India. The performance of the last two years has led to significance liquidity pressure in the long term sources. During the year Kedia Group has ceased to be promoter of the Company.

DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and rules made there under.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same.

ii) That they had 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 financial year ended 31st March, 2014 and of the profit or loss of the company for that period.

iii) That they had taken proper and sufficient 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 presenting and detecting fraud and other irregularities.

iv) That they had prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the requirements of the Companies Act 2013, Mr. Bakul R. Parekh (DIN: 00108609) will retire by rotation being eligible, has offered himself for re-appointment and Ms. Esha Kedia, has resigned as Director during the year.

In terms of Section 149 of the Companies Act, 2013, Mr. Atul Zatakia (DIN: 00588390), Mr. Ketan Mehta (DIN: 02903954) and Mr. Harbhjan Singh Dhillon (DIN: 05322003) are being appointed as the Independent Directors for the period of five (5) years w.e.f. 1st April, 2014, not liable to retire by rotation. Declaration to the effect that the proposed appointees meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges has been received from each of the aforesaid Independent Directors.

AUDITORS:

The present Auditors of the Company M/s. Ford, Rhodes, Parks & Co. (Firm Registration No.102860W), Chartered Accountants, Mumbai, will retire at the conclusion of ensuing Annual General Meeting and being eligible; offer, themselves for re-appointment to hold the office till the conclusion of 24th Annual General Meeting.

The Company has also received a certificate from M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, under Section 139(1) and Section 141 of the Companies Act, 2013 confirming their eligibility for re-appointment. M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, have also confirmed to the Company that the firm is subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). Accordingly, M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, are being re- appointed as the Statutory Auditors of the Company for a period of three years, subject to annual ratification of the same by the shareholders.

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 292(A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A Separate section on Corporate Governance, Management discussion and Analysis and a Certificate from Company''s Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report. Certificate of CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

INSURANCE

All the properties of your Company including Office Premises Furniture & Fixtures Office Equipments and Computer, are adequately insured. PARTICULARS OF EMPLOYEES

None of the employees of the Company was paid remuneration of Rs. 60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars

of Employees) Rules, 1975 is not required to be given.

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

(A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign Exchange Earnings and Outgo

a) The foreign exchange earnings of the Company was Nil

b) The foreign exchange expenditure was Nil

DEPOSITORY SYSTEM

As the Members are aware, your Company''s share are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

ACKNOWLEDGEMENT

Your Directors would take this opportunity to express its deep appreciation for the co-operation and assistance received from the shareholders, Company''s clients, suppliers, bankers and other authorities during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by all the employees of your Company.

For and on Behalf of the Board

Place: Mumbai Sd/- Date: 29th May, 2014 (Milan R. Parekh) Chairman DIN : 00108368


Mar 31, 2013

To, The Members of Action Financial Services (India) Limited,

DearSir/Madam

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS

Year Year ended ended 31.3.2013 31.3.2012

Revenue from operations & other Income 60,709,367 50,696,304

Profit (Loss) before Interest & Depreciation 12,872,133 8,543,629

Less: Interest 66,33,240 6597,376

Less: Depreciation 24,48,435 1,708,152

Profit After Depreciation & before Tax 37,90,458 2,38,101

- Taxation Current Year 11,45,000 1,00,000

- Deferred Tax (written back 15,37,352 5,56,178

Profit /(Loss) after tax 11,08,106 (4,18,077)

Profit/(Loss) brought forward from Previous Year (58,76,304) (72,82,210)

Profit available for appropriations (49,19,602) (76,33,092)

Profit/(Lo»») carried forward to the Balance Sheet (49,19,602) (76,33,092)

FINANCIAL PERFORMANCE

During the current year, the revenue from the operations of the Company was Rs. 48,395,460/-. The net profit for the current period increased by 365% as compared to previous year

CONSOLIDATED RESULTS:

The audited Standalone and consolidated Financial Statements of the Company along with its subsidiary companies are attached herewith and form part of this annual report. These have been prepared in accordance with the provisions of the Companies Act, 1956, the Listing Agreement, the Accounting Standard 21 (AS-21) on Consolidated Financial Statements and Accounting Standard 23 - (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements based on Audited Financial Results forthe ended 31st March, 2013.

SUBSIDIARIES:

As on 31st March, 2013 the Company has two wholly owned subsidiary companies namely Action Securities Limited and Action Commodities Limited. In terms of section 212 of the Companies Act, 1956, the company has attached the Director''s Report, Balance sheet and Statement of Profit and Loss of its subsidiaries to the Annual Report.

DIVIDEND

In view of the carried forward losses suffered by the Company, the Board of Directors does not recommend any dividend on Cumulative Redeemable Preference Shares and Equity Shares for the year ended 31st March, 2013.

OPERATIONS:

OVERVIEW:

During the year the company carried out capital market operations at moderate level. Due to the current uncertain capital market situation where the risk factors appear to be high the company is taking a cautions view and will formulate its investment policies accordingly.

