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Directors Report of Frontline Securities Ltd.

Mar 31, 2018

DIRECTOR''S REPORT

Dear Members,

The Directors of your Company take pleasure in presenting this Twenty Fourth Annual Report along with the Audited Financial Statements for the financial year ended March 31st, 2018.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31st, 2018 is summarized below:

	(Rs In Lakhs)
Particulars	2017-18	2016-17
Gross Income	1296.07	560.00
Profit before Depreciation and Amortization Expenses, Finance Costs and Tax Expenses	1194.19	495.08
Finance Costs	(11.34)	(0.01)
Depreciation & Amortization expenses	(20.93)	(3.42)
Profit before Tax	1161.92	491.65
Current Tax	(231.02)	(88.92)
MAT Credit	65.09	46.85

Deferred Tax	0.41	0.39
Profit for the year	996.40	449.97
Add: Balance in Profit & Loss Account	2,163.69	1,845.96
Total	3160.09	2295.93
Less: Appropriation:
Buy Back of Shares	542.94	-
Transferred to RBI Reserve	199.28	89.99
Proposed Dividend on equity shares	29.64	35.93
Proposed Dividend Tax	6.09	7.52
Contingency Provision against Standard Assets	0.15	(1.26)
Short Provision made in the previous year	-	0.06
Closing Balance	2381.99	2163.69

REVIEW OF OPERATIONS

During the year under review, the Company had achieved a Gross Income of Rs. 1,296.07 Lakhs as against Rs 560.00 Lakhs in the previous year. The profit before tax stands at Rs.1,161.92 Lakhs as against Rs.491.65 Lakhs in the previous year.

The improvement in the profitability of the Company had been due to improvement in Indian Stock Market. During the year under review, NIFTY grew from 9,220.60 as on 1st April, 2017 to 10,113.70 as on 31st March, 2018. Due to this, the investment gave better returns, during current year leading to capital gains of Rs. 860.65 lakhs against capital gains of Rs. 419.61 during the financial year 2016-17. Besides, the business of Mutual Fund distribution has grown substantially leading to commission income growth to Rs. 309.52 lakhs against Rs. 22.87 lakhs during the financial year 2016-17.

STATE OF COMPANY AFFAIRS

During the year under review, the Company operates in one geographical segment i.e. India & has identified two business segments i.e. Segment-I which is Consultancy, Commission & Brokerage and Segment-II Investments in Bonds, Fixed deposits & Loan & Advances.

FUTURE OUTLOOK

The various steps taken by the Government in the last 3 years have created a better business environment and barring unforeseen circumstances, we expect a better capital market in coming years which will improve Company''s performances. Besides, the Company has started adding new customers to the business of Mutual Fund Distribution. However the price of crude oil is increasing in the current period. Besides, the US interest Rate is also increasing. Due to global strategic situations, increase in crude oil prices, US interest rates and their economy, Indian Stock market may remain volatile during the current year (i.e. 2018-19). Hence the income from investments may remain little subdued/uncertain. However the business of Mutual Fund Distribution is given more stress, we expect to do well in this regard during the current year.

MATERIAL EVENTS OCCURING BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

The Board of Directors has recommended the sub-division of equity shares of the Company in its Board Meeting held on 28th May, 2018 from Rs. 10/- (Rupee Ten Only) per equity share to Rs. 5/- (Rupees Five Only) per equity share, subject to approval of Members at ensuing Annual General Meeting.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31st March, 2018, as are applicable to it as a Non-Banking Financial Company.

DEPOSITS

The Company has not accepted any public deposits during the year, within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

There was no unclaimed deposit or overdue deposit with the Company as on 31.03.2018. RESERVE FUND

As per section 45IC of RBI Act 1934, the Company has transferred Rs. 199.28 Lakhs in RBI reserve fund i.e. aggregating of 20% of its net profit.

DIVIDEND

Considering profits during the current year, the Board has recommended a final dividend @ 5 % (i.e. Rs. 0.5 per Equity Share after Buy Back of the Company) for the financial year ended 31st March, 2018.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400001. The Listing Fees for the financial year under review has been paid by the Company.

SHARE CAPITAL

During the year under review, the Company has neither issued Shares with differential voting rights, nor granted stock option and Sweat Equity Shares.

BUY BACK OF SHARES

The Board of Directors at its meeting on 20th October, 2017 has approved a proposal for the company to Buyback upto 12,77,866 fully paid up equity shares of face value Rs. 10/- each from the eligible shareholders of the company for an amount not exceeding Rs.7,92,27,692/-. The Shareholders of the Company approved the proposal of Buyback of equity shares through postal ballot that concluded on 8th December, 2017. Since the Buy Back offer was undersubscribed, the Company has bought back and extinguished 12,58,843 Equity

shares in February 2017. The Buyback was offered to all shareholders as on record date 22nd December, 2017 on a proportionate basis through tender offer route in accordance with the provisions of the SEBI (Buy back of Securities ) Regulations, 1998 and Companies Act, 2013. The Company has utilized a sum of Rs. 2,37,54,125/- from its Security Premium Account to the extent available and Rs. 5,42,94,141 /- from its Profit & Loss Account to pay Rs 7,80,48,266/- to its shareholder for the Buy Back of Shares.

DIRECTORS

The Board of the Company is structured in accordance with the requirements of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is adequate number of Independent Directors on the Board of the Company.

The Details of Board Composition & its Meetings are given in the Corporate Governance Report.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sarabjeet Kaur, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

Further, the Board has re-appointed Mr. Gauri Shanker Pandey, as a Whole time Director of the Company for the period of five years w.e.f 16th March, 2018 subject to approval of Members in the ensuing Annual General Meeting.

Brief resume and other details of the Directors being re-appointed as required under the Securities Exchange Board of India (Listing Obligations And Disclosures Requirement) Regulations, 2015 are provided in the Explanatory Statement annexed to the Notice.

During the year under review, Nine (9) Meetings were convened and held, details of which are provided in the Report on Corporate Governance.

KEY MANEGERIAL PERSONNEL

Presently, Mr. Mayank Agarwal, Chartered Accountant is the Chief Financial Officer of the Company. He was appointed as the Chief Financial Officer w.e.f 21.10.2017 due to the resignation of Ms. Swarna Gowri S. on 21.10.2017.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from Dr. Charanjeet Singh Bedi, Mr. Baljit Singh Bedi, Mr.Arun K. Jain and Mr. Atul K. Jain, the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON APPOINTMENT & REMUNERATION

In respect of Nomination and Remuneration of Directors, the Company has adopted the following policies:

a) Policy for selection of Directors and determining Director''s independence: and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The above mentioned policies of the Company are attached herewith marked as Annexure I and Annexure II. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has put in place a familiarization program for the Independent Directors, their roles, rights, responsibilities in the Company and related matters. Quarterly updates on relevant statutory matters are also informed to Directors.

Details of familiarization program are available on the website of the Company at the link http://fslindia.com/ pdf/FAMILIARIZATION PROGRAMMES.pdf.

PERFORMANCE EVALUATION

Pursuant to the provisions of Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation

of its own performance, its committees and all the Directors individually.

The evaluation of Non - Independent Directors, Chairman and the Board as a whole was done at a separate meeting by the Independent Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors makes the following statement in terms of Section 134(3) of Companies Act, 2013:

a. In the preparation of the annual accounts for the year ended March 31st, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 the Company as at March 31st, 2018 and of the profit of the Company for the year ended on that date;

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

d. The Directors have prepared the annual accounts on a ''going concern'' basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF LOANS GIVEN AND INVESTMENTS MADE

Being a NBFC (Non-Banking Financial Company), the Company is exempted under Section 186(11) of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

A) Conservation of Energy & Technology Absorption

Particulars under Companies (Accounts) Rules, 2014 on conservation of energy, Technology absorption are not applicable to your Company. Accordingly no disclosure has been made in this regard.

B) Foreign Exchange Earnings and Outgo

The company has neither earned nor spent any foreign exchange during the year under review. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year under review with related party(s) were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http:// fslindia.com/pdf/RPT.pdf

Particulars of contracts or arrangement with related parties during the year under review are provided in AOC-2 as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee which comprises total three members of which two Members including Chairman of the Committee are Independent Directors. Details of Committee & its meeting

are given in Report on Corporate Governance.

During the year under review, the Company was required to spend Rs. 9.73 lakhs (2% of Average net profits of last 3 financial years) on CSR Activities.

The Company shall utilize the available funds on long term projects such as Education, Old Age Homes, Orphanage etc. (as specified under Schedule VII of Companies Act, 2013 for CSR activities). The Company is under the process of finding the suitable options and finalization of the implementation plan for the same.

In view of the above the Company is preserving the funds so that as and when the adequate and appropriate option is available to the Company, it will utilize the funds for CSR activities.Hence, the Company has decided not to spend the amount on CSR during the year under review. However, the Company has been compliant with the provisions of Section 135 of the Companies Act, 2013 in the past.

The CSR Policy may be accessed on the Company''s website at the link: http://www.fslindia.com/pdf/ csr%201.pdf

The Annual report on CSR activities is annexed herewith as Annexure IV. AUDITORS AND AUDITORS'' REPORT i) Statutory Auditors:

Pursuant to section 139 of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s Walecha Inder & Associates, Chartered Accountants (FRN: 014205N) on 17.05.2017 as a Statutory Auditor for a term of Five Years to hold the office from the conclusion of the 23rd Annual General Meeting held in the Financial year 2016-17 till the conclusion of the 28th Annual General Meeting to be held for the Financial year 2021-22 subject to ratification at every Annual General Meeting.

Further they have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for the re-appointment.

The notes on financial statement referred to in the Auditor''s report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation and adverse remark.

During the year under Review the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013; therefore no detail is required to be disclosed under Section 134 (3) of the Companies Act, 2013.

ii) Secretarial Audit:

The Board has re-appointed M/s Jain Aarti & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith in MGT-9 as Annexure VI to this Report.

It may also be accessed on the website of the Company at http://www.fslindia.com/pdf/MGT_9%20new-l-5.pdf

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

VIGIL MECHANISM &WHISTLE BLOWER POLICY

where it is safe for all employees to raise concern about any wrongful conduct. For this the Company has established a Vigil Mechanism for directors and employees to report genuine concerns.

As per the Company''s policy, any personnel can approach the Audit Committee. However no such instance has been reported during the year under review.

The Vigil Mechanism Policy may be accessed on the website of the Company at http://www.fslindia.com/ pdf/FSL_VIGIL%20MECHANISM%20AND%20whistle-blower-policy.pdf

SIGNIFICANT AND MATERIAL ORDERS

There are no orders passed by the any regulatory authorities or courts or tribunal which would impact the going concern status of the Company and its operation in future.

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee for

a. evaluating the various risks impacting the Company; and

b. overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputation and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The risk management policy of the Company may be accessed on website of the Company under the http://www.fslindia.com/pdf/RISK%20MNGT.pdf link.

AUDIT COMMITTEE

The Audit Committee comprises of four members of which all members including Chairman of the committee are Independent Directors. During the year six meetings were convened and held. Details of the same are provided in Report on Corporate Governance.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure compliances with the provision of corporate governance as prescribed under SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015.

A separate section on Corporate Governance Practices followed by the Company together with Certificate from Company''s Auditor & CFO confirming the compliance of Corporate Governance forms an integral part of this Annual Report as Per Regulation 34 & Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. All women, permanent, temporary or contractual including those of service provider are covered under this policy.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were No Complaints received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis comprising an overview of the financial results, operations/performances and future aspects form part of this annual report.

PARTICULARS OF EMPLOYEE

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-Executive Directors	Ratio to median remuneration
No remuneration has been paid to Non-executive directors

Executive Directors	Ratio to median remuneration
Gauri Shanker Pandey	1.82
Richa Arora	1.05

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the Financial Year:

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Gauri Shanker Pandey (Whole Time Director)	NIL*
Richa Arora ( Company Secretary)	36.36 %
**Swarna Gowri S. ( Chief Financial Officer)	33.33%
***Mayank Agarwal ( Chief Financial Officer)	NA

*There was no increase in salary. However, revision of salary was done. **Resigned as Chief Financial Officer w.e.f 21.10.2017 *** Appointed as Chief Financial Officer w.e.f 21.10.2017

c. The percentage increase in the median remuneration of employees in the financial year : 5.25%

d. The number of permanent employees on the rolls of Company: 12 (as on 31st March, 2018).

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The percentage increase in the median remuneration of employees in the financial year is 5.25% whereas increase in the managerial remuneration for the year was 5.74%

f. Top Ten Employees in terms of Remuneration drawn as on 31.03.2018:

Company''s Business Model does not require large no. of people. Total No. of employees as on 31.03.2018 is 12 which includes Senior Level, Middle Level and lower level. Details of all senior level employees drawing salary are given below:

Particulars	Mr. G.S Pandey	Mr. Mayank Agarwal	Ms. Richa Arora
Designation	Whole Time Director	Chief Financial Officer (from 21.10.2017)	Whole Time Director & Company Secretary
Remuneration Received (Rs. In Lakhs )	7.22	1.82*	4.17
Nature of Employment	Permanent	Permanent	Permanent
Qualification	B.com	CA & B.com	CS & B.com(H)

Experience	30 years of Experience in Human Resource and administration	1 year of experience in the Field of Accounts , taxation & Audit.	2 years of Experience in the field of Company law, SEBI Regulation & other corporate law matter.
Date of Commencement of Employment	16.03.2013 (appointed as a Whole Time Director )	21.10.2017	26.02.2016
Age	60 years	25 years	25 years
Previous Employment & Designation	Dolsun Containers Private Limited , Manager	MJMJ & Associates LLP, Audit Manager	Tiwari& Mishra , Chartered Accountant as an Accounts Executive
No. of shares held in the Company	0	0	0

Note: #Appointed as Chief Financial Officer on 21.10.2017

1. None of the above mentioned employee is a relative of any director or manger of the Company.

2. The above mentioned employees constitute the KMP''s of the Company, besides this, the other employees receives nominal salary depending upon their work profile.

g. No employee who was employed throughout the Financial Year 17-18 was in receipt of remuneration, which in aggregate was of amount not less than Rupees One Crore and Two lakh.

h. No employee who was employed for a part of the Financial Year 17-18 was in receipt of remuneration for any part thereof, which in aggregate was of amount not less than Rupees Eighty Lakhs and Fifty Thousand.

i. No employee who was employed throughout the Financial Year 17-18 or part thereof was in receipt of remuneration which in aggregate or as the case may be, was at a rate which in aggregate was in excess of that drawn by the whole time director(s) and who held by himself or along with his spouse and dependent children, not less than 2 percent of the Equity shares of the Company.

j. Affirmation that the remuneration is as per the remuneration policy of the Company: the Company hereby affirms that remuneration is paid as per the remuneration policy of the Company.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and gratitude to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Reserve Bank of India and other Government Departments for their valuable contribution and whole hearted support.

We also acknowledge the sincere and dedicated efforts put in by the employees of the Company at all levels.

	For On behalf of the Board of Directors
	FRONTLINE SECURITIES LIMITED
	Gauri Shanker Pandey	Rakesh K. Jain
Place :Noida	Whole Time Director	Chairman
Date: 28.05.2018	DIN: 00050614	DIN: 00050524

Annexure-I

Policy for Selection of Director and determining Director''s Independence

1. Introduction

1.1. Frontline Securities Limited (FSL) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, FSL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

1.2. FSL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. FSL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2. Scope and Exclusion:

2.1 This Policy sets out the guiding principles for the "Nomination and Remuneration Committee" for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of a company.

3.2 "Nomination and Remuneration Committee" means the committee constituted by FSL''s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI ( Listing Obligations and Disclosure Requirements)Regulations, 2015.

3.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015.

4. Policy:

4.1 Qualifications and criteria

4.1.1 The "Nomination and Remuneration (N&R) Committee", and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company''s global operations.

4.1.2 In evaluating the suitability of individual Board members, the N&R Committee may take into account factors, such as:

â¢ General understanding of the Company''s business dynamics, global business and social perspective;

â¢ Educational and professional background standing in the profession;

â¢ Personal and professional ethics, integrity and values/willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

4.1.3 The proposed appointee shall also fulfill the following requirements:

â¢ Shall possess a Director Identification Number;

â¢ Shall not be disqualified under the Companies Act, 2013;

â¢ Shall give his written consent to act as a Director;

â¢ Shall endeavor to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

â¢ Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

â¢ Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing and Obligation Requirements) Regulations, 2015 and other relevant laws.

4.2 Criteria of Independence

4.2.1 The N&R Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence shall be as laid down in Companies Act, 2013 and Regulationl6(l) (b) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

Annexure-II Remuneration Policy for Directors. Key Managerial Personnel and other employees

1. Introduction

Frontline Securities Limited (FSL) recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view the following objectives:

Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the company successfully.

Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

2. Scope and Exclusion:

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 "Director" means a director appointed to the Board of the Company.

3.2 "Key Managerial Personnel"means

(i) the Chief Executive Officer or the Managing Director or the Manager;

(ii) the company secretary;

(iii) the whole-time director;

(iv) the Chief Financial Officer; and

(v) such other officer as may be prescribed under the Companies Act,2013

3.3 "Nomination and Remuneration Committee" means the committee constituted by FSL''s Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.

4. Policy:

4.1 Remuneration to Executive Directors and Key Managerial Personnel

4.1.1 The Board, on the recommendation of the Nomination and Remuneration (N&R) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

4.1.2 The Board, on the recommendation of the N&R Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

4.2 Remuneration to Non-Executive Directors

4.2.1 The Board, on the recommendation of the N&R Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders.

4.3 Remuneration to other employees

4.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

Annexure-III Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso there to

1. Details of contracts or arrangements or transactions not at arm''s length basis:

Frontline Securities Limited (FSL) has not entered into any contract or arrangement or transaction with its related parties which is not at arm''s length during financial year 2017-18.

2. Details of material contracts or arrangement or transactions at arm''s length basis

(a) Name(s) of the related party and nature of relationship:

I. Aridhi Jain, relative of Director

II. Hope Consultants Limited, common Directors

III. Frontline Capital Services Limited, common Director

IV. FSL Software Technologies Limited, common Director

(b) Nature of contracts/arrangements/transactions:

I. Rent Agreement,

II. Rent Agreement,

III. Share Broking and Depository Services: and

IV. Rent Agreement, respectively

I. Contract dated April 04, 2012 as renewed on April 01, 2015 which was terminated on 14th August, 2017.

II. Contract dated April 01, 2013 as renewed on April 04, 2016 which is ongoing.

III. Agreement entered in 1995, which is ongoing.

IV Contract entered on July 01st, 2017 for a period of three years which is still ongoing.

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

I. The Company has given residential premises on lease and rent basis on terms and conditions spelt out in the Rent Agreement. The Contract has been terminated w.e.f 14th August, 2017.

II. The Company has taken office premises on lease and rent basis on the terms and conditions spelt out in the Rent Agreement.

III. The Company has entered into Share Broking and Depository Services in the regular course of business.

IV The Company has taken office premises on rent basis on the terms and conditions spelt out in the Rent Agreement.

(e) Date(s) of approval by the Board, if any: Not applicable, since the contract was entered into the ordinary course of business and on arm''s length basis.

(f) Amount paid as advances, if any:

I. NIL II. NIL III. NIL IV NIL

Annexure-IV

ANNUAL REPORT ON CSR ACTIVITIES Pursuant to Section 135 of the Act & Rules made there under

1. A brief outline of the company''s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web link to the CSR policy and projects or programs:

FSL''s CSR policy is aimed at "capacity building" of the underserved and marginalized. It has a CSR vision to uphold human values with sustainable community development. Under capacity building, major emphasis will be given to programs that equip women & youth to be drivers of change and children as the future of a maturing economy.

The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. The Company proposes to promote orphanage, education, financial literacy initiatives and setting up old age homes.

Details of CSR policy are available on the web link http://fslindia.com/pdf/csr%201.pdf 2. The Composition of the CSR Committee:

S.NO	NAME	CATEGORY	DESIGNATION
1	Mr. Atul K Jain	Independent Director	Chairman
2	Mr. Gauri Shanker Pandey	Whole -Time Director	Member
3	Mr. Arun K. Jain	Independent Director	Member

3. Average net profit of the company for last three financial years for the purpose of computation of

CSR: Rs. 48,668,603.33

4. Prescribed CSR Expenditure (two percent of the amount shown as in item 3 above): Rs. 973,372.07

5. Details of CSR spent during the financial year:

a. Total amount to be spent for the financial year: NIL

b. Amount unspent, if any: Rs. 973,372.07

c. Manner in which the amount spent during the financial year is detailed below:

(1)

(2) (3)

(4)

(5)

(6) (7)

(8)

CSR Sector in project or which the activity project is identified covered

Projects or programs 1) Local area or other 2) Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise (Rupees in Lakhs)

Amount spent Cumulative on the projects expenditure or programs upto the Sub-heads: reporting 1) Direct period expenditure (Rupees in on projects or lakhs) programs 2) Overheads: (Rupees in Lakh

Amount spent Direct or through implementing agency.

NIL

6. In case the Company has failed to spend the two percent of the average net profits of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report.

In view of the above the Company is preserving the funds so that as and when the adequate and appropriate option is available to the Company, it will utilize the funds for CSR activities. Hence, the Company has decided not to spend the amount on CSR during the year under review. However, the Company has been compliant with the provisions of Section 135 of the Companies Act, 2013 in the past.

7. A responsibility statement of the CSR Committee that the implementing and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

We declare that implementing and monitoring of the CSR Policy are in compliance with CSR objectives and Policy of the Company.

On behalf of the Board of Directors
For FRONTLINE SECURITIES LIMITED
Atul K. Jain	Rakesh K. Jain
(Chairman CSR Committee)	(Chairman)
DIN: 00133750	DIN: 00050524

Annexure-V

Jain Aarti & Associates

Company Secretaries

D-5, Ilnd Floor, R.K. Tower, Sector-4, Vaishali, Ghaziabad. Ph. No. 9811894375, [email protected].

Form No. MR-3 SECRETARIAL AUDIT REPORT

For The Financial Year Ended on 31st March 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Frontline Securities Limited

M-6, Ilnd Floor, M-Block Market Greater Kailash-II, New Delhi-110048.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ''Frontline Securities Limited'' (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

I, Report That:

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its company secretary, its officers agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion during the audit period covering the financial year ended on 31st March 2018 (''Audit Period'') the Company has complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there under;

II. The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

IV. The Following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) to the extent applicable to the Company :

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Registrar to an Issue & Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with Client.

e) The Securities and Exchange Board of India (Delisting of equity Shares) Regulations, 2009.

f) The Securities and Exchange Board of India(ESOS and ESPS) Guidelines, 1999;

g) The Securities and Exchange Board of India SEBI (Buyback of Securities) Regulations, 1998. h) The Memorandum and Articles of Association of the Company.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) The Listing agreement entered by the Company with Bombay Stock Exchange (BSE).

During the period of audit review, the company has complied with all the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc. as mentioned above.

I, Report That:

During the period under review and as per the explanations and representations made by the management and subject to clarifications given to us, the Company has substantially complied with the provisions of the Act, Rules, Regulations, Guidelines, etc., that are applicable to the Company.;

I further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that the Company has, in our opinion, complied with the provisions of the Companies Act, 2013 and the Rules made under that Act and the Memorandum and Articles of Association of the Company, with regard to:

a) Maintenance of various statutory registers and documents and making necessary entries therein;

b) Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

c) Service of documents by the Company on its Members, Auditors and the Registrar of Companies;

d) Notice of Board Meetings and Committee Meetings of Directors;

e) The meetings of Directors and Committees of Directors including passing of resolutions by circulation;

f) The Annual General Meeting during the period was held on 9th August 2017;

g) Minutes of proceedings of General Meetings and of the Board and its Committee meetings;

h) Approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required;

i) Constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors;

j) Payment of remuneration to Directors including Whole-time Directors,

k) Appointment and remuneration of Auditors;

1) Transfers and transmissions of the Company''s shares;

m) Borrowings and registration, modification and satisfaction of charges wherever applicable; n) Investment of the Company''s funds including investments and loans to others;

o) Form of Balance Sheet as prescribed under Part I, form of statement of profit and loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedules to the Act;

p) Directors'' report;

q) Contracts, common seal, registered office and publication of name of the Company; and

r) Generally, all other applicable provisions of the Act and the Rules made under the Act.

I, further report that:

â¢ The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

â¢ In accordance with law, adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

â¢ All the decisions are carried unanimously. The members of the Board have not expressed dissenting views on any of the agenda items.

â¢ The Company has obtained all necessary approvals under the various provisions of the Act; and there was no prosecution initiated and no fines or penalties were imposed during the year under review under the Companies Act 2013, Depositories Act and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

â¢ The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Conduct for Independent Directors;

â¢ I further report that Company has complied with the provisions of the Depositories Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization / rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

Based on the compliance mechanism established by the Company, I am of the opinion that the management has:-

â¢ Adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

â¢ I further report that Company has properly complied with the provisions of Buy- Back of Securities under Companies Act, 2013 and SEBI (Buy Back of Securities) Regulations, 1998 with respect to 12,58,843 shares bought back during the year.

I, further report that: that during the audit period, there were no instances of:-

a) Foreign technical collaboration during the financial year;

b) Merger / Amalgamation / Reconstruction etc.;

c) Public/Right/Preferential issue of shares/debentures/sweat equity shares etc.;

d) Major decision taken by the members in pursuance to the section 180 of the Companies Act, 2013.

I further report that:

a) Maintenance of secretarial records is the responsibility of the management of the Company. Our

responsibility is to express an opinion on these secretarial records based on our audit.

b) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, we followed provide a reasonable basis for our opinion.

c) I have not verified the correctness and appropriateness of the financial statements of the Company.

d) The compliance of the provisions of the corporate and other applicable laws, rules, regulation, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

e) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Vaishali	For Jain Aarti & Associates
Date: 21/05/2018	(Company Secretaries)

	CS Chhaya Walia
	Membership No. A42947
	COP No.19868

Annexure VI

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

L	REGISTRATION & OTHER DETAILS:
1	CIN	L65100DL1994PLC058837
2	Registration Date	5/5/1994
3	Name of the Company	FRONTLINE SECURITIES LIMITED
4	Category /Sub-category of the Company	COMPANY LIMITED BY SHARES NON-GOVERNMENT COMPANY
5	(i) Address of the Registered office & contact details	M-6, IIND FLOOR, M BLOCK MARKET, GREATER KAILASH-II, NEW DEL HI-110048, PH: 011-29216309,29212610,
	(ii) Address for correspondence	B-22, SECTOR -4, NOIDA -201301, UTTAR PRADESH , PHN : 0120-2534066
6	Whether listed company	YES (Listed on BSE)
7	Name, Address & contact details of the Registrar & Transfer Agent, if any.	LINK INTIME INDIA PVT LTD , 44, COMMUNITY CENTRE 2ND, FLOOR, NARAINA INDUSTRIAL AREA, PHASE -1, NEAR PVR NARAIANA , NEW DELHI-110028, PH: 91-11-41410592, FAX: 91-41410591

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
S.No.	Name and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
1	TO BUY, SELL, ACQUIRE, AND HOLD SHARES, STOCKS, DEBENTURES AND BONDS	6599	72.70%

III.	PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
SN	Name and address of the Company	CIN/GLN	Holding/ Subsidiary	% of sharesheld / Associate	Applicable Section
1	NIL	NIL	NIL	NIL	NIL

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)
(i) Category-wise Share Holding
Category of Shareholders	"No. of Shares held at the beginning of the year [As on 31-March-2017]"				"No. of Shares held at the end of the year [As on 31-March-2018]"				% Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	4,759,414	-	4,759,414	66.23%	3,884,414	-	3,884,414	65.53%	-0.70%
b) Central Govt									0.00%
c) State Govt(s)	-	-	-	-	-	-	-	-	0.00%
d) Bodies Corp.	410,043		410,043	5.71%	410,043		4,10,043	6.92%	1.21%
e)Banks/FI	-	-	-	-	-	-	-	-	0.00%
f) Any other									0.00%
Sub Total (A) (1)	5,169,457	-	5,169,457	71.93%	4,294,457	-	4,294,457	72.45%	4.41%

(2) Foreign
a) NRI Individuals	32,820		32,820	0.46%	32,820		32,820	0.55%	0.10%
b) Other Individuals	-	-	-	-	-	-	-	-	0.00%
c) Bodies Corp.									0.00%
d) Any other	-	-	-	-	-	-	-	-	0.00%
Sub Total (A) (2)	32,820		32,820	0.46%	32,820		32,820	0.55%	0.12%
TOTAL (A)	5,202,277		5,202,277	72.39%	4,327,277	-	4,327,277	73.00%	-0.61%

B. Public Shareholding
1. Institutions
a) Mutual Funds	-	-	-	0.00%	-	-	-	0.00%	0.00%
b) Banks / FI				0.00%				0.00%	0.00%
c) Central Govt	-	-	-	0.00%	-	-	-	0.00%	0.00%
d) State Govt(s)				0.00%				0.00%	0.00%
e) Venture Capital Funds	-	-	-	0.00%	-	-	-	0.00%	0.00%
f) Insurance Companies				0.00%				0.00%	0.00%
g) FIIs	-	-	-	0.00%	-	-	-	0.00%	0.00%
h) Foreign Venture Capital Funds				0.00%				0.00%	0.00%
i) Others (specify)	-	-	-	0.00%	-	-	-	0.00%	0.00%
Sub-total (B)(l):-				0.00%				0.00%	0.00%

2. Non-Institutions
a) Bodies Corp.	-	-	-	-	-	-	-	0.00%	0.00%
i) Indian								0.00%	0.00%
ii) Overseas	-	-	-	-	-	-	-	0.00%	0.00%
b) Individuals				0.00%				0.00%	0.00%
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	212,423	308,752	521,175	7.25%	298,295	185,323	483,618	8.16%	0.91%
ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh	770,957		770,957	10.73%	838,211		838,211	14.14%	3.41%
c) Others (specify)
Non Resident Indians	307,528		307,528	4.28%	181,984		181,984	3.07%	-1.21%
Non Resident Indians(Non Repat)	100	-	100	0.00%	1,001	-	1,001	0.02%	0.02%
HUF	1,302		1,302	0.02%	5,153		5,153	0.09%	0.07%
Clearing Members	5,351	-	5,351	0.07%	7,528	-	7,528	0.13%	0.05%
Bodies Corporate	357,299	20,700	377,999	5.25%	70,774	12,300	83,074	1.40%	-3.86%
Foreign Bodies - D R	0	-	-	0.00%	-	-	-	0.00%	0.00%
Sub-total (B)(2):-	1,654,960	329,452	1,984,412	27.61%	1,402,946	197,623	1,600,569	27.00%	-0.61%
Total Public (B)	1,654,960	329,452	1,984,412	27.61%	1,402,946	197,623	1,600,569	27.00%	-0.61%
C. Shares held by Custodian for GDRs & ADRs	0			0.00%				0.00%	0.00%
Grand Total (A B C)	6,857,237	329,452	7,186,689	100.00%	5,730,223	197,623	5,927,846	100.00%	-17.52%

(ii) Shareholding of Promoter

SN	Shareholder''s Name	Shareholding at the beginning of the year (as on 01st April. 2017)			Shareholding at the end of the year (as on 31st March, 2018)			% change in share holding during the year
		No. of shares	% of total Shares of the	% of shares Pledged encombered to total share company	No. of Shares	% of total Shares of the company	% of shares Pledged/ encumbered to total shares	% change in share holding during the year
1	Rakesh K. Jain	2,995,910	41.69%	0	2,495,910	42.10%	0	0.41%
2	Prerna Jain	1,763,504	24.54%	0	1,388,504	23.42%	0	-1.12%
3	Hope Consultants Limited	410,043	5.71%	0	410,043	6.92%	0	1.22%
4	Vidha Jain	24,510	0.34%	0	24,510	0.41%	0	0.07%
5	Aridhi Jain	8,310	0.12%	0	8,310	0.14%	0	0.02%
6	Total	5,202,277	72.39%	0	4,327,277	73.00%	0	0.61%

(iii) Change in Promoters'' Shareholding (please specify, if there is no change)

SN	Particulars	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
				No. of Shares	% of total shares	No. of shares	% of total shares
1	Rakesh K. Jain
	At the beginning of the year	01/04/2017		2,995,910	41.69%	2,995,910	41.69%
	Changes during the year	21/04/2017	Transfer	150,000		3145910	43.77%
		09/02/2018	Transfer	(650,000)		2,495,910	42.10%
	At the end of the year	31/03/2018				2,495,910	42.10%
2	Prerna Jain
	At the beginning of the year	01/04/2017		1,763,504	24.54%	1,763,504	24.54%
	Changes during the year	21/04/2017		25,000		1,788,504	24.88%
		09/02/2018		(400,000)		1,388,504	23.42%
	At the end of the year	31/03/2018				1388504	23.42%
3	Hope Consultants Limited
	At the beginning of the year	01/04/2017		410,043	5.70%	410,043	5.70%
	Changes during the year
	At the end of the year	31/03/2018				410,043	6.92%
4	Aridhi Jain
	At the beginning of the year	01/04/2017		8,310	0.12%	8,310	0.12%
	Changes during the year
	At the end of the year	31/03/2018				8,310	0.14%
5	Vidha Jain
	At the beginning of the year	04/01/2017		24,510	0.34%	24,510	0.34%
	Changes during the year
	At the end of the year	31/03/2018				24,510	0.41%

