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Directors Report of Chartered Capital & Investment Ltd.

Mar 31, 2015

To,

Dear Shareholders of

Chartered Capital and Investment Limited

The Directors are pleased to present herewith the 29th Annual Report together with the Annual Audited Accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

The Financial results for the year ended March 31, 2015 are summarized as under:

(Rs. In Lacs)

Particulars For the year ended

31/03/2015 31/03/2014

Total Income 313.58 226.41

Profit (Loss) before depreciation and taxes 131.07 116.19

Less: Depreciation 5.69 2.89

Less: Tax Expenses 54.28 16.28

Profit (Loss) After Tax 71.11 97.01

OPERATIONS

During the year under review, though the gross total income of the Company increased to Rs.313.58 lacs from Rs.226.41 during the previous year, the profit after tax decreased to Rs.71.11 lacs from Rs.97.01 lacs during the previous year mainly due to loss on sale of investment. The overall improvement in the capital market was the main reason for increase in the total income of the company which directors expect to continue in the coming years also.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year under review. The company is mainly engaged in the providing merchant banking services to its clients. In addition, income also arises from the sale of investment made by the company.

TRANSFER TO RESERVE

No amount was transferred to or from General Reserve or Securities Premium Account during the year under review. Entire profit of the company for the year under review was transferred to Profit & Loss Account of the Company.

DIVIDEND

The Board of Directors does not recommend any dividend for the year 2014-2015 with a view to reinvest the profit for the operations of the Company.

DIRECTORS

Constitution of the Board

The Board of Directors of the Company is constituted in compliance with the Companies Act and the Listing Agreement with the Stock Exchange. The Company has a balanced board with optimum combination of Executive, Non-Executive and Woman Directors which includes independent professionals. As on March 31, 2015, the Board of Directors of the company comprises of 6 Directors. Their details as on March 31, 2015 are as under:

Name Category/ Designation No. of outside Directorship and Committee membership/ Chairmanship Directorship# Public Private Company Company

Mr. Sanatan N. Munsif Independent Director Nil Nil & Chairman

Mr. A. L. Sanghvi Promoter Director, Nil 1 Non Executive Director & Vice Chairman

Mr. Mohib N. Khericha Promoter Director, 4 9 Managing Director

Mrs. Sofia M Khericha Promoter Director, Nil 1 Non Executive Woman Director

Mr. Deepak P. Singhvi Independent Director Nil 6

Mr. Ashok Kavdia Independent Director Nil 1

Name No of outside Directorship and Committee membership /Chairmanship Committee membership/ Chairmanship* Membership Chairmanship Inter se relationship between Directors

Mr Sanatan N Munsif Nil Nil Nil

Mr A L Sanghvi Nil Nil Nil

Mr Mohib N Khericha 1 4 Husband of Mrs. Sofia M Khericha

Mrs Sofia M Khericha Nil Nil Wife of Mr. Mohib N Khericha

Mr Deepak P Singhvi Nil Nil Nil

Mr Ashok Kavdia Nil Nil Nil

* Only Audit Committee and Shareholders/Investor Grievance/ Stakeholders Relationship Committee of public limited listed companies have been considered.

# Outside Directorship of Directors does not include directorship in any foreign company.

Appointment/Re-appointment of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mrs. Sofia M Khericha, Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. She is wife of Mr. Mohib N Khericha, Managing Director of the Company.

A brief resume of the Director proposed to be re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, is provided in the Notes to the Notice of the Annual General Meeting.

Changes in Directors and Key Managerial Personnel

During the year under review, shareholders of the company at their previous Annual General Meeting approved the appointment of Mr. Sanatan N Munsif, Mr. Ashok Kavdia and Mr. Deepak P Singhvi as independent directors of the Company for a term of five years. In addition, Mr. A L Sanghvi was re-appointed and Mrs. Sofia M Khericha was appointed as director liable to retire by rotation. At the same AGM, Mr. Mohib N Khericha was re-appointed as Managing Director of the Company.

Mrs. Sofia M Khericha, Director of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered herself for reappointment. She is wife of Mr. Mohib N Khericha, Managing Director of the Company.

