Directors Report of Vertex Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 22nd Annual Report of the Company along with Audited Financial Statements, for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31st March, 31st March, 2015 2014

Total Income 504.57 498.61

Total Expenditure 530.49 597.81

Profit / (Loss) from Operations (25.92) (99.20)

before Other Income, Finance Cost & Exceptional Items

Profit / (Loss) from Ordinary (25.92) (99.20)

Activities before Finance Cost &

Exceptional Items

Profit / (Loss) from Ordinary (46.71) (111.26)

Activities after Finance Cost but before Exceptional Items

Exceptional Items Profit / (Loss) 18.99 12.20

Profit / (Loss) from Ordinary (27.72) (99.06)

Activities before Tax

Total Tax 0.09 0.00

Net Profit / (Loss) from (27.81) (99.06)

Ordinary Activities After Tax

Net Profit / (Loss) For the (27.81) (99.06) period

PERFORMANCE REVIEW:

During the year ended 31st March, 2015, your Company earned consolidated revenue of Rs. 596.49 Lacs as compared to Rs. 583.50 Lacs in the previous year. The consolidated operations have recorded a loss of Rs. 33.33 Lacs as compared to a loss of Rs. 152.91 Lacs in the previous year. The net loss suffered is being carried over to the Balance Sheet.

Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out separately with the Directors' Report.

DIVIDEND:

Due to inadequacy of profits your Directors regret their inability to recommend any Dividend for the year.

CONSOLIDATED ACCOUNTS:

The Consolidated Statement of Profit and Loss for the year ended 31st March, 2015 and the Balance Sheet as on that date as required under Listing Agreement is also enclosed herewith.

During the year, the Issued, Subscribed and Paid Up Equity Share Capital of the Company has increased due to conversion of 5,206,454 0.5% Fully Convertible Preference shares of Rs. 10/- each into 26,032,270 Equity Shares of Rs. 2/- each. There is no change in the Total Authorised and Paid Up Equity Share Capital of the Company.

OPERATIONS OF SuBSIDIARY:

Vertex Commodities and Finpro Private Limited:

During the year ended 31st March, 2015 the subsidiary company Vertex Commodities And Finpro Private Limited had total

SHARE CAPITAL STRuCTuRE:

Year ended Year ended Particulars 31st March, 31st March, 2015 2014 SHARE CAPITAL:

73,753,805 (P.Y 73,753,805) 147,507,610 14,75,07,610 Equity Shares of Rs. 2/- each

5,981,739 (P.Y 5,981,739) 0.5% 59,817,390 5,98,17,390 Preference shares of Rs. 10/- each

5,00,000 (P.Y 5,00,000) 15% 50,000,000 5,00,00,000 Non-Cumulative Redeemable Preference shares of Rs. 100/- each

TOTAL 257,325,000 257,325,000

ISSuED, SuBSCRIBED AND PAID uP CAPITAL:

73,753,750 (P.Y 47,721,480) 147,507,500 95,442,960 Equity Shares of Rs. 2/- each

Nil (P.Y 5,206,454) 0.5% Fully — 52,064,540 Convertible Preference shares of Rs. 10/- each fully paid up

27,758 (P.Y 27,758) 15% Non 2,775,800 2,775,800 Cumulative Redeemable Preference Shares of Rs. 100/- each

TOTAL 150,283,300 150,283,300

revenue of Rs. 9,191,485 and loss of Rs. 552,521 as against the total revenue of Rs. 1,33,89,365 and loss of Rs. 53,86,350 respectively in the previous year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

LISTING ON STOCK EXCHANGE

The Company's Equity Shares continue to be listed on The BSE Ltd.

DIRECTORS AND KMP:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. U. Ramachandran, Director of the Company (DIN: 00493707), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board has recommended his re-appointment.

Mrs. Latha Anand was appointed as an Additional Independent Woman Director of the Company pursuant to Section 161 of the Companies Act, 2013 by the Board of Directors on 12th May, 2015. In accordance with the provisions of Section 149 of the Companies Act, 2014 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the approval of Members is being sought at the ensuing Annual General Meeting of the Company for the appointment of Mrs. Latha Anand as Independent Director who shall hold office for a term up to five consecutive years on the Board of the company and will not be liable to retire by rotation.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Directors proposed for appointment/re-appointment has been given in the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 203 of the Companies Act, 2013, Ms. Aswathi C Madhavadas, an Associate Member of the Institute of Company Secretaries of India, was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 12th May, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2014- 15, as required under Clause 49 of the Listing Agreement,forms part of the Annual Report and is attached separately as Annexure A.

REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance as per the requirement of the Listing Agreement forms an integral part of this Annual Report. The Report on Corporate Governance is provided as Annexure B

AUDITORS' REPORT

Referring to observations a) and b) given under "Basis for Qualified Opinion" in the Independent Auditors Report, it is clarified that:

(a) as stated in notes forming part of accounts the management has evaluated long term investments and confirm that there exist no circumstances which warrant any provision in the accounts for a possible diminution in the value.

(b) as the company has initiated legal actions for the recovery of the dues, it will not be prudent to make any provisions as the cases are in various stages in different Courts.

