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    PROJECT REPORT

    On

    ANALYSIS OF CONSUMER BEHAVIORTOWARDS SHARE TRADING AND

    SALES PROMOTION OF INDIABULLSSECURITIES LTD

    In the partial fulfillment of the two year full time PGDBM(Equivalent to MBA)

    Project GuideFaculty Guide

    Mr. Vijay Babbar MissRashmi SundryalDivisional Sales Head

    NDIMIndianbulls Securities Ltd. New DelhiNew Delhi

    Submitted by:

    Uttam SethRoll No: 68

    PGDBM (2004-06)

    New Delhi Institute of Management60-61 Tughlakabad Institutional Area \

    New Delhi-110062

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    ACKNOWLEDGEMENTS

    I would like to express my sincere thanks to Indiabulls

    Securities Ltd., Delhi for giving me the opportunity to carry out the

    Summer Internship Program in their organization. The whole period

    spent with the organization has been of immense learning experience

    about the Indian Stock Market.

    Preparing a project of such a kind is not an easy task in itself and I

    am sincerely thankful to all those people who help me lot, in

    preparing and completing this project.

    I am grateful to Indiabulls Securities Ltd. who has given me this

    opportunity to carry out the project Analysis of Consumer

    Behavior Towards Share Trading and Sales Promotion of

    Indiabulls Securities Ltd. A study on investors perception their

    behavior about equities.

    I sincerely thank to Mr. Vijay Babbar (Divisional Sales Head,

    Indiabulls Securities Ltd., Delhi) for providing me this valuable

    learning opportunity.

    I would also like to thank Ms. Rashmi Sundryal Faculty Guide,

    NDIM- Delhi for her valuable guidance and insight amidst her busy

    schedule.

    Finally I would like to thank Mr. Vineet Chandani (Relationship

    Manager) my project supervisor without his help and guidance the

    completion of this project would have become difficult task.

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    INDEX

    OBJECTIVE

    HISTORY OF STOCK EXCHANGE

    COMPANY PROFILE

    a) Introduction

    b) Philosophy

    c) History and other corporate matters overview

    SHARE TRADING

    ORGANIZATION CHART

    PRODUCTS AND SERVICES

    INDIABULLS IN NEWS 2005

    RESEARCH METHODOLOGY

    FINDINGS AND ANALYSIS

    RECOMMENDATIONS

    BIOBLIOGRAPHY

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    EXECUTIVE SUMMARY

    Investing in equities in a market like India is speculative and involves

    risk that may be greater than other types of investment strategies.

    Before investing an Investor should be careful enough about him

    investment decision to avoid erosion of wealth. As seen in the recent

    times the volatility of market is more detrimental to the retail

    investors as it seems to be lucrative for speculative gains of short

    duration of time. Hence an investor has to evaluate his options

    carefully for a prudent investment, keeping long-term horizon in

    mind.

    The report has tried to bring out the parameters those are of

    paramount importance to general public dealing in an equity trading

    on day-today and delivery base trading. The working methodology

    has been discussed i.e. the data collection methods, sampling

    methods and the survey questionnaire methods. Thee questionnaire

    prepared is designed so as to cover a wide range of customer touch

    points

    The report given a view about the investors perception that what

    they think while making investments in shares.

    A sample of 100 people was selected randomly and survey was done

    as per the parameters of the questionnaire. The results of every

    parameter have been included in this report and shown graphically

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    (Pie Charts, bar graphs etc.) A complete structure of the research

    design has been included.

    Apart from above discussed points the brief history of Indiabulls

    Securities Ltd, its business diversification and a brief introduction

    about the concept of share trading.

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    OBJECTIVE

    To study investors behavior towards different attributes such as

    risk, return, liquidity etc. of investment in Equities.

    To study the issues and challenges that investors face while

    making investment in share market.

    To study the preferences and perceptions of investors regarding

    various financial products from the stable of Indiabulls Securities

    Ltd. so that the firm can benefit from the findings of the report in

    launching any new investment product in future.

    To study the consumers perception in respect of investment in

    shares Trading.

    To study about Risk Management with the help of equities.

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    HISTORY OF STOCK EXCHANGE

    The only stock exchanges operating in the 19th century were those of

    Bombay set up in 1875 and Ahemadabad set up in 1894. These were

    organized as voluntary non-profit making organization of brokers to

    regulate and protect their interests. Before the control on securities

    trading became a central subject under the constitution in 1950, it

    was a state subject and the Bombay securities contract (CONTROL)

    Act of 1952 used to regulate trading in securities. Under this Act, the

    Bombay stock exchanges in 1927 and Ahemadabad in 1937.

    During the war boom, a number of stock exchanges were organized

    in Bombay, Ahemadabad and other centers, but they were not

    recognized. Soon after it became a central subject, central legislation

    was proposed and a committee headed by A.D. Gorwala went into

    the bill for securities regulation. On the basis of committees

    recommendations and public discussions the securities contracts

    (regulations) Act became law in 1956.

    Definition of Stock Exchange

    Stock exchange means anybody or individuals whether incorporated

    or not, constituted for the purpose of assisting, regulation or

    controlling the business of buying, selling or dealing in securities.

    It is an association of member brokers for the purpose of self

    regulation and protecting the internets of its members. It can operateonly if it is recognized by the Govt. under the securities contract

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    (regulation) Act, 1956 the recognition is granted under section 3 of

    Act by the Central Govt. ministry of finance.

    Byelaws

    Beside the above act, the securities contract (regulation) rules were

    also made in 1975 to regulate certain matter of trading on Stock

    Exchange. These are also byelaws of the exchanges, which are

    concerned with following subjects.

    Opening/Closing of the Stock Exchange, timing of trading, regulation

    of blank transfer, regulation of Badla or carryover business, control of

    statement, and other activities of stock exchange, fixation of

    margins, fixation market price or making price, regulation of intraday

    (jobbing), regulation of broker trading, brokerage charges, trading

    rules on exchanges, attribution and settlement of disputes,

    settlement and clearing of the trading etc.

    Regulation of stock exchange

    The securities contract (regulation) is the basis of the stock exchange

    in India. No exchange can operate legally without the Govt.

    permission or recognition. Stock exchanges are given monopoly in

    certain areas under section 19 of the above Act to ensure that the

    control and regulation are facilitated. Recognition can be granted to a

    stock exchange provided certain condition are satisfied and the

    necessary information is supplied to the government. Recognition can

    also be withdrawn, if necessary. Where there are no stock

    exchanges, the government can license some of the brokers to

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    perform the function of stock exchange in its absence.

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    SECURITIES AND EXCHANGE BOARD OF

    INDIA (SEBI)

    SEBI was setup as an autonomous regulatory authority by the

    Government of India in 1988to perform the interest of investors in

    the securities and to promote the development of, and to regulate

    the securities market and for matters connected therewith or

    incidental thereto. It is empowered by two Acts namely the SEBI

    act, 1992 and the securities contract (regulation) Act 1956 to

    perform the function of protecting investors right and regulating the

    capital market.

    Bombay Stock Exchange

    The stock exchange, Mumbai, popularly known as BSE was

    established in 1875 as The Native share and stock broker

    association,as a voluntary non-profit making association. It has an

    evolved over the year into its present status as the premiere stock

    exchange in the country. It may be noted that the stock exchanges

    the oldest one in the Asia, even older than the Tokyo Stock

    Exchange, which was founded in 1878.

    The Exchange, while providing an effective and transparent market

    for trading in securities, uphold the interest of the investors and

    ensure redressed of their grievances, whether against the companies

    or its own member brokers. It also strives to educate and enlighten

    the investors by making available necessary informative inputs and

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    conducting investor education programmes.

    A governing board comprising of 9 elected directors, 2 SEBI

    nominees, 7 public representatives and an executive director is the

    apex body, which decides the policies and regulates the affairs of the

    exchanges.

    The executive director as the chief executive officer is responsible for

    the day today administration of the exchange. The average daily

    turnover of the exchange during the year 2000-01 (April-March) was

    Rs. 3984.19 crores and average number of daily trades 5.69 lakhs.

    However the average daily turn over of the exchange during the year

    2001-02 has declined to Rs. 1244.10 crores and number of average

    daily trades during the period to 5.17 lakhs.