(iv) Shareholding Pattern of top ten Shareholders

SN	For each of the Top 10 shareholders	Date	Reason	Shareholding at the beginning of the year (as on 1st April, 2017)		Cumulative Shareholding during the year (as on 31st March, 2018)
SN	For each of the Top 10 shareholders	Date	Reason	No. of Shares	% of total shares	No. of shares	% of total shares
1	Ajai Chowdhry
	At the beginning of the year	04/01/2017			0.00%		0.00%
	Changes during the year	04/08/2017	Transfer	248,600		248,600	3.46%
	At the end of the year	31/03/2018				248,600	4.19%
2	Anita Mohan
	At the beginning of the year	01/04/2017		204,184	2.84%	204,184	2.84%
	Changes during the year	10/11/2017	Transfer	-21,000		183,184	2.55%
		02/02/2018	Transfer	-2.500	(2500)	180.684	2.51%
	At the end of the year	31/03/2018				180,684	3.05%
3	Manish Jain
	At the beginning of the year	01/04/2017		337,754	4.70%	337,754	4..70%
	Changes during the year	04/08/2017	Transfer	(170,000)		167,754	2.33%
	At the end of the year	31/03/2018				167,754	2.83%

4	Gita Chowdhrv
	At the beginning of the year	01/04/2017		-	0.00%		0.00%
	Changes during the year	04/08/2017	Transfer	165,700		165,700	2.31%
	At the end of the year	31/03/2018		165,700		165,700	2.80%
5	Investor Education And
	Protection Fund Authority
	At the beginning of the year	01/04/2017			0.00%	-	0.00%
	Changes during the year	08/12/2017	Transfer	116,002		116,002	1.61%
		15/12/2017	Transfer	2		116,004	1.61%
	At the end of the year	31/03/2018				116,004	1.96%
6	Leena Agarwal
	At the beginning of the year	01/04/2017		14,490	0.20%	14,490	0.20%
	Changes during the year	04/04/2017	Transfer	25,000		39,490	0.55%
	At the end of the year	31/03/2018				39,490	0.66%
7	Sharad Jain
	At the beginning of the year	01/04/2017		77,935	1.08%	77,935	1.08%
	Changes during the year	28/07/2017	Transfer	(45,000)		32,935	0.46%
	At the end of the year	31/03/2018				32,935	0.56%
8	Pravin Agarwal
	At the beginning of the year	01/04/2017		172,584	2.40%	172,584	2.40%
	Changes during the year	04/08/2017	Transfer	(140,000)		32,584	0.45%
	At the end of the year	31/03/2018				32,584	0.55%
9	Renu Agrawala
	At the beginning of the year	01/04/2017		_	0.00%		0.00%
	Changes during the year	17/11/2017	Transfer	20,000	0.27%	20,000	0.28%
	At the end of the year	31/03/2018		20,000	0.34%	20,000	0.34%
10	Sunglow Capital
	Services Limited
	At the beginning of the year	01/04/2017		31,447	0.44%	31,447	0.44%
	Changes during the year	07/04/2017	Transfer	1,772		33,219	0.46%
		14/04/2017	Transfer	1,048		34,267	0.48%
		21/04/2017	Transfer	(28,939)		5,328	0.07%
		28/04/2017	Transfer	7,124		12,452	0.17%
		05/05/2017	Transfer	4,091		16,543	0.23%
		12/05/2017	Transfer	18,248		34,791	0.48%
		26/05/2017	Transfer	800		35,591	0.50%
		02/06/2017	Transfer	565		36,156	0.50%
		09/06/2017	Transfer	1,829		37,985	0.53%
		16/06/2017	Transfer	2,725		40,710	0.57%
		23/06/2017	Transfer	1,300		42,010	0.58%
		28/07/2017	Transfer	(1,099)		40,911	0.57%
		04/08/2017	Transfer	(13,000)		27,911	0.39%
		25/08/2017	Transfer	(200)		27,711	0.39%
		01/09/2017	Transfer	(700)		27,011	0.38%
		08/09/2017	Transfer	(130)		26,881	0.37%
		15/09/2017	Transfer	(650)		26,231	0.36%
		22/09/2017	Transfer	496		26,727	0.37%
		29/09/2017	Transfer	242		26,969	0.38%
		06/10/2017	Transfer	300		27,269	0.38%
		13/10/2017	Transfer	2,346		29,615	0.41%
		20/10/2017	Transfer	(1,653)		27,962	0.39%
		27/10/2017	Transfer	(1,396)		26,566	0.37%
		03/11/2017	Transfer	100		26,666	0.37%
		10/11/2017	Transfer	59		26,725	0.37%
		17/11/2017	Transfer	508		27,233	0.38%
		27/11/2017	Transfer	590		27,823	0.38%
		01/12/2017	Transfer	150		27,973	0.39%
		08/12/2017	Transfer	(8,490)		19,483	0.27%
		15/12/2017	Transfer	(1,500)		17,983	0.25%
		05/01/2018	Transfer	(1,000)		16,983	0.24%
		12/01/2018	Transfer	(1,020)		15,963	0.22%
		19/01/2018	Transfer	(2,470)		13,493	0.19%
		09/02/2018	Transfer	5,000		18,493	0.31%
		09/03/2018	Transfer	528		19,021	0.32%
		16/03/2018	Transfer	256		19,277	0.33%
	At the end of the year	31/03/2018				19,277	0.33%

(v) Shareholding of Directors and Key Managerial Personnel:

SN	Shareholding of each Directors and each Key Managerial Personnel	Date	Reason	Shareholding at the beginning of the year		Cumulative Shareholding during the year
SN		Date	Reason	No. of Shares	% of total shares	No. of shares	% of total shares
1	Rakesh K. Jain
	At the beginning of the year	01/04/2017		2,995,910	41.69%	2,995,910	41.69%
	Changes during the year	21/04/2017	Transfer	150,000	3,145,910	3145910	43.77%
		09/02/2018	Transfer	(650,000)		2,495,910	42.10%
	At the end of the year	31/03/2018				2,495,910	42.10%
2	Sarabjeet Kaur
	At the beginning of the year	01/04/2017			0.00%		0.00%
	Changes during the vear			_		_	0.00%
	At the end of the year	31/03/2018		_		_	0.00%
3	Baljit Singh Bedi
	At the beginning of the year	04/01/2017		600	0.01%	600	0.01%
	Changes during the year				-	-	0.00%
	At the end of the year	31/03/2018		600		600	0.01%
4	Gauri Shanker Pandey
	At the beginning of the year	01/04/2017			0.00%		0.00%
	Changes during the year						0.00%
	At the end of the year	31/03/2018					0.00%
5	Charanjeet Singh Bedi
	At the beginning of the year	01/04/2017		_	0.00%	_	0.00%
	Changes during the year			-		-	0.00%
	At the end of the year	31/03/2018		-		-	0.00%
6	Atul K. Jain
	At the beginning of the year	01/04/2017		10	0.00%	10	0.00%
	Changes during the year						0.00%
	At the end of the year	31/03/2018		10		10	0.00%
7	Arun K. Jain
	At the beginning of the year	01/04/2017		210	0.00%	210	0.00%
	Changes during the vear						0.00%
	At the end of the year	31/03/2018		210		210	0.00%
8	Richa Arora
	At the beginning of the year	01/04/2017		-	0.00%	-	0.00%
	Changes during the year			-		-	0.00%
	At the end of the year	31/03/2018		-		-	0.00%
9	Swarna Gowri S.#
	At the beginning of the year	01/04/2017			0.00%		0.00%
	Changes during the year						0.00%
	At the end of the year	31/03/2018					0.00%
10	Mayank Agarwal #
	At the beginning of the year	01/04/2017			0.00%		0.00%
	Changes during the year						0.00%
	At the end of the year	31/03/2018		-		-	0.00%
# Mr. Mayank Agarwal was appointed as the Chief Financial Officer w.e.f 21.10.2017 due to the resignation of Ms. Swarna Gowri S. on 21.10.2017.

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

3N.	Particulars of Remuneration	Name of MD/WTD/ Manager		Total Amount
	Name	Gauri Shanker Pandey	*Richa Arora	(Rs/Lac)
	Designation	Whole Time Directors	Whole-time Director
1	Gross salary	7.22	4.17	11.39
	(a) Salary as per provisions contained in section
	17 (1) of the Income-tax Act, 1961
	(b) Value of perquisites u/s
	17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section
	17(3) Income- tax Act, 1961
2	Stock Option
3	Sweat Equity
4	Commission
	- as % of profit
	- others, specify
5	Others, please specify (Conveyance Rembursement)
	Total (A)	7.22	4.17	11.39
	Ceiling as per the Act

*Ms.Richa Arora was appointed as Whole-time Director of the Company w.e.f 29.05.2017 B. Remuneration to other Directors

3N.	Particulars of Remuneration	Name of Directors			Total Amount (Rs/Lac)
1	Independent Directors	NIL	NIL	NIL	-
	Fee for attending board committee meetings	NIL	NIL	NIL
	Commission	NIL	NIL	NIL	-
	Others, please specify	NIL	NIL	NIL
	Total (1)	NIL	NIL	NIL	-
2	Other Non-Executive Directors	NIL	NIL	NIL
	Fee for attending board committee meetings	NIL	NIL	NIL	-
	Commission	NIL	NIL	NIL
	Others, please specify	NIL	NIL	NIL	-
	Total (2)	NIL	NIL	NIL
	Total (B)=(l 2)	NIL	NIL	NIL	-
	Total Managerial Remuneration	NIL	NIL	NIL
	Overall Ceiling as per the Act	NIL	NIL	NIL	-

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

3N.	Particulars of Remuneration	Name of Key Managerial Personnel		Total Amount
3N.	Particulars of Remuneration	Mayank Agarwal		(Rs/Lac)
	Designation	CFO (Chief Financial Officer)	CS (Company Secretary)
1	Gross salary	5.01		5.01
	(a) Salary as per provisions contained in section
	17(1) of the Income-tax Act, 1961	-	-	-
	(b) Value of perquisites u/s
	17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section
	17(3) Income- tax Act, 1961
2	Stock Option
3	Sweat Equity	-	-	-
4	Commission
	- as % of profit	-	-	-
	- others, specify
5	Others, please specify	-	-	-
	Total	5.01		5.01

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Deails)
A. COMPANY
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment
Compounding
B. DIRECTORS
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment
Compounding

Mar 31, 2017

Dear Members,

The Directors of your Company take pleasure in presenting this Twenty Third Annual Report along with the Audited Financial Statements for the financial year ended March 31^stâ 2017.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31^st, 2017 is summarized below:

(Rs. In Lakhs)

Particulars	2016-17	2015-16
Gross Income	560.00	479.89
Profit before Depreciation and Amortization Expenses, Finance Costs and Tax Expenses	495.08	403.14
Finance Costs	(0.01)	(0.06)
Depreciation & Amortization expenses	(3.42)	(4.11)
Profit before Tax	491.65	398.97
Current Tax	(88.92)	(71.02)
MAT Credit	46.85	29.34
Deferred Tax	0.39	(3.32)
Profit for the year	449.97	353.97
Add: Balance in Profit & Loss Account	1845.96	1606.89
Total	2295.93	1960.86
Less: Appropriation:
Transferred to RBI Reserve	89.99	70.79
Proposed Dividend on equity shares	35.93	35.93
Proposed Dividend Tax	7.52	7.52
Contingency Provision against Standard Assets	(1.26)	0.40
Short Provision of Income Tax made in the previous year	0.06	0.26
Closing Balance	2163.69	1845.96

REVIEW OF OPERATIONS

During the year under review, the Company had achieved a Gross Income of Rs. 560 Lakhs as against Rs 479.89 Lakhs in the previous year. The profit before tax stands at Rs.491.65 Lakhs as against Rs.398.97 Lakhs in the previous year.

The improvement in the profitability of the Company had been due to improvement in Indian Stock Market. During the year under review, NIFTY grew from 7713.05 as on 1^st April, 2016 to 9173.75 as on 31^st March, 2017. Due to this, the investment gave better returns, leading to improved performance of the Company.

STATE OF COMPANY AFFAIRS

FUTURE OUTLOOK

MATERIAL EVENTS OCCURING BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

Ms. Richa Arora (Company Secretary) has been appointed as an Additional Director and Whole Time Director of the Company w.e.f. 29.05.2017.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31^st March, 2017, as are applicable to it as a Non-Banking Financial Company.

DEPOSITS

The Company has not accepted any public deposits during the year, within the meaning of Section 72 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 and Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

There was no unclaimed deposit as on 31^st March, 2017.

RESERVE FUND

As per section 45IC of RBI Act 1934, the Company has transferred Rs.89.99 Lakhs in RBI reserve fund i.e. aggregating of 20% of its net profit.

DIVIDEND

Considering profits during the current year, the Board has recommended a final dividend @ 5 % (i.e. Rs. 0.5 per Equity Share) for the financial year ended 31st March, 2017.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001. The Listing Fees for the financial year under review has been paid by the Company.

SHARE CAPITAL

During the year under review, the Company has neither issued Shares with differential voting rights, nor granted stock option and Sweat Equity Shares.

DIRECTORS

The Details of Board Composition & its Meetings are given in the Corporate Governance Report.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rakesh k. Jain, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. The brief resume and other details as required under Listing (obligation and Disclosures Requirements) Regulations, 2015, are provided in the Explanatory Statement Annexed to Notice.

Further Company has Appointed Ms. Richa Arora, Company Secretary, as a Whole time Director of the Company for the Period of Five Years in its Meeting held on 29.05.2017 subject to approval of Members in the Ensuing Annual General Meeting.

KEY MANEGERIAL PERSONNEL

Presently, Ms. Swarna Gowri S, Chartered Accountant is the Chief Financial Officer of the Company. Ms. Bhawna Grover and Mr. Lav Agarwal were the Chief Financial Officers during the year and resigned from the said post w.e.f. 09^th May, 2016 & 1^st November, 2016 respectively.

DECLARATION FROM INDEPENDENT DIRECTORS

POLICY ON APPOINTMENT & REMUNERATION

In respect of Nomination and Remuneration of Directors, the Company has adopted the following policies:

a) Policy for selection of Directors and determining Director''s independence: and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The above mentioned policies of the Company are attached herewith marked as Annexure I and Annexure II.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of familiarization program are available on the website of the Company at the link http://fslmdia.com/pdf/FAMIT lARIZATION PROGRAMMES.pdf.

PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board & its Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The evaluation of all Directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board.

Your Directors makes the following statement in terms of Section 134(3) of

Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended March 31st, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 the Company as at March 31st, 2017 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ''going concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

g) The Company''s Internal Auditor have conducted periodic audit to provide reasonable assurance that the Company established policies and procedure have been followed.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE

Being a NBFI (Non-Banking Financial Institution), the Company is exempted under Section 186(11) of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy & Technology Absorption

Particulars under Companies (Accounts) Rules, 2014 on conservation of energy, Technology absorption are not applicable to your Company. Accordingly no disclosure has been made in this regard.

B) Foreign Exchange Earnings and Outgo

The company has neither earned nor spent any foreign exchange during the year under review.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related party(s) were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://fslindia.com/pdf/RPT.pdf

Particulars of contracts or arrangement with related parties during the year under review are provided in AOC-2 as Annexure III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy may be accessed on the Company''s website at the link: http://www.fslindia.com/pdf/csr%201.pdf

During the year, the Company has spent Rs. 9.60 Lakhs (2.003% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith as Annexure IV.

AUDITORS AND AUDITORS'' REPORT

i) Statutory Auditors:

J. Jain & Company a Statutory Auditor of the Company has expressed its inability to continue as Statutory Auditor. The Company received their resignation and their term of office will conclude w.e.f 8^th May, 2017

The Board of Directors places on record its appreciation for the services rendered by M/s J. Jain & Company as a Statutory Auditor of the Company.

Pursuant to section 139 of the Companies act, 2013, the Board of Directors of the Company has appointed M/s Walecha Inder & Associates, Chartered Accountants (FRN: 014205N) as a Statutory Auditor to fill the Casual vacancy and recommends the appointment of same to the shareholders for their approval on such remuneration plus service tax, out pocket expenses etc. as may be mutually agreed upon by Board of Directors and the Auditors.

