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Directors Report of Almondz Global Securities Ltd.

Mar 31, 2016

To the Members of Almondz Global Securities Limited,

The Board of Directors submits the Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31, 2016.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year Ended 31.03.2016

Year Ended 31.03.2015

Gross Income

3975.47

5365.66

Profit before Interest,

Depreciation & Tax

501.37

1193.22

Less: Interest

317.65

374.52

Less : Depreciation

168.49

216.64

Less : Provision for Tax

(54.16)

117.37

Net Profit after Tax

69.39

484.69

2. Dividend

In order to conserve resources and to strengthen the financial position of the Company to enable expansion of the Company, your Directors do not recommend payment of dividend.

3. Standalone & Consolidated Financials

For the year ended March 31, 2016, your Company earned a total income of Rs. 3975.47 Lacs, as against previous year''s total income of Rs. 5365.66 Lacs. As per the Consolidated Accounts, the total income is Rs. 5369.22 Lacs, as against the previous year''s income of Rs. 6709.82 Lacs. The Company has incurred a profit of Rs. 69.39 Lacs in the current year as compared to a profit of Rs. 484.69 Lacs in the previous year. As per the Consolidated Accounts, the net loss for the year is Rs. 39.44 Lacs as compared to Rs. 758.31 Lacs in 2014-15.

4. Reserves

The Company proposes the total amount of Rs. 69.39 Lacs available for appropriation to be retained in the statement of profit and loss.

5. Information on State of Affairs of the Company

Information of the segmental operations and financial performance are given in the Management Discussion and Analysis Report in accordance with SEBI (LODR) Regulations, 2015.

6. Human Resources

Your company believes that human talent is its fundamental strength and they continue to be the key driving force of the organization. Your company has generally enjoyed cordial relations with its employees. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.

As on 31 March 2016, your Company has a diverse employee base with 198 employees all over India. This heterogeneous base is central to sustaining the Company''s competitive edge.

The HR function in Almondz Global is-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company''s future growth, as well as to achieve higher employee satisfaction.

7. Material changes and commitments

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

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

9. Internal Financial Controls

The Company has adequate internal financial controls with reference to Financial Statements.

10. Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

11. Share Capital

During the year under Report, the Company has not issued any share capital.

12. Particulars of remuneration of Directors / KMP / Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ‘Annexure

I A’ which forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ‘Annexure I B’ which forms part of this report.

13. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the “Almondz Global Securities Employees Stock Option Scheme 2007” (‘the Scheme” or “ESOS 2007”) for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, no options have been granted by the Company and 587000 options lapsed.

Further, during the year under Report, no option were vested. The exercisable option at the end of 31 March 2016 is 429000. Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure II to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2016. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

14. Listing

The shares of your Company are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2016-17 have been paid.

15. Extract of Annual Return

Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the annual Return is annexed to this report as

Annexure III. 16. Conservation of energy & technology absorption and Foreign exchange earnings and Outgo

A. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to Conservation of energy & technology absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

B. During the year under review there has been no earnings and outgo in foreign exchange.

17. Directors

Ms. Neelu Jain, Director, retires by rotation at the ensuing 22nd Annual General Meeting.

Mr. Satish Chandra Sinha has been appointed as an additional Director w.e.f. 25.05.2016. He holds office upto the date of the ensuing Annual General Meeting. The Company has received the requisite notices in writing along with the necessary deposit signifying candidature of Directors.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

18. Number of Meetings of the Board

During the Financial Year 2015-16, 5 (Five) number of Board meetings were held. For details thereof kindly refer to the section ‘Board of Directors- in the Corporate Governance Report.

19. Disclosure on Audit Committee

The Audit Committee as on March 31, 2016 comprised of the following Independent Directors :

Mr. Ajay Kumar (Chairman), Mr. Atul Kumar Shukla and Mr. Krishan Lal Khetarpaul. Further, all recommendations of Audit Committee were accepted by the Board of Directors.

20. Sexual Harassment

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The company did not receive any complaints to report in the Board''s report.

21. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism (Whistle Blower) Policy for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism shall provide adequate safeguards against victimization of Director(s) / Employee(s), who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of establishment of the vigil mechanism disclosed by the Company on its website, www.almondzglobal.com.

22. Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board‘s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director''s performance, the questionnaire covers various aspects like his/ her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

The Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors. The Directors expressed their satisfaction with the evaluation process.

23. Nomination & Remuneration Committee & Policy

The Board of Directors of your Company has, on Constituted the Nomination & Remuneration Committee and based on their recommendation framed and adopted a policy for selection and appointment of Directors, KMP and their remuneration. The contents of the policy are disclosed by the company on its website,www.almondzglobal.com..

24. Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows :

Mr. Navjeet Singh Sobti: Vice Chairman & Managing Director Mr. Govind Prasad Agrawal : Chief Financial Officer Mr. Ajay Pratap : Company Secretary

25. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013 With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were on an arm''s length basis.

There being no ‘material'' related party transactions as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard. During the year 2015-16, pursuant to section 177 of the Companies Act, 2013 and SEBI Listing Regulations, 2015. All RPTs were placed before Audit Committee for its prior/omnibus approval. The Policy on RPTs as approved by Board is uploaded on the Company''s website.

26. Risk Management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

27. Secretarial Auditor & Secretarial Audit Report

The Board had appointed M/s Ashu Gupta & Co., Company Secretaries in Whole time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The report of the Secretarial Auditor is annexed to this report as Annexure V. The Secretarial Auditors'' Report for the financial year 201516 does not contain any qualification, reservation or adverse remarks.

