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Directors Report of Weizmann Forex Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Report together with Audited accounts for the year ended March 31,2015.

OPERATING RESULTS

The Directors are pleased to present the Annual Report and the Audited statement of accounts for the year ended March 31,2015.

1. FINANCIAL RESULTS

Particulars For the year For the year ended March ended March 31,2015 31,2014 (Rs. in lakh) (Rs. in lakh)

Total Income 447,685.97 469,519.75

Profit before Tax 2,935.88 2,867.40

Less: Income Tax 1,220.00 1,096.00

Deferred Tax (178.53) (24.00)

MAT Credit - (32.92)

Prior Year Tax Expense 31.80 -

Profit after tax 1,862.61 1,828.32

Add: Balance B/F from Previous Year 4,025.65 3,401.61

Available Surplus 5,888.26 5,229.93

Director's recommendation for Appropriation

Transfer to General Reserve 186.26 182.83

Proposed Dividend on Equity Shares @ 75% i.e. Rs. 7.50/- per equity share of Rs. 10 each (2013-14: Rs. 7.50/- per equity share i.e. 75%) 867.33 867.33

Dividend Distribution Tax 176.57 154.12

Surplus/(Deficit) carried to balance Sheet 4,658.10 4,025.65

2. DIVIDEND

Your Directors recommend a Dividend of 75% i.e. Rs. 7.50/- per Equity Share for the financial year ended March 31, 2015. (Previous year: 75% i.e. Rs. 7.50/-per equity share).

3. RESERVE

Your Directors have decided to transfer 10% of the profits earned during the year to General Reserve.

4. PERFORMANCE

Your company recorded a profit before tax of Rs. 29.36 crore which is a marginal increase of 2.4% over the previous year figure of Rs. 28.67 crore. The profit after tax too improved to Rs. 18.63 crore as against Rs.18.28 crore in the previous year. The above achievement is despite a marginal drop in the total income at Rs. 4476.86 crore in 2014-15 as against Rs. 4695.20 crore in the previous year.

In 2014-15 your company continued its core business activities of money changing and money transfer both as RBI Licensed Authorised Dealer Category II and RBI approved one of the principal agents of Western Union Financial Services, USA respectively. The other business activities to leverage on its pan India reach included Travel, Serving Insurance & Telecom Companies and as a measure to contribute to green energy company continued its operation of a 7.2 MW wind farm set up about 3 to 4 years back. During the year under review there was no change in the core business activities of the company.

The company's wide reach across India was on account of its ability to tie up with over 35 banks, leading financial institutions having multi outlets and number of enterprising retail outlets and collectively the presence reached out to about 200 owned outlets and about 52000 sub agent outlets.The sub agent outlets are predominantly for international inbound money transfer.

In the core business of money changing the net profit of the division doubled to about Rs. 13.40 crore as against Rs. 6.68 crore in the previous year. This is despite the sales in 2014-15 being marginally less at Rs. 4338.49 crore as against Rs. 4565.66 crore in the previous year. The said achievement in profits has been predominantly on account of better margin realization contributed by improved inventory management monitoring the exchange rate fluctuations and taking early remedial measures. Also during the year company rationalized certain branches which were not materially contributing to the bottom line.

As far as the second main business activity of Western Union Money Transfer Services the company could sustain its operations by achieving a gross income of about Rs. 95 crore in 2014-15 as against Rs. 94 crore in the previous year. This is in the light of tough competition, new overseas entrance, some international money transfer entries creating strong presence in specific corridors and most importantly the advancement in technology facilitating moving money through account to account and mobile banking.

Both the core activities of the company are highly regulated and the company too constantly gears to comply with the extant guidelines of Reserve Bank of India by improving systems and procedures, providing continuous training to employees, strengthening its internal control and internal audit system and all these too facilitating improved operations and profitability.

The company has also tied up with entity having online platform in providing leads for purchase and sale of foreign exchange and also facilitating booking of foreign exchange to insulate from the fluctuation of exchange rate for a specific period.

A group company has obtained in-principle approval for prepaid instrument business and the company contemplates tying up with the group company as it can leverage on its wide network. The group company is developing its own software systems and the business may commence in 2015-16.

As RBI is encouraging entities to reach out to the remotest places in India and Central Government too is keen on every Indian family to have bank accounts and facilitate number of benefits in the form of obtaining subsidies directly etc. RBI had invited applications for Payments bank license and your company too sensing this as an opportunity has applied for the license.

5. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES

The Company does not have any subsidiary Companies.

Batot Hydro Power Projects Ltd., Brahmanvel Energy Ltd., Khandesh Energy Projects Ltd. and Weizmann Corporate Services Ltd. are the associates of the Company.

Horizon Remit SDN, BHD Malaysia, is the Joint Venture of the Company. During the financial year 2014-15, your Company has further invested a sum of Rs. 28.69 Lakh and divested a sum of Rs. 249.99 Lakh in the aforesaid Joint Venture Company. As at March 31, 2015 the total investment stands at Rs. 395.54 Lakh which accounts for 29.39% share of total Shareholding of the Horizon Remit SDN BHD, Malaysia.

No Company became or ceased to be Associate or Joint Venture during the year under review.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013 Mr. Dharmendra G. Siraj and Mr. Neelkamal V. Siraj retires by rotation and being eligible have offered themselves for reappointment.

The Managing Director of the Company Mr. B.S. Shetty was re- appointed for a period of one year with effect from December 1, 2014, subject to shareholder's approval. The resolution for his re- appointment is included in the Notice of 30th Annual General Meeting.

Ms. Smita V. Davda was appointed as an Additional Independent Director of the Company with effect from November 7, 2014. Ms. Smita V. Davda holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment. The appointment of Ms. Smita V Davda as Director is being proposed in the ensuing AGM Notice and accordingly a Resolution has been included in the Notice to the ensuing AGM.

