Directors Report of Worth Investment and Trading Company Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2015.

1. Financial Performance of the Company

(Amount in Rs.)

FINANCIAL RESULTS 2014-15 2013-14

Profit/(Loss) After Tax 42,421 58,934

Add: Profit Brought Forward From Previous (1,03,620) (1,50,767) Year (61,199) (91,883)

Less: Transferred to Special Reserve 8 500 11 787

(69,699) (1,03,620) Balance Transferred over to next year

2. Dividend

Your Directors have not recommended any dividend in view of re- investment of the surplus in order to maintain a healthy capital adequacy ratio to support long term growth of your company.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund.

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Reserve

Your Directors have proposed to transfer a sum of Rs 8,500/- to the Statutory Reserve Fund as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company.

5. Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has connectivity with both Depositories, namely NSDL and CDSL (ISIN No: INE114O01012). The Company has appointed M/s Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members.

Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

6. Listing on Stock Exchange

The Company's Equity Shares are listed on the The Calcutta Stock Exchange. The Equity Shares of the Company are also listed on the Bombay Stock Exchange w.e.f 12th June, 2014 (Scrip Code: 538451). The Company has paid Listing Fee up-to date.

7. Brief description of the Company's working during the year/State of Company's affair.

The Company being an Investment and Finance Company presently invests to acquire, sell, transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks issued or guaranteed by any Company and also provide financial assistance by way of private financing to the identified groups.

The business of the Company largely depends on the consumers spending power.

8. Change in the nature of business, if any

The company has not changed its nature of business during the current financial year.

9. Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

10. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

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.

11. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

12. Statutory Auditors

M/s. M.K. Maroti & Associates, Chartered Accountant, Statutory Auditors of the Company, retires at the conclusion of this ensuing Annual General Meeting and is eligible for reappointment and proposed to be re-appointed at the ensuing Annual General Meeting for a term of Five years i.e from the conclusion of this Annual General meeting till the conclusion of 40th Annual General Meeting of the Company subject to ratification at each and every Annual General Meeting. Pursuant to 139 of the Companies Act, 2013, they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Your Directors are recommending their name for re-appointment.

13. Appointment of Whole-time Company Secretary

The Board of Directors of the Company at their meeting held on 13th February, 2015 appointed Mr Anand Chandak as Company Secretary of the company w.e.f 13th February, 2015

14. Auditors' Report

The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report shall be given.

15. Share Capital

Issue of equity shares with differential rights

Your company has not issued any of its securities with differential rights during the year under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

16. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT - 9) and is attached to this Report.

17. Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.

18. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

19. Directors:

A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution of the Board of Directors passed at its meeting,

NAME DESIGNATION

Suman Pal Independent Director

Dilip Kumar Shaw Independent Director

Rakesh Kumar Mishra Managing Director

Archana Sharma Additional Director

Anand Chandak Company Secretary

NAME PURPOSE

Suman Pal Appointed as Independent Director of the Company for a period of five year.

Dilip Kumar Shaw Appointed as Independent Director of the Company for a period of five year.

Rakesh Kumar Mishra Appointed as Managing Director of the Company for a period of 5 years w.e.f 25th September, 2014

Archana Sharma Appointed as Additional Director of the Company to regularize at the ensuing AGM.

Anand Chandak Appointed as Company Secretary w.e.f 13 February, 2015

B) Declaration by Independent Director(s) and re-appointment

Mr. Suman Pal, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the Independent Directors of the company was held to review and evaluate the performance of the Non- Independent Directors and the chairman of the company taking into account the views of the Executive Directors and Non- Executive Directors, assessing the quality, quantity and timeliness of flow of information between the company management and the Board and also to review the overall performance of the Board. The meeting of the company was held on 13/02/2015, wherein the performance of the Board as a whole was evaluated.

20. Number of meetings of the Board of Directors

Five Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates:

i) 15/05/2014, ii) 30/05/2014, iii) 12/08/2014, iii) 14/11/2014, iv) 13/02/2015

21. Particulars of Loans, Guarantee or Investment

There are no Loans, guarantee or Investment as per Section 186 of the Companies Act, 2013

22. Audit Committee and its Composition

The Audit Committee of the Company reviews the report to be submitted with the Board of Directors with respect to auditing and accounting matters. It also overviews the Company's internal control and financial reporting process.

Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 which is stated below:

Name Designation

Suman Pal Chairman & Independent Director

Dilip Kumar Shaw Member, Independent Director

Rakesh Kumar Mishra Member, Non Executive Directo

23. Order of Court

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company's operations or financial conditions.

24. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

25. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil mechanism (Whistle Blower Policy) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 12/08/2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

26. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation

Suman Pal Chairman & Independent Director

Dilip Kumar Shaw Member, Independent Director

Rakesh Kumar Mishra Member, Non- Executive Director

26. Stakeholder's Grievances Committee

The composition of the Investor grievance and Stakeholders Committee under Section 178 of the Companies Act' 2013 is hereunder:

Name Designation

Suman Pal Chairman & Independent Director

Dilip Kumar Shaw Member, Independent Director

Rakesh Kumar Mishra Member, Non- Executive Director

27. Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm's length basis during the financial year 2014-15.

28. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

29. Secretarial Audit Report

CS Manjula Poddar, Practising Company Secretary [C.P.No, 11252], is appointed as the Secretarial Auditor of the company. There is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

The Secretarial Audit Report is attach in this report as Form MR- 3

31. Corporate Governance Certificate & Management Discussion and Analysis Report

The Corporate Governance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement and the Management Discussion and Analysis Report has been annexed with the report.

32. Risk management policy

The company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

33. Directors' Responsibility Statement

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

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

(b) the directors 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 and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) 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, and

(F) 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.

34. Acknowledgements

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors

Rakesh Kumar Mishra Dilip Kumar Shaw Managing Director Director DIN: 00558379 DIN: 02880928 Place: Kolkata Date: 30/05/2015

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Mar 31, 2014

Dear members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2014.

Financial Results 31.03.2014 Rs. 31.03.2013 Rs.

Profit/(Loss) after tax 58,934 239,680

Add: Profit brought forward from (150,767) (342,447) Previous Year (91,833) (102,767)

Less: Transferred to Special Reserve 11,787 48,000

Balance transferred over to next year (103,620) (150,767)

Working

During the year, your Company has carried on the business of investment in shares and securities including units of Mutual Fund and providing financial assistance byway of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors do not recommend any Dividend.

Directors

During the year, Shri Manoj Kumar Pandit has resigned from the Directorship of the Company with effect from15/05/2014. In accordance with the provision of the Companies Act, 1956 and the Company''s Articles of Association, ShriRakesh Kumar Mishraretires by rotation and being eligible,offered himself for re-appointmentUpon the Companies Act, 2013, coming into effect from 1st April, 2014, MrDilip Kumar Shaw& Mr. Suman Pal proposed to be the Independent Directors w.e.f 1st April, 2014 & 15th May, 2014 respectively. The Executive Director of the Company is proposed to be the Managing Director subject to the approval of the members at the Annual general meeting and other statutory approvals.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Listing on Stock Exchange

The Company''s Equity Shares are listed on the Calcutta Stock Exchange.The Equity Shares of the Company are also listed on the Bombay Stock Exchange w.e.fl 2th June, 2014 (Scrip Code: 538451). The Company has paid Listing Fee up-to date.

Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has connectivity with both Depositories, namely NSDL and CDSL (ISIN No: INE114001012). The Company has appointed M/s MaheswariDatamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members. Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned/expense any foreign exchange during the year.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Auditors

M/s. M.K. Maroti& Associates, Chartered Accountant, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Pursuant to 139 of the Companies Act, 2013, they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Your Directors are recommending their name for re-appointment.

Appointment of Whole-time Company Secretary

The Board of Directors of the Company at their meeting held on 24th January, 2014 appointed MrAnupPandeyas Company Secretary of the company w.e.f24th day of January, 2014.

Directors'' Responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2014.The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31 st March, 2014 on a going concern basis

By order of the Board

Rakesh Kumar Mishra Dilip Kumar Shaw Director Director

Dated: 12th day of August, 2014

Regd. Office:

34, C.R Avenue

1st Floor,

Cabin No.2

Kolkata-700012

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Mar 31, 2013

The Members,

The Directors have the pleasure in presenting their report together with audited accounts of the Company for the year ended 31st March, 2013.

