Dear Members,
 
 The Directors present their Thirty Third Annual Report together with
 the Audited Accounts for the year ended June 30, 2011.
 
 FINANCIAL PERFORMANCE:
 
 The financial performance of the Company for the year ended June 30,
 
 2011 is summarized below:
 
                                                      (RS. in Million)
 
 Particulars                                  2010-2011     2009-2010
 
 Total Income                                    558.58        664.10
 
 Profit before Interest, Depreciation 
 and Tax                                         (51.01)       234.19
 
 Less: Interest                                   55.17         60.68
 
 Less: Depreciation                               35.94         35.92
 
 Profit before tax                              (142.18)       137.59
 
 Less: Provision for Taxation                   (10.33)         52.71
 
 Profit after tax                               (131.79)        84.88
 
 Add: Balance brought forward from
 
                                                 598.72        517.83
 previous year
 
 Profit available for appropriation              466.93        602.70
 
 Less: Proposed Dividend                            Nil          3.41
 
 Provision for Dividend Tax                         Nil          0.57
 
 Balance carried to Balance Sheet                466.93        598.72
 
 
 PERFORMANCE:
 
 Detailed information on the overall performance of the Company is given
 in the Management Discussion and Analysis Report which forms part of
 this Report.
 
 DIVIDEND:
 
 In view of the losses during the year and in order to preserve cash for
 the operating businesses, your Directors do not recommend any dividend
 for the financial year 2010-11.
 
 DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. K. V. Krishnamurthy, Mr.
 Ibrahim S. Belselah and Mr. Dhanpal Jhaveri retire by rotation at the
 forthcoming Annual General Meeting and being eligible, offer themselves
 for re-appointment.
 
 The Board at its meeting held on April 19, 2011, appointed Mr. T. R.
 Madhavan as an Additional Director in the capacity of Executive
 Chairman of the Company for a period of 3 years. Pursuant to Section
 260 of the
 
 Companies Act, 1956, Mr. Madhavan holds office as a Director up to the
 date of the forthcoming Annual General Meeting but is eligible to be
 appointed as a Director. Approval of shareholders is being sought at
 the ensuing Annual General Meeting for his appointment as a Director
 and Executive Chairman, on the terms and conditions, as provided in the
 Notice of the Annual General Meeting.
 
 The Board at its meeting held on March 25, 2011 and April 19, 2011
 appointed Mr. Subimal Bhattacharjee and Mr. Rajesh Nanavaty as
 Additional Directors respectively. Pursuant to Section 260 of the
 Companies Act, 1956, Mr. Bhattacharjee and Mr. Nanavaty holds office as
 a Director up to the date of the ensuing Annual General Meeting but are
 eligible to be appointed as a Director. Approval of Members is being
 sought for their appointment as a Director at the ensuing Annual
 General Meeting.
 
 A brief resume of the Directors seeking appointment / re-appointment at
 the ensuing Annual General Meeting, nature of their expertise and names
 of the other companies in which they hold Directorship and Committee
 Membership is provided as a part of the notice of the ensuing Annual
 General Meeting.
 
 During the year under review, Mr. Chandir Gidwani has resigned as
 Chairman w.e.f April 19, 2011. However, he continues to be on the Board
 as a Non-Executive Director of the Company. Mr. Manmohan Shetty, Mr. G.
 Narayanan, Ms. Sonia Gidwani, Mr. P. G. Kakodkar and Mr. Sameer Sain
 resigned from the Board w.e.f. September 30, 2010, December 31, 2010,
 March 25, 2011, April 19, 2011 and October 14, 2011 respectively. The
 Board wishes to place on record its appreciation for the invaluable
 services and guidance given by each of them during their respective
 tenures as Directors of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to the provisions of section 217(2AA) of the Companies Act,
 1956, the Directors hereby certify and confirm that:
 
 1) 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;
 
 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 at the end of the financial year and of the profit or loss 
 of Company for that period;
 
 3) they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provision of this
 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.
 
