Directors Report of S P Capital Financing Ltd.

Mar 31, 2024

Your Directors are pleased to present their 41^st Annual Report on the Business and operations of the Company together with the Audited Accounts of your Company (‘S P Capital Financing Limited’) for the year ended March 31, 2024.

1. FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2024 is summarized below:

(INR in Lakhs)
Particulars	Standalone		Consolidated
	Year ended March 31,2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31,2023
Revenue from Operations	255.10	157.02	255.10	157.02
Other Income	-	-	-	-
Total Income	255.10	157.07	255.10	157.02
Total Expenses	181.34	75.64	181.34	93.54
Profit/(Loss) from operations after other incomes, finance cost but before exceptional items	73.76	81.43	73.76	63.53
Exceptional Items: Share of Profit/(Loss) of Associates			0.19	0.37
Profit / (Loss) before Tax	73.76	81.43	73.95	63.90
Less: Extra-Ordinary Items	-	-	-	-
Tax Expense	17.39	18.66	17.39	15.45
Net Profit / (Loss) after tax	56.37	62.77	56.56	48.44
Other Comprehensive Income	173.16	-7.55	173.16	-48.29
Total Comprehensive Income	229.53	55.22	229.72	0.15
Earnings per Equity share of face value of INR 10/- each (Basic & Diluted)	0.94	0.80	0.94	0.80

2. OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

On standalone basis, your company earned the gross income of INR 255.10 Lakhs as against INR 157.02 Lakhs in previous year. The total expenditure during the year under review was INR 181.34 Lakhs as against Rs.75.64 Lakhs in the previous year. The Total Comprehensive Income was INR 229.52 Lakhs as against INR 55.22 Lakhs in the previous year.

On consolidated basis, your Company has earned the gross income of INR 255.10 Lakhs as against INR 157.07 Lakhs in the previous year. The total expenditure during the year under review was Rs.181.34 Lakhs as against INR 93.54 Lakhs in the previous year. The Total Comprehensive Income was INR 229.72 Lakhs as against INR 0.15 Lakhs in the previous year.

3. PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE COMPANY

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on performance and financial position of associate company is included in the Consolidated Financial Statements (CFS) in the Company. A statement containing the salient features of financial statements of associate company of the Company in the prescribed Form AOC - 1 forms a part of Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 and forming part of this Annual Report as Annexure 4. In accordance with Section 136 of the Act, the financial statements of associate company is available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www.spcapital.in.

Brief Financial and Operation of Associate Company are given here under:

Pride Orchades Private Limited: It earned gross income of Rs.1,64,782/- as against Rs. 1,50,580/- in the previous year. The total expenditure during the year under review was Rs.1,27,248/- as against expenditure of Rs.69,859/- in the previous year.

4. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as “the Act”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors’ Report form part of this Annual Report

5. DIVIDEND

The Board of Directors had declared the Interim Dividend at the rate of 10% per Equity Shares (Rs. 1/-per Equity Share), the face value of Equity Shares is Rs. 10/- per equity share.

6. TRANSFER TO RESERVES

During the year your Company has not transferred any amount to general reserve.

7. RBI GUIDELINES

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India from time to time.

8. INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standards (“IND AS”) from April 01,2019 with a transition date of April 01,2018. Accordingly, the financial statement for the year 2023-24 have been prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with the relevant rules issued there under and the other recognised accounting practices and policies to the extent applicable.

9. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company continued to be listed and traded on the BSE. The scrip code number of the Equity Shares of the Company on BSE is 530289.

The Company has paid up to date listing fees to the stock exchange.

10. ANNUAL RETURN

As per the provisions of section 92(3) read with section 134(3)(a) of the Act, the Annual Return of the Company for the Financial Year ended on March 31,2024, is hosted on the website of the Company at www.spcapital.in/investorrelations.html

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements.

12. MEETINGS OF THE BOARD

Your Board of Directors duly met Ten (10) times during the financial year i.e. May 18, 2023, July 18, 2023, August 10, 2023, September 01, 2023, October 09, 2023, November 07, 2023, November 09, 2023, December 11, 2023, February 13, 2024 and March 01, 2024 in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. DECLARATIONS FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

14. DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

15. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Pursuant to Regulation 34 read with Schedule V to Listing Regulations, Management Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with respect to your Company’s and its associates, wherever applicable, for the year under review is presented in a separate section forming part of this Annual Report as Annexure 5

16. REPORT ON CORPORATE GOVERNANCE

During the year under review the Company’s Net-worth has been exceeded the threshold limit, that is Rs. 25 Crore. Hence, pursuant to the provisions of SEBI (LODR) Regulations, 2015, the Corporate Governance provisions have become applicable to the Company, and accordingly your company is complying with the same. The Report on Corporate Governance is been attached with this report as

Annexure 6.

