Directors Report of KLG Capital Services Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting 21st Annual Report of the Company together with the Audited Financial Statement for the year ended March 31,2015.

Financial Highlights (Standalone)

During the year under review, performance of your Company as under:

(Rupees in Lacs)

Particulars 2014-2015 2013-2014

Net Income 48.67 47.77

Less: Expenditure 28.05 22.87

Profit before Depreciation & Taxation 20.62 24.90

Less: Depreciation 0.17 0.07

Profit before Tax 20.45 24.83

Less: Taxes 5.38 10.20

Profit after TaX 15.07 14.63

Less: Transfer to Statutory Reserve Account as per Section 45-IC of 3.01 2.93 Reserve Bank of India Act, 1934

Balance carried forward to Balance Sheet 12.06 11.70

Note: Previous year's figures are regrouped/rearranged, wherever necessary.

Review of Company's Affairs

Your Company is a Non-deposit taking Non-Banking Financial Company. During the year under review, the Company has earned total income of Rs. 48.67 Lacs as compared to the income of Rs. 47.77 Lacs during the previous financial year. The profit after tax as on March 31,2015 amounted to Rs. 15.07 Lacs as against profit of Rs. 14.63 Lacs during the previous financial year.

Dividend

With a view to conserve resources, your Directors do not recommend dividend for the year under review.

Reserves

During the year under review, Rs. 3.01 Lacs (Previous year Rs. 2.93 Lacs) was transferred to Statutory Reserve Account as prescribed under section 45-IC of the Reserve Bank of India Act, 1934, being 20% of the profits after taxes for the year.

Authorised Share Capital

The Members of the Company had in the 20th AGM held on September 30, 2014, ratified & approved the decision of the Board of Directors for rescission & withdrawal of Postal Ballot resolution passed on April 12, 2013, for increasing the Authorised Share Capital of the Company, alteration of Memorandum and Articles of Association of the Company and Preferential allotment of preference shares to Promoter Company. Accordingly, the Authorised Share Capital of the Company remains unaltered.

Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the Annual Return for the Financial Year 2014-15 in Form MGT-9 is annexed herewith as Annexure I'.

Material Changes and Commitments

No material changes and commitments have occurred between the end of financial year of the Company and the date of this report affecting the financial position of the Company as at March 31,2015.

Particulars of Loan, Guarantees and Investments under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Also, pursuant to Clause 32 of the Listing Agreement, the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions attracting compliance under Section 188 of the Companies Act, 2013, are placed before the Audit Committee as also before the Board for approval. The details of related party transactions are given in the Notes to the Financial Statements.

Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the rules made thereunder.

Details of Subsidiary, Associate Companies

The Company has one wholly owned subsidiary namely KLG Stock Brokers Private Limited ("KSBPL"). There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. In accordance with Section 129(3) of of the Companies Act, 2013 and AS-21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements forms part of this Annual Report.

The performance and financial position of KSBPL, as per Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed to the Notes to Financial Statements in Form AOC - 1 and hence not repeated here for the sake of brevity, under Rule 8 of the Companies (Accounts) Rules, 2014.

Further, during the financial year under review, none of the Companies became or ceased to be the Subsidiary or Associate of the Company, though the Board of Directors, in their Meeting held on August 12, 2015, approved the ceasing of KSBPL as subsidiary of the Company.

Details of Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Nikhil Gandhi (DIN: 00030560) retires by rotation at the ensuing AgM and being eligible, offers himself for re-appointment.

Mr. Milan Mandani, Manager of the Company is the Key Managerial Personnel pursuant to the provisions of Section 203 of the Companies Act, 2013 and was already in office before the commencement of the the Companies Act, 2013. Further, Ms. Nishita M. Nagrecha was appointed as the Whole-time Key Managerial Personnel of the Company under the category of Company Secretary with effect from November 13, 2014.

Mr. Mitul Shah was appointed as the Whole-time Key Managerial Personnel of the Company under the category of Chief Financial Officer with effect from November 13, 2014 who ceased to hold the said positions with effect from May 25, 2015.

Brief profile of Director proposed to be re-appointed as aforesaid is provided in the Exhibit to the Notice of ensuing AGM.

Declaration by Independent Directors

The Company has received necessary declaration from each of the Independent Directors under section 149(6) of the Companies Act, 2013 that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Number of Board Meetings

The Board met four times during the financial year, May 30, 2014, August 14, 2014, November 13, 2014 and February 13, 2015. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Independent Directors' Meeting:

The Independent Directors met on February 13, 2015, without the attendance of Non- Independent Directors and members of the Management. The Independent Directors, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Performance Evaluation

The Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges stipulate the performance evaluation of the Directors, Board and its Committees. The Company has devised the criteria based on which the annual performance evaluation of the Directors, Board and Board Committees has been carried out.

The Committee of Independent Directors at their Meeting held on February 13, 2015, evaluated the performance of Non- Independent Directors including Chairperson of the Company and the Board as a whole. The Board of Directors, at their Meeting held on February 13, 2015, considered the performance evaluation of the Directors, Board and Board Committees. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and based on the evaluation process the Board had determined to continue the term of all the Independent Directors.