Further the Board recommends the Appointment M/s Walecha Inder & Associates, Chartered Accountants (FRN: 014205N) as a Statutory Auditor for the period of Five Years Commencing from the Company''s Financial year 01st April, 2017 to hold the office from the conclusion of 23 ^rd Annual General meeting till the conclusion of 28^th Annual General Meeting to be held in 2022 Subject to the ratification of their appointment by the Members at every intervening Annual General Meeting.

The Report of the Auditor on the Financial Statements including relevant notes on the Accounts for the Financial Year ended March 31^st , 2017 are self-explanatory and therefore do not call for any further comments. During the year under review, auditor had not reported any matter under Section 143(12) Companies Act, 2013. Therefore no detail is required to be disclosed under section 134(3) of the Act, 2013.

ii) Secretarial Audit:

The Board has re-appointed M/s Jain Aarti & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

iii) Internal Auditor:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the Board has appointed VMG & Company, Chartered Accountants firm as Internal Auditor of the Company for the Financial Year 2017-18.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith in MGT-9 as Annexure VI to this Report.

INTERNAL FINANCIAL CONTROLS

VIGIL MECHANISM &WHISTLE BLOWER POLICY

The Company believes in conducting its affairs in fair & transparent manner by adopting highest standards of professionalism, honesty, integrity & ethical behavior. The Company is committed to develop a culture where it is safe for all employees to raise concern about any wrongful conduct. For this the Company has established a Vigil Mechanism for directors and employees to report genuine concerns.

As per the Company''s policy, any personnel can approach the Audit Committee. However no such instance has been reported during the year under review.

The Vigil Mechanism Policy may be accessed on the website of the Company at http://www.fslindia.com/pdf/FSL VIGIL%20MECHANISM%20AND%20whistle -blower-policy.pdf

SIGNIFICANT AND MATERIAL ORDERS

There are no orders passed by the any regulatory authorities or courts or tribunal which would impact the going concern status of the Company and its operation in future.

RISK MANAGEMENT

In the terms of RBI Guidelines for NBFI (Non Banking and Financial Institution), the Board of Directors has constituted a Risk Management Committee for

a. Evaluating the various risks impacting the Company; and

b. Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputation and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The risk management policy of the Company may be accessed on website of the Company under the http://www.fslindia.com/pdf/RISK%20MNGT.pdf link.

AUDIT COMMITTEE

The Audit Committee comprises of four members of which all members including Chairman of the committee are Independent Directors. During the year four meetings were convened and held. Details of the same are provided in Report on Corporate Governance.

CORPORATE GOVERNANCE

The Company has taken adequate steps to ensure compliances with the provision of corporate governance as prescribed under SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there under, the Company has implemented a policy on prevention, prohibition and redressal of Sexual harassment at workplace. All women, permanent, temporary or contractual including those of service provider are covered under this policy. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment . There were No Complaints received from any employee during the financial year 2016-17 and hence no complaint is outstanding as on 31.03.2017 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report comprising an overview of the financial results, operations/performances and future aspects form part of this annual report.

PARTICULARS OF EMPLOYEE

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive Directors	Ratio to median remuneration
No remuneration has been paid to Non-executive directors

Executive Directors	Ratio to median remuneration
Gauri Shanker Pandey	1.87

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the Financial Year:

Directors, Chief Executive Office, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Gauri Shanker Pandey (Whole Time Director)	NIL*
Richa Arora ( Company Secretary)	NIL*
Swarna Gowri S. ( Chief Financial Officer)	NA**

* There was no increase in the salary.

** Not Applicable, as this being the first year of payment of salary to

Ms. Swarna Gowri S.

c. The percentage increase in the median remuneration of employees in the financial year :11.70%

d. The number of permanent employees on the rolls of Company: 6 (as on 31^st March, 2017.)

e. The explanation on the relationship between average increase in remuneration and Company performance: Increment is given keeping in mind the performance of employees, performance of company, general inflation etc.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel	15.51
(KMP) in FY 2016-17 (Rs. In Lakhs)
Revenue (Rs. Lakhs)	560
Remuneration of KMPs (as % of revenue)	2.77%
Profit before Tax (PBT) (Rs. Lakhs)	491.65
Remuneration of KMP (as % of PBT)	3.15%

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2017 (A)	March 31, 2016 (B)	Change (A-B)
Market Capitalizations (Rs. Lakhs)	2774.06	1851	923.06
Price Earnings Ratio (No. of Times )	6.54	5.22	1.32

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The percentage increase in the median remuneration of employees in the financial year is 11.70% whereas increase in the managerial remuneration for the year was 3.46%

i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

	Whole Time Director	Company Secretary	Chief Financial Officer
Remuneration in FY16-17 (Rs. In Lakhs)	7.08	3.11	4.95
Revenue ( Rs. In Lakhs)	560
Remuneration as % of Revenue	1.26	0.55	0.88
Profit before Tax (PBT) (Rs. in Lakhs)	491.65
Remuneration (as % of PBT)	1.44	0.63	1.01

j. The key parameters for any variable component of remuneration availed by the directors: NIL

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

l. Affirmation that the remuneration is as per the remuneration policy of the Company: the Company hereby affirms that remuneration is paid as per the remuneration policy of the Company.

m. No information as required under Section 197(12) of the Act read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been furnished, as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

ACKNOWLEDGEMENT

We also acknowledge the sincere and dedicated efforts put in by the employees of the Company at all levels.

For On behalf of the Board of Directors

For Frontline Securities Limited

Place: Noida Rakesh K. Jain

Date: 29.05.2017 Chairman

DIN : 00050524

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting their Twenty-first Annual Report along with the audited financial statements for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2015 is summarized below:

(In Lacs)

Particulars 2014-2015 2013-2014

Gross Income 658.08 553.64

Profit before Depreciation and Amortization Expenses, 572.61 473.59

Finance Costs and Tax Expenses

Finance Costs (0.13) (0.05)

Depreciation & Amortization expenses (3.73) (3.91)

Profit before Tax 568.75 469.63

Current Tax (104.21) (137.96)

MAT Credit 5.56 -

Deferred Tax 7.21 2.08

Profit for the year 477.31 333.75

Add: Balance in Profit & Loss Account 1314.76 1884.74

Total 1792.07 2218.49

Less: Appropriation:

Impact of Deprecation 3.74 -

Transferred to RBI Reserve 95.46 66.75

Proposed Dividend on equity shares 71.87 71.87

Proposed Dividend Tax 14.37 12.21

Contingency Provision against Standard Assets 0.10 (1.34)

Amount used for Buy Back - 753.43

Short Provision of Income Tax made in the previous year (.36) 0.81

Closing Balance 1606.89 1314.76

PERFORMANCE OF THE COMPANY

During the year under review, the Company has earned Profit before Tax of Rs. 568.75 Lacs as against previous year Rs. 469.63 Lacs. The Company''s Profit after tax for the current year is Rs. 477.31 Lacs as against previous year of Rs. 333.75 Lacs.

The major business segments of the Company included Commission and Brokerage ,Income received for providing services to its clients in respect of wealth management, Mutual Fund Distribution, Corporate Advisory. The Company''s affairs were smoothly managed by the Board of Directors of the Company

FUTURE OUTLOOK

The year under review has seen improved market environment due to formation of new Government with majority. However, during the year under review, the company could not add to its mutual fund distribution business due to restrictive instruction of Reserve Bank of India. This will lead to de-growth of fee based business. However, considering improved market conditions, the company anticipates to cover up the gap by investment activities (barring unforeseen circumstances).

DIVIDEND

As in the previous year, this year also the Directors have recommended dividend @ 10% (i.e. Re. 1 per equity share) for the financial year ended March 31, 2015.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rakesh K. Jain, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Mr. Avinash Chandra resigned from the post of Company Secretary, w.e.f April 13, 2015 and on the said date Mrs. Ekta Karwa was appointed as Company Secretary who due to personal reasons continued in office only till July 29, 2015.

The Company has now appointed Mr. Yatandra Singh Pal as Company Secretary w.e.f. July 29, 2015.

The Board of the Company is structured in accordance with the requirements of Companies Act, 2013 and the Listing Agreement. There is adequate number of Independent Directors on the Board of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has put in place a familiarization program for the Independent Directors, their roles, rights, responsibilities in the Company and related matters.

Details of familiarization program are available on the website of the Company at the link http://fslindia.com/pdf/FAMILIARIZATION PROGRAMMES.pdf.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

In respect of nomination and remuneration of Directors the Company has adopted the following policies:

a) Policy for selection of Directors and determining Directors independence: and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

The above mentioned policies of the Company are attached herewith marked as Annexure I and Annexure II

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a Âgoing concern'' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: http://fslindia.com/pdf/RPT.pdf

Particulars of contracts or arrangement with related parties during the year under review is provided in AOC-2 as Annexure III

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s), a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee. The Committee comprises of 2 Independent Directors namely Mr. Atul K. Jain and Mr. Arun K. Jain and 1 Whole Time Director namely Mr. Gauri Shanker Pandey.

The Corporate Social Responsibility (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.fslindia.com/pdf/csr%201.pdf

During the year, the Company has spent Rs. 9.25 Lac (approx 2.02% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith marked as Annexure IV.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C. S. Bedi, Mr. Atul K. Jain and Mr. Arun K. Jain. The Committee oversees the Company''s financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS AND AUDITORS REPORT

i) Statutory Auditors :

M/s J. Jain & Company, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the Annual General Meeting to be held in the year 2017 (subject to ratification of their appointment at every Annual General Meeting) and are eligible for re-appointment at the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re- appointment.

The notes on financial statement referred to in the Auditors'' report are self-explanatory and do not call for any further comments. The auditors'' report does not contain any qualification, reservation or adverse remark.

ii. Secretarial Audit:

The Board has appointed Prashant Gupta and Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. This includes a Whistle Blower policy in terms of the Listing Agreement and intends to develop a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct.

The Vigil Mechanism Policy may be accessed on the website of the Company at http://www.fslindia.com/pdf/FSL_VIGIL%20MECHANISM%20AND%20whistle- blower-policy.pdf

RISK MANAGEMENT

The Board of Directors has constituted a Risk Management Committee

b. For evaluating the various risks impacting the Company; and

c. Overseeing that all the risks that organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputation and other risk have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The risk management policy of the Company may be accessed on website of the Company under the http://www.fslindia.com/pdf/RISK%20MNGT.pdf link.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. Details of the same are provided in the report on Corporate Governance.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE

The Company has not made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

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

Particulars under Companies (Accounts) Rules, 2014 on conservation of energy, Technology absorption are not applicable to your Company.

Accordingly no disclosure has been made in this regard.

Foreign Exchange Earnings : Nil (Previous year: Nil)

Foreign Exchange Outgo : Nil (Previous year: Nil)

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith in MGT-9 as Annexure VI to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors Ratio to median remuneration

No remuneration has been paid to Non-executive directors

Executive directors

Gauri Shanker Pandey 1.80

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief % increase in Financial Officer and remuneration in the Company Secretary financial year

Gauri Shanker pandey (Whole Time Director) NIL*

Avinash Chandra ( Company Secretary) 4.37

Bhawna Grover ( Chief Financial Officer) NIL**

* There was no increase in the salary.

** Since no salary was paid in previous year so the same is not comparable.

c. The percentage increase in the median remuneration of employees in the financial year: 13.16%

d. The average number of permanent employees on the rolls of Company: 4

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 10% in India. The individual increments varied from 6 % to 14%, based on individual performance and overall performance of the Company.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial 12. 78 personnel (KMP) in FY 2015 (Rs. Lakhs)

Revenue (Rs. Lakhs) 658.09

Remuneration of KMPs (as % of revenue) 1.94

Profit before Tax (PBT) (Rs. Lakhs) 568.76

Remuneration of KMP (as % of PBT) 2.25

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, March % Change 2015 31, 2014

Market Capitalizations (Rs. 4025 2893 39.13 Lakhs)

Price Earnings Ratio 8.43 11.18 (24.60)

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 10 % in India.

During the course of the year, increase in salaries to employees was approximately 14 %, after accounting for promotions and other event based compensation revisions.

Increase in the managerial remuneration for the year was 4.37%.

i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Gauri Avinash Bhawna Shanker Chandra Grover Pandey (Company (Chief (Whole Time Secretary) Financial Director) Officer)

Remuneration in FY15 6.01 3.13 3.65 (Rs. Lakhs)

Revenue Rs. Lakhs) 658.09

Remuneration as % of 0.91 0.48 0.55

Revenue

Profit before Tax (PBT) 568.76 (Rs. Lakhs)

Remuneration 1.06 0.55 0.64 (as % of PBT)

j. The key parameters for any variable component of remuneration availed by the directors: NIL

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

l. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

m. no information as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31 March, 2015, as are applicable to it as a Non-Banking Financial Company.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support.

On behalf of the Board of Directors For FRONTLINE SECURITIES LIMITED

Place: Noida Rakesh K. Jain

Date : 29/07/2015 Chairman

DIN:00050524

Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting their Twentieth Annual Report along with the audited financial statements for the financial year ended March 31,2014.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2014 is summarized below:

(Rs. in Lakhs) Particulars 2013-2014 2012-2013

Profit before Depreciation and Amortization

Expenses, Finance Costs and Tax Expenses 473.59 534.15

Less: Finance Costs 0.05 0.06

Depreciation & amortization expenses 3.91 3.90

Profit before tax 469.63 530.19

Less: Current Tax 137.96 153.53

Deferred Tax (2.08) (2.23)

MAT Credit - -

Profit for the year 333.75 378.89

Add: Balance in Profit & Loss Account 1884.74 1666.21

Total 2218.49 2045.10

Less: Appropriation:

Transferred to RBI Reserve 66.75 75.78

Proposed Dividend on equity shares 71.87 71.29

Proposed Dividend Tax 12.21 12.11

Contingency Provision against Standard Assets (134) (117)

Amount used for buy back 753.43 -

Short Provision of Income

Tax made in the previous year 0.81 2.35

Closing Balance 1314.76 1884.74

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs. 469.63 lakhs and Profit after Tax of Rs. 333.75 lakhs.

FUTURE OUTLOOK

The year under review has seen volatile market environment due to global factors and election environment in the Country. The Company has been following conservative investment policy and there has been consistent stress on fee based financial services business. Due to this, the Company could maintain its performance. Considering the national election outcome which has provided majority to a single party, which in turn is expected to provide stable Government for next 5 years, the market environment for the current year looks positive. The stress is now more on financial activities instead of fee based business. Barring unforeseen circumstances, the Company expects to improve its performance in the coming years.

DIVIDEND

The Directors have recommended dividend @ 10% (i.e. Re. 1 per equity share) for the financial year ended March 31,2014 as against 7.5% (i.e. Re. 0.75 per equity shares) in the previous year.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

DELISTING OF EQUITY SHARES FROM DELHI STOCK EXCHANGE LIMITED

Since there has been no trading in the company''s equity shares on Delhi Stock Exchange from 2002 (last trading date being March 8, 2002), the Company in its Board Meeting dated 14th March, 2014 passed a resolution for Voluntary Delisting with Delhi Stock Exchange. As the maximum trading of company''s equity shares has been in demat form and Bombay Stock Exchange has trading terminals in various cities affording to the investors convenient access to trade and deal in the company''s equity shares across the country, it has proceeded with the Delisting of the equity shares of the Company from Delhi Stock Exchange. Accordingly,

vide a letter dated 26th April, 2014, Delhi Stock Exchange has confirmed the Delisting of company''s shares from Delhi Stock Exchange.

DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Arun K. Jain, Mr. Atul K. Jain, Dr. Charanjeet Singh Bedi and Mr. Baljit Singh Bedi as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mrs. Sarabjeet Kaur, Director, retires by rotation and being eligible has offered herself for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for the year under review.

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

4. the Directors have prepared the accounts for the financial year ended March 31,2014 on a going concern basis.

BUY BACK OF SHARES

During the year 2013-14, the Company bought back its shares from the existing shareholders through Tender Route. The Company had bought back 23,18,261 equity shares of Rs. 10/- each at a price of Rs. 32.50 aggregating to Rs. 753.43 lakhs (Rupees Seven Crore Fifty Three Lakhs and Forty Three Thousand Only). Pursuant to the said buy back, the paid up share capital of the Company stands reduced from Rs. 950,49,500 divided into 95,04,950 Equity Shares of Rs. 10/- each to Rs. 718,66,890 divided into 71,86,689 Equity Shares of Rs. 10/- each. The Company completed the Buy back on 7th February, 2014 and informed all the Regulatory Bodies as per regulations.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s), a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor''s certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C.

S. Bedi, Mr. Atul K. Jain and Mr. Arun K. Jain. The Committee oversees the Company''s financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re- appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. J. Jain & Company as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the twenty-third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

AUDITOR''S REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31st March, 2014, as are applicable to it as a Non-Banking Financial Company.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support.

