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Directors Report of Transwarranty Finance Ltd.

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of the Company along with the financial statements for the financial year ended 31st March, 2017.

Financial Highlights

The table given below gives the financial highlights of the Company for the year ended 31st March, 2017, as compared to the previous financial year.

(Rs. in Lacs)

Financial Results

2016-17

2015-16

Standalone

Total Income

1185.62

1001.48

Total Expenses

1097.27

992.15

Provision for taxation

16.75

2.80

MAT Credit Entitlement

(2.74)

(3.21)

Deferred tax

(0.03)

0.11

Reversal of excess provision

-

4.67

Net profit for the year

74.37

14.30

Profit available for appropriation

74.37

14.30

Appropriations:

Reserves u/s.45 1C of RBI Act

14.87

2.86

Dividend:

In order to consolidate the financial position of the Company, the Board has decided to skip the dividend for the financial year ended 31st March, 2017.

Subsidiary Companies:

Vertex Securities Limited(VSL), Vertex Commodities And Finpro Private Limited (VCFPL), Transwarranty Capital Market Services Private Limited (TCMSPL) and Transwarranty Consultants Private Limited (TCPL) are the subsidiaries of the Company.

VSL and VCFPL are engaged in the following businesses:

1. Stock and currency broking services to retail, HNI and institutional clients.

2. Commodity broking services through Vertex Commodities And Finpro Pvt. Ltd (VCFPL) to retail, HNI and corporate clients.

3. Merchant banking.

Vertex Securities Limited (VSL) is a member of: -

1. National Stock Exchange of India Limited (NSE)

2. Bombay Stock Exchange Limited, (BSE)

3. National Securities Depository Ltd., (NSDL) (for depository services)

4. SEBI registration as a Merchant Banker

5. Association of Mutual Funds of India(AMFI) registered Mutual Fund Advisor.

Vertex Commodities And Finpro Private Limited(VCFPL)is amember of following commodity exchanges: -

1. Multi Commodity Exchange of India (MCX)

2. National Commodity and Derivative Exchange (NCDEX)

3. National Multi Commodity Exchange (NMCE)

During the financial year 2016-17, Transwarranty Capital Market Services Pvt. Ltd. (TCMSPL) and Transwarranty Consultants Pvt. Ltd. (TCPL) become the wholly owned subsidiaries of the Company. TCMSPL and TCPL are engaged in the business of financial and management consultancy and advisory services.

During the year ended 31st March, 2017, the subsidiary company, Vertex Securities Limited earned revenue of Rs. 659.35 lakhs as compared to Rs. 523.72 lakhs in the previous year. The operations have recorded a profit of Rs. 39.33 lakhs as compared to a loss of Rs. 61.04 lakhs in the previous year.

The subsidiary company, Vertex Commodities And Finpro Private Limited had total revenue of Rs. 139.78 lakhs and profit of Rs. 9.01 lakhs as on 31st March, 2017 as against the total revenue of Rs. 96.84 lakhs and profit of Rs. 0.33 lakhs respectively in the previous year.

The subsidiary company, Transwarranty Capital Market Services Pvt. Ltd had recorded a loss of Rs. 0.56 lakh as on 31st March, 2017 as against Rs. 0.07 lakh in the previous year and Transwarranty Consultants Pvt. Ltd. had recorded a loss of Rs. 0.11 lakh as on 31st March, 2017.

During the year under report, the consolidated revenue of the Company was Rs. 1983.45 lakhs as against Rs. 1622 lakhs in the previous year. The net profit after tax was Rs. 122.04 lakhs as against net loss of Rs. 46.42 lakhs in the previous year.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company''s subsidiaries in Form AOC

1 is attached to the financial statements of the Company.

Management Discussion and Analysis:

A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis, which forms part of this report as Annexure A.

Corporate Governance Report:

A detailed report on Corporate Governance and Auditors Certificate on compliance with Corporate Governance Requirements by the Company is attached and also forms part of this report as Annexure B.

Consolidated Financial Statements:

Pursuant to Section 136 of the Companies Act, 2013, the standalone financial statements of the Company, consolidated financial statements along with the relevant documents form part of the Annual Report and separate audited accounts in respect of the subsidiaries are available on the website of the Company.

Auditors'' Report

There are no qualifications in the Auditors'' Report for standalone accounts for the financial year ended 31st March 2017. Referring to observations given under "Basis for Qualified Opinion" in the Independent Auditors Report for Consolidated Accounts, it is clarified that as the Company has initiated legal actions for the recovery of the dues and it will not be prudent to make any provisions as the cases are in various stages in different Courts.

The Statement on Impact of Audit Qualification submitted to the stock exchange pursuant to SEBI Listing Regulations for modified opinion in Audit Report for consolidated accounts is appended to this report as Annexure C.

Directors'' Responsibility Statement:

In terms of Section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. 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 31st March, 2017 and profit of the Company for the year ended on that date;

3. They 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;

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

5. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Deposits:

During the financial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees and Investments:

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.

Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. U. Ramachandran, Director of the Company (DIN 00493707), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board has recommended his re-appointment.

Familiarization Programme for Directors:

At the time of appointment of a Director, a formal letter of appointment is given to the Director. The Director is also explained in detail the role, function, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act, 2013, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015[Listing Regulations]. Further the Managing Director also will have one to one discussion with the newly appointed Director to familiarize with the Company''s operation.

Performance of Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by SEBI Listing Regulations.

The evaluation was done on various parameters like vision and strategy, Board participation, disclosure of interest, review of risk management policies, leadership skills, good governance, marketing and corporate communications etc.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Meetings

The details regarding the meeting of the Board of Directors, Committees of the Board and meeting of Independent Directors are provided in the Report on Corporate Governance, which forms part of the Annual Report.

Extract of Annual Return

An extract of Annual return in Form MGT-9 is appended to this report as Annexure D.

Risk Management:

The Company has adopted a Risk Management Policy for the Company including identification therein the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives/the Board to control the exposure of the risk and balance the impact of risk on a continuous basis.

Nomination & Remuneration Policy

The Board on the recommendation of Nomination, Remuneration & Compensation Committee has adopted a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The details of this Policy are provided in the Corporate Governance Report.

Sexual Harassment Policy

In line with the requirements of Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (Act), the Company has in place a policy to prevent sexual harassment of women at workplace. Your Directors state that during the year under review, there were no cases filed pursuant to the above Act.

Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business of the Company. The employees are encouraged to voice their concerns by way of whistle blower policy and all the employees have been given access to the Audit Committee. All cases registered under the Code of Business Principles and Whistle Blower Policy will be reported to the Audit Committee.

