Directors Report of Ajcon Global Services Ltd.

Mar 31, 2015

The Directors have great pleasure in presenting the Twenty Eighth Annual Report and the company's audited financial statement for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rupees in '000)

Year Ended Year Ended

Particulars 31.03.2015 31.03.2014

Income from Operations and Other Income 55,912.87 51,587.99

Profit before Interest & Depreciation 15,895.36 13,968.59

Less: Interests Bank charges 6,200.54 5,637.13

Less: Depreciation 4,471.11 4,204.89

Profit before Tax 5,223.71 4,126.57

Less: Provision for Taxation 2,312.70 2,058.37

Profit after Tax 2,911.01 2,068.20

Less: Deferred Tax Expenses/(Savings) (810.37) (533.29)

Net Profit 3,721.38 2,601.49

Add: Surplus brought forward 43,441.55 40,840.06

Less: Adjustment for change in depreciation due to provisions of Schedule II of (549.29) Company Act, 2013 charged to reserves.

Balance carried to Balance Sheet 46,613.64 43,441.55

OPERATIONS

The operations of the Company for the year under review have resulted in the gross profit of Rs. 15,895.36 thousand as against Rs. 13,968.59 thousand in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs. 3,721.38 thousand as against Rs. 2,601.49 thousand in the previous year. The gross revenue stood at Rs. 55,912.87 thousand as against Rs. 51,587.99 thousand during the previous year.

DIVIDEND

In order to conserve the resources for expansion of business and working capital needs, your Directors do not recommend any dividend.

SHARE CAPITAL

There was no change in the Authorized and Paid up share capital of the Company during the year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

SUBSIDIARY COMPANIES

The Company has three subsidiaries as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

A separate statement containing the salient features of the financial statements of all the subsidiary companies of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of the subsidiary companies and all other documents required to be attached to this report have been uploaded on the website of your Company (www.aicononline.com).

The financial performance of the subsidiary companies included in the consolidated financial statements of your Company is set out in the note No. 24 of the Notes to Accounts in Consolidated Financial Statements.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS

The Company has not made any loan or given any Guarantees during the year which are covered under the provisions of section 186 of the Companies Act, 2013. The details of the investment made by Company during the year are given in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet. Therefore Company has not constituted a Corporate Social Responsibility Committee. The provisions of a Corporate Social Responsibility shall be complied by the Company as and when applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH. 2015 AND 10th AUGUST. 2015 (date of Report).

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March, 2015) and the date of the Report (10th August, 2015).

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 29* May, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects of the said policy, covering in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report of the Company which forms part of this Report.

The Managing Director and Whole-Time Directors of the Company do not receive any remuneration from any of the subsidiary companies of the Company.

PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES

None of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Consequently statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be included.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, 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 of the Company and the same will be furnished on request.

DIRECTORS AND KEY MANAGERIAL PEROSNNEL

Pursuant to the provisions of section of 149 of the Act, which came into effect from 1st April, 2014. Mr. Narayan Atal, Mr. Samir Biswas and Mr. Rajendra Bakiwala were appointed as Independent Directors at the Annual General Meeting of the Company held on 14* August, 2014. The terms and conditions of appointment of Independent Directors are as per Scheduled IV of the Act.

During the year, the Board of Directors appointed Mrs. Ragini Chokshi as an Additional Director of the Company w.e.f. 14* February, 2015. Mrs. Ragini Chokshi holds office as a Director up to the date of this Annual General Meeting. The Company has received a notice along with the deposit of requisite amount under Section 160 of the Act from a member proposing Mrs. Ragini Chokshi as a candidate for the office of a Director of the Company.

In accordance with the provisions of Companies Act, 2013 Mr. Anuj Ajmera (DIN: 01838428), Executive Director retires by rotation and being eligible has offered himself for re-appointment.

Mr. Ashok Ajmera, Chairman and Managing Director & CEO , Mr. Ankit Ajmera, Whole -Time Director & CFO , Mr. Anuj Ajmera, Whole -Time Director and Mr. Shailendra Pathak, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The company has received declarations from all the independent Directors of the company confirming that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement with the Stock Exchange.

BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committee and Risk Management Committee.

BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower in its meeting held on 29* May, 2014 and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

BOARD MEETINGS

During the year four Board Meetings and one Separate Meeting of Independent Directors was held. The details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between the two meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013;

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

All Related Party Transactions are placed before the Audit Committee for the approval.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website http://ajcononline.com/Related_Party_Transaction.asp. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

Members of the Company at the 27th Annual General Meeting had appointed M/s. Bhatter and Co.(Firm Registration No. 131092W), Chartered Accountants as Statutory Auditors of the Company for a period of three years upto the conclusion of 30th Annual General Meeting of the Company subject to ratification of such appointment by the members at every Annual General Meeting. Accordingly, ratification of appointment of M/s. Bhatter and Co. as Statutory Auditor of the Company is proposed at the ensuing Annual General Meeting

AUDITORS' REPORT

The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31st March, 2015 are self-explanatory and therefore do not call for any further comments.

SECRETARIAL & INTERNAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. Kothari H. & Associates, Company Secretary in Practice, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015.

The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure- A" to this Report.

