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KJMC Global Market (India) Limited

13th Annual Report2010-2011

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Global Market (India) Limited

BOARD OF DIRECTORS : Mr. I.C. Jain ChairmanMr. Rajnesh Jain Executive DirectorMr. Girish JainMr. S. C. AythoraMr. Nitin KulkarniMr. Shailesh Shah

AUDITORS : Batliboi and PurohitChartered AccountantsNational Insurance Building,204, D. N. Road, Fort,Mumbai - 400 001.

BANKERS : Union Bank of India Citi BankUCO Bank HDFC Bank Limited

REGISTERED OFFICE : 168, Atlanta, 16th Floor,Nariman Point, Mumbai - 400 021.Tel. No. (022) - 4094 5500(022) - 22832350 / 52Fax No. 91-022 - 22852892Website : www.kjmc.com

REGISTRAR & TRANSFER AGENT : Bigshare Services Pvt. Ltd.E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka,Andheri (East), Mumbai - 400 072Tel. No. : 2847 0652 / 53 Fax No. 2847 5207E-mail: [email protected] Timings: 10.30 a.m. to 12.30 p.m. 1.30 p.m. to 3.30 p.m.

GROUP BRANCH OFFICE : NEW DELHI JAIPUR221, Hans Bhavan 41, Jai Jawan Colony IIBahadur Shah Zafar Marg, Tonk Road, Durgapur,New Delhi - 110 002. Jaipur - 302 018.

AHMEDABADBrodway Business Centre,1st Floor,Shahjanand Complex,C. G. Road,Ahmedabad - 380 008.

THIRTEEN ANNUAL GENERAL MEETING

DATE Saturday, 24th September, 2011

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 XPage No.

Notice 2Directors’ Report 4Compliance Certificate 5Management Discussion & Analysis 6Report on Corporate Governance 6Auditors’ Certificate on Corporate Governance 8Auditors’ Report 9Balance Sheet 10Profit & Loss Account 11Cash Flow Statement 12Schedules 13Notes on Accounts 17Balance Sheet Abstract 19Financial Information of the Subsidiary Companies 19Consolidated Accounts 20

13th Annual Report 2010-2011

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N O T I C ENotice is hereby given that Thirteen Annual General Meeting of the Members of KJMC Global Market (India) Limited will be held on Saturday, 24th September, 2011 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, 2011 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 I. C. Jain, who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Shri Girish Jain, who retires by rotation and being eligible, offers himself for re-appointment

4. To appoint Auditors and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai be appointed as Statutory Auditors of the Company, in place of the retiring Auditors M/s. Batliboi and Purohit, Chartered Accountants, Mumbai to hold office from the conclusion of this Meeting until the conclusion of next Annual General Meeting of the Company on a remuneration to be fixed by the Board of Directors of the Company, in consultation with the Auditors of the Company.”

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 Section 198, 269, 309 read with Schedule XIII and all other applicable provisions of the Companies Act, 1956 (including any statutory modification or re-enactment thereof, for the time being in force) the relevant provisions of the Article of Association of the Company, the consent as may be required, the remuneration of Shri Rajnesh Jain, Executive Director of the Company be and is hereby revised and enhanced with effect from1st April, 2011 for the remainder of his tenure i.e. upto 31st October, 2013, 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, 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

Place: Mumbai (I. C. JAIN)Date : 27th May, 2011 CHAIRMAN

NOTES :

A) The related Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 in respect of the items no. 4 & 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, 16th Floor, 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, 17th September, 2011 to Saturday, 24th September, 2011 (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 to be re-appointed, seeking appointment is given hereunder:

1. Name & Designation Shri I. C. Jain, Chairman

Date of Birth 7th November, 1939

Qualifications B. Com (Hons), FCA

Expertise He has over four decades of experience in income tax Counseling, Corporate Finance, Merchant Banking and Company Audit

Director of the Company since

9th March, 1998

The other Directorships / Committee Membership of Shri. I. C. Jain are as follows:

Name of the Company Committee Membership

BoardMembership

KJMC Financial Services Limited Member -AuditCommitteeMember- Share Transfer and Investors’ Grievance Committee

Chairman

KJMC Investment Trust Company Limited - Chairman

KJMC Shares and Securities Limited - Chairman

KJMC Technologies and Systems Limited - Director

Port City Infrastructure Development (India) Limited

- Director

KJMC Commodities Market India Limited - Director

KJMC Realty Private Limited - Director

KJMC Silver Properties Private Limited - Director

Prathamesh Enterprises Private Limited - Director

2. Name & Designation Shri Girish Jain, Director

Date of Birth 7th May, 1971

Qualifications B.E. (Electronics), M.B.A. (Finance)

Expertise He is having over 15 years of experience in Cor-porate Finance, Merchant Banking and Capital Market

Director of the Company since

9th March, 1998

The other Directorships / Committee Membership of Shri Girish Jain are as follows:

Name of the Company CommitteeMembership

BoardMembership

KJMC Financial Services Limited

Chairman - Share Transfer and Investors’ Grievance Committee.

Director

KJMC Capital Market Services Limited

Member - AuditCommittee

Director

KJMC Shares and Securities Limited

- Director

KJMC Technologies &Systems Limited

- Director

Port City InfrastructureDevelopment (I) Limited

- Director

KJMC Credit Marketing Limited

- Director

KJMC Commodities Market India Limited

- Director

KJMC Asset Management Company Limited

Member- AuditCommittee

Director

KJMC Platinum Builder Private Limited

- Director

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

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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 re-quested 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. 4 :M/s. Batliboi and Purohit, Chartered Accountants, Mumbai the Statutory Auditors of the Company vide their letter dated 16th May, 2011, have expressed their inability to be re-appointed as Auditors of the Company due to their other professional commitments.The Company has received a Special notice from a member under section 225 of the Companies Act, 1956, proposing the appointment of M/s K. S. Aiyar & Co., Chartered Accountants, Mumbai as Statutory Auditors. The Company has received a certificate pursuant to section 224(1B) of the Companies Act, 1956, from M/s. K. S. Aiyar & Co., certifying their eligibility for appointment as auditors of the Company.It is therefore proposed to appoint M/s. K. S. Aiyar & Co., Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company. The Board of Directors commends passing of the Ordinary Resolution proposed at item no. 4 of the Notice.None of the Directors of the Company, is in any way, concerned or interested in the proposed resolution.

Item No. 5 :At the 12th Annual General Meeting held on 25th September, 2010, the Shareholders had approved the re-appointment of Shri Rajnesh Jain as ‘ Executive Director’ for a period of 3 years with effect from 1st November, 2010 to 31st October, 2013 (both days inclusive).The Remuneration Committee at its meeting held on 25th May, 2011 had recommended revision of remuneration of Shri Rajnesh Jain as ‘Executive Director for the remainder of his tenure i.e. from 1st April, 2011 upto31st October, 2013. The Board of Directors at their meeting held on27th May, 2011 had approved the revision of remuneration of Shri Rajnesh Jain subject to the approval by the members at the ensuing Annual General Meeting by way of special resolution. The remuneration Committee and the Board of Directors are of the opinion that the revision of the remuneration ofShri Rajnesh Jain as ‘Executive Director’ will be in the interest of the Company.The material terms of remuneration payable to Shri Rajnesh Jain has been revised as under:1. Basic Salary: ` 1,44,000/- (Rupees One Lacs Forty Four Thousand 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 along with driver for Company’s work and private purpose.

(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, whenever

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, perquisites and allowances 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 Merchant Banking and Underwriting2. Expected date of commencement of

commercial productionNot applicable being in Merchant Banking and Underwriting

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

Not applicable being existing company

4. Financial performance based on given indicators

As per the Audited Accounts for the year ended 31st March, 2011Income : ` 130.33 LacsNet Profit / (Loss) before depreciation and tax : ` (633.69) LacsProfit/(Loss) after tax : ` (430.34) Lacs

5. Export performance and net foreign exchange collaborations

Not applicable

6. Foreign Investments or collaborators, if any

Not applicable

Other information:

1. Reasons for loss and inadequacy of profits

The amount of ` 627.88 Lacs recoverable from Jammu and Kashmir State Power Development Corporation Limited has been written off as matter of prudence during the financial year 2010-2011.Your Company plans to step up its presence in areas such as Public Issue Management, Private Placements of Bonds and Equities and Advisory Services etc. to meet the needs of its clients. Your Company also has mandates on hand for various kinds of assignments which are at various stages of execution. Your company is making investments in infrastructure & technology to meet the demands of a growing business.

2. Steps taken or proposed to be taken for improvement

3. Expected increase in productivity and profits in measurable terms

Information about Shri Rajnesh Jain 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 the revision of remuneration of Mr. Rajnesh Jain 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.None of the other Directors of the Company are, in any way, concerned or interested in the said resolution.


Place: Mumbai (I. C. JAIN)Date : 27th May, 2011 CHAIRMAN


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DIRECTORS’ REPORTToThe Members ofKJMC Global Market (India) Limited

Your Directors herewith present the 13th Annual Report, together with the audited statement of accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTSThe performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(` in lakhs)

Particulars Year ended31st March,

2011

Year ended31st March,

2010Total Income 130.33 165.59Expenditure 764.02 162.34Profit/(Loss) Before Depreciation and Tax (633.69) 3.25Less : Depreciation 2.15 2.71Profit/(Loss) before Tax (635.84) 0.54Less: Provision for Tax - Current Tax - - - Deferred Tax (198.74) 3.87 - MAT Credit (6.76) -Profit/(Loss)After Tax (430.34) (3.33)Add: Prior year taxes (5.48) (0.08)Add: Surplus in Profit and Loss Account 572.13 575.54Balance carried to Balance Sheet 136.31 572.13

PERFORMANCE REVIEWDuring the year under review, your Company earned the Gross Income of ` 130.33 Lakhs as against ` 165.59 Lakhs in the previous year. The total expenditure during the year under review was ` 766.17 Lakhs as against` 165.05 Lakhs in the previous year. The Net Loss after tax for the year was ` 430.34 Lakhs as against Net loss of ` 3.33 Lakhs in the previous year. Considering expectations of Country’s gradual improvement in effective demand and GDP growth rate coupled with upward movements in capital market, your directors expect better performance of the Company in the coming years.

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

DIRECTORSIn accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri I. C. Jain and Shri Girish Jain, the Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORSM/s. Batliboi & Purohit, Chartered Accountants, Mumbai the Auditors of the Company holds the office until the conclusion of the ensuing Annual General Meeting, have expressed their unwillingness to be re-appointed due to their other professional commitments..It is proposed to appoint M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai in place of the retiring Auditors. Your Company has received certificate u/s. 224(1B) of the Companies Act, 1956 from M/s. K. S. Aiyar & Co., Chartered Accountants to the effect that their appointment, if made, will be within the limit prescribed. Accordingly, the members approval is being sought to their appointment as Auditors of the Company at the ensuing Annual General Meeting and to authorise the Board of Directors to fix their remuneration for the financial year 2011-12.

