The have pleasure in presenting the 100th Annual Report together with Audited Financial Statements of the Company for the year ended 31st March, 2018.

1. Financial Results (Rs. in Lakhs)

2. Operations

The income of the Company during the year under review mainly comprised of profit on sale of investments in shares & securities, dividend and rental income. During the year under review, the Company’s standalone net profits have increased to Rs. 1,213.01 Lakhs compared to Rs. 1,061.96 Lakhs during the previous year.

3. Dividend

The Directors recommend a dividend @ Rs.2.50 per equity share (25%) of Rs. 10/- each for the financial year ended 31st March, 2018 subject to approval of the shareholders at the ensuing Annual General Meeting to be held on 9th August, 2018. The total outflow on account of dividend inclusive of taxes for 2017-18 is Rs. 30.09 Lakhs.

4. NBFC Reserve Fund

A sum of Rs. 242.60 Lakhs was transferred to NBFC Reserve Fund from the yearns surplus.

5. General Reserve

The Company proposes to transfer Rs. 500 lakhs to General Reserve out of the amount available for appropriation.

6. Subsidiary / Joint Venture / Associate Company

Pursuant to Section 2(6) of the Companies Act, 2013, the Company has an Associate Company as on 31.03.2018 i.e. Dhunseri Investments Limited. The Company does not have any Subsidiary or Joint Venture as on 31st March, 2018.

Pursuant to Provisions of Section 129(3) of the Act, a statement in Form AOC- 1, containing the salient features of the financial statements of the Company’s Associate is attached with the financial statement of the Company.

7. NBFC Public Deposits Directions

With reference to RBI’s NBFC Public Deposit Directions, the Board of Directors of the Company has confirmed by passing a resolution that the Company has neither invited nor accepted any deposit from the public during the financial year 2017-18. The Company does not intend to invite or accept any public deposit during the financial year 2018-19. No amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance Sheet.

8. Delisting of shares with the Calcutta Stock Exchange (CSE)

The Company has voluntarily delisted equity shares from the Calcutta Stock Exchange (CSE) w.e.f. 31st October, 2017. Now, the equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE). The Company’s shares are compulsorily traded in dematerialized form.

9. Directors!] Responsibility Statement

Based on the framework of internal controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the management and the audit committee of the Board, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017 -18. Accordingly, pursuant to Section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that :

(a) In the preparation of the Annual Accounts, the applicable Accounting Standar’ have been followed with no material departures;

(b) They had selected such Accounting Policies and applied them consistently and made judgements 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 of the Company for that period;

(c) They had taken proper and sufficient care for the maintenance of adequate accounting recor’ 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 had prepared the annual accounts on a going concern basis;

(e) They had 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) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Directors & Key Managerial Personnel

Mr. C. K. Dhanuka (DIN : 00005684) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment as director of the Company.

Mr. Mrigank Dhanuka (DIN : 00005666) was appointed as Managing Director of the Company w.e.f 8th February, 2018.

Ms. Shilpa Agarwal resigned from the post of Company Secretary w.e.f 1st March, 2018.

There are no other changes in the Directors and Key Managerial Personnel of the Company during the year.

11. Number of Meetings of the Board

The Board met four times during the financial year 2017-18. The details have been provided in the Corporate Governance Report in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed to this Report.

12. Annual Performance Evaluation

The Independent Directors at a separate meeting held on 13.11.2017 without anyone from the non-independent directors and management, considered / evaluated the performance of the Board as a whole, performance of the Chairman and other non-independent Directors.

On the basis of parameters formulated by the Nomination and Remuneration Committee of the Board, a self-assessment questionnaire forms were sent for evaluation of the Board, the Committees, Director and the Chairman

The Board at its meeting held on 08.02.2018 evaluated the performance of the Board, the Committees and Independent as well as Non Independent Directors (without participation of the relevant director). The Board also reviewed the performance of the Chairman. The Board was unanimous that the performance of the Board as a whole, its Committees and the Chairman was satisfactory.

13. Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Policy on directors!] appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters as required under Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.

15. Committees of the Board

The Board has constituted various Committees in accordance with the requirement of Companies Act, 2013. The Company has the following Committees as :

I. Audit Committee

II. Nomination & Remuneration Committee

III. Stakeholders Relationship Committee

IV. Corporate Social Responsibility Committee

V. Share Transfer Committee

VI. Risk Management Committee

Details of all the above Committees along with the Composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Report.

16. Auditors

Pursuant to provision of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Dhandhania & Associates, Chartered Accountants (FRN : 316052E) were appointed as the Statutory Auditors of the Company for a period of 5 years to hold office from conclusion of the 99th Annual General Meeting of the Company (AGM) held on 8th August, 2017 till the conclusion of 104th AGM of the Company subject to ratification of their appointment by the Members at every AGM. The reappointment for the year 2018-19 is required to be ratified by the shareholders at the ensuing 100th AGM of the Company.

17. Auditors!] Report and Secretarial Auditors!] Report

The auditors’ report and secretarial auditors’ report are self-explanatory and does not contain any qualifications, reservations or adverse remarks and have been annexed to the report.

18. Risk Management

The Company’s main activity is investment in shares and securities. The management constantly monitors the capital market risks and systematically address them through mitigating actions on a continuous basis. The audit committee has additional oversight in the area of financial risks and internal controls.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

19. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

20. Transactions with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 27 to the financial statement which sets out related party disclosures.

21. Extract of the Annual Return

As required U/s 92(3), 134(3)(a) of the Companies Act, 2013 and read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is given in Annexure I in the prescribed Form MGT 9 which forms part of this report.

