Directors Report of KJMC Corporate Advisors (India) Ltd.

Mar 31, 2015

Dear members,

The Directors are pleased to submit the annual report of the Company along with the audited financial statements for the financial year ended 31st March, 2015. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The Company's financial performance for the financial year ended 31st March, 2015 is summarized below:

(Rs. in "000")

Year Year Particulars Ended Ended 31st March, 31st March, 2015 2014 Standalone

Total Revenue 27,300 35,437

Total Expenditure 24,966 32,315

Profit/(Loss)

Before Tax 2,334 3,122

Provision for Tax

- Current Tax - 994

- Deferred Tax (1,472) (172)

- MAT Credit - -

- Prior Period Taxes 1,302 306

Profit/(Loss) for the Year 2,504 1,994

Earnings Per Equity Share:

(1) Basic 0.80 0.64

(2) Diluted 0.80 0.64

PERFORMANCE REVIEW STANDALONE

Your Company's total revenue during the year under review was Rs. 273.00 Lakhs as compared to Rs. 354.37 Lakhs in the previous year. The total expenditure during the year under review was Rs. 249.66 Lakhs as compared to Rs. 323.15 Lakhs in the previous year. The Net Profit after tax for the year was Rs. 25.04 Lakhs as compared to Rs. 19.94 Lakhs in the previous year.

CONSOLIDATED

Your Company's total revenue of Rs. 581.09 Lakhs as compared to Rs. 617.95 Lakhs in the previous year. The total expenditure during the year under review was Rs. 541.96 Lakhs as compared to Rs. 575.74 Lakhs in the previous year. The Net Profit after tax was Rs. 72 Lakhs as compared to Rs. 22.69 Lakhs in the previous year.

DIVIDEND

In order to conserve the resources for operations, your Directors regret their inability to recommend any dividend for the year under review.

DIRECTORS

Mr. Raghunath Mohanlal Kumar (Din: 00261227), Independent Director of the Company has resigned with effect from 10th November, 2014 due to ill health. He was associated with the Company since 24th May, 2012. The Board placed on record its appreciation for the invaluable services rendered by him during his tenure as Independent Director of the Company.

Mrs. Shraddha Jain (DIN: 00156306), has been appointed as an Additional Director of the Company with effect from 30th March, 2015 pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. She is an Arts graduate from Mumbai University and has been associated with the KJMC Group Companies as a Director and her experience in human resources and administration will be beneficial for the Company. She will also fulfill the requirement of having a woman Director on the Board as required under the Companies Act, 2013 and the listing agreement with the Stock Exchange. She will hold office upto the date of this

Annual General Meeting and being eligible, offers herself for being appointed as a Director of the Company, liable to retire by rotation. The Company has received a notice from a member pursuant to Section 160 of the Companies, Act 2013 proposing her appointment as a Director of the Company, the necessary resolution is being proposed in the notice of this Annual General Meeting for the approval of members for appointment of Mrs. Shraddha Jain (DIN: 00156306) as a Director of the Company.

According to the Companies Act, 2013, at least two-thirds of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. For this purpose, considering the composition of the Board, Mr. Girish Jain, Director of the Company is liable to retire by rotation at this annual general meeting and being eligible, offer himself for reappointment.

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided in sub-section (6) of section 149 of the Companies Act, 2013.

NUMBER OF BOARD MEETING

The Board of Directors met Five (5) times in the financial year. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement. At the meeting of the Board all the relevant factors that are material for evaluating the performance of the individual Directors, as well as the Board committees were discussed in detail.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings, Independent judgement, safeguarding the interest of the Company and that of its minority shareholders. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of nonindependent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Directors expressed satisfaction with the evaluation process.

KEY MANAGERIAL PERSONNEL

Mr. Girish Jain, Whole Time Director, Mr. Lokesh Ranavat, Chief Financial Officer and Mr. Hemant Soni, Company Secretary of the Company are also designated as Key Managerial Personnel under the Companies Act, 2013

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment, Boards composition and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in detail in the corporate governance report, which forms part of the directors' report.

ADEQUACY OF INTERNAL CONTROL

The details in respect of internal financial control, internal audit process and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

PUBLIC DEPOSITS

The Company has neither invited, nor accepted, any fixed deposit from the public during the year and there was no outstanding deposit due and payable during the financial year ended on 31st March, 2015.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. K. S. Aiyar & Co., Mumbai, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the sixteenth annual general meeting (AGM) of the Company held on September 27, 2014 till the conclusion of the Twenty First AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Auditors of the Company for the ensuing financial year.

