The Directors have pleasure in presenting the Seventeenth Annual Report
 of your Company and the Audited Accounts for the year ended on 31st
 March, 2011.
 
 1. Financial results
 
 An overview of the financial performance of your Company along with its
 subsidiaries for the year 2010-11 is as under:
 
                                                        (Rs. in lac)
 
 Name of the              Revenues     Profit/(Loss)        Profit/
 Company                               before Interest,     (Loss)
                                       Depreciation and     after
                                       Tax                  Tax
 
 Emkay Global Financial   11826.44              1828.07      832.81
 Services Limited
 
 Emkay Fincap Limited       364.34               321.22      193.30
 
 Emkay Commotrade           935.29               255.72      160.31
 Limited
 
 Emkay Insurance            112.28              (60.17)     (44.14)
 Brokers Limited
 
 Emkay Investment           106.70                70.62       45.35
 Managers Limited
 
 Aggregate                13345.05              2415.46     1187.63
 
 An overview of the standalone financial performance of your Company for
 the year 2010-11 is as under:
 
                                                        (Rs. in lac)
 
 Particulars                            31.03.2011        31.03.2010
 
 Total income                             11826.44          11671.57
 
 profit before interest, 
 Depreciation                              1828.07           1964.19 
 and Tax
 
 Depreciation and Amortization              385.89            463.30
 
 interest                                   156.16            151.64
 
 profit before Taxation                    1286.02           1349.25
 
 provision for Taxation
 
 -Current Tax                               350.44            600.00
 
 -Deferred Tax Charges/(Benefit)             98.15           (91.76)
 
 -Short provision for Taxation of earlier     4.62              1.40 
 years
 
 profit after Taxation                      832.81            839.61
 
 Add: Balance brought forward              2207.31           1731.30
 
 Amount available for appropriations       3040.12           2570.91
 
 Appropriations
 
 -proposed Dividend                         245.26            243.21 
 (Current and earlier year)
 
 -provision for Tax on Dividend              39.79             40.39 
 (Current and earlier year)
 
 -Transfer to General Reserves               80.00             80.00
 
 Balance carried forward                   2675.07           2207.31
 
 2.  Dividend
 
 The Board of Directors are pleased to recommend a dividend at the rate
 of Rs. 1/- per equity share of the face value of Rs. 10/- for the year
 ended 31st March, 2011 (previous year Rs. 1/- per equity share). This
 Dividend is subject to approval of the Members at the forthcoming 17th
 Annual General Meeting.
 
 3.  Transfer to Reserves
 
 The Company proposed to transfer an amount of Rs. 80 lac to the General
 Reserve out of the amount available for appropriation. An amount of Rs.
 467.75 lac is proposed to be retained in the profit & Loss Account.
 
 4.  Review of Operations
 
 During the year under review, your Company recorded a total income of
 Rs. 11826.44 lac as compared to Rs. 11671.57 lac in the previous
 financial year, up by 1.33 %. The Net profit for the same period stands
 at Rs. 832.81 lac compared to Rs. 839.61 lac in the previous financial
 year.
 
 5.  Change in Office of Company Secretary
 
 Mr. Manish Jain – Company Secretary & Compliance officer of the Company
 has resigned with effect from 6th August, 2010. The Board of Director
 places on record its appreciation for the services rendered by Mr. Jain
 during his tenure as the Company Secretary & Compliance officer.
 
 Consequent to the resignati on of Mr. Manish Jain, Mr. Rahul
 Sahasrabuddhe was appointed as the Company Secretary & Compliance
 officer of the Company with effect from 27th August, 2010.
 
 6.  Cancellation of Membership of Currency Derivative Segment of Bombay
 Stock Exchange Limited
 
 During the year under review, your Company had applied for cancellation
 of Currency Derivative Membership Certificate of Bombay Stock exchange
 Limited. The same has been cancelled by SEBI with effect from 31st
 March, 2010.
 
 7.  Membership of Currency Derivative Segment of United Stock Exchange
 of India Limited
 
 During the year under review, the Company had applied for the
 membership of Currency Derivative segment of United Stock exchange of
 India Limited and acquired the membership on 7th February, 2011.
 
 8.  Management Discussion and Analysis
 
 A detailed review of the operations, performance and future outlook of
 the Company and its businesses is given in the Management Discussion
 and Analysis, which forms part of the Annual Report.
 
