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Directors Report of Avonmore Capital & Management Services Ltd.

Mar 31, 2018

To the Members,

The Board of Directors of your Company have pleasure in presenting the 26^th Annual Report of Avonmore Capital & Management Services Limited alongwith the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2018.

FINANCIAL SUMMARY / HIGHLIGHTS

The standalone and consolidated financial highlights of your Company are as follows:

(Rs. in Lakh)

Particulars	2017-18		2016-17
Particulars	Standalone	Consolidated	Standalone	Consolidated
Total Income	2,710.54	10,333.20	691.69	6129.09
Total expenditure	84.26	7,235.06	70.40	5,596.79
Profit before Tax	2,626.22	3,098.18	621.29	528.82
Tax expenses	558.46	576.39	0.66	8.93
Profit after Tax	2,067.76	2,521.80	620.62	519.88
Profit available for appropriation	1654.21	2030.34	496.50	481.65

STANDALONE & CONSOLIDATED FINANCIALS

Total revenues for the financial year ended March 31, 2018 amounted to Rs. 2,710.54 Lakhs as compared to Rs. 691.69 Lakhs in the previous financial year. As per the Consolidated Accounts, the total revenues are Rs. 10333.20 Lakhs, as against the previous financial year''s revenue of Rs. 6129.09 Lakhs. Net Profit for the financial year 201718 is amounted to Rs. 2,067.76 Lakhs as against Rs.620.62 Lakhs in the previous financial year. As per the Consolidated Accounts, the net profit for the financial year 2017-18 is Rs. 2521.80 Lakhs as against the profit of Rs. 519.88 Lakhs in the previous financial year.

DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares of the Company for the current financial year due to conservation of Profits for the future aspects.

RESERVES

Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bank of India (RBI) Act, 1934, created a Reserve Fund and during the year under review the Company has transferred an amount of Rs. 413.55 Lakhs out of the profits of the year to the said Reserve Fund.

The Company proposes the total amount of Rs. 1654.21 Lakhs available for appropriation to be retained in the profit and loss account.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 and Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors'' Report are annexed with this Report. The said Financial Statements are also available on the website of the Company at www.avonmorecapital.in.

CASH FLOW STATEMENT

In conformity with the provisions of Listing Regulations, the Cash Flow Statement for the year ended March 31, 2018 is annexed hereto.

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

Your Company has acquired 51% stake in âTRP Social Consultants Private Limited'' and it has become a subsidiary of Avonmore Capital & Management Services Limited w.e.f. June 15, 2018.

There are no other material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2018 and August 13, 2018, being the date of this report.

RBI GUIDELINES

The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

SHARE CAPITAL

During the year under review, the Company has not issued shares or increased its Share Capital.

PUBLIC DEPOSITS

Your Company had neither accepted any Public Deposits during the year nor does the Company have any plan to accept any deposits from the public.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2018, your Company has the following entities as its subsidiaries and Associates:

a. Almondz Infosystem Private Limited.

b. Almondz Global Securities Limited.

c. Latitude 23 Communications Limited.

d. Red Solutions Private Limited.

e. Apricot Infosoft Private Limited.

f. Avonmore Developers Private Limited.

g. Anemone Holdings Private Limited.

h. Glow Apparels Private Limited.

i. Shivsathi Niketan Limited.

j. Yug Infrastructures Private Limited. (Associate through subsidiary) k. Carya Chemicals & Fertilizers Private Limited. (Associate through subsidiary)

l. Willis Towers Watson India Insurance Brokers Private Limited (formerly known as Almondz Insurance Brokers Private Limited.) (Associate through subsidiary)

During the year under review, Willis Towers Watson India Insurance Brokers Private Limited (formerly known as Almondz Insurance Brokers Private Limited ceased to be subsidiary of Avonmore Capital & Management Services Limited and became the Associate Company of one of our wholly-owned subsi namely Anemone Holdings Private Limited w.e.f. 06.07.2017.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a Company''s Subsidiary or Subsidiaries, Associate Company or Companies in the prescribed format AOC-1 which form part of the Annual Report as Annexure-I.

The financial statement of each of the subsidiaries is put on the Company''s website and may be accessed at: www.avonmorecapital.in. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

- In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Govind Prasad Agarwal is liable to retire by rotation at the ensuing Annual General Meeting of your Company and being eligible have offered himself for his re-appointment. Your Board of Directors on the recommendations of Nomination & Remuneration Committee has recommended his re-appointment.

- Pursuant to sub-section (6) of Section 149 of the Companies Act, 2013, a declaration by Independent Director(s), that they meet the criteria of Independence as provided in Section 149 (6) of the Companies Act, 2013 is received and taken on record.

An Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company.

Key Managerial Personnel

- Mr. Ashok Kumar Gupta: Managing Director.

- Mr. Sagar Gupta: Company Secretary and Compliance Officer.

- Mr. Swapan Guha: Chief Financial Officer.

MEETINGS OF THE BOARD

During the financial year 2017-18, 8 (Eight) meetings of the Board of Directors were held. For further details, please refer report on Corporate Governance forming part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of three Independent Directors and one Non-Executive Director viz., Mr. Ajay Kumar (Chairman), Mr. Govind Prasad Agrawal, Mr. Shyam Sunder Lal Gupta and Mr. Chand Krishan Tikku as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

LISTING

The Company is listed with Bombay Stock Exchange Ltd.

The shares of the Company were listed on Delhi Stock Exchange Ltd. (DSE), DSE House, 3/1, Asaf Ali Road, New Delhi 110002. However, SEBI vide its order No.WTM/PS/45/MRD/DSA/NOV/2014 dated 19 November 2014 withdrew the recognition granted to the said stock exchange.

