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Directors Report of Centrum Capital Ltd.

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 40^th Annual Report and Audited Accounts of your Company for the financial year ended March 31, 2018.

Financial Highlights

The summarized performance of the Company for the financial year 2017-18 and 2016-17 is given below:

(Rs, In lakh)

Particulars	Centrum Capital Limited (Standalone)		Centrum Capital Limited (Consolidated)
Particulars	2017-18	2016-17	2017-18	2016-17
Net revenue from operations	2,653.77	2,680.64	9,88,367.75	6,86,312.27
Add: Other income	11,970.53	14,250.35	4,642.12	13,189.56
Total Income	14,624.31	16,930.99	9,93,009.87	6,99,501.83
Total expenditure before finance cost, depreciation & Exceptional items (if any) and taxes	4,572.91	8,780.32	9,74,582.81	6,85,280.72
Profit before finance cost, depreciation, exceptional items and taxes	10,051.40	8,150.67	18,427.06	14,221.10
Less: Finance costs	3,360.65	3,782.77	9,612.32	5,967.60
Profit before depreciation, exceptional items and taxes	6,690.75	4,367.90	8,814.73	8,253.39
Less: Depreciation	130.64	258.91	821.92	664.64
Profit before exceptional items and taxes	6,560.11	4,108.99	7,992.81	7,588.75
Add/(Less): Exceptional items	0.00	0.00	0.00	0.00
Profit before taxes	6,560.11	4,108.99	7,992.81	7,588.75
Less: Provision for current taxation	1,402.00	630.00	5,014.73	3,303.42
Less : Provision for MAT credit	(1,197.76)	(630.00)	(1,798.12)	(668.10)
Less: Provision for deferred taxation	23.22	356.87	614.92	386.63
Profit/ (Loss) after taxes available for appropriation.	6,332.65	3,752.12	4,161.28	4,566.81
Less: Minority Interest	0.00	0.00	975.86	1,565.40
Balance to be carried forward	6,332.65	3,752.12	3,185.42	3,001.41

Financial Performance and State of Company Affairs

Information on the operational and financial performance of the Company is given in the Management Discussion and Analysis Report, which is annexed to the Report, and is in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (âListing Regulationsâ).

Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and applicable provision of the Companies Act, 2013, read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 201718 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associated companies, as approved by the respective Board of Directors.

Share Capital

During the period under review, there has been no change in the authorized as well as paid up share capital of the Company.

During the year under review, the Company has allotted 2,01,07,260 convertible warrants on Preferential basis at a price of '' 74.60 per warrant to BG Advisory Services LLP.

Debentures

During the period under review, the Company has raised an amount of '' 13,292 Lakhs in multiple tranches through private placement by way of issue of secured, unlisted, unrated, redeemable, non-convertible principal protected market linked debentures bearing a face value of '' 1,00,000 /- each and the Company had not redeemed any Debentures.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, economic developments, performance and state of affairs of the Companyâs/ Groupâs various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2017-18.

Transfer to Reserves

No transfers were made to the General Reserve. An amount of Rs, 3,323 Lakhs was transferred to the Debenture Redemption Reserve. Rs, 55,77,443 (Consolidated) (FY 16-17 Rs, 1,53,82,218) was transferred to Statutory Reserves Account during the financial year 17-18.

Dividend

The Company had paid interim dividend of Rs, 0.05 per equity share to the equity shareholders of the Company for the financial year 2017-18.

Considering the impending growth and expansion plans of the Company and its group entities and the need to conserve the resources and redeploy the same, the Board decided not to recommend any further dividend for financial year 2017-18.

Material Changes and Commitments

During the year under review, the Company has entered into a share purchase agreement with EBIX Inc. USA for sale of shares held by the Company through Centrum Retail Services Limited (Subsidiary) in CentrumDirect Limited (a step-down subsidiary of the Company) on the terms and condition mentioned in the said agreement.

There are no material changes and / or commitments affecting the financial position of the Company between the end of the financial year i.e. March 31, 2018 and the date of this Report.

Corporate Governance Report

At Centrum, we ensure that we evolve and follow the

corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but also to respect minority interest. We consider it our inherent responsibility to disclose timely and accurate information regarding financials and performance as well as leadership and governance of the Company.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report.

Listing Fees

As on March 31, 2018, the Companyâs Equity shares are listed on BSE Limited and the Company had paid listing fees upto the financial year 2018-19.

The Company equity shares were admitted for listing at National Stock Exchange of India Limited on April 04, 2018. Now the Companyâs Equity shares are listed on BSE Limited and National Stock Exchange of India Limited. The Company had paid listing fees up to the financial year 2018-19.

Number of meetings of the Board and its Committees

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2017-18 are given in the Corporate Governance Report which forms a part of this Report.

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristic skills and experience for the Board as a whole, and its individual members with the objective of having a Board with a diverse background and experience in business. Characteristics expected from all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberation and willingness to exercise authority in a collective manner. The Policy regarding the same is provided in Annexure A to this Report.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations which is set out in Annexure B, which forms part of this Report.

Familiarisation Programme for Independent Directors

In terms of Listing Regulations, the Company is required to familiarize its Independent Directors with their roles, rights and responsibilities in the Company etc., through interactions and various programmes.

The Independent Directors are also required to undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company in terms of Schedule IV of the Companies Act, 2013.

The Policy on the Companyâs Familiarisation Programme for Independent Directors is available at www.centrum.co.in.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out.

The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this Report. In a separate meeting of Independent Directors, evaluation of the performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was done after taking into account views of Executive and Non-Executive Directors.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force) and are not disqualified from continuing as Independent Directors.

Independent Directorsâ Meeting

A meeting of Independent Directors was held on March 31, 2018, as per Schedule IV of the Companies Act, 2013.

Directors and Key Managerial Personnel Induction

There was no instance for induction of Director during the financial year under review

As per the provisions of the Companies Act, 2013, Mr. Ramachandra Kasargod Kamath will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, seek re-appointment. The Board has recommended his re-appointment.

Resignation

Due to their pre-occupancy with other assignments, Mr. Pankaj Thapar and Mr. Vivek Vig resigned from the directorship of the Company with effect from May 29, 2017. The Board of Directors places on record its appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

Key Managerial Personnel

Mr. Jaspal Singh Bindra is the Executive Chairman of the Company. Mr. Shailendra Apte is the Chief Financial Officer (CFO) of the Company and Mr. Alpesh Shah is the Company Secretary of the Company.

Directorsâ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of the Company confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

(b) 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 your Company as at March 31, 2018 and of the profit and loss of the Company for the financial year ended March 31, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a âgoing concernâ basis;

The recommendation of Audit Committee given from time to time were considered and accepted by the Board.

Related Party Transactions

All related party transactions that were entered during the financial year under review were on an armâs length basis and were in the ordinary course of business except transaction for purchase of step down subsidiary, i.e Centrum Financial Services Limited, Centrum Microcredit

(e) proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

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

Audit Committee

The Committee met 5 (Five) times during the period under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. As on March 31, 2018, the composition of the Audit Committee was as follows:

Sr. No.	Name	Category	Designation in Committee
1	Mr. Rajesh Nanavaty	Independent Director	Chairman
2	Mr. Subhash Kutte	Independent Director	Member
3	Mr. Rishad Byramjee	Non-Executive Director	Member
4	Mr. R.S. Reddy	Non-Executive Director	Member

Private Limited and Centrum Housing Finance Limited from immediate subsidiary Company, Centum Retail Services Limited, which was not in the ordinary course of business.

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in section 188(1) along with the justification for entering into such contract or arrangement in form AOC-2 does is provided in Annexure C to this Report. In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated Related Party Transaction Policy which is available on the Companyâs website at http://www.centrum.co.in.

Disclosure of Internal Financial Controls

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the financial year under review, no material or serious observations have been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Risk Management Policy

The Company has a Risk Management Policy and Guidelines in place which identify all material risks faced by the Company.

With ups and downs, volatility and fluctuations in the financial business in which the Company operates, Company is exposed to various risks and uncertainties in the normal course of business. Since such variations can cause deviations in the results from operations and affect the financials of the Company, the focus on risk management continues to be high.

Centrumâs risk management strategy has product neutrality, speed of trade execution, reliability of access and delivery of service at its core. Multiple products and diverse revenue streams enable the Company to ensure continued offering of customized solutions to suit clientsâ needs at all times.

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

In view of the nature of activities which are being carried out by the Company, the disclosure concerning energy conservation measures, technology absorption and R & D efforts are not applicable to the Company.

The details of foreign exchange earnings and outgo during the period under review are provided at Item No. 33 (Notes forming part of financial statements) of the Audited Accounts. The members are requested to refer to the said Note for details in this regard.

Subsidiaries, Joint Ventures, Partnership and Associates

A separate statement containing the salient features of financial statements of all subsidiaries of the Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

During the financial year under review following changes can be noted with respect to subsidiaries, Joint Ventures, Partnership & Associates.

a) The Company has incorporated a foreign subsidiary, Centrum International Service PTE Limited by investing '' 193 Lakhs.

b) The Company has made additional investment of '' 3,463.31 Lakhs in Centrum Microcredit Private

Limited, '' 17,215.28 Lakhs in Centrum Financial Services Limited and '' 2,600 Lakhs in Centrum Housing Finance Limited.

c) The Company with its partner incorporated an LLP named Centrum Alternatives LLP and the Company became a partner in Centrum Alternatives LLP by initially contributing '' 0.66 Lakhs and acquired an interest of 66.67%. Further during the year, an additional contribution of '' 500.30 Lakhs was made. Centrum Alternatives LLP with its partner incorporated another LLP named Centrum REMA LLP by initially contributing '' 0.99 Lakhs in the said LLP.

d) Centrum Retail Services Limited immediate subsidiary had bought back 2.17% equity stake from its investor. In this regard, the total stake held by the Company in Centrum Retail Services Limited is 85.32%

e) Centrum Retail Services Limited had acquired 99.36% equity stake in Centrum Securities Private Limited, hereby Centrum Securities Private Limited became a subsidiary of Centrum Retail Services Limited.

f) Centrum Capital Limited had made additional investment of '' 295 Lakhs and '' 495 Lakhs in Centrum Defence Systems Limited and Centrum Infrastructure Advisory Services Limited, Wholly owned subsidiary companies.

