The Directors have pleasure in presenting 30th Annual Report of the Company along with Audited Accounts for the year ended 31st August, 2014.

* FINANCIAL RESULTS:

The Financial Results of the Company for the year ended on 31st August 2014, as compared to the previous year are summarized below: -

                                                  (Rs. In Lacs)

                                     31/08/2014      31/08/2013

Total Income                              85.43           81.97

Profit/(Loss) before Taxation             47.65           41.37

Less: Depreciation                         1.68           02.26

Profit/Loss before Taxation               45.97           38.34

Provision for Income Tax                   0.00           00.00

Net Profit/Loss After Tax                 45.97           38.34

Transfer to General Reserve               45.97           38.34

Proposed Dividend                         00.00           00.00

However, with a view to plough back the profits and to cater the growing need of funds for business operations, your Board of Directors have decided not to recommend a dividend on Equity Share for the year under review.

* BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The company is a registered category I merchant banker since 1992 and is essentially concentrating on advisory and consultancy assignments in capital markets, business reorganization, investments, fund raising and corporate restructuring. The company is investing its surplus funds in the capital market and other financial instruments in view of the long term prospects of the Indian economy and the Company is confident that it would be able to take advantage of emerging opportunities in the coming years.

* DIRECTOR:

Mrs. Indira V. Mehta (DIN- 01591095), Director of the Company retires from office by rotation in accordance with the requirement of the Companies Act, 2013 and being eligible, offers herself for reappointment.

* PARTICULARS OF CONSERVATION OF ENERGY ETC.:

The company has no manufacturing activities relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the year under review.

* APPOINTMENT OF INDEPENDENT DIRECTOR:

In line with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchange, the Company had appointed Mr. Chetan Vora as Independent Director of the Company. As per section 149(4) of the Companies Act, 2013, every listed public company is required to have atleast one-third of total number of Directors as Independent Directors. Such Directors will be appointed for a fixed term of upto 5 (five) years and will not be liable to retire by rotation. In order to meet this requirements, the Director is appointed as an Independent Director for a fixed tenure as mentioned in the notice of forthcoming Annual General Meeting (AGM) of the Company.

The company has received a declaration confirming that they meet with the criteria of Independence from the Independent Director as prescribed under section 149(6) of Companies Act, 2013.

* RELATED PARTY TRANSACTIONS:

The company has given loans, guarantees and made investments as authorized and prescribed under law u/s 186 as well section 188 of Companies Act, 2013, the approval for which has been mentioned in the notice of the forthcoming Annual General Meeting (AGM) and the disclosure of which has been made in the Notice of the forthcoming Annual General Meeting and notes to Financial Statements as per Accounting Standard- 18.

* AUDITORS:

M/s. Dinesh K. Shah & Co. Chartered Accountants, hold office till the conclusion of ensuring Annual General Meeting and having received the required certificate u/s 141(3)(g) of the Companies Act, 2013 are eligible for reappointment. Board recommends the reappointment and requests the members to fix their remuneration. The notes on financial statement referred to in the auditors report are self explanatory and do not call for any further explanation/comment from the board.

* SECRETARIAL AUDIT REPORT:

In accordance with section 204 of Companies Act, 2013 the company has obtained a report from a secretary in Whole Time Practice and the same is appended herewith.

* PUBLIC DEPOSITS:

The company does not take any deposit from public. There was no Deposits unclaimed or unpaid by the Company after the date on which it has become due for payment or renewal on 31st August 2014.

* CORPORATE SOCIAL RESPONSIBILITY:

The company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company.

* REPORTING ON SUSTAINABILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

* DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, company's equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

* DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:-

a) That in preparation of the annual accounts, the applicable accounting standards have 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 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 ended on 31st August, 2014 and of the Profit of the Company for that year.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st August, 2014 in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company, and for prevention and detection of fraud and other irregularities.

d) That the directors have prepared the annual accounts on an ongoing concern basis.

e) That the Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

f) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

* LISTING:

The equity shares of the company are listed on Mumbai Stock Exchange (BSE code: 511377). The company is generally regular in payment of Annual Listing Fees. The company has paid listing fees for the year 2014-2015 to Bombay Stock Exchange.

* CORPORATE GOVERNANCE:

A detailed section on the code of Corporate Governance forms part of the Annual Report.

Requisite Certificate from the Auditor of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed to the report of Corporate Governance.

* ECONOMIC REVIEW:

The global gross domestic product (GDP) in the year 2014 grew is tepid and is likely to be moderate in terms of the international events. However, India is better placed. This momentum is expected to be maintained in the coming year with the new government and pro-growth policies.

INDIAN GDP GROWTH

India's GDP growth has been under significant pressure over the last two years. As per central statistical office (CSOs) provisional estimates, India's GDP has grown at 4.7% in FY14 as against 4.5% growth in FY13. The domestic concerns of the log jam in the infrastructure sector, slack capital investment cycle, slowdown in economic activities and high inflation continued to linger in FY14.This is likely to improve with the new pro-growth government. Inflation continued to haunt in FY14 with consumer price index (CPI) inflation showing an upward trend.

* INDUSTRY STRUCTURE AND DEVELOPMENT:

The company is operating in a regulated environment which is subject to regulations by the ministry of finance and SEBI. The company is conducting its activities with due diligence, rules and regulations and under the control of the regulatory authority appointed by the Govt. The changes in policies, economic conditions, fluctuation in currencies, commodities and such factors effects to the company's activity and operations. The regulatory requirements are substantial, cumbersome and un-surmountable for SMEs which impedes growth and development in capital market and business.

* OPPORTUNITIES AND THREATS:

The company had initiated recovery proceedings against its past dues. There is huge delay in recovering the dues from them due to slow and pro-defendant legal system. However the company has implemented the action plan for speedy recovery of dues from its defaulters. The company does not have powers like Bank. The Indian financial markets are stable and the company is sure to get benefits of the overall economic growth environment.

* SEGMENT WISE PERFORMANCE:

The company operated in two major segments of consulting and investments. The capital raising activity is dry. The recovery proceedings are on. The capital market consulting activity showed slow pace and the investments have fared better.

* RECENT TREND AND FUTURE OUTLOOK:

In recent years Indian economy under the new government has gathered strong momentum. The company is optimistic about the recovery of Indian economy and the capital market.

* RISKS AND CONCERNS:

The company has taken suitable steps to overcome the risks of the market and the economy as capital markets are uncertain to predict for medium to long term.

* INTERNAL CONTROL SYSTEMS AND THETR ADEQUACY:

The company has implemented proper system for safeguarding the operations/business of the company, through which the assets are verified and frauds, errors are reduced and accounts, information connected to it are maintained such, so as to timely completion of the statements.

The Company has adequate systems of Internal Controls commensurate with its size and operations to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. The company has internal audit and verification at regular intervals.

* MATERIAL DEVELOPMENTS IN HUMAN RESOURCES AND INDUSTRIAL RELATIONS FRONT:

Your Company has undertaken employee's development initiatives, which have very positive impact on the morale and team spirit of the employees. The company has continued to give special attention to human resources and overall development.

* CAUTIONARY STATEMENT:

Statement in this management discussion and analysis report, describing the company's objectives, estimates and expectations may constitute forward looking statements within the meaning of applicable laws or regulations. Actual results may differ materially from those either expressed or implied.

* ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company's affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

                                       On behalf of Board of Directors:

Place: Ahmedabad                       Indira V. Mehta
Date: 11th December, 2014              Director