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Directors Report of Wall Street Finance Ltd.

Mar 31, 2015

The Members of Wall Street Finance Limited,

The Directors are pleased to present the 28th Annual Report of your Company along with the Audited Financial Statements of Account for the year ended 31st March 2015.

OVERVIEW:

During the year under review, the Company has earned profit inspite of challenging conditions. The Company continued with its strategy to focus and grow the Foreign Exchange and AD-II business by aggressive acquisition of customers and by penetrating deeper into the markets. The Company also exported niche currencies to take advantage of demand and supply situations. All these lead to a strong growth in the Forex business. The Company continued its focus on the Inward Money Transfer business by working closely with existing sub-agents and also by appointing new sub-agents.

Detailed information about the business review, outlook and state of the affairs of the Company forms part of the Management Discussion and Analysis Report.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized below:

(Rs. in lacs) Particulars Standalone Consolidated 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Profit before finance cost, depreciation Prior 692.17 651.47 675.19 638.77 Period Item and tax

Less: Finance Cost 421.12 322.35 421.12 322.35

Profit / (Loss) before depreciation and tax 271.05 329.12 254.07 316.42

Less: Depreciation 61.89 37.35 62.03 37.35

Net profit, / (Loss) exceptional and Extra- 209.16 291.77 192.04 279.07 ordinary Items and Tax

Exceptional Item - 3.00 - 3.00

Net profit / (Loss) before Extra-ordinary Items 209.6 294.97 127.94 227.97 and Tax

Prior period Adjustments - - (0.20) -

Extra ordinary Items - - - -

Net profit / (Loss) before tax 209.16 294.77 191.84 282.07

Less: Current Tax :

Current Year 71.00 60.23 71.00 60.23

Less : MAT Credit Entitlement (9.24) (88.75) (9.24) (88.75)

Less: Current Tax : Earlier Years - 8.07 - 8.07

Less: Deferred Tax (4.47) (24.38) (4.47) (24.38)

Profit / (Loss) after tax 151.87 339.60 134.55 326.90

Add: Balance of profit brought forward 35.32 (236.36) 22.61 (236.36)

Profit available for appropriation 187.19 103.24 157.16 90.54

(Rs. in lacs) Particulars Standalone Consolidated 31.03.2015 31.03.2014 31.03.2015 31.03.2014

APPROPRIATION _

(a) Transfer to statutory reserve (30.37) (67.92) (30.37) (67.92)

(b) Transfer to Reserves - contingent provision on standard asset

(c) Transfer of profits attributable to subsidiary - - - -

(d) Proposed dividend - - - -

(e) Adjustment of Fixed asset as per the ( ) ( ) Companies Act, 2013 (48.26) - (48.26) -

(f) Tax on dividend - - - -

Surplus carried to balance sheet 108.56 35.32 78.53 22.62

During the financial year, the income from operations amounted to Rs. 4,315.72 Lacs as against Rs. 3,862.71 Lacs for the previous year, recording a marginal growth of 11.73%. The Company has earned profit of Rs. 151.87 Lacs during the year as against profit of Rs. 339.60 Lacs in the previous year.

At consolidated level, during the financial year, the income from operations amounted to Rs. 4316.28 Lacs as against Rs.3862.71 Lacs for the previous year, recording a marginal growth of 11.74 %. The Company has earned profit of Rs.134.55 Lacs during the year as against profit of Rs. 326.90 in the previous year.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The financial Highlights are mentioned above. The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17-Segment Reporting. The nature of the Company's activities is such that geographical segments are not separately identified.

DIVIDEND

Considering the need to conserve cash, your directors deemed it prudent not to recommend a dividend.

TRANSFER TO RESERVES

The Company has transferred Rs. 30.37 Lacs to statutory reserve pursuant to Section 45 -1C of the RBI Act, 1934 during the Financial Year ended 31st March 2015.

PUBLIC DEPOSITS

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company with effect from 4th June 2010 and since then, it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits and had started repaying the fixed deposits along with the interest thereon from the Escrow Account upon their maturity.

During the year under review, fixed deposits amounting to Rs. 0.35 lacs were repaid and Rs. 0.41 Lacs (Including Interest of Rs. 0.9 lacs) has been transferred to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the date they first became due for payment.

Fixed deposits outstanding as on 31st March 2015 were Rs. 3.32 lacs as against Rs.3.99 lacs on 31st March 2014.

The Company continues to use at par facility for payment of interest to fixed deposit holders. As on 31st March 2015, the Company has no overdue deposits other than unclaimed deposits of Rs. 3.32 lacs for which reminders have been sent to the concerned deposit holders.

The details relating to deposits, covered under Chapter V of the Companies Act, 2013

(i) Accepted during the year ended 31st March 2015 - NIL

(ii) Remained unpaid or unclaimed as at the end of the year - Rs. 3.32 Lacs

(iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved - N.A.

(a) At the beginning of the year - NIL

(b) Maximum during the year - NIL

(c) At the end of the year- NIL

The details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: NIL

BORROWINGS

The working capital requirements of the Company are currently funded by the Company's Bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company and efforts are always on to get facilities from the banker's at the best possible terms.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues.

UPDATE ON THE INSURANCE CLAIM RELATED TO FRAUDLENT TRANSACTION AT A BRANCH IN SOUTHERN REGION AS INFORMED IN PREVIOUS YEAR'S REPORT

During the year, the Company has collected a substantial amount of Rs. 474 lacs against an insurance claim filed in the FY 2011-12 for losses arising out of some fraudulent transactions at a branch in southern region, leaving a balance of Rs. 20.54 lacs, which is under process of recovery.

CASH FLOW STATEMENT

In conformity with Clause 32 of the Listing Agreement, the cash flow Statement for the year ended 31st March 2015 is attached as a part of the Annual Financial Statements of the Company.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENT

There has been no change in the number of subsidiaries or in the nature of business of the subsidiary during the financial year 2014-15. As on 31st March 2015, your Company has one Wholly Owned Subsidiary, S Global Insurance Advisory Limited.

Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated financial statements of the Company and also of its subsidiary, S Global Insurance Advisory Limited, in the same form and manner as that of the Company, which shall be laid before the ensuing 28th Annual General Meeting of the Company along with the Company's financial statements. Further, a statement containing salient features of the financial statements of the Wholly Owned Subsidiary Company in the prescribed format AOC-I is also forms part the Annual Report.

