TO THE MEMBERS,

The Directors have pleasure in presenting the Thirty-Third Annual Report on the business, operations and state of affairs of the Company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS

The Company’s standalone financial performance under review along with previous year’s figures is given hereunder:

2. TRANSFER TO RESERVE

A sum of Rs.154,56,975/- has been transferred to Special Reserve during the year. Your Company does not propose to transfer any amount to General Reserve out of the amounts available for appropriation and an amount of Rs.5,33,34,617/- is proposed to be retained in the Profit & Loss account.

3. DIVIDEND

The Board of Directors has recommended a dividend of Rs.1.20 (Rupee One and Twenty Paise Only) per equity share on face value of Rs.10/- (Rupees Ten each) i.e.12% for the financial year ended March 31, 2018.

The payment of dividend is subject to approval of Members at the forthcoming Annual General Meeting (AGM), would result a Dividend outflow of Rs.83,65,080/- and dividend Distribution Tax of Rs.17,19,467/- aggregating a total outflow of Rs.100,84,547/-.

Dividend will be paid to those Members whose names appear in the Register of Members as on September 16, 2018.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2018 is Rs.6,96,75,000/-. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

The Company’s equity share capital is listed on BSE Limited. The shares are actively traded on BSE and have not been suspended from trading.

5. PERFORMANCE REVIEW / OPERATIONS

During the year under review Income from Operations increased from Rs.532.90 Lakhs to Rs.1041.64 Lakhs (Increase of 95.47%). Profit before Interest, Depreciation and Tax increased from Rs.496.70 Lakhs to Rs.970.15 Lakhs (Increase of 95.32%) and Profit after Tax increased from Rs. 280.66 Lakhs to Rs.772.85 Lakhs (Increase of 175.37%) Provision for taxation for the year is Rs.95.66 Lacs (including Deferred Tax Provision) as compared to Rs.89.40 Lakhs in the previous financial year.

6. PERFORMANCE OF SUBSIDIARY COMPANIES:

During the year under review the Company has only one subsidiary - Mukesh Babu Securities Limited (CIN: U67120MH1994PLC076455) and the Highlights of the financial performance during FY 2017-18 are as follows:

As on March 31, 2018, the Authorised & Paid up Share Capital of the Company is Rs.500,00,000/-(Rupees Five Crores Only) The net loss of the Company for the year ended March 31, 2018 is Rs.10.10 Lacs as compared to net profit of Rs.31.07 Lacs in previous year.

Accounts of Subsidiary:

The Consolidated Financial Statements of the Company are prepared in accordance with the provisions of Section 129(3) of the Companies Act, 2013 and as per the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

Pursuant to proviso (b) to Section 136(1) of the Companies Act, 2013, a copy of the audited financial statements for the year ended March 31, 2018 alongwith the Reports of the Board of Directors and the Auditors of the Company’s subsidiary- Mukesh Babu Securities Limited shall be furnished to any shareholder on demand.

These are also available for inspection at the Registered Office of the Company and are also being posted on the Company’s website www.mukeshbabu.com

7. CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) and applicable provisions of Companies Act, 2013 (“the Act”), the Consolidated Financial Statements of the Company have been prepared in accordance with the applicable Accounting Standards and forms part of the Annual Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014, Statement containing salient features of the financial statements of subsidiary is annexed to this report as Annexure -A.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to which this financial statements relate and the date of this report.

9. PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules 2014.There are no outstanding deposits at the end of the year.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company since the Company is an NBFC duly registered with the Reserve Bank of India. The details of loan given, investments made and guarantees and security provided during the financial year are furnished in the Notes to the financial statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions entered by the Company during the financial year were on an arms’ length basis and were carried out in the ordinary course of business.

During the year under review, the Company had advanced loans to its subsidiary - Mukesh Babu Securities Ltd. There were no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which have a potential conflict with the interest of the Company at large.

