DIRECTORS' REPORT

The Members,

Your Directors are pleased to present the Twenty Second Annual Report of the Company, both on Standalone and Consolidated basis together with the Audited Financial Statements for the FY ended 31st March, 2015.

2. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A"

3. MEETINGS OF THE BOARD:

During FY 2014-15 four Board Meetings were held by the Company on 6th May, 2014, 11th August, 2014, 14th November, 2014 and 13th February, 2015. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The number of Committee Meetings held during the FY 2014-15 forms part of the Corporate Governance Report.

4. DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act.

(a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) That such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit or loss of the Company for the FY ended on that date;

(c) That proper and sufficient care has been taken 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;

(d) That the annual Financial Statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

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

5. DIRECTORS:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Harsha Saksena, Director of the Company retires by rotation at this AGM of the Company and being eligible, offers himself for reappointment.

In accordance with the provision of the Act, the Articles of Association of the Company, and as per the Clause 49 of the listing agreement entered with Stock Exchange, the Board of Directors in their meeting held on 29th May, 2015 appointed Mrs. Mangala Radhakrishna Prabhu as Additional Director (Woman Director) up to the ensuing AGM. The Company has received notice in writing from her signifying own candidature for appointment as Non-Executive Director of the Company. The Board recommends her appointment at the ensuing AGM.

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

6. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

7. AUDITORS & AUDITORS' REPORT:

M/s. Khurdia Jain & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of ensuing AGM and offer themselves for reappointment.

The Company has received letter from M/s. Khurdia Jain & Co., Chartered Accountants (Firm Registration No. 120263W) to the effect of their appointment, if made, would be in prescribed limit under Sections 139 and 142 of the Act. The Audit Committee and Board of Directors recommend reappointment of M/s. Khurdia Jain & Co. as Statutory Auditors of the Company to hold office conclusion of the ensuing AGM till the conclusion of next AGM and to fix their remuneration.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

8. SECRETARIAL AUDIT REPORT:

As per Section 204 of the Act, Secretarial Audit Report from M/s. H. S. Associate, Practising Company Secretaries (Certificate of Practice No. 1483) forms an integral part of this Report as "Annexure B."

There is no secretarial audit qualification for the year under review.

9. INTERNAL AUDITOR:

During the financial year the Company has appointed M/s. Shah Gupta & Co. Chartered Accountants, (Firm Registration No. 109574W) as Internal Auditor of the Company as per Section 138 of the Act.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186.

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are given in the notes to the Financial Statements.

11. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the FY with related parties were in the ordinary course of business and on an arm's length basis. During the year under review, 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.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: www.ladderup. com.

Your Directors draw attention of the members to after the Notes to the Financial Statement which sets out related party disclosures.

12. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:

Consolidated Performance

Your Company has earned total revenue of Rs. 990.42 lakhs in FY 2014-15 as compared to Rs. 1024.52 lakhs in FY 2013-14. The profit after tax in FY 2014-15 is Rs. 66.79 lacs as compared to Rs. 182.61 lakhs in FY 2013-14.

Standalone Performance

Your Company has earned total Profit after tax during the FY 2014-15 is Rs. 174.98 lakhs as against Rs. 234.80 lakhs in the FY 2013-14. Decline in the profit is basically attributed towards fewer returns upon sale of listed and unlisted securities held by the Company.

Your company as in the last few years continues to invest in asset based transactions with good growth prospects.

The FY 2014-15 was relatively difficult and uncertain year for companies operating in the financial services space. The global macroeconomic conditions as well as domestic market conditions converged simultaneously to create strong headwinds. There was perceptible impact on margins and profitability for most companies in the financial services space as well.

LADDERUP CORPORATE ADVISORY PRIVATE LIMITED (LCAPL)

In FY 2014-15, your Company's subsidiary, Ladderup Corporate Advisory Private Limited (LCAPL) revenues decreased from Rs. 536 lakhs in PY to Rs. 389 lakhs and this resulted in the Net Loss for the FY 2014-15 of Rs. 163 lakhs as against a Net Loss of Rs. 51 Lacs in the PY.

LCAPL continued its in-depth coverage and servicing of large and midmarket corporate clients during the year. LCAPL was able to build significant relationships with many well-known, reputed corporate groups during this year while focusing on deepening relationships with the existing clients through an array of customised advisory services.

