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Directors Report of Wallfort Financial Services Ltd.

Mar 31, 2016

Dear Members,

The Board of Directors hereby presents the report of the business and operations of your Company, along with the audited financial statements. for the financial year ended March 31,2016.

Summary of operation a/res u its

The financial results of the Company for the year ended March 31, 2016 as compared to that of previous year are summarized as under

PARTICULARS

Financial Year 2015-16

Financial Year 2014-15

Revenue from operations

167.422,769

357,227,044

Profit before exceptional and extraordinary items and tax

95,669,959

300,036,319

Profit after tax

72,261,775

242,331,752

Company''s Affairs

Your Company has earned a total business revenue of Rs 180,893.292/- and the net profit of Rs 72,261,775/“ for the financial year 2015-16 as against the revenue of Rs 368,551.450/- and profit of Rs. 242,331.752/- in the previous financial year ended March 31,2015.

Transfer to reserves

No amounts have been transferred to any reserves during the financial year20l 5-16.

Dividend & Transfers to IEPF

Your Board does not recommend any dividend for the financial year ended March 31, 2016. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.

Change In the nature of business

No changes occurred in the nature of business during the financial year ended March 31. 2016 and till the date of issue of this report. -

Deposits

The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date-

Internal Financial Control (IFC}

Your company''s internal control system (including Internal Financial Controls and with reference to Financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization and the protection of the Company''s assets.

The Company has appointed M/s. H N Bafna & Co. Chartered Accountants as the Internal Auditors as mandated under Section 1 38 of the Companies Act. 2013 for conducting the Internal Audit of the Company.

Significant and material orders

There are- no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company,

Subsidiaries, Joint Ventures and Associate Companies

Your Company does not have any subsidiaries or associate companies: also it has not entered into any joint venture agreements with any other entities.

Share Capital

The Company has not issued any securities during the financial year20l5-l6.

a) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2015-2016;

b) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2015 - 2016;

c) Issue of Employee Stock Options; The Company has not issued any Employee Stock Options during the Financial Year20l5-2016.

Statutory Auditors

M/s. Kochar & Associates, Chartered Accountants, statutory auditors of the Company holds office as such till the conclusion of the 21 Annual General Meeting of the Company.

The audit committee of the Company has recommended their appointment as the statutory auditors of the company to conduct the statutory audit for the financial year ending on March 31. 2017. Certificate from the auditors with respect to the same has been received to the effect that [here appointment, if made, will be within the limits as prescribed under Section 139 of the Companies Act, 2013,

On the basis of recommendations made by the members of the audit committee, your Board recommends their appointment as the statutory auditors of the company to conduct the statutory audit for the financial year ending on March 31.2017.''

Auditor''s Report

The statements made by the auditors in their report are self-explanatory and doesn''t require any comments by the Board of directors.

Secretarial Auditor

M/s. Priti J, Sheth & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under section 204 of the Companies Act, 2013 and the rules framed there under. The- Secretarial Audit Report for the financial year 2015-16 forms part of the Annual Report as “Annexure A to the Board''s Report, the Board has appointed M/s. Priti J. Sheth & Associates, Practicing Company Secretaries as secretarial auditor of the Company for the financial year 2016-17,

Directors comment on qualification or observation

Our secretarial auditors have qualified their report for non-compliance with regards to appointment of a Company Secretary in whole-time employment as mandated under the provisions of Section 203 o; the Companies Act, 2013 and Company Secretary to act as compliance officer of the Company as required under SEBI (LODR) Regulations, 2015.

Explanation: Our Company is in search of favourable candidate to be appointed as a Company secretary and was unable to find the same during the year under review.

Auditor’s certificate on corporate governance

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. the auditors'' certificate on corporate governance is enclosed as ''Annexure B” to the Board''s report. The auditor’s certificate for the financial year ended March 31, 2016 does not contain any qualification, reservation or adverse remarks.