Employees'' Stock Option Plan 2008 (ESOP):

During the financial year 2016-17, 61,650 equity shares of Rs. 10 each have been vested pursuant to ESOP Scheme. Disclosures as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, and disclosure pursuant to the Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 are provided as Annexure E to the Board''s Report.

Independent Directors:

The Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed for independent directors under Section 149(6) of the Act and Regulation 16(b) of the SEBI Listing Regulations.

During the year under review a meeting of Independent Directors was held on 20.02.2017.

Related Party Transactions:

All related party transactions that were entered into during the year were on arm''s length basis and in the ordinary course of business. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors. The disclosures on the Related Party Transactions in Form AOC-2 is provided as Annexure F to the Board''s Report.

Auditors:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereafter, M/s. Rahul Gautam Divan and Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the twenty first annual general meeting (AGM) of the Company held on September 11, 2015 till the conclusion of the twenty fifth AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. The Company has received eligibility certificate in terms of Section 139 of the Companies Act, 2013 and consent from the auditors.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Mr. M. P. Sharma, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as part of this Report as Annexure G. The Report does not contain any qualifications, reservations, or adverse remarks.

Energy Conservation, Technology Absorption:

Because of the nature of activities being carried on by the Company, the particulars are not applicable.

Foreign Exchange Earnings and outgo:

Earnings - Nil

Outgo - Rs. 4.33 lakhs

Particulars of Employees and related disclosure:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,as amended from time to time is attached herewith as Annexure H.

Acknowledgement:

Your Directors acknowledge the support and counsel extended by the bankers, government agencies, shareholders, investors, employees and others associated with the Company. The Directors look forward the same in future also.

For and on behalf of Board of Directors

Place: Mumbai Kumar Nair U. Ramachandran

Date: April 27, 2017 Managing Director Director & CFO

(DIN 00320541) (DIN 00493707)


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations of the Company along with the financial statements for the Financial Year ended 31st March, 2015.

Financial Highlights

The table given below gives the financial highlights of the Company for the year ended 31st March, 2015, as compared to the previous financial year.

(Rs. In lakhs)

2014-15 2013-14

Total Income 802.98 894.47

Interest and finance charges 15.03 37.38

Depreciation 8.16 12.81

Provision for taxation 3.20 1.02

MAT Credit Entitlement (-)1.02 -

Deferred tax (-)0.10 (-)1.09

(Excess)/Short provision for Income 3.84 -

Tax :

Profit / Loss after tax 11.09 22.71

Prior Period Expenses 0.13 -

Net profit for the year 10.96 22.71

Profit available for appropriation 10.96 22.71

Appropriations:

Reserves u/s. 45 1C of RBI Act 2.19 4.54

Depreciation transferred to 1.35 -

Retained Earnings, as per Schedule II of Companies Act, 2013

Dividend:

In order to consolidate the financial position of the Company the Board has decided to skip the dividend for the financial year ended 31st March, 2015.

Subsidiary Companies:

Vertex Securities Limited (VSL) and Vertex Commodities And Finpro Private Limited (VCFPL) are the subsidiaries of the Company engaged in the following businesses:-

1. Stock broking focusing business mainly on southern and western India. The company caters to retail, HNI and institutional clients.

2. Currency derivatives segment.

3. Commodity broking through Vertex Commodities And Finpro Pvt. Ltd. (VCFPL) and services retail, HNI and corporate clients.

4. Merchant banking.

Vertex Securities Limited (VSL) is a member of: -

1. National Stock Exchange of India Limited (NSE)

2. Bombay Stock Exchange Limited, (BSE)

3. Cochin Stock Exchange Limited, (CSE)

4. OTC Exchange of India ,(OTCEI)

5. National Securities Depository Ltd., (NSDL) (for depository services)

6. SEBI registration as a Merchant Banker

7. MCX Stock Exchange Limited. (MCX Sx)

Vertex Commodities And Finpro Private Limited (VCFPL) is a member of following commodity exchanges: -

1. Multi Commodity Exchange of India (MCX)

2. National Commodity and Derivative Exchange (NCDEX)

3. National Multi Commodity Exchange (NMCE)

4. National Spot Exchange of India Limited (NSEIL)

During the year under report, the consolidated revenue of these two subsidiaries was Rs. 596.49 lakhs as against Rs. 583.51 lakhs in the previous year. The net loss after tax was Rs. 33.34 lakhs as against net loss of Rs. 152.92 lakhs in the previous year.

The Company has two subsidiaries namely Vertex Securities Limited and Vertex Commodities and Finpro Pvt. Ltd. as on March 31, 2015 and there are no associate companies within the meaning of Section 2 (6) of the Companies Act, 2013. There have been no material changes in the business of the subsidiary companies.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form AOC 1 is attached to the financial statements of the Company.

Management Discussion and Analysis:

A detailed review on the operations and performance of the Company and its business is given in the Management Discussion and Analysis which forms part of this report.

Corporate Governance Report:

A detailed report on Corporate Governance forms part of this Report. Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached also forms part of this report.

Consolidated Financial Statements:

Pursuant to Section 136 of the Companies Act, 2013, the standalone financial statements, of the Company, consolidated financial statements along with the relevant documents form part of the Annual Report and separate audited accounts in respect of the subsidiaries are available on the website of the Company.

Directors' Responsibility Statement:

In terms of Section 134 (3) (c) of the Companies Act, 2013 your Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. 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 31st March, 2015 and profit of the Company for the year ended on that date;

3. They 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;

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

5. They have laid down proper internal financial controls to be followed by the Company and they were adequate and operating effectively and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Deposits:

During the financial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees and Investments:

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.

Directors:

Mr. Kumar Nair retires by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013.

During the under review Mr. Pravin D. Khatau (DIN 02425468) and Mr. K. Jay Chandran (DIN 00508434) resigned as Directors of the Company with effect from 27th January, 2015 due to personal reasons. The Board places on record its deep appreciation of the services rendered by these Directors'

The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Mr. Pravin D. Khatau (DIN 02425468) as Additional Director (Independent) and Mr. U. Ramachandran (DIN 00493707) as Additional Director - Finance and Chief Finance Officer with effect from 25th February, 2015 and Mrs. Nirmala Sachin Parab (DIN 07149007) as Additional Director (Independent) with effect from 30th March, 2015. Pursuant to Section 161 of the Companies Act, 2013 the additional directors hold office upto the date of the ensuing Annual General Meeting. The Company has received notice under Section 160 of the Companies Act, 2013 along with the requisite deposit proposing the appointment of Mr. Pravin D Khatau, Mr. U. Ramachandran, and Mrs. Nirmala Sachin Parab, at the ensuing Annual General Meeting.