Mr. Javed S Saiyed who was already heading after finance, accounts and general administration functions of the company was re-designated as Chief Financial Officer of the company with effect from April 1, 2014 pursuant to provisions of section 203 of the Companies Act, 2013.

Familiarisation Programme for independent Directors

Independent Directors at the time of their appointment are given the formal appointment letter mentioning various terms and conditions of their engagement. Independent Directors of the company are made aware of their role, duties, rights and responsibilities at the time of their appointment.

In order to familiarize the independent Directors with the business of the Company, presentation was made covering nature and scope of business, nature of industry in which company operates, profitability and future scope.

The Board of Directors have complete access to the information within the company and to interact with senior management personnel. Independent Directors have freedom to interact with the management of the company.

Board evaluation

The board has carried out an annual performance evaluation of its own performance, its committees, the Directors individually and the overall performance has been rated as satisfactory.

The evaluation of board shall be carried out annually as per the provisions of the Companies Act, 2013, rules thereof and Listing Agreement. Performance evaluation of each Director will be based on the criteria as laid down from time to time by the Nomination and Remuneration Committee.

Criteria for performance evaluation shall include aspects such as attendance for the meetings, participation and independence during the meetings, interaction with Management, Role and accountability to the Board, knowledge and proficiency and any other factors as may be decided by the Nomination and Remuneration Committee. Further, performance evaluation of an Executive Director will also be based on business achievements of the company.

The independent directors have also met separately on February 9, 2015.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of directors, KMP & senior management personnel and their remuneration. The requisite detail as required under section 178(3) and (4) and listing agreement is attached herewith as Annexure-A.

Number of meetings of the Board

The Board of Directors met 11 times during the year. The attendance of each Director at the Board Meetings and last Annual General Meeting held during the year under review are as under:

Director No. of Board Meetings Last AGM attended Held Attended

Mr. Sanatan Munsif 11 4 No

Mr. A.L.Sanghvi 11 11 Yes

Mr. Mohib N. Khericha 11 11 Yes

Mr. Ashok Kavdia 11 11 Yes

Mr. Deepak Singhvi 11 3 No

Mrs. Sofia M Khericha* 4 4 No

* Mrs. Sofia M Khericha was appointed as Director on 30.09.2014 and thereafter only 4 board meetings were held during the year.

Declaration by Independent Directors

All the Independent Directors of the company have furnished declarations that they comply the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement with BSE, Management Discussion and Analysis Report has been enclosed herewith as "Annexure-B" and forms part of Director's Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as Annexure – C.

CORPORATE GOVERNANCE

Please note that Clause 49 of the Listing Agreement relating to the Corporate Governance is not mandatorily applicable to the company with effect from October 1, 2014. This is as per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, according to which Clause 49 shall not be mandatorily applicable on "Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year". As on March 31, 2015, the paid up equity share capital and net worth of our company are Rs.3.01 Crores and Rs.22.39 Crores respectively and therefore the provisions of the clause 49 are no more mandatorily applicable on our Company. Even on March 31, 2014, the paid up equity share capital and net worth of our company were Rs.3.01 Crores and Rs.21.69 Crores respectively.

However, as the provision of clause 49 of the listing agreement was applicable to the company for a part of the year under review i.e. till September 30, 2014, we are attaching a separate report on Corporate Governance in the Annual Report marked as "Annexure-D" to the Director's Report confirming the compliance with the provisions of clause 49 to the extent applicable on the company till September 30, 2014. The certificate from Statutory Auditor of the Company, regarding the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange forms part of the said report.

CEO/CFO CERTIFICATION

As mentioned above, the clause 49 of the Listing Agreement is not mandatorily applicable on the company w.e.f. October 1, 2014. However, as the provision of clause 49 of the listing agreement was applicable to the company for a part of the year under review i.e. till September 30, 2014, a certificate from the Managing Director and Chief Financial Officer of the Company, pursuant to Clause 49(IX) of the Listing Agreement has been placed before the Board at its Meeting held on August 28, 2015 and has been disclosed in the Corporate Governance Report forming part of the Annual Report.

SEBI'S ORDER IN THE MATTER OF IPO OF RDB RASAYANS LIMITED

SEBI has vide its order dated May 13, 2015, in respect of Chartered Capital And Investment Limited in the matter of IPO of RDB Rasayans Limited, disposed off the matter without any further direction in the matter.