M/s Atul Donde & Co., Chartered Accountants, Mumbai have conducted the internal audit periodically and submitted their reports to the Audit Committee and their reports were reviewed by Audit Committee from time to time.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a manufacturing company nor the operation of your Company are not energy intensive. However, the disclosure regarding the same are set-forth below:

a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources. Company follows principles of "Green IT".

b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations. However, during the year there was no acquisition of new technology.

c) Foreign Exchange Earning & Outgo: During the year foreign exchange earnings were NIL (P.Y. Rs. 1040.14 thousand). The expenditure in foreign currency amounted to Rs. 242.35 thousand (P.Y. Rs. 525.46 thousands).

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure -B".

TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF

The dividends which remain unpaid/unclaimed for a period of seven years, have been transferred on due date by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. The company was required to transfer the sum of Rs. 135.33 thousand to the IEPF and the same has been transferred to said fund within stipulated time in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAU ACT. 2013.

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Your Directors further state that as on date there is no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

HUMAN RESOURCES

The well-disciplined workforce is the very foundation of the company's major achievements and shall continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Company's bankers, Institutional and other clients and customers, SEBI, NSE, BSE, MCX-SX, CDSL and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for its continued support for the Online Share Trading by its customers under the tie up with the Company.

The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also.

By Order of the Board

Place: Mumbai AshokAjmera

Date : 10.08.2015 Chairman & Managing Director

---

Mar 31, 2014

The Members,

The Directors have great pleasure in presenting the Twenty Seventh Annual Report and the Audited Accounts of your Company for the year ended 31st March 2014.

FINANCIAL RESULTS

Year Ended Year Ended 31.03.2014 31.03.2013 (Rs. ''000) (Rs. ''000)

Income from Operations and Other Income 51,587.99 66,501.65

Profit before Interest & Depreciation 13,968.59 20,125.63

Less: Interest & Bank charges 5,637.13 5,649.28

Less: Depreciation 4,204.89 4,003.63

Profit before Tax 4,126.57 10,472.72

Less: Provision for Taxation 2,058.37 3,650.00

Profit after Tax 2,068.20 6,822.72

Less: Deferred Tax Expenses/(Savings) (533.29) (139.04)

Net Profit 2,601.49 6,961.76

Add: Surplus brought forward 40,840.06 33,878.30

Balance carried to Balance Sheet 43,441.55 40,840.06

OPERATIONS

The operations of the Company for the year under review have resulted in the gross profit of Rs. 13,968.59 thousand as against Rs. 20,125.63 thousand in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs. 2,601.49 thousand as against Rs. 6,961.76 thousand in the previous year. The gross revenue stood at Rs. 51,587.99 thousand as against Rs. 66,501.65 thousand during the previous year.

The fall in both the top-line and the bottom-line of the Company was due to adverse market conditions throughout the year.

FUTURE OUTLOOK

Following the NDA (National Democratic Alliance) victory in the recently concluded general elections, expectations are now exceptionally high from the new Government with regards to reforms and governance. The clear electoral mandate given to a single party reduces political uncertainty and raises the potential for economic policy reform.

The New Government faces a daunting task of reversing a declining economic trend. It could be 8 to 12 months before we can see any green shoots of recovery. However, market may not wait till then and price in positive policy as well as administrative actions.

The fact that we will have a decisive Government is a good thing, but the coming 100 days are going to be very important the cabinet formation, the budget, even some indications of how the government is going to move to get the economy back on track, all these will be very important events to watch.

After the allocation of portfolios, the first litmus test for the new Government would be the Budget which is due sometime in July. Already expectations are building up for big ticket reforms to be announced before the budget, but will they happen only time will tell.

The budget document is expected to give the right signals specially with respect to subsidy policy and overall fiscal stance. The budget may also benefit from articulating appropriate contingencies for a probable disruption to food production this year.

Industry is expectantly waiting for NDA''s clarity on FDI issues in sectors like Insurance, Retail, Banking etc. Lot of policy actions is required in sectors like Mining, Power, Infrastructure, Real Estate etc. The entire world shall have a keen eye on the policy reforms which India would undertake. In view of the above, the new Government has to start firing all cylinders without wasting time. And if that happens, unprecedented amount of foreign money shall flow into India, which will be good for Indian market and economy and will in turn also boost our business prospects.

SHARE CAPITAL

There was no change in the Authorized and Paid up share capital of the Company during the year.

SUBSIDIARY COMPANIES

- Ajcon Commodity Brokers Ltd.

In view of some unfortunate happenings in the market place i.e. NSEL scam etc., the Company consciously kept on hold the expansion in this segment. However, with the New Government in place and change of guard even at the MCX Exchange, we feel more confident of doing good business in the current year.

- Ajcon Comtrade Pvt. Ltd.

A wholly owned subsidiary namely Ajcon Comtrade Pvt. Ltd. has issued the 8,00,000 equity shares of Rs. 10 each at par during financial year 2013-14. The Company is slated to take over the Commodity Broking Business of Ajcon Commodity Brokers Ltd., subject to regulatory approvals.

- Kanchanmanik Securities Pvt. Ltd.

A wholly owned subsidiary of your company namely Kanchanmanik Securities Pvt. Ltd. was incorporated during the financial year 2011-12 for the purpose of transfer of ownership in the M.P. Stock Exchange membership card . However, the change of name is yet to be effected in the records of concerned Exchange.

Consequently, there are three subsidiaries as on 31st March, 2014 viz. Ajcon Commodity Brokers Limited, Kanchanmanik Securities Pvt. Ltd. and Ajcon Comtrade Pvt. Ltd.

