Dear Members,
 
 The Directors have pleasure in presenting the Sixth Annual Report of
 your Company with the audited statement of accounts for the year ended
 31st March, 2011.
 
 FINANCIAL HIGHLIGHTS
 
 STANDALONE PERFORMANCE
 
 The highlights of the standalone financial results of the Company for
 the financial years 2010-11 and 2009-10 are as under:
 
                                                   (Rs. In million)
 
 Particulars                                       Standalone *
 
                                           2010-11            2009-10
 
 Total Income                             2,637.28             558.00
 
 Total Expenditure                        1,885.39             350.00
 
 Profit Before Tax                         751.89             208.00
 
 Provision For Tax                          199.28              34.82
 
 Profit After Tax                          552.61             173.18
 
 Profit brought forward from previous      210.94             146.73
 year / period
 
 Profit available for appropriation        763.55             319.91
 
 Appropriations: 
 
 Transfer to Reserve Fund under             110.52              34.64
 Section 45-IC of the RBI Act, 1934 
 
 Proposed Dividend                           97.18              63.53
 
 Dividend Tax thereon_                       15.76              10.80
 
 Transfer to general reserve                 27.63
 
 Balance carried forwarded to Balance        512.46            210.94
 Sheet
 
 CONSOLIDATED PERFORMANCE
 
 The highlights of the consolidated financial results of the Company
 for the financial years 2010-11 and 2009-10 are as under:
 
                                                         (Rs. In million)
 
 Consolidated *
 
 Particulars 
 
                                     2010-11                   2009-10
 
 Total Income                       4,015.14                  2,516.50
 
 Total Expenditure                  3,176.57                  1,914.85
 
 Profit Before Tax                   838.57                    601.65
 
 Provision For Tax                    347.36                      9.00
 
 Profit After Tax                    491.21                    592.65
 
 * 1. The financial accounts for 2010-11 have been prepared after
 giving effect to the Scheme of Arrangement between the Company and
 Future Capital Financial Services Limited (FCFS) as approved by the
 Hon''ble High Court of judicature at Bombay, inter alia providing for
 amalgamation of FCFS into the Company and hence, are not comparable
 with that of 2009 -10.
 
 * 2. The financial accounts of the current year are also not
 comparable with the previous year as the investment advisory services
 business and income and costs thereof have been realigned and the
 current year''s performance is based on the income and costs related to
 the retail and wholesale lending business of the Company only.
 
 The Company is focused on wholesale and retail credit, which is
 expected to drive growth for the Company going forward. The Company has
 grown its outstanding Loan Book to Rs. 28,548 million from Rs. 14,951
 million.  The Retail Loan Book has grown from Rs. 2,910 million to Rs.
 8,144 million. The Wholesale Book expanded from Rs. 12,041 million to Rs.
 20,404 million. Both Retail and Wholesale Loan Book grew during the
 year, but the proportion of the Loan Book tilted more towords Retail
 this year.
 
 The Net-worth of the Company increased from Rs. 6,909 million to Rs. 7,469
 million as at 31st March 2011.
 
 The Company has brought down its gross NPAs from Rs. 558 million to Rs. 71
 million and net NPAs from Rs. 244 million to Rs. 18 million pursuant to
 better asset quality / policies, which is now largely secured with
 adequate collateral, significantly more conservative provisioning
 norms and improved collections.
 
 In the current year, the Company has made a standard asset provision of
 Rs. 74 million pursuant to the guidelines issued by Reserve Bank of
 India.
 
 Consolidated Net Interest Income increased 63% from Rs. 786 million
 during financial year ending 31st March, 2010, to Rs. 1,285 million
 during the financial year ending 31st March, 2011. This was largely on
 account of a larger Loan Book in comparison to the previous year.
 
 Though the Profit Before Tax was up by 39%, the Profit After Tax was
 down by 17% to Rs. 491 million from Rs. 593 million in previous year. This
 was essentially due to a one time impact of non availing of the MAT
 credit and deferred tax charge pursuant to the scheme of merger of FCFS
 with your Company. Consequent to this, there is a provision for MAT of
 Rs. 56 million and net deferred tax charge of Rs. 32 million in the current
 year. Also, in the last year the Company had a brought forward loss of
 Rs. 84 million which is not the case in the current year eventually
 leading to higher tax liability.
 
