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Directors Report of IM+ Capitals Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

Rs. In Lacs

Particulars 2014-15 2013-14

Revenue from Operations 111.68 37.38

Other Income NIL NIL

Total Revenue 111.68 37.38

Total Expenses 78.12 25.62

Profit before Tax 33.56 11.77

Tax Expenses 5.12 4.73

Profit After Tax for the year 28.44 7.03

2. DIVIDEND

The money retained shall be ploughed back for Company's expansion program and to carry on the business activities of the Company. In view of the above your Directors are not in a position to declare any dividend on Equity Shares.

3. TRANSFER TO RESERVES

During the financial year 2014-15, Company has not transferred any amount to reserves.

4. MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments effecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

5. PERFORMANCE REVIEW

During the financial year 2014-15, your Company has achieved 111.68 Lacs revenue from operations in comparison to previous year revenue of 37.38 which is approximately 3 times more of the previous revenue.

The operating profit (profit after tax) increased by 4 times to Rs.28.44 Lacs in financial year 2014-15 compared to Rs 7.03 Lacs in financial year 2013-14.

The tax expenses of the Company for current year are Rs.5.12 Lacs as compared to Rs.4.73 Lacs in the previous year which comprises current year tax, deferred tax and earlier year tax.

The earnings per share for the year is Rs.0.81 as against Rs.0.20 in the previous year.

6. FUTURE OUTLOOK:

During last year, with a new Government at the centre with a decisive mandate, the economy has started to look up again positively at the future enabling improved businesses confidence. Though, the recovery has clearly begun, the pace of recovery has been somewhat muted. This subdued businesses sentiment is expected to prevail for some time more as the trailing economic slowdown continues to evaporate. Despite such slow down impact, your company continues to benefit by the growing transformation of physical transaction into online ones.

At IM Capitals, we believe in this potential and are going to investment in all our business primarily on people, product development, marketing and brand building. The aim is to be a dominate leader driving the economic growth of the country. For your company FY 2016 will be about gaining from growth in the overall market and future consolidating its position by focusing on gaining market share. The investee Companies continue to keep developing their business model and gain more clear visibility on future prospect in the near future.

7. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Our Company people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. The Company's progressive workforce policies and benefits, various employee engagement and welfare have addressed stress management, promoted work life balance.

8. DOCUMENTS PLACED ON THE WEBSITE (www.imcapitals.com)

The following documents have been placed on the website in compliance with the Companies Act, 2013:

* Details of unpaid dividend as per Section 124(2)

* Financial Statements of the Company along with relevant documents as per Section 136(1)

* Details of the Vigil Mechanism as per Section 177(10)

* The terms and conditions of appointment of the independent directors as per Shedule IV.

9. CORPORATE GOVERNANCE REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

Your Company is committed to adopting and adhering to established world-class corporate governance practices. It always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organisation's corporate governance philosophy is directly linked to high performance. The Company understands and respect its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve its interests, resulting in creation of value for all its stakeholders.

In line with IM Capitals Limited philosophy on Corporate Governance, Companies Act, 2013 and Listing Agreement the Company re-constituted its various committees of the Board and formulated/ revised their Charters. Various Codes and policies have also been revised and adopted to ensure the compliance of law in true letter and spirit. As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate are attached and form part of this report.

10. MANAGEMENT DISCUSSION

The Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that:

i. in preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures;

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 at the end of the financial year and of the profit of the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; 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.

12. AUDITORS Statutary Auditors

M/s Doogar & Associates ,Chartered Accountants ,13 Community Centre, East of Kailash, New Delhi- 110065, the statutory Auditors of the Company, having firm regd no: 000561N with the Institute of Chartered Accountants of India, retiring at the conclusion of the ensuing Annual General Meetingand being eligible, offer themselves for re-appointment as Statutory Auditors of the Company for a period of five years subject to retification at every annual general meeting. The Company has received aletter dated 30.05.2015 for their re-appointment, if made, would be within the limit prescribed under Section 139 and 141 of the Companies Act, 2013.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Nesar & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake Secretarial Audit of the Company for FY 2015.The Secretarial Audit Report is annexed herewith as annexure.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTARY AUDITORS AND SECRATARIAL AUDITORS IN THEIR RESPECTIVE REPORTS

There was no qualification, reservation or adverse remark or disclaimer made by the Statutary Auditors in their report and the said Auditor's Report & notes to accounts are self- explanatory.

Reference Qualification by Secretarial Auditors

Para(2) of Secretarial As per Section 152 of Companies Act, Auditors' Report 2013 read with Rule 18 of Companies (Appt. & Qualification of Directors) Rules, 2014, Return containing the particulars of appointment of director shall be filled with the Registrar of Companies in Form DIR-12 within 30 days of such appointment, but we found that the particulars of the appointment of Mr. Vinod Kumar Sishodia as Independent Director is wrongly filed with the Registrar of Companies.

Para(3) of Secretarial As per Section 203 of Companies Auditors' Report Act 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Every Listed Company having a paid up share capital of ten crore rupees or more shall have whole time key managerial personnel with in 6 months from the commencement of financial year 2014-15 and Key Managerial Personnel includes Managing Director or Chief Executive Officer or Manager and in their absence, a whole time director and Company Secretary and Chief Financial Officer but it has been observed that the Company has only appointed Company Secretary and Chief Financial Officer during the Financial Year 2014-15.

Para(4) of Name of Company Secretary and Secretarial Auditors' Directors who had signed the Report Balance Sheet of the Company but nowhere in the XBRL their name has been mentioned.

Para(6) of Secretarial As confirmed by the Company Auditors' Report vide its letter dated 30.05.2015 is in the process of obtaining the registration under the Shops and Commercial Establishments Act, 1958 with respect to office situated at:

a. B-02, Gokul Horizen, Thakur Village, Kandivali-East, Mumbai; and

b. Plot No. 73, FIE, Patparganj Industrial Area, Delhi

Reference Explanation to the Qualification by the Board



Para(2) of Secretarial Explanation : This mistake has Auditors' Report been occurred due to human clerical error. However resolution attached to form & intimation to stock exchange made as Additional Director and we also taking approval of members for regularization.

Para(3) of Secretarial Explanation:Management of Auditors' Report Company taken over through open offer in September 2014 and new management review the Section 203 and Complied with the requirement on 1st May 2015.

