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Directors Report of Edelweiss Financial Services Ltd.

Mar 31, 2017

The Directors hereby present their 22nd Annual Report on the business, operations and state of affairs of the Company together with the audited financial statement for the year ended March 31, 2017:

FINANCIAL HIGHLIGHTS

I. Consolidated Financial Performance: (Rs. in million)

2016-17

2015-16

Total Income

66,335.97

53,157.35

Total Expenditure

56,756.32

46,969.18

Profit before tax

9,579.65

6,188.17

Provision for tax

3,947.28

2,353.78

Profit after tax

5,632.37

3,834.39

Add: Share of Minority Interest

460.69

309.44

Profit for the year after Minority Interest

6,093.06

4,143.83

Add: Surplus brought forward from previous year

11,179.08

10,833.72

Add/(Less): Effect of changes in Group’s interest

(310.52)

441.83

Profit available for appropriation

16,961.62

15,419.38

Less: Appropriations

Interim Dividend on Equity Shares

832.21

1,019.26

Dividend on Preference Shares

82.88

84.09

Transfer to Reserves

2,784.53

2,919.92

Dividend Distribution Tax

227.22

217.03

Surplus carried to the Balance Sheet

13,034.78

11,179.08

Earnings per equity share (Face Value - Rs.1/-)

Basic (Rs.)

7.26

5.01

Diluted (Rs.)

6.92

4.85

II. Standalone Financial Performance of Edelweiss Financial Services Limited:

(Rs. in million)

2016-17

2015-16

Total Income

4,504.65

3,383.41

Total Expenditure

3,068.76

1,533.45

Profit before tax

1,435.89

1,849.96

Provision for tax

145.83

294.02

Profit after tax

1,290.06

1,555.94

Add: Surplus brought forward from previous year

982.61

481.25

Profit available for appropriation

2,272.67

2,037.19

Less: Appropriations

Interim Dividend

832.21

1,019.26

Dividend Distribution Tax

4.13

35.32

Surplus carried to the Balance Sheet

1,436.33

982.61

Earnings per equity share (Face Value - Rs.1/-)

Basic (Rs.)

1.56

1.93

Diluted (Rs.)

1.49

1.87

DIVIDEND

During the year under review, your Directors declared and paid an interim dividend of Rs.1/- per share (on the face value of Rs.1 each). The total outlay on account of interim dividend (including Dividend Distribution Tax) was Rs.836.34 million. The Board has recommended a final dividend of Rs.0.30 per share (on the face value of Rs.1 each) for the financial year ended March 31, 2017. This would entail a payout of Rs.300.61 million including Dividend Distribution Tax.

The payment of the final dividend is subject to declaration by the members at the ensuing Annual General Meeting (AGM) and shall be paid to those members whose names appear in the Register of Members of the Company as on July 24, 2017. The Register of Members and the share transfer books will remain closed from July 24, 2017 to August 1, 2017 both days inclusive. The AGM of the Company is scheduled to be held on August 2, 2017.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have adopted a Dividend Distribution Policy and is available on the website of the Company at the link: https://edelweissfin.com/portal/0/documents/ miscellaneous/EFSLDividendDistributionpolicy. pdf.

SHARE CAPITAL

During the year under review 18,532,459 equity shares of Rs.1 each were allotted on exercise of the Options granted under various Employee Stock Option Schemes of the Company. Consequently, as at March 31, 2017, the paid-up share capital of the Company stood at Rs.832.57 million divided into 832,569,089 equity shares of Rs.1 each.

The disclosures with regard to the Stock Options as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at the link: https://edelweissfin.com/Home/AboutUs/ AnnualReports.aspx

FINANCE

Your Company continued to borrow funds inter alia by issue of Commercial Papers.

The Company enjoys high credit rating from the Rating Agencies. The credit ratings reflect the Company’s financial discipline and prudence.

INFORMATION ON The State OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

ABRIDGED FINANCIAL STATEMENTS

In terms of the provisions of Section 136 of the Companies Act, 2013, abridged financial statements as at March 31, 2017 and the Auditors’ Report on the abridged Financial Statements form part of the Annual Report. Full version of the Annual Report will be available on the website of the Company at the link: https://edelweissfin.com/ Home/AboutUs/AnnualReports.aspx and will also be made available to the members of the Company on request.

SUBISDIARIES

New subsidiaries during the year ended March 31, 2017:

- Edelweiss Asset Reconstruction Company Limited. (Associate till September 15, 2016); and

- Edelweiss Securities (IFSC) Limited;

Companies ceasing to be subsidiaries during the year ended March 31, 2017:

- Edelweiss Metals Limited;

- Edel Commodities Trading Limited;

- Edelweiss Commodities Nigeria Limited; and

- Societe Edelweiss Commodities (Chad) SARL.

The salient features of the financial statement of each of the subsidiaries and associates as required under the Companies Act, 2013 is provided in the consolidated financial statement. The financial statements of the subsidiary companies have been placed on the website of the Company -www.edelweissfin.com. Any member interested in obtaining a copy of financial statement of the subsidiaries may write to the Company Secretary, at the Registered Office of the Company.

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions entered by the Company are on arm’s length basis and in the ordinary course of business. the disclosure in this regard forming part of this report is provided in the financial statement. All the Related Party Transactions as required under AS-18 are reported in the Notes to the financial statement.