28. Corporate Social Responsibility

Detailed information report on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the Annexure VI of this Report.

29. Details of Subsidiary / Joint Ventures / Associate Companies

Company is having six subsidiaries and two associate companies. The statement containing the summarized financial position of the subsidiary/Associates/Joint Ventures pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules, 2014, is contained in Form AOC-1 which form part of the Annual Report as Annexure VII.

30. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. AVK & Associates, Chartered Accountants (registration number: 002638N) were appointed by the shareholders at the 20th annual general meeting to hold office until the conclusion of the 23rd annual general meeting, subject to ratification by shareholders at each annual general meeting.

The members are requested to ratify the appointment of M/s. AVK & Associates, Chartered Accountants, (registration number: 002638N) as statutory auditors of the Company and to fix their remuneration for the year 2016-17.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditors conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended ratification of their appointment as auditors for the aforesaid period.

The observations made in the Auditors'' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.

31. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company''s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors'' certificate on compliance with the mandatory provisions of the Corporate Governance with SEBI (LODR) Regulations, 2015

32. Consolidated Financial Results

As required under Section 129 of the Companies Act, 2013 and Clause 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

33. Cash Flow Statement

In conformity with the provisions of Listing Regulations the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2016 is annexed hereto.

34. Management Discussion and Analysis Statement

The Annual Report has a detailed chapter on Management Discussion and Analysis, which forms a part of this report.

35. Policy on Insider Trading

Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring And Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed Mr. Ajay Pratap, Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors.. The Code of Conduct is available on your Company''s website www.almondzglobal.com

36. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that :

(i) in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 at the end of the financial year 2015-16 and of the profit of the company for that period;

(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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) The directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively

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

37. Disclosure

As per the listing Regulations, corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company (www.almondzglobal.com). Policy for determining material subsidiaries of the Company is available on the website of the Company (www.almondzglobal.com). Policy on dealing with related party transactions is available on the website of the Company fwww.almondzglobal.com). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the Listing Regulations

38. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments are given in the notes to Financial Statements.

39. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavors.

For and on behalf of the Board of Directors

New Delhi ATUL KUMAR SHUKLA

August 09, 2016 Chairman

(DIN : 00121601)


Mar 31, 2014

To the Members of Almondz Global Securities Limited,

The Board of Directors submits the Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31, 2014.

1. Financial Results

Financial Results of the Company for the year are summarized as under :

(Rs. in Lacs) Year Ended Year Ended 31.03.2014 31.03.2013

Gross Income 4310.94 4860.73

Profit before Interest, 1303.98 543.38

Depreciation & Tax

Less: Interest 287.63 309.35

Less: Depreciation 229.28 232.40

Less: Provision for Tax 203.13 —

Net Profit after Tax 583.94 1.63

2. Dividend

It is felt by management of your Company that resources of the company should be conserved. Your Directors have decided not to recommend any dividend for the financial year ended 31 March 2014.

3. Standalone & Consolidated Financials

For the year ended March 31, 2014, your Company earned a total income of Rs. 4310.94 Lacs, as against previous year''s total income of Rs. 4860.73 Lacs. As per the Consolidated Accounts, the total income is Rs. 9604.29 Lacs, as against the previous year''s income of Rs. 10614.34 Lacs. The Company has earned a profit of Rs. 583.94 Lacs in the current year as compared to a profit of Rs. 1.63 Lacs in the previous year. As per the Consolidated Accounts, the net profit for the year is Rs. 537.07 Lacs as compared to Rs. 568.63 Lacs in 2012-13.

4. Human Resources

At your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. We strive to create a work environment which encourages innovation and creativity.

As on 31 March 2014, your Company has a diverse employee base with 235 employees all over India. This heterogeneous base is central to sustaining the Company''s competitive edge.

The HR function in Almondz Global has been re-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company''s future growth, as well as to achieve higher employee satisfaction. Going forward, the new structure will support greater focus

for strategic initiatives and also provide more leadership growth in the Company.

5. Consolidated Financial Results

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India.

6. Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreements with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2014 is annexed hereto.

7. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company''s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors'' certificate on compliance with the mandatory provisions of the Corporate Governance Clause (Clause 49 of the Listing Agreement) is annexed therewith.

8. Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

The Annual Report has a detailed chapter on Management Discussion and Analysis, which forms a part of this report.

9. Policy on Insider Trading

Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended till date. The Board of Directors appointed Mr. Ajay Pratap, Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre- clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The said Code, inter alia, prohibits purchase and /or sale of shares of the Company and its client companies by an insider while in possession of unpublished price sensitive information in relation to the same. The Code of Conduct is available on your Company''s website.

10. Directors'' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2013-14, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors 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 2013-14 and of the profit of the Company for the said financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the Annual Accounts on a going concern basis.

11. Subsidiary Companies

During the year under reporting, the Company had nine subsidiaries namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Wealth Advisors Ltd., Almondz Insurance Brokers Pvt. Ltd., Almondz Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary) Skiffle Healthcare Services Ltd., North Square Projects Pvt. Ltd., and Almondz Global Infra- Consultant Ltd.

Three Companies namely, Almondz Insurance Brokers Pvt. Ltd., Almondz Re-insurance Brokers Pvt. Ltd., and Almondz Debt Advisors Ltd., ceased to be subsidiaries on account of sale of shareholding in these companies.