In accordance with the Companies Act, 2013 and the provisions of Accounting Standard ('AS') 21, the consolidated financial statements of the Company form part of this Annual Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.wallstreetfinanceltd.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary Company have also been placed on the website of the Company, www.wallstreetfinanceltd.com.

PERFORMANCE AND FINANCIAL POSITIONS OF S GLOBAL INSURANCE ADVISORY LIMITED

During the FY 2014-15, S GIobal Insurance Advisory Limited has earned a total revenue of Rs. 0.56 Lacs as against Rs. 0.39 Lacs in the previous year ended 31st March 2014 and has incurred a loss of Rs. (17.32) Lacs in FY 2014-15 as compared to loss of Rs. (12.71) Lacs in FY 2013-14.

ACCOUNTS

Your Company undertakes two activities namely, Money Changing and Money Remittance Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

UPDATE ON NON-BANKING FINANCIAL COMPANIES (NBFC) PRINCIPLE BUSINESS CRITERIA

Your Company continues to be registered as a Non-Banking Finance Company (NBFC).

During the year under review, Authorized Dealer Category-II License has been renewed for a period of one year and the same will be valid till 6th January 2016. The Company is also licensed to operate the Money Transfer Services Scheme (MTSS) by the RBI and carries on the business of Money Transfer as a principal agent of Western Union.

Reserve Bank of India (RBI) had conducted an inspection of NBFC Division u/s 45 of the RBI Act, 1934 on 24th December 2013 at the Head Office of the Company and as advised by RBI, during the year the Company has submitted a roadmap and financial plan for fulfilling the principle business criteria of NBFC.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments have been disclosed in the financial statements which forms part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company had not entered into any material transaction with any of its related parties. The Policy of related party transactions and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is www. wallstreetfinanceltd.com.

Your Directors draw attention of the members to Note No. 31 to the financial statement which sets out related party disclosures.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of money remittance wherein the remittances sent from abroad are disbursed to the receiver residing in India for family maintenance and are governed by the applicable guidelines prescribed by Reserve Bank of India time to time. Within the ambit of the applicable law, the Company is taking suitable steps to increase its business.

The details of total foreign exchange earned and used are as under:

(Rs. Lacs) Particulars For the year ended 31.03.2015 31.03.2014

Earnings in foreign currency

Export of foreign currencies 5,895.03 3,350.30

Inward Remittance received - Money transfer services 374,653.00 3,78,530.00

Expenditure in foreign currency "

Travel expenses 0.86 0.96

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. 31st March 2015 and the date of the Director's report i.e. 31st July 2015.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in Section 134(3) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited. The Annual Listing Fee for the year 2015-16 has been duly paid to the stock exchange.

DIRECTORS

In terms of Section 152 of the Companies Act, 2013, Ms. Divya Tongya being longest in the office shall retire at the ensuing AGM and is eligible for re-appointment.

Mr. Sudip Bandyopadhyay resigned as Chairman of the Company with effect from 14th November 2014 due to his other preoccupations. Mr. Bandyopadhyay continues to be an Independent Director on the Board of the Company. Ms. Divya Tongya, Non-Executive Promoter Director was appointed as the Chairperson of the Company with effect from the said date.

During the year under review, in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 and based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors were appointed as Independent Directors by the Shareholders for a term of five years, who are not liable to retire by rotation:

(1) Mr. Brij Gopal Daga

(2) Mr. Madhukar Sardar

(3) Mr. Subroto Chattopadhyay (resigned w.e.f. 1st May 2015)

(4) Mr. Sudip Bandyopadhyay WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have at least one Woman Director on the Board of the Company. Your Company has two Women Directors i.e. Ms. Divya Tongya and Ms. Preeti Malhotra on the Board of the Company.

KEY MANAGERIAL PERSONNEL

The following are appointed as the Key Managerial personnel of the Company during the FY 2014-15.

(1) Mr. Arun Ajmera, Chief Executive Officer

(2) Mr. Gopal Tiwari, Chief Financial Officer (resigned w.e.f. 11th February 2015)

(3) Mr. Bharat Adnani, Chief Financial Officer (appointed w.e.f. 11th February 2015)

(4) Ms. Vandita Agarwal, Company Secretary (resigned w.e.f. 4th June 2014)

(5) Ms. Chaitali Desai, Company Secretary (appointed w.e.f. 26th November 2014)

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a Policy for performance evaluation of Independent Directors, Board, and Committees of the Board, which includes criteria for performance evaluation of the Board as a whole.

The evaluation framework for assessing the performance of the Directors comprises the following key areas:

(1) The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

(2) To review the Company's strategy annually and the Board will set the organization performance objectives based on qualitative and quantitative measures.

(3) The performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

(4) The appointment, role and responsibility of the Independent Directors is governed by the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013.

AUDITORS AND AUDITORS REPORT

M/s ASA & Associates LLP, Chartered Accountants, Mumbai, Statutory Auditors ('Auditors') of the Company, were appointed at the 27th Annual General Meeting held on 29th September, 2014 to hold office until the conclusion of the Annual General Meeting to be held in the calendar year 2017, subject to ratification of their appointment in every Annual General Meeting. The Company has received a letter from the auditors to the effect that their re-appointment, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for their re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

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 M/s D. M. Zaveri & Co. a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March 2015 is enclosed as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

During the year under review, the Company has constituted CSR Committee comprises of three members, Mr. Brij Gopal Daga, Non-Executive Independent Director, Mr. Sudip Bandyopadhyay, Non-Executive Independent Director and Ms. Preeti Malhotra, Non-Executive Director.

Since the CSR norms are still not applicable to the Company. Hence, the disclosures as per rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made. During the year no meeting was held of the CSR Committee.

NOMINATION AND REMUNERATION POLICY

The Company has devised a policy on Nomination, Remuneration and Board Diversity including criteria for determining qualifications, positive attributes, independence of a Director and other matters specified under the provisions of Section 178 of the Companies Act, 2013. The Policy also includes the criteria for nomination, appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management and to fix their remuneration.

The Nomination, Remuneration and Board Diversity Policy for Directors, Key Managerial Personnel and Senior Management is enclosed as Annexure II.

AUDIT COMMITTEE

During the year all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is described in the Corporate Governance Report which forms part of the Annual Report.