As per the circular No. 5/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the Board of Director of your Company in its meeting held on 29th May, 2014 has decided for not attaching the accounts of its subsidiaries for the financial year ended 31st March, 2014. However, the Company has presented a consolidated financial statement of holding Company and all its subsidiaries duly audited by Statutory Auditors. The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company, seeking such information at any point of time. The annual accounts of the Subsidiary Companies shall also kept open for inspection by any shareholder at the Registered Office at 101, Samarth, Lt. P.N. Kotnis Road, Off. Hinduja Hospital Mahim (W), Mumbai-400016 and shall also be posted on Company''s website.

INVESTMENT IN GROUP COMPANIES

There was no change in the investment made in the group companies, other than the subsidiary companies.

DIVIDEND

In order to conserve the resources for expansion of business and working capital needs, your directors do not recommend any dividend.

DIRECTORS

Mr. Ankit Ajmera retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Samir Biswas, Mr. Narayan Atal and Mr. Rajendra Bakiwala as an Independent Directors for five consecutive years for a term up to 31st March 2019. Detail of the proposal for appointment Mr. Samir Biswas, Mr. Narayan Atal and Mr. Rajendra Bakiwala are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 27th Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public during the year.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards and the requirements set out in schedule VI of Companies Act, 1956 have been followed and that there are no material departure from the same;

ii. that the selected accounting policies were applied consistently and the directors 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 on 31st March, 2014 and of the profit of the Company for the year ended on that date;

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

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

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable, as the Company is not engaged in manufacturing activities.

The Company has earned foreign exchange during the financial year 2013-14 by way of providing services to its overseas clients. Foreign Exchange earnings during the FY 2013-14 was Rs. 1,040.14 thousand. The expenditure in foreign currency amounted to Rs. 1,633.42 thousand.

EMPLOYEE INFORMATION

No information pursuant to Section 217 (2A) of the Companies Act, 1956 is attached, as there was no employee drawing remuneration in excess of limits prescribed.

AUDITORS

M/s. Bhatter and Co., Chartered Accountants, Mumbai, Auditors of the Company having Firm Registration No. 131092W, hold office till the conclusion of the forthcoming Annual General Meeting (AGM) and are eligible for re-appointment. Based on recommendation of Audit Committee and the Board of directors in their meeting held on 29th May, 2014 and pursuant to the provisions of Section 139 of the Companies Act, 2013, and rules made thereunder, the Board recommends the appointment M/s. Bhatter and Co., Chartered Accountants, as the Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held for the financial year 2016-17, subject to ratification of their appointment at every AGM.

SECRETARIAL & INTERNAL AUDITORS

Based on recommendation received from the Audit Committee, the Board of Directors at their meeting held on 29th May, 2014 appointed M/s. Kothari H. & Associates, Company Secretaries, Mumbai as a Secretarial Auditor of the Company under the relevant provisions of the Companies Act, 2013 for the financial year 2014-15.

M/s Atul Donde & Co., Chartered Accountants, Mumbai have conducted the internal audit periodically and submitted their reports to the Audit Committee. Audit committee has recommended re-appointment of existing internal auditor M/s. Atul Donde & Co., Chartered Accountants, as an internal auditor of the Company for financial year 2014-15 under the relevant provisions of the Companies Act, 2013.

AUDITORS'' REPORT & CERTIFICATION

The Auditors'' Report forms the part of this Annual Report. The Auditors have also certified the Company''s compliance requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is enclosed as an annexure to the Report on Corporate Governance.

The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31st March, 2014 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Company''s bankers, Institutional and other clients and customers, SEBI, NSE, BSE, MCX-SX, CDSL and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for its continued support for the Online Share Trading by its customers under the tie up with the Company.

The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also.

Place : Mumbai By Order of the Board Date : 29.05.2014

Ashok Ajmera Chairman & Managing Director

---

Mar 31, 2013

To The Members,

The Directors have great pleasure in presenting the Twenty Sixth Annual Report and the Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS

Year Ended Year Ended 31.03.2013 31.03.2012 (Rs. ‘000) (Rs. ‘000)

Income from Operations and Other Income 66,501.65 85,971.66

Profit before Interest & Depreciation 20,125.63 22,796.96

Less: Interest & Bank charges 5,649.28 6,643.23

Less: Depreciation 4,003.63 3,569.64

Profit before Tax 10,472.72 12,584.09

Less: Provision for Taxation 3,650.00 3,700.00

Profit after Tax 6,822.72 8,884.09

Less: Deferred Tax Expenses/(Savings) (139.04) (1,224.84)

Net Profit 6,961.76 10,108.93

Add: Surplus brought forward 33,878.30 23,769.44

Balance carried to Balance Sheet 40,840.06 33,878.30

OPERATIONS

The operations of the Company for the year under review have resulted in the gross profit of Rs. 20,125.63 thousand as against Rs. 22,796.96 thousand in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs. 6,961.76 thousand as against Rs. 10,108.93 thousand in the previous year. The gross revenue stood at Rs. 66,501.65 thousand as against Rs. 85,971.66 thousand during the previous year.

The year 2012-13, remained a challenging year both from domestic and global scenario. While the European financial crisis continued for this year, the domestic economy also suffered due to high inflation and uncontrolled fiscal deficit. The uncertain political scenario coupled with the scams & corruption cases in the Country also affected the sentiments in the markets. However, due to prudent management policies, changing the product mix and by focusing more on fee based services, your Company''s performance remained reasonably good.

During the year, the Company has taken membership of MCX-SX, to enable the clients to trade in Equity-Cash & F&O Segments of this new Stock Exchange of the Country.