The criteria for performance evaluation of Independent Directors are mainly devised based upon the parameter for professional conduct, role, functions and duties laid under Schedule IV to the Companies Act, 2013 and are annexed to this Report as "Annexure II".

Directors Responsibility Statement

In accordance with the provisions of Sec. 134(5) of the Companies Act 2013, your directors confirm that:

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

b) they 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 /loss of the Company for that period;

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

d) they have prepared the annual accounts on a going concern basis;

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

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

Audit committee

The Audit Committee comprises of Mr. V. Ramanan (Chairman), Ms. Gayathri Ramachandran and Mr. Nilesh Mehta as Members. All the recommendations made by the Audit Committee were accepted by the Board.

The details with respect to the powers, roles, terms of reference, etc. of the Audit Committee are given in the Corporate Governance Report that forms part of this Annual Report.

Statutory Auditors

At the AGM held on September 30, 2014, M/s. NBS & Co., Chartered Accountants (ICAI Registration No. 110100W), were appointed as the Statutory Auditors of the Company to hold office until the conclusion of the 23rd AGM to be held in the calendar year 2017. In terms of Section 139 of the Companies Act, 2013, read with the Rules thereto the appointment of the auditors shall be placed for ratification at every AGM. Accordingly, the appointment of M/s. NBS & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Members in the ensuing AGM.

The Company has obtained a written consent under Section 139 of the Companies Act, 2013 from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financial year ended March 31,2015, does not contain any qualification, reservation and adverse remark.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013, the Board had appointed Mr. Aashish K. Bhatt, Practicing Company Secretary, Mumbai, as Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15.

The Secretarial Audit Report for the financial year ended March 31, 2015, does not contain any qualification, reservation and adverse remark and is annexed to this report as 'Annexure III'.

Corporate Governance

Your Company adopts high standards of Corporate Governance and adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). A report on Corporate Governance along with a certificate for compliance with the Clause 49 of the Listing Agreement issued by Mr. Aashish K. Bhatt, Practicing Company Secretaries, forms part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement is presented in a separate section forming part of this Annual Report.

Adequacy of Internal Financial Control with reference to the Financial Statements

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

Managerial Remuneration

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as 'Annexure IV".

None of the Directors of the Company are in receipt of any commission from the Company or from Subsidiary of the Company. The details of remuneration paid to the Directors and Key Managerial Personnel of the Company are given in 'Annexure I' to this Report.

Risk Management Policy

Pursuant to the requirement of Section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company already has in place a Risk Management Policy. It has a robust Risk Management framework to identify and evaluate business risks and opportunities. The framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage.

Significant & material orders passed by the regulators or courts or tribunal

There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status and Company's operations in future.

Nomination & Remuneration Policy

The Nomination and Remuneration Committee comprises of Ms. Gayathri Ramachandran (Chairperson), Mr. V. Ramanan and Mr. Nikhil Gandhi as Members. The terms of reference of the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and is annexed to this Report as 'Annexure V'.

Familiarisation Programme for Board Members

The Board Members are provided with necessary documents and policies to enable them to familiarise themselves with the Company's procedures and practices.

The details of such familiarisation programmes for Independent Directors of the Company are posted on the website of the Company at www.klgcapital.com/images/pdf/Policies-Codes/Familarisation-Programme- for-IDs-klg.pdf.

Vigil Mechanism/Whistle Blower Policy

The Company has implemented the Vigil Mechanism/Whistle Blower Policy which encourages the Whistle Blower to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

The details of Vigil Mechanism/Whistle Blower Policy are available on the website of the Company at www.klgcapital.com/ images/pdf/Policies-Codes/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

Sexual Harassment

During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars of Employees

None of the employees exceed the limit pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

Considering the nature of the business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, during the year under review.

There was no Foreign Exchange Earnings and Outgo during the year under review.

Certificate under clause 49(IX) of the Listing Agreement

In lieu of CEO/CFO, the Board of the Directors of the Company, has authorized the Manager to issue certificate under Clause 49(IX) of the Listing Agreement. The certificate forms part of this Report.

Code of Conduct

The Board of Directors has adopted the Code of Conduct for the Board Members and Senior Management Personnel. A confirmation from the Manager regarding compliance with the said Code by all the Directors and Senior Management Personnel forms part of this Annual Report. The Code of Conduct is posted on the website of the Company www.klgcapital.com.

Green Initiative

In accordance with the 'Green Initiative', the Company has been sending the Annual Report / Notice of AGM in electronic mode to those Members whose E-mail Ids are registered with the Company and / or the Depository Participants.

Your Directors are thankful to the Members for actively participating in the Green Initiative.

Appreciations and Acknowledgment

The Board of Directors wishes to express its sincere appreciation and thanks to all Members, Employees, Bankers, Clients, Advisors, Vendors, Government and other regulatory authorities for their consistent support and co-operation and look forward to their continued support and co-operation in future.

Registered Office: By Order of the Board of Directors

SKIL House, 209, Bank Street Cross Lane, Fort, Mumbai - 400 023 CIN: L67120MH1994PLC218169 Gayathri Ramachandran Ph: 022 - 6619 9000 Fax: 022 - 2269 6024 Chairperson Email: [email protected] DIN 02872723 Website: www.klgcapital.com

Place: Mumbai Date: August 12, 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31,2014.

