FINANCIAL HIGHLIGHTS:

The financial figures for the year under review are given below:

                                            (Amount in Rs.)

Particulars                               2014-15       2013-14

Income from operation 
and other Income                      2,31,52,091    2,70,33,116

Less: Depreciation                      11,23,475       4,03,433

Finance Cost                            10,77,927       9,41,500

Profit (Loss) before Tax                 7,87,287       5,55,495

Less: Current tax                        7,86,859       2,09,487

Deferred Tax                            (2,76,378)          -

Profit/(Loss) After Tax                  2,76,806       3,46,008

Add: Balance brought forward 
from previous year                    3,89,77,856    3,86,31,848

OPERATIONS:

During the year under review, the Company could achieve income of Rs. 231.52 Lacs during the year as compared to Rs. 270.33 Lacs during the previous year. The Profit before tax was Rs. 7.87 Lacs during the year as compared to Profit before tax of Rs. 5.55 Lacs in the previous year. Net profit after tax of the Company is Rs. 2.76 Lacs during the year as compared to Profit of Rs 3.46 Lacs in the previous year.

DIVIDEND:

In view to conserve the resources for the future business requirements, your Directors do not recommend any payment of dividend for the year ended 31st March, 2015.

SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital of your Company as on 31st March, 2015 is Rs. 90,211,880/- (Rupees Nine Crores Two Lakhs Eleven Thousand Eight Hundred Eighty only) divided into 85,21,188 Equity shares of Rs. 10/- (Rupee Ten) each and 50,000 0% Redeemable Preference Shares of Rs. 100/- (Rupees Hundred) each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies ( Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Ketan Babulal Shah, Non-Executive Non Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board recommends his re-appointment.

Further, the Board of Directors of the Company appointed Mrs. Sanjeevlata Samdani as an Additional (Independent) Director of the Company for a period of five years w.e.f. 31st March, 2015 up to 30th March, 2020 subject to approval of shareholders at the ensuing Annual General Meeting. The Company has received a notice along with requisite deposit from a member of the Company under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director of the Company.

Further the Board of Directors appointed Mr. Tushar Shah as Managing Director of the Company for a further period of five years w.e.f 1st July, 2015 till 30th June, 2020, subject to approval of Members at the ensuing Annual General Meeting.

Your Board recommends the above appointment /re-appointment.

Mr. Nilesh Dharia, Independent Director resigned from the directorship of the Company w.e.f. 31st March, 2015. The Board expresses its appreciation to Mr. Nilesh Dharia for his valuable guidance as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchange.

As stipulated under Clause 49 of the Listing Agreement, brief resume of the Directors proposed to be appointed/re- appointed are given in the Notice convening 29th Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Chandrakant Lodaya was appointed as Chief Financial Officer (CFO) of the Company w.e.f. 31st March, 2015.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure I.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategies apart from other business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met five times during the year the details of which are given in the Report on Corporate Governance. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE AND ITS COMPOSITION

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

As on 31st March, 2015, the Audit Committee comprised of Mrs. Sanjeevlata Samdani, Mr. Vinod Bapna, Independent Directors and Mr. Tushar Shah Managing Director of the Company.

Mrs. Sanjeevlata Samdani is the Chairman of Audit Committee of the Company.

SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company has a wholly owned subsidiary company named "KBS Capital Management (Singapore) Pte. Ltd.", Singapore which is engaged in the consultancy services. The Company does not have any Associate Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statement of subsidiary in Form AOC 1 is annexed as Annexure II.

EXTENSION OF ANNUAL GENERAL MEETING OF THE COMPANY:

The Company has taken approval from the Registrar of Companies, Maharashtra, Mumbai, vide letter dated 22nd September, 2015 and has extended the period of holding the Annual General Meeting of the Company for the financial year ended 31st March, 2015 by three months i.e. up to a period of 31st December, 2015 for availing the time for preparation of the Financial Statements of the Company.

LISTING:

The Equity shares of the Company continue to be listed at the BSE Limited (BSE). The Company is in process of payment of listing fees to the said stock exchanges for the financial year 2015-16.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts, the applicable accounting standards have 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 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.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and determination of salary of the Directors, Senior Management Personnel and any other employees of the Company. The Remuneration Policy is stated in the Report on Corporate Governance.

RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013 :

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

The details of loans, guarantee or investment made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15 are given under Notes to Accounts of financial statements.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has adopted a Policy for evaluation of the performance of the Directors, Key Managerial Personnel and Senior Management Personnel. Based on the consideration of various parameters, gathered from all Directors, the performance of the Board and individual Directors is evaluated. Besides, the Board has also developed a system to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors and the value addition provided by them.

