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Directors Report of Capri Global Capital Ltd.

Mar 31, 2016


Dear Members,

Your Directors have pleasure in presenting the Twenty Second Annual
Report and the audited statement of accounts of the Company for the
year ended March 31, 2016.

FINANCIAL RESULTS

Rs, in Lacs

Standalone Consolidated

Particulars 2015-16 2014-15 2015-16 2014-15

Total Revenue 18,655.19 19,216.08 19,059.15 20,607.96

Total Expenses 13,111.05 5,269.61 13,147.65 5,315.26

Profit before
Depreciation &
Tax (PBDT) 5,544.14 13,946.47 5,911.50 15,292.70

Less: Depreciation 332.16 358.78 347.64 383.10

Profit Before Tax 5,211.98 13,587.69 5,563.86 14,909.59

Less: Provisions
for taxation 1,091.49 5,069.36 1,198.89 5,385.94

Profit After Tax (PAT) 4,120.49 8,518.33 4,364.97 9,523.65

Add: Balance brought
forward from previous
year 39,231.08 33,902.48 40,353.10 35,823.15

Balance available
for appropriations 43,351.57 42,420.81 44,718.07 45,346.80

Appropriations

General Reserve 310.00 700.00 310.00 700.00

Statutory Reserve 850.00 1,850.00 900.00 1,850.00

Dividend on Equity Shares 525.40 525.40 525.40 525.40

Tax on Dividend 106.96 106.96 106.96 106.96

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

Balance Carried to
Balance Sheet 41,559.21 39,231.08 42,875.71 42,153.63

RESULTS OF OPERATIONS AND STATE OF AFFAIRS:

During the year under review your company has strategically grown the
MSME and Retail business while adopting a cautious approach towards
lending to the residential real estate sector under the Wholesale
business. This strategic focus has yielded the desired results and the
loan portfolio has moved positively to 68% (Previous Year 47%) in
favour of MSME and Retail business and 32% (Previous Year 53%) for
Wholesale business. Accordingly, the loan portfolio of MSME and Retail
business has grown to Rs, 75,704.70 lacs (Previous Year Rs, 44,592
lacs) and the Wholesale business loan portfolio has come down to Rs,
35,353.78 lacs (Previous Year Rs, 50,571 lacs). Overall the Loan book
of the Company grew by 16.70% to Rs, 1, 11,058.48 lacs from Rs,
95,167.99 lacs of the last year.

During the year under review the Real Estate sector witnessed
significant slowdown and build up of unsold inventory, thereby
affecting the re-payment ability of the real estate developers. Due to
continuing default by few of the borrowers in re-payment of loans, the
management decided to write-off loan to the extent of Rs, 6593.77 lacs
(net of adjustments) during the year. These write- offs considerably
lowered the profitability of the Company during the year. The gross
revenue of the Company was marginally lower at Rs, 18,655.19 lacs as
compared to Rs, 19,216.08 lacs during the previous year, while the
Profit After Tax (PAT) was lower by 51.63% i.e. Rs, 4,120.49 lacs as
compared to Rs, 8,518.33 lacs of the previous year.

The consolidated gross revenue decreased by 7.52% to Rs, 19,059.15 lacs
from Rs, 20,607.96 lacs of previous year, and the consolidated PAT
decreased by 54.17% to Rs, 4,364.97 lacs from Rs, 9,523.65 lacs of
previous year.

BANK FINANCE

During the year under review the Company raised funds for its working
capital and business requirements from various banks to the extent of
Rs, 38,500 lacs as compared to Rs, 10,000 lacs sanctioned during the
last year.

The total amount of bank loan outstanding was Rs, 14,116.44 lacs as on
March 31, 2016 as against Rs, 5, 000 lacs on March 31, 2015.

ASSET GROWTH

Total Assets of the Company stood at Rs, 1,30,388.41 lacs as compared
to Rs, 1,13,252.34 lacs during the last year, showing an increase of
15.14%.

CAPITAL ADEQUACY RATIO

Your Company''s total Capital Adequacy Ratio (CAR), as of March 31,
2016, stood at 79.72% 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 ASSET''S PROVISIONING

Pursuant to the Notification No. DNBR (PD) CC.No.002/03.10.001/2014-15
dated November 10, 2014 issued by the RBI for making a general
provision at 0.30% 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/-
per Equity Share for the financial year ended on March 31, 2016. The
dividend on Equity Shares, if approved by the shareholders at the 22ncl
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 16, 2016.

TRANSFER TO RESERVES

The Company transferred an amount of Rs, 310 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 regulation 34(2)(e) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, 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, 2016, the Company has the following subsidiaries:

1. Capri Global Housing Finance Private Limited;

2. Capri Global Resources Private Limited.

The following subsidiary companies got merged with the Company during
the year:

1. Capri Global Distribution Company Private Limited;

2. Capri Global Finance Private Limited;

3. Capri Global Investment Advisors Private Limited; and

4. Capri Global Research 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, 2016 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 Capri
Global Housing Finance Private Limited received Registration from
National Housing Bank on September 28, 2015 to commence housing finance
business. Company has plans to finance affordable housing sector and
would commence business during the next financial year.

Capri Global Resources Private Limited proposes to carry on the
investment management business during the next financial year.

Both the subsidiaries had deployed their funds in interest and income
bearing securities during the year under review.

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%20Material%20
Subsidiaries_l.pdf.

Merger of subsidiaries with the Company

The Hon''ble High Court of Judicature at Bombay on September 11, 2015
approved the Scheme of Amalgamation of Capri Global Distribution
Company Private Limited, Capri Global Finance Private Limited, Capri
Global Investment Advisors Private Limited and Capri Global Research
Private Limited (''Transferor Companies'') with the Company and their
respective shareholders and creditors (''the Scheme''). The Scheme became
effective on October 19, 2015, upon obtaining all sanctions and
approvals as required under the Scheme. The Appointed Date for the
Merger was April 1, 2015. As the Transferor Companies were wholly owned
subsidiaries of the Company, no shares of the Company were issued and
allotted pursuant to the Scheme. Necessary effects, as a result of the
aforesaid Merger, have been given in the Financial Statements for the
year 2015-16.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual financial statements for the year
ended March 31, 2016, 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, 2016 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 Part E of
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report.

Further, as required under regulation 17(8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, 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, 2016, was placed before the Board at its
meeting held on April 23, 2016.

RELATED PARTY TRANSACTIONS

All contracts /transactions entered by the Company during the year with
related parties were at arm''s length 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 can be accessed on the Company''s website at the link:

http://www.cgcl.co.in/images/Downloads/Policy%20on%20Related%20
Party%20Transactions_l.pdf.

Your Directors would like to draw attention of members to Note 27 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 areas of education,
healthcare & livelihood of the unprivileged, women and
differently—baled. 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 -1 to this report.

