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Directors Report of Capri Global Capital Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the Twenty First Annual Report and the audited statement of accounts of your Company for the year ended March 31, 2015.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Standalone Consolidated 2014-15 2013-14 2014-15 2013-14

Total revenue 19,216.08 16,617.84 20,607.96 17,113.71

Expenses 5,269.61 4,105.06 5,315.26 4,219.79

Profit before Depreciation, Tax & exceptional 13,946.47 12,512.79 15,292.70 12,893.92 Items (PBDT)

Less: Depreciation 358.78 253.42 383.10 271.37

Profit before Tax & exceptional Items 13,587.69 12,259.35 14,909.60 12,622.55

Less: Exceptional Items - - - 304.83

Less: Provisions for taxation 5,069.36 4,083.34 5,385.95 4,094.83 Profit after Tax (Pat) 8,518.33 8,176.01 9,523.65 8,222.89

Add: Balance brought forward from previous year 33,902.48 28,840.77 35,823.15 30,714.58

balance available for appropriations 42,420.81 37,016.80 45,346.80 38,937.47

Appropriations

General Reserve 700.00 850.00 700.00 850.00

Statutory Reserve 1,850.00 1,650.00 1,850.00 1,650.00

Dividend on Equity Shares 525.40 525.08 525.40 525.08

Tax on Dividend 106.96 89.24 106.96 89.24

Depreciation Charged off as per Revised Depreciation 7.36 - 10.81 - Guidelines

balance Carried to balance sheet 39,231.08 33,902.48 42,153.63 35,823.15 RESULTS OF OPERATIONS AND STATE OF AFFAIRS

The highlights of the performance during the year under review are as under:

- Total Revenue increased by 15.64% to Rs.19,216.08 lacs (Previous year Rs. 16,617.84 lacs).

- PBDT increased by 11.46% to Rs.13,946.47 lacs (Previous year Rs.12,512.79 lacs).

- PAT increased by 4.19% to Rs.8,518.33 lacs (Previous year Rs.8,176.01 lacs).

- Loan book increased by 29.28% to Rs.95,167.99 lacs (Previous year Rs.73,616.14 lacs).

The increase in the Total Revenue, PBDT and PAT during the year is attributable to larger deployment of funds and recovery of dues during the year.

The consolidated Total Revenue increased by 20.42% to Rs.20,607.96 lacs from Rs.17,113.71 lacs of previous year and the consolidated PBDT increased by 18.60% to Rs.15,292.70 lacs from Rs.12,893.92 lacs of previous year. The consolidated PAT increased by 15.82% to Rs.9,523.65 lacs from Rs.8,222.89 lacs of previous year. Increased performance of the Company on consolidated basis is due to income on sales of investments held by the subsidiaries.

The operations during the year were focused on growing the loan book of the Company by lending to both - the Corporate and Micro Small & Medium Enterprises sectors (MSME). MSME Lending vertical grew the loan book to Rs.44,592.37 lacs (Previous year Rs.23,105.44 lacs), while the Wholesale Lending vertical maintained a steady pace and achieved a book size of Rs.50,571.10 lacs (Previous year Rs.50,510.70 lacs).

ASSET GROWTH

Total Assets of the Company stood at Rs.1,13,252.34 lacs as compared to Rs.97,020.70 lacs during the last year, showing an increase of 16.73%.

CAPITAL ADEQUACY RATIO

Your Company''s total Capital Adequacy Ratio (CAR), as of March 31, 2015, stood at 89.68% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%.

STANDARD ASSETS'' PROVISIONING

Pursuant to the Notification No. DNBS.222/CGM (US)-2011 dated 17th January, 2011 issued by the RBI for making a general provision at 0.25% on the outstanding Standard Assets of NBFCs, your Company has made provision at 0.50% exceeding the statutory requirements.

Further, the Company has decided to create additional Floating Provision @1.50% of Standard Assets over and above the statutory requirement, which would be available for adjustment against Provision on Sub-standard Assets.

DIVIDEND

The Directors of the Company have recommended a dividend of Rs.1.50/- (15%) per Equity Share for the financial year ended on March 31, 2015. The dividend on Equity Shares, if approved by the shareholders at the 21st Annual General Meeting, would amount to Rs.632.36 lacs (inclusive of dividend distribution tax amount of Rs.106.96 lacs) and will be paid to those members whose names appear on the Register of Members of the Company as on July 11, 2015.

TRANSFER TO RESERVES

The Company transferred an amount of Rs.700 lacs to the General Reserves during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement, is provided as a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statement of the Company prepared in accordance with applicable Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is provided in the Annual Report.

SUBSIDIARY COMPANIES

As on March 31, 2015, the Company has the following subsidiaries:

1. Capri Global Housing Finance Private Limited

2. Capri Global Investment Advisors Private Limited

3. Capri Global Distribution Company Private Limited

4. Capri Global Finance Private Limited

5. Capri Global Research Private Limited; and

6. Capri Global Resources Private Limited

The audited financial statements, the Auditors Report thereon and the Board''s Report for each of the Company''s subsidiaries for the year ended March 31, 2015 are available on the website of the Company. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Performance and Financial Position of each of the Subsidiaries

A report on the performance and financial position of each of the subsidiaries as per the Companies Act, 2013 is provided as Annexure -I to the Consolidated Financial statement and hence not repeated here.

