The Directors have pleasure in presenting the Seventeenth Annual
 Report on the business and operations of your Company with Audited
 Accounts for the year ended 31st March, 2011. The financial results of
 the Company are summarized below:
 
 FINANCIAL RESULTS:
 
                                                        (Rs. In Lacs)
 
 PARTICULARS                               YEAR ENDED        YEAR ENDED
                                       31ST MARCH 2011  31ST MARCH 2010
 
 Income from Operations                       11818.36          4425.88
 
 Profit Before Depreciation and Taxes           196.93           287.51
 
 Less: Depreciation                             (8.38)           (5.42)
 
 Less: Provision for
 
 (a) Income tax                                (19.00)          (71.75)
 
 (b) Deferred tax                               (0.78)           (0.68)
 
 Income Tax paid of Earlier years               (3.67)           (0.92)
 
 Provisions for Loans & Advances                (7.51)          (10.53)
 
 Profit for the Year                            157.58           198.21
 
 Add: Brought forward from last year            165.15           100.16
 
 Distributable Profits                          322.73           298.37
 
 Appropriated as under:
 
 Transfer to Special Reserve                   (31.52)          (39.64)
 
 Proposed Equity Dividend                      (63.98)          (79.98)
 
 Tax on Distributed Profits                    (10.63)          (13.59)
 
 Balance Carried Forward to Balance Sheet       216.60           165.15
 
 DIVIDEND:
 
 Your directors are pleased to recommend the dividend for the financial
 year 2010-11 on Equity Share of Re.1/- each at Rs. 0.02 per share
 equivalent to 2% aggregating to Rs 63,98,762/- (Rupees Sixty Three Lacs
 Ninety Eight Thousand Seven Hundred and Sixty Two Only)
 
 FINANCIAL HIGHLIGHTS:
 
 During the Fiscal 2010-11, Company has grown its spectrum of financial
 operations and increased its advances portfolio to Rs. 4236.57 Lacs and
 the interest income of the Company have been stood at Rs. 659.41 Lacs
 which has grown multifold as compared to preceding fiscal of Rs. 193.91
 Lacs.
 
 The recently launched software division of the Company has posed the
 export turnover of Rs. 126.36 Lacs. However this fiscal, Company
 profits have been marginally declined from Rs. 198.21 Lacs in fiscal
 2010 to Rs 157.58 Lacs. This was mainly due to provisioning on advances
 as well as writing off some of its sub -tandard advances and also to
 mark to market provisions on shares held by Company.
 
 The net worth of your Company at the year end stands at Rs. 8787.48
 Lacs which translated to a book value of Rs. 2.75 per share of face
 value of Re. 1/-.
 
 DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association, Mr. Janak Mehta, Director retires by rotation
 at the ensuing Annual General Meeting and being eligible, offers
 himself for re-appointment.
 
 A brief resume and other details, as stipulated under the Listing
 Agreement for the above director seeking re-appointment is given as
 Additional Information on Directors which forms part of the Notice.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956
 the Directors confirm that:
 
 (i) In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures;
 
 (ii) Appropriate accounting policies have been selected and the
 directors have 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 2010-2011 and of the profit and loss of the Company for the
 period;
 
 (iii) Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis.
 
 COMMENTS ON AUDITORS REPORT:
 
 As regards not making provision for retirement benefits of employees,
 the same has not been done in view of the meager staff strength.
 
 STATUTORY AUDITORS:
 
 The retiring auditors, namely M/s. Bansal Bansal & Co., Chartered
 Accountants, Mumbai, hold office until the conclusion of the
 forthcoming Annual General Meeting and are seeking re-appointment. They
 have confirmed that their appointment if made, at the Annual General
 Meeting, will be within the limits prescribed under sub-section (1B) of
 Section 224 of the Companies Act, 1956. They have also confirmed that
 they hold a valid peer review certificate as prescribed under Clause
 41(1 )(h) of the Listing Agreement. Members are requested to consider
 their re-appointment.
 