 DIVIDEND
 
 Keeping in mind the overall performance and the outlook for your
 Company, the Directors are pleased to recommend a dividend of Rs. 1.5/-
 (Rupees One and Paise Fifty Only) per share i.e. 15 % on each Equity
 Share of Rs. 10/- (Rupees Ten Only). The dividend would be paid to all
 the shareholders, whose names appear on the Register of Members /
 Beneficial Holders List on the Book Closure Date.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 As required under Clause 49 of the Listing Agreement entered into with
 the Stock Exchanges, the Management Discussion and Analysis of the fi
 nancial condition and result of consolidated operations of the Company
 for the year under review, is annexed and forms an integral part of the
 Directors'' Report.
 
 SHARE CAPITAL
 
 During the year under review, the issued, subscribed and paid- up
 capital of the Company increased from Rs. 63,52,79,840/- to Rs.
 64,78,34,840/- as at the end of the financial year.
 
 During the year under review, the Company issued and allotted 5,35,000
 and 7,20,500 equity shares of Rs. 10/- each, on exercise of Stock Options
 granted to employees under FCH Employee Stock Option Scheme - 2007 and
 FCH Employee Stock Option Scheme - 2008, respectively. Consequently,
 the issued, subscribed and paid- up capital increased by 12,55,500
 equity shares of Rs. 10/- each.
 
 Further, pursuant to the approval given by the Members of the Company
 vide Special Resolution passed at the Extraordinary General Meeting
 held on 27th August, 2010, the Company allotted 1,00,00,000 convertible
 warrants, convertible into equal number of equity shares of the Company
 of Rs. 10/- each, at the premium of Rs. 227/- each, aggregating to an Issue
 Price of Rs. 237/- each.
 
 Subsequent to the year under review, the Company issued and allotted
 15,000 (Fifteen Thousand) Equity Shares of Rs. 10/- each, on exercise of
 Stock Options granted to an employee under FCH Employee Stock Option
 Scheme – 2008 and consequently, the issued subscribed and paid-up
 capital stands increased from Rs. 64,78,34,840/- to Rs. 64,79,84,840/-.
 
 SUBSIDIARIES
 
 During the year under review, under the Scheme of Arrangement (Scheme),
 pursuant to the provisions of Section 391 to 394, 78 and 100 to 103 of
 the Companies Act, 1956, sanctioned by Hon''ble High Court of Judicature
 at Bombay, Future Capital Financial Services Limited (FCFS), a Wholly
 Owned Subsidiary of the Company and a Systemically Important – Non
 Deposit Taking - Non Banking Financial Company (SI-ND-NBFC) registered
 with the Reserve Bank of India (RBI), amalgamated with the Company and
 dissolved without being wound-up.
 
 The Company also incorporated a new company as its subsidiary viz.
 Future Capital Home Finance Private Limited (FCHF) which may be used to
 make a foray into housing finance business. The company will decide to
 make necessary applications in the matter based on the strategy.
 
 Upon receipt of the necessary approvals from the RBI and the Financial
 Services Commission, Mauritius, the Company acquired Anchor Investment
 & Trading Private Limited, a private limited company incorporated under
 the laws of Mauritius, to make its foray into investment advisory
 business for overseas clients through such subsidiary.
 
 The Company sold its entire equity stake (representing 50% of the
 paid-up capital) in Realterm FCH Logistics Advisors Private Limited
 (presently known as Realterm Everstone Investment Advisors Private
 Limited) pursuant to an arrangement with Everstone Investment Advisors
 Private Limited (presently known as Everstone Capital Advisors Private
 Limited), to realign the investment advisory activities with a view of
 having a focused and dedicated approach to the investment advisory
 business.
 
 The Company had two Joint Ventures (JVs) with Centrum Capital Limited
 viz. FCH CentrumDirect Limited (FCH CDL) and Future Capital Securities
 Limited (formerly known as FCH Centrum Wealth Managers Limited) (FCSL).
 During the year, the Company reviewed its strategy of being in the
 Forex Business through a JV and exited from FCH CDL by selling all of
 its holding in the JV. The Company, as a part of its strategy to focus
 on fee based income from retail broking, acquired the entire equity
 stake of its JV partner and accordingly, FCSL has become the wholly
 owned subsidiary of the Company. With the acquisition of FCSL, the
 Company has made its foray into the Stock Broking and Wealth Management
 business.
 