FUTURE OUTLOOK

Prospect of likely normal monsoon – This should help boost growth, rural incomes and help in moderating stubborn food inflation. As per the forecast of Indian Meteorological Department, monsoon is expected to be 98.0% of the long-term average during the June-Sept season of FY14. It may, however, be noted that the actual agricultural output depends not only on the total quantum of rainfall during the season but also on the spatio- temporal distribution.

Recent big crash in gold & crude oil prices- In average terms, crude oil prices have fallen by 11.4% & gold prices by 10.0% in y-o-y terms. As India is a large importer of both these commodities, a sharp fall in their prices means lower inflation, lower current account deficit and faster interest rate cuts.

General elections in 2014 – Elections are typically accompanied by fiscal expansion in the preceding year. The Budget for FY14 too suggests an expansionary policy (29.4% increase in Plan expenditure).

CCI is moving the needle: The Cabinet Committee on Investments is fast-tracking the projects. On April 22, 2013, it cleared investments in 25 oil & gas blocks (16 with conditional clearances but 9 without any conditions). This will put to use US$ 13.4 bln in oil & gas exploration, which has already been incurred & will also bring in additional investment of US$ 2.5 bln. It has approved 13 projects of the power sector amounting US$ 6 bln. This includes 10 transmissions, 2 thermal and 1 hydro project. Collectively, the CCI has approved projects worth more than 1% of GDP in its 4 meetings.

Exports likely to Recover – On improving global outlook (esp. for the US) and government efforts. The new trade policy on April 18, 2013 has announced steps like greater market and product diversification, extension of Zero Duty Export Promotion Capital Goods (EPCG) Scheme to all sectors, to revive exports.

Slowdown in China''s growth – This is good for India as it will have depressing effect on major commodity prices like oil, coal, iron ore, steel, copper, etc. which are the major raw material for the domestic industry.

According to the report by the Economic Advisor to India''s Prime Minister, the nation''s worst economic slowdown in a decade has bottomed out and growth is expected to pick up to 6.4% during FY2013-14. The report said the government needs to do more in the coming months to facilitate new investments. A speedy execution of projects coupled with normal summer rains should usher in a broad-based economic recovery for India. We therefore expect FY 2013-14 to be a better year.

SHARE CAPITAL

There was no change in the Authorized and Paid up share capital of the Company during the year.

SUBSIDIARY COMPANIES

- Ajcon Commodity Brokers Ltd.

The Company''s commodity broking business remained under pressure. During the year, the Company continued adding clients doing commodity trading at trading facilities at Branches of its holding Company Ajcon Global Services Ltd. The Company''s book size has grown substantially. During the year, the company issued 62,500 Equity Shares at Rs. 200 per share.

- Ajcon Comtrade Pvt. Ltd.

A wholly owned subsidiary namely Ajcon Comtrade Pvt. Ltd. is incorporated during the financial year 2012- 13 with the authorized capital of Rs. 100.00 lac. This company will take over Commodity Broking Business from our subsidiary, Ajcon Commodity Brokers Ltd by way of slump sale.

- Kanchanmanik Securities Pvt. Ltd.

A wholly owned subsidiary of your company namely Kanchanmanik Securities Pvt. Ltd. was incorporated during the financial year 2011-12 for the purpose of transfer of ownership in the M.P. Stock Exchange membership card . However, the change of name is yet to be effected in the records of concerned Exchange.

Consequently, there are three subsidiaries as on 31st March, 2013 viz. Ajcon Commodity Brokers Limited, Kanchanmanik Securities Pvt. Ltd. and Ajcon Comtrade Pvt. Ltd.

As per the circular No. 5/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the Board of Director of your Company in its meeting held on 24th May, 2013 has decided for not attaching the accounts of its subsidiaries for the financial year ended 31st March, 2013. However, the Company has presented a consolidated financial statement of holding Company and all its subsidiaries duly audited by Statutory Auditors. The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company, seeking such information at any point of time. The annual accounts of the subsidiary Companies shall also kept open for inspection by any shareholder at the Correspondence and Corporate Office at 408, A-Wing, Express Zone, Cello-Sonal Realty, Near Oberoi Mall on Western Express Highway, Malad (E), Mumbai-400063 and shall also be posted on Company''s website.

INVESTMENT IN GROUP COMPANIES

There was no change in the investment made in the group companies, other than the subsidiary companies.

DIVIDEND

In order to conserve the resources for expansion of business and working capital needs, your directors do not recommend any dividend.

DIRECTORS

In accordance with the provisions of Section 255 & 256 of the Companies Act, 1956 and Article of Association of the Company, Mr. Rajendra Bakiwala, Director, retires by rotation and being eligible offer himself for re- appointment at the ensuing Annual General Meeting.

The term of Mr. Anuj Ajmera, Executive Director expires on 31st March, 2013. Hence, the Board of Director has recommended his reappointment for further period of 5 years.

Brief resume of the Directors proposed to be reappointed, nature of his expertise in specific functional areas and name of companies in which he hold directorship and memberships/Chairmanship of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchange in India, are provided in the Report on Corporate Governance forming part of Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules made there under.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departure from the same;

ii. that the selected accounting policies were applied consistently and the directors 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 on 31st March, 2013 and of the profit of the Company for the year ended on that date;

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

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

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable, as the Company is not engaged in manufacturing activities.