AUDIT COMMITTEE

The details pertaining to composition of audit committee & its members are included in the Corporate Governance Report, which forms part of this report.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Statutory auditors' report from M/s K. S. Aiyar & Co., Chartered Accountants and Secretarial auditors' report from M/s S.S. Rauthan & Co, a firm of Company Secretaries in practice, (CP No. 3233) have undertaken the statutory and Secretarial Audit respectively of the Company for the financial year ended 31st March 2015, The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

SUBSIDIARY COMPANIES

As on March 31st March, 2015, your Company has Four (4) wholly owned subsidiaries viz., (1) KJMC Shares & Securities Limited, (2) KJMC Credit Marketing Limited, (3) KJMC Capital Market Services Limited (4) KJMC Commodities Market India Limited. There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries during the year under review.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached & forms part of this report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.kjmc.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.kjmc.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied them consistently and made judgement 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;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

Company's paid up Equity Share Capital does not exceed the threshold of Rs.10 Crores and the net worth does not exceed Rs. 25 Crores as on 31st March, 2015 therefore as per SEBI Circular No: CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 compliance of Clause 49 of the Equity Listing Agreement is not applicable to your Company. However to maintain highest standards of Corporate Governance, a separate section on Corporate Governance, is annexed and forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of your Company as on March 31,2015 as provided under sub-section 3 of Section 92 of the Companies Act, 2013 in the Form MGT 9 is enclosed and forms part of the Directors' Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also before the Board for its approval.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed and forms part of the report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited. The Listing fees upto the financial year 2015 - 2016 has been paid to BSE Limited (BSE).

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Non-executive directors Ratio to median remuneration

Mr. I.C. Jain -

Mr. S.C. Aythora 0.04

Mr. R.R. Kumar

(up to 10.11.2014) * -

Mr. Nitin Kulkarni 0.04

Mrs. Shraddha Jain (Appointed on 30.03.2015) * -

Executive Directors

Mr. Girish Jain 2.68

Mr. Rajnesh Jain

(Up to 11.08.2014) * -

*Since this information is for part of the year, the same is not comparable.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, if any, in the financial year;

Chief Financial Officer: 15%, Whole Time Director: Nil, Company Secretary: 10%

3. The percentage increase in the median remuneration of employees in the financial year: 15%.

4. The number of permanent employees on the rolls of Company as on 31st March, 2015: 6.

5. The explanation on the relationship between average increase in remuneration and Company performance: .

Employees received an annual increase of 10% on an average. The individual increments varied from 5% to 15%, based on individual performance.

6. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(in Rs. 000")

Aggregate remuneration of key managerial personnel (KMP) in FY15 5016.77

Revenue 27300.00

Remuneration of KMPs (as % of revenue) 18.38%

Profit before Tax (PBT) 2334.00

Remuneration of KMP (as % of PBT) 214.94%

7. Variations in the market capitalisation price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase / 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 March 31,2015 March 31,2014 % Change

No. of Equity Share 31,36,440 31,36,440 Nil

Market price per share(Rs.) 11.45 9.5 20.53%

Market Capitalisation 3,59,12,238 2,97,96,180 20.53%

Earning per share 0.80 0.64 25%

The Company was demerged from the KJMC Financial Services Limited w.e.f. 01.04.1998, the shareholders of the KJMC Financial Services Ltd. were allotted one equity shares of the face value of Rs. 10/-each in the company for every equity shares held in the KJMC Financial Services Ltd. i.e. in the ratio of 1 : 1

Price Earnings Ratio 114.31 14.84 3.57%

8. 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:

The average annual increase for employees was around 10%, whereas, managerial remuneration was not increased during the course of the year.

9. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(in Rs.000")

Mr. Rajnesh Mr. Girish Mr. Lokesh Hemant Jain Jain Ranawat Soni (Whole time (Whole time (Chief (Company Director upto Director) Financial Secretary) 11.08.2014) Officer

Remuneration in FY-15 1104.70 2095.92 783.07 1033.08

Revenue 27300.00

Remuneration as % of revenue 4.05% 7.68% 2.87% 3.78%

Profit before Tax (PBT) 2334.00

Remuneration (as % of PBT) 47.33% 89.80% 33.55% 44.26%

10. The key parameters for any variable component of remuneration availed by the directors: None

11. 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: None

12. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

13. There are no employees falling within the purview of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no such details, are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable. However Company believes in conserving the natural resources and uses CFL and LED Lighting in the office premises which has low energy consumption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned of Rs. 37.00 Lacs in foreign currency in the current financial year as compared to Rs. 37.79 Lacs in the previous financial year and incurred expenditure of Rs. Nil in the current year as compared to Rs. Nil in the previous year.

INSURANCE

The Company's fixed assets as well as current assets have been adequately insured.

RISK MANAGEMENT

The Board has formulated a risk management policy to be implemented and monitored the risk management plan for the Company. The board is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee of the Board has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through an ongoing mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis Report, which forms part of this report

WHOLE TIME DIRECTOR & CFO CERTIFICATION

Certificate from Mr. Girish Jain, Whole Time Director and Mr. Lokesh Ranawat, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 27th May, 2015.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Company's Shareholders.

For and on behalf of the Board of Directors

I. C. JAIN Place: Mumbai CHAIRMAN Date: 27th May, 2015

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Mar 31, 2014

Dear members,

We are delighted to present the report on our business and operations for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rs. in "000")

Year Year Year Year Particulars Ended Ended Ended Ended 31st March, 31st March, 31st March, 31st March, 2014 2013 2014 2013 Standalone Consolidated

Total Revenue 35437 87,982 61796 115776

Total Expenditure 32315 68290 57575 90429

Profit/(Loss) Before Tax 3122 19693 4221 25347

Tax Expenses:

- Current Tax 994 3800 1170 3850

- Deferred Tax (172) 8682 530 12309

- MAT Credit - (3104) (1066) (3104)

- Prior Period Taxes 306 (124) 1318 (124)

Profit/(Loss)for the period 1994 10440 2269 12416

Earnings Per Equity Share:

(1) Basic 0.64 3.33 0.72 3.96

(2) Diluted 0.64 3.33 0.72 3.96

PERFORMANCE REVIEW STANDALONE

During the year under review, your Company earned the total revenue of Rs. 354.37 Lacs as against Rs. 879.82 Lacs in the previous year. The total expenditure during the year under review was Rs. 323.15 Lacs as against Rs. 682.90 Lacs in the previous year. The Net Profit after tax for the year was Rs. 19.94 Lacs as against Net Profit Rs. 104.40 Lacs in the previous year.

CONSOLIDATED

During the year under review, your Company earned the total consolidated revenue of Rs.617.96 Lacs as against Rs.1157.76 Lacs in the previous year. The total consolidated expenditure during the year under review was Rs.575.75 Lacs as against Rs.904.29 Lacs in the previous year. The consolidated Net Profit after tax for the year was Rs.22.69 Lacs as against Net Profit Rs.124.16 Lacs in the previous year.

The consolidated financials reflect the cumulative performances of KJMC Corporate Advisors (India) Limited and its subsidiaries.

DIVIDEND

The Board of Directors at its meeting held on 12th August, 2013 had declared an interim dividend of Rs.0.50/- per equity share of Rs.10/- each, which was paid to the members on 26th August, 2013. Your Directors are not recommending further dividend for the financial year 2013-14. The total dividend for the financial year 2013-14 works out to Rs.0.50 per share (Previous year Nil per share). The total outgo on account of interim was Rs.15.68 Lacs for the financial year 2013-14 as against NIL in the previous year. The total amount of dividend distribution tax was Rs.2.67 Lacs as against NIL in the previous year.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajnesh Jain, Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board of Directors recommend their re-appointment.

The Board of Directors of your Company comprised of Six Directors one of whom is the Whole Time Directors and two are the non executive promoter director. The remaining three directors are non-executive and independent directors. The composition of the Board is in consonance with Clause 49 of the Listing Agreement, as amended from time to time, and in accordance with the applicable provisions of Companies Act, 2013. In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Company is seeking appointment of Shri S. C. Aythora, Mr. Nitin Kulkarni and Shri Raghunath Mohanlal Kumar as Independent Director of the Company to hold office for a term of Five (5) consecutive years w.e.f. 27th September, 2014 upto 26th September, 2019. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Details relating to their appointment are mentioned in the explanatory statement annexed to the notice of ensuing Annual General Meeting.

