DGP Securities Ltd

Your Directors have pleasure in presenting their 73rd Annual Report on the affairs ofthe Company together with the Audited Statement of Accounts for the year ended 31st March,2010:

financial results

overall performance and outlook

The operation of the Company for the year under review resulted in a profit before taxof Rs. 224.54 lacs (Previous Year Rs.207.66 lacs).

The Company continues to be a trading member of National Stock Exchange of India Ltd.However, the Company had temporarily suspended the stock market operations and isexploring various options with regard to re-commencing the same.

The outlook for the coming year is favourable.

Reserves of your Company now stand at Rs. 2,975.25 Lacs.

dividend

Your Directors are pleased to recommend for your consideration, a dividend of Re. 0.50per equity share (5%) on the equity share capital of the Company (Previous year Re. 1/-per equity share [10%]).

directors' responsibility statement

Pursuant to the requirements under section 217(2AA) of the Companies Act, 1956 withrespect to Directors' Responsibility Statement, it is hereby confirmed:

i) that in the preparation of the annual accounts for the financial year ended 31stMarch 2010, the applicable accounting standards have been followed along with properexplanation relating to material departures.

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that year under review.

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) That the Directors have prepared the accounts for the financial year ending 31 stMarch, 2010 on a 'going concern' basis.

SUBSIDIARY

Pursuant to the provisions of Section 212 of the Companies Act, 1956, the AuditedAccounts as of 31 st March, 2010 together with the reports of the Directors and Auditorsof the subsidiary company viz. DGP Capital Management Limited are attached.

DELISTING OF EQUITY SHARES

Pursuant to the approval of the Members at the Extra-ordinary General Meeting held on28th April, 2009 for voluntary delisting of equity shares from the Bombay Stock ExchangeLtd. (BSE), your Company has been Delisted from the BSE w.e.f. 24th July, 2009.

DIRECTORS

Mr. M. J.Tibrewala demised on 8th January, 2010. The Company places on record it'sappreciation for the valuable services rendered by Mr. Tibrewala during his tenure asDirector.

Mrs. Shalini Piramal, Director retires by rotation and being eligible, offers herselffor re-appointment. A proposal seeking her re-appointment is provided as part of theNotice of the ensuing Annual General Meeting.

PUBLIC DEPOSITS

The Company has not invited or accepted any Public Deposits during the financial yearunder report and does not plan to invite or accept any deposit(s) during the currentfinancial year.

AUDITORS

M/s. M. L. Bhuwania & Company, Chartered Accountants, retire at the ensuing AnnualGeneral Meeting and being eligible, have expressed their willingness to continue, if soappointed. As required under the provisions of Section 224 of the Companies Act, 1956,your Company has obtained a written certificate from the Auditors proposed to bere-appointed to the effect that their re-appointment, if made, would be in conformity withthe limits specified in the said section.

A proposal seeking their re-appointment is provided as part of the Notice of theensuing Annual General Meeting. COMPLIANCE CERTIFICATE

Pursuant to proviso to Section 383A of the Companies Act, 1956, a certificate from theCompany Secretary in whole-time practice in respect of compliance by the Company with allprovisions of the Companies Act,1956, is annexed to this report.

CONSERVATION OF ENERGY ETC.

As the Company is not engaged in any manufacturing activity, there are no particularsto be disclosed under the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988 as regards conservation of energy or technology absorption.

Further, during the year under review, the Company has neither earned nor spent anyforeign exchange. PARTICULARS OF EMPLOYEES

The Company has no employee whose remuneration details are required to be providedunder the purview of the provisions of Section 217(2A) of the Companies Act, 1956, readwith the Companies (Particulars of Employees) Rule, 1975.

ACKNOWLEDGEMENT

Yours Directors record their gratitude to the financial institutions, banks and othergovernment departments for their assistance and co-operation during the year.