In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Policy on Materiality of Related Party Transactions and a Policy on dealing with Related Party Transactions. The Policy is available on the Company’s Website at www.mukeshbabu.com

The particulars as required under the Companies Act, 2013 are furnished in Form AOC-2 which is annexed as Annexure - B to this report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company for the financial year under review.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations and nature of its business activities. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

14. RISK MANAGEMENT

The Company being a Non- Banking Financial Company is regulated by Reserve Bank of India (RBI) and the Board of Directors of the Company has constituted the Risk Management Committee to frame, implement and monitor the Risk Management Policy of the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency. The policy is available on the Company’s website at www.mukeshbabu.com

15. WHISTLE BLOWER POLICY / VIGIL MECHANISM

As required under Regulation 22 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy are enumerated in the Corporate Governance Report. The policy is available on the Company’s website at www.mukeshbabu.com.

The policy provides for adequate safeguard against the victimisation of the employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Vigil Mechanism is overseen by the Audit Committee.

16. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the financial year ended March 31, 2018. The policy is available on the Company’s website at www.mukeshbabu.com.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(a) Cessation:

Mr. K. Chandrasekhar who was a Non - Executive Director on the Board of the Company for a period of more than 2 decades expired on 24th October, 2017 and thereby ceased to be a Director on the Board. The Board has been deeply saddened by the demise and places on record deep appreciation for his insightful contribution to the Company.

Mrs. Dipali Shah who was a Whole - Time Director & Company Secretary on the Board of the Company resigned from the Company’s Board with effect from 15th April, 2018 after having served the Company in roles of a Director & Company Secretary.

(b) Appointment of Director:

The Board has appointed Mrs. Meena Mukesh Babu (DIN: 00799732) as Non-Executive Director on the Board of the Company at the Board Meeting held on 29th May, 2018 with immediate effect. A Resolution is included in the Notice convening the Annual General Meeting seeking approval of the members for the appointment of Mrs. Meena Mukesh Babu as Non-Executive Director. The Board recommends her appointment.

(c) Re-appointment of Managing Director:

Mr. Mukesh Babu is re-appointed as the Managing Director with effect from 24th May, 2018 at the Meeting of the Board of the Company held on 29th May, 2018 in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 subject to the approval of the shareholders at the ensuing Annual General Meeting.

(d) Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh Babu, Director (DIN:00224300) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

In accordance with Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013, brief profile of the Director to be appointed / re-appointed is included in the Notice which forms part of this Annual Report.

(e) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following employees are the whole time key managerial personnel of the Company:

1. Mr. Mukesh Babu - Managing Director

2. Mr. Mahesh Thakar - Chief Financial Officer - appointed w.e.f. 29-05-2018

3. Ms. Dipali Shah - Company Secretary & Compliance Officer -resigned w.e.f. 15-04-2018

4. Ms. Manasi Dalal - Company Secretary & Compliance Officer-appointed w.e.f. 29-05-2018

18. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

19. BOARD AND COMMITTEES

During the year Four Board meetings were held and the gap between two Board Meetings did not exceed 120 days and atleast one meeting has been held in each Quarter.

The details of the constitution and meetings of the Board and its Committees held during the year are provided in the Corporate Governance Report which forms part of this Annual Report.

20. BOARD’S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, , Non-executive Directors, Independent Directors and its Committees The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

A meeting of the Independent Directors was held during the year under review.

The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

21. TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

As required under Regulation 25(7) of the SEBI Listing Regulations, every Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company’s strategy, operations, organisation structure, human resources, quality, finance and risk management. Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, functions, duties and responsibilities as a director. The terms and conditions of letter of appointment is available on the Company’s website at www.mukeshbabu.com

22. POLICIES OF THE COMPANY

The Company is determined in maintaining a good corporate governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI Listing Regulations in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company:

1. Code for Insider Trading Policy

2. Nomination & Remuneration Policy

3. Policy for determination of Material Subsidiary

4. Policy on materiality of Related Party Transactions

5. Policy on dealing with Related Party Transactions

6. Whistle Blower Policy

7. Document Retention and Archival Policy

8. Code for Directors and Senior Managerial Personnel

9. Policy on evaluation of Directors

10. Policy on prevention of Sexual Harassment of Women at Workplace

The aforementioned policies are available on the website of the Company and can be accessed at www.mukeshbabu.com

23. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their ability & knowledge hereby confirms that-