Directors and Key Managerial Personnel

a) Appointments

Mr, Ritesh Chandalia (DIN - 07331596) was appointed as an Additional Non-executive Independent Director of the Company at the meeting of Board of Directors held on March 09. 2016. The said appointment is up to the conclusion of the 21 ''Annual General Meeting of the Company and the company seeks approval of the members for appointing him as a Non Executive Independent Director for 5 cors executive year''s w. e f, 09 M arch. 2016.

b) Re-appointments

During the financial year 2015-16. tenure of Mr. Manoj Bharadia (DIN ¦ 00035305} as Whole-time director of the company expired on October 30, 2015. The Board of directors at their meeting held on October 27, 2015 appointed him as Whole-Time Director for term of 5 years w.e.f. November 01,2015 and the same is to be approved by the members at the 21 ''''AGM.

Further, Mr, Doepak Lahoti (DIM - 01785511) retires by rotation at the 2 T AGM of the Company, Being eligible he has offered himself for re-appointment. The Board of Directors recommend to the members to re-appointment at the 21st AGM.

c) Resignations

Mr. Vijay Gaggar [DIN - 00252600) resigned as independent director of the Company with effect from March 09.2016. The Board places on record its appreciation for the services rendered by him during his tenure with the Company,

Declaration by independent directors

The Company has received necessary declarations from the independent directors under Section 149(7) of the Companies ACS, 2013 stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Familiarization programme for independent directors

All new independent directors appointed on the Board attend a familiarization programme details of which are available on our website (www.wallfort.com).

After appointment a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities format of which is available on our website (www. wallfori.com).

Board evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

a) Board dynamics and relationships

b) Information flows

c) Decision making

d) Relationship with stake holders, etc.

The Companies Act, 2013 states that an annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance of evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

Extract of Annual Return

in accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013. an extract of Annual Return in Form MGT-9 is appended as" Annexure C" to the Board''s Report.

Corporate Section 31 Responsibility [C SR)

In accordance with the provisions of Section 135 of the Companies Act, 2013. the details with regards to CSR Expenditure incurred by the Company during the financial year 2015-16 is annexed herewith as Annexure D’\ However, the Company has not spent the entire amount as required as it was in search of avenues for incurring the same. The CSR policy of the Company is available on the website (www.wallfort.com).

Number of meetings of the Board

The Board met six times during the financial year, the details of which are given in the Corporate governance report and details as required under Standard 9 of Secretarial Standard 1 on Board Meetings are attached as "Annexure E". The maximum interval between any two meetings did not exceed 120 days, as prescribed to the Companies Act, 2013.

Committees of the Board

Currently, the Board has four committees: the audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee, and the Stakeholders'' Grievance Committee.

The details of the committees or Board is as detailed in the Corporate governance report which forms a part of the Annual Report.

Details of transactions entered by the Company with non-executive directors

During the year under review the Company has not entered into any transactions with the non-executive directors apart from sitting fees paid to them for attending Board and Committee meetings.

Particulars of loans, guarantees or investments under section 136 of the Companies Act, 2013

The Company has not given any loan, guarantee or provided any security in connection with a loan to any other body corporate or person exceeding the specified limits mentioned under section 185(2} of the Companies Act, 2013.

Further, details of investments made by the Company during the year under review form a part of the financial statements.

Related Party Transactions

The details or Related Party Transactions entered into by the Company which are at Arm''s Length Price and in Ordinary Course of Business are provided in Notes to Accounts of the Financial Statements, Further details of transactions at Arm''s Length Price are annexed hereto in form AOC-2.

Further the Company does not have any holding and subsidiary Company and therefore the related party disclosures as required to be given under Part A of Schedule V of SEBI (LOD R) Regulations. 2015 arc not applicable.

Particulars of remuneration to directors, key managerial person sand employees

The ratio of the remuneration of each director to the median employee''s remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of The Board Report as “Annexure Fv,

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under sub-section (3}(m) of Section 134 of the Companies Act. 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure G” to the Board''s report.

Policy on director''s appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence or the Board, and separate its functions of governance and management. On March 31, 2016 the Board consists of eight members, four of which are executive whole-time directors, and other four are independent directors.