During the year no Directors have resigned from the Board.

The Board of Directors had four meetings during financial year 2014-15.

Mr. Anant Yadav was appointed as Chief Financial Officer (CFO) of the Company during the year.

7. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provide feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT, 2013

An extract of Annual Return as at March 31, 2015 pursuant to section 92(3) of the Companies Act, 2013 and forming part of this Report is attached as Annexure I to this Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act, 2013, your Directors confirm:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 of the Company for that period;

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

iv) that the Directors had prepared the annual accounts on a going concern basis.

v) that 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; and

vi) 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.

10. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013

The Board confirms the receipt of statement of declaration from independent directors as called for u/s.149(6) of the Companies Act, 2013.

11. COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The company has constituted a Nomination and Remuneration Committee with the responsibilities of formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, Key Managerial Personnel and other employees; formulating criteria for evaluation of independent directors and the Board;devising policy on Board diversity; identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal.

Appointment and Remuneration to Managing Director is subject to approval by members in General Meeting and shall be in accordance with Schedule V of Companies Act, 2013 and ceiling as per Section 197 of the Act. Appointment of Independent Directors is subject to satisfaction of conditions u/s.149(6) of the Companies Act, 2013. The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV of the Companies Act, 2013.

The personnel selected as Board Member or Key Management Personnel or other senior personnel of the company are based on their requisite qualifications, skills, experience and knowledge in the relevant fields.

Remuneration policy of the Company includes fixation of remuneration and annual increments based on performance, knowledge, position, target achievement, company's business plans, market environment and the remuneration is segregated into monthly fixed payments, annual payments, contribution to social and retirement benefits, reimbursement of expenses incurred for discharge of official duties, annual bonus, welfare schemes like insurance on health for self and family, accident benefits, tying up with agencies for managing retirement benefits like gratuity, pension schemes, etc.

The remuneration policy as above is also available in the website of the company -www.weizmannforex.com

12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There are no employees drawing remuneration of Rs. 60 Lakh P.A. or Rs. 5 Lakh part thereof therefore the disclosure in terms of Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company. In terms of provisions of Section 197(12) the information in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is compiled.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

13. DISCLOSURE OF PARTICULARS

Pursuant to Section 134 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 the disclosure of particulars regarding Conservation of Energy, Research and Development, Technology Absorption are not applicable to the Company.

The details of Foreign exchange earnings and outgo are as follows:

(Rs. in Lakh)

Particulars Year Ended Year Ended March 31, 2015 March 31,2014

Foreign Exchange Earnings in Foreign Exchange

Exports of Foreign Currency 2,307.96 1,28,811.99

Receipts from Money Transfer 13,55,462.93 13,41,125.49

Interest 1.44 2.44

Expenditure in Foreign Exchange

Traveling expenses 12.79 8.06

Payment to overseas parties towards expense 79.68 97.83

14. FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 during the year.

15. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2015 was Rs. 11,56,43,570/-. The Company has not issued any new equity shares during the year.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT, 2013

Details of loans given :

Loans given to Batot Hydro Power Ltd. during the year - Rs. 486.32 Lakh & balance as on March 31, 2015 - Rs. 482.70 Lakh, Windia Infrastructure Finance Ltd.- Rs. 1771.15 Lakh & balance as on March 31, 2015 - Rs. 215.92 Lakh and Tapi Energy Projects Ltd. - Rs. 7387.72 Lakh & balance as on March 31,2015 -Rs. 754.18 Lakh .

Details of Investments made during the year

During the year investments made in Equity shares of Windia Infrastructure Finance Ltd. - Rs. 121.56 Lakh and Horizon Remit SDN, BHD - Rs. 28.69 Lakh.

Details of Guarantees given

No new Guarantees were given during the year under review.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The transactions with the Related Parties are at arm's length basis and these transactions are not of material in nature as per Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014.

18. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and the same has been hosted on its website www.weizmannforex.com The policy includes the specific category of policies requiring prior approval of the Audit Committee, the Board of Directors, Special Resolution by members at General Meeting, determining the materiality of the related party contract both under Companies Act and Clause 49 of the Listing Agreement, and also the procedures to be followed in complying with the statutory provisions in respect of related party transaction, if any.

19. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing the identification of elements of risks, monitoring and mitigation of the risks. The company is also constituted a Risk Management Committee for the above purpose. The company has laid down detailed process in planning, decision making, organizing and controlling. The Risk Management Policy has been hosted on the company's website : www.weizmannforex.com.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to a registered trust which is undertaking the activities prescribed under Schedule VII of the Companies Act, 2013. The Annual report on CSR activities is annexed herewith as Annexure II.

The Company has constituted CSR committee the details of which are given in Corporate Governance Report and also a CSR policy is formulated which is uploaded on the website of the Company : www.weizmannforex.com.

21. ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy is also in vogue. The whistle blower policy covering all employees and directors of the company is hosted on the company's website www.weizmannforex.com.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

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

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

24. AUDITORS :

The Auditors M/s. Sharp & Tannan, Chartered Accountants having firm registration number 109982W, retire as Auditors at the forthcoming Annual General Meeting and are eligible for re- appointment for which they have given their consent. The members are required to appoint Auditors for a term of five consecutive years subject to ratification every year and fix their remuneration.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from the auditors proposed to be re-appointed to the effect that their re- appointment, if made, at the ensuing Annual general meeting will be in accordance with the provision of Section 139(1) and they fulfill the criteria laid down under Section 141 of the Companies Act 2013.

