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Directors Report of S P Capital Financing Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 32nd Annual Report and the company's audited financial statement for the financial year ended March 31,2015.

FINANCIAL RESULTS:

The standalone financial results of your Company for the financial year ended March 31, 2015 are summarized below:

(Amount in Rs.)

Particulars Year ended March 31,2014

March 31, Year ended 2015

Net Sales / Gross Income 3,28,02,970 2,62,03,897

Profit before extraordinary 14,22,591 20,38,656 items and tax

Extraordinary items - -

Profit before tax 11,65,661 20,38,656

Provision for Taxation (including 3,41,862 8,26,907 deferred Tax)

Net Profit After Tax 8,23,799 12,11,749

Profit brought forward from 5,07,092 22,02,138 Previous Year

Appropriation - Transferred 2,00,000 5,00,000 to Reserve Fund

Transferred to General Reserve 1,00,000 10,00,000

Proposed Dividend 6,01,220 12,02,440

Tax on Proposed Dividend 1,23,098 2,04,355

Surplus carried to Balance Sheet 3,06,573 5,07,092

Earnings per equity share (EPS) Rs. 0.14 0.20

DIVIDEND:

Your directors have recommended a dividend of 0.10 paise per equity share (last year 0.20 paise per equity share) for the financial year ended March 31, 2015, amounting to Rs.0.07 crore (inclusive of tax of Rs.0.01crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on 30th September, 2015, in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depositories Ltd. and Central Depositories Services (India) Ltd. as beneficial owners as on that date.

OPERATIONS:

The operating revenue including other income of the Company for the year under review is Rs. 3,28,02,970/- as against Rs. 2,62,03,897/- in the previous year which in the opinion of the Directors is satisfactory. Your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net profit after tax stood at Rs.8,23,799/- as against Rs. 12,11,749/- in the previous year.

The business has performed well, with productivity gains, growth in volumes and substained margins, notwithstanding rise in input cost. Financing activities continues to be successful despite several economic constraints.

During the year Company has made profit before extraordinary items tax of Rs. 11,65,661/- against Rs. 20,38,656/- in the previous year and in line with recessionary trend in the overall performance of financial industry globally. The results of the Company for the year under review bear a witness to the effort of the Board to sustain in an environment of low performance of financial industry globally. The company has concentrated on its goals of consolidating and cutting costs wherever possible.The Management Discussion and Analysis Report deals with the operations of your Company in detail and forms part of this Annual Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was Rs.601.22 Lacs @ Rs.10 per share. The Company has not issued shares with differential voting rights nor granted stock options or sweat equity.

DEPOSITS:

During the year under review the Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance or Deposits) Rules,2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the current financial year, the Company has not given any Loan, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an internal control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions report to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. It's compliances with operating systems, accounting procedure and policies at all locations of the Company.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013:

As required under section 134 (2) (e) and section 178 (4) of the Companies Act 2013, your Company has constituted following committees and their policies, namely:

* Nomination and Remuneration Committee & Policy

* Reconstitute Stakeholder Relationship Committee

* Insider Trading Policy

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

This information is required as per 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 and forming part of the Directors' Report for the year ended March 31, 2015.Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange earned during the period under consideration was Rs. NIL Foreign exchange expenditure incurred during year amounted to Rs.NIL

DIRECTORS:

The Board of Directors is duly constituted. As per provisions of Companies Act, 2013 for retirement by rotation, all executive directors are now liable to retire by rotation.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS:

Mr. Bhupendra T Shah (DIN: 02479629) and Mr. Baldev B Boolani (DIN: 00856660) were being appointed as an Independent Directors of the Company and all independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. An Independent director shall hold office for a term upto five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board' report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c ) of the Companies Act, 2013, with respect to the Directors' responsibility statement, it is hereby confirmed that:

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

II. The directors have adopted such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

III. 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;

IV The directors have prepared the annual accounts on a going concern basis; and

V The directors, have laid down internal financial controls to be followed by the company and that such internal financials controls are adequate and were operating effectively.