    The average daily turn over of the exchange during the year 2002-03

    had declined and number of average daily trades during the period is

    also decreased.

    The Ban on all deferral products like BLESS AND ALBM in the Indian

    capital markets by SEBI with effects from July 2, 2001, abolition of

    account period settlements, in all scripts traded on the exchanges

    with effect from Dec 31, 2001, etc., have adversely impacted the

    liquidity and consequently there is a considerable decline in the daily

    turn over at the exchange. The average daily turn over of the

    exchange present scenario is 110363 (laces) and number of average

    daily trades 1057 (laces).

    BSE Indices

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    In order to enable the market participants analysis etc., to track the

    various ups and downs in the Indian stock market, the Exchange has

    introduced in 1986 an equity stock index called BSE-SENSEX that

    subsequently became the barometer of the moments of the share

    prices in the Indian Stock market. It is a Market capitalization

    weighted index of 30 components stocks representing a sample of

    large, well-established and leading companies. The base year of

    Sensex is 1978-79. The Sensex is widely reported in both domestic

    and international markets through print as well as electronic media.

    Sensex is calculated using a market capitalization weighted method.

    As per this methodology, the level of the index reflects the total

    market value of all 30-component stocks form different industries

    related to particular base period. The total market value of a

    company is determined by multiplying the price of its stock by the

    number of shares outstanding. Statisticians call an index of a set of

    combined variables (such as price and number of shares) a

    composite Index. An Indexed number is used to represent the

    results of this calculation is order to make the value easier to work

    with the track over a time. It is much easier to graph a chart based

    on Indexed values than one based on actual values world over

    majority of the well-known Indices are constructed using Market

    capitalization weighted method.

    In practice, the daily calculation of SENSEX is done dividing the

    aggregate market value of the 30 companies in the Index Divisor.

    The keeps the Index comparable over a period or time and if the

    reference point for the entire Index maintenance adjustments.

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    SENSEX is widely used to describe the mood in the Indian Stock

    Markets. Base year average is changed as per the formula new base

    year average = old base year average* (new market value/old

    market value).

    National Stock Exchange

    The NSE was incorporated in Now 1992 with an equity capital of

    Rs. 25 crores. The international securities consultancy (ISE) of Hong

    Kong has helped in setting up NSE. ISE has prepared the detailed

    business plans and installation of hardware and software systems.

    The promotions for NSE were financial institutions, insurance

    companies, banks an SEBI capital market ltd., Infrastructure leasing

    and financial services ltd. and stock holding corporation ltd.

    It has been set up to strengthen the move towards

    professionalisation of the capital market as well as provide nation

    wide securities trading facilities to investors.

    NSE is not an exchange in the traditional sense where brokers own

    and mange the exchange. A two tier administrative set up involving

    a company board and a governing abroad of the exchange is

    envisaged.

    NSE is a national market for share PSU bonds, debentures and

    government securities since infrastructure and trading facilities are

    provided.

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    NSE-NIFTY

    The NSE on April 22, 1996 launched a new equity Index. The NSE-

    50. The new index, which replaces the existing NSE-100 index, is

    expected to serve as an appropriate Index for the new segment of

    futures and options.Niftymeans National Index for Fifty Stocks.The

    NSE-50 comprises 50 companies that represent 20 board Industry

    groups with an aggregate market capitalization of around Rs.

    1,70,000 crores. All companies included in the Index have a market

    capitalization in excess of Rs. 500 crores each and should have

    traded for 85% of trading days at an impact cost of less than 1.5%.

    The base period for the close of prices on Nov 3, 1995, which makes

    one year of completion of operation of NSEs capital market segment.

    The base value of the Index has been set at 1000.

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    NSE-MIDCAP INDEX

    The NSE madcap Index or the Junior Nifty comprises 50 stocks that

    represents 21 abroad Industry groups and will provide proper

    representation of the madcap segment of the Indian capital Market.

    All stocks in the index should have market capitalization of greater

    than Rs. 200 crores and should have traded 85% of the trading days

    at an impact cost of less 2.5 %.

    The base period for the index is Nov 4, 1996, which signifies two

    years for completion of operations of the capital market segment of

    the operations. The base value of the Index has been set at 1000.

    Average daily turn over of the present scenario 258212 (Laces) and

    number of averages daily trades 2160 (Laces).

    At present, there are 24 stock exchanges recognized under

    the securities contact (regulation) Act, 1956.

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    INTRODUCTION

    Indiabulls Group is one of the country's leading business houses with business interests in

    Power, Financial Services, Real Estate and Infrastructure. Indiabulls Group companies are

    listed in Indian and overseas financial markets. The Net worth of the Group is Rs 18,593

    Crore and the total planned capital expenditure of the Group by 2013-14 is Rs 35,000 Crore.

    Indiabulls Securities (ISL) is one of India's leading capital markets companies providing

    securities broking and advisory services. Indiabulls Securities also provides depository

    services, equity research services and IPO distribution to its clients and offers commodities

    trading through a separate company.

    These services are provided both through on-line and off-line distribution channels.

    Indiabulls Securities is a pioneer of on-line securities trading in India. Indiabulls Securities

    in-house trading platform is one of the fastest and most efficient trading platforms in the

    country. Indiabulls Securities has been assigned the highest rating BQ-1 by CRISIL.

    Indiabulls Securities Ltd is India's leading capital markets company with All-India Presence

    and an extensive client base. The company is engaged in the securities brokerage industry.

    They provide range of services to their clients in securities brokerage, including equities,

    commodities, wholesale debt, futures and options, depositary services, research services,

    insurance, initial public offering (IPO), and mutual fund distribution.

    They have a pan India presence with a network of 123 branches spread across 70 cities. The

    company's primary business activity is to carry on business of stock and share broker on

    National Stock Exchange of India Ltd and Bombay Stock Exchange Ltd, and other related

    ancillary services.

    They are a depositary participant with the National Securities Depository Ltd (NSDL) and

    Central Depository Services (India) Ltd (CDSL) for settlement of dematerialized shares.

    They perform clearing services for all securities and commodities transactions. The

    company is the first and only brokerage house in India to be assigned the highest rating BQ-

    1 by CRISIL. They possesses state of the art trading platform, best broking practices and is

    the pioneer in trading product innovations.

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    Power Indiabulls, in-house trading platform, is one of the fastest and most efficient trading

    platforms in the country. Their subsidiaries include Indiabulls Commodities Limited,

    Devata Tradelink Ltd, Indiabulls Distribution Services Ltd and Indiabulls Brokerage Ltd.

    Indiabulls Securities Ltd was incorporated on June 9, 1995 as a private limited company

    with the name GPF Securities Pvt Ltd. The name of the company was changed to Orbis

    Securities Pvt Ltd on December 15, 1995 to change the profile of the company and

    subsequently due to the conversion of the company into a public limited company, the name

    was further changed to Orbis Securities Ltd on January 5, 2004. The name of the company

    was again changed to Indiabulls Securities Ltd on February 16, 2004 so as to capitalize on

    the brand image of the term 'Indiabulls' in the company name.

    During the year 2007-08, pursuant to a court approved composite scheme of arrangement

    inter-alia between the company, Indiabulls Financial Services Ltd and Indiabulls Credit

    Services Ltd and their respective shareholders and creditors, the securities broking and

    advisory business of Indiabulls Financial Services Ltd comprising of business providing

    advisory business with respect to risk management, equity analysis and securities data

    management, securities brokerage including equities, wholesale debt, futures and options,

    depository services, research services, mutual fund and IPO distribution its clients which

    Indiabulls Financial Services Ltd carries on by itself and through their subsidiaries including

    the company, a registered member of the BSE and NSE and Indiabulls Commodities Pvt Ltd

    which is a member of National Commodities Derivatives Exchange of India and Multi

    Commodity Exchange and operates the business of an intermediary for trading in securities

    and derivatives was transferred by the way of de-merger and vested with the company.