The Company has not earned foreign exchange during the financial year 2012-13. The expenditure in foreign currency was Rs. 1,812.79 thousand.

EMPLOYEE INFORMATION

No information pursuant to Section 217 (2A) of the Companies Act, 1956 is attached, as there was no employee drawing remuneration in excess of limits prescribed.

AUDITORS

M/s. Bhatter and Co., Chartered Accountants, Mumbai, Auditors of the Company having Firm Registration No. 131092W, retires at the ensuing Annual General Meeting, are eligible for re-appointment. Their appointment is recommended to hold office until the conclusion of the forthcoming Annual General Meeting. The Company has received certificate from the Auditors to the effect that their reappointment, if made, will be in accordance with sub-section (1B) of section 224 of the Companies Act, 1956.

The Audit Committee and the Board of directors therefore recommend M/s. Bhatter & Co., Chartered Accountants as Statutory Auditors of the Company for the year 2013-14 for the approval of shareholders.

AUDITORS'' REPORT & CERTIFICATION

The Auditors'' Report forms the part of this Annual Report. The Auditors have also certified the Company''s compliance requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is enclosed as an annexure to the Report on Corporate Governance.

The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31st March, 2013 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Company''s bankers, Institutional and other clients and customers, SEBI, NSE, BSE, MCX-SX, CDSL and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for its continued support for the Online Share Trading by its customers under the tie up with the Company.

The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also.

For and on behalf of the Board

Mumbai 24.05.2013 (Ashok Ajmera)

Chairman & Managing Director

---

Mar 31, 2012

The Directors have great pleasure in presenting the Twenty Fifth Annual Report and the Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL RESULTS

Year Ended Year Ended 31.03.2012 31.03.2011 (Rs in lacs) (Rs in lacs)

Income from Operations and Other Income 859.72 772.27

Profit before Interest & Dep. 227.97 226.92

Less: Interest & Bank charges 66.43 71.44

Less: Depreciation 35.70 39.70

Profit before Tax 125.84 115.78

Less: Provision for Taxation 37.00 30.00

Profit after Tax 88.84 85.78

Less: Deferred Tax (Liability)/ Assets 12.25 (9.41)

Net Profit 101.09 76.37

Add: Surplus brought forward 237.69 161.32

Balance carried to Balance Sheet 338.78 237.69

OPERATIONS

The operations of the Company for the year under review have resulted in the gross profit of Rs 227.97 lacs against Rs 226.92 lacs in the previous year. After providing for interest, depreciation and taxes, the Company has made a net profit of Rs 101.09 lacs as against Rs76.37 lacs in the previous year. The gross revenue stood at Rs 859.72 lacs as against Rs 772.27 lacs during the previous year. The above figure demonstrated an increase of 11.32% in the top line and 32.37% in the bottom line.

The year 2011-12, remained a problematic year both from domestic and global point of view. While the Europe financial crisis continued, the domestic economy also suffered a lot resulting into high inflation and uncontrollable fiscal deficit. However, due to prudent management policies changing the product mix focusing more on fee based services, your Company's performance remained positive.

FUTURE OUTLOOK

Globally, European Countries continue to reel under tremendous stress. US too is still not out of woods with unemployment rates continue to be high. Concerns on slowdown in China are also emanating fast. China's GDP growth hit its slowest level in three years in the first quarter of 2012 at 8.1 per cent against 8.9 per cent for the previous quarter. Chinese Exports rose 4.9 per cent in April from a year earlier, missing economists' expectations for an 8.5 per cent increase and much weaker than the 8.9 per cent export growth in March 2012.

Domestically, our currency has lost a quarter of its value since July 2011 to touch levels of 55 and the CAD-GDP ratio is at 4%-close to the levels seen in countries affected by the East Asian crisis and higher than the 3% level of crisis hit India of 1991. However, there are important differences - import cover, external debt to GDP, and debt service ratio are at more comfortable levels now.

In addition, domestic inflation levels too are at uncomfortable levels. The recent hike in petrol prices would augur well for the much starved Oil Marketing Companies, however, this would bloat the fuel inflation numbers which would add pressure and the vicious circle of elongated interest rates and growth slowdown may continue.

We believe that Indian economy is facing headwinds like higher crude oil prices, elevated inflation and interest rate levels leading to liquidity crunch which may lead to growth slowdown of the corporates.

We at Ajcon, However kept our focus on our own micro activities and kept looking for opportunities even in these adverse times. While the broking business remained under pressure, our advisory and consultancy services business has given good results. During the year we successfully executed some prestigious transactions. Since, we have this year secured Merchant Banking Registration, we expect good growth in the investment banking activities of the Company.

SHARE CAPITAL

There was no change in the paid up share capital of the Company during the year. However, Authorised share capital of the Company was increased from Rs 7.00 Crore to Rs 10.00 Crore vide Ordinary Resolution passed at Annual General Meeting held on 12th August, 2011.

SUBSIDIARY COMPANIES

- Ajcon Commodity Brokers Ltd.

The Company's commodity broking business remained under pressure. During the year, the Company continued adding clients doing commodity trading at trading facilities at Branches of its holding Company Ajcon Global Services Ltd. The Company's NBFC business has shown major signs of improvement. To take care of enhanced business and investment needs, the Company's Authorised Capital was increased from Rs 200.00 lacs to Rs 250.00 lacs and the Company allotted 175,000 Equity Shares of Rs 10/- each at a premium of Rs 190/- each.

- Kanchanmanik Secutrities Pvt. Ltd.