25. SECRETARIAL AUDIT

Pursuant to requirement of section 204 of the Companies Act, 2013, the company had appointed Shri Martino Ferrao - Practicing Company Secretary (COP 5676) as Secretarial Auditor for financial year 2014-15 and whose report of 27th May, 2015 is attached as Annexure III. There are no adverse observations in the Secretarial Audit report.

26. AUDITOR'S REPORT

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self explanatory.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System to commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is defined in the Internal Audit Manual.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Internal Audit also includes both physical as well as online transaction audit.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBIITION AND REDRESSAL) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaints have been received.

29. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance requirement as per clause 49 of the Listing Agreement. A report on Corporate Governance is annexed as Annexure IV forming part of this Report. Auditors Certificate confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as Annexure V forming part of this Report.

31. ACKNOWLEDGMENT

Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.



For and on behalf of the Board

Place : Mumbai Dharmendra G. Siraj Dated : May 28, 2015 Chairman


Mar 31, 2014

TO THE MEMBERS OF WEIZMANN FOREX LIMITED

The Directors have pleasure in submitting their Report together with Audited accounts for the year ended March 31, 2014.

OPERATING RESULTS

The Directors are pleased to present the Annual Report and the Audited statement of accounts for the year ended 31st March 2014.

1. Financial Results :

For the year ended For the year ended Particulars 31st March, 2014 31st March, 2013 ( Rs.in Lakh) ( Rs.in Lakh)

Total Income (including extraordinary 470,500.09 447,592.38 Items)

Profit before Tax 2,867.40 2,996.23

Less: Income Tax 1,096.00 846.00

Deferred Tax (24.00) 123.00

MAT Credit (32.92) (18.56)

Profit after tax 1828.32 2,045.79

Add: Balance B/F from Previous Year 3401.61 2,568.83

Available Surplus 5229.93 4,614.62

Director''s recommendation for Appropriation

Transfer to General Reserve 182.83 205.00

Proposed Dividend on Equity Shares @ 867.33 867.33 75% i.e. Rs.7.50 per equity share of Rs.10 each (2012-13: Rs. 7.50 per equity share i.e. 75% out of which 50% i.e., Rs. 5/- per equity share was special dividend)

Dividend Distribution Tax 154.12 140.68

Surplus/(Deficit) carried to balance 4,025.65 3,401.61 Sheet

2. Dividend

Your Directors recommend a Dividend of 75% i.e. Rs.7.50 per Equity Share for the financial year ended 31st March 2014 (Previous year: 75% i.e. Rs. 7.50 per equity share out of which 50% i.e., Rs.5/- per equity share was a special dividend).

3. Performance

Your Company continues to be an Authorized Dealer Category II licensed by the Reserve Bank of India to provide the various services relating to Money Changing through its various branches spread across the country. Your Company is one of the Principal Representatives of Western Union Financial Services, USA for International Inbound Money Transfer. The company has over 300 own locations catering to money changing and money transfer businesses as the case may be and further money transfer business is facilitated by subagent locations of about 55000 Pan India.

In money changing the company deals with variety of instruments like Currency, Travelers Cheque and Travel Money Card issued by banks. The company purchases, encashes, sells, all these products and also imports and exports foreign currency. As an Authorized Dealer Category-II apart from dealing in foreign exchange for travel related purpose, as permitted by RBI the company also caters to remittances for Conferences, Overseas Education, Medical Treatment, Crew Wages, Film Shooting, Emigration, Employment Processing Fees, Registration / Subscription to International Organizations.

Apart from the principal activities of Money Changing and Money Transfer, the company continues to develop allied activities in

Travel Business, Mobile Top Up and DTH services and Insurance Broking.

Your Company has continued its thrust to the business activity of Western Union Business Solutions providing money transfer services to the Importers / Exporters in the medium & small business category who do not have much access to the organized banking sector. During the year under review, the division could achieve a remittance of Rs. 117.17 Crores under the Importer model. The progress in these new business lines could be evaluated only in the coming years.

During the year under review your Company posted a Total Income of Rs.4,70,500.09 lakh (previous year Rs.4,47,592.38 lakh), resulting in a Profit Before Tax of Rs.2,867.40 lakh (previous year Rs.2,996.23 lakh)

4. Environment

The company had installed a 7.2 MW wind farm in OTP Site, Theni District, Tamil Nadu in March 2011. Due to actual generation being less than forecasted, Company had returned 6 nos. wind mills to the supplier and purchased another 6 nos. wind mills in Beed District, Maharashtra which fetches higher tariff as per MERC Wind Power Tariff Order of 2003. Hence currently company is operating a 3.6 MW wind farm in Theni District, Tamil Nadu and 3.6 MW in Beed District, Maharashtra. The generation from the wind farms were subdued during 2013-14 on account of wind following a cyclic pattern and 2013-14 was not an extraordinary year. Further there has been shut down of grid in Tamil Nadu by state utility. However, the company has been able to continue to generate green and clean energy as power generation from renewable energy sources like wind power serves dual purpose of conservation of natural resources and to a small extent substitute the power generation from polluting sources and benefits the society at large.

5. Joint Venture Company

During the financial year 2013-14, your Company has further invested in a Joint Venture Company Horizon Remit SDN BHD, Malaysia. As at March 31st, 2014 the total investment stands at Rs. 616.84 lakh which accounts for 49.35% share of total Share holding of the Horizon Remit, Malaysia.

6. Directors

In accordance with the provisions of the Articles of Association of the Company and Companies Act, 2013 Shri Hitesh V. Siraj retires by rotation and being eligible, offer himself for reappointment.

Shri Balkrishna L. Patwardhan was appointed as an Additional Director of the Company with effect from November 13, 2013. Shri Balkrishna L. Patwardhan holds office up to the date of the forthcoming Annual General Meeting of the Company and is eligible for reappointment.