SECRETARIAL AUDIT

A Report on Secretarial Audit is appended to this report as Annexure C

Referring to the qualifications by the Secretarial auditors, it is clarified that:

i. The Company has not yet found a suitable person for the post of Chief Financial Officer (CFO). However, the appointment of CFO is under process as the requirement is mandated by the Companies Act, 2013.

ii. The change in shareholding of the Promoters and Top Ten Shareholders, which is to be intimated to the Registrar of Companies in the prescribed form pursuant to Section 93 of the Companies Act, 2013, is delayed as there were some discrepancies in the Distinctive Numbers of the Shares provided by the Registrar and Transfer Agents and the Stock Exchange. The matter is clarified and the prescribed return have since been filed.

EXTRACT OF ANNuAL RETURN

An extract of Annual return in Form MGT-9 is appended to this report as Annexure D

BOARD COMMITTEES:

The Board of Directors of the Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement, such as Audit Committee, Remuneration and Compensation Committee, Share Transfer and Stakeholders' Relationship Committee.

During the year under review, in compliance with the above said provisions, the Board has re-constituted Remuneration and Compensation Committee into Nomination, Remuneration and Compensation Committee. The Committee acts as a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and as Compensation Committee under Regulation 5 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Share Purchase Scheme) Guidelines, 1999.

All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report, which forms a part of the Annual Report.

MEETINGS

The details regarding the meeting of the Board of Directors, Committees of the Board and meeting of Independent Directors are provided in the Report on Corporate Governance, which forms part of the Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the policy is attached to the Board's Report as Annexure E

VIGILANCE MECHANISM AND WHISTLE BLOWER POLICY

The Company has a Vigilance Mechanism and Whistle Blower Policy to deal with instances of fraud and mismanagement. The policy is uploaded in the website of the Company.

RISK MANAGEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has in place a Risk Management Policy, to identify and evaluate business risk and opportunities. The policy has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company Level.

PERFORMANCE REVIEW OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3) (p), Section 149(8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, annual performance evaluation of the Directors as well as the Committees of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company and the performance evaluation of the Chairman and Non- Independent Directors was carried out by the Independent Directors.

STATEMENT OF DECLARATION ON INDEPENDENT DIRECTORS

The Board of Directors declares that the Independent Directors of the Company are persons:

* who possess relevant expertise and experience to be an independent director in the Company;

* who was/were not a promoter of the company or its holding, subsidiary or associate company;

* who is not related to promoters / directors / persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company;

* who, apart from receiving director sitting fees / remuneration, has/had no pecuniary relationship / transactions with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial;

* none of whose relatives has or had any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

* who, neither himself nor any of his relatives:

a) holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of;

a. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

b. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

c) holds together with my relatives 2% or more of the total voting power of the company; or

d) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

* who is not a material supplier, service provider or customer or a lessor or lessee of the company;

* who is not less than 21 years of age.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re- appointment. Your Directors recommend their appointment.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

Disclosures as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, and disclosure pursuant to the Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 are provided as Annexure F to the Board's Report.

PENALITIES/PUNISHMENTS OR COMPOUNDING OF OFFENCES

There are no significant and material orders passed by the Courts, Tribunal or other Regulators impacting the going concern status and company's operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTEMENTS MADE U/S 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the Notes to Financial Statements of the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions attracting compliance under Section 188 of the Companies Act are placed before the Audit Committee as well as before the Board for approval.

The disclosures on the Related Party Transactions in the Form AOC-2 are provided as Annexure G.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, or its employees during the year under review.

TRANSFER TO INVESTOR EDuCATION AND PROTECTION FUND (IEPF)

Your Company has, during the year, transferred an amount of Rs. 9,666/- to Investor Education and Protection Fund (IEPF), in compliance with the provisions of the Companies Act, 1956. The amount represents the dividend for the year 2006-07 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

PARTICuLARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure H.

CONSERVATION OF Energy, Technology ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OuTGO

In view of the nature of activities which are being carried on by the Company, the disclosures regarding Conservation of Energy & Technology Absorption are not applicable to the Company.

SEXUAL HARASSMENT

The Company has constituted an Internal Complaints

Committee as per Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, there were no cases filed pursuant to the above said provisions.

MATERIAL CHANGES

There are no material changes affecting the financial position of the Company between the date of Financial Statements and the Board's report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:-

a) in the preparation of the Annual Accounts for the year ended 31st March, 2015, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year ended 31st March, 2015.

c) 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.

d) the Directors have prepared the annual accounts on an ongoing concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial control is adequate and was operating effectively.

f) 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.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Cochin Stock Exchange, Over the Counter Exchange of India, National Securities Depository Limited, Central Depository Services (India) Limited and also to the Shareholders and Bankers.

Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution it its progress.

For and On behalf of the Board of Directors



kumar Nair Chairman and Managing Director (DIN: 00320541) Place : Cochin-18 Date : 27.07.2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you the 21st Annual Report of the Company along with Audited Accounts, for the financial year ended 31st March, 2014.

The Standalone Statement of Profit & Loss for the year ended 31st March, 2014 and Balance Sheet as on that date together with the notes forming part of accounts as audited and reported by the Auditors of the Company and also Consolidated Accounts incorporating the Statement of Profit & Loss and Balance Sheet of the Subsidiary Company, M/s. Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are also attached herewith.

