The Directors have pleasure inpresenting the Seventeenth Annual 
 Report and the audited statement of accounts of your Company for the
 year ended March 31,2011.
 
 FINANCIAL PERFORMANCE
 
 Standalone financial results:                          (Rs. inlacs)
 
                                               2010-2011    2009-2010
 
 Operatingprofit for theyear                   12,548.73    17,164.48
 
 Less: Depreciation                                65.34        33.76
 
 Profit before tax and Exceptional Items       12,483.39    17,130.72
 
 Less: Exceptional Items:
 
 Lossonsale of Investment in JointVenture          49.95          Nil
 
 Share of net loss on termination of 
 JointVenture                                      22.36          Nil
 
 Profit before tax                             12,411.08    17,130.72
 
 Less: Tax provision
 
 CurrentTax                                     3,980.00     5,780.00
 
 Deferredtax                                        4.74        (7.06)
 
 IncomeTax Adjustment of earlier years             (0.09)       (2.20)
 
 Profit after tax                               8,426.43    11,359.98
 
 Add:Balancebroughtforward from previousyear   15,708.17     8,471.12
 
 Profit available forappropriation             24,134.60    19,831.10
 
 Less: Transferred to reserve fund in terms
 of Section 45IC(1) of the                      1,800.00     2,283.43 
 ReserveBankofIndia Act,1934
 
 TransferredtoGeneral Reserve                     500.00     1,200.00
 
 InterimDividend                                  435.86       270.01
 
 ProposedFinalDividend                               Nil       277.51
 
 TaxonDividend                                     72.39        91.98
 
 Balance carriedtobalancesheet                 21,326.35    15,708.17
 
 Consolidated financial results:                        (Rs. inlacs)
 
                                               2010-2011    2009-2010
 
 Operatingprofit for theyear                   12,926.57    19,043.86
 
 Less: Depreciation                               103.11        84.15
 
 Profit before tax andExceptionalItems         12,823.46    18,959.71
 
 Less: Exceptional Items:
 
 Lossonsale of Investment in JointVenture          49.95          Nil
 
 Share of net loss on termination of 
 Joint Venture                                     22.36          Nil
 
 Profit before tax                             12,751.15    18,959.71
 
 Less: Tax provision
 
 CurrentTax                                     4,068.51     6,416.33
 
 Deferredtax                                       (3.39)      (11.53)
 
 IncomeTax Adjustment of earlier years             (0.05)       (2.20)
 
 Profit aftertax                                8,686.08    12,557.11
 
 Add:Reversal of earlieryears consolidation 
 adjustmentofJointVenture                           6.19          Nil
 
 Add:Balancebroughtforward from previousyear
 profit availablefor appropriation             17,026.58     8,592.39
 
 Profit available forappropriation             25,718.84    21,149.50
 
 Earning per share (Face value - Rs. 10/-) 
 Before Exceptional Items Basic (Rs.)                28.33        46.19
 
 Diluted(Rs.)                                        24.87        27.80
 
 Earning per share (Face value - Rs. 10/-) 
 After Exceptional Items Basic (Rs.)                 28.10        46.19
 
 Diluted(Rs.)                                        24.67        27.80
 
 DIVIDEND:
 
 Your Directors, at their meeting held on November 12, 2010, had
 declared an interim dividend of Rs. 1.25 per equity share (i.e.12.5%) for
 the financial year 2010-11. The said interim dividend waspaidin
 November,2010.
 
 In the backdrop of declinein revenue and profits and with aview to
 conserve the resources for future growth, your Directors do not
 recommend any further dividend. The interim dividend already
 paidonequity share capitalwillbetreatedasfinal forthe financialyear
 2010-11.
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 The Management Discussion and Analysis of financial condition,
 including the results of operations of the Company for the year under
 review as required under clause 49 of the listing agreement with the
 stock exchanges, is given as a separate statementintheAnnual Report.
 