FIXED DEPOSITThe Company has neither invited, nor accepted, nor renewed any fixed deposit from the public during the year and there was no outstanding deposit payable during the financial year ended on 31st March, 2011.

SUBSIDIARY COMPANYKJMC Shares and Securities Limited and KJMC Credit Marketing Limited are subsidiaries of the Company.

The Company is not attaching copies of the balance-sheet, profit and loss account, reports of the Board of Directors and the Auditors thereon, in respect of the subsidiaries as required under Section 212(1) of the Companies Act, 1956 (“the Act”) to its accounts as per the dispensation available pursuant to the directions issued by the Ministry of Corporate Affairs vide general circular no. 2/2011. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the consolidated financial statements of the Company duly audited by the statutory auditors forms part of this

Annual Report. The Company shall make available, the annual accounts and related information of its subsidiaries, to those shareholders who wish to have the copies of the same. Further, these documents shall be available for inspection by a shareholder at the registered office of the Company as well as of its subsidiaries on any working day, except Saturdays, between11.00 a.m. to 3.00 p.m.CONSOLIDATED FINANCIAL STATEMENTSPursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchange, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended 31st March, 2011, prepared in accordance with the Accounting Standards 21 (AS 21) prescribed by the Institute 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 confirm that:1. In the preparation of annual accounts, the applicable accounting

standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2011 and of the loss of the Company for that period.

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

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

COMPLIANCE CERTIFICATEIn accordance with the provisions of section 383A of the Companies Act, 1956 read with Companies (Compliance Certificate) Rules, 2001, the Company has obtained Compliance Certificate from a company secretary in practice and a copy of the same is annexed to this report.CORPORATE GOVERNANCEThe Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Auditors for the compliance is annexed and forms part of this report.MANAGEMENT DISCUSSION AND ANALYSISA report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.LISTING OF SHARESThe Equity Shares of the Company are listed on the Bombay Stock Exchange Limited. Listing fees upto the year 2011-2012 has been paid to the Bombay Stock Exchange Limited (BSE).PARTICULARS OF EMPLOYEESSince, there are no employees falling within the purview of the provisions of Section 217 (2A) of the Companies Act, 1956, no such details, are required to be given.PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONSince the Company is not a manufacturing Company, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable.FOREIGN EXCHANGE EARNINGS AND OUTGOThe Company earned ` Nil in foreign currency in the Current year as compared to ` Nil in the previous year and incurred expenditure of ` Nil in the Current year as compared to ` 1,94,000/- in the previous year.INSURANCEThe Company’s fixed assets as well as current assets have been adequately insured.ACKNOWLEDGMENTSThe Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Company’s Shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

(I.C. JAIN)CHAIRMAN

Place: MumbaiDate : 27th May, 2011

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ANNEXURE TO THE DIRECTORS’ REPORT

Prashant Sharma & AssociatesCompany Secretary

COMPLIANCE CERTIFICATE

CIN of the Company : L67120MH1998PLC113888Nominal Capital : ` 5,00,00,000/-Paid up Capital : ` 3,13,64,400/-To,The MembersKJMC GLOBAL MARKET (INDIA) LIMITED, MumbaiWe have examined the registers, records, books and papers of KJMC GLOBAL MARKET (INDIA) LIMITED, (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2011 (financial year). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial year:1. The Company has kept and maintained all registers as stated in Annexure ̀ A' to

this certificate, as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure `B' to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed / by paying additional fees as prescribed under the Act and the rules made thereunder.

3. The Company being a Public Limited, comments under provisions of section 3(1)(iii) in respect of Private Limited Company is not required.

4. The Board of Directors duly met 5 (Five) times respectively on 27th May, 2010, 4th August, 2010, 25th September, 2010, 12th November, 2010 and 5th February, 2011 in respect of which meetings, proper notices were given and the proceedings were properly recorded in the Minutes Book maintained for the purpose.

5. The Company had closed its register of members from 18th September, 2010 to 25th September, 2010 (both days inclusive) and necessary compliance of Section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 31st March, 2010 was held on 25th September, 2010 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. There was no extra ordinary general meeting during the financial year under scrutiny.

8. The Company has not advanced any loans to its directors or persons or firms or companies referred to under Section 295 of the Act.

9. The Company has not entered into any contracts falling within the purview of section 297 of the Act.

10. The Company has made necessary entries in the register maintained under section 301 of the Act.

11. As there were no instances falling within the preview of Section 314 of the Act, the Company has not obtained any approvals from Board of Directors, Members or Central Government.

12. The Company has not issued any duplicate share certificates during the financial year.

13. The Company has (i) has delivered all the certificates on lodgment thereof for transfer in

accordance with the provisions of the Act. There was no allotment/transmission of securities during the financial year.

(ii) not deposited any amount in a separate Bank Account as no dividend was declared during the financial year.

(iii) the Company was not required to post warrants to any member of the Company as no dividend was declared during the financial year.

(iv) no amount is outstanding in respect of unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for the period of seven years and liable to be transferred to Investor Education and Protection Fund.

(v) duly complied with the requirements of section 217 of the Act.14. The Board of Directors of the company is duly constituted. There was no

appointment of directors and there was no resignation of the Director during the financial year.

15. The re-appointment of Executive Director has been made in compliance with the provisions of Section 269 read with Schedule XIII of the Companies Act, 1956.

16. The Company has not appointed any sole-selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial year.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued any shares, debentures or other securities during the financial year.

20. The Company has not bought back any shares during the financial year.21. There was no redemption of preference shares or debentures during the

financial year.22. There were no transactions necessitating the company to keep in abeyance

rights to dividend, rights shares and bonus shares pending registration of transfer of shares in compliance with the provisions of the Act.

23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of section 58A during the financial year.

24. The Company has not borrowed any money from Banks/Financial Institutions during the financial year.

25. The Company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose.

26.The Company has not altered the provisions of the Memorandum with respect to situation of the company's registered office from one State to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the company during the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the company during the year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to share capital of the company during the year under scrutiny.

30. The Company has not altered its Articles of Association with respect to situation of the company's registered office from one State to another during the year under scrutiny

31. There was/were no prosecution initiated against or show cause notices received by the company and no fines or penalties or any other punishment imposed on the company during the financial year, for offences under the Act.

32. The Company has not received any amount as security from its employees during the financial year.

33. The Company has deposited both employee’s and employer’s contribution of Provident Fund with prescribed authorities pursuant to Section 418 of the Act.

For Prashant Sharma & AssociatesCompany Secretary

Sd/-Place : Mumbai Prashant SharmaDate : 27.05.2011 Proprietor

C.P.No.7902

ANNEXURE ‘A’Registers as maintained by the CompanyStatutory Registers1. Register of Members u/s 150 of the Act is being maintained by the Registrar

and Share Transfer Agents of the Company.2. Minute Books of Board of Directors u/s 193 (1) of the Act.3. Minute Books of the proceedings of General Meetings u/s 193(1), 196(1) of the

Act.4. Books of Accounts u/s 209 of the Act.5. Register of Particulars of Contracts in which directors are interested u/s 301 of

the Act.6. Register of Directors, Managing Director, Manager and Secretary u/s 303 of

the Act.7. Register of Directors Shareholding u/s 307 of the Act.8. Register of Loans and Investments u/s 49 and 372A of the Act.9. Register of Transfer u/s 108 of the Act.Other Registers1. Minute book of Audit Committee Meetings.2. Minutes Book of Share Transfer Committee Meetings.3. Minutes Book of Remuneration Committee Meetings.4. Register of Directors’ Attendance5. Register of Shareholders’ Attendance6. Register of Documents Sealed7. Register of proxies



C.P.No.7902

ANNEXURE ‘B’Form and Returns as filed by the Company with Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31st March, 2011.

Sr.No.

Form No./Return

FiledunderSection

For Dateoffiling

Whetherfiled withinprescribedtime yes/No

If delay inFiling whetherrequisiteadditionalfee paidYes/No

01. Form No. 20B 159 Annual Return for 2009-2010

09/11/2010 YES N.A.

02. Form No.23AC& 23ACA

220 Balance Sheet and Profit & Loss Account for the year ended on 31st March, 2010

08/10/2010 YES N.A.

03. Form No.25C 269 (2) Return of appointment of managing director or whole time director or manager

5/01/2011 YES N.A.

04. Form No 23. 192 Special Resolution 01/10/2010 YES N.A.05. Form No. 32 302 Resignation of

Company Secretary30/11/2010 YES N.A.

07. Form No. 1AA 5 Appointment ofPrincipal Officer

09/08/2010 YES N.A.



C.P.No.7902


6

MANAGEMENT DISCUSSION & ANALYSIS1. 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 and Financial Advisory Services and Funding solutions for various Corporate and Industrial Houses for their large developmental projects. As SEBI Registered Category I Merchant Banker, the Company is Offering Services like Merchant Banking (Public Issue Management), Private Placements of Bonds and Equities, Term Loan/Debt Syndication, Project Finance & Advisory Services etc. Your Company, along with its associates forms an integrated financial services group providing wide range of services to its clients.

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

2. FINANCIAL REVIEW

During the year under review, your Company earned the Gross Income of ` 130.33 Lakhs as against ` 165.59 Lakhs in the previous year. The total expenditure during the year under review was ` 766.17 Lakhs as against` 165.05 Lakhs in the previous year. The Net Loss after tax for the year was ` 430.34 Lakhs as against Net loss of ` 3.33 Lakhs in the previous year. Considering expectations of Country’s gradual improvement in effective demand and GDP growth rate coupled with upward movements in capital market, your directors expect better performance of the Company in the coming years.

3. BUSINESS OUTLOOK

Presently in the Investment Banking Sector, there are a wide range of services offered by aggressive players in the market which have made significant impact on the industry. Customers’ diverse needs have carved out more opportunities to 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 Issue Management, Private Placements of Bonds and Equities, Term Loan/Debt Syndication, Project Finance & Advisory Services etc. to meet the needs of its clients. Your Company also has mandates on hand for various kinds of assignments which are at various stages of execution. Your company is making investments in infrastructure & technology to meet the demands of a growing business.