FINANCIAL RESULTS:

The Financial highlights of the Company for the year ended 31st March, 2014 with corresponding figures of the previous year are given below:-

(in Lacs)

Particulars 31.03.2014 31.03.2013

Total Income 498.61 768.36

Total Expenditure 597.81 861.60

Profit / (Loss) from Operations (99.20) (93.23) before Other Income, Finance Cost & Exceptional Items

Profit / (Loss) from Ordinary (99.20) (93.23) Activities before Finance Cost & Exceptional Items

Profit / (Loss) from Ordinary (111.26) (138.11) Activities after Finance Cost but before Exceptional Items

Exceptional Items Profit / (Loss) 12.20 (9.29)

Profit / (Loss) from Ordinary (99.06) (147.40) Activities before Tax

Total Tax - (14.46)

Net Profit / (Loss) from Ordinary (99.06) (161.86) Activities After Tax

Net Profit / (Loss) For the period (99.06) (161.86)

BUSINESS

During the year ended 31st March, 2014 your Company earned consolidated revenue of '' 583.50 Lacs as compared to '' 1,088.56 Lacs in the previous year. The consolidated operations have recorded a net loss of '' 152.92 Lacs as compared to a net loss of '' 163.25 Lacs in the previous year. The net loss suffered is being carried over to the Balance Sheet.

Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out as Annexure to the Directors'' Report.

DIVIDEND

Due to inadequacy of profits your Directors regret their inability to recommend any Dividend for the year.

DIRECTORS

In accordance with the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for the appointment of Mr. James Pothen (DIN-02492330) and Mr. Jose Thomas Polachira (DIN-01049189) as Independent Directors of the Company not liable to retire by rotation, for a term of five years.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Directors proposed for re- appointment has been given in the Notice convening the Annual General Meeting.

Further it is proposed to modify the terms and of Appointment of Mr. Kumar Nair, Chairman and Managing Director (DIN- 00320541) by altering his period of appointment from five (5) years to liable to retire by rotation. This is to ensure compliance with Section 152 sub Section 6 (a) of Companies Act 2013. Mr. Kumar Nair shall retire by rotation at the ensuing Annual General Meeting and being eligible offers for reappointment.

During the Year the Company''s Subscribed and issued capital has increased due to conversion of 7,74,500 0.5% Compulsorily Convertible Preference Shares of '' 10/- each into 38,72,500 Equity shares of '' 2/- each. There has been no change in the Authorised Capital of the Company.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed Corporate Governance standards. Your Directors reaffirm their commitment to these standards and this Annual Report carries a section on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2014, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

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 at the end of the financial year and the loss 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 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 an ongoing concern basis.

CONSOLIDATED ACCOUNTS

The Consolidated Statement of Profit and Loss for the year ended 31st March, 2014 and the Balance Sheet as on that date as required under Listing Agreement is also attached herewith.

OPERATIONS OF SUBSIDIARY

During the year ended 31st March, 2014 the subsidiary company Vertex Commodities And Finpro Private Limited had total revenue of Rs.1,33,89,365 and loss of Rs.53,86,350 as against Rs.40,901,969 and loss of Rs.1,38,959 respectively in the previous year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

PARTICULARS OF EMPLOYEES'' U/S 217 (2A) OF THE COMPANIES ACT, 1956

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified in Section 217(2A) of the Companies Act, 1956

DISCLOSURE OF EMPLOYEE STOCK OPTIONS

Details as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out below:

a) The Vertex Employee Stock Option Plan 2010 has been approved by the Board Of Directors of the company on 10th March, 2008.

b) The vesting period is five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

g) Had fair value method been used, the compensation cost would have been higher by Rs.14.55 Lakhs (Previous Year Rs.21.44 Lakhs). Loss after tax would have been higher by Rs.113.61 Lakhs (Previous year Rs.21.44 Lakhs) and Basic EPS would have been Rs.(0.24) Per share (Previous Year Rs.(0.42) Per share) and Diluted EPS would have been Rs.(0.15) (Previous Year Rs.(0.25).

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2013-14, as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

DISCLOSURE OF ADDITIONAL PARTICULARS

In view of the nature of activities which are being carried on by

the Company, the particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of Energy & Technology Absorption are not applicable to the Company.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re-appointment. Your Directors recommend their appointment.

LISTING PARTICULARS

The Company''s Equity Shares continue to be listed on Bombay Stock Exchange.

REPLIES TO AUDITORS'' OBSERVATIONS

Referring to observations a) and b) given under Basis for Qualified Opinion in the Independent Auditors Report, it is clarified that:

(a) as stated in notes forming part of accounts the management has evaluated long term investments and confirm that there exist no circumstances which warrant any provision in the accounts for a possible diminution in the value.

(b) as the company has initiated legal actions for the recovery of the dues, it will not be prudent to make any provisions as the cases are in various stages in different Courts.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Cochin Stock Exchange, Over the Counter Exchange of India, National Securities Depository Limited, Central Depository Services (India) Limited and also to the Shareholders and Bankers. Your directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Cochin KUMAR NAIR Date : 18.07.2014 Chairman

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Mar 31, 2013

The Directors present herewith the 20th Annual Report of the Company. The Standalqne Statement of Profit & Loss and Balance Sheet for the year ended 31st March, 2013 as audited and reported by the Auditors of the Company and also Consolidated Accounts incorporating the Statement of Profit & Loss and Balance Sheet of the Subsidiary Company, Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are also attached herewith.

FINANCIAL RESULTS:

The Financial highlights of the Company for the year ended 31st March, 2013 with corresponding figures of the previous year are given below:-

(Rs.in Lacs) 2012-13 2012-13

Total Revenue 768.36 872.60

Profit before Depreciation, Taxation (110.52) (87.74) and Prior period items

Depreciation and Preliminary 36.88 40.22

Expenses

Profit / (Loss) before Tax (147.40) (127.96)

Profit/ (Loss) after Tax (161.86) (96.96)

Profit/(Loss) carried forward to (161.86) (96.96) Reserves

BUSINESS

During the year ended 31st March, 2013 your Company earned consolidated revenue of Rs. 1,063.86 Lacs as compared to Rs. 1,111.84 Lacs in the previous year. The consolidated operations have recorded a net loss of
Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the

Management Discussion and Analysis which is set out as Annexure to the Directors'' Report.