Para(4) of Explanation: This Might be Secretarial Auditors' technical problem. How ever Report in Physical copy contained the name of person signed Balance sheet.

Para(6) of Secretarial Explanation: Company has shifted Auditors' Report its registered office to the mentioned address on 30.05.2014 and in the process of registration.

14. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

A. CONSERVATION OF ENERGY

Being your Company is into financial & consultancy activity disclosure for conservation of energy is not required.

B. TECHNOLOGY ABSORPTION

Being your Company is into financial & consultancy activity disclosure for technology absorption is not required.

C. FOREIGN EXCHANGE EARNING AND OUTGO

There is no earning or outgo of foreign exchange during the Financial year 2014- 2015.

15. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Clause 49 of the Listing Agreement laying down the key functions of the Board has mandated that the Board shall monitor and review the Board Evaluation process and also stipulates that Nomination and Remuneration Committee of the Company shall lay down the evaluation criteria for performance evaluation of Independent Directors. Section 134 of the Companies Act, 2013 states that a formal evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

Further, Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Directors shall be done by entire Board of Directors, excluding the director being evaluated.

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

A separate meeting of the independent directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole; performance of the non-independent directors and performance of the Board Chairman.

16. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms.Vandana Garg (DIN:06850574) appointed as Independent and woman director with effect from 19.05.2014 and Mr.Subhash Kumar Bansal(DIN: 03292279) appointed as Independent director with effect from 19.05.2014

Mr. Ankit Choudhary(DIN: 06490661) resigned from Independent Directorship of the Company with effect from 27.05.2014. Mr.Vinit Agarwal(DIN:06385158) resigned from Independent Directorship of the Company with effect from 20.10.2014.

During the financial year 2014-15, management of the Company was taken over through a open offer by Rudrabhisek Infosystem Pvt ltd. As a result promoter director Mr.Subhas Kumar Seksaria(DIN:03341701) resigned from the directorship with effect from 20.10.2014 and Mr. Pradeep Misra(DIN:01386739) & Mr.Prabhu Nath Misra(DIN:01386771) appointed as new promoter Director Of the Company with effect from 20.10.2014 & 5.11.2014 respectively.

Mr. Vinod Kumar Shisodia(DIN:07102941) appointed as Independent director with effect from 13.02.2014.

During the financial year 2014-15, Ms. Prerana Bothra Badalia (PAN: AGFPB7727A) resigned from the Company Secretary and Compliance officer of the Company with effect from 27.05.2014 and Mr. Vikas Gupta (PAN:AEUPV1261J) Appointed as Company Secretary and Compliance Officer of the Company with effect from 5.11.2014 and resigned from the post with effect from 13.02.2015.

Mr.Rahas Bihari Panda( PAN: AMOPP8232H) appointed as Company Secretary and Compliance Officer & Mr. Mukesh Kumar Chaubey as Chief Financial Officer of the Company with effect from 13.02.2015 and designated as Key Managerial Personnel of the Company.

18. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There is no company which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year.

19. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

20. INTERNAL FINANCIAL CONTROL

The Company has in place adequate systems of internal control to ensure compliance with policies and procedures which is commensurate with size, scale and complexity of its operations. The Internal Audit of the Company is regularly carried out to review the Internal Contol Systems and processes. The Internal Audit Report along with implementation and recommendation contained therein are periodically reviewed by Audit Committee of the Board.

21. DETAIL OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATE COMPANIES

The developments in the operation/ performance of the Subsidiary included in the consolidated financial statement are presented below:

IM Investments and Capital Private Limited provides services in Financial Sector in India. During the year under review, it achieved net revenue of Rs 1,41,66,019/- as against Rs. 3,92,67,184/- during the previous financial year. The profit before tax is Rs.71,16,662/- in FY 2015 as compared to Rs 7,51,711/- in FY 2014.

22. CHANGE IN NATURE OF BUSNIESS

There is no change in nature of business of the Company during the year under review.

23. PARTICULARS OF EMPLOYEES

The particulars of employees required under Sub-rule 2 to Rule 5 of Companies(Appointment and Remuneration of the Managerial Personnel) Rules, 2014 framed under Companies Act, 2013 are required to be included in this Report. However, pursuant to provisions of Section 136 of the Companies Act, 2013, the Annual Report excluding the aforesaid information, is being sent to all the Members of your Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company. The same shall also be available for inspection by members at Registered Office of your Company. Further, There is no employee in the Company in receipt of remuneration aggregating more than Rs.60,00,000 per annum being employed throughout the financial year and Rs.5,00,000 or more per month being employed for part of the year.

24. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 ( the "Act") is enclosed as Annexure in the prescribed Form MGT-9 and forms part of this Report.

25. NUMBER OF MEETINGS OF THE BOARD

Nine (9) meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

26. INDEPENDENT DIRECTORS' DECLARATION

Ms. Vandana Garg, Mr. Subhas Kumar Bansal and Mr.Vinod Kumar Shisodia who are Independent Directors of the Company, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreements. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

27. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Act are covered in the Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed as Annexure in the prescribed Form MGT-9 and forms part of this Report.

28. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

As per the requirement of the Listing Agreement, Company has formulated Code of Conduct for the Board members and senior management personnel of the Company so that the Company's business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Declaration by the Chairman

It is hereby declared that the Company has obtained from each individual member of the Board of Directors and the Senior Management confirming that none of them has violated the conditions of the said Code of Conduct.

29. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and clause 49(VIII)(E)(2) of the revised listing agreements in following manner.