VI. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Mrs. Meena S Jain (DIN: 00004413) has been appointed as director with effect from 25th March 2015 and Mr. Sureshchand P Jain is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment. Mr. Dhannalal Premchand Jain (DIN: 00076679) resigned from the Directorship with effect from 25th March 2015.

MEETING OF BOARD OF DIRECTORS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5(Five) Board meetings and 4(Four) Audit Committee Meeting were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evalution of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governmance etc.

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, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has associate company but does not have any Subsidiary, Joint Venture.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure -B.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.spcapital.in under http:// www.spcapital.in/policies link.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY' OPERATION:

To the best of our knowledge, the Company has not received any such orders from Regulatiors, Courts or Tribunals during the year, which may impact the going concern status or the Company's operations in future.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Report on Corporate Governance and management Discussion and Analysis Reports along with Certificate of the Company Secretary in Practice pursuant to clause 49 of the Listing Agreement with the Stock Exchanges has been included in the report. Your company has been practicing the principle of good Corporate Governance over the year. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

LISTING WITH STOCK EXCHANGES:

Your Company continues to be listed on the Bombay Stock Exchange, where the Company's shares are being traded. The company has paid listing fee for the year 2015-16.

DEMATERIALISATION OF SHARES:

97% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 3% is in physical form.

EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the statutory auditors in their audit report and by the practicing company secretary in the secretarial audit report accepts as under:

AUDITORS:

Statutory Auditors

As per provisions of Section 139(2) of the Companies Act, 2013 and rules thereof, no listed company shall appoint or reappoint an audit firm as auditor for more than two terms of five consecutive years. Every company existing on the commencement of the Act is required to comply with requirements of Section 139(2) within three years from the date of commencement of the Act. The present Statutory Auditors of the Company, M/s. Sanjay Raja Jain & Co, Chartered Accountants, (Firm Registration No. 120132W), retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Company has obtained written certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limit specified in Section 141 of the Companies Act, 2013. The Board has recommended their re-appointment to hold the office till the conclusion of next Annual General meeting, i.e. within the transition period allowed as per the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Martinho Ferrao, Practicing Company Secretary to undertake Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report contains qualification, reservation or adverse remark relating to the appointment of the Company Secretary. The Board clarifies that the Company has made the Advertisement and taken all necessary efforts to appoint the Company Secretary.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company has been duly constituted having three members namely:

i) Mr. Bhupendra T Shah

ii) Mr. Sureshchand P Jain

iii) Mr. Baldev V Boolani

*Sureshchand P Jain is the Chairman of the Audit Committee.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - C.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise wide risk management framework and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been indentified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee.

PARTICULARS OF EMPLOYEES:

Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, there were no cases filed pursuant to the aforesaid Act.

ACKNOWLEDGEMENTS:

The Directors would like to thank all clients, Bankers for the un-stinted support received from them during the year. The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board

Dated: 30/05/2015 Place: Mumbai SURESHCHAND P JAIN Chairman DIN: 00004402


Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report of the Company along with the audited statements of accounts for the year ended March 31, 2012.

Financial Results

The standalone financial results of your Company for the financial year ended March, 31, 2012 are summarized below :

(Amount in Rupees)

Particulars Year ended Year ended March 31, 2012 March 31, 2011

Net Sales / Gross Income 3,36,22,318 5,63.10,390

Profit Before Tax 23,51,257 24,57,095

Provision for Taxation (including deferred Tax) 7,03,686 6,64,535

Net Profit After Tax 16,47,571 17,92,560

Profit brought forward from Previous Year 73,06,412 79,11,359

Appropriation - Transferred to Reserve Fund 5,00,000 5,00,000

Transferred to General Reserve 5,00,000 5,00,000

Proposed Dividend 12,02,440 12,02,440

Tax on Proposed Dividend 1,95,066 1,95,066

Surplus carried to Balance Sheet 65,56,477 73,06,412

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2012 @ 0.20 (2%) per equity share of Rs.10/- each considering overall profitability and growth of the Company.