DIVIDEND

No dividend is recommended during the year due to inadequacy of profits.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. U. Ramachandran is liable to retire by rotation and is eligible for re-appointment.

The resolution for appointment of Mr. U. Ramachandran is being placed before the ensuing Annual General Meeting for approval.

The term of office of Mr. Kumar Nair as Managing Director of the Company was upto 31.03 20013. On expiry of the term of office of the Managing Director, your Board of Directors have re-appointed Mr. Kumar Nair as Managing Director for a period of five years on and from 1st April 2013 which is subject to the approval of shareholders. Considering the present financial position of the Company, Mr. Kumar Nair has kindly consented not to accept any remuneration for his services as the Managing Director of the Company.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Directors proposed for re- appointment has been given in the Notice convening the Annual General Meeting.

INCREASE OF AUTHORISED SHARE CAPITAL:

During the year under review, with the consent of the Members through Postal Ballot the Company was obtained for increased its authorised share capital as per the provision of Section 94 of Companies Act, 1956. The rationale of increasing the authorized share capital was for converting the fully convertible preference shares of Rs. 10/- each into Equity shares of Rs. 2/- each. These shares were issued to erstwhile shareholders of Transwarranty Capital Pvt. Ltd. As per the scheme of amalgamation.

SHARE CAPITAL STRUCTURE

SHARE CAPITAL

A. 73,753,805Equity Shares of Rs. 2/- each 147,507,610 134,582,610 (P.Y. 67,291,305 Equity Shares of Rs. 2/- each)

B. 5,981,739 0.5% Fully Convertible Preference Shares of Rs. 10/- each 5,98,17,390 5,98,17,390 (P.Y. 5,981,739 0.5% Fully Convertible Preference Shares of Rs. 10/- each)

C. 500,000 15% Non-Cumulative Redeemable Preference Shares of Rs. 100/- each 50,000,000 40,00,000 (P.Y. 40,000 15% Nbn-Cumulative Redeemable Preference Shares of Rs. 100/- each)

ISSUED, SUBSCRIBED AND PAID UP CAPITAL :

A. 43,848,980 Equity Shares of Rs. 2/- each 87,697,960 87,697,960 (P.Y. 43,848,980 Equity Shares of Rs. 2/- each)

B. 59,80,954 0.5% Fully Convertible Preference Shares of Rs. 10/- each 59,809,540 59,809,540 (P.Y. 59,80,954 0.5% Fully Convertible Preference Shares of Rs. 10/- each )

C. 27,758 15% Non Cumulative Redeemable Preference Shares of Rs. 100/- each 2,775,800 2,775,800 (P.Y. 27,758 15% Non Cumulative Redeemable Preference Shares of Rs. 100/- each)

TOTAL 150,283,300 150,283,300

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) prescribed Corporate Governance standards. Your Directors reaffirm their commitment to these standards and this Annual Report carries a section on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31stMarch, 2013, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

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 at the end of the financial year and the loss of the Company for the year ended 31st March, 2013.

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

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

CONSOLIDATED ACCOUNTS

The Consolidated Statement of Profit and Loss for the year ended 31st March, 2013 and the Balance Sheet as on that date as required under Listing Agreement is also attached herewith.

OPERATIONS OF SUBSIDIARY

During the year ended 31stMarch, 2013 the subsidiary company Vertex Commodities And Finpro Private Limited had total revenue of Rs. 382.01 Lacs and loss of Rs. 1.39 Lacs as against Rs. 361.22 Lacs and loss of Rs. 71.08 Lacs respectively in the previous year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

PARTICULARS OF EMPLOYEES'' U/S 217 (2A) OF THE COMPANIES ACT, 1956

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified in Section 217(2A) of the Companies Act, 1956.

DISCLOSURE OF EMPLOYEE STOCK OPTIONS

Details as per the Securities and Exchange Board of India

(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out as under:

Options outstanding at the beginning of the year 2,680,315 623,500 (Face Value of Rs. 2/- (P.Y. Rs. 10/-))

Options outstanding at the beginning of the year split to - 3,117,500 face Value of Rs. 2/- share

Options granted during the year 2,075,000 1,013,750

Options vested during the year 248,627 131,565

Options exercised during the year - 128,690

Options forfeited during the year 1,751,310 1,013,250

Options lapsed /surrendered during the year 467,003 437,685

Options outstanding at the end of the year 2,537,002 2,680,315

i) Had fair value method been used , the compensation cost would have been higher by Rs. 21.44 Lakhs (Previous

Year Rs. 75.77 Lakhs) Loss after tax would have been higher by Rs. 21.44 Lakhs (Previous year Rs. 75.77 Lakhs) and

Basic EPS would have been Rs. (0.42) Per share (Previous Year Rs. (0.43) Per share) and Diluted EPS would have been Rs. (0.25 ) (Previous Year Rs. (0.25)).

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2012-13, as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

DISCLOSURE OF ADDITIONAL PARTICULARS

In view of the nature of activities which are being carried on by the Company, the particulars prescribed under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of Energy & Technology Absorption are not applicable to the Company.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re-appointment. Your Directors recommend their appointment.

