DIRECTORS REPORT

Dear Members,

Your Directors are pleased to present the 25th Annual Report together with the Audited Statement of Accounts for the year  ended March 31, 2015

STATE OF COMPANY AFFAIRS

During the year under review, your Company has earned total income of Rs.57.92 lacs as against Rs.165.25 lacs for the previous year. After accounting for the expenditure of Rs. 38.58 lacs (previous year Rs.32.80 lacs), your Company earned a net profit after tax of Rs. 18.52 lacs.

The main source of income during the year was dividend income received from mutual fund investments made by the Company.

Your Company is examining various options of commencing new activities.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Company's business, the current employee strength is considered adequate.

DIVIDEND

Your Directors do not recommend any dividend on the Share Capital of the Company for the year under review.

RESERVES

During the year, the Company has transferred an amount of Rs. 3.70 Lacs (Previous Year Rs. 23.79 Lacs) to Reserve fund, being, 20% of the profit after Tax.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

particulars of loans, guarantees or investments under section 186

During the year under review, the Company has not made any loans, guarantee or investments under Section 186 of the Companies Act, 2013.

directors' responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b. they have selected such accounting policies and applied them consistently, and have 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 financial year March 31, 2015 and of the profit of the Company for the said year;

c. they have 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;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

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

extract of the annual return

The extract of Annual Return in Form No. MGT - 9 for the financial year 2014-15 has been disclosed separately and forms part of the Directors' report as Annexure I.

particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

Particulars concerning energy conservation, technology absorption and foreign exchange earnings and outgo as required by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure II to the Directors' Report.

particulars of employees

The information required under section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III.

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sums prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RISK MANAGEMENT POLICY

The Company has processes in place to identify, assess and monitor various business, financial and operational risks. Major risks identified by the functions are systematically addressed through mitigating actions on a continuous basis. These are also discussed at the meeting of the Audit Committee of the Company. The Company's internal control systems and the audit processes are commensurate with the nature of business, the size and complexity of its operations. The company has taken proactive steps to review the Internal Financial Controls comprehensively for select key functions, this year in line with the regulatory compliance requirements for the financial year ended March 2015.

WHISTLE BLOWER POLICY &VIGIL MECHANISM

The Company has implemented the Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns relating to Reportable Matters (defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/misappropriation of bank funds/assets etc. Further, the mechanism adopted by the Company encourages

the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The details of complaints received and the action taken are reviewed periodically by the Audit Committee. None of the Whistle Blowers have been denied access to the Audit Committee of the Board.

directors and key managerial personnel

Pursuant to the provisions of Section 149 of the Companies Act, 2013 which came into effect from April 1, 2014,

Mr. Avinash Jain (DIN: 00330054), Mr. Arun Arora

(DIN: 00172044), were appointed as non-executive Independent Directors of the Company, not liable to retire by rotation, at the last Annual General Meeting of the Company held on September 25, 2014 for a term of five years.

Declaration of Independence

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Companies Act, 2013. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Cessation

During the year under review, Mr. Vijay Devadiga (Company Secretary) and Mr. Shrijeet Mishra (Director), had resigned from the Company with effective from March 17, 2015 and January 29, 2015 respectively. The Board places on record its appreciation for the invaluable contribution and guidance provided by them.

Induction

During the year under review, Ms. Prajakta Powle and Mr. Pramod Karmarkar were appointed as Company Secretary and Chief Financial Officer of the Company respectively and categorized as Key Managerial Personnel, in accordance with the provisions of Section 203 of the Companies Act, 2013 and Rules made thereunder. Ms. Anita Malusare was appointed as the Manager of the Company w.e.f July 28, 2014 and her appointment as such in terms of Sections 196 and 197 read with Schedule V and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder will be taken up at the ensuing Annual General Meeting .

Ms. Aashu Madhan was appointed as Additional Director of the Company to hold office upto the date of the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Retirement by Rotation

In accordance with the provision of the Companies Act,  2013 Mr. Sivakumar Sundaram (DIN: 00105562) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

PERFORMANCE EVALUATION OF THE BOARD,

committees AND directors

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder and as provided under Schedule IV of the said Act, the Board has carried out the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board. The Board has evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. The Directors expressed their satisfaction with the evaluation process.