As a part of its corporate restructuring;

a) Step-down Subsidiaries i.e. Agrata Mercantile Private Limited and Shree Srinivas Realtors Private Limited have been merged with its immediate holding Company, Centrum Financial Services Limited.

b) Step-down subsidiaries, i.e. Centrum Housing Finance Limited, Centrum Financial Services Limited and Centrum Microcredit Private Limited have become direct subsidiaries of the Company.

c) Centrum Direct Limited, a step-down subsidiary Company, transferred the entire stake held in Pyxis Finvest Limited to JBCG Advisory Services Private Limited. Thus Pyxis Finvest Limited no longer remain subsidiary of the Company.

d) The Company divested its balance 67.50% equity stake in Buy forex India Limited to Centrum Direct Limited, a step-down subsidiary Company.

e) The Company had together with investors (NYLIM JACOB BALLAS India Fund IV, Evolvence India Fund II, Jacob Ballas Capital India Private Limited), entered into definitive agreement to sell the entire investment held in Centrum Direct Limited (âCDLâ), a step-down and a material subsidiary of the Company, held through a subsidiary company, Centrum Retail Services Limited (âCRSLâ) to Ebix Inc., USA. Thus by this agreement the step-down subsidiary i.e. Krish & Ram Private Limited and Buy forex India Limited is also sold off.

The Company has Seventeen (17) Subsidiaries (including step down Subsidiaries), Two (2) Joint Ventures and One

(1) Associate Company as on March 31, 2018. Further the Report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC-1 is annexed to this Report (Annexure D).

Financial of subsidiaries are uploaded on the Companyâs website www.centrum.co.in and also available for inspection at the Corporate Office at Centrum House, CST Road, Vidyanagari Marg, Kalina, Santacruz (East) Mumbai 400098.

Auditors and Auditors Report i. Statutory Auditors

The members of the Company at the 36^th Annual General Meeting of the Company held on December 31, 2014, had reappointed M/s. Haribhakti & Co. LLP, Chartered Accountants as a Statutory Auditors till the conclusion of the 41^st Annual General Meeting of the Company to be held in the year 2019 subject to ratification of their appointment at every Annual General Meeting.

However as per circular of Ministry of corporate Affairs, with effect from May 07, 2018, there is no need for ratification of appointment at every Annual General Meeting, hence agenda item for ratification of appointment of Auditor is not required.

With regard to note No. 37 in the Auditorâs Report, we wish to submit as under;

Based on the financial estimates and business rationale provided by the management for its exposure in Centrum Infrastructure Advisory Limited (CIAL), Centrum Defence Systems Limited (CDSL) and Centrum Capital Holdings LLC (CCH LLC) confirming fair valuation higher than the cost of Investments of '' 500.00 Lakhs in CIAL, '' 300.00 Lakhs in CDSL and '' 194.28 Lakhs in CCH LLC, the management believes that no impairment provision is required in respect of said Investments along if with loans advanced amounting to '' 17.64 Lakhs to CIAL and '' 64.01 Lakhs to CCH LLC.

With regard to note 40 in the Auditorâs Report, we wish to submit as under;

The Central Government has partially allowed the excess remuneration and the Company made an application to the Central Government, making a representation for giving approval of the balance. The outcome of

of the same is awaited, pending which the balance amount is held in trust by the Executive Chairman

ii. Secretarial Audit

The Board had appointed Mr. Umesh P Maskeri, Company Secretary in practice, as Secretarial Auditor, to conduct secretarial audit, for the financial year ended March 31, 2018. In pursuant to the provisions of Section 204 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Report of the Secretarial Auditor is provided as Annexure E to this Report, in connection with the observation in the report, the Secretarial Auditorsâ Report is self-explanatory and does not call for any further comments.

Utilization of Proceeds of Preferential Allotment and MLD

The details of utilization of proceeds raised through preferential issue of warrants and MLD are disclosed to the Audit Committee and in the Annual Report. The Company has not utilized these funds for purposes other than those stated in the postal ballot notice sent to the Members for the approval of agenda item through postal ballot for the said preferential issue of Warrants.

Particulars of Employees and Remuneration

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is enclosed herewith as Annexure F.

Extract of Annual Return

The details forming part of the extract of the Annual Return as on March 31, 2018 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure G to this Report.

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments under the provisions of Section 134(3)(g) and 186(4) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2018, are set out in Note 42 to the Standalone Financial Statements forming part of this Report.

Disclosure as per Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, The Company has constituted a Complaint Committee in line with the provision of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

Details as per SEBI (Share Based Employee Benefits) Regulations, 2014

The details relating to Trust as per SEBI (Share Based Employee Benefits) Regulation, 2014

During the financial year, there was no secondary acquisition of shares by Trust.

Statement pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 read with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are set out herewith as Annexure H to this Report.

There were no instances of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

Sr. No	Particulars	Details
1	Name of the Trust	Centrum ESPS Trust
2	Details of the Trustee(s)	1) Mr. Rajendra Naik and 2) Mr. Ajay Sharma
3	Amount of loan disbursed by the Company/any company in the group, during the year	NIL

Sr. No	Particulars	Details
1	Number of shares held at the beginning the year	2,45,81,160
2	Number of shares acquired during the year through (i) primary issuance (ii) secondary issuance, also as a percentage of paid up equity capital as at the end of the previous financial year, along with information or weighted average cost of acquisition per share.	NIL
3	Number of shares transferred to the employees/sold.	1,14,00,000
4	Number of the share held at the end of the year.	1,31,81,160

ii) Brief Details of transactions held by the Trust.

4	Amount of loan outstanding (repayable to Company/any company in the group) as at the end of the year.	NIL
5	Amount of the loan, if any, taken from any other source for which company/any company in the group has provided any security or guarantee.	NIL
6	Any other contribution made to the Trust during the year.	NIL

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities as required under Section 134(3)(0) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure I to this Report and is also accessible on the Companyâs website at www.centrum.co.in.

The Company is not having any liability towards corporate social responsibility under Section 135 of Companies Act, 2013, during the current financial year 2017-18 based on the computations of average net profits during the preceding three financial year.

Public Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re-enactment(s) for the time being in force).

Significant/material orders passed by the Regulators

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the period under review.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no revision in financial statements.

3. Company has not issued any sweat equity shares.

4. There are no significant and material order passed

by the regulators or courts or tribunals impacting the going concern status in company operationâs in future.

5. There has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)

(ii) of the Companies (Accounts) Rules, 2014 is not applicable.

Human Resource and Employee Relationship

There is an on-going emphasis on building a progressive Human Resources culture within the organization. Structured initiatives that foster motivation, team work and result-orientation continue to be addressed.

Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in demat suspense account or unclaimed suspense account.

We blink

All the Policies required under the law to upload including the following formed by the Company as per the Companies Act, 2013 and Listing Regulations are uploaded on the Companyâs website and are available at www.centrum.co.in.

- Nomination and Remuneration Policy

- Remuneration criteria for Non-Executive Directors

- Related Party Transaction Policy

- Familiarisation Programme for Independent Directors

- Policy on determining Material Subsidiaries

Cautionary Statement

Statements in the Directorsâ Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply conditions, changes in government regulations, tax laws, economic developments within the country and such other factors that may affect the markets/industry in which the company operates.

Acknowledgement

The Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

The Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, lenders, business associates, regulatory and government authorities for their continued support.

For and on Behalf of the Board of Directors

For Centrum Capital Limited

Jaspal Singh Bindra

Executive Chairman

DIN:07496596

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 39^th Annual Report and Audited Accounts of your Company for the financial year ended March 31, 2017.

Financial Highlights

The summarized performance of the Company for the financial year 2016-17 and 2015-16 is given below:

(Rs. In lakh)

Particulars	Centrum Capital Limited (Standalone)		Centrum Capital Limited (Consolidated)
Particulars	2016-17	2015-16	2016-17	2015-16
Net revenue from operations	2,680.64	4,519.85	686,312.27	399,472.54
Add: Other income	14,250.35	592.86	13,189.56	1,184.42
Total Income	16,930.99	5,112.71	699,501.83	400,656.96
Total expenditure before finance cost, depreciation & Exceptional items and taxes	8,780.32	2,897.95	685,280.72	393,087.55
Profit before finance cost, depreciation, exceptional items and taxes	8,150.67	2,214.76	14,221.10	7,569.41
Less: Finance costs	3,782.77	1,784.35	5,967.60	2,842.15
Profit before depreciation, exceptional items and taxes	4,367.90	430.41	8,253.39	4,727.26
Less: Depreciation	258.91	246.70	664.64	459.19
Profit before exceptional items and taxes	4108.99	183.71	7,588.75	4,268.07
Add/(Less): Exceptional items	-	665.93	-	665.93
Profit before taxes	4,108.99	849.64	7,588.75	4,934.00
Less: Provision for current taxation	630.00	292.00	3,303.42	2,133.20
Less : Provision for MAT credit	(630.00)	-	(668.10)	(224.49)
Less: Provision for deferred taxation	356.87	(52.78)	386.63	(97.89)
Profit/ (Loss) after taxes available for appropriation	3,752.12	610.43	4,566.81	3,123.18
Less: Minority Interest	-	-	1,565.40	507.26
Balance to be carried forward	3,752.12	610.43	3,001.41	2,615.92

Financial Year 2015-16 was of nine months from July 01, 2015 to March 31,2016, and therefore the figures are not comparable

Financial Performance and State of Company Affairs

Consolidated Financial Statements

As per Regulation 33 of the Listing Regulations and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2016-17 have been prepared in compliances of the applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associated companies, as approved by the respective Board of Directors.