AUDITORS AND AUDITORSâ REPORT

STATUTORY AUDITORS

At the Annual General Meeting held on September 28, 2017, M/s Mohan Gupta & Company, Chartered Accountants (Firm Registration No. 006519N), was appointed as the statutory auditors of the Company, in place of retiring auditors M/s H. K. Chhabra & Co., Chartered Accountants for a term of five (5) years from the conclusion of the 25^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of the Company, subject to ratification of their appointment by the members at every Annual General Meeting held during their tenure of appointment, as applicable, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee from time to time.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 26^th AGM to be held on September 27, 2018.

Further, the report of the Statutory Auditors alongwith notes to Schedules for the year ended March 31, 2018 is enclosed to this report. The Auditors'' Report is self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

The Board had appointed M/s C. B. Mishra & Associates, Company Secretaries in Wholetime Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18.

The Secretarial Audit report in the prescribed Form No. MR-3 is annexed as Annexure-II.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s C. B. Mishra & Associates, Practicing Company Secretaries in their audit report.

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

The provisions of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your company as it is not a manufacturing Company.

However, your Company has been increasingly using information technology in its operations and promotes conservation of resources. There was no foreign exchange inflow or Outflow during the year under review.

PARTICULARS OF EMPLOYEES

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 Personal) Rules, 2014 are provided in Annexure -III.

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, no employee have drawn remuneration in excess of the limits set out in the said rules.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent in the industry. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Chartered Accountant confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (54 of 1969)

The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969):

Mr. Navjeet Singh Sobti

Ms. Gurpreet N. S. Sobti

Innovative Money Matters Pvt. Ltd.

Almondz Global Securities Ltd.

Rakam Infrastructures Pvt. Ltd.

Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

EXTRACTS OF ANNUAL RETURN

An extracts of Annual Return as prescribed under Section 92 (3) of the Companies Act, 2013 (âthe Act'') and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT-9 is annexed as Annexure-IV.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts /arrangements / transactions entered by the Company with related parties during the financial year, were in ordinary course of business and on arm''s length basis.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year 2017-18, pursuant to Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all RPTs were placed before Audit Committee for its prior/ omnibus approval. The Policy on RPTs as approved by Board was uploaded on the Company''s website.

Further details of Related Party transactions as required to be disclosed by Accounting Standard on âRelated Party Disclosuresâ specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed through appropriate structures that are in place at your Company, including suitable reporting mechanisms.

POLICY ON INSIDER TRADING

Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed the Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The Code of Conduct is available on your Company''s website www.avonmorecapital.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://www.avonmorecapital.in/pdf/CSR 2017.pdf.

The key philosophy of the Company''s CSR initiative is to promote development through social and economic transformation.

The Company has, inter-alia, identified following areas in which it may engage for its CSR activities:

1. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water.

2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently-abled and livelihood enhancement projects.

3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.

5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts.

6. Measures for the benefit of armed forces veterans, war widows and their dependants.

7. Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports.

8. Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, Scheduled Tribes, other backward classes, minorities and women.

9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

10. Rural development projects.

11. Such other matters as may be prescribed under applicable statute;

12. Such other activity / social cause as may be thought fit by the CSR Committee and approved by the Board.

During the year under review, the Company has spent Rs. 4.80 lakhs on CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure-V.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans given, Investments made, guarantees given and securities provided to other Bodies Corporate or persons as covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

During the year under review, there are no significant or material orders passed by any regulator, court or tribunal impacting the going concern status and Company''s operations in future.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI in January 2017, the Board has carried out an annual performance evaluation of its own performance, the individual Director''s performance including Chairman and Independent Directors as well as an evaluation of the working of all Board Committees.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors held a meeting on May 30, 2018 and:

- Reviewed the performance of Non-Independent Directors and the Board as a whole.

- Reviewed the performance of the Chairperson of the Company.

- Assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

Necessary implementations of their suggestions have been initiated.

HUMAN RESOURCES

Your Company treats its âhuman resourcesâ as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances, actual or suspected fraud or violation of the Codes of Conduct or policy. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use such mechanism. It also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.avonmorecapital.in under whistle blower Policy link.

INTERNAL CONTROL SYSTEMS

ACMS''s internal control systems are designed to ensure operational efficiency, accuracy and promptness in financial reporting and compliance with Laws and Regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls. ACMS''s internal control system is commensurate with its size, nature and operations.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors have adopted a Policy on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes and independence of a Director and other matters. The Remuneration policy for directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration policy aims to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company

SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The company did not receive any complaints to report in the Board''s report.

MAINTANANCE OF COST RECORDS

During the period under review, the provision of section 148 of the Companies Act, 2013 relating to maintenance of cost records does not applicable to the Company.

DISCLOSURE

As per the SEBI (LODR) Regulations, corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report. Details of the familiarization programme of the Independent Directors are available on the website of the Company (www.avonmorecapital.in). Policy for determining material subsidiaries of the Company is available on the website of the Company (www.avonmorecapital.in). Policy on dealing with related party transactions is available on the website of the Company (www.avonmorecapital.in). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act and the SEBI (LODR) Regulations.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. The Board of Directors also wish to place on record their appreciation for the commitment displayed by all the employees for their commitment, commendable efforts, team work and professionalism, in the performance of the Company during the year.

For and on behalf of the Board of Directors

For Avonmore Capital & Management Services Limited

Ashok Kumar Gupta Govind Prasad Agrawal

New Delhi Managing Director Director

August 13, 2018 DIN: 02590928 DIN: 00008429

Mar 31, 2016

Directors¹ Report

To the Members,

The Board of Directors of your Company have pleasure in presenting the 24th Annual Report of Avonmore Capital & Management Services Limited along with the Audited statement of accounts and the Auditor''s Report for the year ended 31st March, 2016.

