DIRECTORS REPORT

To,

The Members,

1. The Directors of the Company take pleasure in presenting their 6th Annual Report together with the annual audited financial statements for the financial year ended March 31, 2015.

2. FINANCIAL HIGHLIGHTS

During the year your company has diversified its business into textile business and manage to generate more than 50% revenue out of total revenue from textile business. During the year under review the total revenue of the company is 981.34 Lakhs as compared to 578.61 Lacs in the previous year and thereby registering an Increase of 70%. The Net loss after tax is Rs. (158.37) Lacs.

3. DIVIDEND

In view of losses during the year, your Directors have not recommended any dividend on Equity Shares for the year under review.

4. DEPOSITS

Your Company has not accepted any deposits from the public falling within the ambit of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2015 was Rs. 20,55,44,000. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNEL

During the period under review, Mr. Tushar Rane and Mrs. Madhu Goel, Directors, had resigned from the Board with effect from 24th March, 2015 .The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

On the recommendation of Nomination and Remuneration Committee, your Board inducted Mr. Jatinkumar Agarrwal and Ms. Seema Sidhu as an Additional Director of the Company in the category of Independent Director with effect from 12thFebruary, 2015 and 24th March, 2015 in order to comply with the requirement of Section 149(1) of the Companies Act, 2013. In terms of Section 161 of the Companies Act, 2013 both will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Mr. Jatinkumar Agarrwal and Ms. Seema Sidhu as Directors of the Company. Your Board has recommended the appointment of Mr. Jatinkumar Agarrwal and Ms. Seema Sidhu as Independent Directors not liable to retire by rotation for a period of five consecutive years up to the fifth consecutive Annual General Meeting of the Company.

During the year Pursuant to Section 152 of the Companies Act, 2013 and in terms of Article 128 of the Articles of Association of the Company, Mrs. Tanu Agarwal, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his re-appointment. Mr. Amit Gulecha is appointed on the Board as Managing Director w.e.f. 10th August, 2015 for a period of five years, pursuant to section 196 and 197 of the Companies Act, 2013.

In Compliance with requirements of Clause 49 VIII (E) of Listing Agreement, brief resume, expertise and details of other directorships, membership in committees of other companies and shareholding in the Company of persons proposed to be appointed / re-appointed as Directors are provided in the Annual Report.

7. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8. POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The key features of the policy are as follows:

1. Criteria for appointment and removal of Director, key managerial personnel and senior management.

2. Criteria for fixing the remuneration of Director, key managerial personnel and senior management.

3. Criteria for performance evaluation.

The details of this policy are explained in the Corporate Governance Report as Annexure I (a) & I (b).

9. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Nomination and Remuneration Committee of the Board carried out the annual evaluation of the performance of the Board as a whole, the Directors individually as well as of various Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors' Responsibility Statement, your Directors hereby confirm that:

> in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

> they have selected such accounting policies and applied them consistently and made judgments and estimates made 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;

> they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

> they have prepared the annual accounts on a going concern basis; and

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

> that they have laid down internal financial controls commensurate with the size of the company and that such financial controls were adequate and were operating effectively.

11. CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, forms part of the Annual Report.

12. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, the auditors' certificate on corporate governance is annexed hereto and forms part of this report.

13. AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

14. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

15. AUDITORS

> Statutory Auditors

The Company Auditors, M/s. Pravin Chandak & Associates, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ('the Act') read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board have recommended their re-appointment as Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting of the Company.

In terms of the first proviso to Section 139 of the Companies Act, 2013, 2013 the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Pravin Chandak & Associates, 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 reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

> Internal Auditor

The Company did not appoint any Internal Auditor for the period under review. The Company proposes to get the Internal Audit done in the current year and shall make the necessary disclosures in the next Annual Report.

> Secretarial Auditor

M/s. P. D. Pandya & Associates, Practicing Company Secretaries, was 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure II to the Board's report.

16. COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations, adverse remarks or disclaimers made by M/s. Pravin Chandak & Associates., Statutory Auditors, in their Audit Report.

The Company is carrying on business of Finance and Investment without holding valid Certificate of Registration u/s 45IA of Reserve Bank of India Act, 1934, which attracts the penalty of Rs. 5 Lacs u/s 58B (4-A) of the RBI Act, 1934.

The management to make good of said default Company had decided to make application to RBI for obtaining COR from RBI, however RBI had stop considering any fresh application for granting COR to existing Company. With the view of that Company has diversified its business line and started new business of Trading in Textile and more than 50% of the total revenue is been generated from Textile Business, hence the company no longer qualifies to be an NBFC company and dispense the requirement of obtaining COR from RBI.

As far as making of Loan and Advances are concerned, management grants demand loan only either to the parties known to the Company or by reference therefore in some cases loan agreements were not executed. The Loan and Advances granted by the Company is considered as good and recoverable and do not required any provisions and same has been closely supervised and monitored on regular basis and proper internal control is on place.

M/s. P.D. Pandya and Associates, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2014-15 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follow:

As pointed out by our Secretarial Auditors in their report, it was a matter of fact that Income Tax Authority had conducted income tax search on 9th June, 2015 and 10th June, 2015. During their search they had confiscated Minutes Books and certain other documents for their reference due to which the company could not produce physical copy of the minutes books to the secretarial auditor for their verification. However, the soft copy of the minutes was produced before the auditor and the same was verified by them.

The size of the Company is very small as compared to its peer group companies; the Company has also established Risk Management Policy in place to mitigate unforeseeable risks and frauds. The management thinks that Company has adequate internal control system commensurate with the size of the Company and the Statutory Auditor also conduct test audit on quarterly basis and submit the limited review certificate and draws the attention of the management on concerned matters. However the Management also ensures to strengthen the Internal Control System of the Company. The Company has appointed M/s. A.M. Gohel & Co. as the Internal Auditor for conducting periodic internal audit in compliance of Section 138 of Companies Act, 2013.

Mrs. Tanu Agarwal, Chief Financial Officer of the Company, was appointed as the Whole Time Director of M/s. Shree Nath Commercial & Finance Limited, a group company as both the companies are group company under the same management, which allows to devote full time to both the companies. However the same contravenes the provision of section 203 of Companies Act, 2013. To ensure the Compliance with said section, Company has suggested Mrs. Tanu Agarwal to take resignation from the post of CFO from the company and the same has been confirmed with Mrs. Tanu Agarwal.

17. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

18. RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has a well-defined risk management framework in place. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

19. RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year 2014-15, referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure III.

20. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided as under.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

21. NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company's policies and strategy apart from other Board matters.

The Board 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.

22. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 is annexed hereto and forms part of this report.

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

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Act read with Companies' (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and research and development are not applicable to the Company.

24. LISTING OF SHARES OF THE COMPANY

The Equity Shares of your Company continue to remain listed on Bombay Stock Exchange Ltd.

The Company has paid the listing fees as payable to the BSE Ltd. for the financial year 2015-16 on time.

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said Policy are included in the Report on Corporate Governance which forms part of the Annual Report.

During the financial year 2014-15, no cases under this mechanism were reported in the Company and any of its subsidiaries/ associates.

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

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

29. CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under Clause 49 of the Listing Agreements and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report.

30. ACKNOWLEDGEMENTS

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and co-operation received from bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

On behalf of the Board of Directors

Sd/- Tanu Giriraj Agarwal

(Director)

Date: 10/08/2015

Place: Mumbai