Our Company has filed an appeal against SEBI order May 13, 2015 with Hon'ble Securities Appellate Tribunal (SAT) for directing SEBI to remove remarks made against the Company and same is still pending.

STOCK EXCHANGES

The Company's shares are presently listed on BSE Limited. The company has paid necessary listing fees of BSE for the year 2015- 2016.

DIRECTORS' RESPONSIBILITY STATEMENT:

As per section 134(3) of the Companies Act, 2013, the Directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The directors have 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 as at March 31, 2015 and of the profit of the company for the year ended on that date;

iii) The Directors 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;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORTING OF FRAUD BY AUDITORS OF THE COMPANY

There are no incidence of fraud reported by the auditors as required under section 143 (12) of the Companies Act, 2013.

REPORTS BY AUDITORS

Statutory Auditor

M/s Mayank Shah & Associates, Chartered Accountants (Firm Registration No. 106109W) were re-appointed as statutory auditor of the Company in the last Annual General Meeting of the Company held on September 30, 2014, to hold office from last AGM upto the conclusion of next Annual General Meeting on such remuneration as may be fixed by the Board.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended March 31, 2015. The notes on the Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments or explanations.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 Secretarial Audit Report for the financial year ended on March 31, 2015 given by M/s Nahidakhtar Vhora & Company, Practicing Company Secretaries is attached as Annexure-E. The Secretarial Auditor Report are self-explanatory and do not call for any comments or explanations.

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

Particulars of loans and guarantee given and the investments made by the company as at March 31, 2015 are forming part of financial statements.

STATE OF THE COMPANY'S AFFAIR

Slowly but gradually the business of the company is picking up the pace and total income of the Company increased to Rs.313.58 lacs from Rs.226.41 during the previous year, though the profit after tax decreased to Rs.71.11 lacs from Rs.97.01 lacs during the previous year. We expect that the business of the company will grow in the time to come as the sign of revival of primary market has started with the few IPOs being launched during last few months and more in pipeline and expected to open in the near future. This revival of primary market coupled with the robust performance in the secondary market is expected to help us in growing the business of the company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy

(a) the steps taken or impact on conservation of energy: As the operations of the Company are not energy intensive, the same is not applicable. However, adequate measures have been initiated for conservation of energy.

(b) the steps taken by the company for utilising alternate sources of energy: Though the operations of the Company are not energy intensive, the company shall explore the alternate sources of energy as and when necessity arises.

(c) the capital investment on energy conservation equipments: Nil

B. Technology absorption-

(a) the efforts made towards technology absorption: The operation of the company are of a nature where no major technology is used and therefore same is not applicable.

(b) the benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

(c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : Not Applicable

i. the details of technology imported;

ii. the year of import;

iii. whether the technology been fully absorbed;

iv. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(d) the expenditure incurred on Research and Development : Nil/ Not Applicable

C. Foreign exchange earnings and Outgo

There was no inflow or outflow of foreign exchange during the year under review.

RISK MANAGEMENT POLICY

The organization is in the process of strengthening its Risk Management framework with an endeavour to enhance the control environment via risk mitigation and reducing the impact of risks concerning the business of the company within the acceptable levels. It has been carried out in a phased manner wherein due emphasis is being given on identification, assessment and mitigation thereof through economic control of those risks that endanger to the assets and business of the Company.

To achieve the aforesaid objectives, the Board of Directors of your company has framed the Risk Management policy to identify, assess and mitigate the risk associated with the Business of the Company.

CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to the Company as it doesn't fall in any of the criteria under section 135(1) of the Companies Act, 2013.

PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of remuneration of each director to the median employee's remuneration and other details in terms of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure-F.

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014, during the year under review. Accordingly, no such disclosure is required to be made.

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

The Company has framed a policy on prevention of sexual harassment of women staff at workplace. No case was reported during the year under review under the policy.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has formulated a vigil mechanism through Whistle Blower Policy dealing with the instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the Company.

AUDIT COMMITTEE

The detail of the Audit Committee including its composition and terms of reference is mentioned in the Corporate Governance Report forming part of the Directors' Report.