    The de-merger of Indiabulls Securities Ltd was effective form December 24, 2007. As per

    the scheme, every shareholder of Indiabulls Financial Services Ltd as on January 8, 2007,received a share of Indiabulls Securities Ltd. In January 9, 2008, the company incorporated

    Devata Tradelink Ltd as a subsidiary company. The equity shares of the company were

    listed on National Stock Exchange of India Ltd and Bombay Stock Exchange Ltd with

    effect from April 2, 2008 and GDRs were listed on Luxembourg Stock Exchange with effect

    from July 16, 2008.

    During the year 2008-09, the company formed wholly owned subsidiary company namely

    Indiabulls Brokerage Ltd. During the year 2009-10, the company formed a wholly owned

    subsidiary company, namely, Indiabulls Distribution Services Ltd. They opened 58,224 new

    equity trading accounts during the year. Also, they added 8,612 new trading accounts for

    commodities during the year.

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    In December 2009, they created a full fledged division for institutional sales. The company

    is focused on building a long term stable business with emphasis on retail brokerage that

    does not rely on highly-leveraged trading clients. Their position will be further strengthened

    by the set-up of their Institutional Equity business and their future foray into Portfolio

    Management, Wealth Management and Investment Banking.

    Other main listed companies:

    Indiabulls Housing Finance Ltd. (IBHFL)is Indias 3rd largest Housing Finance

    Company (HFC). The company is registered as a Housing Finance Company (HFC) and is

    regulated by the National Housing Bank (NHB). IBHFL is a leading provider of home

    loans, loan against properties and commercial vehicle loans.

    The company has a loan asset book of over Rs. 34,400 Cr and has, since inception,

    disbursed over Rs. 71,000 Cr to over 5.5 lakh customers.

    With a net worth of over Rs. 5,300 Cr, IHFL is one of the best capitalized companies

    amongst its peer with a CRAR of 18.47% as at March 31st, 2013. Further, the company is

    one of the least levered amongst its peer set with a net debt-to-equity ratio of only 4.67. Thecompany enjoys a credit rating of AA+.

    IBHFL has 200 well appointed and customer accessible walk-in branches spread across the

    country. Companys national and International reach is further enhanced from tie-ups

    with Yes Bank and Doha Bank

    Indiabulls Real Estate (IBREL) is among India's top Real Estate companies with

    development projects spread across residential complexes, integrated townships,

    commercial office complexes, hotels, malls, Special Economic Zones (SEZs) and

    infrastructure development. Indiabulls Real Estate partnered with Farallon Capital

    Management LLC of USA to bring the first FDI into real estate in the country.

    The company has a networth of Rs 7,403 Crore and has purchased prime land, mostly in the

    metros and other Tier 1 cities worth Rs 4,000 Crore in government auctions alone.

    Indiabulls Real Estate is currently developing 71.55 million sqft into premium quality, high-

    end commercial, residential and retail spaces. The company has been assigned 'A+' rating.

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    Indiabulls Power (IBPOW) is currently developing Thermal Power Projects with an

    aggregate capacity of 5400 MW. The first unit is expected to go on stream in May 2012.

    The net worth of Indiabulls Power is Rs 5,507 Crore. The company has a total capital

    expenditure of Rs 27,500 Crore. The company has been assigned 'BBB' rating.

    Products

    Indiabulls Securities Limited (ISL) is the pioneer in Retail Broking Industry having a pan

    India presence and providing services to a customer base exceeding half a million. ISL is in

    the business of providing securities broking and advisory services and is a corporate

    member of capital market, wholesale debt market and derivative segment of NSE and of the

    capital market and derivative segment of BSE. ISL is the first and only brokerage house to

    be assigned the highest rating BQ-1 by CRISIL.

    The company through various types of brokerage accounts provides product and services

    related to purchase and sale of securities listed in NSE and BSE. It also provides depository

    services, equity research services, mutual fund, IPO distribution to its clients. The company

    provides these services through on-line and off-line distribution channel.

    1) Power Indiabulls

    Power Indiabulls (PIB)is the advanced online trading platform from Indiabulls Securities

    Limited. PIB provides the best in the class internet trading features and delivers a seamless

    and rich online trading experience for its users. PIB comes with a whole host of online

    features for the internet trading users ranging from real-time stock prices, to live trading

    reports, charting, News Room. PIB provides an integrated online trading platform for the

    internet trading community to invest in equity, F&O, Online IPOs and base their decision on

    sound fundamental research and technical analysis. It also provides various kinds of trading

    reports,each developed to cater to internet trading users distinct needs.

    With whole host of advanced online trading features, PIB aims to fulfill the needs of

    every genre of investors & help them gain profits in every possible way.

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    Why PIB?

    PIB is the internet based stock trading application, which provides you an unparalleled edge

    to trade in Indian stock markets. Here are some of the compelling reasons, why you should

    subscribe for Power Indiabulls (PIB)

    Integrated market watch for Equities and Derivatives

    Live Streaming Quotes

    Fast Order Entry

    Tic by Tic Live Intraday Charts

    Technical Analysis

    Live Market News

    Customizable Alerts

    Extensive Reports

    Real Time Market Statistics

    World Market Summary

    Introducing Intraday Futures

    2) Indiabulls Signature Account

    With Indiabulls Signature account you will always remain on top of your investments. It

    provides you the platform to trade in Equity and Derivatives. With an unmatched service

    and nationwide presence, the Indiabulls Signature account comes bundled with a variety of

    exclusive features.

    Ease of trading With Indiabulls Signature account you have the flexibility to

    place your orders either by logging on the website, calling at the branch or walking

    in the branch.

    Dedicated Service Branch and Relationship Manager: You can get in touch with

    your Relationship Manager and Service Branch for all your trading related

    requirements.

    Power Indiabulls (PIB): You can trade smarter and faster using the Power

    Indiabulls application. Access the broad spectrum of sophisticated trading tools andget an edge in the stock markets.

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    Online Payment Gateways: Use our online payment gateways facility and get

    instant credit in your Trading Account. We currently provide online gateway

    payment facility with five major banksHDFC, ICICI, AXIS, CITI and IDBI.

    IPOs Indiabulls provides you the flexibility to apply in ongoing IPOs through

    either online or offline channels. For applying online, you do not need to fill tedious

    forms and write cheques. You can apply conveniently in IPOs from the comfort of

    your home / office through our Website/PIB. For applying offline, you can contact

    your Relationship Manager/ Service Branch.

    Portfolio Tracker: You can track your investments online through our portfolio

    tracker functionality. You can conveniently track the daily movement, notional /

    booked profits and losses in your portfolio.

    Equity Analysis Report

    A qualified and dedicated team of equity analysts at

    Indiabulls publishes various research reports. You can view these reports to gain

    insight into the companies of your interest.

    News Room: The News Room provides real-time news from stock-markets,

    corporate sector, economy and other segments that have a bearing on the market

    sentiment.

    Market Statistics: This functionality facilitates tracking the market trend by

    providing you real time data on top gainers, top losers, volume toppers and most

    volatile stocks.

    Mobile Power Indiabulls (MPIB): MPIB is a mobile-phone based application,

    developed exclusively for Indiabulls customers. Using MPIB, you can view the live

    market rates of your favorite stocks and futures contracts on your mobile device.

    Thus with MPIB, you can always remain connected with the market, even on the

    move.

    Electronic Contract Notes on Email: This facility enables you to get digitallysigned Electronic Contract Notes on email within 24 hours of executing trades in

    your Trading Account.

    Introducing Intraday Futures: Intraday Futures Product enables you to take

    intraday positions in various future contracts at lower margins. These positions have

    to be necessarily squared-off at the day end.

    Comprehensive Reports: Track your financials and portfolio efficiently through

    various reports like Ledger Statements, Account Summary, Net Portfolio Report,

    Daily Transaction Report, Daily Transaction report etc.

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    HISTORY AND OTHER CORPORATE MATTERS

    OVERVIEW

    Indiabulls Financial Services Limited was incorporated on January10, 2000 as M/s

    Orbits InfoTech Private Limited at New Delhi under the Companies Act, 1956 with

    Registration No. 55 103183. The name of the Company was changed to M/s. Indiabulls

    Financial Services Private Limited on March 16, 2001 due to change in the main

    objects of the Company from Infotech business to Investment & Financial Services business.