 INVESTIGATIONS BY CENTRAL BUREAU OF INVESTIGATION:
 
 During the year on November 22, 2010, the Central Bureau of
 Investigation (CBI), Economic Offences Wing (EOW), Mumbai conducted
 investigation and filed FIRS and one Charge-sheet under IPC and
 Prevention of Corruption Act against 3 officials of the
 Company/Subsidiary including the Chairman and Managing Director of the
 Company for their alleged role in extending gratification money to some
 officials of banks, financial institutions, for obtaining pecuniary
 gain to themselves and to the businessofthe Company.Prima-facie,
 theCharge-sheet filed by CBI does not allege about any financial
 impropriety or any other financial irregularities being committed by
 the officials within the Company. Further there has been no case
 against the Company and there are no restrictions on the functioning of
 the Company.
 
 FUTURE OUT LOOK:
 
 Your Company has been primarily operating in the investment banking
 space with an emphasis on debt advisory business.  MMFSL (along with
 its subsidiaries) offers the entire bouquet of financial services
 encompassing Credit Syndication and Debt Capital Market Advisory
 Services (Primary and Secondary), Financial Restructuring, Investment
 Banking and Asset Financing. Going forward the Company has decided to
 concentrate on fund based activities and the non fund based activities
 such as advisory business will be carried on through its wholly owned
 subsidiaries.
 
 SHARE CAPITAL:
 
 During the year, the Company has issued and allotted 7,117,153 equity
 shares of Rs. 10/- each fully paid-up at a premium of Rs. 615.25 per share
 to QIBs as defined in Regulation 2(1)(zd) of SEBI (ICDR) Regulations,
 2009 pursuant to Chapter VIII on private placement basis.  Out of the
 above 879,648 equity shares were issued and allotted to Domestic QIB,
 aggregating to Rs. 549,999,912/- and6,237,505equity sharesofRs.10/-each
 fully paid-up were issued and allotted to Foreign Institutional
 Investors in QIP under Schedule 2 of Regulation 5(2) of the
 ForeignExchange Management (TransferorIssueof Securitybya Person
 Resident outside India) Regulations, 2000 i.e; Purchase/sale of shares
 and/or convertible debentures of an Indian company by a registered
 Foreign Institutional Investor under Portfolio Investment Scheme, and
 received an amount aggregating to Rs. 3,900,000,001.25. The total amount
 received from Domestic and Foreign QIB is Rs. 4,449,999,913.25. All the
 above shares ranks pari-pasu with the existing equity shares.  After
 these allotments total outstanding issued, subscribed and paid up
 equity share Capital of the Company has increased to Rs. 348,684,580/-
 from Rs. 277,513,050/-. The said equity shares were listed on the Bombay
 Stock Exchange Limited on October 21, 2010 and listed on National Stock
 Exchange of India Limited onOctober29, 2010.
 
 ANNULMENT OF SUB-DIVISION OF EQUITY SHARES:
 
 Pursuant to the powers conferred on the Board by the Shareholders of
 the Company at their 16th Annual General Meeting held on September 08,
 2010 relating to sub-division of the equity shares of the Company from
 Rs. 10/- to Rs. 5/- each, the Board of Directors, at its meeting held on
 November 12, 2010, fixedtheRecordDateasDecember27,2010
 forthesub-division.
 
 Further the Board of Directors, at its meeting held on November 27,
 2010 decided that in view of recent developments and on account of
 seizure of records/documents by CBI officials, it was not possible to
 comply with formalities pertaining to stock-split before the Record
 Date i.e. December 27, 2010 and hence it was decidedtoconsidera new
 recorddate induecourse.
 
 In the Board of Directors meeting held on May 30, 2011 it was decided
 to annul the sub-division of equity shares subject to the approval of
 shareholders. The necessary resolution has been proposed in the Notice
 of the ensuing Annual General Meeting for the approval of the
 shareholders.
 