Sr.No. Name of Director Designation

1. Ms. Vandana Garg Director

2. Mr.Subhas Kumar Bansal Director

3. Mr. Pradeep Misra Director

4. Mr. PrabhuNathMisra Director

5. Mr. Kamlesh Kumar Agarwal Director

6. Mr. Vinod Kumar Shisodia Additional Director

Sr.No. Name of Director Relation with Directors

1. Ms. Vandana Garg Not Related to any Director

2. Mr.Subhas Kumar Bansal Not Related to any Director

3. Mr. Pradeep Misra 1. Son of Mr. PrabhuNathMisra

4. Mr. PrabhuNathMisra 1. Father of Mr. Pradeep Misra

5. Mr. Kamlesh Kumar Agarwal Not Related to any Director

6. Mr. Vinod Kumar Shisodia Not Related to any Director

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The detail of Loan and Investments made by Company are given as under

Name Balance outstanding Loans/ Advance/ as on 31.03.2014 Investments during the year 2014-15

IM Investments and Capital 19,59,95,000 5,33,60,000 Pvt Ltd.(Wholy Owned Subsidiary)

Subhkam Ventures India Pvt Ltd 10,01,22,597 2,00,00,000

Subhkam Growth Fund 13,82,40,000 (1,99,99,980)

Tech Consultancy Services Pvt Ltd Nil 9,50,00,000

New Modern Buildwell Pvt Ltd Nil 2,50,00,000

Rudrabhisek Infrastructure Trust Nil Rs. 2,80,00,000

Name Balance outstanding as on 31.03.2015

IM Investments and Capital 24,93,55,000

Pvt Ltd.(Wholy Owned Subsidiary)

Subhkam Ventures India Pvt Ltd Nil

Subhkam Growth Fund 11,82,40,020

Tech Consultancy Services Pvt Ltd Nil

New Modern Buildwell Pvt Ltd Nil

Rudrabhisek Infrastructure Trust Rs. 2,80,00,000

31. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Sub- Section (1) of Section 188 in the prescribed Form AOC-2 are given in Annexure.

32. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

33. RISK MANAGEMENT POLICY

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company's objec- tives or threaten its existence. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identi- fied by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

34. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corpo- rate Governance Report which forms part of the Annual Report.

35. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

No remuneration paid to any director during the financial year 2014-15.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:

No remuneration paid to any director during the financial year 2014-15.

Being the Chief Financial Officer, Company Secretary appointed during the year financial year 2014 - 15, details of increase in remuneration not applicable.

c. The percentage increase in the median remuneration of employees in the financial year 2014-15 :

Not applicable.

d. The number of permanent employees on the rolls of company are nine (9)

e. The explanation on the relationship between average increase in remuneration and company performance:

Not Applicable

f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

Particulars Amount in Rs.

Remuneration of Key Managerial Personnel (KMP) during financial year 2014-15 (aggregated) 1,32,546/-

Revenue from operations 1,11,67,613/-

Remuneration (as % of revenue) 1.19 %

Profit before tax (PBT) 33,56,063/-

Remuneration (as % of PBT) 3.95 %

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars Unit As at 31st Mar 15

Closing rate of share at BSE Rs. 31.05

EPS (Consolidated) Rs. 0.81

Market Capitalization Rs. in Lac 1087.24

Price Earnings ratio Ratio 38.33

Particulars As at 31st Mar 14 Variation

Closing rate of share at BSE 66 (53%)

EPS (Consolidated) 0.20 305%

Market Capitalization 2311.05 (53%)

Price Earnings ratio 330 (88%)

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Not Applicable

i. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Name of KMP Designation Remuneration Revenue in Rs. In Rs.

Rahas Bihari Panda Company Secretary 1,32,546.00 1,11,67,613.00

Name of KMP Remuneration Profits before Remuneration (as % of revenue) tax (PBT) (as % of PBT)

in Rs.

Rahas Bihari Panda 1.19% 33,56,063.00 3.95%

j. The key parameters for any variable component of remuneration availed by the directors;

Not applicable

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Not applicable

l. Affirmation that the remuneration is as per the remuneration policy of the Company

The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

36. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

37. GREEN INITIATIVE

The Company has implemented the Green Initiative to enable electronic delievery of notice/ documents annual reports to the shareholders. Electronic copies of the Annual Report 2015 and the notice of the 24th Annual General Meeting are sent all members whose email addresses are registered with the Company/ Depository Participant(s) for members, who have not registered their e-mail addresses, physical copies of the Annual Report 2015 and the Notice of the 24th Annual General Meeting are sent in permitted mode. Members requiring a physical copy may send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to caste their votes electronically on all resolution set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 read with relavant rules thereon. The instruction for e-voting are provided in the notice of the AGM.

ACKNOWLEDGEMENTS

Your Director acknowledge with gratitude and wishes to plays on record its appreciation for the dedication and commitment of your Companies employees at all levels which has continued to be our major strength. Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth.

Your Directors also thank the shareholders, investors, customers, visitors to our websites, business partners, bankers and other stakeholders for their confidence in the Company and its management and look forward for their continuous support.

BY ORDER OF THE BOARD OF DIRECTORS IM CAPITALS LIMITED

Sd/- Sd/- Date: 30.05.2015 (Prabhu Nath Misra) (Pradeep Misra) Place: New Delhi Director Director


Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the 23RD Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

1. FINANCIALS

Financial Results of the last 3 years at a glance are as under.

(Rs. in Lacs)

Particulars Year ended Year ended Year ended 31.03.2014 31.03.2013 31.03.2012

Income From Operation 37.38 732.24 1221.67

Other Income - 76.96 211.31

Total Income 37.38 809.20 1432.98

Profit Before finance cost & taxes 11.77 565.35 413.77

Less : Finance Cost - - 6.10

Profit Before Taxation 11.77 565.35 407.67

Less : Taxes 4.73 190.85 89.72

Profit After Tax 7.04 374.50 317.95

2. PERFORMANCE REVIEW

The Income from Operation of the company for the year under review decreased to Rs. 37.38 Lacs as compared to Rs. 732.24 Lacs in the previous financial year. The revenue was down by 95%, while the net profit was also decreased by 98% during the year to Rs. 7.04 Lacs as compared to Rs. 374.50 Lacs of previous year. Detailed information on the overall performance of the Company is given in the ‘Management Discussion and Analysis'' section which forms part of this Report.

3. DIVIDEND

In absence of adequate profits, your directors regret non recommendation of dividend for the year under review.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve during the year under review. However, the credit balance of Profit & Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.

5. CORPORATE GOVERNANCE

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.

6. DIRECTORS

During the financial year under review, Mr. Kamlesh Agarwal, Mr. Vinit Agarwal Mr. Ankit choudhary and Mr. Subhash Kumar Sakseria were appointed as directors by the Shareholders at the 22nd Annual General Meeting of the Company Mr. Kamlesh Agarwal, retires by rotation at the ensuing Annual General Meeting, being eligible, has offered himself for re-appointment. The Board of Directors recommends his appointment.