Material Subsidiaries

There are no material subsidiaries of the Company. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company''s website at link: http://www.cgcl.co.in/images/Downloads/Policy%20on%20 Material%20Subsidiaries_1.pdf

Merger of Subsidiaries with the Company

The Board of Directors of the Company at its meeting held on December 17, 2014 has approved the Scheme of Amalgamation (''Scheme'') of Capri Global Distribution Company Private Limited, Capri Global Finance Private Limited, Capri Global Investment Advisors Private Limited and Capri Global Research Private Limited with Company and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956.

The Appointed Date for the merger is April 1, 2015. The Scheme has already received the Observation Letter from the Bombay Stock Exchange Limited & National Stock Exchange of India Limited and the approval of RBI. The Company has filed an Application with the Hon''ble Bombay High Court and is awaiting further instructions from the Hon''ble Court. The Scheme is subject to various regulatory approvals including the Bombay High Court.

The merger of four subsidiaries with the Company would result in consolidation of resources with the Company and saving on cost of compliance and administration.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Board of Directors states that:

a) in preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern basis'';

e) the Directors have laid down proper internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that the systems are adequate and are operating effectively.

CORPORATE GOVERNANCE

The Company has been observing best governance practices and is committed to adhere to the Corporate Governance requirements on an ongoing basis. A separate section on Corporate Governance and a certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

Further, as required under Clause 49 of the Listing Agreement, a certificate from the Executive Director and Associate Director - Head of Finance & Accounts on the financial statements of your Company for the year ended on March 31, 2015, was placed before the Board at its meeting held on May 09, 2015.

RELATED PARTY TRANSACTIONS

All contracts /transactions entered by the Company during the year with related parties were on an arm''s length basis and were in the ordinary course of business. During the year,

the Company has not entered into any transactions which can be considered material in accordance with the policy of the Company.

The policy dealing with related party transaction as approved by the Board may be accessed on the Company''s website at the link: http://www.cgcl.co.in/images/Downloads/Policy%20 on%20Related%20Party%20Transactions_l.pdf.

Your Directors would like to draw attention of members to Note 26 to the financial statement which sets out details of related party transactions.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.cgcl.co.in/images/Downloads/CSR_ Policy_Website.pdf

As part of its initiatives under"Corporate Social Responsibility" (CSR), the Company has undertaken projects in the area of education and vocational training of the unprivileged, women and differently-abled. These projects are in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith marked as Annexure I to this Report.

RISK MANAGEMENT

The Board of Directors of the Company has constituted Risk Management Committee in addition to the Assets Liability Management Committee (''ALCO'') which is entrusted with the responsibility to assist the Board in identification and mitigation of risks associated with the business of the Company. The details of the functioning of the Risk Management Committee and ALCO are provided in the Report on Corporate Governance forming part of this Annual Report. The Company follows a proactive risk management policy, aimed at protecting its assets and employees while at the same time ensuring growth and continuity of its business. Regular updates are made available to Board at the Board Meetings and in special cases on ad-hoc basis.

A detailed discussion on the identified risks and mitigation strategies is contained in the Management Discussion and Analysis forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal controls commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Rajesh Sharma, retires by rotation at the ensuing Annual General Meeting and offers himself for re- appointment.

During the year under review, the members approved the re-appointment of Mr. Quintin E. Primo III as a Non- executive Non-independent Director who is liable to retire by rotation and appointment of Mr. Beni Prasad Rauka, Mr. Bhagwati Prasad, Mr. Mukesh Kacker, Ms. Bhagyam Ramani and Mr. T R Bajalia as Independent Directors who are not liable to retire by rotation. The members have also appointed Mr. Sunil Kapoor as an Executive Director of the Company for a term of one year which expired on January 23, 2015 and the Board has re-appointed him for another term of one year starting from January 24, 2015, which is proposed to be approved by the members at the ensuing Annual General Meeting.

During the year under review, Mr. Anand Agarwal was appointed as Chief Financial Officer of the Company w.e.f. October 16, 2014 and he resigned on December 29, 2014.

Declaration by Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Formal Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of Independent Directors, Board, Committees and other individual Directors, process of evaluation was followed as per the Policy laid down in this regard. The manner in which the evaluation has been carried out has been explained in the Report on Corporate Governance .

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection of Directors, determining Directors independence and payment of remuneration to Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Policy is stated in the Report on Corporate Governance.

Familiarization Program

On appointment, the concerned Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company at link: http://www.cgcl.co.in/images/Downloads/ Familiarisation%20Programme%20for%20Independent%20 Directors.pdf

EMPLOYEES STOCK OPTION PLAN

The Nomination and Remuneration Committee of the Board of Directors of the Company inter alia administers and monitors the Employees Stock Options Scheme in accordance with the applicable SEBI guidelines.

During the year under review, no fresh Options were granted and 21,600 Stock Options granted earlier were vested and exercised during the year by the employees.

The applicable disclosure as stipulated under the SEBI guidelines as on March 31, 2015 with regard to Employees Stock Options Scheme are provided in Annexure II to this Report.

The Company has received a certificate from the Auditors of the Company that the Employees Stock Options Scheme has been implemented in accordance with the SEBI guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s. Karnavat & Co, Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Alwyn D''souza & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

Disclosures

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Beni Prasad Rauka (Chairman), Ms. Bhagyam Ramani, Mr. Mukesh Kacker and Mr. T R Bajalia as other members. The Audit Committee played an important role during the year. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts. All the recommendations made by the Audit Committee were accepted by the Board. Six meetings of the Audit Committee were held during the year.