In accordance with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transactions Policy (the Policy). The Policy is available on the website of the Company at the link: https://edelweissfin. com/portals/0/documents/miscellaneous/ RelatedPartyTransactionsPolicy.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Independent Directors

Mr. P. N. Venkatachalam, Mr. Berjis Desai, Mr. Sanjiv Misra, Mr. Navtej S. Nandra, Mr. Kunnasagaran Chinniah and Mr. Sunil Mitra hold office as Independent Directors till the conclusion of the ensuing AGM. Except Mr. Sunil Mitra the aforesaid Directors have offered themselves for re-appointment for a second term of 5 years from the conclusion of this AGM till the conclusion of the 27th AGM to be held in the year 2022.

In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors h ave given a declaration that they meet the criteria of independence as provided in the said Section and in terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

ii. Other Directors

a. The Board of Directors at their meeting held on February 9, 2017 had subject to the approval of the members, re-appointed Mr. Rashesh Shah as the Managing Director & CEO and Mr. Venkatchalam Ramaswamy as an Executive Director for a period of 5 years w.e.f. April 1, 2017. The necessary resolutions in this regard are being placed for the approval of the members at the ensuing AGM.

b. Mr. Rujan Panjwani retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

iii. Change in the Directors & Key Managerial Personnel

There was no change in the Directors and Key Managerial Personnel (KMPs) during the year under review. Some of the KMPs of the Company are also the KMPs of the subsidiaries and draw remuneration from those subsidiaries.

NUMBER OF BOARD MEETINGS HELD

During the year ended March 31, 2017, the Board met 4 times.

REMUNERATION POLICY

The Company has formulated a Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is provided in Annexure I to this Report.

EVALUATION OF THE PERFORMANCE OF THE BOARD

A Board Evaluation Policy (the Policy) for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Nonexecutive Directors and its Committees has been adopted by the Company.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion contribution at the meetings, business acumen, strategic thinking, time commitment, relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

A meeting of the Independent Directors was held during the year under review. Based on the Policy and the parameters on the performance evaluation laid down in the Guidance Note issued by SEBI, an evaluation was carried out for the financial year ended march 31, 2017.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial control with reference to financial statement.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company comprises of the following independent Directors:

Mr. P. N. Venkatachalam - Chairman

Mr. Berjis Desai

Mr. Sanjiv Misra

Mr. Sunil Mitra

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee presently consists of:

Mr. Venkatchalam Ramaswamy Executive Director

Mr. Himanshu Kaji Executive Director

Mr. Rujan Panjwani Executive Director

Mr. P. N. Venkatachalam Independent Director

The CSR Policy of the Company is available on the website of the Company at the link: https://edelweissfin.com/portals/0/documents/ miscellaneous/CSRPolicy.pdf. Further details in this regard are provided in the Annexure II to this Report.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder (the Act), B S R & Associates LLP, Chartered Accountants (BSR) were appointed as the Auditors of the Company at the 19th AGM held on July 25, 2014 to hold office till the conclusion of this AGM.

Therefore, in accordance with the provisions of Section 139 of the Act, the Board has recommended the appointment of Price Waterhouse Chartered Accountants LLP as the auditors of the Company, for the approval of the members at the ensuing AGM. Price Waterhouse Chartered Accountants LLP have confirmed their eligibility to act as the auditors of the Company.

SECRETARIAL AUDIT

The Board had appointed BNP & Associates, Practicing Company Secretaries, as the Secretarial Auditor, to conduct the secretarial audit for the financial year ended March 31, 2017. The Report of the Secretarial Auditor is provided in Annexure III to this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace. No case was reported during the year under review.

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

A. Conservation of energy

i. The steps taken or impact on conservation of energy - The operations of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy wherever possible.

ii. The steps taken by the Company for utilising alternate sources of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

iii. The capital investment on energy conservation equipments - Nil

B. Technology absorption

i. The efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology has been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

iv. The expenditure incurred on Research and Development - Not Applicable.

C. Foreign exchange earnings and outgo

Foreign exchange earnings and outgo (including dividend) during the year under review were Rs.322.02 million (previous year Rs.174.60 million) and Rs.37.45 million (previous year Rs.39.47 million) respectively.

OTHERS

No disclosure is required in respect of the details relating to the deposits covered under Chapter V of the Companies Act, 2013, as the Company has not accepted any deposit. There were no significant or material order passed by any regulator or court or tribunal which would impact the status of the Company as a going concern and the operations in future.

EXTRACT OF THE ANNUAL RETURN

In accordance with the provisions of Section 92 of the Companies Act, 2013 and the Rules framed thereunder, the extract of the Annual Return in the prescribed Form MGT - 9 is provided in Annexure IV to this Report.

RISK MANAGEMENT

The risk management Committee of the Board of Directors of the Company has formulated and implemented a Risk Management Policy.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy for the employee to report genuine concerns/ grievances. The Policy is available on the website of the Company at the link: http://edelweissfin. com/portals/0/documents/miscellaneous/ WhistleBlowerPolicy.pdf. The Policy provides for the adequate safeguards against the victimisation of the employees who use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 (the Act) and the Rules framed thereunder, forms part of this Annual Report. In terms of the provisions of Section 136 & 197 of the Companies Act, the Report and Accounts are being sent to the members of the Company excluding the aforesaid information.