A statement pursuant to Section 212 and 212(8) of the Companies Act, 1956 in respect of these subsidiaries is appended to the Balance Sheet. In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, the annual accounts and other reports specified in Section 212(1) in respect of the subsidiary companies have not been attached to the Balance Sheet. The Company will make available these documents / details to the investors of the Company and the subsidiary companies upon request made in this regard to the Company. In accordance with the requirements of Accounting Standard (AS-21) prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statement of the Company and its subsidiaries is annexed to this Annual Report.

12. Particulars required as per Section 212 of the Companies Act, 1956

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies as on 31 March 2014 is enclosed.

13. Fixed Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

14. Directors

During the year under report, Mr. Vinay Mehta, has resigned from office of Managing Director w.e.f. 16.07.2014. He also resigned from the Board of Director of the Company of the Company w.e.f 06.08.2014.

Mr. Navjeet Singh Sobti has been appointed as the Vice Chairman and Managing Director w.e.f. 12.08.2014.

Mr. Sanjay Tiwari retire by rotation at the ensuing 20th Annual General Meeting. Mr. Atul Kumar Shukla, Mr. Surendar Kumar Sood and Mr. Krishan Lall Khetarpaul are the Directors of the Company whose period of office is liable to retirement by rotation as per the Companies Act, 1956. They have submitted declarations that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and are eligible for appointment.

The Board recommends for their appointment as Independent Directors of the Company, to hold the office for a term upto five consecutive years commencing from 29th September, 2014.".

Mrs. Neelu Jain has been appointed as the additional Director w.e.f. 12.08.2014. She holds office up to the date of the ensuing Annual General Meeting. The Company has received the requisite notices in writing along with the necessary deposit signifying her candidature for the office of Director.

15. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the "Almondz Global Securities Employees Stock Option Scheme 2007" (''the Scheme" or "ESOS 2007") for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, no options have been granted by the Company and 250000 options lapsed.

Further, during the year under Report, pursuant to the Scheme and the terms of the grants made, an aggregate of 143336 options got vested in the optionholders as per the applicable vesting schedule of the respective grant.

Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2014. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

16. Issuance of Equity Shares

During the year under Report, the Company has not issued any equity shares.

17. Listing of Equity Shares

During the year under Report, the equity shares of your Company are listed at National Stock Exchange of India Ltd., Mumbai, and Bombay Stock Exchange Limited, Mumbai.

18. Ratings for Term Funding

During the year under report, no rating was accorded to your Company''s term borrowings.

19. Auditors & Auditors'' Report

The Company, in terms of Section 139 (1) and (2) of the Companies Act, 2013, is required to appoint statutory auditors for a term of five consecutive years i.e., till the conclusion of sixth annual general meeting and ratify their appointment, during the period, in every annual general meeting by an ordinary resolution.

The period for which any firm has held office as auditor prior to the commencement of the Companies Act, 2013 will be taken into account for calculating the period of five consecutive years, as per the fourth proviso to Section 139(2) of the Companies Act, 2013 read with Rule 6(3) of the Companies (Audit and Auditors) Rules, 2014.

M/s. AVK & Associates, who were appointed as statutory auditors of the Company, at the annual general meeting held on 23rd September 2013, are eligible to be appointed for the remaining period of 3 years out of the first term of five consecutive years in terms of the Companies Act, 2013.

The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the aforesaid period.

The observations made in the Auditors'' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments.

20. Secretarial Auditors

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

Accordingly, M/s Ashu Gupta & Co., Company Secretaries, Delhi have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders.

21. Particulars of Employees

Information as required under Section 217(2A) of the Act, read with Companies (Particulars of Employees) Rule, 1975 and any amendment thereof is given in Annexure forming part of this Report.

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your Company during 2013-14.

23. Foreign Exchange Earnings & Outgo

During the year under review, there were nil foreign exchange earnings and outgo.

24. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavours.

For and on behalf of the Board of Directors

New Delhi ATUL KUMAR SHUKLA August 12, 2014 Chairman (DIN : 00121601)


Mar 31, 2013

To the Members of Almondz Global Securities Limited, The Board of Directors submits the Annual Report of your Company together with the audited statement of accounts for the year ended March 31, 2013.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Gross Income 4860.73 6078.84

Profit before Interest, 543.38 235.05

Depreciation & Tax

Less : Interest 309.35 318.18

Less : Depreciation 232.40 309.13

Less:Provision for Tax (24.65)

Net Profit after Tax 1.63 (368.74)

2. Dividend

Based on your Company''s performance, your Directors do not recommend dividend for the financial year ended 31 March 2013.

3. Standalone & Consolidated Financials

For the year ended March 31, 2013, your Company earned a total income of Rs. 4860.73 Lacs, as against previous year''s total income of Rs. 6078.84 Lacs. As per the Consolidated Accounts, the total income is Rs. 10614.34 Lacs, as against the previous year''s income of Rs. 10869.98 Lacs. The Company has incurred a profit of Rs. 1.63 Lacs in the current year as compared to a loss of Rs. 368.74 Lacs in the previous year. As per the Consolidated Accounts, the net profit for the year is Rs. 568.63 Lacs as compared to Rs. 21.67 Lacs in 2011-12.

4. Human Resources

At your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. We strive to create a work environment which encourages innovation and creativity.

As on 31 March 2013, your Company has a diverse employee base with 370 employees all over India. This heterogeneous base is central to sustaining the Company''s competitive edge.

The HR function in Almondz Global has been re-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company''s future growth, as well as to achieve higher employee satisfaction.

Going forward, the new structure will support greater focus for strategic initiatives and also provide more leadership growth in the Company.

5. Consolidated Financial Results

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

6. Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreements with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2013 is annexed hereto.

7. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company''s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors'' certificate on compliance with the mandatory provisions of the Corporate Governance Clause (Clause 49 of the Listing Agreement) is annexed therewith.

8. Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

The Annual Report has a detailed chapter on Management Discussion and Analysis, which forms a part of this report.

9. Policy on Insider Trading

Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended till date. The Board of Directors appointed Mr. Ajay Pratap, Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre- clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The said Code, inter alia, prohibits purchase and/or sale of shares of the Company and its client companies by an insider while in possession of unpublished price sensitive information in relation to the same. The Code of Conduct is available on your Company''s website.

10. Directors'' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements 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 2012-13 and of the profit of the Company for the said financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the Annual Accounts on a going concern basis.

11. Subsidiary Companies

During the year under reporting, the Company had six subsidiaries namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Retail Equity Ltd., Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary) and Skiffle Healthcare Services Ltd.

Out of the aforesaid, Almondz Retail Equity Ltd. and Almondz Debt Advisors Ltd., have not started operating during the year under report as the said companies are still in the process of finalizing plans.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated

Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and that of its respective subsidiaries.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f ) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend for exemption from attaching the said documents with the Balance Sheet of the Holding company.

1. The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them;

2. The company shall give Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiaries companies along with exchange rate as on closing day of the financial year.

12. Particulars required as per Section 212 of the Companies Act, 1956

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies as on 31 March 2013 is enclosed.

13. Fixed Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

14. Directors

Mr. Atul Kumar Shukla and Mr. Surendar Kumar Sood, Directors, retire by rotation at the ensuing 19th Annual General Meeting.

Mr. Sita Ram Bansal non executive and independent director had ceased to be Director of the Company due to his sudden demise on 8 November 2012.

15. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the "Almondz Global Securities Employees Stock Option Scheme 2007" (''the Scheme" or "ESOS 2007") for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the share- holders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, no options have been granted by the Company and 293300 options lapsed.

Further, during the year under Report, pursuant to the Scheme and the terms of the grants made, an aggregate of 423333 options got vested in the optionholders as per the applicable vesting schedule of the respective grant.

Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2013. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

16. Issuance of Equity Shares

During the year under Report, the Company has not issued any equity shares.

17. Listing of Equity Shares

During the year under Report, the equity shares of your Company are listed at National Stock Exchange of India Ltd., Mumbai, and Bombay Stock Exchange Limited, Mumbai.

18. Ratings for Term Funding

During the year under report, no rating was accorded to your Company''s term borrowings.

19. Auditors & Auditors'' Report

The Statutory Auditors, M/s AVK & Associates, Chartered Accountants (Firm Registration No. 002638N), of your Company are due for retirement at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Certificates have been received from them to the effect that their re-appointment as Auditors of the Company, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of Listing Agreement. Your Directors recommend their re-appointment for the ensuing year, i.e. FY 2013-14.

The members are requested to re-appoint M/s AVK & Associates, Chartered Accountants, as the Statutory Auditors of the Company, for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The observations made in the Auditors'' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

20. Particulars of Employees

Information as required under Section 217(2A) of the Act, read with Companies (Particulars of Employees) Rule, 1975 and any amendment thereof is given in Annexure forming part of this Report.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your Company during 2012-13.

22. Foreign Exchange Earnings & Outgo

During the year under review, foreign exchange earnings and outgo were as under :

Earnings : Nil

Outgo : Rs. 20,000/-

23. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support.

For and on behalf of the Board of Directors

ATUL KUMAR SHUKLA

New Delhi Chairman

August 13, 2013


Mar 31, 2012

To the Members of Almondz Global Securities Limited,

The Board of Directors submits the Annual Report of your Company together with the audited statement of accounts for the year ended March 31, 2012.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year Ended Year Ended

31.03.2012 31.03.2011

Gross Income 6078.84 7846.78 Profit before Interest, 264.76 1629.48 Depreciation & Tax

Less: Interest 349.01 432.44

Less: Depreciation 309.14 271.97

Less : Provision for Tax (24.65) 268.82

Net Profit after Tax (368.74) 656.25



2. Dividend

Based on your Company's performance, your Directors do not recommend dividend for the financial year ended 31 March 2012.

3. Standalone & Consolidated Financials

For the year ended March 31, 2012, your Company earned a total income of Rs. 6078.84 Lacs, as against previous year's Rs. 7846.78 Lacs. As per the Consolidated Accounts, the total income is Rs. 10869.79 Lacs, as against the previous year's Rs. 10029.33 Lacs. The Company has incurred a loss of Rs. 368.74 Lacs in the current year as compared to profit of Rs. 656.25 Lacs in the previous year. As per the Consolidated Accounts, the net profit for the year is Rs. 21.67 Lacs as compared to Rs. 988.09 Lacs in 2010-11.

4. Human Resources

At your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. We strive to create a work environment which encourages innovation and creativity.

As on 31 March 2012, your Company has a diverse employee base with 370 employees all over India. This heterogeneous base is central to sustaining the Company's competitive edge.

The HR function in Almondz Global has been re-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company's future growth, as well as to achieve higher employee satisfaction.

Going forward, the new structure will support greater focus for strategic initiatives and also provide more leadership growth in the Company.

5. Consolidated Financial Results

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.

6. Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreements with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2012 is annexed hereto.

7. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company's commitment at adopting good Corporate Governance Practices is enclosed. The Auditors' certificate on compliance with the mandatory provisions of the Corporate Governance Clause (Clause 49 of the Listing Agreement) is annexed therewith.

