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Directors Report of Ladderup Finance Ltd.

Mar 31, 2015

The Members,

The Directors are pleased to present the Twenty Second Annual Report of the Company, both on Standalone and Consolidated basis together with the Audited Financial Statements for the FY ended 31st March, 2015.

1. FINANCIAL RESULTS

Particulars 2014-15 2013-14 Consolidated Operational and other Income 990.42 1,024.52

Profit before Depreciation and Tax 51.37 194.85

Less: Depreciation 21.16 20.30

Profit before tax 30.21 174.55

Less: Tax expenses (includes provision for deferred (36.58) (8.06) tax asset/liability)

Profit after tax 66.79 182.61

Cin Lacs) Particulars 2014-15 2013-14 Standalone

Operational and other Income 265.99 267.32

Profit before Depreciation and Tax 191.02 246.90

Less: Depreciation 2.50 2.44

Profit before tax 188.52 244.46

Less: Tax expenses (includes provision for 13.54 9.66 deferred tax asset/liability)

Profit after tax 174.98 234.80

The Consolidated Statements provide the results of Ladderup Finance Limited together with those of its subsidiaries.

2. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A"

3. MEETINGS OF THE BOARD:

During FY 2014-15 four Board Meetings were held by the Company on 6th May, 2014, 11th August, 2014, 14th November, 2014 and 13th February, 2015. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meetings held during the FY 2014-15 forms part of the Corporate Governance Report.

4. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act.

(a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit or loss of the Company for the FY ended on that date;

(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 Financial Statements 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;

(f) That systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. DIRECTORS:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Harsha Saksena, Director of the Company retires by rotation at this AGM of the Company and being eligible, offers himself for reappointment.

In accordance with the provision of the Act, the Articles of Association of the Company, and as per the Clause 49 of the listing agreement entered with Stock Exchange, the Board of Directors in their meeting held on 29th May, 2015 appointed Mrs. Mangala Radhakrishna Prabhu as Additional Director (Woman Director) up to the ensuing AGM. The Company has received notice in writing from her signifying own candidature for appointment as Non-Executive Director of the Company. The Board recommends her appointment at the ensuing AGM.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE.

6. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

7. AUDITORS & AUDITORS' REPORT:

M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of ensuing AGM and offer themselves for reappointment.

The Company has received letter from M/s. Khurdia Jain & Co., Chartered Accountants (Firm Registration No. 120263W) to the effect of their appointment, if made, would be in prescribed limit under Sections 139 and 142 of the Act. The Audit Committee and Board of Directors recommend reappointment of M/s. Khurdia Jain & Co. as Statutory Auditors of the Company to hold office conclusion of the ensuing AGM till the conclusion of next AGM and to fix their remuneration.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

8. SECRETARIAL AUDIT REPORT:

As per Section 204 of the Act, Secretarial Audit Report from M/s. H. S. Associate, Practising Company Secretaries (Certificate of Practice No. 1483) forms an integral part of this Report as "Annexure B."

There is no secretarial audit qualification for the year under review.

9. INTERNAL AUDITOR:

During the financial year the Company has appointed M/s. Shah Gupta & Co. Chartered Accountants, (Firm Registration No. 109574W) as Internal Auditor of the Company as per Section 138 of the Act.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186.

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are given in the notes to the Financial Statements.

11. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the FY with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.ladderup. com.

Your Directors draw attention of the members to after the Notes to the Financial Statement which sets out related party disclosures.

12. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:

Consolidated Performance

Your Company has earned total revenue of Rs 990.42 lakhs in FY 2014-15 as compared to Rs 1024.52 lakhs in FY 2013-14. The profit after tax in FY 2014-15 is Rs 66.79 lacs as compared to Rs 182.61 lakhs in FY 2013-14.

Standalone Performance

Your Company has earned total Profit after tax during the FY 2014-15 is Rs 174.98 lakhs as against Rs 234.80 lakhs in the FY 2013-14. Decline in the profit is basically attributed towards fewer returns upon sale of listed and unlisted securities held by the Company.

Your company as in the last few years continues to invest in asset based transactions with good growth prospects.

The FY 2014-15 was relatively difficult and uncertain year for companies operating in the financial services space. The global macroeconomic conditions as well as domestic market conditions converged simultaneously to create strong headwinds. There was perceptible impact on margins and profitability for most companies in the financial services space as well.

LADDERUP CORPORATE ADVISORY PRIVATE LIMITED (LCAPL)

In FY 2014-15, your Company's subsidiary, Ladderup Corporate Advisory Private Limited (LCAPL) revenues decreased from Rs 536 lakhs in PY to Rs 389 lakhs and this resulted in the Net Loss for the FY 2014-15 of Rs 163 lakhs as against a Net Loss of Rs 51 Lacs in the PY.

LCAPL continued its in-depth coverage and servicing of large and midmarket corporate clients during the year. LCAPL was able to build significant relationships with many well-known, reputed corporate groups during this year while focusing on deepening relationships with the existing clients through an array of customised advisory services.

The volatility and weak sentiment in the secondary markets for most of the year considerably impacted the primary markets. While LCAPL started the FY with a number of private equity offerings in the pipeline, many of them could not be completed due to challenging market conditions. Some of the deals got extended into the current FY.