On behalf of the Board of Directors For FRONTLINE SECURITIES LIMITED

Place : Noida Rakesh K. Jain Date : May 30, 2014 Chairman

Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting their Nineteenth Annual Report and Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31, 2013 is summarized below:

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

Proft before Depreciation and Amortization 535.54 413.77

Expenses, Finance Costs and Tax Expenses

Less: Finance Costs 0.06 0.09

Depreciation & amortization expenses 3.90 4.08

Proft before tax 531.58 409.60

Less: Current Tax 153.53 98.11

Deferred Tax (2.23) (9.93)

MAT Credit

STT Charges 1.39 2.45

Proft for the year 378.89 318.97

Add: Balance in Proft & Loss Account 1666.21 1498.94

2045.10 1817.90

Less: Appropriation:

Transferred to RBI Reserve 75.78 63.79

Proposed Dividend on Equity Shares 71.29 71.29

Proposed Dividend Tax 12.11 11.56

Contingency Provision against Standard Assets (1.17) 1.01

Excess MAT credit of earlier 4.04 year written off in current year

Short Provision of Income Tax made 2.35 in the previous year

Closing Balance 1884.74 1666.21

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Proft before Tax of Rs. 531.58 lakhs and Proft after Tax of Rs. 378.89 lakhs.

FUTURE OUTLOOK

The year under review has seen volatile market environment mainly due to global factors. The Company had been following conservative investment policy and consistent stress on fee based fnancial services business, due to this, the Company could maintain its performance. Considering the global factors and also the fact that the current year will see election uncertainties, the market environment for the current year looks volatile. Barring unforeseen circumstances, the Company expects to maintain its performance in line with the past.

DIVIDEND

The Directors have recommended dividend @ 7.5% (i.e. Rs. 0.75 per equity share) for the fnancial year ended March 31, 2013.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the following Stock Exchanges:

i. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001;

ii. The Delhi Stock Exchange Limited, DSE House, 3/1 Asaf Ali Road, New Delhi- 110002.

DIRECTORS

In terms of Article 97, Dr. C. S. Bedi and Mr. Baljit Singh Bedi, Directors retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in their specifc functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

Mrs. Sarabjeet Kaur resigned from the post of Whole Time Director w.e.f 16th March, 2013. However she will continue to act as Director on the Board of the Company. The Board expressed its sincere appreciation for the contribution made by Mrs. Sarabjeet Kaur during her tenure as Whole Time Director.

Mr. Gauri Shanker Pandey was appointed as Whole Time Director w.e.f 16th March, 2013 in compliance with Listing Agreements, Companies Act, 1956 and other applicable laws.

COMPANY SECRETARY

Mrs. Sarabjeet Kaur resigned from the post of Company Secretary w.e.f. 16th March, 2013.

Mr. Avinash Chandra, an Associate Member of the Institute of Company Secretaries of India has been appointed as Company Secretary w.e.f. 16th March, 2013 in compliance with Listing Agreements, Companies Act, 1956 and other applicable laws.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confrm that:

1. in the preparation of the annual accounts for the fnancial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fnancial year and of the proft of the Company for the year under review.

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

4. the Directors have prepared the accounts for the fnancial year ended March 31, 2013 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s), a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor''s certifcate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Company''s fnancial reporting process and disclosure of its fnancial information, reviews the quarterly / half yearly / annual fnancial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confrmed their eligibility and willingness to accept the offce of the Auditors, if re-appointed.

M/s. J. Jain & Company has been duly subjected to Peer Review by the Institute of Chartered Accountants of India.

AUDITOR''S REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

RBI GUIDELINES

The Company has complied with the Regulations of the Reserve Bank of India as on 31st March, 2013, as are applicable to it as a Non-Banking Financial Company.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support. By order of the Board

For FRONTLINE SECURITIES LIMITED

Place : Noida Rakesh K. Jain

Date : May 30, 2013 Chairman

Mar 31, 2012

The Directors take pleasure in presenting their Eighteenth Annual Report and Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

The financial performance of the Company, for the year ended March 31,2012 is summarized below:

(Rs. in Lakhs) 2011-2012 2010-2011

Profit before Depreciation and Amortization 413.77 436.45 Expenses, Finance Costs and Tax Expenses

Less: Finance Costs 0.09 0.19

Depreciation & amortization expenses 4.08 3.78

Profit before tax 409.60 432.47

Less: Current Tax 98.11 82.64

Deferred Tax (9.93) (4.08)

MAT Credit - (6.31)

STT Charges 2.45 3.29

Profit for the year 318.97 356.94

Add: Balance in Profit & Loss Account 1498.94 1300.40

1817.90 1657.34

Less: Appropriation:

Transferred to RBI Reserve 63.79 70.90

Proposed Dividend 71.29 71.29

Proposed Dividend Tax 11.56 11.84

Contingency Provision against Standard Assets 1.01 2.45

Excess MAT credit of earlier 4.04 1.93 year written off in current year

Closing Balance 1666.21 1498.94

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs. 409.60 lakhs and Profit after Tax of Rs. 318.97 lakhs.

FUTURE OUTLOOK

The year under review has seen depressed market environment mainly due to global factors. The company had been following conservative investment policy and consistent stress on fee based financial services business. Due to this, the company could maintain its performance. The market environment for the current year looks depressed but barring unforseen circumstances, the company expects to maintain its performance in line with the past.

DIVIDEND

The Directors have recommended dividend @ 7.5% (i.e. Rs. 0.75 per equity share) for the financial year ended March 31, 2012.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the following Stock Exchanges:

i. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001;

ii. The Delhi Stock Exchange Limited, DSE House, 3/1 Asaf Ali Road, New Delhi- 110002.

DIRECTORS

In terms of Article 97, Mr. Rakesh K. Jain and Mr. Atul K. Jain, Directors retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in their specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

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

4. the Directors have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Stock Exchange(s), a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor''s certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Company''s financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

M/s. J. Jain & Company has been duly subjected to Peer Review by the Institute of Chartered Accountants of India.

AUDITOR''S REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and amendments thereto has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support.

On behalf of the Board of Directors

for FRONTLINE SECURITIES LIMITED

Place : Noida Rakesh K. Jain

Date : May 30, 2012 Chairman

Mar 31, 2011

To the Members,

The Directors take pleasure in presenting their Seventeenth Annual Report and Audited Accounts for the year ended March 31,2011. Briefly stated the financial results of operations for the year ended March 31, 2011 are: -

FINANCIAL RESULTS

(Rs. In Lakhs)

Finances: 2010-2011 2009-2010

Gross Income 487.97 533.09

Profit before Depreciation & Taxation 436.26 454.42

Add:

Excess depreciation charged in previous year - 2.10

Less:

a) Depreciation for the year (3.78) (3.90)

b) Provision for Tax

- Current Income Tax (82.64) (74.03)

- Deferred Income Tax 4.08 (28.39)

- STT Charges (3.29) (1.77)

Add:

a) Mat Credit C/f 6.31 8.21

Profit for the year after tax 356.94 356.64

Provision for contingences against standard (2.45) - assets

Amount Transferred to RBI Reserve Fund (70.90) (71.33)

Profit after transfer to RBI Reserve Fund 283.59 285.31

Balance brought forward 1300.40 1071.60

Provision for Income Tax for earlier years (1.93) (0.91)

Profit available for appropriation 1582.06 1356.00

Proposed Dividend (71.29) (47.52)

Corporate Dividend Tax (11.84) (8.08)

Balance profit carried over to the Balance Sheet 1498.94 1300.40

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs. 432.47 lakhs and Profit after Tax of Rs. 356.94 lakhs.

FUTURE OUTLOOK

The year under review has seen mixed trends. The first three quarters of the year had been positive for the stock markets on good economic fundamentals of India and inflow of foreign institutional money in the stock market. However, the last quarter of the year has seen an outflow of money from Flls'', which lead to decline in the stock market. However, because of the conservative investment policy and consistence stress on fee based business of wealth management and distribution of mutual funds, the Company retained its performance in the year as a whole in line with last year. Barring unforeseen circumstances, the future outlook looks better for the Company.

DIVIDEND

The Directors have recommended dividend @ 7.5% (i.e. Rs. 0.75 per equity share) for the financial year ended March 31, 2011.

LISTING OF EQUITY SHARES

The equity shares of the Company are listed and are being traded on the Bombay Stock Exchange w.e.f. July 8, 2010. At present the Company''s equity shares are listed on the following Stock Exchanges:

i. Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai-400 001;

ii. The Delhi Stock Exchange Limited, DSE House, 3/1 Asaf Ali Road, New Delhi-110002.

DIRECTORS

In terms of Article 97, Dr. C.S. Bedi and Mr. Arun K. Jain, Directors retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in their specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

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

4. the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Delhi Stock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor''s certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of four Directors, namely, Mr. Baljit Singh Bedi, Dr. C. S. Bedi, Mr. Atul K. Jain and Mr. Arun K. Jain. The Committee oversees the Company''s financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

M/s J. Jain & Company has been duly subjected to Peer Review by the Institute of Chartered Accountants of India.

AUDITOR''S REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies.(Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo : Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company''s esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Bombay Stock Exchange Limited, Delhi Stock Exchange Association Limited, Reserve Bank of India and other Government Departments for their valuable contribution and support.

On behalf of the Board of Directors For FRONTLINE SECURITIES LIMITED

Rakesh K. Jain Chairman

Place: Noida Date : May 28, 2011

Mar 31, 2010

The Directors take pleasure in presenting their Sixteenth Annual Report and Audited Accounts for the year ended March 31, 2010. Briefly stated the financial results of operations for the year ended March 31, 2010 are: -

FINANCIAL RESULTS

(Rs. In Lakhs)

Finances: 2009-2010 2008-2009

Gross Income 533.09 176,24

Profit before Depreciation & Taxation 454.42 117.65

Excess depreciation charged in previous year 2.10 -

Less:

a) Depreciation for the year (3.90) (3.95)

b) Provision for Tax

- Current Income Tax (74.03) (24.52) - Fringe Benefit Tax - (0.42)

- Deferred Income Tax (28.39) 24.12

- STT Charges (1.77) (0.88)

Add :

a) Mat Credit C/f 8.21 -

Profit for the year after tax 356.64 112.00

Amount Transferred to RBI Reserve Fund (71.33) (22.40)

Profit after transfer to RBI Reserve Fund 285.31 89.60

Balance brought forward 1071.60 1009.48

Provision for Income Tax for earlier years (0.91) (1.03)

Provision for Gratuity written back - 1.35

Profit available for appropriation 1356.00 1099.40

Proposed Dividend (47.52) (23.76) Corporate Dividend Tax (8.08) (4.04)

Balance profit carried over to the Balance Sheet 1300.40 1071.60

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs.450.51 " lakhs and Profit after Tax of Rs. 356.64 lakhs.

LISTING ON BOMBAY STOCK EXCHANGE

The Company has taken steps to get your shares listed at Bombay Stock Exchange and expect that the requisite approvals from Bombay Stock Exchange shall come soon. This will provide you trading platform on Bombay Stock Exchange.

DIVIDEND

Your directors have recommended dividend @ 5% (i.e. Rs. 0.50 per equity share on 95,04,950 Equity Shares of Rs 10/- each) for the financial year ended March 31, 2010. Dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid -

i) In respect of shares held in electronic form, on the basis of beneficial ownership, at the close of business hours on Tuesday, September 14, 2010, as per the details furnished by the National Stock Exchange Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

ii) To those members, holding shares in physical form, whose names appear in the register of members of the Company, at the close of business hours on Monday, September 20, 2010 after giving effect to all valid transfers in physical form lodged with the Company before Tuesday, September 14, 2010.

FUTURE OUTLOOK

The year under review has seen growth in domestic as well as global markets. This has benefited the company both in investment activities, as well as in wealth management. However, in the last couple of months, we are witnessing turmoil in Europe which is impacting the global and also the market of India. Your company is adopting conservative investment policy besides stressing more on fee based business of wealth management and distribution of mutual funds. The company is in the process of strengthening its team for Mergers & Acquisitions. Barring unforeseen circumstances, the future outlook for the Company looks better.

DIRECTORS

In terms of Article 97, Mr. Baljit Singh Bedi, Director retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting. Brief resume of the Director proposed to be reappointed, nature of his expertise in his specific functional areas, names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

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

4. the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Delhi Stock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

During the year Mr. Baljit Singh Bedi, Director has been inducted in the Audit Committee. At present besides, Mr. Baljit Singh Bedi there are three other members in the Audit Committee, namely Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITORS REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

The Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Companys esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Delhi Stock Exchange Association Ltd., Reserve Bank of India and other Government Departments for their valuable contribution and support.

For and on Behalf of the Board

Place: Noida Rakesh K. Jain

Date: May 29, 2010 Chairman

Mar 31, 2009

The Directors take pleasure in presenting their Fifteenth Annual Report and Audited Accounts for the year ended March 31, 2009. Briefly stated the financial results of operations for the year ended March 31,2009 are: -

FINANCIAL RESULTS

(Rs. In Lakhs)

Finances: 2008-2009 2007-2008

Gross Income 176.24 340.17

Profit before Depreciation & Taxation 117.65 295.40

Less:

a) Depreciation (3.95) (4.76)

b) Provision for Tax

- Current Income Tax (24.52) (30.84)

- Fringe Benefit Tax (0.42) (0.51)

- Deferred Income Tax 24.12 7.22

- STT Charges(0.88) - (2.76)

Profit for the year after tax 112.00 263.75

Amount Transferred to RBI Reserve Fund (22.40) (52.75)

Profit after transfer to RBI Reserve Fund 89.60 211.00

Balance brought forward 1009.48 826.62

Provision for Income Tax for earlier years(1.03) (0.34)

Provision for Gratuity written back 1.35 -

Profit available for appropriation 1099.40 1037.28

Proposed Dividend (23.76) (23.76)

Corporate Dividend Tax (4.04) (4.04)

Balance profit carried over to the Balance Sheet 1071.60 1009.48

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Profit before Tax of Rs. 113.70 lakhs and Profit after Tax of Rs. 112.00 lakhs.

DIVIDEND

Your directors have recommended dividend @ 2.50% (i.e. Rs. 0.25 per equity share on 95,04,950 Equity Shares of Rs 10/- each) for the financial year ended March 31,2009. Dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid -

i) In respect of shares held in electronic form, on the basis of beneficial ownership, at the

close of business hours on Thursday, August 27, 2009, as per the details furnished by the National Stock Exchange Depositoiy Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

ii) To those members, holding shares in physical form, whose names appear in the register

of members of the Company, at the close of business hours on Thursday, September 3, 2009 after giving effect to all valid transfers in physical form lodged with the Company before Thursday, August 27,2009.

FUTURE OUTLOOK

The year under review has witnessed global financial turmoil and our Company, being engaged in investment activities/ wealth management, got heavily impacted. However the worst seems to be over and the Indian economy is looking up. The future outlook for the company looks better.

DIRECTORS

Mrs. Prerna Jain resigned from the Directorship of the Company on March 10, 2009. The Directors place on record their warm appreciation for the valuable contribution made by Mrs. Prerna Jain.

In terms of Article 97, Mr. Rakesh K. Jain and Mr. Atul K. Jain, Directors retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in their specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2009, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

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

4. the Directors have prepared the accounts for the financial year ended March 31,2009 on a going concern basis.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Delhi Sock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises of three Directors namely Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITORS REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Nil (Previous year: Nil)

Foreign Exchange Outgo: Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Companys esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Delhi Stock Exchange Association Ltd., Reserve Bank of India and other Government Departments for their valuable contribution and support.

For and on Behalf of the Board

Place: New Delhi Rakesh K. Jain Date : June 30, 2009 Chairman

Mar 31, 2008

The Directors take pleasure in presenting their Fourteenth Annual Report and Audited Accounts for the year ended March 31, 2008. Briefly stated the financial results of operations for the year ended March 31, 2008 are: -

FINANCIAL RESULTS

(Rs. In Lakhs) Finances: 2007-2008 2006-2007

Gross Income 340.17 317.76

Profit before Depreciation & Taxation 295.40 278.44

Less:

a) Depreciation (4.76) (5.68)

b) Provision for Tax

-Current Income Tax (30.84) (38.34)

- Fringe Benefit Tax (0.51) (0.39)

- Deferred Income Tax 7.22 (0.12)

- STT Charges (2.76) (3.12)

Net Profit After Tax 263.75 230.79

Amount Transferred to RBI Reserve Fund (52.75) (46.16)

Provision for Income Tax for earlier years (0.34) (0.56)

Profit available for appropriation 210.66 184.07

Proposed Dividend (23.76) (23.76)

Corporate Dividend Tax (4.04) (4.04)

Profit for the year after appropriation 182.86 156.27

Profit of earlier years brought forward 826.62 670.35

Balance profit carried over to the Balance Sheet 1009.48 826.62

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Net Profit before Tax of Rs.290.65 lakhs and Net Profit after Tax of Rs. 263.75 lakhs.