4. RISKS AND CONCERNS

The Company is exposed to specific risks that are particular to its business and the environment 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 profile and by following prudent business and risk practices. Being engaged in the business in a highly regulated industry; we are presented with risk containment measures in the very regulations. The company’s business could potentially be affected by the following factors:-

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

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

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

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

5. 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

Threats:

• Competition from established companies and new entrants

• Execution risk.

• Regulatory changes.

• Attrition and retention of human capital.

• Volatile environment

6. ADEQUACY OF INTERNAL CONTROLS:-

Your Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised

use or disposition and that transaction are authorised, recorded and reported correctly. The Company has an extensive system of internal control which ensures optimal utilisation and protection of resources, its security, accurate reporting of financial transactions and compliances of applicable laws and regulations as also internal policies and procedures. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

7. 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 to ensure that employees at all levels are fully equipped to deliver a wide variety of products and services to the rapidly growing customer base of your Company. It is our endeavour to create an environment where people can use all of their capabilities in support of the business. Therefore, your Company encourages its employees to balance their work and personal responsibilities.

CORPORATE GOVERNANCE FOR THE F.Y. 2010-2011PHILOSOPHY OF CORPORATE GOVERNANCE

Your Company is committed to upholding the highest standards of Corporate Governance in its operations. The policies and practices are not only in line with the statutory requirement, but also reflect your Company’s commitment to operate in the best interest of its stake holders. The responsibility for maintaining high standards of governance lies with your Company’s Board of Directors and various Committee of the Board, which are empowered to monitor implementation of the best Corporate Governance practices including making necessary disclosures within the framework of legal and regulatory provisions and Company conventions besides its employees.

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

Pursuant to Clause 49 of the Listing Agreement, your Company has complied fully with all the mandatory requirements of the Corporate Governance in all material aspects. As required 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 stakeholders including shareholders, employees, the government and the lenders, thereby enhancing 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 Independent Directors is one half of the total number of Directors. The Board of Directors consists of Six Directors. During the Financial year 2010-2011, Five (5) Meetings of the Board were held on 27th May, 2010, 4th August, 2010, 25th September, 2010, 12th November, 2010 and 5th February, 2011. The particulars of Directors as on 31st March, 2011 are as follows:-

Sr.No.

Director Category of Directorship

No. of BMAttended

Last AGM attended

No. of Other Directorship

Held

CommitteeMembership(s)

Chairman Member

1. Mr. I. C. Jain Chairman- Non Executive Director

5 Yes 9 1 3

2. Mr. Rajnesh Jain Executive Director 4 Yes 12 1 1

3. Mr. Girish Jain Non Executive Director 5 Yes 9 1 3

4. Mr. Shailesh Shah Non-Executive & Independent Director

4 No 1 - 1

5. Mr. Nitin Kulkarni Non-Executive & Independent Director

5 Yes 1 - 5

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

2 No 15 4 3

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.

7


Board Procedures: The Agenda is circulated well in advance for the Board members. The items in the

Agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. In additions to the information required under Annexure IA to Clause 49 of the Listing Agreement, the Board is also kept informed of major events/items and approvals taken wherever necessary. At the Board Meetings, the Board 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 49

of the Listing Agreement and also as per new Section 292A of the Companies Act, 1956. The functions of the Audit Committee are as per provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchange. These include review of accounting and financial policies and procedures, review of financial reporting system, internal control procedures and risk management policies. The Audit Committee discusses the Company’s Accounts before these are placed before the Board of Directors and also takes an overview of the Company’s financial reporting process. The Committee met four times during the year i.e. 27th May, 2010, 4th August, 2010, 12th November, 2010 and 5th February, 2011.

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

Name of Director Executive/Non-Executive/independent

No. of Meetingsattended during the year

Mr. Inder Chand Jain Non Executive Director 4Mr. Shailesh Shah Independent Director 4Mr. Nitin Kulkarni Independent Director 4

4. SUBSIDIARY COMPANIES The Company has the following subsidiary companies as on March 31, 2011: i. KJMC Shares and Securities Limited ii. KJMC Credit Marketing Limited

5. REMUNERATION COMMITTEE: (a) Terms of Reference: The Remuneration Committee was formed by the Board of Directors at

their meeting held on September 29, 2007.The terms of the reference of the Committee is to review and recommend compensation payable to the Executive Directors and also to formulate and administer Employees Stock Option Scheme, including the review and grant of options to eligible employees under the scheme. The Committee also ensures the Compensation Policy of the Company and Performance Oriented Scheme for Senior Managers. The overall function of the Committee consists of the following:

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

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

• Review and approve the overall budgetary increment proposals for annual increase 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/IndependentMr. Shailesh Shah Chairman of the Committee and Independent DirectorMr. Girish Jain Non-Executive DirectorMr. Nitin Kulkarni Independent DirectorMr. S. C. Aythora Independent Director

The Remuneration Committee met on 25th May, 2010.6. 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 Committee are effective redressal of the Complaints of the Shareholders regarding dematerialization, transfer, non-receipt of balance sheet/ dividend/ interest etc. The Committee meets as often as is necessary depending upon the Share Transfer Applications as received. The Committee overviews the steps to be taken 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 to

have Share Transfer / Investor Grievance Committee. Accordingly, the Board of Directors formed a Share Transfer / Investor Grievance Committee, consisting of following Directors:

Mr. I. C. Jain - Member Mr. Rajnesh Jain - Member Mr. Nitin Kukarni - Member Mr. Girish Jain - Member During the year, the Company has received three (3) complaints and all were

resolved within the stipulated time to the satisfaction of the shareholders / investors. As on 31st March, 2011, no transfer was pending.

The Board has delegated the powers to approve transfer of securities allotted by the Company to this Committee. The Committee held 14 meetings during the year and approved the transfer of shares lodged with the Company and attended the investors’ queries & complaints.

7. GENERAL BODY MEETINGS The particulars of last three Annual General Meetings of the Company held

are as under:

Year AGM/EGM Location Date Time2008 AGM S. K. Somani Memorial Hall, Hindi Vidya

Bhavan, `F’ Road, Marine Lines, Mumbai27/09/2008 4.30 P.M.

2009 AGM S. K. Somani Memorial Hall, Hindi Vidya Bhavan, `F’ Road, Marine Lines, Mumbai

26/09/2009 4.15 P.M.

2010 AGM S. K. Somani Memorial Hall, Hindi Vidya Bhavan, `F’ Road, Marine Lines, Mumbai

25/09/2010 4.15 P.M.

No Special Resolution was put through Postal Ballot last year. No resolution is proposed to be put through postal ballot at this Annual General Meeting.

8. CODE OF CONDUCT The Code of Conduct for the Directors and the Employees of the Company

has been laid down by the Board and it is internally circulated and necessary declaration has been obtained.

9. DISCLOSURES• None of the transactions with any of the related party are in conflict with

the interest of the Company. Transactions with related parties have been disclosed in schedule 16 to the Notes on Accounts in the Annual Report.

• There in no non compliance of any provision of law by the Company nor any penalty/ stricture imposed on the Company by Stock Exchange(s), SEBI or any other authority, on any matter related to Capital markets, during the last three years.

• The Company has complied with all the mandatory requirements of the Corporate Governance.

• The Company do not have any Whistle Blower Policy. However, any employee would not be denied access to the Audit Committee.

10. MEANS OF COMMUNICATION

The Company has promptly reported all material information including quarterly results to the Bombay Stock Exchange Limited, where the Company’s securities are listed. The Company publishes its quarterly, half yearly, financial results in national and regional newspapers. The Company also sends the financial results to Bombay Stock Exchange Limited, immediately after its approval by the Board. The Company has not sent half yearly report to the shareholders. No presentations were made to the Institutional Investor or analysts during the year under review. The Management Discussions and Analysis (MD&A) Report is annexed and forms part of this Report.

GENERAL SHAREHOLDER’S INFORMATION

1. Annual General Meeting scheduled to be held :

Date : Saturday, 24th September, 2011Time : 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, 17th September, 2011 to Saturday, 24th September, 2011 (both days inclusive).

3. Dividend Payment Date

Not applicable since Dividend not recommended/ declared.

4. Financial Calendar (tentative):

Financial Reporting for the Financial Year 2011-12

Tentative month of reporting

Un-audited Financial Results for the quarter ending 30th June, 2011

On or before 14th August, 2011

Un-audited Financial Results for the half year ending 30th September, 2011

On or before 14th November, 2011

Un-audited Financial Results for the quarter ending 31st December, 2011

On or before 14th February, 2012

Audited Financial Results for the year ending 31st March, 2012

On or before 30th May, 2012

5. 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 2011-12 to the Bombay Stock Exchange Limited (BSE).

6. Stock Code

(i) Bombay Stock Exchange Limited (BSE) : B – 532304(ii) ISIN - INE602C01011

7. Stock Price Data Month wise high and low price of the Company’s shares at Bombay Stock

Exchange Limited, Mumbai (BSE) from April, 2010 to March, 2011:

Bombay Stock Exchange Limited (BSE)

Month High (in `) Low (In `)April 2010 17.03 14.04May 2010 19.85 15.35June 2010 21.70 15.45July 2010 15.00 12.50August 2010 15.50 12.00September 2010 17.25 15.75


8

Bombay Stock Exchange Limited (BSE)

Month High (in `) Low (In `)October 2010 21.90 15.25November 2010 24.65 20.45December 2010 22.40 22.30January 2011 22.30 22.30February 2011 22.30 22.30March 2011 22.50 20.35

8. Compliance Offi cer Mr. Rajnesh Jain, Executive Director 168, Atlanta, 16th Floor, Nariman Point, Mumbai – 400 021. Ph: 022- 22885201, email: [email protected]. 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,e-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.

10. 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.

11. 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 2011, out of total Equity Capital of 31,36,440 Equity Shares, 28,19,873 Equity Shares representing 89.91% 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.

12. Distribution of shareholding as on 31st March, 2011

Range in ` Number of shareholders % of Total HoldersUpto - 5000 3801 96.035001 to 10000 57 1.4410001 to 20000 32 0.8120001 to 30000 14 0.3530001 to 40000 7 0.1840001 to 50000 10 0.2550001 to 100000 12 0.31100001 and above 25 0.63TOTAL 3958 100.00

13. Shareholding Pattern as on 31st March, 2011:

Cat.Code

Category of Shareholder Total No. of Shares held

%Shareholding

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 50.072 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 0Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

1570304 50.07

(B) Public Shareholding1 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

Cat.Code

Category of Shareholder Total No. of Shares held

%Shareholding

(h) Any other 0 0(h1) NRI Banks 0 0

Sub Total B (1) 72450 2.312 Non Institutions

(a) Bodies Corporate 571337 18.22(b1) Individuals-shareholders holding normal

Share Capital up to ` 1 Lac534545 17.03

(b2) Individuals-shareholders holding normal Share Capital in excess of ` 1 Lac

387294 12.35

(c) Any other 0 0(c1) Clearing Member 0 0(c2) NRI 510 0.02(c3) OCB’s 0 0

Sub Total B(2) 1493686 47.62Total Public Shareholding B(1) + B(2) 1566136 49.93Total (A) + (B) 3136440 100.00

C Shares held by Custodians and against which Depository receipts have been issued

0 0

Grand Total 3136440 100.00Note: The total foreign shareholding for the quarter ended 31st March, 2011, is 510 shares, which in percentage terms is 0.02% of the issued and subscribed capital.