The Board, during the year under review, had accepted all recommendations made to it by the Audit Committee.

INTERNAL CONTROL SYSTEMS

The Company maintains adequate and effective Internal Control System commensurate with its size and nature of business. Company believe that internal control system provide, among other things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in all material respects to permit preparations of financial statements in conformity with established accounting principles and that the asset of the company are adequately safeguarded against significant misuse or loss.

Some significant features of the Internal Control Systems are:

- Implementation and control of all transactions including finance, requisitions, quality and costing;

- Internal audits are conducted by external auditors and they audit all aspects of business;

- Extensive Audit programme and periodic review by Management and Audit Committee.

The Audit Committee closely interacts with and guides management and alongwith statutory auditors and internal auditors' reviews significant findings and follows up thereon.

RELATED PARTY TRANSACTIONS

There is no related party transaction during the year under review, except the remuneration paid to Mr. Mohib N Khericha, Managing Director of the Company. Related party transactions policy is available on website of the company.

DEPOSITS

During the year Company has not accepted any fixed deposits. As on March 31, 2015, there are no fixed deposits with the Company.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

ACKNOWLEDGEMENT

The Board of Directors wish to express their gratitude and appreciation for the continuous support and co-operation extended by the Banks, the Securities and Exchange Board of India, the Stock Exchange, various Government authorities, Financial Institutions and all shareholders.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of Board of Directors

Place : Ahmedabad Mohib N Khericha A L Sanghvi

Date :August 28, 2015 Managing Director Vice Chairman


Mar 31, 2014

Dear Shareholders of

Chartered Capital and Investment Limited

The Directors are pleased to present herewith the 28th Annual report together with the Annual Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

The Financial results for the year ended March 31, 2014 are summarized as under: |n LaCS.)

Particulars For the year ended

31/D3/2014 31/03/2013

Total Income 226.41 147.58

Profit (Loss) before depreciation and taxes 116.19 35.36

Less: Depreciation 2.89 3.02

Less: Tax Expenses 16.28 11.54

Profit (Loss) After Tax 97.01 20.80

OPERATIONS

During the year under review, gross income as well as net profit of the Company increased to Rs.226.41 lacs & Rs.97.02 lacs respectively from Rs. 147.58 & Rs. 20.80 lacs respectively during the previous year. The overall improvement in the capital market was the main reason for such increase in the overall performance of the company. DIVIDEND

The Board of Directors does not recommend any dividend for the year 2013-2014 with a view to reinvest the profit for the operations of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the company, Mr. A. L. Sanghvi, Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Company has received a notice in writing from member signifying the intention to propose Mrs. Sofia M Khericha to be appointed as Director retiring by rotation. This will enable Company to comply with the provisions of second proviso to Section 149(1) of the Companies Act, 2013 relating to the appointment of woman director.

Mr. Sanatan N Munsif, Mr. Ashok Kavdia and Mr. Deepak P Singhvi, Directors are the Independent Directors of the Company in terms of Clause 49 of the listing agreement entered into with the stock exchange where the company''s shares are listed. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed by the company in a general meeting, for a term upto five consecutive years and shall not be liable to retire by rotation. Accordingly, appointment of the said Directors as Independent Directors is being placed at the ensuing Annual General Meeting.

The Board of Directors has reappointed, subject to approval of shareholders, Mr. Mohib N Khericha as Managing Director of the Company for a period of 5 years w.e.f April 1, 2014 upto March 31, 2019.

A brief resume of the all the Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the BSE Limited, are provided in the Notes to the Notice of the Annual General Meeting. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement with BSE, Management Discussion and Analysis Report has been enclosed herewith as "Annexure-A" and forms part of Director''s Report.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is included in the Annual Report as "Annexure-B" to the Director''s Report. The certificate from Statutory Auditor of the Company, regarding the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchange forms part of the said report.

CEO/CFO CERTIFICATION

A certificate from the Managing Director and Chief Financial Officer of the Company, pursuant to Clause 49(V) of the Listing Agreement has been placed before the Board at its Meeting held on August 28, 2014 and has been disclosed in the Corporate Governance Report forming part of the Annual Report

SUBSEQUENT DEVELOPMENTS AFTER SEBI''S ORDER IN THE MATTER OF IPO OF RDB RASAYANS LIMITED

SEBI issued Show Cause Notice ("SCN") dated July 18, 2014 against Chartered Capital And Investment Limited under Regulation 28(1) of Securities and Exchange Board of India (Intermediaries) Regulations, 2008 in the said matter. The said SCN has been replied and the proceedings are under process. We expect that SEBI will accept our submissions and absolve us from all the charges made against us.