 ALTERATION IN THE MAIN OBJECT CLAUSE OF COMPANYS
 MEMORANDUM OF ASSOCIATION:
 
 Your Company is a registered Non Deposit Accepting Systematically
 Important Non-Banking Financial Company (NDSI-NBFC) regulated by the
 Reserve Bank of India and is
 
 currently engaged in the following key businesses, namely, non- banking
 financial activities, financial advisory services, debt capital market
 services, other general non- banking financial activities.
 
 To enlarge the scopeofmain objectsinline with its existing NBFC
 activities and remove objects pertaining to unrelated activities, your
 Company amended the main object clause in its Memorandum of Association
 by expanding the scope of its existing clauses 1 and 2, and removed
 clauses 3, 4 and 5 for activitieswhere the Companyhasnotengaged till
 date.
 
 The aforesaid alteration was carried out through postal ballot process
 under section 192A of the Companies Act, 1956 and the result of the
 same was announced by the Chairman & Managing
 DirectoroftheCompanyonApril 21,2011.
 
 TERMINATION OF JOINT VENTURE WITH MILESTONE:
 
 Your Company had formeda joint venture with Milestone Group and
 acquired 50% stake in Capstone Capital Services Private Limited, an
 Asset Management Company rendering investment advisory services to
 Special Opportunities Fund (SOF). As a sponsor to SOF, your Company had
 invested Rs. 1,893.32 lacs against capital commitment of Rs. 2,000 lacs and
 executed Shareholders Agreement with Milestone Capital Advisors
 Limited on December 16, 2009 for rendering investment advisory services
 to distress assets fund or such other special situation schemes of
 Milestone Private Equity Fund (SEBI registered domestic venture capital
 fund). The Company had also subscribed to 499,999 equity shares of Rs. 10
 each aggregating to Rs. 4,999,990/- in the Joint Venture entity viz.
 Capstone Capital Services Private Limited.
 
 Due to unforeseen circumstances, the SOF could not attract any
 thirdpartycapital contribution commitmentfrominvestors even after a
 period of nearly 12 months. Further for the said reason IL&FS Trust
 Company Limited, a trustee to the Special Opportunity Fund (SOF)
 suggested that the Fund should initiate action for winding up.
 Considering the scenario your Company has executed the termination of
 shareholders agreement on February05, 2011.
 
 WITHDRAWAL OF APPLICATION FOR MONEY MATTERS VENTURECAPITALFUND:
 
 Your Company was the Sponsor to Money Matters Venture Capital Fund
 (MMVCF).TheobjectiveoftheMMVCFwastofocus on companies engaged in the
 infrastructure sector. Your Company, as the Sponsor to the said Fund,
 had committed Rs. 2,000/- lacs as a contribution towards the Fund. Money
 
 Matters Resources Private Limited; a wholly owned subsidiary of the
 company, (MMRPL) was the Asset Management Company (AMC) to the proposed
 fund. An application for registration of MMVCF as a SEBI registered
 domestic venture capital fund was filedwith SecuritiesandExchange
 BoardofIndiaonJuly 08,2010 byMMRPL.
 
 IL&FS Trust Company Limited the Trustee to the MMVCF in view of current
 state of affairs and the market scenario felt that it would be
 difficult to obtain certificate of registration from SEBI tendered
 their resignation to act as the Trustee to MMVCF.  Consequently, MMRPL
 withdrew the application from SEBI for registrationof Fund and further
 to the withdrawal of application byMMRPL, the Companys capital
 commitmentto contributeRs.  2,000 lacs as a sponsorer to the Fund stood
 automatically cancelled.
 