Stakeholders'' Relationship Committee

The Committee has met four times during the year. With the compulsory dematerialization of the Company''s shares and electronic mode of transfers, postal dispatches which led to usual complaints, have been minimized. At the year end, 99.94% of the total shares were dematerialized with no unresolved pending investor grievances.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees. The Nomination and Remuneration Committee met five times during the year.

Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal with instance of fraud and mismanagement, if any, the details of the WBP is explained in the Report on Corporate Governance. The WBP may be accessed on the Company''s website at the link: http://www. cgcl.co.in/images/Downloads/Whistle%20Blower%20Policy- website_1.pdf

Meetings of board

Six meetings of the Board of Directors were held during the year, the details of which are provided in Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Particulars of Loans, Investments, Guarantees

Not applicable being a Non-Banking Finance Company.

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

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to conservation of energy and technology absorption are not applicable to the Company. However, the Company has been continuously and extensively using technology in its operations.

There were no foreign exchange earnings during the year. There was foreign exchange outgo of Rs.15.23 lacs during the year.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith marked as Annexure -IV to this Report.

Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as Annexure VA to this Report.

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 are provided in the Annual Report and is marked as Annexure VB to this Report.

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Reserve Bank of India Directions

Your Company is categorized as a non deposit taking systematically important (ND-SI) non-banking finance company (NBFC). Accordingly, during the year, your Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal. Your Company has complied with the directives issued by the Reserve Bank of India under the Non Banking Financial Companies (Reserve Bank of India) Directions, 2007, as amended from time to time.

Increase in share Capital

During the year, your Company has allotted 27,408 Equity shares of Rs.10/- each fully paid-up to the warrant holders on conversion of Warrants of the Company during the 5th Warrant exercise period and has allotted 21,600 Equity Shares of Rs.10/- each fully paid-up on exercise of Stock Options by the employees of the Company.

During the year under review, the Company has not issued shares with differential voting rights nor has issued any sweat equity. As on March 31, 2015, none of the Directors of the Company hold any convertible instruments of the Company.

Disclosure under sexual Harassment of Women

Company has Sexual Harassment Policy in place and available on Company''s intranet portal. During the year under review, there were no complaints from any of the employee.

Acknowledgments

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company and subsidiaries for their continued co-operation and support.

The Board of Directors would also like to place on record their sincere appreciation for the co-operation received from the Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

For and on behalf of the board

Sd/- Sd/-

sunil Kapoor rajesh sharma Executive Director Director DIN:01436404 DIN: 00020037

Place : Mumbai Date: May 09, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twentieth Annual Report and the audited statement of accounts of your Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Standalone Consolidated Particulars 2013-14 2012-13 2013-14 2012-13

Profit before Depreciation, Tax & Exceptional Items 12512.79 10,892.96 12,893.92 11,020.4

Less: Depreciation 253.42 91.13 271.37 113.9

Profit Before Tax & Exceptional Items 12,259.37 10,801.83 12,622.55 10,906.4

Less: Exceptional Items - - 304.83 -

Less: Provisions for taxation 4,083.34 3,375.25 4,094.83 3,248.1

Profit After Tax 8,176.03 7,426.57 8,222.89 7,658.2

Add: Balance brought forward from previous year 28,840.77 23,912.64 30,714.58 25,554.7

Balance available for appropriations 37,016.80 31,339.21 38,937.46 33,213.0

Appropriations

General Reserve 850.00 385.00 850.00 385.0

Statutory Reserve 1,650.00 1,500.00 1,650.00 1,500.0

Dividend on Equity Shares of Rs.10/- each 525.08 524.33 525.08 524.3

Tax on Dividend 89.24 89.11 89.24 89.1

Balance Carried to Balance Sheet 34,516.80 28,840.77 36,437.46 30,714.5

REVIEW OF OPERATIONS

The operations during the year were focused on lending to both - the Corporate and Micro Small & Medium Enterprises sectors (MSME). MSME Lending business which made a modest beginning during the last financial year, achieved a book size of Rs. 23,105 Lacs, while the wholesale lending book achieved a size of Rs. 50,511 Lacs, as the end of financial year.

The Profit before Depreciation & Taxes (PBDT) amounted to Rs. 12,512.79 Lacs as against Rs. 10,892.96 Lacs in the previous year, registering an increase of more than 15% during the year. The increase in PBDT is due to larger deployment of funds as compared to last year and recovery of dues. Amount disbursed as loans during the year were Rs. 60,275 Lacs compared to Rs. 28,832 Lacs in the previous year.

ASSET GROWTH

Total Assets of the company stood at Rs. 97,021 Lacs as compared to Rs. 89,189 Lacs during the last year, showing an increase of 8 %.

LOAN BOOK

Loan Book of the Company stood at Rs. 73,616 Lacs as at March 31, 2014 as compared to Rs. 42,599 Lacs as at 31st March, 2013, showing a growth of 73% during the year.

CAPITAL ADEQUACY RATIO

Your Company''s total Capital Adequacy Ratio (CAR), as of 31st March, 2014, stood at 93.95 % of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%.