Shri Kishore M. Vussonji, Shri Upkar Singh Kohli and Shri Vishnu P. Kamath Independent Directors, are liable to retire by rotation.In terms of the Section 149 of the Companies Act, 2013 the Independent Directors can hold office for a consecutive term of five years and can be reappointed for another consecutive term of five years on passing a special resolution by the Company and such directors are not liable to retire by rotation. Hence it is proposed to re-appoint them as an Independent Directors of the Company for a term of five consecutive years in this Annual General Meeting.

Further the Managing Director of the Company Mr. B.S. Shetty was re-appointed for a period of one year with effect from

December 1, 2013, subject to shareholder''s approval. The resolution for his re-appointment is enclosed in the Notice of 29th Annual General Meeting.

7. Director''s Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, Your Director''s confirm:- i) that in the preparation of the Annual Accounts for the year ended March 31st 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgement 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 March 31, 2014 and of the Profit & loss account of the company for the financial year ended March 31st 2014.

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

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

8. Particulars of the Employees

The Company does not have any employees whose particulars are required to be given under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

9. Disclosure of Particulars

Information as per The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the disclosure of particulars regarding Conservation of Energy, Research and Development, Technology Absorption are not applicable to the Company.

10. Fixed Deposits

Your Company has not accepted any fixed deposits as per Companies Act during the year.

11. Auditors

The Auditors M/s. Sharp & Tannan, Chartered Accountants having firm registration number 109982W, retire as Auditors at the forthcoming Annual General Meeting, and are eligible for re- appointment for which they have given their consent. The members are required to appoint Auditors of the current year and fix their remuneration.

As required under the provisions of Section 139 of the Companies

Act, 2013, the Company has obtained written confirmation from the auditors proposed to be re-appointed to the effect that their re- appointment, if made, at the ensuing Annual general meeting will be in accordance with the provision of Section 139(1) and they fulfill the criteria laid down under Section 141 of the Companies Act, 2013.

12. Cost Audit

As per Order of the Ministry of Corporate Affairs, dated 2nd May 2011 and pursuant to Section 233 B of the Companies Act, 1956, Company is required to get Cost records audited by a practicing Cost Accountant under Cost Accounting records (Electricity Industry) Rules, 2011. For Financial Year 2013-14 the company had appointed Mr. S C Mawalankar, a Practicing Cost Accountant as Cost Auditor. For Financial year 2014-15, Rules under Companies Act, 2013 is awaited in the matter of Companies required to get their Cost Accounting Records audited.

13. Auditor''s Report

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self explanatory.

14. Corporate Governance

Your Company has complied with Corporate Governance requirement as per clause 49 of the Listing Agreement with the Stock Exchanges except appointment of an Independent Director is in process. A report on Corporate Governance is annexed as Annexure I forming part of this Report. Auditors Certificate on Corporate Governance forms part of Corporate Governance Report.

15. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as Annexure II forming part of this Report.

16. Acknowledgement

Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place : Mumbai Dharmendra G. Siraj

Date : 27th May 2014 Chairman


Mar 31, 2013

TO THE MEMBERS OF WEIZMANN FOREX LIMITED

The Directors have pleasure in submitting their Report together with Audited accounts for the year ended March 31, 2013

OPERATING RESULTS

The Directors are pleased to present the Annual Report and the Audited statement of accounts for the year ended 31st March 2013.

1. Financial Results

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012 (Rs in Lakh) (Rs in Lakh)

Total Income(including 447,592.38 424,102.87

extraordinary Items)

Profit before Tax 2,996.23 3,061.28

Less: Income Tax 846.00 613.00

Deferred Tax 123.00 710.44

MAT Credit (18.56) (303.69)

Profit after tax 2,045.79 2,041.53

Add: Balance B/F from 2,568.83 950.10

Previous Year

Available Surplus 4,614.62 2,991.63

Director''s

recommendation for Appropriation

Transfer to General 205.00 154.00

Reserve

Proposed Dividend on 867.33 231.29 Equity Shares @ 75% i.e. Rs.7.50 per equity share of Rs.10 each (2011-12: Rs. 2/- per equity share i.e. 20%)

Dividend Distribution Tax 140.68 37.51

Surplus/(Deficit) carried 3,401.61 2,568.83 to balance Sheet

2. Dividend

Your Directors recommend a Dividend of 25% i.e. Rs.2.50 per Equity Share and a Special Dividend of 50% i.e Rs.5./- per Equity Share and thus aggregating to 75% i.e Rs.7.50 per Equity Share for the financial year ended 31st March 2013 (Previous year: 20% i.e. Rs. 2/- -per equity share).

3. Performance

7Your Company continues to be an Authorized Dealer Category II licensed by the Reserve Bank of India to provide the various services relating to Money Changing through its various branches spread across the country. Your Company is one of the Principal Representatives of Western Union Financial services, USA for International Inbound Money Transfer. The company has over 340 own locations catering to money changing and money transfer businesses as the case may be and further money transfer business is facilitated by subagent locations of about 55000 Pan India.

In money changing the company deals with variety of instruments like Currency, Travelers Cheque, Co-branded Citibank World Money Card (CWM) and Travel Money Card issued by UTI Bank Limited. The company purchases,

encashes, sells, all these products and also imports and exports foreign currency. As an Authorized Dealer Category- II apart from dealing in foreign exchange for travel related purpose, as permitted by RBI the company also caters to remittances for Conferences, Overseas Education, Medical Treatment, Crew Wages, Film Shooting, Emigration, Employment Processing Fees, Registration / Subscription to International Organizations.

Apart from the principal activities of Money Changing and Money Transfer, the company continues to develop allied activities in Travel Business, Mobile Top Up and DTH services and Insurance Broking.