Ladderup Wealth Management Private Limited (LWMPL)

The other subsidiary of your company is engaged in the wealth management solutions for HNIs, SMEs and Corporates. During the FY 2014-15 overall Wealth Management Industry faced some headwinds as most of the asset classes continued to remain under pressure. LWMPL continued its work in a focused way at increasing the pace of client acquisition and adding fresh talent to the core team. The Company continued its innovative approach of customising wealth management advice and providing structured solutions across all asset classes to the clients. All these efforts has helped the Company achieve total revenue of Rs 260 lakhs in FY 2014-15 (PY Rs 218 lakhs) while the profit after tax stood at Rs 32 lakhs for FY 2014-15(PY Rs 2 lakhs).

13. AMOUNT TRANSFERRED TO RESERVE:

During the FY 2014-15 the Company has transferred an amount of Rs 34,99,350/- (P.Y. Rs 46,96,002/-) equivalent to 20% of profit after tax of the Company to Special Reserve Account in compliance with Section 45IC of the RBI Act.

14. DIVIDEND:

In order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the FY 2014-15.

15. MATERIAL CHANGES:

During the FY 2014-15 there are no material changes affecting the financial position of the company and affecting the Financial Statements.

16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

17. RISK MANAGEMENT:

As per the Act, and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD & CEO and the CFO that the mitigation plans are finalised and up to date, owners are identified and the progress of mitigation actions are monitored.

18. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act, and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interests of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

19. SUBSIDIARIES:

The Company has two subsidiaries i.e. LCAPL and LWMPL. During the year Company has sold its entire shareholding held in Ladderup Insurance Broking Private Limited and accordingly the relation of holding company and subsidiary company has ceased.

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have prepared consolidated Financial Statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of our subsidiaries in the prescribed format are given in notes to the Financial Statements. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Act, the audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.ladderup.com. These documents will also be available for inspection during the business hours at the registered office of the Company.

20. SHARE CAPITAL:

The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2015 was Rs 12,85,26,000. During the year under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2015 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

21. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY:

The Company has been registered as a Non-Banking Financial Institution on 24th February, 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your Company is categorized as a Non-deposit taking Non-Banking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956.

22. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report.

23. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Management's Discussion and Analysis forms an integral part of this Report.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:

During the year following Directors and Key Managerial Personnel resigned and appointed in the Company.

- Mr. Tulsi Daryanani, Company Secretary resigned with effect from 11th August, 2014.

- Mr. Sanket Limbachiya, appointed as Company Secretary with effect from 1st February, 2015.

- Mr. Deepak Ladha, Executive Director and Mr. Alasdair Nisbet, Independent Director resigned from the directorship with effect from 4th April, 2015.

- Mrs. Bhama Krishnamurthy, appointed as Additional Director with effect from 13th February, 2015, and resigned from the directorship with effect from 19th May, 2015.

25. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same.

All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour of the Company has adopted a vigil mechanism policy.

29. CHANGE OF NAME:

The Company has taken Shareholders approval for change of name of the Company. However Company being a NBFC requires a Non-Objection Certificate (NOC) from the Reserve Bank of India. The Company has received NOC from RBI but the Board of Directors decided to defer the proposal for change of name for future period.

30. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Date : 29th May, 2015 For and on behalf of the Board Place : Mumbai

Regd. Office :

102-A, Hallmark Business Plaza Gurunanak Hospital Road, Sunil Goyal Manoj Singrodia Bandra (East), Mumbai - 400 051. Managing Director Director DIN: 00503570 DIN: 01501529


Mar 31, 2014

The Members,

The Directors are pleased to present the Twenty First Annual Report of the Company, both on Standalone and Consolidated basis together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

1. FINANCIAL RESULTS: (Rsin Lacs) Particulars 2013-14 2012-13 Consolidated

Operational and other Income 1,024.52 1,042.22

Profit before Depreciation and Tax 194.85 202.17

Less: Depreciation 20.30 23.55

Profit before Tax 174.55 178.62

Less: Tax expenses (includes provision for (8.06) 40.81

deferred tax asset/liability)

Profit after tax 182.61 137.81

Paticular 2013-14 2012-13 Standalone

Operational and other Income 267.32 307.13

Profit before Depreciation and Tax 246.90 298.30

Less: Depreciation 2.44 2.55

Profit before Tax 244.46 295.75

Less: Tax expenses (includes provision for 9.66 40.17 deferred tax asset/liability)

Profit after tax 234.80 255.58

The Consolidated Statements provide the results of Ladderup Finance Limited together with those of its subsidiaries.

2. FINANCIAL HIGHLIGHTS:

Consolidated Performance

Your Company has earned total a consolidated revenue of Rs.1,024.52 Lacs in FY 2013-14 as compared to Rs.1,042.22 Lacs in FY 2012-13. The profit after tax in FY 2013-14 is Rs.182.61 Lacs as compared to Rs.137.81 Lacs in FY 2012-13.

Standalone Performance

Your Company has earned total profit after tax during the current year amounting to Rs.234.80 Lacs as against Rs.255.58 Lacs in the previous year. Decline in the profit is basically attributed towards fewer returns upon sale of listed and unlisted securities held by the Company.

Your company as in the last few years continues to invest in asset based transactions with good growth prospects.

In FY 2013-14, your Company''s subsidiary, Ladderup Corporate Advisory Private Limited (LCAPL) continued its in-depth coverage and servicing of large and mid-market corporate clients. It was able to build significant relationships with many well-known, reputed corporate groups during this year while focusing on deepening relationships with the existing clients through an array of customized and regular product offerings.