OTHER INFORMATIONIn 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 ConductAs required by Clause 49(1)(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, 2011.


(I. C. JAIN)CHAIRMAN

CEO / CFO Certifi cation

The CFO i.e. Executive Director of the Company give annual certification on financial reporting and internal controls to the Board in terms of clause 49 of the Listing Agreement. The CFO i.e. Executive Director also give quarterly certification on financial results while placing the financial results before the Audit Committee and Board.

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCETo the MembersKJMC 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, 2011 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, 2011, 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 & PUROHITChartered Accountants

FRN No.101048W

R. D. HangekarPlace : Mumbai PartnerDate : 27th May, 2011 (Membership No. 30615)

9


course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

iv) 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.

v) 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.

vi) 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.

vii) 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.

viii) 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.

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.

ix) The Company does not have accumulated losses as at the balance sheet date. The Company has incurred cash losses for the year under report, but not in the immediately preceding financial year.

x) 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.

xi) 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.

xii) 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.

xiii) 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.

xiv) 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.

xv) 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.

xvi) 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.

xvii) During the year under report, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

xviii) 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.

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

xx) 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.

For Batliboi & PurohitChartered Accountants

FRN No.101048W

Place : Mumbai R. D. HangekarDated : 27.05.2011 Partner

Membership No. 30615

AUDITOR’S REPORTTo the members ofKJMC Global Market (India) Limited1. We have audited the attached Balance Sheet of KJMC Global Market (India)

Limited (“the company”) as at 31st March, 2011 and the Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto (all together referred to as ‘the Financial Statements’). These Financial Statements are the responsibility of the Company’s management. Our responsibility is to express 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 and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial 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 in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 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 the purposes 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 examination of 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 of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting 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 on the balance sheet date from being appointed as a director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to the explanations given to us,the financial statements read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view 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, 2011;

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 & PurohitChartered Accountants

FRN No.101048W

Place : Mumbai R. D. HangekarDated : 27.05.2011 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 fi nancial statements for the year ended on March 31, 2011)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.

d) The company does not have inventory. Hence this clause is not applicable.

ii) 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.

iii) 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


10

BALANCE SHEET AS ON 31ST MARCH 2011

Particulars Schedules As on

31.03.2011 (`)

As on 31.03.2010

(`)

SOURCES OF FUNDS :Shareholders’ Funds a) Share Capital 1 31,364,400 31,364,400 b) Reserves and Surplus 2 164,449,766 208,031,640

Loan Funds Secured Loans 3 11,468,848 60,848,356

Deferred Tax Liability - 8,208,933

T O T A L 207,283,014 308,453,329 APPLICATIONS OF FUNDS : Fixed Assets a) Gross Block 4 6,166,674 6,103,938 b) Less: Depreciation 4,818,567 4,603,589 c) Net Block 1,348,107 1,500,349

Investments 5 162,089,662 128,908,170

Deferred Tax Asset 11,665,212 -

Current Assets, Loans and Advances a) Sundry Debtors 6 5,508,500 71,121,379 b) Cash and Bank Balances 7 1,447,676 1,054,204 c) Loans and Advances 8 38,515,836 124,478,574

45,472,012 196,654,157 Less: Current Liabilities and Provisions a) Current Liabilities 9 12,551,979 16,902,857 b) Provisions 10 740,000 1,706,490

13,291,979 18,609,347 Net Current Assets 32,180,033 178,044,810

T O T A L 207,283,014 308,453,329

SIGNIFICANT ACCOUNTING POLICIES 15NOTES FORMING PART OF THE ACCOUNTS 16

As per our report of even date attached For and on behalf of the Board of Directors For BATLIBOI & PUROHITChartered AccountantsFRN No. 101048W

R. D. Hangekar I. C. Jain Girish Jain Partner Chairman Director Membership No. 30615Place : Mumbai Place : Mumbai Date : 27th May, 2011 Date : 27th May, 2011

11


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011

Particulars Schedules

For the Year ended

31.03.2011(`)

For the Year ended

31.03.2010(`)

INCOME :Professional Fees [TDS ` 968,629/- (TDS ` 642,574/-)] 10,162,090 6,368,223 Brokerage Income [TDS ` 44,275/- (` 59,348/-) ] 268,278 475,051 Other Income 11 565,293 272,390 Profit on sale of investments 2,035,958 1,977,427 Trading Profit on shares 1,229 62,646 Increase in Surrender Value of Key Man Insurance - 7,403,824

Total A 13,032,848 16,559,561 EXPENDITURE :Opening Stock (Stock In Trade) - 5 Sub-Brokerage and Marketing Expenses 225,185 184,931 Salaries and Allowances 12 5,031,383 3,542,853 Professional Fees 3,648,902 2,662,407 Operative and Other Administrative Expenses 13 3,234,828 4,287,623 Financial Charges 14 1,127,669 5,543,986 Loss on Sale of Assets - 12,241 Debts Written off 63,134,274 -

Total B 76,402,241 16,234,046 Profi t / (Loss) before Depreciation and Tax (A-B) (63,369,393) 325,516 Depreciation (214,978) (271,304)Profi t / (Loss) before Taxation (63,584,371) 54,212 Provision for Taxation - Current Tax - - - Deferred Tax 19,874,145 387,307 - MAT Credit 675,964 -Profi t / (Loss) after Taxation (43,034,262) (333,095)Prior year Taxes (547,612) (7,947)Surplus as per last account 57,213,065 57,554,107 Surplus - Balance Carried to Balance Sheet 13,631,191 57,213,065 EARNING PER EQUITY SHARE (Note 12 of schedule 16)Earnings per share (Basic) (13.90) (0.11)Earnings per share (Diluted) (13.90) (0.11)(Face Value of ` 10/- per share)SIGNIFICANT ACCOUNTING POLICIES 15NOTES FORMING PART OF THE ACCOUNTS 16

As per our report of even date attached For and on behalf of the Board of Directors For BATLIBOI & PUROHITChartered AccountantsFRN NO.101048W

R. D. Hangekar I. C. Jain Girish Jain Partner Chairman Director Membership No. 30615Place : Mumbai Place : MumbaiDate : 27th May, 2011 Date : 27th May, 2011


12

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011

Particulars 31st March, 2011

Amount (`)(`)

31st March, 2010 Amount (`)(`)

A Cash Flow from Operating ActivitiesNet Profi t Before Tax and Extraordinary Items (63,584,371) 54,212 Adjustment for:Keyman Insurance -Incremental Surrender Value - (7,403,824)Deffered Expenses Written off - -Depreciation 214,978 271,304 Interest Income - - Dividend Income (527,504) (262,419)Interest and Financial Charges 1,127,669 5,543,986 (Profit)/Loss on Sale of Investments (2,037,186) (2,040,072)(Profit)/Loss on Sale of Assets - 12,242 Prior Period Item (547,612) (7,947)Operating Profi t Before Working Capital Changes (65,354,026) (3,832,519)Adjustment for:Trade and Other Receivable 66,288,843 (3,314,430)Inventories - 5 Trade Payable and Other Liabilities (5,317,368) (883,389)(Increase) / Decrease in Net Current Assets 60,971,475 (4,197,814)Cash generated from Operations (4,382,551) (8,030,333)Direct Taxes Paid (Net of Refund) - (855,539)Cash Flow Before Extraordinary Items (4,382,551) (8,885,872)Extraordinary Items - -Net Cash fl ow from Operating Activities (4,382,551) (8,885,872)

B Cash Flow from Investment ActivitiesPurchase of Investment (48,064,147) (11,793,161)Sale of Investment 16,919,842 15,392,368 Investment in Associate company - - Purchase of Fixed Assets (62,736) (225,120)Issue of Warrants - (123,606)Increase in Share Capital - 763,000 Increase in Share Premium - 469,245 Sale of Fixed Assets - 260,000 Interest Received - - Dividend Received 527,504 262,419 Net Cash Flow from Investing Activities (30,679,537) 5,005,145

C Cash Flow From Financing ActivitiesLoan Taken-Secured (Net of repayments) (49,379,508) 4,747,122 Loan Taken-Unsecured (Net of repayments) - - Loan Given 85,962,738 (764,055)Interest and Finance Charges (1,127,669) (5,543,986)Deposit - - Dividend Paid - - Net Cash Flow from Financing Activities 35,455,561 (1,560,919)

Net Increase in Cash and Cash Equivalents ( A+B+C) 393,473 (5,441,646)Cash and Cash Equivalents at the beginning of the Year 1,054,204 6,495,850 Cash and Cash Equivalents at the close of the Year 1,447,676 1,054,204

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

As per our report of even date attachedFor BATLIBOI PUROHIT & CO. For and on behalf of the Board of DirectorsChartered AccountantsFRN No. 101048W

R. D. Hangekar I. C. Jain Girish Jain Partner Chairman DirectorMembership No. 30615Place : Mumbai Date : 27th May, 2011

13


SCHEDULES ANNEXED TO AND FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011 As at

31.03.2011(`)(`)

As at 31.03.2010

(`)(`)

SCHEDULE - 1SHARE CAPITALAUTHORISED 5,000,000 (5,000,000)Equity Shares of ` 10/- Each 50,000,000 50,000,000

50,000,000 50,000,000 ISSUED, SUBSCRIBED AND PAID UP:3,136,440 (3,136,440) Equity Shares of ` 10/- each fully paid up 31,364,400 31,364,400 (Out of the above, 29,15,940 (29,15,940) Equity Shares of ` 10/- 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 31,364,400 SCHEDULE - 2RESERVES AND SURPLUSGeneral Reserves As per last Balance Sheet A 59,147,000 59,147,000 Share Premium AccountAs per last Balance Sheet 79,621,575 79,152,330 Add : Addition during the year - 469,245

B 79,621,575 79,621,575 Special ReserveAs per last Balance Sheet C 12,050,000 12,050,000 Balance in Profi t Loss Account D 13,631,191 57,213,065

(A+B+C+D) 164,449,766 208,031,640 SCHEDULE - 3SECURED LOANSFrom Banksi) Secured overdraft 7,775,645 8,848,828 (Secured by equitable mortgage of premises belonging to Subsidiary)ii) From LIC - 48,997,000 (Secured against Pledge of Key Man Insurance Policy)iii) Loan against pledge of shares 3,693,203 3,002,528

11,468,848 60,848,356

SCHEDULE - 4 FIXED ASSETS: GROSS BLOCK (At Cost) DEPRECIATION NET BLOCK

PARTICULARS Rateof

Dep.