Shri Rajnesh Jain stepped down as a Whole Time Director of the Company, with effect from 11th August, 2014. This is pursuant to his appointment as Whole Time Director of KJMC Financial Services Limited. The Board places on record its appreciation for the services rendered by Shri Rajnesh Jain to the Board and the Company, Shri Rajnesh Jain will continue on board as a nonexecutive director of the Company.

CHIEF FINANCIAL OFFICER (CFO)

Mr. Lokesh Ranawat has appointed as Chief Financial Officer (CFO) of the Company with effect from 11th August, 2014 within a meaning of Section 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS

M/s. K. S. Aiyar & Co., Mumbai, the Statutory Auditors of your Company retire at the ensuing Annual General Meeting and offer themselves for reappointment. In accordance with Section 139 of the Companies Act, 2013 (''the Act'') read with the Rules made thereunder, M/s. K. S. Aiyar & Co., Mumbai, can be appointed as the Statutory Auditors of the Company for a period of five years. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement.

Members are requested to consider their appointment for a period of five years (subject to ratification of the appointment by the Members at every AGM held after this AGM). The Audit committee and Board of Directors have recommended the appointment of M/s. K. S. Aiyar & Co., Chartered Accountants as the Statutory Auditors of your Company.

PUBLIC DEPOSITS

The Company has neither invited, nor accepted, nor renewed any fixed deposit from the public during the year and there was no outstanding deposit payable during the financial year ended on 31st March, 2014.

SUBSIDIARY COMPANY

As on March 31, 2014, your Company had Four (4) wholly owned subsidiaries viz., KJMC Capital Market Services Limited, KJMC Shares & Securities Limited, KJMC Credit Marketing Limited, and KJMC Commodities Market India Limited.

The Company is not attaching copies of the balance-sheet, profit and loss account, reports of the Board of Directors and the Auditors thereon, in respect of the subsidiaries as required under Section 212(1) of the Companies Act, 1956 ("the Act") to its accounts as per the dispensation available pursuant to the directions issued by the Ministry of Corporate Affairs vide general circular no. 2/2011. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements of the Company duly audited by the statutory auditors forms part of this Annual Report. The Company shall make available, the annual accounts and related information of its subsidiaries, to those shareholders who wish to have the copies of the same. Further, these documents shall be available for inspection by a shareholder at the registered office of the Company as well as of its subsidiaries on any working day, except Saturdays, between 11.00 a.m. to 3.00 p.m.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchange, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended 31st March, 2014, prepared in accordance with the Accounting Standards 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, in this regard.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

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

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2014 and of the profit or loss of the Company for that period.

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

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

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Auditors for the compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and form part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited. Listing fees upto the financial year 2014 - 2015 has been paid to BSE Limited (BSE).

PARTICULARS OF EMPLOYEES

Since, there are no employees falling within the purview of the provisions of Section 217 (2A) of the Companies Act, 1956, no such details, are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is not a manufacturing Company, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned of Rs.37.79 Lacs in foreign currency in the current financial year as compared to Rs.690.36 Lacs in the previous financial year and incurred expenditure of Rs.Nil In the current financial year as compared to Rs.Nil in the previous year.

INSURANCE

The Company''s fixed assets as well as current assets have been adequately insured.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Company''s Shareholders.

For and on behalf of the Board of Directors

I. C. JAIN Place: Mumbai CHAIRMAN Date: 11th August, 2014

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Mar 31, 2013

To, The Members of KJMC Corporate Advisors (India) Limited

The Directors herewith present the 15th Annual Report, together with the audited statement of accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

(Rs. in "000")

Year Year Year Year

Particulars Ended Ended Ended Ended 31st 31st 31st 31st March, March, March, March, 2013 2012 2013 2012

Standalone Consolidated

Total Revenue 87,982 31,539 115776 60990

Total Expenditure 68290 23940 90429 55491

Profit/(Loss) 19693 7599 25347 5499

Before Tax

Provision for Tax

- Current Tax 3800 1140 3850 1360

- Deferred Tax 8682 1915 12309 1776

- MAT Credit (3104) (1140) (3104) (1140)