Familiarization Programme for Directors:

At the time of appointment of a Director, a formal letter of appointment is given to him/her. The Director is also explained in detail the role, function, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act 2013, and Listing Agreement with stock exchanges. Further the Managing Director also will have one to one discussion with the newly appointed Director to familiarize with the Company's operation.

Performance of Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its committees.

The evaluation was done on various parameters like vision and strategy, Board participation disclosure of interest, review of risk management policies, leadership skills, good governance, marketing and corporate communications etc.

Risk Management:

The Company has adopted a Risk Management Policy for the Company including identification therein the elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives/the Board to control the exposure of the risk and balance the impact of risk on a continuous basis.

Sexual Harassment Policy

In line with the requirements of Sexual harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act 2013 (Act), the Company has in place a policy to prevent sexual harassment of women at workplace. Your Directors state that during the year under review, there were no cases filed pursuant to the above Act.

Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to provide appropriate avenues to the Directors and Employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business of the Company. The employees are encouraged to voice their concerns by way of whistle blower policy and all the employees have been given access to the Audit Committee. All cases registered under the Code of Business Principles and Whistle Blower Policy will be reported to the Audit Committee.

Employees' Stock Option Plan 2008 (ESOP):

Particulars 31.03.2015 31.03.2014 31.03.2013

Options outstanding at the 5,20,319 7,65,769 8,52,237

beginning of the year

Prior Period Adjustments (2,05,419)

Options granted during the year Nil Nil Nil

Options vested during the year 88,939 Nil 1,04,607

Options exercised during the year Nil Nil Nil

Options forfeited during the year 30,375 Nil 66,375

Options lapsed/surrendered 42,811 2,45,450 18,218

during the year

Options outstanding at the end of 1,52,775 5,20,319 7,65,769 the year

Particulars 31.03.2012 31.03.2011 31.03.2010 31.03.2009

Options outstanding at the 4,82,266 4,86,766 6,84,000 10,00,000 beginning of the year

Prior Period Adjustments

Options granted during the 5,96,500 Nil 92,500 6,84,000 year

Options vested during the 50,446 Nil 22,666 Nil year

Options exercised during the Nil Nil Nil year

Options forfeited during the 2,13,750 4,500 2,57,000 Nil year

Options lapsed/surrendered 14,654 Nil 32,734 Nil during the year

Options outstanding at the 8,50,362 4,82,266 4,86,766 6,84,000 end of the year

Had fair value method been used, the compensation cost would have been higher by Rs. 6.87 lakhs (previous year. Rs. 8.05 lakhs). Profit after tax would have been lower by Rs. 6.87 lakhs (Previous year Rs. 8.05 lakhs) and EPS both basic and diluted would have been Rs. 0.02 per share (previous year Rs. 0.06 per share)

Independent Directors Meeting:

During the year under review a meeting of Independent Directors was held on 25.02.2015.

Related Party Transactions:

All related party transactions that were entered into during the year were on arm's length basis and in the ordinary course business. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors. The details of the transactions with related parties are given in the financial statements.

Auditors:

M/s. Rahul Gautam Divan and Associates retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting. The Company has received eligibility certificate in terms of Section 139 of the Companies Act, 2013 and consent from the retiring auditors and accordingly the Audit Committee has recommended the re-appointment of the retiring auditors for a further period of consecutive four years upto the conclusion the Annual General Meeting in the year 2019 subject to ratification by Members at every Annual General Meeting.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Mr. M. P. Sharma, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as part of this Report.

Energy Conservation, Technology Absorption :

Because of the nature of activities being carried on by the Company, the particulars are not applicable.

Foreign Exchange Earnings and outgo:

Earnings - Rs. 25.71 lakhs

Outgo - Rs.6.46 lakhs

Particulars of Employees and related disclosure:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Acknowledgement:

Your Directors acknowledge the support and counsel extended by the bankers, government agencies, shareholders, investors, employees and others associated with the Company. The Directors look forward the same in future also.

For and on behalf of Board of Directors

Mumbai Kumar Nair May 27, 2015 Managing Director (DIN 00320541)


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

(in lacs)

Financial Results 2013-14 2012-13

Total Income 894.47 1431.55

Interest and finance charges 37.38 57.96

Depredation 12.81 15.68

Provision for taxation 1.02 -

Deferred tax (1.09) (1-84)

Profit / (Loss) after tax 22.71 (89.54)

Excess/short provision for - 19.50

Income Tax :

Net Profit / (Loss) for the year 22.71 (109.05)

Profit / (Loss) available for 22.71 (109.05)

appropriation

During the financial year under report the total revenue of the Company was Rs. 894.47 lakhs as against Rs. 1431.55 lakhs in the previous year. After meeting various expenses such as finance cost, employees benefit expenses, providing for depreciation etc the net profit was Rs. 22.71 lakhs as against net loss of Rs. 109.05 in the previous year.

Dividend:

In order to consolidate the financial position of the Company, Directors have not recommended dividend for the financial year 2013-14.

Future Outlook:

In spite of well diversified business model, the Company could not achieve the target during the financial year 2013-14. Directors are optimistic of achieving the set goal during the current financial year.

Had fair value method been used, the compensation cost would have been higher by Rs. 8.05 lakhs (previous year. Rs. 11.85 lakhs). Profit after tax would have been lower by T 8.05 lakhs (Previous year loss after tax would have been higher by Rs. 11.85 lakhs) and EPS both basic and diluted would have been Rs. 0.06 per share (previous year Rs. (0.49) per share)

Subsidiary Companies:

Vertex Securities Limited (VSL) and Vertex Commodities And Finpro Private Limited (VCFPL) are the subsidiaries of the Company engaged in the following businesses: -

1. Stock broking focusing business mainly on southern and western India. The company caters to retail, HNI and institutional clients.

2. Currency derivatives segment.

3. Commodity broking through Vertex Commodities And Finpro Pvt. Ltd (VCFPL) and services retail, HNI and corporate clients.