22. Corporate Social Responsibility (CSR)

The Company has in place a CSR Committee in line with the provisions of Section 135 of the Companies Act, 2013 as stated in the Corporate Governance Report. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and CSR activities undertaken by the Company during the year are set out in Annexure - II of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is also available on the Company’s website www.nagadhunserigroup.com.

23. Particulars of Employees

The information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below :

a. Ratio of Remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2017-2018.

b. Percentage Increase of Remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year :

Note - 1 : There is no increase in sitting fees payable to the Non-Executive Directors. The sitting fees is paid based on the number of meetings attended by the Directors during the F.Y. 2017-18.

Note - 2 : Mr. Mrigank Dhanuka was appointed as Managing Director w.e.f. 8th February, 2018 subject to the shareholders’ approval.

c. The percentage increase in the median remuneration of the employees in the financial year : 8.12%

d. The number of permanent employees on the rolls of Company as on 31.03.2018 : 11 (Eleven)

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year 2017-18 was 6.11% but the Comparison of average percentile increase already made in the salaries of employees other than the managerial personnel with the percentile increase in the managerial remuneration is not applicable as the Managing Director was appointed w.e.f. 8th February, 2018.

f. Affirmation that the remuneration is as per the remuneration policy of the Company The Company affirms that remuneration is as per remuneration policy of the Company.

g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i) Statement of Particulars of Top 10 Employees

* Employed for part of the year.

Notes :

1. Nature of employment is contractual.

2. Mr. Mrigank Dhanuka hol’ 1,286 shares i.e. (0.13%) in the Company. No other employees hol’ equity shares of the company.

3. Mr. Mrigank Dhanuka is related to Mr. C. K. Dhanuka and Mrs. Aruna Dhanuka. Mr. Mrigank Dhanuka is son of Mr. C. K. Dhanuka and Mrs. Aruna Dhanuka. None of the other employees mentioned above are related to any directors of the Company.

(ii) Employed throughout the Financial Year 2017-18 and drawing a remuneration in aggregate not Less Than One Crore Two Lakh Rupees per annum : NIL

(iii) Employed for a part of the Financial Year 2017-18 and drawing a remuneration in aggregate not Less Than Eight Lakh Fifty Thousand Rupees per month : NIL

(iv) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manager and hol’ by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company : NIL

24. Disclosure requirements

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandate the formulation of certain policies for all listed companies. All policies are available on the Company’s website www.nagadhunserigroup.com. The Corporate Governance Report with a Certificate of Practicing Company Secretary thereon and Management Discussion and Analysis Report are attached, which form part of this report.

The key policies that have been adopted by the Company are as follows :

Details of the familiarization program of the independent directors are available on the website of the Company (http://www.nagadhunserigroup.com/downloa’/programme-independent-directors.pdf)

Policy for determining material subsidiaries of the Company is available on the website of the Company (http://www.nagadhunserigroup.com/downloa’/naga-policy-for-determining-material-subsidiary.pdf)

Policy on dealing with related party transactions is available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/naga-related-party-transaction-policy.pdf)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The said policy is available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/naga-vigil-mechanism.pdf)

The Company has formulated the Corporate Social Responsibility Policy and the same is available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/CSR-Policy.pdf)

The Company has formulated a policy related to disclosure of material events affecting the Company i.e. Policy on Materiality and the same is available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/determination-of-materiality-of-an-event-or-information-for-disclosure-to-stock-exchanges-policy.pdf)

The policy deals with the retention and archival of corporate recor’ of the Company is also available on the website of the Company

(http://www.nagadhunserigroup.com/downloa’/archival-policy.pdf)

The Company has formulated the policy on preservation of documents and the same is available in the website of the Company

(http://www.nagadhunserigroup.com/downloa’/policy-on%20-peservation-of-documents.pdf)

The Company has formulated Nomination & Remuneration Policy and the same is available in the website of the Company

(http://nagadhunserigroup.com/downloa’/remuneration-policy.pdf)

The Company has formulated Code of Practices and Procedure for fair disclosure of unpublished price sensitive information and the same is available in the website of the Company (http://nagadhunserigroup.com/policy.html)

25. State of Company’s Affairs

The Company’s principle business is dealing in shares and securities. The Management regularly monitors the changing market conditions and tren’. Further, any slowdown of the economic growth or volatility in global financial market could adversely affect the Company’s business.

26. Material changes and commitments, if any, affecting the financial position of the Company

There are no such material changes and commitments which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

27. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’ operations in future.

No significant and material orders were passed by any regulator or court or tribunals impacting the going concern status and affecting the company’s operation in future.

28. Particulars of Conservation of Energy and Technology absorption

The particulars in respect of conservation of energy and technology absorption are not applicable to the Company as it is a NBFC Company, not being in any manufacturing activities.

29. Foreign Exchange Earnings and outgo

During the year under review there was no foreign exchange earnings and the outflow was Rs. 28.64 Lakhs.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the year on 17th January, 2018 No complaints have been received by the Company during the F.Y. 2017-18.

31. Internal Financial Control Systems and their adequacy

The Company has an effective system of Internal Control commensurate with the size of the Company and ensures operational efficiency, accuracy in financial reporting and compliance of applicable laws and regulations. The system is also reviewed from time to time for effectiveness.

32. Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Corporate Governance Report

33. Green Initiatives

As part of our green initiative, the electronic copies of this Annual Report including the Notice of the 100th AGM are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 100th AGM are sent by permitted mode.

The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting is provided in note 10 annexed to the Notice.

34. Acknowledgement

The Board of Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the banks and other authorities. The Board of Directors also thank the employees of the Company for their valuable services and support during the year. The Board of Directors also gratefully acknowledge with thanks the cooperation and support received from the shareholders of the Company.

For & on behalf of the Board of Directors

C. K. DHANUKA

Place : Kolkata Chairman

Dated, The 28th day of May, 2018 (DIN : 00005684)