The Director have pleasure in presenting the Sixteenth Annual Report
 along with the audited statements of accounts of your Company for the
 financial year ended March 31, 2011.
 
 I FInancIal Results
 
 A snapshot of the financial performance of the Company and its major
 subsidiaries for the financial year 2010-11 is as under:
 
                                                               Rs mn
 
 Name of Company         Revenues       Profit before      Profit after 
 
                                                           tax
                                        interest, 
 
                                        depreciation and
 
                                        tax 
 
 Aggregate                14,739.4         6,067.5            2,147.3
 
 India Infoline Limited    7,995.5         2,832.4            1,223.6
 
 India Infoline 
 
 Investment Services 
 
 Limited                   4,519.1         3,254.4              826.6
 
 Moneyline Credit 
 Limited                     314.8           108.4               32.3
 
 India Infoline 
 
 Distribution 
 
 Company Limited              67.0             6.2              (0.6)
 
 India Infoline 
 
 Housing Finance 
 
 Limited                     294.0           181.1               64.2
 
 India Infoline 
 
 Marketing Services 
 
 Limited                     930.1           151.9             (51.2)
 
 India Infoline 
 
 Insurance Services 
 
 Limited                      89.5            37.1                0.8
 
 India Infoline 
 
 Insurance Broker
 Limited                     609.7            70.0               45.6
 
 India Infoline 
 
 Commodities Limited         468.7            90.0               30.5
 
 India Infoline 
 
 Media and Research 
 
 Services Limited            202.0           193.2               16.1
 
 IIFL Realty Limited         364.9           358.7              (9.8)
 
 IIFL Wealth Management 
 
 Limited                   1,134.4           426.0              250.6
 
 IIFL (Asia) Pte. 
 
 Limited                    (53.8)          (69.9)             (79.2)
 
 IIFL Inc.                    60.9             1.6               0.4
 
 IIFL Securities Ceylon 
 
 (Pvt) Limited                18.4             5.7               3.3
 
 India Infoline Venture 
 
 Capital Fund                  4.0         (102.6)            (103.1)
 
 India Infoline Trustee 
 
 Company Limited                 -           (0.5)              (0.3)
 
 India Infoline Asset 
 
 Management Company 
 
 Limited                       2.0          (14.1)             (10.4)
 
 India Infoline 
 
 Commodities DMCC                -          (20.1)             (20.4)
 
 IIFL Capital Pte. 
 
 Limited                      60.2          (25.4)             (17.9)
 
 IIFL Securities Pte. 
 
 Limited                     207.9            10.2               32.5
 
 Inter Company 
 
 Adjustments             (2,609.6)       (1,463.9)            (117.4)
 
 Other Subsidiaries           59.7            37.1               31.1
 
 
 The consolidated financial performance is as under:
 
                                                              Rs mn
 
                                               2010-11         2009-10  
 
 1
 Gross total income                          14,739.4         11,238.8
 
 Profit before interest depreciation 
 
 and taxation                                 6,067.5          4,373.1
 
 Interestb and financial charges             2,35.7.9            291.4
 
 Depreciation                                  5,81.7            534.6
 
 Profit before tax                            3,127.9          3,547.1
 
 Taxation - Current                           1,073.6          1,201.1
 
 - Deferred                                   (127.7)           (3.74)
 
 - Short or excess provision 
 for income tax                                  34.7             42.9
 
 net profit for the year                      2,147.3          2,340.5
 
 Less: Minority interest                       (35.9)           (20.6)
 
 net Profit after minority interest           2,111.4          2,319.9 
 
 Less: Appropriations
 
 Interim dividend                               860.4            852.0
 
 Dividend distribution tax                      147.3            144.8
 
 Transfer to general reserve                    206.0            152.1
 
 Transfer;to special reserve                    185.5            102.4
 
 net Profit after Tax and appropriation         712.2           1068.6
 
 Less: Adjustments for Interest 
 
 and Fair Value                                 190.4            672.6
 
 Add: Balance brought forward from 
 
 the previous year                             2483.1          2,087.1
 
 Balance to be carried                        3,004.9          2,483.1
 
 Segment wise information is as under:
 
                                                            Rs mn
 
                                                2010-11       2009-10
 
 Equity brokerage and related income            6,697.3       7,018.1
 
 Financing..an.d..Investing income              6,180.5       2,917.8
 
 Marketing and distribution income              1,842.7       1,293.1
 
 Other income                                      19.0           9.8
 
 Balance to be carried                         14,739.4      11,238.8
 
 A snapshot of the stand-alone financial performance of India Infoline
 Limited is as under:
 