17. BOARD OF DIRECTORS

The present strength of Board of Directors consists of two (Promoter) Directors and two Non-Executive (independent) Directors who are themselves experienced industrialists heading their business empire and category are given below:

(A) The Constitution of the Board as on March 31, 2024.

The Composition of the Board of Directors and also the number of other Directorship of Committees of which they are member/Chairperson are as given below:

Directors	Category	No. of Directorships		No. of position	Committee
		Public	Private	Member	Chairman
SURESHCHAND PREMCHAND JAIN	Promoter, Chairman & Managing Director	3	9	2
MEENA SURESHCHAND JAIN	Promoter NonExecutive Director	2	8	2	-
BALDEV LAKHMICHAND BOOLANI	Independent NonExecutive Director	1	2	1	1
RAJENDRA LADAKCHAND JAIN	Independent NonExecutive Director	2	6	1	3
ARUN KUMAR NAYAR (w.e.f August 13, 2024)	Additional Independent NonExecutive Director	1	-	1	-

(B) Attendance of each Director at the Board Meeting and the Last Annual General Meeting:

During the year under review, Ten Board meetings were held which were attended by each the Director as detailed herewith.

Name of Directors	Category	No. of Board Meetings attended	Attendance of last AGM
SURESHCHAND PREMCHAND JAIN	Promoter /Chairman / Managing Director	10	Present
BALDEV LAKHMICHAND BOOLANI	Non-promoter / Independent Director	10	Present
MEENA SURESHCHAND JAIN	Promoter /Woman Director	10	Present
RAJENDRA LADAKCHAND JAIN	Non-promoter / Independent Director	10	Present

18. DIRECTOR AND KEY MANAGERIAL PERSONNEL (KMP)(i) Changes in Director and Key Managerial Personnel (KMP):

During the year, there is no change in the Directors of the Company.

However following were the changes in the post of Company Secretary & Compliance officer

1. Resignation of Ms. Sonal Naik, Company Secretary & Compliance Officer resigned w.e.f July 12, 2023

2. Appointment of Mr. Pratik Tirlotkar as Company Secretary & Compliance Officer w.e.f July 18, 2023

3. Resignation of Mr. Pratik Tirlotkar, Company Secretary & Compliance Officer w.e.f. December 14, 2023.

4. Appointment of Ms. Sonali Sudhir Bapardekar as the Company Secretary & Compliance Officer w.e.f. March 01,2024.

(ii) Retirement by rotation:

Mr. Sureshchand Premchand Jain (DIN 00004402), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company.

The following policies of the company are attached herewith

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Director’s (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

(iii) Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17 (1) (a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company has Mrs. Meena Sureshchand Jain, as Woman Director on the Board of the Company.

(iv) Key Managerial Personnel

In accordance to the provisions of Companies Act, 2013, the following persons are the KMPs of the Company, as recorded by the Board as on March 31,2024:

Mr. Sureshchand P Jain : Managing Director

Ms. Sonali Sudhir Bapardekar : Company Secretary

Mr. Sandeep Gopale : Chief Financial Officer

19. AUDITORS

At the Annual General Meeting held on September 30, 2021, JMT & Associates, Chartered Accountants (FRN:104167W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2025.

(I) Statutory Auditors Report

The observations made by the Statutory Auditors in their Report for the Financial Year Ended March 31,2024, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under section 134(3) of the Companies Act, 2013. Further, pursuant to Section 143(12) of the Act, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

(II) Secretarial Audit Report

A Secretarial Audit Report for the year ended March 31, 2024 in prescribed form duly audited by the Practicing Company Secretary Firm M/s. Shobha Ambure & Associates is annexed as Annexure 9 herewith and forming part of the report.

Explanation by the Board on qualifications made by Secretarial Auditor is as follows:

1. The Outcome of the Board Meeting dated 13/02/2024, Pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015, was uploaded within the stipulated time (i.e. 30 minutes) but the accompanying documents were uploaded after 11 minutes of the stipulated time.

Management’s Reply

The supporting documents were inadvertently missed due to hardware technical issues and the same was uploaded 11 minutes after the stipulated time.

2. The Shareholding pattern for the quarter ended December 31, 2023, Pursuant to Regulation 31 of SEBI (LODR) Regulations, 2015 was uploaded 3 days after the stipulated time (i.e. 21 days after the end of the quarter). The Company has paid a fine to the Securities Exchange Board of India on March 04, 2024.

Management Reply

The delay was due to technical error. Further the Company has paid fine to the Stock Exchange for the same.