 9.  Incorporation of Wholly-owned Subsidiary Company
 
 The Company has floated a Wholly-owned Subsidiary in the name of Emkay
 investment Managers Limited on 8th June, 2010 to carry on the business
 of portfolio Management Services (PMS).  Emkay Investment Managers
 Limited obtained its Business Commencement Certificate on 23rd August,
 2010.
 
 10. Transfer of Portfolio Management Services Division of the Company
 
 The Company had sought the approval of members through postal ballot
 process for transfer of portfolio Management Services division of the
 Company to its wholly-owned Subsidiary viz. Emkay investment Managers
 Limited on 30th July, 2010. The Company has also obtained requisite
 approval from Securities and exchange Board of India (SEBI) in this
 regard and accordingly the Company has transferred its portfolio
 Management Services Division to its wholly owned subsidiary company
 viz. Emkay Investment Managers Limited at a consideration of Rs. 5 lac
 with effect from 1st January, 2011.
 
 11.  Public Deposits
 
 During the year, your Company has not accepted and/or renewed any
 public deposits in terms of the provisions of Section 58A of the
 Companies Act, 1956 read with the Companies (Acceptance of Deposits)
 Rules, 1975.
 
 12.  Subsidiary Companies
 
 Emkay Commotrade Limited (ECL) – a 100% subsidiary:
 
 Emkay Commotrade Limited offers commodity futures trading to its
 clients. it is member of four major commodity exchanges viz. Multi
 Commodity exchange of India Limited (MCX), National Commodity and
 Derivatives exchange Limited (NCDEX), National Spot exchange Limited
 (NSEL) and Indian Commodity exchange Limited (ICEX). ECL has a net
 worth of Rs. 10,55,65,729/- as on 31st March, 2011.
 
 Emkay Fincap Limited (EFL) – a 100% subsidiary:
 
 Emkay Fincap Limited is a RBI registered Non Deposit taking NBFC
 Company. Your Company had subscribed to 50,00,000 9% Non Convertible
 Redeemable preference Shares of Rs. 10 each of EFL on 25th July, 2007
 for a period of five years. EFL has redeemed
 
 40,00,000 9% Non Convertible Redeemable preference Shares of Rs. 10
 each out of 50,00,000 9% Non Convertible Redeemable preference Shares
 on 9th June, 2010z
 
 After the above redemptions, the paid up capital of EFL is now Rs.
 23,00,00,000/- divided into 2,20,00,000 equity shares of Rs. 10 each
 and 10,00,000 9% Non-Convertible Redeemable preference Shares of Rs. 10
 each. EFL has a networth of Rs. 31,11,43,847/- as on 31st March, 2011.
 
 Emkay Insurance Brokers Limited (EIBL) – a 100% subsidiary:
 
 Emkay Insurance Brokers Limited is registered with insurance Regulatory
 and Development Authority (IRDA) as a Direct insurance Broker and
 focuses on life and non-life businesses.
 
 The Company has subscribed to 10,00,000 equity Shares of Rs. 10 each
 issued by EIBL and EIBL has redeemed 10,00,000 9% optionally
 Convertible Redeemable preference Shares of Rs. 10 each during the year
 under review which was subscribed by the Company. The paid-up capital
 of EIBL is now Rs. 4,00,00,000/- divided into 40,00,000 equity shares
 of Rs.10 each. EIBL has a net worth of Rs. 1,65,34,725/- as on 31st
 March, 2011.
 
 Emkay Investment Managers Limited (EIML) - a 100% subsidiary
 
 Your Company has incorporated a wholly owned subsidiary Company viz.
 Emkay Investment Managers Limited on 8th June, 2010. EIML has obtained
 its Business Commencement Certificate on 23rd August, 2010. EIML
 commenced the business of portfolio Management Services with effect
 from 1st January, 2011.
 
 Your Company had subscribed to 25,00,000 equity Shares of the face
 value of Rs. 10 each during the year under review. The paid-up capital
 of EIML is now Rs. 2,50,00,000/- divided into 25,00,000 equity shares
 of Rs. 10 each. EIML has a networth of Rs. 2,95,35,466/- as on 31st
 March, 2011.
 
