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Directors Report of CNI Research Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting herewith the Thirty Second Annual Report of the Company together with Audited Accounts for the year ended 31 st March 2014.

Particulars 2013-14 2012-13 Rs. Rs.

Total Income 3,11,76,002 15,12,12,488

Profit/(loss) before Depreciation 3,54,155 7,25,852

Less: Depreciation & Amortization 2,56,438 2,46,275

Profit / (Loss) before tax 97,717 4,79,577

Provision for tax net off Differed Tax 46,699 50,518

Earlier Tax provisions written back 15,70,105 NIL

Profit/(Loss) after Taxation 17,14,522 4,29,059

Your company Sustained the Seven years down turn after Lehman and now likely to grow in tune with the market growth.

This is well known fact that 90% of the retail investors had deserted capital market as they were finding trading in commodity and currency easier with less amount of margin requirement. The absence of physical settlement had reduced equity to piece of paper. The volatility has increased many folds. The equity market made new highs, the area of operations was dominated by FII and DII etc. and it was restricted to only Nifty and Sensex stocks. FIIs now own 30% of Sensex and Nifty stock and hence there is no alternative to them to remain bullish in India Cni had projected pre election that NDA will get 272 seats and investors should remain long before election. The gamble played off as Nifty and Sensex gave 25% immediate returns.

At the same time Indian economy hit the bottom, cyclical recovery is in place, global recovery is also there. RBI so far holding on rates and any rate cut will add more strength in the economy and the market. The end of policy paralysis, recovery in mid caps and small caps are bringing back retail investors, this is good for your company.

Your Company''s research has been well accepted by FIIs and overseas investors. Your Company''s research is also helping members create wealth.

1200 odd companies are still suspended from trading, 2500 odd companies are in illiquid category and 800 are in trade to trade. This makes the equity investments and trading more challenging. Exit from such dead investments can raise investor''s confidence alarmingly.

Your management''s vision and perception has not changed. We still hold that Sensex 41000 is not a dream. In fact with lower retail ownership the hurdles in such targets will be very low. We expect even to see Sensex crossing 45000 in next 3 years.

We expect good times to return and next four years will be good for market.

We could not implement the business restructuring plans in last few years as the environment of business is continuously shrinking post LEHMAN issue and global economies are not responding to the changing environment. Those who tried to expand with leveraged debts are facing difficult challenges and going through the most difficult phase of their business. Most of debt ridden companies were not taken kindly by investors. Your company is still debt free. However some investors have shown keen interest in infusing much required funds in the Company which will help your company grow at desired pace.

FATE OF ACHIEVEMENT:

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for company''s outstanding contribution to society and to the nation. The fact that your company''s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of research is yet to be exploded in real context. Your Company has been rated among one of the best RESEARCH firm by another US based research firm.

Even with regard to the research your company ranked no 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company maintained consistency in the performance even the equity markets are swinging 10% every time.

The continued association of all global agencies along with fresh addition to ties ups like ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality and brand of your company. Your company is now extending tie up in Europe.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financial sector is performing very well and to achieve faster growth our financial sector would have to be wider in the sense that small companies should be given an opportunity to grow by providing them with the finance.

The company has entered into a content sharing agreement with Thompson Reuters, Capital IQ a division of Standard & Poor''s, Dow Jones Factiva a division of Dow Jones and TheMarkets.com division of Standard and Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for providing content and research on small and mid cap companies. This has helped the company to build its brand and make it an international brand.

Time is changing very fast and the idea of setting first of its kind of research house is finding wide acceptance globally.

Your company had also entered into high growth area such as investment banking and other financial solutions which are incidental to the core business of your company. Your company is now looking as fund based activities which can boost top line and bottom line to your company.

RISK:

Global markets recovered to all time high and even FED felt that QE needs to be eased. At the same time India is sleeping out on growth. High leverage of FII to equity and diversion of investors to commodity and currency has killed the depth in Indian equity market. The policy makers persisted with FII favored policies which increased the volatility to the highest level in India. Investors are still not ready to return to capital market. So long as this will remain in the current state, we do not think that the broad base entry of retail investors can be seen Indian terrain. We hope some measures will be announced to bring back retail investors.

