Directors Report of Summit Securities Ltd.

Mar 31, 2025

Your directors are pleased to present their Twenty-Eighth Report together with Audited Financial Statements for the
year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The summary of financial performance of the Company for the year under review is as given below:

Particulars	Standalone		Consolidated
	For the Year ended March 31, 2025	For the Year ended March 31, 2024	For the Year ended March 31, 2025	For the Year ended March 31, 2024
Total Income	4,619.45	4,747.96	11,902.94	10,223.92
Profit before Depreciation & Tax	4,342.14	4,496.78	10,048.59	9,838.90
(-) Depreciation	1.69	2.16	2.09	2.28
Profit/(Loss) before Tax	4,340.45	4,494.62	10,046.50	9,836.62
(-) Tax Expenses	1,270.32	982.51	3,186.93	2,263.60
Profit/(Loss) after Tax	3,070.13	3,512.11	6,859.57	7,573.02
( ) Other Comprehensive Income	35,557.25	1,46,961.62	75,581.78	3,84,453.97
Total Comprehensive Income for the year	38,627.38	1,50,473.73	82,441.35	3,92,026.99

FINANCIAL PERFORMANCE:

The equity market in India witnessed a period of high
volatility in the second half of the year. There was a
dramatic fall in valuation triggered by developments
across the globe. Towards the start of the second half
the US Treasury announced changes to their interest
rate policy which led to largescale selling by Foreign
Portfolio Investors. This was followed by an escalation
of hostilities in middle east that increased the fears of a
widespread war. In addition to these global factors, fears
of a deceleration in domestic growth coupled with high
valuations in domestic markets led to a broad-based fall
in the Indian equity markets resulting in Nifty 50 falling by
nearly 9% during this period. For the full year FY 2024¬
25 Nifty 50 returns were only around 5% vis-a-vis around
28% for FY 2023-24.

Total Income:

On a standalone basis, the total income for FY 2024-25
was Rs. 4,619.45 lakhs, which was marginally lower than
Rs. 4,747.96 lakhs in the previous year. While the dividend
income increased, lower gain on fair value changes of
mutual funds, and other investments of Rs. 784.64 lakhs
as compared to Rs. 2,288.84 lakhs in the previous year
resulted in decline in total income.

On a consolidated basis, the total income for FY 2024-25
was Rs. 11,902.94 lakhs as compared to Rs. 10,223.92
lakhs in the previous year, mainly due to higher dividend
income of Rs. 9,900.45 lakhs for the current year as
compared to Rs. 5,512.20 lakhs in the previous year.
However, the gain on fair value changes of mutual funds
and other investments of Rs. 1,685.21 lakhs for the
current year was lower than Rs. 4,455.22 lakhs in the
previous year.

Expenses:

On a standalone basis, the total expenses for FY 2024- 25
at Rs. 279.00 lakhs were marginally higher as compared
to Rs. 253.34 lakhs for the previous year. The increase
was mainly due to increase in employee costs and other
operating costs which were largely along expected lines.
On consolidated basis, the total expenses for FY 2024-25
were Rs. 473.61 lakhs as compared to Rs. 387.30 lakhs
for the previous year mainly due to increase in employee
benefit expenses costs and other operating costs.

Profit After Tax:

Standalone Profit after Tax for FY 2024-25 was Rs.
3070.13 lakhs as compared to Rs. 3,512.11 lakhs during
the previous year, mainly due to lower income.

Consolidated Profit after Tax for FY 2024-25 was Rs.
6859.57 lakhs as compared to Rs. 7,573.02 lakhs during
the previous year, mainly due to lower income.

Amounts proposed to be carried to reserves:

An amount of Rs. 614.03 lakhs has been transferred to
Special Reserve in standalone financial statements as
per the statutory requirements. The Company has not
transferred any amount to General Reserves during the
year.

DIVIDEND:

With a view to conserve resources in the current volatile
environment and to maintain sufficient funds for investment
and working capital requirements, your directors consider
it prudent not to recommend any dividend for the year
under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure & Developments, Opportunities
and Future Outlook:

Global economy grew by 3.3% in calendar year
2024, lower than 3.5% for calendar year 2023. Global
growth is expected to slow down further to 2.8% in
2025 led by various factors like continuing geopolitical
conflicts, US trade tariffs and higher interest rates.

India on the other hand has benefitted from stable
macroeconomic environment and declining inflation,
with the real GDP expanding by 6.5% in FY 2024¬
25. The RBI has projected inflation of 4.2% and GDP
growth of 6.5% for FY 2025-26 considering strong
infrastructure push by the Government, expected
reduction in interest rates, expectation of a good
monsoon, stable crude prices, pick up in consumption,
favourable balance of payment and buoyancy in tax
collections.

The Company is a Non-Banking Financial Company
(''NBFC'') registered with the Reserve Bank of India
as a Non-Deposit Accepting NBFI and derives most
of its revenue from investments. Also, the value of the
stocks, shares and bonds depends on the prevailing
capital markets scenario. The future success of
the Company continues to depend on its ability
to anticipate the volatility of the financial markets,
minimizing risks and increasing returns through
prudent investment decisions.

The investments of the Company are typically
long-term in nature and predominantly in the equity
markets. The Company also invests in companies
where it is a part of the promoter group from a long
term perspective. All investments decisions are
reviewed by the Audit Committee and the Board of
Directors, respectively, on a periodic basis.

b. Risks, Threats and Concerns:

Risk management comprises of identification,
assessment and prioritization of risks followed by
coordinated and economical application of resources
to minimize, monitor and control the probability and/
or impact of loss events or to maximize the value
realization of opportunities in any other uncertain
events or to maximize the realization of opportunities.

The Risk Management Committee (''RMC'') of the
Board of Directors manages and monitors the
Company''s risks, as detailed herein below under the
heading “Risk Management Process”.

c. Internal control systems and their adequacy:

The Company has an adequate internal audit and
control system that commensurate with its size and
nature of business to ensure operational efficiency,
accuracy and promptness in financial reporting and
compliance of various laws and regulations. The
Audit Committee of the Board of Directors reviews
the Internal Audit Report and the adequacy and
effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial during
the year under review. As on March 31, 2025, there
were 6 (Six) employees including Key Managerial
Personnel (''KMP'') of the Company.

e. Significant Changes in Key Financial Ratios
(i.e., change of 25% or more as compared to
immediately previous financial year) and Change
in Return on Net Worth as compared to the
immediately previous financial year, along with a
detailed explanation thereof:

Return on Net Worth for FY 2024-25: 0.72%

Return on Net Worth for FY 2023-24: 0.90%

Change in return on Net Worth as compared to
immediately preceding financial year: -20.46%

As compared to the previous year, the Company''s
Net Profit and hence the Return on Net Worth has
decreased mainly due to lower gain on fair value
changes of mutual funds and other investments.
Except for this, there is no significant change (i.e.
change of more than 25%) in any other key financial
ratios during the current financial year as compared
to immediately preceding financial year.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis
describing the Company''s objectives, projections,
estimates and expectations may constitute “forward
looking statements” within the meaning of applicable laws
and regulations. Actual results might differ materially from
those either expressed or implied.

SHARE CAPITAL:

During the year under review, there was no change in the
Share Capital of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year on March 31, 2025,
to which the financial statements relate and the date of
this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies
Act, 2013 (''the Act'') and Regulation 34 of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (''the Listing
Regulations'') the Consolidated Financial Statements of
the Company and its subsidiaries, including the statement
containing salient features of the financial statements of
all the subsidiary companies of the Company as set out
in prescribed Form No. AOC-1, forms part of this Annual
Report.

The Consolidated Financial Statements have been
prepared in accordance with the applicable Indian

Accounting Standards issued by the Institute of Chartered
Accountants of India.

SUBSIDIARY COMPANIES:

During the year under review, pursuant to the Share
Purchase Agreement entered by Instant Holdings Limited
(Instant), the Company''s wholly owned subsidiary, sold
its entire shareholding in Sudarshan Electronics and TV
Limited (Sudarshan) on May 7, 2024. Consequently,
Sudarshan ceased to be a subsidiary of Instant and step
down subsidiary of the Company with effect from that
date.

As on March 31, 2025, the Company had one wholly
owned subsidiary namely Instant.

Further, the Financial Statements of the subsidiary for the
year ended March 31, 2025 are uploaded on the website
of the Company in accordance with Section 136 of the
Act. The Financial Statements of the subsidiary and the
other related information will be made available to any
Member of the Company seeking such information and
also available for inspection at the Registered Office of
the Company.

As required under Regulation 16(1)(c) of the Listing
Regulations, the Company has formulated the Policy on
Materiality of Subsidiaries and the same is published on the
Company''s website at https://www.summitsecurities.net/
files/corporate governance/PolicvonMaterialSubsidiarv.
pdf

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Listing Regulations
as amended upto date, the Company has adopted a
Dividend Distribution Policy. The same is published on
the Company''s website at https://summitsecurities.net/
files/DividendDistributionPolicy.pdf

RISK MANAGEMENT POLICY/ PROCESS:

The Company had constituted the Risk Management
Committee (“RMC”) in accordance with Regulation 21 of
the Listing Regulations and the Guidelines on Corporate
Governance (“Guidelines”) issued by the Reserve Bank of
India (“RBI”) as applicable to the Company. The terms of
reference of the RMC are in accordance with the aforesaid
Guidelines, the Act and the Listing Regulations.

The RMC had formulated a Risk Management Policy.
This policy defines a process to ensure that a structured,
disciplined and consistent risk strategy, providing guidance
for risk activity within the Company by embedding
Enterprise Risk Management within the culture of the
business is in place.

One of the elements in the Risk Management Process as
defined in the Risk Management Policy, is identification
and assessment of risks. The identified risks pertaining
to the nature of business carried out by the Company
comprise of Strategic Risk, Operational Risk, Sectoral
Risk, ESG related risks, Capital Market Fluctuations Risk,

Regulatory and Compliance Risk, Human Resource Risk,
Information Technology Risk, Liquidity Risk, etc. Risk
mitigation measures are also reviewed alongside the
identified risks. A report on risk evaluation and mitigation
covering the elements of risks, impact and likelihood,
mitigation measures and risk assessment is periodically
presented before the RMC for review and placed before
the Board of Directors for information.

RELATED PARTY TRANSACTIONS:

The Company has in place a Policy on Related Party
Transactions for purpose of identification and monitoring
of Related Party Transactions. The policy was last revised
and approved by the Board of Directors on January 31,
2025, and is published on the Company''s website at
https://summitsecurities.net/files/corporate governance/
RelatedPartyTransactionPolicy.pdf

The Company had not entered into any transaction
with related parties during the year under review which
requires reporting in Form No. AOC-2 in terms of the
Section 134(3) and 188(1) of the Act read with Rule 8(1)
of the Companies (Accounts) Rules, 2014.

There are no relationships between the Directors inter¬
se nor any relationship between the Key Managerial
Personnel (KMP) inter-se.

None of the Directors/KMP had any pecuniary relationships
or transactions vis-a-vis the Company except the sitting
fees paid to Directors and remuneration paid to KMP''s.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act read with
Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, Annual
Return is published on the Company''s website at https://
www.summitsecurities.net/files/AGM/MGT-7/MGT-7
FY24-25.pdf

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:

Since the Company is registered as a Non-Banking
Financial Company (NBFC) not accepting public
deposits, with the Reserve Bank of India and having its
principal business of making investments, the Company
is accordingly exempted from the relevant provisions
under Section 186 (11) of the Act. Further, the Company
has neither given any loans or advances nor guarantees
during the year under review.

PUBLIC DEPOSITS:

Since the Company is registered with the Reserve Bank
of India as an NBFC not accepting public deposits, it is
exempted from the provisions of Section 73 of the Act.

Further, the Company has not accepted public deposits
as defined under RBI''s Master Direction on NBFC-
Acceptance of Public Deposit (Reserve Bank) Directions,
2016 as on March 31, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors:

Based on the recommendations of the Nomination
and Remuneration Committee and the Board of
Directors, the Members of the Company at the
Twenty-Seventh AGM of the Company held on
August 22, 2024, approved and passed the following
Special Resolutions for:

(i) Appointment of Mr. Rohin Feroze Bomanji (DIN:
06971089) as an Independent Director of the
Company for a term of Five (5) consecutive
years with effect from August 1, 2024 until July
31, 2029.

(ii) Appointment of Mr. Sunil Kamalakar Tamhane
(DIN:03179129) as an Independent Director of
the Company for a term of Five (5) consecutive
years with effect from September 16, 2024 until
September 15, 2029.

(iii) Re-appointment of Mr. Ramesh Chandak
(DIN: 00026581) as an Independent Director
of the Company for a second term of Five (5)
consecutive years with effect from September
27, 2024 until September 26, 2029.

During the year under review, upon completion
of their term, the following directors ceased to be
independent directors as per details provided below:

(a) Mr. Hemendra Chimanlal Dalal (DIN:00206232)
ceased to be an independent director pursuant to
completion of his second term of five consecutive
years on September 27, 2024.

(b) Mr. Prem Kapil (DIN: 06921601) ceased to be
an independent director pursuant to completion
of his second term of five consecutive years on
September 27, 2024.

Pursuant to the provisions of the Act and Articles
of Association of the Company, Mr. Manish Jain
(DIN: 05307900), Non-Executive Director, retires by
rotation at the Twenty-Eighth AGM and being eligible,
has offered himself for re-appointment.

In compliance with Section 102(1) of the Act,
Regulation 36(3) of the Listing Regulations and
Secretarial Standard-2 (SS-2) on General Meetings,
necessary details have been annexed to the Notice
of the AGM.

b. Key Managerial Personnel:

There was no change in the Key Managerial
Personnel of the Company during the year under
review.

As on March 31, 2025, pursuant to the provisions
of sub-section (51) of Section 2 and Section 203 of
the Act read with the rules framed thereunder, the
following persons were the Key Managerial Personnel
of the Company as on March 31,2025:

1. Mr. Arvind Dhumal, Manager;

2. Mr. Anand Rathi, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Upon recommendation of the Nomination and
Remuneration Committee, the Board of Directors
of the Company at their meeting held on May 16,
2024, had approved the re-appointment of Mr. Arvind
Dhumal as Manager of the Company for a period
of three (3) years commencing from November 16,
2024 until November 15, 2027 and the members of
the Company had, at their AGM held on August 22,
2024, approved the said re-appointment.

c. Declarations from Independent Directors:

In terms of the provisions of sub-section (6) of
Section 149 of the Act and Regulation 16 and other
applicable provisions under Listing Regulations
including any amendment(s) thereof, the Company
has received declarations from all the Independent
Directors of the Company that they meet with the
criteria of independence as provided in the Act and
the Listing Regulations. There has been no change
in the circumstances affecting their status as an
Independent Director during the year.

In the opinion of the Board of Directors, the
Independent Directors of the Company possess
requisite qualifications, experience and expertise and
they hold the highest standards of integrity.

The Independent Directors have confirmed that
they have registered and renewed, if applicable,
their names in the data bank maintained with the
Indian Institute of Corporate Affairs (''IICA''). In
terms of Section 150 of the Act read with Rule 6(4)
of the Companies (Appointment & Qualification of
Directors) Rules, 2014, all the Independent Directors
of the Company are exempted from undertaking
the online proficiency self-assessment test. The
Independent Directors are in compliance with the
provisions of Rule 6 of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, as
amended and applicable.

The Independent Directors of the Company had
no pecuniary relationship or transactions with the
Company other than sitting fees and reimbursement
of expenses, if any, incurred by them for attending
meeting of the Company.

d. Familiarization Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent
Directors specified under the Act and Regulation
25(7) of the Listing Regulations, the Company
familiarises its Independent Directors on their roles,
rights, responsibilities in the Company, nature of
the industry in which the Company operates and
business model of the Company, etc. The note on this
familiarisation programme is also published on the
Company''s website at https://www.summitsecurities.
net/files/Note on Familiarisation Prog for Ind.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four times during the year
ended March 31, 2025, the details of the same are
mentioned in the Corporate Governance Report, which
forms part of this Annual Report.