4. Merchant banking.

Vertex Securities Limited (VSL) is a member of: -

1. National Stock Exchange of India Limited, (NSE)

2. Bombay Stock Exchange Limited, (BSE)

3. Cochin Stock Exchange Limited, (CSE)

4. National Securities Depository Ltd., (NSDL) (for depository services)

5. SEBI registration as a Merchant Banker.

6. MCX Stock Exchange Limited. (MCX Sx)

Vertex Commodities And Finpro Private Limited (VCFPL) member of following commodity exchanges: -

1. Multi Commodity Exchange of India (MCX)

2. National Commodity and Derivative Exchange (NCDEX)

Employees'' Stock Option Plan 2008 (ESOP):

Parti 31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009 culars

Opt 7,65,769 8,52,237 4,82,266 4,86,766 6,84,000 10,00,000 ions outsta nding at the begin ning of the year

Optio Nil- Nil 5,96,500 Nil 92,500 6,84,000 ns gr anted during the year

Opti Nil 1,04,607 50,446 Nil 22,666 Nil ons vested during the year

Optio Nil 66,375 2,13,750 4,500 2,57,000 Nil ns for feited during the year

Opti Nil 18,218 14,654 Nil 32,734 Nil ons lapsed /surre ndered during the year

Optio 5,20,319 7,65,769 8,50,362 4,82,266 4,86,766 6,84,000 ns ou tstan ding at the end of the year

3. National Multi Commodity Exchange (NMCE)

4. National Spot Exchange of India Limited (NSEIL)

During the year under report, the consolidated revenue of these two subsidiaries was X 632.50 lakhs as against X 1177.38 lakhs in the previous year. The net loss after tax was X 152.92 lakhs as against net loss of X 163.25 lakhs in the previous year.

Auditors'' Report:

The Auditors report to the shareholders does not contain any qualification.

Auditors:

Messrs Rahul Gautam Divan & Associates retire as Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the auditors for the financial year 2013-14, if appointed. The Board and Audit Committee of the Company has recommended the re-appointment of Messrs. Rahul Gautam Divan & Associates, Chartered Accountants, as statutory auditor of the Company to hold office as such until the conclusion of the next Annual General Meeting.

Consolidated Financial Statement:

Directors have pleasure in presenting the consolidated financial statements of Holding Company and subsidiaries duly audited by statutory auditors pursuant to Clause 32 read with Clause 41 of the Listing Agreement with the Stock Exchanges and prepared in accordance with Accounting Standard 21 of Institute of Chartered Accountants of India.

The annual accounts of the Subsidiary Companies and the related detailed information shall be available to the shareholders of Holding and Subsidiary Companies seeking any information at any time. The annual accounts of the Subsidiary Companies are available for inspection by any shareholder at the Registered Office of the Holding Company and of the Subsidiary Companies concerned.

Directors:

Mr. K. Jay Chandran, (DIN00508434) Promoter Director retires by rotation and being eligible, offer for re-appointment.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company.

Mr. Raghu R Palat (DIN 00311994), Mr. Pravin Khatau (DIN 02425468) and Mr. Ranjal Laxmana Shenoy (DIN00074761), are proposed to be appointed as Independent Directors on the Board of the Company for a term of five years, commencing from the date of the Annual General Meeting 19th September,

2014. A brief profile of proposed Independent Directors, including nature of their expertise, is as given as part of Notice convening the Annual General Meeting.

Resolution for re-appointment of Mr Kumar Nair (DIN 00320541) as Managing Director is also placed for the consideration of the Members.

Directors'' Responsibility statement:

Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2014, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year ended 31st March, 2014.

c) That 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.

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

Particulars of employees'' U/S 217 (2A) of the Companies Act, 1956:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified in Section 217(2A) of the Companies Act,1956

Corporate Governance Report:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance with Auditors Certificate on Compliance with the conditions of Corporate Governance and a Management Discussion & Analysis Report has been attached and form part of the Annual Report.

Annexure to Directors'' Report showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo:

Because of the nature of activities being carried on by the Company, the particulars prescribed under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange earnings and outgo during the year:

Earnings : 129.70 lakhs

Outgo : 4.02 lakhs

The Company has not carried out any specific research and development activities. The information relating to Technology Absorption, Adaptation and Innovation is not applicable because of the nature of the business of the Company.

Appreciation:

Directors wish to place on record their appreciation for the support and co-operation received from the Regulatory Authorities, customers, banks and active dedication of the

employees which enabled the management to contribute to the growth of the Company.

For and on behalf of the Board of Directors

Date : 30/07/ 2014 Suresh N Talwar Place : Mumbai Chairman

Registered Office: 403, Regent Chambers, Nariman Point, Mumbai 400 021


Mar 31, 2012

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

(Rs. in lacs)

Financial Results 2011-12 2010-11

Total Income 2325.92 838.07

Profit before interest, depreciation 881.78 100.03 and tax

Less : Interest and Finance Charges 97.33 40.39

Profit before Tax & Depreciation 784.45 59.64

Less : Depreciation 15.66 10.58

Add : Profit on sale of fixed assets - 0.20

Profit before tax 768.79 49.26 Less : Provision for tax:

Current Tax 96.00 1.29

Deferred Tax Liability/(Assets) 0.36 1.32

Profit after Tax 672.43 46.65 Add / Less Excess/(short) provision

for Income Tax 0.07 (5.26)

Net profit for the year 672.50 41.39 Balance brought forward from

amalgamated companies - (40.59)

Profit available for appropriation 672.50 0.80 Appropriation

Reserves u/s 45 1C of RBI Act 134.50 9.33

Proposed Dividend 122.30 -

Corporate Dividend Tax 19.84 -

Profit/(Loss) carried to Balance Sheet 395.86 ( 8.54)



Employees' Stock Option Plan 2008 (ESOP): 4,82,266 6,88,366 6,65,000 10,00,000

Options outstanding at the beginning of the 5,96,500 Nil 92,500 6,84,000 year

Options granted during the year 50,446 Nil 22,666 Nil

Options vested during Nil 21,015 Nil Nil the year

Options exercised 1,31,875 2,06,100 55,400 Nil during the year

Options forfeited 94,654 Nil 13,734 19,000 during the year

Options lapsed/ surrendered during 8,52,237 4,82,266 6,88,366 6,65,000 the year

Options outstanding at Nil Nil Nil Nil the end of the year

Any other employee who receives a grant in any Nil Nil Nil Nil one year of

options amounting to 5% or more of options granted during the year

Identified employees who were granted options,

during any one year equal to or exceeding 1% of the

issued capital (excluding outstanding warrants and

conversions) of the company at the time of grant

Performance of the Company during the year under review was as under:

During the year under report, the total revenue of the Company was Rs. 2,325.92 lakhs as against Rs. 838.07 lakhs in the previous year. The profit after tax was Rs. 672.43 lakhs as against profit of Rs. 46.65 lakhs in the previous year. Income from operations during the financial year was as under:

(Rs. in lakhs)

31.03.2012 31.03.2011

Trade Finance 413.46 413.57

Corporate Finance 147.98 121.57

Investment Banking 537.93 147.02

Interest on Loans 133.00 7.73 Other Income 520.55 148.24

Sale of shares held in stock in Trade 572.99 -

Dividend:

Your Directors have recommended dividend of 50 paise ( 5%) on equity share of Rs. 10/- each for the year ended 31st March, 2012. This will absorb Rs. 142.14 lakhs inclusive of dividend tax.

