DIRECTOR’S REPORT

The Directors take pleasure in presenting the 29^th Annual Report together with the Audited Balance Sheet as at 31 March, 2018 and the Statement of Profit & Loss for the year ended 31st March, 2018.

OPERATING RESULTS (Rs. In lakhs)

PERFORMANCE

During the year under review your Company’s turnover of 4,266.92’ (Rs. in lakhs) in the current year 2017-18 as compared to 4.123.32 (Rs. in lakhs) the previous fiscal year 2016-2017, registering an Increase of 03.48%. The Turnover of the Company for the year under review is stable.

DIVIDEND

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 10% per equity share ( 1.00 per equity share) for the financial year ended March, 2018. The Dividend will be paid in compliance with the applicable regulations.

The dividend will be paid to the members whose names appears in the Register of Members between 21^st September, 2018 to 28^th September, 2018 in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

REVIEW OF OPERATIONS & FUTURE PROSPECTS:

The Turnover of the Company for the year under review showed a Increase of 03.48% over the corresponding previous year.

DIRECTORS

Your Company has 6 Directors consisting of 3 Independent Directors, 3 (Three) Executive Directors including Managing Director as on March 31, 2018.

In accordance with the Articles of Association of the Company and In terms of Section 152 of the Companies Act, 2013, Mr. Kishore A. Turakhia the Directors of the Company, retire by rotation and being eligible, offer them for re-appointment.

AUDITORS

M/s Jayesh R. Shah & Co., Chartered Accountants, the Statutory Auditor of the Company be and is hereby given their consent to ratify their appointment at the ensuing Annual General Meeting to act as a Statutory Auditor of the company to hold the office from the date of 28th Annual General Meeting until the conclusion of the 32^nd Annual General Meeting subject to confirm in AGM.

AUDITOR’S REPORT

Information and explanations on items contained in the Auditors Report which might be considered to be “Reservations, Qualifications or adverse Remarks” is given below:

-There is no “Reservations, Qualifications or adverse Remarks” raised by in audit report.

KEY MANAGERIAL PERSONNEL

MissCharmi Jobalia appointedas theCompliance Offder cum company secretaryf the Company. Appointed as Key Manorial Personiieduring the Financial Year 20EB in accordance with the Section 2CB of the Companies Act, 20B.

NUMBER OF MEETINGS OF THE BOARD

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meeting to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

During the Financial Year 2017-18, the Company held 6 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

COMMITTEE OF DIRECTORS

The Company has following Committees of the Board:

*Audit Committee

*Nomination and Remuneration Committee

*Shareholder grievances committee/Investors Grievances Committee:

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in details in the ‘Report on Corporate Governance’ of the Company which forms part of this Annual Report.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

FIXED DEPOSITS

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of with Section 73 and 74 of the Companies Act, 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts)

Rules, 2014 , hence disclosure required under above rule not applicable to the Company.

FINANCIAL CONDITION AND RESULT OF OPERATION

Management Discussion and Analysis of financial condition and result of operation of the Company for the year under review, as stipulated under SEBI (LODR), 2015 of listing agreement with the Stock Exchanges are given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s B4 of the Companies Act, 20B are not annexed there are no employees drawing remuneration of more tRam6Q0Q0CC/ - per annum during the year under review, if employed for full year or more than 500000/ - per month, if employed for part of the year.

DIRECTORS RESPONSIBILITY STATEMENT

To tie best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section((B4(ff)the Companies Act, 20B -

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2) That the directors had 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 viz. 31st March, 2018 and of the profit or loss of the Company for the year ended on that date.

3) That the Directors had 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.

4) That the Directors had prepared the annual accounts on a going concern basis.

5) Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6) Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT

The Company has received necessary declaration from each Independent Director under Section 49( of the Companies A, 20B, that he/she meets the criteria of Independence laid down in Section 49(6) of the Companies Act, 20B and SEBI (LODR), 205 Independent Directors shall hold office for a term up to five consecutive years on the Board ( Company, but shall be eligible for r-appointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

LISTING OF EQUITY SHARES

The equity shares of your Company are listed on the Bombay Stock Exchange Limited, Mumbai (BSE).

