The Members
 
 The Directors present their Eightieth Annual Report with the Audited
 Statement of Accounts for the year ended March 31,2011.
 
                                    Current Year        Previous Year
                                       2010-2011            2009-2010
                                   (Rs. in lacs)        (Rs. in lacs)
 
 Total Income                             304.82               204.27
 
 Profit / (Loss) before 
 Interest & Depreciation:                 229.16               163.99
 
 Less:
 
 Interest                                 118.78                 73.24
 
 Depreciation                               1.77                  1.96
 
 Profit / (Loss) before Tax:              108.60                 88.79
 
 Provision for Current Tax                 21.00                 16.10
 
 Provision for FBT                           —                      —
 
 Provision for Deferred Tax                 0.19                  0.67
 
 Profit After Tax                          87.41                 72.02
 
 Income Tax for earlier year                 —                  (18.75)
 
                                           87.41                 53.27
 Add / (Less):
 Balance brought forward                  900.81                907.91
 
 Appropriations:
 
 Interim Dividend                            —                     —
 
 Proposed Dividend                         37.75                 37.75
 
 Dividend Tax                               6.42                  6.42
 
 Transfer to General Reserve                8.74                  1.80
 
 Transfer to Statutory Reserve             17.48                 14.40
 
 Balance carried to Balance Sheet         917.83                900.81
 
 PERFORMANCE
 
 During the year under review, the Company earnedatotal
 incomeofRs.3,04,81,701/-as compared to Rs 2,04,27,196/- in the previous
 year. The Company has earned a Net Profit of Rs.87,41,065/- (Previous
 Year Rs.72,01,704/-).
 
 The increase in total income is mainly attributable to consultation
 activities in the nature of financial consultation, project finance,
 working capital finance, loan syndication and allied activities and
 there is corresponding increaseinnet profitoftheCompany.
 
 DIVIDEND
 
 The Directors are pleased to recommend, for the approval of the Members
 a Final Dividend of 10% i.e.  Re.1 per share on 37,75,000 equity shares
 of Rs.10/- each of the Company for the financial year 2010- 2011. The
 Final Dividend, if declared as above, would involve an outflow of Rs.
 37,75,000/- towards dividend and Rs.6,41,561/- towards dividend
 distribution tax resulting in total out flow of Rs.44,16,561/-.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs.8,74,106/- to General Reserve and
 as per the NBFC Guidelines, the Company also proposes to transfer 20%
 of Net Profit after Taxation which amounts to Rs.17,48,213/- out of the
 amount available for appropriations.
 
 SUBSIDIARIES
 
 The Company had 3 subsidiaries at the beginning of the year.
 
 Luminaire Technologies Limited
 
 Company had sold its entire stake of 1,18,28,030 equity shares of
 Luminaire Technologies Limited (LTL) representing 49.28% of the total
 paid-up capital of the Company pursuant to Share Purchase Agreement
 entered into by the Company dated January 12, 2011 with M/s Vandana
 Cloth Centre Private Limited and thereby LTL is ceases to be a
 subsidiary of the Company. However, the Company had continued to act as
 the Promoters of LTL as on March 31, 2011 during the continuance of
 Open Offer formalities by M/s Vandana Cloth Centre Private Limited.
 
 M/sVandana Cloth Centre Private Limited had received the completion
 certificate from the Merchant Bankers dated June 29, 2011 and formally
 taken over the management of the Company w.e.f. June 30, 2011.
 
 Upon LTL ceasing to be a subsidiary of the Company, IndiaNivesh TV
 Networks Pte. Ltd., Singapore based wholly owned subsidiary of LTL also
 ceases to bean indirect subsidiary of the Company.  IndiaNivesh
 Financial Advisors Private Limited (INFAPL)
 
 During the year under review, the name of the Company was changed from
 ''IndiaNivesh Management Consultants Private Limited'' to ''IndiaNivesh
 Financial Advisors Private Limited''. The paid up capital of the INFAPL
 was also increased to Rs.4,38,03,000/- from Rs.1,03,000/-. INFAPL is
 primarily engaged / proposed to be engaged in the business of Advising
 on IPOs, Private Placement of Equity, Growth Capital; Acquisition
 Funding; Project Financing, Mezzanine Financing & Debt Swaps,
 Structured debt and equity linked corporate finance products, Mergers &
 Acquisitions, India Entry Services.
 
 IndiaNivesh Investment Advisors Private Limited (INIAPL)
 
 During the year under review, your Company has incorporated
 ''IndiaNivesh Investment Advisors Private Limited'' (INIAPL) as a wholly
 owned subsidiary basically for acting as a Investment Advisors for
 Domestic as well as Overseas Funds and alsotoactas Sponsors of proposed
 Domestic Venture Capital Fund (DVCF) to be launched by India Nivesh.
 
 IndiaNivesh Fund Managers Private Limited (INFMPL)
 
 During the year under review, ''IndiaNivesh Fund Managers Private
 Limited'' (INFMPL) was incorporated by IndiaNivesh Investment Advisors
 Private Limited which is wholly owned subsidiary of your Company and
 consequently INFMPL became a step down subsidiary of your Company. The
 basic idea is to launch Domestic Venture Capital Fund (DVCF) and to act
 as Investment Managers (IM''s).
 