Mr. Subhash Kumar Bansal and Mrs. Vandana Garg were appointed as Additional Directors w.e.f. 19.05.2014. Being, an Additional Director, they holds office upto the date of Annual General Meeting and are eligible for re-appointment. They are proposed to be appointed as Independent Directors of the company at the ensuing Annual General Meeting of the Company in accordance with the provisions of Section 149 of the Companies Act, 2013. The Company has received declarations from them confirming that they meet with the criteria of independence as prescribed under sub Section (6) of Section 149 of the Companies Act 2013.

Mr. Ankit Choudhary has resigned from the Board with effect from 27.05.2014, the Board places on record appreciation for the contribution made by Mr. Ankit Choudhary to the growth of the Company during his tenure.

In compliance to the terms of Clause 49 of the Listing Agreement with the Stock Exchange, the details of Directors to be appointed / reappointed are contained in the accompanying notice of the Annual General Meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, we, the Directors of IM Capitals Limited state in respect of financial year 2013-14.

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

b) the directors have selected such accounting policies and 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 the affairs of the Company at the end of the financial year and the profit or loss of the company for the year under review.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities.

d) the directors had prepared the annual accounts for the financial year 31st March, 2014 on a ‘going concern'' basis.

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company as on 31st March 2014, have only one Subsidiary Company, IM Investments & Capital Private Limited.( previously known as Brescon Finance Private Limited).

The financial data of the subsidiary company has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, the Company has presented the consolidated financial statements which include the financial information relating to its subsidiary and forms part of the Annual Report.

The Company shall provide a copy of the Annual Report and other related information of its subsidiary company as required under section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and the registered office of the respective subsidiary company during working hours up to the date of the Annual General Meeting. The Consolidated Financial Statement has been prepared by the Company in accordance to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India.

9. FIXED DEPOSIT

The Company has not accepted deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

10. AUDITORS

The Auditors of the Company M/s. L.K. Bohania & Co, Chartered Accountants, Kolkata, retires at the ensuing Annual General Meeting and do not offer themselves for re-appointment and hence M/s. Sanjeev Neeru and Associates, Chartered Accountants be appointed as Statutory Auditors of the Company to hold office until the conclusion of sixth Annual General Meeting to be held after this meeting, subject to ratification at every Annual General Meeting. M/s. Sanjeev Neeru and Associates, Chartered Accountants under Section 141 of the Act, furnished a certificate of its eligibility for appointment. Members will be required to appoint Auditors and to authorize the Board of Directors to fix their remuneration for the financial year ended 31st March 2015.

11. PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limit prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12. LISTING ARRANGEMENT

The securities of the Company are listed on Mumbai Stock Exchange (Stock Code - 511628). The annual listing fees for the year under review have been paid to The Stock Exchange, Mumbai.

13. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Not Applicable in view of the nature of the Business of the Company.

14. FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars Year ended 31.03.2014 Year ended 31.03.2013 (Rs. in Lacs) (Rs. in Lacs)

(i) Earnings - - (ii) Outgo - -

15. ACKNOWLEDGEMENTS & APPRECIATION

The Board would like to place on record their appreciation of the contributions made by every employee of the Company. The Board would like to thank the shareholders for their continued support to the Company.



For and on behalf of the Board For IM Capitals Limited Place : Kolkata Date : 27.05.2014 Chairman


Mar 31, 2013

To, The Shareholders,

The Directors take pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

1. FINANCIALS

Financial Results of the last 3 years at a glance are as under.

(Rs. in Lacs)

Particulars Year ended Year ended Year ended 31.03.2013 31.03.2012 31.03.2011

Income From Operation 732.24 1221.67 1560.64

Other Income 76.96 211.31 98.63

Total Income 809.20 1432.98 1659.27

Profit Before finance cost & taxes 565.35 413.77 846.48

Less : Finance Cost --- 6.10 8.44

Profit Before Taxation 565.35 407.67 838.04

Less : Taxes 190.85 89.72 250.89

Profit After Tax 374.50 317.95 587.15



2. PERFORMANCE REVIEW

The Income from Operation of the company for the year under review decreased to Rs. 732.24 Lacs as compared to Rs. 1221.67 Lacs in the previous financial year. The revenue was down by 40% ,while the net profit was increased by 18% during the year to Rs. 374.50 Lacs as compared to Rs. 317.95 Lacs of previous year.

3. DIVIDEND

The Board of Directors of the Company, for the year ended 31st March 2013, has recommended a dividend @ 10% (Rs. 1/- per Equity Share of face value of Rs. 10/- each) subject to the approval of the shareholders at the Annual General Meeting. The dividend if declared as above would involve an outflow of Rs. 35.02 Lacs towards dividend and Rs. 5.68 Lacs towards dividend tax resulting in a total outflow of Rs. 40.07 Lacs.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 10 Lacs to General Reserve out of the amount available for appropriation.

5. CORPORATE GOVERNANCE

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

6. DIRECTORS

During the year, an open offer took place in which the new management has taken over the operations of the company and Mr. Nirmal Kumar Gangwal,Managing Director, Mr. Premchand Godha, Mr. V.K Gupta, and Mr. Rajashekar Iyer, Directors has resigned from Board w.e.f closing hours of Business 14.02.2013 and Mrs Pooja Gangwal Sheth, Director has resigned from Board w.e.f 26.03.2013 and Mr. Kamlesh Agarwal, Mr. Vinit Agarwal and Mr. Ankit Choudhary were appointed Additional Director w.e.f. 14.02.2013

In compliance to the terms of Clause 49 of the Listing Agreement with the Stock Exchange, the details of Directors to be appointed are contained in the accompanying notice of the Annual General Meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT

The directors confirm that :- a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) Appropriate accounting policies have been selected, applied consistently and judgments and estimates made are reasonable & prudent so as to give a true & fair view of the State of Affairs of the Company as of 31st March 2013 and of the Profit & Loss of the Company for that period.

c) Proper and sufficient care have 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 frauds and other irregularities.

d) The accounts have been prepared on a going concern basis.

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

During the year Brescon Corporate Advisors Pvt. Ltd.(“ BCAPL†) has ceased to be a subsidiary of the Company w.e.f. September 20, 2012 on account of issue and allotment of further equity shares on Preferential Basis by BCAPL to persons other than the Company on September 20, 2012. Hence as on 31st March 2013, Company have only one Subsidiary Company Brescon Finance Pvt. Ltd.

