DIRECTORS' REPORT

TO

THE MEMBERS

Your Directors present the 29th Annual Report and Audited Accounts of the Company for  the year ended 31 st March. 2015

DIVIDEND

In order to build up resources your Directors do not recommend payment of dividend for the Financial Year 2014-15.

PERFORMANCE

Looking to the highly competitive market scenario, your Company has done well. The Company is concentrating in building up sound port-folio of old vehicles and to utilize the surplus funds in mutual fund schemes to augment income

DIRECTORS

1. Shri G.D. Maheshwari (DIN 00235209) retiring by rotation at the ensuing Annual General Meeting and eligible for re-appointment.

2. The Board deeply regret to record the sad demise of our founder Chairman Dr. Gaur Hari Singhania (DIN 00054848) on 04.02.2015. The Board will miss his leadership and valuable guidance. The Board pay its condolence on his demise.

3. Shri Raj Kumar Gupta (DIN 00200238) Director of the company resigned from the directorship of the company on 01.09.2014. The Board places on records its appreciation for the services rendered by him as a director.

4. Ms. Manju Jain (DIN 06971010) was appointed as additional independent woman Director on 01.09.2014 in terms of section 161(1) of the Companies Act, 2013.

Ms.Manju Jain hold office upto the date of ensuing A.G.M. The Board further appointed Shri Yadupati Singhania (DIN 00050364) as Additional Director and Chairman of the Board on 24.02.2015. The Company have received separate notices from the shareholders for their appointment for a term of 5 years as per the Companies Act. 2013 to act as independent director upto 31.03.2020.

5. Further the Board appraised the performance of the independent directors and found their contribution to the proceedings of the Board beneficial for the Company. They have attended almost all the Board meetings and Committee meetings held from time to time.

AUDITORS

M/s V. P. Aditya & Company. Chartered Accountants, Kanpur. Auditors of the Company retire at the forthcoming Annual General Meeting They are eligible for re-appointment.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished u/s217(2A)oftheCompaniesAct, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OU TGO

The Company has no activities relating to conservation of energy or technology absorption. There is no foreign exchange earning and outgo during the year.

LISTING INFORMATION

The equity shares of your Company is listed with Bombay Stock Exchange Ltd.. Mumbai.

The Company's shares are marketable in Demat mode only. Shareholders are requested to convert their physical shareholding into Demat mode.

INCOME TAX PROCEEDINGS

Company's assessments are completed up to the assessment year 2013-14.

AUDIT COMMITTEE

During the year the committee held four meetings.

NOMINATION & REMUNERATION COMMITTEE

During the year no meeting was held.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year the committee held ten meetings

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance and a certificate from the Auditor's confirming compliance forms part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In terms of Clause 49 of Listing Agreement of the Stock Exchanges, Management Discussions and Analysis Report forms part of this report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 the Board has appointed M/s. Vibha Mehrotra 4 Co. Practicing Company Secretary (CP Membership No. 3103) as Secretarial Auditors of the Company whose report is attached separately to this report.

EXTRACT OF ANNUALRETURN

Extract of Annual Return of the Company is annexed herewith to this report

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

I. that In the preparation of Annual Accounts, the applicable accounting standards had been followed;

II. that the directors have selected such accounting policies & applied them consistently and made judgments & estimates that are reasonable & 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 31 st March. 2015 and of the profit of the Company for that year;

III. 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, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. that the directors have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to thanks the employees for their dedication and hard work.

For and On behalf of the Board

YADUPATI SINGHANIA

Chairman

Dated 26th May, 2015

Regd. Office : 16/16-A, Civil Lines. Kanpur - 208 001