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Global Market (India) LimitedKJMC

12th Annual Report

2009-2010

1

Global Market (India) Limited

BOARD OF DIRECTORS : Mr. I.C. Jain Chairman

Mr. Rajnesh Jain Executive Director

Mr. Girish Jain

Mr. S. C. Aythora

Mr. Nitin Kulkarni

Mr. Shailesh Shah

AUDITORS : Batliboi and Purohit

Chartered Accountants

National Insurance Building,

204, D. N. Road, Fort,

Mumbai - 400 001.

BANKERS : Union Bank of India Citi Bank

UCO Bank HDFC Bank Limited

REGISTERED OFFICE : 168, Atlanta, 16th Floor,

Nariman Point, Mumbai - 400 021.

Tel. Nos. (022) - 4094 5500

(022) - 22832350 / 52

Fax No. 91-022 - 22852892

Website : www.kjmc.com

REGISTRAR & TRANSFER AGENTS : Bigshare Services Pvt. Ltd.

E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka,

Andheri (East), Mumbai - 400 072

Tel. No. : 28470652/53 • Fax No. 28475207

E-mail : [email protected]

Counter Timings : 10.30 a.m. to 12.30 p.m. • 1.30 p.m. to 3.30 p.m.

GROUP BRANCH OFFICES : NEW DELHI JAIPUR

221, Hans Bhavan 41, Jai Jawan Colony II

Bahadur Shah Zafar Marg, Tonk Road, Durgapur,

New Delhi - 110 002. Jaipur - 302018.

AHMEDABAD

Brodway Business Centre,

1st Floor,

Shahjanand Complex,

C. G. Road,

Ahmedabad 380 008.

TWELFTH ANNUAL GENERAL MEETINGDATE Saturday, 25th September, 2010

TIME 4.15 P.M.

VENUE S.K. SOMANI MEMORIAL HALL

HINDI VIDYA BHAWAN

79, MARINE DRIVE, ‘F’ ROAD,

MUMBAI - 400 020.

I N D E X

Page No.

Notice 2

Directors’ Report 4

Management Discussion & Analysis 5

Report on Corporate Governance 5

Auditors’ Certificate on Corporate Governance 7

Auditors’ Report 8

Balance Sheet 10

Profit & Loss Account 11

Cash Flow Statement 12

Schedules 13

Notes on Accounts 17

Balance Sheet Abstract 19

Subsidiary Company 20

Consolidated Accounts 25

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Notice is hereby given that Twelfth Annual General Meeting of the Members of

KJMC Global Market (India) Limited will be held on Saturday, 25th September,

2010 at 4.15 P.M. at S. K. Somani Memorial Hall, Hindi Vidya Bhawan,

79-Marine Drive, F Road, Mumbai - 400 020 to transact the following business:

ORDINARY BUSINESS: -

1. To receive, consider and adopt the Audited Profit and Loss Account for

the year ended 31st March, 2010 and the Balance Sheet as at that date

and the Report of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Shri Rajnesh Jain, who retires by rotation

and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Shri S. C. Aythora, who retires by rotation

and being eligible, offers himself for re-appointment.

4. To appoint Auditors and to authorize Board of Directors to fix their

remuneration.

SPECIAL BUSINESS:

5. To consider and if thought fit, to pass with or without modification(s), the

following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309,

read with Schedule XIII and other applicable provisions, if any, of the

Companies Act, 1956 (including any amendment thereto or enactment

thereof for the time being in force), the consent of the Company be and is

hereby accorded to the terms of re-appointment of Shri Rajnesh Jain as

‘Executive Director’ of the Company for a period of three years from 1st

November, 2010 to 31st October, 2013 ( both days inclusive) on the terms

and conditions as set out in the Explanatory Statement annexed to this

Notice and that he be paid remuneration by way of salary, commission,

perquisites and allowances as approved by the Board of Directors of the

Company and the Remuneration Committee”.

“RESOLVED FURTHER THAT the Board of Directors and the Remuneration

Committee be and are hereby authorized to alter, amend, vary, enhance

or modify the scope and quantum of remuneration by way of salary,

commission, perquisites and allowances of Shri Rajnesh Jain as they

may deem proper from time to time considering the nature and scope of

his responsibilities as shall be permissible and in conformity with

applicable provisions of the Companies Act, 1956”.

FOR KJMC GLOBAL MARKET (INDIA) LIMITED

(I.C. JAIN)

CHAIRMAN

Place : Mumbai

Date : 27th May, 2010

NOTES :

A) The related Explanatory Statement pursuant to Section 173(2) of the

Companies Act, 1956 in respect of the item no. 5 setting out the material

facts is annexed hereto.

B) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF

AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The

Instrument of Proxy in order to be effective should be deposited at the

Registered Office of the Company at 168, Atlanta, Nariman Point, Mumbai

– 400021, not less than forty eight hours before the commencement of

the meeting.

C) Members who hold Shares in dematerialized form are requested to write

their client ID and DP ID numbers in the attendance slip for easy

identification of attendance in the meeting.

D) The Register of Members and Share Transfer Books of the Company will

remain closed from Saturday, 18th September, 2010 to Saturday, 25th

September, 2010 (both days inclusive) for the purpose of Annual General

Meeting.

E) As per the provisions of the Companies Act, 1956, facility for making

nomination is available for shareholders in respect of their holdings.

Nomination Form can be obtained from the Company’s Registrar and

Transfer Agents.

F) Information required to be furnished under the Listing Agreement. The

information required to be provided under the listing agreement entered

into with the stock exchange regarding the Directors who are proposed

N O T I C E

to be re-appointed, seeking appointment is given hereunder:

1. Name & Designation Shri Rajnesh Jain, Director

Date of Birth 31st January,1967

Qualifications B.Com, FCA

Expertise Having vast experience in Corporate Finance,

Merchant Banking and Capital Market.

Director of the 1st November, 2007

Company since

The other Directorships / Committee Memberships of Shri Rajnesh Jain

are as follows:

Name of the Company Committee BoardMemberships Memberships

KJMC Financial Services Limited Member-Share DirectorTransfer andInvestors’GrievanceCommittee.

KJMC Capital Market Services Limited Chairman- Audit Director

Committee

KJMC Shares and Securities Limited - Director

KJMC Technologies & Systems Limited - Director

Port City Infrastructure Development (I) Limited - Director

KJMC Credit Marketing Limited - Director

KJMC Commodities Market India Limited - Director

KJMC Realty Private Limited - Director

Prathamesh Enterprises Private Limited - Director

Graham Firth Steel Products (India) Limited - Director

KJMC Asset Management Company Limited - Director

2. Name & Designation Shri S. C. Aythora

Date of Birth 10th January,1951

Qualifications B. Com (Hons), F.C.A.

Expertise He has more than 20 years of experience

in the field of Corporate Accounts,

Audit,Taxation and Company Law

matters.

Director of the Company

since 26th December, 2008

The other Directorships / Committee Memberships of Shri S. C. Aythora

are as follows:

Name of the Company Committee Board

Memberships Memberships

KJMC Financial Services Limited Chairman - Audit Committee Director

Chairman - Remuneration

Committee.

KJMC Capital Market Services Member - Audit Committee Director

Limited Chairman - Remuneration

Committee.

Gold Rock Investments Limited - Director

Gold Rock World Trade Limited - Director

Gold Rock Metals Limited - Director

Gold Rock Agro Tech Limited - Director

Tridhar Finance & Trading Limited - Director

Saryu Investment & Trading Private

Limited - Director

Sugata Investments Limited - Director

Seattle Online Private Limited - Director

Picanova Investments Private

Limited - Director

Blue Point Leasing Limited - Director

Incite Infotech Private limited - Director

Splendour Trade Place Private

Limited - Director

Panki Roadlines Private Limited - Director

12th Annual Report 2009-2010

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G) Members are requested to :

i) To bring their copy of the Annual Report at the meeting.

ii) Quote their Folio No. or Client ID and DP ID Nos. in all correspondence

with the Company.

iii) Notify immediately to the Company or Present R&T Agents viz Big

Share Services Private Limited, any change in their address and their

mandates, if any. Pin Code Nos. at the end of address should

positively be mentioned in order to ensure that postal authorities

deliver the envelopes easily and on time.

iv) Handover the enclosed attendance slip, duly signed in accordance

with their specimen signature registered with the Company, for

admission to the meeting hall.

H) Any members requiring further information on accounts at the meeting

are requested to send queries in writing to the Company atleast 10 days

in advance from the date of the meeting, so that information required

may be made readily available at the meeting.

EXPLANATORY STATEMENT

(PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956)

Item No. 5 :

The Remuneration Committee at its meeting held on 25th May, 2010 had

recommended re-appointment of Shri Rajnesh Jain as ‘Executive Director’ for

a period of three years from 1st November, 2010 to 31st October, 2013 (both

days inclusive) on the terms of Remuneration set out in the Explanatory

Statement. The Board of Directors, at their meeting held on 27th May, 2010

had approved the recommendations subject to the approval by the members

at Annual General Meeting by way of Special Resolution. The Remuneration

Committee and the Board of Directors are of the opinion that the re-appointment

of Shri Rajnesh Jain as ‘Executive Director’ will be in the interest of the

Company.

The material terms of remuneration payable to Shri Rajnesh Jain are as under:

1. Basic Salary:

Rs. 1,00,000/- (Rupees One Lac only) per month with such increases as

may be decided by the Board of Directors (which includes any Committee

thereof) from time to time.

2. Perquisites and allowances:

In addition to the Salary, the following perquisites, allowances shall be

allowed to the ‘Executive Director’:

(i) Company’s contribution to provident fund and superannuation fund

to the extent these either singly or put together are not taxable under

the Income-tax Act.

(ii) Gratuity at the rate of half month’s salary for each year of service.

(iii) Leave with full pay as per the rules of the company, with encashment

of unavailed leave being allowed.

(iv) Reimbursement of medical expenses incurred for self and family in

India or abroad, including hospitalization, nursing home and surgical

charges and in case of medical treatment abroad, the air-fare,

boarding/lodging for patient and attendant.

(v) Reimbursement of actual traveling expenses for proceeding on leave

twice in a block of four years in respect of himself and family.

(vi) Reimbursement of membership fees for clubs in India or abroad,

including any admission / life membership fees for the purpose of

Company’s business.

(vii) Personal accident insurance policy in accordance with the scheme

applicable to senior employees.

(viii)Cost of insurance cover against the risk of any financial liability or

loss because of any error of judgment, as may be approved by the

Board of Directors from time to time.

(ix) Reimbursement of entertainment expenses incurred in the course of

business of the company.

(x) Free use of Company’s car for Company’s work along with driver.

(xi) Telephone, tele-fax and other communication facilities at company’s

cost.

(xii) Subject to any statutory ceiling/s, the Executive Director may be given

any other allowances, perquisites benefits and facilities as the Board

of Directors from time to time may decide.

3. Valuation of perquisites

Perquisites / allowances shall be valued as per Income-tax rules, whichever

applicable, and in the absence of any such rules, shall be valued at actual

cost.

4. Computation of ceiling

The following shall not be included in the computation of perquisites for

the purposes of the ceiling :

a) Contribution to provident and superannuation funds referred to in

para 2(i) above

b) Gratuity payable as per para 2(ii), to the extent of half a month’s

salary for each completed year of service.

c) Encashment of leave at the end of the tenure as per para 2 (iii) above.

5. Other terms:

a) No sitting fees shall be paid to Mr. Rajnesh Jain for attending the

meetings of the Board of Directors or any Committee thereof, during

his tenure as ‘Executive Director’ of the Company.

b) Compensation for loss of office before the expire of the terms of office

would be payable to the ‘Executive Director’ as per the provisions of

the Companies Act, 1956.

6. Minimum Remuneration:

The aforesaid remuneration in any one financial year shall not exceed the

limits prescribed under Section 198, 309 and other applicable provisions

of the Companies Act, 1956 read with Schedule XIII to the said act as

may, for the time being, be in force. Notwithstanding anything to the

contrary herein contained, where in any financial year during the currency

of tenure of the Executive Director, the Company has no profits or its

profits are inadequate, the Company will pay remuneration by way of

Salary, Commission and Perquisites as provided above or the maximum

remuneration payable as per the limits set out in Section II of Part II of

Schedule XIII of the Companies Act, 1956, whichever is lower.

Information required to be given to the Members as per Schedule XIII of the

Companies Act, 1956.

General information:

1. Nature of Industry Financial Services

2. Expected date of commencement Not applicable being in Capital

of commercial production Market and financial services industry

3. In case of new companies, Not applicable being existing company

expected date of commencement

of activities as per project approved

by financial institutions appearing

in the prospectus

4. Financial performance based on As per the Audited Accounts for the

given indicators year ended 31st March, 2010

Income : Rs. 165.59 Lacs

Net Profit before depreciation and

tax : Rs. 3.25 Lacs

Profit/(Loss) after tax : Rs. (3.41) Lacs

5. Export performance and net foreign Not applicable

exchange collaborations

6. Foreign Investments or Not applicable

collaborators, if any

Other information:

1. Reasons for lossand inadequacyof profits

2. Steps taken orproposed tobe taken forimprovement

3. Expected increasein productivity andprofits in measurable

terms

Information about Shri Rajnesh Jain to be appointed as ‘Executive Director’ :

Shri Rajnesh Jain is an FCA, having vast experience in Corporate Finance,

Merchant Banking and Capital Market and is in charge of the overall

management of your Company subject to the directions, supervision and

control of the Board of Directors of the Company. He is also the promoter of

the Company and associated with the Company for more than a decade. The

Board is of the opinion that his re-appointment as ‘Executive Director’ would

be in the interest of your Company.

Your Directors therefore recommend this Resolution for your approval. Shri

Rajnesh Jain himself and his relatives viz. Mr. I. C. Jain and Mr. Girish Jain are

concerned or interested in this Resolution.


(I. C. JAIN)CHAIRMAN

Place : MumbaiDate : 27th May, 2010

The company is exposed to specific risk that are peculiar to

its business and the environment within which it operates

including the economic cycle, market risk, sentiments

affecting capital market etc. and the profitability of the

company varies accordingly. The company is exploring the

potential of new business avenues. Considering the

Country’s strong economic outlook coupled with buoyancy

in the capital market, your directors expect better

performance of the Company in the coming years. It must

be noted that, being in the capital markets, its fortunes are

linked to the state of the capital markets.

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DIRECTORS’ REPORT

ToThe Members ofKJMC Global Market (India) Limited

Your Directors herewith present the 12th Annual Report, together with theaudited statement of accounts of the Company for the year ended31st March, 2010.

FINANCIAL RESULTSThe performance of the Company for the financial year ended 31st March,2010 is summarized below:

(Rs. In lakhs)

Year ended Year ended31st March, 31st March,

2010 2009

Total Income 165.59 265.55

Total Expenditure 162.34 191.17

Profit Before Depreciation and Tax 3.25 74.38

Less : Depreciation 2.71 3.43

Provision for Tax (Current & Deferred) 3.95 33.61

Profit/(Loss)After Tax (3.41) 37.34

Add : Prior Period Item Net- Income /

(Expenses) 0.00 (0.05)

Add: Surplus in Profit and Loss Account 575.54 538.25

Balance carried to Balance Sheet 572.13 575.54

PERFORMANCE REVIEWDuring the year under review, your Company earned the Gross Income of Rs.165.59 Lakhs as against Rs. 265.55 Lakhs in the previous year. The totalexpenditure during the year under review was Rs. 162.34 Lakhs as againstRs. 191.17 Lakhs in the previous year. The Net Loss for the year was Rs. 3.41Lakhs as against Net Profit of Rs. 37.34 Lakhs in the previous year. Consideringexpectations of country’s gradual improvement in effective demand and GDPgrowth rate coupled with upward movements in capital market, your directorsexpect better performance of the Company in the coming years.