LISTING PARTICULARS

The Company''s Equity Shares continue to be listed on Bombay Stock Exchange Limited.

REPLIES TO AUDITORS'' OBSERVATIONS

Referring to the observation of the auditors, (a) it is clarified that as stated in notes forming part of accounts the management has evaluated long term investments and conform that there exist no circumstances which warrant any -provision in the accounts for a possible diminution in the value.

Referring to observation of the auditors, (b)it is clarified that as the company has initiated legal actions for the recovery of the dues, it will not be prudent to make any provisions as the cases are pending in various stages in different Courts.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Cochin Stock Exchange, Over the Counter Exchange of India, National Securities Depository Limited, Central Depository Services (India) Limited and also to the Shareholders and Bankers. Your directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Cochin KUMAR NAIR

Date : 16.05.2013 Chairman

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Mar 31, 2012

To The Members of Vertex Securities Limited

The Directors have pleasure in presenting before you the 19th Annual Report of the Company. The Standalone Statement of Profit & Loss and Balance Sheet for the year ended 31st March, 2012 as audited and reported by the Auditors of the Company and also Consolidated Accounts incorporating the Statement of Profit & Loss and Balance Sheet of the Subsidiary Company, M/s. Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are also attached herewith.

FINANCIAL RESULTS:

The Financial highlights of the Company for the year ended 31st March, 2012 with corresponding figures of the previous year are given below:-

(Rs in Lacs)

Financial Results Standalone 2011-12 2010-11

Total Revenue 872.60 942.45

Profit before Depreciation, Taxation and Prior period items (87.74) 6.59

Depreciation and Preliminary Expenses 40.22 44.62

Profit / (Loss) before Tax (127.96) (38.03)

Profit/ (Loss) after Tax (96.96) (25.67)

Profit/(Loss) carried forward to Reserves (96.96) (25.67)

BUSINESS

During the year ended 31st March, 2012 your Company earned consolidated revenue of Rs 1,111.84 Lacs as compared to Rs 1,084.43 Lacs in the previous year. The consolidated operations have recorded a net loss of Rs 168.04 Lacs as compared to a net loss of Rs 76.80 Lacs in the previous year. The net loss suffered is being carried out in the Balance Sheet.

Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out as Annexure to the Directors' Report.

DIVIDEND

No dividend is recommended during the year due to inadequacy of profits.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. James Pothen is liable to retire by rotation and is eligible for re-appointment.

The resolution for appointment of Mr. James Pothen is being placed before the ensuing Annual General Meeting for approval.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Directors proposed for re- appointment has been given in the Notice convening the Annual General Meeting.

SUB-DIVISION/ STOCK SPLIT OF EQUITY SHARES:

During the year under review, with the consent of the Members through Postal Ballot the Company sub- divided Equity Shares of the face value of Rs 10/ - (Rupees Ten) each into five (5) Equity Shares of the face value of Rs 2/- (Rupees Two) each as per the provision of Section 94 of Companies Act, 1956. The rationale of splitting the shares was to make the stock affordable to retail investors, thus driving buying interest. Also, liquidity would improve, which could drive the interest of large funds/investors.

RECLASSIFICATION OF AUTHORISED CAPITAL:

During the year under review your Directors have, pursuant to the Scheme of Amalgamation of Transwarranty Capital Private Limited with the company as approved by the Hon'ble High Courts at Bombay and Kerala approved conversion of 26,38,261 of 0.5% Fully Convertible Preference Shares out of 83,00,715, 0.5% Fully Convertible Preference Shares by issue and allotment of 26,38,261 Equity Shares of Rs 10/- each fully paid up at par for each Fully Convertible Preference Shares.

After the said conversion instead of increasing the Authorized Share Capital of the Company, it was considered prudent to reclassify part of the existing Authorised Capital in Preference Shares into Equity Shares of the Company. The consent of the Members for the Reclassification of Authorised Capital of the Company was obtained through Postal Ballot as per Section 192A of Companies Act, 1956 and the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

SHARE CAPITAL STRUCTURE As at 31.03.2012 As at 31.03.2011 (Rs) (Rs)

AUTHORISED CAPITAL:

67,291,305 Equity Shares of Rs 2/- each

(P.Y. 10,820,000 Equity Shares of Rs 10/-each) 134,582,610 108,200,000

59,81,739 0.5% Fully Convertible Preference Shares of Rs 10/- each

(P.Y. 8,620,000 0.5% Fully Convertible Preference Shares of Rs 10/-each) 5,98,17,390 86,200,000

40,000 15% Non-Cumulative Redeemable Preference Shares of Rs 100/- each 40,00,000 40,00,000

ISSUED, SUBSCRIBED AND PAID UP CAPITAL:

A. 43,848,980 Equity Shares of Rs 2/- each (P.Y. 59,98,951 Equity Shares of Rs 10/- each) 87,697,960 59,989,510

- 26,38,261 0.5% Fully Convertible Preference Shares of Rs 10/- each converted into Equity Shares of Rs 2/- each

- 1,28,690 Equity Shares of Rs 2/- each issued pursuant to ESOP

- 1,57,500 Equity Shares of Rs 2/- each issued to the shareholders of erstwhile Transwarranty Capital Private Limited as per the scheme of amalgamation.

- 3,76,730 Equity Shares of Rs 2/- each issued to the shareholders of erstwhile Transwarranty Capital Private Limited pursuant to Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2010 [ICDR].