Any member interested in obtaining a copy of this information under Section 197 of the Act, may write to the Company Secretary, at the Registered Office of the Company.

Disclosures as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are provided in Annexure V to this Report.

CORPORATE GOVERNANCE

Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance together with the certificate issued by BNP & Associates, Practicing Company Secretaries, on compliance in this regard forms part of this Annual Report.

A Business Responsibility Report pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided in Annexure VI to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (the Act), your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the financial year ended on that date;

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

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

v) internal financial controls have been laid down and the same are adequate and were operating effectively; and

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

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their gratitude for the valuable guidance and continued support extended by the SEBI, RBI, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, Commodity Exchanges, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of the Board of Directors

Edelweiss Financial Services Limited

Rashesh Shah

Chairman, Managing Director & CEO

DIN No.: 00008322

May 17, 2017


Mar 31, 2013

To the Members of Edelweiss Financial ServicesLimited,

The Directors hereby present their 18th Annual Report on the business and operations of the Company together with the audited statementofaccountsfortheyearended March31,2013:

Financial Highlights

I. Consolidated Financial Information:

(Rs. in million)

2012-13 2011-12

Total Income 21,840.24 16,706.87

Total Expenditure 19,246.99 14,719.90

Profit before tax 2,593.25 1,986.97

Provision for tax 881.51 680.86

Profit after tax 1,711.74 1,306.11

Less: Share of Minority Interest (72.87) 28.68

Profit for the year after Minority interest 1,784.61 1,277.43

Add: Surplus brought forward from previous year 8,182.50 7,716.86

Less: Disinvestment in a subsidiary during the year 3.08

Profit available for appropriation: 9,964.03 8,994.29

Less: Appropriations

Interim Dividend 421.67 226.99

Proposed Dividend 76.74 227.34

Transfer to Reserves 403.91 272.22

Dividend Distribution Tax 91.74 85.24

Surplus carried to the Balance Sheet 8,969.97 8,182.50

Earnings per equity share (Face Value - Rs.1) Basic (Rs.) 2.35 1.69

Diluted (Rs.) 2.31 1.66

II. Standalone Financial Information of Edelweiss Financial Services Limited :

(Rs. in million)

2012-13 2011-12

Total Income 1,568.69 2,072.91

Total Expenditure 1,097.59 1,313.13

Profit before tax 471.10 759.78

Provision for tax 3.19 73.44

Profit after tax 467.91 686.34

Add: Surplus brought forward from previous year 283.44 106.23

Profit available for appropriation 751.35 792.57

Less: Appropriations

Interim Dividend 421.67 226.99

Proposed Dividend 76.74 227.34

Transfer to Reserves 46.79 68.63

Dividend Distribution Tax 0.86 (13.83)

Surplus carried to the Balance Sheet 205.29 283.44

Earnings per equity share (Face Value - Rs.1)

Basic (Rs.) 0.62 0.91

Diluted (Rs.) 0.60 0.89

Abridged Financial Statements

In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the abridged annual report containing salient features of the audited Balance Sheet as at March 31, 2013, Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and the Auditors'' Report on the Abridged Financial Statements forms part of the Annual Report. Full version of the annual report will be available on the Company''s website www.edelweissfin.com and will also be made availabletothemembersoftheCompanyuponrequest.

Dividend

During the year, your Directors had declared and paid an interim dividend of Rs.0.55 per share (on the face value of Rs.1 each). The Board recommended a final dividend of Rs.0.10 per share (on the facevalueofRs.1each)forthefinancialyearendedMarch31,2013.

The payment of the final dividend is subject to the approval of the members which is being sought at the ensuing Annual General Meeting and shall be paid to those members whose names appear in the Register of Members of the Company as on July 15, 2013. The Register of Members and the share transfer books will remain closed from July 16, 2013 to July 26, 2013, both days inclusive. The Annual General Meeting of the Company is scheduledtobeheldonJuly26,2013.

InformationonthestatusofaffairsoftheCompany

Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis Report which is annexed to this Report and has been preparedinaccordancewithClause49oftheListingAgreement.

Share Capital

During the year under review, the Company had allotted 70,43,000 equity shares of Rs.1 each on exercise of the options granted to the employees under various ESOP Schemes of the Company.

The disclosures required under the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are givenasanannexuretotheReport.

Finance

Your Company had raised money through issue of Commercial Papers from time to time.

Your Company had obtained credit rating of ''CRISIL A1 '' from CRISIL for an amount of Rs.48.50 billion with respect to short term borrowing, ''[ICRA] AA-'' for Rs.4.50 billion, ''[ICRA]AA-pn'' for Rs.0.80 billion and ''PP-MLD[ICRA]AA-'' for Rs.0.25 billion from ICRA and ''CRISILAA-/Stable''from CRISIL for an amount of 0.22 billion with respect to various long term debt programme.

Public Deposits

Your Company did not accept public deposits during the year under review.

Subsidiaries

During the year under review, the following companies became the subsidiaries of your Company:-

- Affluent Dealcom Private Limited; and

- Edelweiss Securities (Hong Kong) Private Limited.

During the year under review, Allium Finance Private Limited ceased to be a subsidiary of the Company.