DIVIDENDIn view of the losses incurred during the year, your directors do not recommendany dividend on Equity Shares for the year under review.

DIRECTORSIn accordance with the provisions of the Companies Act, 1956 and the Articlesof Association of the Company, Shri Rajnesh Jain and Shri S C Aythora, theDirectors of the Company are liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible, offer themselves for reappointment.The Board at its meeting held on 27th May, 2010 approved a proposal for there-appointment of Mr. Rajnesh Jain as Executive Director of the Company fora further period of three years subject to the approval of the members of theCompany in the general meeting. Approval of the Members is being sought atthe current Annual General Meeting for the re-appointment of Mr. RajneshJain as Executive Director of the Company for a further period of three yearseffective from 1st November, 2010 to 31st October, 2013.

AUDITORSM/s. Batliboi & Purohit, Chartered Accountants, the Auditors of the Companyholds office until the conclusion of the ensuing Annual General Meeting. YourCompany has received a certificate from the Auditors u/s. 224(1B) of theCompanies Act, 1956 to the effect that their reappointment, if made, will bewithin the limit prescribed. Members are requested to appoint Auditors andauthorize the Board to fix their remuneration.

FIXED DEPOSITThe Company has neither invited, nor accepted, nor renewed any fixed depositfrom the public during the year and there was no outstanding deposit payableduring the financial year ended on 31st March, 2010.

SUBSIDIARY COMPANYThe accounts of the subsidiary Company viz. M/s KJMC Shares & SecuritiesLimited for the financial year ended 31st March, 2010 are attached to theAccounts of the Company in terms of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTSPursuant to Clause 32 of the Listing Agreement entered into with the StockExchange, your Directors have pleasure in attaching the Consolidated FinancialStatements for the financial year ended 31st March, 2010, prepared inaccordance with the Accounting Standards 21 (AS 21) prescribed by theInstitute of Chartered Accountants of India, in this regard.

DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA)OF THE COMPANIES ACT, 1956.Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirmthat:

1. In the preparation of annual accounts, the applicable accounting standardshave been followed along with proper explanation relating to materialdepartures;

2. The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of theCompany at the end of Financial Year 31st March, 2010 and of the loss ofthe Company for that period.

3. The Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concernbasis.

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement with the Stock Exchange.A separate section on Corporate Governance, along with a certificate fromthe Auditors for the compliance is annexed and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial yearunder review is annexed and form part of the report.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock ExchangeLimited. Listing fees upto the year 2010-2011 has been paid to the BombayStock Exchange Limited (BSE).

PREFERENTIAL ALLOTMENT OF CONVERTIBLE WARRANTS

During the year under review, the Company allotted 76,300 Equity Shares ofRs. 10/- each to ‘I.C. Jain HUF’, the person belonging to Promoter Group,consequent upon conversion of 2nd tranche of warrants at a price of Rs. 16.15(including premium of Rs. 6.15 per share) being the price determined inaccordance with SEBI (Disclosure & Investor Protection) Guidelines, 2000 onPreferential Issues and Listing Agreement. The proceeds of equity sharesissued by company are being used for the purpose for which they were raised.

PARTICULARS OF EMPLOYEES

Since, there are no employees falling within the purview of the provisions ofSection 217 (2A) of the Companies Act, 1956, no such details, are required tobe given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION

Since the Company is engaged in providing financial services, the detailsrequired under Section 217(1)(e) of the Companies Act, 1956 are notapplicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned Rs. Nil in foreign currency in the Current year ascompared to Rs. Nil in the previous year and incurred expenditure of Rs.1,94,000/- in the Current year as compared to Rs. Nil Lacs in the previousyear.

INSURANCE

The Company’s fixed assets as well as current assets have been adequatelyinsured.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contributionmade by the executives and employees at all levels for their dedication andcommitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of theBankers, Clients and the Company’s Shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(I.C. JAIN)CHAIRMAN

Place : MumbaiDate : 27th May, 2010

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1. ECONOMIC ENVIRONMENT

The global economy continues to recover amidst ongoing policy support andimproving financial market conditions. During the fiscal 2010, India witnessed asignificant revival in economic activity despite deterrent factors like errant monsoon.The economic recovery was evident across a wide range of sectors with themomentum gaining strength in the second half of fiscal 2010. The overall growth ofGDP as per revised estimates of the Central Statistical Organisation (CSO) was 7.2%.As at March 31, 2010, India’s foreign exchange reserves stood at USD 279.1 billion,which were higher by USD 27.1 billion as compared to previous year as at March 31,2009.

India’s strong domestic fundamentals are expected to remain operative over the longterm as the twin drivers of growth viz. consumption and investment continues toremain strong and positive. The Government’s proposed move to a Common Goodsand Service Tax (GST) regime, the adoption of Direct Tax Code, the decision to makescarce resources such as Telecom spectrum, oil and gas blocks, coal mine throughavailable auction, the proposed disinvestment in public sector units are all openingup revenue avenues for the government and expected to impact positively on thegrowth story of the Indian economy. The upsurge in economic recovery is expectedto strengthen further and broad based in nature.

2. BUSINESS AND INDUSTRY REVIEW

Your Company is a Category-I Merchant Banker registered with the Securities &Exchange Board of India (SEBI).The Company has been involved in Project andFinancial Advisory Services and Funding solutions for various Corporate and IndustrialHouses for their large developmental projects. As SEBI Registered Category IMerchant Banker, the Company is Offering Services like Merchant Banking (PublicIssue Management), Private Placements of Bonds and Equities, Term Loan/DebtSyndication, Project Finance & Advisory Services etc. Your Company, along with itsassociates forms an integrated financial services group providing wide range ofservices to its clients.

Your Company is currently well poised to play a larger role in the growth story of theeconomy and optimize its performance by leveraging the investments that have beenmade in the past and which are likely to have positive impact on the bottom line ofyour Company in the coming years.

3. FINANCIAL REVIEW

During the year under review, your Company earned the Gross Income of Rs. 165.59Lakhs as against Rs. 265.55 Lakhs in the previous year. The total expenditure duringthe year under review was Rs. 162.34 Lakhs as against Rs. 191.17 Lakhs in the previousyear. The Net Loss for the year was Rs. 3.41 Lakhs as against Net Profit of Rs. 37.34Lakhs in the previous year. Considering expectations of country’s gradual improvementin effective demand and GDP growth rate coupled with upward movements in capitalmarket, your directors expect better performance of the Company in the comingyears.

4. BUSINESS OUTLOOK

India has survived one of the worst global crises in history better than most othereconomics and your company is gearing itself to respond to emerging opportunitiesand challenges. Presently in the Investment Banking Sector, there are a wide rangeof services offered by aggressive players in the market which have made significantimpact on the industry. Customers’ diverse needs have carved out more opportunitiesto creative players, to innovate and satisfy the needs of the customers at all levels.Your company plans to step up its presence in areas such as Public IssueManagement, Private Placements of Bonds and Equities, Term Loan/Debt Syndication,Project Finance & Advisory Services etc. to meet the needs of its clients. Your Companyalso has mandates on hand for various kinds of assignments which are at variousstages of execution. Your company is making investments in infrastructure &technology to meet the demands of a growing business.

5. RISKS AND CONCERNS

The Company is exposed to specific risks that are particular to its business and theenvironment within which it operates including economic cycle, market risks,competition risk, interest rate volatility, human resource risk and execution risk etc.The Company manages these risks by maintaining a conservative financial profileand by following prudent business and risk practices. Being engaged in the businessin a highly regulated industry; we are presented with risk containment measures inthe very regulations. The company’s business could potentially be affected by thefollowing factors:-

- Impact of markets on our revenues and investments, sustainability of the businessacross cycles

- Risk that a client will fail to deliver as per the terms of a contract with us or anotherparty at the time of settlement.

- Risk due to uncertainty of a counterparty’s ability to meet its financial obligationsto us.

- Inability to conduct business and service clients in the event of a contingencysuch as a natural calamity breakdown of infrastructure, etc.

6. OPPORTUNITIES AND THREATS

Opportunities:

• Low retail penetration of financial services / products in India

• Tremendous brand strength

• Opportunity to cross sell services

• Increasing per-capita GDP

• Utilize technology to provide solutions to customers

MANAGEMENT DISCUSSION & ANALYSIS

PHILOSOPHY OF CORPORATE GOVERNANCE

Your Company is committed to upholding the highest standards of Corporate Governancein its operations. The policies and practices are not only in line with the statutoryrequirement, but also reflect your Company’s commitment to operate in the best interestof its stake holders. The responsibility for maintaining high standards of governance lieswith your Company’s Board of Directors and various Committee of the Board, which areempowered to monitor implementation of the best Corporate Governance practicesincluding making necessary disclosures within the framework of legal and regulatoryprovisions and Company conventions besides its employees.

In this direction, your Company is committed to ensure that the Company’s Board ofDirectors continued to be constituted as per the prescribed norms, meets regularly as perthe prescribed frequency, provides effective leadership, exercises control over themanagement, monitors executive performance and makes appropriate disclosures. Inaddition, establishment of a framework of strategic control and continuous reviewing of itsefficacy and establishment of clearly documented and transparent management processesfor policy development, implementation and review, decision making, monitoring controland reporting are the other policy directives. Your Company provides free access to theBoard of all relevant information, advices and resources to enable it to carry out its roleeffectively.

Pursuant to Clause 49 of the Listing Agreement, your Company has complied fully with allthe mandatory requirements of the Corporate Governance in all material aspects. Asrequired by the Listing Agreement, a report on Corporate Governance is given below:

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Your Company is committed to bring about the good corporate governance practice.The Company has laid emphasis on cardinal values of fairness, transparency,accountability and equity, in all its operations, and in its interactions with stakeholdersincluding shareholders, employees, the government and the lenders, therebyenhancing the shareholders’ value and protecting the interest of shareholders.

2. BOARD OF DIRECTORS

Composition:The Company has a Non – Executive Chairman and the number of IndependentDirectors is one half of the total number of Directors. The Board of Directors consistsof Six Directors. During the Financial year 2009-2010, Six (6) Meetings of the Boardwere held on 20th June 2009, 27th June, 2009, 29th July, 2009, 26th September 2009,31st October 2009 and 30th January 2010. The particulars of Directors as on 31st March,2010 are as follows:-

Sr. Director Category of No. of Last No. of Committee

No. Directorship BM AGM Other Memberships

Attended attended Director-

ships Held Chairman Member

1 Mr. I. C. Jain Chairman -

Non Executive Director 5 No 7 1 3

2 Mr. Girish Jain Non Executive Director 6 Yes 8 1 3

3 Mr. Shailesh Shah Non-Executive &

Independent Director 5 No 1 - 1

4 Mr. Rajnesh Jain Executive Director 6 Yes 11 1 1

5 Mr. Nitin Kulkarni Non-Executive &

Independent Director 6 Yes 1 - 4

6 Mr. S. C. Aythora Non-Executive &

Independent Director 6 Yes 15 3 1

None of the Directors hold directorship in more than 15 public limited companies, membership in

committees of Board in more than 10 companies and chairmanship of committee of Board of more

than 5 committees.

CORPORATE GOVERNANCE FOR THE F.Y. 2009-2010

Threats:

• Competition from established companies and new entrants

• Execution risk.

• Regulatory changes.

• Attrition and retention of human capital.

• Volatile environment

7. ADEQUACY OF INTERNAL CONTROLS:-

Your Company has a proper and adequate system of internal controls to ensure thatall assets are safeguarded and protected against loss from unauthorised use ordisposition and that transaction are authorised, recorded and reported correctly. TheCompany has an extensive system of internal control which ensures optimal utilisationand protection of resources, its security, accurate reporting of financial transactionsand compliances of applicable laws and regulations as also internal policies andprocedures. The Company has continued its efforts to align all its processes andcontrols with global best practices in these areas as well.

8. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

Your Company continues to lay great stress on its most valuable resource - people.Continuous training, both on the job and in an academic setting, is a critical input toensure that employees at all levels are fully equipped to deliver a wide variety ofproducts and services to the rapidly growing customer base of your Company. . It isour endeavour to create an environment where people can use all of their capabilitiesin support of the business. Therefore, your Company encourages its employees to

balance their work and personal responsibilities.


6

Board Procedures:The Agenda is circulated well in advance for the Board members. The items in theAgenda are backed by comprehensive background information to enable the Boardto take appropriate decisions. In additions to the information required under AnnexureIA to clause 49 of the Listing Agreement, the Board is also kept informed of majorevents/items and approvals taken wherever necessary. At the Board meetings, theBoard is apprised of the overall performance of the Company.

3. AUDIT COMMITTEE

(a) Terms of Reference:

The terms of reference and powers of the Audit Committee are as per Clause 49of the Listing Agreement and also as per new Section 292A of the CompaniesAct, 1956. The functions of the Audit Committee are as per provisions ofCompanies Act, 1956 and Listing Agreement with the Stock Exchange. Theseinclude review of accounting and financial policies and procedures, review offinancial reporting system, internal control procedures and risk managementpolicies. The Audit Committee discusses the company’s accounts before theseare placed before the Board of Directors and also takes an overview of thecompany’s financial reporting process. The Committee met four times duringthe year i.e. 27th June 2009, 29th July 2009, 31st October 2009 and 30th January,2010.

(b) Composition:During the year, the audit committee consisted of the following Directors:

Name of Director Executive/Non-Executive/ No. of Meetings

independent attended during the year

Mr. Inder Chand Jain Non Executive Director 4

Mr. Shailesh Shah Independent Director 4

Mr. Nitin Kulkarni Independent Director 4

4. REMUNERATION COMMITTEE:

(a) Terms of Reference:

The Remuneration Committee was formed by the Board of Directors at theirmeeting held on September 29, 2007.The terms of the reference of the Committeeis to review and recommend compensation payable to the Executive Directorsand also to formulate and administer Employees Stock Option Scheme, includingthe review and grant of options to eligible employees under the scheme. TheCommittee also ensures the Compensation Policy of the Company andPerformance Oriented Scheme for Senior Managers. The overall function of theCommittee consists of the following:

• Assist the Board of Directors in ensuring that affordable, fair and effectivecompensation policies are implemented.

• Approve and make recommendations to the Board in respect of Directors’fees, Salary Structure and actual compensation (inclusive of Performancebased incentives and benefits) of the Executive Director(s).

• Review and approve the overall budgetary increment proposals for annualincrease of compensation and benefits for the employees.

• Review and approve the change in terms and conditions of the ESOP.

• Review and approve the criteria for selection and appointment of Non-Executive Directors.

(b) Composition:

The Remuneration Committee consists of the following Directors:

Name of Director Executive/Non-Executive/Independent

Mr. Shailesh Shah Chairman of the Committee and Independent Director

Mr. Girish Jain Non-Executive Director

Mr. Nitin Kulkarni Independent Director

Mr. S. C. Aythora Independent Director

No Remuneration Committee Meeting was held during the year.

5. SHARE TRANSFER / INVESTOR GRIEVANCE COMMITTEE

(a) Terms of Reference:The Company’s securities are listed on the Bombay Stock Exchange Limited.The role and functions of the Share Transfer / Investor’s Grievances Committeeare effective redressal of the Complaints of the Shareholders regardingdematerialization, transfer, non-receipt of balance sheet/ dividend/ interest etc.The Committee meets as often as is necessary depending upon the ShareTransfer Applications are received. The Committee overviews the steps to betaken for further value addition in the quality of service to the investors.