8. Corporate Governance Report and Management Discussion and Analysis Statement

A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

The Annual Report has a detailed chapter on Management Discussion and Analysis, which forms a part of this report.

9. Policy on Insider Trading

Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended till date. The Board of Directors appointed Mr. Ajay Pratap, Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre- clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. All the directors, Senior Management Personnel and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company or its client/s, are covered under the said Code. The Directors, Senior Management Personnel, designated employees, and their dependent relatives, are restricted in dealing in the shares of the Company or its clients while in possession of unpublished price sensitive information about the Company or its clients, as the case may be. Further, the aforesaid persons are restricted in dealing in shares of the Company during closed "Trading Window". All the Directors, senior management personnel and other designated employees of the Company are restricted from entering into opposite transactions, i.e., buy or sell any number of shares during the next six months following the prior transaction, and they are also restricted from taking any positions in derivative transactions in the shares of the Company at any time, as per the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2008.

The Code of Conduct is available on your Company's website.

10. Directors' Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("Act"), and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2011-12, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements 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 2011-12 and of the profit of the Company for the said financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the Annual Accounts on a going concern basis.

11. Subsidiary Companies

During the year under reporting, the Company had six subsidiaries namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Retail Equity Ltd., Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary).

Out of the aforesaid, Almondz Retail Equity Ltd. and Almondz Debt Advisors Ltd., have not started operating during the year under report as the said companies are still in the process of finalizing plans.

In terms of general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies have not been attached with the Balance Sheet of the Company. The Company will make available these documents and related detailed information upon request by any shareholder of the Company / subsidiary interested in obtaining the same.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its Subsidiaries. The Financial Statements of the subsidiary companies are also available for inspection by the shareholders at the Registered Office of the Company and that of its respective subsidiaries.

The following information in aggregate for each subsidiary has been disclosed in the consolidated balance sheet (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend for exemption from attaching the said documents with the Balance Sheet of the Holding company.

1. The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them;

2. The company shall give Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiaries companies along with exchange rate as on closing day of the financial year.

12. Particulars required as per Section 212 of the Companies Act, 1956

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies as on 31 March 2012 is enclosed.

13. Fixed Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

14. Directors

During the year under Report, Mr. David John Wilson (as nominated by Al Anwar Holdings SAOG, Sultanate of Oman) had resigned from the directorships of the Company w.e.f. 8 August 2011, and in his place, Mr. Abdul Redha Mustafa Abdul Redha Sultan had been inducted (as nominated by Al Anwar Holdings SAOG) as Additional Director of the Company w.e.f. 11 November 2011. As per the provisions of Section 260 of the Companies Act, 1956, Mr. Abdul Redha Mustafa Abdul Redha Sultan shall hold office only up to the date of the ensuing 18th Annual General Meeting of the Company. The Company has received notice under Section 257 of the Act along with the requisite deposit, in respect of the abovestated person, proposing his appointment as an Ordinary Director of the Company retirable by rotation.

Mr. Shiv Karan Singh non executive and independent director has resigned from the Board of Directors of the Company on 24 April 2012.

Mr. Sita Ram Bansal and Mr. Krishan Lall Khetarpaul, Directors, retire by rotation at the ensuing 18th Annual General Meeting.

15. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the "Almondz Global Securities Employees Stock Option Scheme 2007" ('the Scheme" or "ESOS 2007") for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March

4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, 550000 options have been granted by the Company and 302500 options lapsed.

Further, during the year under Report, pursuant to the Scheme and the terms of the grants made, an aggregate of 333496 options got vested in the optionholders as per the applicable vesting schedule of the respective grant.

Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999 are set out in the Annexure to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2012. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

16. Issuance of Equity Shares

During the year under Report, under the "Almondz Global Securities Employees Stock Option Scheme 2007", out of ESOS Series 'D', an aggregate of 400000 options; were exercised by the respective grantee-employees, which were allotted by your Company on August 8, 2011.

17. Listing of Equity Shares

During the year under Report, the equity shares of your Company are listed at National Stock Exchange of India Ltd., Mumbai, and Bombay Stock Exchange Limited, Mumbai.

18. Ratings for Term Funding

During the year under report, no rating was accorded to your Company's term borrowings.

19. Auditors & Auditors' Report

M/s. B S R & Co., Chartered Accountants, Gurgaon (Haryana) were appointed as Statutory Auditors of the Company at the last Annual General Meeting held on September 29, 2011. The Statutory Auditors of the Company had resigned and had submitted a letter dated 26 June 2012 to your Company, intimating us of this fact, therefore creating casual vacancy in the office of Auditors. The casual vacancy caused by resignation of the Statutory Auditors was filled by appointing M/s AVK & Associates Chartered Accountants, New Delhi (Membership No. 002638N) as Auditors of the Company for the period from 4th August 2012 till the conclusion of forth coming Annual General Meeting.

Now, the Statutory Auditors, M/s AVK & Associates, Chartered Accountants (Firm Registration No. 002638N), of your Company are due for retirement at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. Certificates have been received from them to the effect that their re- appointment as Auditors of the Company, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of Listing Agreement. Your Directors recommend their re-appointment for the ensuing year, i.e. FY 2012-13.