The financial data of the subsidiary company has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, the Company has presented the consolidated financial statements which include the financial information relating to its subsidiary and forms part of the Annual Report.

The Company shall provide a copy of the Annual Report and other related information of its subsidiary company as required under section 212 of the Companies Act,1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and the registered office of the respective subsidiary company during working hours up to the date of the Annual General Meeting.

The Consolidated Financial Statement has been prepared by the Company in accordance to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India.

9. SALE OF ADVISORY BUSINESS

During the year Company has entered into binding business transfer agreement and ancillary agreement / deeds on 2nd July 2012 to sale its Advisory Business Brescon Corporate Advisors Pvt. Ltd (which was wholly owned subsidiary Company) as a going concern on slump sale basis.

The Above transaction is in accordance with the approval given by the Board of Directors at its meeting dated February 2, 2012 and subsequently approved by the shareholders by Postal ballot on March 22, 2012.

10. OPEN OFFER & CHANGE IN MANAGEMENT

During the year, the Company has received open offer from M/s. Nusarwar Merchants Pvt Ltd to acquire the majority of the shareholding of the company in pursuant to the provisions of Security Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulation 2011 from Brescon Consultants Pvt Ltd & I Tenable India Ltd. through Share Purchase Agreement and from public through open offer The open offer was completed on 08.02.2013 and on board meeting 14.02.2013 M/s. Nusarwar Merchants Private Limited has become the new promoter of the Company upon acquisition of 11,81854 (33.75%) equity shares through the Share Purchase Agreement dated 29th September, 2012 and 1,99,716 (5.70%) through open offer, Consequently, the management control of the Company has vested in M/s. Nusarwar Merchants Private Limited with effect from 14.02.2013 and existing promoters have ceased to be the promoters of the Company.

11. FIXED DEPOSIT

The Company has not accepted and/or renewed any Fixed Deposits within the meaning of the provisions of Section 58-A of the Companies Act, 1956.

12. AUDITORS

The Company''s Auditor M/s. Vijay R. Tater & Co. Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting. M/s. Vijay R. Tater & Co has intimated the Company that they do not wish to seek re-appointment at the ensuing Annual General Meeting.

The Company will consider and appoint Statutory Auditor of the Company at the ensuing Annual General Meeting for the financial year 2013 -14.

Your Directors recommend the said appointment.

13. PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2000 is as under :-

14. PROPOSED CHANGE IN NAME OF THE COMPANY

In view of change in control of the company, it is proposed to change name of the company from ‘Brescon Advisors & Holdings Limited'' to ‘IM Capitals Limited''.

The Registrar of Companies, Maharashtra, Mumbai has confirmed the availability of name IM Capitals Limited vide letter dated March 20,2013.

Pursuant to the provisions of Section 21 and other applicable provisions of the Companies Act, 1956 inter-alia require approval of the Members by way of Special Resolution through Postal Ballot for change of name of the Company and consequential alteration in the name in the Memorandum of Association and Articles of Association of the Company.

15. LISTING ARRANGEMENT

The securities of the Company are listed on Mumbai Stock Exchange (Stock Code - 511628). The annual listing fees for the year under review have been paid to The Stock Exchange, Mumbai.

16. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Not Applicable in view of the nature of the Business of the Company.

17. FOREIGN EXCHANGE EARNINGS & OUTGO

Particulars Year ended 31.03.2013 Year ended 31.03.2012 (Rs. in Lacs) (Rs. in Lacs)

(i) Earnings -- --

(ii) Outgo -- --

18. ACKNOWLEDGEMENTS & APPRECIATION

The Board would like to place on record their appreciation of the contributions made by every employee of the Company. The Board would like to thank the shareholders for their continued support to the Company.



For and on behalf of the Board

For IM Capitals Limited

Place : Kolkata Ankit Choudhary

Date :12.08.2013 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

1. FINANCIALS

Financial Results of the last 3 years at a glance are as under.

(Rs. in Lacs)

Particulars Year ended Year ended Year ended 31.03.2012 31.03.2011 31.03.2010

Income From Operation 1040.09 1560.64 1910.49

Other Income 392.88 98.63 61.74

Total Income 1432.98 1659.27 1972.23

Profit Before Finance cost & Taxes 415.50 846.48 879.97

Less : Finance Cost 7.83 8.44 0.43

Profit Before Taxation 407.67 838.04 879.54

Less : Taxes 89.72 250.89 324.56

Profit After Tax 317.95 587.15 554.98

2. PERFORMANCE REVIEW

The fee-based revenue of the company for the year under review decreased to Rs 1040.09 Lacs as compared to Rs 1560.64 Lacs in the previous financial year. The fee based revenue was down by 33 % and the net profit was down by 46% during the year to Rs 317.95 Lacs as compared to Rs 587.15 Lacs of previous year.

Detailed information on the overall performance of the Company is given in the 'Management Discussion and Analysis' section which forms part of this Report.

3. DIVIDEND

The Board of Directors of the Company, for the year ended 31st March 2012, has recommended a dividend @ 10% (Rs 1/- per Equity Share of face value of Rs 10/- each) subject to the approval of the shareholders at the Annual General Meeting. The dividend if declared as above would involve an outflow of Rs 35.02 Lacs towards dividend and Rs 5.68 Lacs towards dividend tax resulting in a total outflow of Rs 40.07 Lacs.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs 10 Lacs to General Reserve out of the amount available for appropriation.

5. CORPORATE GOVERNANCE

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

6. DIRECTORS

Shri Rajashekar Iyer, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Ms. Pooja Gangwal Sheth, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment

Dr. B. Vasanthan ,Independent Director & Chairman has resigned from Board w.e.f 05.08.2011.

Board expresses sincere gratitude to Dr. B. Vasanthan for guiding the company and will always cherish his valuable contribution in strengthening the company's foundation.

In compliance to the terms of Clause 49 of the Listing Agreement with the Stock Exchange, the details of Directors to be appointed / reappointed are contained in the accompanying notice of the Annual General Meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT

The directors confirm that:-

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) Appropriate accounting policies have been selected, applied consistently and judgments and estimates made are reasonable & prudent so as to give a true & fair view of the State of Affairs of the Company as of 31st March 2012 and of the Profit & Loss of the Company for that period.

c) Proper and sufficient care have 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 frauds and other irregularities.

d) The accounts have been prepared on a going concern basis.