(b) Composition:Pursuant to Clause 49 of the Listing Agreement, the Company is required tohave Share Transfer / Investor Grievance Committee. Accordingly, the Board ofDirectors formed a Share Transfer / Investor Grievance Committee, consistingof following Directors:Mr. I. C. Jain - MemberMr. Rajnesh Jain - MemberMr. Nitin Kukarni - MemberMr. Girish Jain - Member

During the year, the Company has not received any complaints from shareholders/ investors. As on 31st March, 2010, no transfer was pending.

The Board has delegated the powers to approve transfer of securities allottedby the Company to this Committee. The Committee held 12 meetings duringthe year and approved the transfer of shares lodged with the Company andattended the investor’s queries & complaints.

6. GENERAL BODY MEETINGS

The par ticulars of last three Annual General Meetings of the Company held are as under:

Year AGM/EGM Location Date Time

2007 AGM S. K. Somani Memorial Hall, 29/09/2007 5.00 P.M.

Hindi Vidya Bhavan, ‘F’ Road, Marine Lines,

Mumbai

2007 EGM M. C. Ghia Hall, Bhogilal Hargovindas Building, 08/12/2007 12.15 P.M.

2nd Floor, 18/20 Kaikhushru Dubash Marg,

Kalaghodha, Mumbai - 400001



Mumbai



Mumbai

No Special Resolution was put through Postal Ballot last year nor proposed at theensuing Annual General Meeting.

7. CODE OF CONDUCTThe Code of Conduct for the Directors and the Employees of the Company has beenlaid down by the Board and it is internally circulated and necessary declaration hasbeen optained.

8. DISCLOSURESRegarding related party transactions i.e. transactions of the Company with itsPromoters, Directors or Management, their subsidiaries or relatives, not conflictingwith Company’s interest, the details of which have been shown in Schedule 17 Notesto Accounts to the Annual Accounts for the year ended 31st March, 2010. During thelast three years, no penalties, strictures have been imposed on the Company byStock Exchanges or SEBI, on any matter related to capital market.

9. MEANS OF COMMUNICATIONThe Company has promptly reported all material information including quarterly resultsto The Stock Exchange, Mumbai, where the Company’s securities are listed. TheCompany publishes its quarterly, half yearly, financial results in national and regionalnewspapers. The Company also sends the financial results to Bombay Stock ExchangeLimited, immediately after its approval by the Board. The Company has not sent halfyearly report to the shareholders. No presentations were made to the InstitutionalInvestor’s or analysts during the year under review. The Management Discussionsand Analysis (MD&A) Report is annexed and forms part of this Report.

GENERAL SHAREHOLDER’S INFORMATION1. Annual General Meeting scheduled to be held :

Date : Saturday, 25th September, 2010Time : 4.15 P.M.Venue : S. K. Somani Memorial Hall, Hindi Vidya Bhavan, ‘F’ Road, Marine

Lines,Mumbai - 400 020.

2. Book Closure :

From Saturday, 18th September, 2010 to Saturday, 25th September, 2010 (both days inclusive).

3. Financial Calendar (tentative):

Financial Reporting for the Financial Year 2010-11 Tentative month of

reporting

Un-audited Financial Results for the quar ter ending 30th June, 2010 July, 2010

Un-audited Financial Results for the half year ending October, 2010

30th September, 2010

Un-audited Financial Results for the quar ter ending 31st December, 2010 January, 2011

Audited Financial Results for the year ending 31st March, 2011 May, 2011

4. Listing of Equity Shares on Stock Exchange

Shares of KJMC Global Market (India) Limited are listed on the Bombay Stock

Exchange Limited. The Company has paid Listing Fees for the current year 2010-11

to the Bombay Stock Exchange Limited (BSE).

5. Stock Code

(i) Bombay Stock Exchange Limited (BSE) : B – 532304

(ii) ISIN - INE602C01011

6. Stock Price Data

Month wise high and low price of the Company’s shares at Bombay Stock Exchange

Limited, Mumbai (BSE) from April, 2009 to March, 2010:

Bombay Stock Exchange

Limited (BSE)

Month High(Rs.) Low(Rs.)

April 2009 7.87 7.16

May 2009 8.72 7.21

June 2009 10.16 8.00

July 2009 10.71 6.51

August 2009 10.00 8.27

September 2009 12.97 8.5

October 2009 25.2 13.5

November 2009 24.45 22.00

December 2009 20.95 16.35

January 2010 24.00 17.10

February 2010 24.00 18.35

March 2010 19.20 12.90


7

7. Compliance Officer

Mr. Vijay Joshi

168, Atlanta, 16th Floor, Nariman Point, Mumbai – 400 021.

Ph: 022- 22885201, email: [email protected]

8. Address for correspondence

Shareholders can correspond to Secretarial Department, 168, Atlanta, 16th Floor,

Nariman Point, Mumbai – 400 021 or to Bigshare Services Pvt. Ltd., E-2, Ansa Industrial

Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400072, Tel.No.022-

28470652/53, Fax No. 022-28475207, mail id: [email protected].

Shareholders holding shares in electronic mode should address their Correspondence

to their respective Depository Participants. The company also has a designated email

id: [email protected] where shareholders correspond with the company.

9. Share Transfer System

Shares sent for transfer in physical form to R&T Agents, are registered and returned

within a period of 30 days from the date of receipt, if the documents are in order. The

Share Transfer Committee meets generally on a fortnightly basis to consider the

transfer proposals. All requests for dematerialisation of shares are processed by R&T

Agent within 15 days.

10. Dematerialisation of Shares

Trading in Equity Shares of the Company is permitted only in dematerialized form

with effect from 29th January 2001 as per notification issued by the Securities &

Exchange Board of India (SEBI). As on 31st March 2010, out of total Equity Capital of

31,36,440 Equity Shares, 28,16,073 Equity Shares representing 89.79% of the total

Equity Shares are held in dematerialised form with NSDL and CDSL. Transfer cum

demat facility is available to all Shareholders of the Company, who request for such

facility.

11. Distribution of shareholding as on 31st March, 2010

Range in Rupees Number of shareholders % of Total Holders

Upto - 5000 3860 96.00

5001 to 10000 59 1.47

10001 to 20000 35 0.87

20001 to 30000 15 0.37

30001 to 40000 8 0.20

40001 to 50000 8 0.20

50001 to 100000 12 0.30

100001 and above 24 0.59

TOTAL 4021 100

12. Shareholding Pattern as on 31st March, 2010:

Cat. Category of Shareholder Total No. % ShareholdingCode of Shares

held

A. Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals / Hindu Undivided Family 1570304 50.07

(b) Central Govt. / State Govts. 0 0

(c) Bodies Corporate 0 0

(d) Financial Institutions / Banks 0 0

(e) Any other 0 0

Sub Total – A(1) 1570304 50.07

2 Foreign 0 0

(a) Non Resident Individuals / Foreign Individuals 0 0

(b) Bodies Corporate 0 0

(c) Institutions 0 0

(d) Any other 0 0

Sub Total A(2) 0 0

Total Shareholding of Promoter and

Promoter Group (A)= (A)(1)+(A)(2) 1570304 50.07

(B) Public Shareholding

1 Institutions

(a) Mutual Funds / UTI 0 0

(b) Financial Institutions / Banks 65400 2.09

(c) Central Govt. / State Govt. 7050 0.22

(d) Venture Capital Funds 0 0

(e) Insurance Companies 0 0

(f) Foreign Institutional Investors 0 0

(g) Foreign Venture Capital Investors 0 0

(h) Any other 0 0

(h1) NRI Banks 0 0

Sub Total B(1) 72450 2.31

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To the Members

KJMC Global Market (India) Limited

We have read the report of the Board of Directors on Corporate Governance and have

examined the relevant records relating to the compliance of conditions of Corporate

Governance by KJMC Global Market (India) Limited for the year ended on 31st March,

2010 as stipulated with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the

Management. Our examination was conducted in the manner described in the Guidance

on certification of corporate governance issued by the Institute of Chartered Accountants

of India and was limited to procedures and implementation thereof, adopted by the company

for ensuring the compliance of the conditions of Corporate Governance. It is neither an

audit nor an expression of opinion on the financial statement of the company.

In our opinion and to the best of our information and according to the explanations given

to us, we certify that the company has complied with the conditions of Corporate

Governance as stipulated in the abovementioned Listing Agreement.

We state that in respect of investor grievances received during the year ended 31st March,

2010 no investor grievances are pending against the company as per the records maintained

by the company and presented to the Investors / Shareholders Grievance Committee.

We further state that such compliance is neither an assurance as to the further viability of

the company nor the efficiency or effectiveness with which the Management has conducted

the affairs of the company.

For BATLIBOI & PUROHIT


FRN No. 101048W

(R. D. Hangekar)

Partner

(Membership No. 30615)

Place : Mumbai


2 Non Institutions

(a) Bodies Corporate 556820 17.75

(b1) Individuals-shareholders holding normal Share

Capital up to Rs. 1 Lac 531184 16.94

(b2) Individuals-shareholders holding normal

Share Capital in excess of Rs. 1 Lac 405172 12.92

(c) Any other 0 0

(c1) Clearing Member 0 0.00

(c2) NRI 510 0.01

(c3) OCB’s 0 0

Sub Total B(2) 1493686 47.62

Total Public Shareholding B(1) + B(2) 1566136 49.93

Total (A) + (B) 3136440 100

C Shares held by Custodians and against which

Depository receipts have been issued 0 0

Grand Total 3136440 100

Note: The total foreign shareholding for the quarter ended 31st March, 2010, is 510 shares,

which in percentage terms is 0.01% of the issued and subscribed capital.

OTHER INFORMATION

Code of Conduct for Prevention of Insider Trading.

In accordance with the Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 1992, as amended (the Regulations), the Board of Directors of the

Company adopted the Code of Conduct for Prevention of Insider Trading and the Code of

Corporate Disclosure Practices (the Code) to be followed by Directors, Officers and other

Employees. The code is based on the principle that Directors, Officers and Employees of

KJMC Global Market (India) Limited owe a fiduciary duty to, among others, the shareholders

of the company to place the interest of the shareholders above their own and conduct

their personal securities transactions in a manner that does not create any conflict of

interest situation. The code also seeks to ensure timely and adequate disclosure of Price

Sensitive Information to the investor community by the company to enable them to take

informed investment decision with regard to the Company’s Securities.

Declaration on Code of Conduct

As required by Clause 49(i)(D) of the Listing Agreement with the Stock Exchange(s), it is

hereby declared that all the Board members and senior management personnel have

affirmed compliance with the Code of Conduct of the Company for the year ended 31st

March, 2010.


I. C. JAIN

CHAIRMAN

Place : Mumbai



8

AUDITOR’S REPORTTo the members ofKJMC Global Market (India) Limited

1. We have audited the attached Balance Sheet of KJMC Global Market (India) Limited (“the company”) as at 31st March, 2010 and theProfit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto (all together referred to as ‘theFinancial Statements’). These Financial Statements are the responsibility of the Company’s management. Our responsibility is toexpress an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan andperform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (the Order), as amended, issued by the Central Government of India interms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for thepurposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examinationof those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books ofaccount;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with theaccounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received by the Company from its Directors, none of the directors is disqualified as onthe balance sheet date from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the CompaniesAct, 1956;

f) In our opinion, and to the best of our information and according to the explanations given to us,the financial statements read withthe notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

For Batliboi & Purohit Chartered Accountants

FRN No. 101048W

Place : Mumbai (R.D. Hangekar)Dated : 27/05/2010 Partner

Membership No. 30615

Annexure to the Auditor’s Report

(Referred to in paragraph 3 of our report of even date to the members of KJMC Global Market (India) Limited on the financial

statements for the year ended on March 31, 2010

i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) According to the information and explanations given to us, the management conducted physical verification of fixed assets as at

the year end, and no material discrepancies were noticed on such verification. In our opinion,having regard to the size of the

Company and the nature of its business, the frequency of verification is reasonable.

c) The Company has not disposed off any substantial part of fixed assets during the year, accordingly, the assumption of the going

concern being affected, does not arise.

ii) In our opinion, and on the basis of the records examined by us, and information and explanations given to us, the Company has

maintained proper records of inventory.

iii) a) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other

parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses (b), (c) and

(d) of clause (iii) of paragraph 4 of the said Order, are not applicable.

b) According to the information and explanations given to us, the Company has not taken any loans from companies, firms or other

parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses (f) and (g) of

clause (iii) of paragraph 4 of the said Order, are not applicable.

iv) In our opinion, the Company has an adequate internal control procedure commensurate with the size of the company and nature of its

business for the purchase of inventory and fixed assets and sale of goods and services. During the course of our audit, we have not

observed any continuing failure to correct major weaknesses in the internal control system.


9

v) a) To the best of our knowledge and belief, and according to the information and explanations given to us, we are of the opinion that

particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the

register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, in respect of transactions during the year, made

pursuant to contracts or arrangements entered in the register maintained under Section 301 of the Companies Act,1956 and

exceeding the value of Rupees five hundred thousand in respect of each party, except for certain transactions where there are no

comparable transactions with other parties or where prevailing market prices are not available as the services are of specialized

nature, transactions have been made at prices which are reasonable having regard to prevailing market prices.

vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve bank of India and the

provisions of Sections 58A,58AA or any other relevant provisions of the Act, or the rules framed there under, are applicable.

vii) In our opinion, and according to the information and explanations given to us, the Company has an internal audit system commensurate

with the size and the nature of its business.

viii) The Central Government has not prescribed maintenance of cost records under clause (d) of subsection (1) of Section 209 of the

Companies Act, 1956 for any of the activities of the Company.

ix) a) According to the information and explanations given to us, during the year under report, the Company was generally regular in

depositing undisputed statutory dues including Provident fund, Income-tax, service-tax and other material statutory dues with the

appropriate authorities. We are informed that the provisions of Employees State Insurance Act are not applicable to the Company

during the year under report.

b) According to the information and explanations given to us there are no undisputed amounts payable in respect of income tax,

wealth tax, and service tax, sales tax, customs duty excise duty and cess which remained unpaid as at the balance sheet date for

a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth tax, service tax,

customs duty, cess which have not been deposited on account of any dispute.

x) The Company does not have accumulated losses as at the balance sheet date. The Company did not incur cash losses for the year

under report, and in the immediately preceding financial year.

xi) On the basis of our examination and according to the information and explanations given to us, the Company has not defaulted in

repayment of the dues to banks. The Company did not have any loans from financial institutions and also did not have any debentures

outstanding during the year under report.

xii) According to the information and explanations given to us, during the year under report, the Company did not grant any loans or

advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society to which the provisions of any special statute apply;

accordingly, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

xiv) On the basis of our examination of books and records of the Company, and according to the information and explanations given to us,

in our opinion, the Company has maintained proper records of transactions and contracts in respect of dealing or trading in shares

and securities entered into, in which entries were made on a timely basis. As at the balance sheet date the shares, securities and other

investments were held in the Company’s own name.

xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from

banks or financial institutions.

xvi) The Company did not have any term loans outstanding during the year under report; accordingly, the provisions of clause (xvi) of

paragraph 4 of the Order are not applicable.

xvii) In our opinion, and according to the information and explanations given to us, and on an overall examination of the balance sheet of

the Company, we report that prima facie, no funds raised on short term basis have been used for long-term investment.

xviii) During the year under report, the Company has made preferential allotment of shares to parties and companies covered in the

Register maintained under Section 301 of the Companies Act, 1956.In our opinion ,each of the transactions has been made at price;

which are not prejudicial to the interest of the company ;as the same has been determined in accordance with the SEBI (Disclosure

and Investor Protection Guidelines), 2000.

xix) The Company did not have any debentures outstanding during the year under report; accordingly, the question of creating security in

respect of debentures, does not arise.

xx) The Company did not have any public issue; accordingly, the question of commenting on end-use of moneys raised, does not arise.

xxi) To the best of our knowledge and belief, and according to the information and explanations given to us, no fraud on or by the Company

was noticed or reported during the course of our audit.