LCAPL also advised on a number of significant cross-border and domestic M&A deals. LCAPL has taken a conscious effort of building a sector based approach and has identified a few sectors of focus viz. Packaging, Chemicals, Engineering, Consumer Goods and Renewable Energy.

LCAPL is strengthening its Merchant Banking team and the Equity Capital Market (ECM) segment, set up during the year has been able to successfully handle an open offer assignment, a underwriting assignment for a Company which got its shares listed on NSE SME platform apart from a few other valuation assignments.

Ladderup Wealth Management Private Limited, the other subsidiary of your Company is engaged in the wealth management solutions for HNIs, SMEs and Corporates. This businesse performance of LWMPL was stable during the FY 2013-14.

3. DIVIDEND

Your Directors have recommended a dividend of Rs.0.50 paise (5%) per Equity Share of the face value of Rs.10 each for the FY 2013-14 amounting to Rs.64,26,300 (Excluding Dividend Distribution Tax). The Dividend will be paid to members whose names appear in the register of Members as on 19th September, 2014 in respect of shares held in dematerialized form and will be paid to members whose names are furnished by Depositories.

4. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY (NBFC)

The Company has been registered as a Non-Banking Financial Institution on 24th February, 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your Company is categorised as a Non-deposit taking Non-Banking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956.

5. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and that of Articles of Association of the Company, Mr. Manoj Singrodia, Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mr. T. B. Subramaniam, Independent Director of the Company retires by rotation at the forthcoming Annual General Meeting of the Company. However Mr. T. B. Subramaniam does not wish to offer himself for re-appointment at the Annual General Meeting.

Board acknowledges the guidance rendered by Mr. T. B. Subramaniam to the Company during his long tenure with the Company.

Mr. K.V.S. ShyamSunder, Mr. K. Raghuraman and Mr. Alasdair Nisbet were appointed as Non- Executive Independent Directors of the Company liable to retire by rotation in accordance with the provision of the erstwhile provisions of the Companies Act 1956. The Company has received notice in writing from members proposing Mr. K.V.S. ShyamSuder, Mr. K. Raghuraman and Mr. Alasdair Nisbet for appointment as Independent Directors of the Company for term of five years upto 31st March, 2019. The Board recommends their appointment at the Annual General Meeting.

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 under Clause 49 of the Listing Agreement with the stock exchanges.

No new Independent Directors have been appointed during the year.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms:

a) That in the preparation of the accounts, the applicable accounting standards have been followed.

b) That 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 as at 31st March, 2014 and of the Profit of the Company for the year ended 31st March, 2014.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the Annual accounts on a going concern basis.

7. SUBSIDIARIES

The Company has three subsidiaries i.e. Ladderup Corporate Advisory Private Limited, Ladderup Wealth Management Private Limited and Ladderup Insurance Broking Private Limited. In accordance with the general circular issued by Ministry of Corporate Affairs, the Balance, Profit & Loss Account and other documents relating to the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will enable the Members who may be interested in obtaining the Annual Accounts and other documents of the Subsidiary Companies. The same will also be placed and kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary Companies. A statement containing details as required under Section 212(8) of the Companies Act, 1956 is enclosed herewith to this report.

8. AUDITORS & AUDITOR''S REPORT

M/s. Khurdia Jain & Co., Chartered Accountants, Mumbai Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment.

The Company has received communication from M/s. Khurdia Jain & Co., Chartered Accountants, Mumbai stating that their appointment, if made, would be witnin prescribed limits under section 141(3)(g) of the Companies Act, 2013. The Audit Committee and Board of Directors recommend reappointment of M/s. Khurdia Jain & Co. as Statutory Auditors of the Company to hold office conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

The Notes on Accounts referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

9. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchange, a separate report on Management Discussion and Analysis, Corporate Governance Report and requisite Certificate from M/s. HS Associates, Practicing Company Secretaries, Mumbai, confirming the compliance with conditions of Corporate Governance are enclosed to this Report.

A Certificate from the Managing Director of the Company in terms of sub-clause (v) of clause 49 of the Listing Agreement, inter alia, confirming the correctness of the Financial Statements, adequacy of the internal control measures and reporting of matters to the Audit Committee is also annexed herewith

10. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT (MDA)

Management''s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of this Annual Report.

11. PARTICULARS OF EMPLOYEES

There are no employees whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 does not apply to your Company. There was no foreign exchange earnings or outgoing during the year.

13. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operations of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Date : 11th August, 2014 For and on behalf of the Board Place : Mumbai

Regd. office : 102-A, 1st Floor, (Sunil Goyal) (Deepak Ladha) Hallmark Business Plaza, DIN: 00503570 DIN: 03584571 Gurunanak Hospital Road, Managing Executive Director Bandra (East), Mumbai-400 051 Director Mumbai-400 051


Mar 31, 2013

The Members,

The Directors are pleased to present the Twenteth Annual Report on the business and operatons of the Company together with the Audited Accounts for the fnancial year ended 31st March, 2013.