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

During the year company has acquired the 100% Equity shares of Brescon Corporate Advisors (P).Ltd. (formerly known as Brescon Fund Advisors Pvt. Ltd.) resultantly it became wholly owned subsidiary of the Company.

The financial data of the subsidiary companies has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, the Company has presented the consolidated financial statements which include the financial information relating to its subsidiary and forms part of the Annual Report.

The Company shall provide a copy of the Annual Report and other related information of its subsidiary companies as required under section 212 of the Companies Act,1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and the registered office of the respective subsidiary companies during working hours up to the date of the Annual General Meeting.

The Consolidated Financial Statement has been prepared by the Company in accordance to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India.

9. FIXED DEPOSIT

The Company has not accepted and/or renewed any Fixed Deposits within the meaning of the provisions of Section 58-A of the Companies Act, 1956.

10. AUDITORS

The Company's Auditors M/s Vijay R. Tater & Co., Chartered Accountants hold office up to the conclusion of the forthcoming Annual General Meeting and, being eligible, are recommended for re-appointment by the Audit Committee of the Board of Directors. They have furnished the requisite certificate to the effect that their re-appointment, if effected, will be in accordance with Section 224(1B) of the Companies Act, 1956.

11. PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2000 is as under :-

Name of Designation Qualification Date of Employee Apointment

Nirmal Gangwal Managing FCA, 01.07.2009 Director ACS, LLB (G)

N. S. Rao Director MS(Econ) PGDIM 02.12.2004 (IMI)

Sridhar Director CA, CWA, 05.10.2009 Ramchandran CPA

Sandeep Desai Director MBA 01.07.2010 (Finance) /Engg

Mahindra Bangar Asst.Vice MBA, 29.04.2008 President Engineering

Prashant Patil Asst.Vice MBA 14.11.2008 President

Name of Experience Remuneration / Previous Employee Salary Employment (Rs in lacs.)

Nirmal Gangwal Over 31 years of 108.00 Nil experience in Finance & Management Consultancy

N.S.Rao Over 29 years 54.14 Pardeshi. Com of experience in Pvt Ltd. (MD) Commercial Banking & Venture Cap

Sridhar Over 22 yrs of 48.11 Integrated Ramchandran Textile experience in general & Retail Group , financial & turnaround management

Sandeep Desai Over 21 yrs of 48.17 Kotak Mahindra experience in Bank investment banking field

Mahindra Bangar Over 9 years of 29.65 Adventity exposure in Finance (Credit Suisse) industry

Prashant Patil Over 10 yrs of 29.32 Kotak Mahindra experience in Bank financial industry

12. CHANGE OF NAME / ALTERATION OF OBJECT CLAUSE

The name of the Company has been changed to Brescon Advisors & Holdings Limited w.e.f. 29th March, 2012 subsequent to the approval of members obtained through Postal Ballot.

Further subsequent to the approval of Shareholders through Postal Ballot the Company has also altered its main objects of the Memorandum of Association of the Company.

13. LISTING ARRANGEMENT

The securities of the Company are listed on Mumbai Stock Exchange (Stock Code - 511628). The annual listing fees for the year under review have been paid to The Stock Exchange, Mumbai.

14. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Not Applicable in view of the nature of the Business of the Company.

15. EMPLOYEE STOCK OPTION SCHEME

The Company had introduced stock option scheme for its employees/directors in the year 2006. Employees Stock Option Scheme 2006:

Details of options granted under the 2006 scheme are given below:

Description Details

Total no. of shares reserved 5,17,300 with each such option conferring under 2006 scheme right to apply for 1 Equity share of Rs 10/- each

Variation, if any in terms of Options Nil

Total no. of options outstanding at Grant - I Nil the beginning of the year under 2006 scheme Grant - II Nil

Grant -III 10000

The pricing formula Exercise Price equals to Book value per equityShare as on 31.03.2006 (i.e.) Rs 51/-

Option Vested ( as of March 31,2012) -

Options exercised but not allotted during the year _

Money raised on exercise of Options -

No. of shares arising as result of exercise of option of - Last year

Options forfeited during the year Nil

Options lapsed during the year 10,000

Total number of options in - force at the end of the year

Grant to senior management _

Employees/Directors receiving 5% or more of the total Nil number of options granted during the year

Employees etc. receiving options which Nil is 1% or more of the issued capital of the Co. at the time of grant

Diluted Earning per share pursuant to Rs 17.45 Issue of shares on Exercise of option

Fair value of the options granted under the ESOP Scheme 2006 is as under. The fair values of the options have been calculated using the Black-Scholes Option pricing formula.

Date of Grant Fair Value

- 15/07/2006 38.98

- 31/07/2007 46.66

- 01/07/2008 101.48

16. FOREIGN EXCHANGE EARNINGS & OUTGO

Year ended Year ended 31.03.2012 31.03.2011 (Rs in lacs) (Rs in Lacs)

(i) Earnings ---- ----

(ii) Outgo ---- 0.46

17. ACKNOWLEDGEMENTS & APPRECIATION

The Board would like to place on record their appreciation of the contributions made by every employee of the Company. The Board would like to thank the shareholders for their continued support to the Company.



For and on behalf of the Board

For Brescon Advisors & Holdings Limited

(formerly known as Brescon Corporate Advisors Ltd.)

Place: Mumbai Premchand Godha

Date : 24th May 2012 Chairman


Mar 31, 2011

The Shareholders,

The Directors take pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIALS

Financial Results of the last 3 years at a glance are as under.

(Rs. in Lacs)

Particulars Year ended Year ended Year ended

31.03.2011 31.03.2010 31.03.2009

Income From Operation 1560.64 1910.49 2119.32

Other Income 105.05 61.74 38.14

Total Income 1665.69 1972.23 2157.46

Profit Before Depreciation 840.92 884.62 970.77

Less : Depreciation 2.88 5.08 8.35

Profit Before Taxation 838.04 879.54 962.42

Less : Taxes 250.89 324.56 413.36

Profit After Tax 587.15 554.98 549.06

2. PERFORMANCE REVIEW

The fee-based revenue of the company for the year under review decreased to Rs.1560.64 Lacs as compared to Rs.1910.49 Lacs in the previous financial year. Although the fee based revenue was down by 18%, the net profit has increased by 6% during the year to Rs. 587.15 Lacs as compared to Rs. 554.98 Lacs of previous year.

