DIRECTORS REPORT

TO,

THE MEMBERS

Your Directors are please to present you the 33rdAnnual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2015

REVIEW OF OPERATION:

During the year Company has made a profit of Rs. 220,532/- which has been carried over to balance sheet. Your Directors expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the years to come.

DIVIDEND:

With a view to have a steady future growth, the Board has decided not to recommend any dividend for the financial year ended 31st March, 2015.

SHARE CAPITAL:

The paid up capital of the Company as on March 31, 2015 was Rs.34,330,000.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate Company during the period of reporting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MD&A):

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement is given elsewhere in this Annual Report.

INTERNAL AUDITORS:

The company has appointed Mr. Ashvin Thumar, Chartered Accountants, Mumbai, as internal auditor of the company for financial year 2015-16.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from Mr. Arpan Chudgar, Chartered Accountant in practice, regarding compliance of the requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed hereto.

SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed Mandar Palav& Associates (Practising Company Secretaries) as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure - C to the Board's Report.

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

Management of the company is making all efforts to put adequate systems and process in the company commensurate with the size and operation of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

FIXED DEPOSIT:

The Company has not accepted any fixed deposits from the public during the year under the review.

RBI GUIDELINES:

As a Systemically Important Non Deposit taking Non-BankingFinance Company, your Company always aims to operate incompliance with applicable RBI laws and regulations and employsits best efforts towards achieving the same.

PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

BOARD OF DIRECTORS:

During the year under review Mr. Ashok Kumar Jain resigned with effect from 20th October, 2014. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

During the year under review Mr. Dev Raj Verma and Mr. Jasbir Singh resigned with effect from 26th August, 2015.The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

Mr. Saurabh Rathod is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of5 years w.e.f 01/09/2015 to 31/08/2020.

The Board of Directors appointed Ms. Zeal Mahesh Bilakhia as Additional Director at their meeting held on 20th October, 2014. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Mr. Saurabh Pravin Rathod as an Executive Director at their meeting held on 20th October, 2014. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Mr. Nilesh Umedmal Kala as Additional Director at their meeting held on 14th March, 2015. He holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Mrs. Namita Ajay Dalmia asAdditional Director at their meeting held on 30th March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has made Loans and has made Investments in Equity under its Ordinary course of

Business covered under the Section 186 of the Companies Act 2013.

The details of the Loans and investments made by Company are given in the Schedule to  the Balance Sheet.

NUMBER OF MEETINGS:

The Board has met twelve times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

AUDITORS AND AUDITORS REPORT:

M/s. Arpan Chudgar & Associates., Chartered Accountants, Ahmedabad bearing ICAI Firm Registration No as 133877W were appointed as Statutory Auditors at their Annual General Meeting held on 30th September, 2014 for the period of three (3) years. i.e for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment.

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

AUDIT COMMITTEE:

Audit Committee is consisting of Ms. Zeal Bilakhia- Chairman, Mr.Nilesh Kala and Mr. Dev Raj Verma as members of the Audit Committee.

STAKEHOLDER'S RELATIONSHIP COMMITTEE (Previously SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE):

Stakeholder's Relationship Committee is consisting of Ms Zeal Bilakhia - Chairman, Mr. Nilesh Kala and Mr. DevRaj Verma.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination And Remuneration Committee is consisting of Ms Zeal Bilakhia - Chairman, Mr.Nilesh Kala and Mr. DevRaj Verma.

Details of the said Committees along with their composition and meetings held during the year, are provided inthe "Report on Corporate Governance", a part of this Annual Report.

RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given as Annexure A in Form AOC-2 and the same forms part of this report.

INCREASE IN AUTHORISED SHARE CAPITAL:

During the financial year, at the Extra Ordinary General Meeting of the members of the Company held on 12th December, 2014 the Company has increased its authorized share capital from Rs. 25,00,000 (Rupees Twenty Five Lacs only) divided into 2,50,000 (Two Lacs Fifty Thousand) Equity Shares of Rs. 10/- each to Rs. 5,00,00,000 (Rupees Five Crores only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- each by creation of additional 47,50,000 (Forty Seven Lacs Fifty Thousand) Equity Shares of Rs.10/- each.

AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY:

Consequent to increase of Authorised Share Capital, the Clause V of Memorandum of Association and Article 5(a) of Articles of Association of the Company were suitably altered in order to reflect the correct share capital.

ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS:

During the financial year, at the Extra Ordinary General Meeting of the members of the Company held on 12th December, 2014 the Company had taken the approval for issue and allotment, for cash, upto 32,89,000 (Thirty -Two Lacs Eighty Nine Thousand Only) fully paid-up equity shares of face value of Rs. 10/-each at a premium of Rs. 2/- per equity share aggregating to Rs. 3,94,68,000/-(Rupees Three Crores Ninety Four Lacs Sixty Eight Thousand Only). The Company had allotted 31,84,000(Thirty- One Lakhs Eighty-Four Thousand Only) Equity Shares of Rs. 10/- each at a premium of Rs. 2/- per equity share, after obtaining requisite approval from Calcutta Stock Exchange Limited for the same.

Post allotment of Equity shares as mentioned above the paid up capital of the Company was

34,33,000 Equity Shares of Rs. 10/- each aggregating to Rs. 3,43,30,000. The said shares were then allotted on 18.12.2014.

REVOCATION OF SUSPENSION:

The shares of the Company were suspended by Calcutta Stock Exchange (CSE) for non compliance of various provisions of the Listing Agreement. The Company has made application during the financial year for revoking suspension of trading of securities and your Directors are glad to inform that the  suspension of trading of securities were revoked on 10/11/2014 by CSE vide issuing letter to this effect.

APPLICATION FOR DIRECT LISTING:

Further the Company has also made application with Bombay Stock Exchange Limited (BSE) to list its securities. The application is in process and your Directors are expecting to get the approval for listing of its securities on BSE soon.

STOCK EXCHANGES:

The Company's shares are listed on the Calcutta Stock Exchange Limited.

DIRECTOR RESPONSIBILITY STATEMENT:

In term of provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

e) The Directors 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.

PARTICULAR OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSOPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, concerning conservation ofenergyand technology absorption respectively is not applicable to the Company.

The operation of the Company is confined within the territory of India only and therefore, the details relating to export etc are nil.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Company manages risk at the Company through a detailed Risk Management Policy framework. The Risk Management Policy lays down guidelines in identifying, assessing and managing risks that the business are exposed to. Risk is monitored by the Board/Risk Management Committee of the Board through suitable reportingmechanisms for the Company.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

ACKNOWLEDGEMENT:

Your Directors are pleased to place on the record their sincere gratitude to the Government Authorities and other Business Associates for their valued Co-operation extended of the Company during the year under review. Your Directors also wish to place on the record their deep sense of appreciation for the commitment displayed by all Executives, officers and staff.

For and on behalf of the Board

KUBER UDYOG LTD

Sd/- MR.SAURABH RATHOD

CHAIRMAN

Place of signature: Mumbai

Date: 26.08.2015