Share Capital

During the period under review, there has been no change in the authorized as well as paid up share capital of the Company.

Debentures

During the period under review, your Company has redeemed 4,998 Non-Convertible Debentures of Rs. 100,000/- (Rupees One Lakh) amounting to Rs. 499,800,000 (Rupees Forty Nine Crore Ninety Eight Lakh Only) which were issued through private placement.

Further, during the period under review, your Company has raised an amount of Rs. 930/- lakh through private placement by way of issue of secured, unlisted, unrated, redeemable debentures non-convertible principle protected market linked debentures bearing a face value of Rs. 100,000 /- each.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs various businesses, internal controls and their adequacy, risk management systems and other material developments during the financial year 2016-17.

Transfer to Reserves

No transfers were made to the General Reserve. An amount of Rs. 23,250,000 has been transferred to Debenture Redemption Reserve .

Dividend

Your Directors recommend a dividend for the financial year ended March 31, 2017 of Rs. 0.05 per equity share of Rs. 1 each to the equity shareholders of the Company. The dividend payment is subject to approval of the shareholders at the ensuing Annual General Meeting.

Material Changes and Commitments

There are no material changes and or commitments affecting the financial position of the Company between the end of the financial year i.e. March 31, 2017 and the date of the Report.

Corporate Governance Report

The Company evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but also to respect minority interest. We consider it our inherent responsibility to disclose timely and accurate information regarding financials and performance as well as leadership and governance of the Company.

Listing Fees

At present the Companyâs Equity shares are listed on BSE Limited and the Company has paid listing fees upto the financial year 2017-18.

Number of meetings of the Board and its Committees

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2016-17 are given in the Corporate Governance Report which forms a part of this Report.

Selection of New Directors and Board Membership Criteria

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristic skills and experience for the Board as a whole, and its individual members with the objective of having a Board with a diverse background and experience in business. Characteristic expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberation and willingness to exercise authority in a collective manner. The Policy regarding the same is provided in Annexure A to this Report.

Nomination and Remuneration Policy

Familiarisation Programme for Independent Directors

In terms of Listing Regulations, the Company is required to familiarize its Independent Directors (IDs) with their roles, rights and responsibilities in the Company etc., through interactions and various programmes.

The Policy on the Companyâs Familiarisation Programme for IDs is available at www.centrum.co.in

Board Evaluation

Declaration by Independent Directors

Independent Directorsâ Meeting

A meeting of Independent Directors was held on February 09, 2017, as per schedule IV of the Companies Act, 2013.

Directors and Key Managerial Personnel Induction

During the financial year, Mr. Jaspal Singh Bindra was appointed as an Executive Chairman with effect from (w.e.f.) April 21, 2016.

Mr. Manmohan Shetty was designated as Independent Director w.e.f. August 05, 2016.

Mr. K. R. Kamath and Mr. Vivek Vig were regularized as Non- Executive Directors w.e.f. September 30, 2016.

Resignation

There was no instance for resignation of Director during the financial year under review.

Key Managerial Personnel

Mr. Shailendra Apte is the Chief Financial Officer (CFO) of the Company and Mr. Alpesh Shah is the Company Secretary of the Company.

Directorsâ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

(b) 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 your Company as at March 31, 2017 and of the profit and loss account of the Company for the financial year ended March 31, 2017;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a âgoing concernâ basis;

(e) proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

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

Audit Committee

The Committee met 4 (four) times during the period under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. As on March 31, 2017, the composition of the Audit Committee was as follows:

Sr. No.	Name	Category	Designation in Committee
1	Mr. Rajesh Nanavaty	Independent Director	Chairman
2	Mr. Subhash Kutte	Independent Director	Member
3	Mr. Rishad Byramjee	Non-Executive Director	Member
4	Mr. R.S Reddy	Non-Executive Director	Member

The recommendation of Audit Committee given from time to time were considered and accepted by the Board.

Related Party Transactions

All related party transactions that were entered during the financial year under review were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Accordingly, particulars of contracts or arrangements with related party referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the Report.

Disclosure of Internal Financial Controls

Risk Management Policy

The Company has Risk Management Policy and Guidelines in place which identify all material risks faced by the Company.

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

In view of the nature of activities being carried out by the Company, the disclosure concerning energy conservation measures, technology absorption and R & D efforts are not applicable to the Company.

Subsidiaries, Joint Ventures and Associates

A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

Company has Eighteen (18) Subsidiaries (including step down Subsidiaries), three (3) Joint Ventures and two (2) Associate Companies as on March 31, 2017. Further the Report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC-1 is annexed to this Report (Annexure C)

The Companyâs step-down subsidiary company, Centrum Financial Services Limited (CFSL) has acquired 99% stake in Agrata Mercantile Private Ltd. on April 21, 2016.

Consequently, Shree Srinivas Realtors Private Limited, a 100% subsidiary company of Agrata Mercantile Private Ltd. has also become step-down subsidiary of Centrum Financial Services Limited.

During the financial year under review following changes can be noted with respected to subsidiaries, Joint Ventures & Associates.

The Company divested its 32.5% equity stake in Buyforex India Limited to Centrum Direct Limited, a step-down subsidiary company.

Centrum Wealth Management Limited, a step-down subsidiary company of the Company, increased its equity stake from 12.5% to 25% in Indian Property Advisors LLP w.e.f. March 24, 2017.

Buyforex India Limited, a subsidiary company has purchased 100% equity stake in Krish & Ram Forex Private Limited, thus Krish & Ram Forex Private Limited has become the step-down subsidiary of the Company w.e.f. January 27, 2017.

Centrum Retail Services Limited, a subsidiary of the company has purchased 100% equity stake in Centrum Microcredit Private Limited (CMPL), formerly known as Nobita Trading Private Limited and thus Centrum Microcredit Private Limited (CMPL) has become a step-down subsidiary company w.e.f. March 22, 2017. CMPL has applied to RBI for NBFC MFI License after the financial year ended March 31, 2017.

Centrum Retail Services Limited has divested its 14.89 % stake in CentrumDirect Limited to NYLIM Jacob Ballas India Holdings IV and Jacob Ballas Capital India Private Limited during the financial year ended March 31, 2017.

CentrumDirect Limited, a step down subsidiary Company, purchased an additional 4.97% equity stake in Pyxis Finvest Limited (NBFC). Thus the equity stake in Pyxis Finvest Limited (NBFC) has increase to 57.13% from 52.16%.

Auditors and Auditors Report i. Statutory Auditors

The members of the Company at the 36^th Annual General Meeting of the Company held on December 31, 2014, had reappointed M/s. Haribhakti & Co. LLP, Chartered Accountants as Statutory Auditors till the conclusion of the 41^st Annual General Meeting of the Company to be held in the year 2019 subject to ratification of their appointment at every Annual General Meeting.

A resolution for the ratification of the appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants as Statutory Auditors is being proposed for the approval of the members at the forthcoming Annual General Meeting.

With regards to the Emphasis of Matter in the Auditorsâ Report, we wish to submit as under:

a) Based on the financial estimates and business rationale provided by the management for its exposure in Centrum Infrastructure Advisory Limited (CIAL), Centrum Defence Systems Limited (CDSL) and Centrum Capital holding LLC (CCH LLC) confirming fair valuation higher than the cost of investment of Rs. 5 Lakh in CIAL, Rs. 5 Lakh in CDSL and Rs. 194.28 lakh in CCHLLC the management believes that there is no impairment in the above investments along with loans advanced amounting to Rs. 289.64 Lakh to CIAL, Rs. 183.13 Lakh to CDSL and Rs. 63.91 Lakh to CCH LLC.

b) Company has paid a managerial remuneration in excess of the limits as laid down in Section 197 of the Companies Act, 2013 read with Schedule V to the Act during the financial year 2016-17 to its Executive Chairman. The Company has made an application to the Central Government in Form No MR-2 pursuant to the provisions of Section 196, 197 and Schedule V to the Companies Act, 2013 seeking its approval for the same. The Central Government has partially allowed excess remuneration and the Company has made a representation for the balance amount.

ii. Secretarial Audit

The Board had appointed Mr. Umesh P. Maskeri, Company Secretary in Practice, as Secretarial Auditor, to conduct secretarial audit for the financial year ended March 31, 2017. In pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rules 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The report of the Secretarial Auditor is provided as Annexure D to this Report. In connection with the Auditorâs observation in the report, it is clarified as under:

a) Company is planning to spend the CSR expenditure through Trust and in this process the Company has identified the Trust and the CSR expenditure will be spend in near future

b) During the financial year under review, efforts were made by the Company to find independent directors with relevant experience commensurate with the business and size of the Company. During the financial year, Mr. Manmohan Shetty was designated as Independent Director. Considering resignations submitted by Mr. Vivek Vig and Mr. Pankaj Thapar both Non-Executive Directors on May 29, 2017. The Company now fulfills the criteria of composition of Directors under Regulation 25 of the Listing Regulations.

c) Company has paid a managerial remuneration in excess of the limits as laid down in Section 197 of the Companies Act, 2013 read with Schedule V to the Act during the financial year 2016-17 to its Executive Chairman. The Company has made an application to the Central Government in Form No MR-2 pursuant to the provisions of Section 196, 197 and Schedule V to the Companies Act, 2013 seeking its approval for the same. The Central Government has partially allowed excess remuneration and the Company has made a representation for the balance amount.