FINANCIAL RESULTS

Financial Results of the Company for the year under review are summarized as under :

Particulars	(Rs. in Lacs)
Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Gross Income	190.00	461.00
Profit before Interest, Depreciation & Tax	139.42	387.92
Less / (Add) : Prior Period Items expenses / (income)	â	0.04
Less : Interest	18.60	28.46
Less : Provision / (Reversal of Depreciation)	0.10	0.09
Less : Provisions for Taxes	8.37	16.93
Net Profit after Tax	142.34	342.40

BUSINESS REVIEW/STATE OF THE COMPANYâS AFFAIRS

Total revenues for the year ended March, 31, 2016 amounted to Rs. 190.00 Lakhs as compared to Rs. 461.00 Lakhs in the previous year. Profit before interest and depreciation for the financial year 2015-16 is amounted to Rs. 139.42 Lakhs as against Rs. 387.92 Lakhs in the last year. The Profit for the financial year 2015-16 is Rs. 142.34 Lakhs as against the profit of Rs. 342.40 Lakhs in the previous financial year.

Statement on Financial Conditions and Results of Operations of the Company describing the Company''s objectives, expectations or predictions are given in Management Discussion and Analysis Report attached to this Board Report.

RBI GUIDELINES

DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares of the Company for the current financial year due to conservation of Profits for the future aspects.

RESERVES

Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bank of India (RBI) Act, 1934, created a Reserve Fund and during the year under review the Company has transferred an amount of Rs. 28,46,783/- (Rupees Twenty Eight Lakh Forty Six Thousand Seven Hundred Eighty Three Only) out of the profits of the year to the said Reserve Fund.

SHARE CAPITAL

During the year under review, the Company has not issued shares or increased its Share Capital.

PUBLIC DEPOSITS

Your Company had neither accepted any Public Deposits during the year nor does the Company have any plan to accept any deposits from the public.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2016, your Company has the following entities as its subsidiaries and Associates :

a. Almondz Infosystem Private Limited

b. Almondz Global Securities Limited

c. Express Infra Financial Consultancy Private Limited -

(till 17th August, 2015)

d. Latitude 23 Communications Limited

e. Red Solutions Private Limited

f. Apricot Infosoft Private Limited

g. Avonmore Developers Private Limited

h. Anemone Holdings Private Limited

i. Glow Apparels Private Limited

j. Almondz Insurance Brokers Private Limited

k. Shivsathi Niketan Limited

l. Yug Infrastructures Private Limited (Associates)

m. Carya Chemicals & Fertilizers Private Limited. (Associates).

During the period under report, Almondz Global Securities Limited and Red Solutions Private Limited have also become the subsidiaries of your Company w.e.f. 01.04.2015 and 17.07.2015 respectively.

During the period under report, following Companies ceased to be subsidiary of Avonmore Capital & Management Services Limited, due to following reasons :

1. Express Infra Financial Consultancy Private Limited w.e.f. 17th August, 2015 as Avonmore Capital & Management Services Limited sold 100% shareholding of the said Company.

2. Almondz Reinsurance Brokers Private Limited (ARBPL) which was a subsidiary of Almondz Insurance Brokers Private Limited (AIBPL) has been merged with holding company AIBPL vide order dated 22 December 2015 of Honorable High Court of Delhi.

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies in the prescribed format AOC-1 is attached with the Directors'' Report of the Company for the financial year ended March 31, 2016.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Regulation 34 of the Listing Regulations and Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors'' Report are annexed with this Report. The said Financial Statements are also available on the website of the Company www.avonmorecapital.in.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Management of the Company underwent the following changes :

DIRECTORS

- Ms. Ashu Gupta has been regularized as the Director of the Company in the 23rd Annual General Meeting of the Company.

- In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Govind Prasad Agrawal is liable to retire by rotation at the ensuing Annual General Meeting of your Company and being eligible have offered himself for his appointment. Your Board recommends his re-appointment.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report.

KEY MANAGERIAL PERSONNEL

- Mr. Ashok Kumar Gupta : Managing Director.

- Mr. Kunal Madaan ceased to be Company Secretary and Compliance Officer, with effect from February 29, 2016.

- Mr. Sagar Gupta : Company Secretary and Compliance Officer, with effect from May 02, 2016.

LISTING

The Company is listed with Bombay Stock Exchange Ltd and Delhi Stock Exchange.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that :

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS

The Auditors, M/s H. K. Chhabra & Co., Chartered Accountants were appointed as statutory auditors of the Company at the 23rd Annual General Meeting held on 29th September, 2015 to hold office till the conclusion of the 25th Annual General Meeting subject to ratification by the members at each Annual General Meeting. Accordingly, the appointment of M/s H. K. Chhabra & Co., Chartered Accountants is placed for ratification before the shareholders. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and rules made there under.

Further, the report of the Statutory Auditors along with notes to Schedules for the year ended 31st March, 2016 is enclosed to this report. The Auditors'' Report is self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS

The Board had appointed M/s. C. B. Mishra & Associates, Company Secretaries in Whole time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16.

The Secretarial Audit report in the prescribed Form No MR-3, is annexed as Annexure-1.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. C. B. Mishra & Associates, Practicing Company Secretaries in their audit report.

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

However, your Company has been increasingly using information technology in its operations and promotes conservation of resources.

There was no foreign exchange inflow or Outflow during the year under review.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee have drawn remuneration in excess of the limits set out in the said rules.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent in the industry. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulation, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Chartered Accountant confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969

(54 of 1969)

The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969):

Mr. Navjeet Singh Sobti Ms. Gurpreet N S Sobti Innovative Money Matters Private Limited Almondz Global Securities Limited Rakam Infrastructures Private Limited

Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

MEETINGS OF THE BOARD

During the year 6 (Six) meetings of the Board of Directors were held i.e. 29th May, 2015, 07th July, 2015, 14th August, 2015, 19th October, 2015, 09th November, 2015, and 13th February, 2016. For further details, please refer report on Corporate Governance forming part of Annual Report.