RISK MANAGEMENT

The Board of Directors of 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 Meeting 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. Quintin E.
Primo III, retires by rotation at the ensuing Annual General Meeting
and offers him-self for re- appointment.


During the year under review, the members approved the re- appointment
of Mr. Rajesh Sharma as a Non-executive Director who is liable to
retire by rotation. The members have also appointed Mr. Sunil Kapoor as
Executive Director of the Company for a term of one year which expired
on January 23, 2016 and the Board has re-appointed him for another
period of three years starting from January 24,2016, which is proposed
to be approved by the members at the ensuing Annual General Meeting.

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
regulation 16(l)(b) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Formal Annual Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and regulation
16(10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, 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 Programmes

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
programmes 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://MW.cgcl.coJn/images/Downloads/femiliarisation%20Programme%20
foi%20lndependenF/o20Directors.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 400,000 options were granted to Mr. Sunil
Kapoor, Executive Director of the Company at the exercise price of Rs,
200/- per option. The options would be vested over a period of 5 years
starting from October 15, 2016 and vesting would be linked with
attainment of return on equity.

No Stock Options were vested and exercised during the year by the
employees.

There were no changes to the Employees Stock Options Scheme 2009 during
the year.

The applicable disclosure as stipulated under the SEBI guidelines as on
March 31, 2016 with regard to Employees Stock Options Scheme are put up
on the website of the Company at link:
http://www.cgcl.co.in/images/Downloads/ES0S%20Details-2015-16.pdf.

The Company has received a certificate from the Auditors of the Company
that the 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 Auditor

Pursuant to the provisions of section 139ofthe Act and the rules framed
there under, M/s. Karnavat & Co, Chartered Accountants, were appointed
as statutory auditors of the Company from the conclusion of the twenty
first annual general meeting (AGM) of the Company held on July 18, 2015
till the conclusion of the twenty sixth AGM, subject to ratification of
their appointment at every AGM.

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 PRS Associates,
Company Secretaries in Practice to undertake the Secretarial Audit of
the Company. The Secretarial Audit Report is annexed herewith marked as
Annexure - II to this Report.

The following qualification was observed by the Secretarial Auditor in
their Report to which the Board has shared the following explanations:

Qualification: The Company has not appointed Chief Financial Officer
(''CFO'') as required under section 203(1) of the Companies Act, 2013.

Explanation: Company has made sincere efforts to appoint Chief
Financial Officer (CFO) as per defined KRA. Few of the candidates were
interviewed, from which one of the candidate was selected. He had
accepted the offer, but he was not able to join Company due to personal
reasons. The Company has adequate resources and qualified personnel
with more than 20 years of experience looking after accounts, finance,
taxation & treasury operations of the Company.

DISCLOSURES Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Beni
Prasad Rauka (Chairman), Ms. Bhagyam Ramani, Mr. Mukesh Kacker and Mr.
T. R. Bajalia as 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 & control, finance and
accounts. All the recommendations made by the Audit Committee were
accepted by the Board. Four 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 twice 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 of 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_l.pdf.

Meetings of Board

Four 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, 26.27 lacs during the year.

Extract of Annual Return

The details forming part of the extract of the Annual Return as
prescribed in Companies (Management and Administration) Rules, 2014 in
form MGT- 9 is annexed herewith marked as Annexure - III 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
- IV to this Report.

The statement containing particulars of employees as required under
section 197(12) of the Companies Act, 2013, read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this Report.
Further, the report and the accounts are being sent to the members
excluding the aforesaid annexure. In terms of section 136 of the
Companies Act, 2013, the said annexure is open for inspection at the
Registered Office of the Company. Any shareholder interested in
obtaining a copy of the same may write to the Company Secretary.

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 and Non-Banking Financial
Companies - Corporate Governance (Reserve Bank) Directions, 2015, as
amended from time to time.


Increase in Share Capital

Pursuant to merger of four of the subsidiaries with the Company,
Authorized Share Capital of the subsidiary companies of Rs,
17,00,00,000/- (Rupees Seventeen Crores only) was combined with the
Company. After combination the Authorized Share Capital of the Company
is Rs, 72,00,00,000/- (Rupees Seventy Two Crores only) divided into
7,20,00,000 Equity Shares of Rs, 10/- each.

During the year under review, the Company has not issued and equity
shares either with or without differential voting rights nor has issued
any sweat equity. As on March 31, 2016, 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.

ACKNOWLEDGEMENTS

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

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, Securities and Exchange Board of India, NSE & BSE, Ministry of
Corporate Affairs and all other regulatory bodies.

For and on behalf of the Board

Mr. Sunil Kapoor Mr. Rajesh Sharma

Place: Gangtok, Sikkim Executive Director Director

Dated: April 23, 2016

DIN: 01436404 DIN: 00020037


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


Mar 31, 2011

The Directors have pleasure inpresenting the Seventeenth Annual Report and the audited statement of accounts of your Company for the year ended March 31,2011.

FINANCIAL PERFORMANCE

Standalone financial results: (Rs. inlacs)

2010-2011 2009-2010

Operatingprofit for theyear 12,548.73 17,164.48

Less: Depreciation 65.34 33.76

Profit before tax and Exceptional Items 12,483.39 17,130.72

Less: Exceptional Items:

Lossonsale of Investment in JointVenture 49.95 Nil

Share of net loss on termination of JointVenture 22.36 Nil

Profit before tax 12,411.08 17,130.72

Less: Tax provision

CurrentTax 3,980.00 5,780.00

Deferredtax 4.74 (7.06)

IncomeTax Adjustment of earlier years (0.09) (2.20)

Profit after tax 8,426.43 11,359.98

Add:Balancebroughtforward from previousyear 15,708.17 8,471.12

Profit available forappropriation 24,134.60 19,831.10

Less: Transferred to reserve fund in terms of Section 45IC(1) of the 1,800.00 2,283.43 ReserveBankofIndia Act,1934

TransferredtoGeneral Reserve 500.00 1,200.00

InterimDividend 435.86 270.01

ProposedFinalDividend Nil 277.51

TaxonDividend 72.39 91.98

Balance carriedtobalancesheet 21,326.35 15,708.17

Consolidated financial results: (Rs. inlacs)

2010-2011 2009-2010

Operatingprofit for theyear 12,926.57 19,043.86

Less: Depreciation 103.11 84.15

Profit before tax andExceptionalItems 12,823.46 18,959.71

Less: Exceptional Items:

Lossonsale of Investment in JointVenture 49.95 Nil

Share of net loss on termination of Joint Venture 22.36 Nil

Profit before tax 12,751.15 18,959.71

Less: Tax provision

CurrentTax 4,068.51 6,416.33

Deferredtax (3.39) (11.53)

IncomeTax Adjustment of earlier years (0.05) (2.20)

Profit aftertax 8,686.08 12,557.11

Add:Reversal of earlieryears consolidation adjustmentofJointVenture 6.19 Nil

Add:Balancebroughtforward from previousyear profit availablefor appropriation 17,026.58 8,592.39

Profit available forappropriation 25,718.84 21,149.50

Earning per share (Face value - Rs. 10/-) Before Exceptional Items Basic (Rs.) 28.33 46.19

Diluted(Rs.) 24.87 27.80

Earning per share (Face value - Rs. 10/-) After Exceptional Items Basic (Rs.) 28.10 46.19

Diluted(Rs.) 24.67 27.80

DIVIDEND:

Your Directors, at their meeting held on November 12, 2010, had declared an interim dividend of Rs. 1.25 per equity share (i.e.12.5%) for the financial year 2010-11. The said interim dividend waspaidin November,2010.