During the year under review, Edelweiss Stock Broking Limited (ESBL) merged with Edelweiss Financial Advisors Limited. Consequently, ESBL ceased to be a subsidiary of the Company.

In terms of the General Circular No. 2/2011 dated February 8, 2011 (the Circular) issued by the Central Government in respect of Section 212 of the Companies Act, 1956, the Board of Directors of the Company had accorded their consent for not attaching the balance sheet of the subsidiaries with the accounts of the Company.

Pursuant to the Circular, the financial data of the subsidiaries have been furnished under "Summary of Financial information of Subsidiary Companies" and forms part of this Annual Report.

The Annual Accounts of the subsidiaries shall be available to the members of the Company and its subsidiaries on request and also for inspection at the Registered Office of the Company.

Directors

In accordance with the requirements of the Companies Act, 1956, Mr. Narendra Jhaveri and Mr. P. N. Venkatachalam, the Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re- appointment.

Mr. Navtej S. Nandra was appointed as an Additional Director of the Company w.e.f. May 15, 2013. He holds office upto the ensuing Annual General Meeting. The approval of the members for appointing Mr. Nandra as a Director of the Company is sought attheensuingAnnualGeneralMeeting.

Auditors

B S R & Associates, Chartered Accountants, the auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The members are requested to consider their re-appointment for the current financial year 2013-14 and authorise the Board of Directors to fix their remuneration. The retiring auditors have, under Section 224 (1B) of the Companies Act, 1956, furnished certificateoftheir eligibility for the re-appointment.

Directors'' ResponsibilityStatement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) they 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 stateofaffairsoftheCompanyasatMarch31,2013andof the profitof the Company for the financial year endedonthat date;

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

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

Conservation of Energy, Technology Absorption and Foreign ExchangeEarnings/Outgo

A. CONSERVATIONOFENERGY

a) Energy Conservation measures taken-The operationsofyour Company are not energy-intensive. However, adequate measureshavebeen initiatedforconservationofenergy.

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy - Not applicable in view of the nature of activities carried on by the Company.

c) Impact of the measures taken at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods - Not applicable in view of the nature of activities carried on by the Company.

d) Total energy consumption and energy consumption per unit of production as per Form A to the Annexure to the Rules in respect of industries specified in the Schedule thereto - Not applicable.

B. TECHNOLOGYABSORPTION

Not applicable in view of the nature of activities carried on by theCompany.

C. FOREIGNEXCHANGEEARNINGANDOUTGO

Foreign exchange earnings and outgo (including dividend) during the year under review were Rs.65.51 million (previous year Rs.133.53 million) and Rs.58.33 million (previous year Rs.46.01 million) respectively.

ParticularsofEmployees

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of this Report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members of the Company excluding the aforesaid information.

Any member interested in obtaining a copy of this information under section 217(2A) of the Companies Act, 1956, may write to the Company Secretary, at the Registered Office of the Company.

CorporateGovernance

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the Certificate issued by M/s Manish Ghia & Associates, Practising Company Secretaries oncomplianceinthisregardformsapartofthisAnnualReport.

Acknowledgments

The Board of Directors wishes to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Commodity Exchanges, Insurance Regulatory and Development Authority, Forward Markets Commission, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for thededicatedeffortsoftheemployeesoftheCompany.

For and on behalf of the Board of Directors

Edelweiss Financial Services Limited

Rashesh Shah Chairman & Managing Director

May 15, 2013


Mar 31, 2012

To the Members of Edelweiss Financial Services Limited,

The Directors hereby present their 17th Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2012:

Financial Highlights

I. Consolidated Financial Information:

(Rs in million)

2011-12 2010-11

Total Income 16,706.87 14,290.12

Total Expenditure 14,719.90 10,790.00

Profit Before Tax 1,986.97 3,500.12

Provision for Tax 680.86 1,030.97

Profit After Tax 1,306.11 2,469.15

Less: Share of Minority Interest 28.68 138.99

Profit for the year after Minority interest 1,277.43 2,330.16

Add: Surplus brought forward from previous year 7,716.86 6,407.19

Profit available for appropriation: 8,994.29 8,737.35

Less: Appropriations

Interim Dividend 226.99 187.98

Proposed Dividend 227.34 263.24

Transfer to Reserves 272.22 493.69

Dividend Distribution Tax 85.24 75.58

Surplus carried to the Balance Sheet 8,182.50 7,716.86

Earnings per equity share (Face Value - Rs 1/-)

(Rs in million)

2011-12 2010-11

Basic (Rs) 1.69 3.10

Diluted (Rs) 1.66 3.00

Total Income 2,072.91 4,395.55

Total Expenditure 1,313.13 3,771.84

Profit Before Tax 759.78 623.71

Provision for Tax 73.44 36.46

Profit After Tax 686.34 587.25

Add: Surplus brought forward from previous year 106.23 42.76

Profit available for appropriation: 792.57 630.01

Less: Appropriations

Interim Dividend 226.99 187.98

Proposed Dividend 227.34 263.24

Transfer to Reserves 68.63 58.73

Dividend Distribution Tax (13.83) 13.83

Surplus carried to the Balance Sheet 283.44 106.23

Earnings per equity share (Face Value - Rs 1/-)

Basic (Rs) 0.91 0.78

Diluted (Rs) 0.89 0.76

Dividend

Your Directors have recommended a final dividend of Rs 0.30/- per share (on the face value of Rs 1/- each) for the financial year 2011-2012.