 With an objective of making a foray into the Commodities Broking in
 addition to Stock Broking carried out by FCSL, necessary changes /
 amendments were carried out by Axon Development Solutions Limited
 including its name which now stands changed to Future Capital
 Commodities Limited (FCCL). For a flexible corporate structure, the
 Company transferred entire equity stake in FCCL to FCSL. FCCL is in the
 process of making an application to all the leading commodity exchanges
 for obtaining their membership to commence the business.
 
 In terms of the approval granted by the Ministry of Corporate Affairs
 (MCA) under Section 212(8) of the Companies Act, 1956 and the General
 Circular No. 2/2011 & 3/2011 of the Ministry of Corporate Affairs,
 dated 8th and 21st February, 2011, respectively, copies of the Balance
 sheet, Profit and Loss Account, Report of the Board of Directors and
 Auditors of the Subsidiaries of the Company 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 and these documents are also kept for inspection by
 any Member at the Corporate Office of the Company and the
 Subsidiaries. However, as directed by the MCA, the financial data of
 the Subsidiaries has been furnished under ''Details of Subsidiaries'',
 forming part of the Audited Accounts.  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 includes financial information of its Subsidiaries.
 
 SCHEME OF ARRANGEMENT
 
 On 2nd November, 2010, the Directors of the Company and Future Capital
 Financial Services Limited (FCFS) approved carrying out of a Scheme of
 Arrangement (Scheme), under the provisions of Section 391 to 394, 78
 and 100 to 103 of the Companies Act, 1956, interalia, providing for 
 Amalgamation of FCFS, a Wholly Owned Subsidiary of the Company and a 
 SI-ND-NBFC, registered with the RBI, with the Company.
 
 Pursuant to the directions of Hon''ble High Court of Judicature at
 Bombay, the Company convened and held the Meeting of the Shareholders
 of the Company on 17th February, 2011. At the said Meeting the
 requisite majority of the Shareholders approved the Scheme in
 accordance with the provisions of the Companies Act, 1956.
 
 Your Directors are pleased to inform that Hon''ble High Court of
 Judicature at Bombay, vide its order dated 17th June, 2011, has
 approved the Scheme and having fulfilled all the prescribed conditions
 to make the Scheme effective, the Company and FCFS gave effect to the
 Scheme and the Scheme was made effective on 29th June, 2011.
 
 PUBLIC DEPOSITS
 
 The Company being a Non Deposit Taking - NBFC has not accepted any
 deposits from the public during the year under review and shall not
 accept any deposits from the public without obtaining prior approval of
 the RBI.
 
 RBI GUIDELINES
 
 The Company has complied with the Regulations of the Reserve Bank of
 India as on 31st March, 2011, as are applicable to it as a SI-ND-NBFC.
 
 CAPITAL ADEQUACY
 
 The Company''s capital adequacy ratio was 23.47% as on 31st March, 2011,
 which is significantly above the threshold limit of 15% as prescribed
 by the Reserve Bank of India.
 
 CREDIT RATING
 
 On a consolidated basis, during the year under review, Credit Analysis
 & Research Ltd. (CARE) retained the PR 1  (pronounced PR One Plus).
 The grade of Rating is the highest Rating issued by CARE for short term
 debt instruments and indicates strong capacity for timely payment of
 short term debt obligations and further indicates that the borrowing
 carries lowest credit risk. During the year under review the short term
 borrowing programme of Rs. 6,000 million and the Rating thereof has been
 further enhanced to Rs. 7,000 million.
 
 CARE has also assigned the CARE A  (pronounced Single A Plus)
 Rating for the Secured Redeemable Non Convertible Debentures (NCDs) for
 an aggregate amount of Rs. 6,000 million during the year.  The grade of
 Rating indicates that the NCDs carry low credit risk and offer adequate
 safety for timely servicing of debt obligations.  The NCDs are also
 rated by Brickwork Ratings India Private Limited (Brickwork) and it has
 assigned the BWR A  (pronounced BWR A Plus) Rating to the same for
 issue size upto Rs. 5,500 million.  This grade of rating indicates that
 the NCDs are considered to offer adequate credit quality in terms of
 timely servicing of debt obligations and further indicates Stable
 outlook.
 