COMMITTEES:

As on March 31, 2025, the Committees comprised of
mandatory committees as per the Act and the Listing
Regulations viz., Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee and Risk Management Committee.

The non-mandatory committees comprise of the Asset
Liability Management Committee, IT Strategy Committee,
Information Security Committee and IT Steering
Committee constituted as per applicable RBI guidelines.
Details of the composition of these committees as per
RBI, along with the number of meetings held during the
year and other related details are set out in the Corporate
Governance Report which forms part of this Annual
Report.

There have been no instances where the Board of
Directors has not accepted the recommendations of any
of its committees, including the Audit Committee.

ANNUAL PERFORMANCE EVALUATION OF BOARD,
ITS COMMITTEES AND DIRECTORS:

The Annual Evaluation, as required under the Act and
the Listing Regulations, has been carried out by the
Board of Directors comprising the performance of Board
of Directors, the performance of each individual Director
(including its Chairman) and its committees. For this
purpose, an Evaluation Questionnaire was prepared
considering the criteria for evaluation in accordance with
the Company''s “Nomination and Remuneration Policy”,
approved by the Board of Directors on recommendation
of the Nomination and Remuneration Committee, taking
into account the applicable provisions of the Act and
the rules made thereunder, the Listing Regulations read
with the Circulars issued by SEBI in this regard, which
inter-alia covered various aspects such as participation in
meetings, contribution to strategic decision making, core
governance and compliance, etc. The aforesaid Evaluation
Questionnaire was circulated to all the Directors and their
responses were received in a sealed envelope addressed
to the Chairman of the Board of Directors and results
thereof were then discussed in the next meeting of the
Board of Directors.

NOMINATION AND REMUNERATION POLICY:

Pursuant to the Act, SEBI Listing Regulations and NBFC
Regulations, the Company has constituted a Nomination
and Remuneration Committee consisting of composition
as defined therein. The terms of reference of the
Committee, inter alia, include dealing with appointment
and remuneration of Directors, Key Managerial Personnel
and Senior Management Personnel. The Policy inter-alia
covers the criteria for determining qualifications, positive
attributes and independence of a director, etc.

The detailed Policy is given as Annexure A to this Report
and is also published on the Company''s website at https://
www.summitsecurities.net/files/corporate governance/
Nomination and Remuneration Policy.pdf

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to
the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
alongwith proper explanation relating to material
departures, if any;

(b) such accounting policies have been selected and
applied consistently and such judgements and
estimates have been made that are reasonable and
prudent to give a true and fair view of the state of
affairs of the Company in the Balance Sheet as at
March 31,2025 and the Statement of Profit and Loss
for the financial year ended March 31, 2025;

(c) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going
concern basis;

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted vigil mechanism in the form of
Whistle Blower Policy (''WBP'') for directors and employees
to report their concerns about unethical behavior, actual
or suspected fraud or violation of the Company''s code of
conduct or ethics policy. The WBP is also published on
the Company''s website at https://www.summitsecurities.
net/files/corporate governance/Whistle BlowerPolicv.pdf

PARTICULARS OF EMPLOYEES:

a. A statement containing the Disclosures pursuant
to Section 197(12) of the Act and Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as
Annexure B to this Report.

b. The statements required under Section 197 of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (''the Rules''), as amended,
will be made available to any Member upon request.
Any member interested in obtaining a copy of the
said statement may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, RESEARCH AND DEVELOPMENT,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is an NBFC and engaged in investments
and financial activities, its operations do not account for
substantial energy consumption. However, the Company
adopts all possible measures to conserve energy.

The provisions relating to research and development and
technology absorption are not applicable to the Company.
During the year under review, there have been no
transactions in the Company relating to foreign exchange
earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the introduction of sub-section (9) under
Section 135 of the Act vide the Companies Amendment
Act, 2020, which was effective from January 22, 2021,
the Board of Directors are empowered to perform the
functions of CSR Committee as the annual expenditure is
below the threshold of Rs. 50 Lakhs.

The CSR policy of the Company is published on the
Company''s website at https://www.summitsecurities.net/
files/corporate governance/CSR Policv.pdf.

A report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is attached as Annexure C to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Company was included in the list of the top 1,000
companies as per average market capitalization as
on December 31, 2024, as published by the Stock
Exchanges, where it is listed namely BSE Limited and
National Stock Exchange of India Limited. Consequently,
in accordance with Regulation 34 read with Regulation
3(2) of the Listing Regulation, the requirement to submit
the Business Responsibility and Sustainability Report
shall be applicable to the Company for the financial year
ending March 31, 2026.

STATUTORY AUDITORS:

The shareholders of the Company had, at the Twenty-
Seventh AGM held on August 22, 2024, approved the
appointment of M/s. D M K H & Co, Chartered Accountants
(Firm Registration No. 116886W) as statutory auditors of
the Company to hold office from the conclusion of Twenty-
Seventh AGM till the conclusion of Thirtieth AGM of the
Company.

M/s. D M K H & Co, Chartered Accountants have confirmed
that they continue to be eligible to act as the Statutory
Auditors of the Company in compliance with Section 139
and 141 of the Act read with rules made there under, the
Listing Regulations and RBI Act, 1934, read with other
relevant Regulations / Notifications / Circulars issued
thereunder, to the extent applicable, for the FY 2025-26.

INTERNAL AUDITORS:

M/s. V. S. Somani & Co, Chartered Accountants were
the Internal Auditors of the Company for FY 2024-25.
They have consented to act as Internal Auditors of the
Company for FY 2025-26.

Based on the recommendations of the Audit Committee,
the Board of Directors had, at their meeting held on May
05, 2025, re-appointed M/s. V. S. Somani & Co., Chartered
Accountants as the Internal Auditors of the Company for
FY 2025-26.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries
were appointed as the Secretarial Auditors for conducting
the Secretarial Audit in accordance with Section 204 of the
Act for the year ended March 31, 2025. The Secretarial
Audit Report prepared in accordance with Section 134(3)
and Section 204(1) of the Act in the prescribed Form No.
MR-3 by M/s. Parikh Parekh & Associates, Company
Secretaries is attached as Annexure D to this Report.

In accordance with the amended provisions of Regulation
24A of the Listing Regulations, the Board of Directors upon
recommendation of the Audit Committee have appointed
M/s. Parikh Parekh & Associates, Practicing Company
Secretaries as the Secretarial Auditors of the Company
for a term of five consecutive years commencing from
financial year 2025-2026 until 2029-2030 subject to
approval of the members at the ensuing AGM. Necessary
resolution(s) for their appointment alongwith their profile/
other requisite details are included in the Notice of the
ensuing AGM of the Company.

SECRETARIAL AUDIT OF MATERIAL UNLISTED
SUBSIDIARY:

Although the provisions of Section 204(1) of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
not applicable to Instant Holdings Ltd (''Instant''), material
unlisted subsidiary of the Company, Secretarial Audit of
the said subsidiary was carried for the year ended March
31,2025, in accordance with Regulation 24A of the Listing
Regulations. The Secretarial Audit Report of Instant
issued by M/s. Parikh Parekh & Associates, Company
Secretaries is attached as Annexure E to this Report

EXPLANATION AND COMMENTS ON AUDITORS''
REPORT AND SECRETARIAL AUDIT REPORT:

There is no qualification, reservation or adverse remark
or disclaimer made either by the Statutory Auditor in
Auditors Report or by the Company Secretary in Practice
(Secretarial Auditor) in the Secretarial Audit Report.

Further, the Statutory Auditors have not reported any
instances of fraud to the Central Government and Audit
Committee as per the provisions of Section 143(12) of
the Act read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate
from the Auditors of the Company stipulated pursuant to
Regulation 34 of the Listing Regulations are annexed as
Annexure F to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company''s operations in future.

DETAILS OF PROCEEDING MADE OR PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:

During the year under review, there were no proceedings
made nor were any pending under the Insolvency and
Bankruptcy Code, 2016. There was no instance of one¬
time settlement with Bank or Financial Institution.

DETAILS OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

During the year under review, the Company had neither
borrowed any amount nor were there any pending loans
from any bank, so the question of one-time settlement or
valuation in this regard does not arise.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the
nature of business.

INTERNAL FINANCIAL CONTROLS:

Details in respect of adequacy on internal financial controls
with reference to the financial statements are stated in
the Management Discussion and Analysis section of this
Report.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Act are not
applicable to the Company.

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

The Board of Directors at their Meeting held on May
23, 2014, constituted Internal Complaints Committee
pursuant to Section 4 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (''the Act'').

As per section 6 of the Act, those organizations which
have less than ten employees can refer the complaints
to the Local Committee instead of constituting Internal
Committee. Considering the Company has less than ten
employees, the Board at its meeting held on August 02,
2023, dissolved the Internal Complaints Committee.

However, the Company had not received any complaint
of sexual harassment during the financial year 2024-25.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India (ICSI)
has currently mandated compliance with the Secretarial
Standards on board meetings and general meetings.
During the year under review, the Company has complied
with the applicable Secretarial Standards issued by ICSI.

ACKNOWLEDEMENTS:

Your Directors place on record their gratitude for the
continued support and co-operation extended by the
Government authorities, banks, members and employees
of the Company.

On behalf of the Board of Directors

Ramesh Chandak

Chairman
DIN: 00026581

Date: May 05, 2025
Place: Mumbai

---

Mar 31, 2024

Your directors are pleased to present their Twenty-Seventh Report together with Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The summary of financial performance of the Company for the year under review is as given below;

(Rs. in lakhs)

	Standalone		Consolidated
Particulars	For the Year	For the Year	For the Year	For the Year
	ended	ended	ended	ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2024
Total Income	4,747.96	2,608.73	10,223.92	5,053.94
Profit before Depreciation & Tax	4,496.78	2,364.91	9,838.90	4,701.57
(-) Depreciation	2.16	1.71	2.28	1.71
Profit/(Loss) before Tax	4,494.62	2,363.20	9,836.62	4,699.86
(-) Tax Expenses	982.51	420.48	2263.60	993.71
Profit/(Loss) after Tax	3,512.11	1,942.72	7,573.02	3,706.15
( ) Other Comprehensive Income	1,46,961.62	3,925.76	3,84,453.97	58,702.51
Total Comprehensive Income for the year	1,50,473.73	5,868.48	3,92,026.99	62,408.66

FINANCIAL PERFORMANCE:

Total Income;

On a standalone basis, total income for FY 2023-24 of Rs. 4,747.96 lakhs compared to Rs. 2,608.73 lakhs of the previous year, mainly due to higher gain on fair value changes of mutual fund and other investments, which was Rs. 2,288.84 lakhs for the current year as compared to Rs. 56.03 lakhs in the previous year.

On a consolidated basis, total income was Rs. 10,223.92 lakhs, as compared to Rs. 5,053.94 lakhs in the previous year, mainly due to higher dividend income, which was Rs 5,512.20 lakhs for FY 2023-24 as compared to Rs 4,624.80 lakhs in the previous year, and higher gain on fair value changes of mutual funds and other investments of Rs 4,455.22 lakhs as compared to Rs. 121.86 lakhs in the previous year.

During the year, equity market performance for India was one of the best over the last three years due to various contributing factors like good domestic inflows, buoyancy in tax collections, stable monetary policies, GDP growth around 8.2% etc. as a result BSE Sensex rose by 24.9% over last year.

Expenses:

On a standalone basis, the total expenses for FY 202324 at Rs. 253.34 lakhs were marginally higher compared to previous year''s Rs. 245.53 lakhs year. The increase was mainly due to higher employee benefit expenses. On consolidated basis, the total expenses for FY 2023-24 were Rs. 387.30 lakhs as compared to Rs. 354.08 lakhs for the previous year mainly due to increase in employee benefit expenses and investment expenses.

Profit After Tax:

Standalone Profit after Tax for FY 2023-24 was Rs. 3,512.11 lakhs as compared to Rs. 1,942.72 lakhs during the previous year, mainly due to higher revenue.

Consolidated Profit after Tax for FY 2023-24 was Rs. 7,573.02 lakhs as compared to Rs. 3,706.15 lakhs during the previous year, mainly due to higher revenue.

The cashflow arising from the profits for the year has been deployed in the business.

Amounts proposed to be carried to reserves:

An amount of Rs. 702.42 lakhs has been transferred to Special Reserve in standalone financial statements as per the statutory requirements. The Company has not transferred any amount to General Reserves during the year.

DIVIDEND:

With a view to conserve resources in the volatile environment and to maintain sufficient funds for investment and working capital requirements, your directors consider it prudent not to recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure & Developments, Opportunities and Future Outlook:

Global economy has slowed down considerably, growing around 3% during Calendar Year (‘CY'') 2023 due to various factors like inflation, high interest rates and geopolitical conflicts. CY2024 growth is also expected to be on similar lines. India

on the other hand has benefitted from stable macroeconomic situation and declining inflation with the GDP expanding by 8.2% in FY 2023-24. The RBI has projected inflation of 4.5 % and GDP growth of 7.2% for FY 2024-25 considering strong infrastructure push by the Government, expectation of a good monsoon and buoyancy in tax collections.

The Company is a Non-Banking Financial Company (‘NBFC'') registered with the Reserve Bank of India as a Non-Deposit Accepting NBFI and derives most of its revenue from investments. Also, the value of the stocks, shares and bonds depends on the prevailing capital markets scenario. The future success of the Company continues to depend on its ability to anticipate the volatility of the financial markets, minimizing risks and increasing returns through prudent investment decisions.

The investments of the Company are typically long-term in nature and predominantly in the equity markets. The Company also invests in companies where it is a part of the promoter group from a longterm perspective. All investments decisions are reviewed by the Audit Committee and the Board of Directors, respectively, on a periodic basis.

b. Risks, Threats and Concerns:

Risk management comprises of identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor and control the probability and/ or impact of unfortunate events or to maximize the realization of opportunities.

The Risk Management Committee (‘RMC'') of the Board of Directors manages and monitors the Company''s risks, as detailed herein below under the heading “Risk Management Process”.

c. Internal control systems and their adequacy:

The Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee of the Board of Directors reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial during the year under review. As on March 31, 2024, there were 5 (Five) employees including Key Managerial Personnel (‘KMP'') of the Company.

e. Significant Changes in Key Financial Ratios (i.e., change of 25% or more as compared to immediately previous financial year) and Change in Return on Net Worth as compared to the immediately previous financial year, along with a detailed explanation thereof:

Return on Net Worth for FY 2023-24: 0.90%

Return on Net Worth for FY 2022-23: 0.81%

Change in return on Net Worth as compared to immediately preceding financial year: 11%

As compared to the previous year, the Company''s Return on Net Worth and Net Profit has increased on account of higher Net gain on fair value changes of mutual funds and other investments. Except for this, there is no significant change (i.e. change of more than 25%) in any other key financial ratios during the current financial year as compared to immediately preceding financial year.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

SHARE CAPITAL

During the year under review, there was no change in the Share capital of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year on March 31, 2024, to which the financial statements relate and the date of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 (‘the Act'') and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘the Listing Regulations'') the Consolidated Financial Statements of the Company and its subsidiaries, including the statement containing salient features of the financial statements of all the subsidiary companies of the Company as set out in prescribed Form No. AOC-1, forms part of this Annual Report.

The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES:

There were no changes in the subsidiaries or associates during the year under review. However, pursuant to the Share Purchase Agreement entered by Instant Holdings Limited (Instant), the Company''s wholly owned subsidiary, has sold its entire shareholding in Sudarshan Electronics and TV Limited (Sudarshan) on May 7, 2024. Consequently, Sudarshan has ceased to be a subsidiary of Instant and step down subsidiary of the Company with effect from that date.