AS AT 01.04.2010

ADDITIONS DURING

THE YEAR

DEDUCTIONS DURING

THE YEAR

AS AT 31.03.2011

UPTO 01.04.2010

FOR THE YEAR

DEDUCTIONS DURING

THE YEAR

UPTO 31.03.2011

AS AT 31.03.2011

AS AT 31.03.2010

% ` ` ` ` ` ` ` ` ` `

OWNED ASSETS:Building (Office Premises) 5.00% 504,147 - - 504,147 161,223 17,146 - 178,369 325,778 342,924 Furniture & Fixtures 18.10% 2,275,166 - - 2,275,166 1,789,352 87,932 - 1,877,284 397,882 485,814 Office Equipments 13.91% 881,097 30,000 - 911,097 521,028 57,821 - 578,849 332,248 360,069 Computers 40.00% 1,633,864 - - 1,633,864 1,621,265 5,040 - 1,626,305 7,559 12,599 Electrical Fittings 13.91% 717,664 - - 717,664 495,962 30,839 - 526,801 190,863 221,702 Air Conditioners 13.91% 92,000 - - 92,000 14,759 10,744 - 25,503 66,497 77,241 Vehicles 25.89% - - - - - - - - - -Intangiable Assets 33.33% - 32,736 - 32,736 - 5,456 - 5,456 27,280 -(Computer Software)

Total 6,103,938 62,736 - 6,166,674 4,603,589 214,978 - 4,818,567 1,348,107 1,500,349 Previous Year 7,020,179 225,120 1,141,361 6,103,938 5,201,404 271,304 869,119 4,603,589 1,500,349 -


14

SCHEDULE - 5

INVESTMENTS

Long term investments (Non Trade - Quoted)Particulars

Face Value(`)

as on 31-3-2011 as on 31-3-2010Qty Amount (`) Qty Amount (`)

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 Elder Pharmaceuticals Limited 10 2,500 997,381 - - Everest Industries Limited 10 - - 4,400 535,157 Flawless Diamond Limited 10 - - 14,190 78,761 Sancia Global Infraproject Limited 10 300 117,728 300 117,728 HBL Power Systems Limited 1 9,200 314,083 2,500 102,077 Himachal Futuristic Comm. Limited 1 30,000 1,102,188 30,000 1,102,188 ICICI Bank Limited 10 500 634,966 500 634,966 IDBI Bank Limited 10 200 39,190 - - IDEA Celullar Limited 10 1,000 139,065 1,000 139,065 IL& FS Transportation Networth Limited 10 - - 1,500 420,526 IMP Power Limited 10 - - 1,000 285,065 Indiabulls Real Estate Limited 2 8,000 6,203,711 8,000 6,203,711 Indiabulls Financial Services Limited 2 1,000 534,183 1,000 534,183 India Steel Works Limited 1 6,000 40,477 - - Llyod Electric & Engineering Limited 10 5,000 999,091 5,000 999,091 Madhucon Projects Limited 1 4,000 868,545 6,000 2,605,638 IL&FS Engineering & construction company Limited 10 7,000 1,546,709 - - Menon Pistons Limited 10 52,571 6,186,604 - - Menon Bearings Limited 5 100 5,255 - - Murali Industries Limited 2 1,465 230,328 293 230,328 Nuchem Limited. 10 1,000 18,362 1,000 18,362 Nutek India Limited 5 - - 4,248 189,278 Om Metal Infraprojects Limited 1 13,000 1,246,951 13,000 1,246,951 ONGC Limited 10 - - 500 619,624 Peninsula Land Limited 2 1,000 153,534 1,000 153,534 P T C India Limited 10 - - 1,000 162,670 Punj Llyod Limited 2 2,000 1,113,166 2,000 1,113,166 Reliance Communications Limited 5 1,000 783,974 1,000 783,974 Reliance Industries Limited 10 20 17,188 10 17,188 Reliance Infrastructure Limited 10 250 474,935 250 474,935 Rolta India Limited 10 1,000 351,314 1,000 351,314 Siemens Limited 2 1,000 983,587 1,000 983,588 Uflex Limited 10 3,000 334,775 - - Vipul Limited 2 6,000 808,390 3,000 808,390

Total (A) 27,205,228 21,871,007 Investment in Mutual Funds 1,328 1,328

Total (B) 1,328 1,328 Long term Investments (Non Trade - Unquoted)Bombay Stock Exchange Limited 1 46,982 18,792,800 46,982 18,792,800 KJMC Commodities Market India Limited 10 202,500 2,025,000 157,500 1,575,000 KJMC Capital Market Services Limited 10 5,000,000 53,142,535 5,000,000 53,142,535 KJMC Credit Marketing Limited 10 - - 25,000 2,605,500 Vishnu Vijay Packagers Limited 10 30,000 900,000 30,000 900,000

Total (C) 74,860,335 77,015,835 (in Wholly owned subsidiaries)KJMC Shares & Securities Limited 10 3,002,000 30,020,000 3,002,000 30,020,000 KJMC Credit Marketing Limited 10 50,000 12,450,271 - -

Total (D) 42,470,271 30,020,000 Investments- Preference Shares KJMC Financial Services Limited 10 85,000 17,552,500 - -

Total (E) 17,552,500 -Grand Total (A+B+C+D+E) 162,089,662 128,908,170

AbstractAggregate Amount of Quoted Investments 27,206,556 21,872,335 Aggregate market Value Quoted Investments 13,871,362 8,389,865 Aggregate Amount of unquoted Investments 134,883,106 107,035,835

15


SCHEDULES ANNEXED TO AND FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011

As at31.03.2011

(`)(`)

As at31.03.2010

(`)(`)

SCHEDULE - 6

SUNDRY DEBTORS (Unsecured and considered good)

Debts outstanding for more than 6 months 4,610,658 67,778,450

Others 897,842 3,342,929

[` Nil (` 19,85,400) due from a partnership firm where the director is partner]

5,508,500 71,121,379

SCHEDULE - 7

CASH AND BANK BALANCES

Cash on hand 449,945 452,068

Bank Balances in current Account with Scheduled Banks 997,731 602,136

1,447,676 1,054,204

SCHEDULE - 8

LOANS AND ADVANCES (Unsecured and Considered Good)

Advances recoverable in cash or kind for value to be received 5,010,231 69,143,538

Deposits 32,829,641 55,335,036

MAT Credit Entitlement 675,964 -

38,515,836 124,478,574

SCHEDULE - 9

CURRENT LIABILITIES

Sundry Creditors 11,303,859 13,700,630

Sundry Creditors for expenses 534,679 555,920

Other Liabilities 713,441 808,919

Interest accrued but not due - 1,837,388

12,551,979 16,902,857

SCHEDULE - 10

PROVISIONS

Provision for Taxation 740,000 1,706,490

740,000 1,706,490

SCHEDULE -11

OTHER INCOME

Dividend on Equity Shares 527,504 262,394

Dividend on Mutual Funds - 25

Other Income 37,789 -

Credit balances written back - 9,971

565,293 272,390

SCHEDULE -12

SALARIES AND ALLOWANCES

Salaries, Bonus and Allowances 4,855,019 3,355,728

Provident Fund and Other Statutory Funds 39,949 9,664

Staff Welfare, Medical, Leave Encashment , LTA , etc. 136,415 177,461

5,031,383 3,542,853


16

SCHEDULES ANNEXED TO AND FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011

As at31.03.2011

(`)(`)

As at31.03.2010

(`)(`)

SCHEDULE - 13

OPERATING AND OTHER ADMINISTRATIVE EXPENSES

Advertisement 170,101 133,798

Auditors Remuneration 53,050 40,000

Books and Periodicals 32,685 8,188

Business Promotion Expenses 221,920 238,934

Conveyance 233,819 322,707

Electricity Charges 288,383 425,286

General Expenses 295,441 293,795

Insurance Charges 40,205 46,478

Legal Fees 334,112 1,267,055

Motor Car Expenses 242,595 237,845

Office Maintenance Charges - 7,100

Postage and Courier 39,262 26,814

Printing and Stationery 101,738 102,393

Repairs and Maintenance

- Building - -

- Others 33,441 23,138

Securities Transaction Tax 39,094 29,954

Society Maintenance Charges 263,639 243,321

Subscription and Fees 232,497 257,567

Telephone Expenses 306,552 311,274

Tour and Traveling Expenses 306,294 271,976

3,234,828 4,287,623

SCHEDULE - 14

FINANCIAL CHARGES

Bank Charges / Commission 45,041 54,143

Interest paid to LIC 367,477 4,598,523

Interest Paid (Others) 379,533 2,527

Interest paid to Banks 335,618 888,793

1,127,669 5,543,986

17


SCHEDULE – 15SIGNIFICANT 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 the Accounting

Standards prescribed by the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956 in material 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 be made

that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual result could differ from those estimates. Any revision to accounting estimates is recognised prospectively in future periods.

3. Investments Current investments: Current investments are valued at the lower of cost arrived on weighted average basis and market value . Long term investments : Long term Investments are valued at cost. For long term investments, provision for diminution in value is made wherever there is 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 are made.

Accordingly all investments are long-term investments and are valued at cost. 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 the manner

prescribed under schedule XIV of the Companies Act, 1956. Software purchased for internal use being an intangible asset as per AS-26 issued by Institute of Chartered Accountants of India is amortized systematically on

straight line basis over its useful life of three years.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 that have

been enacted or substantially enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a certainty that the asset will be adjusted in future.

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 accrual basis. 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 the lower of cost arrived on weighted average basis and market price.10. Employee Benefi ts: 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 applicability

of the said statute and as such no provision has been made for the said liability.