The Ups and Downs of capital market has direct bearing on the revenue of the company and to counter the same your company has made sizable investments out of the current profits which are profitable. It was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. It has also checked the costs which will protect the business even in slum times. In internet business managing rising costs becomes a key subject of interest for investors, as they add employees and build up their infrastructures to support both expansion and ambitious innovation agendas.

TRANSFER TO RESERVES:

During the year under review, Rs. 17,14,520/- amount has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence, your directors not yet recommended dividend for the year under review. Your Company has rewarded members with good bonus track record and may continue its

CAPITAL STRUCTURE:

The authorized, issued, subscribed and paid up capital of the company during the year under review has not changed.

DEPOSITS:

During the period under review, your Company has not accepted/renewed any deposits.

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

REVIEW OF AUDITOR''S REPORT:

Your Directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

AUDITORS:

M/s. N.K Jalan & Co, Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint the statutory auditors for the financial year ended 31st March 2015.

STATUTORY COMPLIANCE:

The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement. Compliance certificates are obtained and the Board is informed of the same.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts for the year ended March 31, 2014; the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Shri Arun Kumar S. Jain is liable to retire by rotation and being eligible offers himself for re- appointment.

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

Since the Company is engaged in the service industry, the Company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the company is operating and to ensure that the Company uses the most suitable technology. During the year, the Company had earned Rs. 16,020/- (US $ 274.16) in the form of Royalty for sale of research reports. There is no outgoing in the form of foreign exchange. This does not include payments received from overseas partners and customer directly in Indian rupees.

The report in the prescribed format is given Annexure-I

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar, depository, exchange authorities and bankers who were instrumental in improving the operations of the company.

For and on behalf of Board Place: Mumbai sd/- Date: 22nd August, 2014 (Kishor P. Ostwal) Managing Director


Mar 31, 2013

The Directors have pleasure in presenting herewith the Thirty First Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL HIGH LIGHTS:

Particulars 2012-13 2011-12 rs. rs.

Total Income 15,12,12,488 44,835,987

Profit/(loss) before Depreciation 7,25,852 (5,629,238)

Less: Depreciation & Amortization 2,46,275 2,40,001

Profit / (Loss) before tax 4,79,577 (5,869,239)

Provision for tax 50,518 Nil

Profit/(Loss) after Taxation 4,29,059 (5,869,239)

Your company returned to profit this year irrespective of difficult and challenging scenario.

This is well known fact that 90% of the retail investors have deserted capital market as they are finding trading in commodity and currency easier with less amount of margin requirement. The absence of physical settlement had reduced equity to piece of paper. The volatility has increased many folds. The equity market though tried to make new highs, the area of operations was dominated by FII and DII etc. and it was restricted to only Nifty and Sensex stocks.

1400 odd companies are suspended from trading, 2100 odd companies are in illiquid category and 800 are in trade to trade. This makes the equity investments and trading more challenging.

Your management''s vision and perception has not changed. We still hold that Sensex 41000 is not a dream. In fact with lower retail ownership the hurdles in such targets will be very low

We expect good times to return and next four years will be good for market.

We could not implement the business restructuring plans in last few years as the environment of business is continuously shrinking post LEHMAN issue and global economies are not responding to the changing environment. Those who tried to expand with leveraged debts are facing difficult challenges and going through the most difficult phase of their business. Most of debt ridden companies were not taken kindly by investors. Your company is still debt free.

FATE OF ACHIEVEMENT:

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for company''s outstanding contribution to society and to the nation. The fact that your company''s content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Research in India is at a nascent stage unlike US and hence the true value of research is yet to be explored in real context. Even with regard to the research, your company ranked no 1 in India as it has maintained 95% strike rate in calls generated in A group investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com. Your company maintained consistency in the performance even the equity markets are swinging 10% every time.

The same is also made available in the Annual accounts for your ready reference. The management will be delighted if the stake holders take advantage of the expertise of your company for the individual gains.

The continued association of all global agencies along with fresh addition to ties ups like ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality and brand of your company.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financial sector is performing very well and to achieve faster growth our financial sector would have to be wider in the sense that small companies should be given an opportunity to grow by providing them with the finance.