 COMPLETION OF SECOND WARRANT EXERCISE PERIOD WITH NILCONVERSION:
 
 The Company had issued 18,000,400 detachable warrants along with Equity
 Shares at the time of Rights issue and allotted the same on March 27,
 2009. Out of the above 750,705 Warrants were converted into Equity
 Shares during the FY 2009-10 during the first warrant conversion
 period. During the current financial year the promoters and promoter
 group have surrendered their warrants aggregating 13,515,208 warrants.
 Currently 3,734,487 warrants areoutstanding for conversion into
 equitysharesatthe option of the warrant holders. The Warrants are
 listed on the Bombay Stock Exchange Limited (BSE) since April 08, 2009.
 The period for second conversion of warrants commenced from December
 27, 2010 and ended on March 26, 2011 as per the revised schedule
 approved by the warrants holders in their meeting heldon December 16,
 2009. The Warrant exercise price for the second exercise period was Rs.
 485.36. None of the warrantsholdershaveexercisedtheirright
 forconversion.
 
 DIRECTORS:
 
 During the year under review, Mr. R. N. Bhardwaj (vide letter dated
 December 21, 2010), Dr. B. Samal (vide letter dated December 4, 2010),
 Mr. V. P. Singh (vide letter dated December 21, 2010) and Mr. Sanjiv
 Kapoor (vide letter dated December 2, 2010) have resignedasIndependent
 Directorsofthe Company and the same was noted in the Board Meeting held
 on January 12,2011.
 
 Mr. Pramod Kasat, vide letter dated March 12, 2011 has resigned as a
 whole time director of the company and the same was approved bytheBoard
 initsMeetingheldonMarch 14,2011.
 
 The Board has placedonrecord its appreciationofthe invaluable services
 and guidance given by them during their respective
 tenuresasDirectorsofthe Company.
 
 During the year under review, Mr. Beni Prasad Rauka and Dr.  Sanjeev
 Kumar Sanger were appointed as Additional Directors
 (Independent)oftheCompany with effect fromJanuary12, 2011 and Mr.
 Dinesh Chandra Babel was appointed as an Additional Director
 (Independent) of the Company with effect from February05, 2011.
 
 In terms of the provisions of section 260 of the Companies Act, 1956,
 Mr. Beni Prasad Rauka, Dr. Sanjeev Kumar Sanger and Mr.  Dinesh Chandra
 Babel will hold their respective offices as Directors only up to the
 date of the ensuing Annual General Meeting. Being eligible, they offer
 themselves for re- appointment. Your Company has received notices in
 writing fromamember proposing theircandidaturesfor appointment as
 Directors. All these directors have filed Form DD-A with the Company as
 required under the Companies (Disqualification of Directors under
 Section 274(1)(g) of the Companies Act, 1956) Rules,2003.
 
 Brief particulars and expertise of these Directors, names of companies
 in which they hold directorships and the memberships/chairmanships of
 committees of the Board etc as stipulated under clause 49 of the
 listing agreement with the stock exchanges, are provided in the Report
 on Corporate Governance,formingpartoftheAnnualReport.
 
 APPOINTMENT OF COMPANY SECRETARY AND COMPLIANCE OFFICER:
 
 During the year under review, Mr. Yogesh Kolwalkar resigned as Company
 Secretary and compliance officer with effect from December14, 2010.
 
 As required under Section 383AoftheCompanies Act, 1956 read with the
 provisions of the Listing Agreement with Stock Exchanges, Mr. Shyam
 Bhattbhatt, an associate member of the Institute of Company Secretaries
 of India, New Delhi, has been appointed as the Company Secretary and
 Compliance Officer on April 26,2011.
 
 To meet the provisions of the Listing Agreement with Stock Exchanges,
 Mr. Gaurav Kale was appointed as a Compliance Officer of the company
 for the period from February 14, 2011 till April 26,2011.
 
 NBFC (NON DEPOSIT ACCEPTING OR HOLDING) COMPANIES PRUDENTIALNORMS:
 
 Your company is categorized as a non deposit taking systematically
 important (ND-SI) non-banking finance company (NBFC).  Accordingly
 during 2010-11, your Company has not accepted any deposits from the
 public and there were no deposits which become due for repayment or
 renewal. Your Company has complied with the directives issued by the
 Reserve Bank of India under the Non Banking Financial (Non-Deposit
 Accepting or Holding) Companies Prudential Norms (Reserve Bank)
 Directions,2007,asamended from timetotime.
 