 Brickwork has assigned the BWR A  (pronounced BWR A Plus) Rating to
 the proposed Unsecured Subordinated Debt Issue of the Company for Rs.
 2,000 million. This grade of rating indicates that the instruments are
 considered to offer adequate credit quality in terms of timely
 servicing of debt obligations and further indicates Stable outlook.
 
 CARE has also assigned the CARE A  (Single A Plus) Rating
 (Rating) in respect of the long-term bank loan facilities of the
 Company aggregating to Rs. 8,500 million, having tenure of more than one
 year. Facilities with this rating are considered to offer adequate
 safety for timely servicing of debt obligations and carry low credit
 risk.
 
 RESOURCES AND LIQUIDITY
 
 On a consolidated basis, during the financial year 2010-11, the
 Company raised Rs. 5,141 million, by issuance of NCDs through private
 placement, Rs. 7,000 million by issuance of Commercial Papers and Rs. 8,750
 million through Banks in the form of Term Loans, Cash Credit and
 Overdraft Facilities.
 
 The Company''s debt-equity ratio as on 31st March, 2011, stands at
 3.46:1.
 
 DIRECTORS
 
 During the year under review, the Board of Directors (Board) on the
 recommendation of the Compensation and Nomination Committee, at its
 meeting held on 1st August, 2010, pursuant to the provisions of Section
 260 of the Companies Act, 1956 and the Articles of Association of the
 Company and other applicable provisions, appointed Mr. V. Vaidyanathan
 as an Additional Director and designated him as the Vice Chairman &
 Managing Director within the meaning of the Companies Act, 1956.
 Subsequently, at the Extraordinary General Meeting held on 27th August,
 2010, the shareholders of the Company approved appointment of Mr.
 Vaidyanathan as the Vice Chairman & Managing Director and payment of
 remuneration to him, subject to necessary regulatory approval(s).
 
 Further, pursuant to the provisions of Section 260 of the Companies
 Act, 1956, the Articles of Association of the Company and other
 applicable provisions, in order to strengthen the Board, the Company
 appointed Mr. N. C. Singhal, Mr. Anil Singhvi and Mr. Pradeep Mukerjee
 as the Additional Directors with effect from 23rd September, 2010 and
 pursuant to the Clause 49 of the Listing Agreement with the Stock
 Exchanges they are the Non-Executive Independent Directors.
 
 Mr. Sameer Sain and Mr. Alok Oberoi resigned from the Board with effect
 from 10th August, 2010 and 30th October, 2010, respectively.
 
 Mr. Krishan Kant Rathi resigned from the office of the Manager within
 the meaning of the Companies Act, 1956. However, he continues to be on
 the Board as a Non-Executive Director.
 
 In accordance with Sections 255 and 256 of the Companies Act, 1956,
 read with the Articles of Association of the Company, Mr. Kishore
 Biyani, Chairman and Mr. Shailesh Haribhakti, Non- Executive
 Independent Director, retire by rotation and being eligible offer
 themselves for re-appointment at the ensuing Annual General Meeting.
 
 Pursuant to Section 260 of the Companies Act, 1956, Mr. Vaidyanathan,
 Mr. N. C. Singhal, Mr. Anil Singhvi and Mr. Pradeep Mukerjee hold offi
 ce as Directors upto the date of the ensuing Annual General Meeting but
 are eligible to be appointed as Directors. Approval of members for
 their re-appointment is being sought at the ensuing Annual General
 Meeting.
 
 Brief resumes of Mr. Kishore Biyani, Mr. V. Vaidyanathan, Mr. Shailesh
 Haribhakti, Mr. N. C. Singhal, Mr. Anil Singhvi and Mr. Pradeep
 Mukerjee, nature of their expertise in specific functional areas and
 names of companies in which they hold directorship and/or
 membership/chairmanship of committees of the Board, as stipulated under
 Clause 49 of the Listing Agreement entered into with the Stock
 Exchanges, are annexed and form part of this Report (Annexure 1).
 