FRN No. 101048W

Place : Mumbai (R. D. Hangekar)Dated : 27/05/2010 Partner



10

BALANCE SHEET AS ON 31ST MARCH 2010

As on As on

Schedules 31.03.2010 31.03.2009

(Rs.) (Rs.)

SOURCES OF FUNDS :

Shareholders’ Funds

a) Share Capital 1 31,364,400 30,601,400

b) Reserves and Surplus 2 208,031,640 207,903,437

c) Share warrants (pending allotment) - 123,606

Loan Funds

a) Secured Loans 3 60,848,356 56,101,233

b) Unsecured loans - -

Deferred Tax Liability (Net) 8,208,933 7,821,626

T O T A L 308,453,329 302,551,302

APPLICATION OF FUNDS :

Fixed Assets

a) Gross Block 4 6,103,938 7,020,179

b) Less: Depreciation 4,603,589 5,201,404

c) Net Block 1,500,349 1,818,775

Investments 5 128,908,170 130,467,306

Current Assets, Loans and Advances

a) Inventories 6 - 5

b) Sundry debtors 71,121,379 67,806,949

c) Cash and bank balances 1,054,204 6,495,850

d) Loans and Advances 7 124,478,574 115,608,770

196,654,157 189,911,574

Less: Current Liabilities and Provisions

a) Current Liabilities 8 16,761,941 17,714,256

b) Provisions 9 1,847,406 1,932,097

18,609,347 19,646,353

Net Current Assets 178,044,810 170,265,221

T O T A L 308,453,329 302,551,302

SIGNIFICANT ACCOUNTING POLICIES 16

NOTES FORMING PART OF THE ACCOUNTS 17

As per our report of even date attached For and on behalf of the Board of Directors



FRN No. 101048W

R. D. Hangekar Rajnesh Jain Girish Jain Vijay Joshi

Partner Director Director Company Secretary


Place : Mumbai Place : Mumbai

Date : 27th May 2010 Date : 27th May 2010


11

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010

For the For the

Schedules Year ended Year ended

31.03.2010 31.03.2009

(Rs.) (Rs.)

INCOME :

Professional Fees [ TDS Rs 6,42,574/- (Rs.26,74,778/-)] 6,368,223 17,848,486

Brokerage Income [ TDS Rs 59,348/- (Rs.36,936/-) ] 10 475,051 319,171

Other Income 11 272,390 1,762,631

Profit on sale of investments 1,977,427 -

Trading Profit on shares 62,646 -

Incremental increase in Surrender Value of Key Man Insurance 7,403,824 6,619,763

Profit on Sale of Asset - 4,571

Closing Stock (Stock in Trade ) - 5

Total A 16,559,561 26,554,627

EXPENDITURE :

Opening Stock (Stock In Trade) 5 1,821,114

Sub-Brokerage and Marketing Expenses 12 184,931 173,273

Salaries and Allowances 13 3,542,853 3,472,157

Professional Fees 2,662,407 1,705,225

Operative and Other Administrative Expenses 14 4,287,623 5,007,428

Financial Charges 15 5,543,986 5,590,423

Loss on Sale of Assets 12,241 -

Loss on Sale of Shares - 1,347,136

Total B 16,234,046 19,116,756

Profit before Depreciation and Tax (A-B) 325,516 7,437,871

Depreciation 271,304 342,523

Profit/(Loss) before Taxation 54,212 7,095,348

Less: Provision for Taxation - Current - 740,000

- Fringe Benefit Tax - 153,618

- Deferred 387,307 2,467,458

- Prior year Taxes paid 7,947 -

Profit after Tax (341,042) 3,734,272

Add: Prior Period Item Net - Income/ (Expenses) - (5,469)

Add: Surplus as per last account 57,554,107 53,825,304

Surplus - Balance Carried to Balance Sheet 57,213,065 57,554,107

EARNING PER EQUITY SHARES (Note 11 of schedule 17)

Earnings per share (Basic) (0.11) 1.27

Earnings per share (Diluted) (0.11) 1.24

(Face Value of Rs. 10/- per share)

SIGNIFICANT ACCOUNTING POLICIES 16

NOTES FORMING PART OF THE ACCOUNTS 17




FRN No. 101048W







12

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010

31st March, 2010 31st March, 2009Amount (Rs.) Amount (Rs.)

A Cash Flow from Operating ActivitiesNet Profit Before Tax and Extraordinary Items 54,212 7,095,348Adjustment for:Keyman Insurance -Incremental Surrender Value (7,403,824) (6,619,763)Deffered Expenses Written off -Depreciation 271,304 342,523Interest Income - (112,599)Dividend Income (262,419) (248,815)Interest and Financial Charges 5,543,986 5,590,423(Profit)/Loss on Sale of Investments (2,040,072) 1,347,136(Profit)/Loss on Sale of Assets 12,242 (4,571)Prior Period Item (7,947) (5,469)Operating Profit Before Working Capital Changes (3,832,519) 7,384,214Adjustment for:Trade and Other Receivable (3,314,430) 25,528,415Inventories 5 1,821,109Trade Payable and Other Liabilities (883,389) 16,130,917(Increase)/ Decrease in Net Current Assets (4,197,814) 43,480,441Cash generated from Operations (8,030,333) 50,864,655Direct Taxes Paid (Net of Refund) (855,539) 919,662Cash Flow Before Extraordinary Items (8,885,872) 51,784,317Extraordinary Items -Net Cash flow from Operating Activities (8,885,872) 51,784,317

B Cash Flow from Investment ActivitiesPurchase of Investment (11,793,161) (74,715,102)Sale of Investment 15,392,368 3,324,732Investment in Associate company - (1,575,000)Purchase of Fixed Assets (225,120) (139,614)Issue of Warrants (123,606) 233,604Increase in Share Capital 763,000 1,442,000Increase in Share Premium 469,245 886,830Sale of Fixed Assets 260,000 65,000Interest Received - 112,599Dividend Received 262,419 248,815Net Cash Flow from Investing Activities 5,005,145 (70,116,136)

C Cash Flow From Financing ActivitiesLoan Taken-Secured (Net of repayments) 4,747,123 6,781,886Loan Taken-Unsecured (Net of repayments) - (13,500,000)Loan Given (764,055) 31,111,513Interest and Finance Charges (5,543,986) (5,590,423)Deposit - -Dividend Paid - (26,479)Net Cash Flow from Financing Activities (1,560,918) 18,776,497Net Increase in Cash and Cash Equivalents ( A+B+C) (5,441,645) 444,678Cash and Cash Equivalents at the beginning of the Year 6,495,850 6,051,173Cash and Cash Equivalents at the close of the Year 1,054,205 6,495,850

Note: The Cash Flow Statement has been prepared under the “Indirect Method”as set out in Accounting Standard -3Cash Flow Statements specified in the Companies (Accounting Standards) Rules, 2006




FRN No. 101048W







13

SCHEDULES ANNEXED TO AND FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2010

As at As at

31.03.2010 31.03.2009

(Rs.) (Rs.)

SCHEDULE - 1

SHARE CAPITAL

AUTHORISED

5,000,000 (5,000,000)Equity Shares of Rs. 10/- Each 50,000,000 50,000,000

50,000,000 50,000,000

ISSUED, SUBSCRIBED AND PAID UP:

3,136,440 (3,060,140) Equity Shares of Rs. 10/- each fully paid up 31,364,400 30,601,400

Out of the above, 29,15,940 (29,15,940) Equity Shares of Rs10/-each fully

paid were issued & alloted for consideration other than cash being

transferred under the scheme of arrangement from KJMC Financial Services

Limited)

31,364,400 30,601,400

SCHEDULE - 2

RESERVES AND SURPLUS

General Reserves

As per last Balance Sheet A 59,147,000 59,147,000

Share Premium Account

As per last Balance Sheet 79,152,330 78,265,500

Add : Addition during the year 469,245 886,830

B 79,621,575 79,152,330

Special Reserve

As per last Balance Sheet C 12,050,000 12,050,000

Balance in Profit and Loss Account D 57,213,065 57,554,107

(A+B+C+D) 208,031,640 207,903,437

SCHEDULE - 3

SECURED LOANS

From Banks

i) Secured overdraft 8,848,828 11,147,233

(Secured by equitable mortgage of a premise belonging to Associate)

ii) From LIC 48,997,000 44,954,000

(Secured against Pledge of Key Man Insurance Policy)

iii) Loan against pledge of shares 3,002,528 -

60,848,356 56,101,233

SCHEDULE - 4 FIXED ASSETS:

GROSS BLOCK (At Cost) DEPRECIATION NET BLOCK

Rate AS AT ADDITIONS DEDUCTIONS AS AT UPTO FOR THE DEDUCTIONS UPTO AS AT AS AT

of 01.04.2009 DURING DURING 31.03.2010 01.04.2009 YEAR DURING THE 31.03.2010 31.03.2010 31.03.2009

Dep. THE YEAR THE YEAR YEAR

% Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

OWNED ASSETS:

Building(Office Premises) 5.00 504,147 - - 504,147 143,173 18,050 - 161,223 342,924 360,974

Furniture & Fixtures 18.10 2,275,166 - - 2,275,166 1,681,986 107,366 - 1,789,352 485,814 593,180

Office Equipments 13.91 715,477 165,620 - 881,097 476,376 44,652 - 521,028 360,069 239,101

Computers 40.00 1,633,864 - - 1,633,864 1,612,864 8,400 - 1,621,264 12,600 21,000

Electrical Fittings 13.91 717,664 - - 717,664 460,141 35,821 - 495,962 221,702 257,523

Air Conditioners 13.91 32,500 59,500 - 92,000 3,754 11,005 - 14,759 77,241 28,746

Vehicles 25.89 1,141,361 - 1,141,361 - 823,110 46,009 869,119 - - 318,251

Total 7,020,179 225,120 1,141,361 6,103,938 5,201,404 271,304 869,119 4,603,589 1,500,349 1,818,775

Previous Year 6,940,994 139,614 60,429 7,020,179 4,858,881 342,523 - 5,201,404 1,818,775


14

SCHEDULE - 5

INVESTMENTS

Long term investments (Non Trade - Quoted) as on 31-3-2010 as on 31-3-2009

Particulars Face Value Qty Amount Qty Amount

Century Textiles Limited 10 - - 1,500 360,362

Dredging Corp of India Limited 10 500 657,792 500 657,792

Energy Development Co Limited 10 1,000 301,757 1,000 301,757

Everest Industries Limited 10 4,400 535,157 - -

Flawless Diamond Limited 10 14,190 78,761 1,419 78,761

Gas Authority of India Limited 10 - - 750 266,387

Gremech Infra Limited 10 300 117,728 300 117,728

HBL Power Systems Limited 1 2,500 102,077 - -

HFCL Limited 10 30,000 1,102,188 30,000 1,102,188

ICICI Bank Limited 10 500 634,966 500 634,966

IDEA 10 1,000 139,065 1,000 139,065

IL& FS Transportation 10 1,500 420,526

IMP Power Limited 10 1,000 285,065 1,000 285,065

India Bull Real Estate Limited 2 8,000 6,203,711 8,000 6,203,711

India Bulls Finance Limited 2 1,000 534,183 500 479,115

Llyods Electricals Limited 10 5,000 999,091 5,000 999,091

Madhucon - Projects Limited 2 6,000 2,605,638 3,500 2,213,652

Murali Industries Limited 10 293 230,328 293 230,328

Nuchem Limited. 10 1,000 18,362 1,000 18,362

Nutech India Limited 5 4,248 189,278

Om Metal Limited 1 13,000 1,246,951 13,000 1,246,951

ONGC Limited 10 500 619,624 500 619,624

Peninsula Land Limited 2 1,000 153,534 1,000 153,534

Petron Engineers Limited 10 - - 524 105,725

P T C India Limited 10 1,000 162,670 1,000 162,670

Punj Llyods Limited 2 2,000 1,113,166 2,000 1,113,166

Reliance Communication Limited 5 1,000 783,974 1,000 783,974

Reliance Energy Limited 10 250 474,935 250 474,935

Reliance Industries Limited 10 10 17,188 10 17,188

Rolta India Limited 10 1,000 351,314 1,000 351,314

Savita Chemicals Limited 10 - - 1,000 416,631

Siemens Limited 2 1,000 983,588 1,000 983,587

State Bank of India Limited 10 - - 300 692,516

Sun Flag Iron Limited 10 - - 10,000 197,863

Sun Pharma Adv Res Limited 1 - - 5,530 442,746

Uttam Galwa Steel Limited 10 - - 9,837 403,557

Vipul Limited 2 3,000 808,390 3,000 808,390

Total (A) 21,871,007 23,062,702

Share Application Money - -

Investment in Mutual Funds (units) 1,328 1.213 1,304

Total (B) 1,328 1,304

Long term Investments (Non Trade - Unquoted)

BSE India Limited 1 46,982 18,792,800 46,982 18,792,800

KJMC Credit Marketing Limited 10 25,000 2,605,500 25,000 2,605,500

KJMC Commodities India Limited 10 157,500 1,575,000 157,500 1,575,000

KJMC Capital Market Services Limited 10 5,000,000 53,142,535 5,000,000 53,010,000

Dr. Modi’s Karjat Health Resorts Ltd 10 - - 50,000 500,000

Vishnu Vijay Packaging Limited 10 30,000 900,000 30,000 900,000

Total (C) 77,015,835 77,383,300

(in Wholly owned subsidiary)

KJMC Shares & Securities Limited 10 3,002,000 30,020,000 3,002,000 30,020,000

Total (D) 30,020,000 30,020,000

Grand Total (A+B+C+D) 128,908,170 130,467,306

Abstract

Aggregate Amount of Quoted Investments 21,871,007 23,062,702

Aggregate market Value Quoted Investments 8,389,865 4,995,223

Aggregate Amount of unquoted Investments 107,035,835 107,403,300


15


As at As at

31.03.2010 31.03.2009

(Rs.) (Rs.)