AUDIT COMMITTEE

All the recommendations made by the Audit Committee were accepted by the Board.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid / unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

EXTRACTS OF ANNUAL RETURN

An extracts of Annual Return as prescribed under section 92 (3) of the Companies Act, 2013 (âthe Act'') and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT-9 is attached as Annexure - 3.

INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2016 and August 12, 2016, being the date of this report.

RELATED PARTY TRANSACTIONS

The Company has adopted Framework on Related party Transactions for the purpose of identification and monitoring of such Transactions.

Details of Material Contracts and arrangements or transactions with related party on an arm''s length basis with respect to transactions covered under Section 188(1) of the Act in the prescribed Form No. AOC-2 is attached in Annexure - 4. Further details of Related Party transactions as required to be disclosed by Accounting Standard-18 on âRelated Party Disclosuresâ specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements.

During the year, the Company has not entered into any transactions with Related Parties which are not on an arm''s Length Basis and which require disclosure in this report in terms of the provisions of Section 188(1) of the Act.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board / Risk Management Committee of the Board through appropriate structures that are in place at your Company, including suitable reporting mechanisms.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.

PARTCULARS OF LOANS, GUARANTEE OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The provisions of Section 186 of the Act pertaining to investment and lending activities are not applicable to the Company since the Company is a Non Banking Financial Company (NBFC).

Details of guarantees and/or security in connection with loans to other Bodies Corporate or persons as covered under the provisions of Section 186 of the Act are given in the Standalone Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under report, there are no significant or material orders passed by any regulator, court or tribunal impacting the going concern status and Company''s operations in future.

EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), 2015 effective from 01.12.2015, the Board has carried out an annual performance evaluation of its own performance, the individual director''s performance including Chairman and independent directors as well as an evaluation of the working of all Board Committees.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In compliance with the provisions of the Companies Act, 2013 SEBI (Listing Obligations and Disclosure Requirement), 2015, the Independent Directors held a meeting on May 28, 2016, and:

- Reviewed the performance of non-independent directors and the Board as a whole.

- Reviewed the performance of the Chairperson of the Company.

Necessary implementations of their suggestions have been initiated.

HUMAN RESOURCES

Your Company treats its âhuman resourcesâ as one of its most important assets.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with read with SEBI (LODR) Regulations, 2015 Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances, actual or suspected fraud or violation of the Codes of Conduct or policy. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use such mechanism. It also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the

Company at www.avonmorecapital.in under whistle blower Policy link.

INTERNAL CONTROL SYSTEMS

ACMS''s internal control systems are designed to ensure operational efficiency, accuracy and promptness in financial reporting and compliance with Laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls. ACMS''s internal control system is commensurate with its size, nature and operations.

NOMINATION AND REMUNERATION POLICY

In Accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors have adopted a Policy on Directors appointment and remuneration, including the criteria for determining qualification positive attributes independence of a Director and other matters. The Remuneration policy for directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration policy aims to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and con-fidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.

The company did not receive any complaints to report in the Board''s report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their appreciation for the commitment displayed by all the employees for their commitment, commendable efforts, team work and professionalism, in the performance of the Company during the year.

For and on behalf of the Board of Directors

Avonmore Capital & Management Services Limited

Govind Prasad Agrawal Ashok Kumar Gupta

Director Managing Director

(DIN : 00008429) (DIN : 02590928)

New Delhi 12th August, 2016

Mar 31, 2014

Dear members,

The Board of Directors of your Company have pleasure in presenting the 22nd Annual Report of the Company alongwith the Audited statement of accounts and the Auditors'' Report for the year ended 31st March, 2014.

FINANCIAL RESULTS

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year ended Year ended 31.03.2014 31.03.2013

Gross Income 64.32 180.83

Profit before Interest, 13.45 21.07 Depreciation & Tax

Less / (Add): Prior 0.23 (0.19) Period Items expenses/(income)

Less: Interest --- 20.92

Less: Provision / (Reversal 0.02 1.76 of Depreciation)

Less: Provisions for Taxes (3.48) 3.48

Net Profit after Tax 16.68 (4.90)

FINANCIAL PERFORMANCE OF THE COMPANY Total revenues for the year ended March, 31, 2014 amounted to Rs 64.32 Lacs as compared to Rs. 180.83 Lacs in the previous year. Profit before interest, depreciation and taxes for the financial year 2013-14 is amounted to Rs. 13.45 Lacs as against Rs. 21.07 Lacs in the last year. The Profit for the financial year 2013-14 is Rs. 16.68 Lacs as against the loss of Rs. 4.90 Lacs in the previous financial year.

RBI GUIDELINES

The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

DIVIDEND

The Board of Directors do not recommend any dividend on the Equity Shares of the Company for the current financial year.

SHARE CAPITAL

During the year under report, your Company raised the Authorized Capital of the Company to Rs. 25,00,00,000/- consisting of 2,50,00,000 Equity Shares of Rs 10/- each.

During the Year ended 31 March 2014, 7500000 Equity Shares of Rs. 10/- each were issued by the Company thereby raising the Paid-up Capital at Rs. 21,92,17,131/-.

PUBLIC DEPOSITS

Your Company had neither accepted any Public Deposits during the year nor the Company has any plan to accept any deposits from the public.

SUBSIDIARY COMPANIES

During the Financial Year ended March 31, 2014, the Company had six subsidiaries namely North Square Projects Pvt. Ltd, Almondz Infosystem Pvt. Ltd., Almondz Insurance Brokers Pvt. Ltd., Almondz Reinsurance Brokers Pvt. Ltd. (Step-down Subsidiary), Express Infra Financial Consultancy Pvt. Ltd. and Latitude 23 Communications Ltd. These subsidiary companies are non-material unlisted subsidiaries of the Company.