3. Whereas as per Section 117 and 179 of the Companies Act, 2013 and other applicable rules and provisions of the Act, if any, Form MGT-14 shall be filed with the Registrar within 30 days of passing the resolution. The Company has not filed the same for Approval of financial statements at the Board meeting dated 18/05/2023 and Issue of preference shares on private placement basis at the Board meeting dated 01/09/2023.

Management’s Reply

The Company had filed form MGT-14 under Section 55 of Allotment of Preference shares resolution passed by the Board of Directors in their Board Meeting dated 01/09/2023. However same was not filed for Section 179 of Companies Act, 2013.

(III) Annual Secretarial Compliance Report

Annual Secretarial Compliance Report is applicable to your Company for the FY 2023-24. The same has been filed with the BSE Limited within the prescribed timelimit.

(IV) Cost records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

20. VIGIL MECHANISM:

The Company has established a vigil mechanism for directors and employees to report to the appropriate authorities concerns about unethical behaviour, actual or suspected, fraud or violation of the Company’s code of Conduct. During the financial year 2023-24, no cases under this mechanism were reported to the Company and associate Company. During the year no personnel has been denied access to the Audit Committee.

21. INTERNAL CONTROL

The Board ensures the effectiveness of the Company’s system of internal controls including financial, operational and compliance control and same is subject to review periodically by the Board of Directors and M/s. M.M. Dubey and Co, Chartered accountants, Internal Auditors of the Company for its effectiveness. The control measures adopted by the company have been found to be effective and adequate to the Company’s requirement.

22. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

i. In the preparation of the annual accounts for the financial year ended March 31,2024 the applicable

accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 and loss of the Company for the year ended March 31,2024.

iii. The Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

23. DETAILS OF COMMITTEE OF DIRECTORS

The Board of Directors has constituted three committees of the Board (i) Audit committee (ii) Nomination

& Remuneration Committee and (iii) Stakeholder’s Relationship Committee.

(i) AUDIT COMMITTEE

Audit Committee comprised of following members and attendance of Audit Committee members as

follows:

Composition:
Sr. No.	Name of the Director	Position held Chairman / Member	Meeting held	Meeting attended
1.	Rajendra Ladakchand Jain	Chairman	4	4
2.	Sureshchand Premchand Jain	Member	4	4
3.	Baldev Lakhmichand Boolani	Member	4	4

The Committee met on May 18, 2023, August 10, 2023, November 07, 2023 and February 13, 2024.

(ii) NOMINATION & REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprised of following members and attendance of NRC members as follows:

Composition:
Sr. No.	Name of the Director	Position held Chairman / Member	Meeting held	Meeting attended
1.	Baldev Lakhmichand Boolani	Chairman	2	2
2.	Meena Sureshchand Jain	Member	2	2
3.	Rajendra Ladakchand Jain	Member	2	2

The Committee met on July 18, 2023 and March 01,2024

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprised of following members and attendance of Stakeholers Relationship Committee members as follows:

Sr. No.	Name of the Director	Position held Chairman / Member	Meetings held	Meetings attended
1.	Rajendra Ladakchand Jain	Chairman	1	1
2.	Meena Sureshchand Jain	Member	1	1
3.	Sureshchand Premchand Jain	Member	1	1

a) The Particulars of Investors, grievances received and redressed during the year are furnished below:
Sr. No.	Nature of Complaints	No. of Complaints
		Received	Resolved	Pending as on 31/03/2024
1.	Non receipt of Annual Report	Nil	Nil	Nil
2.	Complaints relating to dematerialization of Shares	Nil	Nil	Nil
3.	Non-receipt of Share Certificates after transfer / duplicate / name correction	Nil	Nil	Nil
4.	Others	3	3	Nil
	TOTAL	3	3	Nil

24. PARTICULARS OF EMPLOYEES

The prescribed particulars of the employees required under Rule 5 (1) of the Companies (Appointment and Remuneration) Rules, 2014, are attached as Annexure 8 and forms part of this report. None of the employees of the Company is in receipt of remuneration prescribed under Section 197 (12) of the Companies Act, 2013, read with rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Thus furnishing of particulars under the Companies (Appointment and Remuneration) Rules, 2014 does not arise.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of your Company occurred between the end of the financial year to which Financial Statements relate and the date of this report.

26. RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

27. CORPORATE SOCIAL RESPONSIBILTY

Section 135(1) of the Companies Act, 2013 is not applicable to your Company. Hence, report of the same is not forming part of this report.

28. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH PARTY

During the year under review, Company has not entered into Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn’t own any manufacturing facility.