STANDARD ASSETS'' PROVISIONING

Pursuant to the Notification No. DNBS.222/CGM (US)–2011 dated 17th January, 2011 issued by the RBI for making a general provision at 0.25 per cent on the outstanding standard assets of NBFCs, your Company has made provision at 0.50% exceeding the statutory requirements.

Further the company has decided to make a Floating Provision on Standard Assets @ 0.25% which will be available for adjustment against Provision on Sub-standard Assets.

DIVIDEND

The Directors of the Company have recommended a dividend of Rs. 1.50/- per Equity Share of face value of Rs. 10/- each fully paid-up of the Company for the current financial year . The dividend on Equity Shares, if approved by the shareholders at the 20th Annual General Meeting, would amount to Rs. 614.32 lacs (including dividend tax of Rs. 89.24 lacs) and will be paid to those members whose names appear on the Register of Members of the Company as on 26th July, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under clause 49 of the Listing Agreement with the Stock Exchanges, is provided as a separate statement in this Annual Report.

5TH & LAST WARRANT EXERCISE PERIOD & ALLOTMENT OF SHARES

5th Warrants exercise period commenced on 27th December, 2013 and ended on 26th March, 2014 as per the revised schedule approved by the warrants holders in their meeting held on 16th December, 2009. The Warrant conversion price for the 5th exercise period was fixed at Rs. 109.62 per warrant (inclusive of premium of Rs. 99.62 per share).

Warrant holders holding 27,408 warrants have tendered their application for conversion and were allotted 27,408 Equity Shares of Rs. 10/- each fully paid-up on 2nd April, 2014.

INCREASE IN SHARE CAPITAL

During the year your Company has allotted 42,994 Equity shares of 10/- each fully paid-up on conversion of Warrants by the warrant holders of the Company during the 4th Warrant exercise period and has allotted 22,500 Equity Shares of Rs. 10/- each fully paid-up on exercise of Stock Options.

DIRECTORS

The Board inducted Mr. Sunil Kapoor as Additional Director and also appointed him as Executive Director of the Company. It is proposed to confirm his appointment at the ensuing Annual General Meeting and the Board recommends approval of his appointment as Executive Director of the Company.

Mr. P H Ravikumar resigned as Managing Director of the Company and he was relieved w.e.f 24th January, 2014. The Board of Directors places on record their deep sense of appreciation for the services rendered by Mr. P H Ravikumar during his tenure as Managing Director of the Company.

Mr. Sanjay Kaul resigned as Director of the Company w.e.f 22nd January, 2014. The Board of Directors places on record their deep sense of appreciation for the services rendered by Mr. Sanjay Kaul during his tenure as Director of the Company.

In accordance with the provisions of section 152 of the Companies Act, 2013 and Article 115 of the Articles of Association of the Company Mr. Quintin E Primo III, retires by rotation at the ensuing Annual General Meeting. Mr. Quintin E Primo III, seeks re-appointment.

Pursuant to notification of section 149 and other applicable provisions of Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation . Accordingly resolutions proposing appointment of Independent Directors forms part of Notice of the Annual General Meeting .

RESERVE BANK OF INDIA DIRECTIONS

Your company is categorized as a non deposit taking systematically important (ND-SI) non-banking finance company (NBFC). Accordingly during the year your Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal. Your Company has complied with the directives issued by the Reserve Bank of India under the Non Banking Financial Companies (Reserve Bank of India) Directions, 2007, as amended from time to time.

SUBSIDIARY COMPANIES

As on 31st March, 2014, the Company has the following six subsidiaries:

1. Capri Global Securities Private Limited.

2. Capri Global Investment Advisors Private Limited.

3. Capri Global Distribution Company Private Limited.

4. Capri Global Finance Private Limited.

5. Capri Global Research Private Limited; and

6. Capri Global Resources Private Limited.

In terms of general exemption granted to companies vide General Circular No.2 and 3 dated 8th February, 2011 and 21st February 2011 respectively issued by the Ministry of Corporate Affairs for not attaching the Balance sheets of the Subsidiary Companies and approval received from Board of Directors vide resolution passed at Board Meeting held on 9th May, 2014 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Statement of Profit and Loss , Reports of the Board of Directors and Auditors of the subsidiaries have not been annexed with the Balance Sheet of the Company. However, the financial data of the subsidiaries have been furnished under ''Details of Subsidiaries'' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements of the Company and its subsidiaries for the year ended 31st March, 2014, together with reports of Auditors thereon and the statement pursuant to section 212 of the Companies Act, 1956, are annexed.

The financial statements of subsidiaries will be available on a request made by any member of the Company and will also be available for inspection by any member at the registered office of the Company on any working day except Saturday between 3.00 p.m. up to 5.00 p.m. up to the date of the ensuing Annual General Meeting. The financial statements of your Company as well as its aforesaid subsidiaries are also available on the website of your Company i.e. www.cgcl.co.in.

AUDITORS

M/s. Karnavat & Co, Chartered Accountants, retires as Auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment.

In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors of the Company requires approval of the shareholders by way of an ordinary resolution. An appropriate resolution has been included in the Notice of the ensuing Annual General Meeting for approval of the shareholders.

Your Company has received the eligibility certificate under section 141 of the Companies Act, 2013 from M/s. Karnavat & Co., Chartered Accountants, Mumbai and that they hold valid peer review certificate as prescribed under clause 41(1) of Listing Agreement. Members may consider their re-appointment.