Out of the aforesaid, North Square Projects Pvt. Ltd. ceased to be the subsidiary of the Company w.e.f. June 01, 2014 on account of sale of entire share capital of North Square Projects Pvt. Ltd.

During the year under report, Apricot Infosoft Pvt. Ltd. w.e.f. 10.06.2014, Shivsathi Niketan Ltd. w.e.f. 14.05.2014 and Avonmore Developers Pvt. Ltd. w.e.f. 23.07.2014 has become the subsidiaries of the your Company as the Company has acquired the entire share capital of Apricot Infosoft Pvt. Ltd. and Avonmore Developers Pvt. Ltd. and 26000 Equity shares of Shivsathi Niketan Ltd.

In view of the general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, vide its General Circular No.2/2011 dated 08-02-2011 the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies, have not been attached to the Balance Sheet of your Company. The financial information relating to all the Subsidiary Companies, in the aggregate, has been disclosed in the consolidated financial statements, as required by the Central Government as part of its approval.

Further,

* The annual accounts of the Subsidiary Companies and related detailed information will be made available to the members upon request,

* Annual accounts of the Subsidiary Companies will be available for inspection by the members, at the head offices of the Company and the Subsidiary Companies concerned.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors'' Report are annexed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, covering matters listed in Clause 49 of the Listing Agreement for the year under review, is given as a separate statement elsewhere in the Annual Report.

DIRECTORS

During the year under Report, Mr. Sanjay Grover, Non-Executive Director of the Company had resigned from the directorship of the Company w.e.f. 26.05.2014

The Board of Directors of your Company has appointed Mr. Ajay Kumar (Retd. IAS) w.e.f. 11 November 2013 as an Additional Director of the Company. His tenure is expiring at the ensuing Annual General Meeting of the Company. Mr. Ajay Kumar has expressed his willingness to accept the office as the Director of the Company and offer himself for re-appointment at the forthcoming Annual General Meeting of the Company. Mr. Ajay Kumar has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013. Mr. Govind Prasad Agrawal, retires by rotation and being eligible, offers himself for reappointment at the forthcoming annual General Meeting scheduled on September 29, 2014.

LISTING

The Company has paid the annual listing fees for the financial year 2013-14 to Bombay Stock Exchange Ltd and Delhi Stock Exchange.

SECRETARIAL AUDITORS

As required under Section 204 of the Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report in this regard.

Accordingly, M/s. Neha Gupta & Associates, Company Secretaries, Delhi have been appointed as Secretarial Auditors for carrying out the secretarial audit for the financial year 2014-15 for attaching their report with the Board''s report to the shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed :

(a) that in preparation of the Balance Sheet and the Statement of Profit & Loss of the Company, the applicable accounting standards have been followed alongwith the proper explanation relating to the material departures;

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

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

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

AUDITORS AND AUDITORS'' REPORT

M/s H. K. Chhabra & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the forthcoming Annual General Meeting are recommended for reappointment of the Company''s Auditors. A letter from them confirming that, if they are re-appointed as the Statutory auditors of the Company, such appointment will be in accordance with the provisions of Section 139 of the Companies Act, 2013, and they are not disqualified in terms of the provisions of the Companies Act, 2013, from being appointed as the Statutory Auditors of the Company, has been received.

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

The statements, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo, and pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, with respect to the employee(s) of the Company drawing remuneration exceeding the sum prescribed therein, are not applicable to your Company.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed to this Report.

Further, as required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2014, was submitted to the Board of Directors at their meeting held on May 28, 2014. The certificate is attached to the Report on Corporate Governance.

GROUP COMING WITHIN THE DEFINITION OF GROUP DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (54 of 1969)

The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969) :

Mr. Navjeet Singh Sobti

Ms. Gurpreet N S Sobti

Innovative Money Matters Pvt. Ltd.

Almondz Global Securities Ltd.

Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their appreciation for the commitment displayed by employees, in the performance of the Company during the year.

For and on behalf of the Board of Directors Govind Prasad Agrawal Ashok Kumar Gupta Director Managing Director (DIN : 00008429) (DIN : 02590928)

New Delhi 14th August, 2014

Mar 31, 2012

To the Members,

The Board of Directors of your Company presents the 20th Annual Report of the Company alongwith the Audited statement of accounts and the Auditor's Report for the year ended 31st March, 2012.

FINANCIAL RESULTS

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year ended Year ended 31.03.2012 31.03.2011

Gross Income 225.17 771.46

Profit/(Loss) before Interest, Depreciation & Tax (141.48) 381.67

Less / (Add): Prior Period Items expenses/(income) 1.27 0.28

Less: Interest 203.62 266.43

Less : Depreciation 0.55 0.87

Less: Provision for Taxes (2.50) 99.81

Net Profit/(Loss) after Tax (140.82) 280.68

FINANCIAL PERFORMANCE OF THE COMPANY

Total revenues for the year ended March 31, 2012 is amounted to Rs 225.17 Lacs as compared to Rs. 771.46 Lacs in the previous year. Loss before interest, depreciation and taxes for the financial year 2012 is amounted to Rs. 141.48 Lacs as against profit of Rs. 381.67 Lacs in the previous year. The Loss for the financial year 2012 is Rs. 140.82 Lacs as against profit after tax for Rs. 280.68 Lacs in the previous financial year.

RBI GUIDELINES

The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

DIVIDEND

The Board of Directors do not recommend any dividend on the Equity Shares of the Company for the current financial year.

SHARE CAPITAL

During the year 2011-12, there is no change in the share capital of the Company.

PUBLIC DEPOSITS

Your Company had neither accepted any Public Deposits during the year nor the Company has any plan to accept any deposits from the public.