VIGIL MECHANISM

The Company formulated and implemented a Whistle Blower Policy in terms of Clause 49 of the listing agreement and Section 177(9) of the Act to provide vigil mechanism for employees to report genuine concerns or grievances. Also, provides for direct access to the Chairman of the Audit Committee, in exceptional cases. Protected disclosures can be made by a Whistle Blower through an e-mail or a letter to the Chairman of the Audit Committee or Company Secretary. The said policy is available on the website of the Company www.wallstreetfinanceltd.com.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in terms of the Clause 49 of the listing agreement.

MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the FY 2014-15. The detail information on the meetings of the Board are included in the report on Corporate Governance which forms part of the Annual Report.

COMMITTEES OF THE BOARD

The Board constituted a Corporate Social Responsibility (CSR) Committee during the FY 2014-15. There are currently six Committees of the Board, as indicated below:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders Relationship Committee

(4) Compliance and Risk Management Committee

(5) Strategy and Performance Review Committee

(6) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the report on Corporate Governance forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure III.

The Company has not paid any remuneration to its Non-Executive Directors, except payment of sitting fees for attending the meetings of the Board and Committee thereof during the FY 2014-15. The details of the same is provided in the Corporate Governance report forms part of the Annual Report.

During the year under review, none of the employees of the Company were in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no disclosure under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required.

EXTRACT OF ANNUAL REPORT

Pursuant to section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with relevant rules framed thereunder, the extract of Annual Return as on 31st March 2015 forms part of this Report as Annexure IV.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the Directors had 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) the Directors had prepared the annual accounts on a 'going concern' basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement and certain disclosures as required under the Companies Act, 2013 including the Auditors' Certificate thereon forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(VIII)(D)(1) of the Listing Agreement is enclosed separately forms part of the Annual Report.

EMPLOYEE STOCK OPTION PLAN

The Company vide shareholder's approval at annual general meeting held on 20th September 2013 issued an ESOP scheme namely "Wall Street Finance Employees Stock Option Scheme-2013" (The Scheme) under the SEBI (ESOS & ESPS) Guidelines, 1999. The Company has also obtained 'In Principle Approval' from BSE on 27th November 2013 for allotment of 11,00,000 Equity Shares at Rs.10/- each under the said Scheme.

No options were granted till date to any employees and Directors of the Company.

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

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints.

There was no complaint received form any employee during the financial year 2014-15.

REGULATORY ACTION

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operation in future.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and support provided by the Reserve Bank of India and other statutory authorities, bankers, shareholders, deposit holders, credit rating agency, business associates and the esteemed customers during the year under review. The Directors also wish to thank all the employees for their sincere efforts at all levels.

For and on behalf of the Board

Divya Tongya Date : 31st July 2015 Chairperson Place: Mumbai DIN : 00031073




Mar 31, 2014

Dear Members,

The Directors present the 27th Annual Report of your Company along with the Audited Financial Statements of Account for the year ended 31st March 2014.

OVERVIEW:

Global economy is showing signs of gradual recovery over the last few quarters. Taking cue from this recovery of the developed economies, the emerging markets are also once again on the path of slow and steady growth.

Indian Economy has also shown signs of improvement. India''s GDP marginally improved from 4.5% in 2012-13 to 4.7% in 2013-14 due to high growth in Agriculture and Allied Sectors. Inflation has also shown signs of decline. Fiscal deficit however continues to remain a concern.

Extreme volatility in the domestic currency throughout the year affected the money changing business. The sharp depreciation in the rupee affected overseas travel inspite of these volatility and adversities, your directors are happy to inform you that the Company had revealed better results in the financial year 2013- 2014. The businesses of the Company are focused on sustainable growth and profitability. Your directors are also exploring the opportunities of introducing new synergistic segments to supplement and complement our current efforts and the Money Transfer service offerings of your Company. During the year under consideration your directors had allowed foreign currency export business and continued focus on rapid increase in retail forex business.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized below:

(Rs. lacs)

Particulars For the Year ended

31.03.2014 31.03.2013

Profit before finance cost, depreciation and tax 651.47 532.35

Less: Finance cost 322.35 240.26

Profit / (Loss) before depreciation and tax 329.12 292.09

Less: Depreciation 37.35 46.45

Net Profit / (Loss) before exceptional and extra-ordinary items and 291.77 245 64 tax, prior period items & tax

Exceptional Items 3.00 (29.48)

Net Profit / (Loss) before extra-ordinary items and tax, prior period items & tax 294.77 216.16

Prior period adjustments - 6.33

Extra ordinary Items - (50.77)

Net Profit / (Loss) before tax 294.77 171.72

Less: Current tax : Current year 60.23 21.00

Less : MAT Credit entitlement (88.75) -

Less: Current tax : Earlier years 8.07 -

Less: Deferred tax (24.38) 18.20

Profit / (Loss) after tax 339.60 132.52

Particulars For the Year ended

31.03.2014 31.03.2013

Add: Balance of profit brought forward (236.36) (342.36)

Profit available for appropriation 103.24 (209.84)

APPROPRIATION - -

a) Transfer to statutory reserve 67.92 26.52

b) Transfer to reserves - contingent provision on standard asset - -

c) Transfer of profits attributable to subsidiary - -

d) Proposed dividend - - e) Tax on dividend - -

Surplus carried to balance sheet 35.32 (236.36)

During the financial year, the income from operations amounted to Rs. 3862.71 lacs as against Rs. 3410.87 lacs for the previous year, recording a marginal growth of 13.25 %. The Company has earned profit of Rs.339.60 lacs during the year as against profit of Rs. 132.52 lacs in the previous year.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The Financial Highlights are mentioned above. The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17 - Segment Reporting. The nature of Company''s activities is such that geographical segments are not separately identified.

CONSTITUTION OF COMMITTEES

During the year under consideration, your Company had constituted following committee in the Board meeting held on 30th July 2014.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):

In pursuance to the newly enacted section 135 of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014, the Board formulated a Corporate Social Responsibility Committee on 30th July 2014. The main functions of CSR Committee would be to formulate a Corporate Social Responsibility policy in accordance to which board would be accustomed to function. The Corporate Social Responsibility Committee comprises of three members including one Director Ms. Preeti Malhotra and two Independant Directors namely Mr Brij Gopal Daga and Mr. Sudip Bandyopadhyay.