FINANCIAL PERFORMANCE (STANDALONE):

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

(Rs. In Lacs)

Particulars 2013-2014 2012-2013

Net Income 47.77 344.08

Less: Expenditure 22.87 155.12

Profit before Depreciation & Taxation 24.90 188.96

Less: Depreciation 0.07 0.09

Profit before Tax 24.83 188.87

Less: Taxes 10.19 75.55

Profit after Tax 14.63 113.32

Less: Transfer to Statutory 2.93 22.66 Reserve Account as per Section 45-IC of Reserve Bank of India Act, 1934

Balance carried forward to Balance Sheet 11.70 90.66

Note: Previous year''s figures are regrouped/rearranged, wherever necessary.

DIVIDEND:

With a view to conserve resources, your Directors do not recommend dividend for the year under review.

REVIEW OF OPERATIONS:

Your Company is a Non-deposit taking Non-Banking Financial Company. During the year under review, the Company has earned total income of Rs. 47.77 Lacs as compared to the income of Rs. 344.08 Lacs during the previous financial year. The profit after tax as on March 31,2014 amounted to Rs. 14.63 Lacs as against profit of Rs. 113.32 Lacs during the previous financial year. AUTHORISED SHARE CAPITAL

Your Directors, in the Board Meeting held on March 31, 2014, withdrew the resolutions passed through postal ballot on April 12, 2013, for increasing the Authorised Share Capital of the Company, alteration of Memorandum and Articles of Association of the Company and Preferential allotment of preference shares to Promoter Company. Accordingly, appropriate resolutions in this regard are being proposed at the ensuing Annual General Meeting ("AGM") for ratification of the Members.

DIRECTORS:

Mr. Nilesh Mehta retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board of Directors at their Meeting held on August 14, 2014, resolved that Mr. Nikhil Gandhi, whose period of office was not liable to determination by retirement of directors by rotation, shall be made eligible for retirement by rotation, subject to the approval of the Members, in order to have optimum number of Directors whose period of office is liable to determination by retirement of directors by rotation in terms of section 152 of the Companies Act, 2013.

Ms. Gayathri Ramachandran has been appointed as an Additional Director under the category Independent Director, on May 30, 2014 and she holds office up to the date of ensuing AGM.

Mr. V. Ramanan and Ms. Gayathri Ramachandran, who constitute the Independent Directors, have filed the requisite declarations with the Company to the effect that they qualify as Independent Directors within the meaning of Section 149(6) of the said Act. Appropriate Resolutions are being proposed at the ensuing AGM to appoint them for a period of five consecutive years and they shall not be liable to retire by rotation as contemplated under Section 149 of the said Companies Act, 2013.

Brief profiles of Directors proposed to be appointed/re-appointed as aforesaid is provided in the Exhibit to the Notice of ensuing AGM. The Board of Directors recommends appointment / reappointment of all the above Directors at the ensuing AGM.

The tenure of Mr. Hemendra Singh as Whole-time Director of the Company completed on September 30, 2013 and he was re- appointed by the Board of Directors for a further period commencing from October 1,2013 upto September 30, 2014, subject to the approval of Members. Mr. Hemendra Singh ceased to be Director and Whole-time Director of the Company with effect from closure of working hours on February 11,2014. Though he ceased to be the Whole-time Director of the Company, approval of Members is being sought for the extended tenure served by him i.e., from October 1, 2013 upto closure of working hours on February 11,2014, for compliance with the requirements of Companies Act, 2013 and the Rules made thereunder. Accordingly, a resolution is being proposed at the ensuing AGM for ratification and approval of the Members.

Mr. B. G. Daga retired at the 19th AGM held on September 30, 2013, as he did not opt for re-appointment due to his pre-occupations. Mr. B. S. Bhalerao resigned from the Directorship of the Company with effect from August 14, 2014 due to his ill health.

The Board places on record, its appreciation for the valuable contribution made by Mr. Hemendra Singh, Mr. B. G. Daga and Mr. B. S. Bhalerao during their tenure.

MANAGER:

The Board of Directors of the Company at their Meeting held on February 12, 2014, appointed Mr. Milan Mandani as Manager pursuant to the provisions of Section 196 and 203 of the Companies Act, 2013 and the Rules made thereunder read with Schedule V thereto (corresponding to Section 269 and other applicable provisions of the Companies Act, 1956 read with Schedule XIII to the Companies Act, 1956), for a period of two years commencing from February 12, 2014, subject to the approval of Members and such other approvals as may be required.

Accordingly, appropriate resolution for appointment of Mr. Milan Mandani as Manager is being proposed at the ensuing AGM for ratification and approval of the Members.

SUBSIDIARY COMPANY:

Your Company has one wholly owned subsidiary namely KLG Stock Brokers Private Limited ("KSBPL"). KSBPL is admitted as a Deposit Based Trading Member of Cash and Equity Derivatives Segment of BSE Limited. However, it is yet to commence the business.