SUBSIDIARY COMPANIES

The Company has two wholly owned subsidiaries namely Moon Orchid Housing Private Limited and Meadow Real Estate Private Limited. These subsidiary companies were non-material unlisted subsidiaries of the Company.

Pursuant to general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, vide its General Circular No. 2/2011 dated 08-02-2011 the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies, have not been attached to the Balance Sheet of your Company. The financial information relating to all the Subsidiary Companies, in the aggregate, has been disclosed in the consolidated financial statements, as required by the Central Government as part of its approval.

Further,

* The annual accounts of the Subsidiary Companies and related detailed information will be made available to the members upon request.

* Annual accounts of the Subsidiary Companies will be available for inspection by the members, at the head offices of the Company and the Subsidiary Companies concerned.

Both these subsidiaries namely Moon Orchid Housing Private Limited and Meadow Real Estate Private Limited of the Company have ceased to be subsidiaries with effect 20th April,2012 and 7th April, 2012 respectively as the Company has divested its entire shareholding in these subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors' Report are annexed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, covering matters listed in Clause 49 of the Listing Agreement for the year under review, is given as a separate statement elsewhere in the Annual Report.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company Mr. Shyam Sunder Lal Gupta retires by rotation and being eligible offers himself for reappointment at the forthcoming annual General Meeting scheduled on September 28, 2012.

Listing

The Company has paid the annual listing fees for the year 2012-13 to Bombay Stock Exchange Ltd and Delhi Stock Exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed :

(a) that in preparation of the Balance Sheet and the Statement of Profit & Loss of the Company, the applicable accounting standards have been followed alongwith the proper explanation relating to the material departures;

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

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

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

AUDITORS

M/s H. K. Chhabra & Co., Chartered Accountants, Statutory Auditors of the Company, will retire at the conclusion of the forthcoming Annual General Meeting are recommended for re- appointment of the Company's Auditors. A letter from them confirming that, if they are re-appointed as the Statutory auditors of the Company, such appointment will be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956, and they are not disqualified in terms of Section 226 of the Companies Act, 1956, from being appointed as the Statutory Auditors of the Company, has been received.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo and Employees

The statements, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo, and pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, with respect to the employee(s) of the Company drawing remuneration exceeding the sum prescribed therein, are not applicable to your Company.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed to this Report.

Further, as required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director and Company Secretary on the Financial Statements of the Company for the year ended March 31, 2012, was submitted to the Board of Directors at their meeting held on August 14, 2012. The certificate is attached to the Report on Corporate Governance.

Group coming within the definition of groups defined in the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969)

The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969):

Mr. Navjeet Singh Sobti

Ms. Gurpreet N S Sobti

Innovative Money Matters Pvt. Ltd.

Almondz Global Securities Ltd.

Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of Regulation 3(1 )(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their appreciation for the commitment displayed by employees, in the performance of the Company during the year.

For and on behalf of the Board of Directors

Ashok Kumar Gupta Govind Prasad Agrawal

Managing Director Director

New Delhi

14th August, 2012

Mar 31, 2011

To the Members,

The Board of Directors of your Company have pleasure in presenting the 19th Annual Report of the Company alongwith the Audited statement of accounts and the Auditor's Report for the year ended 31st March, 2011.

FINANCIAL RESULTS

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs)

Year ended Year ended 31.03.2011 31.03.2010

Gross Income 771.46 773.74

Profit before Interest, Depreciation & Tax 648.07 475.36

Less / (Add) : Prior Period Items expenses / (income) 0.28 (0.76)

Less : Interest 266.43 349.13

Less : Provision / Reversal of Depreciation 0.86 (2.78)

Less : Provision for Taxes 99.81 (13.70)

Net Profit after Tax 280.69 143.47

Less : Special Reserve (U/s 45-1C, RBI Act, 1934) 56.14 28.69

Profit Brought Forward 612.53 497.75

Balance carried forward to Balance Sheet 837.08 612.53

FINANCIAL PERFORMANCE OF THE COMPANY

Total revenues for the year ended March, 31, 2011 amounted to Rs. 771.46 Lacs as compared to Rs. 773.74 Lacs in the previous year. Profit before interest, depreciation and taxes for the financial year 2011, amounted to Rs. 648.07 Lacs as against Rs. 475.36 Lacs in the last year. The Profit after Tax for the financial year is Rs. 280.69 Lacs as against Rs. 143.47 Lacs in the previous financial year, however, for the financial year ended 31st March, 2011, the surplus carried to the Balance Sheet amounted to Rs. 837.08 Lacs as against the surplus of Rs. 612.53 Lacs in the last financial year ended 31st March, 2010.

The higher profit is largely attributable to reduction in administrative cost and low interest cost.

RBI GUIDELINES

The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

DIVIDEND

The Board of Directors does not recommend any dividend on the Equity Shares of the Company for the current financial year.

SHARE CAPITAL

During the year 2010-11 the Company after obtaining the approval of the members issued 2000000 convertible warrants on 21st May 2010 to one of the Promoter and to two other members other than promoters. The said warrants were issued @ Rs. 23.54 per warrant with a right to subscribe equal number of equity shares on conversion of Rs. 10/- each within a period of 18 months from the date of allotment of these warrants. The Company has converted the aforesaid warrants and issued 2000000 equity shares of the Company on 20th November 2010.

PUBLIC DEPOSITS

Your Company has neither accepted any Public Deposits during the year nor the Company has any plan to accept any deposits from the public.

SUBSIDIARY COMPANIES

The Company has two wholly owned subsidiaries namely Moon Orchid Housing Private Limited and Meadow Real Estate Private Limited. These subsidiary companies are non-material unlisted subsidiaries of the Company.