TURNOVER & OPERATIONS

The turnover of the Company for the year under review is Rs.336.22 lacs as against Rs.563.10 lacs in the previous year which in the opinion of the Directors are not satisfactory. Your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net profit after tax stood at Rs.16.48 lacs as against Rs.17.93 lacs in the previous year.

PERFORMANCE OF THE COMPANY

During the year Company's performance deteriorated due to bad market conditions and recessionary trend in the overall performance of financial industry globally. The results of the Company for the year under review bear a witness to the effort of the Board to sustain in an environment of bad performance of financial industry globally. The company has concentrated on its goals of consolidating and cutting cost wherever possible.

The Management Discussion and Analysis Report deals with the operations of your Company in detail and forms part of this Annual Report.

FIXED DEPOSITS

Your Company does not accept or hold any deposits and as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet. The Company has not accepted any deposit from the public during the year under review, to which the provisions of Section 58A of the Companies Act, 1956 and the rules made there under would apply.

DIRECTORS

Shri S.P.Jain and Shri Bhupendra T Shah, Directors of the Company retire at the ensuing Annual General meeting and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:

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

ii) they have, in the selection of the accounting policies, consulted the statutory auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made 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 on that date;

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

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

CASH FLOW STATEMENT

Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith

SUBSIDIARIES

The company does not have any subsidiary company.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits, specified under section 217 (2A) of the Companies Act, 1956, whether employed for the whole year or part thereof.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Govermance are made a part of the Annual Reports.

Your Company being a professionally run company, has always believed in transparency and accountability. Your Company is fully compliant with the revised Clause 49 of the Listing Agreement. A report on Corporate Governance is attached to this report.

AUDITORS AND THEIR OBSERVATIONS

The present Auditors of the Company, M/s. SANJAY RAJA JAIN & CO, Chartered Accountants, Mumbai, retire as auditors of the Company at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. Members are required to reappoint Auditors and fix their remuneration.

As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained written certificate from the above Auditors proposed to be reappointed to the effect that their reappointment, if made, would be in conformity with the limits specified in the said section.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information is required as per 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 and forming part of the Directors' Report for the year ended March 31, 2012.Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE

Foreign exchange earned during the period under consideration was Rs. NIL Foreign exchange expenditure incurred during year amounted to Rs.NIL

LISTING ARRANGEMENT

Your Company continues to be listed on the Stock Exchange. Mumbai where the Company's shares are being traded. The company has paid listing fee for the year 2012-13.

THE FINANCIAL AND OPERATIONAL PERFORMANCE

The financial statement is in confirmation with provisions of the Companies Act,1956 and applicable accounting standard recommended by the Institute of Chartered Accountants of India. The financial statement reflects the genuine desire for the transparency and best judgment for the estimates made on prudent and reasonable bases to correctly reflect the true and fair affairs of the company.

SEGMENT WISE PERFORMANCE

Presently, company is dealing in single segment activity.

FUTURE PROSPECT / BUSINESS PLANS OF THE COMPANY

The opportunities ahead are immense and Company is fully geared to make the most of them. The company has concentrated on its goals of consolidating and cutting cost wherever possible. Various organization development initiatives were undertaken during the year. These are expected to help create a robust organization based on strong values, uniform and systematic business processes and people empowerment.

ACKNOWLEDGEMENTS

The Directors would like to thank all clients, Bankers for the un-stinted support received from them during the year. The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board

Dated: May 30, 2012

Place : Mumbai S. P. Jain

Chairman


Mar 31, 2010

The Board of Directors of your Company have pleasure in presenting the 18th Annual Report of the Company alongwith the Audited statement of accounts and the Auditors Report for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

Financial Results of the Company for the year under review are summarized as under :

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

Gross Income 773.74 91.21

Profit before Interest, Depreciation & Tax 475.36 54.09

Less / (Add) : Prior Period Items expenses / (income) (0.76) (0.78)

Less : Interest 349.13 0.07

Less : Provision / Reversal of Depreciation (2.78) 1.54

Less : Provisions of net of MAT credit (Taxes) (13.70) 3.55

Net Profit after Tax 143.47 49.71

Less : Special Reserve (U/s 45-1C, RBI Act, 1934) 28.69 9.94

Profit Brought Forward 497.75 457.98

Balance carried forward to Balance Sheet 612.53 497.75

RESULTS & PERFORMANCE OF THE COMPANY

The results of your Company have improved as compared to previous years results. The Company proposes to make all its efforts to sustain the trend of growth at a good pace in the coming years.