                                                           Rs mn
 
                                                 2010-11      2009-10
 
 Gross total income                             79,955.5      6,981.9
 
 Profit before interest, depreciation 
 
 and taxation                                    2,832.4      2,754.2
 
 Interes and financial charges                     859.0       1.02.5
 
 Depreciation                                      240.8        318.6
 
 Profit before tax                               1,732.6      2,333.1
 
 Taxation.- Current                                512.3        831.6
 
 - Deferred                                       (10.9)      (5.8.2)
 
 -Short or excess provision for Income tax           7.6         39.6
 
 net profit for the year                         1,223.6      1,520.1
 
 Less: Appropriations                                  -            -
 
 Interim dividend                                  859.2        852.0
 
 Dividend distribution tax                         127.6        144.8
 
 Transfer to general reserve                       123.0        152.0
 
 Add: Balance brought forward                    1,623.4      1,252.1
 
 Balance to be;..carried...forward               1,737.2      1,623.4
 
 
 II REVIEW OF OPERATIONS
 
 On a consolidated basis, the Companys income increased by 31.1% to Rs
 14.74 bn and EBITDA increased by 38.7% to Rs 6.07 bn. The income growth
 was primarily driven by credit and financing business. With significant
 increase in cost as well as quantum of borrowings, interest cost was Rs
 2.36 bn in the year under review, as compared to Rs 291.36 mn in the
 previous year. Consequently profit before and after tax was a shade
 lower in the year. Profit after tax before minority interest decreased
 by 8.3% to Rs 2.14 bn.
 
 Income from equity broking and related activities decreased marginally
 by 4.6% and stood at Rs 6.70 bn. Income from Financing and Investing
 significantly increased by 111.8% and stood at Rs 6.18 bn. Marketing and
 distribution income increased by 42.5% to Rs 1,842.7 mn. Other income
 increased to Rs 19.0 mn.
 
 III KEY INITIATIVES
 
 IIFL Mutual Fund
 
 During the year under review, IIFL Mutual Fund, sponsored by your
 Company, received final regulatory approval from the Securities and
 Exchange Board of India (SEBI) to commence operations. This will enable
 commencement of mutual fund business and launching of mutual fund
 schemes in due couriere.
 
 IIFL, with its distribution reach spanning over 500 cities/towns, is
 well placed to take the mutual fund penetration wider and deeper. Your
 Company sees an opportunity for mutual fund mobilization in tier-II and
 tier-III cities. We aim to leverage upon our indepth undertanding of
 technology and reach to offer retail investor a variety of products
 with minimal expense ratio and encourage them to invest for the long
 term.
 
 Asia Expansion
 
 During the year, on the global financial services business, the
 Companys Singapore subsidiary received the final approval from
 Singapore Stock Exchange for its equity broking business.  The
 subsidiary commenced its broking operations from December 2010.
 Similarly the Companys subsidiary in Sri Lanka received the approval
 from Colombo Stock Exchange and SEC, Sri Lanka for undertaking broking
 business in July 2010, thereby becoming the first Indian broking Company
 to set up broking business in Sri Lanka. We expect both these
 subsidiaries to scale up their business substantially during the
 current year and going forward. 
 
 other International Initiatives
 
 Under the advisory, wealth management and distribution business, the
 Company has set up subsidiaries in UK and Dubai and received approvals
 from the overseas regulator during the year. We expect these
 subsidiaries to commence business during the current year.
 
 New Memberhips
 
 Your Company has received Trading and Clearing memberhip of Currency
 Derivative Segment of United Stock Exchange of India Limited. Further
 IIFL Capital Limited, the wholly owned subsidiary received Trading and
 Clearing memberhip from National Stock Exchange of India Limited,
 Bombay Stock Exchange Limited and MCX Stock Exchange Limited.
 
 Investor conferences
 
 Your Companys institutional and retail research products have been
 well appreciated by the target audience. “Enterprising India-II, your
 Companys second Global investor Conference, held in February 2011 at
 Mumbai had participation from leading corporate and eminent
 leader/speaker and received an overwhelming response from investor.
 IIFLs Global Investor Conference, Discover Sri Lanka held in Colombo
 in July 2010 had an encouraging participation from more than 50 leading
 global and local investor and several leading Sri Lankan corporates
 along with a number of heads of government undertakings, banks and
 government officials. IIFL conducted several investor meets and camps
 across India, on its own as well as with leading media house ET Now to
 spread financial literacy and awareness about risk- return of various
 financial products, aspects of financial planning and undertanding of
 investor rights.
 
 Employee skill Upgradation
 
 Your Company had taken several steps to train its employees.  It has
 introduced various training modules covering functional knowledge as
 well as skill set development. These modules are delivered through
 internet e-learning platform as well as classroom sessions followed by
 tests. The training programme will cover all sales and customer
 relationship manager to clear the test in a time bound manner.
 
