MANAGEMENT DISCUSSION & ANALYSIS REPORT

The information, as required under clause 49 of the Listing Agreement, is as under :-

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

As developed economies especially the U.S. made a gradual recovery, the global economy also registered a moderate growth. Overall global growth is expected to witness slow but steady revival over the next few years. Also the growth in the global economy remains irregular with the euro region still vulnerable and the slowdown in China due to lower investment by the government on fixed capital formation.

Indian economy has also led to steady revival, backed by a very determined government focused on clearing fundamental hurdles and increasing the ease of doing business. Further, Indian Economy is poised to return to its high growth path, thanks to lower fiscal and current account deficits, falling inflation, falling cost of capital and structural reforms to boost investments.

Further, almost stable currency market as compared to the brvious year , contributed to stability in International Trade. "Make in India" initiative of the Indian Government is also expected to boost not only the growth of domestic industry but of the International Trade as well. Looking ahead, there is ample optimism about the International Trade to grow to high trajectory.

b) OPPORTUNITIES & THREATS

With the reform oriented and business friendly government at the center and India developing at a growth rate which is ahead of all other developing economies of the world, the opportunities for the company appears to be endless. However the trading industry may face the risk of imposition of a ban on import/export of a commodity by the government of any country, decrease in consumer demand, price war among key competitors.

c) FINANCIAL PERFORMANCE

We have during the financial year registered growth in our sales in the International Trade division alongwith a growth in profitability as well. The Company's sales turnover during the year under review has increased to Rs. 452163 Lacs from Rs. 417192 Lacs during the brvious financial year. The Profit before debrciation & tax during the year has also increased to Rs. 7503 Lacs as against Rs. 6485 Lacs in the brvious year. The Profit after Tax has also increased to Rs. 4931 Lacs as against Rs. 4229 Lacs of the brvious year due to negative forex variations. However, profitability of the Company has decreased in Real Estate segment from Rs.1247 Lacs to Rs.791 Lacs whereas in Trading items segment the profit has increased to Rs. 8007 Lacs from Rs. 7045 Lacs in the brvious year. The segment wise financial performance of the Company has also been mentioned in the Notes on Accounts being part of this Annual Report.  

d) OUTLOOK

With the global economy appearing to be on the path of revival and with the high income economies showing signs of firm recovery after years of low growth and/or recession, the outlook for the International Trading Industry in particular and Trading Industry in general appears to be bright. With the formation of the new stable Government at the Center and its focus on the development of the infrastructure of the country and with the rising demand for the houses the outlook for the real estate industry appears to be bright. In view of the aforesaid the outlook of the Company also appears to be bright.

e) RISKS AND CONCERNS:

These aspects have been mentioned under the Heading "Opportunities and Threats".

f) INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate Internal Financial Control Systems & other internal control procedures commensurate with the size of the Company and the nature of its business for the import & export of commodities, minerals etc., purchase of assets and with regard to the sale of goods to ensure proper recording of financial & operational information and compliance of various statutory compliances.

g) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT

Human Resource is the most important element of the organization. Our Core Values are discipline, trust, integrity and work style. Core Values are established to align all the people in the organization in the direction of achieving stated goals all throughout the organization.

The Company is taking sufficient steps for employee engagement and motivation. This has resulted in reduction of employee turnover. Your Company focuses on recruiting and retaining the best talent in the industry. Moreover, Company provides them proper induction, training and knowledge upgradation for the individual as well as organizational growth. The Company continues to maintain its record of cordial and harmonious industrial relations without any interruption in work. Further, as on 31st March, 2015 the Company had 51 employees on its roll.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

The information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under:-

[A] CONSERVATION OF ENERGY

a) Energy Conservation Measures taken :

The Company has taken all measures for conservation of energy most economically.

b) Additional Investments & Proposals, if any, being implemented for reduction of consumption of energy: No such investment is proposed.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

These measures have led to consumption of energy more economically. Further, since there is no manufacturing activity in the Company, hence information on consequent impact on Cost of production is not applicable.

d) Form 'A' is not applicable to the company.

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the Company has not imported any technology. Accordingly, no R&D department exists in the company.

INDUSTRIAL RELATIONS :

Cordial and harmonious industrial relations brvailed throughout the year.

PARTICULARS OF Employees :

The particulars of employees who were in receipt of remuneration as specified in Sec.197(12) of the Companies Act, 2013 read with Rule 5(1)of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is attached herewith as 'Annexure-3' to this Report. Further, the information required under section Sec.197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is attached herewith as 'Annexure-4' to this Report.

EXTRACTS OF THE ANNUAL RETURN

As per Section 92(3) of The Companies Act, 2013, read with Rule 12 of The Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of the Company in Form No. MGT-9 is attached to this report as 'Annexure-5'.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH Related PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 have been enclosed with the report in the brscribed format AOC-2 as 'Annexure-6'.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant, material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

CASH FLOW STATEMENT

In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31st March, 2015 is forming part of this Annual Report.

MATERIAL CHANGES & COMMITMENTS AFFECTING FINANCIAL POSITION

There have been no material changes and commitments which have occured between the end of Financial year and the date of this report which can have impact on financial position of the Company.

ACKNOWLEDGEMENT :

Your Directors wish to place on record their sincere apbrciation for the continued co-operation and support extended by various Government Departments, Bankers, Dealers & suppliers and also acknowledge and apbrciate the contribution made by the employees.

The Board also wishes to place on record its gratitude to the valued customers, members and investors for their continued support and confidence in the Company.

For and on behalf of the Board

Sd/-  (DEEPAK KOTHARI)

Chairman & Managing Director

Sd/-  (MITESH KOTHARI)

Executive Director

PLACE:KANPUR

DATE : 27th May, 2015