Directors Report of Capman Financials Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty First Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2014 are as under:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Total Revenue (Gross) 82.91 75.45

Profit before Depreciation 67.89 67.60

Less : Depreciation 0.07 0.07

Profit Before Tax 67.82 67.53

Less : Provision for Taxation 20.96 20.87

Profit After Taxation 46.86 46.66

Less: Provision against Standard Assets 1.55 1.41

Less: Transferred to Reserve Fund-45 IC 9.37 9.33

Add : Balance brought forward 131.81 95.89

Balance Carried to Balance Sheet 167.75 131.81

OPERATIONS

During the financial year 2013-14, the company has carried only business of financing activity. In respect of its financing activities, the total interest income (gross) for the year was Rs. 82.91 lacs as against Rs. 75.45 lacs for the previous year. During the financial year 2013-14, the company has not carried any activity of dealing in shares and derivatives. The company has not carried out any investment activity during the year. Further the company does not have any borrowed funds and therefore had no interest expenses. Depreciation for the year was Rs. 7296/-. The profit before tax for the year is Rs. 67.82 lacs as against Rs. 67.53 lacs for the previous year. Provision for the current income tax amounted to Rs. 20.96 lacs. The net profit after tax for the current year is Rs. 46.86 lacs as against Rs. 46.66 lacs for the previous year. An amount of Rs. 9.37 lacs has been transferred to the reserve fund account and Rs. 1.55 lacs to the provision against standard assets account as mandated for the NBFCs. The resultant credit balance after appropriations for the year is Rs. 35.94 lacs and after considering the brought forward balance of Rs. 131.81 lacs, the total credit balance of the profit and loss account at Rs. 167.75 lacs is carried to the Balance Sheet as at 31st March, 2014.

DIVIDEND

Directors do not propose any dividend in view of moderate profits for the financial year ended on 31st March, 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Jagdishbhai K. Bodra and Mr. Kautilbhai P. Patel, Directors of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

The Auditors M/S Pankaj P. Sanghavi and Co. hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment.

The Ministry of Company Affairs has notified the provisions of section 139 of the Companies Act, 2013, for appointment of Auditors, which effective from April, 2014. Pursuant to section 139(2) of the Companies Act, 2013 and the rules made thereunder, no listed company shall appoint or re-appoint an audit firm as auditor for more than two terms of 5 consecutive years. Further, the aforesaid appointment is subject to ratification by the Members of the Company at every AGM.

The Period of ten years (two terms of 5 years each) has to be calculated from the date of appointment of the auditors. Further, the proviso to said section 139(2) stipulates that every company existing on or before the commencement of the Companies Act, 2013, has to comply with the requirements of this section within 3 years from the date of commencement of the Act. M/S Pankaj P. Sanghavi and Co. has served for 3 years. Pursuant to Section 139(2) of the Companies Act, 2013, the Audit Committee and the Board of Directors of the company have recommended their appointment for a period of one year i.e. from the conclusion of 21st AGM till the conclusion of 22nd AGM subject to the approval of Members in the AGM of the Company. M/S Pankaj P. Sanghavi and Co. have confirmed that their re-appointment, if made, will comply with the eligibility criteria in terms of Section 141 (3) of the Companies Act, 2013.

AUDITORS'' REPORT

Observations made in the Auditors'' Report for the financial year 2013-14 are self-explanatory and therefore, do not call for any further comments under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

Pursuant to the provisions of Section 58A of the Companies Act, 1956, the Company has not accepted any deposits from the public during the financial year 2013-14 and that there is no outstanding balance of such public deposits as at 31st March, 2014.

PARTICULARS OF EMPLOYEES

During the year, no employee of the Company received a salary of more than Rs.60.00 lacs per annum or Rs.5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

[pursuant to section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988]

During the year, the Company has not carried any activity in relation to conservation of energy or technology absorption and therefore particulars with respect thereto is - NIL.