1. FINANCIAL RESULTS :

(Rs.in Lacs) Partculars 2012-13 2011-12 2012-13 2011-12 Consolidated Standalone

Operatonal and other Income 1042.22 1209.11 307.13 167.46

Proft before Depreciaton and Tax 202.17 282.59 298.30 146.05

Less: Depreciaton 23.55 18.45 2.55 3.81

Proft before Tax 178.62 264.14 295.75 142.23

Less: Tax Expenses (includes Provision for Deferred 40.81 93.73 40.17 16.97

Tax Asset/Liability)

Proft afer Tax 137.81 170.41 255.58 125.26

The Consolidated Statements provide the results of Ladderup Finance Limited together with those of its subsidiaries.

2. FINANCIAL HIGHLIGHTS :

On a Standalone basis the Proft before tax during the FY 2012-13 is Rs. 255 Lacs as against Rs. 125 Lacs in the FY 2011-12. The growth in the proft is basically atributed towards beter returns upon sale of listed and unlisted securites held by the Company.

On the Consolidated basis your Company has recorded total revenue of Rs. 1042 Lacs in FY 2012-13 as compared to Rs. 1209 Lacs in FY 2011-12. The proft afer tax in FY 2012-13 is Rs. 137 Lacs as compared to Rs. 170 Lacs in FY 2011-12.

Your Company as in the last few years contnues to invest in asset based transactons with good growth prospects.

In FY 2012-13, your Company''s subsidiary, Ladderup Corporate Advisory Private Limited (LCAPL) contnued its in-depth coverage and servicing of large and mid-market corporate clients. It was able to build signifcant relatonships with many well-known, reputed corporate groups during this year while focusing on deepening relatonships with the existng clients through an array of customized and regular product oferings.

LCAPL also advised on a number of signifcant cross-border and domestc M&A deals. LCAPL has taken a conscious efort of building a sector based approach and has identfed a few sectors of focus viz. Packaging, Chemicals, Engineering, Consumer Goods and Renewable Energy.

LCAPL is strengthening its Merchant Banking team and the Equity Capital Market (ECM) segment set up in the FY 2012-13 and which has been able to successfully handle an Open Ofer assignment, a underwritng assignment for a Company which got it''s shares listed on NSE SME platorm apart from a few other valuaton assignments.

Ladderup Wealth Management Private Limited, the other subsidiary of your Company is engaged in the wealth management solutons for HNIs, SMEs and Corporates. This year the Company has overcome the loss of the previous year and has ended the year at a proft. The Company is hopeful for a better performance in the FY 2013-14 and it has chalked out extensive growth plans by increasing its product basket and additon of clients.

3. DIVIDEND :

Your Directors have recommended a dividend of Rs. 0.50 paise (5%) per Equity Share of the face value of Rs. 10 each for the fnancial year 31st March, 2013 amountng to Rs. 75,18 Lacs (Including Dividend Distributon Tax). The Dividend will be paid to members whose names appear in the register of Members as on 20th September, 2013 in respect of shares held in dematerialized form and will be paid to members whose names are furnished by Depositories.

4. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY (NBFC):

The Company has been registered as an Non-Banking Financial Insttuton on 24th February, 1998. In terms of the provisions of Non-Banking Financial (Non-Deposit Acceptng or Holding) Companies Prudental Norms (Reserve Bank) Directons, 2007, your Company is categorized as an Non-Deposit Taking Non-Banking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Secton 58A of the Companies Act, 1956.

5. DIRECTORS:

Mr. K. Raghuraman, Director of the Company retres by rotaton at the forthcoming Annual General Meetng of the Company and being eligible ofers himself re-appointment. The Board recomment his re-appointment at the Annual General Meetng.

Mr. K. M. Tulsian, Director of the Company retres by rotaton at the forthcoming Annual General Meetng of the Company. However K. M. Tulsian does not wish to ofer himself for re-appointment.

The Board of Directors of the Company has co-opted Mr. Alasdair Nisbet and Mr. Harsha Saksena as Additonal Directors on the Board of the Company u/s. 260 of the Companies Act, 1956 w.e.f. 11th June, 2013 and 14th August, 2013 respectvely. Mr. Alasdair Nisbet and Mr. Harsha Saksena shall hold ofce upto the date of the forthcoming annual general meetng. The Company has received notces u/s. 257 of the Companies Act, 1956 from members proposing their candidature for the ofce of Director at the forthcoming Annual General Meetng of the Company. The Board recommends their appointment at the forthcoming Annual General Meeteing.

Mr. Dhaval Desai, Director relinquished his directorship upon his non-willingness to be re-appointed by rotaton at the Annual General Meetng of the Company held on 29th September, 2012

Mr. Parimal Sheth, Whole Time Director tendered his resignaton w.e.f. 31st October, 2012. The Board accepted the same at the meetng of the Board of Director''s held on 3rd November, 2012.

Board acknowledges the guidance rendered by Mr. K. M. Tulsian, Mr. Dhaval Desai & Mr. Parimal Sheth to the Company during their tenure.

6. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements under Secton 217(2AA) of the Companies Act, 1956 the Board of Directors confrm:

a) that in the preparation of the accounts, the applicable accounting standards have been followed.

b) that the Directors have selected such accountng policies and applied them consistently and made judgements and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at 31st March, 2013 and of the Proft of the Company for the year ended 31st March, 2013.

c) that the Directors have taken proper and sufcient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites.

d) that the Directors have prepared the Annual accounts on a going concern basis.