 RIGHTS ISSUE :
 
 Your Company has already informed you all, about the Rights issue of
 15,99,69,040 Equity shares of Re. 1/- each at premium of Rs. 3/- each
 on a rights basis to the existing equity shareholders of the Company in
 the ratio of 1 (One) equity share for every 1 (One) equity share held
 aggregating Rs. 6398.76 Lacs. The process has been completed
 successfully and the paid up capital of the Company has been increased
 to Rs. 31,99,38,080/- from Rs.15,99,69,040/-
 
 UTILIZATION OF PROCEEDS OF RIGHTS ISSUE:
 
 The statement of projected utilization of the Rights Issue proceeds as
 per Letter of Offer dated 27th May, 2010 against actual utilization as
 on 31st March, 2011 is as follows:
 
                                                        (Rs. in Lacs)
 
 Proceeds of Rights Issue                                     6398.76
 
 Objects of the Rights Issue                 Proposed 
                                          Utilization          Actual 
                                                          Utilization 
                                                                   of
                                      of Rights Issue    Rights Issue 
                                             Proceeds        Proceeds
 Capital for financing
 activity:-
 
 Margin funding, loan 
 against shares &
 securities                                      3000            1530
 
 Loan against
 properties                                      1000             440
 
 Corporate loan, bill discounting, 
 working capital loan                            1000         1231.21
 
 Arbitrage activity                               800            800*
 
 Acquisition of Shares of Comfort 
 Securities Pvt Ltd                               330             385
 
 Brand building                                   160             Nil
 
 Rights Issue Expenses                         108.76           27.51
 
 Total                                        6398.76         4413.72
 
 * Signifies the Payment to Broker against bills as well as for Margin
 requirements.
 
 The Balance fund has been invested in Fixed Deposits, Shares and
 Securities and lying in Bank Accounts.
 
 MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
 
 The Management Discussion and Analysis for the year 2010-11 and a
 detailed report on Corporate Governance, as required under Clause 49 of
 the Listing agreement executed with the Stock Exchanges, are given in
 separate sections forming part of the Annual Report.
 
 A Certificate from Statutory Auditors of the Company, M/s. Bansal
 Bansal & Co., confirming compliance with the conditions of Corporate
 Governance stipulated in Clause 49 is annexed to the report on
 Corporate Governance.
 
 PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);
 
 The provisions of Section 21 7(2A)of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) Rules 1988, as amended are not
 applicable to the Company, as there are no employees whose remuneration
 is in excess of the limits prescribed.
 
 LISTING:
 
 The Equity Shares of the Company are at presently listed with the
 Bombay Stock Exchange Limited and Jaipur Stock Exchange Limited. The
 Company is regular in payment of listing fee.
 
 CASH FLOW STATEMENT:
 
 In conformity with the provisions of Clause 32 of the Listing agreement
 and requirements of Companies Act, 1956, the Cash Flow Statement for
 the year ended 31 st March, 2011 is annexed hereto.
 
 ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
 
 Information in accordance with the provisions of Section 21 7(1 )(e) of
 the Companies Act, 1956 read with the Companies (Disclosure of
 particulars in the Report of Board of Directors) Rules, 1988 regarding
 conservation of energy, technology absorption and foreign exchange
 earning and outgo is given in the Annexure - 1.
 
 ACKNOWLEDGEMENT:
 
 Your directors place on record their gratitude for the continued
 co-operation and guidance extended by the Securities and Exchange Board
 of India, Reserve Bank of India, Bombay Stock Exchange Limited, Jaipur
 Stock Exchange Limited and take this opportunity to place on record
 their warm appreciation of the valuable contribution, unstinted efforts
 and the spirit of dedication by the employees and officers at all
 levels in the progress of the Company during the year under review.
 
 Your directors also express their deep gratitude for the assistance,
 co-operation and support extended to your Company by the bankers,
 customers as well as the investing community and look forward to their
 continued support.
 
                                        For and On behalf of the Board 
                                                                  Sd/-
 
                                                          ANIL AGRAWAL
                                          Chairman & Managing Director
 
 Place : Mumbai 
 Dated : 30.05.2011