Future Outlook:

The Company has a well-diversified business model. During the year under review, the interest earned on loans has increased from Rs. 7.73 lakhs in the previous year to Rs. 131.70 lakhs. The Company has already opened 10 branches in Kerala to provide loans and is planning to open some more branches during the current financial year.

Had fair value method been used the compensation cost would have been higher by Rs. 13.19 lakhs (previous year. Rs. 7.46 lakhs). Profit after tax would have been lower by Rs. 13.19 lakhs (Previous year Rs. 7.46 lakhs) and EPS both basic and diluted would have been Rs. 2.82 per share (previous year (Rs. 0.20 per share.)

Subsidiary Companies:

Vertex Securities Limited (VSL) and Vertex Commodities And Finpro Private Limited (VCFPL) are the subsidiaries of the Company engaged in the following businesses: -

1. Stock broking with around 200 offices, focusing business mainly on southern and western India. The company caters to retail, HNI and institutional clients.

2. Currency derivatives segment.

3. Commodity broking through Vertex Commodities And Finpro Pvt. Ltd (VCFPL) and services retail, HNI and corporate clients.

4. Merchant banking.

Vertex Securities Limited (VSL) is a member of: -

1. National Stock Exchange of India Limited, (NSE)

2. Bombay Stock Exchange Limited, (BSE)

3. Cochin Stock Exchange Limited, (CSE)

4. OTC Exchange of India, (OTCEI)

5. National Securities Depository Ltd., (NSDL) (for depository services)

6. SEBI registration as a Merchant Banker.

7. MCX Stock Exchange Limited. (MCX Sx)

Vertex Commodities And Finpro Private Limited (VCFPL)

member of following commodity exchanges: -

1. Multi Commodity Exchange of India (MCX)

2. National Commodity and Derivative Exchange (NCDEX)

3. National Multi Commodity Exchange (NMCE)

4. National Spot Exchange of India Limited (NSEIL)

During the year under report, the consolidated revenue of these two subsidiaries was t 1,111.84 lakhs as against Rs. 1,084.43 lakhs in the previous year. The net loss after tax was Rs. 168.04 lakhs as against net loss of Rs. 76.80 lakhs in the previous year.

During the financial year 2012-13 the Company proposes to open few more branches and consolidate the business in Southern and Western Markets.

Auditors' Report:

The Auditors report to the shareholders does not contain any qualification.

Consolidated Financial Statement:

Directors have pleasure in presenting the consolidated financial statements of Holding Company and subsidiaries duly audited by statutory auditors pursuant to Clause 32 read with Clause 41 of the Listing Agreement with the Stock Exchanges and prepared in accordance with Accounting Standard 21 of Institute of Chartered Accountants of India.

In terms of circular No.5/12/2007-CL-III (General Circular No.2/2011) dated 8th February, 2011 from Ministry of Corporate Affairs, the Board of Directors of the Company by resolution dated 18th May, 2012 has decided not to attach the balance sheet of the Subsidiary Companies.

The annual accounts of the Subsidiary Companies and the related detailed information shall be available to the shareholders of Holding and Subsidiary Companies seeking any information at any time. The annual accounts of the Subsidiary Companies are available for inspection by any shareholder at the Registered Office of the Holding Company and of the Subsidiary Companies concerned.

Directors:

Mr. Raghu R. Palat retires by rotation and being eligible, offers himself for re-appointment. Pursuant to Clause 49(g)(i) of the Listing Agreement with the Stock Exchanges, brief resume of Mr. Raghu R. Palat has been provided in the Notice convening the Annual General Meeting.

Directors' Responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the year 2011- 12, the applicable Accounting Standards have been followed and there are no material departures;

(b) The accounting policies selected and applied are consistent and the judgment and estimates made 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 financial year;

(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.

Particulars of employees' U/S 217 (2A) of the Companies Act, 1956:

Information as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of the Company. However, as per the provisions of Section 219(1 )(b)

(iv) of the said Act, the Report and Accounts are being sent to all the shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary / Compliance Officer at the Registered Office of the Company.

Corporate Governance Report:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance with Auditors Certificate on Compliance with the conditions of Corporate Governance and a Management Discussion & Analysis Report has been attached and form part of the Annual Report.

Annexure to Directors' Report showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo:

Because of the nature of activities being carried on by the Company, the particulars prescribed under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange earnings and outgo during the year:

Earnings : Rs. 25.70 lakhs

Outgo : Rs. 9.89 lakhs

The Company has not carried out any specific research and development activities. The information relating to Technology Absorption, Adaptation and Innovation is not applicable because of the nature of the business of the Company.

Appreciation:

Directors wish to place on record their appreciation for the support and co-operation received from the Regulatory Authorities, customers, banks and active dedication of the employees which enabled the management to contribute to the growth of the Company.

For and on behalf of the Board of Directors

Suresh N Talwar

Place : Mumbai Chairman

Date : 20/07/2012

Registered Office:

403, Regent Chambers,

Nariman Point,

Mumbai 400 021


Mar 31, 2011

The Members, Transwarranty Finance Limited

The Directors have pleasure in presenting the 17th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2011.

(Rs. in lakhs) Financial Results 2010-11

Total Income 838.27 573.52

Gross Profit / (loss) 100.23 (38.65)

Less / add: Interest and Finance 40.39 32.54 Charges

Profit / (Loss) before Tax & 59.84 (71.19) Depreciation

Less: Depreciation 10.58 12.79

Less Provision for tax: Current Tax 1.29 -

Deferred Tax Liability/(Assets) 1.32 (4.38)

Profit / (Loss) after Tax 46.65 (79.59)

Net profit brought forward 60.42 143.30

Excess/ (short) provision for Income Tax (5.26) (3.29)

Balance brought forward from (40.59) - amalgamated companies

Profit available for appropriation 61.21 60.42

Appropriation

Reserves u/ s 45 1C of RBI Act 9.33 -

Proposed Dividend - -

Corporate Dividend Tax - -

General Reserve 51.88 -

Profit/ (Loss) carried to Balance Sheet 61.21 60.42

Business:

The performance of the Company during the year under review is as under:

The Company has three major business operations consisting of Trade Finance, Corporate Finance and Investment Banking and the recently commenced gold loan business.