A wholly owned subsidiary namely Kanchanmanik Securities Pvt. Ltd. was incorporated during the financial year 2011-12, with the Authorized Capital of Rs 25 lacs and Paid up Capital of Rs 10 lacs. Consequently, the total numbers of subsidiaries as on 31st March, 2012 are two. Kanchanmanik Securities Pvt. Ltd. did not carry on any activity during financial year 2011-12.

As per the circular No. 5/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Company's subsidiaries i.e. Ajcon Commodity Brokers Limited & Kanchanmanik Securities Pvt. Ltd.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company, seeking such information at any point of time. The annual accounts of the subsidiary Companies shall also kept open for inspection by any shareholder at the Registered Office at 101, Samarth Lt. P.N. Kotnis Road, off. Hinduja Hospital, Mahim (West), Mumbai-400016 and shall also be posted on Company's website.

INVESTMENT IN GROUP COMPANIES

There was no change in the investment made in the group Companies, other than the subsidiary Company.

DIVIDEND

In order to conserve the resources for expansion of business and Working Capital needs, your Directors do not recommend any dividend.

DIRECTORS

In accordance with the provisions of Section 255 & 256 of the Companies Act, 1956 and Article of Association of the Company, Mr. Narayan Atal, Director, retires by rotation and being eligible offer him self for re-appointment at the ensuing Annual General Meeting.

Brief resume of Director proposed to be reappointed, nature of his expertise in specific functional areas and name of companies in which he hold directorship and memberships/Chairmanship of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchange in India, are provided in the Report on Corporate Governance forming part of Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a management discussion and analysis statement, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departure for the same,

ii. that the selected accounting policies were applied consistently and the directors 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 on 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

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

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable, as the Company is not engaged in manufacturing activities.

The Company has not earned foreign exchange during the financial year 2011-12. The expenditure in foreign currency (Travelling) was Rs 0.17 lacs.

EMPLOYEE INFORMATION

No information pursuant to Section 217 (2A) of the Companies Act, 1956 is attached, as there was no employee drawing remuneration in excess of limits prescribed.

AUDITORS

M/S Bhatter and Co., Chartered Accountants, Mumbai, Auditors of the Company, ICAI Firm Registration no. 131092W, retire at the ensuing Annual General Meeting, are eligible for re-appointment, their appointment is recommended to hold office until the conclusion of the forthcoming Annual General Meeting. The Company has received certificate from the Auditors to the effect that their reappointment, if made, will be in accordance with sub-section (1B) of section 224 of the Companies Act, 1956.

The Audit Committee and the Board of directors therefore recommend M/S Bhatter & Co., Chartered Accountants as Statutory Auditors of the Company for the year 2012-13 for the approval of shareholders.

AUDITORS' REPORT & CERTIFICATION

The Auditors' Report forms the part of this Annual Report. The Auditors have also certified the Company's compliance requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is enclosed as an annexure to the Report on Corporate Governance.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on financial statements for the year ended 31st March, 2012 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Company's bankers, Institutional and other clients and customers, SEBI, NSE, BSE, MCX-SX, CDSL and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for its continued support for the Online Share Trading by its customers under the tie up with the Company.

The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also.

For and on behalf of the Board

Mumbai

30.05.2012 (Ashok Ajmera)

Chairman

---

Mar 31, 2011

The Members,

The Directors have great pleasure in presenting the Twenty Fourth Annual Report and the Audited Accounts of your Company for the year ended 31st March 2011.

FINANCIAL RESULTS

Year Ended Year Ended

31.03.2011 31.03.2010

(Rs. in Lacs) (Rs.in Lacs)

Income from Operations and Other Income 772.27 424.60

Profit before Interest & Dep. 226.92 159.36

Less: Interest & Bank charges 71.44 50.24

Less: Depreciation 39.70 35.02

Profit before Tax 115.78 74.10

Less: Provision for Taxation 30.00 18.25

Profit after Tax 85.78 55.85

Less: Deferred Tax Liabilities 9.41 8.75

Net Profit 76.37 47.10

Add: Surplus brought forward 161.32 114.23

Balance carried to Balance Sheet 237.69 161.32

OPERATIONS

The operations of the Company for the year under review have resulted in the gross profit of Rs.226.92 lacs against Rs 159.36 lacs in the previous year showing an increase of 42%. After providing for interest, depreciation and taxes, the Company has made a net profit of Rs.76.37 lacs as against Rs. 47.10 lacs in the previous year. The gross revenue stood at Rs.772.27 lacs as against Rs. 424.60 lacs during the previous year. The above figures demonstrated an increase of 82% in the top line and 62% in the bottom line.

The year 2010-11 continued on the economic recovery path, Indian economy surged ahead and the Country achieved GDP growth of 8.50%. The Company's performance also improved substantially which is evident from the above-mentioned results.

FUTURE OUTLOOK

The World economy is still not out of woods. While the US economy stabilized, problem in U.K. and Europe still continuous. Though the stronger European Countries together with World Bank are working out the massive bail out package for the weaker Countries,the negative effect might continue for some more time.

The Indian economy roared back in 2010, with the Gross Domestic Product, growing at 8.6 per cent in the first quarter (January- March) and then going up a notch closer to nine per cent in the next two quarters of April-June and July-September. The overall outlook remained bright, with industrial growth set to be in double digits and good a monsoon brightening the prospects of agricultural production. The biggest concern arose from inflation, which the government failed to tame for almost all of 2010 and early 2011 thereby bagging the overall GDP growth of 2011 at 8.50%.