- Prior Period (124) - (124) (291) Taxes

Profit/(Loss) 10440 5684 12416 3791

for the period Earnings Per Equity Share:

(1) Basic 3.33 181 3.96 121

(2) Diluted 3.33 181 3.96 1.21

PERFORMANCE REVIEW

During the year under review, your Company earned the total revenue of Rs. 879.82 Lacs as against Rs. 315.39 Lacs in the previous year. The total expenditure during the year under review was Rs. 682.90 Lacs as against Rs. 239.40 Lacs in the previous year. The Net Profit after tax for the year was Rs. 104.40 Lacs as against Net Profit Rs. 56.84 Lacs in the previous year.

DIVIDEND

In view of inadequacy of profit for the year under review, your Directors do not recommend dividend on the Equity Shares for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. I. C. Jain and Mr. R. R. Kumar, the Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Your Board of Directors have appointed of Mr. Girish Jain as Whole Time Directorof the Company for a period of three years with effect from 01st April, 2013 to 31st March, 2016 in view of his valuable contribution to the progress of the Company since incorporation of your Company. The Board recommends to the Shareholders the Special Resolution under item no. 5 of the Notice of this Annual General Meeting.

Your Board of Directors have re-appointed of Mr. Rajnesh Jain as Whole Time Director of the Company for a further period of three years with effect from 01st November, 2013 to 31st October, 2016 in view of his valuable contribution to the progress of the Company. The Board recommends to the Shareholders the Special Resolution under item no. 6 of the Notice of this Annual General Meeting.

AUDITORS

M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received letter from the Auditors to the effect that their appointment, if made, shall be in accordance with section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

PUBLIC DEPOSITS

The Company has neither invited, nor accepted, nor renewed any fixed deposit from the public during the year and there was no outstanding deposit payable during the financial year ended on 31st March, 2013.

SUBSIDIARY COMPANY

KJMC Shares & Securities Limited, KJMC Credit Marketing Limited, KJMC

Capital Market Services Limited and KJMC Commodities Market India Limited are subsidiaries of the Company.

The Company is not attaching copies of the balance-sheet, profit and loss account, reports of the Board of Directors and the Auditors thereon, in respect of the subsidiaries as required under Section 212(1) of the Companies Act, 1956 ("the Act") to its accounts as per the dispensation available pursuant to the directions issued by the Ministry of Corporate Affairs vide general circular no. 2/2011. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements of the Company duly audited by the statutory auditors forms part of this Annual Report. The Company shall make available, the annual accounts and related information of its subsidiaries, to those shareholders who wish to have the copies of the same. Further, these documents shall be available for inspection by a shareholder at the registered office of the Company as well as of its subsidiaries on any working day, except Saturdays, between 11.00 a.m. to 3.00 p.m.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchange, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended 31st March, 2013, prepared in accordance with the Accounting Standards 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, in this regard.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

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

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2013 and of the profit or loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Auditors for the compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and form part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited. Listing fees up to the financial year 2013 - 2014 has been paid to BSE Limited (BSE).

PARTICULARS OF EMPLOYEES

Since, there are no employees falling within the purview of the provisions of Section 217 (2A) of the Companies Act, 1956, no such details, are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is not a manufacturing Company, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned of Rs. 690.36 lacs in foreign currency in the current financial year as compared to Rs. 46.56 Lacs in the previous financial year and incurred expenditure of Rs. Nil In the current year as compared to Rs. Nil in the previous year.

INSURANCE

The Company''s fixed assets as well as current assets have been adequately insured.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Company''s Shareholders.

FOR KJMC CORPORATE ADVISORS (INDIA) LIMITED

I. C. JAIN

Place: Mumbai CHAIRMAN

Date: 29th May, 2013

---

Mar 31, 2012

To,The Members of KJMC Corporate Advisors (India) Limited

The Directors herewith present the 14th Annual Report, together with the audited statement of accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2012 is summarized below:

Standalone Financial Information

(Rs in Lacs)

PARTICULARS Year Ended Year Ended 31st March, 31st March, 2012 2011

Total Income 315.39 128.08

Total Expenditure 237.31 761.76

Profit/(Loss) Before Depreciation

and Tax 78.08 (633.68)

Less : Depreciation 2.09 2.16

Profit/(Loss) before Tax 75.99 (635.84)