UPDATE ON THE FINANCIAL IRREGULARITIES AT ONE OF THE BRANCH INFORMED IN PREVIOUS YEAR''S REPORT :

As detailed in our previous reports some fraudulent transactions at a branch in southern region led to ascertained loss of Rs. 521.61 lacs and disputed claims amounting to Rs. 280.34 lacs, against which the Company had filed insurance claim. Your directors wish to update that owing to constant and rigorous follow- ups with Insurance Company, the said claim has been processed by the regional office and is now under process with the Head Office of the Insurance Company.

The suitable legal measures taken to defend the Company''s position against the disputed claims are being pursued meticulously to arrive at favorable conclusion as soon as possible.

DIVIDEND

Considering the need to conserve cash, your directors deemed it prudent not to recommend dividend.

LISTING OF SECURITIES

The Equity Shares of the Company is presently listed on BSE Limited. The Annual Listing Fee for the year 2014-15 has been paid to the stock exchange.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March 2014 is attached as a part of the Annual Accounts of the Company.

RESOURCE MOBILISATION

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company with effect from 4th June 2010 and since then; it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits and had started repaying the fixed deposits along with the interest thereon from the Escrow Account upon their maturity.

During the year under consideration, fixed deposits amounting to Rs. 0.20 lacs were repaid. Fixed deposits outstanding as on 31st March 2014 were Rs. 3.99 lacs as against Rs. 4.19 lacs on 31st March 2013.

During the year, your Company has transferred matured unclaimed deposits to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the date they first became due for payment.

The working capital requirements of the Company are currently funded by the Company''s Bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company and efforts are always on to get facilities from the banker''s at best possible terms.

DIRECTORS

During the year under consideration, there had been no change in the constitution of Board of Directors.

Ms. Preeti Malhotra is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

The Company has pursuant to the provisions of Clause 49 of the Listing Agreement entered into with BSE Limited (BSE) appointed Mr. Sudip Bandyopadhyay, Mr. Subroto Chattopadhyay, Mr. Brig Gopal Daga and Mr. Madhukar Sardar as Independent Director(s) of the Company.

As per section 149 of the Companies Act, 2013, every listed public company is required to have at least one- third of the total number of directors as Independent Directors. In accordance with the provisions of Section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

As required under Clause 49 of Listing Agreement, brief profile, details of experience and other Directorships / Committee memberships held by the Directors, whose appointment / reappointment is due at the forthcoming

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENT:

During the year under review, a wholly owned Subsidiary Company named ''S GLOBAL INSURANCE ADVISORY LIMITED'' was incorporated on 16th July 2013.

Pursuant to the provision of section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular no. 2/2011 dated 8th February 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. The Statement relating to Subsidiary Companies pursuant to Section 212 of the Companies Act, 1956 is attached as a part of the Annual Accounts of the Company.

The annual accounts of the said subsidiary shall also be available for inspection by any member of the Company at the registered office of the Company on any working day during business hours. The Copies of the annual account of the subsidiary Company will also be made available to the Company''s investors upon request.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on representations received from the Operating Management, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departure;

ii) the relevant accounting policies are consistently applied and prudent and reasonable judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profits earned by the Company for that period;

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

iv) the Annual Accounts have been prepared on a going concern basis.

EMPLOYEES STOCK OPTION PLAN

The Company vide shareholder''s approval at previous annual general meeting held on 20th September 2013 issued an ESOP scheme namely "Wall Street Finance Employees Stock Option Scheme-2013" (THE Scheme) under the SEBI (ESOS & ESPS) Guidelines, 1999. The Company has also obtained ''In Principle Approval'' from BSE on 27th November 2013 for allotment of 11,00,000 Equity Shares at Rs. 10/- each under the said Scheme.

INFORMATION REQUIRED TO BE DISCLOSED UNDER SEBI (ESOS & ESPS) GUIDELINES, 1999

Sr WALL STREET FINANCE NO PARTICULARS EMPLOYEES STOCK OPTION SCHEME 2013

1 Options granted Nil

2 Pricing formula Not Applicable

3 Options vested Not Applicable

4 Options exercised Not Applicable

5 Total No. of shares arising as a result of exercise of options Not Applicable

6 Options lapsed Not Applicable

7 Variation of terms of options Not Applicable

8 Money realized by exercise of options Not Applicable

9 Total no. of options in force Not Applicable

10 Employee-wise details of options granted to:- Not Applicable

11 Senior managerial personnel Not Applicable

12 Any other employee who receives a grant in any one year of option amounting to 5% Not Applicable or more of options granted during that year.

13 Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital Not Applicable (excluding outstanding warrants and conversions) of the Company at the time of grant.

14 Diluted Earning Per Share (EPS) pursuant to issue of shares on exercise of option Not Applicable calculated in accordance with Accounting Standard 20.

15 Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the Not Applicable employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

16 Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options Not Applicable whose exercise price either equals or exceeds or is less than the market price of the stock.

17 A description of the method and significant assumptions used during the year to estimate the fair values of Not Applicable options, including the following weighted -average information:

(i) risk-free interest rate,

(ii) expected life,

(iii) expected volatility,

(iv) expected dividends, and

(v) the price of the underlying share in market at the time of option grant

AUDITORS

M/s ASA & Associates LLP, Chartered Accountants, Mumbai, Statutory Auditors (''Auditors'') of the Company, hold office till the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for reappointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, it is proposed to appoint the Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 30th Annual General Meeting to be held in the year 2017, subject to the ratification of their appointment at every AGM.

The Company has received letter from the auditors to the effect that their reappointment, if made would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

The notes on financial statements referred to in the auditor''s report are self explanatory and do not call for any further comments.

ACCOUNTS

Your Company undertakes two activities namely, Money Changing and Money Remittance Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

CORPORATE GOVERNANCE

As required under the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report including the Auditors'' Certificate thereon and the Management Discussion and Analysis Report forms part of this Annual Report.

GENERAL

Your Company continues to be registered as a Non-Banking Finance Company (NBFC) and follows the prudential norms of Reserve Bank of India.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues. The Company continues to use at par facility for payment of interest to fixed deposit holders. As on 31st March 2014, the Company has no overdue deposits other than unclaimed deposits of Rs. 3.99 lacs for which reminders have been sent to the concerned deposit holders.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A & B - PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of 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 and technology absorption are not applicable.

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of money remittance wherein the remittances sent from abroad are disbursed to the receiver residing in India for family maintenance and are governed by the applicable guidelines prescribed by Reserve Bank of India from time to time. Within the ambit of the applicable law, the Company is taking suitable steps to increase its business.