The Listing fee for the financial year 2018-2019 has already been paid.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section B6 of t] Companies Act, 20B are given in the notes to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOING

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules 1988, is annexed hereto; and forms part of this report.

CORPORATE GOVERNANCE

As required by the SEBI Listing Regulations 2015 entered in to by your Company with the BSE Limited, a detailed Report on Corporate Governance together with a report on Management Discussion Analysis is included in the Annual Report. The Auditors have certified the Company’s Compliance with the Listing Agreement and the same is annexed to the report on Corporate Governance.

As per the Regulation 27 (2) of SEBI (LODR) Regulation, 2015 reporting of Corporate Governance Report is not mandatorily required to our company.

EXTRACT OF ANNUAL RETURN

The details forming part the extract of the Annual Return in form MGT 9 is Anne Admeasure-A” to the Directors’ Report.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, value business risks and opportunities. work seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels include documentation and reporting. The framework has different risk models which help in identifying r: trend, exposure and potential impact analysis at a Company level as also separately for business. T Company has adopted risk management policy.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statement The Company has adopted policy on internal financial control system for proper observation i adequate internal financial controls.

POLICIES Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy (WBP) in accordance with Section77(9) of the Companies Act, 20B and SEBI Listing Regulations 2015 to deal with instances of fraud and mismanagement, if any. The vigil mechanism/Whistle Blower Policy is uploaded on the Company’s website.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a police for selection and appointment Directors, Senior Management and their remuneration.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All related party transactions that were entered during the financial year were in the ordinary cousin the business of the Bank and were on strength basis. There were no materially significant related party transactions entered by the Company with promoters, Directors, Key Managerial Personnel other persons which may have potential conflict with the interest of the Company. Considering nature of the industry in which the Company operates, transactions with related parties of the Com are in the ordinary course of business arm’s length basis. All related party transactions entered into by the Company were in the ordinary. step of business and were on an arm’s length basis.

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassmen Women at Worked (Prevention, Prohibition and Redressal) Act, 20B has been notified on 9th December, 20B. Under the said Act every Company is required to set up an Internal Complain Committee to look into complaints relating to sexual harassment at work place women employee. A policy for prevention of Sexual Harasses fit Women at workplace and setting up of the Committee for implementation of said policy is under review and consider action.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analyse Report is attached separately to this report CORPORATE SOCIAL RESPONSIBILITY

The company does meet the criteria of Section B5 of Companies Act, 20B read with the Companies (Corporate Social Responsibility Boy) Rules, 204 so there is requirement to constitute Corporate Social Responsibility Committee and company had provided fund under the same and made expenditure as required

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 20B and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Company has appointed M/s GMS & CO., a firm of Company Secretaries in Practice to undertake the Secretarial Audit Company. The Secretarial Audit Report is annexed as “Annexure-B” to the Directors’ Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 20B SIEBI Listing Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individual the Chairperson’s as well as the evaluation of the working of its Audit Committee, Corporate Social Responsibility Committee, Nomination & Remuneration Committee and Stakeholder Relationships] Committee .

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There was unpaid/unclaimed Dividend of below table The company has unpaid/unclaimed dividend of

for past years which are not doe transfer to Investor Education and Protection fund pucks hued provisions of Section 125 of the Companies Act, 2013.

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

No material changes and commitments affecting the financial position of the Company occur between the end of the financial year to which this financial statements relate had report

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ACKNOWLEDGEMENTS

Your Directors wish to pace on record their appreciation and sincere thanks to the state government, government agencies, banks, financial institutions, joint venture partners, customers, shareholders, fixed deposit holders, vendors and other related organizations who through their continued support and cooperation, have helped, as partners, in your Company’s progress.

Your Directors also acknowledge the hard work, dedication and commitment of the employees.

By Order of the Board of Directors

Sd/-

Place: Mumbai Mahendra A. Turakhia

Date: 30^th May, 2018 Chairman and Managing Director