Vigil Mechanism/ Whistle Blower Policy

The Company has a Whistle Blower Policy/Vigil Mechanism for employees to report genuine concerns/grievances, if any. The Policy is uploaded on the Companyâs website www.centrum.co.in. The Policy provides for adequate safeguards against the victimisation of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.

Particulars of Employees and Remuneration

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect of the employees of the Company is enclosed herewith as Annexure E.

Extract of Annual Return

The details forming part of the extract of the Annual Return as on March 31, 2017 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out as Annexure F to this Report.

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments under the provisions of Sections 134(3)(g) and 186(4) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2017, are set out in Note 43 to the Standalone Financial Statements.

Disclosure as per Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, the Company has constituted a Complaint Committee in line with the provision of Section 4(1) of the Sexual Harassment of Women at workplace ( Prevention, Prohibition and Redressal) Act, 2013.

Details as per SEBI (Share Based Employee Benefits) Regulations, 2014

The following are the details relating to Trust as per SEBI (Share Based Employee Benefits) Regulation, 2014:

Sr. No	Particulars	Details
1	Name of the Trust	Centrum ESPS Trust
2	Details of the Trustee(s)	1) Mr. Rajendra Naik and 2) Mr. Ajay Sharma.
3	Amount of loan disbursed by the Company/any company in the group, during the year	NIL
4	Amount of loan outstanding (repayable to Company/any company in the group) as at the end of the year.	NIL

5	Amount of the loan, if any, taken from any other source for which company/any company in the group has provided any security or guarantee.	NIL
6	Any other contribution made to the Trust during the year.	NIL

ii) Brief Details of transactions held by the Trust:

Sr. No	Particulars	Details
1	Number of shares held at the beginning the year	24,581,160
2	Number of shares acquired during the year through (i) primary issuance (ii) secondary issuance, also as a percentage of paid up equity capital as at the end of the previous financial year , along with information or weighted average cost of acquisition per share.	NIL
3	Number of shares transferred to the employees/sold along with the purpose thereof.	NIL
4	Number of the share held at the end of the year.	24,581,160

There was no secondary acquisition of shares by Trust.

The scheme is in the process of implementation.

Company has not issued any employee stock option and hence no information has been furnished under Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014.

There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

Corporate Social Responsibility (CSR)

The Annual Report on CSR activities as required under Section 134(3)(O) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure G to this Report and is also accessible on Company website at http://www.centrum.co.in.

Public Deposits

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

Significant/material orders passed by the Regulators

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the period under review.

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. There was no revision in financial statements.

3. Company has not issued any sweat equity shares.

4. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Companyâs operations in future.

Human Resource and Employee Relationship

There is an ongoing emphasis on building a progressive human resources culture within the organization. Structured initiatives that foster motivation, team work and result-orientation continue to be addressed.

Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in demat suspense account or unclaimed suspense account.

Weblink

All the Policies including the following policies framed by the Company as per the Companies Act, 2013 and Listing Regulations are uploaded on the Companyâs website and are available at http://www.centrum.co.in/investor-relation/#1465210010845-d7050339-33a6.

- Nomination and Remuneration Policy

- Remuneration criteria for Non-Executive Directors

- Related Party Transaction Policy

- Familiarisation Programme for Independent Directors

- Policy on determining Material Subsidiaries

Cautionary Statement

Acknowledgement

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on Behalf of the Board of Directors

For Centrum Capital Limited

Jaspal Singh Bindra Chandir Gidwani

Executive Chairman Non- Executive Director

DIN: 07496596 DIN: 00011916

Place: Mumbai

Date: May 29, 2017

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report and Audited Accounts of your Company for the financial year ended 31^st March, 2016

Financial Highlights

The summarized performance of the Company for the financial year 2015-16 and 2014-15 is given below;

Rs,Rs. In lacs)

Particulars	Centrum Capital Limited (Standalone)		Centrum Capital Limited (Consolidated)
Particulars	2015-16	2014-15	2015-16	2014-15
Net revenue from operations	4519.85	6,607.46	399472.54	446,825.98
Add: Other income	592.86	780.70	1184.42	1,673.37
Total Income	5,112.71	7,388.16	400656.96	448,499.35
Total expenditure before finance cost, depreciation & Exceptional items and taxes	2,897.95	3,415.14	393138.45	436,786.22
Profit before finance cost, depreciation, exceptional items and taxes	2,214.76	3,973.02	7518.51	11,713.13
Less: Finance costs	1,784.35	2,253.57	2791.25	3,319.13
Profit before depreciation, exceptional items and taxes	430.41	1,719.45	4727.26	8,394.00
Less: Depreciation	246.70	353.23	459.19	658.84
Profit before exceptional items and taxes	183.71	1,366.22	4268.07	7,735.16
Add/(Less): Exceptional items	665.93	-	665.93	-
Profit before taxes	849.64	1,366.22	4934.00	7,735.16
Less: Provision for current taxation	292.00	575.00	2133.20	2,619.97
Add : Provision for MAT credit	-	-	224.49	-
Add: Provision for deferred taxation	52.78	159.61	97.89	186.13
Profit/ (Loss) after taxes available for appropriation.	610.43	950.83	3123.18	5,301.32
Less : Proposed Dividend	-	-	-	-
Less : Provision of Dividend Tax	-	-	-	-
Add: Profit on disposal of investment in subsidiary	-	-	-	-
Less: Minority Interest	-	-	507.26	739.95
Balance to be carried forward	610.43	950.83	2615.92	4,561.37

Financial Performance and State of Company Affairs

Changes in Share Capital

During the period under review, the authorized share capital of the Company was increased from Rs.42,00,00,000 divided into 42,00,00,000 equity shares of Rs. 1/- each to Rs. 75,00,00,000/- divided into 75.00.00.000 equity shares of Rs. 1/- each by creating 33.00.00.000 equity shares of Rs. 1/- each.

Debentures:

During the period under review, your Company has redeemed 4797 Non-convertible debentures of Rs. 1,00,000/- (Rupees One Lakh) amounting to Rs. 47,97,00,000 (Rupees Forty Seven Crore Ninety Seven Lakhs Only) which were issued through private placement.

Further, during the period under review, the Company has raised Rs. 49,98,00,000/- (Rupees Forty Nine Crore Ninety Eight Lakhs Only) by way of issue of unlisted, unrated, redeemable debentures, each exchangeable with equity shares of Centrum Direct Limited pursuant to the call option, not convertible into securities of the Company, having a face value of Rs. 1,00,000 (Rupees One Lakh) each for cash at par on a preferential basis.

Transfer to Reserves

No transfers were made to the reserves in the current financial year.

Dividend

With a view to conserve the resources, your Directors do not recommend any dividend for the financial year 2015-16.

Material Changes and Commitments

There are no material changes and or commitments affecting the financial position of the Company between the end of the financial year i.e. 31st March, 2016 and the date of the report.

Corporate Social Responsibility (CSR) Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 (the âActâ), the Board of Directors of the Company has constituted a Corporate Social Responsibility Committee (CSR Committee). As on 31st March, 2016, the composition of the CSR Committee was as follows:

Sr. No.	Name	Category	Designation in Committee
1	Mr. Chandir Gidwani	Non-Executive Director	Chairman
2	Mr. Rajesh Nanavaty	Independent Director	Member
3	Mr. Subhash Kutte	Independent Director	Member

Company has devised a CSR Policy which is available on the website of the Company www.centrum.co.in.

The Company was required to make expenditure of Rs. 13, 93,285/- during the FY 2015-16 towards CSR activities. The said expenditure was not made in the FY 2015-16 as the Company is in the process of forming a Trust in the name of âCentrum Foundationâ and the amount shall be spent through this foundation. Accordingly, disclosure as prescribed under Annexure to CSR Rules, 2014 is not applicable for the period under review.

Corporate Governance

At Centrum, we ensure that we evolve and follow the corporate governance guidelines and best practices sincerely to not just boost long-term shareholder value, but also to respect minority interest. We consider it our inherent responsibility to disclose timely and accurate information regarding financials and performance as well as leadership and governance of the Company.

Listing Fees

At present the Companyâs Equity shares are listed on BSE Limited and the Company has paid listing fees upto the financial year 2016-17.

Number of meetings of the Board and its Committees

During the year ended 31st March, 2016, the Board met four times. The details of the Board meetings / committee meetings and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report which forms a part of this Annual Report.

Selection of New Directors and Board Membership Criteria.

The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristic skills, and experience for the Board as a whole, and its individual members with the objective of having a Board with a diverse background and experience in business. Characteristic expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgment, ability to participate constructively in deliberation and willingness to exercise authority in a collective manner. The Policy regarding the same is provided in Annexure A to this report.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the Listing Regulations which is set out in Annexure B which forms part of the Boardâs Report.

Familiarization Programme for Independent Directors

The Policy on the Companyâs Familiarization Programme for IDs is available at www.centrum.co.in

Board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, performance of Board committees and individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees shall be evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, evaluation of the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was done after taking into account views of Executive Directors and Non-Executive Directors.

Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.

Independent Directorsâ meeting

A meeting of Independent Directors was held on 31st March, 2016, as per Schedule IV of the Companies Act, 2013

Directors and Key Managerial Personnel Induction

On recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Subhash Kutte & Mr. Sanjiv Bhasin as Additional Directors w.e.f 6th July, 2015. Mr. Sanjiv Bhasin was also appointed as Managing Director & CEO of the Company from the same date. Mr. Vivek Vig and Mr. K.R Kamath were appointed as Additional Directors with effect from 14th November, 2015. Mr. Jaspal Singh Bindra was appointed as an Additional Director in the capacity of Executive Chairman with effect from 21st April, 2016.

There were no instances of reappointment of Independent Directors during the period under review.

Resignation

Mr. P R Kalyanaraman resigned as Managing Director with effect from 6th July, 2015. Mr. Sanjiv Bhasin resigned as the Managing Director & CEO of Centrum Capital Limited with effect from 31st October, 2015.

Mr. Subimal Bhattacharjee, an Independent Director, resigned with effect from 14th November, 2015.

Key Managerial Personnel

Mr. Shailendra Apte was appointed as the Chief Financial Officer (CFO) with effect from 1st August, 2015.

Mr. Alpesh Shah is the Company Secretary of the Company.

Directorsâ Responsibility Statement

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and external agencies, the reviews performed by

Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Companyâs internal financial controls are adequate and effective.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

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

ii. that we had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii that proper and sufficient care had been taken 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;

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

v. that internal financial controls have been laid down and the same are adequate and are operating effectively; and

vi. that proper systems to ensure compliance with the provisions of all applicable laws have been laid down and that such systems were adequate and operating effectively.

Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Managementâs financial reporting process, to ensure accurate and timely disclosures with the highest levels of transparency, integrity and quality of financial reporting. The Committee met 3 (three) times during the period under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. As on 31st March, 2016, the composition of the Audit Committee was as follows:

Sr. No.	Name	Category	Designation in Committee
1	Mr. Rajesh Nanavaty	Independent Director	Chairman
2	Mr. Subhash Kutte	Independent Director	Member
3	Mr. Rishad Byramjee	Non-Executive Director	Member

The recommendation of Audit Committee given from time to time were considered and accepted by the Board.

Related Party Transactions

Disclosure of Internal Financial Controls

The internal financial controls with reference to financial statements as designed and implemented by the Company are adequate. During the financial year under review, no material or serious observations have been received from the Internal Auditors & IFC Auditors of the Company for inefficiency or inadequacy of such controls.

Risk Management Policy.

The Company has a Risk Management Policy and Guidelines in place which identify all material risks faced by the Company.

With ups and downs, volatility and fluctuations in the financial business in which the Company operates, Company is exposed to various risks and uncertainties in the normal course of business. Since such variations can cause deviations in the results from operations and affect the financials of the company, the focus on risk management continues to be high.

Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo

Subsidiaries, Joint Ventures and Associates

Company has Fourteen (14) Subsidiaries (including step down Subsidiaries), three (3) Joint Ventures and two (2) Associate Companies as on 31st March, 2016. During the period under review, the Board of Directors (the Board) reviewed the affairs of material subsidiaries. Company has in accordance with section 129(3) of the Companies Act, 2013, prepared consolidated financial statements of the Company and all its subsidiaries, which forms a part of this Annual Report. Further the Report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC-1 is annexed to this report (Annexure C) Club 7 Holidays Limited ceased to be a subsidiary company (step-down) w.e.f 31st August, 2015. Acorn Fund Consultants Private Limited became Joint Venture Company from a subsidiary Company of Centrum Wealth Management Limited w.e.f. 9th December, 2015.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and the audited financial statements of each of the subsidiary will be available on Companyâs website www.centrum.co.in. These documents will also be available for inspection during business hours at the registered office and corporate office of the Company.

Auditors and Auditors Report i. Statutory Auditors

The members of the Company at the 36th Annual General Meeting of the Company held on 31st December, 2014, had reappointed M/s. Haribhakti & Co. LLP, Chartered Accountants as a Statutory Auditors till the conclusion of the 41st Annual General Meeting of the Company to be held in the year 2019 subject to ratification of their appointment at every Annual General Meeting.

With Regards the Emphasis of Matter in the Auditorsâ Report, we wish to submit as under:

a) Based on the financial estimates and business rationale provided by the management for its exposure in Centrum Infrastructure Advisory Limited (CIAL), Centrum Defence Systems Limited (CDSL) and Centrum Capital Holdings LLC (CCH LLC) confirming fair valuation higher than the cost of Investments of Rs. 5.00 Lacs in CIAL, Rs. 5.00 Lacs in CDSL and Rs. 194.28 Lacs in CCH LLC the management believes that no impairment provision is required in respect of said Investments along with loans advanced amounting to Rs. 67.14 Lacs to CIAL , Rs. 89.13 Lacs to CDSL and Rs. 65.27 Lacs to CCH LLC..

b) Based on recent developments, as informed by the debtor & the status of ongoing lawsuit, the above amount in view of management is fully recoverable & accordingly the same need not be subject to provisioning.

ii. Secretarial Audit:

The Board had appointed Mr. Umesh P. Maskeri, Company Secretary in Practice, as Secretarial Auditor, to conduct secretarial audit for the financial year ended 31st March, 2016. The report of the Secretarial Auditor is provided as Annexure D to this report. In connection with the auditorâs observation in the Report, it is clarified as under:

1. The Company was required to make CSR expenditure amounting to Rs. 13,93,285/- during the FY 2015-16 towards CSR activities. The said expenditure was not made in the FY 2015-16 and shall be made in FY 2016-17.

2. The Board is considering appointing new directors to meet the criteria of composition of the Board as specified in Regulation 17 of the Listing Regulations and clause 49 (IIB) of the erstwhile Listing Agreement. Management is facing challenges to find a director with relevant experience commensurate with the business and size of the Company.

Vigil Mechanism/ Whistle Blower Policy

The Company has a Whistle Blower Policy/Vigil Mechanism for employees to report genuine concerns/grievances, if any. The Policy is uploaded on the Companyâs website www.centrum.co.in. The Policy provides for adequate safeguards against the victimization of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.

Particulars of Employees and Remuneration

Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return in Form MGT-9 is given as Annexure F.

Particulars of Loans, Guarantees and Investments

The Company has disclosed full particulars of loans given, investments made or guarantees given or securities provided in the notes forming a part of the financial statements provided in this Annual Report.

Details Related to Employee Stock Purchase Scheme (ESPS)

The Company has not allotted any shares pursuant to Companyâs ESPS Scheme, 2008 and, hence, no disclosure in terms of SEBI (Share Based Employee benefits) Regulations, 2014 is required.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction pertaining to these items during the period under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company under any scheme.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

Your Directors further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Human Resource and Employee Relationship.

There is an ongoing emphasis on building a progressive Human Resources culture within the organization. Structured initiatives that foster motivation, team work and result-orientation continue to be addressed.

Disclosures with respect to demat suspense account/ unclaimed suspense account

The Company has no shares lying in demat suspense account or unclaimed suspense account.

We blink:

All the Policies including the following policies formed by the Company as per the Companies Act, 2013 and Listing Regulations are uploaded on the Companyâs website and are available at http://www.centrum.co.in/investor-relation/#1465210010845-d7050339-33a6.

- Nomination and Remuneration Policy

- Remuneration criteria for Non-Executive Directors

- Related Party Transaction Policy

- Familiarization Programme for Independent Directors

- Policy on determining Material Subsidiaries Cautionary Statement

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 period under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the period under review. Your Directors look forward to the continued support of all stakeholders in the future.

For and on behalf of the Board of Directors

Jaspal Singh Bindra Chandir Gidwani

Executive Chairman Non-Executive Director

DIN: 07496596 DIN : 00011916

Place: Mumbai

Date: 30^th May, 2016

Jun 30, 2014

Dear Members,

The Directors present their Thirty Sixth Annual Report together with the Audited Accounts for the year ended June 30, 2014.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended June 30, 2014 is summarized below:

(Rsin Million)

Particulars 2013-2014 2012-2013

Total Income 614.37 712.04

profit/Loss before 283.84 322.76 Interest, Depreciation, Tax and Exceptional Items

Less: Interest 166.50 162.52

Less: Depreciation 36.42 36.81

Add: Exceptional Item 18.55 30.21

profit/Loss before tax 99.46 153.64

Less: Provision for (14.59) 16.50 Taxation

profit/Loss after tax 114.05 137.14

Add: Balance brought 506.76 369.62 forward from previous year

Less: Transfer to DRR 157.85 Nil

profit available for 462.96 506.76 appropriation

Less: Proposed Dividend Nil Nil

Less: Provision for Nil Nil Dividend Tax

Balance carried to 462.96 506.76 Balance Sheet

PERFORMANCE:

Detailed information on the overall performance of the Company is given in the Management Discussion and Analysis Report which forms part of this Report. The Company has transferred Rs. 1,578.50 Lakhs to the Debenture Redemption Reserve Account. As on June 30, 2014, the balance available in the Debenture Redemption Reserve Account is Rs. 1,578.50 Lakhs.

CHANGE IN FINANCIAL YEAR:

In compliance of Section 2 (41) of the new Companies Act, 2013, the financial year of the Company is changed from 1st July to 30th June to 1st April to 31st March of every year. Accordingly the financial year 2014-15 shall be for a period of 9 months beginning from 1st July 2014 and ending on 31st March 2015.