As per Section 212 of the erstwhile Companies Act, 1956, the Company is required to attach the Balance Sheet, Statement of Profit and Loss together with Reports of Directors and Auditors thereon and other documents of its subsidiary companies to its Annual Report. The Ministry of Corporate Affairs (MCA), Government of India vide its General Circular No. 2/2011 and 3/2011 dated February 8, 2011 and February 21,2011, respectively, has provided an exemption to the companies from complying with section 212, subject to certain conditions being fulfilled by the Company. The Board of Directors of the Company at its Meeting held on May 30, 2014, noted the provisions of said Circular and passed the necessary resolution granting the requisite approval for not attaching the accounts, etc of KSBPL to its Annual Report for the year ended March 31,2014, subject to complying with the provisions of the said circular.

The Company undertakes that annual accounts of KSBPL and related detailed information will be made available to the Members of the Company seeking such information at any point of time. The annual accounts of KSBPL will be available for inspection at the Registered Office of the Company and of KSBPL. The Company shall furnish the hard copy of the detailed accounts of KSBPL to Members on demand.

In accordance with the requirements of Accounting Standard notified by the Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements of the Company have been prepared and the same forms part of this Annual Report. Statement of particulars of subsidiary company as per the said General Circulars issued by MCA forms part of the Consolidated Financial Statements.

PARTICULARS OF LOANS/ADVANCES GIVEN TO SUBSIDIARY COMPANY:

Pursuant to Clause 32 of the Listing Agreement, the requisite particulars of loans/advances given to subsidiary have been disclosed in the Audited Accounts of the Company for the year March 31,2014.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits under the provisions of Section 58A of the Companies Act, 1956, during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the erstwhile Companies Act, 1956, your Directors confirm that;

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

(ii) They 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 and loss of the Company for that year;

(iii) They 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; and

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company adopts high standards of Corporate Governance and adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). A section on Corporate Governance, along with a certificate from Mr. Aashish K. Bhatt, Proprietor of M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange forms part of this Report.

A review of operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which forms part of this Report.

CEO/CFO CERTIFICATION

In lieu of CEO/CFO, the Board of Directors of the Company, at the Meeting held on February 12, 2014, authorised the Manager to issue certificates as may be required under Listing Agreement from time to time. Accordingly, the Certificate pursuant to Clause 49(V) of the Listing Agreement issued by the Manager, in lieu of CEO/CFO, for the year ended March 31, 2014, forms part of this Report.

COMPLIANCE CERTIFICATE

The Compliance Certificate for the financial year ended March 31,2014, pursuant to section 383A of the erstwhile Companies Act, 1956, issued by Mr. Aashish K. Bhatt, Proprietor of M/s. Aashish K. Bhatt & Associates, Practising Company Secretaries, forms part of this Report.

LISTING ARRANGEMENT:

The Company''s Equity shares are listed on BSE Limited. The Company has paid Annual Listing Fees to the Stock Exchange for the financial year 2014-15.

COMPANIES ACT, 2013

The Ministry of Corporate Affairs has made a major part of the provisions of the Companies Act, 2013 effective from April 1,2014. The new Companies Act, 2013 aims at enhanced disclosures and reporting for the corporate sector with numerous compliance requirements.

The new Act is a positive step towards strengthening the corporate governance regime in the country. Your Company is geared to implement and comply with the new requirements of law. As a beginning towards this, your Company constituted/re-aligned various Committees of the Board of Directors in accordance with the provisions of Companies Act, 2013 as under:

AUDIT COMMITTEE

The Audit Committee comprises three Directors, viz; Ms. Gayathri Ramachandran (Chairperson), Mr. V. Ramanan and Mr. Nilesh Mehta as Members of the Committee. The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to corporate governance norms.

In the Board Meeting held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Audit Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1,2014.

The Audit Committee has reviewed the Audited Accounts of the Company for the year ended March 31,2014, annexed to this Report.

NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Companies Act, 2013, your Company re-aligned its existing ''Remuneration Committee'' as ''Nomination and Remuneration Committee'' with an enhanced scope and functions as stipulated under the new law. The Nomination & Remuneration Committee of the Company comprises three Directors, viz; Mr. V. Ramanan (Chairman), Mr. Nikhil Gandhi and Ms. Gayathri Ramachandran as Members of the Committee.

In the Board Meeting held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Nomination and Remuneration Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1,2014.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company re-aligned its existing ''Shareholders / Investor''s Grievance Committee'' as ''Stakeholders Relationship Committee'' with an enhanced scope and functioning as stipulated under the new law. The Stakeholders Relationship Committee comprises three Directors, viz; Mr. V. Ramanan (Chairman), Mr. Nikhil Gandhi and Mr. Nilesh Mehta as Members of the Committee.

In the Board Meeting held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Stakeholders Relationship Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1,2014.

AUDITORS:

The Statutory Auditors, M/s. NBS & Co., Chartered Accountants (ICAI Registration No. 110100W), hold office until the conclusion of ensuing AGM and are eligible for re-appointment for a term of upto five consecutive years as per Section 139 of the Companies Act, 2013. M/s. NBS & Co., while offering themselves for re-appointment, have provided certificate to the effect that, their re- appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013 and they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

In view of the above and based on the recommendation of the Audit Committee, the Board of Directors recommends re- appointment of M/s. NBS & Co. as the Statutory Auditors of the Company for a period of three consecutive years to hold office from the conclusion of Twentieth AGM till the conclusion of Twenty-third AGM of the Company, subject to ratification of their appointment by the Members at every AGM held after this AGM.