There were no foreign exchange earnings or outgo during the financial year 2013-14.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the financial year 2013-14 in accordance with the provisions of Section 383A of the Companies Act, 1956 read with Rule 3(2) of the Companies (Compliance Certificate) Rules, 2001. A copy of the Compliance Certificate dated May 30, 2014 issued by M/s. Dayanand Sharma & Associates, Practicing Company Secretaries is annexed hereto and forms part of this Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Auditors'' certificate thereon is annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

During the financial year 2013-14 the Company has increased its profitability by focusing more on the financing activities with the available resources. During the year the Company has not carried on its business of dealing in shares and derivatives and any investment activity. The management has initiated discussions for growth and restructuring of the business of the company but the same is still at very preliminary stage. However the Company will continue to share with its members, details of any other business opportunities as and when the same are taken up for such discussions.

The existing business of the company is being expanded within the available resources which may eventually improve the profitability and consequently the values for the stakeholders.

The Company''s liquidity and capital resources are sufficient to meet its expected working capital requirements for the ongoing business during the current year.

The Company has internal control systems which are adequate with respect to the level of present activities.

The financial performance of the Company is directly correlated to the operational performance of the Company in view of its nature of business. The financial performance of the Company has been moderate this year as it earned reasonable profit for the year.

The Company believes in developing human resources and maintaining cordial relations with all its shareholders, clients, staff and other agencies with whom it needs to deal.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, the Directors, based on the information and representations received from the management, confirm that:

(i) In preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Statement of Profit and Loss Account for the year ended on 31st March, 2014;

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

(iv) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the shareholders, clients and bankers and look forward to their continued support.

By Order and on behalf of the Board Jagdishbhai K. Bodra Director DIN: 0064752 Place : Mumbai Date : May 30, 2014

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Mar 31, 2013

To the Members

The Directors have pleasure in presenting the Twentieth Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2013 are as under:

(Rs. in Lacs)

Particulars 2012-13 2011-12

Total Revenue (Gross) 75.45 60.70

Profit before Depreciation 67.60 50.68

Less : Depreciation 0.07 0.07

Profit Before Tax 67.53 50.61

Less : Provision for Taxation 20.87 15.64

Profit After Taxation 46.66 34.97

Less: Taxation of earlier years 0.00 0.05

Less: Provision against Standard Assets 1.41 1.26

Less: Transferred to Reserve Fund-45 IC 9.33 6.99

Add : Balance brought forward 95.89 69.22

Balance Carried to Balance Sheet 131.81 95.89

OPERATIONS

During the financial year 2012-13, the company has carried only business of financing activity. In respect of its financing activities, the total interest income (gross) for the year was Rs. 75.45 lacs as against Rs. 60.70 lacs for the previous year. The company has not carried out any investment activity during the year. Further the company does not have any borrowed funds and therefore had no interest expenses. Depreciation for the year was Rs. 7296/-. The profit before tax for the year is Rs. 67.53 lacs as against Rs. 50.61 lacs for the previous year. Provision for the current income tax amounted to Rs. 20.87 lacs. The net profit after tax for the current year is Rs. 46.66 lacs as against Rs. 34.97 lacs for the previous year. An amount of Rs. 9.33 lacs has been transferred to the reserve fund account and Rs. 1.41 lacs to the provision against standard assets account as mandated for the NBFCs. The resultant credit balance after appropriations for the year is Rs. 35.92 lacs and after considering the brought forward balance of Rs. 95.89 lacs, the total credit balance of the profit and loss account at Rs. 131.81 lacs is carried to the Balance Sheet as at 31st March, 2013.

DIVIDEND

Directors do not propose any dividend in view of moderate profits for the financial year ended on 31st March, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Mukeshbhai M. Italia and Mr. Hardik J. Desai, Directors of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

M/s. Pankaj P. Sanghavi & Co., Chartered Accountants, Mumbai, the auditors of the Company, retire at the ensuing Annual General meeting and are eligible for re-appointment. They have informed the Company that their reappointment, if made, will be within the limits prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS'' REPORT

Observations made in the Auditors'' Report for the financial year 2012-13 are self-explanatory and therefore,

do not call for any further comments under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

Pursuant to the provisions of Section 58A of the Companies Act, 1956, the Company has not accepted any deposits from the public during the financial year 2012-13 and that there is no outstanding balance of such public deposits as at 31st March, 2013.