7. SUBSIDIARIES:

The Company has three subsidiaries i.e. Ladderup Corporate Advisory Private Limited, Ladderup Wealth Management Private Limited and Ladderup Insurance Broking Private Limited. In accordance with the general circular issued by Ministry of Corporate Afairs, the Balance Sheet, Proft & Loss Account and other documents relatng to the Subsidiary Companies are not being atached with the Balance Sheet of the Company. The Company will enable the Members who may be interested in obtaining the Annual Accounts and other documents of the Subsidiary Companies. The same will also be placed and kept open for inspection at the registered office of the Company. The Consolidated fnancial statements presented by the Company include the fnancial results of its Subsidiary Companies.

8. AUDITORS & AUDITORS'' REPORT:

M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of the Company, hold ofce untl the conclusion of ensuing Annual General Meetng and ofer themselves for re-appointment.

A Certfcate from the Auditors has been received to the efect that their re-appointment, if made, would be within the limits prescribed under Secton 224 (1B) of the Companies Act, 1956 and that they do not disqualify for re-appointment within the meaning of that said Act.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

9. CORPORATE GOVERNANCE:

The Company is commited to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

Pursuant to Clause 49 (VII) of the Listng Agreement with the Stock Exchange, a separate report on Management Discussion and Analysis, Corporate Governance Report and requisite Certfcate from M/s. Khurdia Jain & Co, Chartered Accountants, Mumbai, confrming the compliance with conditons of Corporate Governance are enclosed to this Report.

A Certfcate from the Managing Director of the Company in terms of sub-clause (v) of clause 49 of the Listng Agreement, interalia, confrming the correctness of the Financial Statements, adequacy of the internal control measure and reportng of maters to the Audit Commitee is also annexed herewith

10. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT :

Management''s Discussion and Analysis Report for the year under review, as stpulated under clause 49 of the Listng Agreement with the Stock Exchange(s), is presented in a separate secton forming part of this Annual Report.

11. PARTICULARS OF EMPLOYEES:

There are no employees whose partculars are required to be given under Secton 217(2A) of the Companies Act, 1956 read with the Companies (Partculars of Employees) Rules, 1975.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Informaton required to be given under Secton 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Partculars in the Report of the Board of Directors) Rules, 1988 does not apply to your Company. There was no foreign exchange earning or outgoing during the year.

13. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their grateful appreciaton for the excellent assistance and co-operaton received from all our Clients, Financial Insttutons, Bankers, Business Associates and the Government and other regulatory authorites and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the profcient operatons of the Company. Your Directors would like to place on record their grattude to all the employees who have contnued their support during the year.

Date : 14th August, 2013 For and on behalf of the Board

Place : Mumbai

Regd. Ofce : A-204 Rajeshri Accord,

Telly Cross Lane, Of S.N. Road, (Sunil Goyal) (Deepak Ladha)

Andheri (East), Mumbai - 400 069 Managing Director Executve Director


Mar 31, 2012

The Directors are pleased to present the Nineteenth Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2011-12 2010-11 2011-12 2010-11

Consolidated Standalone

Operational and Other Income 1210.32 1415.28 167.46 176.72

Profit before Depreciation and Tax 282.59 522.70 146.05 112.36

Less: Depreciation 18.45 18.26 3.81 3.62

Profit before Tax 264.14 504.44 142.23 108.74

Less: Provision for Taxation 108.00 146.76 16.00 12.20

Less/(Add): Deferred Tax (19.14) (13.50) (1.32) 0.44

Less : Taxation of earlier years 4.87 0.71 2.28 0.71

Profit after Tax 170.41 370.47 125.26 95.39



The Consolidated Statements provide the results of Ladderup Finance Limited together with those of its Subsidiaries for the FY 2011-12.

2. FINANCIAL HIGHLIGHTS:

On a Standalone Basis, the income from the investing activity stood at Rs. 167 lacs as compared to Rs. 176 lacs in the previous year. The Profit before Tax is Rs. 142 Lacs as against Rs. 109 Lacs in the previous year. The growth in the profit is basically attributed towards better returns extracted from the investment in the listed and unlisted securities.

On the Consolidated Basis, your Company has recorded total revenue of Rs. 1210.32 Lacs in FY 2011- 12 as compared to Rs. 1415.28 Lacs in FY 2010-11. The Profit after Tax in FY 2011-12 is Rs. 170.41 Lacs as compared to Rs. 370.47 Lacs in FY 2010-11.

Your Company as in the few previous years continues to invest in asset based transactions with good growth prospects. In the year under review, the Company invested in three new ventures viz. Packaging, Information Technology and Financial Services, all having sound business models.

In FY 2011-12, your Company's Subsidiary, i.e. Ladderup Corporate Advisory Private Limited (LCAPL) continued its in-depth coverage and servicing of large and mid-market corporate clients during the year. It was able to build significant relationships with many well known, reputed corporate groups while focusing on deepening relationships with the existing clients through an array of customized and regular product offerings.

LCAPL also advised on a number of significant cross-border and domestic M&A deals and was able to close two transactions in the packaging and real estate space.

The Company is strengthening its Merchant Banking Team and expects that the Equity Capital Market (ECM) vertical to contribute in the mid-long term time frame.

Ladderup Wealth Management Private Limited, the other Subsidiary of your Company is engaged in wealth management solutions for HNIs, SMEs and Corporates. The Company is in its initial years of operation and has chalked out extensive growth plans in the wealth management services by increasing its product basket.