 Ministry of Corporate Affairs, Government of India, New Delhi has
 granted General exemption under Section 212 (8) of the Companies Act,
 1956 vide their circular No. 5/12/2007-CL-III dated 8th February, 2011
 subject to fulfillment of certain conditions as mentioned in their said
 circular for not attaching the Balance Sheet of the Subsidiary
 Companies for the year ended on 31st March, 2011.
 
 Accordingly, the Board of Directors of the Company has passed a
 resolution on 20th May, 2011 giving consent for not annexing the
 balance sheet of the Subsidiary Companies i.e. Emkay Fincap Limited,
 Emkay Commotrade Limited, Emkay Insurance Brokers Limited and Emkay
 investment Managers Limited for the year ended 31st March, 2011.
 
 The Consolidated Financial Statements presented by the
 
 Company include financial results of its Subsidiary Companies.  The
 Company will make available the annual accounts of the Subsidiary
 Companies and the related information to any member of the Company who
 may be interested in obtaining the same.  The annual accounts of the
 said Subsidiary Companies are also available for inspection by any
 member of the Company at the Corporate office situated at paragon
 Centre, C-6, Ground Floor, Pandurang Budhkar Marg, Worli, Mumbai - 400
 013.
 
 The Statement containing financial information of the aforesaid
 Subsidiaries is included in the Consolidated Accounts forming part of
 the Annual Report of the Company.
 
 13.  Purchase of Office Premises:
 
 The Company has been exploring various options for out right purchase
 of premises for office use considering the heavy rental outflow
 incurred on leased office premises. The Company has identified a
 property situated at Ruby House, Senapati Bapat Marg, Dadar (W),
 Mumbai-400 028. The Company has proposed to purchase the office
 premises in two tranches by executing two agreements. The Company has
 executed the first agreement with M/s. Mindset estates private Limited
 and M/s. Ruby Mills Limited for purchase of office premises admeasuring
 8531 sq.ft. carpet area situated at 7th floor, South east Wing, The
 Ruby, Senapati Bapat Marg, J. K. Sawant Marg, Dadar (West), Mumbai-400
 028.  The Company will be executing the second agreement with M/s.
 Mindset estates private Limited and M/s. Ruby Mills Limited for the
 purchase of other part of the office premises situated at 7th floor,
 South east Wing, The Ruby, Senapati Bapat Marg, J. K. Sawant Marg,
 Dadar (West), Mumbai-400 028 at a later stage.
 
 14.  Employee Stock Option Schemes
 
 With a view to remain a preferred employer, the Company has granted
 Stock options under two Schemes viz. ESOP 2005 & ESOP 2007 to the
 employees of the Company as well as that of the Subsidiary Companies.
 
 (a) ESOP 2005
 
 During the year 2006, the Company granted 381,250 options to the
 employees on 28th January, 2006 (each option carrying entitlement for
 one equity share of the face value of Rs. 10 each) at an exercise price
 of Rs. 20 per option. These stock options shall vest on expiry of one
 year from the date of grant and can be exercised during a period of
 three years from the date of vesting.
 
 During the Financial Year 2010-11, the Remuneration/ Compensation
 Committee allotted 51,500 equity Shares to 46 employees under the ESOP
 2005. These shares are listed on the Bombay Stock exchange Limited and
 the National Stock exchange of India Limited.
 
 Summary of ESOP 2005 as on 31st March 2011:
 
 Total no. of stock options available                      3,81,250 
 under the Scheme
 
 exercise price                                 Rs. 20/- per option
 
 exercise period                                            3 years
 
 Total no. of stock options granted under                  3,81,250 
 the scheme
 
 Stock options lapsed                                      1,42,000
 
 Stock options vested but not exercised                      18,750
 
 Stock options exercised                                   2,20,500
 
 outstanding Stock options                                   18,750
 
 (b) ESOP 2007
 
 The Company had granted 1,442,000 options on 17th January, 2008 to the
 employees (each option carrying entitlement for one share of the face
 value of Rs. 10 each) at an exercise price of Rs. 363 per option which
 was later repriced at Rs. 63 per option. Further, the Company granted
 244,000 options on 19th June, 2009, 207,500 options on 24th July, 2009,
 1,00,000 options on 4th May, 2010 and 6,11,500 options on 27th July,
 2010 to the employees under the said Scheme (each option carrying
 entitlement for one equity share of the face value of Rs. 10 each) at
 an exercise price of Rs. 63, Rs. 61, Rs. 93 and Rs. 77 respectively per
 option.
 