The policy of the Company on director''s appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3} of the Companies Act, 2013 is available on our website (www,watlfbrt:^om). There has been no change in ihe policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 mandated the formulation of certain policies for all listed companies All our corporate governance policies are available on our website (www. wa/Zfort. com), The policies are re viewed periodically by the Board and updated based on need,

Listing Agreement

The Securities and Exchange Board of India (''SEBI''), on September 2, £015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with a view to consolidate and align the provisions of Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations became effective on December 1. 2015 and accordingly all the listed entities were entitled to execute the new listing agreement within six months from the effective date.

The Company entered into the same with BSE Limited on February, 2010.

Green initiatives

Electronic copies of the Annual Report 2015-16 and notice of the 21st Annual General Meeting shall be sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies shall be sent in the permitted mode.

Corporate governance

Our Corporate governance philosophy: Your Company''s philosophy on Corporate Governance has been to ensure fairness to the shareholders with full transparency and to enhance and retain investor trust. We always seek to insure that our performance is driven by integrity.

Our Corporate governance report for the financial year ended on March 31, 2016 forms a part of this Annual Report.

Management discussion and analysis

The report on management discussion and analysis as per the SEBI Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report.

Director''s responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors of the Company confirm that:

1. In the preparation of the Annual Accounts for the year ended 31st March 2016, the applicable Accounting Standards have been followed and there are no material departures;

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31" March. 2016 and of the profit and loss of the Company for the year ended as on that date;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with [he provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

5. The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Acknowledgements

The Board of Directors of acknowledge the continued support and co-operation extended by the statutory authorities. Government authorities, bankers, stock exchange, stakeholders and employees of the Company.

By Order of the Board

For Wallfort Financial Services Limited

Sdl-

Ashok Bharadia

Chairman & Managing Director

(DIN— 00407030)

Date: 11th August, 2016

Place- Mumbai


Mar 31, 2014

Dear Members.

The Directors'' have pleasure in presenting their 19th Annual Report together with the Audited Statem ent of Accounts for the year ended March 31 st 2014.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31st 2014 compared to the previous year are summarized below:

(Rs. in millions)

PARTICULARS Years Ended Years Ended 31.03.2014 31.03.2013

Gross Profit ( ) Loss (-) After Interest But Before 24.38 (39.13)

Depriciation & Taxation

Depreciation (3.01) (3.23)

Profit Before Income Tax After Depreciation 21.37 (42.36)

Short Provision of Earlier Years - -

Prior Period Expenses - -

Provision For Taxation (0.47) (18.40)

Net Profit After Tax 21.85 (23.96)

PERFORMANCEAND FUTURE PROSPECTS

The performance of the Company has been satisfactory due to good market condition. The Company has seen some gains from the investing/trading of shares and securities. The Stock markets have been showing positive signs and it is expected that the trend shall continue in future.

DIVIDEND

The Directors do not recommend any dividend for the Financial Year ended 31 stMarch, 2014.

SHIFTING OF REGISTERED OFFICE

During the Financial year 2013-14, the registered office of the company shifted from 205, Gundecha Chambers, N.M.Road, Fort, Mumbai to 205A, Hari Chambers, S B Marg, Fort, Mumbai, that is within t he local limits and the same Jurisdiction.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with the stock Exchanges, a report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance thereto, is given in Annexure to this Report.

DIRECTORS

Duri ng the year under review, there were changes i n the Composition of Board of Di rectors.

Mr. Anil Parekh and Mr.Anil Jain resigned from the Board with effect from 28thApril 2014.

Mr. Ashok Bharadia was appointed as the new Chairman and the Managing Director of the Company with effect from 28thApril 2014, for a period of 5 consecutive years. The approval of the shareholders fo r his appointment is being sought at the forthcoming AGM.

Mr. Deepak Lahoti and Mr. Yash Golechha were appointed as Wholetime Director for a further period of 3 years w. e. f. April 1,2014. The approval of the shareholders for their appointment is being sough t at the forthcoming AGM

It is proposed to appoint Mr. Promod Gupte (DIN-02804813), Mr. Ajay Mantri (DIN- 01600060), Mr Vijay Gaggar (DIN - 00252600) and Mr. Krishnagopal Biyani DIN - 01319264),as Independent Directors for a fresh period of 5 consecutive years to comply with the provision of Section 149, 150, 152 and any o ther applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 of Company.