Total revenues for the year ended March, 31, 2010 amounted to Rs. 773.74 Lacs as compared to Rs. 91.21 Lacs in the previous year.

Profit before interest, depreciation and taxes for the financial year 2010, amounted to Rs. 475.36 Lacs. The Profit after Tax for the financial year is 143.47 Lacs as against Rs. 49.71 Lacs in the previous financial year, however, for the financial year ended 31st March, 2010, the surplus carried to the Balance Sheet amounted to Rs. 612.53 Lacs as against the surplus of Rs. 497.75 Lacs in the last financial year ended 31st March, 2009. The higher revenue and profit is largely attributable to income from trading of shares and securities.

RBI GUIDELINES

The Company is registered with Reserve Bank of India as a NBFC and is holding Certificate of Registration issued by Reserve Bank of India under Section 45 I A of the RBI Act, 1934. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

INVESTMENTS

Total investments of the Company is Rs. 34.43 crores, which includes investments in Group / subsidiaries of Rs. 34.41 crores.

The market value of investment in quoted shares as on 31.03.2010 is Rs. 65.98 Crores and cost of investment in unquoted shares as on 31.03.2010 is Rs. 20.73 Lacs.

DIVIDEND

In order to conserve the resources, your Directors have decided not to recommend any dividend on the Equity Shares of the Company for the current financial year.

SHARE CAPITAL

During the year 2009-10 the Company after taking approval of the shareholders in the General meeting held on 18th May 2009, issued 1755000 warrants on 28th May 2009, to two body corporates, other than Promoters. The said warrants were issued with a right to subscribe equal number of equity shares of Rs. 10/- each on conversion within a period of 18 months from the date of allotment of these warrants.

The Company has converted the aforesaid warrants and issued 1755000 equity shares of the Company on 10th May 2010.

The Company after obtaining the approval of the members issued 2000000 convertible warrants on 21st May 2010 to one of the Promoters and to two other members other than promoters. The said warrants were issued @ Rs. 23.54 per warrant with a right to subscribe equal number of equity shares of Rs. 10/- each on conversion within a period of 18 months from the date of allotment of these warrants.

ISSUE OF NCDs

Your Company had issued 3500000 secured non convertible debentures of Rs. 100/- each aggregating to Rs. 35 Crores, through private placement. The said NCDs were redeemed within the time period.

FIXED DEPOSITS

Your Company has neither accepted any Public Deposits during the year nor the Company has any plan to accept any fixed deposits from the public.

SUBSIDIARY COMPANIES

During the Financial Year ended March 31, 2010, the Company incorporated its two wholly owned subsidiaries Moon Orchid Housing Private Limited and Meadow Real Estate Private Limited on December 1, 2009.

Both the Companies will be engaged in the real estate business.

These subsidiary companies are non-material unlisted subsidiaries of the Company.

In the group company namely Almondz Global Securities Limited (AGSL), your Company Almondz Capital & Management Services Ltd. (ACMS) held 49.97% of voting rights, Almondz Insurance Brokers Pvt. Ltd. (AIBPL) held 0.13% voting rights and rest voting rights of 49.90% was with others as on 31st March 2010. As per Section 42(3) of the Companies Act, 1956, AIBPL being subsidiary of AGSL did not have right to vote on those shares, accordingly total voting rights in AGSL reduced by 0.13% resulting into increase in voting power of ACMS to 50.03% in AGSL and thus AGSL became a subsidiary of ACMS in terms of provisions of Section 4 of the Companies Act,1956.

Accordingly as per the provisions of Section 4 (1) (c) of the Companies Act, 1956 all the 5 subsidiaries of AGSL also became subsidiaries of ACMS as on 31st March 2010.