 Financial literacy campaign
 
 Your Company has taken a pionnering intiative to spread fInancial
 literacy. It launched a comprehensive financial education and awareness
 initiative, FLAME Rs Financial Literacy Agenda for Mass Empowerment on
 February 18, 2011. FLAME was launched by Dr K C Chakrabarty, Deputy
 Governor, RBI and Mr Deepak S Parekh, Chairman, HDFC at a function
 attended by the leading luminaries from the financial services space.
 
 Under this initiative IIFL Group has launched a series of
 advertisements in leading newspaper on financial literacy and also
 plans to conduct seminar and issue training materials to the public for
 spreading financial literacy.
 
 IV AWARDS AND RECOGNITIONS
 
 Your Company has been awarded the Best Equity Broker of the Year at
 the Bloomberg UTV Financial leadership Awards, 2011. The award was
 presented by the Honble Finance Minister of India, Shri Pranab
 Mukherjee on March 26, 2011.
 
 V BUYBACK
 
 Puruant to the resolution passed by the Board of Director  of the
 Company and in accordance with the provisions of the Companies Act,
 1956 and the Securities and Exchange Board of India (Buyback of
 securities) Regulations, 1998, the Company made a public announcement
 on December 24, 2010, to buy-back the Companys equity shares at a
 price not exceeding Rs 99.0 per share, aggregating to Rs 1.04 bn. The
 Buyback was successfully completed and the Company bought back
 12,999,877 equity shares and utilised maximum offer size of Rs 1.04 bn.
 
 VI DIVIDEND ON EQUITY SHARES
 
 During the year 2010-11, the Company declared and paid interim dividend
 of 150% i.e. Rs 3 per share (face value of Rs 2 per share). The same is
 considered as final. The total dividend paid in 2009-10 was Rs 3 per
 share. The total outflow on account of dividend payout (including
 dividend distribution tax and surcharge) was Rs 986.8 mn (previous year
 Rs 996.8 mn).
 
 VII TRANSFER TO RESERVE
 
 The Company proposes to transfer Rs 123 mn to the General Reserve and
 retain Rs 113.79 mn to the profit and loss account.
 
 VIII ALLOTMENT OF SHARES
 
 During the year 2010-11, your Company allotted 14,194,925 equity shares
 of Rs 2 each on exercise of stock options under the Employee Stock
 Option Schemes of the Company.  Towards the said allotments, the
 Company received a total consideration ofRs 605.4 mn including premium
 of Rs 577 mn.
 
 IX DEPOSITS
 
 During the year 2010-11, your Company did not accept/ renew any
 deposits within the meaning of Section 58A of the Companies Act, 1956
 and the rules made there under and as such, no amount of principal or
 interest was outstanding as on the balance-sheet date.
 
 X SUBSIDIARY COMPANIES
 
 The Company had 22 subsidiaries at the beginning of the year. 7
 subsidiaries namely
 
 1) IIFL Trustee Services Limited
 
 2) Finest Wealth manager Private Limited
 
 3) IIFL Securities Ceylon (Pvt) Limited
 
 4) IIFL Private Wealth Hong Kong Limited
 
 5) IIFL Capital Ceylon Limited
 
 6) IIFL Private Wealth (Mauritius) Limited and
 
 7) IIFL Private Wealth Management (Dubai) Limited
 
 have been set up/acquired during the year 2010-11.  Consequently, the
 total number of subsidiaries as on March 31, 2011 is 29.
 
 Pursuant to the general exemption granted by the Ministry of Corporate
 Affair vide circular dated February 8, 2011, the Board of Director had
 at their meeting held on May 7, 2011 approved attaching the
 consolidated financials of all the subsidiaries of the Company along
 with that of the Company. The copies of the Balance Sheet, Profit and
 Loss Account, Report of the Board of Director and Report of the Auditor
 of each of the subsidiary Companies are not attached to the accounts of
 the Company for financial year 2010-11. The Company will make available
 these documents/details upon request by any member of the Company.
 These documents/details will also be available for inspection by any
 member of the Company at its registered office and also at the
 registered offices of the concerned subsidiaries. The Annual Report of
 all the subsidiaries shall be uploaded upon the website of the Company.
 As required by Accounting Standard - 21 (AS-21) issued by the Institute
 of Chartered Accountants of India, the Companys consolidated financial
 statements included in this Annual Report incorporates the accounts of
 its subsidiaries. A summary of key financials of the Companys
 subsidiaries is also included in this Annual Report.
 
 XI MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Management Discussion and Analysis Report for 2010-11, as required
 under Clause 49 of the Listing Agreement, is given as a separate
 statement in the Annual Report.
 