Working Results 31.03.2013 31.03.2012 Rs. Rs.

Profit/(Loss) after tax 239,680 27,531

Add: Profit brought forward from Previous Year (342,447) 3,029,528

(102,767) 3,057,059

Less : Transferred to Special Reserve 48,000 3,399,506

Balance transferred over to next year (150,767) (342,447)



Working

During the year, your Company has carried on the business of investment in shares and securities including units of Mutual Fund and providing financial assistance by way of loan.

Dividend

With a view to conserve the resources of the Company, the Board of Directors do not recommend any Dividend.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1957 are not applicable to your Company.

Conservation of Energy & Technology absorption, Foreign Exchange Earnings and Outgo:

The Company has no activities relating to conservation of energy or technology absorption. The Company has not earned/expense any foreign exchange during the year.

Deposits

The Company has not accepted or invited /renewed any deposits from the Public during the year under review.

Bonus Issue

1,400,000 Shares were allotted as Fully Paid-up Bonus shares in the ratio of 7:1 by way of capitalization of Reserves of the Company during the year under review.

Listing on Stock Exchange

The Company''s Equity Shares are listed on the Calcutta Stock Exchange. Company has paid Listing fee up-to-date.

Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has got connectivity with both Depositories, namely NSDL and CDSL ( INE114O01012 & Kolkata- 700012). The Company has appointed M/s Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700012 as Registrar and Share Transfer Agent to facilitate shares transfer job to its members. Members are requested to send their requests for share transfer, split, issue of duplicate shares etc to RTA or secretarial department of the Company at its registered office.

Auditors

M/s Maroti & Associates, Chartered Accountant Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Pursuant to Section 224 (1B) of the Companies Act, 1956; they have furnished a Certificate regarding their eligibility for appointment as Auditors.

Your Directors are recommending their name for re-appointment.

Directors'' Responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2013. The applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) That the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the directors had prepared the accounts for the Financial Year ended 31st March, 2013 on a going concern basis

Regd. Office: By order of the Board 34, C R Avenue 1st Floor, Cabin No.2 Kolkata-700012 Dated: 30th day of May, 2013 Dilip Kumar Shaw Rakesh Kumar Mishra Director Director

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Mar 31, 2012

To the Members of WORTH INVESTMENT & TRADING CO. LIMITED

The Directors present their 32nd Annual Report together with the accounts of your Company for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

PARTICULARS 2011-2012 2010-2011

Total Revenue 13,42,917 726,415

Total Expenses 258,110 201,377

Profit/(Loss) Before Exceptional & Extraordinary Items & Tax 10,84,807 525,038

Less: Exceptional Items 795,349 8,394

Profit/(Loss) Before Tax 289,458 516,644

Provision for Taxation 261,927 NIL

Profit/(Loss) After Tax 27,531 516,644

Less: Transferred to Reserve Fund u/s 45IC of RBI Act, 1934 3,399,506 NIL

Profit/(Loss) After Appropriation (3,371,975) 516,644

Add: Profit/(Loss) Brought Forward 3,029,528 2,512,884

Profit/(Loss) Carried to Balance Sheet (342,447) 3,029,528



DIVIDEND

Your directors do not recommend any dividend.

AUDITORS

M/s Maroti & Associates, Chartered Accountant Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Company has received letters from them to the effect that their appointment / reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment / reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.

EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, your company has no such employees.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption as required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company. Details of foreign exchange earnings and outgo, as required to be disclosed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given hereunder: -

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors, based on the representations received from the operational management, confirm in pursuance of Section 217 (2AA) of the Companies Act, 1956, that:

i) your Company has, in the preparation of the annual accounts for the year ended 31st March, 2012, followed the applicable accounting standards along with proper explanations relating to material departures, if any;

ii) they 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 31st March, 2012 and of the profit of your Company for the financial year ended 31st March, 2012;

iii) they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) The annual accounts have been prepared on a going concern basis.

SECRETARIAL COMPLIANCE CERTIFICATE

As required by Section 383A of the Companies Act, 1956, the Compliance Certificate received from Company Secretary in whole time practice is enclosed herewith

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.

For and on behalf of the Board

Place: Kolkata Chairman Date : The 3rd day of July, 2012