SCHEDULE - 6

CURRENT ASSETSStock in Trade - 5(At cost or market value whichever is lower)

Sundry Debtors(Unsecured and considered good)Debts outstanding for more than 6 months 67,778,450 67,728,450Others 3,342,929 78,499(Rs.19,85,400/- due from Khandelwal Jain & Co., partnership firm,where the director is a partner) 71,121,379 67,806,949

Cash and Bank BalancesCash on hand 452,068 604,489Bank Balance with Scheduled Bank in Current Account 602,136 5,891,361

1,054,204 6,495,850

SCHEDULE - 7LOANS AND ADVANCES (Unsecured and Considered Good)Advances recoverable in cash or kind for value to be received 69,143,538 60,273,734Deposits 55,335,036 55,335,036

124,478,574 115,608,770

SCHEDULE - 8CURRENT LIABILITIESSundry Creditors 13,700,630 15,957,885Sundry Creditors for expenses 555,920 47,150Unclaimed Dividend - 22,811Other Liabilities 668,003 389,257Interest accrued but not due 1,837,388 1,297,153

16,761,941 17,714,256

SCHEDULE - 9PROVISIONSProvision for Taxation 1,706,490 1,860,108Provision for Expenses 140,916 71,989

1,847,406 1,932,097

SCHEDULE - 10BROKERAGE AND UNDERWRITING FEESBrokerage Income [TDS Rs.59348/- (Rs.36936/-)] 475,051 319,171

475,051 319,171

SCHEDULE - 11OTHER INCOMEInterest Income [TDS Rs. NIL ( Rs.NIL)] - 112,599Dividend on Equity Shares 262,394 206,091Dividend on Mutual Funds 25 42,724Conversion of Stock in Trade Into Investments - 1,400,000Other Income - 1,217service tax credit balance 9,971 -

272,390 1,762,631

SCHEDULE -12SUB-BROKERAGE AND MARKETING CHARGESSub -Brokerage Paid 184,931 173,273

TOTAL 184,931 173,273

SCHEDULE - 13SALARIES AND ALLOWANCESSalaries, Bonus and Allowances 3,355,728 3,225,156Provident Fund and Other Statutory Funds 9,664 12,961Staff Welfare, Medical, Leave Encashment and LTA 177,461 234,040

3,542,853 3,472,157


16


As at As at

31.03.2010 31.03.2009

(Rs.) (Rs.)

SCHEDULE - 14

OPERATING AND OTHER ADMINISTRATIVE EXPENSES

Advertisement 133,798 149,098

Auditors Remuneration 40,000 40,000

Books and Periodicals 8,188 15,505

Business Promotion Expenses 238,934 381,517

Conveyance 322,707 867,164

Donations - 10,000

Electricity Charges 425,286 555,912

General Expenses 293,795 123,972

Insurance Charges 46,478 75,284

Legal Fees 1,267,055 1,069,412

Motor Car Expenses 237,845 348,022

Office Maintenance Charges 7,100 52,250

Postage and Courier 26,814 41,779

Printing and Stationery 102,393 125,570

Repairs and Maintenance

- Building - -

- Others 23,138 40,448

Securities Transaction Tax 29,954 6,412

Security Charges - 51,124

Society Maintenance Charges 243,321 193,790

Subscription and Fees 257,567 319,795

Telephone Expenses 311,274 254,893

Tour and Traveling Expenses 271,978 283,481

4,287,623 5,005,428

SCHEDULE - 15

FINANCIAL CHARGES

Bank Charges / Commission 54,143 6,715

Interest paid to LIC 4,598,523 3,546,136

Interest Paid (Others) 2,527 1,255,397

Interest paid to Banks 888,793 782,175

5,543,986 5,590,423


17

SCHEDULE - 16

SIGNIFICANT ACCOUNTING POLICIES

1. Accounting System:

The financial statements are prepared and presented under the historical cost convention, on the accrual basis of accounting and comply with theAccounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956 inmaterial respect and to the extent applicable.

2. Use of estimates

The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to bemade that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual result could differ from those estimates. Any revision to accounting estimates is recognised prospectively in futureperiods.

3. Investments

Current investments: Current investments are valued at the lower of cost arrived on weighted average basis and market value whichever is lower.

Long term investments : Long term Investments are valued at cost. For long term investments, provision for diminution in value is made wherever thereis a permanent decline in the value of investment.

As certified by the Management, all investments are intended to be held for a period more than one year from the date on which such investments aremade. Accordingly all investments are long-term investments and are valued at costs. The cost is determined on Weighted Average Method basis.

4. Fixed Assets and depreciation

Fixed Assets are stated at cost of acquisition less depreciation. Depreciation is provided under the written down value method, at the rates and in themanner prescribed under schedule XIV of the Companies Act, 1956.

5. Taxation

(i) Provision for Taxation is made on the basis of the Taxable profits computed for the current accounting period in accordance with the Income Tax Act,1961.

(ii) Deferred Tax resulting from “timing difference” between book profit and taxable profit for the year is accounted for using the tax rates and laws thathave been enacted or substantially enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extentthat there is a certainty that the asset will be adjusted in future. Deferred tax on timing differences which reverse during the tax holiday is notrecognized.

6. Revenue Recognition:

Revenue is being recognized as and when there is reasonable certainty of its ultimate realization and on completion of the assignment.

a) Professional Fees:

Professional Fees and consultancy charges are accounted for on accrual basis.

b) Income from Brokerage and other operations:

Income from Brokerage and other operations, which comprises of interest on loans and inter-corporate deposits, are accounted for on accrualbasis.

c) Dividend:

Dividend Income is recognized when the right to receive is established.

7. Foreign Currency Transactions:

Foreign currency transactions are accounted at the exchange rates prevailing on the date of transactions. Monetary foreign currency assets and liabilities(monetary items) are translated into the reporting currency as on the balance sheet date and differences are dealt with in Profit & Loss Account.

8. Derivative Transactions:

As at the balance sheet date the profit/loss on open position in derivatives are accounted as follows:

- Credit balance in the “Mark to Market Margin – Derivatives”, being anticipated profit, ignored and no credit is taken in the profit and loss account.

- Debit balance in the “Mark to Market Margin – Derivatives”, being anticipated loss, is recognized in the profit and loss account.

9. Stock in Trade:

Stocks of shares are valued at cost or market price whichever is lower.

10. Employee Benefits:

i) Short term employee benefits are charged off at the undiscounted amount in the year in which the related service is rendered.

ii) The company is exempted from Payment of Gratuity Act, 1972 in view of its strength of employees being less then threshold limit attracting theapplicability of the said statute and as such no provision has been made for the said liability.

SCHEDULE - 17

NOTES FORMING PART OF ACCOUNTS

1. Contingent Liabilities not provided for Rs. Nil (Nil)

2. The Company has not received any information from its vendor regarding their status under the Micro, Small and Medium Enterprises Development Act,2006 and hence disclosures, if any, required under the said Act have not been made.

3. Managerial remuneration included in the Profit & Loss Account Rs. 10,70,000/- (Rs. 11,55,000/-)

4. CIF Value of Imports Rs. Nil (Rs. Nil)

5. Expenditure in Foreign Currency Rs. 1,94,000/- (Rs. Nil)

6. Remittances in Foreign Currency – Rs. Nil (Rs. Nil)

7. Earnings in Foreign Currency – Rs. Nil (Rs. Nil)

8. Auditors Remuneration include payments in respect of:

Particulars For the year ended For the year ended31stMarch, 2010 31stMarch, 2009

Audit Fees 30,000 30,000

Tax Audit Fees 10,000 10,000

Total 40,000 40,000

9. The Tax effects of significant timing (temporary) differences that resulted in deferred tax assets and liabilities and description of major components of thefinancial statement items that creates these differences are as follow:

Particulars As on As on31stMarch, 2010 31stMarch, 2009

Fixed Assets 5,155 (75,256)

Keyman Insurance Income during the year 193,31,813 1,70,44,031

Business Loss (1,11,28,034) (89,35,773)

Short Term Capital Loss - (2,11,376)

Deffered tax liability(Net) 82,08,934 78,21,626


18




FRN No. 101048W






10. The debtors includes Rs.6,27,88,329/- and Rs.44,40,058/- being amount recoverable from Jammu and Kashmir State Power Development CorporationLtd and Shree Vindhya paper Mills Ltd, respectively. The management is pursuing recovery:

a) from Jammu and Kashmir State Power Development Corporation through Arbitrator appointed by Delhi High court and award is expected shortly

b) from Shree Vidhya paper Mills Ltd through summary suit before Bombay Highcourt which is likely to be decided shortly.

Management is hopeful of recovery and hence no provision is made.

11. Earnings Per Share:

Particulars For the year ended For the year ended31stMarch, 2010 31stMarch, 2009

Net Profit / (Loss) after Taxation (Rs. In Lacs) (341,042) 37,34,272

Weighted Average No. of Shares 31,19,717 30,60,140

Face Value (Rs.) 10.00 10.00

Earnings Per Share (Basic) (0.11) 1.27

Earnings Per Share (Diluted) (0.11) 1.24

12. Related party disclosures under Accounting Standard 18:

List of related parties

1) Parties where control exists

Subsidiary : KJMC Shares and Securities Limited

2) Other parties with whom the company has entered into transactions during the year

a) Associates

KJMC Financial Services LimitedKJMC Capital Market Services LimitedKJMC Asset Management Company LimitedKJMC Investment Trust Company Limited

b) Key Management Personnel

Rajnesh Jain

Girish Jain

c) Enterprises over which key management personnel is able to exercise significant influence

Inderchand Jain (HUF)

Puja Impex Private Limited

Transactions during the year with related party: (Rs. in Lacs)

S. Nature of Transactions with Party where Associates Key Management Enterprises overNo. related parties control exists Personnel which key

managementpersonnel is able toexercise significant

influence

31-03-2010 31-03-2009 31-03-2010 31-03-2009 31-03-2010 31-03-2009 31-03-2010 31-03-2009

1 Advance against expenses 1.17 - 12.98 - - - -

2 Deposit given - - - - - - - -

3 Loans and Advances given - 11.73 - - - - -

4 Loan Refund - - - - - - -

5 Sale of Shares - - 7.50 479.10 - - - -

6 Purchase of Shares - - - 678.64 - - - -

7 Issue of Warrants - - - - - - - 20.95

Total - 1.17 19.23 1170.72 - - - 20.95

Outstanding as at year end

1 Net Receivables - - 9.28 517.58 292.96 292.96 250.00

2 Net Payables - - 137.00 147.00 - - - -

13. The management has identified the Company’s operations with a single business segment of merchant banking operations in India since the businessoperations of the company are primarily concentrated in India the company is considered to operate only in domestic segment. All the assets of theCompany are located in India.

14. Previous year figures have been regrouped or rearranged wherever necessary in order to make them comparable and shown in brackets.


19

Information pursuant to Part IV of schedule VI of the Companies Act, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE :I Registration Details

Registration No. L67120MH1998PLC113888 State Code 11

Balance Sheet Date 31.03.2010

II Capital raised during the year (Amount in Rs.Thousands)

Public Issue NIL Rights Issue NIL

Bonus Issue NIL Private Placement 763

III Position of Mobilisation and Deployment of Funds (Amount in Rs.Thousands)

Total Liabilities 308,453 Total Assets 308,453

Sources of Funds Application of Funds

Paid up Capital 31,364 Net Fixed Assets 1,500

Reserves & Surplus 208,032 Investments 128,908

Secured Loan 60,848 Net Current Assets 178,045

Unsecured Loan - Misc.Expenses -

Deferred tax liability (Net) 8,209 Accumulated Losses -

IV Performance of Company (Amount in Rs.Thousands)

Turnover 16,560 Total expenses 16,506

Profit / (loss) before tax 54 Profit / (loss) after tax (341)

Earning per share in Rs. (0.11) Dividend rate N A

V Generic names of three Principal Products / Services of company (as per monetory terms)

Item Code No. (ITC Code) N A

Product Description : Merchant Banking and Underwriting

For and on behalf of the Board of Directors

Rajnesh Jain Girish Jain Vijay Joshi

Director Director Company Secretary

Place : Mumbai

Date : 27th May 2010

STATEMENT PURSUANT TO SECTION 212(3) OF THE COMPANIES ACT, 1956 RELATING TO SUBSIDIARY COMPANY:

Name of the Subsidiary KJMC Shares & SecuritiesLimited

Financial year of the Subsidiary ended on 31st March, 2010

Holding Company’s Interest- No. of Equity Shares 30,02,000 Equity Shares of

Rs. 10/- each fully paid up.- Extent of Holding 100%

The net aggregate amount of subsidiary’s Profit/ Loss so far as itconcerns the members of the Holding Company not dealt with inthe Holding Company’s Account

i) For the Current Financial Year Profit/ (Loss) Rs. (1,98,503)

ii) For the Previous Financial Year Profit/ (Loss) Rs. 27,576/-

The net aggregate amount of subsidiary’s Profit/ Loss which hasbeen dealt with in the Accounts of the Holding Company

i) For the Current Financial Year Profit/ (Loss) NILii) For the Previous Financial Year Profit/ (Loss) NIL

The provisions of Section 212(5) of the Companies Act, 1956 are not applicable as the financial year of the SubsidiaryCompanies coincides with that of the Company.

For and on behalf of Board of Directors

Place : Mumbai Rajnesh Jain Girish Jain Vijay JoshiDate : 27th May, 2010 Director Director Company Secretary


20

DIRECTORS’ REPORT

Your Directors herewith present the Fourteenth Annual Report of the Company together with AuditedProfit & Loss Account for the year ended 31st March, 2010 and Balance Sheet as on that date.

FINANCIAL RESULTS:

The Salient features of the financial results for the year ended 31st March, 2010 are as under:

(Amount in Rupees)

Particulars Year ended Year ended 31-03-2010 31-03-2009

Income 2,80,877 8,40,792

Expenditure 4,79,380 8,13,216

Profit / (Loss) before taxation (1,98,503) 27,576

Less: Provision for tax (including FBT) - 9,250

Add: Prior Period Taxes 5 -

Profit / (Loss) after taxation (1,98,498) 18,326

Balance as per last account 3,12,030 2,93,705

Balance Carried to Balance Sheet 1,13,532 3,12,031

PERFORMANCE REVIEW:

During the period under review, the Company has recorded income of Rs.2,80,877/- and loss after taxof Rs.1,98,498/- as compared to last year’s income of Rs. 8,40,792/- and profit after tax of Rs. 18,326/-respectively.

DIVIDEND

In view of the losses incurred, your Directors do not recommend any dividend for the year underreview.

FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits during the year under review.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of the Company, Mr.Rajnesh Jain retires by rotation and being eligible offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIESACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of Financial Year 31st March, 2010 and of the loss of theCompany for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

Since there was no employee employed who comes under the purview of the provisions of Section217(2A) of Companies Act, 1956, no such details are given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

This requirement of disclosure, in terms of Section 217(1)(e) of Companies Act, 1956 of the steps takenas regards conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review the Company has neither earned nor spent any Foreign Exchange.

AUDITORS:

The Auditors of the Company M/s. Batliboi and Purohit, Chartered Accountants, are due to retire andbeing eligible offer themselves for reappointment.


Rajnesh Jain Girish JainDirector Director

Place: MumbaiDate : 27th May, 2010

14th

ANNUAL REPORT

AND

ACCOUNTS

BOARD OF DIRECTORS

Mr. I.C. Jain (Chairman)

Mr. Rajesh Jain

Mr. Girish Jain

AUDITORS

Batliboi and Purohit


National Insurance Building,

204, D. N. Road, Fort,

Mumbai - 400 001.

BANKERS

UCO Bank

HDFC Bank

REGISTERED OFFICE

221, Hans Bhavan Bahadur

Shah Zafar Marg,

New Delhi - 110 002.

CORPORATE OFFICE

168, Atlanta, 16th Floor,

Nariman Point,

Mumbai - 400 021.