The payment of the final dividend is subject to the approval of the members to be obtained at the ensuing Annual General Meeting and shall be paid to those members whose names appear in the Register of Members of the Company as on the book closure date.

During the year, your Directors had declared and paid an interim dividend of Rs 0.30/- per share.

The Register of Members and the share transfer books will remain closed from July 16, 2012 to July 26, 2012, both days inclusive. The Annual General Meeting of the Company is scheduled to be held on July 26, 2012.

Change in the name of the Company

Pursuant to the approval of the members obtained at the Annual General Meeting of the Company held on July 25, 2011, the name of the Company stands changed from Edelweiss Capital Limited to Edelweiss Financial Services Limited with effect from August 1, 2011.

Transfer of Portfolio Management Services business of the Company

Pursuant to the approval of the members of the Company and the Securities and Exchange Board of India, the Portfolio Management Services business of the Company has been transferred to Edelweiss Global Wealth Management Limited, a wholly owned subsidiary of the Company, with effect from February 2, 2012.

Share Capital

During the year under review, the Company had allotted 4,773,000 equity shares of Rs 1 each on the exercise of the options granted to the employees under various ESOP Schemes of the Company.

The disclosures required under the SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are given as an annexure to the Report.

Information on the status of affairs of the Company

Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis Report which is annexed to this Report and has been prepared in accordance with Clause 49 of the Listing Agreement.

Finance

Your Company had raised money through issue of Commercial Papers from time to time.

Your Company had obtained credit rating of CRISIL A1 from CRISIL for an amount of Rs 48.50 billion with respect to short term borrowing, ICRA AA-/Stable from ICRA for an amount of Rs 5.55 billion and CRISIL AA-/Stable from CRISIL for an amount of Rs 220 million with respect to various long term debt programme.

Public Deposits

Your Company did not accept public deposits during the year under review.

Subsidiaries

During the year under review, the following companies became the subsidiaries of your Company:

- Edel Commodities Trading Limited;

- EFSL Commodities Limited; and

- EFSL Comtrade Limited.

During the year under review, Edelweiss Advisors Limited (presently known as Styrax Commodities Limited) ceased to be the subsidiary of the Company.

Subsequent to the year end, Edelweiss Trading & Holdings Limited (ETHL) merged with Comfort Projects Limited. Consequently, ETHL ceased to be the subsidiary of the Company.

In terms of the General Circular No. 2/2011 dated February 8,2011 (the Circular) issued by the Central Government in respect of Section 212 of the Companies Act, 1956, the Board of Directors of the Company had accorded their consent for not attaching the balance sheet of the subsidiaries with the accounts of the Company.

Pursuant to the Circular, the financial data of the subsidiaries have been furnished under "Summary of Financial information of Subsidiary Companies" and forms part of this Annual Report.

The consolidated financial statements prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006, forms part of this Annual Report and are reflected in the consolidated accounts of the Company.

The Annual Accounts of the subsidiaries and the related detailed information shall be available to the members of the Company and its subsidiaries on request and also for inspection at the Registered Office of the Company.

A statement pursuant to Section 212 of the Companies Act, 1956 is set out as an Annexure to the Report.

Directors

In accordance with the requirements of the Companies Act, 1956, Mr. Berjis Desai and Mr. Kunnasagaran Chinniah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

Mr. Himanshu Kaji and Mr. Sunil Mitra were appointed as Additional Directors of the Company with effect from November 1, 2011 and December 7, 2011, respectively.

Mr. Himanshu Kaji and Mr. Sunil Mitra hold office upto the ensuing Annual General Meeting. The approval of the members for appointing Mr. Himanshu Kaji and Mr. Sunil Mitra as Directors of the Company is sought at the ensuing Annual General Meeting.

Mr. Himanshu Kaji was appointed as an Executive Director of the Company for a period of three years with effect from November 1, 2011. The approval of the members for appointing Mr. Himanshu Kaji as an Executive Director of the Company is sought at the ensuing Annual General Meeting.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of this Report. In terms of the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members of the Company excluding the aforesaid information.

Any member interested in obtaining a copy of this information under Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary, at the Registered Office of the Company.

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

The provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption are not applicable to the Company.

Foreign exchange earnings and outgo (including dividend) during the year under review were Rs 133.53 million (previous year Rs 114.40 million) and Rs 46.01 million (previous year Rs 46.79 million) respectively.