PARTICULARS OF EMPLOYEES

During the year, no employee of the Company received a salary of more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Auditors'' certificate thereon is annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

During the financial year 2012-13 the Company has increased its profitability by focusing more on the financing activities with the available resources. The management has initiated discussions for growth and restructuring of the business of the company but the same is still at very preliminary stage. However the Company will continue to share with its members, details of any other business opportunities as and when the same are taken up for such discussions.

The existing business of the company is being expanded within the available resources which may eventually improve the profitability and consequently the values for the stakeholders.

The Company''s liquidity and capital resources are sufficient to meet its expected working capital requirements for the ongoing business during the current year.

The Company has internal control systems which are adequate with respect to the level of present activities. The financial performance of the Company is directly correlated to the operational performance of the Company in view of its nature of business. The financial performance of the Company has been moderate this year as it earned reasonable profit for the year.

The Company believes in developing human resources and maintaining cordial relations with all its shareholders, clients, staff and other agencies with whom it needs to deal.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, the Directors, based on the information and representations received from the management, confirm that:

(i) In preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the Statement of Profit and Loss for the year ended on 31st March, 2013;

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

(iv) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the shareholders, clients and bankers and look forward to their continued support.

By Order and on behalf of the Board

Jagdishbhai K. Bodra

Director

Place : Mumbai

Date : May 30, 2013

---

Mar 31, 2012

To the Members

The Directors have pleasure in presenting the Nineteenth Annual Report and the Audited Statement of Accounts of the Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 are as under:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Total Revenue (Gross) 60.70 208.38

Profit before Depreciation 50.68 29.81

Less: Depreciation 0.07 0.06

Profit Before Tax 50.61 29.75

Less: Provision for Taxation 15.64 9.08

Profit After Taxation 34.97 20.67

Less: Taxation of earlier years 0.05 0.00

Less: Prior Period Items 0.00 0.00

Less: Provision against Standard Assets 1.26 1.11

Less: Transferred to Reserve Fund-45 IC 6.99 4.13

Add : Balance brought forward 69.22 53.79

Balance Carried to Balance Sheet 95.89 69.22

OPERATIONS

During the financial year 2011-12, the company has carried only business of financing activity. In respect of its financing activities, the total interest income (gross) for the year was Rs.60.70 lacs as against Rs.38.56 lacs for the previous year. During the financial year 2011-12, the company has not carried any activity of dealing in shares and derivatives, thus the total sale value of shares was NIL as against Rs.184.80 lacs for the previous year and the result from this segment for the year was NIL lacs as against a loss of Rs.2.91 lacs for the previous year. The company has not carried out any investment activity during the year. Further the company does not have any borrowed funds and therefore had no interest expenses. Depreciation for the year was Rs.7296/-. The profit before tax for the year is Rs.50.61 lacs as against Rs.29.75 lacs for the previous year. Provision for the current income tax amounted to Rs.15.64 lacs. The net profit after tax for the current year is Rs.34.97 lacs as against Rs.20.67 lacs for the previous year. An amount of Rs.6.99 lacs has been transferred to the reserve fund account and Rs.1.26 lacs to the provision against standard assets account as mandated for the NBFCs. The resultant credit balance after appropriations for the year is Rs. 26.67 lacs and after considering the brought forward balance of Rs.69.22 lacs, the total credit balance of the profit and loss account at Rs.95.89 lacs is carried to the Balance Sheet as at 31st March, 2012.

DIVIDEND

Directors do not propose any dividend in view of moderate profits for the financial year ended on 31st March, 2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Article of Association of the Company, Mr. Jagdishbhai K. Bodra and Mr. Rameshchandra K. Bodra, Directors of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

M/s. Pankaj P. Sanghavi & Co., Chartered Accountants, Mumbai, the Auditors of the Company, retire at the ensuing Annual General meeting and are eligible for re-appointment. They have informed the Company that their reappointment, if made, will be within the limits prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956.