DIVIDEND

Your directors have recommended dividend @ 2.50% (i.e. Re 0.25 per equity share on 95,04,950 Equity Shares of Rs 10/- each) for the financial year ended March 31,2008. Dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid -

i) In respect of shares held in electronic form, on the basis of beneficial ownership, at the close of business hours on Thursday, September 04, 2008, as per the details furnished by the National Stock Exchange Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

ii) To those members, holding shares in physical form, whose names appear in the register of members of the Company, at the close of business hours on Thursday, September 11, 2008 after giving effect to all valid transfers in physical form lodged with the Company before Thursday, September 04,2008.

FUTURE OUTLOOK

The current calendar year beginning January 2008 is witnessing increase in oil prices, rise in inflation rate and outflow movement of foreign investors leading to a sharp fall in the capital market. Our Company, being engaged in investment activities/ wealth management is automatically getting affected. However the management has taken reasonable precautions in its investment strategies to mitigate such affects to the minimum possible level. Besides, it is expected that increase in fee based business will reduce the rigor of the fall in the capital market for your Company. The management is of the view that in the long run the India story remains intact and the company will continue to perform well.

DIRECTORS

Appointment of Director

The Board of Directors has in their meeting held on June 23, 2008 appointed Mr. Baljit Singh Bedi as Additional Director. The term of his office expires at the ensuing Annual General Meeting. The Board recommends the appointment of Mr. Baljit Singh Bedi as Director of the Company.

Re-appointment of Directors Retiring by Rotation

In terms of Article 97, Mr. Arun Jain and Dr. C.S. Bedi, Directors retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting. Brief resume of the Directors proposed to be reappointed, nature of their expertise in their specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se, as stipulated under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance.

Re-appointment of Whole Time Director

The Board of Directors in their Board Meeting held on December 14, 2007 subject to the approval of members re-appointed Ms. Sarabjeet Kaur as Whole- Time Director for a period of

5(five) years. In the Notice accompany this report; the Board of Directors seeks the approval of the members.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2008, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

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

4. the Directors have prepared the accounts for the financial year ended March 31, 2008 on a gbing concern basis.

SUBSIDIARY COMPANY

The Company had a wholly owned subsidiary viz., FSL Software Technologies Limited. During the year under review, FSL Software Technologies Limited made further allotment of shares in view of which the relationship of holding and subsidiary came to an end. Henceforth both Frontline Securities Limited and FSL Software Technologies Limited would exist as independent Companies in the FSL Group.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standards AS-23 on Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

In view of severance of relationship with the subsidiary company during the year under review, the Consolidated Audited results for the year ended March 31,2008 include 100% operations of the erstwhile subsidiary viz., M/s FSL Software Technologies Limited till the date of severance of relationship and 45.73% operations of M/s FSL Software Technologies Limited (being the balance shareholding in the Company) after the date till March 31, 2008.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Delhi Sock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises of three Directors namely Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITORS REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings Nil (Previous year: Nil)

Foreign Exchange Outgo Nif(Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Companys esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Delhi Stock Exchange Association Ltd., Reserve Bank of India and other Government Departments for their valuable contribution and support.

For and on Behalf of the Board

Place: New Delhi Rakesh K. Jain Date : 26th July 2008 Chairman

Mar 31, 2007

The Directors take pleasure in presenting their Thirteenth Annual Report and Audited Accounts for the year ended March 31,2007. Briefly stated the financial results of operations for the year ended March 31,2007 are :-

FINANCIAL RESULTS (Rs. in Lakhs) Finances: 2006-2007 2005-2006

Gross Income 317.76 407.39

Profit before Depreciation & Taxation 278.44 355.43

Less: a) Depreciation (5.68) (4.72)

b) Provision for Tax

Current Income Tax (38.34) (42.70)

Fringe Benefit Tax (0.39) (0.29)

Deferred Income Tax (0.12) 0.79

STT Charges (3.12) (3.63)

Net Profit After Tax 230.79 304.89

Amount Transferred to RBI Reserve Fund (46.16) (60.98)

Provision for Income Tax for earlier years (0.56) -

Profit available for appropriation 184.07 243.91

Proposed Dividend (23.76) (23.76)

Corporate Dividend Tax (4.04) (3.33)

Profit for the year after appropriation 156.27 216.82

Profit of earlier years brought forward 670.35 453.54

Balance profit carried over to the Balance Sheet 826.62 670.36

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned Net Profit before Tax of Rs. 272.77 lakhs and Net Profit after Tax of Rs. 230.79 lakhs.

DIVIDEND

Your directors have recommended dividend @ 2.50% (i.e. Re 0.25 per equity share on 95,04,950 Equity Shares of Rs 10/- each) for the financial year ended March 31,2007. Dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid -

i) In respect of shares held in electronic form, on the basis of beneficial ownership, at the close of business hours on Monday, September 03, 2007, as per the details furnished by the National Stock Exchange Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL),

ii) To those members, holding shares in physical form, whose names appear in the register of members of the Company, at the close of business hours on Monday, September 10,2007 after giving effect to all valid transfer in physical form lodged with the Company before Monday, September 03, 2007.

SHIFTING OF REGISTERED OFFICE

The Company has w.e.f. December 01, 2006 shifted its registered office from E-169 Masjid Moth, Greater Kailash-lll, New Delhi-110048 to M-6 llnd Floor, M Block Market, Greater Kaitash-ll, New Delhi-110048.

FUTURE OUTLOOK

The Indian economy is on a growth path and the influx of foreign capital is increasing. Besides, interest rates have hardened. Considering this, barring unforeseen circumstances, Company expects to earn better on its money, both by way of interest and return on investments. Besides, the fee based business of mutual fund distribution is progressing well and expects to give better return.

Further, the Company is in the business of investments, financial services and software development. Along with pursuing its present activities, at opportune time the Company intends to diversify in the field of real estate and media. The Notice to the ensuing Annual General Meeting contains resolutions to provide for the said business.

DIRECTORS

Mrs. Prema Jain, is retiring by rotation at this Annual General Meeting and, being eligible, offers herself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31,2007, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the Directors have prepared the accounts for the financial year ended March 31,2007 on a going concern basis.

SUBSIDIARY COMPANY

The Annual Accounts along-with Report of Auditors of FSL Software Technologies Ltd., the wholly- owned subsidiary of the Company are attached together with the statement under section 212 of the Companies Act 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21, Consolidated Financial Statements read with Accounting Standard-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of this Annual Report and Accounts.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Delhi Sock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditors certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors comprises of three Directors namely Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITORS REPORT

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self- explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings : Nil (Previous year: Nil) Foreign Exchange Outgo : Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Companys esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Delhi Stock Exchange Association Ltd., Reserve Bank of India and other Government Departments for their valuable contribution and support.

For and on Behalf of the Board

Place: New Delhi Rakesh K. Jain Date : 31st July 2007 Chairman

Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTOR'S REPORT

To The Members,

The Directors take pleasure in presenting their Twelfth Annual Report and Audited Accounts for the year ended March 31, 2006. Briefly stated the financial results of operations for the year ended March 31, 2006 are: -

FINANCIAL RESULTS

Particulars: (Rs. in Lacs)

2005-2006 2004-2005

Gross Income 407.39 119.11

Profit before Depreciation & Taxation 355.43 95.89

Less:

a) Depreciation

b) Provision for tax (4.72) (3.98)

- Current Tax (42.70) (10.89)

- Fringe Benefit Tax (0.29) 0.00

- Deferred Tax

- STT Charges (0.79) (1.04)

- Tax for earlier years (3.63) (0.46) 0.00 (0.01) Net Profit After Tax 304.89 79.49

Add: Profit Brought from Previous Year 453.54 417.04

Profit available for appropriation 758.43 496.53

Appropriations:

Transferred to RBI Reserve Fund 60.98 15.90

Dividend proposed 23.76 23.76

Tax on Dividend 3.33 3.33

Balance carried forward to Balance Sheet 670.36 453.54

PERFORMANCE OF THE COMPANY

During the year under review the Company has earned a net profit after tax of Rs. 304.89 lacs as against profit after tax of Rs. 79.49 lacs earned in the previous year ended March 31, 2005.

DIVIDEND

Your directors have recommended a dividend @ 2.50% (i.e. Re 0.25 per equity share on 95,04,950 Equity Shares of Rs 10/- each) for the financial year ended March 31, 2006. Dividend, if approved by the members at the forthcoming Annual General Meeting, will be paid -

i) in respect of shares held in electronic form, on the basis of beneficial ownership, at the close of business hours on Monday, September 04, 2006 as per the details furnished by the National Stock Exchange Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

ii) to those members, holding shares in physical form, whose names appear in the register of members of the Company, at the close of business hours on Monday September 11, 2006 after giving effect to all valid transfer in physical form lodged with the Company on or before Monday, September 04, 2006.

FUTURE OUTLOOK

In the recent past, the focus of the company has been on scaling-up the fee based activities. In the current financial year, mutual fund distribution business has progressed well. In the near future, the company expects to enhance this business, barring unforeseen circumstances.

DIRECTORS

Mr. Rakesh K. Jain, is retiring by rotation at this Annual General Meeting and, being eligible, offers himself for reappointment.

Mr. Atul k. Jain, is retiring by rotation at this Annual General Meeting and, being eligible, offers himself for reappointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2006, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

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

4. the Directors have prepared the accounts for the financial year ended March 31, 2006 on a going concern basis.

SUBSIDIARY COMPANY

The Annual Accounts along-with Report of Auditors of FSL Software Technologies Ltd., the wholly owned subsidiary of the company are attached together with the statement under section 212 of the Companies Act 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21, Consolidated Financial Statements read with Accounting Standard-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of this Annual Report and Accounts.

CORPORATE GOVERNANCE

As per the applicable provisions of Clause 49 of the Listing Agreement with the Delhi Sock Exchange, a Management Discussion & Analysis, a Report on Corporate Governance together with the Auditor's Certificate on the compliance of conditions of Corporate Governance form part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors was formed in the year 2001 and presently comprises of three Directors namely Dr. C. S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Company's financial reporting process and disclosure of its financial information, reviews the quarterly / half yearly / annual financial statements before they are submitted to the Board of Directors and performs such other functions as are prescribed to it by the terms of its reference.

AUDITORS

M/s. J. Jain & Company, Chartered Accountants, retire as auditors of the company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

AUDITOR'S REPORT

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

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2 (i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings : Nil (Previous year: Nil) Foreign Exchange Outgo : Nil (Previous year: Nil)

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to the Company's esteemed Shareholders, Clients, Associates, Financial Institutions, Bankers, the Securities and Exchange Board of India, Delhi Stock Exchange Association Ltd., Reserve Bank of India and other Government Departments for their valuable contribution and support.

For and on Behalf of the Board

(Sarabjeet Kaur) Director & Company Secretary

(Atul K. Jain) Director

Place : New Delhi Date : 29th July 2006

Mar 31, 2005

The Directors take pleasure in presenting their Eleventh Annual Report. Briefly stated the financial results of operations for the year ended 31st March 2005 are : -

FINANCIAL RESULTS

For the Year For the Year Ended 31.03.05 Ended 31.03.04 (Rs. in lacs) (Rs. in lacs)

GROSS INCOME 119.11 444.60

PROFIT BEFORE DEPRECIATION A TAXATION 95.42 401,68

DEPRECIATION (3.98) (4,87)

PROFIT BEFORE TAXATION 91.44 396.81

PROVISION FOR TAXATION

- CURRENT TAX (10.89) (9.74)

- DEFERRED TAX (1.04) 6.88

- FOR PREVIOUS YEAR (0.01)

PROFIT AFTER TAXATION 79.50 393.95

PROFIT AVAILABLE FOR APPROPRIATION 79.50 393.95

TRANSFER TO RBI RESERVE FUND 15.90 78.79

PROPOSED DIVIDEND 23.76

CORPORATE DIVIDEND TAX 3.33 -

PROFIT FOR THE YEAR AFTER APPROPRIATION 36.50 315.16

PROFIT BROUGHT FORWARD 417.04 101.88

BALANCE PROFIT CARRIED FORWARD TO BALANCE SHEET 453.54 417.04

PERFORMANCE OF THE COMPANY

During the year under review, the Company has earned a net profit after tax of Rs.79.50 lacs as against profit after tax of Rs. 393.95 lacs earned in the previous year ended 31st March 2004.

DIVIDEND

Your Directors have recommended a dividend @ 2.50% (i.e. Re 0.25 per equity share on 9504950 Equity Shares of Rs 10/- each) for the financial year ended 31st March 2005. Dividend, which if approved by the members at the forthcoming Annual General Meeting, will be paid to (i) all those shareholders whose names appear in the Register of Members as on Wednesday, 31st August 2005 and (ii) all those whose names appear on that date as beneficial owners as furnished by National Securities Depository Limited and Central Depository Services Limited.

FUTURE PLAN

In keeping with its plan to scale up fee-based activity resulting in generation of stable and regular income, during the year under review, the companys operations have been focussed on investment related advisory services including the distribution of mutual funds & other financial products.

In the coming years, the company intends to expand the business of distribution of mutual funds with the support of well-knit market research team and through focussed marketing programs.

DIRECTORS

Mr. Arun K. Jain, Director, retires by rotation at the end of the 11 th Annual General Meeting and being eligible offers himself for reappointment.

Dr. C. S. Bedi, Director, retires by rotation at the end of the 11th Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts tor the financial year ended 31st March 2005, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

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

4. the Directors have prepared the accounts for the financial year ended 31st March 2005 on a going concern basis.

SUBSIDIARY COMPANY

During the financial year 2003-2004, the Company acquired 100% stake in FSL Software Technologies limited, thus making it a Wholly Owned Subsidiary. The Annual Accounts along-with Report of Auditors of FSL Software Technologies Ltd. are attached together with the statement under section 212 of the Companies Act 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21, Consolidated Financial Statements read with Accounting Standard-23 on accounting for investments in Associates, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of this Annual Report and Accounts.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your Company since 31st March 2003. The Company has taken all necessary steps in this regard and is complying with the provisions of Corporate Governance. A detailed report on Corporate Governance is available elsewhere in this report. The Management Discussion & Analysis Report is also available elsewhere in this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors was formed in the year 2001 and presently comprises of three Directors namely Dr. C. S. Bedi, Mr. AtuI K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly/half yearly/annual financial statements before they are submitted to the Board of Directors and performs such other functions as are ascribed to it by the terms of its reference.

AUDITORS AND AUDITORS REPORT

M/s. J. Jain & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for reappointment. Your Company has received a letter from Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 224 (1B) of the Companies Acts, 1956.

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposits during the year, within the meaning of Section 2(i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings : Nil (Previous year Rs. 5,87,801/-)

Foreign Exchange Outgo : Nil (Previous year Rs. 8,932/-)

AKNOWLEDGEMENT

Your Directors acknowledge with thanks the support and valuable co-operation extended by the business constituents, bankers and members of the Company. The Directors place on record their appreciation for the contribution made by the employees at all levels. The Directors also thank the Securities and Exchange Board of India, Delhi Stock Exchange Association Ltd., Reserve Bank of India and other Government Departments for their support during the year and look forward to their continued support.

FOR AND ON BEHALF OF THE BOARD Date : 29th July 2005 (SARABJEET KAUR) (ATUL K. JAIN) Place : New Delhi Director & Company Secretary Director

Mar 31, 2004

The Directors are pleased to present their Tenth Annual Report together with Audited Accounts of the Company for the year ended 31 "March 2004.

FINANCIAL RESULTS

The Financial Results of the Company are as under:

For the Year For the Period Ended 31.03.04 Ended 31.03.03 (Comprises of 12 (Comprises of 8 months) months) (Rs. in Lacs) (Rs. in Lacs)

GROSS INCOME 444.60 148.99

PROFIT BEFORE TAXATION & DEPRECIATION 401.68 87.96

DEPRECIATION (4.87) (5.23)

PROFIT BEFORE TAXATION 396.81 82.73

PROVISION FOR TAXATION

CURRENT TAX (9.74) (5.87)

DEFERRED TAX 6.88 (24.93)

PROFIT AFTER TAXATION 393.95 51.93

PROFIT BROUGHT FORWARD 101.88 60.34

AMOUNT AVAILABLE FOR APPROPRIATION 495.83 112.27

APPROPRIATION

TRANSFER TO RBI RESERVE FUND (78.79) (10.39)

BALANCE PROFIT CARRIED FORWARD TO BALANCE SHEET 417.04 101.88

PERFORMANCE OF THE COMPANY

During the year the Company has earned a net profit after tax of Rs. 393.95 lacs as against profit after tax of Rs. 51.93 earned in the period ended 31st March 2003. Better financial management and reduced costs have contributed significantly to improve the profitability of the Company.