 During the Financial Year 2010-11, the Remuneration/ Compensation
 Committee allotted 54,950 equity Shares to 27 employees under the ESOP
 2007. These shares are listed on the Bombay Stock exchange Limited and
 the National Stock exchange of India Limited.
 
 Summary of ESOP 2007 as on 31st March 2011:
 
 Total no. of stock options granted 
 under the Scheme                         24,26,575 
 exercise price:
 
 14,42,000 options                        Rs. 63/- per option
 
 2,44,000 options                         Rs. 63/- per option
 
 2,07,500 options                         Rs. 61/- per option
 
 1,00,000 options                         Rs.  93/- per option
 
 6,11,500 options                         Rs. 77/- per option
 
 Exercise period                          3 years.  
 
 Total no. of stock options granted 
 under the scheme                         26,05,000
 
 Stock options lapsed                     5,35,500
 
 Stock options vested but not exercised   2,59,500
 
 Stock options exercised                  60,250
 
 outstanding Stock options                20,09,250
 
 Further, the Remuneration/Compensation Committee allotted 1000 equity
 Shares to one employee under the ESOP 2005 and 2,500 equity Shares to
 an employee under the ESOP 2007 on 2nd May, 2011.
 
 Consequent to the above allotments made under the aforesaid ESOP
 Schemes, the paid up equity Capital of the Company has increased from
 Rs. 24,32,08,000/- (as on 1st April, 2010) to Rs. 24,43,07,500/- as of
 date. The disclosures required to be made in the Directors Report in
 respect of the aforesaid ESOP Schemes, in terms of the SEBI (ESOP
 Scheme) Guidelines, 1999 are contained in Annexure A forming part of
 the Directors Report.
 
 15. Employee Stock Option Plan - 2010 through trust route.
 
 Your Company has introduced another ESOP Scheme viz. employee Stock
 option Plan-2010 (ESOP-2010) through trust route. The said Scheme was
 approved by the shareholders in the 16th Annual General Meeting of the
 Company held on 30th August, 2010. Your Company has also set up an
 employee welfare trust viz. Emkay employee Welfare Trust (the Trust).
 The new scheme will facilitate grant of option through Remuneration /
 Compensation Committee and /or trust to the employees of the Company in
 the form of stock options exercisable into equity shares. on the
 recommendation of the Remuneration / Compensation Committee of your
 Company, the trustee of the Emkay employee Welfare Trust have granted
 5,55,000 stock options on 21st October, 2010 @ Rs. 93/- per option to
 the eligible employees of the Company during the year under review.
 
 Summary of ESOP 2010 (through trust route) as on 31st March 2011:
 
 Total no. of stock options available under  24, 41,995 
 the Scheme
 
 Exercise price -- 5,55,000 options          Rs. 93/- per option
 
 Exercise period                             3 years
 
 Total no. of stock options granted 
 under the                                   5,55,000 
 scheme
 
 Stock options lapsed                        Nil
 
 Stock options vested but not exercised      Nil
 
 Stock options exercised                     Nil
 
 outstanding Stock options                   5,55,000
 
 Further, the Company granted 27,000 Stock options on 2nd May, 2011 to
 the Employee(s) under the said Scheme (each option carrying entitlement
 for one share of the face value of Rs. 10 each) at an exercise price of
 Rs. 63 per option.
 
 Details required to be provided under the Securities and exchange Board
 of India (employees Stock options Scheme and employee Stock purchase
 Scheme) Guidelines, 1999 are set out in Annexure A to this report.
 
 16. Directors
 
 At the 17th Annual General Meeting, Mr. G. p. Gupta and Mr. S. K.
 Saboo retire by rotation and being eligible, offer themselves for
 re-appointment.
 
 The above re-appointments form part of the Notice of the forthcoming
 17th Annual General Meeting and the respective resolutions are
 recommended for your approval.
 
 Porfiles of these Directors as required under Clause 49 of the Listing
 Agreement are given in the Notice of the 17th Annual General Meeting.
 