Detailed information on the overall performance of the Company is given in the 'Management Discussion and Analysis' section which forms part of this Report.

3. DIVIDEND

The Board of Directors of the Company, for the year ended 31st March 2011, has recommended a dividend @ 25% (Rs. 2.50 per Equity Share of face value of Rs.10/- each) subject to the approval of the shareholders at the Annual General Meeting. The dividend if declared as above would involve an outflow of Rs. 87.54 Lacs towards dividend and Rs. 14.54 Lacs towards dividend tax resulting in a total outflow of Rs. 102.08 Lacs.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 100 Lacs to General Reserve out of the amount available for appropriation.

5. CORPORATE GOVERNANCE

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

6. DIRECTORS

Shri. P. C. Godha, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Ms. Pooja Gangwal Sheth, Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment

Shri V.K. Gupta was appointed as an additional Director of the Company w.e.f. 13.08.2010, and shall hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing, along with necessary deposit, from a member proposing the candidature of Shri V. K. Gupta for the office of Director, liable to retire by rotation.

In compliance to the terms of Clause 49 of the Listing Agreement with the Stock Exchange, the details of Directors to be appointed / reappointed are contained in the accompanying notice of the Annual General Meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT

The directors confirm that :- i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) Appropriate accounting policies have been selected, applied consistently and judgments and estimates made are reasonable & prudent so as to give a true & fair view of the State of Affairs of the Company as of 31st March 2011 and of the Profit & Loss of the Company for that period.

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 frauds and other irregularities.

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

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The financial data of the subsidiary company has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, the Company has presented the consolidated financial statements which include the financial information relating to its subsidiary and forms parts of the Annual Report.

The Company shall not provide a copy of the Annual Report and other related information of its subsidiary company as required under section 212 of the Companies Act, 1956 to the shareholders of the Company and the subsidiaries upon their written request. These documents will also be available for inspection at the registered office of the Company and the registered office of the respective subsidiary company during working hours up to the date of the Annual General Meeting.

The Consolidated Financial Statement has been prepared by the Company in accordance to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India.

9. FIXED DEPOSIT

The Company has not accepted and/or renewed any Fixed Deposits within the meaning of the provisions of Section 58-A of the Companies Act, 1956.

10. AUDITORS

The Company's Auditors M/s Vijay R. Tater & Co., Chartered Accountants hold office up to the conclusion of the forthcoming Annual General Meeting and, being eligible, are recommended for re-appointment by the Audit Committee of the Board of Directors. They have furnished the requisite certificate to the effect that their re-appointment, if effected, will be in accordance with Section 224(1B) of the Companies Act, 1956.

11. PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2000 is as under :-

Name of Designat -ion Qualifica -tion Date of Experience Remuneration Previous Employee Appoint -ment / Salary Employment (Rs in lacs.)

Nirmal Managing FCA, FCS, 01.07. 2009 Over 30 years of 108.00 Nil Gangwal Director LLB (G) experience in Finance & Management Consultancy

N.S.Rao Director MS (Econ) 02.12. 2004 Over 28 years of 49.68 Pardeshi. Com PGDIM (IMI) experience in Pvt Ltd. (MD) Commercial Banking & Venture Cap

Sridhar Director CA,CWA,CPA 05.10. 2009 Over 22 yrs of 44.82 Integrated Ramcha -ndran experience in textile & Retail general , financial Group & turnaround management

Sandeep Director MBA (Finance) 01.07. 2010 Over 21 yrs of 29.04 Kotak Desai / Engg. experience in Mahindra investment banking Bank field

Dinesh Vice ACA 28.04. 2008 Over 18 years of 29.65 Karvy Investor Kunder President exposure in Services Ltd. Finance in general industry

Prashant Asst. MBA 14.11. 2008 Over 10 yrs of 24.97 Kotak Patil Vice experience in Mahindra President financial industry Bank

12. LISTING ARRANGEMENT

The securities of the Company are listed on Mumbai Stock Exchange (Stock Code - 511628). The annual listing fees for the year under review have been paid to The Stock Exchange, Mumbai.

13. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Not Applicable in view of the nature of the Business of the Company.

14. FOREIGN EXCHANGE EARNINGS & OUTGO

Year ended Year ended

31.03.2011 31.03.2010

(Rs. in Lacs) (Rs. in Lacs)

(i) Earnings - 12.13

(ii) Outgo 0.46 1.10

15. EMPLOYEE STOCK OPTION SCHEME

The Company had introduced stock option scheme for its employees/directors in the year 2006. Employees Stock Option Scheme 2006:

Details of options granted under the 2006 scheme are given below:

Description Details

Total no. of shares reserved under 2006 scheme

5,17,300 with each such option conferring right to apply for 1 Equity share of Rs.10/- each

Variation, if any in terms of Options Nil

Total no. of options outstanding at the beginning of the year under 2006 scheme

Grant - I Nil

Grant - II 12,500 options

Grant -III 10,000 options

The pricing formula Exercise Price equals to Book value per equity Share as on 31.03.2006 (i.e.) Rs. 51/-

Option Vested (as of March 31,2011) 6,667

Options exercised but not allotted during the year Money raised on exercise of Options -

No. of shares arising as result of exercise of option

6,667 of Last year

Options forfeited during the year Nil

Options lapsed during the year 12,500

Total number of options in force at the end of the year

10,000

Grant to senior management --

Employees/Directors receiving 5% or more of the total number of options granted during the year

Nil

Employees etc. receiving options which is 1% or more of the issued capital of the Co. at the time of grant

Nil

Diluted Earning per share pursuant to Issue of shares on Exercise of option

Rs.17.45

Fair value of the options granted under the ESOP Scheme 2006 is as under. The fair values of the options have been calculated using the Black-Scholes Option pricing formula.

Date of Grant Fair Value

- 15/07/2006 38.98

- 31/07/2007 46.66

- 01/07/2008 101.48

16. ACKNOWLEDGEMENTS & APPRECIATION

The Board would like to place on record their appreciation of the contributions made by every employee of the Company. The Board would like to thank the shareholders for their continued support to the Company.

For and on behalf of the Board

For Brescon Corporate Advisors Limited

Place: Mumbai Dr. B. Vasanthan

Date :10.05.2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting 19th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2010.

1. FINANCIALS

Financial Results of the last 3 years at a glance are as under.