SCHEDULE – 16NOTES FORMING PART OF ACCOUNTS1. Contingent Liabilities not provided for ` 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. Remuneration to Executive Director (Amount in `)

Sr. No. Particulars As on 31st March 2011 As on 31st March 2010

a) Salary 765,000 765,000b) Perquisites 315,000 305,000

Total 1,080,000 1,070,000

4. CIF Value of Imports – ` Nil (` Nil)5. Expenditure in Foreign Currency – ` Nil (` 194,000)6. Remittances in Foreign Currency – ` Nil (` Nil)7. Earnings in Foreign Currency – ` Nil (` Nil)

8. Auditors Remuneration include payments in respect of:

(Amount in `)

Particulars For the year ended31st March, 2011

For the year ended31st March, 2010

Audit Fees 30,000 30,000Tax Audit Fees 10,000 10,000Other Services 13,050 -Total 53,050 40,000


18

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

Particulars As on 31st March, 2011 As on 31st March, 2010Fixed Assets (`) 3,895 5,155Keyman Insurance Income during the year (`) Nil 19,331,813Business Loss (`) 11,507,686 (11,128,035)Short Term Capital Loss (`) 153,631 -Deffered tax (Liability)/Asset (`) 11,665,212 (8,208,933)

10. Management expects that it would be in a position to pay normal tax within the period specified under the Income Tax Act 1961 and hence MAT Credit has been recognized.

11. Debtors includes ` 44,40,058/- being amount recoverable from Shree Vindhya Paper Mills Ltd. The Management is pursuing recovery from the party through summary suit before Bombay High Court which is likely to be decided shortly . Management is hopeful of recovery and hence no provision is made in the books of accounts.

12. Earnings Per Share:

Particulars For the Year ended31st March, 2011

For the Year ended31st March, 2010

Net Profit / (Loss) after Taxation (`) (43,034,262) (333,095)Weighted Average No. of Shares 3,136,440 3,119,717Face Value (`) 10.00 10.00Earnings Per Share (Basic) (`) (13.90) (0.11)Earnings Per Share (Diluted) (`) (13.90) (0.11)

13. Related party disclosures under Accounting Standard 18: List of related parties 1) Parties where control exists Subsidiaries : KJMC Shares and Securities Limited : KJMC Credit Marketing Limited 2) Other parties with whom the company has entered into transactions during the year a) Associates KJMC Financial Services Limited KJMC Capital Market Services Limited KJMC Asset Management Company Limited KJMC Investment Trust Company Limited KJMC Commodity Market India Limited b) Key Management Personnel Rajnesh Jain Girish Jain c) Enterprises over which key management personnel is able to exercise signifi cant infl uence Puja Impex Private Limited Transactions during the year with related party: (` In Lacs)

S.No.

Nature of Transactions with related parties

Party where control exists Associates Key Management

Personnel

Enterprises over which key management personnel is able to exercise signifi cant

infl uence

31-03-2011 31-03-2010 31-03-2011 31-03-2010 31-03-2011 31-03-2010 31-03-2011 31-03-2010

1 Advance against expenses - - 3.96 - - - - -2 Deposit given - - - - - - - -3 Loans and Advances given - - 20.00 11.73 - - - -4 Loan Received - - 9.23 - - - 40.00 -5 Sale of Shares - - - 7.50 - - - -6 Purchase of Shares - - - - - - 175.10 -7 Issue of Warrants - - - - - - - -8 Salary - - - - 10.80 10.70 - -

Total - - 33.19 19.23 10.80 10.70 215.10 -Outstanding as at year end

1 Net Receivables - - 0.05 9.28 292.96 292.96 34.90 250.002 Net Payables - - 113.04 137.00 - - - -

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

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

As per our report of even date attached For and on behalf of the Board of DirectorsFor BATLIBOI & PUROHITChartered AccountantsFRN No.101048W

R. D. Hangekar I. C. Jain Girish JainPartner Chairman DirectorMembership No.30615Place: Mumbai Place: MumbaiDate : 27th May 2011 Date : 27th May 2011

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 31.03.2011

II Capital raised during the year (Amount in ` Thousands)

Public Issue NIL Rights Issue NIL

Bonus Issue NIL Private Placement NIL

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

Total Liabilities 207,283 Total Assets 207,283

Sources of Funds Application of Funds

Paid up Capital 31,364 Net Fixed Assets 1,348

Reserves & Surplus 164,450 Investments 162,090

Secured Loan 11,469 Net Current Assets 32,180

Unsecured Loan - Deferred Tax Asset 11,665

Deferred tax liability (Net) Accumulated Losses -

IV Performance of Company (Amount in ` Thousands)

Turnover 13,032 Total expenses 76,618

Profit / (loss) before tax (63,584) Profit / (loss) after tax (43,034)

Earning per share in ` (13.90) 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

Place : Mumbai I .C. Jain Girish Jain

Date : 27th May, 2011 Chairman Director

FINANCIAL INFORMATION OF THE SUBSIDIARY COMPANIES FOR THE YEAR ENDED 31ST MARCH, 2011.(` in lacs)

Particulars Name of the Subsidiary

KJMC Shares and Securities Limited

KJMC Credit Marketing Limited

Paid up capital 300.20 5.00

Reserves 1.36 213.95

Total Assets including investments 305.49 313.22

Investments 22.07 -

Total Liabilities (Excluding Paid up capital & Reserves) 3.93 94.27

Turnover 1.46 2.10

Profit/(Loss) before Tax 0.56 (11.83)

Provision for taxation 0.17 0.05

Profit/ (loss) after Tax 0.39 (11.88)

Dividend Proposed - -


20

CONSOLIDATED BALANCE SHEET AS ON 31 ST MARCH 2011

Particulars Schedules As on

31.03.2011 (`)

As on 31.03.2010

(`)SOURCES OF FUNDS : (1) Shareholders’ funds a) Share capital 1 31,364,400 31,364,400 b) Reserves and Surplus 2 183,153,708 206,559,914 (2) Loan funds a) Secured loans 3 11,468,848 60,848,356 b) Unsecured loans 4 7,500,000 6,480,000 (3) Deferred tax liability (Net) 448,598 8,600,591

T O T A L 233,935,554 313,853,261 APPLICATIONS OF FUNDS :(1) Fixed assets a) Gross block 5 35,655,481 14,195,114 b) Less: Depreciation 7,910,489 7,429,038 c) Net block 27,744,992 6,766,076 (2) Goodwill 11,950,271 2,105,500 (3) Investments 6 121,825,927 96,302,671 (4) Deferred Tax Asset 11,665,212 - (5) Current assets, loans and advances a) Current assets 7 7,576,261 72,608,178 b) Loans and advances 8 68,336,548 156,459,634

75,912,809 229,067,812 Less: Current liabilities and provisions a) Current liabilities 9 14,392,422 18,673,078 b) Provisions 10 771,235 1,715,720

15,163,657 20,388,798 Net current assets 60,749,152 208,679,014

T O T A L 233,935,554 313,853,261 Significant Accounting Policies 15 - Notes Forming Part Of The Accounts 16As per our report of even date attached For and on behalf of the Board of DirectorsFor BATLIBOI & PUROHITChartered AccountantsFRN No.101048W

R. D. Hangekar I. C. JAIN GIRISH JAINPartner Chairman DirectorMembership No. 30615Place : Mumbai Place : MumbaiDate : 27th May,2011 Date : 27th May,2011

CONSOLIDATED PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31st MARCH, 2011

Particulars

Schedules For the Year ended 31.03.2011

(`)

For the Year ended 31.03.2010

(`)INCOME :Professional fees[TDS ` 969,431/- (` 667,072/-)

10,193,264 6,360,783

Brokerage income [TDS ` 44,275/- (` 59,348)] 268,278 475,051 Other income [TDS ` 12,682/- (` 2,849/-)] 11 891,270 705,459 Sale of shares 1,229 62,646 Increase in Surrender Value of Key Man Insurance - 7,403,824 Profit on Sale of Investments 2,035,958 1,977,427 Closing stock (stock in trade ) - -

13,389,999 16,985,190 EXPENDITURE :Opening stock (stock In trade) - 5 Sub-brokerage and marketing expenses 225,185 184,931 Salaries and allowances 12 5,031,383 3,563,278 Operative and other administrative expenses

13 3,372,769 4,317,057

Financial charges 14 2,181,017 5,549,592 Professional fees 3,660,618 2,620,327 Loss on sale of asset - 12,241 Dimunition in value of Shares - 249,999 Debts Written Off 63,151,643 -

77,622,615 16,497,430 Profi t / (Loss) before depreciation and tax (64,232,616) 487,760 Depreciation 481,452 547,383 Less :- Adjusted with Revalution Reserve 2,931 -

478,521 547,383 PROFIT / (LOSS) BEFORE TAXATION (64,711,137) (59,623)Provision for Taxation - Current Tax (17,262) - - Deferred Tax 19,817,205 (431,783) - MAT Credit 727,280 -PROFIT / (LOSS) AFTER TAXATION (44,183,914) (491,406)Prior period Item net - income/ (expenses) (616,993) (7,942)Surplus as per last account 55,741,339 56,240,687 BALANCE CARRIED TO BALANCE SHEET 10,940,432 55,741,339 Earnings per share (basic) (14.28) (0.16)Earnings per share (diluted) (14.28) (0.16)(Face Value of ` 10/- per share)Significant Accounting Policies 15Notes Forming Part Of The Accounts 16As per our report of even date attached For and on behalf of the Board of Directors For BATLIBOI & PUROHITChartered AccountantsFRN No.101048W

R .D. Hangekar I. C. JAIN GIRISH JAINPartner Chairman Director Membership No. 30615Place : Mumbai Place : MumbaiDate : 27th May, 2011 Date : 27th May, 2011

AUDITORS’ REPORTTo the Board of DirectorsKJMC Global Market (India) Limited1. We have examined the attached consolidated Balance Sheet of KJMC Global Market (India) Limited and it’s subsidiaries (collectively, ‘the group’) as at 31st March,

2011 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 that date. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on 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 obtain reasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit 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 KJMC Global Market (India) Ltd., and its subsidiaries 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 KJMC Global Market (India) Ltd., and its subsidiaries together with the Significant Accounting Policies and other notes appearing in Schedule, we are of the opinion that 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 subsidiaries as at 31st March 2011.

b) 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 subsidiaries for the year then ended and

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

For Batliboi & Purohit Chartered Accountants

FRN No.101048W

Place: Mumbai R. D. HangekarDated: 27/05/2011 Partner Membership No. 30615

21

Global Market (India) Limited (Consolidated)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011Particulars 31st March,