In the backdrop of declinein revenue and profits and with aview to conserve the resources for future growth, your Directors do not recommend any further dividend. The interim dividend already paidonequity share capitalwillbetreatedasfinal forthe financialyear 2010-11.

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 given as a separate statementintheAnnual Report.

INVESTIGATIONS BY CENTRAL BUREAU OF INVESTIGATION:

During the year on November 22, 2010, the Central Bureau of Investigation (CBI), Economic Offences Wing (EOW), Mumbai conducted investigation and filed FIRS and one Charge-sheet under IPC and Prevention of Corruption Act against 3 officials of the Company/Subsidiary including the Chairman and Managing Director of the Company for their alleged role in extending gratification money to some officials of banks, financial institutions, for obtaining pecuniary gain to themselves and to the businessofthe Company.Prima-facie, theCharge-sheet filed by CBI does not allege about any financial impropriety or any other financial irregularities being committed by the officials within the Company. Further there has been no case against the Company and there are no restrictions on the functioning of the Company.

FUTURE OUT LOOK:

Your Company has been primarily operating in the investment banking space with an emphasis on debt advisory business. MMFSL (along with its subsidiaries) offers the entire bouquet of financial services encompassing Credit Syndication and Debt Capital Market Advisory Services (Primary and Secondary), Financial Restructuring, Investment Banking and Asset Financing. Going forward the Company has decided to concentrate on fund based activities and the non fund based activities such as advisory business will be carried on through its wholly owned subsidiaries.

SHARE CAPITAL:

During the year, the Company has issued and allotted 7,117,153 equity shares of Rs. 10/- each fully paid-up at a premium of Rs. 615.25 per share to QIBs as defined in Regulation 2(1)(zd) of SEBI (ICDR) Regulations, 2009 pursuant to Chapter VIII on private placement basis. Out of the above 879,648 equity shares were issued and allotted to Domestic QIB, aggregating to Rs. 549,999,912/- and6,237,505equity sharesofRs.10/-each fully paid-up were issued and allotted to Foreign Institutional Investors in QIP under Schedule 2 of Regulation 5(2) of the ForeignExchange Management (TransferorIssueof Securitybya Person Resident outside India) Regulations, 2000 i.e; Purchase/sale of shares and/or convertible debentures of an Indian company by a registered Foreign Institutional Investor under Portfolio Investment Scheme, and received an amount aggregating to Rs. 3,900,000,001.25. The total amount received from Domestic and Foreign QIB is Rs. 4,449,999,913.25. All the above shares ranks pari-pasu with the existing equity shares. After these allotments total outstanding issued, subscribed and paid up equity share Capital of the Company has increased to Rs. 348,684,580/- from Rs. 277,513,050/-. The said equity shares were listed on the Bombay Stock Exchange Limited on October 21, 2010 and listed on National Stock Exchange of India Limited onOctober29, 2010.

ANNULMENT OF SUB-DIVISION OF EQUITY SHARES:

Pursuant to the powers conferred on the Board by the Shareholders of the Company at their 16th Annual General Meeting held on September 08, 2010 relating to sub-division of the equity shares of the Company from Rs. 10/- to Rs. 5/- each, the Board of Directors, at its meeting held on November 12, 2010, fixedtheRecordDateasDecember27,2010 forthesub-division.

Further the Board of Directors, at its meeting held on November 27, 2010 decided that in view of recent developments and on account of seizure of records/documents by CBI officials, it was not possible to comply with formalities pertaining to stock-split before the Record Date i.e. December 27, 2010 and hence it was decidedtoconsidera new recorddate induecourse.

In the Board of Directors meeting held on May 30, 2011 it was decided to annul the sub-division of equity shares subject to the approval of shareholders. The necessary resolution has been proposed in the Notice of the ensuing Annual General Meeting for the approval of the shareholders.

ALTERATION IN THE MAIN OBJECT CLAUSE OF COMPANYS MEMORANDUM OF ASSOCIATION:

Your Company is a registered Non Deposit Accepting Systematically Important Non-Banking Financial Company (NDSI-NBFC) regulated by the Reserve Bank of India and is

currently engaged in the following key businesses, namely, non- banking financial activities, financial advisory services, debt capital market services, other general non- banking financial activities.

To enlarge the scopeofmain objectsinline with its existing NBFC activities and remove objects pertaining to unrelated activities, your Company amended the main object clause in its Memorandum of Association by expanding the scope of its existing clauses 1 and 2, and removed clauses 3, 4 and 5 for activitieswhere the Companyhasnotengaged till date.

The aforesaid alteration was carried out through postal ballot process under section 192A of the Companies Act, 1956 and the result of the same was announced by the Chairman & Managing DirectoroftheCompanyonApril 21,2011.

TERMINATION OF JOINT VENTURE WITH MILESTONE:

Your Company had formeda joint venture with Milestone Group and acquired 50% stake in Capstone Capital Services Private Limited, an Asset Management Company rendering investment advisory services to Special Opportunities Fund (SOF). As a sponsor to SOF, your Company had invested Rs. 1,893.32 lacs against capital commitment of Rs. 2,000 lacs and executed Shareholders Agreement with Milestone Capital Advisors Limited on December 16, 2009 for rendering investment advisory services to distress assets fund or such other special situation schemes of Milestone Private Equity Fund (SEBI registered domestic venture capital fund). The Company had also subscribed to 499,999 equity shares of Rs. 10 each aggregating to Rs. 4,999,990/- in the Joint Venture entity viz. Capstone Capital Services Private Limited.

Due to unforeseen circumstances, the SOF could not attract any thirdpartycapital contribution commitmentfrominvestors even after a period of nearly 12 months. Further for the said reason IL&FS Trust Company Limited, a trustee to the Special Opportunity Fund (SOF) suggested that the Fund should initiate action for winding up. Considering the scenario your Company has executed the termination of shareholders agreement on February05, 2011.

WITHDRAWAL OF APPLICATION FOR MONEY MATTERS VENTURECAPITALFUND:

Your Company was the Sponsor to Money Matters Venture Capital Fund (MMVCF).TheobjectiveoftheMMVCFwastofocus on companies engaged in the infrastructure sector. Your Company, as the Sponsor to the said Fund, had committed Rs. 2,000/- lacs as a contribution towards the Fund. Money

Matters Resources Private Limited; a wholly owned subsidiary of the company, (MMRPL) was the Asset Management Company (AMC) to the proposed fund. An application for registration of MMVCF as a SEBI registered domestic venture capital fund was filedwith SecuritiesandExchange BoardofIndiaonJuly 08,2010 byMMRPL.