In accordance with provisions of Companies Act, 2013 Mr. Yash Golechha retires by rotation at ensuing Annual General Meeting and being eligible has offered himself for reappointment. The Board recommen ds his re- appointment at Annual General Meeting.

Brief details of the Directors being reappointed have been incorporated in the Notice for the ensui ng Annual General Meeting pursuant to Clause 49(iv) (g) (i) of Listing Agreement.

AUDITORS

The Statutory Auditors M/s. Kochar & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment if made, would be within limits prescribed under Section 139 of the Companies Act, 2013.

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGAND OUTGO.

In the view of the nature of activities being carried on by the Company, Rules 2A and 2B of the Com panies (Disclosure of Particulars in the Rfeport of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

Foreign Exchange Earnings and Outgo:

Foreign Exchange earnings : Nil

Foreign Exchange outgo : Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

1. In the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departures;

2. That the Directors had 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 of the profit or loss of the Company for that period.

3. 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.

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

5. Proper systems are in place to ensure compliance of all laws applicable to the Company.

ACKNOWLEDGMENTS

The Board of Directors of acknowledge the continued the support and co-operation extended by the Statutory Authorities, Government Authorities, Bankers, Stock Exchange, Stake holders and employees of the Company.

By Order of the Board For WALLFORT FINANCIAL SERVICES LIMITED

Place: Mumbai ASHOK BHARADIA

Date : 13th August 2014 CHAIRMAN & MANAGING DIRECTOR

DIN: 00407830


Mar 31, 2013

Dear Members.

The Directors'' have pleasure in presenting their Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended March 31,2013.

FINANCIAL RESULTS

The financial results of the Company for the year ended March 31, 2013 compared to the previous year are summarized below:

(Rs. in Lakhs) PARTICULARS Years Ended Years Ended 31.03.2013 31.03.2012

Gross Profit ( ) Loss (-) After Interest But Before (391.32) (584.80)

Depriciation & Taxation

Depreciation 32.24 34.86

Profit Before Income Tax After Depreciation (423.56) (619.66)

Short Provision of Earlier Years

Prior Period Expenses

Provision For Taxation (184.00) (130.48)

Net Profit After Tax (239.56) (489.18)

PERFORMANCE AND FUTURE PROSPECTS

Looking at the challenging market conditions in FY13 the performance of the company has been satisfactory. The company reduced it loss by focusing on lowering costs. The company maintained its performance on the brokerage side of the business. The Stock Markets earlier were very buoyant but lately have lacked in direction. The forthcoming election and developing global economic conditions will guide the future course for the markets.

DIVIDEND

The Directors do not recommend any dividend for the year 2012-2013.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement entered into with the stock Exchanges, a report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance thereto, is given in Annexure to this Report.

DIRECTORS

During the year under review, following were the changes in the Composition of Board of Directors.

In accordance with provisions of Companies Act, 1956, and the Articles of Association of the Company

Mr. Ashok Bharadia & Mr. Vijay Gaggar retires by rotation at ensuing Annual General Meeting and are eligible reappointments.

Brief details of the Directors being reappointed have been incorporated in the Notice for the ensuing

Annual General Meeting pursuant to Clause 49(iv)(g)(i) of Listing Agreement.

AUDITORS

The Statutory Auditors M/s. Kochar & Associates, Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re-appointment if made, would be within limits prescribed under Section 224(1 B) of the Companies Act, 1956.

PARTICULARS ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO.

In the view of the nature of activities being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively, are not applicable to the Company.

Foreign Exchange Earnings and Outgo:

Foreign Exchange earnings Nil

Foreign Exchange outgo Nil

PARTICULARS OF EMPLOYEES

There is no employee covered under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS''RESPONSIBILITY STATEMENT

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

1. in the preparation of annual accounts, the applicable accounting standards have been followed and there has been no material departures;

2. that the Directors had 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 of the profit or loss of the

Company forthat period.