21

To the members ofKJMC Shares & Securities Limited

1. We have audited the attached Balance Sheet of KJMC Shares & Securities Limited(“the company”) as at 31st March, 2010 and the Profit and Loss Account and CashFlow Statement for the year ended on that date, annexed thereto (all together referredto as ‘the Financial Statements’). These Financial Statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally acceptedin India. Those Standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. Webelieve that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (the Order), asamended, issued by the Central Government of India in terms of Section 227 (4A) ofthe Companies Act, 1956, we enclose in the Annexure, a statement on the mattersspecified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we reportthat:

a) We have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept bythe Company, so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealtwith by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash FlowStatement dealt with by this report comply with the accounting standardsreferred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of the written representations received by the Company from itsDirectors, none of the directors is disqualified as on the balance sheet datefrom being appointed as a director in terms of clause (g) of Sub-section (1) ofSection 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to theexplanations given to us, the financial statements read with the notes thereon,give the information required by the Companies Act, 1956 in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India;

i) in the case of the Balance Sheet, of the state of affairs of the Company asat March 31, 2010;

ii) in the case of the Profit and Loss Account, of the loss of the Company forthe year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows of the Companyfor the year ended on that date.

For Batliboi & PurohitChartered Accountants

FRN No. 101048W

Place : Mumbai (R.D. Hangekar)Dated : 27th May, 2010 Partner


Annexure to the Auditor’s Report(Referred to in paragraph 3 of our report of even date to the members of KJMC Shares& Securities Limited on the financial statements for the year ended on March 31,2010)

i) The Company does not have any fixed assets and hence the sub clauses of i) (a),(b) and (c) of paragraph 4 of the said Order, are not applicable.

ii) a) The Company does not have any inventory and hence the clause ii) (a) ofparagraph 4 of the said Order, are not applicable.

b) In our opinion, and on the basis of the records examined by us, and informationand explanations given to us, the Company has maintained proper records ofinventory.

iii) a) According to the information and explanations given to us, the Company hasnot granted any loans to companies, firms or other parties covered in the registermaintained under Section 301 of the Companies Act, 1956. Accordingly, sub-clauses (b), (c) and (d) of clause (iii) of paragraph 4 of the said Order, are notapplicable.

b) According to the information and explanations given to us, the Company hasnot taken any loans from companies, firms or other parties covered in theregister maintained under Section 301 of the Companies Act, 1956. Accordingly,sub-clauses (f) and (g) of clause (iii) of paragraph 4 of the said Order, are notapplicable.

iv) In our opinion, the Company has an adequate internal control procedurecommensurate with the size of the company and nature of its business for thepurchase of inventory and fixed assets and sale of goods and services. During thecourse of our audit, we have not observed any continuing failure to correct majorweaknesses in the internal control system.

AUDITOR’S REPORT v) a) To the best of our knowledge and belief, and according to the information andexplanations given to us, we are of the opinion that particulars of contracts andarrangements referred to in section 301 of the Companies Act, 1956 have beenentered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us,in respect of transactions during the year, made pursuant to contracts orarrangements entered in the register maintained under Section 301 of theCompanies Act,1956 and exceeding the value of Rupees five hundred thousandin respect of each party, except for certain transactions where there are nocomparable transactions with other parties or where prevailing market pricesare not available as the services are of specialized nature, transactions havebeen made at prices which are reasonable having regard to prevailing marketprices.

vi) The Company has not accepted any deposits from the public to which the directivesissued by the Reserve bank of India and the provisions of Sections 58A, 58AA orany other relevant provisions of the Act, or the rules framed there under, areapplicable.

vii) In our opinion, and according to the information and explanations given to us, theCompany has an internal audit system commensurate with the size and the natureof its business.

viii) The Central Government has not prescribed maintenance of cost records underclause (d) of subsection (1) of Section 209 of the Companies Act, 1956 for any ofthe activities of the Company.

ix) a) According to the information and explanations given to us, during the yearunder report, the Company was generally regular in depositing undisputedstatutory dues including Provident fund, Income-tax, service-tax and othermaterial statutory dues with the appropriate authorities. We are informed thatthe provisions of Employees State Insurance Act are not applicable to theCompany during the year under report.

b) According to the information and explanations given to us there are noundisputed amounts payable in respect of income tax, wealth tax, and servicetax, sales tax, customs duty excise duty and cess which remained unpaid as atthe balance sheet date for a period of more than six months from the date theybecame payable.

c) According to the information and explanations given to us, there are no duesof income-tax, sales tax, wealth tax, service tax, customs duty, cess which havenot been deposited on account of any dispute.

x) The Company does not have accumulated losses as at the balance sheet date.However the Company incurred cash losses for the current financial year.

xi) On the basis of our examination and according to the information and explanationsgiven to us, the Company has not defaulted in repayment of the dues to banks. TheCompany did not have any loans from financial institutions and also did not haveany debentures outstanding during the year under report.

xii) According to the information and explanations given to us, during the year underreport, the Company did not grant any loans or advances on the basis of security byway of pledge of shares, debentures or other securities.

xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / societyto which the provisions of any special statute apply; accordingly, the provisions ofclause (xiii) of paragraph 4 of the Order are not applicable to the Company.

xiv) On the basis of our examination of books and records of the Company, and accordingto the information and explanations given to us, in our opinion, the Company hasmaintained proper records of transactions and contracts in respect of dealing ortrading in shares and securities entered into, in which entries were made on a timelybasis. As at the balance sheet date the shares, securities and other investmentswere held in the Company’s own name.

xv) According to the information and explanations given to us, the Company has notgiven any guarantees for loans taken by others from banks or financial institutions.

xvi) The Company did not have any term loans outstanding during the year under report;accordingly, the provisions of clause (xvi) of paragraph 4 of the Order are notapplicable.

xvii) In our opinion, and according to the information and explanations given to us, andon an overall examination of the balance sheet of the Company, we report that primafacie, no funds raised on short term basis have been used for long-term investment.

xviii) During the year under report, the Company has not made any preferential allotmentof shares to parties and companies covered in the Register maintained under Section301 of the Companies Act, 1956.

xix) The Company did not have any debentures outstanding during the year under report;accordingly, the question of creating security in respect of debentures, does notarise.

xx) The Company did not have any public issue; accordingly, the question of commentingon end-use of moneys raised, does not arise.

xxi) To the best of our knowledge and belief, and according to the information andexplanations given to us, no fraud on or by the Company was noticed or reportedduring the course of our audit.

For Batliboi & PurohitChartered Accountants

FRN No. 101048W

Place : Mumbai (R.D. Hangekar)Dated : 27th May, 2010 Partner


Shares & Securities Limited

22

BALANCE SHEET AS ON 31ST MARCH, 2010

As at As atSchedules 31.03.2010 31.03.2009

(Rs.) (Rs.)

SOURCES OF FUNDS :

(1) Shareholders’ Funds

a) Share Capital - Equity 1 30,020,000 30,020,000

b) Reserves and Surplus

Balance in Profit and Loss Account 113,532 312,031

T O T A L 30,133,532 30,332,031

APPLICATION OF FUNDS:

(1) Investments 2 20,001 270,000

(2) Current Assets, Loans and

Advances 3

a) Sundry debtors - -

b) Cash and bank balances 331,986 286,474

c) Loans and Advances 29,846,025 29,790,322

30,178,011 30,076,796

Less : Current liabilities and

provisions 4

a) Current liabilities 49,080 5,515

b) Provisions 15,400 9,250

64,480 14,765

Net Current Assets 30,113,531 30,062,031

Miscellaneous Expenditure - -

T O T A L 30,133,532 30,332,031

Significant Accounting Policies andNotes to Accounts 7

As per our repor t of even date attached For and on behalf of the Board of Directors

For BATLIBOI & PUROHITChartered AccountantsFRN No.101048W

R. D. Hangekar Rajnesh Jain Girish JainPartner Director DirectorMembership No. : 30615Place : Mumbai Place : MumbaiDated : 27th May, 2010 Dated: 27th May, 2010

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2010

For the For theSchedules Year Ended Year Ended

31.03.2010 31.03.2009Rs. Rs.

INCOME:Professional Fee and ServicesCharges [TDS Rs.24498/- (Rs.28840/-)] 257,422 305,086Reimbursement of Expenses - 520,272Interest on Fixed Deposits with Bank[TDS Rs.1970/- (Rs.1589/-)] 23,455 15,434

280,877 840,792

EXPENDITURE :Salaries, Bonus and Allowances - 586,584Subscription and Fees 5 5,040 17,624Operative and Other AdministrativeExpenses 6 8,589 10,718Professional Fees Paid 215,752 198290Diminuation in the Value of Shares 249,999 -

479,380 813,216

PROFIT/(LOSS) BEFORE TAXATION (198,503) 27,576Less : Provision for Taxation : Income Tax- 9,000

Fringe Benefit Tax - 250Prior Period Taxes

Fringe Benefit Tax 5 -

Profit/(Loss) after taxes (198,498) 18,326Prior Period (Income) / Expenses - -Balance as per last account 312,030 293,705

Balance Carried to Balance Sheet 113,532 312,031

Earning per share (Basic) (Note 3 of schedule 7) (0.07) 0.01Earning per share (Diluted) (Note 3 of schedule 7) (0.07) 0.01Significant Accounting Policies and Notes to Accounts 7



R. D. Hangekar Rajnesh Jain Girish JainPartner Director DirectorMembership No. : 30615Place : Mumbai Place : MumbaiDated : 27th May, 2010 Dated: 27th May, 2010



31st March, 31st March,2010 2009

Amount (Rs.) Amount (Rs.)

A Cash Flow from Operating ActivitiesNet Profit Before Tax and ExtraordinaryItems (198,503) 27,576Adjustment for:Depreciation - -Interest and Financial Charges Expenses 110 1,467Interest Income (23,455) (15,434)Operating Profit Before Working CapitalChanges (221,848) 13,609Adjustment for:Trade and Other Receivable (18,661)Inventories - -Trade Payable & Other Liabilities 49,716 335(Increase)/ Decrease in Net CurrentAssets 49,716 (18,326)Cash generated from Operations (172,132) (4,717)Direct Taxes Paid (Net of Refund) (788)Cash Flow Before Extraordinary Items (172,132) (5,505)Extraordinary ItemsNet Cash flow from Operating Activities (172,132) (5,505)

B Cash Flow from Investment ActivitiesPurchase of Investment - -Sale of Investment 250,000 -Purchase of Fixed Assets - -Sale of Fixed Assets - -Increase in Fixed Deposit - (11,165)Interest Received 23,455 15,434Net Cash Flow from Investing Activities 273,455 4,269

C Cash Flow From Financing ActivitiesLoan Taken-Secured (Net of repayments) - -Loan given - Unsecured (Net of repayments) (73,429) (59,435)Interest and Finance Charges (110) (1,467)Dividend Paid - -Dividend Tax Paid - -Net Cash Flow from Financing Activities (73,539) (60,902)Net Increase in Cash & CashEquivalents (A+B+C) 27,784 (62,138)Cash & Cash Equivalents at the beginningof the Year 56,282 118,420Cash & Cash Equivalents at the close of theYear 84,066 56,282Notes :

1 The Cash Flow Statement has been prepared under the “IndirectMethod”as set out in Accounting Standard -3“Cash Flow Statements” specified in the Companies (AccountingStandards) Rules, 2006

2 Cash and cash equivalents represent cash and bank balances only anddoes not include fixed deposits.





R.D. Hangekar Rajnesh Jain Girish JainPartner Director DirectorMembership No. : 30615Place : Mumbai Place : MumbaiDated : 27th May, 2010 Dated : 27th May, 2010

23

SCHEDULE - 7

Significant accounting policies and notes to accounts

1. SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF ACCOUNTING

The accounting financial statements are prepared and presented

under the historical cost convention, on the accrual basis of

accounting and comply with the Accounting Standards prescribed

by the Companies (Accounting Standards) Rules, 2006 and the

relavant provisions of the Companies Act, 1956 in material respect

and to the extent applicable.

(b) REVENUE RECOGNITION

Professional fees and Interest is recognized on accrual basis.

(c) TAXATION

(i) The provision for Current Income Tax is made at the applicable

rates under the Inocme Tax Act, 1961.

(ii) Deferred tax is recognised, subject to the consideration of

prudence in respect of deferred tax asset, on timing difference

between taxable income and accounting income that originate

in current period and are capable of reversal in one or more

subsequent periods.

2. Information with regard to other matters specified in paragraphs 3, 4A,4C

and 4D of Schedule VI of the Companies Act,1956 are either NIL or not

applicable to the Company for the year ended 31st March, 2010

3. Calculation of EPS 2009-2010 2008-2009

Net Profit as per Profit and

Loss Account in Rs. (198,498) 18,326

Weighted Average No. of

shares in Nos. 3002000 3002000

Earnings per share (Basic) Rs (0.07) 0.01

Earnings per share (Diluted) Rs. (0.07) 0.01

4. As certified by the Management, all investments are intended to be held

for a period of more than one year from the date on which investments

are made. Accordingly all investments are long term investments and are

valued at cost.

5. In the opinion of the Board, the current assets are approximately of the

value stated , if realized.

2. NOTES TO ACCOUNTS

1. The Company has not received any information from its vendor regarding

their status under the Micro, Small and Medium Enterprises Development

Act 2006 and hence disclosures, if any, required under the said Act have

not been made.

2. Auditors Remuneration include payments in respect of Audit Fees,

Rs.5,515/- (Rs.5,515/-).

3. The company is not covered by Payment of Gratuity Act 1972 and

Employee’s Provident Fund and Family pension Act are not applicable

since the employee strenght is below threshhold limit.

4. As per Accounting Standard 18 (AS-18) ‘Related Party Disclosures’,

notified in the Companies (Accounting Standards) Rules 2006, the

disclosures of List of related parties as defined in AS-18 are given below:

Sr. Name of the Related Party Relationship

No.

1. KJMC Global Market (India) Limited Holding Company

2. KJMC Financial Services Limited Associate

3. KJMC Capital Market Services Limited Associate

4. KJMC Asset Management Company Limited Associate

5. KJMC Investment Trust Co. Limited Associate

6. Rajnesh Jain Key Management Personnel

7. Girish Jain Key Management Personnel

Shares & Securities Limited

As at As at31.03.2010 3/31/2009

(Rs.) (Rs.)