REVIEW of BUSINESS DIVISIONS:

Broking & Depository Division:

Our Services under the Broking Business comprising of Equity, Currency & Derivatives Services, we offer retail and Institutional broking services in Equity to a large institutional and retail clientele in India and also offer retail broking services in currency segment. During the year under review the total turnover was decreased to Rs 3838.30 crores as compared to Rs 5529.98 crores in the previous financial year.

Action offers personalized services and complete transaction support through our website to our client for investment in primary market through Mutual fund and IPO''s. Company has introduced various tariff Schemes for clients as per their requirement & convenience.

Company has established new authorised person all over the country. For the purpose of access to wide business opportunities this has resulted into increase in clientele base of the company.

Your directors are pleased to inform you a path breaking and innovative concept has been recently launched by your company. We have introduced this novel concept of flat 1 paisa brokerage per executed order irrespective of size, segment and type of trade. Client has to open a broking and demat account jointly for this new scheme. This has been made possible by charging our clients a nominal AMC in their broking account and a graded interest free refundable security deposit in their demat account. This will create huge client base for the company and result will be increased earning. The initial response has been very good and is already being touted as a game changer in the capital markets. A lot of media has covered about the launch.

During the year company has received the membership of the currency derivative segment of MCX and united stock exchange of India and expected to commence operated by March 2014.

Action offers platform for trading in Equity Market in BSE, NSE for cash, Derivatives & currency segment of the Exchange.

Company has completed 16 years as a Depository Participant. Company is holding approximately Rs.1104.15 Crores worth stock on behalf of clients as on 31st March 2013.Company is registered with NSDL for Internet based IDeAS facility for the convenience of the Investor to enable them to view latest holding with valuation as well as transactions.

Company also has its own website through which client can view their holding, transaction and ledger balances. Company has introduced various tariff Schemes for clients as per their requirements convenience.

As a result, of flexible working hours, experienced staff, timely information to clients regarding failure of instructions, acceptance of last minute Pay-In instructions, less processing time, Low cost etc. Clients of other Brokers also prefer to open their Demat Accounts with us. Key areas of service are retail clientele, clearing members and promoters of various companies.

DP Division caters to 28 clearing Members Pool Account and maintains 21 Promoters Accounts.

FUTURE OUTLOOK & EXPANSION PLAN

The Company has various authorized persons and branches in pipeline which will be expected to start operation to generate good revenue over the coming period and enhance the profitability of the company.

The company is focused on building a long term stable business with emphasis on retail business brokerage that does not rely on highly leveraged trading clients.

Looking at the current situation, it seems quite likely that the current downturn will continue for some more time as uncertainty continues to exist in both, domestic and global markets. Weakening rupee will have adverse impactonmostofthesectorsinlndianmarketaslndiais already running with huge CAD and it is going to widen further with introduction of Food securities bill. Little FDI inflow, rising import bill due to gold & Crude, poor economic growth and low IIP numbers are putting situation more worse and can be reversed with immediate corrective action of the government. This is likely after this bottom out, the October -December quarter will bring some hope in economy & in capital market.

SHARE CAPITAL

During the financial year the Paid up Equity Share Capital of the Company increased from Rs. 10,05,82,000/- to Rs. 12,50,45,000/- as Company allotted 24,46,300 Equity shares and 12,30,000 warrants on preferential basis at a price of Rs 38 per warrant. FINANCE

The Company has availed credit facilities from Bank of India and ICICI Bank Limited. The performance of the last two years has led to significance liquidity pressure in the long term sources.

DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 58Aand Section 58AA of the Companies Act, 1956 and rules made there under.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm:

I) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same.

ii) That they had 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 financial year ended 31st March, 2013 and of the profit or loss of the company forthat period.

Hi) That they had taken proper and sufficient 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 presenting and detecting fraud and other irregularities.

iv) That they had prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Mr. Milan R. Parekh and Mr. Bakul R. Parekh will retire by rotation and, being eligible, have offered themselves for re-appointment.

AUDITORS:

The present Auditors of the Company M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, will retire at the conclusion of ensuing Annual General Meeting and being eligible; offer, themselves for re- appointment to hold the office till the conclusion of next Annual General Meeting.

They have submitted certificate for their eligibility for reappointment under section 224(1B) of the Companies Act, 1956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI."

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 292(A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A Separate section on Corporate Governance, Management discussion and Analysis and a Certificate from Company''s Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report.

Certificate of CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was paid remuneration of Rs. 60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

(A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign Exchange Earnings and Outgo

a) The foreign exchange earnings of the Company was Nil (previous year Nil)

b) The foreign exchange expenditure was Nil (previous year Nil)

DEPOSITORY SYSTEM

As the Members are aware, your Company''s share are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

ACKNOWLEDGEMENT

Your Directors would take this opportunity to express its deep appreciation for the co-operation and assistance received from the shareholders, Company''s clients, suppliers, bankers and other authorities during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by all the employees of your Company.