Auditors

B S R & Associates, Chartered Accountants, the auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The members are requested to consider their re-appointment for the current financial year 2012-13 and authorise the Board of Directors to fix their remuneration. The retiring auditors have, under Section 224 (IB) of the Companies Act, 1956, furnished certificate of their eligibility for the re-appointment.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the Certificate issued by M/s P. K. Pandya & Co, Practising Company Secretary on compliance in this regard forms a part of this Annual Report.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) we have selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profits of the Company for the financial year ended on that date and changes in the accounting policies are stated in the notes to accounts;

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

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

Acknowledgments

The Board of Directors wishes to place on record appreciation for the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Commodity Exchanges, Insurance Regulatory and Development Authority, Forward Markets Commission, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company. For and on behalf of the

Board of Directors

Edelweiss Financial Services Limited

Rashesh Shah

Chairman & Managing Director

May 16, 2012


Mar 31, 2011

The Directors hereby present their Sixteenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2011:

Financial Highlights

I. Consolidated Financial Information of Edelweiss Capital Limited and its subsidiaries:

(Rs. in million)

2010-11 2009-10

Total Income 14,911.39 9,777.81

Total Expenditure 11,411.27 6,449.77

Profit Before Tax 3,500.12 3,328.04

Provision for Tax 1,030.97 879.22

Profit After Tax 2,469.15 2,448.82

Less: Share of Minority Interest 138.99 157.22

Profit for the year After Minority interest 2,330.16 2,291.60

Add: Surplus brought forward from previous year 6,407.19 5,284.41

Profit available for Appropriation: 8,737.35 7,576.01

Less: Appropriations

Interim Dividend 187.98 150.09 Proposed Dividend 263.24 600.73

Transfer to Reserves 493.69 292.63

Dividend Distribution Tax 75.58 125.37

Surplus carried to the Balance Sheet 7,716.86 6,407.19

Earnings Per Equity Share (Face Value - Re.1 each)

Basic (Rs.) 3.10 3.06

Diluted (Rs.) 3.00 2.94



II. Standalone Financial Information of Edelweiss Capital Limited: (Rs. in million)

2010-11 2009-10

Total Income 4,487.42 2,455.26

Total Expenditure 3,863.71 2,031.81

Profit Before Tax 623.71 423.45

Provision for Tax 36.46 81.41

Profit After Tax 587.25 342.04

Add: Surplus brought forward from previous year 42.76 550.90

Profit available for Appropriation 630.01 892.94

Less: Appropriations

Interim Dividend 187.98 150.09

Proposed Dividend 263.24 600.73

Dividend Distribution Tax 13.83 65.16

Transfer to General Reserve 58.73 34.20

Surplus carried to Balance Sheet 106.23 42.76

Earnings Per Equity Share (Face Value - Re.1 each)

Basic (Rs.) 0.78 0.46

Diluted (Rs.) 0.76 0.44

Dividend

Your Directors have recommended a final dividend of Re. 0.35 per share (on the face value of Re. 1 each) for the financial year 2010-11.

The payment of the aforesaid dividend is subject to the approval of the members to be obtained at the ensuing Annual General Meeting and shall be paid to those members whose names appear in the register of members of the Company as on the book closure date.

During the year, your Directors had declared and paid an interim dividend of Re. 0.25 per share.

The register of members and the share transfer books will remain closed from July 11, 2011 to July 25, 2011, both days inclusive. The Annual General Meeting of the Company is scheduled to be held on July 25, 2011.

Share Capital

Subsequent to the approval of the members of the Company at the 15th Annual General Meeting held on July 30, 2010:

- Equity shares of the face value of Rs. 5 each were sub-divided into equity shares of the face value of Re. 1 each.

- 37,54,95,590 equity shares of the face value of Re. 1 each were allotted as bonus shares by capitalising the reserves and securities premium of the Company.

During the year under review, the Company had alloted 13,07,350 equity shares consequent to the exercise of options granted to the employees under the various ESOP Schemes framed by the Company.

Disclosures required as per SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999 are given as an annexure to this Report.

Information on the status of affairs of the Company

Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis Report which is annexed to this Report and has been prepared in accordance with Clause 49 of the Listing Agreement.

Finance

Your Company had raised money through issue of Commercial Papers from time to time.

Your Company had obtained credit rating of P1+ from CRISIL for an amount of Rs. 42.5 billion with respect to short-term borrowing and LAA- from ICRA for an amount of Rs. 5.55 billion, with respect to a long-term debt programme.

Public Deposits

Your Company did not accept public deposits during the year under review.

Subsidiaries

During the year under review, Anagram Capital Limited (presently known as Edelweiss Financial Advisors Limited {EFAL}) became the subsidiary of Edelweiss Capital Limited. Consequently, the following companies, being the subsidiaries of EFAL, also became the subsidiaries of your Company:

- Edelweiss Stock Broking Limited.

- Edelweiss Comtrade Limited.

- Edel Finance Company Limited.

During the year under review, the following companies also became the subsidiaries of your Company:-

- Edelweiss Capital Markets Limited.

- Comfort Projects Limited.

- Edelweiss Advisors Limited.

- Edelweiss Investment Advisors Private Limited.

- EW Crossover Advisors LLC.

During the year under review, Arum Investments Private Limited ceased to be a subsidiary of the Company.

In terms of the General Circular No. 2/2011 dated February 8, 2011 (the Circular) issued by the Central Government under Section 212 of the Companies Act, 1956, the Board of Directors of the Company had accorded their consent for not attaching the balance sheet of the subsidiaries with the accounts of the Company.

Pursuant to the aforesaid Circular, the financial data of the subsidiaries have been furnished under ‘Summary of Financial information of Subsidiary Companies’ and forms part of this Annual Report.

The consolidated financial statements prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements prescribed by the Companies (Accounting Standards) Rules, 2006, forms part of this Annual Report and are reflected in the consolidated accounts of the Company.

The Annual Accounts of the subsidiaries and the related detailed information shall

be available to the members of the Company and its subsidiaries on request and also for inspection at the Registered Office of the Company.