Further, the Financial Statements of the subsidiaries for the year ended March 31, 2024 are uploaded on the website of the Company in accordance with Section 136 of the Act. The Financial Statements of these subsidiaries and the other related information will be made available to any Member of the Company seeking such information and also available for inspection at the Registered Office of the Company.

As required under Regulation 16(1 )(c) of the Listing Regulations, the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company''s website at

https://www.summitsecurities.net/files/corporate

governance/PolicvonMaterialSubsidiarv.pdf

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations as amended upto date, the Company has adopted a Dividend Distribution Policy. The same is published on the Company''s website at

https://www.summitsecurities.net/files/

DividendDistributionPolicv.pdf

RISK MANAGEMENT POLICY/ PROCESS:

The Company has constituted the Risk Management Committee (“RMC”) in accordance with Regulation 21 of the Listing Regulations and the Guidelines on Corporate Governance (“Guidelines”) issued by the Reserve Bank of India (“RBI”) as applicable to the Company. The terms of reference of the RMC are in accordance with the aforesaid Guidelines, the Act and the Listing Regulations.

The RMC had formulated a Risk Management Policy. This policy defines a process to ensure that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the elements in the Risk Management Process as defined in the Risk Management Policy, is identification and assessment of risks. The identified risks pertaining to the nature of business carried out by the Company comprise of Strategic Risk, Operational Risk, Sectoral Risk, ESG related risks, Capital Market Fluctuations Risk, Regulatory & Compliance Risk, Human Resource Risk, Information and Technology Risk, Liquidity Risk etc. Risk

mitigation measures are also reviewed alongside the identified risks. A report on risk evaluation and mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the RMC for review and placed before the Board of Directors for information.

RELATED PARTY TRANSACTIONS:

The Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions. The policy was last revised and approved by the Board of Directors on February 10, 2022, and is published on the Company''s website at

https://www.summitsecurities.net/files/corporate

governance/RelatedPartvTransactionPolicv.pdf

The Company had not entered into any transaction with related parties during the year under review which requires reporting in Form No. AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

There are no relationships between the Directors interse nor any relationship between the Key Managerial Personnel (KMP) inter-se.

None of the Directors/KMP had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMP''s.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act read with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return is published on the Company''s website at

https://www.summitsecurities.net/files/AGM/MGT-7/ MGT-7 FY23-24.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Since the Company is registered as a Non-Banking Financial Company (NBFC) not accepting public deposits, with the Reserve Bank of India and having its principal business of making investments, the Company is accordingly exempted from the relevant provisions under Section 186 (11) of the Act. Further, the Company has neither given any loans or advances nor guarantees during the year under review.

PUBLIC DEPOSITS:

Since the Company is registered with the Reserve Bank of India as an NBFC not accepting public deposits, it is exempted from the provisions of Section 73 of the Act.

Further, the Company has not accepted public deposits as defined under RBI''s Master Direction on NBFC-Acceptance of Public Deposit (Reserve Bank) Directions, 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors:

Pursuant to the provisions of the Act and Articles of Association of the Company, Mr. Hari Narain Singh Rajpoot (DIN: 00080836), Non-Executive Director, retires by rotation at the Twenty-Seventh AGM and being eligible, has offered himself for re-appointment.

Based on the recommendations of the Nomination and Remuneration Committee, considering their skills, expertise and experience and the declaration submitted by him and pursuant to Section 149, 150 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder and Regulation 16, 17 and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations'') as amended from time to time, the Articles of Association of the Company and upon recommendation of the Nomination and Remuneration Committee, the Board of Directors had:

(i) At their meeting held on May 16, 2024:

(a) appointed Mr. Rohin Feroze Bomanji (DIN: 06971089) as an Additional (Non-Executive, Independent) Director of the Company for a term of Five (5) consecutive years w.e.f. August 1, 2024, subject to the approval of the shareholders by means of special resolution.

(b) considered and approved re-appointment of Mr. Ramesh Chandak (DIN: 00026581) as an Independent Director for the second term of Five (5) consecutive years with effect from September 27, 2024, subject to the approval of the shareholders by means of special resolution;

(ii) At their meeting held on July 19, 2024, considered and recommended Appointment of Mr. Sunil Kamlakar Tamhane (DIN: 03179129) as the Independent Director of the Company for a term of Five (5) consecutive years with effect from September 16, 2024, subject to the approval of the shareholders by means of special resolution.

Pursuant to Section 161 of the Act, Mr. Bomanji holds office from August 1,2024, upto the date of this Annual General Meeting of the Company (AGM) and is eligible for appointment as a Director.

Mr. Bomanji, Mr. Chandak and Mr. Tamhane, qualify to be Independent Directors pursuant to Section 149 (6) and other applicable provisions of the Act, Rules made thereunder and the Listing Regulations.

Accordingly, the Special Resolutions are being proposed by the Board of Directors for members

approval, at this AGM for approving the following directorships, who all, shall not be liable for retirement by rotation during their tenure mentioned below:

(i) Appointment of Mr. Bomanji as an Independent Director of the Company for a term of Five (5) consecutive years with effect from August 1, 2024 until July 31, 2029.

(ii) Appointment of Mr. Tamhane as an Independent Director of the Company for a term of Five (5) consecutive years with effect from September 16, 2024 until September 15, 2029

(iii) Re-appointment of Mr. Chandak as an Independent Director of the Company for a second term of Five (5) consecutive years with effect from September 27, 2024 until September 26, 2029.

In compliance with Section 102(1) of the Act, Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 (SS-2) on General Meetings, necessary details have been annexed to the Notice of the AGM.

b. Key Managerial Personnel:

During the year under review, based on the recommendations of the Nomination and Remuneration Committee and the Audit Committee, the Board of Directors appointed Mr. Anand Rathi as the Chief Financial Officer of the Company effective March 01, 2024, considering the retirement of Mr. Paras Mal Rakhecha as Chief Financial Officer on February 29, 2024.

As on March 31, 2024, pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the rules framed thereunder, the following persons were the Key Managerial Personnel of the Company as on March 31,2024:

1. Mr. Arvind Dhumal, Manager.

2. Mr. Anand Rathi, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Mr. Arvind Dhumal was appointed as the Manager of the Company through an ordinary resolution passed the members through postal ballot on December 19, 2021, for a period of 3 years commencing from November 16, 2021, until November 15, 2024.The present term of Mr. Dhumal as Manager concludes on November 15, 2024. Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on May 16, 2024, have approved the re-appointment of Mr. Arvind Dhumal as Manager of the Company for a period of three (3) years commencing from November 16, 2024 until November 15, 2027, subject to approval of members at the this AGM.

Accordingly, the Board recommends the reappointment of Mr. Arvind Dhumal as Manager of the Company at the this AGM.

c. Declarations from Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 and other applicable provisions under Listing Regulations including any amendment(s) thereof, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as provided in the Act and the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

In the opinion of the Board of Directors, the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The Independent Directors have confirmed that they have registered and renewed, if applicable, their names in the data bank maintained with the Indian Institute of Corporate Affairs (''IICA''). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test. The Independent Directors are in compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended and applicable.

The Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, if any, incurred by them for attending meeting of the Company.

d. Familiarization Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Regulation 25(7) of the Listing Regulations, the Company familiarises its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company, etc. The note on this familiarisation programme is also published on the Company''s website at

https://www.summitsecurities.net/files/Note on Familiarisation Prog for Ind.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met four times during the year

ended March 31, 2024, the details of the same are

mentioned in the Corporate Governance Report, which

forms part of this Annual Report.

COMMITTEES:

As on March 31, 2024, the Committees comprised of mandatory committees as per the Act and the Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

The non-mandatory committees comprise of the Asset Liability Management Committee and IT Strategy Committee constituted as per applicable RBI guidelines. Details of the composition of these committees along with the number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Annual Report.

There have been no instances where the Board of Directors has not accepted the recommendations of any of its committees, including the Audit Committee.

ANNUAL PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Annual Evaluation, as required under the Act and the Listing Regulations, has been carried out by the Board of Directors of its own performance, the performance of each individual Director (including its chairperson) and its committees. For this purpose, an Evaluation Questionnaire which was prepared considering the criteria for evaluation in accordance with the Company''s “Nomination and Remuneration Policy”, approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee, taking into account the applicable provisions of the Act and the rules made thereunder, the Listing Regulations read with the Circulars issued by SEBI in this regard, which inter-alia covered various aspects such as participation in meetings, contribution to strategic decision making, core governance and compliance, etc. The aforesaid Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Board of Directors.

NOMINATION AND REMUNERATION POLICY:

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has constituted a Nomination and Remuneration Committee consisting of composition as defined therein. The terms of reference of the Committee, inter alia, include dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy inter-alia covers the criteria for determining qualifications, positive attributes and independence of a director, etc.

The detailed Policy is given as Annexure A to this Report and is also published on the Company''s website at

https://www.summitsecurities.net/files/corporate governance/Nomination and Remuneration Policv.pdf.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such Judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31,2024 and the Statement of Profit and Loss for the financial year ended March 31, 2024;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts have been prepared on a going concern basis.

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted vigil mechanism in the form of Whistle Blower Policy (‘WBP'') for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The WBP is also published in the Company''s website at https://www.summitsecurities. net/files/corporate governance/Whistle BlowerPolicy.pdf

PARTICULARS OF EMPLOYEES:

a. A statement containing the Disclosures pursuant to Section 197(12) of the Act and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B to this Report.

b. The statements required under Section 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules''), as amended, will be made available to any Member upon request. Any member interested in obtaining a copy of the said statement may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is an NBFC and engaged in investments and financial activities, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy and at the same time several environment friendly measures are adopted by the Company.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the introduction of sub-section (9) under Section 135 of the Act vide the Companies Amendment Act, 2020, which was effective from January 22, 2021, the Board of Directors are empowered to perform the functions of CSR Committee as the annual expenditure is below the threshold of Rs 50 Lakhs.

The CSR policy of the Company is published on the Company''s website at https://www.summitsecurities.net/ files/corporate governance/CSR Policv.pdf.

A report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure C to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company was not in the Top 1,000 companies as per Market Capitalization as on March 31, 2024, at both the Stock Exchanges, where it is listed namely - BSE Limited and National Stock Exchange of India Limited. Accordingly, the Company is not required to submit a Business Responsibility and Sustainability Report (which replaces the earlier requirement of a Business Responsibility report) in view of Regulation 34 read with Regulation 3(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

STATUTORY AUDITORS:

The shareholders of the Company had, at the Twenty-Fourth AGM held on September 24, 2021, had approved the appointment of M/s. Sharp & Tannan, Chartered Accountants (Firm Registration No. 109982W) as statutory auditors of the Company to hold office from the conclusion of Twenty-Fourth AGM till the conclusion of Twenty-Seventh AGM of the Company.

Accordingly, the term of M/s. Sharp & Tannan, Chartered Accountants (Firm Registration No. 109982W) as statutory auditors of the Company concludes at the ensuing Twenty Seventh AGM of the Company.

Further, M/s. Sharp & Tannan, Chartered Accountants had expressed their ineligibility to continue as statutory auditors of the Company vide their letter dated April 19, 2024, considering the applicability of guidelines for appointment of statutory auditors of NBFC''s as envisaged in RBI Circular no. RB1/2021-22/25 Ref. No. DoS. CD.ARG/ SEC.01/08.91.001/ 2021-22 dated April 27, 2021 (‘RBI Circular'').

M/s. DMKH & Co, Chartered Accountants (Firm Registration No: 116886W) have confirmed that they are eligible to act as the Statutory Auditors of the Company in compliance with Section 139 and 141 of the Act read with rules made there under, Listing Regulations and RBI Act, 1934, RBI Circulars read with other relevant Regulations / Notifications / Circulars issued thereunder, to the extent applicable.

Based on the recommendation(s) of the Audit Committee, the Board has recommended the appointment and remuneration of M/s. DMKH & Co (Firm Registration No: 116886W), Chartered Accountants as statutory auditors of the Company to hold office from the conclusion of Twenty-Seventh AGM till the conclusion of Thirtieth AGM of the Company, subject to the approval of the members at the ensuing AGM.

Necessary resolution(s) and explanation(s) thereto as required under the Act read with Rules made thereunder and Listing Regulations have been provided in the ensuing AGM notice seeking approval of members on the aforesaid appointment.

INTERNAL AUDITORS:

M/s. V. S. Somani & Co, Chartered Accountants were the Internal Auditors of the Company for FY 2023-24 They have consented to act as Internal Auditors of the Company for FY 2024-25.

Based on the recommendations of the Audit Committee, the Board of Directors had, at their meeting held on May 16, 2024, re-appointed M/s. V. S. Somani & Co., Chartered Accountants as the Internal Auditors of the Company for FY 2024-25.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31, 2024. The Secretarial Audit Report prepared in accordance with Section 134(3) and Section 204(1) of the Act in the prescribed Form No. MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure D to this Report.

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY:

Although the provisions of Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to Instant Holdings Ltd (‘Instant''), material

unlisted subsidiary of the Company, Secretarial Audit of the said subsidiary was carried for the year ended March 31,2024, in accordance with Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Instant issued by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure E to this Report.

EXPLANATION AND COMMENTS ON AUDITORS'' REPORT AND SECRETARIAL AUDIT REPORT:

There is no qualification, reservation or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in the Secretarial Audit Report.

Further, the Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee as per the provisions of Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated pursuant to Regulation 34 of the Listing Regulations are annexed as Annexure F to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DETAILS OF PROCEEDING MADE OR PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings made nor were any pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with Bank or Financial institution.

DETAILS OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company had neither borrowed any amount nor were there any pending loans from any bank, so the question of one-time settlement or valuation in this regard does not arise.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

INTERNAL FINANCIAL CONTROLS:

Details in respect of adequacy on internal financial controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Act are not applicable to the Company,

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

The Board of Directors at their Meeting held on May 23, 2014, constituted Internal Complaints Committee pursuant to Section 4 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”),

As per Section 6 of the Act, those organizations which have less than ten employees can refer the complaints to the Local Committee instead of constituting Internal Committee, Considering the Company had less than ten employees, the Board of Directors at its meeting held on August 02, 2023 had dissolved the Internal Complaints Committee,

However, the Company has not received any complaint of sexual harassment during the financial year 2023-24,

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India (ICSI) has currently mandated compliance with the Secretarial Standards on board meetings and general meetings, During the year under review, the Company has complied with the applicable Secretarial Standards issued by ICSI,

ACKNOWLEDEMENTS:

Your Directors place on record their gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company,

On behalf of the Board of Directors

Ramesh Chandak

Chairman DIN: 00026581

Date: July 19, 2024 Place: Mumbai

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Mar 31, 2023

The directors are pleased to present their Twenty-Sixth Report together with Audited Financial Statements for the year ended March 31, 2023:

Financial Highlights:

The summary of financial performance of the Company for the year under review is as given below:

(Rs. in lakhs)
Particulars	Standalone		Consolidated
	For the Year	For the Year	For the Year	For the Year
	ended	ended	ended	ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Total Income	2,608.73	3,048.56	5,053.94	7,499.85
Profit before Depreciation & Tax	2,364.91	2,784.74	4,701.57	7,113.80
(-) Depreciation	1.71	2.71	1.71	2.71
Profit/(Loss) before Tax	2,363.20	2,782.03	4,699.86	7,111.09
(-) Tax Expenses	420.48	798.60	993.71	2,028.00
Profit/(Loss) after Tax	1,942.72	1,983.43	3,706.15	5,083.09
( ) Other Comprehensive Income	3,925.76	7,042.43	58,702.51	(50,544.55)
Total Comprehensive Income for the year	5,868.48	9,025.86	62,408.66	(45,461.46)

financial performance:

Total Income:

On a standalone basis, total income for FY 2022-23 was Rs. 2,608.73 lakhs, as compared to Rs. 3,048.56 lakhs of the previous year, mainly due to lower gain on fair value changes of mutual fund and other investments, which was Rs. 56.03 lakhs for the current year as compared to Rs. 624.35 lakhs in the previous year.