For and on Behalf of the Board

Sd/-

Place: Mumbai (Milan R. Parekh)

Date: 30th May 2013 Chairman & Managing Director


Mar 31, 2012

To,The Members of Action Financial Services (India) Limited,

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS :

Consolidated Consolidated Year Ended Year Ended 31.3.2012 31.3.2011

Revenue from operations & other Income 50,696,304 32,434,888

Profit (Loss) before Interest & Depreciation 8,543,629 10,111,584

Less: Interest 6,597,376 6,827,008

Less: Depreciation 1,708,152 2,780,642

Profit After Depreciation & before Tax 238,101 503,934

Taxation Current Year 100000 107,052

Deferred Tax (written back) 556,178 476,381

Profit /(Loss) after tax (418,077) (79,499)

Profit/(Loss) brought forward from Previous Year (7282210) (7,734,305)

Profit available for appropriations (7633092) (7,282,210)

Profit/(Loss) carried forward to the Balance Sheet (7633092) (7,282,210)

FINANCIAL PERFORMANCE :

During the current year, the gross income of the Company was Rs.5,06,96,304/- and the Company incurred net Loss (after tax) of Rs.4,18,077/-

CONSOLIDATED RESULTS:

The audited Standalone and consolidated Financial Statements of the Company along with its subsidiary companies are attached herewith and form part of this annual report. These have been prepared in accordance with the provisions of the Companies Act, 1956, the Listing Agreement, the Accounting Standard 21 (AS-21) on Consolidated Financial Statements and Accounting Standard 23 - (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements based on Audited Financial Results for the ended 31st March, 2012.

SUBSIDIARIES:

As on 31st March, 2012 your company has two wholly owned subsidiary companies namely Action Securities Limited and Action Commodities Limited. In terms of section 212 of the Companies Act, 1956, the company has attached the Director's Report, Balance sheet and Profit and Loss account of its subsidiaries to the Annual Report.

DIVIDEND

In view of the losses suffered by the Company, the Board of Directors do not recommend any dividend on Cumulative Redeemable Preference Shares and Equity Shares for the year ended 31st March, 2012.

OPERATIONS: OVERVIEW:

During the year the company carried out capital market operations at moderate level. The corporate earning looks like nominal for the current year. At our end, we are building-up all our businesses steadily, in such a way that we are ready to en-cash on any up-turn in the market.

REVIEW of BUSINESS DIVISIONS:

Broking Division:

Our Services under the Broking Business comprising of Equity, Currency & Derivatives Services, we offer retail and Institutional broking services in Equity to a large institutional and retail clientele in India and also offer retail broking services in currency segment. During the year under review the total turnover was decreased to Rs 5529.98 crores as compared to Rs 7469.53 crores in the previous financial year.

Action offers personalized services and complete transaction support through our website to our client for investment in primary market through Mutual fund and IPO's.

The Company has expanded its retail network, branches continued to be opened on a selective basis and physical presence was enhanced through

increase in the Sub broker network and also search of new retail clientele in remote and rural area to explore the wide business available opportunities this has resulted into increase in clientele base of the company.

Action offers platform for trading in Equity Market in BSE, NSE for cash, Derivatives & currency segment of the Exchange.

Depository Division:

Company has completed 15 years as a Depository Participant. Company is holding approximately Rs1371.60 Crores worth stock on behalf of clients as on 31st March 2012.

Company is registered with NSDL for Internet based IDeAS facility for the convenience of the Investor to enable them to view latest holding with valuation as well as transactions. Company also has its own website through which client can view their holding, transaction and ledger balances.

Company has introduced various tariff Schemes for clients as per their requirement & convenience. As a result, of flexible working hours, experienced staff, timely information to clients regarding failure of instructions, acceptance of last minute Pay-In instructions, less processing time, etc. Clients of other Brokers also prefer to open their Demat Accounts with us. Key areas of service are retail clientele, clearing members and promoters of various companies. DP Division caters to 28 clearing Members Pool Account and maintains 44 Promoters Accounts.

FUTURE OUTLOOK & EXPANSION PLAN

Your company is in the process of launching a unique proposition in broking industry. In this plan, investors who subscribe to a range of plans will tend to have great savings in the cost of trading.

In the view of the management the proposition is so strong and path breaking that it has the potential to re-define broking industry. The project will be launched on all India level.

Your management has already initiated working on the project and the same is at an advanced stage of execution. A core team is already set up and is working on the project. For the first stage a list of several key cities has been prepared and the process of setting up branches in these cities has already started.

Your management has already chalked out a series of innovations post the launch of this project to tackle the competition emerging from other players to stay ahead.

The project will enhance profitability of the company and is expected to create huge value for the shareholders.

SHARE CAPITAL

During the financial year the Paid up Equity Share Capital of the Company increased from Rs. 9,98,10,000/- to Rs. 10,058,200/-, allotted 77,200 Equity shares to its promoters against 77,200 warrants at a price of Rs 29/- per warrant.

FINANCE

The Company has availed credit facilities from Bank of India and ICICI Bank Limited. The performance of the last two years has led to significance liquidity pressure in the long term sources.

DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same.

ii) That they had 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 financial year ended 31st March, 2012 and of the profit or loss of the company for that period.

iii) That they had taken proper and sufficient 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 presenting and detecting fraud and other irregularities.

iv) That they had prepared the annual accounts on a going concern basis.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Mr. Atul A. Zatakia and Mr. Ketan H. Mehta will retire by rotation and, being eligible, have offered themselves for re-appointment.

Mr. Nirav K . Sanghavi has resigned as the Director of the Company and Mr. Harbhajan Singh Dhillon, is proposed to be appointed as Directors at the ensuing Annual General Meeting who was appointed as the Additional Director on 01.08.2012.

AUDITORS:

The present Auditors of the Company M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, will retire at the conclusion of ensuing Annual General Meeting and being eligible; offer, themselves for re-appointment to hold the office till the conclusion of next Annual General Meeting.

They have submitted certificate for their eligibility for reappointment under section 224(1B) of the Companies Act, 1956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI."

AUDIT COMMITTEE:

The Board of Directors constituted an Audit Committee as per the existing clause 49 of the Listing Agreements entered into with Stock Exchanges and in terms of Section 292(A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A Separate section on Corporate Governance, Management discussion and Analysis and a Certificate from Company's Auditors regarding compliance of the conditions of the corporate governance as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges forms part of this Annual Report.

Certificate of CEO and CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with Stock Exchanges, is also attached as a part of this Annual Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was paid remuneration of Rs. 60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

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

(A) Conservation of Energy

Considering the nature of business activities carried out by the Company, your directors have nothing to report with regard to conservation of energy as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

(B) Technology absorption, research and development

The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.

(C) Foreign Exchange Earnings and Outgo

a) The foreign exchange earnings of the Company was Nil (previous year Nil)

b) The foreign exchange expenditure was Nil (previous year Nil) DEPOSITORY SYSTEM :

As the Members are aware, your Company's share are tradable compulsorily in electronic form and your Company has established connectivity with the depositories, i.e. National Securities Depository Limited and Central Depository Services (India) Limited. In view of the numerous advantages offered by the Depository system, members are requested to avail the facility of dematerialisation of the Company's shares on either of the Depositories as aforesaid.

ACKNOWLEDGEMENT :

Your Directors would take this opportunity to express its deep appreciation for the co-operation and assistance received from the shareholders, Company's clients, suppliers, bankers and other authorities during the year under review. Your Directors also wish to place on record their appreciation for the services rendered by all the employees of your Company.

For and on Behalf of the Board

Sd/-

(Milan R. Parekh)

Chairman & Managing Director

Place: Mumbai Date: 01/08/2012


Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the 18th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31st March 2011.

1. FINANCIAL RESULTS :

Financial Results Year Ended 31st March, 2011

Consolidated Standalone

Profit /(Loss) Before Interest & 10,111,584 10,598,765 Depreciatio

Interest 6,827,008 6,827,008

Depreciation 2,780,642 2,647,148

Profit / (Loss) Before Tax 503,934 1,124,609

Taxation

- Current Year 107,052 107,052

- Earlier Years - -

- Deferred Tax (written back) 476,381 565,462

- Fringe Benefit Tax - -

Profit / (Loss) After Tax (79,499) 452,095

Profit/(Loss) brought forward from Previous Year (8,366,130) (7,734,305)

Profit available for appropriations (8,445,626) (7,282,210)

Appropriation as under:

Transfer to Capital Redemption Reserve - -

Dividend on preference Shares - -

Tax on Dividend - -

Profit/(Loss) carried forward to the Balance Sheet (8,445,626) (7,282,210)

Paid Up Equity Share Capital 99,81,000 99,81,000

Earning Per Share Re 10/- Paid up – Basic EPS (0.08) (0.04)

- Diluted EPS (0.08) (0.04)

Financial Results Year Ended 31st March, 2010

Consolidated Standalone

Profit /(Loss) Before Interest & 9,583,410 9,938,962 Depreciatio

Interest 6,148,186 6,148,186

Depreciation 2,377,297 2,328,951

Profit / (Loss) Before Tax 1,057,927 1,461,825

Taxation

- Current Year - -

- Earlier Years 25,656 25,656

- Deferred Tax (written back) 189,172 284,504

- Fringe Benefit Tax - -

Profit / (Loss) After Tax 843,099 1,151,666

Profit/(Loss) brought forward from Previous Year (9,209,229) (8,885,971)

Profit available for appropriations (8,366,130) (7,734,305)

Appropriation as under:

Transfer to Capital Redemption Reserve - -

Dividend on preference Shares - -

Tax on Dividend - -

Profit/(Loss) carried forward to the Balance Sheet (8,366,130) (7,734,305)

Paid Up Equity Share Capital 88,10,000 88,10,000

Earning Per Share Re 10/- Paid up – Basic EPS 0.10 0.13

- Diluted EPS 0.10 0.13

CONSOLIDATED RESULTS:

The audited Standalone and consolidated Financial Statements of the Company along with its subsidiary companies are attached herewith and form part of this annual report. These have been prepared in accordance with the provisions of the Companies Act, 1956, the Listing Agreement, the Accounting Standard 21 (AS-21) on Consolidated Financial Statements and Accounting Standard 23 - (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements based on Audited Financial Results for the ended 31st March, 2011.

