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Directors Report of CNI Research Ltd.

Mar 31, 2016

Directors'' Report To, The Members, Cni Research Limited

The directors have pleasure in presenting herewith the Thirty Fourth Annual Report of the company together with Audited Accounts for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS:

Particulars

2015-16

2014 -15

Rs. in Lakhs

Rs. in Lakhs

Total Income

4,869.1

2,412.9

Profit/(loss) before Depreciation

-43.1

127.0

Less: Depreciation & Amortization

0.2

0.5

Profit / (Loss) before tax

-43.3

126.5

Provision for tax net off Differed Tax

0.0

25.3

Profit/(Loss) after Taxation

-43.4

101.2

Your company has grown its total income over 100% clocking a revenue of Rs. 48.7 crore. Equity segment was the major contributor with revenue standing at Rs. 48.5 crore. Muted performance of Indian equity markets in tandem with global equity markets has significantly impacted equity segment profits of your company. With prudent risk management, your company managed to minimize the overall negative impact of financial markets with your company''s losses remaining just about Rs. 43.4 lakhs.

Segment wise or product wise performance

Particular / Segment

Year ended 31st March 2016

Rs. In Lakhs

Equity

Content

Sale

Other Business Income

Research Product Sale

Total

Revenue (Net)

4,851.4

10.6

7.0

0.2

4,869.2

Profit /(Loss) before tax

-23.3

-27.1

7.0

0.2

-43.3

Capital expenditure

Nil

Nil

Nil

Nil

Nil

Retail participation in Indian stock markets has been growing in last few years driven by initiatives by the Indian government and stock exchanges to increase awareness amongst retail investors. Individual participation increased from 12.2% in FY 2015 to 13.9% in FY 2016. Moreover, India has one of the highest savings rate in the world. However, a very small percent of this household savings is actually in the form of capital markets investments. We believe development of capital markets is not possible without increased retail participation. Hence, we see tremendous opportunity in this segment for Cni in terms of content sale and equity research business. We are revamping our research and content sale business to cater to growing retail segment and execute our expansion plans.

Future Prospects

In FY 2016, India''s economic growth was strong growing 7.6% faster than China (CY 2015 real GDP growth of 6.9%) largely driven by reforms undertaken by the Prime Minister Modi led government. Progressive initiatives such as Make in India, Digital India, Smart Cities, large infrastructure projects, financial inclusion etc. to name a few. These initiatives should underpin long term growth prospects of the Indian economy as well as bode well for the performance of the financial sector in India. According to the IMF, Indian economy is expected to grow at a robust pace with next year''s real GDP growth exceeding China''s growth. Further, with Make in India campaign, the Indian government is emphasizing on local manufacturing, thus increasing the importance of SME sector where our company holds a key position in terms of advising and providing research content on the same. Moreover, your company already has content sharing agreements with various global financial data providers such as Thomson Reuters, Capital IQ - a division of Standard & Poor''s, Dow Jones Factiva and TheMarkets.com LLC, USA. Your company also provides research on small and mid cap companies to these global providers, helping us to build our brand across the globe and make Cni an international brand.

In the past, we have been accurate in predicting Nifty/ Sensex behavior supported by our in-house research capabilities. Indian economy is on growth trajectory and increased participation of retail investors should bode well for Indian capital markets growth. Cni''s research offering are well accepted by FIIs and overseas investors, helping them in wealth creation. Your company would go ahead with business restructuring plan which we had kept on hold for past few years due to challenging market conditions and muted performance of global economies. We would be aggressively expanding our content sale business segment as right data and information is a key in the current business environment. We are a debt free company and we intend to remain so. As reported in FY 2014 some investors and promoters did infuse funds in the company though the same was not up to the mark. In order to expand and execute our business plans we may raise further funds to capitalize the growing capital market and growth opportunities.

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 the 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. Your company has been rated among one of the best RESEARCH firms by another US based research firm.

Your company is the only non broker professional research firm duly registered with SEBI hence stands out on its own.

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 EMIS (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.

Risk

The weak global sentiments and fearsome approach of investors has affected your company too in the last fiscal. Strong decline in oil prices, slowdown in the Chinese economy and muted global growth prospects weighed on overall investment environment. Indian markets also remained volatile during the year despite policy makers continued to remain accommodative with FII favoured policies. However, looking ahead, we hope investor sentiments to be boosted by on-going reforms leading to steady economic growth, greater retail participation coupled with improving global markets outlook.

Capital market ups and downs have direct impact on the revenues of your company and to minimize these risks your company has made considerable investments out of profits earned and these investments are profitable. Further, we refrained ourselves from creating physical assets and it was prudently decided by the management to invest technology, investment opportunities instead of creating physical assets at this juncture. This has helped your company to sail through difficult market conditions as our costs remained always under check. We have been striking balance between executing both expansion and ambitious innovation agendas as well as managing rising costs, which is a key subject of interest for investors.