(a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed from time to time and no material departures have been made from the same

(b) they have selected such accounting policies and applied them consistently and made judgments 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 at 31st March, 2018 and of the profit and loss of the Company for that period;

(c) they had taken proper and sufficient care 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) they have prepared the annual accounts on a going concern basis;

(e) they, have laid down internal financial controls to be followed by the Company and that they are adequate and are operating effectively; and

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

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

25. STATUTORY AUDITORS

At the 32nd Annual General Meeting of the Company held on 29th September, 2017, the members of the Company approved the appointment of M/s. Chaitanya C. Dalal & Co. Chartered Accountants (FRN.101632W) as the Statutory Auditors of the Company for a term of period of 5 (five) years up to the conclusion of 37th Annual General Meeting subject to ratification of such appointment by the members at every annual general meeting to be held thereafter.

However, pursuant to the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018, with effect from 7th May, 2018; the requirement of ratification of appointment of the Auditors at every Annual General Meeting has been omitted under the Companies (Amendment) Act, 2017 which is effective from May 7, 2018 and Accordingly the Board proposes to ratify and confirm appointment of M/s. Chaitanya C. Dalal & Co., Chartered Accountants (FRN-101632W) as the Statutory Auditors of the Company up to the conclusion of 37th Annual General Meeting without further ratification of such appointment by the members.

The Company has received written consent and certificate of eligibility pursuant to the provisions of Sections 139, 141 and other applicable provisions, if any of the Companies Act and rules framed thereunder (including any statutory modification or re-enactment thereof for the time being in force) from M/s. Chaitanya C. Dalal & Co., Chartered Accountants.

The approval of the Members is sought, by passing an Ordinary Resolution for ratification of the appointment of the Auditors upto the conclusion of the 37th Annual General Meeting of the Company without the requirement of any further ratification by the members in terms of Section 139 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 made thereunder as amended by the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018.

26. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting re-appointed CS V. V. Chakradeo of M/s. V. V. Chakradeo & Co., Practicing Company Secretaries (FCS: 3382/ COP: 1705) to carry out the audit of secretarial records of the Company. The consent of the Secretarial Auditor to undertake the secretarial audit for the financial year ended March 31, 2018 has been received by the Company.

The Secretarial Audit Report is annexed to this report as Annexure - C.

27. STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Companies Act, 2013.

There are no qualifications, reservations or adverse remarks or disclaimers in the Statutory Audit Report and Secretarial Audit Report.

28. EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the extract of the Annual Return is given in the prescribed Form MGT - 9 is annexed to this report as Annexure - D.

29. PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided as Annexure - E to this report.

During the year under review, the Company does not have any employee who is drawing remuneration of Rs.1,02,00,000/- per annum or Rs.850,000/- per month as stipulated in the Act and the rules made thereunder. Hence, disclosures required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

30. CORPORATE GOVERNANCE

In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI Listing Regulations, as applicable, the Corporate Governance Report is given in Annexure - F and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

The certificate duly signed by the Managing Director on the financial Statements of the Company for the year ended March 31, 2018 as submitted to the Board of Directors regarding compliance by the Board members and senior management personnel with Company’s Code of Conduct is also enclosed therewith.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding Conservation of Energy and Technology Absorption are not furnished since the Company is not a manufacturing entity.

During the financial year under review, the Company did not have any foreign exchange earnings and outgo.

32. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management Discussion and Analysis is annexed to this Report as Annexure - G and forms the integral part of this report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

33. OTHER DISCLOSURES

a. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

b. The Statutory auditors and the Secretarial auditors of the Company have not reported any instances of fraud or irregularities as specified under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014;

c. There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operation;

d. Maintenance of cost records u/s 148 of the Act is not required for the company;

e. The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

34. GREEN INITIATIVE

As in the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Electronic copies of the Annual Report 2017-18 and Notice of the 33rd Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

35. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their gratitude for the valuable guidance and continued support extended by the Securities Exchange Board of India, Reserve Bank of India, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Mukesh Babu Meena Babu

Chairman Director

DIN: 00224300 DIN: 00799732

Date: 10th August 2018

Place: Mumbai