Further the Company has not earned nor spends foreign exchange during the year.

30. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company.

31. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There were no such event during the year under review.

32. PUBLIC DEPOSITS

Since your Company is a non-deposit taking Non-Banking Financial Company, it has not accepted any deposits under Chapter V of Companies Act, 2013 applicable guidelines of Reserve Bank of India, during the year under review

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

34. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Company has adequate system of internal financial controls in place to ensure the reliability of their financial statements, prevent fraud and mismanagement, and ensure compliance with applicable laws and regulations.

35. MAINTENANCE OF COST RECORDS

As the Company not fall in the list as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, hence Company is not maintaining accounts and records

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment of women at the workplace. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place.

During the FY 2023-24, the Company has not received any complaint of sexual harassment and hence there were no complaints pending for redressal as on 31^st March, 2024.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were no such event during the year under review.

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There were no such event during the year under review.

39. OTHERS

1. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, Annual General Meetings and Dividend.

2. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof- Not Applicable.

3. There has been no material change in the nature of business of the Company during the year under review.

4. During the year under review, there were no instances of any frauds reported by the Statutory Auditors under section 143(12) of the Act.

40. ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future. We very warmly thank all of our employees for their contribution to your Company’s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 32nd Annual Report and the company's audited financial statement for the financial year ended March 31,2015.

FINANCIAL RESULTS:

The standalone financial results of your Company for the financial year ended March 31, 2015 are summarized below:

(Amount in Rs.)

Particulars Year ended March 31,2014

March 31, Year ended 2015

Net Sales / Gross Income 3,28,02,970 2,62,03,897

Profit before extraordinary 14,22,591 20,38,656 items and tax

Extraordinary items - -

Profit before tax 11,65,661 20,38,656

Provision for Taxation (including 3,41,862 8,26,907 deferred Tax)

Net Profit After Tax 8,23,799 12,11,749

Profit brought forward from 5,07,092 22,02,138 Previous Year

Appropriation - Transferred 2,00,000 5,00,000 to Reserve Fund

Transferred to General Reserve 1,00,000 10,00,000

Proposed Dividend 6,01,220 12,02,440

Tax on Proposed Dividend 1,23,098 2,04,355

Surplus carried to Balance Sheet 3,06,573 5,07,092

Earnings per equity share (EPS) Rs. 0.14 0.20

DIVIDEND:

Your directors have recommended a dividend of 0.10 paise per equity share (last year 0.20 paise per equity share) for the financial year ended March 31, 2015, amounting to Rs.0.07 crore (inclusive of tax of Rs.0.01crore). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on 30th September, 2015, in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depositories Ltd. and Central Depositories Services (India) Ltd. as beneficial owners as on that date.

OPERATIONS:

The operating revenue including other income of the Company for the year under review is Rs. 3,28,02,970/- as against Rs. 2,62,03,897/- in the previous year which in the opinion of the Directors is satisfactory. Your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net profit after tax stood at Rs.8,23,799/- as against Rs. 12,11,749/- in the previous year.

The business has performed well, with productivity gains, growth in volumes and substained margins, notwithstanding rise in input cost. Financing activities continues to be successful despite several economic constraints.

During the year Company has made profit before extraordinary items tax of Rs. 11,65,661/- against Rs. 20,38,656/- in the previous year and in line with recessionary trend in the overall performance of financial industry globally. The results of the Company for the year under review bear a witness to the effort of the Board to sustain in an environment of low performance of financial industry globally. The company has concentrated on its goals of consolidating and cutting costs wherever possible.The Management Discussion and Analysis Report deals with the operations of your Company in detail and forms part of this Annual Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was Rs.601.22 Lacs @ Rs.10 per share. The Company has not issued shares with differential voting rights nor granted stock options or sweat equity.

DEPOSITS:

During the year under review the Company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance or Deposits) Rules,2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the current financial year, the Company has not given any Loan, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an internal control System, commensurate with the size, scale and complexity of its operations. The internal Audit functions report to the Chairman of the Audit Committee and to Chairman and Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internal control systems in the company. It's compliances with operating systems, accounting procedure and policies at all locations of the Company.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial performance of the Company.

MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013:

As required under section 134 (2) (e) and section 178 (4) of the Companies Act 2013, your Company has constituted following committees and their policies, namely:

* Nomination and Remuneration Committee & Policy

* Reconstitute Stakeholder Relationship Committee

* Insider Trading Policy

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

This information is required as per 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 and forming part of the Directors' Report for the year ended March 31, 2015.Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign exchange earned during the period under consideration was Rs. NIL Foreign exchange expenditure incurred during year amounted to Rs.NIL

DIRECTORS:

The Board of Directors is duly constituted. As per provisions of Companies Act, 2013 for retirement by rotation, all executive directors are now liable to retire by rotation.

STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS:

Mr. Bhupendra T Shah (DIN: 02479629) and Mr. Baldev B Boolani (DIN: 00856660) were being appointed as an Independent Directors of the Company and all independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. An Independent director shall hold office for a term upto five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board' report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c ) of the Companies Act, 2013, with respect to the Directors' responsibility statement, it is hereby confirmed that:

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

II. The directors have adopted such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

IV The directors have prepared the annual accounts on a going concern basis; and

V The directors, have laid down internal financial controls to be followed by the company and that such internal financials controls are adequate and were operating effectively.

VI. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Mrs. Meena S Jain (DIN: 00004413) has been appointed as director with effect from 25th March 2015 and Mr. Sureshchand P Jain is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment. Mr. Dhannalal Premchand Jain (DIN: 00076679) resigned from the Directorship with effect from 25th March 2015.

MEETING OF BOARD OF DIRECTORS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5(Five) Board meetings and 4(Four) Audit Committee Meeting were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evalution of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governmance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has associate company but does not have any Subsidiary, Joint Venture.

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure -B.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.spcapital.in under http:// www.spcapital.in/policies link.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY' OPERATION:

To the best of our knowledge, the Company has not received any such orders from Regulatiors, Courts or Tribunals during the year, which may impact the going concern status or the Company's operations in future.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Report on Corporate Governance and management Discussion and Analysis Reports along with Certificate of the Company Secretary in Practice pursuant to clause 49 of the Listing Agreement with the Stock Exchanges has been included in the report. Your company has been practicing the principle of good Corporate Governance over the year. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

LISTING WITH STOCK EXCHANGES:

Your Company continues to be listed on the Bombay Stock Exchange, where the Company's shares are being traded. The company has paid listing fee for the year 2015-16.

DEMATERIALISATION OF SHARES:

97% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 3% is in physical form.

EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks or disclaimer made by the statutory auditors in their audit report and by the practicing company secretary in the secretarial audit report accepts as under:

AUDITORS:

Statutory Auditors

As per provisions of Section 139(2) of the Companies Act, 2013 and rules thereof, no listed company shall appoint or reappoint an audit firm as auditor for more than two terms of five consecutive years. Every company existing on the commencement of the Act is required to comply with requirements of Section 139(2) within three years from the date of commencement of the Act. The present Statutory Auditors of the Company, M/s. Sanjay Raja Jain & Co, Chartered Accountants, (Firm Registration No. 120132W), retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Company has obtained written certificate from the retiring auditors to the effect that the appointment, if made, will be in accordance with the limit specified in Section 141 of the Companies Act, 2013. The Board has recommended their re-appointment to hold the office till the conclusion of next Annual General meeting, i.e. within the transition period allowed as per the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Martinho Ferrao, Practicing Company Secretary to undertake Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report contains qualification, reservation or adverse remark relating to the appointment of the Company Secretary. The Board clarifies that the Company has made the Advertisement and taken all necessary efforts to appoint the Company Secretary.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company has been duly constituted having three members namely:

i) Mr. Bhupendra T Shah

ii) Mr. Sureshchand P Jain

iii) Mr. Baldev V Boolani

*Sureshchand P Jain is the Chairman of the Audit Committee.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure - C.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of business of the Company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise wide risk management framework and overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been indentified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Risk Management Policy was reviewed and approved by the Committee.

PARTICULARS OF EMPLOYEES:

Information as per Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Rules, 1975 are given in the statement which from a part of this report. However as per the provisions of section 136 of the Companies Act, 2013, the report and accounts are being sent to all shareholders of the Company excluding the aforesaid information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, there were no cases filed pursuant to the aforesaid Act.

ACKNOWLEDGEMENTS:

The Directors would like to thank all clients, Bankers for the un-stinted support received from them during the year. The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board

Dated: 30/05/2015 Place: Mumbai SURESHCHAND P JAIN Chairman DIN: 00004402

---

Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report of the Company along with the audited statements of accounts for the year ended March 31, 2012.