In the last quarter of 2012-13 your Company has ventured into a new business vertical of Western Union Business Solutions providing money transfer services to the Importers / Exporters in the medium & small business category who do not have much access to the organized banking sector. The company through Western Union is also engaged in Marketing Prepaid Rupee Cards and Domestic Money Transfer. The progress in these new business lines could be evaluated only in future years.

During the year under review your Company posted a Total Income of Rs.4,47,592.38 lakh (previous year Rs.424,102.87 lakh), resulting in a Profit Before Tax of Rs.2996.23. lakh (previous year Rs.3061.28 lakh)

4. Environment

With a view to preserve our precious environment, your Company initiated steps of investing in the renewable energy sector viz. wind farms in Maharashtra & Tamil Nadu which generate environment friendly green energy and thus contributing its little might to the society at large.

5. Joint Venture Companies

During the financial year 2012-13, your Company has further invested in a Joint Venture Company Horizon Remit SDN BHD, Malaysia. As at March 31st, 2013 the total investment stands at Rs. 536.51 lakh which accounts for 49.27% share of total Share holding of the Horizon Remit, Malaysia.

6. Directors

Dr. P D Ojha, a Senior Director of the Company passed away on 22.04.2013 after a brief illness. Dr. P D Ojha, a Learned Economist and Retired Deputy Governor of Reserve Bank of India has been associated with Weizmann Group as Chairman / Director for more than a decade. The Board places on record the invaluable contribution and guidance provided by Dr. Ojha during his association with the company.

Ms. Smita V Davda has resigned from the Board of Directors of the company on account of her need to pursue her business interests. The Board places on record the valuable contribution made by Ms. Smita V Davda during her tenure as the Board Member of the company.

In accordance with the Articles of Association of the Company, Shri B S Shetty, Shri Chetan Mehra and Shri V P Kamath, retire by rotation and being eligible, offer themselves for reappointment.

7. Audit Committee

he Audit Committee pursuant to resignation of Ms. Smita V Davda from the Board of the Company was reconstituted and the current members are Chairman - Mr. V P Kamath, Independent Director; Mr. Kishore M Vussonji – Independent Director and Mr. D G Siraj – Non Independent Director.

8. Director''s Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956,

Your Director''s confirm:- I) that in the preparation of the Annual Accounts for the year ended March 31st 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgement 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 March 31, 2013 and of the Profit & loss account of the company for the financial year ended March 31st 2013.

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

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

9. Particulars of the Employees

The Company does not have any employees whose particulars are required to be given under the provisions of section 217(2A) of the companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

10.Disclosure of Particulars

Information as per The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the disclosure of particulars regarding Conservation of Energy, Research and Development, Technology Absorption are not applicable to the Company.

The details of Foreign exchange earnings and outgo are as follows: (Rs in Lakh)

Particulars Year Ended Year Ended 31st March 2013 31st March 2012

Foreign Exchange

Earnings in Foreign Exchange

Exports of Foreign 138,239.07 123,823.46

Currency

Receipts from Money 1,101,702.44 909,202.32

Transfer

Interest 1.81 1.21

Expenditure in Foreign Exchange

Travelling expenses 8.80 4.41

11. Fixed Deposits

Your Company has not accepted any fixed deposits during the year, within the meaning of section 58A of the Companies Act, 1956.

12. Auditors :

The Auditors M/s. Sharp & Tannan, Chartered Accountants retire as Auditors at the forthcoming Annual General Meeting, and are eligible for re-appointment for which they have given their consent. The members are required to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained written confirmation from the auditors proposed to be re-appointed to the effect that their re-appointment, if made, at the ensuing Annual general meeting will be within the limits specified in section 224(1B) of the Companies Act, 1956.

13. Cost Audit

As per Order of the Ministry of Corporate Affairs, dated 2nd May 2011, and pursuant to Section 233 B of the Companies Act, 1956, Company is required to get Cost records audited by a practicing Cost Accountant under Cost Accounting records (Electricity Industry) Rules, 2011. The company is required to appoint Cost Auditor within 90 days of the beginning of the Financial Year. Accordingly the Board for Financial Year 2013-14 has appointed Mr. S C Mawalankar, a Practicing Cost Accountant as Cost Auditor. For Financial Year 2012-13 the company had appointed Mr. K N Satyanarayan, a Practicing Cost Accountant as Cost Auditor.

14. Auditor''s Report

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self explanatory.

15. Corporate Governance

Your Company has complied with Corporate Governance requirement as per clause 49 of the Listing Agreement with the Stock Exchanges. A report on Corporate Governance is annexed as Annexure I forming part of this Report. Auditors Certificate on Corporate Governance forms part of Corporate Governance Report.

16. Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under the Listing Agreement with stock exchanges is annexed as Annexure II forming part of this Report

17. Acknowledgement

Your Directors place on record the valuable co-operation and assistance extended by Reserve Bank of India, Western Union Financial services Inc., Government Authorities, Bankers, lending Institutions, suppliers and Customers during the year under review. Your Directors also place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Place: Mumbai Dharmendra G Siraj

Date: 30th May 2013 Chairman


Mar 31, 2012

TO THE MEMBERS OF WEIZMANN FOREX LIMITED

The Directors are pleased to present the Annual Report and the Audited Statement of Accounts for the year ended 31st March 2012.