A statement pursuant to Section 212 of the Companies Act, 1956, is set out as an annexure to this Report.

EdelGive Foundation

EdelGive Foundation is the strategic philanthropic arm (subsidiary) of the Company. EdelGive Foundation offers both financial and capacity building support to Non-Profit Organisations (NPOs). It works closely with the NPOs to help them overcome organisational development challenges, create stronger and more sustainable organisations in the social sector.

Directors

In accordance with the requirements of the Companies Act, 1956, Mr. Narendra Jhaveri and Mr. P. N. Venkatachalam, Directors of the Company retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

Mr. Navtej S. Nandra resigned from the Board of the Company w. e. f. July 6, 2010. The Board wishes to place on record its appreciation for the valuable contribution made by Mr. Nandra during his tenure as a member of the Board.

Mr. Sanjiv Misra was appointed as an Additional Director of the Company w.e.f. May 16, 2011. He holds office upto

the ensuing Annual General Meeting. The approval of the members for appointing Mr. Misra as Director of the Company is sought at the ensuing Annual General Meeting.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of this Report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members of the Company excluding the aforesaid information.

Any member interested in obtaining a copy of this information under section 217(2A) of the Companies Act, 1956, may write to the Company Secretary, at the Registered Office of the Company.

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

The provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption is not applicable to the Company.

Foreign exchange earnings and outgo (including dividend) during the year under review were Rs. 114.40 million (Previous

year Rs. 103.62 million) and Rs. 46.79 million (Previous year Rs. 288.70 million) respectively.

Auditors

BSR & Associates, Chartered Accountants, the auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The members are requested to consider their re-appointment for the current financial year 2011-12 and authorise the Board of Directors to fix their remuneration. The retiring auditors have, under Section 224 (1B) of the Companies Act, 1956, furnished certificate of their eligibility for the re-appointment.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the Auditor’s Certificate on compliance in this regard forms part of this Annual Report.

Directors’ Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) we have selected such accounting policies and have 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 of the Company for that period and changes in the accounting policies are stated in the notes to accounts;

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

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

Acknowledgment

The Board of Directors wishes to place on record appreciation for the continued support and co-operation extended by Banks, Securities and Exchange Board of India, the Reserve Bank of India, the Stock Exchanges, other government authorities and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.



For and on behalf of the Board of Directors Edelweiss Capital Limited

Rashesh Shah Chairman and Managing Director

May 16, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Fifteenth Annual Report on the business and operations of the Company together with the audited statement of accounts for the year ended March 31, 2010:

Financial Highlights

Consolidated Financial Information of Edelweiss Capital Limited and its subsidiaries:

(Rs. in million)

2009-10 2008-09

Total income 9,777,99 9.004.96

Total Expenditure 6,449.95 5,714.57

Profit Before Tax 3,328.04 3,290,39

Provision for Tax 879.22 1,199,12

Profit After Tax 2,448.68 2,091.27

Less: Share of Minority Interest 157.22 226.63

Profit for the year After Minority Interest 2,291.60 1.864.44

Add: Surplus brought forward from previous year 5,284,41 3,955.62

Profit available for Appropriation 7,576.01 5.820.06

Less: Appropriations

Interim Equity Dividend 150.09 -

Pioposed Dividend 600.73 225.05

Transfer to Reserves 292.63 272.35

Dividend Distribution Tax 125.37 38.25

Surplus earned to the Balance Sheet 6,407.19 5,284.41

Earnings Per Equity Share [Face Value - Rs. 5/- each)

Basic (Rs.) 30.56 24.88

Diluted (Rs.) 29.37 24.28

II Standalone Financial Information of Edelweiss Capital Limited:

(Rs. In million)

2009-10 2006-09

Total Income 2,455.26 1.917.38

Total Expenditure 2,031.81 1,606,56

Profit before Tax 423.45 310.82

Provision for Tax B1.41 47.11

Profit after Tax 342.04 263.71

Add: Surplus brought forward from previous year 550.90 553.56

Profit available for Appropriation 892.94 817.27

Less: Appropriations

Interim Equity Dividend 150.09 -

Proposed Dividend 600.73 225.05

Dividend Distribution Tex 65.16 12.22

Transfer to Reserves 34.20 29.10

Surplus earned to trie Balance Sheet 42.76 550.90

Earnings Per Equity

Share (Fane Value - Fls. 5/- each)

Basic {Rs.) 4.56 3.52

Diluted (Rs.) 4.38 3.43

Dividend

Your Directors have recommended a final dividend of Rs. 3/- per equity share (on the lace valu : of Rs, 5/- each) for the financial year 2009-2010 Further, on the 15th Anniversary of your Company, your Directors have recommended a special dividend of Rs. 5/- per equity share (on the face value of Rs, 5/-each).

The payment of the aforesaid dividend is subject to the approval of the members to be obtained at the forthcoming Annual General Meeting and shall be paid to those members whose names appear in the register of members of the Company as on the book closure date.

During the year under review, your Directors had also declared and paid an interim dividend of Rs. 2/- per share (on the face value of Rs. 5/- each).

The register of members and the share transfer books will remain closed from July 1, 2010 to July 5, 2010, both days inclusive. The Annua! Genera) Meeting of the Company is scheduled to be held on July 30,2010.