Financial Results

The standalone financial results of your Company for the financial year ended March, 31, 2012 are summarized below :

(Amount in Rupees)

Particulars Year ended Year ended March 31, 2012 March 31, 2011

Net Sales / Gross Income 3,36,22,318 5,63.10,390

Profit Before Tax 23,51,257 24,57,095

Provision for Taxation (including deferred Tax) 7,03,686 6,64,535

Net Profit After Tax 16,47,571 17,92,560

Profit brought forward from Previous Year 73,06,412 79,11,359

Appropriation - Transferred to Reserve Fund 5,00,000 5,00,000

Transferred to General Reserve 5,00,000 5,00,000

Proposed Dividend 12,02,440 12,02,440

Tax on Proposed Dividend 1,95,066 1,95,066

Surplus carried to Balance Sheet 65,56,477 73,06,412

DIVIDEND

Your Directors are also pleased to recommend dividend for the year ended March 31, 2012 @ 0.20 (2%) per equity share of Rs.10/- each considering overall profitability and growth of the Company.

TURNOVER & OPERATIONS

The turnover of the Company for the year under review is Rs.336.22 lacs as against Rs.563.10 lacs in the previous year which in the opinion of the Directors are not satisfactory. Your Directors are hopeful to improve the growth rate in turnover and profitability in current year. Net profit after tax stood at Rs.16.48 lacs as against Rs.17.93 lacs in the previous year.

PERFORMANCE OF THE COMPANY

During the year Company's performance deteriorated due to bad market conditions and recessionary trend in the overall performance of financial industry globally. The results of the Company for the year under review bear a witness to the effort of the Board to sustain in an environment of bad performance of financial industry globally. The company has concentrated on its goals of consolidating and cutting cost wherever possible.

The Management Discussion and Analysis Report deals with the operations of your Company in detail and forms part of this Annual Report.

FIXED DEPOSITS

Your Company does not accept or hold any deposits and as such, no amount of principal or interest on fixed deposits was outstanding on the date of the Balance Sheet. The Company has not accepted any deposit from the public during the year under review, to which the provisions of Section 58A of the Companies Act, 1956 and the rules made there under would apply.

DIRECTORS

Shri S.P.Jain and Shri Bhupendra T Shah, Directors of the Company retire at the ensuing Annual General meeting and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) they have, in the selection of the accounting policies, consulted the statutory auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

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

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

CASH FLOW STATEMENT

Cash flow statement pursuant to Clause 32 of the listing agreement is attached herewith

SUBSIDIARIES

The company does not have any subsidiary company.

PARTICULARS OF EMPLOYEES

During the year under review none of the employees of the Company was in receipt of remuneration in excess of the limits, specified under section 217 (2A) of the Companies Act, 1956, whether employed for the whole year or part thereof.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Govermance are made a part of the Annual Reports.

Your Company being a professionally run company, has always believed in transparency and accountability. Your Company is fully compliant with the revised Clause 49 of the Listing Agreement. A report on Corporate Governance is attached to this report.

AUDITORS AND THEIR OBSERVATIONS

The present Auditors of the Company, M/s. SANJAY RAJA JAIN & CO, Chartered Accountants, Mumbai, retire as auditors of the Company at the ensuing Annual General Meeting and being eligible offers themselves for reappointment. Members are required to reappoint Auditors and fix their remuneration.

As required under the provisions of section 224 of the Companies Act, 1956, the Company has obtained written certificate from the above Auditors proposed to be reappointed to the effect that their reappointment, if made, would be in conformity with the limits specified in the said section.

PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

This information is required as per 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 and forming part of the Directors' Report for the year ended March 31, 2012.Since the Company's operations involve low consumption of energy, the Company has no comments to offer as far as (a) conservation of energy and (b) Technology absorptions are concerned.

FOREIGN EXCHANGE

Foreign exchange earned during the period under consideration was Rs. NIL Foreign exchange expenditure incurred during year amounted to Rs.NIL

LISTING ARRANGEMENT

Your Company continues to be listed on the Stock Exchange. Mumbai where the Company's shares are being traded. The company has paid listing fee for the year 2012-13.

THE FINANCIAL AND OPERATIONAL PERFORMANCE

The financial statement is in confirmation with provisions of the Companies Act,1956 and applicable accounting standard recommended by the Institute of Chartered Accountants of India. The financial statement reflects the genuine desire for the transparency and best judgment for the estimates made on prudent and reasonable bases to correctly reflect the true and fair affairs of the company.

SEGMENT WISE PERFORMANCE

Presently, company is dealing in single segment activity.

FUTURE PROSPECT / BUSINESS PLANS OF THE COMPANY

The opportunities ahead are immense and Company is fully geared to make the most of them. The company has concentrated on its goals of consolidating and cutting cost wherever possible. Various organization development initiatives were undertaken during the year. These are expected to help create a robust organization based on strong values, uniform and systematic business processes and people empowerment.

ACKNOWLEDGEMENTS

The Directors would like to thank all clients, Bankers for the un-stinted support received from them during the year. The Directors would also like to place on record their appreciation for the dedicated efforts and services put in by the employees of the Company.