1. Financial Results:

(Rs. In Lakh)

Particulars 2011-12 2010-11

Total Income including 424102.87 346,361.94 exceptional items

Profit before Tax 3061.28 2,041.49

Less: Income Tax 613.00 430.00

Less: Deferred Tax 710.44 458.57

Less: MAT Credit (303.69) (186.75)

Profit/ (Loss) After Tax 2041.53 1,339.67

Add: balance brought forward from - - Previous Year

Available Surplus 2041.53 1,339.67

Director's recommendation for

Appropriation:

Transfer to General Reserve 154.00 100.47

Proposed Dividend on Equity Shares 231.29 231.29 @ 20% i. e. Rs. 2 per equity share of Rs. 10 each. (2010-11: Rs. 2 per equity share i. e. 20%)

Dividend Distribution Tax 37.51 37.51

Surplus/ (Deficit) carried to Balance Sheet 2568.83 950.10

2. Dividend:

Your Directors recommend Dividend of 20% i.e. Rs. 2 per equity share, for the financial year ended 31st March 2012 (Previous Year: 20% i. e. Rs. 2 per equity share).

3. Performance:

Your Company is a Registered Authorised Dealer Category II licensed by the Reserve Bank of India to provide the various services relating to Money Changing and is one of the Principal Representatives of Western Union Financial services, USA for money transfer services. The company has established its own branches of over 170 plus, about 240 extension counters exclusively for Western Union Money Transfer and has tied up with entities including public sector and private sector banks, NBFCs, large corporations as sub representatives and the aggregate outlets engaged in Western Union money transfer services for your company is over 46000 spread across India.

Your Company also markets for Co-branded Citibank World Money card (CWM) issued by Citibank and Travel Money Card issued by Axis Bank Ltd.

The company has tied up for money transfer with entities all over the country and they include leading Public and Private Sector Banks viz. Bank of Maharashtra, Canara Bank, Central Bank of India, Corporation Bank, Dena Bank, IDBI, Dhanalakshmi Bank, Federal Bank, Indian Bank, Indian Overseas Bank, Punjab National Bank, Oriental Bank of Commerce, South Indian Bank, UCO Bank, Bharat Co-operative Bank, Nainital Bank, North Malabar Gramin Bank, The Lakshmi Vilas Bank, Pallavan Grama Bank, Cosmos Co-op Bank, Abhyudaya Co. Op. Bank, Uttar Bihar Grameen Bank, Rajkot Nagarik Sahakari Bank, Allahabad Bank. Other entities include Stock Holding Corporation, BPCL Outlets, Centrum Direct, Muthdoot Finance, Mannapuram Finance & Leasing, India Infoline Finance Ltd. etc.

During the year under review on a standalone basis, your Company posted a Total Income of Rs. 424102.87 Lakh (previous year Rs. 346358.87 Lakh) resulting in a net profit of Rs. 2041.53 Lakh (previous year Rs. 1339.67 Lakh).

4. Environment Protection:

The need for protecting our environment from the onslaught of pollution in air, water and land need no overemphasis. With fossil fuel like coal and oil depleting day by day, the entire world is seized of the danger lurking around the corner when our future generations would be deprived of electricity for their activities. Global warming, Greenhouse effect etc have become the norm of the day. Hence it is imperative that every commercial establishment must contribute one way or other to save our "Earth" in the interest of posterity.

Your company being engaged in service activities of money changing and money transfer has little direct opportunity for reduction of impact of carbon emission through designing or carrying out research on own products.

With the above objective in mind your company had decided to invest in renewable energy sources like wind power project which is one of the most environment friendly, clean and green energy generation. The renewable energy from wind power project replaces the need for generating equivalent power from conventional sources and thus reduction in carbon emission into the atmosphere.

Your company invested in wind power projects in Tamil Nadu and Maharashtra of aggregate capacity of 7.2 MW entailing an outgo of INR40 crore. Based on availability of good projects like Wind Power or Solar Power contributing to the environment your company will as a long-term objective of playing its part in protection of environment will invest in renewable energy projects in future.

5. Subsidiary and Joint Venture Companies:

Vedang Tours and Travels Limited, was a Subsidiary Company of your Company. Your Company sold part of its shareholding in Vedang Tours and Travels Limited during the year 2011-12. Consequently as on 31st March 2012, Company has no subsidiary company.

During the financial year 2011-12, Company further invested in a Joint venture Company Horizon Remit SDN BHD, Malaysia. Holding of Company is around 49.99% and value of Investment is Rs. 408.28 Lakhs as on 31st March 2012. The said Joint Venture Company is an agent of Western Union Network (Ireland) Limited. The Company is engaged in business of Money transfer both outward and inward in Malaysia. There are 16 branches across Malaysia.

6. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. D. G. Siraj and Mr. N. V. Siraj, retire by rotation and being eligible offer themselves for re- appointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the explanatory statement thereto.

7. Directors' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

a. that in preparation of Annual Accounts for the year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2012 and the Profit and Loss Account for the year ended 31st March 2012;

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

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

9. Particulars of the Employees:

The Company does not have any employees, whose particulars are required to be given under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, as amended up to date.

9. Disclosures of Particulars:

Information as per The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the disclosure of particulars regarding Conservation of Energy, Research and Development, technology absorption are not applicable to the Company.

The details of Foreign Exchange earnings and outgo are as follows:

(Rs. in Lakh)

YEAR ENDED YEAR ENDED 31st March 2012 31st March 2011

Foreign Exchange:

Earnings in Foreign Exchange

Exports of Foreign Currency 123823.46 106159.29

Receipts from money transfer 909202.32 704337.93

Interest 1.21 1.72

Expenditure in Foreign Exchange

Travelling expenses 4.41 8.31

10. Fixed Deposits:

Your Company has not accepted any fixed Deposits during the year, within the meaning of Section 58A of the Companies Act, 1956.

11. Auditors:

M/s. Sharp & Tannan, Chartered Accountants, Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment for which they have given their consent. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under provisions of Section 224 of the Companies Act, 1956, the Company has obtained written confirmation from the auditors proposed to be reappointed to the effect that their re- appointment, if made at the ensuing Annual General Meeting will be within the limits specified in Section 224 (1B) of the Companies Act, 1956.