AUDITOR''S REPORT:

The Auditors'' Report on the Accounts of the Company for the financial year ended March 31,2014, is self explanatory and does not require any further explanation.

INTERNAL AUDITORS:

M/s. Sanjay & Vijay Associates, Chartered Accountants (Firm Registration No. 120123W), have been appointed as Internal Auditors for conducting internal audit of the Company for the financial year 2014-15.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the employees of the Company are covered under section 217(2A) of the erstwhile Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of the business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption as required under Section 217(1)(e) of the erstwhile Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, during the year under review.

There was no Foreign Exchange Earnings and Outgo during the year under review.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

The Board of Directors wishes to express its sincere appreciation and thanks to all Members, Employees, Bankers, Clients, Advisors, Vendors and Government Authorities and other regulatory authorities for their consistent support and co-operation and look forward to their continued support and co-operation in future.

For and on behalf of the Board of Directors

Place: Mumbai Nikhil P. Gandhi Nilesh Mehta Date: August 14, 2014 Director Director

Registered Office: SKIL House, 209, Bank Street Cross Lane, Fort, Mumbai - 400 023 CIN: L67120MH1994PLC218169 Ph: 022 - 6619 9000 Fax: 022 - 2269 6024 Email: [email protected] Website: www.klgcapital.com

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Mar 31, 2013

To, The Members of KLG CAPITAL SERVICES LIMITED

The Directors are pleased to present the 19th Annual Report together with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

The performance of your Company on standalone basis for the financial year ended March 31, 2013, as compared to the previous year is summarised below:

(Rs. in Lacs)

Particulars March 31, 2013 March 31, 2012

Net Income 344.08 521.39

Less: Expenditure 155.12 334.11

Profit before Depreciation and Tax 188.96 187.28

Less: Depreciation 0.09 0.11

Profit before Tax 188.87 187.17

Less: Taxes 75.55 164.85

Profit after Tax for the year 113.32 22.32

Less: Transfer to Statutory Reserve Account as per Section 45-IC of 22.66 4.46

Reserve Bank of India Act, 1934

Balance carried to Balance Sheet 246.44 155.78



Note: Previous year''s figures are regrouped/rearranged, wherever necessary.

DIVIDEND

With a view to conserve resources, the Directors do not recommend dividend for the year under review.

REVIEW OF OPERATIONS

Your Company is a Non-deposit taking Non-Banking Financial Company. During the year under review, the Company has earned total income of Rs. 344.08 Lacs as compared to the income of Rs. 521.39 Lacs during the previous financial year. The profit after tax as on March 31, 2013 amounted to Rs. 113.32 as against profit of Rs. 22.32 Lacs during the previous financial year.

SUBSIDIARY COMPANY

Your Company has one wholly owned subsidiary namely KLG Stock Brokers Private Limited ("KSBPL"). KSBPL is admitted as a Deposit Based Trading Member of Cash and Equity Derivatives Segment of BSE Limited. However, it is yet to commence the business.

General Exemption: In terms of General Circular No. 2/2011 dated February 8, 2011 read with General Circular No. 3/2011 dated February 21, 2011, issued by the Government of India - Ministry of Corporate Affairs under section 212(8) of the Companies Act, 1956, general exemption has been granted to companies from attaching the financial statements of subsidiaries subject to fulfillment of conditions prescribed in the said Circulars. The Company has complied with the conditions mentioned in the said circular and accordingly, the financial statements viz., Balance Sheet, Profit & Loss Account, Directors'' Report and Auditor''s Report of KSBPL have not been annexed to this Report. The brief financial information of KSBPL, as per the requirement of the said Circular, is annexed to the Consolidated Financial Statements of the Company, which forms part of this Annual Report.

Further, the Audited Accounts of KSBPL will be furnished upon written request from any Member of the Company. The Audited Accounts of KSBPL will be made available at the Company''s website i.e., www.klgcapital.com and will also be made available for inspection at the Registered Office of the Company and KSBPL. The Consolidated Financial Statements presented by the Company in this Annual report includes financial results of KSBPL.

DIRECTORS

The Board presently consists of six Directors which include one Executive Director and five Non-Executive Directors with three of such Non-Executive Directors being Independent Directors.

Mr. V. Ramanan was appointed as an Additional Director of the Company with effect from May 28, 2013 and he holds office in such capacity upto the date of this AGM. The appointment of Mr. V. Ramanan as Director is to be confirmed by the Members at the ensuing AGM. The Board recommends the appointment of Mr. V. Ramanan as a Director of the Company.

Mr. B. G. Daga, Director of the Company, is due for retirement by rotation at the ensuing AGM. Mr. B.G Daga, though being eligible, does not opt to be re-appointed as a Director of the Company due to his pre-occupation. Mr. S. S. Thakur resigned from the Directorship of the Company with effect from February 12, 2013, to comply with the Regulatory requirement on his being a Director of MCX Stock Exchange Limited. The Board placed on records its appreciation for the contribution made by them during their tenure as Directors of the Company.