The company has entered into a content sharing agreement with Thompson Reuters, Capital IQ a division of Standard & Poor''s, Dow Jones Factiva a division of Dow Jones and TheMarkets.com division of Standard and Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for providing content and research on small and mid cap companies. This has helped the company to build its brand and make it an international brand.

Time is changing very fast and the idea of setting first of its kind of research house is finding wide acceptance globally.

Your company had also entered into high growth area such as investment banking and other financial solutions which are incidental to the core business of your company. Your company is now looking as fund based activities which can boost top line and bottom line to your company

RISK:

Global markets recovered to all time high and even FED felt that QE needs to be eased. At the same time India is sleeping out on growth. High leverage of FII to equity and diversion of investors to commodity and currency has killed the depth in Indian equity market. The policy makers persisted with FII favored policies which increased the volatility to the highest level in India. Investors are still not ready to return to capital market. So long as this will remain in the current state, we do not think that the broad base entry of retail investors can be seen Indian terrain. We hope some measures will be announced to bring back retail investors.

The Ups and Downs of capital market has direct bearing on the revenue of the company and to counter the same your company has made sizable investments out of the current profits which are profitable. It was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. It has also checked the costs which will protect the business even in slum times. In internet business managing rising costs becomes a key subject of interest for investors, as they add employees and build up their infrastructures to support both expansion and ambitious innovation agendas.

TRANSFER TO RESERVES:

During the year under review, Rs. 429,057 has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence, your directors do not recommend dividend for the year under review.

CAPITAL STRUCTURE:

The authorized, issued, subscribed and paid up capital of the company during the year under review has not changed.

DEPOSITS:

During the period under review, your Company has not accepted/renewed any deposits within the meaning of section 58A of the Companies, Act 1956 and the rules made there under

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

REVIEW OF AUDITOR''S REPORT

Your Directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

AUDITORS

M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint the statutory auditors for the financial year ended 31st March, 2014.

STATUTORY COMPLIANCE:

The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement. Compliance certificates are obtained and the Board is informed of the same.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Mayur Doshi is liable to retire by rotation and being eligible offers himself for re- appointment.

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

Since the Company is engaged in the service industry, the Company does not consume substantial energy. It is the policy of the management to keep itself abreast of technological developments in the field in which the company is operating and to ensure that the Company uses the most suitable technology. During the year, the Company had earned Rs. Rs. 23,871/- (US $ 476.41) in the form of Royalty for sale of research reports. There is no outgoing in the form of foreign exchange. This does not include payments received from overseas partners and customer directly in Indian rupees.

The report in the prescribed format is given Annexure-I

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar, depository, exchange authorities and bankers who were instrumental in improving the operations of the company.

For and on behalf of Board

Place: Mumbai sd/-

Date: 31.05.2013 (Kishor P. Ostwal)

Managing Director


Mar 31, 2012

The Directors have pleasure in presenting herewith the Thirtieths Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL HIGH LIGHTS:

Particulars 2011-12 2010-11 Rs. Rs.

Total Income 44,835,987 380,348,864

Profit/(loss) before Depreciation (5,629,238) 5,988,794

Less: Depreciation & Amortization 240,001 232,576

Profit / (Loss) before tax (5,869,239) 5,756,218

Provision for tax NIL 1,089,370

Profit/(Loss) after Taxation (5,869,239) 4,705,588

The reported profit after tax is lower due to the fact that your company decided to clean up balance sheet. The management has written off the unrealizable balances as well as certain unrealizable investments worth Rs 103 lacs. The advantage with your company is that it is still a debt free company.

In continuation with the policy of your company to grow in different vertical to reduce the dependence on the equity market alone; your company has been diversifying into distribution business apart from other main stream businesses. There is no change of vision as your company has formed its opinion that equity markets are set to test 41000 Sensex by 2015 and this is a good time to leverage businesses as a going concern.

We could not implement the business restructuring plans in last few years as the environment of business is continuously shrinking post LEHMAN issue and global economies are not responding to the changing environment. Those who tried to expand with leveraged debts are facing difficult challenges and going through the most difficult phase of their business. Your company is now hopeful to raise funds through equity and complete the business restructuring in F Y 12-13.