2011 Amount (`)

31st March, 2010

Amount (`)A Cash Flow from Operating Activities

Net Profi t Before Tax and Extraordinary Items (64,711,137) (59,623)Adjustment for:Keyman Insurance -Incremental Surrender Value - (7,403,824)Deffered Expenses Written off - -Depreciation 478,521 547,383 Interest Income (90,498) (23,455)Dividend Income (536,584) (262,419)Interest and Financial Charges 2,181,017 5,544,097 (Profit)/Loss on Sale of Investments (2,037,187) (1,790,073)(Profit)/Loss on Sale of Assets - 12,241 Prior Period Item (616,993) (7,942)Operating Profi t Before Working Capital Changes (65,332,861) (3,443,615)Adjustment for:Trade and Other Receivable 65,612,879 (3,314,430)Inventories - - Trade Payable and Other Liabilities (5,225,141) (2,485,323)(Increase)/ Decrease in Net Current Assets 60,387,738 (5,799,753)Cash generated from Operations (4,945,123) (9,243,368)Direct Taxes Paid (Net of Refund) (17,262) 1,643,501 Cash Flow Before Extraordinary Items (4,962,385) (7,599,868)Extraordinary Items - -Net Cash fl ow from Operating Activities (4,962,385) (7,599,868)

B Cash Flow from Investment ActivitiesPurchase of Investment (37,800,411) (11,793,161)Sale of Investment 14,314,341 15,392,368 Investment in Associate company (9,844,771) - Purchase of Fixed Assets (62,735) (255,120)Issue of Warrants - (123,606)Increase in Share Capital - 763,000 Increase in Share Premium - 469,245 Sale of Fixed Assets - 260,000 Interest Received 90,498 23,455 Dividend Received 536,584 262,419 Net Cash Flow from Investing Activities (32,766,494) 4,998,599

C Cash Flow From Financing ActivitiesLoan Taken-Secured (Net of repayments) (49,379,508) 4,747,122 Loan Taken-Unsecured (Net of repayments) 1,020,000 (524)Loan Given 88,850,366 (2,434,953)Interest and Finance Charges (2,181,017) (5,544,097)Deposit - -Dividend Paid - -Net Cash Flow from Financing Activities 38,309,841 (3,232,452)Net Increase in Cash and Cash Equivalents ( A+B+C) 580,962 (5,833,721)Cash and Cash Equivalents at the beginning of the Year 1,486,799 7,320,520 Cash and Cash Equivalents at the close of the Year 2,067,761 1,486,799

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

As per our report of even date attachedFor BATLIBOI PUROHIT & CO. For and on behalf of the Board of DirectorsChartered AccountantsFRN No.101048W

R. D. Hangekar I. C. JAIN GIRISH JAINPartner Chairman DirectorMembership No. 30615Place :Mumbai Date: 27th May, 2011

SCHEDULES ANNEXED TO AND FORMNG PART OF CONSOLIDATEDACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011

As at 31.03.2011

(`)

As at 31.03.2010

(`)

SCHEDULE - 1

SHARE CAPITAL

AUTHORISED

50,00,000 (50,00,000) Equity Shares of` 10/- Each

50,000,000 50,000,000

50,000,000 50,000,000

ISSUED, SUBSCRIBED AND PAID UP :

31,36,440 (31,36,440) Equity Shares of` 10/- each fully paid up

31,364,400 31,364,400

(Issued in consideration other than cash )

(Transferred under the Scheme of Arrange-ment from KJMC Financial Services Limited.)

31,364,400 31,364,400

SCHEDULE - 2

RESERVES AND SURPLUS

General Reserves

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

Share Premium Account - -


Add : Addition during the year - 469,245

79,621,575 79,621,575

Special Reserve


Revaluation Reserve

As per Last Balance Sheet - -

Add: Addition During the year 21,394,701 -

21,394,701 -Balance in Profi t and Loss Account 10,940,432 55,741,339

183,153,708 206,559,914

SCHEDULE - 3

SECURED LOANS

From Banks

i) Overdraft facility with Union Bank Of India 7,775,645 8,848,828

(Secured by equitbale mortgage of a premises belonging to Subsidiary )

ii) From LIC - 48,997,000

(Secured against Pledge of Key Man Insurance Policy)

iii) Loan against pledge of shares 3,693,203 3,002,528

11,468,848 60,848,356

SCHEDULE - 4

UNSECURED LOANS

From Others 7,500,000 6,480,000

7,500,000 6,480,000

SCHEDULE : 5 FIXED ASSETS:

GROSS BLOCK (At Cost) DEPRECIATION NET BLOCKPARTICULARS Rate

ofDep.

%

AS AT 01.04.2010

ADDITIONS DURING

THE YEAR

DEDUCTIONS DURING

THE YEAR

AS AT 31.03.2011

UPTO 01.04.2010

FOR THE YEAR

DEDUCTIONS DURING

THE YEAR

UPTO 31.03.2011

AS AT 31.03.2011

AS AT 31.03.2010

` ` ` ` ` ` ` ` ` `

OWNED ASSETS:Building (Office Premises) 5.00% 8,536,628 21,397,632 - 29,934,260 2,928,813 283,286 - 3,212,099 26,722,161 5,607,815 Furniture & Fixtures 18.10% 2,275,166 - - 2,275,166 1,789,352 87,932 - 1,877,284 397,882 485,814 Office Equipments 13.91% 881,097 30,000 - 911,097 521,028 57,821 - 578,849 332,248 360,069 Computers 40.00% 1,692,559 - - 1,692,559 1,679,123 5,374 - 1,684,497 8,062 13,436 Electrical Fittings 13.91% 717,664 - - 717,664 495,962 30,839 - 526,801 190,863 221,702 Air Conditioners 13.91% 92,000 - - 92,000 14,760 10,744 - 25,504 66,496 77,240

Intangiable Assets 33.33% - 32,735 - 32,735 - 5,455 - 5,455 27,280 -(Computer software)Total 14,195,114 21,460,367 - 35,655,481 7,429,038 481,451 - 7,910,489 27,744,992 6,766,076 Previous Year 15,081,355 255,120 1,141,361 14,195,114 7,750,774 547,383 869,119 7,429,038 6,766,076 -


22

SCHEDULE - 6 : INVESTMENTSParticulars Face Value

(`)As at 31st March, 2011 As at 31st March, 2010

Qty Amount (`) Qty Amount (`)Long term investments (Non Trade - Quoted)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 Elder Pharmaceuticals Limited 10 2,500 997,381 - - Everest Industries Limited 10 - - 4,400 535,157 Flawless Diamond Limited 10 - - 14,190 78,761 Sancia Global Infraproject Limited 10 300 117,728 300 117,728 HBL Power Systems Limited 1 9,200 314,083 2,500 102,077 Himachal Futuristic Comm. Limited 1 30,000 1,102,188 30,000 1,102,188 ICICI Bank Limited 10 500 634,966 500 634,966 IDBI Bank Limited 10 200 39,190 - - IDEA Celullar Limited 10 1,000 139,065 1,000 139,065 IL& FS Transportation Networth Limited 10 - - 1,500 420,526 IMP Power Limited 10 - - 1,000 285,065 Indiabulls Real Estate Limited 2 8,000 6,203,711 8,000 6,203,711 Indiabulls Financial Services Limited 2 1,000 534,183 1,000 534,183 India Steel Works Limited 1 6,000 40,477 - - Llyod Electric & Engineering Limited 10 5,000 999,091 5,000 999,091 Madhucon Projects Limited 1 4,000 868,545 6,000 2,605,638 IL&FS Engineering & construction company Limited 10 7,000 1,546,709 - - Menon Pistons Limited 10 52,571 6,186,604 - - Menon Bearings Limited 5 100 5,255 - - Murali Industries Limited 2 1,465 230,328 293 230,328 Nuchem Limited 10 1,000 18,362 1,000 18,362 Nutek India Limited 5 - - 4,248 189,278 Om Metal Infraprojects Limited 1 13,000 1,246,951 13,000 1,246,951 ONGC Limited 10 - - 500 619,624 Peninsula Land Limited 2 1,000 153,534 1,000 153,534 P T C India Limited 10 - 1,000 162,670 Punj Llyod Limited 2 2,000 1,113,166 2,000 1,113,166 Reliance Communications Limited 5 1,000 783,974 1,000 783,974 Reliance Industries Limited 10 20 17,188 10 17,188 Reliance Infrastructure Limited 10 250 474,935 250 474,935 Rolta India Limited 10 1,000 351,314 1,000 351,314 Siemens Limited 2 1,000 983,587 1,000 983,588 Uflex Limited 10 3,000 334,775 - - Vipul Limited 2 6,000 808,390 3,000 808,390

Total (A) 27,205,228 21,871,007 Investment in Mutual Funds 1,328 1,328

Total (B) 1,328 1,328 Long term Investments (Non Trade - Unquoted)Bombay Stock Exchange Limited 1 46,982 18,792,800 46,982 18,792,800 KJMC Commodities Market India Limited 10 202,500 2,025,000 157,500 1,575,000 KJMC Capital Market Services Limited 10 5,000,000 53,142,535 5,000,000 53,142,535 Vishnu Vijay Packagers Limited 10 30,000 900,000 30,000 900,000 Bhubneshwar Stock Exchange Limited 1 20,000 20,000 20,000 20,000 Prime Picture Private Limited 10 25,000 1 25,000 1 Shree Vindhya Paper Mills Limited 10 33,639 2,186,535 - -

Total (C) 77,066,871 74,430,336 Investments- Preference Shares KJMC Financial Services Limited 10 85,000 17,552,500 -

Total (D) 17,552,500 -Grand Total (A+B+C+D) 121,825,927 96,302,671

AbstractAggregate Amount of Quoted Investments 27,206,556 21,872,335 Aggregate market Value Quoted Investments 13,871,362 8,389,865 Aggregate Amount of unquoted Investments 94,619,371 74,430,336

23


SCHEDULES ANNEXED TO AND FORMNG PART OF CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011

As at 31.03.2011

(`)

As at 31.03.2010

(`)

SCHEDULE - 7

CURRENT ASSETS

Sundry Debtors

(Unsecured and considered good)

Debts outstanding for more than 6 months 4,610,658 67,778,450

Others 897,842 3,342,929

5,508,500 71,121,379

Cash and Bank Balances

Cash on hand 459,895 452,068

Balance with Scheduled Banks

- In current account 1,347,006 786,811

- In fixed deposits 235,878 211,472

Interest Accrued 24,982 36,448

2,067,761 1,486,799

SCHEDULE - 8

LOANS AND ADVANCES

Advances recoverable in cash or kind for value to be received 34,405,627 101,074,598