SCHEDULE - 1SHARE CAPITALAUTHORISED40,00,000 (40,00,000) Equity Shares ofRs. 10/- each 40,000,000 40,000,000

ISSUED , SUBSCRIBED AND PAID UP:30,02,000 (30,02,000 ) Equity Shares ofRs.10/- each fully paid up 30,020,000 30,020,000

30,020,000 30,020,000

SCHEDULE - 2INVESTMENTS (At Cost)Unquoted Shares - Trade20000 Shares of Bhubneshwer StockExchange Limited 20,000 20,000Unquoted Shares - Non Trade -25000 Shares of Prime Pictures Private Limited 1 250,000

20,001 270,000

SCHEDULE - 3CURRENT ASSETSSundry Debtors (Unsecured &considered good)- Debts outstanding for more than 6 Months - -- Debts outstanding for less than 6 Months - -

- -

Cash and Bank balancesBank Balance with Scheduled Bank inCurrent Account- Current Account 84,066 56,281- Fixed Deposit with Bank 211,472 211,472- Interest Accrued 36,448 18,721

331,986 286,474

LOANS & ADVANCESAdvance recoverable in cash or in kind 29,771,655 29,707,627Deposit with Stock Exchange 50,000 50,000Bhubneswer Stock Exchange Limited 17,370 17,370Prepaid Expenses 6,000 8,000Loans to Staff 1,000 7,325

29,846,025 29,790,322

SCHEDULE - 4A) CURRENT LIABILITIESOther Liabilities 49,080 5,515

49,080 5,515

B) PROVISIONSProvisions for Expenses 6,400 -Provisions for Tax 9,000 9,250

15,400 9,250

SCHEDULE - 5SUBSCRIPTION AND FEESMembership Fees to BhubaneswarStock Exchange 1,000 1,000SEBI Fees - 14,124Profession Tax 2,000 2,000ROC Charges 2,040 500

5,040 17,624

SCHEDULE - 6OPERATIVE AND OTHER ADMINISTRATIVEEXPENSESAudit Fees 5,515 5,515Bank Charges 110 1,467Conveyance - 3,500Professional Fees 2,900 -Sundry Expenses 64 236

8,589 10,718

SCHEDULES ANNEXED TO AND FORMING PART OFBALANCE SHEET AS ON 31ST MARCH, 2010

24

Information pursuant to Part IV of schedule VI of the Companies Act, 1956

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE :

I Registration Details

Registration No. U67120DL1996PLC075610 State Code 55

Balance Sheet Date 31.03.2010

II Capital raised during the year (Amount in Rs.Thousands)

Public Issue NIL Rights Issue NIL

Bonus Issue NIL Private Placement NIL

III Position of Mobilisation and Deployment of Funds (Amount in Rs.Thousands)

Total Liabilities 30,134 Total Assets 30,134

Sources of Funds Application of Funds

Paid up Capital 30,020 Net Fixed Assets -

Reserves & Surplus 114 Investments 20

Secured Loan - Net Current Assets 30,114

Unsecured Loan - Misc.Expenses -

Deferred tax liability (Net) - Accumulated Losses -

IV Performance of Company (Amount in Rs.Thousands)

Turnover 281 Total expenses 479

Profit / (loss) before tax (199) Profit / (loss) after tax (198)

Earning per share in Rs. (0.07) Dividend rate N A

V Generic names of three Principal Products / Services of company (as per monetory terms)

Item Code No. (ITC Code) N A

Product Description : Business of Broking


Rajnesh Jain Girish JainDirector Director

Place : MumbaiDated: 27th May, 2010


Transactions during the year with related

parties and Nature thereof

With Associate (Expense reimbursements) -

Balance payable/ (Receivable)

as on 31.03.2010

With Associate (Rs. 29,600,000/-)

With Key Management Personnel -

5. The management has identified the Company’s operations with a single

business segment of capital market operations in India. All the assets of

the Company are located in India.

6. Previous year figures have been regrouped or reclassified wherever

necessary in order to make them comparable and shown in brackets



R.D Hangekar Rajnesh Jain Girish JainPartner Director DirectorMembership No. : 30615Place : Mumbai Place : MumbaiDated : 27th May, 2010 Dated : 27th May, 2010

25

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTSTo the Board of DirectorsKJMC Global Market (India) Limited

1. We have examined the attached consolidated Balance Sheet of KJMC Global Market (India)Limited and it’s subsidiary (collectively, ‘the group’) as at 31st March ,2010 and the consolidated Profit and Loss Account for the year then ended annexed thereto and the Consolidated Cash Flow Statement for the period ended on thatdate. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements basedon our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting frameworkand are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements.We believe that our audit provides a reasonable basis of our opinion.

3. We report that the Consolidated Financial Statements have been prepared by the company in accordance with the requirements of Accounting Standard 21 (AS-21)‘Consolidated Financial Statements’, issued by the Institute of Chartered Accountants of India and on the basis of the separate audited financial statements of KJMCGlobal Market (India) Ltd., and its subsidiary included in the Consolidated Financial Statements.

4. On the basis of the information and explanations given to us and on the consideration of the separate audit reports on individual audited financial statements of KJMCGlobal Market (India) Ltd., and its aforesaid subsidiary together with the Significant Accounting Policies and other notes appearing in Schedule, we are of the opinionthat the said consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:a) In the case of the Consolidated Balance Sheet, of the consolidated state of affairs of KJMC Global Market (India) Limited, and its subsidiary as at 31st March 2010b) In the case of the Consolidated Profit and Loss account, of the Consolidated results of operations of the KJMC Global Market (India) Limited., and its subsidiary

for the year then ended andc) In the case of the consolidated Cash Flow Statement, of the consolidated cash flow of KJMC Global Market (India) Limited and its subsidiary for the year then ended.


FRN No. 101048W

(R.D. Hangekar)Place : Mumbai PartnerDated : 27/05/2010 Membership No. 30615

CONSOLIDATED BALANCE SHEET AS ON 31 ST MARCH 2010

As on As onSchedules 31.03.2010 31.03.2009

(Rs.) (Rs.)

SOURCES OF FUNDS :

(1) Shareholders’ funds

a) Share capital 1 31,364,400 30,601,400

b) Reserves and Surplus 2 208,145,462 208,215,468

c) Share warrants pending

allotment - 123,606

(2) Loan funds

a) Secured loans 3 60,848,356 56,101,233

b) Unsecured loans -

Deferred tax liability (Net) 8,208,933 7,821,626

T O T A L 308,567,151 302,863,333

APPLICATIONS OF FUNDS :

(1) Fixed assets

a) Gross block 4 6,103,938 7,020,179

b) Less: Depreciation 4,603,589 5,201,404

c) Net block 1,500,349 1,818,775

(2) Investments 5 98,908,171 100,717,306

(3) Current assets, loans and advances

a) Current assets 6 72,507,569 74,589,278

b) Loans and advances 7 154,324,599 145,399,092

226,832,168 219,988,370

Less: Current liabilities and provisions

a) Current liabilities 8 16,810,731 17,719,771

b) Provisions 9 1,862,806 1,941,347

18,673,537 19,661,118

Net current assets 208,158,631 200,327,252

T O T A L 308,567,151 302,863,333

SIGNIFICANT ACCOUNTINGPOLICIES 16NOTES FORMING PART OF THEACCOUNTS 17



R. D. Hangekar Rajnesh Jain Girish Jain Vijay JoshiPartner Director Director Company SecretaryMembership No. : 30615Place : Mumbai Place : MumbaiDated : 27th May, 2010 Dated : 27th May, 2010

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEARENDED 31st MARCH, 2010

For the For theSchedules Year ended Year ended

31.03.2010 31.03.2009(Rs.) (Rs.)

INCOME :Professional fees [TDS Rs.667,072/- (Rs.27,03,618/-)] 6,360,783 18,153,572Brokerage income [TDS Rs.61,348/-(Rs.35,525)] 10 475,051 319,171Other income 11 300,267 1,778,065Reimbursement of expenses - 520,272Sale of shares 62,646 -Increase in Surrender Value ofKey Man Insurance 7,403,824 6,619,763Profit on Sale of Investments 1,977,427 4,571Closing stock (stock in trade) - 5

16,579,997 27,395,419

EXPENDITURE :Opening stock (stock In trade) 5 1,821,114Purchase of shares - -Sub-brokerage and marketing expenses 12 184,931 173,273Salaries and allowances 13 3,542,853 4,058,741Operative and other administrative expenses 14 4,298,242 5,034,303Financial charges 15 5,544,097 5,591,890Professional fees 2,620,327 1,903,515Deferred key man Insurance charges written off - -Loss on derivartives - -Loss on sale of asset 12,241 -Loss on sale of Shares 249,999 1,347,136

16,452,695 19,929,972

Profit before depreciation and tax 127,303 7,465,447Depreciation 271,304 342,523PROFIT BEFORE TAXATION (144,001) 7,122,923Less: Provision for Taxation - Current - 749,000

- FBT - 153,868- Deferred 387,307 2,467,458

PROFIT AFTER TAXES (531,308) 3,752,597Add : Exceptional items - -Add: Prior period Item net - income/(expenses) (7,942) (5,469)Add: surplus as per last account 57,866,137 54,119,010

BALANCE CARRIED TO BALANCE SHEET 57,326,887 57,866,138

Earnings per share (basic) (0.17) 1.22Earnings per share (diluted) (0.17) 1.22(Face Value of Rs. 10/- per share)SIGNIFICANT ACCOUNTING POLICIES 16NOTES FORMING PART OF THE ACCOUNTS 17




Global Market (India) Limited (Consolidated)

26




A Cash Flow from Operating ActivitiesNet Profit Before Tax andExtraordinary Items (144,001) 7,122,923Adjustment for:Keyman Insurance -IncrementalSurrender Value (7,403,824) (6,619,763)Deffered Expenses Written off -Depreciation 271,304 342,523Interest Income (23,455) (128,033)Dividend Income (262,419) (248,815)Interest and Financial Charges 5,544,097 5,591,890(Profit)/Loss on Sale of Investments (1,790,073) 1,347,136(Profit)/Loss on Sale of Assets 12,241 (4,571)Prior Period Item (7,942) (5,469)Operating Profit Before WorkingCapital Changes (3,804,072) 7,397,822Adjustment for:Trade and Other Receivable (3,314,430) 25,528,416Inventories - 1,821,109Trade Payable and Other Liabilities (2,631,074) 18,036,925(Increase)/ Decrease in Net Current Assets (5,945,504) 45,386,450Cash generated from Operations (9,749,576) 52,784,272Direct Taxes Paid (Net of Refund) 1,643,501 1,069,510Cash Flow Before Extraordinary Items (8,106,075) 53,853,782Extraordinary Items -Net Cash flow from Operating Activities (8,106,075) 53,853,782

B Cash Flow from Investment ActivitiesPurchase of Investment (11,793,161) (74,715,102)Sale of Investment 15,392,368 3,324,732Investment in Associate company - (1,575,000)Purchase of Fixed Assets (225,120) (139,614)Issue of Warrants (123,606) 233,604Increase in Share Capital 763,000 1,442,000Increase in Share Premium 469,245 886,830Sale of Fixed Assets 260,000 65,000Interest Received 23,455 128,033Dividend Received 262,419 248,815Net Cash Flow from Investing Activities 5,028,599 (70,100,702)

C Cash Flow From Financing ActivitiesLoan Taken-Secured (Net of repayments) 4,747,123 6,781,886Loan Taken-Unsecured (Net of repayments) - (13,500,000)Loan Given (16,329,331) 28,981,533Interest and Finance Charges (5,544,097) (5,591,890)Deposit -Dividend Paid (26,479)Net Cash Flow from Financing Activities (17,126,305) 16,645,050

Net Increase in Cash and CashEquivalents ( A+B+C) (20,203,781) 398,130

Cash and Cash Equivalents at thebeginning of the Year 6,782,325 6,384,196

Cash and Cash Equivalents at theclose of the Year 1,386,190 6,782,325

Note :The Cash Flow Statement has been prepared under the “Indirect Method”as set outin Accounting Standard -3Cash Flow Statements specified in the Companies (Accounting Standards) Rules, 2006

SCHEDULES ANNEXED TO AND FORMNG PART OF CONSOLIDATEDACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2010

As at As at31.03.2010 31.03.2009

(Rs.) (Rs.)

SCHEDULE -1

SHARE CAPITAL

AUTHORISED

50,00,000 (50,00,000) Equity Shares of

Rs. 10/- Each 50,000,000 50,000,000

50,000,000 50,000,000

ISSUED, SUBSCRIBED AND PAID UP:

31,36,440 (30,60,140) Equity Shares of

Rs. 10/- each fully paid up 31,364,400 30,601,400

(Issued in consideration other than cash)

(Transferred under the Scheme of

Arragement from KJMC Financial

Services Limited.)

31,364,400 30,601,400

SCHEDULE -2RESERVES AND SURPLUSGeneral ReservesAs per last Balance Sheet 59,147,000 59,147,000Share Premium AccountAs per last Balance Sheet 79,152,330 78,265,500Add : Addition during the year 469,245 886,830Special ReserveAs per last Balance Sheet 12,050,000 12,050,000Balance in Profit and Loss Account 57,326,887 57,866,138

208,145,462 208,215,468

SCHEDULE - 3

SECURED LOANS

From Banks

i) Overdraft facility with Union Bank Of India 8,848,828 11,147,233

(Secured by equitbale mortgage of a

premises belonging to Associates )

ii) From LIC 48,997,000 44,954,000

(Secured against Pledge of Key Man

Insurance Policy)

iii) Loan against pledge of shares 3002528

60,848,356 56,101,233



R.D. Hangekar Rajnesh Jain Girish Jain Vijay JoshiPartner Director Director Company SecretaryMembership No. : 30615Place : Mumbai Place : MumbaiDated: 27th May, 2010 Dated: 27th May, 2010

SCHEDULE : 4 FIXED ASSETS:

GROSS BLOCK (At Cost) DEPRECIATION NET BLOCK

Particulars Rate AS AT ADDITIONS DEDUCTIONS AS AT UPTO FOR THE DEDUCTIONS UPTO AS AT AS ATof 01.04.2009 DURING DURING 31.03.2010 01.04.2009 YEAR DURING THE 31.03.2010 31.03.2010 31.03.2009

Dep. THE YEAR THE YEAR YEAR

% Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

OWNED ASSETS:

Building (Office Premises) 5.00 504,147 - - 504,147 143,173 18,050 - 161,223 342,924 360,974

Furniture & Fixtures 18.10 2,275,166 - - 2,275,166 1,681,986 107,366 - 1,789,352 485,814 593,180

Office Equipments 13.91 715,477 165,620 - 881,097 476,376 44,652 - 521,028 360,069 239,101

Computers 40.00 1,633,864 - - 1,633,864 1,612,864 8,400 - 1,621,264 12,600 21,000

Electrical Fittings 13.91 717,664 - - 717,664 460,141 35,821 - 495,962 221,702 257,523

Air Conditioners 13.91 32,500 59,500 - 92,000 3,754 11,005 - 14,759 77,241 28,746

Vehicles 25.89 1,141,361 - 1,141,361 - 823,110 46,009 869,119 - - 318,251

Total 7,020,179 225,120 1,141,361 6,103,938 5,201,404 271,304 869,119 4,603,589 1,500,349 1,818,775

Previous Year 6,940,994 139,614 60,429 7,020,179 4,858,881 342,523 - 5,201,404 1,818,775

SCHEDULE - 5INVESTMENTS

Long term investments (Non Trade - Quoted) as on 31-3-2010 as on 31-3-2009

Particulars Face Value Qty Amount Qty Amount

Century Textiles Limited 10 - - 1,500 360,362

Dredging Corp of India Limited 10 500 657,792 500 657,792

Energy Development Co Limited 10 1,000 301,757 1,000 301,757

Everest Industries Limited 10 4,400 531,157 - -

Flawless Diamond Limited 10 1,419 78,761 1,419 78,761

Gas Authority of India Limited 10 - - 750 266,387

Gremech Infra Limited 10 300 117,728 300 117,728

HBL Power Systems Limited 1 2,500 102,077 - -

HFCL Limited 10 30,000 1,102,188 30,000 1,102,188

ICICI Bank Limited 10 500 634,966 500 634,966

IDEA 10 1,000 139,065 1,000 139,065


27

IL& FS Transportation 10 1,500 420,526 - -

IMP Power Limited 10 1,000 285,065 1,000 285,065

India Bull Real Estate Limited 2 8,000 6,203,711 8,000 6,203,711

India Bulls Finance Limited 2 1,000 534,183 500 479,115

Llyods Electricals Limited 10 5,000 999,091 5,000 999,091

Madhucon - Projects Limited 2 6,000 2,605,638 3,500 2,213,652

Murali Industries Limited 10 293 230,328 293 230,328

Nuchem Limited. 10 1,000 18,362 1,000 18,362

Nutech India Limited 5 4,248 189,278 - -

Om Metal Limited 1 13,000 1,246,951 13,000 1,246,951

ONGC Limited 10 500 619,624 500 619,624

Peninsula Land Limited 2 1,000 153,534 1,000 153,534

Petron Engineers Limited 10 - - 524 105,725

P T C India Limited 10 1,000 162,670 1,000 162,670

Punj Llyods Limited 2 2,000 1,113,166 2,000 1,113,166

Reliance Communication Limited 5 1,000 783,974 1,000 783,974

Reliance Energy Limited 10 250 474,935 250 474,935

Reliance Industries Limited 10 10 17,188 10 17,188

Rolta India Limited 10 1,000 351,314 1,000 351,314

Savita Chemicals Limited 10 - - 1,000 416,631

Siemens Limited 2 1,000 983,587 1,000 983,587

State Bank of India Limited 10 - - 300 692,516

Sun Flag Iron Limited 10 - - 10,000 197,863

Sun Pharma Adv Res Limited 1 - - 5,530 442,746

Uttam Galwa Steel Limited 10 - - 9,837 403,557

Vipul Limited 2 3,000 808,390 3,000 808,390

Total (A) 21,871,007 23,062,702

Share Application Money - -

Investmment in Mutual Funds (units) 1,328 1.213 1,304

Total (B) 1,328 1,304

Long term Investments

(Non Trade - Unquoted)