    It became a Public Limited Company on February 27, 2004 and the name of Company was

    changed to M/s. Indiabulls Financial Services Limited. Company was promoted by three

    engineers from IIT Delhi, and has attracted more than Rs.700 million as investments from

    venture capital, private equity and institutional investors such as LNM India Internet

    Ventures Ltd., Transatlantic Corporation Ltd., Farallon Capital Partners, L.P., R R Capital

    Partners L.P., and Infinity Technology Trustee Pvt. Ltd. and has developed significantrelationships with large commercial banks such as Citibank, HDFC Bank, Union Bank,

    ICICI Bank, ABN Ambro Bank, Standard Chartered Bank, Lord Krishna Bank and IL&FS.

    Company and there subsidiaries have facilities from the above mentioned banks and financial

    institutions aggregating to Rs. 1760 million.

    Companies headquarters are co-located in Mumbai and Delhi, allowing it to access the two

    most important regions for Indian financial markets, the Western region including Mumbai,

    rest of Maharashtra and Gujarat; and the Northern region, including the National

    Capital Territory of Delhi, nearby cities, parts of Haryana, Uttar Pradesh and Punjab; and

    access the highly skilled and educated workforce in these cities.

    The Marketing and Sales efforts are headquartered out of Mumbai; with a regional

    headquarter in Delhi; and its back office, risk management, internal finances etc. are

    headquartered out of Delhi, allowing our Company to scale these processes efficiently for the

    nationwide network.

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    Main Objects Of The Company:

    The main objects to be pursued by the Company on its incorporation are:

    1. To hold investments in various step-down subsidiaries for investing, acquiring,

    holding, purchasing or procuring equity shares, debentures, bonds, mortgages, obligations,

    securities of any kind issued or guaranteed by our Company.

    2. To provide financial consultancy services; to provide investment advisory services on the

    internet or otherwise; provide financial consultancy in the area of personal and corporate

    finance; publish books and CD ROMs and any other information related to the above.

    3. To conduct the business of sale, purchases, distribution and transfer of shares, debts,

    instruments and hybrid financial instruments and to perform all related, incidental, ancillary

    and allied services.

    4. To conduct depository participant services; to conduct de materialization and

    re-materialization of shares; set up depository participant centers at various regions in

    India and to perform all related, incidental, ancillary and allied services.

    5. To receive funds, deposits and investments from the public, Government agencies,

    financial institutions and Corporate bodies; grant advances and loans; conduct advisory

    services related to banking activities, project financing, funding of mergers and acquisition

    activities; fund management and activities related to money market operations.

    6. To carry on the business of portfolio management services, investment advisory services;

    custodial services; asset management services; leasing and hire purchase; mutual fund

    services and to act as brokers of real estate and financial instruments.

    7. To carry on the business of financing; provide lease and hire purchase services; to

    provide consultancy in the area of lease and hire purchase financing.

    8. To operate mutual funds; receive funds from investors; equity or debt instrument

    research activity instrument in debt and/or equity instruments.

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    Key Business Strategies

    Their focus on the client has allowed Company and its subsidiaries to offer a range of

    services that have changed the investing landscape and created a new model of financial

    services that melds people and technology to provide an integrated human assisted

    technology interface service for investors who range from self-directed full-time active

    investor to those who prefer to deal with through a marketing associate in smaller towns and

    cities. Their key strategies include:

    Defend and maintain their differentiation as the firm that delivers ethical and useful

    services

    Build and expand investing insight through product offerings such as Equity

    Analysis which is objective,

    Uncomplicated and not driven by commission

    Give clients new levels of choice tailored to their desire for help, tools for investing their

    assets, their willingness to pay for additional services and the level of business they can do

    with the company.

    Provide clients with tools, relationship managers and choices that support their desired

    investment outcomes. Indiabulls has developed a client specific approach as a core element

    of its business strategy and are constantly focusing on acquiring new clients and expanding

    their customer base.

    They believe that the strong secular growth of the Indian financial Markets, due to increased

    household penetration of financial assets; increasing liquidity and market capitalization of

    Indian Markets, led by the listing of many public sector entities; and the increasing affluence

    of Indian households and savers provides an impetus to the growth perspective.

    They believe that this diversification and growth strategy will continue to produce

    results and allow Company and its subsidiaries to grow business at a rapid pace irrespective

    of market conditions.

    In addition, management believes that the growth of the Indian financial markets, due

    to increased household penetration of financial assets; increasing liquidity and market

    capitalization of Indian markets, led by the listing of many public sector entities; and the

    increasing affluence of Indian households and savers, favors our long term growth outlook.

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    The core pillars of our business strategy are discussed below: Increase the

    Number of Client Relationships

    They are focused on increasing the number of client relationships through a wide network of

    offices throughout India and having more number of relationship managers to service these

    relationships. They plan to grow their business by growing the number of client

    relationships. During a downturn of the markets they believe that increased number of client

    relationships will add stability to their earnings.

    Offer Diversified Financial Products & Services

    Capture

    Greater Share of Wallet

    Company and its subsidiaries offer to their clients a wide range of financial services and

    products allowing the clients to leverage their relationship with Indiabulls and get

    products suiting their varied needs. This strategy allows them to gain share of walletof

    the clients consumption of financial services. They offer to the client a comprehensive

    product offering and are able to increase their revenues per client by selling different

    products to the same client. Indiabulls offer equity, debt & derivatives brokerage, IPO

    distribution, mutual funds and insurance products. Their strategy is to increase the

    number of client relationships and then leverage those client relationships into offering in a

    whole suite of financial products.

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    Multiple Channels Enhance Customer Experience and

    Opportunities to interact with us

    These multiple channels provide flexibility to the clients and allow them to utilize their

    existing business Relationship with them through any channel from any part of India.

    Companys strategy is to provide the most convenient, efficient and value added channel to

    the client at the lowest possible cost, and allow the clients with choice and varied access

    points. Indiabulls believe that their multiple channel strategy has been particularly

    effective in the affluent segment where many sophisticated clients like to have a close-by

    office they can access and yet have the flexibility of Internet account management,

    transactions and electronic funds transfer and settlement.

    Relationship Manager driven sales model, provide high quality service and

    exploit cross-sell opportunities

    Companys clients benefit from the personal attention and advice of the trained and

    motivated relationship managers. All its relationship managers are qualified and educated

    professionals, who have been extensively trained in-house to provide the products and

    services to the clients. These relationship managers are encouraged to develop long-term

    relationships with the clients and can access a variety of resources within the Company,

    such as insurance specialists, research services and others to add value to their clients.

    Most of the clients have dedicated relationship managers irrespective of the channel they use.

    Low cost and highly scalable business

    Indiabulls has utilized the technologies available and have constantly invested in products

    and innovations to provide an enhanced experience to its customers. The benefits of such

    infrastructure include integrated customer trading account with depositary services; electronic

    gateway for instant funds transfer to and from the bank to the brokerage account; and

    comprehensive client systems that track all activity in various segments.

    They believe that technology and systems are one of the key competitive edges in terms of

    lowering their operating costs; managing the business; reducing risk and providing an

    enhanced experience to the clients with superior service standards.

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    Brokerage Offering

    Companysretail equity business primarily covers secondary market equity broking. It caters

    to the needs of individual Indian and Non- resident Indian (NRI) investors. They offer broker

    assisted trade execution and automated online investing and trading facilities to their

    customers. Automated online investing and trading includes automated order placement and

    execution of market and limit equity orders; and advanced trading platforms for active

    traders. All investors have full access to real - time quotes, personalized portfolio tracking,

    charting and quote applications, real-time market commentary, real-time quotes and news.

    Online Automated Channel

    Automated Online Business contributes more than 34.6% of its overall revenues. They

    control more than 20% market share in the online business. Clients are able to obtain

    financial information and execute trades on an automated basis through their online channel

    using product offerings like Power Indiabulls and Indiabulls Market Trader.

    This channel is designed to provide added convenience for clients and minimize its costs of

    responding to and processing routine client transactions. Online channels include theIndiabulls Group Professional Network that provides access via their web-site

    www.indiabulls.comto information and trading service on the Internet.