B. 59,80,954 0.5% Fully Convertible Preference Shares of Rs 10/-each fully paid

- (3,18,500 Preference Shares of Rs 10 each issued to the share holders of erstwhile Transwarranty Capital Private Limited as per the scheme of amalgamation)

C. 27,758 15% Non Cumulative Redeemable Preference Shares of Rs 100/- each 2,775,800 2,775,800

TOTAL 150,283,300 145,772,460

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) prescribed Corporate Governance standards. Your Directors reaffirm their commitment to these standards and this Annual Report carries a section on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2012, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

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 at the end of the financial year and the loss of the Company for the year ended 31st March, 2012.

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

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

CONSOLIDATED ACCOUNTS

The Consolidated Statement of Profit and Loss for the year ended 31st March, 2012 and the Balance Sheet as on that date as required under Listing Agreement is also attached herewith.

OPERATIONS OF SUBSIDIARY

During the year ended 31st March, 2012 the subsidiary company Vertex Commodities And Finpro Private Limited had total revenue of Rs 361.22 Lacs and loss of Rs 71.08 Lacs as against Rs 237.03 Lacs and loss of Rs 51.13 Lacs respectively in the previous year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary' company.

PARTICULARS OF EMPLOYEES' U/S 217 (2A) OF THE COMPANIES ACT, 1956

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(l)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary / Compliance Officer at the Corporate Office or Registered Office address of the Company.

DISCLOSURE OF EMPLOYEE STOCK OPTIONS

During 2011-12, the Company granted 1,013,750 Stock Options to the employees under its Employee Stock Option Plan 2010. Details as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2011-12, as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

DISCLOSURE OF ADDITIONAL PARTICULARS

In view of the nature of activities which are being carried on by the Company, the particulars prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy & Technology Absorption are not applicable to the Company.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re-appointment. Your Directors recommend their appointment.

LISTING PARTICULARS

The Company's Equity Shares continue to be listed in Bombay Stock Exchange.

REPLIES TO AUDITORS' OBSERVATIONS

Referring to Para No. 4 (i) of the observation of the auditors, it is clarified that as stated in notes forming part of accounts the management has evaluated long term investments and conform that there exist no circumstances which warrant any provision in the accounts for a possible diminution in the value.

Referring to Para No. 4 (ii) it is clarified that as the company has initiated legal actions for the recovery of the dues, and it will not be prudent to make any provisions as the cases are in various stages in different Courts.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Cochin Stock Exchange Limited, Over the Counter Exchange of India, National Securities Depository Limited, Central Depository Services (India) Limited and also to the Shareholders and Bankers. Your directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the Company.

For and on behalf of the Board of Directors,

Place: Mumbai Kumar Nair

Date : 16.05.2012 Chairman

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Mar 31, 2011

The Directors have pleasure in presenting before you the 18th Annual Report of the Company. The standalone Profit & Loss account and Balance Sheet for the year ended 31st March, 2011 as audited and reported by the Auditors of the Company and also Consolidated Accounts incorporating the Profit & Loss account and Balance Sheet of the Subsidiary Company, M/s. Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are attached herewith.

FINANCIAL RESULTS:

The financial highlights of the company on stand alone basis for the year ended 31st March, 2011 with corresponding figures of the previous year are given below:-

(Rs. in Lacs)

Financial Results 2010-11 2009-10

Total Revenue 942.45 936.44

Profit before Depreciation, Taxation 6.59 99.76 and Prior period items

Depreciation and Preliminary 44.62 43.76 Expenses

Profit/(Loss) before Tax (38.03) 56.00

Profit/(Loss) after Tax (25.67) 27.70

Provision for Proposed Dividend on — 4.16 Preference Shares

Provision for Proposed Dividend Tax — 0.71 on Preference Shares

Profit/(Loss) carried forward to (25.67) 22.83

Reserves

BUSINESS:

During the year ended 31st March, 2011 your Company earned consolidated revenue of Rs.1084.43 Lacs as compared to Rs.1045.42 Lacs in the previous year. The operations have recorded a net loss of Rs.76.80 Lacs as compared to a net profit of Rs.32.58 Lacs in the previous year.

Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is setout as Annexure to the Directors Report.

During the year your Company has managed to increase its talent pool by attracting high caliber, performance oriented professionals with proven track record. The Company recognises the importance and contribution of our people and performance orientation and ethics are high priority areas. The Board of Directors have introduced Vertex Employees Stock Option Plan, 2010 according to which the equity shares of the company will be offered to the key employees and Directors to motivate them and to create a better working atmosphere.

DIVIDEND

Due to loss during the financial year your Directors regret that they could not recommend the dividend for the financial year 2010-11.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jose Thomas Polachira is liable to retire by rotation and is eligible for re- appointment. The resolution for appointment of Mr. Jose Thomas Polachira is being placed before the ensuing Annual General Meeting for approval.

Mr. Ashok K. Mittal has been appointed as the Whole-time Director of the Company with effect from May 20, 2011 and will hold office till the ensuing Annual General Meeting.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Director being reappointed has been provided in the Notice convening the Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee of the Board consists of the following Directors:

Mr. James Pothen, (Chairman)

Mr. U. Ramachandran.,

Mr. Jose Thomas Polachira.

The Audit Committee met five times during the financial year.