During the year under report the total revenue of the Company stood at Rs.838.27 lakhs as against Rs.573.52 lakhs in the previous year registering a growth of 46%. The profit after tax stood at Rs.46.65 lakhs as against a loss of Rs.79.59 lakhs in the previous year. Income from operations during the financial years was as under:

(Rs. in lakhs) 31.03.2011 Trade finance 413.57 259.33

Corporate Finance 121.51 214.95

Investment Banking 147.02 43.68

Gold Loan 7.73 7.56

Other Income 148.39 48.01

Dividend:

In order to consolidate the financial position of the Company, the Directors have decided to skip the dividend for the year 2010-11.

Merger of subsidiary Companies:

During the financial year under report, the two subsidiary companies viz. Transwarranty Forex And Commodities Private Limited (TFCPL) and Transwarranty Credit Care Private Limited (TCCPL) were merged with the Company (TFL) with effect from 1st April, 2009, being the appointed date, as per Scheme of Amalgamation approved by the Hon'ble High Court, Bombay, vide order dated 15th October, 2010.

Share Capital:

Consequent to the merger of above mentioned two subsidiaries, during the year under report the Company issued and allotted 66,25,013 equity shares of Rs. 10/- each as fully paid up and 38,14,540 equity shares of Rs 10/- each as partly paid at Rs.2.50/- per share to the members of erstwhile transferor companies viz., Transwarranty Forex & Commodities Pvt. Ltd. and Transwarranty Credit Care Pvt. Ltd. in terms of the Scheme of Amalgamation.

Further, the Company issued and allotted 21,015 equity shares of Rs.10/- each as fully paid up for the Option Grantees pursuant to the exercise of stock options under Employees Stock Option Scheme 2008.

Consequently, the paid up capital of the Company increased by Rs. 7,59,96,630/-to Rs.21,59,96,630/.

All the fully paid up shares allotted during the year are listed with BSE and NSEIL.

Future Outlook:

The Company has well diversified business. The Directors, therefore, are fully confident of achieving reasonable growth in its business and profits in the year to come. The gold loan business of the Company is progressing well. The Company has already opened 8 branches in Kerala to distribute gold loan and is planning to open few more branches during the current financial year.

During the current financial year the Company has launched margin funding business activities. The Company expects good response in this particular line of business.

Employees' Stock Option Plan 2008 (ESOP):

Particulars 31.03.2011

Options outstanding at the beginning of the year 6,88,366 6,65,000 10,00,000

Options granted during the year Nil 92,500 6,84,000

Options vested during the year NIl 22,666 Nil

Options exercised during the year 21,015 Nil Nil

Options forfeited during the year 2,06,100 55,400 NIl

Options lapsed/surrendered during the year NIl 13,734 19,000

Options outstanding at the end of the year 4,82,266 6,88,366 6,65,000

Any other employee who receives a grant in any one year of Nil Nil Nil options amounting to 5% or more of options granted during the year

Identified employees who were granted options, during Nil Nil Nil any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

Had fair value method been used the compensation cost would have been higher by Rs.7.46 lakhs (previous year Rs.11.72 lakhs). Loss after tax would have been higher by Rs.7.46 lakhs (Previous year Rs.11.72 lakhs) and EPS both basic and diluted would have been Rs.0.20 per share (previous year (Rs.0.68) per share.)

During the current financial year subject to the approval of the members, the Company proposes to introduce "Transwarranty Employees' Stock Option Plan - 2011" (ESOP - 2011) with an additional 10,00,000 equity shares of Rs.10/- each.

Subsidiary Companies:

Vertex Securities Limited (VSL) and Vertex Commodities & Finpro Private Limited (VCFPL) are the subsidiaries of the Company engaged in the following businesses: -

1. Stock broking with around 250 offices focusing business mainly on southern and western India. The company caters to retail, HNI and institutional clients.

2. Currency derivatives segment.

3. Commodity broking through Vertex Commodities and Finpro Pvt. Ltd (VCFPL) and services retail, HNI and corporate clients.

4. Merchant banking.

Vertex has membership of: -

1. National Stock Exchange of India Limited, (NSE)

2. Bombay Stock Exchange Limited, (BSE)

3. Cochin Stock Exchange Limited, (CSE)

4. OTC Exchange of India (OTCEI)

5. National Securities Depository Ltd., (NSDL) (for depository- services)

6. SEB1 registration as a Merchant Banker.

7. MCX Stock Exchange Limited

VCFPL has membership of following commodity exchanges: -

1. Multi Commodity Exchange of India (MCX)

2. National Commodity and Derivative Exchange (NCDEX)

3. National Multi Commodity Exchange (NMCE)

4. National Spot Exchange of India Limited (NSEIL)

During the year under report, the consolidated revenue of these two subsidiaries was Rs.1084.43 lakhs as against Rs.1045.42 lakhs in the previous year. The loss after tax was Rs.76.80 lakhs as against profit of Rs.32.58 lakhs in the previous year.

During the current financial year 2011-12 the company shall continue to focus on the same geographical areas with plan to expand and open few more branches in different locations and also strengthen its presence in western India.

Auditors' Report:

The Auditors report to the shareholders does not contain any qualifications.

Consolidated Financial Statement:

Directors have pleasure in presenting the consolidated financial statements of holding company and subsidiaries duly audited by statutory auditors pursuant to Clause 32 read with Clause 41 of the Listing Agreement with the Stock Exchanges and prepared in accordance with Accounting Standard 21 of Institute of Chartered Accountants of India.

In terms of circular No.5/12/2007-CL-III (General Circular No.2/2011) dated 8th February, 2011 from Ministry of Corporate Affairs, the Board of Directors of the Company has by resolution dated 25th May, 2011 decided not to attach the balance sheet of the subsidiary companies.

The annual accounts of the subsidiary companies and the related detailed information shall be available to the shareholders of holding and subsidiary companies seeking any information at any time. The annual accounts of the subsidiary companies are available for inspection by any shareholder at the Registered Office of the holding company and of the subsidiary companies concerned.

Directors:

Mr. K. Jay Chandran retires by rotation and being eligible, offers for re-appointment. Pursuant to clause 49(g) (1) of the Listing Agreement with the Stock Exchanges, brief resume of Mr. K. Jay Chandran has been provided in the Notice convening the Annual General Meeting.