DIVIDEND:

In order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the financial year 2013-2014.

DEBENTURES:

The Board of Directors has issued 6314 number of secured, unlisted, unrated, redeemable non-convertible debentures of Rs. 100,000/- (Rupees One Lakh) each through private placement, including the greenshoe option.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh Nanavaty, Mrs Mahakhurshid Byramjee and Mr. Ibrahim Belselah retire by rotation at the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment.

A brief profle of the all the Directors seeking re- appointment at the ensuing Annual General Meeting, nature of their expertise and names of the other Companies in which they hold Directorship and Committee Membership is provided as a part of the notice of the ensuing Annual General Meeting.

DIRECTORSÂ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors hereby certify and confirm that:

1) in the preparation of the Annual Accounts for the year 2013-14, the applicable Accounting Standards have been followed and there are no material departures;

2) they 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 afairs of the Company at the end of the financial year and of the profit or loss of Company for that period;

3) they have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provision of this act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) they have prepared the annual accounts on a going concern basis.

SUBSIDIARY / JOINT VENTURE COMPANIES:

During the year, the Company has made an additional investment of Rs. 3,000.15 Lakhs in CentrumDirect Limited and Rs. 3,192.00 Lakhs in Centrum Wealth Management Limited (both being wholly owned subsidiary) by subscribing 8,85,000 Equity Shares of Rs 10/- each and 19,950,000 Equity Shares of Rs. 10/- each, respectively. During the year, the Company has divested its investments of Rs. 4 Lakhs in Accounts Receivables Management Services (India) Limited at book value.

Subsequent to balance sheet date, company has incorporated a wholly owned subsidiary named ÂCentrum Retail Services LimitedÂ and thereafter for strategic reason and to better align its various business, Company has reorganised the Centrum Group Structure by transferring its entire equity investments in its subsidiaries viz Centrum

Wealth Management Limited, Centrum Financial Services Limited and CentrumDirect Limited to the Subsidiary viz. Centrum Retail Services Limited.

In terms of the General Circular of the Ministry of Corporate Afairs, Government of India has granted general exemption under section 212(8) of the Companies Act, 1956. In view of this copies of the Balance Sheet, Statement of profit and Loss, Report of the Board of Directors and Auditors of its subsidiaries namely Centrum Financial Services Limited, Centrum Infrastructure and Realty Limited, Centrum Wealth Management Limited (Formerly Centrum Investments Limited), CentrumDirect Limited, Club 7 Holidays Limited (step down subsidiary), Centrum Capital Holdings LLC and Centrum Securities LLC (step down subsidiary), Centrum Broking Limited have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same at the Corporate Ofce of the Company. However, as directed by the MCA in the aforesaid circulars, the financial information of the said subsidiaries has been disclosed in the Annual Report.

The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the Corporate Ofce of the Company and that of respective subsidiary companies.

Further pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include financial information of its aforesaid subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreement with the Bombay Stock Exchange Limited, Consolidated Financial Statements of the Company are attached. The

Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India. These statements have been prepared on the basis of Audited Financial Statements received from Subsidiaries, Joint Ventures and Associate Companies, as approved by their respective Boards of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a Management Discussion and Analysis Report forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND EMPLOYEES STOCK PURCHASE SCHEME:

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the certain employees are required to be set out in the Annexure to the DirectorsÂ Report. However, as per the provisions of section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at its Corporate Ofce.

The disclosure(s) required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 are annexed and forms part of this Report.

AUDITORS AND AUDITORSÂ REPORT:

M/s. Haribhakti & Co LLP, Chartered Accountants , (ICAl Firm Registration No. 103523W), retire as Statutory Auditors at the ensuing Annual General Meeting and have expressed their eligibility and willingness to continue, if

so appointed. As required under the provisions of Section 139 of the Companies Act, 2013 and applicable rules, the Company has obtained written confirmation from the Auditors proposed to be re-appointed to the efect that their re-appointment if made, would be in conformity with the limits specified in the said section and also a certifcate as to eligibility for being re appointed in accordance with the requirements of Section 139 (1) of the Companies Act 2013 (the Act) read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General Meeting.

Section 139(2) of the Companies Act, 2013 (efective 1st April 2014), mandates that a listed Company or such other prescribed classes of Companies shall not appoint or reappoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each.

Further, the Companies as aforesaid, whose statutory Auditors has held ofce for a period of ten years or more are required to comply with these provisions, within three years from the date of commencement of these provisions ie. 1st April 2014. For this Purpose, the term of the Audit firm before the commencement of these provision shall be taken into account for calculating the period of ten consecutive years.

Our Auditors M/s Haribhakti & Co LLP, Chartered Accountants, are holding ofce as a Statutory Auditor since FY 2012. Hence, they are reappointed for a period upto 5 years i.e. Upto FY 2019.

The Audit Committee and the Board of Directors recommend the re-appointment of M/s Haribhakti & Co LLP, Chartered Accountants, as Statutory Auditors of the Company upto FY2019 for shareholdersÂ approval.

The Notes forming part of financial statements referred to in the AuditorsÂ Report are self-explanatory and do not call for any further comments.

There was a delay in payment of service tax and the Company subsequently paid the due amount along with applicable interest as per applicable laws. Company will endeavour to avoid such delays in future.

With Regards the Emphasis of Matter in the AuditorsÂ Report, we wish to submit as under:

a) Based on the financial estimates and business rationale provided by the management for its exposure in Centrum Broking Limited (CBL), Centrum Wealth Management Limited (CWML) and Centrum Capital Holdings LLC (CCH LLC) confirming fair valuation higher than the cost of Investments of Rs. 8,155.24 Lakhs in CBL, Rs. 3,197.00 Lakhs in CWML and Rs.194.28 Lakhs in CCH LLC the management believes that no impairment provision is required in respect of said Investments along with loans advanced amounting to Rs. 1,094.36 Lakhs to CBL, Rs. 1,716.46 Lakhs to CWML and Rs. 59.19 Lakhs to CCH LLC .

b) Based on recent developments, as informed by the debtor & the status of ongoing lawsuit, the above amount in view of management is fully recoverable & accordingly the same need not be subject to provisioning.

FIXED DEPOSITS:

The Company has not invited nor accepted any fixed deposits pursuant to the provisions of Section 58A of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo during the year under review are provided at Item No. 32(a) & 32(b) (Notes forming part of financial statements) of the Audited Accounts. The members are requested to refer to the said Note for details in this regard.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A Certifcate from the Auditors of the Company, M/s Haribhakti & Co. LLP, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to CompanyÂs clients, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Centrum family. Your Directors look forward to the continued support of all stakeholders in the future.

For and on behalf of the Board of Directors sd/- sd/- P. R. Kalyanaraman Chandir Gidwani Managing Director Non Executive Chairman

Place: Mumbai Date: 14th November, 2014

Jun 30, 2013

Dear Members,

The Directors present their Thirty Fifth Annual Report together with the Audited Accounts for the year ended 30th June, 2013.

FINANCIAL PERFORMANCE:

The fnancial performance of the Company for the year ended 30th June, 2013 is summarized below:

(Rs.in Million) Particulars 2012-2013 2011-2012

Total Income 712.04 602.57

Proft/Loss before

Interest, Depreciation ,Tax 322.76 103.34

and Exceptional Items

Less: Interest 162.52 150.72

Less: Depreciation 36.81 36.69

Add: Exceptional Item 30.21

Proft/Loss before tax 153.64 (84.07)

Less: Provision for 16.50 13.25

Taxation

Proft/Loss after tax 137.14 (97.32)

Add: Balance brought forward from previous 369.62 466.93 year

Proft available for 506.76 369.62 appropriation

Less: Proposed Dividend Nil Nil

Provision for Dividend Tax Nil Nil

Balance carried to 506.76 369.62

Balance Sheet

PERFORMANCE:

Detailed information on the overall performance of the Company is given in the Management Discussion and Analysis Report which forms part of this Report.

DIVIDEND:

In order to preserve cash for the operating businesses, your Directors do not recommend any dividend for the fnancial year 2012-2013.

SHARE CAPITAL:

(i) The Authorised Share capital of the Company was increased from Rs. 100,000,000 /- (Rupees Ten Crores) divided into 10,000,000 (One Crore) Equity Shares of Rs. 10/- (Rupees Ten) to Rs. 420,000,000/- (Rupees Forty Two Crores) divided into 420,000,000 (Forty Two Crore) equity shares of Rs. 1/- (Rupee One) each by the members at the Extra Ordinary General Meeting of the Company held on 13th June, 2013.

(ii) SUB-DIVISION OF EQUITY SHARES (FROM FACE VALUE OF Rs. 10/- EACH TO FACE VALUE OF Rs. 1/- EACH):

With a view to encourage participation of the investors and also with a view to increase the liquidity of the equity shares of the Company, the equity shares of face value of Rs. 10/- (Rupees Ten) each are sub-divided into ten equity shares of the face value Rs. 1/- (Rupee One) each.

(iii) BONUS SHARES:

In order to increase the liquidity in the shares and to reward the existing shareholders and in view of the comfortable reserves position, the Company allotted 346,693,950 each credited as fully paid-up Bonus Shares in the proportion of 5 (Five) Equity Share of Rs. 1/- each for every 1 (One) Equity Share of Rs. 1/- each held, by capitalising Rs. 346,693,950 (Rupees Thirty Four Crore Sixty Six Lakhs Ninety Three Thousand Nine Hundred and Fifty) out of Company''s Securities Premium Account.