ALTERATION OF MAIN OBJECT CLAUSE OF THE COMPANY

During the year under review, your Company has altered its Main Object clause of the Memorandum of Association. The Registrar of Companies in his report to the High Court of Kerala during the Amalgamation proceedings had suggested that the Main Objects be modified to reflect the present activities of the company. The

earlier Main Object included the activities of non-banking finance companies. The company is not undertaking any Non Banking Finance Company activities and has surrendered the Certificate issued by the Reserve Bank of India. Further based on the Order passed by the Honble High Court of Kerala on 23rd February, 2010 Transwarranty Capital Private Limited was amalgamated with the Company and all the assets, liabilities, licenses etc. of Transwarranty Capital Private Limited were transferred to the company with effect from the appointed date. Transwarranty Capital Private Limited was also undertaking institutional broking and also holding necessary license from the Securities and Exchange Board of India as a Merchant Banker. To enable your company to undertake Merchant Banking and other activities, the Main Objects of the company were suitably amended.

CHANGE IN REGISTRAR AND TRANSFER AGENT

The Company has changed its Registrar and Transfer Agent from M/s Cameo Corporate Services Limited, Chennai to M/s. Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078. All communication relating to Transfer can now be sent to the above given address of the Transfer Agent. The Equity Shares of the Company can be dematerialised with National Securities Depository Limited and Central Depository Services (India) Limited.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed Corporate Governance standards. Your Directors reaffirm their commitment to these standards and this Annual Report carries a section on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2011, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

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 at the end of the financial year and the loss of the Company for the year ended 31st March, 2011.

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

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

CONSOLIDATED ACCOUNTS

The Consolidated Profit and Loss Account for the year ended 31st March, 2011 and the Balance Sheet as on that date as required under Listing Agreement is attached herewith.

OPERATIONS OF SUBSIDIARY

During the year ended 31st March, 2011 the subsidiary company Vertex Commodities And Finpro Private Limited had total revenue of Rs.237.03 Lacs and Loss after tax of Rs.51.13 Lacs as against Rs.108.98 Lacs and Profit of Rs.4.88 Lacs respectively in the previous year.

During the year Company has invested Rs.300 Lacs in the Equity share capital of Vertex Commodities And Finpro Private Limited thereby increasing its stake to 99.45%. This infusion of capital is to meet the capital and operational expenses of the Subsidiary.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(l)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary / Compliance Officer at the Corporate Office or Registered Office address of the Company.

DISCLOSURE OF EMPLOYEE STOCK OPTIONS

During 2009-10, the Company granted 6,55,000 Stock Options to the employees under its Employee Stock Option Plan 2010. Details as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2010-11, as required under Clause 49 of the Listing Agreement, are given as a separate statement in the Annual Report.

DISCLOSURE OF ADDITIONAL PARTICULARS

In view of the nature of activities which are being carried on by the Company, the particulars prescribed under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of Energy & Technology Absorption are not applicable to the Company.

The company has received Foreign Exchange Inward Remittance equivalent to Rs.1,74,80,463/- which is received towards Share Capital contribution.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re-appointment. Your Directors recommend their appointment.

LISTING PARTICULARS

The Companys equity shares continue to be listed on the Bombay Stock Exchange.

REPLIES TO AUDITORS OBSERVATIONS

Attention is invited to Note No. 4(i) of the Auditors Report, and it is clarified that the management is of the view that long term investment is having the value as specified in the Balance Sheet.

Attention is invited to Note No. 4(ii) of the audit report, it is clarified that the company has initiated legal / other action for recovery of the old outstanding dues and, therefore, it will not be prudent to make any provision in the accounts which may adversely affect the claim of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd., Cochin Stock Exchange Ltd., Over the Counter Exchange of India (OTCEI), National Securities Depository Limited, Central Depository Services (India) Limited and also to the Bankers. Your Directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the Company.

For and on behalf of the Board of Directors, Kumar Nair Chairman & Managing Director

Place : Kochi-18 Date : 20.05.2011

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Mar 31, 2010

The Directors have pleasure in presenting before you the 17th Annual Report of the Company. The standalone Profit & Loss account and Balance Sheet for the year ended 31st March, 2010 as audited and reported by the Auditors of the company and also Consolidated accounts incorporating the Profit & Loss account and Balance Sheet of the subsidiary company, M/s. Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are also attached herewith.

FINANCIAL RESULTS:

Your Directors are happy to report that the overall performance of your company during the year under report has recorded improvement as compared to the previous year. The operations have shown a net profit of Rs.27.70 Lacs as compared to net loss of Rs.21.16 Lacs in the previous year. The financial highlights of the company on stand alone basis for the year ended 31st March, 2010 with corresponding figures of the previous year are given below:-

Financial Results 2009-10 2008-09 (Rs.) (Rs.)

Total Revenue 936.44 695.46

Profit before Depreciation, Taxation 99.76 8.12

and Prior period items

Depreciation and Preliminary 43.76 34.00

Expenses

Profit/(Loss) before Tax 56.00 (26.22)

Profit after Tax 27.70 (21.16)

Provision for Proposed Dividend on 4.16 -

Preference Shares

Provision for Proposed Dividend Tax 0.71 - on Preference Shares

Profit carried forward to Reserves 22.83 (21.16)

BUSINESS:

During the year ended 31st March, 2010 your Company earned consolidated revenue of Rs.1045.42 Lacs as compared to Rs.788.36 Lacs in the previous year. The operations have recorded a net profit of Rs.32.58 Lacs as compared to a loss of Rs.21.56 Lacs in the previous year.