In view of the general approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, vide its General Circular No.2/201 1dated 08-02-2011 the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies, have not been attached to the Balance Sheet of your Company. The financial information relating to all the Subsidiary Companies, in the aggregate, has been disclosed in the consolidated financial statements, as required by the Central Government as part of its approval. Further,

- The annual accounts of the Subsidiary Companies and related detailed information will be made available to the members upon request.

- Annual accounts of the Subsidiary Companies will be available for inspection by the members, at the head offices of the Company and the Subsidiary Companies concerned.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 and 50 of the Listing Agreement, your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors' Report are annexed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, covering matters listed in Clause 49 of the Listing Agreement for the year under review, is given as a separate statement elsewhere in the Annual Report.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company Mr. Chand Krishna Tikku retires at the 19th Annual General Meeting and being eligible offers himself for reappointment. A brief resume of Director being re-appointed, nature of his expertise in the specific functional areas is mentioned in the Corporate Governance section. Other details of Directors and names of companies in which they hold the Directorship and / or Membership / Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is given in the Statement of Corporate Governance elsewhere in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed :

(a) that in preparation of the Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed alongwith the proper explanation relating to the material departures;

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

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

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

AUDITORS AND AUDITORS' REPORT

M/s H. V & Associates, Chartered Accountants, Statutory Auditors of the Company whose firm name has been changed to H.K.Chhabra & Co., will retire at the conclusion of the forthcoming Annual General Meeting are recommended for re-appointment of the Company's Auditors. A letter from them confirming that, if they are re-appointed as the Statutory auditors of the Company, such appointment will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956, and they are not disqualified in terms of Section 226 of the Companies Act, 1956, from being appointed as the Statutory Auditors of the Company, has been received. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments.

STATUTORY STATEMENT

The statements, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo, and pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, with respect to the employee(s) of the Company drawing remuneration exceeding the sum prescribed therein, are not applicable to your Company.

Your Company has not accepted any Fixed Deposits during the year under review.

The Equity shares of the Company are listed at Delhi Stock Exchange Ltd, and Bombay Stock Exchange Ltd. and the Annual Listing fees have been paid to each of these Stock Exchanges.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement is annexed to this Report.

Further, as required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2011, was submitted to the Board of Directors at their meeting held on August 9, 2011. The certificate is attached to the Report on Corporate Governance.

Group coming within the definition of groups defined in the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969)

The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969) :

Mr. Navjeet Singh Sobti

Ms. Gurpreet N S Sobti

Innovative Money Matters Pvt. Ltd.

Almondz Global Securities Ltd.

Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their appreciation for the commitment displayed by employees, in the performance of the Company during the year.

For and on behalf of the Board of Directors

Ramesh Peer Govind Prasad Agrawal Managing Director Director

New Delhi 9th August, 2011

Mar 31, 2010

The Board of Directors of your Company have pleasure in presenting the 18th Annual Report of the Company alongwith the Audited statement of accounts and the Auditors Report for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

Financial Results of the Company for the year under review are summarized as under :

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

Gross Income 773.74 91.21

Profit before Interest, Depreciation & Tax 475.36 54.09

Less / (Add) : Prior Period Items expenses / (income) (0.76) (0.78)

Less : Interest 349.13 0.07

Less : Provision / Reversal of Depreciation (2.78) 1.54

Less : Provisions of net of MAT credit (Taxes) (13.70) 3.55

Net Profit after Tax 143.47 49.71

Less : Special Reserve (U/s 45-1C, RBI Act, 1934) 28.69 9.94

Profit Brought Forward 497.75 457.98

Balance carried forward to Balance Sheet 612.53 497.75

RESULTS & PERFORMANCE OF THE COMPANY

The results of your Company have improved as compared to previous years results. The Company proposes to make all its efforts to sustain the trend of growth at a good pace in the coming years.

Total revenues for the year ended March, 31, 2010 amounted to Rs. 773.74 Lacs as compared to Rs. 91.21 Lacs in the previous year.

Profit before interest, depreciation and taxes for the financial year 2010, amounted to Rs. 475.36 Lacs. The Profit after Tax for the financial year is 143.47 Lacs as against Rs. 49.71 Lacs in the previous financial year, however, for the financial year ended 31st March, 2010, the surplus carried to the Balance Sheet amounted to Rs. 612.53 Lacs as against the surplus of Rs. 497.75 Lacs in the last financial year ended 31st March, 2009. The higher revenue and profit is largely attributable to income from trading of shares and securities.

RBI GUIDELINES

The Company is registered with Reserve Bank of India as a NBFC and is holding Certificate of Registration issued by Reserve Bank of India under Section 45 I A of the RBI Act, 1934. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

INVESTMENTS

Total investments of the Company is Rs. 34.43 crores, which includes investments in Group / subsidiaries of Rs. 34.41 crores.

The market value of investment in quoted shares as on 31.03.2010 is Rs. 65.98 Crores and cost of investment in unquoted shares as on 31.03.2010 is Rs. 20.73 Lacs.

DIVIDEND

In order to conserve the resources, your Directors have decided not to recommend any dividend on the Equity Shares of the Company for the current financial year.

SHARE CAPITAL

During the year 2009-10 the Company after taking approval of the shareholders in the General meeting held on 18th May 2009, issued 1755000 warrants on 28th May 2009, to two body corporates, other than Promoters. The said warrants were issued with a right to subscribe equal number of equity shares of Rs. 10/- each on conversion within a period of 18 months from the date of allotment of these warrants.

The Company has converted the aforesaid warrants and issued 1755000 equity shares of the Company on 10th May 2010.

The Company after obtaining the approval of the members issued 2000000 convertible warrants on 21st May 2010 to one of the Promoters and to two other members other than promoters. The said warrants were issued @ Rs. 23.54 per warrant with a right to subscribe equal number of equity shares of Rs. 10/- each on conversion within a period of 18 months from the date of allotment of these warrants.