The performance evaluation of Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Non-Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

non-banking financial companies auditors' report (reserve bank) directions, 1998

Pursuant to the Non-Banking Financial Companies Auditors' Report (Reserve Bank) Directions, 1998, a report from the statutory auditors to the Board of Directors, has been received by the Company. The said report confirms compliance by the Company during the Financial year ended March 31, 2015, of all the directions and Prudential Norms as prescribed by Reserve Bank of India under the Reserve Bank of India Act,

1934.

NUMBERS OF MEETINGS OF BOARD OF DIRECTORS

During the Financial year 2014-15, five meetings of the Board of Directors of the Company were held on May 20, 2014, July 28, 2014, October 28, 2014, January 29, 2015 and March 31, 2015.

attendance of directors at board meetings, committee meetings and annual general meeting

The details showing attendance of Directors at the Board and Committee meetings and Annual General Meeting for the year ended March 31, 2015 are set out under Annexure IV.

particulars of contracts or arrangements with related parties

All particulars of every contract or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms'

length transactions under third proviso thereto are disclosed in Form AOC 2 appended as Annexure V to this report.

audit committee

The Board has constituted the Audit Committee which comprises of Mr. Avinash Jain (Chairman), Mr. Sivakumar Sundaram, and Mr. Arun Arora as members. All recommendations made by the Audit Committee during the year were accepted by the Board.

During the Financial year 2014-15, four meetings of Audit Committee of the Company were held on May 20, 2014,

July 28, 2014, October 28, 2014 and January 29, 2014.

nomination and remuneration committee

During the year under review, the Nomination and Remuneration Committee was constituted on January 29, 2015 and accordingly the constituted Nomination and Remuneration Committee of the Board comprises of Mr. Sivakumar Sundaram (Chairman), Mr. Avinash Jain and Mr. Arun Arora as members.

During the Financial year 2014-15, one meeting of Nomination and Remuneration Committee of the Company was held on March 31, 2015.

The Nomination and Remuneration policy of the Company comprising of the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in Annexure VI.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the year under review, the Stakeholders' Relationship Committee was re-constituted on January 29, 2015 and accordingly the re-constituted Stakeholders' Relationship Committee of the Board comprises of Mr. Sivakumar Sundaram (Chairman) and Ms. Aashu Madhan as member.

During the Financial year 2014-15, thirty five meetings of Stakeholders' Relationship Committee were held on April  1, 2014, April 14, 2014, April 28, 2014, May 5, 2014, May 12, 2014, May 19, 2014, May 26, 2014, June 2, 2014, June16, 2014, June 23, 2014, June 30, 2014, July 7, 2014, July 21, 2014, July 28, 2014, August 11, 2014, August 19, 2014, August 25, 2014, September 1, 2014, September 15, 2014, October 6, 2014, October 13, 2014, October 20, 2014,  October 27, 2014, November 17, 2014, December 1, 2014,   December 8, 2014, December 23, 2014, January 12, 2015,  January 19, 2015, January 27, 2015, February 16, 2015, March 2, 2015, March 9, 2015, March 16, 2015 and March  23, 2015.

The committee members attended all the above meetings.

auditors

Statutory Auditors

At the Annual General Meeting held on September 25, 2014, M/s. V. B. Goel & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 27th Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. V. B. Goel & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the statutory auditors in their Report. No instance of fraud has been reported by the Auditors under Section 143(12) of the Companies Act, 2013.

Secretarial Auditor

M/s. Mehta & Mehta, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company

for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for financial year 2014-15 forms part of the Annual Report as Annexure VII to the Directors' Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report.

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

During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

ACKNOWLEDGEMENT

The Board of Directors thanks the Company's promoters, customers, bankers and employees for their continued support.

By order of the Board of Directors

For Times Guaranty Limited

S. Sivakumar  

(DIN:00105562)

Aashu Madhan

 (DIN:07058431)

Place : Mumbai

Date : July 29, 2015