 SUBSIDIARYCOMPANIES:
 
 YourCompany hasfollowing wholly-owned-subsidiaries(WOS):
 
 1.  Money Matters Securities Private Limited
 
 2.  Money Matters Investment Advisors PrivateLimited
 
 3.  Money Matters Distribution Company PrivateLimited
 
 4.  Money Matters Capital PrivateLimited
 
 5.  Money Matters Research Private Limited;and
 
 6.  Money Matters Resources PrivateLimited.
 
 Money Matters Advisory Pte. Ltd. (MMAPL) was incorporated in Singapore
 as a wholly owned subsidiary of Money Matters Research Pvt. Ltd. with a
 view to engage in the business of providing financial advisory and
 consultancy services. As of now the company is yet to commence its
 commercial operations and in view of the recent developments in the
 company, it has been thought prudent to discontinue the foray into
 Singapore and strikeoffMMAPLasper the prevailing procedureinSingapore.
 
 All the aforesaid subsidiaries are non-material unlisted subsidiaries
 ofyourCompany.
 
 In terms of the General Circular No: 2 /2011 dated February 8, 2011
 issued by the Government of India, Ministry of Corporate Affairs
 granting a general exemption under Section 212 of the Companies Act,
 1956, copiesofthe balance sheet, profit and loss account and reports
 ofthe Boardof directors and auditorsof the Companyssubsidiarieshavenot
 beenattached with the balance sheetofthe Holding Company.
 
 However, pursuant to the Clarification in respect of General Circular
 No: 2 /2011 dated February 8, 2011 Company hereby undertakesthat:
 
 1.  Annual accounts of the subsidiary companies and the related
 detailed information shall be made available to shareholders of the
 Company and subsidiary companies seeking suchinformationatany
 pointoftime.
 
 2.  The annual accounts of the subsidiary companies shall also be kept
 for inspection by any shareholders in the Registered office of the
 Company and of the subsidiary companies concerned.
 
 3. The company shall furnish a hard copy of details of accounts of
 subsidiaries to any shareholder of the company on demand;
 
 As required, the Board of Directors have passed a resolution in their
 meeting held on May 30, 2011, according their consent not to attach the
 balance sheet of the subsidiaries concerned.
 
 As directed by the Central Government and pursuant to Accounting
 Standard-21 (AS-21) prescribed under the Companies (Accounting
 Standard) Rules, 2006, Consolidated Financial Statements presented by
 your Company include financial information about its aforesaid
 subsidiaries. The financial statements of your Company as well as its
 aforesaid subsidiaries will also be available on the website of your
 Company(www.money-matters.in)
 
 AUDITORS:
 
 During the year under review M/s. Haribhakti & Co., Chartered
 Accountants, Mumbai tendered their resignation as Statutory Auditors of
 the Company and its subsidiaries vide their letter dated
 January12,2011.
 
 M/s. Karnavat & Co., Chartered Accountants, Mumbai, were appointed as a
 Statutory Auditor by members in the Extraordinary General Meeting held
 on February 25, 2011.  M/s. Karnavat & Co, Chartered Accountants,
 Mumbai, will retire as Statutory Auditors of the Company at the ensuing
 Annual General Meeting and have given their consent for re-appointment.
 
 In terms of the provisions of Section 225 of the Companies Act, 1956,
 the appointment of Auditors of the Company requires the approval of the
 shareholders by way of an ordinary resolution.  An appropriate
 resolution has been included inthe Notice ofthe ensuing Annual General
 Meeting for approval of the shareholders.
 
 Your Company has received the eligibility certificate under section
 224(1B) of the Companies Act, 1956 from M/s. Karnavat &
 Co.,CharteredAccountants, Mumbai.
 
 AUDITORSREPORT:
 
 M/s. Karnavat & Co., the Statutory Auditors of your Company, submitted
 their report on the accounts of the Company for the year ended March
 31, 2011 which is self-explanatory and requires no comments or
 explanation under section 217(3) of theCompaniesAct,1956.
 