During the year under report, your company managed to consolidated its business in Southern India and expand its business in Western India. The company had adopted progressive Human

Resources policies, introduced ESOPs for its key employees and is now in the process of increasing its talent pool by attracting high caliber, performance oriented professions with proven track record to its fold.

As your directors propose to utilise the available resources in the business of the company, no dividend is recommended.

As you may kindly recall in our last report, we had mentioned about the merger of Transwarranty Capital Private Limited (TCPL), a group company with your company. Your directors are happy to report that all the merger proceedings under the Companies Act, 1956 have been completed on receipt of the approval of the scheme of amalgamation by the Honorable High Courts of Bombay and Kerala. The accounts of both the companies have been consolidated as envisaged under the merger proposal. With the merger, your company can now undertake both Merchant Banking and Institutional broking, which was earlier done by TCPL and retail broking in which your company is already established.

VERTEX EMPLOYEES STOCK OPTION PLAN, 2010 { "PLAN")

Your Directors are also happy to inform that as indicated in our last report an ESOP Scheme has been introduced by which the eligible employees and directors of the company and group entities will be able to get Equity Shares of the Company.

DIRECTORS

During the year under review Mr. Ranjan Verghese, Managing Director retired from the services on attaining Superannuation. Mr. Kumar Nair, Managing Director of the holding company, M/s. Transwarranty Finance Limited was appointed as Managing Director of the Company. Mr. G.K. Prem Kumar also ceased to be a Director from the Board.

Mr. U Ramachandran is retiring by rotation and is eligible for reappointment. Pursuant to clause 49(g) (i) of Listing Agreement with the Stock Exchange, brief resume of the Director being reappointed has been provided in the Notice convening the Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee of the Board consists of the following Directors:

Mr. James Pothen, (Chairman)

Mr. U. Ramachandran;

Mr. Jose Thomas Polachira.

The audit Committee met four times during the financial year.

CORPORATE GOVERNANCE

The detailed report on Corporate Governance as required under Clause 49 of the Listing Agreement is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2010, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

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 at the end of the financial year and the profit of the Company for the year ended 31st March, 2010.

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

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

DEMATERIALISATION OF EQUITY SHARES OF THE COMPANY

As has been already reported to you, the Companys shares have been dematerialised and M/s. Cameo Corporate Services Limited, Subramanian Building, 1 Club House Road, Chennai-600 002 have been appointed as the Registrars and Share Transfer Agents and the Equity shares of the Company can be dematerialised with National Securities Depository Limited and Central Depository Services (India) Limited.

CONSOLIDATED ACCOUNTS

The Consolidated Profit and Loss Account for the year ended 31st March, 2010 and the Balance Sheet as on that date of M/s. Vertex Commodities And Finpro Private Limited as required under Listing Agreement is also attached herewith. During the year ended 31st March, 2010 the subsidiary company had total revenue of Rs.108.98 Lacs and a net profit after tax of Rs.9.39 Lacs as against Rs.92.90 Lacs and loss of Rs.1.26 Lacs respectively in the previous year.

Pursuant to Section 212 of the Companies Act, 1956 Directors Report, Balance Sheet and Profit & Loss account of the Subsidiary companies are attached with this Report. These documents are also available for inspection during business hours at the Registered Office of the Company.

Particulars of employees U/S 217 (2A) of the Companies Act, 1956:

None of the employees of the Company employed throughout the financial year/part of the year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be given.

DISCLOSURE OF ADDITIONAL PARTICULARS

Disclosures regarding conservation of energy and technology

absorption, etc. are not applicable to the company, as your company is not engaged in any manufacturing activities. There was no foreign exchange inflow or outflow during the year under report.

AUDITORS

M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, who are Statutory Auditors of the company appointed to hold office for the period from the last Annual General Meeting to the conclusion of next Annual General Meeting, have tendered their resignation to the Board as on 14th July, 2010 due to personal reasons leading to a casual vacancy in the office of Statutory Auditor. To fill the casual vacancy caused by the resignation of the Auditors, your Board has already called an Extra Ordinary General Meeting of the shareholders of the company which is scheduled to be held on 9th August, 2010. The Board has recommended the appointment of M/s. Rahul Gautam Divan & Associates, Chartered Accountants, as the Statutory Auditors to hold Office till the conclusion of the Annual General Meeting. On approval of the resolution by the general body at the Extra Ordinary General Meeting, it is recommended that the Auditors be re-appointed at the Annual General Meeting, for which necessary resolution is proposed in the notice calling the Annual General Meeting.

LISTING PARTICULARS

The Companys equity shares continue to be listed on Bombay Stock Exchange.

REPLIES TO AUDITORS OBSERVATIONS

Attention is invited to Note No.5 of the Auditors Report and it is clarified that the management is of the view that long term investment is having the value as specified in the Balance Sheet.

Referring to Note No.6(a) of the audit report, it is clarified that the company has initiated legal/other action for recovery of the old outstanding dues and, therefore, it will not be prudent to make any provision in the accounts which may adversely affect the claim of the company.

Referring to Note No.6(b) of the audit report, it is clarified that the sundry debtors, advances, sundry creditors, security deposits, etc. are having respective values as shown in the Balance Sheet.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd., Cochin Stock Exchange, Over the Counter Exchange of India Ltd., National Securities Depository Limited, Central Depository Services (India) Limited and also to the Bankers. Your directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the company.

For and on behalf of the Board of Directors,

Place: Kochi-18 Kumar Nair

Date: 23.07.2010 Chairman