SUBSIDIARIES:

As on 31st March, 2011 your company has two wholly owned subsidiary companies namely Action Securities Limited and Action Commodities Limited.

In terms of section 212 of the Companies Act, 1956, the company has attached the Director's Report, Balance sheet and Profit and Loss account of its subsidiaries to the Annual Report.

INCOME:

During the financial year 2010-2011 company earned operating profit of Rs.10,598,765/- against the operating profit of Rs.9,938,962/- incurred in the previous year, while the net profit (after tax) stood at Rs.452,095/- against the net profit Rs.1,151,666/- in the previous year.

2. DIVIDEND:

2.1 On Preference Shares:

In view of carried forward loss of previous years your Directors regret their inability to recommend Dividend on Cumulative Redeemable Preference Shares for the year ended 31st March, 2011.

2.2 On Equity Shares:

In view of carried forward loss of previous years your Directors regret their inability to recommend Dividend on Cumulative Redeemable Preference Shares for the year ended 31st March, 2011.

3. OPERATIONS:

OVERVIEW:

During the year the company carried out capital market operations at moderate level. The growth in the Indian economy together with the boom on the capital markets resulted in a better year for the company. Due to the current uncertain capital market situation where the risk factors appear to be high the company is taking a cautious view and will formulate its investment policies accordingly.

REVIEW of BUSINESS DIVISIONS:

3.1 Broking Division:

Our Services under the Broking Business comprising of Equity, Currency & Derivatives Services, we offer retail and Institutional broking services in Equity to a large institutional and retail clientele in India. During the year under review the total turnover was increased to Rs.7469.53 crores as compared to Rs. 4952 crores in the previous financial year.

Action offers personalized services and complete transaction support through our website to our client for investment in primary market through Mutual fund and IPO's.

The Company has expanded its retail network, branches continued to be opened on a selective basis and physical presence was enhanced through increase in the Sub broker network and also search of new retail clientele in remote and rural area to explore the wide business available opportunities This has resulted into increase in clientele base of the company.

Action offers platform for trading in Equity Market in BSE and NSE and Derivatives Market in NSE

3.2 Depository Division:

Company has completed 14 years as a Depository Participant. Company is holding approximately Rs.1251.56 Crores worth stock on behalf of clients as on 31st March 2011.

Company has registered with NSDL for Internet based IDeAS facility for the convenience of the Investor to view latest holding with valuation as well as transactions. Company has also its own website through which client can view day holding, transaction and ledger balances.

Company has introduced various tariff Schemes for clients as per their requirement & convenience. As a result, of flexible working hours, experienced staff, timely information to clients regarding failure of instructions, acceptance of last minute Pay-In instructions, less processing time, etc. Clients of other Brokers also prefer to open their Demat Accounts with us. Key areas of service are retail clientele, clearing members and promoters of various companies. DP Division caters to 30 clearing Members Pool Account and maintains 100 Promoters Accounts.

4. FUTURE OUTLOOK & EXPANSION PLAN:

The Company is planning to Commence the business in Commodies Exchange and United Stock Exchanges and lunching new broking product and has various branches in pipeline which will be expected to start operation to generate good revenue over the coming period and enhance the profitability of the company.

The Company is focused on building a long-term stable business with emphasis on retail brokerage that does not rely on highly leveraged trading clients. The Company predicts a huge growth in business due to increase in retail and institutional clients.

The financial year 2011-12 has commenced on a positive note. However, as in some other emerging economies, inflation remains a key concern for India. Market crashes on a day or even weeks not have an immediate impact but if it persists and the sentiment gets affected. As investor starts adjusting his purchase and order sizes get reduce. If US go into recession again, other like Europe country will follow suit.

Indian economy has slow down compare to last year, and this year growth rate may be around 8%. The Indian Market will remain attractive because of structural factor such as improve economies polices and other factor. FII Investments in India continue and have had a positive impact Indian market.

5. BOARD OF DIRECTORS

During the year under review there was no change in the constitution of the Company.

Mr. Bakul R. Parekh, Jt. Managing Director of the Company and Mr. Nirav K. Sanghavi, Director, retire by rotation at ensuing Annual General Meeting and being eligible, they have offered himself for re-appointment.

Retirement of Jt. Managing Director by rotation will not amount to any break in his services as Jt. Managing Director.

Your Directors recommend the above appointments in the ensuing Annual General Meeting.

6. STATEMENT OF DIRECTORS' RESPONSIBILITY:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

a. In preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure;

b. The directors had selected such accounting policies and applied them consistently and made judgment 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 or loss of the company for that period;

c. The directors had taken proper and sufficient 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 frauds and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis.

7. SHARE CAPITAL:

During the financial year 2010-11 the Paid up Equity Share Capital of the Company increased from Rs. Rs. 8,81,00,000 to Rs. 9,98,10,000/- on account of issue of 11,71,000 Equity Shares of Rs. 10/- each at a premium of Rs. 19/- per share issued to various allottees in terms of Special Resolution passed in the last Annual Gneral Meeting.