3. 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.

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

5. Proper systems are in place to ensure compliance of all laws applicable to the Company.

AUDITORS''REPORT

The Auditors'' Report is unqualified. The notes to the Accounts referred to in the Auditors'' Report are self- explanatory and therefore do not call for any further clarification under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGMENTS

The Directors take this opportunity to thank all the employees, shareholders, bankers to the Company, The Securities & Exchange Board of India, The Stock Exchange, Mumbai, other Government Agencies and valued clients for their support and co-operation during the year under review.

By Order of the Board

For WALLFORT FINANCIAL SERVICES LIMITED

Place: Mumbai ANIL JAIN

Date: 14/8/2013 Chairman & Managing Director


Mar 31, 2012

To The Shareholders of Wallfort Financial Services Limited

The Directors present their Seventeenth Annual Report and the Audited Statements of Accounts for the financial year ended on 31st March 2012.

Financial Results

(Amt Rs. In Lakhs)

PARTICULARS 2011-2012 2010-2011

Gross Profit ( )Loss(-) After Interest But Before Deprecation & Taxation (584.80) 530.62

Depreciation 34.86 35.27

Profit Before Income Tax After Depreciation (619.66) 495.35

Short Provision of Earlier Years - -

Prior Period Expense - -

Provision For Taxation 130.48 106.08

Net Profit After Tax (489.18) 389.27

Balance carried forward from last year 5415.27 5026.00

Balance carried forward to Balance Sheet 4926.09 5415.27

Performance and Future Prospects

The performance of the company has been satisfactory due to good market condition. The company has seen some gains from the investing/trading of shares and securities. The Stock markets have been showing positive signs and it is expected that the trend shall continue in future.

Dividend

The Directors do not recommend any dividend for the year 2011-2012.

Directors

Mr. Ajay Mantri and Mr. Anil Parekh who retire by rotation at the ensuing Annual General Meeting are proposed to be re-appointed.

Directors Responsibility Statement As Per Section 217 (2AA)

The Board of Directors hereby confirms that:

I. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;

ii. that the Directors had 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 of the profit or loss of the Company for that period;

iii. that the Directors had taken proper and sufficient care for 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. that the Directors had prepared the Annual Accounts on a going concern basis.

Auditors Report

The observation made in the Auditors Report are self -explanatory and therefore no further comments are required under Section 217 (3) of the Companies Act, 1956.

Auditors

M/s. Kochar & Associates, Chartered Accountants appointed as the Auditors of the Company, retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment The Board recommends their re-appointment .The Company has received their consent pursuant to Section 224 (1B) of the Companies Act, 1956.

Particulars of Employees

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Section 217 (2A) of the Companies Act, 1956 and therefore no disclosures need to be made under the said section.

Corporate Governance

The amendments to the Companies Act, 1956 and the listing agreements executed with the Stock Exchanges require compliance with specified Corporate Governance practices. A detailed Report on Corporate Governance approved by the Directors is annexed. A certificate on compliance of Corporate Governance requirements issued by the Statutory Auditors of the company in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance.

Conservation of Energy. Technological Absorption and Foreign Exchange Earnings and Outing

The Company is not engaged in any manufacturing activity and therefore there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. Foreign Exchange Details are as follows:

Inflow: Rs Nil Outflow: Rs 67,499/-

Acknowledgement

The Directors take this opportunity to thank all the employees, shareholders, bankers to the Company, The Securities & Exchange Board of India, The Stock Exchange, Mumbai, other Government Agencies and valued clients for their support and co-operation during the year under review.

By and on behalf of the Board

for WALLFORT FINANCIAL SERVICES LIMITED

Sd/-

Anil Jain

Chairman & Managing Director

Place: Mumbai

Date: 21/08/2012


Mar 31, 2010

The Directors present their Fifteenth Annual Report and the Audited Statements of Accounts for the financial period ended on 31st March 2010.

Financial Results

The bird eye view of the summarized financial highlights is depicted below:

(Amt.Rs.In Lakhs)

For the year For the year PARTICULARS ended March 31,2010 ended March 31,2009.