In the year under review, your Company was adjudged as "Best Financial Advisors - IFA - West Zone - India 2012 "by CNBC TV 18 and UTI Mutual Fund.

Looking at good opportunities, your Company had entered into Insurance Business through one its Subsidiary, Ladderup Insurance Broking Private Limited. During the year under review, the Company received the Insurance Broking Licence from Insurance Regulatory and Development Authority (IRDA) for carrying out Life and General Insurance business. This Company hopes for good growth opportunities in the forthcoming financial year.

3. DIVIDEND:

Your Directors have recommended a dividend of Rs. 0.75 (7.5%) per Equity Share for the financial year ended 31st March, 2012 amounting to Rs. 9,639,450/-. The Dividend will be paid to members whose names appear in the Register of Members and to those beneficial owners as per details furnished by the Depositories as on 21st September 2012.

4. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY (NBFC):

The Company has been registered as a Non-Banking Financial Institution on 24th February, 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your Company is categorized as an Non-deposit taking Non-Banking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956.

5. DIRECTORS:

Mr. Manoj Singrodia & Mr. Dhaval Desai, Directors of the Company retire by rotation at the ensuing Annual General Meeting of the Company. Mr. Manoj Singrodia being eligible, offers himself for re-appointment. However, Mr. Dhaval Desai is not willing to offer himself for re-appointment.

Mr. Deepak Ladha was appointed as the Executive Director in the Company w.e.f. 11th August 2011.

Mr. Rajesh Murarka, Whole-time Director resigned from the Board during the year. The Board acknowledges the guidance and expertise rendered by him to the Company during his tenure of Directorship.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms:

a) that in the preparation of the accounts, the applicable accounting standards have been followed.

b) that 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 as at 31st March, 2012 and of the Profit of the Company for the year ended 31st March, 2012.

c) that the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the Annual Accounts on a going concern basis.

7. SUBSIDIARIES:

The Company has three Subsidiaries i.e. Ladderup Corporate Advisory Private Limited, Ladderup Wealth Management Private Limited and Ladderup Insurance Broking Private Limited. In accordance with the general circular issued by Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account and other documents relating to the Subsidiary Companies are not attached with the Balance Sheet of the Company. The Company will enable the Members who may be interested in obtaining the Annual Accounts and other documents of the Subsidiary Companies. The same will also be placed and kept open for inspection at the registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies. A statement containing details as required under Section 212 of the Companies Act, 1956 is annexed with this Annual Report.

8. AUDITORS & AUDITORS' REPORT:

M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment.

A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they do not disqualify for re-appointment within the meaning of that said Act.

The Notes on Accounts referred to in the Auditors' Report are self explanatory and do not call for any further comments.

9. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and a requisite Certificate from the Auditors of the Company confirming compliance with conditions of Corporate Governance are enclosed to this report.

A Certificate from the CEO of the Company in terms of sub-clause (v) of Clause 49 of the Listing Agreement, interalia, confirming the correctness of the Financial Statement, adequacy of the internal control measure and reporting of matters to the Audit Committee is also annexed herewith.

10. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT (MDA) :

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of this Annual Report.

11. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required to be given under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 does not apply to your Company. There was no foreign exchange earnings or outgoings during the year.

13. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates, the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

For and on behalf of the Board of Directors

Date : 4th August, 2012

Place : Mumbai

Regd. office : A-204 Rajeshri Accord, Sunil Goyal Parimal Sheth

Telly Cross Lane, Off S.N. Road, Managing Director Whole-time Director & CEO

Andheri (East), Mumbai - 400 069


Mar 31, 2011

The Members,

The Directors are pleased to present the 18th Annual Report and Audited Accounts for the financial year ended 31st March, 2011.

1. FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2010-11 2009-10 2010-11 2009-10 Consolidated Standalone

Operational and Other Income 1383.25 598.73 144.70 159.38

Profit before Depreciation and Tax 522.70 178.41 112.36 108.82

Less: Depreciation 18.26 16.61 3.62 3.39

Profit before Tax 504.44 161.80 108.74 105.43

Less: Provision for Taxation 146.76 41.00 12.20 18.00

Less/(Add): Deferred Tax (13.50) (1.36) 0.44 (0.15)

Less/(Add): Tax of earlier years 0.71 - 0.71 -

Profit after Tax 370.46 122.16 95.39 87.58

2. FINANCIAL HIGHLIGHTS:

On a Standalone basis your Company has earned a revenue of Rs. 144.70 Lacs in FY 2010-11 as compared to the revenue of Rs. 159.38 Lacs in FY 2009-10. However the Profit after Tax of your Company is Rs. 95.39 Lacs in FY 2010-11 compared to Rs. 87.58 in FY 2009-10 recording a growth of 8.91%. The growth in the profit is basically attributed towards better returns from the investments in listed and unlisted securities.

On the Consolidated basis your Company has recorded total revenue of Rs. 1383.25 Lacs in FY 2010- 11 as compared to Rs. 598.73 Lacs in FY 2009-10. The Profit after Tax in FY 2010-11 is Rs. 370.46 Lacs as compared to Rs. 122.16 Lacs in FY 2009-10.