On a consolidated basis, total income was Rs. 5,053.94 lakhs, as compared to Rs. 7,499.85 lakhs in the previous year, due to lower dividend income, which was Rs. 4,624.80 lakhs for FY 2022-23 as compared to Rs. 6,059.22 lakhs in the previous year, and also lower gain on fair value changes of mutual funds and other investments of Rs. 121.86 lakhs as compared to Rs. 1,180.73 lakhs in the previous year.

During the year equity market performance for India as well as global markets was significantly impacted by macro factors such as geopolitical tensions, high inflation, and rising interest rates. Indian equity markets also saw high FPI outflows, further impacting equity returns during the year.

Expenses:

On a standalone basis, the total expenses for FY 202223 were Rs. 245.53 lakhs as compared Rs. 266.53 lakhs for the previous year, mainly due to decrease in employee benefit and legal and professional expenses. On consolidated basis, the total expenses for FY 2022-23 were Rs. 354.08 lakhs as compared to Rs. 388.76 lakhs for the previous year mainly due to decrease in employee benefit and investment expenses.

Profit After Tax:

Standalone Profit after Tax for FY 2022-23 was Rs. 1,942.72 lakhs as compared to Rs. 1,983.43 lakhs during the previous year, mainly due to lower revenues.

Consolidated Profit after Tax for FY 2022-23 was Rs. 3706.15 lakhs as compared to Rs. 5,083.09 lakhs during the previous year, mainly due to lower revenues.

The cashflow arising from the profits for the year has been deployed in the business.

Amounts proposed to be carried to reserves:

An amount of Rs. 388.54 lakhs have been transferred to Special Reserve in standalone financial statements as per the statutory requirements. The Company has not transferred any amount to General Reserves during the year.

DIVIDEND:

With a view to conserve resources in the volatile environment and to maintain sufficient funds for investment and working capital requirements, your directors consider it prudent not to recommend any dividend for the year under review.

management discussion and analysis

a. Industry Structure & Developments, Opportunities and Future Outlook:

FY 2022-23 saw the impact of the pandemic subsiding. However, the year was beset by supply chain disruptions due to the geopolitical situation in Europe and high inflation. As headline inflation in India also crossed the upper thresholds, Reserve

Bank of India (RBI) raised the key lending rates. Despite inflation as well as supply chain challenges India witnessed a 7.2% GDP growth in FY 202223. India remains one of the fastest growing major economies in the world with GDP expected to grow around 6.5% during FY 2023-24 as per RBI estimates. RBI also projects inflation to moderate around 5.2% for FY 2023-24. With strong infrastructure push by the Government and overall stability in domestic demand environment, Indian economy is expected to achieve a sustained GDP growth rate of above 6% in the coming years.

The Company is a Non-Banking Financial Company (''NBFC'') registered with the Reserve Bank of India as a Non-Deposit Accepting NBFI and derives most of its revenue from investments. Also, the value of the stocks, shares and bonds depends on the prevailing capital markets scenario. The future success of the Company continues to depend on its ability to anticipate the volatility of the financial markets, minimising risks and increasing returns through prudent investment decisions.

The investments of the Company are typically long term in nature and predominantly in the equity markets. The Company also invests in companies where it is a part of the promoter group from a longterm perspective. All investments decisions are reviewed by the Board of Directors on a periodic basis.

b. Risks, Threats and Concerns:

Risk management comprises of identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor and control the probability and/ or impact of unfortunate events or to maximize the realization of opportunities.

The Risk Management Committee (''RMC'') of the Board of Directors manages and monitors the Company''s risks, as detailed herein below under the heading “Risk Management Process”.

c. internal control systems and their adequacy:

The Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee of the Board of Directors reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial during the year under review. As on March 31, 2023, there were 5 (Five) employees including Key Managerial Personnel (''KMP'') of the Company.

e. Significant Changes in Key Financial Ratios (i.e., change of 25% or more as compared to immediately previous financial year) and Change in Return on Net Worth as compared to the immediately previous financial year, along with a detailed explanation thereof:

Return on Net Worth for FY 2022-23: 0.81%

Return on Net Worth for FY 2021-22: 0.85%

Change in return on Net Worth as compared to immediately preceding previous financial year: -4.45%

As compared to previous year, the Company''s Return on Net Worth and Net Profit has decreased on account of lower Net gain on fair value changes of mutual funds and other investments, and lower dividend income. Except for this, there is no significant change (i.e. change of more than 25%) in any other key financial ratios during the current financial year as compared to immediately preceding financial year.

cautionary statement:

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

share capital

During the year under review, there was no change in the Share capital of the Company.

material changes and commitments:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on March 31, 2023, to which the financial statements relate and the date of this report.

consolidated financial statements:

In accordance with Section 129(3) of the Companies Act, 2013 (''the Act'') and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''the Listing Regulations'') the Consolidated Financial Statements of the Company and its subsidiaries, including the statement containing salient features of the financial statements of all the subsidiary companies of the Company as set out in prescribed Form No. AOC-1, forms part of this Annual Report.

The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India.

subsidiary companies:

There was no change in the subsidiaries or associates during the year under review.

Further, the Financial Statements of the subsidiaries are uploaded on the website of the Company in accordance with Section 136 of the Act. The Financial Statements of these subsidiaries and the other related information will be made available to any Member of the Company seeking such information and also available for inspection at the Registered Office of the Company.

As required under Regulation 16(1)(c) of the Listing Regulations, the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company''s website at https://www.summitsecurities.net/ files/corporate governance/PolicvonMaterialSubsidiarv. pdf

dividend distribution policy

Pursuant to Regulation 43A of the Listing Regulations as amended upto date, the Company has adopted a Dividend Distribution Policy. The same is published on the Company''s website at https://www.summitsecurities. net/files/DividendDistributionPolicy.pdf

risk management policy/ process:

The Company has constituted Risk Management Committee (“RMC”) in accordance with Regulation 21 of the Listing Regulations and the Guidelines on Corporate Governance (“Guidelines”) issued by the Reserve Bank of India (“RBI”) as applicable to the Company. The terms of reference of the RMC are in accordance with the aforesaid Guidelines, the Act and the Listing Regulations.

The RMC had formulated a Risk Management Policy. This policy defines a process to ensure that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the elements in the Risk Management Process as defined in the Risk Management Policy is identification and assessment of risks. The identified risks pertaining to the nature of business carried out by the Company comprise of Strategic Risk, Operational Risk, Sectoral Risk, ESG related risks, Capital Market Fluctuations Risk, Regulatory & Compliance Risk, Human Resource Risk, Information and Technology Risk, Liquidity Risk etc. Risk mitigation measures are also reviewed alongside the identified risks. A report on risk evaluation and mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the RMC for review and placed before the Board of Directors for information.

related party transactions:

The Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring

of Related Party Transactions. The policy was last revised and approved by the Board of Directors on February 10, 2022, and is published on the Company''s website at https://www.summitsecurities.net/files/corporate govemance/RelatedPartvTransactionPolicv.pdf

The Company has not entered into any transaction with related parties during the year under review which requires reporting in Form No. AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

There are no relationships between the Directors interse nor any relationship between the Key Managerial Personnel (KMP) inter-se.

None of the Directors nor KMP had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMPs.

annual return:

Pursuant to Section 134(3)(a) of the Act read with Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return is published on the Company''s website at https:// www.summitsecurities.net/files/AGM/MGT-7/MGT-7 FY22-23.pdf

particulars of loans, guarantees and investments:

Since the Company is registered as a Non-Banking Financial Company (NBFC) not accepting public deposits, with the Reserve Bank of India and having its principal business of making investments, the Company is accordingly exempted from the relevant provisions under Section 186 (11) of the Act.

public deposits:

Since the Company is registered with the Reserve Bank of India as an NBFC not accepting public deposits, it is exempted from the provisions of Section 73 of the Act.

Further, the Company has not accepted public deposits as defined under RBI''s Master Direction on NBFC-Acceptance of Public Deposit (Reserve Bank) Directions, 2016.

directors and key managerial personnel:

a. Directors:

Mr. A. N. Misra (DIN: 00350790), Non-executive Non-Independent Director of the Company, resigned w.e.f. June 30, 2022, owing to his other commitments. The Board places on record its appreciation for the contribution and guidance of Mr. A. N. Misra during his tenure as Director.

The Board of Directors, based on the recommendations of the Nomination and Remuneration Committee and in terms of the provisions of Section 161 and other applicable provisions of the Act and Listing Regulations, had approved the appointment of Mr. Manish Jain (DIN: 05307900) as an Additional Director (Non-Executive, Non-Independent) on the Board of Directors of the Company with effect from June 30, 2022, subject to the approval of members at the Annual General Meeting (AGM).

Further, the Members of the Company had at their Twenty Fifth AGM held on September 30, 2022, approved the appointment of Mr. Manish Jain as a Non-Executive, Non-Independent Director, liable to retire by rotation.

Pursuant to the provisions of the Act and Articles of Association of the Company, Mr. Manish Jain (DIN: 05307900), Non-Executive Director, retires by rotation at the Twenty Sixth AGM and being eligible, has offered himself for reappointment.

In compliance with Section 102(1) of the Act, Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 (SS-2) on General Meetings, necessary details have been annexed to the Notice of the AGM.

b. Key Managerial Personnel:

Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act read with the rules framed thereunder, the following persons were Key Managerial Personnel of the Company as on March 31, 2023:

1. Mr. Arvind Dhumal, Manager;

2. Mr. Paras Mal Rakhecha, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Further, there was no change in the Key Managerial Personnel of the Company during the year under review.

c. Declarations from Independent Directors:

In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 and other applicable provisions under Listing Regulations including any amendment(s) thereof, the Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as provided in the Act and the Listing Regulations. There has been no change in the circumstances affecting their status as an Independent Director during the year.

In the opinion of the Board of Directors, the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The Independent Directors have confirmed that they have registered and renewed, if applicable, their names in the data bank maintained with the

Indian Institute of Corporate Affairs (''IICA''). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors of the Company are exempted from undertaking the online proficiency self-assessment test. The Independent Directors are in compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended and applicable.

The Independent Director of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, if any, incurred by them for attending meeting of the Company.

d. Familiarization Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Regulation 25(7) of the Listing Regulations, the Company familiarises its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company, etc. The note on this familiarisation programme is also published on the Company''s website at https://www.summitsecurities. net/files/Note on Familiarisation Prog for Ind.pdf

meetings of the board of directors:

The Board of Directors met four times during the year ended March 31, 2023, the details of the same are mentioned in the Corporate Governance Report, which forms part of this Annual Report.

COMMITTEES:

As on March 31, 2023, the Committees comprised of mandatory committees as per the Act and the Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

The non-mandatory committees comprise of Asset Liability Management Committee and IT Strategy Committee constituted as per applicable RBI guidelines. Details of composition of these committees alongwith number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Annual Report.

There have been no instances where the Board of Directors has not accepted recommendations of any of its committee including the Audit Committee.

annual performance evaluation of board,

ITS COMMITTEES AND DIRECTORS:

The Annual Evaluation as required under the Act and the Listing Regulations has been carried out by the Board of Directors of its own performance, the performance of each individual Director (including its chairperson) and its

Committees. For this purpose, an Evaluation Questionnaire which was prepared considering the criteria for evaluation in accordance with the Company''s “Nomination and Remuneration Policy”, approved by the Board of Directors on recommendation of the Nomination and Remuneration Committee, taking into account the applicable provisions of the Act and the rules made thereunder, the Listing Regulations read with the Circulars issued by SEBI in this regard, which inter-alia covered various aspects such as participation in meetings, contribution to strategic decision making, core governance and compliance, etc. The aforesaid Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Board of Directors.

nomination and remuneration policy:

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has constituted a Nomination and Remuneration Committee consisting of composition as defined therein. The terms of reference of the Committee, inter alia, includes dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy inter-alia covers the criteria for determining qualifications, positive attributes and independence of a director, etc.

The detailed Policy is given as Annexure A to this Report and is also published on the Company''s website at https:// www.summitsecurities.net/files/corporate governance/ Nomination and Remuneration Policv.pdf.

directors responsibility statement:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31,2023 and the Statement of Profit and Loss for the financial year ended March 31, 2023;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

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

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

vigil mechanism / whistle blower policy:

The Company has adopted vigil mechanism in the form of Whistle Blower Policy (WBP'') for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The WBP is also published in the Company''s website at https://www.summitsecurities.net/ files/corporate governance/Whistle BlowerPolicy.pdf.

particulars of employees:

a. A statement containing the Disclosures pursuant to Section 197(12) of the Act and Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure B to this Report.

b. The statements required under Section 197 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (''the Rules''), as amended, will be made available to any Member upon request. Any member interested in obtaining a copy of the said statement may write to the Company.

conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo:

The Company is an NBFC and engaged in investments and financial activities, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy and at the same time several environment friendly measures are adopted by the Company.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

corporate social responsibility:

Pursuant to the introduction of sub-section (9) under Section 135 of the Act vide the Companies Amendment Act, 2020, which was effective from January 22, 2021, the Board of Directors are empowered to perform the functions of CSR Committee as the annual expenditure is below the threshold of Rs. 50 Lakhs.

The CSR policy of the Company is published on the Company''s website at https://www.summitsecurities.net/ files/corporate governance/CSR Policy.pdf.

A report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure C to this Report.

business responsibility and sustainability report:

The Company was not in the Top 1,000 companies as per Market Capitalisation as on March 31, 2023, at both the Stock Exchanges, where it is listed namely - BSE Limited and National Stock Exchange of India Limited. Accordingly, the Company is not required to submit a Business Responsibility and Sustainability Report (which replaces the earlier requirement of a Business Responsibility report) in view of Regulation 34 read with Regulation 3(2) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

statutory auditors:

The shareholders of the Company, at the Twenty-Fourth AGM held on September 24, 2021, had approved the appointment of M/s. Sharp & Tannan, Chartered Accountants (Firm Registration No. 109982W) as statutory auditors of the Company to hold office from the conclusion of Twenty Fourth AGM till the conclusion of Twenty Seventh AGM of the Company.

M/s. Sharp & Tannan, Chartered Accountants have confirmed that they continue to be eligible to act as the Statutory Auditors of the Company in compliance with Section 139 and 141 of the Act read with rules made there under, Listing Regulations and RBI Act, 1934, read with relevant Regulations / Notifications / Circulars issued thereunder, to the extent applicable, for the FY 2023-24.

internal auditors:

M/s. V. S. Somani & Co, Chartered Accountants were the Internal Auditors of the Company for the FY 2022-23. They have consented to act as Internal Auditors of the Company for FY 2023-24.

Based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on May 23, 2023, re-appointed M/s. V. S. Somani & Co., Chartered Accountants as the Internal Auditors of the Company for FY 2023-24.

secretarial auditors:

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31, 2023. The Secretarial Audit Report prepared in accordance with Section 134(3) and Section 204(1) of the Act in the prescribed Form No. MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure D to this Report.

secretarial audit of material unlisted subsidiary:

Although the provisions of Section 204(1) of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to Instant Holdings Ltd (''Instant''), material unlisted subsidiary of the Company, Secretarial Audit of

the said subsidiary was carried for the year ended March 31,2023 in accordance with Regulation 24A of the Listing Regulations. The Secretarial Audit Report of Instant issued by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure E to this Report.

explanation and comments on auditors'' report and secretarial audit report:

There is no qualification, reservation or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in the Secretarial Audit Report.