Directors' Responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the year 2010-11, the applicable Accounting Standards have been followed and there are no material departures;

(b) The accounting policies selected and applied are consistent and the judgment and estimates made 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 financial year;

(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.

Particulars of employees' U/S 217 (2A) of the Companies Act, 1956:

None of the employees of the Company employed throughout the financial year/part of the year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be given.

Auditors:

The statutory auditors of the Company Rahul Gautam Divan & Associates retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate under Sec. 224 (IB) of the Companies Act, 1956 confirming their eligibility for reappointment.

Corporate Governance Report:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance with Auditors Certificate on Compliance with the conditions of Corporate Governance and a Management Discussion & Analysis Report has been attached and form part of the Annual Report.

Annexure to Directors' Report showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo:

Because of the nature of activities being carried on by the Company, the particulars prescribed under Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange earnings and outgo during the year:

Earnings : Rs.21.00 lakhs

Outgo : Rs.11.70 lakhs

The Company has not carried out any specific research and development activities. The information relating to Technology Absorption, Adaptation and Innovation is not applicable because of the nature of the business of the Company.

Acknowledgments:

The Management is grateful to the Regulatory Authorities, Share holders, Company's Bankers, Financial Institutions, Insurance Companies, Foreign Institutional Investors, Clients, Business Associates etc. for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees, which enabled the Management to contribute to the growth of the Company.

For and on behalf of the Board of Directors

Suresh N Talwar Chairman

Place : Mumbai Date : 25/05/2011

Registered Office: 403, Regent Chambers, Nariman Point, Mumbai 400 021


Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

(Rs. in lakhs)

financial Results 2009-10 2008-09

total Income 573.52 441.21

Gross proft/(loss) (38.65) 127.23

less/add: Interest and 32.54 12.84

Finance Charges

proft/(loss) before tax & (71.19) 114.39

Depreciation

less: Depreciation 12.79 6.97

less provision for tax - 36.54

provision for Fringe Benefit tax - 2.81

Deferred tax liability/(Assets) (4.38) (0.04)

profit / (loss) after tax (79.59) 68.11

Balance brought forward 143.30 147.90

excess/(short) provision for (3.29) 0.05 Income tax

profit available for appropriation 60.42 216.06

Appropriation

Reserves u/s 45 1C of RBI Act - 13.62

proposed Dividend - 42.00

Corporate Dividend tax - 7.14

General Reserve - 10.00

proft/(loss) carried to 60.42 143.30 Balance Sheet

Business:

the performance of the Company during the year under review is as follows:

the Company has three major business operations consisting of trade Finance, Corporate Finance and Investment Banking and is engaged in fund based microfinance in the form of gold loans through its own branches in rural areas and small towns and offIces of its subsidiary company, Vertex Securities limited.

Trade finance, which caters to the working capital needs of companies, had an excellent year with business transactions in excess of Rs.7,600 crores. Income from trade Finance was Rs.259.33 lakhs for the year compared to Rs.143.35 lakhs in the previous year recording 81% growth.

Income from Corporate Finance was Rs. 214.95 lakhs arising out of business transactions in excess of Rs.1,000 crores compared to Rs. 229.20 lakhs in the previous year.

Investment banking team was expanded considerably and there has been significant increase in the number of high quality mandates. During the year, one transaction involving a dairy project was completed successfully. the efforts in Investment Banking business during the year are likely to pave way for a significant number of successful closures of transactions next year.

During the year, the total Income from operations was Rs.573.52 lakhs compared to Rs.441.21 lakhs in the previous year recording a growth of 30%. Gross profit was Rs.74.41 lakhs as against gross profit of Rs.107.42 lakhs in the previous year. the net loss after exceptional item, which is bad debts written off amounting to Rs.158.38 lakhs was Rs.82.88 lakhs as against profit after tax Rs. 68.16 lakhs in the previous year. earning per share is Rs. (0.59) against Rs. 0.49 in the previous year on a weighted average basis as per Accounting Standard 20 issued by the Institute of Chartered Accountants of India.

Dividend during the year:

In view of loss during the financial year, the Directors have decided to skip the dividend for the year 2009-10.

future Outlook:

the company is extremely confident of achieving excellent growth in its business and profits in the following years since the Company is a well diversified Company with a large bouquet of financial products and services.

The company has launched microfinance and gold lending to re- enter fund based business and is hoping to disburse Rs.100 crores in the following year, subject to availability of funds.

employees Stock Option Scheme:

2009-2010

a) number of options granted 92,500 options granted on 01/10/2009

b) the pricing formula options granted shall be exercisable at a price of Rs. 10/- per share.

c) options Vested 22,663 options were vested on 2nd April, 2009.

d) options exercised Nil

e) total no. of shares arising as a Nil result of exercise of options

f) options lapsed 13,737

g) Variation of terms of options a) the Board of Directors has re-priced the option @Rs.10/- per share as approved by the share holders at the AGM held on 5th August, 2009.

b) ESOP not vested or lapsed shall be carried forward to the 5th year.

h) Money realized by exercisable Nil options



2008-2009 a) Number of options granted 5,54,000 options granted on 04/04/2008 - 1st Grant

1,30,000 options granted on 30/07/2008 - IInd Grant

b) the pricing formula options granted shall be exercisable at a price of Rs. 20/- per share.

c)options Vested Nil

d) options exercised Nil

e) total no. of shares arising as a result of exercise of options Nil

f) options lapsed 19,000 options have lapsed during the year 2008-09 consequent to resignation of the concerned employees from the service of the company.

g) Variation of terms of optionsa) (b)the Board of Directors has decided to re-price the option @ Rs. 10/- per share subject to approval from the shareholders at the A.G.M.

b) ESOP not vested or lapsed shall be carried forward to the 5th year.

h) Money realized by exercisable options Nil

h) Money realized by exercisable options 6,42,337



j) employee–wise details of options granted to

(i) Senior Management personnel:

Sl. Name No. Options granted Designation no

1 Mr. K.K.Dastur 50,000 Director

2 Mr. Girish Bhutra 15,000 A. V. P

3 Mr. Dilip Jagad 15,000 A. V. P

4 Mr. G. Sreekumar 12,500 A. V. p



ii) Any other employee who Nil Nil receives a grant in any one year of options amounting to 5% or more of options granted during the year

iii) Identified employees who Nil Nil

were granted options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

k) Diluted earnings per Share (epS) (0.59) Not Applicable pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS-20) “earning per Share”

1) a) the difference between the Had fair value method been used, the employee compensation costs compensation cost would have been higher by calculated using the intrinsic Rs. 11.72 lakhs value of the stock options and the employee compensation cost that would have been recognized if it had used the fair value of the options.