Gross Profit (+)Loss(-) After Interest But Before Deprecation & Taxation 2597.52 -260.13

Depreciation 42.78 39.09

Profit Before Income Tax After Depreciation 2554.73 -299.22

Short Provision of Earlier Years 25.44 397.25

Prior Period Expenses 4.84 76.00

Provision For Taxation 546.74 10.68

Net Profit After Tax 2018.92 -783.15

Balance carried forward from last year 3007.08 3790.23

Balance carried forward to Balance Sheet 5026.00 3007.08

Performance and Future Prospects

The performance of the Company has been satisfactory due to good market condition. The Company has seen some gains from the investing/trading of shares and securities. The Stock markets have been showing positive signs and it is expected that the trend shall continue in future.

Dividend

To conserve the funds, the Directors do not recommend any dividend for the year 2009-2010.

Directors

During the year under review, following were the changes in die Composition of Board of Directors:

Mr. Anil Parekh and Mr. Vijay Gaggar who retire by rotation at the ensuing Annual General Meeting are proposed to be re-appointed.

Mr. Anil Jain whose term for Managing Director ends on 18* September 2010 shall be re-appointed subject to members approval at the ensuing Annual General Meeting.

Mr. Pramod Gupte was appointed as Additional Director, pursuant to Section 260 of the Companies Act, 1956; he holds office upto die date of ensuing Annual General Meeting and being eligible offer himself for appointment.

Mr. Deepak Lahoti & Mr. Yash Golechha were appointed as Wholetime Director w.e.f. 01" April 2009 and the Shareholders have approved their appointment at the Annual General Meeting dated SO* September 2009.

Directors Responsibility Statement As Per Section 217 (2AA) of the Companies Act. 1956

The Board of Directors hereby confirms that:

i. that in the preparation of the Annual Accounts, die applicable accounting standards had been followed along with the proper explanation relating to material departures;

ii. that the Directors had selected such accounting policies and applied them consistently and made j udgments and estimates that are reasonable and prudent so as to give a true and fair view of die state of affairs of the Company at the and of the financial year and of the profit or loss of the Company for that period;

iii. that the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of die Companies Act, 1956, for safeguarding the assets of me Company and for preventing and detecting fraud and otiier irregularities;

iv. mat me Directors had prepared the Annual Accounts on a going concern basis.

Auditors Report

The observation made in die Auditors Report are self explanatory and therefore no further comments are required under Section 217 (3) of the Companies Act, 1956.

Auditors

M/s. Kochar & Associates, Chartered Accountants appointed as the Auditors of the Company, retire at die conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment .The Board recommends dieir re-appointment .The Company has received their consent pursuant to Section 224 (IB) of the Companies Act, 1956.

Particulars of Employees

During the year under review there were no employees who were in receipt of the remuneration beyond die limits prescribed under Section 217(2A) of die Companies Act, 1956 and therefore no disclosures need to be made under die said section.

Corporate Governance

The amendments to the Companies Act, 1956 and die listing agreements executed with the Stock Exchanges require compliance with specified Corporate Governance practices. A detailed Report on Corporate Governance approved by die directors is annexed. A certificate on compliance of Corporate Governance requirements issued by me Statutory Auditors of die company in pursuance to clause 49 of the listing agreement is placed with the report on Corporate Governance.

Conservation of Energy. Technological Absorption and Foreign Exchange Earnings and Outing

The Company is not engaged in any manufacturing activity and therefore diere are no particulars to be disclosed under die Companies (Disclosure of Particulars in die Report of the Board of Directors) Rules, 1988. Foreign Exchange Details are as follows :

Inflows :Rs. Nil Outflows: Rs. 552138/-

Acknowledgement

Your Directors take this opportunity to thank all the Employees, Shareholders, Bankers to the Company, The Securities & Exchange Board of India, Bombay Stock Exchange, other Government Agencies and esteemed clients for their support and co-operation during the year under review.

By and on behalf of the Board for WALLFORT FINANCIAL SERVICES LIMITED

Sd/-

AnilJain

Chairman & Managing Director

Place: Mumbai Date:05th August 2010

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