STOCK EXCHANGES

The Company''s shares are presently listed on BSE Limited. The company has paid necessary listing fees of BSE for the year 2014-2015.

We would also like to inform the shareholders that the Company has voluntarily delisted its equity shares from Ahmedabad Stock Exchange Limited ("ASE") in terms of regulation 6(a) and 7 of SEBI (Delisting of Equity Shares) Regulations, 2009 ("Delisting Regulations") while continuing the listing of Equity Shares at BSE Limited ("BSE") after complying with the necessary procedure prescribed under the delisting regulations. ASE has vide its letter dated January 20, 2014, approved the delisting of Equity Shares of the Company from the Exchange and w.e.f. January 22, 2014, the equity shares of the company are delisted from ASE and name of the company is removed from the list of listed companies on ASE.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors would like to state that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors have 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 ofthe state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 1956 for safeguarding the assets ofthe company and for preventing and detecting frauds and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

DEPOSITS

During the year Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

CONSERVAT ION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Particulars relating to the conservation of energy, technology absorption are not given as Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 is not applicable to the Company due to the nature of the Company''s business operations, being a Merchant Banking Company, During the year under review there has been no foreign exchange earning or outgo.

PARTICULARS OF EMPLOYEES

None ofthe employees of the Company was in receipt of remuneration in excess ofthe limits prescribed under Section 217(2A) ofthe Companies Act, 1956 read with the relevant rules, during the year under review.

AUDITORS AND AUDITORS'' REPORT:

M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad hold office as Auditors ofthe Company until the conclusion of 28th Annual General Meeting and Board recommends their re-appointment till the conclusion of next Annual General Meeting.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board recommends their re-appointment for the next term.

Members are requested to consider their re-appointment as Auditors of the Company for the current year at a remuneration to be decided by the Board of Directors.

The Board has duly reviewed the Auditors Report on the Accounts. The observations appearing in the Auditors Report are self explanatory and do not call for any further explanation/clarification/comments by the Board of Directors. Acknowledgement

The Board of Directors wish to express their gratitude and appreciation for the continuous support and co-operation extended by the Banks, the Securities and Exchange Board of India, the Stock Exchange, various Government authorities, Financial Institutions and all shareholders.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees ofthe Company.

For and on behalf of Board of Directors

Place: Ahmedabad Mohib N Khericha A L Sanghvi Date: August 28,2014 Managing Director Vice Chairman


Mar 31, 2012

The Directors are pleased to present herewith the 26th Annuel report together with the Annual Audited Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

The Financial results for the year ended March 31, 2012 are summarized as under:

(Rs. In Lacs)

Particulars For the year ended

31/03/2012 31/03/2011

Total Income 314.73 858.17

Profit (Loss) before depreciation and taxes 215.07 609.53

Less: Depreciation 3.02 1.86

Less: Provision for taxes 49.00 182.20

Less: Deferred Tax 0.70 0.463

Profit (Loss) After Tax 162.35 425.01

OPERATIONS

During the year under review, gross income as well as net profit of the Company decreased to Rs.314.73 lacs & Rs.162.35 lacs respectively from Rs.858.17 & Rs.425.01 lacs respectively during the previous year. The overall dull capital market including primary market as well as the SEBI's ex-parte interim order dated December 28, 2011 prohibiting the Company and its 2 key officials from taking up any new assignment or involvement on any new issue of capital including IPO; follow-on issue etc till further directions, were the main reason for such downfall in the overall performance of the company. However, the Company is taking necessary steps to get the best possible relief at the earliest.