Provision for Tax

- Current Tax 11.40 -

- Deferred Tax 19.15 198.74

- MAT Credit (11.40) 6.76

- Prior Period Taxes - (5.48)

Profit/(Loss)for the period 56.84 (435.82)

Add: Surplus in Profit and Loss Account 136.31 572.13

Balance carried to Balance Sheet 193.15 136.31

Earning per Equity share (Face Value Rs 10/-)

Basic (Rs) 1.81 (13.90)

Diluted (Rs) 1.81 (13.90)

PERFORMANCE REVIEW

During the year under review, your Company earned the Gross Income of Rs 315.39 Lacs as against Rs 128.08 Lacs in the previous year. The total expenditure during the year under review was Rs 237.31 Lacs as against Rs 761.76 Lacs in the previous year. The Net Profit after tax for the year was Rs 56.84 Lacs as against Net loss of Rs 435.82 Lacs in the previous year. DIVIDEND

In view of inadequacy of profit for the year under review, your Directors do not recommend dividend on the Equity Shares for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Nitin Kulkarni and Shri S. C. Aythora, the Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. During the year, Shri R.R. Kumar was appointed as an Additional Director of the Company with effect from May 24, 2012. Pursuant to the provisions of the Section 260 of the Companies Act, 1956, he holds office up to the ensuing Annual General Meeting. The approval of the members for appointing Shri R.R. Kumar as a Director of the Company is sought at this Annual General Meeting. Shri Ghanshyamlal Srivastava was appointed as an Additional Director of the Company with effect from November 12, 2011 and he had resigned with effect from June 22, 2012.

AUDITORS

M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at this annual general meeting and are eligible for re-appointment. The Company has received letter from M/s. K. S. Aiyar & Co. to the effect that their re-appointment, if made, shall be in accordance with section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

CHANGE OF NAME OF THE COMPANY

Your Company has over a period of time significantly expanded its footprint across a wide range of corporate advisory services. Your Company would be continuously exploring the emerging opportunities in the corporate advisory services segment in future. In order to ensure that the name of the Company adequately reflects the nature of business activities being carried on by the Company. Pursuant to the approval of the members obtained through Postal Ballot on June 25, 2012, the name of the Company stands changed from KJMC Global Market (India) Limited to KJMC Corporate Advisors (India) Limited with effect from July 2, 2012.

PUBLIC DEPOSIT

Your Company has neither invited, nor accepted, nor renewed any public deposit from the public during the year and there was no outstanding deposit payable during the financial year ended March 31, 2012.

SUBSIDIARY COMPANY

Your Company, as part of its activities, has undertaken expansion, reorganization and restructuring its business including promoting and investing

in equity of other Companies. Accordingly during the financial year, two companies viz. M/s KjMc Capital Market Services Limited and M/s KJMC Commodities Market India Limited become subsidiaries of your Company. The Company is not attaching copies of the balance-sheet, profit and loss account, reports of the Board of Directors and the Auditors thereon, in respect of the subsidiaries as required under Section 212(1) of the Companies Act, 1956 ("the Act") to its accounts as per the dispensation available pursuant to the directions issued by the Ministry of Corporate Affairs vide general circular no. 2/2011. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements for the period ended March 31, 2012 of the Company duly audited by the statutory auditors forms part of this Annual Report. The Company shall make available, the annual accounts and related information of its subsidiaries, to those shareholders who wish to have the copies of the same. Further, these documents shall be available for inspection by a shareholder at the registered office of the Company as well as of its subsidiaries on any working day, except Saturdays, between 11.00 a.m. to 3.00 p.m.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchange, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended March 31, 2012, prepared in accordance with the Accounting Standards 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, in this regard.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

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

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year March 31, 2012 and of the lossof the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Auditors for the compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and form part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on BSE Limited. Listing fees up to the current financial year 2012 - 2013 has been paid to BSE Limited (BSE).

PARTICULARS OF EMPLOYEES

Since, there are no employees falling within the purview of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the companies (particulars of employees) Rules 1975, no such details, are required to be given. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is not a manufacturing Company, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned of Rs 46.56 Lacs in foreign currency in the Current year as compared to Rs Nil in the previous year and incurred expenditure of Rs Nil in the current year as compared to Rs Nil in the previous year.