 SUBSIDIARY / JOINT VENTURE COMPANIES:
 
 During the year under review, the Company has entered into an
 arrangement with M/s. Future Capital Holdings Limited (FCH), wherein it
 has acquired the entire stake of FCH in M/s. CentrumDirect Limited
 (Formerly FCH CentrumDirect Limited) and sold its entire stake in M/s.
 Future Capital Securities Limited (Formerly FCH Centrum Wealth Managers
 Limited) to FCH. Consequently, M/s. CentrumDirect Limited and M/s
 Future Capital Securities Limited ceased to be Joint Venture Companies
 between the Company and FCH. In view of this, M/s.  CentrumDirect
 Limited has become a wholly owned subsidiary of the Company and M/s.
 Club 7 Holidays Limited (Subsidiary of CentrumDirect Limited) has
 become a step down subsidiary of the Company.
 
 During the year under review, the Company has made an investment in M/s
 Commonwealth Centrum Advisors Limited, and the said entity is now a
 50:50 joint venture between the Company and M/s. Commonwealth Finance
 Corporation Limited in Hong Kong.
 
 In terms of the General Circulars of the Ministry of Corporate Affairs,
 Government of India has granted general exemption under section 212(8)
 of the Companies Act, 1956. In view of this, copies of the Balance
 Sheet, Profit & Loss Account, Report of the Board of Directors and
 Auditors of its subsidiaries namely Centrum Financial Services Limited,
 Centrum Infrastructure and Realty Limited, Centrum Wealth Management
 Limited (Formerly Centrum Investments Limited), Accounts Receivables
 Management Services (India) Limited, CentrumDirect Limited, Club 7
 Holidays Limited (step down subsidiary), Centrum Securities (Europe)
 Limited, Centrum Capital Holdings LLC and Centrum Securities LLC (step
 down subsidiary) have not been attached with the Balance Sheet of the
 Company. These documents will be made available upon request by any
 member of the Company interested in obtaining the same at the Corporate
 Office of the Company. However, as directed by the MCA in the aforesaid
 circulars, the financial information of the said subsidiaries has been
 disclosed in the Annual Report.
 
 The annual accounts of the Subsidiary Companies will also be kept for
 inspection by any shareholders at the Corporate Office of the Company
 and that of respective Subsidiary Companies.
 
 Further pursuant to Accounting Standard (AS-21) issued by the Institute
 of Chartered Accountants of India, Consolidated Financial Statements
 presented by the Company in this Annual Report include financial
 information of its aforesaid subsidiaries.
 
 SHARE CAPITAL:
 
 The Company has made preferential allotment of its 105,783 equity
 shares to M/s Future Capital Holdings Limited (FCH) on 6th May 2011
 towards discharge of part consideration for acquisition of the entire
 stake of FCH in M/s CentrumDirect Limited. The aforesaid preferential
 allotment was authorised by the special resolution passed by the
 Shareholders of the Company at their meeting held on April 25, 2011.
 
 CONSOLIDATED FINANCIAL STATEMENTS:
 
 As required under the Listing Agreement with the Bombay Stock Exchange
 Limited, Consolidated Financial Statements of the Company are attached.
 The Consolidated Financial Statements have been prepared in accordance
 with Accounting Standards 21, 23 and 27 issued by the Institute of
 Chartered Accountants of India. These statements have been prepared on
 the basis of Audited Financial Statements received from Subsidiaries,
 Joint Ventures and Associate Companies, as approved by their respective
 Boards of Directors.
 
 UTILIZATION OF PROCEEDS OF PREFERENTIAL ALLOTMENT:
 
 The details of utilization of proceeds raised through preferential
 issue of equity shares are disclosed to the Audit Committee and in the
 Annual Report. The Company has not utilized these funds for purposes
 other than those stated in the notice convening the Extra Ordinary
 General Meeting called for the approval of said preferential issue of
 equity shares.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
 
 As required by Clause 49 of the Listing Agreement with the Bombay Stock
 Exchange Limited, a Management Discussion and Analysis Report forms
 part of the Annual Report.
 