For and on behalf of the Board

Dated: May 30, 2012

Place : Mumbai S. P. Jain

Chairman

---

Mar 31, 2010

The Board of Directors of your Company have pleasure in presenting the 18th Annual Report of the Company alongwith the Audited statement of accounts and the Auditors Report for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

Financial Results of the Company for the year under review are summarized as under :

(Rs. in Lacs) Year ended Year ended 31.03.2010 31.03.2009

Gross Income 773.74 91.21

Profit before Interest, Depreciation & Tax 475.36 54.09

Less / (Add) : Prior Period Items expenses / (income) (0.76) (0.78)

Less : Interest 349.13 0.07

Less : Provision / Reversal of Depreciation (2.78) 1.54

Less : Provisions of net of MAT credit (Taxes) (13.70) 3.55

Net Profit after Tax 143.47 49.71

Less : Special Reserve (U/s 45-1C, RBI Act, 1934) 28.69 9.94

Profit Brought Forward 497.75 457.98

Balance carried forward to Balance Sheet 612.53 497.75

RESULTS & PERFORMANCE OF THE COMPANY

The results of your Company have improved as compared to previous years results. The Company proposes to make all its efforts to sustain the trend of growth at a good pace in the coming years.

Total revenues for the year ended March, 31, 2010 amounted to Rs. 773.74 Lacs as compared to Rs. 91.21 Lacs in the previous year.

Profit before interest, depreciation and taxes for the financial year 2010, amounted to Rs. 475.36 Lacs. The Profit after Tax for the financial year is 143.47 Lacs as against Rs. 49.71 Lacs in the previous financial year, however, for the financial year ended 31st March, 2010, the surplus carried to the Balance Sheet amounted to Rs. 612.53 Lacs as against the surplus of Rs. 497.75 Lacs in the last financial year ended 31st March, 2009. The higher revenue and profit is largely attributable to income from trading of shares and securities.

RBI GUIDELINES

The Company is registered with Reserve Bank of India as a NBFC and is holding Certificate of Registration issued by Reserve Bank of India under Section 45 I A of the RBI Act, 1934. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

INVESTMENTS

Total investments of the Company is Rs. 34.43 crores, which includes investments in Group / subsidiaries of Rs. 34.41 crores.

The market value of investment in quoted shares as on 31.03.2010 is Rs. 65.98 Crores and cost of investment in unquoted shares as on 31.03.2010 is Rs. 20.73 Lacs.

DIVIDEND

In order to conserve the resources, your Directors have decided not to recommend any dividend on the Equity Shares of the Company for the current financial year.

SHARE CAPITAL

During the year 2009-10 the Company after taking approval of the shareholders in the General meeting held on 18th May 2009, issued 1755000 warrants on 28th May 2009, to two body corporates, other than Promoters. The said warrants were issued with a right to subscribe equal number of equity shares of Rs. 10/- each on conversion within a period of 18 months from the date of allotment of these warrants.

The Company has converted the aforesaid warrants and issued 1755000 equity shares of the Company on 10th May 2010.

The Company after obtaining the approval of the members issued 2000000 convertible warrants on 21st May 2010 to one of the Promoters and to two other members other than promoters. The said warrants were issued @ Rs. 23.54 per warrant with a right to subscribe equal number of equity shares of Rs. 10/- each on conversion within a period of 18 months from the date of allotment of these warrants.

ISSUE OF NCDs

Your Company had issued 3500000 secured non convertible debentures of Rs. 100/- each aggregating to Rs. 35 Crores, through private placement. The said NCDs were redeemed within the time period.

FIXED DEPOSITS

Your Company has neither accepted any Public Deposits during the year nor the Company has any plan to accept any fixed deposits from the public.

SUBSIDIARY COMPANIES

During the Financial Year ended March 31, 2010, the Company incorporated its two wholly owned subsidiaries Moon Orchid Housing Private Limited and Meadow Real Estate Private Limited on December 1, 2009.

Both the Companies will be engaged in the real estate business.

These subsidiary companies are non-material unlisted subsidiaries of the Company.

In the group company namely Almondz Global Securities Limited (AGSL), your Company Almondz Capital & Management Services Ltd. (ACMS) held 49.97% of voting rights, Almondz Insurance Brokers Pvt. Ltd. (AIBPL) held 0.13% voting rights and rest voting rights of 49.90% was with others as on 31st March 2010. As per Section 42(3) of the Companies Act, 1956, AIBPL being subsidiary of AGSL did not have right to vote on those shares, accordingly total voting rights in AGSL reduced by 0.13% resulting into increase in voting power of ACMS to 50.03% in AGSL and thus AGSL became a subsidiary of ACMS in terms of provisions of Section 4 of the Companies Act,1956.