INSURANCE

The Company's fixed assets as well as current assets have been adequately insured.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Company's Shareholders.

For and on behalf of the Board of Directors

Place: Mumbai I. C. JAIN

Date: August 02, 2012 Chairman

---

Mar 31, 2011

To The Members of KJMC Global Market (India) Limited

The Directors herewith present the 13th Annual Report, together with the audited statement of accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(Rs. in lakhs)

Particulars Year ended Year ended 31st March, 31st March, 2011 2010

Total Income 130.33 165.59

Expenditure 764.02 162.34

Profit/(Loss) Before Depreciation and Tax (633.69) 3.25

Less : Depreciation 2.15 2.71

Profit/(Loss) before Tax (635.84) 0.54 Less: Provision for Tax

- Current Tax

- Deferred Tax (198.74) 3.87

- MAT Credit (6.76)

Profit/(Loss)After Tax (430.34) (3.33)

Add: Prior year taxes (5.48) (0.08)

Add: Surplus in Profit and Loss Account 572.13 575.54

Balance carried to Balance Sheet 136.31 572.13

PERFORMANCE REVIEW

During the year under review, your Company earned the Gross Income of Rs. 130.33 Lakhs as against Rs. 165.59 Lakhs in the previous year. The total expenditure during the year under review was Rs. 766.17 Lakhs as against Rs. 165.05 Lakhs in the previous year. The Net Loss after tax for the year was Rs. 430.34 Lakhs as against Net loss of Rs. 3.33 Lakhs in the previous year. Considering expectations of Country's gradual improvement in effective demand and GDP growth rate coupled with upward movements in capital market, your directors expect better performance of the Company in the coming years.

DIVIDEND

In view of losses incurred during the year, your directors do not recommend any dividend on Equity Shares for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri I. C. Jain and Shri Girish Jain, the Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

M/s. Batliboi & Purohit, Chartered Accountants, Mumbai the Auditors of the Company holds the office until the conclusion of the ensuing Annual General Meeting, have expressed their unwillingness to be re-appointed due to their other professional commitments..

It is proposed to appoint M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai in place of the retiring Auditors. Your Company has received certificate u/s. 224(1B) of the Companies Act, 1956 from M/s. K. S. Aiyar & Co., Chartered Accountants to the effect that their appointment, if made, will be within the limit prescribed. Accordingly, the members approval is being sought to their appointment as Auditors of the Company at the ensuing Annual General Meeting and to authorise the Board of Directors to fix their remuneration for the financial year 2011-12.

FIXED DEPOSIT

The Company has neither invited, nor accepted, nor renewed any fixed deposit from the public during the year and there was no outstanding deposit payable during the financial year ended on 31st March, 2011.

SUBSIDIARY COMPANY

KJMC Shares and Securities Limited and KJMC Credit Marketing Limited are subsidiaries of the Company.

The Company is not attaching copies of the balance-sheet, profit and loss account, reports of the Board of Directors and the Auditors thereon, in respect of the subsidiaries as required under Section 212(1) of the Companies Act, 1956 ("the Act") to its accounts as per the dispensation available pursuant to the directions issued by the Ministry of Corporate Affairs vide general circular no. 2/2011. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements of the Company duly audited by the statutory auditors forms part of this Annual Report. The Company shall make available, the annual accounts and related information of its subsidiaries, to those shareholders who wish to have the copies of the same. Further, these documents shall be available for inspection by a shareholder at the registered office of the Company as well as of its subsidiaries on any working day, except Saturdays, between 11.00 a.m. to 3.00 p.m.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchange, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended 31st March, 2011, prepared in accordance with the Accounting Standards 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, in this regard.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

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

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2011 and of the loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE

In accordance with the provisions of section 383A of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules, 2001, the Company has obtained Compliance Certificate from a company secretary in practice and a copy of the same is annexed to this report.

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Auditors for the compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited. Listing fees upto the year 2011-2012 has been paid to the Bombay Stock Exchange Limited (BSE).

PARTICULARS OF EMPLOYEES

Since, there are no employees falling within the purview of the provisions of Section 217 (2A) of the Companies Act, 1956, no such details, are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is not a manufacturing Company, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned Rs. Nil in foreign currency in the Current year as compared to Rs. Nil in the previous year and incurred expenditure of Rs. Nil in the Current year as compared to Rs. 1,94,000/- in the previous year.

