ANNEXURE I

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRIAL STRUCTURE AND DEVELOPMENTS

The year 2015 . 2016 was good for the Indian economy and the country is expected to report growth of GDP over 7.5%. The inflation also remained low and there was growth in many industries during the year with the Stock Markets not being very high as compared to the beginning of the year but nevertheless remaining stable more or less during the said year. India has derived considerable benefits from the falling crude prices in the global market in the major part of the year resulting in reduction in trade deficit. The country was also able to contain wholesale price inflation along with retail inflation. The Reserve Bank of India has during the year cut the policy rate twice at the rate of 25 basis points each time, making way for the commercial banks and the financial institutions to reduce lending rates. The Company is a beneficiary of this move. The industry is expecting further rate cuts in future.

Stable to bullish trend has been witnessed in the Stock Market during the major part of the year under review, primarily on account of the Country having a stable Government whose policy reforms have been benefitting various sectors of the economy. The prospects of the general Indian economy are looking good with the expectation of good flow of funds by the foreign investors coupled with investments from the domestic investors. In view of the above factors, the business atmosphere is becoming congenial for various industries including the financial and investment sector in which your Company is engaged.

OPPORTUNITIES AND THREATS, RISKS AND CONCERNS

Your Company being a Non-Banking Financial Company is primarily engaged in the business of making investments and giving loans to various bodies corporate. The major part of the loans and investments made by the Company are in the Group Companies. Some of the Companies where the Company holds sizeable shares declared reasonable dividend in the last year and they are expected to recommend dividend in this year too in view of the improvement in business scenario. The Company expects timely recovery of loans with interest thereon from its borrowers. Being a part of the Williamson Magor Group, the Company is in a position to derive benefits from the Group infrastructure and the reputation that the Group enjoys in the corporate world.

The Company has considerable investments in the shares of a few listed Companies. In a volatile market the Company is exposed to the risk of fluctuation in share prices. This however is not likely to affect the working of the Company as a major part of the said investments are held on a long term basis and temporary fluctuations of those shares in the stock market do not have much financial implication to the Company.

The Company being a Member of Credit Information Bureau (India) Limited (.CIBIL.), a credit information company pursuant to the Credit Information Companies (Regulation) Act, 2005 will be in a position to avail of the financial data of its Members who may be its lenders/borrowers (not being Group Companies). This will eventually minimize the Company.s risk of operations.

OUTLOOK

Earnings of the Company depend on the performance of the Companies where the Company has invested funds in equities or given loans. With better growth prospects continuing with a stable Government at the Centre, the economy is expected to grow more offering better environment for the industries to perform better. The Companies where the company has invested funds or to whom it has lent money are expected to improve their performance and some have shown also improved performance. As a result the Company hopes to generate higher income in the form of interest, dividend and other income in the current year.

A further rate cut by the Reserve Bank in the current year will have a beneficial effect on the Company in the form of reduced interest burden. Barring unforeseen circumstances, the Company is expected to do well in the current year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains a system of Internal Control commensurate with its size. The Internal Auditors regularly review the operations. The Audit Committee reviews the adequacy of Internal Control System at regular intervals and provides guidance for improvement.

The Risk Management Committee formed by the Board of Directors of the Company also has a policy by which it periodically reviews the various risks to which the Company is exposed to and ensures proper record maintenance and proper legal compliances for exercising effective Internal Controls.

Moreover, the KYC Norms (i.e. Know Your Customer Norms) and the Revised Fair Practices Code as per the RBI directives act as integral parts of the overall Internal Control System of the Company.

HUMAN RESOURCES

There is no material development on the Human Resources front. The Company maintains harmonious relationship with its employees.

CAUTIONARY STATEMENT

Statements in the Management Discussion & Analysis Report in regard to projections, estimates and expectations have been made in good faith. Many unforeseen factors may come into play and affect the actual results, which could be different from what the Directors envisage in terms of future performance and outlook. Market information contained in this Report has been based on information gathered from various published and unpublished reports, and their accuracy, reliability and completeness cannot be assured.

For and on behalf of the Board

A. KHAITAN - Vice Chairman

R. S. JHAWAR - Director

Kolkata, 30th May, 2016