    Additionally, Power Indiabulls online trading system is designed for the high volume trader

    and provides enhanced trade information and order execution integrated software-based

    trading.platforms. While most client transactions are completed through the online channel,

    they continue to stress the importance of blending the power of the Internet with personal

    service to create a full- service client interface. They offer an online portal where the clients

    can execute securitiespurchase and sales transactions through the Internet.

    This covers the Equity, Debt & Derivatives segment in the Indian securities market. With an

    objective of assisting our customers in taking investment decisions, the portal also provides

    financial information on various companies listed. For executing a transaction clients can

    directly log on to our website without requiring any assistance from offline

    intermediaries

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    Third Party Financial Products Offering

    They distribute third party products and services through our comprehensive retail

    distribution network. The products offered include third party insurance, mutual funds andinitial and secondary public offerings.

    ACCOUNTS AND FEATURES

    Through various types of brokerage accounts, they offer purchase and sale of securities,

    which includes Equity, Derivatives and Commodities listed on NSE, BSE and NCDEX.

    Additionally, they provide their clients access to a variety of insurance products like life, term

    and annuity products through third-party insurance companies like Birla Sunlife Insurance

    Company.

    Indiabulls Group Signature Client is designed to serve self-directed individual investors

    who want to manage their own portfolios. For these clients, they offer this account, which is

    a stock trading account that allows clients to combine investments and cash in one-

    account and trade securities. Clients are also eligible to subscribe to Indiabulls Equity

    Analysis, a fee based research offering.

    Other features of Indiabulls Group Signature Account include priority handling of their

    service calls at the Centralized Customer Service Centre and through dedicated relationship

    managers.

    Indiabulls Group Signature account features include online integrated net transfers via

    integrated payment gateways with banks such as HDFC Bank. Power Indiabulls - For active

    traders, They offer Power Indiabulls accounts that include access to special features and

    services such as advanced trading tool dedicated team of relationship managers.

    Indiabulls offers a full range of financial services and products ranging from Equities to

    Insurance to enhance your wealth and hence achieve your financial goals.

    Indiabulls Professional Network offers real-time prices, detailed data and news, intelligent

    analytics, and electronic trading capabilities, right at your finger-tips. This powerful

    technology is complemented by our knowledgeable and customer focused Relationship

    Managers.

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    Indiabulls' Relationship Managers are available to you to help with your financial planning

    and investment needs. To provide the highest possible quality of service, Indiabulls provides

    full access to all products and services through multi-channels.

    Equities and Derivatives

    Our Retail Equity Business caters to the needs of individual Indian and Non-Resident

    Indian (NRI) investors. Indiabulls offers broker assisted trade execution, automated online

    investing and access to all IPO's.

    Through various types of brokerage accounts, Indiabulls offers the purchase and sale of

    securities which includes Equity, Derivatives and Commodities Instruments listed on

    National Stock Exchange of India Ltd (NSEIL), The Stock Exchange, Mumbai (BSE) and

    NCDEX.

    THE FACILITIES PROVIDED BY INDIABULLS

    Indiabulls Signature Account

    A multitude of ways to access your account either through priority access to Relationship

    Manager over phone or online access to your Account & Research Tools.

    Indiabulls Signature Account Features

    Priority Service Enjoy priority telephone access that gives you direct access to your

    Relationship Manager.

    Premium Research Benefit from full access to Indiabulls Equity A n a l y s i s

    our objective, fact-based approach to rating stocks.

    Online Accounting Stay on the top of your investments with a snapshot of your Account

    Statements. Get access to Portfolio statement and access to digital contract notes.

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    Benefits

    ControlStay on top of your investments with convenient access to your account online or

    by phone.

    ConfidenceSupport your investing decisions with premium in- depth research -Indiabulls

    Equity Analysis.

    ValueEnjoy competitive commissions and get the service and support you need at a fair

    price.

    Power IndiabullsIndiabulls is dedicated to empower Active Traders through personal service and advanced

    trading technology.

    Active Trader - Get More At Indiabulls

    Regardless of how the market is performing or which way the economic winds are blowing,

    you, as a trader, are researching, charting, crafting a strategy, buying and selling. You are

    getting in, getting out and moving on to the next trade.

    Choose from a comprehensive offering of accounts, platforms and products. Customize our

    technology and services to support the way you work.

    Features of Power Indiabulls

    Live Streaming Quotes

    Fast Order Entry

    Tic by Tic Live Charts

    Technical Analysis Live News

    and Alerts Extensive Reports

    for Real-time Accounting

    http://www.indiabulls.com/new_layout/equity_analysis.htmhttp://www.indiabulls.com/new_layout/equity_analysis.htmhttp://www.indiabulls.com/new_layout/equity_analysis.htmhttp://www.indiabulls.com/new_layout/equity_analysis.htmhttp://www.indiabulls.com/new_layout/equity_analysis.htm
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    Benefits

    Comprehensive Financial Services As an Active trader, you'll have the tools,

    resources and support you need to execute your trading strategy, plus your choice of a wide

    range of investment products and services.

    Dedicated Support and ServicesEnjoy priority access to Relationship Managers who

    are dedicated to supporting your trading and investing needs.

    Non-Resident Indian (NRI) Investor Services

    With an extensive range of investment products, you will discover an unwavering

    commitment to helping you invest in India.

    Facilities

    Indiabulls NRI Trading Account - Provides access to comprehensive trading tools for

    independent NRI investors

    Indiabulls Depository Services - Integrated services for seamless delivery

    HDFC Bank Account - NRE/NRO Accounts with built in tax management solutions andfacility to source all regulatory approvals.

    Indiabulls Equity Analysis - Premium Research on 200 companies updated daily.

    Benefits

    Indian Investments Brings You More Choices

    Investing in India, one of the world's fastest emerging financial markets, means a

    wider choice of investment opportunities and industries. At Indiabulls, you can take fulladvantage of the emerging Indian market.

    See what indiabulls offer

    Indiabulls provide you with a Seamlessly integrated trading, depository and bank account

    enabling you to trade from anywhere in the world.

    Investing in India, one of the world's fastest emerging financial markets, means a

    wider choice of investment opportunities and industries. At Indiabulls, you can take full

    advantage of the emerging Indian market. Indiabulls provide you with a Seamlessly

    integrated trading, depository and bank account enabling you to trade from anywhere in the

    world.

    http://www.indiabulls.com/new_layout/Invest_India_Home.htmhttp://www.indiabulls.com/new_layout/Invest_India_Home.htmhttp://www.indiabulls.com/new_layout/Invest_India_Home.htm
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    INTRODUCTION AND CONCEPT OF SHARE TRADING

    Trading in shares is old phenomena its regulation had been started when securities contract

    act had been formed in 1956. Transfer of resources from those with idle resources to

    others who have a productive need for them is most efficiently achieved through the

    securities market. It provides a channel for reallocation of savings to investments.

    SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) is a regulatory

    governing body of security market. The SEBI Act 1992 was enacted to empower SEBI

    with statutory powers for:

    (a) Protecting the interests of investors in securities.

    (b) Promoting the development of the securities market

    (c) Regulating the securities market

    Its regulatory jurisdiction extends over corporate in the issuance of capital and transfer of

    securities. It has powers to register and regulate all the market all market intermediaries

    and also to penalize them in case of violations of the provisions of the ACT, rules and

    regulations made there under. SEBI has a full autonomy and authority to regulate and

    develop an orderly securities market.

    The share market can be segmented in two parts

    PrimaryMarket

    Secondary Market.

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    Primary Market

    It provides opportunity to issuers of securities government as well as corporate to raise

    resources to meet their requirements of investments. In this market companies issue

    fresh security sin exchange of funds through public issues or private placements. The

    market design for primary market is provided in the provision of Companies Act, 1956

    which deals with issues, listing and allotment of securities. The investors have to

    apply the shares by filling the application form issue by the company along with the

    application money. According to Disclosure and Investor Protection guidelines of SEBI,

    1992 company has to disclose all the necessary information regarding pricing of issues,

    listing requirements, disclosure norms lock-in-period for promoters contribution,

    contents of offer documents pre and post issue obligations etc.

    Company can issue shares at face value, at premium or at discount. Another method of

    pricing which is now days common is issuing the securities through online system of the

    stock exchange has to comply with the section 55 to 68a of the companies Act, 1956

    and SEBI guidelines 2000. The company is required to enter in to an agreement

    with the stock exchanges which have the requisite system for online offer of

    securities. The advantages for this new system are:-

    (a) The investors part with money only after allotment.