Further, the Statutory Auditors have not reported any instances of fraud to the Central Government and Audit Committee as per the provisions of Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

corporate governance:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated pursuant to Regulation 34 of the Listing Regulations are annexed as Annexure F to this Report.

significant and material orders passed by the regulators or courts or tribunals impacting the going concern status:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future. During the year under review, there were no proceeding made nor were any pending under the Insolvency and Bankruptcy Code, 2016. Further, the Company had neither borrowed any amount nor were there any pending loans, from any bank, so the question of one time settlement or valuation in this regard, does not arise.

change in the nature of business:

During the year under review, there was no change in the nature of business.

internal financial controls:

Details in respect of adequacy on internal financial controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

maintenance of cost records:

The provisions of Section 148(1) of the Act are not applicable to the Company.

disclosure under sexual harassment of women at workplace (prevention, prohibition and REDRESSAL) act, 2013:

The Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at the

Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (''ICC'') had been set up to redress complaints. During the year under review, no complaints were received by ICC.

secretarial standards:

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

ACKNOWLEDEMENTS:

Your Directors place on record their gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company.

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Mar 31, 2018

DIRECTORS'' REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Dear Members,

Your Directors are pleased to present their Twenty First Report together with Audited Financial Statements for the financial year ended March 31, 2018:

FINANCIAL HIGHLIGHTS:

The summary of financial performance of the Company for the year under review is as given below:

				(Rs in Lakhs)
	Standalone		Consolidated
	For the Year ended March 31 , 2018	For the Year ended March 31 , 2017	For the Year ended March 31 , 2018	For the Year ended March 31 , 2017
Total Income	8606.67	273.10	14148.00	540.92
Profit before Depreciation & Tax	8449.78	187.17	13810.69	336.37
(-) Depreciation	1.06	1.23	1.06	1.23
Prof it/(Loss) before Tax	8448.72	185.94	13809.63	335.14
Add: Excess/(Short) Provision of Tax of earlier years	-0.13	376.32	-4.06	375.82
(-) Tax for Current Year	900.64	0.77	1676.77	18.67
(-) Deferred Tax	-	-	-	-
Prof it/(Loss) after Tax	7547.95	561.50	12128.80	692.28
Appropriation:
Less: Transfer to Special Reserve	1509.59	112.30	3894.96	138.46
Add: Balance brought forward	4554.43	4105.23	10469.89	9916.06
Balance Profit/(Loss) transferred to Balance Sheet	10592.80	4554.43	18703.74	10469.89

FINANCIAL PERFORMANCE:

Revenue:

The total revenue for FY 2017-18 was Rs. 8606.67 lakhs as compared to revenue of Rs. 273.10 lakhs of the previous year. The increase in revenue is on account of dividends, interest income and profit on sale of long term investments. Rs. 7398.28 lakhs and Rs. 10750.90 lakhs in the Standalone and Consolidated revenues, respectively, is on account of sale of long term investments.

Expenses:

The total expenses for FY 2017-18 were Rs. 157.95 lakhs as compared to expenses of Rs. 133.54 lakhs of the previous year, mainly on account of increase in legal & professional fees and miscellaneous expenses.

Profit After Tax:

Profit after Tax (PAT) for FY 2017-18 was Rs. 7547.95 lakhs in comparison to PAT of Rs. 561.49 lakhs during the previous year. The increase in profit is on account of dividend, interest income, profit on sale of long term investments and adjustment of the provision for tax of the earlier years. Tax expense for current year pertains mainly to Minimum Alternate Tax (MAT) arising on account of gains booked on sale of long term investments.

Amounts proposed to be carried to reserves:

An amount of Rs. 1509.59 lakhs has been transferred to Special Reserve as per the statutory requirements.

DIVIDEND:

With a view to conserve resources and based on the cash balance position of the Company, your Directors consider it prudent not to recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure & Developments, Opportunities and Future Outlook:

The global economy experienced a cyclical recovery in 2017-18, showing signs of stronger investment and manufacturing activity. However, global trade faced several challenges with geopolitical issues occupying the centre stage.

India emerged amongst the fastest growing major economies in the world with GDP growth at about 6.7% in 2017-18 and is expected to grow above 7.3% in 2018-19.

Major reforms were undertaken over the past year including the transformational Goods and Services Tax (GST) that was launched on July 1, 2017. The long-festering Twin Balance Sheet problem was decisively addressed by the Government by formulating the new Indian Bankruptcy Code (IBC) and implementing a major recapitalization package to strengthen the public sector banks. The IBC has provided a resolution framework that will help corporates clean up their balance sheets and reduce their debts. However, addressing the Non Performing

Assets (NPA) issue of the banks remains a task for the Government and the RBI.

The Company, being a Non-Banking Financial Company (''NBFC'') registered with RBI as a Non-Deposit Accepting NBFI, derives major revenue from its investments. Sectoral policy changes by the Government, therefore, have direct impact on the profitability of the Company, as the value of the stocks, shares and bonds depends on the prevailing capital markets scenario. The future success of the Company continues to depend on its ability to anticipate the volatility of the Stock Markets, minimising risks and increasing returns through prudent investment decisions.

The investments of the Company are typically long term in nature and predominantly in the equity markets. All investments decisions are reviewed by the Board of Directors on a periodic basis.

b. Risks, Threats and Concerns:

Risk management can be construed as the identification, assessment, and prioritization of risks followed by co-ordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realisation of opportunities.

The Risk Management Committee (''RMC'') of the Board of Directors manages and monitors the Company''s risks, as detailed herein below under the heading "Risk Management Process".

c. Internal control systems and their adequacy:

The Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee of the Board of Directors reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial during the year under review. As on March 31, 2018, there were eight (8) employees including Key Managerial Personnel (''KMP'') of the Company.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on March 31, 2018 to which the financial statements relate and the date of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 (''the Act'') and Regulation 34 of the Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''the Listing Regulations'') the Consolidated Financial Statements of the Company and its subsidiaries, including the statement containing salient features of the financial statements of all the subsidiary companies of the Company as set out in prescribed Form AOC-1, forms part of this Annual Report 2017-18.

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES:

There was no change in the subsidiaries, joint ventures or associates during the year under review.

Further, the Financial Statements of these subsidiaries are uploaded on the website of the Company in accordance with Section 136 of the Act. The Annual Accounts of these subsidiaries and the other related information will be made available to any Member of the Company seeking such information and also available for inspection at the Registered Office of the Company.

As required under Regulation 16(1)(c) of the Listing Regulations, the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company''s web-site at the link http://summitsecurities. net/PolicyonMaterialSubsidiary.pdf.

RISK MANAGEMENT PROCESS:

Though, the requirements of constitution of the Risk Management Committee contained in Regulation 21 of the Listing Regulations are not yet applicable to the Company, the Board of Directors has constituted the Risk Management Committee of the Board of Directors (''Risk Management Committee'') in terms of the Guidelines on Corporate Governance issued by the RBI in the year 2010. The terms of reference of the Risk Management Committee are in accordance with the aforesaid Guidelines, the Act and Listing Regulations as well.

The Risk Management Committee has formulated a Risk Management Policy. This policy defines a process to ensure that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the element in the Risk Management Process as defined in the Risk Management Policy is identification and assessment of risks. The identified risks pertaining to the nature of business carried out by the Company comprise of Business Risks, Finance Risks, Regulatory Risks, Environment Risks, Information Technology Risks etc. Risk mitigation measures are also reviewed alongside the identified risks. A report on risk evaluation and mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the Risk Management Committee for review and also placed before the Board of Directors for information.

RELATED PARTY TRANSACTIONS:

The Company had formulated a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the

Company''s website under the link http://summitsecurities. net/Related Party Transaction Policy.pdf.

The details of the transactions entered into by the Company with related parties during the year under review which requires reporting in Form AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 is appended with this report as Annexure A.

There are no relationships between the Directors inter-se nor any relationship between the Key Managerial Personnel inter-se.

None of the Directors or KMP had any pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid to Directors and remuneration paid to KMPs.

EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the Form MGT-9 is appended with this report as Annexure B.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company is registered as non-banking financial company not accepting public deposits, with the Reserve Bank of India and having its principal business of making investments, the Company is exempted from the provisions of sub-section(l) of Section 186 of the Act.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Act and the Rules framed thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors :

In accordance with the provisions of the Act, and Articles of Association of the Company, Mr. A. N. Misra, Non-Executive Director, retires by rotation and being eligible, has offered himself for re-appointment.

b. Key Managerial Personnel:

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the rules framed thereunder, the following persons are the Key Managerial Personnel of the Company:

1. Mr. Rohin Bomanji, Manager;

2. Mr. Paras Mai Rakhecha, Chief Financial Officer; and

3. Ms. Jiya Gangwani, Company Secretary.

Further, there was no change in the Key Managerial Personnel of the Company during the year under review.

c. Declarations from Independent Directors:

The Company has received declarations as required under Section 149(7) of the Act from all the Independent Directors stating that they meet the criteria of independence pursuant to Section 149(6) of the Act.

d. Training and Familiarisation Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified underthe Act and Regulation 25(7) of the Listing Regulations, the Company familiarises

its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company, etc. The note on this familiarisation programme is also posted on the Company''s website under the link http://summitsecurities.net/ DetailsofFamiliarisationProgramme.pdf.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of the Company has met four times during the year ended March 31, 2018, the details of the meetings of the Board of Directors held during the year are mentioned under the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES:

The Board Committees comprise of mandatory committees as per the Act and Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee and the Stakeholders Relationship Committee. The non-mandatory Board committees comprise of the Risk Management Committee and Asset Liability Management Committee constituted as per applicable RBI guidelines. Further, the IT Strategy Committee was also constituted under the RBI guidelines. Details of composition of these committees alongwith number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Report.

AUDIT COMMITTEE:

The detailed composition of the Audit Committee is set out in the Corporate Governance Report which forms part of this Report.

There have been no situations where the Board has not accepted any recommendations of the Audit Committee.

ANNUAL PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

The Annual Evaluation as required underthe Act and the Listing Regulations has been carried out by the Board of its own performance, the performance of each individual Director (including chairperson of Board and Committees) and its Committees. For this purpose, an Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Board of Directors.

The said questionnaire was prepared considering the criteria for evaluation in accordance with the Company''s Policy on Appointment, Training, Evaluation and Remuneration approved by the Board on recommendation of the Nomination and Remuneration Committee, interalia comprising of:

(a) attendance at meetings of the Board and Committees thereof,

(b) participation in meetings of the Board or Committee thereof,

(c) contribution to strategic decision making,

(d) review of risk assessment and risk mitigation,

(e) review of financial statements and business performance,

(f) contribution to the enhancement of brand image of the Company.

REMUNERATION POLICY:

The Board of Directors has on the recommendation of the Nomination and Remuneration Committee formulated

a policy on "Appointment, Training, Evaluation and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel". This policy interalia covers the requirements specified under Section 178(3) of the Act comprising of criteria for determining qualifications, positive attributes and independence of a director, etc.

The Policy provisions covering the requirements under Section 178 of the Act is given as Annexure C to this report

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2018 and the Statement of Profit and Loss for the financial year ended March 31, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

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

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

WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy (''WBP'') for directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The WBP is also posted in the Company''s website at the link: http://summitsecurities.net/ Whistle Blower Policy.pdf.

PARTICULARS OF EMPLOYEES:

a. During the year under review, no employee was in receipt of remuneration which in aggregate was equal or more than the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Statement containing the Disclosures pursuant to Section 197(12) of the Act and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure D to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a Non-Banking Financial Company and engaged in investments and financial activities and, as such, its operations do not account for substantial energy consumption. However, the Company adopts all possible measures to conserve energy and at the same time several environment friendly measures are adopted by the Company.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Act were not applicable to the Company during the financial year ended March 31, 2018, as the Company did not fall into the criteria specified in sub-section (1) of Section 135 of the Act.

STATUTORY AUDITORS:

Messrs Chaturvedi & Shah, Chartered Accountants were appointed as the Statutory Auditors of the Company at the Seventeenth AGM of the Company held on September 27, 2014 to hold office for a period of 4 (four) consecutive years from the conclusion of the Seventeenth AGM till the conclusion of the Twenty First AGM subject to ratification by the members at every AGM of the Company. Their term accordingly expires at the conclusion of the ensuing Twenty First AGM.

Messrs Chaturvedi & Shah, Chartered Accountants have confirmed that they are eligible to act as Statutory Auditors, if appointed, in accordance with Sections 139 and 141 of the Act and Rules made thereunder.

The Board of Directors after considering the recommendation of the Audit Committee recommends the re-appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of the ensuing Twenty First AGM up to the conclusion of the Twenty Sixth AGM.

INTERNAL AUDITORS:

M/s. Dinesh Jain & Co., Chartered Accountants are the Internal Auditors of the Company.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31,2018. The Secretarial Audit Report prepared in accordance with sub-section (3) of Section 134 and Section 204(1) of the Act in prescribed Form MR-3 by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure E to this Report.

EXPLANATION AND COMMENTS ON AUDITORS'' REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualification, reservations or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in Practice (Secretarial Auditor) in his Secretarial Audit Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated pursuant to Regulation 34 of the Listing Regulations are annexed as Annexure F to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

INTERNAL FINANCIAL CONTROL:

Details in respect of adequacy on internal financial controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,

2013. Internal Complaints Committee (''ICC'') had been set up to redress complaints. ICC has not received any complaints during the year under review.

SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

ACKNOWLEDEMENTS:

The Board of Directors wishes to place on record its gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company.

On behalf of the Board of Directors
	Ramesh D. Chandak
	Chairman
	DIN: 00026581
Place : Mumbai
Date : May 23, 2018

Annexure

A FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm''s length basis: None.

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances, if any:-

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188.

2. Details of material contracts or arrangement or transactions at arm''s length basis:

(a) Name(s) of the related party and nature of relationship	; a) Instant Holdings Limited (''Instant''), Wholly owned subsidiary of the Company; b) Sudarshan Electronics &T.V. Limited (''Sudarshan''), Wholly owned subsidiary of Instant Holdings Limited
(b) Nature of contracts / arrangements / transactions	; a) Investment in Rights Issue of Instant b) Sale of shares to Sudarshan
(c) Duration of the contracts/ arrangements / transactions	a) Date of Allotment: 29.03.201 8 b) Date of Sale: 06. 03.201 8
(d) Salient terms of the contracts or arrangements or transactions including the value, if any	; Not Applicable
(e) Date(s) of approval by the Board, if any	; February 7, 2018
(f) Amount paid as advances, if any	; Not Applicable

	On behalf of the Board of Directors
	Ramesh D. Chandak
	Chairman
	DIN: 00026581
Place : Mumbai
Date : May 23, 201 8

Annexure B

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2018.

{Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014}

I. REGISTRATION AND OTHER DETAILS:

i	CIN	L65921MH1997PLC1 94571
ii	Registration Date	January 30, 1997
iii	Name of the Company	Summit Securities Limited
iv	Category/Sub-category of the Company	Company Limited by Shares Indian Non-Government Company
V	Address of the Registered office and contact details	213, Bezzola Complex, B Wing, 71 , Sion-Trombay Road, Chembur, Mumbai- 400 071 Tel No : 91-22-25292152 | Fax: [phone] E-mail: [e-mail] Website: www.summitsecurities.net
vi	Whether listed company	Yes on BSE Limited and National Stock Exchange of India Limited
vii	Name , Address & contact details of the Registrar & Transfer Agent, if any.	TSR Darashaw Limited; 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai -400 011. Tel: [phone]; Fax: [phone] Email: [e-mail] Website: www.tsrdarashaw.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No.	Name & Description of main products/ services	NIC Code of the Product /service	% to total turnover of the company
1.	Investments in Securities	64990	100%

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES:

SI. No.	Name & Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of Shares held	Applicable Section
1.	Instant Holdings Limited (''Instant'') 213, Bezzola Complex, "B" Wing, 71, Sion-Trombay Road, Chembur, Mumbai -400071.	U65990MH2005PLC152062	Subsidiary Company	100%	2(87)
2.	Sudarshan Electronics & T.V. Limited 213, Bezzola Complex, "B" Wing, 71, Sion-Trombay Road, Chembur, Mumbai -400071.	U32100MH1979PLC021889	Subsidiary Company of Instant		2(87)

IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as % to total Equity):

(i) Category wise Shareholding

Category of Shareholders	No. of Shares held at the beginning of the year i.e. April 01, 2017				No. of Shares held at the end of the year i.e. March 31 , 2018				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. PROMOTERS:
(1) Indian:
a) Individual/HUF	3,682	0	3,682	0.03	3,682	0	3,682	0.03	0.00
b) Central Government	0	0	0	0.00	0	0	0	0.00	0.00
c) State Government(s)	0	0	0	0.00	0	0	0	0.00	0.00
d) Bodies Corporate	80,46,789	0	80,46,789	73.81	80,46,789	0	80,46,789	73.81	0.00
e) Bank/FI	0	0	0	0.00	0	0	0	0.00	0.00
f) Any Other: (Specify)
(f-1) Trusts	16,162	0	16,162	0.15	16,162	0	16,162	0.15	0.00
SUB TOTAL: (A)(1)	80,66,633	0	80,66,633	73.99	80,66,633	0	80,66,633	73.99	0.00
(2) Foreign:
a) NRI- Individuals	0	0	0	0.00	0	0	0	0.00	0.00
b) Other Individuals	0	0	0	0.00	0	0	0	0.00	0.00
c) Bodies Corp.	0	0	0	0.00	0	0	0	0.00	0.00
d) Banks/FI	0	0	0	0.00	0	0	0	0.00	0.00
e) Any other...	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL: (A)(2)	0	0	0	0.00	0	0	0	0.00	0.00
Total Shareholding of Promoter (A)=(A)(1) (A)(2)	80,66,633	0	80,66,633	73.99	80,66,633	0	80,66,633	73.99	0.00
B. PUBLIC SHAREHOLDING:
(1) Institutions:
a) Mutual Funds	85,526	339	85,865	0.79	85,526	339	85,865	0.79	0.00
b) Banks/FI	491	438	929	0.01	1,925	436	2,361	0.02	0.01
c) Cental Government	0	538	538	0.00	0	538	538	0.00	0.00
d) State Governments(s)	0	0	0	0.00	0	0	0	0.00	0.00
e) Venture Capital Fund	0	0	0	0.00	0	0	0	0.00	0.00
f) Insurance Companies	3,57,831	5	3,57,836	3.28	3,34,486	5	3,34,491	3.07	-0.21
g) Foreign Institutional Investors	7	951	958	0.01	7	951	958	0.01	0.00
h) Foreign Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
i) Others (specify)	0	0	0	0.00	0	0	0	0.00	0.00
SUB TOTAL (B)(1):	4,43,855	2,271	4,46,126	4.09	4,21,944	2,269	4,24,213	3.89	-0.2C
(2) Non Institutions:
a) Bodies Corporates:
i) Indian	4,63,883	2,119	4,66,002	4.27	6,01,546	2,013	6,03,559	5.54	1.26
ii) Overseas	0	99,122	99,122	0.91	0	99,122	99,122	0.91	0.00
b) Individuals:
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs	11,16,240	1,01,213	12,17,453	11.17	9,71,380	98,365	10,69,745	9.81	-1.3E
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs	4,56,461	0	4,56,461	4.19	4,95,422	0	4,95,422	4.54	0.36
c) Others (specify):
(i) Trusts	7,440	0	7,440	0.07	7,320	0	7,320	0.07	0.00
(ii) Unclaimed Securities Suspense Account	25,497	0	25,497	0.23	25,451	0	25,451	0.23	0.00
(iii) Director and Relatives	0	101	101	0.00	0	101	101	0.00	0.00
(iv) Non-Resident Indian (NRI)	32,695	97	32,792	0.30	28,265	97	28,362	0.26	-0.04
(v) HUF	41,530	0	41,530	0.38	42,079	0	42,079	0.39	0.01
(vi) Clearing Members	36,317	0	36,317	0.33	31,987	0	31,987	0.29	-0.04
(vii) LLP	3,308	0	3,308	0.03	4,843	0	4,843	0.04	0.01
(viii)BC- NBFC	2,912	0	2,912	0.03	2,857	0	2,857	0.03	0.00
(ix) Other	82	5	87	0.00	82	5	87	0.00	0.00
SUB TOTAL: (B)(2)	21,86,365	2,02,657	23,89,022	21.91	22,11,232	1,99,703	24,10,935	22.12	0.2C
Total Public Shareholding (B)= (B)(1) (B)(2)	26,30,220	2,04,928	28,35,148	26.01	26,33,176	2,01,972	28,35,148	26.01	0.00
C. Shares held by Custodian for GDRs & ADRs	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A) (B) (C)	1,06,96,853	2,04,928	1,09,01,781	100.00	1,06,99,809	2,01,972	1,09,01,781	100.00	0.00

(ii) Share Holding of Promoters:

SI. No.	Shareholder''s Name	Shareholding at the begining of the year i.e. 01.04.2017			Shareholding at the end of the year i.e. 31 .03.2018			% change in share holding during the year
		No. of Shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	No. of Shares	% of total shares of the company	% of shares pledged/ encumbered to total shares
1.	ANANTVARDHAN GOENKA	1,318	0.01	0.00	1,318	0.01	0.00	0.00
2.	HARSH VARDHAN GOENKA	2,153	0.02	0.00	2,153	0.02	0.00	0.00
3.	HARSH VARDHAN GOENKA (Trustee, Monitor Portfolio Trust)	16,157	0.15	0.00	16,157	0.15	0.00	0.00
4.	HARSH VARDHAN GOENKA (Trustee, Crystal India Tech Trust)	1	0.00	0.00	1	0.00	0.00	0.00
5.	HARSH VARDHAN GOENKA (Trustee, Nucleus Life Trust)	1	0.00	0.00	1	0.00	0.00	0.00
6.	HARSH VARDHAN GOENKA (Trustee, Stellar Energy Trust)	1	0.00	0.00	1	0.00	0.00	0.00
7.	HARSH VARDHAN GOENKA (Trustee, Secura India Trust)	1	0.00	0.00	1	0.00	0.00	0.00
8.	HARSH VARDHAN GOENKA (Trustee, Prism Estates Trust)	1	0.00	0.00	1	0.00	0.00	0.00
9.	RAMA PRASAD GOENKA	211	0.00	0.00	211	0.00	0.00	0.00
10.	STEL HOLDINGS LIMITED	69,815	0.64	0.00	69,815	0.64	0.00	0.00
11.	JUBILEE INVESTMENTS AND INDUSTRIES LTD**	2,285	0.02	0.00	2,285	0.02	0.00	0.00
12.	RPG CELLULAR INVESTMENTS AND HOLDINGS PVT LTD ***	2,90,799	2.67	0.00	2,90,799	2.67	0.00	0.00
13.	SWALLOW ASSOCIATES LLP	73,29,731	67.23	0.00	73,29,731	67.23	0.00	0.00
14.	CARNIWAL INVESTMENTS LTD	3,54,159	3.25	0.00	3,54,159	3.25	0.00	0.00
	Total	80,66,633	73.99	0.00	80,66,633	73.99	0.00	0.00

** Jubilee Investments & Industries Limited merged with RPG Cellular Investments and Holdings Private Limited (''RCIHPL'') pursuant to the Scheme of Amalgamation between RPG Communication & Holdings Private Limited, KTL Industrial Finance Company Limited, Kocilim Breweries Private Limited, Yield Investments Private Limited and Jubilee Investments & Industries Limited with RCIHPL duly sanctioned by the Honorable High Court of Calcutta on June 11, 2009. RCIHPL merged with Swallow Associates Limited (''SAL'') pursuant to the Scheme of Amalgamation and Arrangement between SAL and Blue Miles Holdings Limited, South Asia Electricity Holdings Limited, Kestral Investments Limited, Petrochem International Limited and RCIHPL duly sanctioned by the Honorable High Court of Judicature at Bombay w.e.f. March 27, 2012. Further, SAL has been converted into a Limited Liability Partnership with effect from October 31, 2012 and now is known as Swallow Associates LLP.

*** RPG Cellular Investments and Holdings Private Limited merged with Swallow Associates Limited (''SAL'') pursuant to the Scheme of Amalgamation and Arrangement between SAL and Blue Miles Holdings Limited, South Asia Electricity Holdings Limited, Kestral Investments Limited, Petrochem International Limited and RCIHPL duly sanctioned by the Honorable High Court of Judicature at Bombay w.e.f. March 27, 2012. Further, SAL has been converted into a Limited Liability Partnership with effect from October 31, 2012 and now is known as Swallow Associates LLP.

(iii) Change in Promoters'' Shareholding (please specify, if there is no change):

SI. No.		Share holding at the beginning of the year		Date	Increase/ (Decrease) in Shareholding	Reason	Cumulative Share holding during the year
		No. of Shares	% of total shares of the company				No of shares	% of total shares of the company
1.	At the beginning of the Year	80,66,633	73.99				80,66,633	73.99
2.	Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for Increase/ Decrease (e.g. allotment/ transfer/bonus/sweat equity etc)	None
3.	At the end of the Year	80,66,633	73.99				80,66,633	73.99

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs &

ADRsH Refer Note 1):

SI. No.	For Each of the Top 10 Shareholders	Shareholding at the beginning of the year		Cumulative Shareholding at the end of the year
		No.of shares	% of total shares of the company	No. of shares	% of total shares of the company
1.	Life Insurance Corporation of India	2,97,152	2.73	2,97,152	2.73
2.	VLS Finance Limited	1,81,561	1.67	1,81,561	1.67
3.	Chinappa M B	1,75,799	1.61	1,61,910	1.49
4.	SMIFS Capital Markets Limited	1,56,500	1.44	1,56,500	1.44
5.	Reliance Financial Limited	-	-	1,33,500	1.22
6.	Societe Ceat D Investissementen Asie S A	99,019	0.91	99,019	0.91
7.	Kevin Dsilva	1,03,493	0.95	98,061	0.90
8.	Seetha Kumari	91,994	0.84	91,500	0.84
9.	SBI Mutual Fund	85,188	0.78	85,188	0.78
10.	The Oriental Insurance Company Limited	35,770	0.33	35,770	0.33

Note: 1. The shares of the Company are traded on daily basis. Hence, the date wise increase/decrease in the shareholding of the above shareholders is not provided.

2. The shareholdings of the above shareholders are consolidated based on the name of the first named holder of the shares, consolidated on basis of the PAN, irrespective of sub-accounts.

(v) Shareholding of Directors and Key Managerial Personnels (KMP): Name: Mr. H. N. Singh Rajpoot

Sr. No.	For Each of the Directors & KMP	Shareholding at the end of the year		Cumulative Shareholding during the year
		No.of shares	% of total shares of the company	No of shares	% of total shares of the company
1.	At the beginning of the year i.e. April 1, 2017	101	0	101	0
2.	Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/ bonus/ sweat equity, etc.)	0	0	0	0
3.	At the end of the year i.e. March 31, 2018	101	0	101	0

Note: Apart from above no other Director or KMP held any shares in the Company at the beginning and at the end of the FY 2017-18.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment: Amount in ?

	Secured Loans Unsecured Deposits excluding deposits Loans	Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount	None
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)
Change in Indebtedness during the financial year	I
Additions	None
Reduction
Net Change
Indebtedness at the end of the financial year	I
i) Principal Amount	None
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Remuneration to Managing Director, Whole time Director and/or Manager: Amount in Rs
SI. No.	Particulars of Remuneration	Mr. Rohin Bomanji (Manager)	Total Amount
1.	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961	6,000	6,000
	(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961	0	0
	(c) Profits in lieu of salary under section 1 7(3) of the Income Tax Act, 1 961	0	0
2.	Stock option	0	0
3.	Sweat Equity	0	0
4.	Commission	0	0
	- as % of profit	0	0
	- others (specify)	0	0
5.	Others, please specify	0	0
6.	Total (A)	6,000	6,000
7.	Ceiling as per the Act	As per Section 1 97 of Companies Act, 201 3

B. F	Remuneration to other Directors: Amount in Rs
	SI. No.	Particulars of Remuneration	Name of the Directors					Total Amount
	1.	Independent Directors	Mr. H. C. Dalai	Mr. Prem Kapil	Mrs. Sneha Ranade	Mr. Abhay Nerurkar	Mr. R. D. Chandak
		(a) Fee for attending board and committee meetings	34,000	22,000	36,000	25,000	20,000	1 ,37,000
		(b) Commission	Nil	Nil	Nil	Nil	Nil	Nil
		(c) Others, please specify	Nil	Nil	Nil	Nil	Nil	Nil
		Total (1)	34,000	22,000	36,000	25,000	20,000	1,37,000
	2.	Other Non Executive Directors	Mr. A. N. Misra	Mr. H. N. Singh Rajpoot
		(a) Fee for attending board and committee meetings	24,000	28,000				52,000
		(b) Commission	Nil	Nil				Nil
		(c) Others, please specify.	Nil	Nil				Nil
		Total (2)	24,000	28,000				52,000
		Total (B) = (1 2)						1,89,000
		Total Managerial Remuneration						1 ,89,000
		Overall Ceiling as per the Act	Rs 1,00,000/- per meeting.

C. F		Remuneration to Key Managerial Personnel other than MD/Manager/WTD:			Amount in Rs
	SI. No.	Particulars of Remuneration	Key Managerial Personnel
	1.	Gross Salary	Ms. Jiya Gangwani (Company Secretary)	Mr. Paras Mai Rakhecha (CFO)	Total Amount
		a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961	15,21,946	39,16,412	54,38,358
		b) Value of perquisites u/s 17(2) Income-tax Act, 1961	0	0	0
		c) Profits in lieu of salary under section 17(3) Income Tax Act, 1961	0	0	0
	2.	Stock options	0	0	0
	3.	Sweat Equity	0	0	0
	4.	Commission	0	0	0
		- as % of Profit	0	0	0
		- others, specify	0	0	0
	5.	Others please specify	0	0	0
		Total			54,38,358

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Brief Details of Penalty/ Authority Appeal Companies Act Description Punishment/ (RD/NCLT/ made if any Compounding fees imposed Court) (give details)
A. COMPANY
Penalty/ Punishment/ Compounding	None
B. DIRECTORS
Penalty/ Punishment/ Compounding	None
C. OTHER OFFICERS IN DEFAULT
Penalty/ Punishment/ Compounding	None

	On behalf of the Board of Directors
	Ramesh D. Chandak
	Chairman
Place : Mumbai	DIN: 00026581
Date : May 23, 2018

Policy on Appointment, Training, Evaluation and Remuneration of Directors and Senior Management Personnel.

1. OBJECTIVE:

(i) Ensure compliance of the applicable provisions of the Companies Act, 2013 (''the Act''), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered into with the Stock Exchanges (as amended or re-enacted from time to time) (''Listing Regulations'') related to the Appointment, Training, Evaluation and Remuneration of the Directors, Senior Management Personnel, including Key Managerial Personnel and in accordance with the directions of Reserve Bank of India as applicable to the Company.

(ii) Adopt best practices to manage the affairs of the Company in seamless manner and achieve corporate governance as well as sustained long-term value creation for stakeholders.

2. CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE:

The Board had re-constituted the Nomination and Remuneration Committee on October 29, 2015 and revised its terms of reference in accordance with the Listing Regulations on February 09, 2016.

3. DEFINITIONS:

(i) "Act" means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

(ii) "Board" means Board of Directors of the Company.

(iii) "Company" means Summit Securities Limited, (iv) "Directors" means Directors of the Company.

(v) "Managing Director (MD)" means a director who, by virtue of the articles of a Company or an agreement with the Company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the Company and includes a director occupying the position of managing director, by whatever name called.

(vi) "Whole-time Director (WTD)" in relation to Company includes a director in whole-time employment of the Company.