12. Cost Audit:

As per Order of the Ministry of Corporate Affairs, dated 2nd May 2011, and pursuant to Section 233B of the Companies Act, 1956, Company is required to get Cost records audited by a Practising Cost Accountant under Cost Accounting Records (Electricity Industry) Rules, 2011, from the financial year beginning 1st April 2011.

Mr. K. N. Satyanarayan, Practising Cost Accountant was appointed as Cost Auditor to carry out audit of the Cost records of the Company for the financial year 2012-13 vide Resolution passed by the Board of Directors in their meeting held on 15th May 2012.

13. Auditor's Report:

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self-explanatory.

14. Corporate Governance:

Your Company has complied with Corporate Governance requirement as per Clause 49 of the Listing Agreement with Stock Exchanges. A Report on Corporate Governance is annexed as Annexure I forming part of this Report. Auditors Certificate on Corporate Governance forms part of Corporate Governance Report.

15. Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under the Listing Agreement with Stock Exchanges is annexed as Annexure II forming part of this Report.

16. Acknowledgement:

Your Directors express their grateful appreciation for the assistance and co-operation received from Reserve Bank of India, Western Union Financial Services Inc., Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Sd/-

Dharmendra G. Siraj

Chairman

Place: Mumbai

Date: 13th August 2012


Mar 31, 2011

TO THE MEMBERS OF WEIZMANN FOREX LIMITED

The Directors are pleased to present the Annual Report and the Audited Statement of Accounts for the year ended 31st March 2011.

1. Financial Results:

( Rs. In Lakh)

Particulars 2010-11 2009-10

Total Income including 346,358.87 1.95 exceptional items

Profit before Tax 2,041.49 (2.29)

Less: Income Tax 430.00 ---

Less: Deferred Tax 458.57 ---

Add: MAT Credit (186.75) ---

Profit/ (Loss) After Tax 1,339.67 (2.29)

Add: balance brought forward (20.30) (18.01) from Previous Year

Available Surplus 1,319.37 (20.30)

Director's recommendation for

Appropriation:

Transfer to General Reserve 100.47 ---

Proposed Dividend on Equity Shares @ 20% i. e. Rs. 2 per equity share of Rs. 10 each. (2009-10: Nil) 31.29 ----

Dividend Distribution Tax 37.51 ----

Surplus/ (Deficit) carried to 950.10 (20.30) Balance Sheet

2. Dividend:

Your Directors recommend a Dividend of Rs. 2/- per equity share (20%) for the financial year ended 31st March 2011 (Previous Year: Nil).

3. Company Restructuring:

Weizmann Group embarked on a restructuring exercise involving Merger of two subsidiaries of Weizmann Limited into Weizmann Limited & demerger of two Business Undertakings from Weizmann Limited into two Resultant Companies vide a Composite Scheme of Arrangement. The Scheme was sanctioned by Hon'ble High Court of Bombay vide its Order dated 29th October 2010. Pursuant to the Scheme the Forex Business Undertaking of Weizmann Limited with effect from 1st April 2010 stands transferred & vested into resultant Company Chanakya Holdings Limited. As per said Scheme and approval from Registrar of Companies, Mumbai, Maharashtra, name of Chanakya Holdings Limited was changed to Weizmann Forex Limited vide fresh Certificate of Incorporation issued on 29th December 2010. Pursuant to the Scheme your company issued 1,15,14,357 equity shares of Rs. 10 each to shareholders of Weizmann Limited, as on Record Date 10.12.2010 vide allotment- dated 16.12.2010.

Post allotment, Company listed its equity share capital on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from 28.06.2011.

4. Performance:

Your Company is a Registered Authorised Dealer Category II licensed by the Reserve Bank of India to provide the various services relating to Money Changing and is one of the Principal Representatives of Western Union Financial services, USA for money transfer services. The company has established its own branches of over 165 plus, about 260 extension counters exclusively for Western Union Money Transfer and has tied up with 6000 entities including public sector and private sector banks, NBFCs, large corporations as sub representatives and the aggregate outlets engaged in Western Union money transfer services for your company is over 32000 spread across India. Your Company is a Marketing agent for Co-branded Citibank World Money card (CWM) issued by Citibank and Travel Money Card issued by Axis Bank Ltd.

The company has tied up for money transfer with entities all over the country and they include leading Public and Private Sector Banks viz. Bank of Maharashtra, Canara Bank, Central Bank of India, Corporation Bank, Dena Bank, Dhanalakshmi Bank, Federal Bank, Indian Bank, Indian Overseas Bank, Punjab National Bank, Oriental Bank of Commerce, South Indian Bank, UCO Bank, Bharat Co- operative Bank, Nainital Bank, North Malabar Gramin Bank, The Lakshmi Vilas Bank, Pallavan Grama Bank, Cosmos Co-op Bank. Other entities include Stock Holding Corporation, BPCL Outlets, Centrum Direct, Muthoot Finance, Mannapuram Finance & Leasing, etc

During the year under review on a standalone basis, your Company posted a Total Income of Rs. 346,358.87 Lakh (previous year Rs.1.97 Lakh) resulting in a net profit of Rs. 1,339.67 Lakh (previous year Rs. 2.29) Lakh).

As the valued members are aware that your company is the resultant company in the matter of corporate restructuring of Weizmann Group as per the composite scheme of arrangement approved by Hon'ble High Court of Bombay on 29th October 2010 under which the forex business undertaking of Weizmann Limited was demerged into your company w.e.f. 1st April 2010 resulting in your company being engaged now in money changing and money transfer business. Consequently the Financials of current year and the previous year are not comparable.

5. Environment Protection:

With "Global Warming" the two dreaded words have been keeping world leaders awake on account of its tremendous adverse impact it could cause to our posterity.