 In-principle approval from SEBI for Domestic Venture Capital Fund
 (DVCF) has been received by INFMPL.
 
 The Company had 5 subsidiaries (including one indirect subsidiary) at
 the end of the year under review.
 
 A brief statement containing brief financial details of the
 subsidiaries is included in the Annual Report.
 
 PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach the directors'' report, balance sheet, and profit and loss
 account of our subsidiaries. However, under General Circular No: 2
 /2011 dated February 8, 2011 from Ministry of Corporate Affairs had
 granted general exemption under section 212 (8) from attaching the
 annual reports of subsidiaries. We present the audited consolidated
 financial statements in the Annual Report. We believe that the
 consolidated accounts present a full and fair picture of the state of
 affairs and the financial condition and are accepted globally.
 Accordingly, the Annual Report does not contain the financial
 statements of these subsidiaries. We will make available the audited
 annual accounts and related information of subsidiaries, where
 applicable, upon request by any of our investors. These documents will
 also be available for inspection during business hours a tour
 registered office in Mumbai, India.
 
 PUBLIC DEPOSITS
 
 During the year under review, your Company has not accepted any
 deposits under the provisions of Section 58 A of the Companies Act,1956
 and the rules made there under.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report for the year under review as
 required under Clause 49 of the Listing Agreement with the Stock
 Exchanges,is given as a separate statement in the Annual Report.
 
 CORPORATE GOVERNANCE
 
 A separate section on Corporate Governance forms partof the Annual
 Report. A certificate regarding compliance of conditions of Corporate
 Governance as stipulated under clause 49 of the Listing Agreement forms
 part of the Annual Report.
 
 The Company has complied with all mandatory requirements as prescribed
 under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited
 (BSE).
 
 CASH FLOW STATEMENT
 
 As required under Clause 32 of the Listing Agreement with the Stock
 Exchanges, a Cash Flow Statement is attached to the Balance Sheet,
 along with Auditors Certificate.
 
 DIRECTORS
 
 Mr. R. R. Baldi was appointed as Additional Director with effect from
 August 26, 2011. Pursuant to Section 260 of the Companies Act, 1956, he
 holds office only upto the date of the ensuing Annual General Meeting.
 His appointment needs to be confirmed by the members in the General
 Meeting.
 
 Mr. Gireesh Bhagat had resigned as Director from the Board of the
 Company with effect from May 30, 2011. During his tenure as Director,
 he had greatly contributed to the performance of the Company by his
 vast knowledge and experience.
 
 As per the Article 139 (1)ofArticlesof Association of the Company, Mr.
 Anil Bafna and Mr. Dinesh Nuwal, retires by rotation and being
 eligible, offers themselves for re-appointment, which your Directors
 consider to be in the interests of the Company and therefore commend it
 for your approval.
 
 Brief profiles of all the above Directors are provided elsewhere in
 this Annual Report as additional information.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
 based on the representations received from the Operating Management
 confirm that, to the best of their knowledge
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 ii) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 the year under review;
 
 iii) the Directors have taken proper and sufficient care to the best of
 their knowledge and ability 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) the Directors have prepared the accounts on a going concern basis.
 
 AUDIT COMMITTEE
 
 The Audit Committee comprises of Mr. Anil Bafna (Chairman), Mr. J. K.
 Sethi, Mr. Dinesh Nuwal, Mr.  Hemant Panpalia and Mr. R. R. Baldi, all
 being Non-Executive Directors three of whom are Independent Directors
 and the Chairman is a Non Executive Independent Director. The Audit
 Committee met four times during the year under review.
 
 AUDITOR''S
 
 M/s CLB & Associates, Chartered Accountants, Auditors of the Company
 retires at the conclusion of ensuing Annual General Meeting and are
 eligible for re-appointment. The members are requested to appoint
 Auditors for the current year and fix their remuneration.
 
 The appointment, if made, would be according to Section 224 (1B) and
 any other applicable provisions, if any, of the Companies Act, 1956.
 
 AUDITOR''S REPORT
 
 The observations made by the Auditors in their report are appropriately
 dealt with in the notes forming part of the accounts for the year which
 are self-explanatory and hence do not require any further explanations.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 In view of the nature of activities which are being carried on 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.
 
 There were no foreign exchange earnings and outgoing during the year
 under review.
 
 PARTICULARS OF EMPLOYEES
 
 Information as per Section 217(2A) of the Companies Act, 1956 read with
 Companies (Particulars of Employees) Rules, 1975 is not given, as there
 were no employees drawing remuneration prescribed under the said
 section.
 
 ACKNOWLEDGMENT
 
 Your Directors wish to place on record their sincere appreciation of
 the assistance and support extended by customers, financial
 institutions, banks, vendors, Government and other associated with the
 activities of the Company.
 
                           For and on behalf of the Board of Directors
 
                                               For IndiaNivesh Limited
 
                                                          Rajesh Nuwal
 
                                                     Managing Director
 Place: Mumbai
 
 Date : August 26, 2011