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Almondz Capital and Management Services
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Directors Report Year End : Mar '11
To the Members,
 
 The Board of Directors of your Company have pleasure in presenting the
 19th Annual Report of the Company alongwith the Audited statement of
 accounts and the Auditor''s Report for the year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
 Financial Results of the Company for the year under review are
 summarized as under :
 
                                                    (Rs. in Lacs)
 
                                       Year ended     Year ended
                                       31.03.2011     31.03.2010
 
 Gross Income                              771.46         773.74
 
 Profit before Interest, 
 Depreciation & Tax                        648.07         475.36
 
 Less / (Add) : Prior Period 
 Items expenses / (income)                   0.28          (0.76)
 
 Less : Interest                           266.43         349.13
 
 Less : Provision / Reversal 
 of Depreciation                             0.86          (2.78)
 
 Less : Provision for Taxes                 99.81         (13.70)
 
 Net Profit after Tax                      280.69         143.47
 
 Less : Special Reserve 
 (U/s 45-1C, RBI Act, 1934)                 56.14          28.69
 
 Profit Brought Forward                    612.53         497.75
 
 Balance carried forward 
 to Balance Sheet                          837.08         612.53
 
 FINANCIAL PERFORMANCE OF THE COMPANY
 
 Total revenues for the year ended March, 31, 2011 amounted to Rs.
 771.46 Lacs as compared to Rs. 773.74 Lacs in the previous year. Profit
 before interest, depreciation and taxes for the financial year 2011,
 amounted to Rs. 648.07 Lacs as against Rs. 475.36 Lacs in the last
 year. The Profit after Tax for the financial year is Rs. 280.69 Lacs as
 against Rs. 143.47 Lacs in the previous financial year, however, for
 the financial year ended 31st March, 2011, the surplus carried to the
 Balance Sheet amounted to Rs. 837.08 Lacs as against the surplus of Rs.
 612.53 Lacs in the last financial year ended 31st March, 2010.
 
 The higher profit is largely attributable to reduction in
 administrative cost and low interest cost.
 
 RBI GUIDELINES
 
 The Company is registered with the Reserve Bank of India as a NBFC
 within the provisions of the NBFC (Reserve Bank of India) Directions,
 1998. The Company continues to comply with all the requirements
 prescribed by the Reserve Bank of India as applicable to it.
 
 DIVIDEND
 
 The Board of Directors does not recommend any dividend on the Equity
 Shares of the Company for the current financial year.
 
 SHARE CAPITAL
 
 During the year 2010-11 the Company after obtaining the approval of the
 members issued 2000000 convertible warrants on 21st May 2010 to one of
 the Promoter 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 on conversion of Rs.  10/- each within a
 period of 18 months from the date of allotment of these warrants.  The
 Company has converted the aforesaid warrants and issued 2000000 equity
 shares of the Company on 20th November 2010.
 
 PUBLIC DEPOSITS
 
 Your Company has neither accepted any Public Deposits during the year
 nor the Company has any plan to accept any deposits from the public.
 
 SUBSIDIARY COMPANIES
 
 The Company has two wholly owned subsidiaries namely Moon Orchid
 Housing Private Limited and Meadow Real Estate Private Limited. These
 subsidiary companies are non-material unlisted subsidiaries of the
 Company.
 
 In view of the general approval granted by the Central Government under
 Section 212(8) of the Companies Act, 1956, vide its General Circular
 No.2/201 1dated 08-02-2011 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.  Further,
 
 - 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.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Pursuant to Clause 32 and 50 of the Listing Agreement, your Company has
 prepared Consolidated Financial Statements as per the Accounting
 Standards applicable to the Consolidated Financial Statements issued by
 the Institute of Chartered Accountants of India. Audited Consolidated
 Financial Statements along with the Auditors'' Report are annexed with
 this Report.
 
 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
 
 In accordance with the provision of the Companies Act, 1956 and
 Articles of Association of the Company Mr. Chand Krishna Tikku retires
 at the 19th Annual General Meeting and being eligible offers himself
 for reappointment. A brief resume of Director being re-appointed,
 nature of his 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 whose firm name has been changed to H.K.Chhabra & Co., will
 retire at the conclusion of the forthcoming Annual General Meeting are
 recommended for re-appointment of the Company''s Auditors. 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, and
 pursuant to Section 217(2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Rules, 1975, with respect to the
 employee(s) of the Company drawing remuneration exceeding the sum
 prescribed therein, are not applicable to your Company.
 
 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
 
 A report on Corporate Governance along with a certificate from the
 Auditors of the Company regarding the compliance with conditions of
 Corporate Governance as also the Management Discussion and Analysis
 Report as stipulated under Clause 49 of the Listing Agreement is
 annexed to this 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, 2011, was submitted to the Board of Directors at their
 meeting held on August 9, 2011. The certificate is attached to the
 Report on Corporate Governance.
 
 Group coming within the definition of groups defined in the Monopolies
 and Restrictive Trade Practices Act, 1969 (54 of 1969)
 
 The following persons constitute the Group coming within the definition
 of group as defined in the Monopolies and Restrictive Trade Practices
 Act, 1969 (54 of 1969) :
 
 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. The above disclosure has been made; inter alia, for the purpose
 of Regulation 3(1)(e) of the Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to express their sincere appreciation of the
 co-operation and assistance received from shareholders, bankers,
 regulatory bodies and other business constituents during the year under
 review. Your Directors also wish to place on record their appreciation
 for the commitment displayed by employees, in the performance of the
 Company during the year.
 
                        For and on behalf of the Board of Directors
 
                             Ramesh Peer      Govind Prasad Agrawal
                       Managing Director                   Director
 
 
 
 New Delhi
 9th August, 2011
Source : Dion Global Solutions Limited
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