Accordingly as per the provisions of Section 4 (1) (c) of the Companies Act, 1956 all the 5 subsidiaries of AGSL also became subsidiaries of ACMS as on 31st March 2010.

However, Almondz Insurance Brokers Pvt. Ltd. (AIBPL) has sold some of its shares on 10-06-2010 resulting its holding in AGSL reduced to 0.05% and accordingly total voting rights in AGSL reduced by 0.05%. Out of total voting rights, ACMS has only 49.99% voting rights in AGSL and accordingly AGSL and all its subsidiaries ceased to be subsidiaries of ACMS w.e.f.10-06-2010.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements, drawn up in accordance with the applicable Accounting Standards, form part of the Annual Report. In view of this and in accordance with the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies, have not been attached to the Balance Sheet of your Company. The financial information relating to all the Subsidiary Companies, in the aggregate, has been disclosed in the consolidated financial statements, as required by the Central Government as part of its approval. The consolidated financial statement attached to this Annual Report is prepared in compliance with Accounting Standard and Listing Agreement prescribed by SEBI.

Further,

- The details of accounts of all the Subsidiary Companies have been posted by your Company on its website – www. almondzcapital.com

- The annual accounts of the Subsidiary Companies and related detailed information will be made available to the members upon request.

- Annual accounts of the Subsidiary Companies will be available for inspection by the members, at the head offices of the Company and the Subsidiary Companies concerned.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, covering matters listed in Clause 49 of the Listing Agreement for the year under review, is given as a separate statement elsewhere in the Annual Report.

DIRECTORS

Mr. Harjit Singh Sudershan Sethi was appointed as an Additional Director by the Board with effect from May 29, 2010. In accordance with Section 260 of the Companies Act, 1956, he will hold office only up to the date of the ensuing Annual General Meeting. Being eligible, he offers himself for re-appointment.

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company Mr. Sanjay Grover retires at the 18th Annual General Meeting and being eligible offers himself for reappointment.

A brief resume of the Directors being appointed / re-appointed, nature of their expertise in the specific functional areas is mentioned in the Corporate Governance section. Other details of Directors and names of companies in which they hold the Directorship and / or Membership / Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement, is given in the Statement of Corporate Governance elsewhere in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed :

(a) that in preparation of the Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed alongwith the proper explanation relating to the material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

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

(d) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s H. V. & Associates, Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting are recommended to be re- appointed as Auditors of the Company. A letter from them confirming that, if they are re-appointed as the Statutory auditors of the Company, such appointment will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956, and they are not disqualified in terms of Section 226 of the Companies Act, 1956, from being appointed as the Statutory Auditors of the Company, has been received.

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

STATUTORY STATEMENT

The statements, pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to your Company.

Your Company has not paid any remuneration to any of the employees of the Company attracting the provisions of Companies (Particulars of Employees) Rules, 1975, read with Section 217 (2A) of the Companies, Act, 1956, as amended to date. Hence, no information is required to be appended to the Repot in this regard.

Your Company has not accepted any Fixed Deposits during the year under review.

The Equity shares of the Company are listed at Delhi Stock Exchange Ltd., and Bombay Stock Exchange Ltd. and the Annual Listing fees have been paid to each of these Stock Exchanges.

CORPORATE GOVERNANCE

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

The Report on Corporate Governance forms part of the Directors Report, and is annexed herewith.

As required by the Listing Agreement, Auditors Report on Corporate Governance and a declaration by the Managing Director with regard to Code of Conduct are attached to the said Report. The Management Discussion & Analysis is given as a separate statement forming part of the Annual Report.

Further, as required under Clause 49 of the Listing Agreement, a certificate, duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2010, was submitted to the Board of Directors at their meeting held on August 13, 2010. The certificate is attached to the Report on Corporate Governance.

GROUP

The following persons constitute the Group pursuant to Regulation 3 (1) (e) of SEBI (substantial aquisition of shares and takeovers) Regulations, 1997 :

Mr. Navjeet Singh Sobti

Ms. Gurpreet N S Sobti

Innovative Money Matters Pvt. Ltd.

Almondz Global Securities Ltd.

or any other Company, firm or trust promoted or controlled by the above.

ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation received from the Banks and Financial Institutions, for the continued enthusiasm, total commitment, dedication and efforts of the employees of the Company. We are also deeply grateful for the continued confidence and faith reposed on us by the Shareholders.

For and on behalf of the Board of Directors

Ramesh Peer G. P. Agrawal

Managing Director Director

New Delhi

13th August, 2010