However, Almondz Insurance Brokers Pvt. Ltd. (AIBPL) has sold some of its shares on 10-06-2010 resulting its holding in AGSL reduced to 0.05% and accordingly total voting rights in AGSL reduced by 0.05%. Out of total voting rights, ACMS has only 49.99% voting rights in AGSL and accordingly AGSL and all its subsidiaries ceased to be subsidiaries of ACMS w.e.f.10-06-2010.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report. In view of this and in accordance with the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies, have not been attached to the Balance Sheet of your Company. The financial information relating to all the Subsidiary Companies, in the aggregate, has been disclosed in the consolidated financial statements, as required by the Central Government as part of its approval. The consolidated financial statement attached to this Annual Report is prepared in compliance with Accounting Standard and Listing Agreement prescribed by SEBI.

Further,

- The details of accounts of all the Subsidiary Companies have been posted by your Company on its website – www. almondzcapital.com

- The annual accounts of the Subsidiary Companies and related detailed information will be made available to the members upon request.

- Annual accounts of the Subsidiary Companies will be available for inspection by the members, at the head offices of the Company and the Subsidiary Companies concerned.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, covering matters listed in Clause 49 of the Listing Agreement for the year under review, is given as a separate statement elsewhere in the Annual Report.

DIRECTORS

Mr. Harjit Singh Sudershan Sethi was appointed as an Additional Director by the Board with effect from May 29, 2010. In accordance with Section 260 of the Companies Act, 1956, he will hold office only up to the date of the ensuing Annual General Meeting. Being eligible, he offers himself for re-appointment.

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company Mr. Sanjay Grover retires at the 18th Annual General Meeting and being eligible offers himself for reappointment.

A brief resume of the Directors being appointed / re-appointed, nature of their expertise in the specific functional areas is mentioned in the Corporate Governance section. Other details of Directors and names of companies in which they hold the Directorship and / or Membership / Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is given in the Statement of Corporate Governance elsewhere in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed :

(a) that in preparation of the Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed alongwith the proper explanation relating to the material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS AND AUDITORS REPORT

M/s H. V. & Associates, Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting are recommended to be re- appointed as Auditors of the Company. A letter from them confirming that, if they are re-appointed as the Statutory auditors of the Company, such appointment will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956, and they are not disqualified in terms of Section 226 of the Companies Act, 1956, from being appointed as the Statutory Auditors of the Company, has been received.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

STATUTORY STATEMENT

The statements, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to your Company.

Your Company has not paid any remuneration to any of the employees of the Company attracting the provisions of Companies (Particulars of Employees) Rules, 1975, read with Section 217 (2A) of the Companies, Act, 1956, as amended to date. Hence, no information is required to be appended to the Repot in this regard.

Your Company has not accepted any Fixed Deposits during the year under review.

The Equity shares of the Company are listed at Delhi Stock Exchange Ltd., and Bombay Stock Exchange Ltd. and the Annual Listing fees have been paid to each of these Stock Exchanges.

CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

The Report on Corporate Governance forms part of the Directors Report, and is annexed herewith.

As required by the Listing Agreement, Auditors Report on Corporate Governance and a declaration by the Managing Director with regard to Code of Conduct are attached to the said Report. The Management Discussion & Analysis is given as a separate statement forming part of the Annual Report.

Further, as required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2010, was submitted to the Board of Directors at their meeting held on August 13, 2010. The certificate is attached to the Report on Corporate Governance.

GROUP

The following persons constitute the Group pursuant to Regulation 3 (1) (e) of SEBI (substantial aquisition of shares and takeovers) Regulations, 1997 :

Mr. Navjeet Singh Sobti

Ms. Gurpreet N S Sobti

Innovative Money Matters Pvt. Ltd.

Almondz Global Securities Ltd.

or any other Company, firm or trust promoted or controlled by the above.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation received from the Banks and Financial Institutions, for the continued enthusiasm, total commitment, dedication and efforts of the employees of the Company. We are also deeply grateful for the continued confidence and faith reposed on us by the Shareholders.

For and on behalf of the Board of Directors

Ramesh Peer G. P. Agrawal

Managing Director Director

New Delhi

13th August, 2010

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