    (b) It eliminates refunds except in case of direct applications.

    (c) It reduces the time taken for issue process.

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    Secondary Market

    Secondary market is the place for sale and purchase of existing securities. It enables an

    investor to adjust his holdings of securities in response to changes in his assessment about

    risk and return. It enables him to sell securities for cash to meet his liquidity needs. It

    essentially comprises of the stock exchanges which provide platform for trading of securities

    and a host of intermediaries who assist in trading of securities and clearing and settlement of

    trades. The securities are traded, cleared and settled as per prescribed regulatory framework

    under the supervision of the exchanges and oversight of SEBI.

    Trading Mechanism

    Earlier trading on stock exchanges in India used to take place through open outcry

    without use of information technology for immediate matching or recording of trades. This

    was time consuming and inefficient. This imposed limits on trading volumes and efficiency.

    In order to provide efficiency, liquidity and transparency National Stock Exchange

    introduced a nation wide on line fully automated screen based trading system where a

    member can punch in to the computer quantities of securities and the prices at which he likes

    to transact and the transaction is executed as soon as it finds a matching sale or buy

    order from a counter party. Screen based trading electronically matches orders on a

    price/time priority and hence cuts down on time, cost and risk of error, as well as on fraud

    resulting in improved operational efficiency. It enables market participants, irrespective of

    their geographical locations to trade with one another and it provides equal access to

    everybody.

    NSE has main computer which is connected through Very Small Aperture Terminal (VSAT)

    installed at its office. The main computer runs on a default tolerant STRATUS mainframe

    computer at the exchange. Brokers have terminals installed at their premises which are

    connected through VSATs. An investor informs a broker to place an order on his behalf.

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    THE INDIABULLS PHILOSOPHY YOU COME FIRST

    We have created a unique organization that is designed for you the

    Smart Investor . We passionately believe in the Smart Investor

    who wants to make his own educated investment choices and

    demands world class access to a full range of services and products

    ranging from Equities to Insurance, combined with the highest level

    of integrity, service and professionalism.

    Indiabulls is India's leading retail financial services company with 135

    locations spread across 95 cities. While its size and strong balance

    sheet allow them to provide you with varied products and services at

    very attractive prices, over 750 Client Relationship Managers are

    dedicated to serving your unique needs.

    Indiabulls is lead by a highly regarded management team that has

    invested cores of rupees into a world class Infrastructure that

    provides there clients with real-time service & 24/7 access to all

    information and products. Their flagship Indiabulls Professional

    Network TM offers real-time prices, detailed data and news,

    intelligent analytics, and electronic trading capabilities, right at yourfinger-tips. This powerful technology is complemented by there

    knowledgeable and customer focused Relationship Managers.

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    We are Creating a World of Smart Investor

    Indiabulls offers a full range of financial services and products

    ranging from Equities to Insurance to enhance your wealth and

    hence, achieve your financial goals.

    Indiabulls' Client Relationship Managers are available to you to help

    with your financial planning and investment needs. To provide the

    highest possible quality of service, Indiabulls provides full access to

    all our products and services through multi-channels

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    THE INDIABULLS PHILOSOPHY

    YOU COME FIRST

    We have created a unique organization that is designed for you the

    Smart Investor . We passionately believe in the Smart Investor

    who wants to make his own educated investment choices and

    demands world class access to a full range of services and products

    ranging from Equities to Insurance, combined with the highest level

    of integrity, service and professionalism.

    Indiabulls is a full service investment firm offering clients access to a

    tremendous range of financial services from 135 locations across 95

    cities. We have a strong team of over 750 Client Relationship

    Managers focussed on serving your unique needs. Our world class

    infrastructure, built with tens of crores of investment, provides our

    clients with real-time service, multi-channel & 24/7 access to all

    information and products. As we've expanded and developed to serve

    the needs of all kinds of investors, we've been guided by one

    underlying philosophy: You come first.

    We are proud to introduce to you Indiabulls Professional

    NetworkTM that offers real-time prices, equity analysis, detailed data

    and news, intelligent analytics, and electronic trading capabilities,

    right at your finger-tips. This powerful technology is complemented

    by our knowledgeable and customer focussed Relationship Managers

    who are available to help with your financial planning and investment

    needs.

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    We invite you to learn more about Indiabulls by calling 1 600 11

    1130 (toll free) or visit our 135 Indiabulls Offices Nationwide or

    explore the services we offer through theIndiabulls Market Trader.TM

    http://e/var/www/apps/conversion/current/tmp/scratch10306/branches.htmhttp://e/var/www/apps/conversion/current/tmp/scratch10306/Products_home.htmhttp://e/var/www/apps/conversion/current/tmp/scratch10306/Products_home.htmhttp://e/var/www/apps/conversion/current/tmp/scratch10306/Products_home.htmhttp://e/var/www/apps/conversion/current/tmp/scratch10306/branches.htm
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    HISTORY AND OTHER CORPORATE MATTERS

    OVERVIEW

    Indiabulls Financial Services Limited was incorporated on January

    10, 2000 as M/s Orbits InfoTech Private Limited at New Delhi under

    the Companies Act, 1956 with Registration No. 55 103183. The

    name of the Company was changed to M/s. Indiabulls Financial

    Services Private Limited on March 16, 2001 due to change in the

    main objects of the Company from Infotech business to Investment &

    Financial Services business. It became a Public Limited Company on

    February 27, 2004 and the name of Company was changed to M/s.

    Indiabulls Financial Services Limited. Company was promoted by

    three engineers from IIT Delhi, and has attracted more than Rs.700

    million as investments from venture capital, private equity and

    institutional investors such as LNM India Internet Ventures Ltd.,

    Transatlantic Corporation Ltd., Farallon Capital Partners, L.P., R R

    Capital Partners L.P., and Infinity Technology Trustee Pvt. Ltd. and

    has developed significant relationships with large commercial banks

    such as Citibank, HDFC Bank, Union Bank, ICICI Bank, ABN Ambro

    Bank, Standard Chartered Bank, Lord Krishna Bank and IL&FS.

    Company and there subsidiaries have facilities from the above

    mentioned banks and financial institutions aggregating to Rs. 1760

    million. Companies headquarters are co-located in Mumbai and Delhi,

    allowing it to access the two most important regions for Indian

    financial markets, the Western region including Mumbai, rest of

    Maharashtra and Gujarat; and the Northern region, including the

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    National Capital Territory of Delhi, nearby cities, parts of Haryana,

    Uttar Pradesh and Punjab; and access the highly skilled and educated

    workforce in these cities. The Marketing and Sales efforts are

    headquartered out of Mumbai; with a regional headquarter in Delhi;

    and its back office, risk management, internal finances etc. are

    headquartered out of Delhi, allowing our Company to scale these

    processes efficiently for the nationwide network.

    Main Objects Of The Company

    The main objects to be pursued by the Company on its

    incorporation are:

    1. To hold investments in various step-down subsidiaries for

    investing, acquiring, holding, purchasing or procuring equity

    shares, debentures, bonds, mortgages, obligations, securities of

    any kind issued or guaranteed by our Company.

    2. To provide financial consultancy services; to provide investment

    advisory services on the internet or otherwise; provide financial

    consultancy in the area of personal and corporate finance; publish

    books and CD ROMs and any other information related to theabove.

    3. To conduct the business of sale, purchases, distribution and

    transfer of shares, debts, instruments and hybrid financial

    instruments and to perform all related, incidental, ancillary and

    allied services.

    4. To conduct depository participant services; to conduct de-

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    materialization and re-materialization of shares; set up

    depository participant centers at various regions in India and to

    perform all related, incidental, ancillary and allied services.

    5. To receive funds, deposits and investments from the public,

    Government agencies, financial institutions and Corporate bodies;

    grant advances and loans; conduct advisory services related to

    banking activities, project financing, funding of mergers and

    acquisition activities; fund management and activities related to

    money market operations.

    6. To carry on the business of portfolio management services,

    investment advisory services; custodial services; asset

    management services; leasing and hire purchase; mutual fund

    services and to act as brokers of real estate and financial

    instruments.