The details of total foreign exchange earned and used are as under:

(Rs. lacs)

Particulars For the year ended

31.03.2014 31.03.2013

Earnings in foreign currency

Export of foreign currencies 3,350.30 -

Inward Remittance received - Money transfer services 3,78,530.00 327,710.00

Expenditure in foreign currency

Travel expenses 0.96 0.40

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered by the provisions of Section 217(2A) of the Companies Act, 1956. Hence no disclosure under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is required.

APPRECIATION

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and support provided by the Reserve Bank of India and other statutory authorities, bankers, shareholders, deposit holders, credit rating agency, business associates and the esteemed customers during the year under review. The Directors also wish to thank all the employees for their sincere efforts at all levels.

Registered Office: By Order of the Board Spice Tower, CTS-R10, Phase II, Anand Nagar, New Link Road, Jogeshwari (West), Sudip Bandyopadhyay Mumbai - 400 102. Chairman Date : 30th July 2014 DIN: 00007382


Mar 31, 2013

To The Members of Wall Street Finance Limited,

The Directors present the 26th Annual Report of your Company along with the Audited Statements of Accounts for the year ended 31st March 2013.

OVERVIEW

The financial year 2012-13 continued to witness slowdown in the global economy with sovereign debt crisis in Europe significantly contributing to the economic and business uncertainties. The ''risk off'' mode of global investors also led to slowdown in capital inflows into emerging economies like India. Domestic policy uncertainties and economic slowdown led to significant fall in our GDP growth rates.

Slowdown in global economic activities specifically in the developed countries led to less Indian immigration into these countries. Our segment of business also got affected due to emerging technologies which are competing with our products. Large fiscal deficit coupled with aggravated current account deficit fueled significant volatility in the currency market. Extreme volatility in the domestic currency throughout the year affected the money changing business. The sharp depreciation in the rupee affected overseas travel.

Inspite of the challenging environment, your directors are happy to inform you that the corrective actions taken during the end of Financial Year 2011-12, had revealed positive results in the financial year 2012-2013. The businesses of the Company are now strongly positioned and focused on sustainable growth and profitability. Your directors are also exploring the opportunities of introducing new synergistic segments to supplement and complement our current efforts and the Money Transfer service offerings of your Company.

During the year under consideration your directors had continued with the policy of no foreign currency export business and restructured the business model for forex by changing its focus from mainly wholesale and export oriented business to retail oriented business. With a renewed focus on retail forex business, your Company has already entered into the tie-ups with various banks like American Express, ICICI Bank etc. in order to sell forex prepaid cards offered by them.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized below: ]

(Rs. lacs) Particulars For the year ended 31.03.2013 31.03.2012

Profit before finance cost, depreciation and tax 502.87 74.08

Less: Finance cost 240.26 312.78

Profit / (Loss) before depreciation and tax 262.61 -238.70

Less: Depreciation 46.45 63.46

Net Profit / (Loss) before exceptional and extra-ordinary Items and 216.16 -302.16 tax

Prior period adjustments 6.33 16.01

Extra ordinary items 50.77 66.38

Net Profit / (Loss) before tax 171.72 -352.53

Less: Current tax : Current year 21.00

Less: Current tax: Earlier years 17.15

Less: Deferred tax 18.20

Profit / (Loss) after tax 132.52 -369.68

Add: Balance of profit brought forward -342.36 29.44

Profit available for appropriation -209.84 -340.24

APPROPRIATION

a) Transfer to- statutory reserve -26.52

b) Transfer to reserves - contingent provision on standard asset -2.12

c) Transfer of profits attributable to subsidiary

d) Proposed dividend

e) Tax on dividend

Surplus carried to balance sheet -236.36 -342.36

During the financial year, the income from operations amounted to Rs. 3410.87 lacs as against Rs. 3282.12 lacs for the previous year, recording a marginal growth of 3.92%. The Company has earned profit of Rs. 132.52 lacs during the year as against loss of Rs. 369.68 lacs in the previous year.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The financial highlights are mentioned above. The Company is engaged primarily in the business of forex and money transfer and hence, there is no separate reportable segment within the criteria defined under Accounting Standard 17 - Segment Reporting. The nature of Company''s activities is such that geographical segments are not separately identified.

CONSTITUTION OF COMMITTEES:

During the year under consideration, your Company had constituted following Committees in its Board Meeting held on 6th August 2012.

a) Strategy and Performance Review Committee: The Committee shall review overall business performance of the Company, consider new business proposals and analyze them and lay down the strategy to promote the current businesses (Money Transfer, Retail Forex and Outward Remittance) of the Company.

b) Compliance and Risk Management Committee: The Committee shall lay down the framework for mitigating Financial, Operational, Forex & Treasury and Compliance Risks, Monitoring the Regulatory Compliances from time to time and suggest ways and means to strengthen internal controls.

UPDATE ON THE FINANCIAL IRREGULARITIES AT ONE OF THE BRANCH INFORMED IN PREVIOUS YEAR''S REPORT:

As detailed in our previous report, about some fraudulent transactions at a branch in southern region which led to the ascertained loss of Rs. 522 lacs and the disputed claims amounting to Rs. 280 lacs, against which the Company had filed insurance claim, your directors wish to update that owing to constant and rigorous follow-ups with Insurance Company, the said claim has been processed by the regional office and is now under process with the Head Office of the Insurance Company.

The suitable legal measures taken to defend the Company''s position against the disputed claims are being pursued meticulously to arrive at favorable conclusion as soon as possible.

DIVIDEND

Considering the need to conserve cash, your directors deemed it prudent not to recommend dividend.

During the year under consideration, your Company has pursuant to the section 205C of the Companies Act, 1956, transferred the entire amount of unclaimed dividend for the year 2005-2006 to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the dates they became first due for payment.

RESOURCE MOBILISATION

Your Company was converted into Non-Deposit Accepting Non-Banking Finance Company with effect from 4th June 2010 and since then, it had stopped accepting fresh fixed deposits and also renewing existing fixed deposits and had started repaying the fixed deposits alongwith the interest thereon from the Escrow Account upon their maturity.

During the year under consideration, fixed deposits amounting to Rs. 6.68 lacs were repaid. Fixed deposits outstanding as on 31st March 2013 were Rs. 4.19 lacs as against Rs. 10.87 lacs on 31st March 2012.

During the year, your Company has transferred matured unclaimed deposits to the Investor Education and Protection Fund on account of it remaining unclaimed for a period of seven years from the date they first became due for payment.