DIVIDEND

The Board of Directors does not recommend any dividend for the year 2011-2012 with a view to reinvest the profit for the operations of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Santan N Munsif Director of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The brief resume/detail relating to the Director who is to be re-appointed is furnished in the Notes to the Notice of the Annual General Meeting. Members are considered to consider their re-appointment as Director of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report has been enclosed herewith vide "Annexure-A" and forms part of Director's Report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the standards of Corporate Governance as prescribed under Clause 49 of the Listing Agreement with the stock exchanges. A Report on Corporate Governance together with the Auditors Certificate on the same is annexed as part of the Annual Report.

Your Company has also adopted a "Code of Conduct" for its Directors and Senior Management, as prescribed under Clause 49 of the Listing Agreement.

CEO/CFO CERTIFICATION

A certificate from the Managing Director, pursuant to Clause 49(V) of the Listing Agreement has been placed before the Board at its Meeting held on August 28, 2012.

FUTURE OUTLOOK

The economic outlook for the year 2012-13, high inflation, high interest rates, fiscal & current account deficit, liquidity tightness, high oil prices and pressure on exchange rates would be the reason for owing the down the economic growth. RBI, alongside inflation concern, should think about the economic expansion of the country since the liquidity situation could get distressed and will put India's economic growth at risk. Moreover, the higher cost of credit will certainly have an impact in the corporate balance sheet, which will prevent the short term foreign inflows in the country to finance the current account deficit until inflation sustained below comfort zone of reserve bank. Inflation would continue to remain the predominant concern for the debt market. We are likely to witness a lot of activity in all the spheres of the capital market. Inflation risks stayed, while growth showed a sign of moderation. On current reckoning, growth is likely to stay around trend growth of around 6-7 per cent. However, downside risks have increased. Overall, some moderation in growth is expected in 2012-13.

So far as company's near term future outlook is concerned, SEBI's ex-parte interim order dated December 28, 2011 prohibiting the Company and its 2 key officials from taking up any new assignment or involvement on any new issue of capital including IPO; follow-on issue etc till further directions, may also have its negative impact on the revenue and profitability of the Company. SEBI's ex-parte ad-interim order dated December 28, 2011 in the matter of IPO of RDB Rasayans Limited SEBI vide its ex-parte ad-interim order dated December 28, 2011 in the matter of IPO of RDB Rasayans Limited for which the Company was the BRLM, has, inter alia, prohibited the Company and its 2 key officials, from taking up any new assignment or involvement on any new issue of capital including IPO, follow-on issue etc from the securities market in any manner whatsoever from the date of the Impugned Order till further directions. The Impugned Order alleges lack of due diligence on the part of the Company in the handling of an IPO assignment as a merchant banker. The company filed its reply to SEBI on January 14, 2012 denying all the allegations against the company and its officials and also attended personal hearing held at SEBI's office on March 16, 2012. Inspite of repeated requests to SEBI to pass the final order in the matter, the SEBI has not passed any final order in the matter and therefore the Company has preferred to file an appeal against the said order to Hon'ble Securities Appellate Tribunal (SAT) on August 8, 2012. The Company expects a prompt & favorable order from SAT in this regard. However, the same is still pending with SAT.

STOCK EXCHANGES

The Company's shares are listed on Bombay Stock Exchanges Limited (BSE) and Ahmedabad Stock Exchange Limited (ASE). The company has paid necessary listing fees of both the stock exchanges for the year 2012-2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors would like to state that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors have 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 or loss of the company for the period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguards in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

DEPOSITS

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

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

Particulars relating to the conservation of energy, technology absorption are not given as Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 is not applicable to the Company due to the nature of the Company's business operations, being an Investment Banking Company. During the year under review there has been no foreign exchange earning or outgo.

PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES, 1975

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, during the year under review.

AUDITORS AND AUDITORS' REPORT:

M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad hold office as Auditors of the Company until the conclusion of 26th Annual General Meeting and Board recommends their re-appointment till the conclusion of next Annual General Meeting. The Company has received a certificate from Auditors under Section 224(1) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Act. The Board recommends their re-appointment for the next term.

Members are requested to consider their re-appointment as Auditors of the Company for the current year at a remuneration to be decided by the Board of Directors.

The Board has duly reviewed the Auditors Report on the Accounts. The observations appearing in the Auditors Report are self explanatory and do not call for any further explanation/clarification/comments by the Board of Directors.