COMPLIANCE CERTIFICATE

To,

The Members,

DGP SECURITIES LIMITED

We have examined the registers, records, books and papers of DGP SECURITIES LIMITED(Regd. No. 11 - 2651) (the Company) as required to be maintained under the Companies Act,1956, (The Act) and the rules made there under and also the provisions contained in theMemorandum and Articles of Association of the Company for the financial year ended on 31stMarch 2010. In our opinion and to the best of our information and according to theexaminations carried out by us and explanations furnished to us by the Company and itsofficers 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 thiscertificate as per the provisions and rules made there under and all entries therein havebeen duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure 'B' to thiscertificate with the Registrar of Companies, Regional Director, Central Government,Company Law Board or other authorities within the time prescribed under the Act and therules made there under.

3. The Company is a Public Limited Company and hence comments are not required.

4. The Board of Directors duly met five times respectively on 1st April, 2009, 30thJune, 2009, 30th July, 2009, 29th October, 2009 and 5th February, 2010 in respect of whichmeetings proper notices were given and the proceedings were properly recorded and signedincluding the Minutes Book maintained for the purpose.

5. The Company closed its Register of Members, and/or Debenture holders from Wednesday,the 23rd September, 2009 to Wednesday, the 30th September, 2009 (both days inclusive).

6. The Annual General Meeting for the financial year ended on 31st March 2009 was heldon 30th September, 2009 after giving due notice to the Members of the Company and theresolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. An Extra-Ordinary General Meeting was held during the financial year on 28th April,2009.

8. The Company has not advanced any loan to its Directors and/ or persons firms orcompanies referred in Section 295 of the Act

9. The Company has duly complied with the provisions of Section 297 of the Act inrespect of contracts specified in that Section

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

11. There were no instances falling within the purview of Section 314 of the Act.

12. The Company has not issued any duplicate share certificate during the financialyear under review.

13. The Company has:

(i) Delivered all the certificates on allotment of securities and on lodgment thereoffor transfer or any other purpose in accordance with the provisions of the Act.

(ii) Deposited the amount of dividend declare in a separate bank account on which iswithin 5 days from the date of declaration of such dividend.

(iii) Paid/Posted warrants for dividend to all the Members within a period of 30 daysfrom the date of declaration.

(iv) Transferred the amounts in unpaid dividend account to Investor Education andProtection Fund.

(v) Duly complied with the requirements of Section 217 of the Act

14. The Board of Directors of the Company is duly constituted. And no appointment ofdirectors, additional directors, alternate directors, and directors to fill casualvacancies during the financial year.

15. The Company has not appointed any Managing Director/Whole-Time Director, Managerduring the financial year.

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 other authorities prescribedunder the various provisions of the Act during the financial year.

18. The Directors have disclosed their interest in other firms/Companies to the Boardof Directors pursuant to the provision of the Act and the rules made there under.

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

20. The Company has not bought back Equity shares during the financial year.

21. There was no redemption of preference shares or debentures during the financialyear.

22. There were no transactions necessitating the company to keep in abeyance rights todividend / rights shares and bonus shares pending registration of transfer of shares.

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

24. The Company amount borrowed by the Company from other bodies corporate during thefinancial year ending 31-03-2009 are within the borrowing limits of the Company

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

26. The Company has not altered the provisions of the Memorandum with respect to thesituation of the Company's Registered Office from one State to another during the yearunder scrutiny.

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

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

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

30. The Company has not altered its Articles of Association during the year underscrutiny.

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

32. The Company has not received any money as security from its employees during thefinancial year under certification.

33. The Company has not deducted any contribution towards Provident Fund during thefinancial year as the Act is not applicable to the Company.

Annexure A

Registers as maintained by the Company :

1. Register of Members u/s. 150.

2. Minutes Book of Meeting.

3. Book of Accounts u/s. 209.

4. Register of Directors, Managing Director, Manager and Secretary u/s. 303.

5. Register of Directors shareholding u/s. 307. /

6. Register of Transfer.

7. Declaration u/s. 299 Received.

8. Register of Contracts u/s. 301.

Annexure B

Forms and Returns as filed by the Company with the Registrar of the companies, RegionalDirector, Central Government or other authorities during the financial year ending on 31stMarch 2010.