DIVIDEND

With the approval of the members the Company intends to go in for buy back of shares. As a result lot of funds are committed towards buy back. In view of this no dividend has been recommended by the Board of Directors.

FUTURE PLANS

During the year the Company has sold its Software Business to its wholly owned subsidiary company. With this the Company now intends to concentrate on its core business of Finance, Investment & Consultancy. The Board of Directors are of the view that with this segregation in business there will be better focus on the core activity, which will lead to further growth and development

BUY-BACK OF SHARES

In the 9th Annual General Meeting of the Company held on 5th August 2003 the members had given their consent by way of postal ballot for buy back of shares. In view of the better capital market conditions during the year, the management was of the view that buy back of shares not be taken up during the year ended 31 March 2004. Now, in view of the fact that no trading is taking place at the Delhi Stock Exchange Association Ltd., where the Companys shares are listed, management has decided to provide an exit option to small shareholders who want to liquidate their investment and accordingly the Board of Directors intend to propose a special resolution for Buy-Back at the forthcoming Annual General Meeting.

DIRECTORS

Mrs. Prerna Jain, Director retires by rotation and being eligible offer her-self for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

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

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

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

SUBSIDARY COMPANY

During the year. FSL Software Technologies Ltd. has become a wholly owned subsidiary company of the Company. The Annual Accounts along-with Report of Auditors of FSL Software Technologies Ltd. are attached together with the statement under section 212 of the Companies Act 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard-21. Consolidated Financial Statements read with Accounting Standard-23 on accounting for investments in Associates your directors have pleasure in attaching the consolidated financial statements, which form part of this Annual Report and Accounts.

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement the code of Corporate Governance is applicable to your Company since 31st Much, 2003. The Company has taken all necessary steps in this regard and is complying with the provisions of Corporate Governance. A detated report on Corporate Governance is available elsewhere in this report. The Management Discussion & Analysis Report is also available elsewhere in this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors was formed In the year 2001 and presently comprises of three Directors namely Dr. C. S. Bedi, Mr. AtuI K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly /half yearly/annual financial statements before they are submitted to the Board of Directors and performs such other functions as are ascribed to it by the terms of its reference.

AUDITORS AND AUDITORS REPORT

Your Companys Auditors M/s. J. Jain & Company, Chartered Accountants, New Delhi retire at the conclusion of the forthcoming Annual General Meeting and offer themselves for re-appointment. Your Company has received a letter from the Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956.

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

FIXED DEPOSIT

The Company has not accepted any public deposit during the year, within the meaning of Section 2(1) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Software Revenues Rs. 5,87,801/- (Previous period Rs.12,99,652/-)

Foreign Exchange Outgo: Rs. 8932.74 (Previous period Nil)

AKNOWLEDGEMENT

Your Directors acknowledge with thanks the support and valuable co-operation extended by the business constituents, bankers and members of the Company. Your Directors place on record their appreciation of the contribution made by the employees at all levels. Your Directors also thank the Securities and Exchange Board of India, Delhi Stock Exchange Association Ltd., Reserve Bank of India and other Government Departments for their support during the year and look forward to their continued support.

For and on Behalf of the Board Date: 19th July 2004 (Sarabjeet Kaur) (AtuI K. Jain) PLACE: NEW DELHI Director & Company Secretary Director

Mar 31, 2003

The Directors are pleased to present their Ninth Annual Report with Audited Accounts for the period ended 31st March 2003.

FINANCIAL RESULTS

The Financial Results of the Company are as under:

For UK Period For the Period Ended 31.03.03 Ended 31.07.02 (comprises of (comprises of 8 months) 12 months) (Rs. In Lacs) (Rs. in Lacs)

GROSS INCOME 148.99 191.61

PROFIT BEFORE TAXATION &DEPRECIATION 87.96 112.12

DEPRECIATION (5.23) (6.96)

PROFIT BEFORE TAXATION 82.73 105.16

PROVISION FOR TAXATION CURRENT TAX (5.87) (6.85)

DEFERRED TAX (24.93) (30.78)

PROFIT AFTER TAXATION 51.93 67.53

PROFIT BROUGHT FORWARD 60.34 6.31

AMOUNT AVAILABLE FOR APPROPRIATION 112.27 73.84

APPROPRIATION

TRANSFER TO RBI RESERVE FUND (10.39) (13.51)

BALANCE PROFIT CARRIED FORWARD TO BALANCE SHEET 101.88 60.33

PERFORMANCE OF THE COMPANY

During the period under review the Company has earned a net profit after tax of Rs. 51.93 lacs as against profit after tax of Rs. 67.53 lacs earned in the previous year. With continued efforts the software business of the Company has developed significantly. The Company now intends to develop its software business independent of its other business. With this view, the Company proposes to sell its Software Division to its Wholly Owned Subsidiary, namely PSL Software Technologies Limited.

DIVIDEND

In view of the smallness of profits, no dividend has been recommended by the Board of Directors this year.

FUTURE PLANS

The Company intends to transfer its software business to its Wholly Owned Subsidiary, namely FSL Software Technologies Limited and a resolution in this regard is proposed at the ensuing Annual General Meeting.

Subject to the approval of the shareholders, with the sale of its Software Division to its Wholly Owned Subsidiary, namely FSL Software Technologies Limited the Company intends to concentrate on its Finance, Investment and Consultancy business.

As stated above subject to the approval of the shareholders, the software business shall be pursued by the Wholly Owned Subsidiary of the Company namely, FSL Software Technologies Limited. The Board of Directors are of the view that with this proposed independent handling of the software business, there will be a better focus on the software activities which will lead to further growth and development.

CHANGE IN FINANCIAL YEAR OF THE COMPANY

To have a uniform financial year both for the purpose of Income Tax Act and the Companies Act, the Board of Directors have taken a decision to change the financial year of the Company from August-July to April-March. With this change, for the financial year 2002-2003 the books of accounts have been closed on 31st March, 2003 and the audited Balance Sheet as at 31st March.2003 and profit & loss account for the period ended on that date is placed before the shareholders for their consideration and approval.

BUY-BACK OF SHARES

As the shareholders are aware that for quite some time now, no trading is taking place on the Delhi Stock Exchange. The Board of Directors propose to Buy Back the Companys equity shares as it believes that this would provide an exit route to those shareholders who desire to liquidate their investment and would enhance the value of the shareholders continuing to hold the shares of the Company. A resolution to this effect is proposed by the Board of Directors in the accompanying Postal Ballot Notice.

DIRECTORS

Mr. Rakesh K. Jain and Mr. AtuI K. Jain, Directors retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

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 the company at the end of the financial period and of the profit or loss of the company for that period.

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

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

CORPORATE GOVERNANCE

As per clause 49 of the Listing Agreement, the code of Corporate Governance is applicable to your company since 31st March.2003. The company has taken all necessary steps in this regard and is complying with the provisions of Corporate Governance. A detailed report on Corporate Governance is available elsewhere in this report. The Management Discussion & Analysis Report is also available elsewhere in this report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors was formed in the year 2001 and presently comprises of three Directors namely Dr.C.S.Bedi, Mr.AtuI K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly/half yearly/annual financial statements before they are submitted to the Board of Directors and performs such other functions as are ascribed to it by the terms of its reference.

AUDITORS AND AUDITORS REPORT

M/s. J. Jain & Company, Chartered Accountants, Auditors of your Company retire at the conclusion of this Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the appointment, if made, would be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

FIXED DEPOSIT

The Company has not accepted any public deposit during the period under review, within the meaning of Section 2(i)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.

PARTICULARS OF EMPLOYEES

No information as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the period under review, no employee was in receipt of remuneration in excess of the prescribed limits.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings : Software development charges Rs.12,99,652/- (Previous year Rs 8,77,300/-) and Consultancy charges NIL (Previous year Rs. 57.553/-)

Foreign Exchange Outgo : NIL (Previous year NIL)

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the support and valuable co-operation extended by the business constituents, bankers and shareholders of the Company. Your Directors place on record their appreciation of the contribution made by the employees at all levels.

Your Directors also thank the Securities and Exchange Board of India, Delhi Stock Exchange, Reserve Bank of India and other Government Departments for their support during the year and look forward to their continued support.

For and on Behalf of the Board Place: NEW DELHI (ATUL K. JAIN) (SARABJEET KAUR) Date: 25th June, 2003 Director Director & Company Secretary

Jul 31, 2002

The Directors are pleased to present their Eighth Annual Report with Audited Accounts for the year ended 31st July 2002.

FINANCIAL RESULTS

The Financial Results of the Company are as under:

For the Year For the Year Ended 31.07.02 Ended 31.07.01 (Rs. in Lacs) (Rs. in Lacs)

GROSS INCOME 191.61 (97.58)

PROFIT/(LOSS) BEFORE TAXATION & DEPRECIATION 112.12 (139.63)

DEPRECIATION (6.96) (20.13)

PROVISION FOR TAXATION (37.63) NIL

EXCESS PROVISION FOR NPA NIL 4.82

EXCESS PROVISION FOR TAXATION FOR EARLIER YEARS NIL 0.64

PROFlT/(LOSS) AFTER TAXATION 67.53 (154.30)

PROFIT BROUGHT IT FORWARD 6.31 152.66

AMOUNT AVAILABLE FOR APPROPRIATION 73.84 (1.64)

APPROPRIATION

TRANSFER TO RBI RESERVE FUND (13.51) NIL

BALANCE PROFIT/(LOSS) CARRIED FORWARD TO BALANCE SHEET 60.33 (1.64)

PERFORMANCE OF THE COMPANY

During the year under review the company has earned a net profit after tax of Rs. 67.53 lacs as against loss of Rs. 154.30 lacs incurred in the previous year. You are aware that the Company has diversified into software business and is now developing software products and solutions catering to the business needs of the corporate sector. During the year under review your Company has earned Rs. 21.02 lacs as gross revenue from its software activities while the net loss from this line of activity is Rs. 38.19 lacs. In its efforts to grow. the Company is in the process of developing its global alliances network and barring unforeseen circumstances, the company expects to achieve better results in the coming years.

During the year under review, the capital market continued to be depressed. However, the Companys policy of investing most of its funds in low risk instruments gave good results and the Company earned a net profit before tax of Rs. 143.35 lacs from its Finance, Investment and Consultancy activities.

LISTING OF FURTHER SHARES

During the year 50 lac equity shares of Rs. 10/- each issued on preferential basis in the financial year 2000-2001 have been listed on the Delhi Stock Exchange. The said shares can now be traded on the Delhi Stock Exchange and are available for demat on NSDL. Approval of CDSL is awaited as on date.

DIVIDEND

In view of the losses incurred in the previous year and to conserve resources for future needs, no dividend has been recommended by the Board of Directors this year.

FUTURE PLANS

The stock market conditions are depressed and as of now the company intends to continue with its policy to make investments in low risk securities and secured return options.

The Company plans to develop its software business to its fullest capacity. The emphasis of the Company is to give a full focus to its software activities and create a brand for its software products and solutions. The Company aims to create national and international alliances for marketing of its software products and work in this regard is progressing satisfactorily.

FIXED DEPOSIT

The Company has not accepted any public deposit during the year under review, within the meaning of Section 2(i) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Direction 1998.

DIRECTORS

Mr. Arun K. Jain and Dr. C.S. Bedi, Directors retire by rotation and being eligible offer themselves for reappointment. Ms. Sarabjeet Kaur was appointed as Additional Director in terms of Section 260 of the Companies Act, 1956 and Article 101of the Articles of Association of the Company to hold office till (he conclusion of the ensuing Annual General Meeting. A Notice in writing has been received from a member under Section 257 of the Companies Act 1956, proposing the candidature of Ms. Sarabjeet Kaur as regular Director of the Company.

Mr. Rajendra K. Mangal resigned from the Board of Directors of the Company w.e.f. 1st April 2002. The Board of Directors place on record their sincere appreciation for the services rendered by Mr. Rajendra K. Mangal during his tenure as Director of the Company.

AUDIT COMMITTEE

The Audil Committee of the Board of Directors was formed in the year 2001 and presently comprises of three Directors namely Dr. C.S. Bedi, Mr. Atul K. Jain, and Mr. Arun K. Jain. The Committee oversees the Companys financial reporting process and disclosure of its financial information, reviews the quarterly/half yearly/annual financial statments before they are submitted to the Board of Directors and performs such other functions as are ascribed to it by the terms of its reference.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217 (2AA) of the Companies Act, 1956 your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

1. In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

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 the company at the end of the financial year and of the profit of loss of the company for that period.

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

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

AUDITORS AND AUDITORS REPORT

M/s. J. Jain & Company, Chartered Accountants. Auditors of your Company retire at the conclusion of this Annual General Meeting and offer themselves for re-appointment. The company has received a certificate from the Auditors to the effect that the appointment, if made. would be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956.

The relevant Notes to the Accounts of the Company referred to in Auditors Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

No information as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 has been furnished as during the year no employee was in receipt of remuneration in excess of the prescribed limits.

CONSERVATION OF ENERGY.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under Companies (Disclosure of Particulars In the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings: Software development charges Rs. 8,77,300/- and consultancy charges Rs. 57,553/- (Previous year conslutancy charges Rs, 3,17,648/-)

Foreign Exchange Outgo: Rs. Nil (Previous year Nil)

CORPORATE GOVERNANCE

The Company aspires to adopt best global practices in the area of Corporate Governance. As a matter of business ethics in discharging its role as a responsible corporate entity, your Company is in the process of implementing Corporate Governance not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting shareholders expectations. The company is taking adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the listing agreement of the Delhi Stock Exchange are complied within the prescribed time schedule i.e. latest by 31st March 2003.

AKNOWLEDGEMENT

Your Directors acknowledge with thanks the support and valuable co-operation extended by the business constituents, bankers and shareholders of the Company. Your Directors place on record their appreciation of the contribution made by the employees at all levels.

Your Directors also thank the Securities and Exchange Board of India, Delhi Stock Exchange, Reserve Bank of India and other Government Departments for their support during the year and look forward to their continued support.

For and on Behalf of the Board

Date: 14.10.2002 Atul K. Jain Prerna Jain Place: NEW DELHI Director Director

Jul 31, 2001

The Directors are pleased to present their Seventh Annual Report with Audited Accounts for the year ended 31st July 2001.

FINANCIAL RESULTS

The Financial Results of the Company are as under:

For the For the Year Year Ended Ended 31.7.2001 31.7.2000 (Rs. in lacs) (Rs. in lacs)

GROSS INCOME (92.06) 169.51 PROFIT/(LOSS) BEFORE TAXATION & DEPRECIATION (139.63) 153.06 DEPRECIATION (20.13) (7.01) PROVISION FOR TAXATION Nil (46.50) EXCESS/(SHORT) PROVISION FOR NPA 4.82 Nil EXCESS/(SHORT) PROVISION FOR EARLIER YEAR FOR TAXATION 0.64 (0.03) PROFIT/(LOSS) AFTER TAXATION (154.30) 99.52 PROFIT BROUGHT FORWARD 152.66 114.31 AMOUNT AVAILABLE FOR APPROPRIATION (1.64) 213.83

APPROPRIATION

TRANSFER TO RBI RESERVE FUND - 19.95 PROPOSED DIVIDEND - 33.79 DIVIDEND TAX - 7.43

BALANCE PROFIT/(LOSS) CARRIED FORWARD TO BALANCE SHEET (1.64) 152.66

PERFORMANCE OF THE COMPANY

The Directors hereby report that during the year under review, the Company has incurred loss of Rs 154.30 lacs as against last year's profit after tax of Rs. 99.52 lacs. Performance of your company has been effected due to continuous depressed scenario in the capital market since January 2001.

During the year under consideration, the Company has diversified into software business. Since this is the initial year of our software business, resources have been spent in developing the business and revenue of Rs. 3.94 lacs has been generated. The software division has incurred a loss of Rs 12.05 lacs during the year.

ISSUE OF FURTHER SHARES

During the year, the Company has allotted 50.00,000 equity shares of Rs. 10 each on preferential basis to the promoters and other persons at a price of Rs. 14/- per share as per the authority given by the shareholders in the last annual general meeting of the company. As on 31.7.2001 the company has utilized Rs.27.68 Lacs in Software business and rest of the funds are invested in Mutual Funds/Bank FDRs.

The company has made an application with Delhi Stock Exchange for the listing of the above said shares. The approval of the Delhi Stock Exchange is awaited as on date.