 XII DISCLOSURE OF EMPLOYEE STOCK OPTIONS
 
 During the year 2010-11, the Company granted 250,000 stock options to
 the employees under its Employee Stock Option Scheme 2008. Details as
 per the Securities and Exchange Board of India (Employees Stock Option
 Scheme and Employee Stock Option Purchase Scheme) Guidelines, 1999, are
 attached as an annexure.
 
 XIII DIRECTOR
 
 The Board at its meeting held on May 7, 2011, elevated the existing
 Executive Director, Mr. R Venkataraman as “Managing Director, and
 consequently the existing Chairman and Managing Director, Mr. Nirmal
 Jain has been re-designated as the “Executive Chairman subject to
 necessary approvals.
 
 In accordance with Sections 255 and 256 of the Companies Act of 1956
 read with Article 137 of the Articles of Association of the Company,
 Mr. A. K. Purwar, retires by rotation and being eligible, offer himself
 for reappointment at the ensuing Annual General Meeting of the Company.
 Mr. Sat Pal Khattar, Non Executive Director of the Company, resigned
 with effect from October 27, 2010. The Board places on record sincere
 appreciation of Mr. Sat Pal Khattars contribution towards growth of
 your Company over the last decade.
 
 XIV DIRECTOR RESPONSIBILITY STATEMENT
 
 As required by Section 217(2AA) of the Companies Act, 1956, your
 Director confirm that:
 
 (a) In the preparation of the annual accounts, the applicable
 accounting standards were followed;
 
 (b) Appropriate accounting policies were selected and applied
 consistently and that judgments and estimates made were reasonable and
 prudent so as to give a true and fair view of the state of affair of
 your Company as at March 31, 2011, and of its profit for the year ended
 on that date;
 
 (c) Proper and sufficient care was taken to maintain adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956 for safeguarding the assets of your Company and for
 preventing and detecting fraud and other irregularities;
 
 (d) The annual accounts were prepared on an ongoing concern basis.
 
 
 
 XV CONSERVATION OF ENERGY, TECHNOLOGY
 
 ABSORPTION, FOREIGN EXCHANGE OUTGO
 
 The additional information required in accordance with sub- section
 (1)(e) of Section 217 of the Companies Act, 1956, read with the
 Companies (Disclosure of Particular in the Report of the Board of
 Director) Rules,1988, is appended to and forms part of this Report.
 
 XVI CORPORATE GOVERNANCE REPORT
 
 The Securities and Exchange Board of India (SEBI) prescribed Corporate
 Governance standards. Your Director reaffirm their commitment to these
 standards and this Annual Report carries a section on Corporate
 Governance.
 
 A certificate from the Statutory Auditor, M/s Sharp & Tannan
 
 Associates, Chartered Accountants, regarding compliance with the
 conditions of Corporate Governance as stipulated under clause 49 of the
 listing agreement is annexed herewith.
 
 XVII Particular OF EMPLOYEES
 
 In accordance with the provisions of Section 217(2A) of the Companies
 Act, 1956 and the rules framed thereunder, the names and other
 Particular of employees are set out in the annexure to the Director
 Report. In terms of the provisions of Section 219(1)(b)(iv) of the
 Companies Act, 1956, the Director Report is being sent to all the
 shareholder of the Company excluding the aforesaid information. The
 annexure is available for inspection at the registered office of the
 Company. Any shareholder interested in the said information may write
 to the Company Secretary at the registered office of the Company.
 
 XVIII STATUTORY Auditor
 
 M/s. Sharp & Tannan Associates, Chartered Accountants, Mumbai, retire
 at the ensuing Annual General Meeting and being eligible offer
 themselves for re-appointment. M/s Sharp & Tannan Associates have
 sought re-appointment and confirmed that their re-appointment shall be
 within the limits of Section 224(1B) of the Companies Act, 1956.  The
 necessary eligibility certificate under Section 224(1B) of the
 Companies Act, 1956 was received from them. The Audit Committee and
 Board of Director recommend the appointment of M/s Sharp & Tannan
 Associates, Chartered Accountants as the Statutory Auditor of the
 Company.
 
 The notes to the accounts referred to in the Auditor Report are
 self-explanatory and therefore do not call for any further comments.
 
 XIX APPRECIATION
 
 Your Director place on record their sincere appreciation for the
 assistance and guidance provided by the government, regulator, stock
 exchanges, other statutory bodies, and Companys banker for the
 assistance, cooperation and encouragement extended to the Company.
 
 Your Companys employees are instrumental in your Company scaling new
 heights, year after year. Their commitment and contribution is deeply
 acknowledged. Your involvement and support as shareholder is also
 greatly valued. Your Director  look forward to your continuing trust in
 us.
 
                                               On behalf of the Board
 
                                                          Nirmal Jain
 
                                                             Chairman 
 
 Dated: May 7, 2011