The Policy, inter alia, provides the criteria for performance evaluation of Directors consisting of;

i. Attendance of the directors at the Meetings and the quality of contribution at Board and it's Committee/s meetings;

ii. Participation of such director in the company's business and attribution to the strategic plans of the Management;

iii. Relationship with other Board members and other officials of the Senior Management;

iv. Sharing of knowledge and experience for the benefit of the Company.

During the year under review, a separate meeting of the Independent Directors was held for evaluation of performance of non-independent directors, performance of the Board as a whole and performance of the Chairman.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on Company's operations in future.

WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Report on Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2014-15, no employee or director was denied access to the Audit Committee.

INTERNAL AUDIT:

The Company has appointed M/s. R. R. Shah & Co., Chartered Accountants, Mumbai, as its Internal Auditors.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial Audit Report received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai is appended as Annexure - III and forms part of this report.

SECRETARIAL AUDITOR'S REPORT :

In respect of the Secretarial Auditors' remarks in their report, the Company would like to state as under: A. In respect of Compliance under the Companies Act, 2013 and the as rules made there under.

a. In respect of resolutions passed by the board of directors in exercise of their powers under section 179 of the Act in the meeting held on 31st March, 2015 for the appointments of Chief Financial Officer, Internal Auditor and Secretarial Auditor, the company is yet to file MGT-14; the said form is to be filed within 30 days with normal fee or within a further period of 270 days with additional fee, and accordingly the company can file this form on or before 25th January, 2016 with requisite additional fee;

The Company is in process of filing the same.

b. The company did not provide to its members the facility of voting through electronic means (e-voting) in respect of resolutions to be passed at the Annual General Meeting held on 30th December 2014; further in respect of the resolutions moved at the said Annual General Meeting the assent of the members present was ascertained through show of hands;

The above non compliance was unintentional and due to oversight.

c. the company does not have a Company Secretary as required under section 203 of the Act; further the appointment of Chief Financial Officer was made only on 31.03.2015;

The Company is in process of appointing Whole - Time Company Secretary.

d. the appointment of Internal Auditors has been made only on 31.03.2015;

The Company was in the process of recruiting and appointing suitable Internal Auditor to meet the requirements and on completion of the appropriate process, the Internal Auditor was appointed in the month of March, 2015.

e. the company has extended loan to a wholly-owned subsidiary on which the interest payable is lower than the stipulated rate under section 186(7) and also there are no stipulation as to its repayment;

Due to oversight the interest rate was lower and the Company has subsequently taken steps to rectify the same together with finalization of other related terms of repayment.

f. the company has not properly updated its website with the mandatory disclosures; The Company is in process of updating of the same.

B. In respect of Compliances following under Listing Agreement, the Company:

g. has made payment of annual Listing Fee for the year 2014-15 only on 30.09.2015; Due to unforeseen financial crunch, payment could not be made on time.

h. has not informed the stock exchange of the appointment of Chief Financial Officer;

The above non-compliance was missed out inadvertently. i. has not paid annual charges for the year 2014-15 to the Depositories;

The Company is in process of making payment of the same.

j. has not given prior intimation of the meeting of board of directors convened on 14.11.2014 for the approval of consolidated financials for the year ended 31.03.2014 and also did not publish the same in the newspapers as required under clause 41;

The above non compliance was unintentional and due to oversight.

k. has not submitted the annual consolidated financial results for the year ended 31.03.2014 which was to be submitted latest by 30th May, 2014 and the same have not been published in the newspapers;

The above non compliance was unintentional and due to oversight.

l. the details of inter corporate loans have not been disclosed in the company's annual report for the year ended 31st March, 2014 as required under clause 32;

The above non compliance was unintentional and due to oversight.

m. has not uploaded the mandatory details/disclosures in the website.

The Company is in process of updating of the same.

INTERNAL FINANCIAL CONTROL:

The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges, the following have been made a part of the Annual Report and are attached to this report:

- Management Discussion and Analysis Report;

- Report on Corporate Governance;

- Auditors' Certificate regarding compliance of conditions of Corporate Governance.

COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio of remuneration of each Director to the median employee's remuneration are appended to this report as Annexure IV.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS:

M/s. Gopal Rao & Associates., Chartered Accountants, the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Auditor.

Your Directors recommend the re-appointment of M/s. Gopal Rao & Associates., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2015-16.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. There was no complaint on sexual harassment during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is not engaged in any manufacturing activity, the question of conservation of energy and technology absorption does not arise. However, your Company took many initiatives to reduce the electricity consumption.

Foreign Exchange Inflow / Outgo:              (Amount in Rs.)

Particulars                             2014-15         2013-14

Foreign Exchange used                       NIL              NIL

Your Directors express their gratitude for assistance and co-operation received from the Financial Institutions, 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 Employees of the Company.

                            For and on behalf of the Board of Director

Place: Mumbai                                              Tushar Shah

Date: 27th November 2015                  Chairman & Managing Director