During the year under review, as approved in previous Annual General Meeting, the unissued preference share capital was re-classified into equity shares share capital and the Authorised Share Capital of the Company was increased to Rs. 1300 Lakhs.

8. CORPORATE GOVERNANCE:

The Company has been following the principles and practices of good Corporate Governance and has ensured due compliance of the requirements stipulated under clause–49 of the Listing Agreement with the Stock Exchanges. A separate detailed report on Corporate Governance is given in 18th Annual Report.

A Certificate 15th July, 2011 issued by the company's Statutory Auditors in terms of clause – 49 of the Listing Agreement with Stock Exchanges is annexed to the said Corporate Governance Report.

9. SECRETARIAL AUDIT:

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodicity by practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

10. FIXED DEPOSITS:

During year under review the company has not accepted any deposit with in the meaning of section 58A of the Companies' Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended

11. MANAGEMENT DISCUSSIONS AND ANALYSIS:

Report on Management discussion and analysis given in the Annual Report is forming part of this report and it deals with the Operations & Business Performance, Expansion & Diversification, Research & Development etc.

12. AUDITORS & AUDITORS' REPORT:

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the Company's Statutory Auditors, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. M/s. Ford, Rhodes, Parks & Co. have sought re-appointment and confirmed that their re- appointment shall be within the limits of Section 224(1B) of the Companies Act, 1956. The necessary eligibility certificate under Section 224(1B) of the Companies Act, 1956, has been received from them. The Audit Committee and Board of Directors recommend the appointment of M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, as the Auditors of the Company.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

13. DECLARATION:

The Board has formulated a code of conduct for the Board members and senior management of the Company. All Board members and senior management personnel have affirmed their compliance with the code.

14. PARTICULARS OF EMPLOYEES:

Your Company had a compliment of 25 staff members. Your company continues its efforts to strengthen its human-resource base by arranging requisite training and varied exposure to its existing staff to enable to keep their skills updated. Since None of the employee is in receipt of remuneration for whole/ part of the year exceeding the limit prescribed u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the particulars have not been given.

15. Information Required Under the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988:

15.1 Conservation of Energy:

Company's operation involves no manufacturing or processing activities. The Company utilizes energy for lighting, air-conditioning and other office equipments at its offices. The Company's operations involve low energy consumption and wherever possible, energy conservation measures have already been implemented and there are no major areas where further conservation measures appear necessary. However, efforts to conserve and optimize the use of energy through improved operational methods and other mean will continue on an on-going basis.

15.2 Form of Disclosure of Particulars with Respect to Absorption of Technology, Research & Development (R & D):

FORM – B

1. Specific areas in which R & D carried out by the Company Nil

2. Benefits derived as a result of the above R & D Nil

3. Future Plan of Action Nil

4. Expenditure on R & D Nil

15.3 Technology Absorption, Adaptation & Innovation:

There is no imported technology involved in the operations of the Company. The Company continues to focus its attention towards the rapid technological changes in the fields of its activity and trains the manpower continuously to improve the productivity. The technologies being used are VPN / CTCL.

15.4 Foreign Exchange Earning and out go:

Foreign Exchange Earned Nil

Foreign Exchange Used Nil

16. ACKNOWLEDGEMENT :

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.

For and on behalf of the Board of Directors



Place: Mumbai Milan R. Parekh Date: 15th July 2011 Chairman & ManagingDirector


Mar 31, 2010

The Directors take pleasure in presenting the 17th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31sMarch 2010.

1. FINANCIAL RESULTS:

Financial Results Year Ended Year Ended 31st March, 2010 31st March, 2009

Consolidated Standalone Consolidated Standalone

Profit/(Loss) Before 9,583,410 9,938,963 (12,604,845) (12,165,549)

Interest & Depreciation

lnterest 6,148,186 6,148,186 4,213,346 4,213,346

Depreciation 2,377,297 2,328,951 2,218,052 2,201,923

Profit / (Loss) Before Tax 1,057,927 1,461,826 (19,036,243) (18,580,818)

Taxation

- Current Year Earlier Years 25,656 25,656 1,010,623 1,010,623

- Deterred Tax (written back) 189,172 284,504 (4,478,356) (4,346,188)

- Fringe Benefit Tax - - 53,654 53,654

Profit/(Loss) After Tax 843,099 1,151,666 (15,622,164) (15,298,907)

Profit/(Loss) brought forward (9,209,229) (8,885,972) 6,412,935 6,412,935

from Previous Year

Profit available for (8,366,130) 7,734,305) (9,209,229) (8,885,972) appropriations

Appropriation as under: Transfer to Capital Redemption - - - - Reserve

Dividend on preference Shares Tax on Dividend

Profit/(Loss) carried forward (8,366,130) (7,734,305) (9,209,229) (8,885,972)

to the Balance Sheet

Earning Per Share Re 10/- 8,810,000 8,810,000 8,450,000 8,450,000

Paid up EPS

Paid Up Equity Share Capital 0.10 0.13 (1.86) (1.82)

-Diluted- Basic EPS 0.101 0,131 (1.57)1 (1.54

CONSOLIDATED RESULTS:

The audited Standalone and consolidated Financial Statements of the Company along with its subsidiary companies are attached herewith and form part of this annual report. These have been prepared in accordance with the provisions of the Companies Act, 1956, the Listing Agreement, the Accounting Standard 21 (AS-21) on Consolidated Financial Statements and Accounting Standard 23 - (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statements based on Audited Financial Results for the 15* months ended March 31,2010 in case of Action Securities Ltd.