    7. To carry on the business of financing; provide lease and hire

    purchase services; to provide consultancy in the area of lease

    and hire purchase financing.

    8. To operate mutual funds; receive funds from investors; equity or

    debt instrument research activity instrument in debt and/or

    equity instruments.

    Credit Rating

    Indiabulls Securities Limited has been grantedPR1+rating for its

    unsecured short term borrowing program of Rs. 200 million. Videletter dated May 5, 2004 the rating agency has increased the

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    unsecured short term borrowing limit to Rs. 320 million maintaining

    the PR1+ rating. ISL also enjoys A+ rating for medium to long

    term unsecured borrowing program of Rs. 200 million. The Rating to

    the company has been assigned by Credit Analysis Research Limited.

    As for the present issue of equity shares of our Company, credit

    rating is not required.

    Shareholders Agreement

    Shareholders Agreement was entered into by and among our

    Company (formerly Orbis Infotech Private Limited), Infinity

    Technology Trustee Private Limited as the trustee of Infinity Venture

    India Fund, LNM India Internet Ventures Limited, Transatlantic

    Corporation Limited (together theVC Investors)and the Promoters

    dated November 2, 2000. The VC Investors invested an aggregate

    amount of Rs. 206,000,000 in our Company for which they were

    issued 55,425 equity shares at an average price of Rs. 3,716.73 per

    equity share. Pursuant to a letter agreement (the Letter

    Agreement) dated May 27, 2004 between the parties to the

    Shareholders Agreement, each of the VC Investors have agreed not

    to enforce rights that have accrued to them before the said Letter

    Agreements and have agreed that the Shareholders Agreement,

    together with all the rights and obligation on the parties will stand

    terminated immediately upon the listing of the shares of our

    Company and consequent to the listing, the rights of the

    Shareholders Agreement, including the rights that have arisen prior

    to such termination shall be terminated. A copy of the Shareholders

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    Agreement, and a copy of the Letter Agreement terminating the

    Shareholders Agreement are available for inspection as material

    documents at the corporate offices of our Company.

    Key Competitive Strengths

    Diverse Branch Network

    Since Company inception in FY 2000 Company and its subsidiaries

    have grown from a single location to a nationwide network spread

    over 135 offices in 95 cities. They have a pan India distribution

    networks for the purpose of distribution of financial products and

    services. Such a diverse and integrated network provides a

    centralized platform to there clients.

    Bouquet of financial products and services

    Company and its subsidiaries offer various financial services and

    products ranging from equity, F & O and wholesale debt, mutual

    fund, insurance and IPO distribution, equity research analysis,

    depository services to cater to the specific needs of the retail and

    institutional investors thus providing all these services in a single

    platform.

    Advanced Technology team that delivers market leading

    product innovation

    There ongoing investment in technology is a key element in

    expanding there product and service offerings, enhancing there

    delivery systems, providing fast and consistent client service,

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    reducing processing costs, and facilitating there ability to handle

    significant increases in client activity without a corresponding rise in

    risk and staff. Company and its subsidiaries have an in-house

    technology team of 27 people comprising of several engineers. The

    in-house technology team has been responsible for developing the

    technology products for operating at a large scale with efficient back

    office systems. The application of technology allows Company and its

    subsidiaries to build scaleable product and service offerings. The in-

    house technology team developed one of the first Internet trading

    platforms in India, one of the first in-house real-time CTCL link with

    NSE. Company and its subsidiaries introduced integrated accounts

    with automated gateways with client bank accounts so that they can

    transfer funds to and from their bank account to their brokerage

    account with the Company. This has enhanced customer ability to

    access their funds for market related activities. The in-house

    technology team has good expertise to create mission critical

    applications and in the maintenance and upkeep of high transaction

    processing of there web-site.

    Strong Sales and Marketing Teams with continuous

    reinvestment and training

    Companys relationship manager channel (through a team of 1050

    Relationship Managers as on April 30, 2004) offers a single point

    contact to retail customers whereby their high net worth clients have

    separate relationship managers catering to them. These managers

    offer personalized services to the customers helping build strong and

    continuing relationships with them. Also, our marketing associate

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    channel helps Company and its subsidiaries in client acquisitions at

    minimal costs with client loyalty. The marketing associates channel

    also helps Company and its subsidiaries in increasing their

    penetration in smaller town and cities.

    Strong cross Selling Opportunities

    With 135 branches spread over 95 cities all over India and variety of

    financial products and offerings coupled with online, relationship

    manager & marketing associate channels, Company and its

    subsidiaries have strong cross product selling opportunities thus

    providing a multi-channel delivery systems to there diverse client

    base of 71,000 clients as on July 10, 2005.

    Strong Team of Experienced Promoters

    Indiabulls has a strong team of promoters who are engineers from

    Indian Institute of Technology and have several yearsexperience in

    financial services industry. They believe that their strong technical

    experience will help them in achieving our key business strategies.

    Leading Product innovation and marketing strategies

    Management is innovative and nimble and has historically introduced

    many new and innovative products to the market place that have

    played a significant role in their growth. Companys relationship

    manager model has introduced private banking experience to the

    clients. The relationship managers are trained and incentives to work

    with their client base and enhance ability to cross sell and leverage

    the large client base. Indiabulls have launched marketing associate

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    model, which replaces the traditional sub-broker model with an

    authorized person that client can appoint independently and provide

    them with the benefit of their trading, clearing and servicing

    strengths. Its equity analysis product provides clients with unbiased

    research. Company plans to continuously innovate and introduce

    market leading products and services to add to its competitive

    advantage.

    Well capitalized player, with strong banking relationships and

    credit ratings

    Indiabulls consolidated net worth is Rs. 1023.19 million making us a

    well capitalized companies. The Company and ISL have received

    sanctioned facilities of Rs. 1760 million from 9 leading commercial

    banks and financial institutions. The details of the banking

    relationships as of July 24, 2004 are as follows:

    Ability to combine People & Technology in unique ways

    They provide multiple distribution channels by combining people and

    technology. Clients can visit one of the 70 offices in 55 cities or

    access via telephone, call centre or online channel. Web enabled tools

    such as technical analysis, information, news, interactive web based

    programs and tools and back office solutions for clients and

    marketing associates; Power Indiabulls an order entry, routing and

    management technology through technology platform, for actively-

    trading investors.

    Strong market presence and increased market share leads to

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    virtuous cycle of growth and profitability

    Theyre growing client base and market share have increased their

    market presence, brand recognition enhanced their profitability and

    increased the available credit facilities from the banks further

    strengthening its strong balance sheet. Companys brand and

    profitability allows them to recruit good and efficient employees,

    compensate them attractively and provides the flexibility toes for

    investments in the business and technology systems. These

    attributes in turn have a positive effect on the growth of its client

    base thereby increasing its market share, leading to higher profits

    and credit facilities and thus forming a virtuous circle.

    Key Business Strategies

    Their focus on the client has allowed Company and its subsidiaries to

    offer a range of services that have changed the investing landscape

    and created a new model of financial services that melds people and

    technology to provide an integrated human assisted technology

    interface service for investors who range from self-directed full-time

    active investor to those who prefer to deal with through a marketing

    associate in smaller towns and cities. Their key strategies include:

    Defend and maintain their differentiation as the firm that delivers

    ethical and useful services

    Build and expand investing insight through product offerings

    such as Equity Analysis which is objective,

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    Uncomplicated and not driven by commission

    Give clients new levels of choice tailored to their desire for help,

    tools for investing their assets, their willingness to pay for

    additional services and the level of business they can do with the

    company.

    Provide clients with tools, relationship managers and choices that

    support their desired investment outcomes. Indiabulls has

    developed a client specific approach as a core element of its

    business strategy and are constantly focusing on acquiring new

    clients and expanding their customer base. They believe that the

    strong secular growth of the Indian financial Markets, due to

    increased household penetration of financial assets; increasing

    liquidity and market capitalization of Indian Markets, led by the

    listing of many public sector entities; and the increasing affluence

    of Indian households and savers provides an impetus to the

    growth perspective.