(iv) Consequent to the sub-division of equity shares and allotment of the fully paid bonus equity shares, the Issued, Subscribed and Paid up equity capital of the Company has increased from Rs. 69,338,790 (Rupees Six Crore Ninety Three Lakhs Thirty Eight Thousand Seven Hundred and Ninety) divided into 6,933,879 (Sixty Nine Lakhs Thirty Three Thousand Eight Hundred and Seventy Nine) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 416,032,740 (Rupees Forty One Crore Sixty Lakhs Thirty Two Thousand Seven Hundred and Forty) divided into 416,032,740 (Forty One Crore Sixty Lakhs Thirty Two Thousand Seven Hundred and Forty) equity shares of Rs. 1/- (Rupee One) each.

DEBENTURES:

The Board of Directors has approved the issue of secured, unlisted, unrated, redeemable non-convertible debentures of Rs. 100,000/- (Rupees One Lakh) each through private placement, including the greenshoe option, upto a limit of Rs. 650,000,000 (Rupees Sixty Five Crores).

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Dhanpal Jhaveri and Mr. Subimal Bhattacharjee retire by rotation at the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment.

Mr. P. R. Kalyanaraman has been appointed as the Managing Director of the Company for a period of 3 years w.e.f. 1st November, 2012, Mr. Manmohan Shetty has been appointed as Non Executive Director w.e.f. 1st November, 2012 and Mr. Rashid Kidwai and Mr. Ameet Naik have been appointed as Independent Directors of the Company w.e.f. 1st November, 2012.

The Board at its meeting held on 14th February, 2013 appointed Mr. R.S. Reddy as an Additional Director of the Company. Pursuant to Section 260 of the Companies Act, 1956, Mr. R. S. Reddy holds ofce as a Director upto the date of the ensuing Annual General Meeting. Approval of Members is being sought for his appointment as Director at the ensuing Annual General Meeting.

Mr. Rajesh Narian Gupta resigned from the Board w.e.f 1st November, 2012 and Mr. T. R. Madhavan resigned from the Board as Executive Chairman w.e.f. 1st November, 2012. Mr. K. V. Krishnamurthy, Independent Director of the Company passed away on 16th January, 2013 and ceased to be a Director of the Company w.e.f. 16th January, 2013. The Board wishes to place on record its appreciation for the invaluable services and guidance given by each of them during their respective tenures as Directors of the Company.

A brief profle of the Directors seeking appointment / re-appointment at the ensuing Annual General Meeting, nature of their expertise and names of the other Companies in which they hold Directorship and Committee Membership is provided as a part of the notice of the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors hereby certify and confrm that:

1) in the preparation of the Annual Accounts for the year 2012-13, the applicable Accounting Standards have been followed and there are no material departures;

2) they 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 afairs of the Company at the end of the fnancial year and of the proft or loss of Company for that period;

3) they have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provision of this act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) they have prepared the annual accounts on a going concern basis.

SUBSIDIARY / JOINT VENTURE COMPANIES:

In terms of the General Circular of the Ministry of Corporate Afairs, Government of India has granted general exemption under Section 212(8) of the Companies Act, 1956. In view of this copies of the Balance Sheet, Statement of Proft and Loss, Report of the Board of Directors and Auditors of its subsidiaries namely Centrum Financial Services Limited, Centrum Infrastructure and Realty Limited, Centrum Wealth Management Limited (Formerly Centrum Investments Limited), Accounts Receivables Management Services (India) Limited, CentrumDirect Limited, Club 7 Holidays Limited (step down subsidiary), Centrum Capital Holdings LLC and Centrum Securities LLC (step down subsidiary), Centrum Broking Limited have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same at the Corporate Ofce of the Company. However, as directed by the MCA in the aforesaid circulars, the fnancial information of the said subsidiaries has been disclosed in the Annual Report.

The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the Corporate Ofce of the Company and that of respective subsidiary companies.

Further pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include fnancial information of its aforesaid subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreement with the Bombay Stock Exchange Limited, Consolidated

Financial Statements of the Company are attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India. These statements have been prepared on the basis of Audited Financial Statements received from Subsidiaries, Joint Ventures and Associate Companies, as approved by their respective Boards of Directors.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ALLOTMENT:

The details of utilization of proceeds raised through preferential issue of equity shares are disclosed to the Audit Committee and in the Annual Report. The Company has not utilized these funds for purposes other than those stated in the notice convening the Extra Ordinary General Meeting called for the approval of said preferential issue of equity shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a Management Discussion and Analysis Report forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND EMPLOYEES STOCK PURCHASE SCHEME:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the certain employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at its Corporate Ofce.

The disclosure(s) required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 are annexed and forms part of this Report.

AUDITORS AND AUDITORS'' REPORT:

M/s. Haribhakti & Co., Chartered Accountants, retire as Statutory Auditors at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained written confrmation from the Auditors proposed to be re-appointed to the efect that their re- appointment if made, would be in conformity with the limits specifed in the said section. A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General Meeting.

The Notes forming part of fnancial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

With Regards the Emphasis of Matter in the Auditors Report, we wish to submit as under:

a) Based on the fnancial estimates provided by the management of Centrum Broking Limited (CBL), Centrum Wealth Management Limited (CWML) and Centrum Infrastructure & Realty Limited (CIRL) confrming fair valuation higher than the cost of investments of Rs. 815,523,945 Lakhs in CBL, Rs. 500,000 in CWML and Rs. 500,000 in CIRL respectively, the management believes that no impairment provision is required in respect of said Investments along with loans advanced amounting to Rs. 32,394,297 to CBL and Rs. 327,280,258 to CWML and Rs. 72,250,413 to CIRL.

b) Subsequent to the end of the fnancial year, Company has received part payment from the said party. Based on recent trends in collection, sale of pledge shares and status of ongoing law suit, the outstanding amount of Rs. 45,832,632 in view of Board of Directors is fully recoverable and accordingly the same need not be subject to any further provisioning.

FIXED DEPOSITS:

The Company has not invited nor accepted any fxed deposits pursuant to the provisions of Section 58A of the Companies Act, 1956 during the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo during the year under review are provided at Item No. 33(a) & 33(b) (Notes forming part of fnancial statements) of the Audited Accounts. The members are requested to refer to the said Note for details in this regard.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A Certifcate from the Auditors of the Company, M/s Haribhakti & Co., Chartered Accountants, confrming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to Company''s clients, vendors, investors, business associates and bankers for their support to the Company.

The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Centrum family. Your Directors look forward to the continued support of all stakeholders in the future.

For and on behalf of the Board of Directors

P. R. Kalyanaraman Chandir Gidwani

Managing Director Non Executive Chairman

Place: Mumbai

Date: 29th August, 2013

Jun 30, 2010

The Directors are pleased to present the Thirty Second Annual Report together with the Audited Accounts for the year ended June 30, 2010.

FINANCIAL PERFORMANCE:

The financial performance of the Company for the year ended June 30, 2010 is summarized below:

(Rs. in Million)

Particulars 2009-2010 2008-09

Total Income 664.10 729.18

Profit before Interest, Depreciation

and Tax 234.19 355.17

Less: Interest 60.68 36.70

Less: Depreciation 35.92 35.78

Profit before tax 137.59 282.69

Less: Provision for Taxation 52.71 120.47

Profit after tax 84.88 162.22

Add: Balance brought forward from

previous year 517.83 363.59

Profit available for appropriation 602.70 525.81

Less: Proposed dividend 3.41 6.83

Provision for Dividend Tax 0.57 1.16

Balance carried to Balance Sheet 598.72 517.83

PERFORMANCE:

Detailed information on the overall performance of the Company is given in the Management Discussion and Analysis Report which forms part of this Report.

DIVIDEND:

Your Directors are pleased to recommend for approval of the shareholders a final dividend of Rs. 0.50 per equity share (Rs. 1/- per equity share for the previous financial year). The total dividend payout for the financial year 2009-2010 is Rs. 34,14,048/- (Rs. 68,28,096/- for the previous financial year).

The dividend, if approved, at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear in the register of members/benefi cial holders list of the Company as on the book closure date.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sameer Sain, Mrs. Mahakhurshid Byramjee and Mr. Rishad Byramjee retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board at its meeting held on January 30, 2010, appointed Mr. G. Narayanan as an Additional Director in the capacity of Managing Director of the Company for a period of 3 years. Pursuant to Section 260 of the Companies Act, 1956, Mr. Narayanan holds office as a Director upto the date of the forthcoming Annual General Meeting but is eligible to be appointed as a Director. Approval of shareholders is being sought at the ensuing Annual General Meeting for his appointment as a Director and Managing Director, on the terms and conditions, as provided in the Notice of the Annual General Meeting.

The Board at its meeting held on April 30, 2010 also approved the re-appointment of Ms. Sonia Gidwani as Whole Time Director for a further period of 3 years w.e.f. July 28, 2010 subject to the approval of the shareholders at the ensuing Annual General Meeting and the Central Government. The terms and conditions of re-appointment, as provided in the Notice of Annual General Meeting, will be placed before the shareholders for their approval.

The Board at its meeting held on September 30, 2010 appointed Mr. Rajesh Narain Gupta as an Additional Director w.e.f. October 25, 2010. Pursuant to Section 260 of the Companies Act, 1956, Mr. Gupta holds office as a Director upto the date of the ensuing Annual General Meeting but is eligible to be appointed as a Director. Approval of Members is being sought for his appointment as a Director at the ensuing Annual General Meeting.