The working capital requirements of the Company are currently funded by the Company''s Bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company and efforts are always on to get facilities from the bankers at best possible terms.

DIRECTORS

During the year under consideration, there had been no change in the constitution of Board of Directors. Mr. Subroto Chattopadhyay, due to his other pressing commitments, requested the Board to relieve him from the Chairmanship of the Company to which the Board has agreed. He continues to be the Non-Executive Independent Director on the Board.

Mr. Sudip Bandyopadhyay, considering his Industry experience was appointed as a Chairman in place of Mr. Subroto Chattopadhyay with effect from 23rd November.2012.

Mr. Sudip Bandyopadhyay and Mr. Subroto Chattopadhyay, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

As required under Clause 49 of Listing Agreement, brief profile, details of experience and other Directorships / Committee memberships held by the Directors, whose appointment/re-appointment is due at the forthcoming Annual General Meeting (AGM) of the Company, forms part of the Notice convening AGM.

SUBSIDIARY COMPANY

The Company had no subsidiary company at any point of time during the financial year 2012-13.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA)of the Companies Act, 1956, the Directors, based on representations received from the Operating Management, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed, alongwith proper explanation relating to material departure;

ii) the relevant accounting policies are consistently applied and prudent and reasonable judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profits earned by the Company for that period;

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

iv) the Annual Accounts have been prepared on a going concern basis.

AUDITORS

M/s ASA .& Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re- appointment.

ACCOUNTS

Observations in the Auditor''s report read with relevant notes forming part of the accounts are self- explanatory.

Your Company undertakes two activities namely, Money Changing and Money Remittance Services. The Company follows prudential norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

CORPORATE GOVERNANCE

As required under the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report including the Auditors'' Certificate thereon and the Management Discussion and Analysis Report form part of this Annual Report.

GENERAL

Your Company continues to be registered as a Non-Banking Finance Company (NBFC) and follows the prudential norms of Reserve Bank of India.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues. The Company continues to use at par facility for payment of interest to fixed deposit holders. As on 31st March 2013, the Company has no overdue deposits other than unclaimed deposits of Rs. 4.19 lacs for which reminders have been sent to the concerned deposit holders.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A - CONSERVATION OF ENERGY: Not Applicable

PART B-TECHNOLOGY ABSORPTION: Not Applicable

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is into the business of money remittance wherein the remittances sent from abroad are disbursed to the receiver residing in India for family maintenance and are governed by the applicable guidelines prescribed by Reserve Bank of India from time to time. Within the ambit of the applicable law, the Company is taking suitable steps to increase its business.

The details of total foreign exchange earned and used are as under:

(Rs. lacs) Particulars For the year ended 31.03.2013 31.03.2012

Earnings in foreign currency

Export of foreign currencies 38,445.25

Inward Remittance received - Money transfer services 327,710.00 2,24,692.00

Consultancy services & commission

Expenditure in foreign currency Travel expenses 0.40 4.46

PARTICULARS OF EMPLOYEES

None of the employees of the Company are covered by the provisions of Section 217(2A) of the Companies Act, 1956. Hence no disclosure under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is required.

APPRECIATION

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and j support provided by the Reserve Bank of India and other statutory authorities, bankers, shareholders, deposit I holders, credit rating agency, business associates and the esteemed customers during the year under review. The Directors also wish to thank all the employees for their sincere efforts at all levels. -

Registered Office: For and on behalf of the Board

Spice Tower, CTS-R10,

Phase II, Anand Nagar,

New Link Road, Jogeshwari (W),

Mumbai - 400 102 Sudip Bandyopadhyay

Date : 10th May 2013 Chairman


Mar 31, 2010

The Directors are pleased to present the 23rd Annual Report of your Company along with the Audited Statements of Account for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarised below:

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

Profit before interest, depreciation and tax 430.44 772.13

Less: Interest 432.65 469.96

Profit / (Loss) before depreciation and tax (2.21) 302.17

Less: Depreciation 83.75 74.76

Net profit / (Loss) before tax (85.96) 227.41

Less: Provision for tax:

a) Income tax - 26.00

b) Fringe benefit tax - 16.25

Profit / (Loss) afiter tax (85.96) 185.16 Add: Balance of profit brought forward 171.54 171.32

Profit available for appropriation 85.58 356.48

APPROPRIATION

a) Transfer to statutory reserve - 37.03

b) Short provision of tax for earlier year - 11.90

c) Short provision of interest for earlier year 19.86 -

d) Transfer of profits attributable to Subsidiary 9.87 -

e) Proposed dividend 23.25 116.25

f) Tax on dividend 3.86 19.76

Surplus carried to balance sheet 28.74 171.54

OPERATIONS

Your Company is an Authorised Dealer -Category II and thus is an Authorised Money Changer licensed by the Reserve Bank of India (RBI). The Company is also licensed to operate the Money Transfer Service

System (MTSS) by the RBI and carries on the business of Money Transfer as a Principal Agent of Western Union Financial Services Incorporation, the world leaders in the Money Remittance business. Your Company is also a Non Banking Finance Company (NBFC) licensed by the RBI. Money Transfer and Money Changing are the principal businesses carried on by the Company.

During the year 2009-10, the international economies continued to feel effects of the economic slowdown and sub-prime crisis. The Money Transfer industry was hit by the Dubai crisis while the Outward Remittance business was shaken by student troubles in Australia and the modification of eligibility criteria for students in the UK. The money changing industry witnessed record low volumes due to continuous strengthening of rupee against the US dollar and weakening of other major currencies like Euro and GBP in the international markets. All these factors affected the performance of the Company during the year under review.

However, the new management was quick to react and various corrective measures were implemented to strengthen the operations. The measures taken for the Money Transfer business included realignment of manpower and mapping of sub agent locations with branches, decentralization of the process of appointment of new agents, improved call centre services, improved branding and marketing activities for sub agents etc. For the Forex business corrective measures included greater focus on retail forex, placing of a margin cap on wholesale forex transactions, further tightening of cash, bank and forex management and monitoring the stocks and volumes of currencies on daily basis, streamlining of treasury processes to ensure lesser exposures and risk, encouraging local sales with promotional activities and personalized services.

The effects of the corrective actions have started to show and the results for the quarter ended 30th June 2010 are quite heartening as compared to results for the previous quarter.