The tenure of Mr. Hemendra Singh as Whole-time Director was completed on January 28, 2013. The Board had re-appointed him as Whole-time Director with effect from January 29, 2013 until the conclusion of ensuing AGM, subject to the approval of the Members. The Board recommends the approval of Members for the extended term of Mr. Hemendra Singh as Whole-time Director.

Pursuant to Clause 49 of the Listing Agreement, the brief profile of all the Directors proposed to be appointed/re-appointed at the ensuing AGM are provided in the Notice of ensuing AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that :

a) in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date;

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

d) the annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. NBS & Co., Chartered Accountants, Statutory Auditors of the Company, bearing ICAI Registration No. 110100W, retire at the conclusion of ensuing AGM and are eligible for re-appointment as required under the provisions of section 224(1B) of the Companies Act, 1956, the Company has obtained written certificate from the retiring auditors to the effect that their re-appointment, if made, would be within the limits prescribed under the said Act.

The Board recommends the re-appointment of M/s. NBS & Co., Chartered Accountants, as the Statutory Auditors of the Company.

AUDITORS'' REPORT

The Auditors'' Report to the Members on the Accounts of the Company for the year ended March 31, 2013, is self explanatory.

AUDIT COMMITTEE

The composition of the Audit Committee is in compliance with Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The present constitution of Audit Committee comprises of Mr. B. S. Bhalerao as Chairman and Mr. B. G. Daga, Mr. V. Ramanan and Mr. Nilesh Mehta as Members. The Audit Committee has reviewed the Accounts of the Company for the year ended March 31, 2013, annexed with this Report.

SHARE CAPITAL

The Authorised Share Capital of the Company was increased from Rs. 3,50,00,000/- (Rupees Three Crores Fifty Lacs Only) divided into 35,00,000 (Thirty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 45,00,00,000/- (Rupees Forty Five Crores only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each and 4,00,00,000 (Four Crores) Preference Shares of Rs. 10/- (Rupees Ten only) each vide resolution passed by way of Postal Ballot on April 12, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, prepared in accordance with the requirements of Clause 49 of the Listing Agreement, forms part of this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchange(s), a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from M/s. Aashish K. Bhatt & Associates, Practising Company Secretaries, confirming compliance forms part of this Report.

LISTING AGREEMENT COMPLIANCES

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the annual listing fees for the financial year 2013-2014 and has complied with the conditions of the Listing Agreement with BSE Limited.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public and hence there are no outstanding deposits as on March 31, 2013.

BUY BACK

No shares of the Company were bought back during the financial year under review.

COMPLIANCE CERTIFICATE

The Compliance Certificate for the financial year ended March 31, 2013, pursuant to section 383A of the Companies Act, 1956, issued by M/s. Aashish K. Bhatt & Associates, Practising Company Secretaries, forms part of this Report.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the employees of the Company are covered under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF LOANS/ADVANCES

The disclosure in terms of Clause 32 of the Listing Agreement has been made in the Audited Accounts of the Company for the financial year ended March 31, 2013, wherever necessary.

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

Considering the nature of business of the Company, there are no particulars to be disclosed in respect of conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988. There are no Foreign Exchange Earnings and Outgo during the year ended March 31, 2013.

PERSONNEL RELATIONS

The personnel relations of the Company remained cordial and peaceful throughout the year.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The ''Green Initiative in Corporate Governance'' programme was introduced by the Ministry of Corporate Affairs vide Circulars 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011, respectively, whereby Companies were given permission to send notices, documents including Annual Report, etc. in electronic mode. This reduces paper consumption to a great extent and allows Members to contribute towards a Greener Environment.

In this regard, Company had already issued a letter to all the Members giving them an advance opportunity to register their email address (and changes therein from time to time) with the Company so that the documents can be sent to them in the electronic mode. Accordingly, the Company has arranged to send the soft copies of these documents to the E-mail IDs of Members, wherever applicable. In case any of the Members would like to receive physical copies of these documents, the same shall be forwarded, free of cost, on written request made by Members to Link Intime India Private Limited, the Registrar and Share Transfer Agents of the Company.

ACKNOWLEDGEMENT

Your Directors thank all the Members, Employees, Bankers, Clients, Vendors and Government Authorities for their support during the year under review and look forward to their continued support in the future.



By Order of the Board of Directors

Sd/- Sd/-

Place : Mumbai Hemendra Singh B. S. Bhalerao

Date : August 28, 2013 Whole-time Director Director

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Mar 31, 2012

To The Members of KLG Capital Services Limited

The Directors have pleasure in presenting 18th Annual Report, together with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

The salient features of the Companys financial results (Standalone) for the year under review as compared with the figures of the previous year are as follows:

(Rs In Lacs)

Particulars March 31, 2012 March 31, 2011

Net Income 521.39 512.06

Less: Expenditure 334.12 285.59

Profit before Depreciation and Tax 187.27 226.47

Less: Depreciation 0.11 Nil

Profit before Tax 187.16 226.47

Less: Taxes 164.85 150.00

Profit after Tax for the year 22.31 76.47

Note: Previous years figures are regrouped/rearranged, wherever necessary.