Your Company continues to pursue its expansion plans in the retail broking area, during the year your Company signed agreement with Bank of India for online Broking tie-up for banks customers. The trading platform www.pyarapaisa.com went live and both the Company's direct clients and Bank of India customers started trading on it. The Company expects to enroll more then 5000 clients under this tie up in one year.

On the consultancy and advisory front also,the Company has done extremely well concluding three major assignments during the year along with routine cases.

Barring unfore seen circumstances, your directors are hopeful of achieving much better results in coming year.

SHARE CAPITAL

There was no change in the paid up share capital of the Company during the year. However, your Board thought it fit to raise the Authorised share capital of the Company from Rs.7.00 Crore to Rs. 10.00 Crore for which the approval of members in the ensuing General Meeting is sought.

SUBSIDIARY COMPANY

Ajcon Commodity Brokers Ltd, the subsidiary Company has grown commodity broking business. During the year, the Company added sizable number of clients doing commodity trading at trading facilities at Branches of its holding Company Ajcon Global Services Ltd. However, the Company has not done anything much in NBFC area of activity, except trading in shares and securities.

As per the circular No. 5/12/2007-CL-III dated 8th February, 2011 issued by Government of India, Ministry of Corporate Affairs, the required financial information in the consolidated balance sheet is given in respect of Company's subsidiary i.e. Ajcon Commodity Brokers Limited.

The annual accounts of the afore said subsidiary and the related detailed information shall be made available to shareholders of the Company and its subsidiary, seeking such information at any point of time. The annual accounts of the subsidiary Company shall also kept open for inspection by any shareholder at the Registered Office at 101, Samarth Lt. P.N. Kotnis Road, off. Hinduja Hospital ,Mahim (West), Mumbai-400016 and shall also be posted on Company's website.

INVESTMENT IN GROUP COMPANIES

There was no change in the investment made in the group Companies.

DIVIDEND

In order to conserve there sources for expansion and Working Capital needs, your Directors do not recommend any dividend.

DIRECTORS

In accordance with the provisions of Section 255 & 256 of the Companies Act, 1956 and Article of Association of the Company, Mr. Samir Biswas, Director, retires by rotation and being eligible offer him self for re-appointment at the ensuing Annual General Meeting.

Brief resume of Director proposed to be reappointed, nature of his expertise in specific functional areas and name of companies in which he hold directorship and memberships/Chairmanship of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchange in India, are provided in the Report on Corporate Governance forming part of Annual Report.

The terms of Shri Ashok Kumar Ajmera, Managing Director expires on 31st March 2012. Your Board has recommended his reappointment for a further period of 5 years.

The term of Shri Ankit Ajmera, Executive Director expireson 30th June, 2011. Your Board has recommended his reappointment for a further period of 5 years.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a management discussion and analysis statement, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departure for the same,

ii. that the selected accounting policies were applied consistently and the directors made judgments and estimates that are reason able and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March,2011 and of the profit of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

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

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as prescribed under Section 217(l) (e) of the Companies Act,1956 read with Companies (disclosure of particulars in the report of Board of Director) Rules, 1988 are not applicable as the Company is not engaged in manufacturing activities.

The Company has earned foreign exchange of Rs.299.86 Lacs (US $6,42,384) during the year by way of Professional Fees.

EMPLOYEE INFORMATION

No information pursuant to Section 217 (2A) of the Companies Act, 1956 is attached, as there was no employee drawing remuneration in excess of limits prescribed.

AUDITORS

M/S Bhatter and Co., Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting, are eligible for re-appointment, their appointment is recommended to hold office until the conclusion of the forthcoming Annual General Meeting. The Company has received certificate from the Auditors to the effect that their reappointment, if made, will be in accordance with sub-section (B) of section 224 of the Companies Act, 1956.

The Audit Committee and the Board of directors therefore recommend M/S Bhatter & Co., Chartered Accountants as Statutory Auditors of the Company for the year 2011-12 for the approval of shareholders.

AUDITORS' REPORT & CERTIFICATION

The Auditors' Report forms the part of this Annual Report. The Auditors have also certified the Company's compliance requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is enclosed as an annexure to the Report on Corporate Governance.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes to Accounts for the year ended 31st March, 2011 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act,1956.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Company's bankers, Institutional and other clients and customers, SEBI, NSE, BSE, MCX-SX, CDSL and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for having made a tie up with the Company for the Online Share Trading by its customers.

The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the level sand hopes that they would continue their dedicated efforts in the future also.

For and on behalf of the Board

(Ashok Kumar Ajmera) Chairman

Mumbai 30.05.2011

---

Mar 31, 2010

The Directors have great pleasure in presenting the Twenty Third Annual Report and the Audited Accounts of your Company for the year ended 31st March 2010.

FINANCIAL RESULTS

Year Ended Year Ended

31.03.2010 31.03.2009

(Rs. in Lacs) (Rs. in Lacs)

Income from Operations and Other Income 424.60 271.72

Profit before Interest & Dep. 159.36 93.40

Less: Interest & Bank charges 50.24 29.12

Less: Depreciation 35.02 28.97

Profit before Tax 74.10 35.30

Less: Provision for Taxation 18.25 6.00

Profit after Tax 55.85 29.30

Less: Deferred Tax Liabilities 8.75 0.61

Net Profit 47.10 28.69

Add: Surplus brought forward 114.23 85.54

Balance carried to Balance Sheet 161.32 114.23

OPERATIONS:

The operations of the Company for the year under review have resulted in the gross profit of Rs.159.36 lacs against Rs.93.40 lacs in the previous year showing an increase of 70%. After providing for interest, depreciation and taxes, the Company has made a net profit of Rs.55.85 lacs as against Rs. 29.30 lacs in the previous year. The gross revenue stood at Rs.424.60 lacs as against Rs. 271.72 lacs during the previous year. The above figures demonstrated an increase of 56% in the top line and 90% in the bottom line.

