BOARD REPORT

Dear Members,

1. Your Directors have pleasure in submitting their Thirtieth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

2. TRANSFER TO RESERVE

A sum of Rs. 54,25,091/- has been transferred to Special Reserve during the year.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of 10% aggregating to Rs. 1.00 per share for the current financial year. The dividend if approved and declared in the forthcoming Annual General meeting would result a Dividend outflow of Rs. 69,70,000/- and dividend Distribution Tax of Rs. 14,19,111/- aggregating a total outflow of Rs.83,89,111/-.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

No amounts have fallen due for transfer of Unclaimed Dividend to Investor Education and Protection Fund, in terms of the provisions of Section 125 of the Companies Act, 2013.

5. PERFORMANCE REVIEW

Your Company earned a net profit of Rs. 271.25 Lacs for the financial year ended 31st March, 2015 as compared to previous year's net profit of Rs. 430.85 Lacs. Depreciation during the year is Rs. 8.55 Lacs as compared to Rs. 8.38 Lacs in the previous year. Provision for taxation during the year is Rs. 81.16 Lacs (including Deferred Tax Provision) as compared to Rs. 167.90 Lacs in previous year.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its Responsibility Statement:—

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

(b) the directors had 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) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

7. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules 2014.There are no outstanding deposits at the end of the year.

8. SHARE CAPITAL

There was no change in the paid up Equity Share Capital during the Financial Year 2014-15. The Company has not allotted Shares under Employee Stock Option Scheme of the Company during the Financial Year.

9. BOARD OF DIRECTORS

The Board of Directors in its meeting held on 9 February , 2015 appointed Mrs. Dipali Shah as an Additional Director (Women Director) of the Company in the category of Whole Time Director subject to approval of members in the ensuing Annual General Meeting. Accordingly, a resolution is included in the Notice of Annual General Meeting for appointment of Mrs. Dipali Shah as a Whole Time Director of the Company to hold office for a term of 5 years with effect from 9th February, 2015. The Board recommended appointment of Mrs. Dipali Shah as Whole Time Director and Company Secretary of the Company.

Pursuant to Section 152(6) of the Companies Act, 2013, Mr K. Chandrasekhar will retire by rotation at the ensuing AGM and is eligible for re-appointment.

10. DECLARATION OF INDEPENDENT DIRECTORS

The Board has received the declaration from all the Independent Directors as per Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the independent Directors meet the criterion of Independence as mentioned in Section 147(6) of the Companies Act, 2013.

11. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND RENUMERATION

The Nomination Remuneration and Compensation Committee has put in a place the policy on board diversity for appointment of Directors taking into consideration the qualification and wide experience of the directors in the fields of banking, finance, regulatory, administration, legal, commercial vehicle segment apart from compliance of legal requirements of the Company. The Company has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination Remuneration and Compensation Committee Policy/Charter.

12. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year four Board meetings were held. The details of the Board and various meetings are given in the Corporate Governance Report.

13. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance review of the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

14. RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 134(m) of the Companies Act, 2013 read with rules, 2014 is as follows:

1. The Company has no activity involving conservation of energy or technology absorption.

2. The total Foreign Exchange Inflow was Rs NIL and Outflow was Rs NIL during the year under review.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies ( Corporate Social Responsibility Policy) Rules 2014, the company has established a CSR Committee and statutory disclosures with respect to the CSR Committee and a report on CSR Activities is included as "Annexure - A" to this report.

17. EXTRACT OF ANNUAL RETURN

The extract from the Annual Return in the form MGT 9 as required under Section 134 of the Companies Act, 2013 read with Rule 8 (5) of the Company (Accounts) Rules, 2014 is annexed to this report as "Annexure - B".

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

20. RISK MANAGEMENT POLICY

The Company has framed Risk Management Policy to identify , communicate and manage material risks across the organisation. The policy also ensures that responsibilities have been appropriately delegated for risk management.

21. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a vigil mechanism under which the genuine concerns are expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors - The information regarding the Directors appointed or retired/resigned during the year under consideration is provided in this report.

Key Managerial Personnel - None of the Key managerial Personnel has resigned or appointed during the year under review.

23. PERFORMANCE OF SUBSIDIARY / JOINT VENTURE / ASOCIATE COMPANIES:

a) Mukesh Babu Securities Limited :

The present authorised share capital of the company is Rs. 5 Crore. The paid up capital of the Company as on 31st March 2015 is Rs.5 Crore. The net profit of the company for the year ended 31st March 2015 is Rs. 84.84 Lacs as compared to Rs.337.51 Crore in previous year.

b) Accounts of Subsidiaries:

Pursuant To Section 136(1)(b) of the Companies Act, 2013, a copy of the audited financial statements for the year ended 31st March 2015, of Mukesh Babu Securities Limited, shall be furnished to any shareholder on demand. The Consolidated financial statements audited by the statutory auditors of the Company have been attached to this Report.

c) Joint Venture / Associate Compoany

The Company does not have any Joint Venture / Associate Company.

24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to which this financial statements relate and the date of this report.

25. COMPOSITION OF AUDIT COMMITTEE.

The Audit Committee consists of the following members:

a. Mr. Pankaj Majithia, Non-Executive Independent Director

b. Mr. K. Chandrasekhar

c. Mr. Vijay Vora, Non-Executive Independent Director

26. COMPOSITION OF CSR COMMITTEE.

The CSR Committee consists of the following members:

a. Mr. Pankaj Majithia, Non-Executive Independent Director

b. Mr. K. Chandrasekhar

c. Mr. Vijay Vora, Non-Executive Independent Director

27. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129 read with Rule 5 to the Companies (Accounts) Rules, 2014, Statement containing salient features of the financial statement of subsidiary and a statement on consolidated financial position of the Company with that of subsidiary is attached to the Annual Report. The consolidated financial statement attached is prepared in compliance with the applicable Accounting Standards and Listing Agreement.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 in respect of employees of the Company, will be provided upon request. In terms of section 136 of the Companies Act 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which are available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, no employee was drawing remuneration in excess of the limits set out in the said rules.

29. AUDITORS

M/s Shah Shah & Shah, Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Certificates have been received from them to the effect that their re-appointment as Auditors of the Company, if made, would be within the limits prescribed under Section 139 and 141 of the Companies Act, 2013.

Members are requested to consider their re-appointment.

30. SECRETARIAL AUDIT

The Board had appointed Mr. V.V. Chakradeo, Practising Company Secretary (COP : 1705) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Secretarial Audit Report is annexed to this report as "Annexure - C".

31. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no adverse comments, qualifications or reservations or adverse remarks in the Statutory Audit Report and Secretarial Audit Report.

32. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis is annexed to this Report as "Annexure - D" and forms the integral part of this report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

33. CORPORATE GOVERNANCE

Pursuant to Clause 49 of Listing Agreement, a separate Report on Corporate Governance along with the Auditors Certificate on its compliance, forms an integral part of this Report (Annexure - E). The certificate duly signed by the Managing Director and Chief Financial Officer on the financial Statements of the Company for the year ended March 31, 2015 as submitted to the Board of Directors regarding compliance by the Board members and senior management personnel with Company's Code of Conduct, is also enclosed.

34. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mukesh Babu Chairman DIN: 00224300

K. Chandrasekhar Director DIN: 00138951

Date: 14th August 2015

Place: Mumbai