The management intends to further develop and expand Money Transfer business which is the niche area of activity of the Company. Money Transfer and Outward Remittance activities will be the focus areas in the future. Plans are on the anvil to enhance the foot print of sub agent locations for the Money Transfer business from 4,364 to 7,500 during the current year. Similarly, the branch network also is proposed to be enhanced from 61 to 73 during the current year.

The management is also scouting the opportunities to enter in to the business of marketing of insurance products. The new promoters are committed to the growth of the Company in organic as well as inorganic manner and are confdent of the synergies of the business of the Company with the existing mobility business of the Group which can be developed in future at an opportune time.

The short term as well as long term outlook for the Company is positive. The management intends to drive home the advantages which are at its disposal to uplifit the performance of the Company.

Detailed information about the operations of the Company is incorporated in the Management Discussion and Analysis Report. The Financial Highlights are mentioned above while the segment wise performance is mentioned in Schedule P annexed to the Annual Accounts.

CHANGE IN THE PROMOTERS

On 7th September 2009, Spice Investments and Finance Advisors Pvt. Ltd. (SIFAPL) acquired from a constituent of the group known as the House of Patels, the then Promoters of the Company, and from the open market, 59,28,650 equity shares constituting 51% of the share capital of the Company. SIFAPL acquired further 12,43,852 equity shares on 8th October 2009 thus taking their holding to 61.70% of the share capital of the Company.

Consequent upon acquisition of majority stake, on 8th September 2009, SIFAPL gave an open offer to the shareholders of the Company under Regulations 10, 12 and other applicable provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The open offer closed on 8th February 2010 and, from that date, SIFAPL along with other constituents of the SPICE group of companies, as named in the open offer document, became the new promoters of the Company. The House of Patels ceased to be the Promoters of the Company.

Afiter acquiring 51,392 equity shares offered by the shareholders of the Company in the open offer, SIFAPL now holds 72,23,894 equity shares constituting 62.14% of the share capital of the Company.

The shareholders by way of a postal ballot approved the change in the name of the Company from Wall Street Finance Limited to Spice Money Limited. The results of the postal ballot were declared on 11th January 2010. The full details of the same are mentioned in the Corporate Governance Report.

The new Promoters (SPICE group) decided to allow the Company the use of SPICE Money brand while retaining its existing name. Considering this the management has, for the time being, decided to retain the name of the Company, and no further steps were initiated for change of name.

As mentioned above, during the year under consideration, SIFAPL acquired a majority stake in the Company and, consequently, the Company has become a subsidiary of SIFAPL under the provisions of section 4(1) (b)(ii) of the Companies Act, 1956.

CHANGE IN THE REGISTERED OFFICE

With effect from 12th October 2009, the Registered office of the Company was shifited from ?"Natasha", 52 Hill Road, Bandra (West), Mumbai - 400 050 TO Unit no. 101-112, First Floor, Chintamani Plaza, Andheri-Kurla Road, Chakala, Andheri (East), Mumbai - 400 099.

RESOURCE MOBILISATION

With an objective to reduce the dependency on fixed deposit as a tool for resource mobilisaton, your Company had stopped accepting fresh fixed deposits and also renewing existing fixed deposits. During the year under consideration, the Company deposited the entire amount of fixed deposits due, along with the interest thereon, in an Escrow account. The fixed deposits are being repaid from this account upon their maturity. Consequently, the Companys status was changed from deposit accepting NBFC to non-deposit accepting NBFC.

During the year under consideration, fixed deposits amounting to Rs. 364.68 lac were repaid. Fixed deposits outstanding as on 31st March 2010 were Rs. 143.13 lac as against Rs. 507.81 lac on 31st March 2009.

The working capital requirements of the Company are currently funded by Companys bankers at a reasonable cost. Various strengthening and tightening measures employed by the management have resulted in better utilization of the existing credit facilities available to the Company from Companys bankers which has had a effect of reducing the cost of the funds for the Company.

SUBSIDIARY COMPANY

The annual accounts for the year ended 31st March 2010 of Goldman Securities Private Limited (GSPL), the wholly owned subsidiary of the Company, together with other documents as required under section 212 (1) of the Companies Act, 1956, (the Act) form part of this Annual Report. A statement of Companys interest in the subsidiary company, as required under section 212 (3) of the Act, is attached with this report.

STATUS OF DEMERGER OF INSTANT CASH DIVISION

The Honble High Court of Judicature at Bombay, on 17th July 2009, approved the scheme of arrangement for the transfer of the Instant Cash division of the Company to GSPL. The Scheme became effective upon fling of the certifed copy of the scheme with the Registrar of Companies, Maharashtra at Mumbai on 24th August 2009.

DIVIDEND

In spite of the loss for the year under consideration, your Board of Directors recommend a dividend of Re. 0.20 per share which will be paid out of the accumulated balance in the profit and loss account. The dividend, if approved by shareholders at the forthcoming Annual General Meeting, will be paid to those shareholders whose names appear in the Register of Members as on the date of the Annual General Meeting.

DIRECTORS

During the year ended 31st March 2010, following changes took place in the Board of Directors of the Company:

Mr. Satya Pal Talwar ceased to be a Director upon resignation w.e.f. 20th July 2009.

Mr. Rajnikant Patel ceased to be a Director upon resignation w.e.f. 26th August 2009.

Mr. Sudip Bandyopadhyay ceased to be a Director upon resignation w.e.f. 2nd September 2009.

Mr. Brij Gopal Daga, Mr. Jawahar Wattal and Ms. Shefali Shah were appointed as Additional Directors w.e.f. 3rd September 2009.

Mr. P. S. G. Nair ceased to be a Director upon resignation w.e.f. 7th October 2009.

On 9th October 2009, Mr. Asgar Patel ceased to be a Director and the Chairman of the Board of Directors and Mr. Areef Patel ceased to be a Director, upon resignations. Dr. Bhupendra Kumar Modi was appointed as an Additional Director and the Chairman of the Board of Directors and Ms. Divya Modi, Ms. Preeti Malhotra and Mr. Subroto Chattopadhyay were appointed as Additional Directors from that date.

On 24th November 2009, Mr. Sudip Bandyopadhyay and Mr. Thomas Zilliacus were appointed as Additional Directors of the Company.

On 9th February 2010 Dr. Bhupendra Kumar Modi ceased to be an Additional Director and the Chairman of the Board of Directors and Mr. Dilip Modi was appointed as an Additional Director and the Chairman of the Board of Directors from that date.