ISSUE OF NCDs

Your Company had issued 3500000 secured non convertible debentures of Rs. 100/- each aggregating to Rs. 35 Crores, through private placement. The said NCDs were redeemed within the time period.

FIXED DEPOSITS

Your Company has neither accepted any Public Deposits during the year nor the Company has any plan to accept any fixed deposits from the public.

SUBSIDIARY COMPANIES

During the Financial Year ended March 31, 2010, the Company incorporated its two wholly owned subsidiaries Moon Orchid Housing Private Limited and Meadow Real Estate Private Limited on December 1, 2009.

Both the Companies will be engaged in the real estate business.

These subsidiary companies are non-material unlisted subsidiaries of the Company.

In the group company namely Almondz Global Securities Limited (AGSL), your Company Almondz Capital & Management Services Ltd. (ACMS) held 49.97% of voting rights, Almondz Insurance Brokers Pvt. Ltd. (AIBPL) held 0.13% voting rights and rest voting rights of 49.90% was with others as on 31st March 2010. As per Section 42(3) of the Companies Act, 1956, AIBPL being subsidiary of AGSL did not have right to vote on those shares, accordingly total voting rights in AGSL reduced by 0.13% resulting into increase in voting power of ACMS to 50.03% in AGSL and thus AGSL became a subsidiary of ACMS in terms of provisions of Section 4 of the Companies Act,1956.

Accordingly as per the provisions of Section 4 (1) (c) of the Companies Act, 1956 all the 5 subsidiaries of AGSL also became subsidiaries of ACMS as on 31st March 2010.

However, Almondz Insurance Brokers Pvt. Ltd. (AIBPL) has sold some of its shares on 10-06-2010 resulting its holding in AGSL reduced to 0.05% and accordingly total voting rights in AGSL reduced by 0.05%. Out of total voting rights, ACMS has only 49.99% voting rights in AGSL and accordingly AGSL and all its subsidiaries ceased to be subsidiaries of ACMS w.e.f.10-06-2010.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report. In view of this and in accordance with the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies, have not been attached to the Balance Sheet of your Company. The financial information relating to all the Subsidiary Companies, in the aggregate, has been disclosed in the consolidated financial statements, as required by the Central Government as part of its approval. The consolidated financial statement attached to this Annual Report is prepared in compliance with Accounting Standard and Listing Agreement prescribed by SEBI.

Further,

- The details of accounts of all the Subsidiary Companies have been posted by your Company on its website Ã www. almondzcapital.com

- The annual accounts of the Subsidiary Companies and related detailed information will be made available to the members upon request.

- Annual accounts of the Subsidiary Companies will be available for inspection by the members, at the head offices of the Company and the Subsidiary Companies concerned.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, covering matters listed in Clause 49 of the Listing Agreement for the year under review, is given as a separate statement elsewhere in the Annual Report.

DIRECTORS

Mr. Harjit Singh Sudershan Sethi was appointed as an Additional Director by the Board with effect from May 29, 2010. In accordance with Section 260 of the Companies Act, 1956, he will hold office only up to the date of the ensuing Annual General Meeting. Being eligible, he offers himself for re-appointment.

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company Mr. Sanjay Grover retires at the 18th Annual General Meeting and being eligible offers himself for reappointment.

A brief resume of the Directors being appointed / re-appointed, nature of their expertise in the specific functional areas is mentioned in the Corporate Governance section. Other details of Directors and names of companies in which they hold the Directorship and / or Membership / Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is given in the Statement of Corporate Governance elsewhere in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed :

(a) that in preparation of the Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed alongwith the proper explanation relating to the material departures;

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

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

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

AUDITORS AND AUDITORS REPORT

M/s H. V. & Associates, Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting are recommended to be re- appointed as Auditors of the Company. A letter from them confirming that, if they are re-appointed as the Statutory auditors of the Company, such appointment will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956, and they are not disqualified in terms of Section 226 of the Companies Act, 1956, from being appointed as the Statutory Auditors of the Company, has been received.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

STATUTORY STATEMENT

The statements, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to your Company.

Your Company has not paid any remuneration to any of the employees of the Company attracting the provisions of Companies (Particulars of Employees) Rules, 1975, read with Section 217 (2A) of the Companies, Act, 1956, as amended to date. Hence, no information is required to be appended to the Repot in this regard.

Your Company has not accepted any Fixed Deposits during the year under review.

The Equity shares of the Company are listed at Delhi Stock Exchange Ltd., and Bombay Stock Exchange Ltd. and the Annual Listing fees have been paid to each of these Stock Exchanges.

CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

The Report on Corporate Governance forms part of the Directors Report, and is annexed herewith.

As required by the Listing Agreement, Auditors Report on Corporate Governance and a declaration by the Managing Director with regard to Code of Conduct are attached to the said Report. The Management Discussion & Analysis is given as a separate statement forming part of the Annual Report.

Further, as required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2010, was submitted to the Board of Directors at their meeting held on August 13, 2010. The certificate is attached to the Report on Corporate Governance.

GROUP

The following persons constitute the Group pursuant to Regulation 3 (1) (e) of SEBI (substantial aquisition of shares and takeovers) Regulations, 1997 :

Mr. Navjeet Singh Sobti

Ms. Gurpreet N S Sobti

Innovative Money Matters Pvt. Ltd.

Almondz Global Securities Ltd.

or any other Company, firm or trust promoted or controlled by the above.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation received from the Banks and Financial Institutions, for the continued enthusiasm, total commitment, dedication and efforts of the employees of the Company. We are also deeply grateful for the continued confidence and faith reposed on us by the Shareholders.

For and on behalf of the Board of Directors

Ramesh Peer G. P. Agrawal

Managing Director Director

New Delhi

13th August, 2010

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