SUBSIDIARIES:

As on March 31, 2010 your company has two wholly owned subsidiary companies namely Action Securities Limited and Action Commodities Limited.

In terms of section 212 of the Companies Act, 1956, the company has attached the Directors Report, Balance sheet and Profit and Loss account of its subsidiaries to the Annual report.

INCOME:

During the financial year 2009-2010 company earned operating profit of Rs. 9,938,963/- against the operating loss of Rs. 12,165,549/- incurred in the previous year, while the net profit (after tax) stood at Rs. 1,151,666/- against the net loss 15,298,907/- in the previous year.

2. DIVIDEND:

2.1 On Preference Shares:

In view of carried forward loss of previous years your Directors regret their inability to recommend Dividend on Cumulative Redeemable Preference Shares for the year ended 31" March, 2010.

2.2 On Equity Shares:

In view of carried forward loss of previous years your Directors regret their inability to recommend Dividend on Equity Shares for the year ended 31s1 March, 2010.

3. OPERATIONS:

OVERVIEW:

During the year the company carried out capital market operations at moderate level. The growth in the Indian economy together with the boom on the capital markets resulted in a better year for the company. Due to the current uncertain capital market situation where the risk factors appear to be high the company is taking a cautious view and will formulate its investment policies accordingly.

REVIEW of BUSINESS DIVISIONS:

3.1 Broking Division:

Our Services under the Broking Business comprising of Equity & Derivatives Services, we offer Institutional broking services in Equity to a large institutional clientele in India. During the year under review the total turnover

was increased to Rs 4952 crores as compared to Rs 3463.02 crores in the previous financial year.

Action offers personalized services and complete transaction support through our website to our client for investment in primary market through Mutual fund and IPOs.

Company has established new branches, appointed authorised dealers and sub-brokers all over the country, for the purpose of access to wide business opportunities available ii remote areas. This has resulted into increase in clientele base of the company.

Action offers platform for trading in currency futures. Trading in currency futures with Action enable importers, exporters, investors, high net worth clients and institution to hedge their currency risk at low transaction costs and with greatertransparency and safety.

The Company has acquired the membership of the Currency Derivative segment of MCX, and expected to commence operation by September 2010.

Further company has made the application for member ship of United Stock Exchange of India for Currency Derivative segment. The United Stock Exchange represents the commitment of all 21 Indian public sector banks, respected private banks and corporate houses to build an institution that is on its way to becoming an enduring symbol of Indias modern financial markets. United Stock Exchange also boasts of Bombay Stock Exchange, as a strategic partner.

3.2 Depository Division:

Company has completed 13 years as a Depository Participant. Company is holding approximately Rs1396.80. Crores worth stock on behalf of clients as on31sl March 2010.

Company has registered with NSDL for Internet based IDeAS facility for the convenience of the Investor to view latest holding with valuation as well as transactions. Company has also its own website through which client can view previous day holding, transaction and ledger balances.

Company has introduced various tariff Schemes for clients as per their requirement & convenience. As a result, of flexible working hours, experienced staff, timely information to clients regarding failure of instructions, acceptance of last minute Pay-In instructions, less processing time, etc. Clients of other Brokers also prefer to open their Demat Accounts with us. Key areas of service are retail clientele, clearing members and promoters of various companies. DP Division caters to 30 clearing Members Pool Account and maintains 89 Promoters Accounts.

4. FUTURE OUTLOOK & EXPANSION PLAN:

Company has planned to expand the branches all over the country is expected to generate good revenue over the coming period and enhance the profitability of the company.

The Company is focused on building a long-term stable business with emphasis on retail brokerage that does not rely on highly leveraged trading clients. The Company predicts a huge growth in business due to increase in retail and institutional clients.

It is a fact that the currency market is growing, it wont be surprising if it overtakes the equity market in India by 2012. In the days to come trading in currencies will dominate commodities and equities in India also as the case is in major developed economies abroad. Company offers different currency trading platforms to all the clients. Company has also applied the membership for United Stock Exchange and MCX currency segment. .In the local market, rupee would continue to be driven the global risk trends, which have an influence on the local equities market and the foreign currency.

5. BOARD OF DIRECTORS

During the year under review Mr. Sujir Radha Nayak and Mr. Pranav Doshi, Directors of the Company resigned from the said office with effect from 29" January, 2010. Company also wishes to place on record their deep sense of appreciation for the contributions rendered by them.