DIVIDEND

No dividend is recommended by the Board of Directors during the year due to losses.

FUTURE PLANS

The year under review has seen consistent fall and the situation in short term is not very encouraging. In view of this, the emphasis of the Company is to promote its software business and use the resources in secure return options.

Although the situation in software industry, at present is depressing and a shake out is expected in the near future, your Company is using this period for consolidation and development of products, systems and methodologies so as to prepare itself to take full advantage of the upswing which it expects in medium to long term.

FIXED DEPOSIT

The Company has not accepted any public deposit during the year under review, within the meaning of Section 2(i) (xii) of the Non-Banking Financial Companies (Acceptance of Public Deposit) Guidelines, 1999.

DIRECTORS

Mr. Rakesh K. Jain and Mrs. Prerna Jain, Directors of the Company retire by rotation and being eligible offers themselves for reappointment.

AUDIT COMMITTEE

Pursuant to the provisions of section 292A of The Companies Act, 1956 and the listing agreement, the Board of Directors have appointed an Audit Committee consisting of three Directors as it's members. The committee acts as an interface between the Management and the Statutory Auditors and Internal Auditors. The functioning of the Audit Committee includes reviewing the Audit Reports, compliance and annual /quarterly/half yearly accounts/results in consultation with the Auditors of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

1) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

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 the company at the end of the financial year and of the profit or loss of the company for that period.

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

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

AUDITORS AND AUDITORS' REPORT

M/s. J Jain & Company, Chartered Accountants, Auditors of your Company retire at the conclusion of this Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the appointment, if made, would be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

The relevant Notes to the Accounts of the Company referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s section 217 (2A) of the Companies Act, 1956. read with the Companies (Particulars of Employees) Rules, 1975 are under :

Employed for part of the year

Name Mr. Jeetendra Garg Age 48 Years Designation Chief Executive Officer (SD) Remuneration Rs. 4,22,500/- Qualification B.E. (Elect. & Telecom) Experience 23 Years Date of Appt. 1st April, 2001 Last Employment Manipal Control Data (Position held) Electronics Commerce Ltd. (Zonal Manager)

Note : Remuneration includes Salary, Bonus. Contribution to PF & Other perquisites.

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules. 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings - Consultancy Rs 3,17,648 (Previous year Rs.Nil )

Foreign Exchange Outgo - Rs. Nil (Previous year Rs.Nil)

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the support and valuable co-operation extended by the business constituents, investors, bankers and shareholders of the Company. Your Directors place on record their appreciation for the contribution made by the employees at all levels.

Your Directors also thank the Securities and Exchange Board of India, Delhi Stock Exchange, Reserve Bank of India and other Government Departments for their support during the year and look forward to their continued support

For and on Behalf of the Board

Dated : 04.10.2001 Rakesh K Jain Place : NEW DELHI Chairman

Jul 31, 2000

The Directors are pleased to present the Sixth Annual Report with Audited Accounts for the year ended 31st July 2000.

FINANCIAL RESULTS

The Financial Results of the Company are as under:

For the For the Year Year Ended Ended 31.7.2000 31.7.1999

(Rs. in Lacs)

Gross Income 169.51 236.89

Profit before tax & depreciation 153.06 195.69

Depreciation 7.01 5.15

Provision for Income Tax 46.50 65.45

Excess/(short) provision for income tax adjusted (0.03) 0.06

Profit after tax 99.52 125.15

Profit brought forward 114.31 26.71

Amount available for Appropriation 213.83 151.86

Appropriation

Transfer to RBI reserve fund 19.95 25.05

Proposed Dividend 33.79 11.26

Dividend Tax 7.43 1.24

Balance carried forward to Balance Sheet 152.66 114.31

PERFORMANCE OF THE COMPANY

The Directors hereby report that during the year under review, the Company has made profit after tax of Rs.99.52 lacs as against last year's profit after tax of Rs.125.15 lacs. Performance of your company has been effected due to depressed and volatile conditions that prevailed in the capital market during the quarter ended 30th April, 2000.

DIVIDEND

The Directors are pleased to recommend a Dividend @ 7.50% for the financial year ended 31st July 2000. Dividend, if approved, will be paid to those Members whose names appear in the Register of Members on the date of the.ensuing Annual General Meeting.

FUTURE PLANS

The year under review has seen various ups and downs in the capital market. The condition of the capital market not only in the country but also in the global scenario has remained volatile. In view of the uncertainty of the capital market your company is giving more and more emphasis on fee based activities and deployment of part funds in secured return options. Your company also proposes to enter in software related business in the near future. To finance cost of software business and enhancement of funds for existing business the company has proposed to issue 50,00,000 (fifty lac only) shares on preferential basis.

DEMATERIALISATION OF SHARES

SEBI has recently included your Company's shares for Compulsory trading in electronic or dematerialised (Demat) form effective from February 26th 2001. For the benefit of the Members and common investors, your Company has already entered into separate tripartite agreement with M/S RCMC Share Registry Pvt. Ltd., Registrar, NSDL and CDSL for dematerialisation of its shares and also completed other formalities to establish electronic connectivity. Members and Investors can send their Demat request through their DPs at the Registered office of the Company to avail this facility.

FIXED DEPOSIT

The Company has not accepted any public deposit during the year under review, within the meaning of Section 2(i)(xii) of the Non-Banking Financial Companies (Acceptance of Public Deposit) Guidelines, 1999.

DIRECTORS

Dr. C.S. Bedi and Mr. Atul K Jain Directors of the Company retire by rotation and being eligible offer themselves for reappointment.

Mr. Rajendra K. Mangal has completed his five years term as Whole Time Director of the Company on 24th August 2000. It is proposed to re-appoint Mr. Mangal as Whole Time Director of the Company for a further period of five years w.e.f. 25th August 2000.

AUDITORS AND AUDITORS' REPORT

M/s J Jain & Company, Chartered Accountants. Auditors of your Company retire at the conclusion of this Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the appointment, if made, would be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

The relevant Notes to the Accounts of the Company referred to in the Auditor's Report are self explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES

None of the employees was in receipt of remuneration in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956

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

Particulars under Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption are not applicable to your Company.

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - Rs. Nil (Previous year Rs. 85,637) on travelling Expenses.

Jul 31, 1999

Information is taken from 1999-2000 annual reports therefore not available.

Jul 31, 1997

The Directors are pleased to present the Third Annual Report together with Audited Accounts for the period ended 31st July, 1997.

FINANCIAL RESULTS

The Financial Results of the company are as under:-

For the For the period year ended ended 31.7.97 30.6.98 (1.7.96 to 31.7.97) (Rs. in lacs)

GROSS INCOME 35.98 74.31 PROFIT BEFORE TAX & DEPRECIATION 10.31 50.03 DEPRECIATION 19.47 13.68 PROVISION FOR INCOME TAX - 3.00 EXCESS PROVISION FOR INCOME TAX WRITTEN BACK 0.05 - PROFIT/(LOSS) AFTER TAX (9.11) 33.35 PROFIT BROUGHT FORWARD 44.51 36.18 AMOUNT AVAILABLE FOR APPROPRIATION 35.40 69.53

APPROPRIATION TRANSFER TO GENERAL RESERVE - 10.00 TRANSFER TO RBI RESERVE FUND 7.10 - PROPOSED DIVIDEND 10.79 15.02 DIVIDEND TAX 1.08 - BALANCE CARRIED FORWARD TO BALANCE SHEET 16.43 44.51

PERFORMANCE OF THE COMPANY

The Directors have to report that during the period, company has incurred a loss of Rs. 9.11 lacs as against last year's profit after tax of Rs. 33.35 lacs. The performance of the company has been effected due to the depressed market conditions.

DIVIDEND

The Directors are pleased to recommend payment of dividend for the period ended 31st July 1997 at the rate of 2.50% on the enhanced paid-up Equity Capital of Rs. 450.50 lacs of the company. The 15,01,650 equity shares allotted in August, 1996 on Rights basis shall be entitled to pro-rata dividend.

FUTURE PLAN

The condition of the capital market in the country is uncertain for the last two year. This has effected the whole of the financial services industry and the company has not been an exception. To meet the challange of depressed market conditions the company intends to stress more on fee based activities besides reducing the operating costs. Your Directors are optimistic that the market conditions will improve and the company will procure good business in the coming year barring unforseen circumstances.

FIXED DEPOSIT

The Company has not accepted any public deposit during the period under review except Inter corporate Deposits. There was no unclaimed or overdue deposit with the Company as on 31-7-97. The company has complied with the RBI guidelines including requirement of maintenance of liquid assets.

DIRECTORS

Mr Atul K Jain and Mr. Arun K Jain, Directors retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

M/s Jayanti Gangwal & Associates, Chartered Accountants, Auditors of your company retire at the conclusion of this Annual General Meeting and offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made, would be in accordance with the provisions of Section 224 (IB) of the companies Act, 1956.

AUDITORS REPORT

The relevant notes to the Accounts of the company, referred to in the Auditor's Report are self explanatory and therefore does not call for any further comments.

PERSONNEL

None of the employees was in receipt of remuneration in excess of limits prescribed under section 217 (2)(A) of the Companies Act, 1956. during the period.

PERFORMANCE V/S PROJECTION

The performance of the company vis a vis projections for the year ended June 30, 1997 made in the prospectus dated 14-11-94, and actual for the period ended July 31, 1997, as required under clause 43 of the listing Agreement are as under :-

PROFITABLITY (Rs. in lacs) PROJECTED ACTUAL GROSS INCOME 159.03 35.98 PROFIT BEFORE TAX 125.01 (9.16) PROFIT AFTER TAX 71.01 (9.11)

The variation between the projected and actual figures are mainly die to the loss from dealing in securities. The company could not achieve desired results due to adverse market conditions.

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

Particulars under companies (Disclosure of particulars in the Report of Directors) Rules 1988 on conservation of energy, technology absorption are not applicable to your company. There is no foreign exchange earning and outgo during the year.

ACKNOWLEDGMENT

The Directors place on record their appreciation of the continued support and cooperation given by members. Standard Chartered Bank, SEBI, DSE and other Government Departments, staff and customers of the company.

Jun 30, 1996

The Directors are pleased to present the Second Annual Report together with Audited Accounts for the year ended 30th June, 1996.

PERFORMANCE OF THE COMPANY

The Directors have to report that during the year company has made profit after tax of Rs. 33.35 lacs as against last year reported profit after tax of Rs. 60.83 lacs. The performance of the company has been effected due to the depressed market conditions.

DIVIDEND

Your Directors are pleased to recommend payment of dividend (Subject to deduction of tax at source) for the year ended 30th June 1996 at the rate of 5% on the Equity Capital of Rs. 300.33 lacs as on 30th June 1996.

RIGHTS ISSUE

During the year under review your company has comeout with rights issue of 15,01,650 equity shares aggregating Rs.187.71 lacs. The Issue was opened on 26th June 1996 and closed on 25th July 1996. The allotment was made on 20th August, 1996. The Directors place on record their sincere thanks to the shareholders for their overwhelming response to the rights issue of the company.

FUTURE PLANS

The condition of the capital market in the country is uncertain for the last one year. This has effected the whole of the financial services industry and the company has not beet an exception. To meet the challenge of depressed market conditions the company intends to stress more on fee based activities besides reducing the operating costs. Your Directors are optimistic that the market conditions will improve and the company will procure good business in the coming year barring unforseen circumstances.

FIXED DEPOSIT

The Company has not accepted any public deposit during the period under review except Inter corporate Deposits. There was no unclaimed or overdue deposit with the Company as on 30-6-96. The company has complied with the RBI requirements to provide specified percentage of the deposits as liquid assets.

PERFORMANCE V/S PROJECTION

The performance of the company vis a vis projections for the year ended June 30, 1996 made in the prospectus dated 14-11-94 as required under clause 43 of the listing Agreement are as under :

PROFITABILITY (Rs. in lacs) PROJECTED ACTUAL GROSS INCOME 126.61 74.31 PROFIT BEFORE TAX 102.99 36.35 PROFIT AFTER TAX 62.73 33.35

Because of adverse market conditions the desired results could not be achieved.

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

Particulars under companies (Disclosure of particulars in the Report of Directors) Rules 1988 on conservation of energy, technology absorption are not applicable to your company. There is no foreign exchange earning and outgo during the year.

Jun 30, 1995

DIRECTORS' REPORT

To the Members,

Tire Directors are pleased to present the First Annual Report together with Audited Accounts for tlie period from 5th May, 1994 (i.e. date of incorporation of the company) to 30th June, 1995.

PERFORMANCE OF THE COMPANY

The Directors have pleasure to report that inspite of depressed market conditions, the company has performed satisfactorily during the period under review and recorded profit after tax of Rs 60.83 lacs which is 83% higher than the projected profit of Rs. 33.14 Lacs. On an annualised basis the Earning per share of the company for the period ended June 30, 1995 was Rs 4.60 as against projected earning per share of Rs 1.95.

DIVIDEND

Your Directors have pleasure to recommend 12% maiden dividend for the period ended 30.6.95 on the total subcribed capital of Rs.300.33 lacs (Subject to deduction of tax at source) on pro rata basis.

PUBLIC ISSUE

During the period under review your compay's maiden Public Issue of 22,00,000 equity shares at Rs.l0/- each for cash at par aggregating Rs.220 lacs was well received by the investors.

FUTURE PLANS

The company has experienced team and sound professional personnel in place to take advantage of opportunity in all areas of financial services. The stress of the company in future shall be on both fund based as well as non-fund based activities. Your company has already got category III Merchant Banker status from SEBI and had applied for upgradation to category I Merchant Banker. The Company ras already started taking underwriting commitments and is acting as Advisor to Issue. Barring unforeseen circumstances, the company expects to do better in the coming year.

FIXED DEPOSIT

The Company has not accepted deposit from public during the period under review except Inter corporate Deposits. There was no unclaimed or overdue deposit with the Company as on 30-6.95. The company has complied with the RBI requirements relating to maintenance of liquid assets.

DIRECTORS

Mr Atul K. Jain retires by rotation and being eligible offers himself for reappointment

Mr. Arun K. Jain, Mr. Rakesh Dhingra and Mr. Rajendra K. Mangal were appointed as Additional Directors in terms of section 260 of the Companies Act, 1956 and Article 101 of the Articles of Association of the company and they hold office till the conclusion of the ensuing Annual General Meeting. Individual Notices in writing have been received from the members under sectiuon 257 of the Companies Act 1956, proposing the candidature of the aforesaid Directors as regular Directors of the Company.

Mrs. Vandana Jain resigned from the Board of Directors of the company w.e.f. 3.2.95. The Board of Directors place on record their sincere appreciation of the services rendered by Mrs. Vandana Jain during her tenure as Director of the company.

AUDITORS

M/s Ashim Kainth & Company, Chartered Accountants, Auditors of your company hold office until the conclusion of the ensuing Annual General Meeting has written to the company indicating their unwillingness to re-appointment. The company has already received special notice from a member proposing the name of M/s Jayanti Gangwal & Associates. Chartered Accountants. The company has also received a certificate from M/s Jayanti Gangwal & Associates, Chartered Accountants, to the effect that the appointment, if made, would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956. The Board has recommended appointment of M/s Jayanti Gangwal & Associates, Chartered Accountants, as Statutory Auditors of the company.

AUDITORS REPORT

The relevant notes to the Accounts of the company, referred to in the Auditor's Report are self explanatory and therefore does not call for any further comments.

PERSONNEL

None of the employees was in receipt of remuneration in excess of limits prescribed uroder section 217 (2) (A) of the Companies Act, 1956, during the period.

PERFORMANCE V/S PROJECTION

The performance of the company vis a vis projections for the period ended June 30, 1995 made in the prospectus dated 14-11-94, as required under clause 43 of the listing Agreement are as under :-

I UTILISATION OF FUNDS

Company has mobilised Rs. 220.33 lacs from the public issue by issue of 22,03,300 equity shares of the company. The proceeds of the Public Issue were generally being deployed as mentioned in the Prospectus dated 14.11.94.

II PROFITABLITY

(Rs. in lacs) PROJECTED ACTUAL

GROSS INCOME 66.55 83.38

PROFIT BEFORE TAX 56.79 60.83

PROFIT AFTER TAX 33.14 60.83

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

Particulars under compariles (Disclosure of particulars in the Report of Directors) Rules 1988 on conservation of energy, technology absorption are not applicable to your company. During the period the company has earned Foreign Exchange to the extent of Rs. 20,790/-. There was no Foreign Exchange outgo during the period under review.

ACKNOWLEDGMENT

The Directors place on record their appreciation of the continued support and co-operation given by members. Citi Bank, Vijaya Bank, SEBI. DSE and other Government Departments, Financial Institutions, staff and clients of the company.

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