IL&FS Trust Company Limited the Trustee to the MMVCF in view of current state of affairs and the market scenario felt that it would be difficult to obtain certificate of registration from SEBI tendered their resignation to act as the Trustee to MMVCF. Consequently, MMRPL withdrew the application from SEBI for registrationof Fund and further to the withdrawal of application byMMRPL, the Companys capital commitmentto contributeRs. 2,000 lacs as a sponsorer to the Fund stood automatically cancelled.

COMPLETION OF SECOND WARRANT EXERCISE PERIOD WITH NILCONVERSION:

The Company had issued 18,000,400 detachable warrants along with Equity Shares at the time of Rights issue and allotted the same on March 27, 2009. Out of the above 750,705 Warrants were converted into Equity Shares during the FY 2009-10 during the first warrant conversion period. During the current financial year the promoters and promoter group have surrendered their warrants aggregating 13,515,208 warrants. Currently 3,734,487 warrants areoutstanding for conversion into equitysharesatthe option of the warrant holders. The Warrants are listed on the Bombay Stock Exchange Limited (BSE) since April 08, 2009. The period for second conversion of warrants commenced from December 27, 2010 and ended on March 26, 2011 as per the revised schedule approved by the warrants holders in their meeting heldon December 16, 2009. The Warrant exercise price for the second exercise period was Rs. 485.36. None of the warrantsholdershaveexercisedtheirright forconversion.

DIRECTORS:

During the year under review, Mr. R. N. Bhardwaj (vide letter dated December 21, 2010), Dr. B. Samal (vide letter dated December 4, 2010), Mr. V. P. Singh (vide letter dated December 21, 2010) and Mr. Sanjiv Kapoor (vide letter dated December 2, 2010) have resignedasIndependent Directorsofthe Company and the same was noted in the Board Meeting held on January 12,2011.

Mr. Pramod Kasat, vide letter dated March 12, 2011 has resigned as a whole time director of the company and the same was approved bytheBoard initsMeetingheldonMarch 14,2011.

The Board has placedonrecord its appreciationofthe invaluable services and guidance given by them during their respective tenuresasDirectorsofthe Company.

During the year under review, Mr. Beni Prasad Rauka and Dr. Sanjeev Kumar Sanger were appointed as Additional Directors (Independent)oftheCompany with effect fromJanuary12, 2011 and Mr. Dinesh Chandra Babel was appointed as an Additional Director (Independent) of the Company with effect from February05, 2011.

In terms of the provisions of section 260 of the Companies Act, 1956, Mr. Beni Prasad Rauka, Dr. Sanjeev Kumar Sanger and Mr. Dinesh Chandra Babel will hold their respective offices as Directors only up to the date of the ensuing Annual General Meeting. Being eligible, they offer themselves for re- appointment. Your Company has received notices in writing fromamember proposing theircandidaturesfor appointment as Directors. All these directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors under Section 274(1)(g) of the Companies Act, 1956) Rules,2003.

Brief particulars and expertise of these Directors, names of companies in which they hold directorships and the memberships/chairmanships of committees of the Board etc as stipulated under clause 49 of the listing agreement with the stock exchanges, are provided in the Report on Corporate Governance,formingpartoftheAnnualReport.

APPOINTMENT OF COMPANY SECRETARY AND COMPLIANCE OFFICER:

During the year under review, Mr. Yogesh Kolwalkar resigned as Company Secretary and compliance officer with effect from December14, 2010.

As required under Section 383AoftheCompanies Act, 1956 read with the provisions of the Listing Agreement with Stock Exchanges, Mr. Shyam Bhattbhatt, an associate member of the Institute of Company Secretaries of India, New Delhi, has been appointed as the Company Secretary and Compliance Officer on April 26,2011.

To meet the provisions of the Listing Agreement with Stock Exchanges, Mr. Gaurav Kale was appointed as a Compliance Officer of the company for the period from February 14, 2011 till April 26,2011.

NBFC (NON DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIALNORMS:

Your company is categorized as a non deposit taking systematically important (ND-SI) non-banking finance company (NBFC). Accordingly during 2010-11, 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 (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions,2007,asamended from timetotime.

SUBSIDIARYCOMPANIES:

YourCompany hasfollowing wholly-owned-subsidiaries(WOS):

1. Money Matters Securities Private Limited

2. Money Matters Investment Advisors PrivateLimited

3. Money Matters Distribution Company PrivateLimited

4. Money Matters Capital PrivateLimited

5. Money Matters Research Private Limited;and

6. Money Matters Resources PrivateLimited.

Money Matters Advisory Pte. Ltd. (MMAPL) was incorporated in Singapore as a wholly owned subsidiary of Money Matters Research Pvt. Ltd. with a view to engage in the business of providing financial advisory and consultancy services. As of now the company is yet to commence its commercial operations and in view of the recent developments in the company, it has been thought prudent to discontinue the foray into Singapore and strikeoffMMAPLasper the prevailing procedureinSingapore.

All the aforesaid subsidiaries are non-material unlisted subsidiaries ofyourCompany.

In terms of the General Circular No: 2 /2011 dated February 8, 2011 issued by the Government of India, Ministry of Corporate Affairs granting a general exemption under Section 212 of the Companies Act, 1956, copiesofthe balance sheet, profit and loss account and reports ofthe Boardof directors and auditorsof the Companyssubsidiarieshavenot beenattached with the balance sheetofthe Holding Company.

However, pursuant to the Clarification in respect of General Circular No: 2 /2011 dated February 8, 2011 Company hereby undertakesthat:

1. Annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking suchinformationatany pointoftime.

2. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Registered office of the Company and of the subsidiary companies concerned.

3. The company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder of the company on demand;

As required, the Board of Directors have passed a resolution in their meeting held on May 30, 2011, according their consent not to attach the balance sheet of the subsidiaries concerned.

As directed by the Central Government and pursuant to Accounting Standard-21 (AS-21) prescribed under the Companies (Accounting Standard) Rules, 2006, Consolidated Financial Statements presented by your Company include financial information about its aforesaid subsidiaries. The financial statements of your Company as well as its aforesaid subsidiaries will also be available on the website of your Company(www.money-matters.in)

AUDITORS:

During the year under review M/s. Haribhakti & Co., Chartered Accountants, Mumbai tendered their resignation as Statutory Auditors of the Company and its subsidiaries vide their letter dated January12,2011.

M/s. Karnavat & Co., Chartered Accountants, Mumbai, were appointed as a Statutory Auditor by members in the Extraordinary General Meeting held on February 25, 2011. M/s. Karnavat & Co, Chartered Accountants, Mumbai, will retire as Statutory 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 the approval of the shareholders by way of an ordinary resolution. An appropriate resolution has been included inthe Notice ofthe 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.,CharteredAccountants, Mumbai.