While Mr. Atul Zatakia and Mr. Ketan Mehta were appointed as additional directors with effect from 29" January, 2010 and hold the said office until the conclusion of the ensuing Annual General Meeting. The Company has received notice from its members proposing the candidature of Mr. Atul Zatakia and Mr. Ketan Mehta for the office Directors of the Company. The additional directors have also expressed their desire to get appointed as Directors liable to retire by rotation.

Mr., Milan R Parekh Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, has offered himself for re- appointment.

Your Directors recommend the above appointments in the ensuing Annual General Meeting.

6. STATEMENT OF DIRECTORS RESPONSIBILITY:

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

a. In preparation of annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departure;

b. The directors had selected such accounting polfcies and applied them consistently and made judgment 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 or loss of the company for that period;

c. The directors had taken proper and sufficient 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 frauds and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis.

7. SHARE CAPITAL:

During the financial year 2009-10 the Paid up Equity Share Capital of the Company increased from Rs. 84,500,000/- to Rs. 88,100,000 on account of issue of 360,000 Equity Shares on conversion of 360,000 convertible warrants into equal number of fully paid equity shares of Rs. 10/- each to the promoters.

The Board of Directors of the company in its meeting held on 9" November 2009 issued 125,000 warrants on preferential basis to investors at the rate of Rs. 19.25 per warrant with an option to convert the same into equivalent number of Equity shares of nominal at Rs. 10/- each at a premium of Rs. 9.25 per share. The option of conversion shall be valid for a period of 18 months from the date of allotment of the warrants. The company received Rs. 5/- per warrant as upfront payment and is credited to Subscription Money towards warrants.

8. CORPORATE GOVERNANCE:

The Company has been following the principles and practices of good Corporate Governance and has ensured due compliance of the requirements stipulated under clause - 49 of the Listing Agreement with the stock Exchanges. A separate detailed report on Corporate Governance is given in 17th Annual Report.

A Certificate 20" August, 2010 issued by the companys Statutory Auditors in terms of clause - 49 of the Listing Agreement with Stock Exchanges is annexed to the said Corporate Governance Report.

9. SECRETARIALAUDIT:

As directed by Securities and Exchange Board of India (SEBI) secretarial audit is being carried out at the specified periodicity by practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

10. FIXED DEPOSITS:

During year under review the company has not accepted any deposit with in the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 as amended.

11. MANAGEMENT DISCUSSIONS AND ANALYSIS:

Report on Management discussion and analysis given in the Annual Report is forming part of this report and it deals with the Operations & Business Performance, Expansion & Diversification, Research & Development etc.

12. AUDITORS & AUDITORSREPORT:

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, the Companys Statutory Auditors, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. M/s. Ford, Rhodes, Parks & Co. have sought re-appointment and confirmed that their re- appointment shall be within the limits of Section 224(1 B) of the Companies Act, 1956. The necessary eligibility certificate under Section 224(1 B) of the Companies Act, 1956, has been received from them. The Audit Committee and Board of Directors recommend the appointment of M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, as the Auditors of the Company.

The notes to the accounts referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

13. DECLARATION.

The Board has formulated a code of conduct for the Board members and senior management of the Company. All Board members and senior management personnel have affirmed their compliance with the code.

14. PARTICULARS OFEMPLOYEES:

Your Company had a compliment of 25 staff members. Your company continues its efforts to strengthen its human-resource base by arranging requisite training and varied exposure to its existing staff to enable to keep their skills updated. Since None of the employee is in receipt of remuneration for whole/ part of the year exceeding the limit prescribed u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the particulars have not been given.

15. Information Required Under the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988:

15.1 Conservation of Energy:

Companys operation involves no manufacturing or processing activities. The Company utilizes energy for lighting, air-conditioning and other office equipments at its offices. The Companys operations involve low energy consumption and wherever possible, energy conservation measures have already been implemented and there are no major areas where further conservation measures appear necessary. However, efforts to conserve and optimize the use of energy through improved operational methods and other mean, will continue on an on-going basis.

15.2 Form of Disclosure of particulars with respect to absorption of Technology, research & Development (R&D):



FORM-B



1. Specific areas in which R&D carried out by the Company Nil

2. Benefits derived as a result of the above R&D Nil

3. Future Plan of Action Nil

4. Expenditure on R & D Nil

15.3 Technology Absorption, Adaptation & Innovation:

There is no imported technology involved in the operations of the Company. The Company continues to focus its attention towards the rapid technological changes in the fields of its activity and trains the manpower continuously to improve the productivity. The technologies being used are VPN / CTCL.



15.4 Foreign exchange earning and out go:

Foreign Exchange Earned Nil

Foreign Exchange Used Nil



16. ACKNOWLEDGEMENT:

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year. Your Directors also wish to place on record their deep sense of appreciation for the contributions made and committed services rendered by the employees of the Company.



For and on behalf of the Board of Directors

Place: Mumbai Milan R. Parekh

Date : 20" August, 2010 Chairman & Managing Director

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