A brief resume of the Directors seeking appointment / re-appointment at the ensuing Annual General Meeting, nature of their expertise and names of the other companies in which they hold Directorship and Committee Membership is provided as the part of the notice of the ensuing Annual General Meeting.

Mr. T. R. Madhavan, Mr. Berjis Desai and Mr. Manmohan Shetty resigned from the Board w.e.f. January 30, 2010, April 30, 2010 and September 30, 2010 respectively. The Board wishes to place on record its appreciation for the invaluable services and guidance given by each of them during their respective tenures as Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Directors hereby certifies and confirms that:

1) in the preparation of the Annual Accounts for the year 2009-10, the applicable Accounting Standards have been followed and there are no material departures;

2) they 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 your Company at the end of the financial year and of the profit or loss of Company for the financial year;

3) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) they have prepared the annual accounts on a going concern basis.

SUBSIDIARY COMPANIES:

During the year under review, the Company has established Centrum Securities (Europe) Limited, a wholly owned subsidiary in UK, London.

In terms of the approval granted by the Ministry of Corporate Affairs (MCA) under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Auditors of Centrum Financial Services Limited, Centrum Infrastructure and Realty Limited, Centrum Investments Limited, Accounts Receivables Management Services (India) Limited, Centrum Securities (Europe) Limited, Centrum Capital Holdings LLC, and Centrum Securities LLC (step down subsidiary) have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same at the Corporate Office of the Company. However, as directed by the MCA, the fnancial information of the said subsidiaries has been disclosed in the Annual Report. Further pursuant to Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include financial information of its aforesaid subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreement with the Bombay Stock Exchange Limited, Consolidated Financial Statements of the Company is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India. These statements have been prepared on the basis of Audited Financial Statements received from Subsidiaries, Joint Ventures and Associate Companies, as approved by their respective Board of Directors.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ALLOTMENT:

The details of utilization of proceeds raised through preferential issue of equity shares are disclosed to the Audit Committee and in the Annual Report. The Company has not utilized these funds for purposes other than those stated in the notice convening the Extra Ordinary General Meeting called for the approval of said preferential issue of equity shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a Management Discussion and Analysis Report forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND EMPLOYEES STOCK PURCHASE SCHEME:

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the certain employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

The disclosure(s) required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999 are annexed and forms part of this Report.

AUDITORS AND AUDITORS REPORT:

M/s. S. R. Batliboi & Co., Chartered Accountants, retires as Statutory Auditors at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has obtained written confirmation from the Auditors proposed to be re-appointed to the effect that their re-appointment if made would be in conformity with the limits specified in the said section. A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General Meeting.

The Notes to Accounts referred to in the Auditors Report are self Ã explanatory and do not call for any further comments.

With regard to the comment contained in the Point (ix) (a) in the Annexure to Auditors Report, the Company has taken appropriate steps to ensure that even the slight delays are avoided in future.

DEPOSITS:

The Company has not accepted any deposits from any Member, Director or public.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of foreign exchange earnings and outgo during the year under review are provided at Item No. 15 (Notes to Accounts) of the Audited Accounts. The members are requested to refer to the said Note for details in this regard.

CORPORATE GOVERNANCE:

A detailed Report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from the Auditors of the Company, M/s S. R. Batliboi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, also forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation to Companys clients, vendors, investors, business associates and bankers for their support to the Company.

The Directors thank the Government of India, the Governments of various countries, the concern State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors also appreciate and value the contribution made by every member of the Centrum family. Your Directors look forward to the continued support of all stakeholders in the future.

By and on behalf of Board

G. Narayanan K. V. Krishnamurthy

Managing Director Director

Date: November 02, 2010 Date: November 02, 2010

Place: Mumbai Place: Mumbai

Jun 30, 2009

The Directors are pleased to present their Thirty First Annual Report together with the Audited Accounts of the Company for the year ended on June 30, 2009.

FINANCIAL HIGHLIGHTS:

The standalone financial performance of the Company for the financial year ended June 30, 2009 is summarized below:

(Rupees in Million)

Particulars Year Year ended ended 30th June, 30th June, 2009 2008

Gross income from 729.18 530.08 operations

Profit before depreciation 318.77 278.13 and tax

Less: Depreciation 35.78 9.11

Profit before tax 282.99 269.02

Less: Taxation 120.77 68.11

Profit after tax 162.22 200.91

Profit brought forward 363.59 170.67

Less: Proposed dividend 6.83 6.83

Tax on proposed dividend 1.16 1.16

Balance carried forward 517.83 363.59

PERFORMANCE:

On a stand alone basis, your Companys revenue grew to Rs. 729.18 million during the financial year 2008-09 from Rs. 530.08 million in last year, a growth of 37.55% and the Companys profit after tax is Rs. 162.22 million.

DIVIDEND:

Your Directors are pleased to recommend for approval of the shareholders a final dividend of Re. 1/- per equity share (Re. 1/- per equity share for the previous financial year). The total dividend payout for the financial year 2008-09 is Rs. 68,28,096/- (Rs. 68,28,096/- for the previous financial year).

The dividend, if approved, at the ensuing Annual General Meeting will be paid to those shareholders whose name appear in the register of members of the Company as on the book closure date.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Mr. Berjis Desai, Mr. Ibrahim S. Belselah and Mr. P. G. Kakodkar retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief resume of the Directors seeking appointment / reappointment at the ensuing Annual General Meeting, nature of their expertise and names of the Companies in which they hold Directorship and Committee Membership is provided as the part of the notice of the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board hereby certifies and confirms that:

1) In preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

2) 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 your Company at the end of the financial year and of the profit or loss of Company for that period;

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of .this act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) The Directors have prepared the annual accounts on a "going concern basis".

SUBSIDIARY COMPANIES:

During the year under review, Centrum Capital Holdings LLC, Centrum Securities LLC, Accounts Receivables Management Services (India) Limited and Centrum Financial Services Limited (Formerly known as Shri Santram Finance Limited) have become subsidiaries of the Company.

The status of FCH Centrum Wealth Managers Limited and FCH CentrumDirect Limited have changed and the same are now 50:50 Joint Venture Companies between the Company and Future Capital Holdings Limited effective from June 12, 2009 and June 16, 2009 respectively, by virtue of transfer of 0.1% share holding from Future Capital Holdings Limited to the Company. Consequent to the above mentioned change, Club 7 Holidays Limited (Formerly known as Club 7 Holidays Private Limited), wherein FCH CentrumDirect Limited acquired 76% stake during the year under review, has also ceased to be a subsidiary of the Company.

The Company has five Subsidiaries and one step down subsidiary, namely Centrum Infrastructure and Realty Limited, Centrum Investments Limited, Centrum Financial Services Limited, Accounts Receivables Management Services (India) Limited, Centrum Capital Holdings LLC and Centrum Securities LLC (step down subsidiary) whose Audited Statements of Accounts for the year ended June 30, 2009 along with the Report of Directors and the Auditors, as entailed under section 212 of the Companies Act, 1956 are enclosed herewith, j

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited, Consolidated Financial Statements of the Company and its subsidiaries prepared in accordance with Accounting Standard 21 forms part of the Annual Report. These statements have been prepared on the basis of Audited Financial Statements received from Subsidiary Companies, as approved by their respective Boards.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ALLOTMENT:

The details of utilization of proceeds raised through preferential issue of equity shares are disclosed to the Audit Committee and in the Balance Sheet. The Company has not utilized these funds for purposes other than those stated in the notice convening the General Meeting.

DISCLOSURE OF EMPLOYEES STOCK PURCHASE SCHEME:

In the previous year, the Company had allotted 409,686 Equity Shares of Rs. 10/- each at a premium of Rs. 740.05 per share aggregating to Rs. 750.05 per share to Centrum ESPS Trust. The face value of Rs. 10/- per share payable on the said shares has been received by the . Company by using the proceeds of loan taken from the Company. The premium amount shall be accounted as and when received. The Trust will allocate the said shares as per the resolutions passed in the meeting of the shareholders of the Company and in accordance with the terms and conditions mentioned in the Employee Stock Purchase Scheme 2008 approved by the Remuneration/Compensation Committee of the Board of Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, a Management Discussion and Analysis Report form part of the Annual Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of section 219(1) (b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

AUDITORS AND AUDITORS REPORT:

M/s. S. R. Batliboi & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has obtained written confirmation from the Auditors proposed to be re-appointed to the effect that their re- appointment if made would be in conformity with the limits specified in the said section. A proposal seeking their re-appointment is provided as part of the Notice of the ensuing Annual General Meeting. The notes to the accounts referred to in the Auditors Report are self-explanatory.

With regard to the remarks contained in the Point (ix) (a) in the Annexure to Auditors Report, the Company has taken the necessary steps to pay the statutory dues in due course.

DEPOSITS:

The Company has not accepted any fixed deposits from any Member, Director or public.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of earnings and outgo in foreign exchange during the year under review are provided at Item no. 15 of Schedule 16 (Notes to Accounts) of the Audited

Accounts. The members are requested to refer to the said Note for details in this regard.

CORPORATE GOVERNANCE:

Report on Corporate Governance as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, forms part of the Annual Report.

A certificate from the Auditors of the Company M/s S. R. Batliboi & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors look to the future with confidence. Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the Companys Clients, Vendors, Investors and Bankers. Your Directors also acknowledge the contribution made by employees at all levels. Your Companys consistent growth was made possible by their hard work, solidarity and support. Your Directors look forward to their continued support in the future.

By and on behalf of Board

T. R. Madhavan K. V. Krishnamurthy

Managing Director Director Mumbai September 30, 2009

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