(Rs. in Lacs)

Particulars Year ended Year ended Year ended 31.03.2010 31.03.2009 31.03.2008

Income From Operation 1910.49 2119.32 1423.10

Other Income 61.74 38.14 604.48

Total Income 1972.23 2157.46 2027.56

Profit Before Depreciation 884.62 970.77 1284.69

Less : Depreciation 5.08 8.35 17.20

Profit Before Taxation 879.54 962.42 1267.49

Less: Provisions 324.56 413.36 309.77

Profit After Tax 554.98 549.06 957.72

2. PERFORMANCE REVIEW

The fees based revenue of the company for the year under review decreased to Rs. 1910 Lacs as compared to Rs.2119 Lacs in the previous financial year. Although the fee based revenue was down by almost 10%, the net profit has increased by 1 % during the year to Rs 555 Lacs as compared to Rs. 549 Lacs of previous year.

The year 2009-10 was a challenging year for the global economy and it had its adverse effects on domestic economy too. Accordingly, our Company registered small decline in income from its core business, however other income increased significantly due to better treasury management. Volatility in stock market affected our investment portfolio and there is small diminution of Rs.38.49 Lacs in the value of Long Term Investments.

However, the Companys management is optimistic of the markets in the wake of recent developments and as such no provision has been made as on 31st March 2010 as the investments under portfolio management are of long term in nature and that the markets have registered a rally also.

3. DIVIDEND

The Board of Directors of the Company, for the year ended 31st March 2010 has recommended a dividend @ 25% (Rs.2.50 per Equity Share of face value of Rs.10/- each) subject to the approval of the shareholders at the Annual General Meeting. The dividend if declared as above would involve an outflow of Rs.87.37 Lacs towards dividend and Rs. 14.85 Lacs towards dividend tax resulting in a total outflow of Rs. 102.22 Lacs.

4. TRANSFER TO RESERVES

The Company proposes to transfer Rs. 150 Lacs to General Reserve out of the amount available for appropriation.

5. CORPORATE GOVERNANCE

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

6. DIRECTORS

Shri P.C. Godha , Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment

Shri C. L. Jain, Director of the Company has resigned from Board w.e.f 23.05.2010.

Shri N.D. Prabhu ,Independent Director & Chairman has resigned from Board w.e.f 29.05.2010.

Board expresses sincere gratitude to both the directors for guiding the company to achieve great performance, and will always cherish their valuable contribution in strengthening the companys foundation.

Shri Rajashekar Iyer and Ms.Pooja Gangwal Sheth were appointed as an additional Directors of the Company w.e.f. 29.05.2010, and shall hold office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing alongwith necessary deposit form a member proposing the candidature of Shri Rajashekar Iyer and Ms.Pooja Gangwal Sheth for the office of Director liable to retire by rotation.

In terms of Clause 49 of the Listing Agreement with the Stock Exchange the details of Directors to be appointed / reappointed are contained in the accompanying notice of the Annual General Meeting.

7. DIRECTORS RESPONSIBILITY STATEMENT

The directors confirm that :-

i) In the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) Appropriate accounting policies have been selected & applied consistently & have made judgments and estimates that are reasonable & prudent so as to give a true & fair view of the State of Affairs of the Copany as at 31st March 2010 and of Profit & Loss of the Company for that period.

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 frauds and other irregularities.

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

8. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANDAL RESULTS

A statement pursuant to Section 212 of the Companies Act, 1956 in respect of the above Subsidiary and its Audited Accounts for the Year 2009-2010 together with the Directors and Auditors report thereon are annexed to the Accounts of the Company.

As required underthe Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and its subsidiary is attached. The Consolidated Financial Statement have been prepared in accordance with Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and show the financial information of the Company and its subsidiary.

9. FIXED DEPOSIT

The Company has not accepted and/or renewed any Fixed Deposits with in meaning of the provisions of Section 58-A of the Companies Act, 1956.

10. AUDITORS

The Companys Auditors M/s Vijay R.Tater & Co., Chartered Accountants hold office up to the conclusion of the forthcoming Annual General Meeting and being eligible are recommended for re-appointment by the Audit Committee of the Board of Directors. They have furnished the requisite certificate to the effect that their re-appointment, if effected will be in accordance with Section 224(1 B) of the Companies Act, 1956.

11. PARTICULARS OF EMPLOYEES

Particulars of the employees of the Company pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2000 is as under :-

Name of Designation Qualification Date of Experience Employee Appointment

ShriNirmal Chief Executive FCA, FCS , 01.04.2008 Over 29 yrs in Gangwal Officer (01.04.09 LLB (G) Finance & to 30.06.09) Management

Managing Director 01.07.2009 Consultancy (01.07.09 to 31.03.10)

Shri N.S.Rao Director MS(Econ) 02.12.2004 Over 27 yrs in PGDIM (IMI) Commercial Banking & Venture Cap

ShriOm Director MMS 01.11.2000 Over 12 yrs PrakashJain in Finance

Shri Dinesh Vice President ACA 28.04.2008 Over 14 yrs Kunder In Finance



Name of Remuneration Previous Employee /Salary (Rs.) Employment

Shri Nirmal Gangwal 36,00,000/- Nil

81,00,000/-

Shri N.S.Rao 57,20,800/- Pardeshi. Com Pvt Ltd. (MD)

Shri Om Prakash Jain 36,76,160/- Kothari Global Ltd. (Finance Controller)

Shri Dinesh Kunder 25,30,105/- Karvy Investor Services Ltd

12. LISTING ARRANGEMENT

The securities of the Company are listed on Mumbai Stock Exchange. (Stock Code - 511628). The annual listing fees for the year under review have been paid to The Stock Exchange, Mumbai.

13.CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Not Applicable in view of the nature of the Business of the Company.

14. FOREIGN EXCHANGE EARNINGS & OUTGO

Year ended Year ended 31.03.2010 31.03.2009 (Rs. in Lacs) (Rs. in Lacs)

(i) Earnings 12.13 Nil

(ii) Outgo 1.10 5.35

16. ACKNOWLEDGEMENTS & APPRECIATION

The Board would like to place on record their appreciation of the contributions made by every employee of the Company. The Board would like to thank the shareholders for their continued support to the Company.

For and on behalf of the Board For Brescon Corporate Advisors Limited

Place :-Mumbai Dr. B. Vasanthan

Date : 29.05.2010 Chairman

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