 17. Directors Responsibility Statement
 
 pursuant to the provisions of Section 217 (2AA), of the Companies Act,
 1956, the Directors confirm that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 policies and accounting standards have been followed consistently and
 proper explanation relating to material departures, if any, have been
 made;
 
 b) Appropriate accounting policies have been selected and applied
 consistently and that judgments and estimates made are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as on 31st March, 2011 and of its profit for the year ended
 on that date;
 
 c) 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 frauds and other irregularities;
 
 d) The annual accounts have been prepared on a going concern basis.
 
 18.  Conservation of energy, technology absorption, foreign exchange
 earnings and outgo
 
 The information as required under 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 is given in Annexure B to
 this report.
 
 19. Corporate Governance
 
 The Company adheres to the principles of Corporate Governance mandated
 by the Securities and exchange Board of India and has implemented all
 the prescribed stipulations. As required by Clause 49 VI of the Listing
 Agreement, a detailed report on Corporate Governance forms part of this
 Annual Report. The Auditors Certifcate on compliance with Corporate
 Governance requirements by the Company is attached to the Corporate
 Governance Report.
 
 The declaration regarding compliance with Companys Code of Conduct for
 Directors and Senior Management personnel and CEO/CFO certification are
 furnished in Annexure 1 and Annexure 2 respectively to the
 Corporate Governance Report.
 
 20.  Particulars of Employees
 
 in accordance with the provisions of Section 217(2A) read with the
 Companies (particulars of employees) Rules, 1975 as amended by the
 Companies (particulars of employees) Amendment Rules , 2011, the names
 and other particulars of employees are to be set out in the Directors
 Report, as an addendum thereto. However, as per the provisions of
 Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and
 accounts as therein set out, are being sent to all members of the
 Company excluding the aforesaid information about the employees. Any
 member, who is interested in obtaining such particulars about
 employees, may write to the Company Secretary at the Corporate office
 of the Company.
 
 21.  Auditors
 
 Messrs B. L. Sarda & Associates, Chartered Accountants, retire as the
 Statutory Auditors of the Company at the ensuing Annual General Meeting
 and offer themselves for re-appointment. A certificate from them has
 been received to the effect that their re-appointment as Statutory
 Auditors of the Company, if made, would be within the limits prescribed
 under Section 224(1B) of the Companies Act, 1956. Further the Statutory
 Auditors have confirmed that they have subjected themselves to the peer
 review process of ICAI and hold a valid certificate issued by the Peer
 Review Board of the said institute as required by Clause 41 of the
 Listing Agreement.
 
 The Audit Committee of the Board has recommended their re- appointment.
 The appointment is subject to approval of the Members at the
 forthcoming 17th Annual General Meeting.
 
 22. Corporate Social Responsibility
 
 The Ministry of Corporate Affairs has released a set of Voluntary
 Guidelines on Corporate Social Responsibility (CSR) in December, 2009.
 The Company has evolved a Corporate Social Responsibility policy and is
 actively practicing the policy. The CSR Committee comprises of some of
 Head of Departments viz. Mr. Rajesh Sharma - Chief operating officer,
 Ms. Divya Gandhi - Head-General insurance and principal officer and Ms.
 Ruth Singh - Head-Human Resources. The objectives of CSR policy are to
 contribute to social and economic development of the communities in
 which the Company operates, provide opportunities to employees to
 contribute to society through service and contributions, monetary and
 otherwise and to generate, through its CSR initiatives, a community
 goodwill for the Company and help reinforce a positive and socially
 responsible image of the Company as a corporate entity.  provisions
 will be made by CSR Committee from the annual allocation of the CSR
 budget on the activities viz. Adoption of Village, education, Skill
 Development, Vocational Training etc.
 
 23. Acknowledgement
 
 Your Directors would like to take this opportunity to express sincere
 gratitude to their customers, bankers and other business associates for
 the continued cooperation and patronage. Your Directors gratefully
 acknowledge the ongoing co-operation and support provided by the
 Government, Regulatory Bodies and the Stock exchanges.
 
 Your Directors place on record their deep appreciation for the
 exemplary contribution made by employees at all levels. The Directors
 also wish to express their gratitude to the valued shareholders for
 their unwavering trust and support.
 
 On behalf of the Board of Directors
 
 Krishna Kumar Karwa          Prakash Kacholia
 Managing Director & CFO      Managing Director
 
 Place : Mumbai 
 Date  : 20th May, 2011