DIVIDEND

With a view to conserve resources, the Directors do not recommend dividend for the year under review.

REVIEW OF OPERATIONS

Your Company is a Non-deposit taking Non-Banking Financial Company. During the year under review, the Company has earned total income of Rs. 521.39 Lacs as compared to the income of Rs. 512.06 Lacs during the previous financial year. The Company has made a profit after tax of Rs. 22.31 Lacs as against profit of Rs. 76.47 Lacs during the previous financial year.

SUBSIDIARY COMPANY

Your Company has one wholly owned subsidiary namely KLG Stock Brokers Private Limited ("KSBPL"). KSBPL holds Deposit Based Trading Membership of Cash Segment and Equity Derivatives Segment of the BSE Limited.

General Exemption: The Ministry of Corporate Affairs, vide its General Circular No. 2/ 2011 dated February 8, 2011, has granted general exemption under section 212(8) of the Companies Act, 1956, to Companies from not attaching the accounts and related documents of subsidiaries in their Annual Report subject to fulfillment of certain conditions prescribed therein. The Company has complied with all the conditions mentioned in the said circular. Accordingly, the Balance Sheet, Profit & Loss Account, Directors Report and Auditors Report of KSBPL have not been attached to this Report. The Financial information of KSBPL, as per the requirement of the said Circular, is annexed to the Consolidated Financial Statements.

Further, the Annual Accounts of KSBPL will be made available upon written request by any Member of the Company The Annual Accounts of KSBPL will be made available at the Companys website i.e., www.klgcapital.com and will also be available for inspection at the Registered Office of the Company and KSBPL. The Consolidated Financial Statements presented by the Company includes financial results of KSBPL.

DIRECTORS

The Board presently consists of six Non-Executive Directors and one Whole-time Director. In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jitendra Sanghavi and Mr. Nils Mehta, Directors of the Company, retire by rotation at the ensuing Annual General Meeting. Mr. Nils Mehta, being eligible, offers himself for re-appointment. The Board recommends the re-appointment of Mr. Nilesh Mehta for the approval of the Members. Mr. Jitendra Songhai, though being eligible for re-appointment, does not opt to be re-appointed due to his pre-occupation. The Board places on record its appreciation for the valuable services rendered by Mr. Jitendra Songhai during his tenure as a Director of the Company.

Mr. B. S. Bhalerao was appointed as an Additional Director of the Company w.e.f. May 28, 2012. He holds office upto the date of ensuing Annual General Meeting. The Company has received notice pursuant to section 257 of the Companies Act, 1956, from a Member signifying his intention to propose the appointment Mr. B. S. Bhalerao as Director at the ensuing

Annual General Meeting. The appointment of Mr. B. S. Bhalerao as Director is to be confirmed by the Members at the ensuing Annual General Meeting. The Board recommends the appointment of Mr. B. S. Bhalerao as a Director of the Company.

Pursuant to Clause 49 of the Listing Agreement, the brief profiles of all the Directors proposed to be appointed/re-appointed at the ensuing Annual General Meeting are provided in the Notice of ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state 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 explanation relating to the 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 as at March 31, 2012 and of the profit or loss of the Company for that year;

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 annual accounts on a going concern basis.

AUDITORS

M/s. NBS & Co., Chartered Accountants, Statutory Auditors of the Company, bearing ICAI Registration No. 110100W, retire at the conclusion of ensuing Annual General Meeting and being eligible, have confirmed their eligibility and willingness to accept office, if re-appointed.

As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained written certificate from the retiring auditors to the effect that their re-appointment, if made, would be within the limits prescribed under the said Act.

AUDITORS REPORT

The Auditors Report to the Members on the Accounts of the Company for the year ended March 31, 2012, is self-explanatory. AUDIT COMMITTEE

The composition of the Audit Committee is in compliance with Clause 49 of the Listing Agreement. The Audit Committee of the Board was re-constituted on May 28, 2012. The Audit Committee of the Board presently comprises of Mr. B. S. Bhalerao as Chairman and Mr. B. G. Daga, Mr. S. S. Thakur and Mr. Nilesh Mehta as Members. The Audit Committee has reviewed the Accounts of the Company for the year ended March 31, 2012, annexed with this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, prepared in accordance with the requirements of Clause 49 of the Listing Agreement, forms a part of this Annual Report.

CORPORATE GOVERNANCE

The Company has been following the principles and practices of good Corporate Governance and has ensured due compliance with all the applicable requirements stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A detailed report on Corporate Governance forms a part of this Annual Report M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, have certified the Companys compliance with the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report on Corporate Governance.

RBI COMPLIANCES

The Company has followed the guidelines of Reserve Bank of India with regard to prudential norms, capital adequacy and other norms stipulated from time to time and as applicable to Non-Deposit taking NBFCs.

LISTING AGREEMENT

The Equity Shares of the Company are listed on BSE Limited. The Company has paid the annual listing fees for the financial year 2012-2013. The Company has duly complied with various requirements and conditions stipulated under the Listing Agreement with BSE Limited.

DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public and hence there are no outstanding deposits as on March 31, 2012.

BUY BACK

No shares of the Company were bought back during the financial year under review.

COMPLIANCE CERTIFICATE

The Compliance Certificate pursuant to section 383A of the Companies Act, 1956, issued by Mr. Aashish Bhatt, Practicing Company Secretary, for the year ended March 31, 2012, forms part of this Report.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the employees of the Company are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is provided hereunder:

Conservation of Energy : Not Applicable

Technology Absorption : Nil

Foreign Exchange Earnings and Outgo : Nil

PERSONNEL RELATIONS

The personnel relations of the Company remained cordial and peaceful throughout the year.

INVESTOR RELATIONS

The Company continues to provide prompt investor service through quick resolution of investor grievances. The Company has designated an E-mail ID viz. [email protected] to enable the investors to post their grievances and the Company to monitor its redressed.

The securities of your Company are listed at BSE Limited. The Members are requested to refer to General Shareholders Information given in Corporate Governance Report annexed to this report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The 'Green Initiative in Corporate Governance programmed was introduced by the Ministry of Corporate Affairs vide Circulars 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011, respectively, whereby Companies are permitted to send notices, documents including Annual Report, etc. in electronic mode. This reduces paper consumption to a great extent and allows Members to contribute towards a Greener Environment.

In this regard, Company had already issued a letter to all the Members giving them an advance opportunity to register their email address (and changes therein from time to time) with the Company so that the documents can be sent to them in the electronic mode. Accordingly, the Company has arranged to send the soft copies of these documents to the E-mail IDs of Members, wherever applicable. In case any of the Members would like to receive physical copies of these documents, the same shall be forwarded, free of cost, on written request made by Members to the Registrar and Share Transfer Agents of the Company i.e., Link In time India Private Limited.

ACKNOWLEDGEMENT

Your Directors thank all the employees, the Bankers, the Clients, Vendors and Government Authorities for their support during the year under review and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Place: Mumbai Hemendra Singh B. S. Bhalerao

Date: August 14, 2012 Whole-time Director Director

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Mar 31, 2010

The Directors have pleasure in presenting 16m Annual Report, together with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

The salient features of the Companys financial results for the year under review are as follows:

Particulars Year Ended Year Ended 31st March, 2010 31st March, 2009 (Rs.) (Rs.)

Total Income 5017288 4950000

Total Expenditure 837304 2672504

Profit before Depreciation and Tax 4179984 2277496

Depreciation - -

Profit before Tax 4179984 2277496

Current Tax 1300000 700000

Provision for FBT - 285

Profit after Tax for the year 2879984 1577211

DIVIDEND

With the view to conserve resources the Directors do not recommend any dividend for the year under review.

REVIEW OF OPERATIONS

The Company had total income of Rs. 50.17 Lacs during the year under review as compared to Rs. 49.50 Lacs for the previous year and the company had made a profit befor tax of Rs. 41.79 Lacs as compared to a profit of Rs. 22.77 Lacs during the previous year.

DIRECTORS

In accordance with the provisions of Companies Act, 1956, Mr. Jitendra Sanghavi, Director of the Company retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Mr. Nilesh Mehta was appointed as Additional Director w.e.f.September 29, 2009 and hold the office as Director upto the date of the ensuing Annual General Meeting. The Board recommends his appointment as Director who is liable to retire by rotation.

Mr. Hemendra Singh was appointed as Additional Director and Whole Time Director on January 29, 2010 and his appointment as Director and Whole Time Director is to be confirmed by shareholders in the Annual General Meeting

Brief resume of the Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Memberships/Chairmanships of Board Committees, are provided in the Notice of the Annual General meeting which is forms part of the Annual Report.

Mr. Hemant Patel and Mr. Praveen Mohnot has tendered their resignation from the Directorships w.e.f. September 23, 2009. The Board places on record its appreciation for the valuable contribution made by them during their tenure as Directors of the Company

AUDITORS

M/s NBS & Co., Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of section 226 of the said Act.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any reservations, qualification or adverse remark.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis on the operations of the Company is provided in a separate section and it forms part of this report.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with certificate from Practicing Company Secretary on compliance with the conditions as stipulated under Clause 49 is annexed to the Annual Report.

LISTING AGREEMENT

The Companys Equity Shares are listed on the Bombay Stock Exchange Ltd. (BSE) and listing fee has been paid up to date.

The Company has duly complied with various requirements and compliances under various clauses of Listing Agreement from time to time, as required by the listed company.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public during the financial year 2009-10.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the Directors would like to state that: -

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;

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 annual accounts has been prepared on a going concern basis.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorptions is not applicable to the Company.

The Directors also certify that during the year, the companys foreign exchange earnings and outgo both are nil.

PARTICULARS OF EMPLOYEES

The information required pursuant to provisions of Section 217(2A) of the Companies Act, 1956 relating to the Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company, is not applicable to the Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the co-operation and support received from all the stakeholders.

For and on behalf of the Board

Date: May 20, 2010 Hemendra Singh Nilesh Mehta

Place : Mumbai Whole Time Director Director