AUDITORS'' REPORT

M/s. Karnavat & Co., the Statutory Auditors of your Company, submitted their report on the accounts of the Company for the year ended 31st March, 2014 which is self-explanatory and requires no comments or explanation under section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Executive Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

Further, as required under clause 49 of the Listing Agreement with Stock Exchanges, a certificate from the Executive Director and Associate Director – Head of Finance & Accounts on the financial statements of your Company for the year ended on 31st March, 2014, was placed before the Board at its meeting held on 9th May, 2014.

EMPLOYEES STOCK OPTION PLAN

In line with its policy to give incentives to its employees from time to time, your Company has adopted the Employees Stock Option Plan (ESOP) in accordance with the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines'') with effect from 27th October, 2009.

During the year under review no fresh Options were granted and 22,500 Stock Options granted earlier were vested and exercised during the year by the employees.

Disclosures, as prescribed under the SEBI Guidelines, are set out in Annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief they have:

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014, and of the profit of the Company for the accounting year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis.

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

Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 217(1)(e) of the Companies Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

There were no foreign exchange earnings during the year. There was foreign exchange outgo of Rs. 621.25 Lacs.

PARTICULARS OF EMPLOYEES

Particulars of employees in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid information, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company and subsidiaries for their continued co-operation and support.

We would also like to place on record our sincere appreciation for the co-operation received from the Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

For and on behalf of the Board

Place: Mumbai Sunil Kapoor Rajesh Sharma

Date :9th May, 2014 Executive Director Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Nineteenth Annual Report and the audited statement of accounts of your Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lacs) Standalone Consolidated Particulars 2012-13 2011-12 2012-13 2011-12

Profit before Depreciation, Tax & Exceptional Items 10,892.96 6,037.79 11,020.45 6,166.96

Less: Depreciation 91.13 99.74 113.99 129.26

Profit Before Tax & Exceptional Items 10,801.83 5,938.05 10,906.46 6,037.70

Less: Exceptional Items 7.01

Less: Provisions for taxation 3,375.25 1,911.29 3,248.17 1,946.09

Profit After Tax 7,426.57 4,026.76 7,658.29 4,084.60

Add: Balance brought forward from previous year 23,912.64 21,326.35 25,554.73 22,910.58

Balance available for appropriations 31,339.21 25,353.11 33,213.02 26,995.18

Appropriations

General Reserve 385.00 225.00 385.00 225.00

Statutory Reserve 1,500.00 810.00 1,500.00 810.00

Dividend on Equity Shares of Rs. 10/- each 524.33 348.88 524.33 348.88

Tax on Dividend 89.11 6.60 89.11 56.60

Balance Carried to Balance Sheet 28,840.77 23,912.64 34,714.58 25,554.73

REVIEW OF OPERATIONS

The operations during the year were focused on lending to both - the Corporate and Micro Small & Medium Enterprises sectors (MSME). MSME Lending business has become operational during the third quarter of the financial year and achieved the book size of Rs. 3,281 Lacs, while the corporate lending book stood at Rs. 39,117 Lacs, at the end of the financial year.

The Profit before Depreciation & Taxes (PBDT) amounted to Rs. 10,892.96 Lacs as against Rs. 6,037.79 Lacs in the previous year, registering an increase of more than 80% during the year. The increase in PBDT is due to larger deployment of funds as compared to last year and recovery of dues. Amount disbursed as loans during the year were Rs. 28,832 Lacs compared to Rs. 58, 922 Lacs in the previous year.

ASSET GROWTH

Total Assets of the company stood at Rs. 89,214 Lacs as compared to Rs. 82,480 Lacs during the last year , showing an increase of 8.16%.

LOAN BOOK

Loan Book of the Company stood at Rs. 42,599 Lacs as at 31st March, 2013 as compared to Rs. 37,018 Lacs as at 31st March, 2012, showing

a growth of 15% during the year.

As a part of a conscious strategy the Company is in the process of transforming itself from a services based organisation to a lending based organisation. Two verticals are currently in the process of being ramped up first one in the sphere of funding micro, small & medium enterprises and other for small niche real estate projects in select cities. The Company is examining the possibility of establishing one or more new verticals given the current economic environment and the emerging opportunities.

CHANGE IN THE NAME OF THE COMPANY

As a part of the conscious transformation of the Company, your Company''s name has been changed from ‘Money Matters Financial Services Limited'' to ‘Capri Global Capital Limited'', with effect from 24th July, 2013. Necessary approvals in this regard have been received from shareholders and the statutory authorities.

CAPITAL ADEQUACY RATIO

Your Company''s total Capital Adequacy Ratio (CAR), as of 31st March, 2013, stood at 116.89% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%.

STABLE ASSET QUALITY

The company had no NPA as at 31st March, 2013 and the provision for Standard Assets stood at Rs. 213 Lacs as on 31st March, 2013. The Company has made provisions @0.50% on Standard Assets far exceeding the statutory requirements of making provisions @0.25% on Standard Assets.

DIVIDEND

The Directors of the Company have recommended a dividend of Rs. 1.50/- per Equity Share of face value of Rs. 10/- each fully paid-up of the Company for the current financial year. The dividend on Equity Shares, if approved by the shareholders at the 19th Annual General Meeting, would amount to Rs. 613.44 Lacs (including dividend tax of Rs. 89.11 Lacs) and will be paid to those members whose names appear on the Register of Members of the Company as on 20th September, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under clause 49 of the Listing Agreement with the Stock Exchanges, is provided as a separate statement in this Annual Report.