AUDITORSREPORT:

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, 2011 which is self-explanatory and requires no comments or explanation under section 217(3) of theCompaniesAct,1956.

CORPORATE GOVERNANCE:

As per clause49 ofthe listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the statutory 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 areattachedtothe 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 March 31, 2011, was placedbefore the BoardatitsmeetingheldonMay30,2011.

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 duringFY2009-10.

During theyearunder reviewnooptionsweregranted. The Stock Options havenot yetbeen vested withtheemployees.

Disclosures, as prescribed under the SEBI Guidelines, are set out inAnnexuretothis 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:

i) in the preparation of annual accounts, all applicable accounting standards have beenfollowed alongwithproper explanation relating to material departures, ifany;

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 trueand fairviewofthestateofaffairsoftheCompanyason March 31, 2011, and of the profit of the Company for the accountingyear endedonthatdate;

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 detectingfraudandotherirregularities;

iv) the annual accountshave beenpreparedonagoing 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 ReportofBoardofDirectors)Rules,1988, arenotapplicable.

The foreign exchange earnings for the year 2010-11 stood at Rs. NIL (previous year Rs. 36.62 lacs) and foreign exchange outgo during theyearwasRs.76.15lacs (previous yearRs. 1.02Lacs).

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 writeto the Company Secretary at the registered officeoftheCompany.

ACKNOWLEDGEMENTS:

The Company is grateful to the Customers, Bankers, Statutory Authorities, Financial Institutions, Business Associates and the Government of India, particularly Ministry of Corporate Affairs, Ministry of Finance, the Reserve Bank of India, the Securities and Exchange Board of India, Stock Exchanges and other Government Agencies for their co-operation and guidance and looks forward to their continued support in the future.

Board of Directors wish to place on record their appreciation for the contributions made by the employees at all level, whose outstanding professionalism, commitment, initiative and solidarity has enabled the organisation to sustain during the challenging times. Finally, the Board of Directors express their gratitudetothe membersfortheirtrustand support.

For and on behalf of the Board

Rajesh Sharma

Chairman & Managing Director

Place: Mumbai

Dated: May 30, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report and the audited statement of accounts of your Company for the year ended March 31, 2010.

The financial year 2009-10 has been good for your Company with improved performance over the previous year on the back of its inherent strengths.

FINANCIAL PERFORMANCE (Rs. in crores) Standalone financial results:

Year Ended March 31, March 31, 2010 2009

Operating profit for the year 171.65 154.27

Less: Depreciation 0.34 0.05

PROFIT BEFORE TAX 171.31 154.22

Less: Tax provision 57.80 52.65

FBT provision - 0.10

Deferred tax (0.07) 0.03

Add: Income tax adjustment 0.02 -

PROFIT AFTER TAX 113.60 101.44



Less: Transferred to reserve fund in terms of section 45IC(1) of the Reserve Bank of India Act, 1934 22.83 20.29

NET PROFIT 90.77 81.15

Add: Balance brought forward 84.71 3.56

Less: Transferred to general reserve 12.00 -

Interim dividend 2.70 -

Proposed final dividend 2.78 -

Tax on dividend 0.92 -

Balance carried to balance sheet 157.08 84.71



Consolidated financial results:

(Rs. in crores)

Year Ended March 31, March 31, 2010 2009

Operating profit for the year 190.44 156.19

Less: Depreciation 0.84 0.59

PROFIT BEFORE TAX 189.60 155.60

Less: Tax provision 64.16 52.86

FBT provision - 0.11

Deferred tax (0.11) (0.02)

Add: Income tax adjustment 0.02 -

PROFIT AFTER TAX 125.57 102.65

Earning per share (Face value - Rs. 10/-)

Basic (Rs.) 46.19 45.50

Diluted (Rs.) 27.80 25.31



Your Company posted excellent results during 2009-10, earning gross income of ` 200.43 crores as compared to Rs. 169.76 crores in the previous year, posting an increase of 18.07% year-on-year basis. The profit after tax is Rs. 113.60 crores as against Rs. 101.44 crores in the previous year.

Your Companys operating income on consolidated basis stands at Rs. 227.04 crores as against Rs. 176.30 crores in the previous year, posting a growth of 28.78% year-on-year basis. The consolidated profit after tax is Rs. 125.57 crores as against Rs. 102.65 crores in the previous year.

DIVIDEND

Your Directors, at their meeting held on October 27, 2009, had declared an interim dividend of Rs. 1/- per equity share (i.e.10%) for the financial year 2009-10. The said interim dividend was paid in November 2009.

Your Directors have recommended a final dividend of Rs. 1/- per equity share (i.e. 10%) for the financial year 2009-10, aggregating Rs. 2.78 crores which, if approved at the ensuing Annual General Meeting, will be paid to i) those members whose names appear on the Register of Members of your Company on August 31, 2010, after giving effect to all valid share transfers in physical form lodged with the Company on or before August 31, 2010, and ii) to those members whose names appear as beneficial owners as at the end of business hours on that date, as per particulars to be furnished for this purpose, by the Depositories, viz. National Securities Depository Limited and Central Depository Services (India) Limited.

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 given as a separate statement in the Annual Report.

SHARE CAPITAL

In terms of the Letter of Offer dated February 21, 2009, the Company issued and allotted 18,000,400 equity shares of Rs. 10/- each for cash at par to shareholders of the Company on a rights basis in the ratio of two (2) equity shares for every equity share held, along with a

detachable warrant for each equity share issued on a rights basis during the financial year 2008-09. Accordingly, 18,000,400 detachable warrants were also issued and allotted to shareholders on March 27, 2009, with an exercise period having commenced after the expiry of six months from the date of allotment of the said warrants up to eighteen months i.e. from September 27, 2009 to September 26, 2010. Subsequently, the warrant holders, at their meeting held on December 16, 2009, extended the validity of the Warrant Exercise Period by a period of 42 months from September 27, 2010 up to March 26, 2014.

During the year under review, the paid up equity share capital of your Company has increased by Rs. 0.75 crores on account of allotment of equity shares on January 2, 2010, pursuant to conversion of 750,705 warrants into equity shares of Rs. 10/-, each fully paid up for cash at a premium of Rs. 97.47 per share. The said equity shares were listed on the Bombay Stock Exchange Limited on January 28, 2010.

DIRECTORS

During the year under review, Mr. Suresh Gattani, Mr. Purushottam Srinivasan, Mr. Sanjay Khemani and Mr. Pawankumar Varma have resigned as Directors on August 21, 2009. Mr. Pawan Bansal, who was appointed as an Additional Director on August 21, 2009, has resigned with efect from September 22, 2009.

Your Board has placed on record its appreciation of the invaluable services and guidance given by them during their respective tenures as Directors of the Company.

