MANAGEMENT DISCUSSION & ANALYSIS:

Financial Performance:

During the year under review, your Company has earned total income of Rs.165.25 lacs as against Rs. 238.36 lacs for the brvious year. After accounting for the expenditure of Rs. 32.81 lacs (brvious year Rs. 25.85 lacs), your Company earned a net profit after tax of Rs. 118.94 lacs.

The main source of income during the year was dividend income received from mutual fund investments made by the Company.

Your Company is examining various options of commencing new activities.

Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

In view of the volume of your Company's business, the current employee strength is considered adequate.

Subsidiary Company:

There are no subsidiaries of your Company.

BOARD OF DIRECTORS:

The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Avinash Jain (DIN: 00330054) and Mr. Arun

Arora (DIN: 00172044) as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as brscribed both under sub-section (6) of Section 149 of the Companies Act, 2013 (the Act) and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act, Mr. S. Sivakumar (DIN: 00105562) retires by rotation and is eligible for re-appointment. A brief resume of the Directors seeking appointment/ re-appointment is provided in the Notice.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the brparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with the requirements set out under schedule VI to the Companies Act, 1956 have been followed and there are no material departures for the same;

ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for brventing and detecting fraud and other irregularities; and

iv) The Directors have brpared the annual accounts on a 'going concern' basis.

FIXED DEPOSIT:

The Company has not accepted any Fixed Deposit from the public during the year under review.

APPOINTMENT OF INTERNAL AUDITORS:

The Company had appointed M/s. Madhvi Vora & Associates, Chartered Accountants, as the Internal Auditors of the Company. in place of M/s. Shrikant Kulkani & Associates, Chartered Accountants, who resigned w.e.f.April 20, 2014.

AUDITOR'S AND AUDITOR'S REPORT:

M/s. V. B. Goel & Co., Chartered Accountants, the Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company had received letters from M/s. V. B. Goel & Co., Chartered Accountants to the effect that their re-appointment, if made, would be within the brscribed limits under section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. They are being appointed as Auditors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company. The notes on financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

LISTING:

The Company's Equity Shares are brsently listed with BSE Limited and The National Stock Exchange of India Ltd.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from Practising Company Secretary confirming compliance of Corporate Governance as stipulated in clause 49 of the Listing Agreement with the Indian Stock Exchanges are included in Annual Report.

Particulars Of Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings:

The particulars as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 on conservation of energy and technology absorption is not applicable to your Company, since your Company is not a manufacturing Company. There were no foreign exchange earnings or outgo during the year.

PARTICULARS OF EMPLOYEES:

During the year, no employee of the Company was in receipt of remuneration exceeding the sum brscribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENTS:

The Board of Directors thanks the Company's promoters, customers, bankers and employees for their continued support.

By order of the Board of Directors

For Times Guaranty Limited

S. SIVAKUMAR  

Director

SHRIJEET MISHRA

Director

Place : Mumbai

Dated : May 20, 2014