Ladderup Corporate Advisory Private Limited (LCAPL) a Wholly Owned Subsidiary of LFL, LCAPL is in the business of providing financial and corporate advisory services to corporate clients. LCAPL has delivered improved performance by way of increased revenues, enhanced profits, greater visibility in the market, spreading geographical presence and diversifying product range with improvements across all key verticals as compared to the last fiscal. To continue the momentum and expanding the business horizon, LCAPL is focusing on improving resource utlization, upgrading support processes and enhance solution delivery and operational excellence to customers

Ladderup Wealth Management Private Limited (LWMPL) another subsidiary of LFL is engaged in providing wealth management solutions to its clients. Its Asset Under Management (AUM) has increased to large extent in the FY 2010-11. It has been innovating with new wealth management concepts and increasing the product profile thus giving best in class services to its clients.

Ladderup Insurance Broking Private Limited (LIBPL) a new subsidiary of LFL, has applied for a Insurance Broking License to Insurance Regulatory Develoment Authority (IRDA) and will offer Life and General Insurance solutions to HNIs and Corporates as soon as the license is granted.

3. DIVIDEND:

Your Directors have recommended a dividend of Rs. 1 per Equity Share for the financial year 31st March, 2011 amounting to Rs. 78.53 Lacs. The dividend will be paid to members whose names appear in the Register of Members as on 16th September, 2011 in respect of shares held in dematerialized form and will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

4. NON-DEPOSIT TALKING NON-BANKING FINANCIAL COMPANY (NBFC):

The Company has been registered as a Non-Banking Financial Institution since 1998. In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your Company is categorized as an Non-deposit taking Non- Banking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956.

5. DIRECTORS:

Mr. K.V.S. Shyam Sunder & Mr. T.B. Subramaniam, Directors of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Mr. Burzin Somandy, Director had tendered his resignation w.e.f. 27th July, 2010 and the same was accepted by the Board of Directors.

Mr. K. Raghuraman & Mr. Deepak Ladha have been appointed as Additional Directors w.e.f. 25th October, 2010 & 11th August, 2011 respectively. In terms of Section 257 of the Companies Act, 1956 the Company has received notices in writing along with a deposit of Rs. 500 from Members signifying their intention to propose their appointment as Directors.

6. GROUP:

Pursuant to intimation from the Promoters, the names of the Promoters and Entities comprising the "Group" are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulation, 1997.

7. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements under SectIon 217(2AA) of the Companies Act, 1956 the Board of Directors confIrms:

a) that in the preparation of the accounts, the applicable Accounting Standards have been followed.

b) that 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 as at 31st March, 2011 and of the Profit of the Company for the year ended 31st March, 2011.

c) that the Directors have taken proper and suffcient care for the maintenances of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the Annual Accounts on a going concern basis.

8. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out By SEBI.

Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock Exchange, a separate report on Management Discussion and Analysis, Corporate Governance Report, a requisite Certificate from M/s. HS Associates, Company Secretaries, Mumbai, confirming the compliance with the conditions of Corporate Governance are enclosed to this Report.

9. SUBSIDIARIES :

The Company has three Subsidiaries i.e. Ladderup Corporate Advisory Private Limited, Ladderup Wealth Management Private Limited and Ladderup Insurance Broking Private Limited. The Ministry of Corporate Affairs (MCA) issued a general circular for not attaching the Balance Sheet of the Subsidiary Companies subject to certain conditions being fulfilled by the Company. As required under the circular, the Board of Directors has, at its meeting held on 26th May, 2011 passed a resolution for not attaching the Balance Sheet of the Subsidiary Companies. The Company will enable the members who may be interested in obtaining the Annual Accounts and other documents of the Subsidiary Companies on receipt of a written request from them. The same will also be placed and kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies. A statement containing details as required under Section 212 of the Companies Act, 1956 is enclosed to this Report.

10. AUDITORS & auditors REPORT:

M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of forthcoming Annual General Meeting and offer themselves for re-appointment.

A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956 and that they do not disqualify for re-appointment within the meaning of that said Act.

The Notes to Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

11. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required to be given under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 does not apply to your Company. There was no foreign exchange earnings or outgoings during the year.

13. ACKNOWLEDGEMENT:

The Board would like to thank all its stakeholders for their support and the confidence & faith that they have always reposed into the Company.

Your Directors appreciate and acknowledge the professionalism and contribution made by the employees during the year.

For and on behalf of the Board

Sunil goyal Parimal Sheth Managing Director Executive Director & CEO

Date : 11th August, 2011

Place : Mumbai

Regd. office : A-204 Rajeshri Accord, Telly Cross Lane, of S.N. Road, Andheri (East), Mumbai - 400 069


Mar 31, 2010

The Directors of your Company are pleased to present your Companys 17th Annual Report together with the Audited Statements of Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS: Amount (INR Lacs)

2009-10 2008-09 2009-10 2008-09

Consolidated Standalone

Operational and other Income 598.74 765.78 159.37 224.77

Profit before depreciation and Tax 178.41 280.24 108.81 69.34

Less: Depreciation 16.61 15.55 3.39 4.62

Profit before Tax 161.80 264.69 105.42 64.72

Less: Provision for Taxation 41.00 95.00 18.00 4.50

Less: Provision for Fringe Benefits Tax - 2.78 - 0.40

Less/(Add): Deferred Tax for the year (1.36) (0.10) (0.15) (0.30)

Profit after Tax 122.16 167.01 87.57 60.12

2. FINANCIAL HIGHLIGHTS:

On the standalone basis your Company has earned the revenue of Rs.159.37 Lacs in FY 2009-10 as compared to the revenue of Rs. 224.77 Lacs in FY 2008-09. However the profit after tax of your Company is Rs. 87.57 Lacs in FY 2009-10 as compared to Rs. 60.12 Lacs in FY 2008-09 recording a growth of 45.6%. The growth in the profit is basically attributed towards better returns extracted from the investment in the listed and unlisted securities.