TRANSFER TO RESERVES

During the year under review, NIL amount has been transferred to Reserves.

DIVIDEND

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

CAPITAL STRUCTURE

The Board of Directors of the company has allotted 3,92,00,000 equity shares and 1,08,00,000 convertible equity warrants pursuant to conversion into equity shares. As on date the paid up share capital of the company is 11,48,04,500.

The details of Authorised Capital, Subscribed Capital & Paid up Capital is as under:-

Particulars

2015-16

2014-15

Rs.

Rs.

Authorised Capital

12,00,00,000

12,00,00,000

Subscribed & Paid up Capital

11,48,04,500

10,94,04,500

DEPOSITS

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

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. Kishor P. Ostwal is liable to retire by rotation and being eligible offers himself for reappointment.

Also, the Board of Directors of the company appointed Mr. Mehul Y. Desai as an Additional Independent Director of the company in the Board at the meeting held on July 30th, 2015 under Section 161 of the Companies Act, 2013. Further, pursuant to relevant provision of section 149 of the Companies Act, 2013, Mr. Mehul Y. Desai was appointed as Non Executive Independent Director of the company for a term of five years w.e.f. Thursday, July 30th, 2015 - at 33rd Annual General Meeting of the company.

The company has received declaration from all the Independent Directors of the company confirming that they meet criteria independence as prescribed under section 149(6) of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A calendar of meeting is prepared and circulated in advance to the Directors. During the year five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given as under:

Sr. No.

Date

Sr. No.

Date

Board Meeting

Audit Committee

1

April 13, 2015

1

April 13, 2015

2

May 19, 2015

2

May 19, 2015

3

July 30, 2015

3

July 30, 2015

4

November 10, 2015

4

November 10, 2015

5

February 11, 2016

5

February 11, 2016

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the stock exchanges for the period Wednesday, April 01st, 2015 to Monday, November 30th, 2015 and as referred to in provision of regulation 15(2) of Securities and Exchange Board of India (SEBI) (listing obligation and disclosure requirement) Regulation 2015 for the period Tuesday, December 01st, 2015 to Thursday, March 31st, 2016, 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 and relevant provision of SEBI (listing obligation and disclosure requirement) Regulation 2015, is presented in a separate section forming part of the Annual Report.

DETAILS OF SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the period under review, your company did not receive any such kind of order from the regulator or Courts or Tribunals.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The company''s internal control system is commensurate to the size, scale and complexities of its operations.

DETAILS OF ASSOCIATE COMPANIES

During the period under review, your company has one associate - Cni InfoXchange Pvt. Ltd.

STATUTORY AUDITORS

M/s. N.K Jalan & Co, Chartered Accountants, Statutory Auditors of the company hold office up to 35th Annual General Meeting and are eligible for re-appointment. The company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their reappointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditors.

COMMITTEES

During the year, in accordance with the Companies Act, 2013 and relevant provision of SEBI (listing obligation and disclosure requirement) Regulation 2015, the Board re-constituted some of its Committees. There are currently Three Committees on our Board which are as follows:

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and remuneration Committee

Details of all the aforementioned committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance.

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.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Mayur More & Associates, Practicing Company Secretaries, is appended as Annexure - II and forms part of this report.

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.

EXTRACT OF THE ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT9 as a part of this Annual Report is forming part of this Annual Report, as appended as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, provision of Corporate Social Responsibility (CSR) Rule has not applicable to your company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the company at www.cniglobalbiz.com under investors/policy documents/Vigil Mechanism Policy link.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, senior Management and their remuneration.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the company''s website www.cniglobalbiz.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the period under review, your company doesn''t have any transaction relating to loans, guarantee or investments under section 186.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, your company doesn''t have Contract or arrangement referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions

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. 6,637/- (~US $ 100) 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

MANAGERIAL REMUNERATION

A. Details of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

_During the period under review, not applicable to your company_

B. Details of the every employee of the company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C. During the period under review, No employee (s) fall under Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

D. Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board''s Report.

During the period under review, Mr. Kishor P. Ostwal, Managing Director and Mrs. Sangita Kishor Ostwal, Whole Time Director of the company drawing remuneration.

LISTING WITH STOCK EXCHANGES

The company confirms that it has paid the Annual Listing Fees for the year 2016-17 to BSE Limited where the company''s shares are listed.

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.

sd/-

For and on behalf of Board

Place: Mumbai Kishor P. Ostwal Mayur Shantilal Doshi

Date: 04th August 2016 Managing Director Director

DIN: 00460257 DIN: 02220572



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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