DIRECTORS' REPORT

TO THE MEMBERS

Your Directors have pleasure in presenting the 21st Annual Report on the affairs of your Company together with the Audited Statements of Account for the Year ended March 31, 2015.

DIVIDEND

With a view to augmenting the working capital requirements, your Directors intend to plough back entire profit after tax in respect of the year ended 31/03/2015. As such no dividend is recommended for the year ended 31/03/2015.

REVIEW OF OPERATIONS

The Operating Income of the Company is derived from a mix of dividend and securities trading income, supplemented by profit on sale of investments. The total number of companies held in the equity / bond portfolio of the Company as on 31st March, 2015, comprises of 268 Quoted and 11 Unquoted companies and mutual funds.

The Company's total income for the year is Rs. 1691.15 Lacs and Profit before Tax for the Year is Rs ( 1535.97 Lacs). In restructuring the borrowings, interest cost has increased considerably. However in the ongoing fiscal the benefit of recast will be enjoyed. Inventories has increased multifold and the directors are confident that in the ongoing fiscal trading will improve remarkably.

It is expected that the GDP for Financial Year ending 2015 will be in the region of 7.4%. Although this is not a significant increase as compared to Financial Year ended 2014, for which the GDP growth was 4.71%, the growth is in the positive direction. The economy will pick up and therefore, it will have significant impact on the Financial Sector. Your company operates in the financial sector and hence will be benefitted.

Further, the Central Government is poised to encourage investments for further stimulating the growth momentum. This step will again positively impact your Company. However, inflation and fiscal deficit will continue to pinch the financial sector. Your Directors are confident of increasing the top line and Bottom line of your Company in 2015-16.

INDEPENDENT DIRECTORS DECLARATION

All Independent Directors have given declarations that they meet the criteria of independence as specified under section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement.

The Remuneration & Nomination Committee in consultation with the Board has formulated the criteria for determining qualifications, attributes and independence of Directors in terms of the provisions of Section 178 of the Companies Act, 2013 as further elaborated in the Corporate Governance Report section.

Particulars of Directors and Key Managerial Personnel

Mr. Sunil Patwari, DIN 00024007, is liable to retire by rotation and being eligible offers himself to be re-appointed. The company has received declaration from the Director specifying his eligibility to be appointed as such.

In accordance to the requirements of sec. 149(1) of the Companies Act, 2013, Ms. Surabhi Sanganeria, DIN 06987772, was appointed as an Additional Director in the Board Meeting dated 13th November, 2014. Her term of office expires at this ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Surabhi Sanganeria as an Independent Director.

The Company has received declaration from Ms. Sanganeria confirming that she meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

In view of the requirements of section 203 of the Companies Act, 2013, Mr. Sushil Patwari is re-designated as the Chairman and Mr. Sunil Patwari is appointed the new Managing Director of the Company, subject to the members approval in the ensuing Annual General Meeting, with effect from 01/06/2015 as decided vide Board Meeting dated 28/05/2015.

Mr. Vivek Mishra, Co. Secretary resigned and Mr. Somnath Chattopadhyay joined with effect from November, 2014 as the new Co. Secretary.

Mr. Sanjeev Agarwal was appointed as the Chief Finance Officer vide Board Meeting dated 29/05/2014. There is no other change in the office of any Key Managerial Personnel.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is disclosed in detail in the Corporate Governance Report and is attached to this report.

INDEPENDENT DIRECTORS DECLARATION

MANAGEMENT DISCUSSION AND ANALYSIS

As per Clause 49 of the Listing Agreement entered into with the Stock Exchanges the Management Discussion and Analysis in a separate report is annexed hereto and marked as Annexure - "A".

CORPORATE GOVERNANCE & CSR

As per Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate report on Corporate Governance with Auditors Certificate thereon is enclosed as part of this annual report and marked as Annexure "B". Requisite Certificate from the Auditors of the Company, namely M/s HR Agarwal & Associates, regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report of Corporate Governance. Adequate steps to ensure compliance of all the mandatory provisions of 'Corporate Governance' as provided in the Listing Agreements of the Stock Exchanges with which the Company's Shares are listed have been taken and your company has ensured its required compliance.