(vii) "Non Executive Director (NED)" in relation to Company means a member of a Company''s Board of Directors who is not in whole time employment of the Company.

(viii) "Independent Director (ID)" in relation to Company shall have the same meaning as defined under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ix) Key Managerial Personnel (KMP) means:

(i) the Chief Executive Officer (CEO) or the Managing Director(MD) or the Manager;

(ii) the Company Secretary (CS); Annexure C

(iii) the Whole-time Director (WTD); (iv) the Chief Financial Officer (CFO);

(x) "Senior Management Personnel (SMP)" means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Any word or term not defined in this Policy shall have the same meaning assigned under the Companies Act, 2013 read with Rules framed thereunder, if any else as per the General Clauses Act, 1897.

DIVERSITY IN THE BOARD OF DIRECTORS:

Diversity refers to the variety of attributes of diverse nature between people and encompasses acceptance, respect and an understanding that each individual is unique. These differences can include age, gender, ethnicity, physical abilities, marital status, ideologies, background, knowledge and skills.

REQUIREMENTS RELATING TO APPOINTMENT OF DIRECTORS:

(i) The Company shall appoint only those persons who possess requisite qualifications and experience and positive attributes within overall framework of diversity and are able to provide policy direction to the Company, including directions on good Corporate Governance. Prior experience of being a CEO, MD, WTD of any company shall be given importance while considering appointment.

(ii) Additional Requirement for appointment of Audit Committee member:

a) He/she should be financially literate and possess the ability to read and understand basic financial statements i.e. Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement.

b) He/she should have accounting or related financial management expertise. A person will be considered to have accounting or related financial management expertise if he/she possesses experience in finance or accounting or requisite professional certification in accounting, or any other comparable experience or background which results in the financial sophistication.

c) He/she is or has been CEO, CFO or other senior officer with financial oversight responsibilities.

(iii) Disqualifications:

Any person to be appointed as Director shall not possess the following disqualifications prescribed in Section 164 (1) of the Companies Act, 2013:

(a) He/she shall not be less than 21 years of age.

(b) He/she shall not be of unsound mind nor stand so declared by a competent court.

(c) He/she shall not be an undischarged insolvent.

(d) He/she has not applied to be adjudicated as an insolvent and his/her application is pending.

(e) He/she has not been convicted of an offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence.

(f) A person shall however not be appointed as director of the Company, if he is a director in a company which has failed to:

(i) File Financial Statements or Annual Returns for any continuous period of three financial years;

(ii) Repay deposits or pay interest thereon on due date;

(iii) Redeem debentures on due date or pay interest due thereon;

(iv) Pay dividend already declared by the said Company and such defaults continue for one year or more;

(iv) Automatic vacation of the office:

A Director shall automatically vacate his office in the following cases:

a) He/she attracts any disqualification mentioned herein above;

b) He/she absents from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board of Directors;

c) He/she acts in contravention of the provisions of section 184 relating to entering into contracts or arrangements in which he is directly or indirectly interested.

d) He/she fails to disclose his interest any contract or arrangement in which he is directly or indirectly interested, in contravention of the provisions of section 184.

(v) Applicability of Policies:

All persons appointed as Directors of the Company including the MD and the Executive Director(s), KMPs and SMPs shall ensure compliance with the Policies and Procedures adopted by the Company from time to time such as the Code of Conduct for Directors and Senior Management Personnel, the Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy, Code of Corporate Governance and Ethics or any other Company''s policy applicable to them.

6. APPOINTMENT OF KMP''s/SMP''s:

a) The appointment of the MD, CEO, WTD, CFO, and the CS shall be approved by the Board of Directors by means of a resolution.

b) The appointments of SMP shall be approved by MD, if any or the Department Head on recommendation of the Human Resources Department (HRD).

7. EVALUATION OF PERFORMANCE:

a) The Nomination and Remuneration Committee (NRC) shall carry out the evaluation of performance of every Director as under:

• Before re-appointment of Executive and

Non-Executive Directors.

• At the time of recommendation of any remuneration payable to Executive and Non-Executive Directors or changes therein.

• At such other time, as the applicable laws or the circumstances may require.

b) The evaluation of all SMPs and KMPs shall be carried out by the Departmental Head, excluding himself/herself and the MD/CEO/WTD, if any.

The evaluation process adopted by the Company shall always consider the appropriate benchmarks set as per industry standards, performance of the Industry, the Company and of the individual KMP/ SMP.

8. REMUNERATION OF NEDs, KMPs AND SMPs:

(i) The remuneration to the MD/CEO/Manager/ WTD at the time of his/her appointment shall be recommended by the NRC and approved by the Board of Directors. Such remuneration shall be subject to approval of the shareholders of the Company, whenever required.

(ii) Annual increment/ subsequent variation in remuneration to the MD/CEO/Manager/ WTD shall be approved by the NRC/ Board of Directors, within the overall limits approved by the shareholders of the Company.

(iii) The NEDs shall be entitled to receive the following within overall limits prescribed in the Act:

• Sitting fees as may be decided by the Board of Directors from time to time for attending the meeting of the Board and of the Committee thereof.

• Payment of Commission, as upto the limits permitted under Section 197 of the Act and approved by the shareholders wherever required.

• The NEDs shall be eligible for remuneration of such professional services rendered if in the opinion of the NRC, the NED possesses the requisite qualification for rendering such professional services.

(iv) The remuneration payable to the KMP''s mentioned shall be recommended by the NRC considering relevant qualification and experience of the individual as well as the prevailing market condition, and approved by the Board.

(v) The remuneration to be paid to SMP''s shall be determined by the MD, if any or the Department Head, considering evaluation mechanism and guiding principles of remuneration as mentioned in this Policy.

(vi) The NRC may consider grant of Stock Options to KMP''s & SMP''s pursuant to any Stock Option Plan adopted by the Company, if any.

9. DIRECTOR ANDOFFICERLIABILITYINSURANCE:

The Company shall provide an insurance cover to Directors, KMPs & SMPs for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust shall not be treated as a part of remuneration paid to them.

Statement containing the Disclosures pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

No director has received remuneration from the Company apart from sitting fees for attending the meetings of the Board, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee held from time to time.

Based on the sitting fees for attending the meetings held during the F.Y. 2017-18 attended by each Director, the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year is as under:

Sr. No.	Name of Director	Ratio
1.	Mr. Ramesh D. Chandak	0.04
2.	Mr. H. N. Singh Rajpoot	0.06
3.	Mr. A. N. Misra	0.05
4.	Mr. H. C. Dalai	0.07
5.	Mr. Prem Kapil	0.05
6.	Ms. Sneha Ranade	0.08
7.	Mr. Abhay V. Nerurkar	0.05

(ii) The percentage increase/(decrease) in remuneration of each Director, Chief Financial Officer (CFO), Chief Executive Officer (CEO), Company Secretary (CS) or Manager, if any in the financial year:

As stated above, none of the Directors received remuneration apart sitting fees for attending the meetings of the Board, Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, where they are members. There has been no increase in the amount of sitting fee paid per meeting for attending the meetings during the year under review as compared to the financial year 2016-17.

Further, there has been no increase in remuneration of Manager during the year under review.

Annexure D

The percentage increase in remuneration of CFO during the year under review as compared to the previous year is 8.49%

The percentage increase in remuneration of CS during the year under review as compared to the previous year is 9.11%

(iii) The percentage increase in the median remuneration of the employees in the financial year: 8.17%

(iv) The number of permanent employees on the rolls of the Company:

As on March 31, 2018, the Company has eight employees on its rolls, including Key Managerial Personnel of the Company.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase made in the salaries of employees other than the Manager during the previous FY 2017-18 was 12.52%

The increment given to each employee is based on criterias such as performance of the company and of the individual employee during the financial year.

There was no increase made in the remuneration of Manager during the year under review.

(vi) Affirmation that the remuneration is as per the remuneration policy of the company:

Remuneration paid during the year ended March 31, 2018 is as per Remuneration Policy of the Company

On behalf of the Board of Directors

Ramesh D. Chandak Chairman DIN:00026581

Place : Mumbai
Date : May 23, 2018

FORM No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To,

The Members,

SUMMIT SECURITIES LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Summit Securities Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on March 31, 2018 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contract (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

Annexure E

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments from time to time; (Not applicable to the Company during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period)

(vi) Other laws applicable specifically to the Company namely:-

1. The Reserve Bank of India Act, 1934

2. Directions issued under The Reserve Bank of India Act, 1934

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors subject to the representation made by the Company in this regard. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

We further report that during the audit period the Company had following events which had bearing on the Company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

For Parikh Parekh & Associates

Company Secretaries

Shalini Bhat

Place : Mumbai Partner

Date : May 23, 2018

PCS No: 6484 CP No: 6994

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

''Annexure A to the Secretarial Audit Report''

To,

The Members

SUMMIT SECURITIES LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh Parekh & Associates Company Secretaries

Shalini Bhat

Place : Mumbai Partner

Date : May 23, 2018

PCS No: 6484 CP No: 6994

---

Mar 31, 2016

Dear Members,

The Directors are pleased to present their Nineteenth Report together with Audited Financial Statements for the year ended March 31, 2016:

FINANCIAL HIGHLIGHTS:

The Summary of financial performance of the Company for the year under review is as given below:

(Rs.in lakhs)

	Standalone		Consolidated
	For the Year ended March 31, 2016	For the year ended March 31,2015	For the Year ended March 31,2016	For the Year ended March 31, 2015
Total Income	1713.99	916.24	5342.20	2627.43
Profit before Depreciation & Tax	1579.33	792.85	5066.63	2473.49
(-) Depreciation	1.07	1.36	1.07	1.88
Profit/(Loss) before Tax	1578.26	791.49	5065.56	2471.61
Add: Excess/(Short) Provision of tax of earlier years	8.49	(6.06)	45.82	(15.69)
(-) Tax for Current Year	0.02	10.50	13.04	22.31
(-) Deferred Tax	-	-	-	-
Profit/(Loss) after Tax	1569.75	787.05	5006.70	2464.99
Appropriation:
Less: Transfer to Statutory Reserve	313.95	157.41	1001.34	491.05
Add: Balance brought forward	2849.42	2219.78	5910.70	3936.76
Balance Profit/(Loss) transferred to Balance Sheet	4105.22	2849.42	9916.06	5910.70

FINANCIAL PERFORMANCE:

Revenue:

The total revenue for FY 2015-16 at Rs.1713.99 lacs increased by over 87.07% as compared to revenue of Rs.916.24 lacs of the previous year. The increase in revenue is due to increase in dividend and interest income.

Expenses:

The total expenses for FY 2015-16 at Rs.135.73 lacs increased by over 8.80% as compared to expenses of Rs.124.75 lacs of the previous year, mainly on account of marginal increase in the amount of employee benefit expense and other expenses and loss occurred on sale of investment.

Profit After Tax:

Profit after Tax (PAT) for FY 2015-16 was Rs.1569.75 lacs as compared to PAT of Rs.787.05 lacs pertaining to previous year. This was mainly on account of interim dividend received from investee companies.

Amounts proposed to be carried to any reserves:

An amount of Rs.313.95 lacs has been transferred to Statutory Reserve as per the statutory requirement.

DIVIDEND:

With a view to conserve resources, your Directors consider it prudent not to recommend any dividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure & Developments, Opportunities and Future Outlook:

The world economy stumbled in 2015, amid weak aggregate demand, falling commodity prices and increasing financial market volatility in major economies. These developments have tightened financial conditions, reduced risk appetite, raised credit risks, and stymied balance sheet repair. The moderate pace of global growth, in an environment of weak investment growth, has failed to create a sufficient number of jobs to close the gap in the employment rate (employment-to-population ratio) that opened up during the global financial crisis. The global recovery has been at an ever-slowing and increasingly fragile pace.

During the global stock market rout witnessed in the mid 2015, India had also witnessed a sharp fall in stock markets and the rupee weakened. It was repeated again in January 2016. The risk of further global slowdown and turbulence continues.

India achieved moderate growth amidst unfavourable global conditions and two consecutive years of shortfall in monsoon by 13%.

Several initiatives of the Government of India and key policy reforms with emphasis on ease of doing business, coal mining auctions, infrastructure project approvals, increase of FDI inflows in India, deregulation of prices of Natural Gas, Kerosene, Diesel, Fertilizers, etc. Entry of private sector entities in sectors like defense manufacturing, One Nation-One Market - the turning point for agriculture across India introduced by the government apart sustained spending on infrastructural reforms will be key factors to look out for that give a boost to the Indian Economy.

As a move to improve liquidity in the market, RBI has under its Liquidity Adjustment facility cut the Repo rate from 7.25% to 6.50% and enhanced the Reverse Repo rate from 5.75% to 6.00%. Driven by these initiatives, FY 2016-17 is expected to witness better growth around as compared with the previous year. Markets are expected to reform on expectation of good monsoon and better interest rates.

The Company, being a Non-Banking Financial Company (NBFC) registered with RBI, derives major revenue from its investments. Sectoral policy changes by the Government, therefore, have direct impact on the profitability of the Company, as the value of the stocks, shares and bonds depends on the prevailing capital markets scenario. The future success of the Company would therefore depend on its ability to anticipate the volatility of the Stock Markets, minimizing risks and increasing returns through prudent investment decisions.

The investments of the Company are typically long term in nature and predominantly in the equities market. All investments decisions are reviewed by the Board of Directors on a quarterly basis.

b. Risks, Threats and Concerns:

Risk management can be construed as the identification, assessment, and prioritization of risks followed by co-ordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

The Risk Management Committee (RMC) of the Board of Directors manages and monitors the Company''s risks, as detailed herein below under the heading “Risk Management Process”.

c. Internal control systems and their adequacy:

The Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee of the Board of Directors reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

d. Human Resources:

Employee relations continued to remain cordial during the year under review. As on March 31, 2016, there were six (6) employees including Key Managerial Personnel of the Company.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute “forward looking statements'''' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year on March 31, 2016 to which the financial statements relate and the date of this report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 (‘the Act'') and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘the Listing Regulations'') the Consolidated Financial Statements of the Company and its subsidiaries, including the statement containing salient features of the financial statements of all the subsidiary companies of the Company as set out in prescribed Form AOC-1, forms part of this Annual Report 2015-16.

The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARY COMPANIES:

There was no change in the subsidiaries, joint ventures or associates during the year under review. As at March 31, 2016, the Company had one wholly owned subsidiary viz. Instant Holdings Limited and one step down subsidiary viz. Sudarshan Electronics and T.V. Limited.

Further, the Annual Accounts of these subsidiaries are uploaded on the website of the Company in accordance with Section 136 of the Act. The Annual Accounts of these subsidiaries and the other related information will be made available to any Member of the Company seeking such information and also available for inspection at the Registered Office of the Company.

As required under Regulation 16(1 )(c) of the Listing Regulations read with [Clause 49(III)(V)(D) of the erstwhile Listing Agreement], the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company''s website www.summitsecurities.net at the link http://summitsecurities.net/PolicyonMaterialSubsidiary.pdf

RISK MANAGEMENT PROCESS:

Risk Management Committee of the Board of Directors (Risk Management Committee) was set up in terms of the Guidelines on Corporate Governance issued by the Reserve Bank of India in the year 2010. Though, the requirements of constitution of the Risk Management Committee contained in Regulation 21 of the Listing Regulations is not yet applicable to the Company, its terms of reference had, however been widened considering the provisions of the Listing Regulations (Clause 49 of the erstwhile Listing Agreement) read with applicable provisions under the Companies Act, 2013 and Rules made there under.