Share Capital

During the year under review, the Company had allotted 1,38,738 equity shares of Rs. 5/- each pursuant to exercise of options granted to the employees under the various ESOP Schemes framed by the Company.

Disclosures required as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are given as an annexure to this Report.

Information on (he status of affairs of the Company

Information on the operational, financial performance, etc., of the Company is given in the Management Discussion and Analysis Report. which is annexed to this Report and has been prepared in accordance with Clause 49 of the Listing Agreement.

Finance

Your Company had raised an aggregate amount of Rs. 419.92 crores from time to time through the Issue of tong-term Secured Non-convertible Debentures and Rs. 1,930 crores through issue of Commercial Papers.

Your Company has a credit rating of "P1+" from CRISIL for an amount of Rs. 1,500 crores with respect to short- term borrowing. It also has a rating of "LAA-" from ICRA for an amount of Rs. 450 crores, "LAA- pn" for an amount of Rs. 80 crores and uLAA-pp" for an amount of Rs. 25 crores with respect to long-term debt programme with a "Stable" outlook,

Public Deposits

Your Company did not accept public deposits during the year under review

Subsidiaries

During the year under review, foliowing companies became the subsidiaries of your Company:

1. Edelweiss Tokio Life Insurance Company Limited

2. Edel Investments Limited

3. EW Special Opportunities Advisors LLC

4. EW India Special Assets Advisors LLC

5. ECap International Limited

6. Aster Commodities DMCC

7. EAAALLC

8. Arum Investments Private Limited S A Hum Finance Private Limited

Subsequent to the year end, Edeiweiss Advisors Limited and Comfort Projects Private Limited became the suhsidiaries of your Company.

The Company has been granted exemption by the Ministry of Corporate Affairs, from attaching with its accounts, the individual accounts of the subsidiary companies. However, the consolidated financial statements prepared in accordance with the Accounting Standard 21 - Consolidated Financial Statements prescribed by the Companies [Accounting Standards) Rules, 2006, form part of this Annual Report and are reflected in the consolidated accounts of the Company.

Fun her, as directed by the Ministry of Corporate Affairs, the financial data of the subsidiaries have been furnished under "Summary of Financial Information of Subsidiary Companies", and forms part of this Annual Report.

The Annual Accounts of the subsidiaries shall be available for inspection by the members of the Company at the Registered Office of the Company and would also be made available to the members on request. A statement pursuant to Section 212 of the Companies Act, 1956, is set out as an annexure to this Annual Report.

Directors

In accordance with the requirements of the Companies Act, 1956, Mr. Venkat Ramaswamy and Mr. Kunnasagaran Chinniah, Directors of the Company retire by rotation at the ensuing Annua! General Meeting and being eligible have offered themselves for re-appointment.

Mr. Sanjay Santhanai ¦ resigned from tne Board of Directors of the Company w.e.f. October 22, 2009. Mr. Ramanan Raghavendran and Mr. Sunil Wadhwani resigned from the Board of Directors of the Company w.e.f. April 19,2010.

The Board wishes to place on record its appreciation for the valuable contribution made by Mr, Santhanam, Mr. Raghavendran and Mr. Wadhwani during theirtenure as members of the Board.

Mr. Berjis Desai was appointed as an additional Director of the Company with effect from November 18,2009. He holds office up to the ensuing Annual General Meeting.

The tenure of appointment of Mr. Rashesh Shah as the Managing Director and Mr. Venkat Ramaswamy as Whole-time Director expires on March 31,2011. It is proposed to re-appoint thorn for a period of three years with effect from April 1,2011.

Particulars of Employees

The information required under Section; 217(2A) :•? the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. forms part of this Report. In terms Of the provisions of Section 219{1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the members of the Company excluding the aforesaid information.

Any member interested in obtaining a copy of this information under Section 217(2A) of the Companies Act, 1956, may write to the Company Secretary, at the Registered Office of the Company,

Conservation of Energy, Technology Absorption and Foreign Exchange Eamings/Outgo

The provisions of Section 217(1){e) of the Companies Act, 1956 read with the Companies (Disclosure of the Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption is not applicable to the Company.

Foreign exchange earnings and outgo Including dividend) during the year under review were Rs. 103.62 million (Previous year. Rs. 63.34 million) and Rs. 288.70 million (Previous year: Rs. 298.46 million) respectively.

Auditors

BSR and Associates, Chartered Accountants, who are the auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The members are requested to consider their re-appointment for the current financial year 2010-11 and authorise the Board of Directors to fix thelr remuneration. The retiring auditors have, under Section 224 (18) of the Companies Act, 1956, furnished certificate of their eligibility for the re-appointment.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with he Auditors Certificate on compliance in this regard forms part of this Annual Report.

Directors Responsibility Statement

Pursuant to Section 217{2AA) of the Companies Act, 1956, your Directors confirm that

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) we have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2010, and of the profit of the Company for the year ended on that date;

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

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

Acknowledgement

The Board of Directors wishes to place on record their appreciation tor the continued support and co-operation extended by Banks, Securities and Exchange Board of India, the Reserve Bank of India, the Stock Exchanges, government authorities and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behaif of the Board of Directors



Rashesh Shah

Chairman and Managing Director

Place: Mumbai

Date: May 21, 2010


Mar 31, 2007

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