In this context the world is left with no alternative but to maximize generation of power from renewable energy sources apart from taking other means like recycling, reusing, reducing the usage of carbon emitting products / items.

Your company being engaged in services of money changing and money transfer though has little avenues for reduction of impact of carbon emission through designing or carrying out research on their products.

Consequently your company as a basic philosophy that they too should contribute their little might in reducing the adverse impact to the environment, decided to invest in renewable energy sources like wind power project which is one of the most environment friendly, clean and green energy generation. The renewable energy from wind power project replaces the need for generating equivalent power from conventional sources and thus reduction in carbon emission into the atmosphere.

Your company in 2010-11 has invested about Rs.40 Crore in a 7.2 MW wind power project in Tamil Nadu. Based on opportunities and availability of good projects contributing to the environment, your company apart from continuing their business in core areas will have its long-term objective of playing its part in protection of environment by investing in different renewable energy projects in future.

6. Subsidiary and Joint Venture Companies:

Vedang Tours and Travels Limited, is a Subsidiary Company of your Company. The Statement pursuant to Section 212 of the Companies Act 1956 containing details of the Company's subsidiary as at 31st March 2011 is attached to the Annual Accounts.

The Consolidated Financial Statements of the Company and its Subsidiary prepared in accordance with Accounting Standard 21 prescribed under Companies (Accounting Standards) Rules form part of the Annual Report and Accounts.

A statement containing brief financial details of subsidiary company for the year ended 31st March 2011 is given and forms part of this Annual Report.

The Ministry of Corporate Affairs, Government of India vide their circular no. 5/12/2007-CL-III dated 8th February 2011 has granted general exemption under Section 212 (8) of the Companies Act, 1956 from attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiary Company to the Balance Sheet of the Company, provided certain conditions are fulfilled. Annual Accounts of the Subsidiary Company will be made available to the shareholders on request. The Annual Accounts of the Subsidiary Company will also be kept for inspection at the Head Office of the Company.

During the financial year 2010-11, Company invested in a Joint venture Company Horizon Remit SDN BHD, Malaysia. Holding of Company is around 49.99% and value of Investment is Rs. 272.39 Lakhs as on 31st March 2011. The said Joint Venture Company is an agent of Western Union Network (Ireland) Limited. The Company is engaged in business of Money transfer both outward and inward in Malaysia. There are 16 branches across Malaysia.

7. Directors:

Mr. Chetan D. Mehra and Mr. Vishnu P. Kamath were appointed, as Additional Directors on 1st December 2010 and Dr. Punyadeo Ojha, Mr. Kishore M. Vussonji, Mr. Upkar Singh Kohli and Ms. Smita V. Davda were appointed, as Additional Directors on 4th March 2011, in accordance with Section 260 of the Companies Act 1956 and Article 37 of the Company's Articles of Association and will cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Mr. H. V. Siraj, retires by rotation and being eligible offers himself for re-appointment.

Attention of the Members is invited to the relevant items in the Notice of the Annual general Meeting and the explanatory statement thereto.

8. Directors' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm:

a. that in preparation of Annual Accounts for the year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and the Profit and Loss Account for the year ended 31st March 2011;

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

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

9. Particulars of the Employees:

The Company does not have any employees whose particulars are required to be given under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975, as amended up to date.

10. Disclosures of Particulars:

Information as per The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the disclosure of particulars regarding Conservation of Energy, Research and Development, technology absorption are not applicable to the Company.

The details of Foreign Exchange earnings and outgo are as follows:

(Rs. in Lakh) YEAR ENDED YEAR ENDED 31st March 2011 31st March 2010

Foreign Exchange:

Earnings 113535.64 ----

Outgo 8.31 ----

11. Fixed Deposits:

Your Company has not accepted any fixed Deposits during the year, within the meaning of Section 58A of the Companies Act, 1956.

12. Auditors:

M/s. Sharp & Tannan, Chartered Accountants, Statutory Auditors of the Company retire at this Annual General Meeting and are eligible for re- appointment for which they have given their consent. The members will be required to appoint Auditors for the current year and fix their remuneration.

As required under provisions of Section 224 of the Companies Act, 1956, the Company has obtained written confirmation from the above auditors proposed to be re-appointed to the effect that their re- appointment, if made at this Annual General Meeting will be within the limits specified in Section 224 (1B) of the Companies Act, 1956.

13. Cost Audit:

As per Order of the Ministry of Corporate Affairs, dated 2nd May 2011, and pursuant to Section 233B of the Companies Act, 1956, Company is required to get audited, Cost records mantained under Cost Accounting Records (Electricity Industry) Rules, 2001,by a Practising Cost Accountant, from the financial year beginning 1st April 2011.

Mr. K. N. Satyanarayana, Practising Cost Accountant was appointed as Cost Auditor to carry out audit of the Cost records of the Company for the financial year 2011-12.

14. Auditor's Report:

The observations of the Auditors in their Report, read with notes annexed to the accounts, are self-explanatory.

15. Corporate Governance:

Your Company has complied with Corporate Governance requirement as per Clause 49 of the Listing Agreement with Stock Exchanges. A Report on Corporate Governance is annexed as Annexure I forming part of this Report. Auditors' Certificate on Corporate Governance forms part of Corporate Governance Report.

16. Management Discussion and Analysis Report:

Management Discussion and Analysis Report as required under the Listing Agreement with Stock Exchanges is annexed as Annexure II forming part of this Report.

17. Acknowledgement:

Your Directors express their grateful appreciation for the assistance and co-operation received from Government Authorities, Bankers, Lending Institutions, Suppliers and Customers during the year under review. Your Directors place on record their appreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Sd/-

D. G. Siraj

Chairman

Place: Mumbai

Date : 10th August 2011



 
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