4TH WARRANT EXERCISE PERIOD & ALLOTMENT OF SHARES

4th Warrants exercise period commenced from 27th December, 2012 and ended on 26th March, 2013 as per the revised schedule approved by the warrants holders in their meeting held on 16th December, 2009. The Warrant conversion price for the 4th exercise period was fixed at Rs. 106.07 per warrant (inclusive of premium of Rs. 96.07 per share).

Warrant holders holding 42,994 warrants have tendered their application for conversion and were allotted 42,994 Equity Shares of Rs. 10/- each fully paid-up on 5th April, 2013.

INCREASE IN SHARE CAPITAL

During the year your Company has allotted 24,900 Equity Shares of Rs. 10/- each fully paid-up on exercise of Stock Options.

DIRECTORS

The Board has inducted Ms. Bhagyam Ramani, Mr. Quintin E Primo III & Mr. Sanjay Kaul as Additional Directors on the Board of the Company. We seek your support in confirming their appointment as Directors liable to retire by rotation, at the ensuing Annual General Meeting.

Mr. P. H. Ravikumar was inducted as Additional Director and also appointed as Managing Director of the Company. It is proposed to confirm his appointment at the ensuing Annual General Meeting and the Board recommends approval of his appointment as Managing Director of the Company. Mr. Rajesh Sharma has stepped down as Chairman & Managing Director w.e.f. 12th April, 2013.

In accordance with the provisions of section 255 & 256 of the Companies Act, 1956 and Article 115 of the Articles of Association of the Company, Mr. Rajesh Sharma and Mr. Dinesh Chandra Babel, retire by rotation at the ensuing Annual General Meeting. Mr. Rajesh Sharma seeks re-appointment. Mr. Dinesh Chandra Babel is not seeking re-appointment . The Members of the Board place on record their deep sense of appreciation for the services rendered by Mr. Dinesh Chandra Babel, during his tenure as Member of the Board of the Company.

TRADE MARK LICENSING AND EXECUTIVE AGREEMENT (‘AGREEMENT'')

The Company has entered into an Agreement with Capri Global Capital Limited, a Cayman Islands incorporated Company, (‘CGC-Cayman'') having principal place of business at Chicago, USA and is an affiliate of Capri Capital Partners, LLC (‘CCP''). CCP is registered with United States Securities & Exchange Commission as an Investment Advisor.

As per the Agreement, the Company has got License to use the Logo of CCP for a period of 5 years and has appointed Mr. Quitin E Primo III as Non Executive Chairman of the Company w.e.f. 2nd August, 2013.

RESERVE BANK OF INDIA DIRECTIONS

Your company is categorized as a non deposit taking systematically important (ND-SI) non-banking finance company (NBFC). Accordingly during the year your Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal. Your Company has complied with the directives issued by the Reserve Bank of India under the Non Banking Financial Companies (Reserve Bank of India) Directions, 2007, as amended from time to time.

SUBSIDIARY COMPANIES

As on 31st March, 2013, the Company has the following subsidiaries:

1. Capri Global Securities Private Limited (formerly Money Matters Securities Private Limited).

2. Capri Global Investment Advisors Private Limited (formerly Money Matters Investment Advisors Private Limited).

3. Capri Global Distribution Company Private Limited (formerly Money Matters Distribution Company Private Limited).

4. Capri Global Finance Private Limited (formerly Money Matters Capital Private Limited).

5. Capri Global Research Private Limited (formerly Money Matters Research Private Limited); and

6. Capri Global Resources Private Limited (formerly Money Matters Resources Private Limited).

In terms of general exemption granted to companies vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively issued by the Ministry of Corporate Affairs for not attaching the Balance sheets of the Subsidiary Companies and approval received from Board of Directors vide resolution passed at Board Meeting held on 30th May, 2013 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Statement of Profit and Loss , Reports of the Board of Directors and Auditors of the subsidiaries have not been attached with the Balance Sheet of the Company. However, the financial data of the subsidiaries have been furnished under ‘Details of Subsidiaries'' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements of the Company and its subsidiaries for the year ended 31st March, 2013, together with reports of Auditors thereon and the statement pursuant to section 212 of the Companies Act, 1956, are attached. The financial statements of subsidiaries will be available on a request made by any member of the Company and will also be available for inspection by any member at the registered office of the Company. The financial statements of your Company as well as its aforesaid subsidiaries are also available on the website of your Company i.e. www.cgcl.co.in.

AUDITORS

M/s. Karnavat & Co, Chartered Accountants, retires as Auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment.

In terms of the provisions of Section 225 of the Companies Act, 1956, the appointment of Auditors of the Company requires approval of the shareholders by way of an ordinary resolution. An appropriate resolution has been included in the Notice of the ensuing Annual General Meeting for approval of the shareholders.

Your Company has received the eligibility certificate under section 224(1B) of the Companies Act, 1956 from M/s. Karnavat & Co., Chartered Accountants, Mumbai.