    They believe that this diversification and growth strategy will

    continue to produce results and allow Company and its subsidiaries to

    grow business at a rapid pace irrespective of market conditions. In

    addition, management believes that the growth of the Indian

    financial markets, due to increased household penetration of financial

    assets; increasing liquidity and market capitalization of Indian

    markets, led by the listing of many public sector entities; and the

    increasing affluence of Indian households and savers, favors our long

    term growth outlook.

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    The table below encapsulates the financial metrics on an annual

    basis, and compares that with the Market trading volume.

    (NSE Yearly Trading Volume is taken as representative of Market

    activity).

    The core pillars of our business strategy are discussed below:

    Increase the number of Client Relationships

    They are focused on increasing the number of client relationships

    through a wide network of offices throughout India and having more

    number of relationship managers to service these relationships. They

    plan to grow their business by growing the number of client

    relationships. During a downturn of the markets they believe that

    increased number of client relationships will add stability to their

    earnings.

    Offer Diversified Financial Products & Services Capture

    Greater Share of Wallet

    Company and its subsidiaries offer to their clients a wide range of

    financial services and products allowing the clients to leverage their

    relationship with Indiabulls and get products suiting their varied

    needs. This strategy allows them to gain share of wallet of the

    clients consumption of financial services. They offer to the client a

    comprehensive product offering and are able to increase their

    revenues per client by selling different products to the same client.

    Indiabulls offer equity, debt & derivatives brokerage, IPO distribution,

    mutual funds and insurance products. Their strategy is to increase

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    the number of client relationships and then leverage those client

    relationships into offering in a whole suite of financial products.

    Multiple Channels Enhance Customer Experience and

    Opportunities to interact with us

    Companys clients can access their products and services through

    135 offices spread across 95 cities; through operator assisted call

    Centers; or through their website www.indiabulls.com; or through

    their respective relationship managers or through marketing

    Associates. These multiple channels provide flexibility to the clients

    and allow them to utilize their existing business Relationship with

    them through any channel from any part of India. Companys

    strategy is to provide the most convenient, efficient and value added

    channel to the client at the lowest possible cost, and allow the clients

    with choice and varied access points. Indiabulls believe that their

    multiple channel strategy has been particularly effective in the

    affluent segment where many sophisticated clients like to have a

    close-by office they can access and yet have the flexibility of Internet

    account management, transactions and electronic funds transfer and

    settlement.

    Relationship Manager driven sales model, provide high quality

    service and exploit cross-sell opportunities

    Companysclients benefit from the personal attention and advice of

    the trained and motivated relationship managers. All its relationship

    managers are qualified and educated professionals, who have been

    extensively trained in-house to provide the products and services to

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    the clients. These relationship managers are encouraged to develop

    long-term relationships with the clients and can access a variety of

    resources within the Company, such as insurance specialists,

    research services and others to add value to their clients. Most of the

    clients have dedicated relationship managers irrespective of the

    channel they use.

    Low cost and highly scalable business

    Indiabulls has utilized the technologies available and have constantly

    invested in products and innovations to provide an enhanced

    experience to its customers. The benefits of such infrastructure

    include integrated customer trading account with depositary services;

    electronic gateway for instant funds transfer to and from the bank to

    the brokerage account; and comprehensive client systems that track

    all activity in various segments. They believe that technology and

    systems are one of the key competitive edges in terms of lowering

    their operating costs; managing the business; reducing risk and

    providing an enhanced experience to the clients with superior service

    standards.

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    Brokerage Offering

    Companysretail equity business primarily covers secondary market

    equity broking. It caters to the needs of individual Indian and Non-

    resident Indian (NRI) investors. They offer broker assisted trade

    execution and automated online investing and trading facilities to

    their customers. Automated online investing and trading includes

    automated order placement and execution of market and limit equity

    orders; and advanced trading platforms for active traders. All

    investors have full access to real - time quotes, personalized portfolio

    tracking, charting and quote applications, real-time market

    commentary, real-time quotes and news.

    Online Automated Channel

    Automated Online Business contributes more than 34.6% of its

    overall revenues. They control more than 20% market share in the

    online business. Clients are able to obtain financial information and

    execute trades on an automated basis through their online channel

    using product offerings like Power Indiabulls and Indiabulls Market

    Trader. This channel is designed to provide added convenience for

    clients and minimize its costs of responding to and processing routine

    client transactions. Online channels include the Indiabulls Group

    Professional Network that provides access via their web-site

    www.indiabulls.com to information and trading service on the

    Internet. Additionally, Power Indiabulls online trading system is

    designed for the high volume trader and provides enhanced trade

    information and order execution integrated software-based trading

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    platforms. While most client transactions are completed through the

    online channel, they continue to stress the importance of blending

    the power of the Internet with personal service to create a full-

    service client interface. They offer an online portal where the clients

    can execute securities purchase and sales transactions through the

    Internet.

    This covers the Equity, Debt & Derivatives segment in the Indian

    securities market. With an objective of assisting our customers in

    taking investment decisions, the portal also provides financial

    information on various companies listed. For executing a transaction

    clients can directly log on to our website without requiring any

    assistance from offline intermediaries

    Third Party Financial Products Offering

    They distribute third party products and services through our

    comprehensive retail distribution network. The products offered

    include third party insurance, mutual funds and initial and secondary

    public offerings. They have a pan India retail distribution network,

    comprising 1050 relationship managers and 135 branches spread

    over 95 cities.

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    INTRODUCTION AND CONCEPT OF SHARE

    TRADING

    Trading in shares is old phenomena its regulation had been started

    when securities contract act had been formed in 1956. Transfer of

    resources from those with idle resources to others who have a

    productive need for them is most efficiently achieved through the

    securities market. It provides a channel for reallocation of savings to

    investments.

    SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) is a

    regulatory governing body of security market. The SEBI Act 1992

    was enacted to empower SEBI with statutory powers for:

    (a)Protecting the interests of investors in securities.

    (b) Promoting the development of the securities market

    (c) Regulating the securities market

    Its regulatory jurisdiction extends over corporate in the issuance of

    capital and transfer of securities. It has powers to register and

    regulate all the market all market intermediaries and also to penalize

    them in case of violations of the provisions of the ACT, rules and

    regulations made there under. SEBI has a full autonomy and

    authority to regulate and develop an orderly securities market.

    The share market can be segmented in two parts one is Primary

    Market another is Secondary Market.

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    Primary Market

    It provides opportunity to issuers of securities government as well as

    corporate to raise resources to meet their requirements of

    investments. In this market companies issue fresh security sin

    exchange of funds through public issues or private placements. The

    market design for primary market is provided in the provision of

    Companies Act, 1956 which deals with issues, listing and allotment of

    securities. The investors have to apply the shares by filling the

    application form issue by the company along with the application

    money. According to Disclosure and Investor Protection guidelines of

    SEBI, 1992 company has to disclose all the necessary information

    regarding pricing of issues, listing requirements, disclosure norms

    lock-in-period for promoters contribution, contents of offer

    documents pre and post issue obligations etc.

    Company can issue shares at face value, at premium or at discount.

    Another method of pricing which is now days common is issuing the

    securities through online system of the stock exchange has to comply

    with the section 55 to 68a of the companies Act, 1956 and SEBI

    guidelines 2000. The company is required to enter in to an

    agreement with the stock exchanges which have the requisite system

    for online offer of securities. The advantages for this new system

    are:-

    (a)The investors part with money only after allotment.

    (b) It eliminates refunds except in case of direct applications.

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    (c) It reduces the time taken for issue process

    Secondary Market

    Secondary market is the place for sale and purchase of existing

    securities. It enables an investor to adjust his holdings of securities in

    response to changes in his assessment about risk and return. It

    enables him to sell securities for cash to meet his liquidity needs. It

    essentially comprises of the stock exchanges which provide platform

    for trading of securities and a host of intermediaries who assist in

    trading of securities and clearing and settlement of trades. The

    securities are traded, cleared and settled as per prescribed regulatory

    framework under the supervision of the exchanges and oversight of

    SEBI.

    Trading Mechanism

    Earlier trading on stock exchanges in India used to take place

    through open outcry without use of information technology for

    immediate matching or recording of trades. This was time consuming

    and inefficient. This imposed limits on trading volumes and efficiency.

    In order to provide e