Deposits 33,203,641 55,385,036

MAT Credit Entitlement 727,280 -

68,336,548 156,459,634

SCHEDULE - 9

CURRENT LIABILITIES

Sundry Creditors 11,303,859 14,329,410

Sundry Creditors for expenses 541,297 703,236

Unclaimed Dividend - -

Other Liabilities 2,547,266 1,803,044

Interest Accrued but not due - 1,837,388

14,392,422 18,673,078

SCHEDULE - 10

PROVISIONS

Provision for Tax 771,235 1,715,720

771,235 1,715,720

SCHEDULE - 11

OTHER INCOME

Interest Income 90,498 25,267

Dividend 536,584 262,419

Rent 180,000 360,000

Other Income 84,188 57,773

891,270 705,459

SCHEDULE - 12

SALARIES AND ALLOWANCES

Salaries, Bonus and Allowances 4,855,019 3,376,153

Provident Fund and Other Statutory Fund 39,949 9,664

Staff Welfare, Medical, Leave Encashment, LTA 136,415 177,461

5,031,383 3,563,278


24

SCHEDULES ANNEXED TO AND FORMNG PART OF CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011

As at 31.03.2011

(`)

As at 31.03.2010

(`)SCHEDULE -13OPERATIVE AND OTHER ADMINISTRATIVE EXPENSESAdvertisement 204,291 137,548 Auditors Remuneration 66,286 52,133 Books and Periodicals 32,685 8,188 Business Promotion Expenses 221,920 238,934 Conveyance 240,944 322,737 Electricity Charges 288,383 425,286 General Expenses 313,119 299,160 Insurance Charges 40,205 46,478 Legal Fees 334,111 1,270,209 Motor Car Expenses 242,595 237,845 Office Maintainence Charges - 7,100 Postage and Courier 39,262 26,814 Printing and Stationery 102,452 102,393 Profession Tax 4,000 4,000 Repair and Maintainence - Buildings - - - Others 33,441 23,138 Rent 60,000 -Securities Transaction Tax 39,094 29,954 Society Maintainence Charges 263,639 243,321 Subscription and Fees 233,497 258,567 Telephone Expenses 306,551 311,274 Tour and Travelling Expenses 306,294 271,978

3,372,769 4,317,057

SCHEDULE -14FINANCIAL CHARGESInterest paid to Banks 335,618 888,793 Interest paid to LIC 367,477 4,598,524 Interest Paid (Others) 1,422,449 2,527 Bank Charges / Commission 55,473 59,748

2,181,017 5,549,592

SCHEDULE – 15SIGNIFICANT ACCOUNTING POLICIES1. Basis of Preparation KJMC Global Market (India) Limited has prepared the consolidated financial statements by consolidating its accounts with its wholly owned subsidiaries in

accordance with Accounting Standard 21 (Consolidated Financial Statements) of the ICAI.2. Principles of consolidation The consolidated financial statements have been prepared based on a line-by-line consolidation of the financial statement of KJMC Global Market (India)

Limited and its subsidiaries KJMC Shares and Securities Limited and KJMC Credit Marketing Limited. The effect of intercompany transactions and balances are eliminated in consolidation.

3. Companies included in Consolidation. KJMC Shares and Securities Limited and KJMC Credit Marketing Limited, the wholly owned subsidiaries.4. Accounting System: 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 relevant provisions of the Companies Act, 1956 in material respect and to the extent applicable.

5. Use of estimates The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be

made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognized in the period in which the results are known/materialise.

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

lower Long term trade investments: Long term trade Investments are valued at cost. For long term trade investments, provision for diminution in value is made

wherever there is a permanent reduction in market price. 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 are

made. Accordingly all investments are long-term investments and are valued at costs. The cost is determined on Weighted Average Method basis.7. 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 the manner prescribed under schedule XIV of the Companies Act, 1956.

25


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 been enacted or substantially enacted as on the balance sheet date. The deferred tax asset is recognized and carried forward only to the extent that there is a certainty that the asset will be adjusted in future. Deferred tax on timing differences which reverse during the tax holiday is not recognized.

9. Revenue Recognition:

Revenue is being recognized as and when there is reasonable certainty of its ultimate realization 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 on loans 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 the date of transactions. Monetary foreign currency assets and liabilities are translated into the reporting currency as on the balance sheet date and differences are dealt with in Profit & Loss Account.

11. Amortization of expenses:

Amortization of deferred revenue expenditure is done over expected period of future benefit.

12. 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.

13. Stock in Trade:

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

14. Employee Benefi ts:

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 applicability of 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 – 16

NOTES FORMING PART OF CONSOLIDATED ACCOUNTS

1. Contingent Liabilities not provided for - ` 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. a) Remuneration to Executive Director (Amount in `)

Sr. No. Particulars As on 31st March 2011 As on 31st March 2010

a) Salary 765,000 765,000

b) Perquisites 315,000 305,000

Total 1,080,000 1,070,000

b) Expenditure relating to prior period - ` 616,993/- (` 7,942/-)

c) Income relating to prior period - ` NIL (` NIL)

4. Auditors Remuneration include payments in respect of:

Sr. No. Particulars As on 31st March, 2011 As on 31st March, 2010

a) Audit Fees (`) 43,236 42,133

b) Tax Audit Fees (`) 10,000 10,000

c) Certification & other matters (`) 13,050 -

Total 66,286 52,133

5. 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 of Stock in Trade is the same as per holding company and hence not repeated again.

6. CIF Value of Imports – ` Nil (` Nil )

7. Expenditure in Foreign Currency – ` Nil (` 194,000/-)

8. Remittances in Foreign Currency – ` Nil (` Nil)

9. Earnings in Foreign Currency – ` Nil (` Nil)


26

10. Related party disclosures under Accounting Standard 18:

List of related parties

a) Associates

KJMC Financial Services Limited

KJMC Capital Market Services Limited

KJMC Asset Management Company Limited

KJMC Investment Trust Company Limited

KJMC Commodities Market India Limited

b) Key Management Personnel

Rajnesh Jain

Girish Jain

c) Enterprises over which key management personnel is able to exercise signifi cant infl uence :

Puja Impex Private Limited

Transactions during the year with related parties

(` in Lacs)

Sr. No. Nature of Transactions with related parties

Associates Key Management Personnel

Enterprises over which key manage-

ment personnel is able to exercise signifi cant

infl uence31-03-2011 31-03-2010 31-03-2011 31-03-2010 31-03-2011 31-03-2010

1 Advance against expenses 3.96 - - - - -2 Reimbursement of expenses received 9.78 8.77 - - - -3 Reimbursement of expenses paid 0.22 0.02 - - - -4 Service Charges received 0.46 0.43 - - - -5 Interest Paid 10.18 - - - -6 Interest received - 0.01 - - - -7 Rent received 1.50 - - - - -8 Purchase of shares - - - - 175.10 -9 Sale of Shares - 7.50 - - - -

10 Deposit received 16.48 - - - - -11 Unsecured Loan received 10.20 - - - - -12 Unsecured Loan Paid 75.00 - - - - -13 Salary - - 10.80 10.70 - -14 Loan & Advances given/repaid 20.00 11.73 - - - -15 Loan & Advances received/Paid back 205.23 - - - 40.00 -

Outstanding as at year end1 Net Receivables 100.05 305.28 292.96 292.96 34.90 250.002 Net Payables 129.52 218.02 - - - -

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

(Amount in `)

Particulars As on 31st March, 2011 As on 31st March, 2010Fixed Assets 834,618 847,523Keyman Insurance Income during the year - 19,331,813Business Loss (11,897,601) (11,578,745)Short Term Capital Loss (153,631) -Deffered tax Liability/(Asset) 448,598 8,600,591Deferred tax Liability /(Asset) (11,665,212) -

12. Earnings Per Share:

Particulars 31-03-2011 31-03-2010(a) Profit/(Loss) after Tax (`) 44,183,914 491,406(b) The weighted average Number of Equity Share (Nos.) 3,136,440 3,119,717(c) Face value (`) 10 10(d) Earnings per Share (Basic) (`) (14.28) 0.16(e) Earnings per Share (Diluted) (`) (14.28) 0.16

13. The main business of the companies being Merchant Banking / Capital Market operations, and as such there are no separate segments as specified in the Segment Reporting (AS 17), which needs to be reported.

14. The previous year’s figures have been regrouped or rearranged wherever necessary in order to conform to this year’s presentation and shown in brackets.

As per our report of even date attachedFor BATLIBOI & PUROHIT For and on behalf of the Board of DirectorsChartered AccountantsFRN No.101048WR. D. Hangekar I. C. Jain Girish JainPartner Chairman DirectorMembership No.30615Place: Mumbai Place: MumbaiDated: 27th May 2011 Dated: 27th May 2011

27


(FOR MEMBERS HOLDING SHARES IN PHYSICAL FORM)

Date : To,Bigshare Services Private Limited Unit : KJMC Global Market (India) LimitedE-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka,Andheri (East), Mumbai - 400072.

Dear Sir,

Subject : Green Initiative in the Corporate Governance – registration of email address

Reference : Folio No..................................................

I/we hereby give my / our consent to register the following email address(es) to receive documents such as, notice calling annual general meeting, annual report comprising of balance sheet, profit and loss account, cash flow statement, directors' report, auditors' report, etc. or to receive any other document prescribed under any law, through electronic mode.

E-mail Address.........……….......……….......……………………………………………..............................

Thanking you,Yours faithfully,

Name:

Signature ofFirst Shareholder

Name:

Signature ofSecond Shareholder

Name:

Signature ofThird Shareholder

----------------------------------------------------------------TEAR HERE----------------------------------------------------------------

(FOR MEMBERS HOLDING SHARES IN ELECTRONIC FORM)

Members, who hold shares in electronic form, are requested to register email address with the Depository Participant, by a written communication quoting your DP ID and Client ID, to receive documents such as, notice calling annual general meeting, annual report comprising of balance sheet, profit and loss account, cash flow statement, directors' report, auditors' report, etc. or to receive any other document prescribed under any law, through electronic mode.

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A T T E N D A N C E S L I P

Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

I/We hereby record my/our presence at the Thirteen Annual General Meeting of the Company at S.K. Somani Memorial Hall, Hindi Vidya Bhavan, 79, Marine Drive, F Road, Mumbai - 400 020 at 4.15 p.m. on Saturday, 24th September, 2011.

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 Shares held Client Id**Application for investors holding shares in electronic form

Tear Here" " " "

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.

P R O X Y F O R M

I/We, of

being a Member(s) of the above named

Company hereby appoint Shri/Smt of

or failing him/her

Shri/Smt. of as my/our

proxy to vote for me/us and on my/our behalf at the Thirteen Annual General Meeting of the Company on

Saturday, 24th September, 2011 and any adjourment thereof.

Membership Folio No. DP.ID*

No. of Share held Client Id*

Signed this day of 2011.

* Application for investors holding shares in electronic form

Note: The Proxy must be deposited at the Registered office of the Company not less than 48 hours before the time fixed for holding the meeting.

AffixRe. 1/-

RevenueStamp

Registered Office:168, Atlanta, 16th Floor,Nariman Point, Mumbai - 400 021.

If undelivered, please return to:


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