FATE OF ACHIEVEMENT:

Your company which has strategic partnerships with the best global agencies in the world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award" and "Quality Brand" from Council for Economic Growth and Research (CEGR) for company's outstanding contribution to society and to the nation. The fact that your company's content has been picked by NY times FT USA clearly suggests that the quality of the content is world class. Your company has been invited by many international rating and performance agencies for awards in the field of research.

Even with regard to the research, your company ranked no 1 in India as it has maintained 95% strike rate in calls generated in A gr investment and trading. The performance of your company is exhibited on the home page of the website of your company www.cniglobalbiz.com

The same is also made available in the Annual accounts for your ready reference. The management will be delighted if the stake holders take advantage of the expertise of your company for the individual gains.

The continued association of all global agencies along with fresh addition to ties ups like ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality and brand of your company.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financial sector is performing very well and to achieve faster growth our financial sector would have to be wider in the sense that small companies should be given an opportunity to grow by providing them with the finance.

The company has entered into a content sharing agreement with Thompson Reuters, Capital IQ a division of Standard & Poor's, Dow Jones Factiva a division of Dow Jones and TheMarkets.com division of Standard and Poor USA, Blue Matrix and ISI Emerging markets UK and Bloomberg for providing content and research on small and mid cap companies. This has helped the company to build its brand and make it an international brand. The process of creation of global subsidiaries is under planning stage as your company is very conservative in expansion in the current environment as the same has to be done with internal accrual rather than debts.

Time are changing very fast and the idea of setting first of its kind of research house is finding wide acceptance globally.

Your company had also entered into high growth area such as investment banking and other financial solutions which are incidental to the core business of your company. Your company is now looking as fund based activities which can top line and bottom line to your company.

RISK:

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. The consensus opinion among the investor's community and trader's community is that India's policy makers need to address the major concerns of Indian capital market which are overdue for last one decade. The return of retail investors is highly dependent on the introduction of physical settlement in the derivative segment and also the reforms to phase out the manual handling of important issues which made more than 2000 companies illiquid that is trade to trade movement of stocks under the garb of surveillance. So long as this will remain in the current state, we do not think that the broad base entry of retail investors can be seen Indian terrain.

The Ups and Downs of capital market has direct bearing on the revenue of the company and to counter the same your company has made sizable investments out of the current profits which are profitable. It was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. It has also checked the costs which will protect the business even in slum times. In internet business managing rising costs becomes a key subject of interest for investors, as they add employees and build up their infrastructures to support both expansion and ambitious innovation agendas.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence, your directors not yet recommended dividend for the year under review.

CAPITAL STRUCTURE:

The authorized, issued, subscribed and paid up capital of the company during the year under review has not changed.

DEPOSITS:

During the period under review, your Company has not accepted/renewed any deposits within the meaning of section 58A of the Companies, Act 1956 and the rules made there under

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

REVIEW OF AUDITOR'S REPORT

Your Directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

AUDITORS

M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint the statutory auditors for the financial year ended 31st March, 2013.

STATUTORY COMPLIANCE:

The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement. Compliance certificates are obtained and the Board is informed of the same.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Arun S. Jain is liable to retire by rotation and being eligible offers himself for re-appointment.

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

Since the Company is engaged in the service industry, the Company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the company is operating and to ensure that the Company uses the most suitable technology. During the year, the Company had earned Rs. 48,472/- (US $ 1,079.39 ) in the form of Royalty for sale of research reports. There is no outgoing in the form of foreign exchange. This does not include payments received from overseas partners and customer directly in Indian rupees.

The report in the prescribed format is given Annexure-I

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENTS

Your Directors take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar, depository, exchange authorities and bankers who were instrumental in improving the operations of the company.

For and on behalf of Board

Place: sd/-

Date: 26.07. 2012 (Kishor P. Ostwal)

Managing Director


Mar 31, 2010

The Directors have pleasure in presenting herewith the Twenty Eighth Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS;

Particulars 2009-10 2008-09

Rs. Rs.