The members are requested to re-appoint M/s AVK & Associates, Chartered Accountants, as the Statutory Auditors of the Company, for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Auditors' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

20. Particulars of Employees

The Ministry of Corporate Affairs, by notification dated 31 March 2011, issued the Companies (Particulars of Employees) Amendment Rules, 2011, which amended the limits of remuneration of the employees mentioned under Companies (Particulars of Employees) Rule, 1975. Accordingly, as per the Companies (Particulars of Employees) Amendment Rules, 2011 read with the provisions of Section 217(2A) of the Companies Act, 1956, details of the names and other particulars of employees drawing remuneration aggregating to more than Rs. 60,00,000 (Rupees Sixty Lacs) per annum, and Rs. 5,00,000 (Rupees Five Lacs) per month, are required to be attached to this report. Accordingly, the requisite information is given in an Annexure forming part of this Report.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your Company during 2011-12.

22. Foreign Exchange Earnings & Outgo

During the year under review, foreign exchange earnings and outgo were as under:

Earnings : Rs. 4896851/-

Outgo : Rs. 41095/-

23. Acknowledgements

Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock

Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.

Your Directors are grateful to the Company's clients, investors, bankers and other business associates for their continued support.

Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavours.

For and on behalf of the Board of Directors

ATUL KUMAR SHUKLA

New Delhi Chairman August 13, 2012


Mar 31, 2010

The Board of Directors submits the Annual Report of your Company together with the audited statement of accounts for the year ended March 31, 2010.

1. Financial Results

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year Ended Year Ended

31.03.2010 31.03.2009

Gross Income 7932.45 6986.53

Profit before Interest, Depreciation & Tax 2045.43 1462.82

Less : Interest 162.62 252.25

Less : Depreciation 189.78 196.71

Less : Provision for Tax 615.46 413.46

Net Profit after Tax 1077.57 600.40

Profit / (Loss) brought forward 2349.79 1838.27

Profits available for Appropriation 3427.36 2438.67

Appropriations :

Transfer to General Reserve - -

Transfer as Proposed Dividend 106.35 75.97

Corporate Dividend Tax 18.07 12.91

Profit/(Loss) carried to Balance Sheet 3302.94 2349.80

2. Dividend

Based on your Company’s performance, your Directors recommend for your consideration a dividend of Rs. 0.42 per Equity

Share of Rs. 6/- each for the financial year ended 31 March, 2010. The final outgo on dividend is as under :

(in Rs.)

Current Year Previous Year

2009-10 2008-09

On 25321767 fully paid-up equity shares of Rs. 6/- each, @ Rs. 0.42 per share 10635142.14 -

(Previous Year – Final Dividend)

On 25321767 fully paid-up equity shares of Rs. 6/- each, @ Rs. 0.30 per share - 7596530.10

Corporate Dividend Tax 1807442.00 1291030.00

As abovementioned, the total outflow on dividend payout will be Rs. 12442584.14 which would translate to 11.55% of the profits of the Company.

3. Transfer to Reserves

Since your Company has declared dividend @ 7%, accordingly, in terms of the provisions of Companies (Transfer of Profits to Reserves) Rules, 1975, no transfer is required to be made to the General Reserve out of the amount available for appropriations and accordingly the surplus carried to the Balance Sheet amounted to Rs. 3302.94 Lacs.

4. Operating Results and Business

For the year ended March 31, 2010, the Company earned a total income of Rs. 7932.45 Lacs, as against previous year’s Rs. 6986.53 Lacs. As per the Consolidated Accounts, the total income was Rs. 8297.07 Lacs, as against the previous year’s Rs. 7092.05 Lacs. The net

profit of the Company for the year was Rs. 1077.57 Lacs (13.58% of total income) as compared to Rs. 600.40 Lacs (8.59% of total income) in the previous year. As per the Consolidated Accounts, the net profit for the year was Rs. 1097.93 Lacs (13.23% of total income) as compared to Rs. 548.25 Lacs (7.73% of total income) in 2008-09.

5. Human Resource Development

At your Company, employees continue to be the key driving force of the organization and remain a strong source of our competitive advantage. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. We strive to create a work environment which encourages innovation and creativity.

As on 31 March 2010, your Company has a diverse employee base with 480 employees all over India. This heterogeneous base is central to sustaining the Company’s competitive edge.

The HR function in Almondz Global has been re-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company’s future growth, as well as to achieve higher employee satisfaction. Going forward, the new structure will support greater focus for strategic initiatives and also provide more leadership growth in the Company.

6. Consolidated Financial Results

As required under Clause 32 of the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India.

7. Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreements with the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2010 is annexed hereto.

8. Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders’ value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

A detailed report on the Company’s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors’ certificate on compliance with the mandatory provisions of the Corporate Governance Clause (Clause 49 of the Listing Agreement) is annexed therewith.

9. Corporate Governance Report and Management Discussion and Analysis Statement A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement.

10. Policy on Insider Trading

Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended till date. The Board of Directors appointed Mr. Rajiv L. Jha, Vice President & Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures,

monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The said Code, inter alia, prohibits purchase and /or sale of shares of the Company and its client companies by an insider while in possession of unpublished price sensitive information in relation to the same. The Code of Conduct is available on your Company’s website.

11. Directors’ Responsibility Statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 (“Act”), and based on the representations received from the operating management, the Directors hereby confirm that :

i. in the preparation of the Annual Accounts for the year 2009-10, the applicable Accounting Standards have been followed and there are no material departures;

ii. they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgements 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 2009-10 and of the profit of the Company for the said financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the Annual Accounts on a going concern basis.

12. Holding Company

During the year under Report, your Company acquired 51% stake in one of its Group companies namely Almondz Insurance Brokers Pvt. Ltd., thereby making the aforesaid company and its subsidiary namely Almondz Reinsurance Brokers Pvt. Ltd., the subsidiaries (direct and step-down) of your Company.