 PARTICULARS OF EMPLOYEES AND EMPLOYEES STOCK PURCHASE SCHEME:
 
 In terms of the provisions of section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the name and other particulars of the certain employees are
 required to be set out in the Annexure to the Directors'' Report.
 However, as per the provisions of section 219(1)(b)(iv) of the said
 Act, the
 
 Annual Report excluding the aforesaid information is being sent to all
 the Members of the Company and others entitled thereto. Members who are
 interested in obtaining such particulars may write to the Company at
 its Corporate Office.
 
 The disclosure(s) required under the Securities and Exchange Board of
 India (Employee Stock Option Scheme and Employee Stock Purchase
 Scheme), Guidelines, 1999 are annexed and forms part of this Report.
 
 AUDITORS AND AUDITORS'' REPORT:
 
 M/s. S. R. Batliboi & Co., Chartered Accountants, retires as Statutory
 Auditors at the ensuing Annual General Meeting and have expressed their
 willingness to continue, if so appointed. As required under the
 provisions of Section 224(1B) of the Companies Act, 1956, the Company
 has obtained written confirmation from the Auditors proposed to be
 re-appointed to the effect that their re-appointment if made, would be
 in conformity with the limits specified in the said section. A proposal
 seeking their re-appointment is provided as part of the Notice of the
 ensuing Annual General Meeting.
 
 With regard to Point No. 4 in the Auditors'' Report, based on various
 factors taken into account by the management of the Company viz.
 post-dated cheque, pledge of shares and management discussion with the
 said debtor, in the view of the Board of Directors, the said amount is
 fully recoverable and accordingly the same need not be subject to any
 further provisioning.
 
 With regard to Point No. 5 in the Auditor''s Report, we wish to submit
 as follows:
 
 a.  Based on the certification from an independent value on the basis
 of financial estimates provided by the management of Centrum Broking
 Private Limited (CBPL), conforming fair valuation higher than the cost
 of investments in CBPL in the books of the Company, the Board of
 Directors believe that no impairment is necessitated in respect of the
 said Investments.
 
 b.  The approval for remuneration to Whole Time Director and Managing
 Director, from the Central Government is required, due to inadequacy of
 profit in the year ended June 30, 2011. Your Company is in the process
 of making necessary applications in this regards.
 
 The Notes on Accounts referred to in the Auditors'' Report are self-
 explanatory and do not call for any further comments.
 
 DEPOSITS:
 
 The Company has not accepted any deposits from any Member, Director or
 public.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
 
 In view of the nature of activities which are being carried out by the
 Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in
 the Report of Board of Directors) Rules, 1988, concerning conservation
 of energy and technology absorption respectively are not applicable to
 the Company.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 The details of foreign exchange earnings and outgo during the year
 under review are provided at Item No. 14 (Notes to Accounts) of the
 Audited Accounts. The members are requested to refer to the said Note
 for details in this regard.
 
 CORPORATE GOVERNANCE:
 
 A detailed Report on Corporate Governance pursuant to the requirements
 of Clause 49 of the Listing Agreement forms part of the Annual Report.
 A Certificate from the Auditors of the Company, M/s S. R. Batliboi &
 Co., Chartered Accountants, conforming compliance with the conditions 
 of Corporate Governance as stipulated under the aforesaid Clause 49, 
 also forms part of the Annual Report.
 
 ACKNOWLEDGEMENTS:
 
 Your Directors place on record their appreciation to Company''s clients,
 vendors, investors, business associates and bankers for their support
 to the Company.
 
 The Directors also thank the Government of India, the Governments of
 various countries, the concerned State Governments, Government
 Departments and Governmental Agencies for their co-operation.
 
 The Directors appreciate and value the contribution made by every
 member of the Centrum family. Your Directors look forward to the
 continued support of all stakeholders in the future.
 
 
 
                            For and on behalf of the Board of Directors
 
                            T. R. Madhavan          K. V. Krishnamurthy
 
                            Executive Chairman                 Director
 
 Place: Mumbai
 
 Date : October 14, 2011