b) the impact of this difference loss would have been by Rs. 11.72lacs and epS on the profits and on the EPS would have been Rs. (0.68) per share of the company

m) Weighted average exercise prices Weighted Average exercise price =Rs.10/- and weighted average fair values Weighted Average Fair Value = Rs.10/- of options disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

n) A description of the method and the company opted intrinsic value method for significant assumptions used accounting ofcompensation cost arising out of during the year to estimate the ESOP. However, for disclosure in para (i) above fair values of options, including the following assumptions have bee made. the following weighted average information

i) risk- free interest rate 7%

ii) expected life 1 to 5 years

iii) expected volatility 50% - 55%

iv) expected dividends, and 2.25% - 10 %

v) the price of the underlying Rs.15/- per share share in market at the time of option grant



l) a) the difference between the l) Nil employee compensation costs calculated using the intrinsic value of the stock options and the employee compensation cost that would have been recognized if it had used the fair value of the options.

b) the impact of this difference Not Applicable on the profits and on the epS of the company



m) Weighted average exercise prices and weighted average fair values Weighted Average exercise of options disclosed separately for price = Rs. 20/- V options whose exercise price either equals or exceeds or is less than the Weighted Average Fair Value = Rs. 20/- market price of the stock.

n) A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted average information the company opted intrinsic value method for accounting of compensation cost arising out of ESOP. However, for disclosure in para (l) above the following assumptions have been made.

i) risk- free interest rate 7%

ii) expected life 1 year to 5 years

iii) expected volatility 50% - 55%

iv) expected dividends, and 2.25% - 10 %

v) the price of the underlying share in market at the Rs. 20/- per share - I Grant time of option grant Rs. 18/- per share - II Grant

Subsidiary Companies:

Vertex Securities Limited (VSL)

Vertex Securities limited (VSl) is engaged in retail Stock Broking having more than 13,000 clients. Vertex Securities & Finpro private limited, a subsidiary of VSl is engaged in Commodity Broking.

VSl and its wholly owned subsidiary company have membership in

1. BSe

2. NSE

3. Cochin Stock exchange

4. MCX

5. NCDEX

6. NMCE

7. NSDL (for depository services)

the income of these two companies during the financial year 2009-10 was Rs.1045.42 lakhs compared to Rs.788.36 lakhs in the previous year.

Transwarranty forex & Commodities pvt. Ltd.

the number of empanelment for Forex Broking with various Banks has gone up to 14.

the brokerage income for the year was Rs.2.15 lakhs as compared to Rs.3.41 lakhs in the previous year.

Transwarranty Credit Care pvt Ltd:

the income was Rs. 14.30 lakhs compared to Rs.2.64 lakhs in the previous year.

merger of subsidiary Companies.

transwarranty Capital private limited (tCpl) and Vertex Securities ltd (VSl) are both subsidiaries of transwarranty Finance limited (TFL) carrying on the same line of business activity of share broking in cash segment of BSE and cash and derivate segment of NSE. In order to take optimum advantage of consolidation of manpower, funds and resources, achieve economies in operation and make the combined entity stronger in the market TCPLl was merged with VSl during the financial year 2009-2010.

Further, the Directors have also approved the merger of two of the subsidiaries viz. transwarranty Forex and Commodities private limited (TFCPL) and transwarranty Credit Care private limited (TCCPL) with the Company (TFL). In this regard all the 3 Companies have complied with various requirements for merger and fled merger application with the Honble High Court at Bombay for approval. the merger of these three companies would

take advantage of consolidation manpower, funds and resources. the merger would also help the combined entity to grow faster. .

Auditors Report:

the Auditors report to the shareholders does not contain any qualifcations.

A company, whose securities are listed on the Stock exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India. In accordance with the Accounting Standards AS 21 on consolidated financial statement read with Accounting Standard 23 on Accounting for Investments in Associates, the Directors have provided the Audited consolidated financial statements in the Annual Report. In the year under review provisions have been made for deferred tax liabilities/ (assets).

pursuant to Section 212 of the Companies Act, 1956 Directors Report, Balance Sheet and profit & loss account of the Subsidiary companies are attached with this Report. these documents are also available for inspection during business hours at the Registered office of the Company.

Directors:

Mr. pravin Khatau retires by rotation and being eligible, offers for re- appointment. pursuant to clause 49(g)(1) of the listing Agreement with the Stock exchanges, brief resume of the Directors being appointed/reappointed has been provided in the notice convening the Annual General Meeting.

The Board of Directors had appointed Mr. Kersi K. Dastur as Director with effect from 10th June, 2009 in casual vacancy caused by the resignation of Mr. N. R. Achan. Mr. Kersi K. Dastur continues to be a Director till the ensuing Annual General Meeting. the Company has received a notice pursuant to Sec. 257 of the Companies Act, 1956 proposing the name of Mr. Dastur for re-appointment as a Director of the Company.

Directors Responsibility statement:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors hereby confIrm that:

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

The accounting policies selected and applied are consistent and the judgment and estimates made 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 loss of the Company for the financial year;

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

particulars of employees U/S 217 (2A) of the Companies Act, 1956:

none of the employees of the Company employed throughout the financial year/part of the year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 and hence no particulars are required to be given.

Auditors:

the statutory auditors of the Company M/s. Rahul Gautam Divan & Associates retire at the conclusion of the ensuing Annual General Meeting. the retiring auditors have furnished a certificate that the re-appointment, if made, would be within the limit specified under Sec. 224 (1B) of the Companies Act, 1956.

Corporate Governance Report:

pursuant to Clause 49 of the listing Agreement with Stock exchanges, a Report on Corporate Governance with Auditors Certificate on Compliance with the conditions of Corporate Governance and a Management Discussion & Analysis Report has been attached and form part of the Annual Report.

Annexure to Directors Report showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo:

the particulars as prescribed 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, are not applicable to the Company. the Company has not carried out any specific research and development activities. the information related to technology absorptions, adaptation and innovation is reported to be nil.

Acknowledgments:

the Management is grateful to the Regulatory Authorities, Share holders, Companys Bankers, Financial Institutions, Insurance Companies, Mutual Funds, Foreign Institutional Investors, Clients, Business Associates etc. for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees, which enabled the Management to contribute to the growth of the Company.



For and on behalf of the Board of Directors

Sd/-

Suresh N Talwar

Place : Mumbai Chairman

Date : 28/05/2010

Registered office: 403, Regent Chambers, Nariman point, Mumbai 400 021

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