Number of meetings of the Board of Directors

The details of the number of meeting of the Board of Directors held during the year forms part of the Corporate Governance Report.

BOARD EVALUATION

As recommended by the Nomination and Remuneration Committee, an evaluation framework was adopted by the Board during the year. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board carried out an annual performance evaluation of its own performance, the Directors individually as well as of its various committees. After taking into consideration the feedback of the Directors the overall Board Evaluation covered various aspects more fully disclosed in the Corporate Governance section.

The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Non-Independent director was carried out by the Independent Directors at their separate meeting.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134 (3)( c) of the Companies Act, 2013 and based on the representations received from the management, the directors hereby confirm having :

(a) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

(b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) prepared the annual accounts on a going concern basis; and

(e) laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company transferred Rs. 1,99,849/- only on account of Unpaid/ Unclaimed Dividend of 2006-07 to the INVESTOR EDUCATION AND PROTECTION FUND in terms of section 124(6) of the Companies Act, 2013 on 09/12/2014 and complied with the statute.

Material Orders & Changes

There were no significant and material orders passed by any regulators or courts or tribunal impacting the going concern status and company's operations in future.

There were no material changes and commitments effecting the financial position of the Company occurring between 31st March, 2015 and the reporting date.

Deposits

Your Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly no amount was outstanding as on the date of Balance Sheet.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a Vigil Mechanism Policy. This policy is explained in corporate governance report and also posted on the website of company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The company has in place an Anti Sexual Harassment Policy in line with the requirements of the "Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013". Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment.

All employees (Permanent, Contractual, Temporary, Trainees) are covered under this Act.

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2014-15:

No. of Complaints received : NIL No. of Complaints disposed off : NIL

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company being an Non-Banking Finance Company, whose main objective is investment in securities and the provisions of section 186(11)(b) of the Companies Act, 2013 are not applicable. It may kindly be noted that the Members of the Company has passed special resolution in the Annual General Meeting dated 10th September, 2014 for making loans and investments for an amount not exceeding Rs. 500 Crores only. The investments of the Company are well within the sanctioned limits till date.

AUDITORS AND SECRETARIAL AUDIT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. H. R. Agarwal & Associates, (FRN 323029E), Chartered Accountants, Kolkata, the Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment, for which company has received a requisite certificate to Section 139 and 141 (3)(g) of the Companies Act, 2013 from M/s. H. R. Agarwal & Associates, the retiring Auditors of your Company regarding their eligibility for re-appointment as Auditors, and we recommend their re-appointment.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. M. K. Sharma & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The same is attached as Annexure "D" and forms an integral part of this Report.

AUDITORS' REPORT

There are no qualification, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report and, therefore, do not call for any further explanation under Section 134 of the Companies Act, 2013.

ANNUAL RETURN EXTRACT

Pursuant to sec. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the details forming part of extract of the annual return in Form No. MGT - 9 is Annexed herewith as Annexure "E".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Being an investment company, the provisions regarding conservation of energy and technology absorption are not applicable to the company.

There was no foreign exchange earnings and outgo during the period under review.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs.5.00 Lacs per month or Rs.60.00 Lacs per year. Hence, details required to be furnished in accordance with Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.

The information required pursuant section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the Employees of the Company is detailed separately as Annexure "C" to the report.

APPRECIATION

We are thankful to various agencies of the Central and State Government(s) for their support and Co-operation. Your Directors are also thankful to all stakeholders including customers, bankers and suppliers for their continued assistance, co-operation and support. Your Directors wish to place on record their sincere appreciation of all employees for their commitment and contribution to the Company. The Directors are also grateful for the confidence, faith and trust reposed by the shareholders of the Company.

By order of the Board

Sushil Patwari

Chairman & Managing Director

Place : Kolkata

Date : 28th May, 2015