 Based on the confirmations received, none of the Directors are
 disqualified from appointment under Section 274(1)(g) of the Companies
 Act, 1956.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956, with respect to Directors'' Responsibility Statement, it is hereby
 confirmed:
 
 i) that in the preparation of the annual accounts for the financial
 year ended 31st March, 2011, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any.
 
 ii) that the Directors 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 of the Company for that period.
 
 iii) that the Directors have taken proper and sufficient care 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 fraud and other
 irregularities.
 
 iv) that the Directors have prepared the annual accounts for the fi
 nancial year ending 31st March, 2011, on a going concern basis.
 
 GROUP
 
 Pursuant to an intimation from the Promoter(s) and in accordance with
 Regulation 3(1)(e) of the Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers)
 
 Regulations, 1997 (SEBI Regulations) identification of persons
 constituting Group (within the meaning and as defined in the
 Monopolies and Restrictive Trade Practices Act, 1969) for the purpose
 of availing exemption from applicability of the provisions of the SEBI
 Regulations is annexed and forms part of this Report (Annexure 2).
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Audited Consolidated Financial Statements are provided in this
 Annual Report. These statements have been prepared on the basis of the
 financial statements received from Subsidiaries, as approved by their
 respective Board of Directors.
 
 AUDITORS
 
 M/s. S. R. Batliboi & Co., Chartered Accountants, retire 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 a 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 a part of the
 Notice of the ensuing Annual General Meeting.
 
 PARTICULARS OF EMPLOYEES, EMPLOYEES STOCK OPTION SCHEME 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 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 Directors'' 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.
 
 The Members of the Company vide Special Resolutions passed through
 Postal Ballot dated 16th March, 2011, approved the FCH Employees Stock
 Option Scheme – 2011 ( FCH ESOS – 2011) for the Company, its Holding
 and Subsidiary Companies. However, during the financial year 2010 - 11
 the Company has not granted any Options under the FCH ESOS – 2011.
 
 The disclosure(s) as required under the Securities and Exchange Board
 of India (Employee Stock Option Scheme & Employee Stock Purchase
 Scheme) Guidelines, 1999, are annexed and form part of this Report
 (Annexure 3).
 
 PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE
 ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.
 
 The requirements of disclosure with regard to Conservation of Energy in
 terms of Section 217(1)(e) of the Companies Act, 1956, read with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988, are not applicable to the Company.
 
 The Company''s activities do not require any technology to be absorbed
 as mentioned in the aforesaid Rules. However the Company makes all
 efforts towards conservation of energy, protection of environment and
 ensuring safety.
 
 The details of the earnings and outgo in Foreign Exchange during the
 year under review are provided as Note No. C13 of the Schedule 16
 (Notes to Accounts) of the Balance Sheet as at 31st March, 2011.  The
 Members are requested to refer to the said Note for details in this
 regard.
 
 CORPORATE GOVERNANCE
 
 Report on Corporate Governance as required under Clause 49 of the
 Listing Agreement entered into with the Stock Exchanges, forms part of
 the Annual Report.
 
 A Certificate from the Auditors of the Company, M/s. S. R. Batliboi &
 Co., Chartered Accountants, confirming compliance with the conditions
 of Corporate Governance as stipulated under the aforesaid Clause 49,
 also forms part of the Annual Report.
 
 HUMAN RESOURCE MANAGEMENT
 
 Skilled and motivated employees are one of the corner stones of our
 business. We focus on meeting the skill gap and providing skilled
 manpower wherever required. We ensure a favorable work environment for
 all our employees. Our recruitment and human resources management set
 up enables us to attract and retain employees.
 
 ACKNOWLEDGEMENT
 
 We are grateful to the Government of India, concerned regulatory
 authorities including the Reserve Bank of India, the Securities and
 Exchange Board of India, the Stock Exchanges, Insurance Regulatory and
 Development Authority of India and other regulatory authorities for
 their valuable guidance and support and wish to express our sincere
 appreciation for their continued co-operation and assistance. We look
 forward to their continued support in future.
 
 We wish to thank our bankers, rating agencies, customers and all other
 business associates for their support and trust reposed in us.
 
 Your Directors express their deep sense of appreciation for all the
 employees whose commitment, co-operation, active participation,
 dedication and professionalism has made the organisation''s growth
 possible.
 
 The Directors thank you for your continued trust and support.
 
                                    On behalf of the Board of Directors
 
                                                        Sd/- 
                                              Kishore Biyani 
                                                    Chairman
 
 Mumbai, 30th June, 2011