During the year under review, Mr. R. N. Bhardwaj, Dr. B. Samal and Mr. V. P. Singh were appointed as Additional Directors of the Company on August 21, 2009. At the fifteenth Annual General Meeting of the Company, held on September 22, 2009, their appointments were confirmed by the shareholders.

Mr. Pramod Kasat and Mr. Sanjiv Kapoor were appointed as Additional Directors of the Company with effect from April 16, 2010 and July 10, 2010, respectively. Mr. Pramod Kasat has been designated as the Whole-time Director of your Company for a period of three years from April 16, 2010 to April 15, 2013 on such terms and conditions including remuneration payable to him as proposed for your approval in Item No. 7 of the Notice of the ensuing Annual General Meeting.

In terms of the provisions of section 260 of the Companies Act, 1956, Mr. Pramod Kasat and Mr. Sanjiv Kapoor will hold their respective offices as Directors only up to the date of the ensuing Annual General Meeting. Being eligible, they offer themselves for re- appointment. Your Company has received notices in writing from a member proposing their candidatures for appointment as Directors.

As per the provisions of section 256 of the Companies Act, 1956, Mr. R. N. Bhardwaj and Dr. B. Samal would retire by rotation, and being eligible, offers themselves for re-appointment.

Brief resume of Directors, the nature of their expertise in specific functional areas, names of companies in which they hold directorships and the memberships/chairmanships of committees of the Board etc., as stipulated under clause 49 of the listing agreement with stock exchanges, are provided in the Report on Corporate Governance, forming part of the Annual Report.

APPOINTMENT OF COMPANY SECRETARY AND COMPLIANCE OFFICER

During the year under review, Mr. Vishal Joishar resigned as Company Secretary on September 1, 2009.

As required under section 383A of the Companies Act, 1956 read with the provisions of the listing agreement with stock exchanges, Mr. Yogesh Kolwalkar, an associate member of the Institute of Company Secretaries of India, New Delhi, has been appointed as the Company Secretary and Compliance Officer on April 1, 2010.

RESERVE BANK OF INDIA DIRECTIONS

During 2009-10, your Company has not accepted any deposits from the public. 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

In an effort to further maximise effciencies and improve coordination, your Company formed two more wholly owned subsidiaries viz., Money Matters Research Private Limited and Money Matters Resources Private Limited, on January 22, 2010 and March 12, 2010, respectively, during the year under review.

Money Matters Research Private Limited is engaged in the business of financial research, economic & business research, equities & debt

research, computer financial modeling, providing consultancy services, etc. Money Matters Resources Private Limited is engaged in the business of providing consultancy for financial services, including advising on investment of funds, asset management, syndication of funds, venture capital or venture capital trust, etc.

The first accounts of these subsidiaries would be drawn for the period ending March 31, 2011 as per the provisions of the Companies Act, 1956.

Other four subsidiaries of your Company are Money Matters Securities Private Limited, Money Matters Investment Advisors Private Limited, Money Matters Distribution Company Private Limited and Money Matters Capital Private Limited.

In terms of the approval granted by the Central Government vide their letter No. 47/493/2010-CL-III dated May 17, 2010 under section 212(8) of the Companies Act, 1956, copies of the balance sheet, profit and loss account and reports of the Board of Directors and Auditors of Money Matters Securities Private Limited, Money Matters Investment Advisors Private Limited, Money Matters Distribution Company Private Limited and Money Matters Capital Private Limited have not been attached with the balance sheet of your Company. However, these documents will be made available upon request by any member interested in obtaining the same. These documents are available on the website of the Company www.money-matters.in.

As directed by the Central Government, the financial data of the said subsidiaries has been furnished in the Notes on Financial Statements, which forms part of the Annual Report. The annual accounts of your Company, including that of the aforesaid four subsidiaries, will be kept for inspection by any member. Further, pursuant to Accounting Standard-21 (AS-21) prescribed under the Companies (Accounting Standard) Rules, 2006, the Consolidated Financial Statements presented by your Company include financial information about its aforesaid four subsidiaries. The financial statements of your Company as well as its aforesaid four subsidiaries are also available on the website of your Company.

A new company namely, Money Matters Advisory Pte. Ltd. has been incorporated on July 12, 2010 in Singapore as a wholly owned subsidiary of Money Matters Research Pvt. Ltd. Money Matters

Research Pvt. Ltd. is a wholly owned subsidiary of the Company. Money Matters Advisory Pte. Ltd. would be engaged in the business of providing advisory and consultancy services.

All the aforesaid subsidiaries are non-material unlisted subsidiaries of your Company.

AUDITORS

M/s. Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants, Kolkata who would be retiring as Statutory Auditors of your Company at the ensuing Annual General Meeting, have expressed their unwillingness to be re-appointed due to their pre- occupation.

It is proposed to appoint M/s. Haribhakti & Co., Chartered Accountants, Mumbai in place of the retiring Auditors. In terms of the provisions of section 225 of the Companies Act, 1956, the appointment of Auditors in place of the retiring Auditors of the Company requires the 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. Haribhakti & Co., Chartered Accountants, Mumbai.

AUDITORS REPORT

M/s. Agarwal Gupta Nokari & Rustagi Associates, the Statutory Auditors of your Company, submitted their reports on the Standalone and Consolidated accounts of the Company for the year ended March 31, 2010 which are 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 are 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–F&A on the financial statements of your Company for the year ended March 31, 2010, was placed before the Board at its meeting held on July 10, 2010.

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, the Compensation & Remuneration Committee (formerly known as Compensation Committee) granted 875,000 Stock Options to eligible employees of the Company and its subsidiaries. The Stock Options have not yet been vested with the employees.

Disclosures, as prescribed under the SEBI Guidelines, are set out in Annexure to this Report. Pursuant to para No. 14 of the SEBI Guidelines, a certificate dated July 10, 2010 issued by the Statutory Auditors of the Company will be placed before the shareholders at the ensuing Annual General Meeting of the Company.

FURTHER ISSUE OF CAPITAL

In order to augment its resources for growth, expanding asset financing business and other corporate purposes, your Company proposes to raise funds up to Rs. 750 crores by further issue of capital in one or more tranches, in accordance with the provisions of the Companies Act, 1956 and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

In accordance with the provisions of section 81(1A) of the Companies Act, 1956, read with the provisions of the listing agreement with stock exchanges, the proposed issue of capital would require approval of the shareholders by way of a special resolution. An appropriate resolution has been included in the Notice of the ensuing Annual General Meeting for approval of the shareholders.

SUB-DIVISION OF EQUITY SHARES

The Board of Directors, at its meeting held on July 10, 2010, has, subject to the consent of the shareholders, approved sub-division of each of the equity shares of the face value of ` 10/- each in the authorized share capital of the Company into two equity shares of Rs. 5/- each. This would necessitate consequential changes in the Capital Clause of the Memorandum of Association of your Company.