AUDITORS'' REPORT

Observations made in the Auditors'' Report for the financial year 2011-12 are self-explanatory and therefore, do not call for any further comments under section 217(3) of the Companies Act, 1956.

PUBLIC DEPOSITS

Pursuant to the provisions of Section 58A of the Companies Act, 1956, the Company has not accepted any deposits from the public during the financial year 2011-12 and that there is no outstanding balance of such public deposits as at 31st March, 2012.

PARTICULARS OF EMPLOYEES

During the year, no employee of the Company received a salary of more than Rs.60.00 lacs per annum or Rs.5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956.

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

[pursuant to section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988]

During the year, the Company has not carried any activity in relation to conservation of energy or technology absorption and therefore particulars with respect thereto is - NIL.

There were no foreign exchange earnings or outgo during the financial year 2011-12.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the financial year 2011-12 in accordance with the provisions of Section 383A of the Companies Act, 1956 read with Rule 3(2) of the Companies (Compliance Certificate) Rules, 2001. A copy of the Compliance Certificate dated May 30, 2012 issued by M/s. Dayanand Sharma & Associates, Practicing Company Secretaries is annexed hereto and forms part of this Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Auditors'' certificate thereon is annexed hereto and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

During the financial year 2011-12 the Company has increased its profitability by focusing more on the financing activities with the available resources. During the year the Company has not carried on its business of dealing in shares and derivatives and any investment activity. The management has initiated discussions for growth and restructuring of the business of the company but the same is still at very preliminary stage. However the Company will continue to share with its members, details of any other business opportunities as and when the same are taken up for such discussions.

The existing business of the company is being expanded within the available resources which may eventually improve the profitability and consequently the values for the stakeholders.

The Company''s liquidity and capital resources are sufficient to meet its expected working capital requirements for the ongoing business during the current year.

The Company has internal control systems which are adequate with respect to the level of present activities.

The financial performance of the Company is directly correlated to the operational performance of the Company in view of its nature of business. The financial performance of the Company has been moderate this year as it earned reasonable profit for the year.

The Company believes in developing human resources and maintaining cordial relations with all its shareholders, clients, staff and other agencies with whom it needs to deal.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, the Directors, based on the information and representations received from the management, confirm that:

(i) In preparation of the accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the Profit And Loss Account for the year ended on 31st March, 2012;

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

(iv) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the shareholders, clients and bankers and look forward to their continued support.

By Order and on behalf of the Board

Rameshchandra K. Bodra

Director

Place : Mumbai

Date : May 30, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report and the Audited Statement of Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2010 are as under:

(Rs. in Lacs)