AUDITORS'' REPORT

M/s. Karnavat & Co., the Statutory Auditors of your Company, submitted their report on the accounts of the Company for the year ended 31st March, 2013 which is self-explanatory and requires no comments or explanation under section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with Stock Exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Managing Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

Further, as required under clause 49 of the Listing Agreement with Stock Exchanges, a certificate from the Managing Director and Sr. Vice President - Finance & Accounts, on the financial statements of your Company for the year ended on 31st March, 2013 was placed before the Board at its meeting held on 30th May, 2013.

EMPLOYEES STOCK OPTION PLAN

In line with its policy to give incentives to its employees from time to time, your Company has adopted the Employees Stock Option Plan (ESOP) in accordance with the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘the SEBI Guidelines'') with effect from 27th October, 2009.

During the year under review no fresh Options were granted and 24,900 Stock Options granted earlier were vested and exercised during the year by the employees.

Disclosures, as prescribed under the SEBI Guidelines, are set out in Annexure to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief they have:

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013, and of the profit of the Company for the accounting year ended on that date;

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

iv) the annual accounts have been prepared on a going concern basis.

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

Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 217(1)(e) of the Companies Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

There were no foreign exchange earnings during the year, while there were foreign exchange expenses amounting to Rs. 18.38 Lacs, during the year.

PARTICULARS OF EMPLOYEES

Particulars of employees in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid information, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company and subsidiaries for their continued co-operation and support.

We would also like to place on record our sincere appreciation for the co-operation received from the Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

For and on behalf of the Board

Place:Mumbai P. H. Ravikumar Rajesh Sharma

Date:12th August, 2013 Managing Director Director


Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report and the audited statement of accounts of your Company for the year ended on March 31, 2012.

FINANCIAL RESULTS

(Rs.In Lacs)

Standalone Consolidated

2011-12 2010-11 2011-12 2010-11

Profit before Depreciation, Tax & Exceptional Items 6,037.79 12,548.73 6,166.96 12,926.57

Less: Depreciation 99.74 65.34 129.26 103.11

Profit Before Tax & Exceptional Items 5,938.05 12,483.39 6,037.70 12,823.46

Less: Exceptional Items - 72.31 7.01 72.31

Less: Provisions for taxation 1,911.29 3,984.65 1,946.09 4,065.07

Profit After Tax 4,026.76 8,426.43 4,084.60 8,686.08

Add: Reversal of earlier years adjustment of Joint Venture - - - 6.19

Add: Balance brought forward from previous year 21,326.35 15,708.17 22,910.58 17,026.58

Balance available for appropriations 25,353.11 24,134.60 26,995.18 25,718.85 Appropriations

General Reserve 225.00 500.00 225.00 500.00

Statutory Reserve 810.00 1,800.00 810.00 1,800.00

Dividend on Equity Shares 348.87 435.87 348.87 435.87

Tax on Dividend 56.58 72.40 56.58 72.40

Balance Carried to Balance Sheet 23,912.64 21,326.35 25,554.73 22,910.58

REVIEW OF OPERATIONS

Your Company being focused primarily on lending activities has to tread a very cautious path during the year as to balance between the return expectations and risk involved in lending business.

The Profit before Depreciation & Taxes (PBDT) amounted to Rs 6,037.79 Lacs as against Rs 12,548.73 Lacs in the previous year. The decrease in PBDT is mainly due to change in focus of business from non fund based activities to fund based activities. The disbursement of loans during the year were Rs 58,922 Lacs compared to Rs 11,700 Lacs in the previous year.

ASSET GROWTH

Total Assets of the Company has grown from Rs 77,903 Lacs to Rs 82,480 Lacs.

LOAN BOOK

Our Loan Book has increased to Rs 37,031 Lacs as at March 31, 2012 from Rs 11,615 Lacs as at March 31, 2011.

CAPITAL ADEQUACY RATIO

Your Company's total Capital Adequacy Ratio (CAR), as of March 31, 2012, stood at 129.73% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%.

STABLE ASSET QUALITY

The Company had no NPA as at March 31, 2012 and the provisions for Standard Assets stood at Rs 97.12 Lacs as on March 31, 2012.

DIVIDEND

The Directors of the Company have recommended a dividend of Rs 1/- per Equity Share of face value of Rs 10/- each fully paid-up of the Company for the current financial year . The dividend on Equity Shares, if approved by the shareholders at the 18th Annual General Meeting, would amount to Rs 405.45 lacs (including dividend tax of Rs 56.58 lacs) and will be paid to those members whose names appear on the Register of Members of the Company as on July 20, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under clause 49 of the Listing Agreement with the Stock Exchanges, is provided as a separate statement in this Annual Report.

THIRD WARRANT EXERCISE PERIOD & ALLOTMENT OF SHARES

3rd (third) Warrants exercise period commenced from December 27, 2011 and ended on March 26, 2012 as per the revised schedule approved by the Warrants holders in their meeting held on December 16, 2009. The Warrant exercise price for the 3rd (third) exercise period was fixed at Rs 77.54/-.

Warrant holders holding 8401 warrants have tendered their application for conversion and were allotted 8401 Equity Shares of Rs 10/- each fully paid-up on 30th March, 2012.

INCREASE IN SHARE CAPITAL

During the year your Company has allotted 10,700 Equity Shares of Rs 10/- each fully paid-up on exercise of Stock Options issued under the Money Matters ESOP 2009', and has allotted 8,401 Equity shares of Rs 10/- each fully paid-up on conversion of Warrants by the warrant holders of the Company during the 3rd Warrant exercise period.