The necessary resolutions have been proposed in the Notice of the ensuing Annual General Meeting for approval of the shareholders.

POSTAL BALLOT NOTICE

Your Company has proposed to seek approval of members through postal ballot in respect of the following:

a) Setting a limit under section 293(1)(a) of the Companies Act, 1956, up to which the Board/Committee of Directors can mortgage and/or charge the immovable and/or movable properties of the Company to secure the loans, financial assistances/ credit facilities obtained/to be obtained by the Company from the lenders; and

b) Setting a limit under section 372A of the Companies Act, 1956, up to which the Board of Directors/Committee of Directors can invest in the share capital of any body corporate, make loans, give guarantees or provide security in connection with loans made by any other person to, or to any other person by, any body corporate.

Your Company has despatched the Postal Ballot Notice containing necessary draft resolutions together with the relevant Explanatory Statements for shareholders’ approval. Shareholders are requested to return the completed Postal Ballot Form on or before September 4, 2010. The results of Postal Ballot will be announced by the Chairman at the ensuing Annual General Meeting.

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:

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, 2010, and of the profit of the Company for the accounting year ended on that date;

iii) proper and suficient 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.

The foreign exchange earnings for the year 2009-10 stood at Rs. 0.37 crores (previous year Rs. 0.41 crores) and foreign exchange outgo during the year was Rs. 0.01 crores (previous year Nil).

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.

APPRECIATION

The Directors wish to thank our bankers, financial

institutions, business associates, clients, consultants, advisors, shareholders, investors and the employees of the Company, subsidiaries/associate companies for their continued co-operation and support.

Your Directors would also like to place on record their sincere appreciation for the co-operation received from the Reserve Bank of India and all other statutory and regulatory bodies.

For and on behalf of the Board

Rajesh Sharma

Chairman & Managing Director Place: Ambavane, Pune

Dated: July 10, 2010


Mar 31, 2009

The Directors have pleasure in presenting their 15th Annual Report and the audited statement of accounts of the Company for the year ended March 31, 2009.

Financial results (Rs. in lacs)

2008-09 2007-08



Operating profit for the year 15,426.50 629.70

Less: Depreciation 4.65 0.71

Profit before tax 15,421.85 628.99

Add/(less): Tax provision (5,265.00) (203.00)

FBT provision (9.80) (0.05)

Add/(less): Deferred tax (2.70) 0.56

Profit after tax 10,144.35 426.50

Less: Transferred to reserve fund in terms of 2,028.87 85.30 Section 45ICO) of the Reserve Bank of India Act, 1934

Net profit 8,115.48 341.20

Add: Balance brought forward 355.64 14.44

Balance carried to balance sheet 8,471.12 355.64

Performance of your Company

During 2008-09, your Company earned gross income of Rs. 16,975.68 lacs.

During 2008-09, Money Matters Securities Pvt. Ltd (MMSPL), the wholly-owned subsidiary of your Company, earned gross revenue of Rs. 572.67 lacs and profit after tax of Rs. 109.83 lacs from stock broking and advisory services.

Your Company promoted the wholly-owned subsidiary, Money Matters Investment Advisors Private Limited (MMIAPL), which was incorporated on April 15, 2008. MMIAPL obtained the merchant banking licence from SEBI and is involved in the advisory services. During 2008-09, MMIAPL earned gross revenue of Rs. 102.46 lacs and profit after tax of Rs. 11.88 lacs from advisory services.

Your Company also promoted the wholly-owned subsidiary Money Matters Distribution Company Pvt. Ltd (MMDCPL). MMDCPL was incorporated on November 18, 2008. MMDCPL has not yet commenced its operations.

Consolidated accounts

The consolidated financial statements of the Company prepared as per Accounting Standards 21 and other applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and Clause 32 of the Listing Agreement with the stock exchanges with its subsidiaries are annexed and form a part of the Annual Report and accounts.

The Companys operating income on a consolidated basis was Rs. 17630.39 lacs and the consolidated net profit of your Company after provision for taxation was Rs. 10265.17 lacs.

Listing

Your Company, at present, is listed at the following stock exchange.

1. The Bombay Stock Exchange Ltd

P.J. Towers, Dalai Street, Fort, Mumbai - 400 001 Listing fee up to the financial year 2009-2010 have been paid to the stock exchange.

Strengthening of human capital

The Company was able to attract qualified, experienced and talented professionals across various levels thereby strengthening your Companys presence in the present vibrant market. This will also help the Company in tapping new clients.

Dividend

With a view to strengthen the financial leverage of trie Company, the Board of Directors of your Company did not recommend payment of any dividend for the year.

Share capital

During 2008-09, the Company issued 1,80,00,400 equity shares of Rs. 10 each for cash at par to the equity shareholders of the Company on rights basis in the ratio of two equity shares for every one equity shares and for every one equity shares being allotted on rights basis the allottee will also receive one detachable warrants.

The new shares, so issued, ranks pari passu with existing equity share capital of the Company and the shares and warrants are now both tradeable on the Bombay Stock Exchange Ltd.

Conversion of warrants

The warrants issued by the Company during the year on rights basis shall be convertible into one equity share of face value of Rs. 10 each as per the terms mentioned in the Letter of Offer dated February 21, 2009-

Warrant exercise period shall be the period commencing after six months from the date of allotment i.e. March 27, 2009 up to 18 months from the date of allotment of the warrants.

As per the terms of the issue of warrants, the warrants shall be converted at an exercise price which is calculated as below:

Warrant exercise price shall be at a discount of 20% to the market price subject to a minimum of Rs. 10.

And market price shall be calculated as under

Market price (as adjusted for share split or issue of bonus shares) shall be the higher of the following:

(a) The average price of the equity shares of the Company computed as the average of the weekly high and low of the closing prices of the shares of the Company during the six months immediately preceeding the month in which the exercise price is announced. The said high and low closing prices shall be the prices quoted on the exchange where the highest volumes of the shares of the Company are recorded during the said period.

(b) Average of the weekly high and low of the closing prices of the related shares during the two weeks preceding the month in which the exercise price is announced. The said high and low closing prices shall be the prices quoted on the exchange where the highest volumes of the shares of the Company are recorded during the said period.

Provided further that, in the event of any share split or issue of bonus shares by the Company the issue price stated above shall be adjusted accordingly for the purpose of arriving at the applicable discount to the market price for warrant exercise. The applicable exercise price valid for period of three months; would be advertised by us in English national daily, one Hindi national daily with wide circulation and a regional language daily circulated at the place where our registered office is situated. The applicable exercise price shall be advertised within three working days of the beginning of the exercise period or the expiry of the previously announced price.

Employee stock option

The Board approved the Employee Stock Option Scheme, 2009 (ESOP) to be granted to the permanent employees of the Company and its subsidiaries and the appropriate resolutions for approval of the ESOP Scheme, 2009 of the Company are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

Directors

Resignations of Directors

Mr. Suresh Gattani resigned as the Wholetime Director of the Company, w.e.f. from August 21, 2009. Your Directors feel privileged to have had an association with Mr. Suresh Gattani and express their appreciation for the valuable contribution made by him during his tenure as the Director of your Company.