INSURANCE

The Company's fixed assets as well as current assets have been adequately insured.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Company's Shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(I.C. JAIN) CHAIRMAN

Place: Mumbai

Date : 27th May, 2011

---

Mar 31, 2010

The Directors herewith present the 12th Annual Report, together with the audited statement of accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2010 is summarized below:

(Rs. In lakhs)

Year ended Year ended

31st March, 31st March,

2010 2009

Total Income 165.59 265.55

Total Expenditure 162.34 191.17

Profit Before Depreciation and Tax 3.25 74.38

Less : Depreciation 2.71 3.43

Provision for Tax (Current & Deferred) 3.95 33.61

Profit/(l_oss)After Tax (3.41) 37.34

Add : Prior Period Item Net- Income /

(Expenses) 0.00 (0.05)

Add: Surplus in Profit and Loss Account 575.54 538.25

Balance carried to Balance Sheet 572.13 575.54



PERFORMANCE REVIEW

During the year under review, your Company earned the Gross Income of Rs. 165.59 Lakhs as against Rs. 265.55 Lakhs in the previous year. The total expenditure during the year under review was Rs. 162.34 Lakhs as against Rs. 191.17 Lakhs in the previous year. The Net Loss for the year was Rs. 3.41 Lakhs as against Net Profit of Rs. 37.34 Lakhs in the previous year. Considering expectations of countrys gradual improvement in effective demand and GDP growth rate coupled with upward movements in capital market, your directors expect better performance of the Company in the coming years.

DIVIDEND

In view of the losses incurred during the year, your directors do not recommend any dividend on Equity Shares for the year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Rajnesh Jain and Shri S C Aythora, the Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board at its meeting held on 27th May, 2010 approved a proposal for the re-appointment of Mr. Rajnesh Jain as Executive Director of the Company for a further period of three years subject to the approval of the members of the Company in the general meeting. Approval of the Members is being sought at the current Annual General Meeting for the re-appointment of Mr. Rajnesh Jain as Executive Director of the Company for a further period of three years effective from 1st November, 2010 to 31st October, 2013.

AUDITORS

M/s. Batliboi & Purohit, Chartered Accountants, the Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. Your Company has received a certificate from the Auditors u/s. 224(1 B) of the Companies Act, 1956 to the effect that their reappointment, if made, will be within the limit prescribed. Members are requested to appoint Auditors and authorize the Board to fix their remuneration.

FIXED DEPOSIT

The Company has neither invited, nor accepted, nor renewed any fixed deposit from the public during the year and there was no outstanding deposit payable during the financial year ended on 31st March, 2010.

SUBSIDIARY COMPANY

The accounts of the subsidiary Company viz. M/s KJMC Shares & Securities Limited for the financial year ended 31st March, 2010 are attached to the Accounts of the Company in terms of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchange, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended 31st March, 2010, prepared in accordance with the Accounting Standards 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, in this regard.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

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

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2010 and of the loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annuai accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Auditors for the compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and form part of the report.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited. Listing fees upto the year 2010-2011 has been paid to the Bombay Stock Exchange Limited (BSE).

PREFERENTIAL ALLOTMENT OF CONVERTIBLE WARRANTS

During the year under review, the Company allotted 76,300 Equity Shares of Rs. 10/- each to I.C. Jain HUF, the person belonging to Promoter Group, consequent upon conversion of 2nd tranche of warrants at a price of Rs. 16.15 (including premium of Rs. 6.15 per share) being the price determined in accordance with SEBI (Disclosure & Investor Protection) Guidelines, 2000 on Preferential Issues and Listing Agreement. The proceeds of equity shares issued by company are being used for the purpose for which they were raised.

PARTICULARS OF EMPLOYEES

Since, there are no employees falling within the purview of the provisions of Section 217 (2A) of the Companies Act, 1956, no such details, are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is engaged in providing financial services, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned Rs. Nil in foreign currency in the Current year as compared to Rs. Nil in the previous year and incurred expenditure of Rs. 1,94,000/- in the Current year as compared to Rs. Nil Lacs in the previous year.

INSURANCE

The Companys fixed assets as well as current assets have been adequately insured.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Companys Shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS



(I.C. JAIN)

CHAIRMAN

Place : Mumbai Date : 27th May, 2010