Acknowledgement

The Board of Directors wish to express their gratitude and appreciation for the continuous support and co-operation extended by the Banks, the Securities and Exchange Board of India, the Stock Exchanges, various Government authorities, Financial Institutions and all shareholders.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

For and on behalf of Board of Directors

Place : Ahmedabad Mohib N Khericha A L Sanghvi

Date : August 28, 2012 Managing Director Vice chairman


Mar 31, 2010

The Directors are pleased to present herewith the 24th Annual report together with the Annual Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

The Financial results for the year ended March 31, 2010 are summarized as under:

(Rs. in lacs)

Particulars For the year ended

31/03/2010 31/03/2009

Total Income 561.84 382.74

Profit (Loss) before depreciation and taxes 355.76 147.88

Less: Depreciation 1.67 2.90

Less: Provision for taxes 99.50 46.50

Add: Deferred Tax Credit 0.47 0.10

Profit (Loss) After Tax 255.06 97.86



OPERATIONS

During the year under review, gross income of the Company increased from 382.74 lacs during the previous year to Rs. 561.84 lacs during the current year i.e. an increase of 46.79 %. During the year company has earned profit after tax of Rs. 255.06 lacs as against Profit after Tax of Rs. 97.86 during the previous year i.e. an increase of 160.64 %.The gradual increase in the capital market has lead to an improvement in the overall performance of the company.

DIVIDEND

The Board of Directors does not recommend any dividend for the year 2009-2010 with a view to reinvest the profit for the operations of the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the company, Mr. Ashok Kavadia and Mr. Deepak P. Singhvi, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The brief resume/detail relating to the Directors who are to be re-appointed is furnished in the Notes to the Notice of the Annual General Meeting. Members are considered to consider their re-appointment as Directors of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report has been closed herewith vide "Annexure" and forms part of Directors Report.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to the standards of Corporate Governance as prescribed under Clause 49 of the Listing Agreement with the stock exchanges. A Report on Corporate Governance together with the Auditors Certificate on the same is annexed as part of the Annual Report.

Your Company has also adopted a "Code of Conduct" for its Directors and Senior Management, as prescribed under Clause 49 of the Listing Agreement.

CEO/CFO CERTIFICATION

A certificate from the Managing Director, pursuant to Clause 49(V) of the Listing Agreement has been placed before the Board at its Meeting held on September 3, 2010.

FUTURE OUTLOOK

The Indian capital markets have performed better than most others during this financial year. Markets went through some testing times during the second half, but we see good opportunities in the year ahead. We are likely to witness a lot of activity

in all the spheres of the capital market. The projected growth of the Indian economy along with the resultant growth in the capital markets compels us to identify the enabling factors and to work towards putting them in place, at the earliest.

STOCK EXCHANGES

The Companys shares are listed on Ahmedabad Stock Exchange Limited (ASE) and Bombay Stock Exchanges Limited (BSE). The company has paid necessary listing fees of both the stock exchanges for the year 2010-2011.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956 the Directors would like to state that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. The Directors have 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 or loss of the company for the period;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguards in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

DEPOSITS

During the year Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

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

Particulars relating to the conservation of energy, technology absorption are not given as Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 is not applicable to the Company due to the nature of the Companys business operations, being an Investment Banking Company. During the year under review there has been no foreign exchange earning or outgo.

PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES) RULES, 1975

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, during the year under review.

AUDITORS AND AUDITORS REPORT:

M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad hold office as Auditors of the Company until the conclusion of 24th Annual General Meeting and Board recommends their re-appointment till the conclusion of next Annual General Meeting.

The Company has received a certificate from Auditors under Section 224(1) of the Companies Act, 1956 to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Act.

Members are requested to consider their re-appointment as Auditors of the Company for the current year at a remuneration to be decided by the Board of Directors.

The notes to the accounts referred to in the Auditors Reports are self explanatory, and, therefore do not call for any further comments.

Acknowledgement

The Board of Directors wish to express their gratitude and appreciation for the continuous support and co-operation extended by the Banks, the Securities and Exchange Board of India, the Stock Exchanges, various Government authorities, Financial Institutions and all shareholders.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.



For and on behalf of Board of Directors

Place : Ahmedabad Mohib N Khericha A L Sanghvi

Date :September 3, 2010 Managing Director Vice chairman

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