BSE India Limited 1 46,982 18,792,800 46,982 18,792,800

KJMC Credit Marketing Limited 10 25,000 2,605,500 25,000 2,605,500

KJMC Commodities India Limited 10 157,500 1,575,000 157,500 1,575,000

KJMC Capital Market Services Limited 10 5,000,000 53,142,535 5,000,000 53,010,000

Dr. Modi’s Karjat Health Resorts Ltd 10 - - 50,000 500,000

Vishnu Vijay Packaging Limited 10 30,000 900,000 30,000 900,000

Prime Pictures Pvt. Ltd. 10 25.000 1 25.000 250,000

Bhubneshwar Stock Exchange Limited 1 2,000 20,000 2,000 20,000

Total (C) 77,035,836 77,653,300

Grand Total (A+B+C) 98,908,171 100,717,306

Abstract

Aggregate Amount of Quoted Investments 8,245,047 23,062,702

Aggregate market Value Quoted Investments 8,389,865 4,995,223

Aggregate Amount of unquoted Investments 77,035,836 77,653,300

SCHEDULE - 6CURRENT ASSETSStock in Trade - 5(At cost or market value whichever is lower)Sundry Debtors(Unsecured and considered good)Debts outstanding for more than 6 months 67,778,450 67,728,450Others 3,342,929 78,499Cash and Bank BalancesCash on hand 452,068 604,489Balance with Scheduled Banks -- In current account 686,202 5,947,643- In fixed deposits 211,472 211,472Interest Accrued 36,448 18,721

72,507,569 74,589,278

SCHEDULE - 7LOANS AND ADVANCESAdvances recoverable in cash or kind forvalue to be received 98,939,563 90,064,056Deposits 55,385,036 55,335,036

154,324,599 145,399,092

SCHEDULE - 8CURRENT LIABILITIESSundry Creditors 13,700,630 15957885Sundry Creditors for expenses 555,920 47,150Unclaimed Dividend - 22,811Other Liabilities 716,793 394,772Interest Accrued but not due 1,837,388 1,297,153

16,810,731 17,719,771

SCHEDULE - 9PROVISIONSProvision for Expenses 147,316 1,869,358Provision for Tax 1,715,490 71,989

1,862,806 1,941,347

SCHEDULE - 10

BROKERAGE AND UNDERWRITING FEES

Brokerage Income 475,051 319,171

TOTAL 475,051 319,171

SCHEDULE - 11

OTHER INCOME

Interest Income [TDS Rs.1,589/- (Rs.10,430/-)] 23,455 128,033

Profit on Sale of Investment - -

Reimbursment of Expenses - -

Dividend 262,419 248,815

Conversion of Stock in Trade Into Investments - 1,400,000

Exchange Difference - -

Other Income 14,393 1,217

TOTAL 300,266 1,778,065

SCHEDULE - 12

SUB-BROKERAGE AND MARKETING

CHARGES

Sub - Brokerage Paid 184,931 173,273

TOTAL 184,931 173,273

SCHEDULE - 13

SALARIES AND ALLOWANCES

Salaries, Bonus and Allowances 3,355,728 3,811,740

Provident Fund and Other Statutory Fund 9,664 12,961

Staff Welfare, Medical, Leave Encashment, LTA 177,461 234,040

TOTAL 3,542,853 4,058,741

SCHEDULE - 14

OPERATIVE AND OTHER ADMINISTRATIVE

EXPENSES

Advertisement 133,798 149,098

Auditors Remuneration 45,515 45,515

Books and Periodicals 8,188 15,505

Business Promotion Expenses 238,934 381,517

Conveyance 322,707 870,664

Documentation Charges

Donations - 10,000

Electricity Charges 425,286 555,912

General Expenses 295,899 139,832

Insurance Charges 46,478 75,284

Legal Fees 1,267,055 1,069,412

Motor Car Expenses 237,845 348,022

Office Maintainence Charges 7,100 52,250

Postage and Courier 26,814 41,779

Printing and Stationery 102,393 125,570

Profession Tax 2,000 4,000

Repair and Maintainence

- Buildings - -

- Others 23,138 40,448

Securities Transaction Tax 29,954 6,412

Security Charges - 51,124

Service Tax - -

Society Maintainence Charges 243,321 193,790

Subscription and Fees 258,567 319,795

Telephone Expenses 311,274 254,893

Tour and Travelling Expenses 271,978 283,481

TOTAL 4,298,242 5,034,303

SCHEDULE - 15

FINANCIAL CHARGES

Interest paid to Banks 888,793 782,175

Interest paid to LIC 4,598,523 3,546,136

Interest Paid (Others) 2,527 1,255,397

Bank Charges / Commission 54,253 8,182

TOTAL 5,544,097 5,591,890

Global Market (India) Limited (Consolidated)

28

SCHEDULE – 16SIGNIFICANT ACCOUNTING POLICIES1. Basis of Preparation

KJMC Global Market (India) Limited has prepared the consolidated financial statementsby consolidating its accounts with its wholly owned subsidiary in accordance withAccounting Standard 21 (Consolidated Financial Statements) of the ICAI.

2. Principles of consolidationThe consolidated financial statements have been prepared based on a line-by-lineconsolidation of the financial statement of KJMC Global Market (India) Limited andits subsidiary KJMC Shares and Securities Limited The effect of intercompanytransaction and balances are eliminated in consolidation.

3. Companies included in Consolidation.KJMC Shares and Securities Limited, a wholly owned subsidiary.

4. Accounting System:The accounting financial statements are prepared and presented under the historicalcost convention, on the accrual basis of accounting and comply with the AccountingStandards prescribed by the Companies (Accounting Standards) Rules, 2006 andthe relevant provisions of the Companies Act, 1956 in material respect and to theextent applicable.

5. Use of estimatesThe preparation of the financial statements, in conformity with the generally acceptedaccounting principles, requires estimates and assumptions to be made that affectthe reported amounts of assets and liabilities on the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period.Differences between actual results and estimates are recognized in the period inwhich the results are known/materialise.

6. InvestmentsCurrent trade investments: Current investments are valued at the lower of cost arrivedon weighted average basis and market value whichever is lower Long term tradeinvestments: Long term trade Investments are valued at cost. For long term tradeinvestments, provision for diminution in value is made wherever there is a permanentreduction in market price.As certified by the Management, all investments are intended to be held for a periodmore than one year from the date on which such investments are made. Accordinglyall investments are long-term investments and are valued at costs. The cost isdetermined on Weighted Average Method basis.

7. Fixed Assets and depreciationFixed Assets are stated at cost of acquisition less depreciation. Depreciation isprovided under the written down value method, at the rates and in the mannerprescribed under schedule XIV of the Companies Act, 1956.

8. Taxation(i) Provision for Taxation is made on the basis of the Taxable profits computed for

the current accounting period in accordance with the Income Tax Act, 1961.(ii) Deferred Tax resulting from “timing difference” between book profit and taxable

profit for the year is accounted for using the tax rates and laws that have beenenacted or substantially enacted as on the balance sheet date. The deferred taxasset is recognized and carried forward only to the extent that there is a certaintythat the asset will be adjusted in future. Deferred tax on timing differences whichreverse during the tax holiday is not recognized.

9. Revenue Recognition:Revenue is being recognized as and when there is reasonable certainty of its ultimaterealization and on completion of the assignment.1) Professional Fees:

Professional Fees and consultancy charges are accounted for on accrual basis.2) Income from Brokerage and other operations:

Income from Brokerage and other operations, which comprises of interest onloans and inter-corporate deposits, are accounted for on accrual basis.

3) Dividend:Dividend Income is recognized when the right to receive is established.

10. Foreign Currency Transactions:Foreign currency transactions are accounted at the exchange rates prevailing on thedate of transactions. Monetary foreign currency assets and liabilities are translatedinto the reporting currency as on the balance sheet date and differences are dealtwith in Profit & Loss Account.

11. Amortization of expenses:Amortization of deferred revenue expenditure is done over expected period of futurebenefit.

12. Derivative Transactions:As at the balance sheet date the profit/loss on open position in derivatives areaccounted as follows:- Credit balance in the “Mark to Market Margin – Derivatives”, being anticipated profit,ignored and no credit is taken in the profit and loss account.- Debit balance in the “Mark to Market Margin – Derivatives”, being anticipated loss,is recognized in the profit and loss account.

13. Stock in Trade:Stocks of shares are valued at cost or market price whichever is lower.

14. Employee Benefits:i) Short term employee benefits are charged off at the undiscounted amount in

the year in which the related service is rendered.ii) The company is exempted from Payment of Gratuity Act, 1972 in view of its

strength of employees being less then threshold limit attracting the applicabilityof the said statute and as such no provision has been made for the said liability.

15. Treatment of Contingent Liabilities:No provision has been made for contingent liabilities.

16. In the opinion of the Board, the current assets are approximately of the value stated,if realized.

SCHEDULE – 17NOTES FORMING PART OF CONSOLIDATED ACCOUNTS1. Contingent Liabilities not provided for. Rs. NIL (NIL)2. The Company has not received any information from its vendor regarding their status

under the Micro, Small and Medium Enterprises Development Act, 2006 and hencedisclosures, if any, required under the said Act have not been made.

3. Managerial remuneration included in the Profit & LossAccount – Rs. 10,70,000/- (Rs. 11,55,000/-)Expenditure relating to prior period – Rs. 7942/- (Rs. 5469/-)Income relating to prior period- Rs. NIL (Rs. NIL)

4. Auditors Remuneration include payments in respect of: (Rs.)Particulars As on As on

31stMarch,2010 31stMarch, 2009a) Audit Fees 25,515 35,515b) Tax Audit Fees 10,000 10,000c) Certification & other matters 10,000 -

Total 45,515 45,5155. Additional information pursuant to the provisions of paragraph 3, 4C and 4D of

Schedule VI of the Companies Act 1956, to the extent applicable and the detail ofStock in Trade is the same as p0er holding company and hence not repeated again.

6. CIF Value of Imports – Rs. Nil (Rs. Nil )7. Expenditure in Foreign Currency – Rs.194000/- (Rs. Nil )8. Remittances in Foreign Currency – Rs. Nil (Rs. NIl)9. Earnings in Foreign Currency – Rs. Nil (Rs. NIL)10. Related party disclosures under Accounting Standard 18:

RelationshipsList of related parties1) Parties where control exists

KJMC Shares and Securities Limited2) Other parties

a) AssociatesKJMC Financial Services LimitedKJMC Capital Market Services LimitedKJMC Asset Management Company LimitedKJMC Investment Trust Company Limited

b) Key Management PersonnelRajnesh JainGirish Jain

c) Enterprises over which key management personnel is able to exercisesignificant influence :Inderchand Jain (HUF)Puja Impex Private Limited

Transactions during the year with related party(Rs. in Lacs)

S. Nature of Associates Key Management Enterprises overNo. Transactions with Personnel which key

related parties managementpersonnel is able

to exercisesignificantinfluence

31-03-2010 31-03-2009 31-03-2010 31-03-2009 31-03-2010 31-03-2009

1 Advance against

expenses - 12.98 - - - -

2 Deposit given - - - - - -

3 Loans and

Advances given 11.73 - - - - -

4 Loan Refund - - - - -

5 Sale of Shares 7.50 479.10 - - - -

6 Purchase of Shares - 678.64 - - - -

7 Issue of Warrants - - - - - 20.95

Total 19.23 1170.72 - - - 20.95

Outstanding asat year end

1 Net Receivables 9.28 517.58 292.96 292.96 250.00

2 Net Payables 137.00 147.00 - - - -

11. The Tax effects of significant timing (temporary) differences that resulted in deferredtax assets and liabilities and description of major components of the financial statementitems that creates these differences are as follow:Particulars As on As on

31stMarch,2010 31stMarch, 2009Fixed Assets 5,155 (75,256)Keyman Insurance Income during the year 193,31,813 1,70,44,03Business Loss (1,11,28,034) (89,35,773)Short Term Capital Loss - (2,11,376)Deffered tax liability(Net) 82,08,934 78,21,626

12. Earnings Per Share:Particulars 31-3-2010 31-3-2009(a) Profit/(Loss) after Tax (Rs. In Lacs) 5,31,308 37,52,597(b) The weighted average Number of

Equity Share (Nos.) 31,19,717 30,60,140(c) Face value (Rs.) 10 10(d) Earnings per Share (Basic) (0.17) 1.22(e) Earnings per Share (Diluted) (0.17) 1.22

13. The main business of the companies being Merchant Banking / Capital Marketoperations, and as such there are no separate segments as specified in the SegmentReporting (AS 17), which needs to be reported.

14. The previous year’s figures have been regrouped or rearranged wherever necessaryin order to conform to this year’s presentation and shown in brackets.





�

A T T E N D A N C E S L I PShareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and handit over at the entrance of the meeting hall.

I/We hereby record my/our presence at the Twelfth Annual General Meeting of the Company at S.K. SomaniMemorial Hall, Hindi Vidya Bhavan, 79, Marine Drive, F Road, Mumbai - 400 020 at 4.15 p.m. on Saturday,25th September, 2010.

Name of the Member attending (in Block Letters) Signature

Full Name of the First Joint-holder (To be filled-in if the first Signaturenamed holder does not attend the meeting)

Name of the Proxy (To be filled-in if the Proxy Form has been duly deposited with the Company)

Membership Folio No. DP.ID*

No. of Share held Client Id** Application for investors holding shares in electronic form

________________________________________Tear Here____________________________________________

P R O X Y F O R MI/We, of

being a Member(s) of the above namedCompany hereby appoint Shri/Smt of

of failing himShri/Smt. of as my/ourproxy to vote for me/us and on my/our behalf at the Twelfth Annual General Meeting of the Company at Saturday,25th September, 2010 and any adjourment thereof.

Membership Folio No. DP.ID* No. of Share held Client Id*

Signed this day of 2010.

AffixRe. 1/-

RevenueStamp

� ��

GLOBAL MARKET (INDIA) LIMITEDRegd. Office : 168, Atlanta, 16th Floor, Nariman Point, Mumbai - 400 021.

GLOBAL MARKET (INDIA) LIMITEDRegd. Office : 168, Atlanta, 16th Floor, Nariman Point, Mumbai - 400 021.

If undelivered, please return to :

Registered Office :168, Atlanta, 16th Floor,

Nariman Point, Mumbai - 400 021.

Global Market (India) LimitedKJMC

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