The volatility and weak sentiment in the secondary markets for most of the year considerably impacted the primary markets. While LCAPL started the FY with a number of private equity offerings in the pipeline, many of them could not be completed due to challenging market conditions. Some of the deals got extended into the current FY.

Ladderup Wealth Management Private Limited (LWMPL)

The other subsidiary of your company is engaged in the wealth management solutions for HNIs, SMEs and Corporates. During the FY 2014-15 overall Wealth Management Industry faced some headwinds as most of the asset classes continued to remain under pressure. LWMPL continued its work in a focused way at increasing the pace of client acquisition and adding fresh talent to the core team. The Company continued its innovative approach of customising wealth management advice and providing structured solutions across all asset classes to the clients. All these efforts has helped the Company achieve total revenue of Rs. 260 lakhs in FY 2014-15 (PY Rs. 218 lakhs) while the profit after tax stood at Rs. 32 lakhs for FY 2014-15(PY Rs. 2 lakhs).

13. AMOUNT TRANSFERRED TO RESERVE:

During the FY 2014-15 the Company has transferred an amount of Rs. 34,99,350/-(P.Y. Rs. 46,96,002/-) equivalent to 20% of profit after tax of the Company to Special Reserve Account in compliance with Section 45IC of the RBI Act.

14. DIVIDEND:

In order to preserve funds for future activities, the Board of Directors of your Company do not recommend any Dividend for the FY 2014-15.

15. MATERIAL CHANGES:

During the FY 2014-15 there are no material changes affecting the financial position of the company and affecting the Financial Statements.

16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND  OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

17. RISK MANAGEMENT:

As per the Act, and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee is required to lay down the procedures to inform to the Board about the risk assessment and minimisation procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues

The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Committee by the MD & CEO and the CFO that the mitigation plans are finalised and up to date, owners are identified and the progress of mitigation actions are monitored.

18. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act, and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interests of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

19. SUBSIDIARIES:

The Company has two subsidiaries i.e. LCAPL and LWMPL. During the year Company has sold its entire shareholding held in Ladderup Insurance Broking Private Limited and accordingly the relation of holding company and subsidiary company has ceased.

During the year, the Board of Directors ('the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, we have prepared consolidated Financial Statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of our subsidiaries in the prescribed format are given in notes to the Financial Statements. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Act, the audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.ladderup.com <>. These documents will also be available for inspection during the business hours at the registered office of the Company.

20. SHARE CAPITAL:

The Issued, Subscribed and Paid-Up Equity Share Capital as on 31st March, 2015 was Rs. 12,85,26,000. During the year under review, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity. As on 31st March, 2015 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

21. NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY:

The Company has been registered as a Non-Banking Financial Institution on 24th February, 1998 In terms of the provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007. Your Company is categorized as a Non-deposit taking Non-Banking Financial Company. The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956.

22. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report.

23. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Management's Discussion and Analysis forms an integral part of this Report.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:

During the year following Directors and Key Managerial Personnel resigned and appointed in the Company.

• Mr. Tulsi Daryanani, Company Secretary resigned with effect from 11th August, 2014.

• Mr. Sanket Limbachiya, appointed as Company Secretary with effect from 1st February, 2015.

• Mr. Deepak Ladha, Executive Director and Mr. Alasdair Nisbet, Independent Director resigned from the directorship with effect from 4th April, 2015.

• Mrs. Bhama Krishnamurthy, appointed as Additional Director with effect from 13th February, 2015, and resigned from the directorship with effect from 19th May, 2015.

25. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

27. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same.

All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour of the Company has adopted a vigil mechanism policy.

29. CHANGE OF NAME:

The Company has taken Shareholders approval for change of name of the Company. However Company being a NBFC requires a Non-Objection Certificate (NOC) from the Reserve Bank of India. The Company has received NOC from RBI but the Board of Directors decided to defer the proposal for change of name for future period.

30. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

For and on behalf of the Board

Regd. Office : 102-A, Hallmark Business Plaza  Gurunanak Hospital Road,  Bandra (East), Mumbai - 400 051.  

Sunil Goyal   

Managing Director

DIN: 00503570  

Manoj Singrodia

Director

DIN: 01501529

 Place : Mumbai

Date : 29th May, 2015