Mr. Sanjay Khemani resigned as the Director of the Company, w.e.f. August 21, 2009- Your Directors feel privileged to have had an association with Mr. Sanjay Khemani and express their appreciation for the valuable contribution made by him during his tenure as the Director of your Company.

Mr. Pawankumar Varma resigned as the Director of the Company, w.e.f. August 21, 2009. Your Directors feel privileged to have had an association -
Mr. Purushottam Srinivasan resigned as the Director of the Company, w.e.f. August 21, 2009. Your Directors feel privileged to have had an association with Mr. Purushottam Srinivasan and express their appreciation for the valuable contribution made by him during his tenure as the Director of your Company.

Appointment of Additional Directors

Mr. Pawan Bansal was appointed as Additional Director of the Company on August 21, 2009- In terms of Section 260 of the Companies Act, 1956, Mr. Pawan Bansal vacates the office of Director at the ensuing Annual General Meeting. The Company received notice in writing from a member proposing the candidature of Mr. Pawan Bansal for the office of Director being liable to retire by rotation.

Mr. Raj Narain Bhardwaj was appointed as Additional Director of the Company on August 21, 2009. In terms of Section 260 of the Companies Act, 1956, Mr. Raj Narain Bhardwaj vacates the office of Director at the ensuing Annual General Meeting. The Company received notice in writing from a member proposing the candidature of Mr. Raj Narain Bhardwaj for the office of Director being liable to retire by rotation.

Dr. Bidhubhusan Samal was appointed as Additional Director of the Company on August 21, 2009. In terms of section 260 of the Companies Act, 1956, Dr. Bidhubhusan Samal vacates the office of Director at the ensuing Annual General Meeting. The Company received notice in writing from a member proposing the candidature of Dr. Bidhubhusan Samal for the office of Director being liable to retire by rotation.

Mr. Vishwanath Prasad Singh was appointed as Additional Director of die Company on August 21, 2009. In terms of Section 260 of the Companies Act, 1956, Mr. Vishwanath Prasad Singh vacates the office of Director at the ensuing Annual General Meeting. The Company received notice in writing from a member proposing the candidature of Mr. Vishwanath Prasad Singh for the office of Director being liable to retire by rotation.

Appropriate resolutions for appointment of the aforesaid Directors of the Company are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

The Board recommends appointment of aforesaid Directors.

In pursuance of Clause 49 of the Listing Agreement the Board nominated Mr. Raj Narain Bhardwaj on the Board of the subsidiaries Money Matters Securities Pvt. Ltd (upon receipt of approval from NSE & BSE), Money Matters Investment Advisors Pvt. Ltd and Dr. Bidhubhusan Samal on the Board of the subsidiaries Money Matters Distribution Company Pvt. Ltd and Money Matters Capital Pvt. Ltd.

Reserve Bank of India directions

During 2008-09, the Company did not accept any deposits from the public and there were no deposits due for repayment or renewal. The Company complied with the directives issued by the Reserve Bank of India under the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007.

Subsidiary companies

The financial statement along with the report of the Board of Directors of the Companys wholly-owned subsidiaries namely Money Matters Securities Pvt. Ltd (MMSPL), Money Matters Investment Advisors Pvt. Ltd (MMIAPL) and Money Matters Distribution Company Pvt. Ltd (MMDCPL) for the year ended March 31, 2009 are attached along with the statement pursuant to Section 212 of the Companies Act, 1956 with respect to the said subsidiaries. As Money Matters Capital Pvt. Ltd (MMCPL) the wholly-owned subsidiary of your Company was recently incorporated on August 11, 2009, the financial statement and its report is not attached. The review of performance of the subsidiaries is as under:

1. Money Matters Securities Private limited (MMSPL)

MMSPL is carrying on a business of a stock broking and is a registered member of BSE (Cash Segment) and NSE (Cash and FNO segment). To cope up with the growing competition and offer a variety of financial product available in the market to the clients, MMSPL also took a membership of currency derivatives of NSE and wholesale debt market of BSE.

2. Money Matters Investment Advisors Private Limited (MMIAPL)

MMIAPL was incorporated on April 15, 2008 for undertaking merchant banking activity. During the year, MMIAPL obtained merchant banking license issued by the Securities and Exchange Board of India (SEBI) under the SEBI (Merchant Bankers) Regulations, 1992.

3. Money Matters Distribution Company Private Limited (MMDCPL)

MMDCPL was incorporated on November 18, 2008 for carrying on the business of distribution of Insurance and Mutual Fund products. The Company is yet to commence its business operations.

4. Money Matters Capital Private Limited (MMCPL)

MMCPL was incorporated on August 11, 2009 for carrying on the business of financing, money lending, • bill discounting, factoring corporate lending and other types of lending activities with or without securities.

Auditors

M/s. Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants, retire as statutory auditors of the Company at the ensuing Annual General Meeting and gave their consent for reappointment.

As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained a written certificate from M/s. Agarwal Gupta Nokari & Rustagi Associates, Chartered Accountants, to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Auditors Report

The statutory auditors of the Company submitted their report on the accounts of the Company for the accounting year ended March 31, 2009 which is self-explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the stock exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Auditors Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Since your Company does not own manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated as per Section 217(l)(e) of the Companies Act read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 were not applicable. The Company has foreign exchange earnings and there was no foreign exchange outgo during the year as mentioned herein under

Additional Information pursuant to the provisions of paragraphs 3, 4C and 4D of part II of Schedule VI to The Companies Act, 1956 (to the extent applicable) are as under

(a) Earning in foreign currency : Rs. 40,54,765 previous year (Nil)

(b) Expenditure in foreign currency : Rs. Nil previous year (Nil)

Additional disclosures

In line with the requirements of the Accounting Standards of the Institute of Chartered Accountants of India, your Company made additional disclosures in respect of related party transactions, segment reporting, earning per share and deferred tax assets/liabilities.

Directors responsibility statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Management your Directors state that

i) In the preparation of the annual accounts, the applicable accounting standards were followed

ii) They selected such accounting policies and applied them consistently and reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2009 and of the profit of the Company for the year under review

iii) They took proper and sufficient care to maintain 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) They prepared the annual accounts on a going concern basis.

Acknowledgement

Your Directors take this opportunity to thank its bankers, regulatory authorities and business associates for their valuable support and above all its valued customers, who by their patronage have helped the Company to reach new heights every year. Your Directors also place on record their deep appreciation for the employees of the Company for their commitment and contribution as well. Your involvement as shareholders is also valued and your Directors look forward to your continuing support.

For and on behalf of the Board

Place: Mumbai Rajesh Sharma

Dated: August 21, 2009 Chairman and Managing Director

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