Prior to acquisition of 51% stake by your Company in Almondz Insurance Brokers Pvt. Ltd. (AIBPL), AIBPL was holding 33334 equity shares in your Company as allotted to AIBPL pursuant to the Scheme of Amalgamation between the erstwhile Almondz Capital Markets Pvt. Ltd. with your Company vide Hon’ble High Court of Delhi Order dated 5 February 2008. The paid-up capital of your Company as on 31 march 2010 comprised of 25321767 equity shares of Rs. 6/- each. Pursuant to the provisions of Section 42(3) of the Companies Act, 1956, the aforesaid 33334 equity shares held by AIBPL in your Company have no right to vote at the meetings of your Company thereby leading to the reduction in the number of voting equity shares comprising the paid-up capital of your Company as at 31 March 2010 in the Consolidated Accounts. Based on the aforesaid, the shareholding of one of the promoters of your Company namely Almondz Capital & Management Services Limited (12653314 equity shares) in your Company as on 31 March 2010 constituted 50.03%, thereby making Almondz Capital & Management Services Limited as the Holding company of your Company pursuant to the provisions of Section 4 of the Companies Act, 1956.

13. Subsidiary Companies

During the year under reporting, the Company had five subsidiaries namely Almondz Finanz Ltd., Almondz Commodities Pvt. Ltd., Almondz Retail Equity Ltd., Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary).

Out of the aforesaid, Almondz Retail Equity Ltd. has not started operating during the year under report as the said company is still in the process of finalizing plans.

In terms of the approval granted by the Ministry of Corporate Affairs (MCA), Government of India, vide its letter No. 47/500/2010-CL-III dated June 17, 2010, the provisions of section 212(1) shall not apply in respect of all the five (5) Subsidiaries of your Company, as on March 31, 2010 namely Almondz Commodities Pvt. Ltd., Almondz Finanz Ltd., Almondz Retail Equity Ltd, Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers Pvt. Ltd. The said exemption has been granted on the condition, inter alia, of presenting the Audited Consolidated Accounts / Financial Statements of your Company and its Subsidiary Companies prepared in strict compliance with the Accounting Standard (AS-21) and Listing Agreement as prescribed by Securities and Exchange Board of India (SEBI) along with the standalone Audited Accounts/Financial Statements of the Company. In terms of the said exemption, the Audited Balance Sheets as at the March 31, 2010 and Profit and Loss Accounts for the year ended as on that date together with the Reports of Directors’ and Auditors’ thereon of the said Subsidiaries have not been attached with the Balance Sheet of your Company for the financial year ended March 31, 2010. The Company will make available the annual accounts of the aforesaid subsidiary companies and the related detailed information to its investors as well as to the investors of its subsidiary companies at any point of time. The annual accounts of the aforesaid subsidiary companies will also be kept for inspection by any investor during business hours at our Registered Office and respective registered offices of the subsidiaries besides your Company shall furnish a hard copy of accounts of subsidiaries to any shareholder on demand.

Following information in aggregate for each subsidiary are also disclosed in one page after the consolidated accounts : (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend. Further, the details of the accounts of individual subsidiary companies are also put on your Company’s website www.almondzglobal.com

14. Particulars required as per Section 212 of the Companies Act, 1956

The Statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the Subsidiary Companies as on 31 March 2010 is enclosed.

15. Fixed Deposits

During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

16. Directors

During the year under Report, Mr. Amarjyot Singh Anand ceased to be a Director of the Company on account of vacation of his office under the provisions of Section 283(1)(g) of the Companies Act, 1956 w.e.f. 29 July 2009. Further, Mr. Surendar Kumar Sood had been appointed as an Additional Director on 29 July 2009 who was later on appointed as a Director retireable by rotation at the 15th Annual General Meeting held on 24.09.2009.

Mr. Sita Ram Bansal and Mr. Krishna Kumar Gupta, Directors, retire by rotation at the ensuing 16th Annual General Meeting.

On 28 May 2010, Mr. Shiv Karan Singh has been inducted on the Board of Directors of the Company as an Additional Director of the Company. As per the provisions of Section 260 of the Companies Act, 1956, he shall hold office only up to the date of the ensuing 16th Annual General Meeting of the Company. The Company has received notice under Section 257 of the Act along with the requisite deposit, in respect of the above person, proposing his appointment as Ordinary Director of the Company retirable by rotation.

17. Employees Stock Option Plan

To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the “Almondz Global Securities Employees Stock Option Scheme 2007” (‘the Scheme” or “ESOS 2007”) for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot.

However, with the passage of time, it was felt to make some changes / amendments in the existing Scheme to suit the present & future business requirements which could be applicable to all the future grants made under the Scheme in line with several peer companies who adopted multiple vehicles to drive different objectives such as performance and retention while at the same time limit dilution.

Accordingly, the extant Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.

During the year under Report, on June 9, 2009, and January 29, 2010, the Compensation Committee of the Board of Directors granted 185000 options and 700000 options, respectively, to the eligible employees, each option conferring on the concerned employee a right for one equity share of Rs. 6/- each.

Besides, on May 28, 2010, the Compensation Committee of the Board of Directors further granted 105000 options to the eligible employees, each option conferring on the concerned employee a right for one equity share of Rs. 6/- each.

During the year under Report, 250000 options lapsed on account of cessation of employment of the optionholders.

Further, during the year under Report, pursuant to the Scheme and the terms of the grants made, an aggregate of 1750000 options got automatically vested in the optionholders on expiry of one year from the respective grants.

Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2010. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

18. Listing of Equity Shares

During the year under Report, the equity shares of your Company are listed at National Stock Exchange of India Ltd., Mumbai, and The Bombay Stock Exchange Limited, Mumbai.

Further, during the year under Report, the equity shares of the Company had been voluntarily delisted from Delhi Stock Exchange Ltd. w.e.f. 07.09.2009 vide their letter bearing Ref. DSE / LIST / 8510 / R / 3737 dated September 9, 2009.

19. Ratings for Term Funding

During the year under report, no rating was accorded to your Companys term borrowings.

20. Membership of Currency Derivatives and Interest Rate Futures Segments at National Stock Exchange of India Ltd.

In order to provide a liquid, transparent and vibrant market for foreign exchange rate risk management, SEBI and RBI allowed trading in currency futures for the first time in India based on the USD-INR exchange rate. In the context of liberalisation of the capital accounts, as also continued development of the financial markets, it was felt that wider hedging opportunities could enhance the flexibility for the resident Indians to manage their currency risk dynamically. It is also an established fact that the exchange traded currency futures contracts facilitate efficient price discovery, enable bet ter counterparty credit risk management, wider participation, trading of standardized product, reduce transaction costs, etc. Accordingly, as a part of further developing the derivatives market in India and adding to the existing menu of foreign exchange hedging tools available to the residents, National Stock Exchange of India Ltd. (NSE) took initiative to offer trading platform in “Exchange Traded Currency Futures” to its existing and new members by way of its membership. Further, as the Company was already a member of NSE under equity segment and in order to diversify its bouquet of services to its valued clients, your Company, during the year under Report, obtained the membership of the Currency Derivative Segment of NSE.

Besides, during the year under Report, NSE launched Interest Rate Derivatives (IRD), a sub-segment of the Currency Derivatives Segment, focusing on the Debt market which comprises of primary as well as secondary market for Debt instruments - both sovereign and corporate. The need for interest rate derivatives comes from the fact that interest rate risk affects not only the financial sector, but also the corporate and household sectors. The banks, insurance companies, primary dealers and provident funds bear a major portion of the interest rate risk on account of their exposure to government securities. As such, these entities need a credible institutional hedging mechanism. Today, with a large stock of household financial savings on the assets side and an increasing quantum of housing loans on the liabilities side, interest rate risk is becoming increasingly important for the household sector as well.

Accordingly, during the year under Report, being a member of NSE under Equity Derivative Segment and in order to diversify its bouquet of services to its valued clients, your Company obtained the membership of the Interest Rate Derivatives Segment of NSE.

21. Auditors & Auditors’ Report

The auditors, M/s. B S R & Co., Chartered Accountants (Firm Registration No. 101248W), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

The members are requested to re-appoint M/s B S R & Co., Chartered Accountants, as the Statutory Auditors of the Company, for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The observations made in the Auditors’ Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956, except the following :

1. In Point No. (vii) read with Point No. (viii) of the Auditors’ Report, the Auditors have drawn the attention to the payment of excess remuneration to the managerial personnel during financial year 2007-08 for the reasons mentioned therein. To that, your Company applied to the Central Government (Ministry of Corporate Affairs) pursuant to the applicable

provisions of the Companies Act, 1956 for waiver from recovery of the excess remuneration paid to the managerial personnel of the Company during financial year 2007-08. Meanwhile, your Company received the aforesaid approval from Ministry of Corporate Affairs vide its letter bearing Ref. File No. A46129623 dated 7th June 2010 granting waiver from recovery of excess remuneration paid to the managerial personnel as aforesaid.

2. In Point 14 of the Annexure to Auditors’ Report, the Auditors have drawn the attention that “………………… except for investment in equity shares of other companies amounting to Rs. 350000/- which are not held in the name of the Company and investments in equity shares amounting to Rs. 50000/- which are not physically available / misplaced. The carrying value of these shares has been fully provided for in the books of account.”

The comments of your directors on the aforesaid are as under :

The Equity Shares of Rs. 300000/- at cost (carrying value Rs. 3000/-) pertains to M/s Dijit Prognosys Pvt. Ltd. which were not held in your Company’s name. The said Dijit Prognosys is untraceable (even at its Registered Office Address as appearing on the MCA website), and hence these shares could not be transferred in the name of your Company. The equity shares of Rs. 50000/- at cost (carrying value Rs. 20000/-) pertains to 2500 Equity Shares of M/s Ecoplast India Ltd. and 3000 Equity Shares of M/s Vantech Industries Ltd., the physical certificates of which have been misplaced. Regarding equity shares of M/s Ecoplast India Ltd., your Company is in communication with their Registrar and hope to get the shares transferred. Regarding equity shares of M/s Vantech Industries Ltd., the said company went into liquidation.

22. Particulars of Employees

Information as required under Section 217(2A) of the Act, read with the Companies (Particulars of Employees) Rules, 1975, is given in an Annexure forming part of this Report.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your Company during 2009-10.

Foreign Exchange Earnings & Outgo

During the year under review, foreign exchange earnings and outgo were as under :

Earnings : Nil

Outgo : Rs. 219103/-

24. Acknowledgements

We thank our valued clients, investors and bankers for their continued support during the year under Report.

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, customers, and other business associates. Your Directors gratefully acknowledge the cooperation and support provided by Central and State Governments and all Regulatory bodies.

Your Directors also place on record their deep appreciation for the exemplary contribution made by the employees at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company’s growth.

For and on behalf of the Board of Directors



New Delhi ATUL KUMAR SHUKLA

August 13, 2010 Chairman

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