The year 2009-10 was a year of economic recovery after the melt down of previous year, Indian economy surged ahead and the Country achieved GDP growth of 7.30%. The Companys performance also improved substantially which is evident from the above- mentioned results.

FUTURE OUTLOOK

The World economy is still not out of woods. While the US economy stabilized, problem in Europe lead by financial crisis in Greece started affecting the capital markets World over adversely. Some more European Countries have also started showing signs of financial weakness. Though the stronger European Countries together with World Bank are working out the massive bail out package for the weaker Countries, the negative effect might continue for some more time.

The Indian economy is doing extremely well and the GDP growth expectations for the year 2010-11 are increased to 8.5%. But the fallout of European problems is affecting the sentiments in Indian markets also.

Your Company continues to pursue its expansion plans in the retail broking area, which was restarted last year after having put on hold due to the economic meltdown during 2008-09. In order to give a major boost to the retail participation, the Company has entered into an arrangement with a leading Public sector bank for providing Companys online platform for trading to the customers of the said bank. We expect a major rise in the retail broking business of the Company with this tie up.

On the consultancy and advisory front also, the Company is doing well by capturing some large assignments, which are expected to result into much better earnings in the coming year.

Barring unforeseen circumstances, your directors are hopeful of a smart recovery in the fortunes of the Company.

SHARE CAPITAL AND SHARE WARRANTS

675,000 Share Warrants of Rs.85/- each issued by the Company in the year i.e.2007-08 were cancelled and the advance amount of Rs. 5,737,500 paid thereon was forfeited and transferred to General Reserves as the option holders did not exercise their option to convert their warrants into Equity due to falling market price of the shares of the Company.

SUBSIDIARY COMPANY

Ajcon Commodity Brokers Ltd, the subsidiary Company has grown comparatively at a slower pace in its commodity broking business due to the extreme volatility in the commodity prices from risk management angle. During the year, the Company expects to add a sizable number of clients doing commodity trading at trading facilities at Branches of its holding Company Ajcon Global Services Ltd. The company has during the year revived its NBFC status and plan to recommence the business of NBFC.

In compliance with the requirement of section 212 (2) of the Companies Act, 1956, Directors Report along with the Statement of Accounts of Ajcon Commodity Brokers Ltd., the subsidiary of your Company for the year ended 31st March, 2010 are appended to the Annual Report.

INVESTMENT IN GROUP COMPANIES

During the year, the Company has increased its investment in Ajcon IT.Com Ltd. and has made afresh investment in another group Company namely Ajcon Infra Projects Pvt. Ltd. The said investments are well within the prescribed limits and are made from strategic point of view to reap greater benefits at a later date.

DIVIDEND

In order to conserve the resources for expansion and Working Capital needs, your Directors do not recommend any dividend.

DIRECTORS

In accordance with the provisions of Section 255 & 256 of the Companies Act, 1956 and Article of Association of the Company, Mr.Rajendra Bakiwala, Director, retires by rotation and being eligible offer him self for re-appointment at the ensuing Annual General Meeting.

Brief resume of Director proposed to be reappointed, nature of his expertise in specific functional areas and name of companies in which he hold directorship and memberships/Chairmanship of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchange in India, are provided in the Report on Corporate Governance forming part of Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

CORPORATE GOVERNANCE

The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a management discussion and analysis statement, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departure for the same,

ii. that the selected accounting policies were applied consistently and the directors 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 on 31st March, 2010 and of the profit of the Company for the year ended on that date;

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

iv. that the annual accounts have been prepared on a “going concern” basis.

INSURANCE

All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable, as the Company is not engaged in manufacturing activities.

The Company has not earned any foreign exchange during the year.

EMPLOYEE INFORMATION

No information pursuant to Section 217 (2A) of the Companies Act, 1956 is attached, as there was no employee drawing remuneration in excess of limits prescribed.

AUDITORS

M/S G.N. Shanbhag and Co., Chartered Accountants, Mumbai, Auditors of the Company, retire at the ensuing Annual General Meeting, are eligible for re-appointment, their appointment is recommended to hold office until the conclusion of the forthcoming Annual General Meeting. The Company has received certificate from the Auditors to the effect that their reappointment, if made, will be in accordance with sub-section (1B) of section 224 of the Companies Act, 1956.

The Audit Committee and the Board of directors therefore recommend M/S G.N. Shanbhag & Co., Chartered Accountants as Statutory Auditors of the Company for the year 2010-11 for the approval of shareholders.

AUDITORS REPORT & CERTIFICATION

The Auditors Report forms the part of this Annual Report. The Auditors have also certified the Companys compliance requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is enclosed as an annexure to the Report on Corporate Governance.

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their thanks and gratitude to Companys bankers, Institutional and other clients and customers, SEBI, NSE, MCX-SX, CDSL and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence.

The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also.

For and on behalf of the Board

Mumbai

28.05.2010

(Ashok Kumar Ajmera)

Chairman