On the consolidated basis your Company has recorded total revenue of Rs. 598.74 Lacs in FY 2009-10 as compared to Rs. 765.78 Lacs in FY 2008-09. The profit after tax in FY 2009-10 is Rs. 122.16 Lacs as compared to Rs. 167.16 Lacs in FY 2008-09.

In FY 2009-10 your Companys subsidiary Company Ladderup Corporate Advisory Private Limited (LCAPL) which is engaged in the fee based services has successfully completed various big ticket loan syndication, private equity and corporate advisory transactions.

Further Ladderup Corporate Advisory Private Limited has received Merchant Banking Registration from Securities and Exchange Board of India (SEBI) and shall now be able to serve clients in the services related to capital market transactions like QIP, Open Offers, Buy Back offers, IPO, FPO, Right Issues, valuations, etc. which will further establish its presence in equity capital market segment.

Ladderup Wealth Management Private Limited, the other subsidiary of your Company is engaged in the wealth management solutions for HNIs, SMEs and Corporates. The Company is in its initial years of operation and has chalked out extensive growth plans in the wealth management services by increasing its product basket.

Being underlying enough growth opportunities your Company is desirous to enter into Insurance Broking Sector. In order to foray its arms in this Sector, your Company had acquired one more Company i.e., Ladderup Insurance Broking Private Limited as its subsidiary Company. The said Company is in the Business of General and Life Insurance Broking both - for and on behalf of clients. This new Company hopes good growth opportunities in the forthcoming financial year.

3. DIVIDEND:

Since the Company will be required to plough back the profits in order to fund the future growth plans, the Board does not recommend any dividend for the year under review.

4. FIXED DEPOSITS:

The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956.

5. LISTING:

The shares of the Company are listed on “Bombay Stock Exchange Limited” being the Regional Stock Exchange at Mumbai. The Company has paid listing fees to the Stock Exchange, Mumbai upto the financial year 2010-2011. The Company has already requested the Ahmedabad and Jaipur Stock Exchanges for de-listing of its shares. However, no intimation has been received so far.

6. DIRECTORS:

Shri Manoj Singrodia and Shri K. M. Tulsian, Directors of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

Shri Burzin Somandy, Director has tendered his resignation on 27th July, 2010. The Board accepted the same in its Meeting held on 14th August, 2010. Board placed acknowledgment for the guidance and expertise rendered by him to the Company during his tenure of Directorship.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 the Board of Directors confirms:

(a) that in the preparation of the accounts, the applicable accounting standards have been followed.

(b) that 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 as at 31st March, 2010 and of the Profit of the Company for the year ended 31st March, 2010.

c) that the Directors have taken proper and sufficient care for the maintenances 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.

d) that the Directors have prepared the annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE:

Pursuant to clause 49 (VII) of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance forms part of the Directors Report in the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from M/s. HS Associates, Company Secretaries, Mumbai, regarding compliance with conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is attached to this report.

The Company is complying with Clause 49 of the Listing Agreement with regard to Corporate Governance and reports to that effect are being regularly filed with Stock Exchange. The Company has obtained declaration from the Directors and Senior Management Personnel of the Company for compliance of Code of Conduct and Certificate from CEO/CFO on the financial results for the year ended 31st March, 2010.

9. SUBSIDIARIES :

The Company has two subsidiaries i.e. Ladderup Corporate Advisory Private Limited and Ladderup Wealth Mangement Private Limited. A statement containing details as required under Section 212 of the Companies Act, 1956 is enclosed herewith. Post Balance-Sheet date, the Company has also invested into a new Company carrying on the business of Insurance Broking i.e. Ladderup Insurance Broking Private Limited thereby making it its subsidiary.

10. COMMITTEES:

The Company has already constituted the Audit Committee, Shareholders Committee, Investment Committee, and Remuneration Committee. Committee of the Board for Issue of Warrants on Preferential basis was dissolved since the purpose for which the Committee was formed is completed.

11. AUDITORS:

M/s. Khurdia Jain & Co., Chartered Accountants, Mumbai who are Statutory Auditors of the Company, continue to hold office until the conclusion of 17th Annual General Meeting and offer themselves for re-appointment.

A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

12. INSIDER TRADING:

The Company has implemented a policy prohibiting Insider Trading in conformity with applicable regulations of the Securities Exchange Board of India ("SEBI"), which has been laid down for employees, connected persons and persons deemed to be connected for trading in the securities of the Company.

13. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis has been attached and forms an integral part of this report.

14. PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required to be given under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 does not apply to your Company. There was no foreign exchange earning or outgo during the year.

16. ACKNOWLEDGEMENT:

The Board wishes to acknowledge and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operations of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

Date : 14th August, 2010 For and on behalf of the Board

Place : Mumbai

Regd.office : A-204 Rajeshri Accord, (Sunil Goyal) (Parimal Sheth)

Telly Cross Lane, Off S. N. Road, Managing Director Executive Director & CEO Andheri (East), Mumbai-400 069

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