Almondz Capital and Management Services

The Board of Directors of your Company have pleasure in presenting the
 16th Annual Report of the Company alongwith the Audited Statement of
 Accounts and the Auditors Report for the Year ended 31st March, 2008.
 
 FINANCIAL HIGHLIGHTS
 
 Financial Results of the Company for the year under review are
 summarized as under :
 
                                                       (Rs. in Lacs)
                                               Year Ended    Year Ended
                                              31.03.2008     31.03.2007
 
 Gross Income                                    97.50        184.21
 Profit Before Interest, Depreciation & Tax      47.71        105.90
 Less / (Add): Prior Period Items Expenses / 
 (Income)                                         2.73        (30.50)
 Less : Interest                                  0.18          1.05
 Less : Depreciation                              2.12          3.63
 Less : Taxes                                     1.79          4.01
 Net Profit After Tax                            40.89        127.71
 Profit Brought Forward                         417.09        343.60
 Profit Available for Appropriation             457.98        471.31
 Appropriation
 Provision for Proposed Dividend                   -           47.55
 Corporate Dividend Tax                            -            6.67
 Balance carried forward to Balance Sheet       457.98        417.09
 
 RESULTS
 
 Revenues : Total revenues for the year ended March 31, 2008 amounted to
 Rs. 97.50 Lacs.
 
 Profits : Profit before interest, depreciation and tax for the
 Financial Year 2007-08, is amounted to Rs. 47.71 Lacs. The Profit after
 Tax for the Financial Year is Rs. 40.89 Lacs as against Rs. 127.71 Lacs
 in the previous Financial Year, however, for the Financial Year ended
 31st March, 2008, the surplus carried to the Balance Sheet is amounted
 to Rs. 457.98 Lacs as against the surplus of Rs. 417.09 Lacs in the
 last Financial Year ended 31st March, 2007.
 
 NBFC REGISTRATION
 
 The Company has filed an Application to Reserve Bank of India for
 registering as Non Banking Financial Company.  The application is for
 consideration at the Central Office of RBI, Mumbai.
 
 INVESTMENTS
 
 Your Company had subscribed 10205000 Equity Shares of erstwhile Almondz
 Capital Markets Pvt. Ltd., a Company promoted by the Group, which was
 engaged in the stock broking business. Almondz Capital Markets Pvt.
 Ltd., got amalgamated with one of the group Company namely Almondz
 Global Securities Ltd. Consequent to the amalgamation the Company got
 3401667 Equity Shares in the ratio of 1 Equity Shares for every 3
 Equity Shares held in the erstwhile Company. The consolidated holding
 along with the previous holding in Almondz Global Securities Ltd., is
 11802667 Equity Shares.
 
 Almondz Capital & Management Services Ltd., has also Invested in other
 Group Companies which includes 255000 Equity Shares of Almondz
 Insurance Brokers Pvt. Ltd., and 5000 Equity Shares of Latitude 23
 Communications Ltd.
 
 DIVIDEND
 
 It is felt for your Company 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.
 
 INCREASE IN SHARE CAPITAL
 
 During the year 2007-08, your Company made a Preferential Issue of
 505900 Equity Shares. The Equity Shares were allotted to one of the
 Promoters namely M/s Innovative Money Matters Pvt. Ltd. and to
 Dharmayug Investments Ltd. (Bennett Coleman Group) which were all
 subscribed. Subsequent to Preferential Issue, the Paid-up Share Capital
 of the Company increased from Rs.101608131/- to Rs. 106667131/-
 consisting of 10015900 Equity Shares fully paid-up of Rs. 10/- each.
 
 FIXED DEPOSITS
 
 The amount of the unclaimed deposits of Rs. 1.33 Lacs, lying in the
 Escrow Account maintained with HDFC Bank Ltd. (formerly Centurion Bank
 of Punjab Ltd.,) along with the interest accrued thereon, were
 transferred to the Investor Education & Protection Fund (IEPF) on 9th
 January 2007 pursuant to Section 205C of the Companies Act, 1956.
 During the year under report, the Company has not accepted any deposit
 from public. There is no deposit with the Company now.
 
 SUBSIDIARY COMPANIES
 
 The Company had two subsidiaries, viz., Almondz Capital Markets Private
 Limited and Almondz Commodities Private limited. Consequent to the
 order of the Honble High Court of Delhi, Almondz Capital Markets
 Private Limited got merged on 31st March 2008, with one of the Group
 Company namely Almondz Global Securities Limited and therefore ceased
 to be the subsidiary of your Company. Almondz Commodities Private
 Limited which was subsidiary of Almondz Capital Markets Private Limited
 also ceased to be subsidiary of your Company, consequent upon merger of
 Almondz Capital Markets Private Limited.
 
 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
 
 During the year under report the Company has lost one of its Directors
 Mr. Mahendra Kumar Aggarwal due to his sudden demise. The Board places
 on record its heartfelt condolence and pray God that his soul lie in
 peace.
 
 Mr. Chand Krishna Tikku was appointed as an Additional Director of the
 Company w.e.f. 03.01.2008. His period of office expires at the
 commencement of the ensuing Annual General Meeting. The Company has
 received Notice under Section 257 of the Companies Act, 1956, in
 respect of his appointment as Ordinary Director, liable to retire by
 rotation, at the forthcoming Annual General Meeting.
 
 Mr. Shiam Sunder Lal Gupta was appointed as an Additional Director of
 the Company w.e.f. 30.07.2008. His period of office expires at the
 commencement of the ensuing Annual General Meeting. The Company has
 received Notice under Section 257 of the Companies Act, 1956, in
 respect of his appointment as Ordinary Director, liable to retire by
 rotation, at the forthcoming Annual General Meeting.
 
 Mr. Sanjay Grover, Director of the Company, is due to retire by
 rotation at the ensuing Annual General Meeting of the Company and being
 eligible, offers himself for re-appointment.
 
 A brief resume of the Directors being appointed/re-appointed, nature of
 their expertise in the specific functional areas, 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, are 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. K. Chhabra & Co., Chartered Accountants, Statutory Auditors of
 the Company will retire at the conclusion of the forthcoming Annual
 General Meeting are recommended for re-appointment 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, 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
 
 The Company continues to comply with the requirement of the Listing
 Agreements with the Stock Exchanges where the Companys Shares are
 listed. In addition to the basic governance issues, the management lays
 strong emphasis on transparency, accountability and integrity.
 
 In terms of the provisions under Clause 49 of the Listing Agreements,
 your Company has complied with requirements of Corporate Governance and
 a report on Corporate Governance together with a Certificate from the
 Auditors of the Company confirming compliance of Clause 49 of the
 Listing Agreements is attached in this Report.
 
 ACKNOWLEDGEMENT
 
 Your Directors would like to express their grateful appreciation for
 the assistance, co-operation and trust reposed in your Company by the
 Investors, Banks, Securities and Exchange Board of India, Reserve Bank
 of India, Stock Exchanges and other Government Authorities during the
 financial year under review.
 
 Your Directors also wish to place on record their sincere appreciation
 of the contribution made by the Employees of the Company and are
 thankful to the Shareholders for their continued patronage and support.
 
                             For and on behalf of the Board of Directors
 New Delhi            GOVIND PRASAD AGRAWAL            RAMESH PEER
 July 30, 2008                Director               Managing Director