 CORPORATE GOVERNANCE:
 
 As per clause49 ofthe listing agreement with stock exchanges, a
 separate section on Corporate Governance forms part of the Annual
 Report.
 
 A certificate from the statutory auditors of your Company regarding
 compliance of conditions of Corporate Governance, as stipulated under
 clause 49 of the listing agreement and a declaration by the Managing
 Director with regard to Code of Conduct areattachedtothe
 Report on Corporate Governance.
 
 Further, as required under clause 49 of the listing agreement with
 stock exchanges, a certificate from the Managing Director and Sr. Vice
 President – Finance & Accounts on the financial statements of your
 Company for the year ended March 31, 2011, was placedbefore the
 BoardatitsmeetingheldonMay30,2011.
 
 EMPLOYEES STOCK OPTION PLAN:
 
 In line with its policy to give incentives to its employees from time
 to time, your Company has adopted the Employees Stock Option Plan
 (ESOP) in accordance with the provisions of Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines) with effect
 from October 27, 2009 duringFY2009-10.
 
 During theyearunder reviewnooptionsweregranted. The Stock Options
 havenot yetbeen vested withtheemployees.
 
 Disclosures, as prescribed under the SEBI Guidelines, are set out
 inAnnexuretothis Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT:
 
 In pursuance of Section 217(2AA) of the Companies Act, 1956, the
 Directors confirm that, to the best of their knowledge and belief:
 
 i) in the preparation of annual accounts, all applicable accounting
 standards have beenfollowed alongwithproper explanation relating to
 material departures, ifany;
 
 ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and these have been applied consistently and
 reasonable and prudent judgments and estimates have been made so as to
 give a trueand fairviewofthestateofaffairsoftheCompanyason March 31,
 2011, and of the profit of the Company for the accountingyear
 endedonthatdate;
 
 iii) 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 detectingfraudandotherirregularities;
 
 iv) the annual accountshave beenpreparedonagoing concern basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
 FOREIGN EXCHANGE EARNINGS AND OUTGO:
 
 Since your Company does not own manufacturing facility, the particulars
 relating to conservation of energy and technology absorption stipulated
 as per Section 217(1)(e) of the Companies Act, read with the Companies
 (Disclosure of Particulars in the ReportofBoardofDirectors)Rules,1988,
 arenotapplicable.
 
 The foreign exchange earnings for the year 2010-11 stood at Rs. NIL
 (previous year Rs. 36.62 lacs) and foreign exchange outgo during
 theyearwasRs.76.15lacs (previous yearRs. 1.02Lacs).
 
 PARTICULARS OF EMPLOYEES:
 
 Particulars of employees 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 from time to time, forms part of the
 Directors Report. However, having regard to the provisions of Section
 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding
 the aforesaid information, is being sent to all the members of the
 Company and others entitled thereto. Any member interested in obtaining
 such particulars may writeto the Company Secretary at the registered
 officeoftheCompany.
 
 ACKNOWLEDGEMENTS:
 
 The Company is grateful to the Customers, Bankers, Statutory
 Authorities, Financial Institutions, Business Associates and the
 Government of India, particularly Ministry of Corporate Affairs,
 Ministry of Finance, the Reserve Bank of India, the Securities and
 Exchange Board of India, Stock Exchanges and other Government Agencies
 for their co-operation and guidance and looks forward to their
 continued support in the future.
 
 Board of Directors wish to place on record their appreciation for the
 contributions made by the employees at all level, whose outstanding
 professionalism, commitment, initiative and solidarity has enabled the
 organisation to sustain during the challenging times. Finally, the
 Board of Directors express their gratitudetothe membersfortheirtrustand
 support.
 
                                       For and on behalf of the Board
 
                                                        Rajesh Sharma
 
                                         Chairman & Managing Director
 
 Place: Mumbai
 
 Dated: May 30, 2011