Mr. Bhaskar Rao P. ceased to be a Whole-time Director and Director w.e.f. 19th February 2010, upon resignation.

The Board of Directors of the Company was re-constituted on 6th May 2010. Mr. Ashok Kumar Goyal has been appointed as an Additional Director and the Chairman of the Board of Directors and Mr. Rajeev Maheshwari, Mr. R. L. Ahuja and Mr. M. R. Sardar were appointed as Additional Directors of the Company.

Mr. Dilip Modi, Ms. Divya Modi, Ms. Preeti Malhotra, Mr. Jawahar Wattal, Mr. Subroto Chattopadhyay, Mr. Sudip Bandyopadhyay and Mr. Thomas Zilliacus have ceased to be the Directors of the Company upon resignations with effect from 6th May 2010.

Mr. Rajeev Maheshwari, by virtue of being in the employment of the Company, became a Whole-time Director upon his appointment as an Additional Director. The appointment of Mr. Rajeev Maheshwari is subject to the approval of the shareholders at the ensuing Annual General Meeting and is a part of the business to be transacted at the said meeting.

The Board of Directors wish to put on record their sincere appreciation for the contribution of all the Directors who have ceased to be Directors during the year under consideration.

All the present Directors were appointed as Additional Directors with effect from 6th May 2010. The Company has received notice under section 257 of the Companies Act, 1956, along with necessary deposits, proposing the candidature of Mr. Ashok Kumar Goyal, Mr. Brij Gopal Daga, Mr. M. R. Sardar, Mr. Rajeev Maheshwari, Mr. R. L. Ahuja and Ms. Shefali Shah as Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors, based on representations received from the operating management, confrm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed, unless otherwise stated in the notes to accounts;

ii) the relevant accounting policies are consistently applied and reasonable, prudent judgements and estimates are made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2010 and of the loss incurred by the Company for the year ended on that date;

iii) proper and suffcient 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.

AUDITORS

The Board of Directors at their meeting held on 29th October 2009 appointed M/s ASA & Associates, Chartered Accountants, Mumbai as the Statutory Auditors of the Company in the casual vacancy caused by the dissolution of Anil A. Mehta & Co., the previous Statutory Auditors of the Company.

Pursuant to the provisions of section 224(6)(a) of the Companies Act, 1956, M/s ASA & Associates hold the office of the Statutory Auditors only up to the conclusion of the ensuing Annual General Meeting. A proposal to appoint ASA & Associates as the Statutory Auditors is submitted for the approval of shareholders at the ensuing Annual General Meeting and is one of the businesses to be transacted at the said meeting. ASA & Associates have conveyed that, if approved at the said meeting, their appointment will be within the limits prescribed under section 224(1 -B) of the Companies Act, 1956.

ACCOUNTS

Your Company undertakes two activities namely, Foreign Exchange and Inward Money Remittance Services in addition to its erstwhile financial services activities. In case of financial services activities, the Company follows Prudential Norms prescribed by the Reserve Bank of India in addition to generally accepted accounting principles and standards.

CORPORATE GOVERNANCE

As required under the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report including the Auditors Certifcate thereon and the Management Discussion and Analysis Report form part of this Annual Report.

Disclosures required under sub-clause IV of clause (C) of Section II of Part II of Schedule XIII of the Companies Act, 1956 are made below:

1. The Company does not pay any remuneration to its non executive directors. The elements of the remuneration package payable to Mr. Rajeev Maheshwari, Whole-time Director are detailed out in the explanatory statement annexed to the notice of the ensuing Annual General Meeting which is a part of this Annual Report;

2. Various components of the remuneration payable to Mr. Rajeev Maheshwari, Whole-time Director, including the fixed component and performance linked incentives along with the performance criteria, are detailed out in the explanatory statement annexed to the notice of the ensuing Annual General Meeting, as mentioned above;

3. The detailed terms and conditions of the appointment of Mr. Rajeev Maheshwari as the Whole-time Director, including the tenure of appointment, the remuneration payable to him, notice period etc. are comprised in a agreement which will be executed upon the approval of the shareholders which is sought in the ensuing Annual General Meeting. The said terms and conditions are also detailed out in the explanatory statement annexed to the notice of the ensuing Annual General Meeting, as mentioned above.

4. No severance fees is payable to Mr. Rajeev Maheshwari under the said Agreement.

5. No stock options have been offered to Mr. Rajeev Maheshwari.

GENERAL

Your Company continues to be registered as a Non-Banking Finance Company (NBFC) and follows the prudential norms of Reserve Bank of India.

Your Company continues to honour, within prescribed time, all its obligations with respect to payment of interest on fixed deposits and borrowings, repayment of fixed deposits and payment of statutory dues. The Company continues to enjoy at par facility for payment of interest to fixed deposit holders. As on 31st March 2010, the Company has no overdue deposits other than unclaimed deposits of Rs. 14.22 lacs for which reminders have been sent to the concerned deposit holders. The Company does not have any unclaimed deposits which are required to be transferred to the Investor Education and Protection Fund.

PARTICULARS REQUIRED TO BE FURNISHED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

PART A - CONSERVATION OF ENERGY: Not Applicable

PART B - TECHNOLOGY ABSORPTION: Not Applicable

PART C - FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars Year ended Year ended 31st March, 2010 31st March 2009 (Rs. in lacs) (Rs. in lacs)

Earnings in foreign currency

Export of foreign currencies 1,49,553 1,51,415

Inward Remittance received - Money transfer services 2,17,728 2,41,559

Consultancy services & commission 91 25

Expenditure in foreign currency

Travel expenses 2.77 0.42

PARTICULARS OF EMPLOYEES

A statement giving particulars required to be disclosed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended to date, is annexed to this report.

APPRECIATION

Your Directors would like to place on record their sincere appreciation and gratitude for the guidance and support received from the Reserve Bank of India and other statutory authorities, our bankers, shareholders, deposit holders, credit rating agency, business associates and our esteemed customers during the year under review. The Directors also wish to thank all the employees for sincere efforts put in by them at all levels.

Registered office: For and on behalf of the Board

Unit No. 101-112, 1st Floor,

Chintamani Plaza, Ashok Kumar Goyal

Andheri - Kurla Road, Chairman

Chakala, Andheri (East),

Mumbai - 400 099. Rajeev Maheshwari

Dated: 31st July 2010 Whole-Time Director

 
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