Total Income 30,140,255 10,684,444

Profit/(loss) before Depreciation and Income Tax 18,766,562 (2,462,066)

Less: Depreciation & Amortization 577,911 481,032

Profit / (Loss) before tax 18,188,651 (2,943,388)

Provision for tax 3,114,404 2,094,732

Profit/(Loss) after Tax 15,074,247 (5,038,120)

Profit Brought Forward 41,805,642 46,843,761

Utilised for issue of bonus 2,602,250 41,805,642

Balance Carried Forward to Balance Sheet 54,277,638 46,843,761

Your company has reported PAT of 50% of the net income for the year. This has been the best year for the company even though the markets were not supporting. Your company is ready to ride the recover of capital market turmoil due to its expertise to predict the market behaviour successfully and accurately. Your company is so far debt free and not at all leveraged. It is high time to set the ball rolling now to take your company in high growth area. Accordingly the board had identified various niche areas to work on and is very confident that your company will outperform capital market growth in next 5 years. Business plans are drawn accordingly keeping in mind that Sensex will be travelling to 42000 plus by 2015 and there are enough opportunities on its way.

FUTURE PROSPECTS:

Today India is the fastest growing economy behind China this means that our financial sector is performing very well and to achieve faster growth our financial sector would have to be wider in the sense that small companies should be given an opportunity to grow by providing them with the finance. Even Govt has

recognized the importance of SME where your company is the having major market share and is a leader.

The company has entered into a content sharing agreement with Thompson Reuters, Capital IQ a division of Standard & Poors, Dow Jones Factiva a division of Dow Jones and TheMarkets.com LLC, USA for providing content and research on small and mid cap companies this has helped the company to build its brand and make it an international brand. Your company is also in the process of increasing its exposure to overseas market and for that it may even set up subsidiaries overseas in course of time.

Times are changing very fast and the idea of setting first of its kind of research house is finding wind acceptance globally.

Your company has also entered into high growth area such as investment banking and other financial solutions which are incidental to the core business of your company. It is also planning to enter into E - broking very soon. There are few more areas where your company could take lead to become earlier mover.

RISK:

The Ups and Downs of capital market has direct bearing on the revenue of the company and to counter the same your company has made sizable investments out of the current profits which are profitable. It was prudently decided by the management to invest in technology, investment opportunities instead of creating physical assets at this juncture. It has also checked the costs which will protect the business even in slum times. In internet business managing rising costs becomes a key subject of interest for investors, as they add employees and build up their infrastructures to support both expansion and ambitious innovation agendas. Your company also needs to tap more vertical integrations to spread the risk of vagaries of capital market.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to Reserves.

DIVIDEND:

The company is focusing on growth and hence, your directors do not recommend dividend for the year under review.

CAPITALSTRUCTURE:

Your promoters converted 18 lacs warrants into equity shares of the company during the year. Your company has also issued bonus shares at the rate of 1:1 during the financial year by capitalizing Capital reserve, Securities Premium and balance in Profit & Loss a/c. Your company has given 3 bonuses in last 4 years.

DEPOSITS:

During the period under review, your Company has not accepted/renewed any deposits within the meaning of section 58 A of the Companies, Act 1956 and the rules made there under

CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of this report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

REVIEW OF AUDITORS REPORT;

Your Directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

AUDITORS:

M/s. N.K Jalan & Co, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting. You are requested to re-appoint the statutory auditors for the financial year ended 31st March, 2011.

STATUTORY COMPLIANCF:

The Board and the Compliance Officer have ensured compliances of the SEBI regulations and provisions of the Listing Agreement. Compliance certificates are obtained and the Board is informed of the same.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended March 31,2010 on a going concernbasis.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mrs. Sangita Ostwal is liable to retire by rotation and being eligible offers herself for re-appointment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is engaged in the service industry, the Company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the company is operating and to ensure that the Company uses the most suitable technology. During the year, the Company did not earn or spend any foreign exchange.

The report in the prescribed format is given Annexure-I

DISCLOSURE UNDER SECTION 217(l)(c)OF THE COMPANIES ACT. 1956

The particulars required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure -1 to this Directors Report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the rates/amounts specified under Section 217 (2 A) of the Companies Act, 1956 read with the (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to thank its channel partners, all employees, analysts, economists, company secretary, registrar, depository, exchange authorities and bankers who were instrumental in improving the operations of the company.

For and on behalf of Board

sd/- Kishor Ostwal

Managing Director

Place: Mumbai

Date : 16.08.2010

 
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