DIRECTORS

In accordance with the provisions of section 255 & 256 of the Companies Act, 1956 and the Articles of Association of the Company Mr. Beni Prasad Rauka (DIN-00295213) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the year Mr. Bhagwati Prasad (DIN-05152091) and

Mr. Mukesh Kacker (DIN-01569098) were appointed as Additional Directors of the Company with effect from 21st December, 2011 and 11th February, 2012 respectively.

Further, Dr. Sanjiv Kumar Sanger, Director has resigned w.e.f 1 9th May, 201 2. The Board places on record its sincere appreciation for the valuable services rendered by Dr. Sanjiv Kumar Sanger during his tenure.

In terms of the provisions of section 260 of the Companies Act, 1956, Mr. Bhagwati Prasad and Mr. Mukesh Kacker will hold their respective offices as Additional Directors only up to the date of the ensuing Annual General Meeting. Your Company has received notices in writing from a member proposing candidature of Mr. Bhagwati Prasad and Mr. Mukesh Kacker for appointment as Director.

RESERVE BANK OF INDIA DIRECTIONS

Your Company is categorized as a non deposit taking systematically important (ND-SI) non-banking finance Company (NBFC). Accordingly during the year your Company has not accepted any deposits from the public and there were no deposits which become due for repayment or renewal. Your Company has complied with the directives issued by the Reserve Bank of India under the Non Banking Financial Companies (Reserve Bank of India) Directions, 2007, as amended from time to time.

SUBSIDIARY COMPANIES

As on 31st March, 2012, the Company has the following subsidiaries:

1. Money Matters Securities Private Limited;

2. Money Matters Investment Advisors Private Limited;

3. Money Matters Distribution Company Private Limited;

4. Money Matters Capital Private Limited;

5. Money Matters Research Private Limited; and

6. Money Matters Resources Private Limited.

Money Matters Advisory Pte. Ltd., which was incorporated in Singapore as a wholly owned subsidiary of Money Matters Research Private Limited, has been struck off from the register on 7th March, 2012 as per the intimation of the Accounting & Corporate Regulatory Authority, Singapore.

In terms of general exemption granted to companies vide General Circular No.2 and 3 dated 8th February, 2011 and 21st February 2011 respectively, issued by the Ministry of Corporate Affairs for not attaching the Balance sheets of the Subsidiary Companies and approval received from Board of Directors vide resolution passed at Board Meeting held on 19th May, 2012 under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Statement of Profit and Loss , Reports of the Board of Directors and Auditors of the subsidiaries have not been attached with the Balance Sheet of the Company. However, the financial data of the subsidiaries have been furnished under 'Details of Subsidiaries' forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements of the Company and its subsidiaries for the year ended March 31, 2012, together with reports of Auditors thereon and the statement pursuant to section 21 2 of the Companies Act, 1 956, are attached. The financial statements of subsidiaries will be available on request made by any member of the Company and will also be available for inspection by any member at the registered office of the Company. The financial statements of your Company as well as its aforesaid subsidiaries are also available on the website of your Company i.e. www. money-matters.in.

AUDITORS

M/s. Karnavat & Co, Chartered Accountants, retires as Auditors of the Company at the ensuing Annual General Meeting and have given their consent for re-appointment.

In terms of the provisions of Section 225 of the Companies Act, 1 956, the appointment of Auditors of the Company requires approval of the shareholders by way of an ordinary resolution. An appropriate resolution has been included in the Notice of the ensuring Annual General Meeting for approval of the shareholders.

Your Company has received the eligibility certificate under section 224(1 B) of the Companies Act, 1 956 from M/s. Karnavat & Co., Chartered Accountants, Mumbai.

AUDITORS' REPORT

M/s. Karnavat & Co., the Statutory Auditors of your Company, submitted their report on the accounts of the Company for the year ended March 31, 2012 which is self- explanatory and requires no comments or explanation under section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Managing Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

Further, as required under clause 49 of the Listing Agreement with Stock Exchanges, a certificate from the Managing Director and Sr. Vice President - Finance & Accounts on the financial statements of your Company for the year ended on March 31, 2012, was placed before the Board at its meeting held on May 19, 2012.

EMPLOYEES STOCK OPTION PLAN

In line with its policy to give incentives to its employees from time to time, your Company has adopted the Employees Stock Option Plan (ESOP) in accordance with the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines') with effect from October 27, 2009 .

During the year under review no fresh Options were granted and 10,700 Stock Options granted earlier were vested and exercised during the year by the employees.

Disclosures, as prescribed under the SEBI Guidelines, are set out in Annexure to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that, to the best of their knowledge and belief they have:

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

ii) they have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on March 31, 2012, and of the profit of the Company for the accounting year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

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

Since your Company does not own manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated as per Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

There were no foreign exchange earnings or outgo during the year.

PARTICULARS OF EMPLOYEES

Particulars of employees in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directore Report. However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid information, is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the support extended by the bankers, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company and subsidiaries for their continued co-operation and support.

We would also like to place on record our sincere appreciation for the co-operation received from the Reserve Bank of India, SEBI, NSE & BSE and all other statutory and/or regulatory bodies.

For and on behalf of the Board

Rajesh Sharma

Chairman & Managing Director

Place: Srinagar

Dated: May 19, 2012

 
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