Particulars 2009-10 2008-09

Total Income 46.92 35.13

Profit before Depreciation 41.50 26.90

Less : Depreciation 0.10 0.09

Profit Before Tax 41.40 26.81

Less : Provision for Taxation 16.20 4.85

Profit After Taxation 25.20 21.96

Add: Deferred Tax for earlier years 0 9.04

Add: MAT Credit Entitlement for earlier year 0 0.57

Less: Taxation of earlier years 0.04 0.02

Less: Prior Period Items 0.75 0.00

Less: Transferred to Reserve Fund 5.04 4.39

Add : Balance brought forward 34.42 7.26

Balance Carried to Balance Sheet 53.79 34.42

OPERATIONS

The business activities of the company are broadly divided in three segments and in respect of its financing activity, the total interest income for the year was Rs.36.42 lacs as against Rs.37.22 lacs for the previous year. In respect of its activity of dealing in shares and derivatives, the total sale of shares was Rs.60.21 lacs as against Rs.0.56 lacs for the previous year and the net income from this segment for the year was Rs.21.96 lacs as against a loss of Rs.2.35 lacs for the previous year. In respect of investment activities, sale of investments during the year resulted in net loss of Rs.11.54 lacs. Total gross income including sales for the year was Rs.83.10 lacs as compared to the total gross income of Rs.38.04 lacs for the previous year. The company does not have any interest expenses and depreciation for the year was Rs.10225/-. During the year, outstanding debts of Rs.32 lacs were written-off as bad debts and debited to the Profit and Loss Account. Consequently the balance of the provision for bad and doubtful debts of Rs.32 lacs provided in earlier years in respect of such bad and doubtful debts have been reversed and credited to the Profit and Loss Account. The net profit before tax for the year is Rs.41.40 lacs as against Rs.26.81 lacs for the previous year. Provision for the current income tax has been made for Rs.6.29 lacs and for deferred tax Rs.9.91 lacs. The net profit after tax for the current year is Rs.25.20 lacs as against Rs.21.96 lacs for the previous year. An amount of Rs.5.04 lacs has been transferred to the reserve fund account and after other adjustments the resultant net credit balance for the year is Rs.19.37 lacs. After considering the brought forward balance of Rs.34.42 lacs, the total credit balance of the profit and loss account at Rs.53.79 lacs is carried to the Balance Sheet.

DIVIDEND

Directors do not propose any dividend for the year in view of moderate profits for the financial year ended on 31st March, 2010.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajmal Mogra and Mrs. Jyoti Agrawal, Directors of the Company, retire by rotation at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

AUDITORS

M/s. Aneel Lasod And Associates, Chartered Accountants, Mumbai, the auditors of the Company, retire at the ensuing Annual General Meeting. They have informed the Company that their reappointment, if made, will be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

AUDITORS REPORT

Observations made in the Auditors Report for the financial year 2009-10 are self-explanatory and therefore, do not call for any further comments.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956 and that there is no outstanding balance of deposits from public as at 31st March, 2010.

PARTICULARS OF EMPLOYEES

During the year, there were no employees receiving salary of more than Rs.24.00 lacs per annum or Rs.2.00 lacs per month. Accordingly, no particulars are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [pursu- ant to section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988]

The Company has no activity in relation to conservation of energy or technology absorption. There were no foreign exchange earnings or outgo during the financial year 2009-10.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, the Directors, based on the information and representations received from the management, confirm that:

i) In preparation of the accounts for the financial year ended 31st March 2010, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Profit And Loss Account for the year ended on that date;

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

iv) The annual accounts have been prepared on a going concern basis.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate for the financial year 2009-2010 in accordance with the provisions of Section 383A of the Companies Act, 1956 read with Rule 3(2) of the Companies (Compliance Certificate) Rules, 2001. A copy of the Compliance Certificate dated May 31, 2010 issued by M/s. Dayanand Sharma & Associates, Practicing Company Secretaries is attached to the Directors Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Auditors certificate thereon form part of the Annual Report of the Company and is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS

During the year, the Company has improved its profitability by increasing business of dealing in shares as the capital markets have shown uptrend and growth during the financial year 2009-2010. The Company has plans to increase its exposure in this business activity of dealing in shares and derivatives depending upon the market conditions from time to time. Further the company has also invested substantial funds in the bank fixed deposits and the total amount under fixed deposits with the banks as at 31.03.2010 was Rs.81.25 lacs. However with steep reduction in interest rates for bank deposit, part of these funds may be deployed in other business segments during the current year 2010-2011 depending on available business opportunities. The loans and advances portfolio reduced marginally during the year as the funds were utilized for other business segments and for bank fixed deposits. The existing business of the company is being expanded within the available resources which may eventually improve the profitability and consequently the values for the stake- holders.

The Companys liquidity and capital resources are sufficient to meet its expected working capital requirements during the current year.

The Company has internal control systems which are adequate with respect to the level of present activities.

The financial performance of the Company is directly correlated to the operational performance of the Company in view of its nature of business. The financial performance of the Company has been moderate this year as it earned reasonable profit for the year.

The Company believes in developing human resources and maintaining cordial relations with all its shareholders, clients, staff and other agencies with whom it needs to deal.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the shareholders, clients, bankers and staff and look forward to their continued support.

By Order and on behalf of the Board

Suresh Chandra Kookada Director Place: Mumbai

Date : May 31, 2010