Risk Management Policy has been formulated by the Risk Management Committee of the Board of Directors in accordance with its terms of reference. This policy defines a process for adoption so that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the element in the risk management process as defined in the Risk Management Policy is identification and assessment of risks. Some of the identified risks pertaining to the nature of business carried out by the Company comprise of Business Risks, Finance Risks, Regulatory Risks, Environment Risks, etc. risk mitigation measures are also reviewed alongside the identified risks. A report on risk evaluation and mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the Committee for review and also placed before the Board of Directors for information.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website www.summitsecurities.net at the link http://summitsecurities.net/RelatedPartyTransactionPolicy. pdf

The Company has not entered into any transaction with related parties during the year under review which requires reporting in Form AOC-2 in terms of the Section 134(3) and 188(1) of the Companies Act, 2013 read with Rule 8(1) Companies (Accounts) Rules, 2014.

None of the Directors or Key Managerial Personnel had any pecuniary relationships or transactions vis a vis the Company except the sitting fees paid to Directors and remuneration paid to KMPs.

EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is appended with this report as Annexure A.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company, registered as non-banking financial company not accepting public deposits, with the Reserve Bank of India and having its principal business of making investments, is exempted from the provisions of sub-section(1) of Section 186 of the Act.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of sub-section (31) of Section 2 and Section 73 of the Act and the Rules framed there under.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors:

Mr. S. K. Tamhane, Independent Director resigned from the directorship w.e.f. November 1, 2015. The Board records its appreciation for the services rendered by Mr. Tamhane during his tenure as Director.

Mr. Abhay V. Nerurkar was appointed as an Additional Director (Independent) of the Company by the Board of Directors at its meeting held on October 29, 2015.

Pursuant to Section 161 of the Act, Mr. Abhay Nerurkar holds office up to the date of the ensuing Annual General Meeting of the Company (AGM) and is eligible for appointment as Director. Mr. Nerurkar qualifies to be an Independent Director pursuant to Section 149 (6) of the Act.

Accordingly, it is proposed to appoint Mr. Nerurkar as Independent Director for a term of 5 (five) consecutive years with effect from October 29, 2015 and he shall not be liable to retire by rotation.

In accordance with the provisions of the Act, and Articles of Association, Mr. Ramesh D. Chandak is liable to retire by rotation and being eligible has offered himself for re-appointment.

b. Key Managerial Personnel:

Ms. Shruti Joshi was re-appointed as the Manager of the Company w.e.f. April 3, 2016 for a period of three years. However she has tendered her resignation as the Manager of the Company effective August 4, 2016. The Board of Directors have approved the appointment of Mr. Rohin Bomanji as the Manager in her place with effect from August 5, 2016 for a period of three years and the necessary resolution for the approval of share holders has been proposed in the Notice of the ensuing Nineteenth Annual General Meeting.

Ms. Shruti Joshi who was also the Company Secretary of the Company resigned with effect from June 01, 2015 and Ms. Jiya Gangwani was appointed as the Company Secretary of the Company w.e.f. June 1, 2015.

c. Declarations from Independent Directors:

The Company has received declarations as required under Section 149(7) of the Act from all the Independent Directors stating that they meet the criteria of independence pursuant to Section 149(6) of the Act.

d. Training and Familiarization Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Regulation 25(7) of the Listing Regulations, (Clause 49(II) (B)(7) of the erstwhile Listing Agreement entered into with the Stock Exchanges), the Company familiarised its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which company operates, business model of the Company, etc. The note on this familiarization program is also posted on the Company''s website under the link http://summitsecurities.net/ DetailsofFamiliarisationProg.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of the Company has met four times during the year ended March 31, 2016, the details of the meetings of the Board of Directors held during the year are mentioned under the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES:

Detailed Composition of the Board Committees comprising of mandatory and non-mandatory committees viz., Audit Committee, Nomination and Remuneration Committee,

Stakeholders Relationship Committee, Risk Management Committee and Asset Liability Management Committee, number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Report.

As on March 31, 2016, the Audit Committee comprised of 4 members namely, Mr. H. N. Singh Rajpoot (NonIndependent Director), Mr. H.C. Dalal (Independent Director), Ms. Sneha Karmarkar (Independent Director) and Mr. Abhay V. Nerurkar (Independent Director). Mr. Abhay Nerurkar is the Chairman of the Audit Committee.

There have been no situations where the Board has not accepted any recommendations of the Audit Committee.

ANNUAL PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES:

The Annual Evaluation as required under the Companies Act, 2013 read with relevant rules made there under and Regulation 17(10) and other applicable regulations of the Listing Regulations (Clause 49 of the erstwhile Listing Agreement) has been carried out by the Board of its own performance, the of each individual Director and its Committees. For this purpose, an Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Board of Directors.

The said questionnaire was prepared considering the criteria for evaluation was in accordance with the Company''s Policy on Appointment, Training, Evaluation and Remuneration approved by the Board on recommendation of the Nomination and Remuneration Committee, interalia comprising of:

(a) attendance at meetings of the Board and Committees thereof,

(b) participation in meetings of the Board or Committee thereof,

(c) contribution to strategic decision making,

(d) review of risk assessment and risk mitigation,

(e) review of financial statements and business performance,

(f) contribution to the enhancement of brand image of the Company.

REMUNERATION POLICY:

The Board of Directors has on the recommendation of the Nomination and Remuneration Committee formulated a policy on “Appointment, Training, Evaluation and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel”. This policy interalia covers the requirements specified under Section 178(3) of the Act comprising of criteria for determining qualifications, positive attributes and independence of a director, etc.

The Policy provisions covering the requirements under Section 178 of the Act, is given as Annexure B to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures, if any;

(b) such accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2016 and the Statement of Profit and Loss for the said financial year ended March 31, 2016;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

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

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

WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy (‘WBP'') for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The WBP is also posted in the Company''s website namely www.summitsecurities.net at the weblink: http://www.summitsecurities.net/WhistleBlowerPolicy.pdf

PARTICULARS OF EMPLOYEES:

a. During the year under review, no employee was in receipt of remuneration which in aggregate was equal or more than the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Statement containing the Disclosures pursuant to Section 197(12) of the Act and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a Non-Banking Financial Company and engaged in investments and financial activities and, as such, its operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy and several environment friendly measures are adopted by the Company. The management ensures strict compliance of the measures adopted.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Act are not applicable to the Company as the Company does not fall into the criteria specified in sub-section (1) of Section 135 of the Act.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31, 2016. The Secretarial Audit Report required pursuant to sub-section (3) of Section 134 and Section 204(1) of the Act in prescribed Form MR-3 furnished by M/s. Parikh, Parekh & Associates, Company Secretaries is attached as Annexure D to this Report.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated pursuant to Regulation 34 of the Listing Regulations are annexed as Annexure E to this Report.

STATUTORY AUDITORS:

Messrs Chaturvedi & Shah, Chartered Accountants were appointed as the Statutory Auditors of the Company at the Seventeenth AGM of the Company held on September 27, 2014 to hold office for a period of 4 (four) consecutive years from the conclusion of the Seventeenth AGM till the conclusion of the Twenty First AGM subject to ratification by the members at every AGM of the Company.

Messrs Chaturvedi & Shah, Chartered Accountants have confirmed that they are eligible to act as Statutory Auditors, if appointed, in accordance with Sections 139 and 141 of the Companies Act, 2013 and Rules made there under.

The Board of Directors after considering the recommendation by the Audit Committee recommends the ratification of appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing Nineteenth AGM till the conclusion of the next AGM.

EXPLANATION AND COMMENTS ON AUDITORS’ REPORT AND SECRETARIAL AUDIT REPORT:

There are no qualification, reservations or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in practice (Secretarial Auditor) in his Secretarial Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

INTERNAL FINANCIAL CONTROL:

Details in respect of adequacy on internal financial controls with reference to the financial statements are stated in the Management Discussion and Analysis section of this Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy on Prevention of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints. ICC has not received any complaints during the year under review.

ACKNOWLEDEMENTS:

The Board of Directors wishes to place on record its gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company.

On behalf of the Board of Directors

Ramesh D. Chandak

Place: Mumbai Chairman

Date: August 2, 2016 DIN: 00026581

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Mar 31, 2015

Dear Members,

The Directors are pleased to present their Eighteenth Report together with Audited Financial Statements for the year ended March 31,2015:

FINANCIAL HIGHLIGHTS:

The Summary of financial performance of the Company for the year under review is as given below:

(Rs. in lakhs) Standalone Consolidated For the For the For the For the Year Year Year year ended ended ended ended March March March March 31,2015 31,2014 31,2015 31,2014

Total Income 916.24 620.30 2627.43 1490.80

Profit before 792.84 523.25 2473.49 1311.76 Depreciation & Tax

(-) Depreciation 1.36 0.48 1.88 0.80

Profit/(Loss) 791.49 522.77 2471.61 1310.96 before Tax

Add: Excess/ (6.06) 22.05 (15.69) 23.01 (Short) Provision of tax of earlier years

(-) Tax for 10.50 0.82 22.31 6.43 Current year

(-) Deferred Tax - (0.36) - (0.59)

Profit/(Loss) 787.05 500.26 2464.99 1282.11 after Tax

Appropriation:

Less: Transfer 157.41 100.05 491.05 257.25 to Statutory Reserve

Add: Balance 2219.78 1819.57 3936.76 2911.90 brought forward

Balance 2849.42 2219.78 5910.70 3936.76 Profit/(Loss) transferred to Balance Sheet

FINANCIAL PERFORMANCE:

Revenue:

Total revenue for FY 2014-15 at Rs. 916.24 lacs increased by over 47.71% over the previous year revenue of Rs. 620.31 lacs. The increase in revenue is due to increase in dividend and interest income and profit on sale of certain shares.

Expenses:

Total expenses for FY 2014-15 at Rs. 124.75 lacs increased by over 61.72% over the previous year expenses of Rs. 77.14 lacs, on account of appointment of Chief Financial Officer and increase in postage and courier expenses to comply with the provisions of the Companies Act, 2013 relating to appointment of KMP and dispatch of Annual Reports for FY 2013-14 respectively.

Profit After Tax:

The Profit after Tax (PAT) stood at Rs. 787.05 lacs for FY 2014-15 as against PAT of Rs. 500.26 lacs for FY 2013-14.

Amounts proposed to be carried to any reserves:

An amount of Rs. 157.41 lacs has been transferred to Statutory Reserve as a part of the statutory requirement.

DIVIDEND:

with a view to conserve resources, your Directors consider it prudent not to recommend any dividend for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF Any:

Change in Registered Office:

The Company changed its Registered Office with effect from November 11,2014 to the following address:

213, Bezzola Complex, B wing, 71, Sion-Trombay Road, Chembur, Mumbai 400 071.

The new office is within the local limits of the city and within the jurisdiction of the Registrar of Companies, Maharashtra, Mumbai. The Company has complied with the disclosure requirments and necessary intimation has been given to RBI as well.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies of the Company, forms part of the Annual Report 2014-15. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India.

RISK MANAGEMENT PROCESS:

The Risk Management Committee of the Board of Directors (Risk Management Committee) was set up in terms of the Guidelines on Corporate Governance issued by the Reserve Bank of India in the year 2010 and was reconstituted during the FY 2014-15. Its terms of reference were also revised to widen its scope in accordance with Clause 49 of the Listing Agreement entered into with the Stock Exchanges read with applicable provisions under the Companies Act, 2013 and Rules made thereunder.

Risk Management Policy has been formulated by the Risk Management Committee of the Board of Directors in accordance with its terms of reference. This policy defines a process for adoption so that a structured, disciplined and consistent risk strategy, providing guidance for risk activity within the Company by embedding Enterprise Risk Management within the culture of the business is in place.

One of the element in the Risk Management Process as defined in the Risk Management Policy is identification and assessment of risks. Some of the identified risks pertaining to the nature of business carried out by the Company comprise of Business Risks, Finance Risks, Regulatory Risks, Environment Risks, etc. Risk Mitigation measures are also reviewed alongside the identified risks. A Report on Risk Evaluation and Mitigation covering the elements of risks, impact and likelihood, mitigation measures and risk assessment is periodically presented before the Committee for review and also placed before the Board of Directors for information.

SUBSIDIARY COMPANIES:

As at March 31, 2015, the Company had one wholly owned subsidiary viz. Instant Holdings Limited and one step down subsidiary viz. Sudarshan Electronics and T.V. Limited.

Statement containing salient features of financial statements and performance of the Company's subsidiaries for the year ended March 31, 2015 in accordance with sub-section (3) of Section 129 of the Act read with the Rule 5 of the Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 forms part of the Annual Report of the Company.

Further, the Annual Accounts of these subsidiaries are uploaded on the website of the Company in accordance with Section 136 of the Act. The Annual Accounts of these subsidiaries and the other related information will be made available to any Member of the Company seeking such information and is also available for inspection at the Registered Office of the Company.

As required under Clause 49(NI)(V)(D), the Company has formulated the Policy on Materiality of Subsidiaries and the same is published on the Company's website www. summitsecurities.net at the link http://summitsecurities.net/ PolicvonMaterialSubsidiarv.pdf

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Related Party Transactions for purpose of identification and monitoring of related party transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.summitsecurities.net at the link http:// summitsecurities.net/RelatedPartyTransactionPolicy.pdf

The Company has not entered into any transaction with related parties during the year under review which requires reporting in Form AOC-2 in terms of the Section 134(3) and 188(1) of the Companies Act, 2013 read with Rule 8(1) Companies (Accounts) Rules, 2014.

Further, there were no materially significant related party transactions during the year under review. None of the Directors or Key Managerial Personnel had any pecuniary relationships or transactions vis a vis the Company except the sitting fees paid to Directors and remuneration paid to KMP's.

EXTRACT OF THE ANNUAL RETURN:

An extract of the Annual Return pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the Form MGT-9 is appended with this report as Annexure A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company, registered as Non-Banking Financial Company not accepting public deposits with the Reserve Bank of India and having its principal business of making investments, is exempted from the provisions of sub-section(1) of Section 186 of the Act.

DIRECTORS AND Key MANAGERIAL PERSONNEL:

a) Directors and Key Managerial Personnel:

Mr. Paras Mal Rakhecha was appointed as the Chief Financial Officer of the Company w.e.f. May 23, 2014. Further, the following Directors have been appointed as the Independent Directors at the Seventeenth AGM of the Company held on September 27, 2014 for a tenure of five years with effect from the Seventeenth AGM:

1. Mr. S. K. Tamhane

2. Mr. H. C. Dalal

3. Mr. Prem Kapil

4. Ms. Sneha Karmarkar

In accordance with the provisions of the Companies Act, 2013 ('the Act') and Articles of Association, Mr. A. N. Misra is liable to retire by rotation and being eligible has offered himself for re-appointment.

b) Declarations from Independent Directors:

The Company has received declarations as required under Section 149(7) of the Companies Act, 2013 from all the Independent Directors stating that they meet the criteria of independence pursuant to Section 149(6) of the Act.

c) Training and Familiarisation Programme for Independent Directors:

Pursuant to the Code of Conduct for Independent Directors specified under the Act and Clause 49(II)(B)(7) of the Listing Agreement entered into with the Stock Exchanges, the Company familiarised its Independent Directors on their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company, etc. The note on this familiarization program is also posted on the Company's website under the link http:// summitsecurities.net/DetailsofFamiliarisationProg.pdf

MEETINGS OF THE BOARD OF DIRECTORS:

The Board of the Company has met five times during the year ended March 31,2015, the details of the meetings of the Board of Directors held during the year are mentioned under the Corporate Governance Report, which forms part of this Annual Report.

BOARD COMMITTEES:

Detailed Composition of the Board Committees comprising of mandatory and non-mandatory committees viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Asset Liability Management Committee, number of meetings held during the year and other related details are set out in the Corporate Governance Report which forms part of this Report.

As on March 31, 2015, the Audit Committee comprised of 4 members namely, Mr. H. N. Singh Rajpoot (Non-Independent Director), Mr. H.C. Dalal (Independent Director), Ms. Sneha Karmarkar (Independent Director) and Mr. S. K. Tamhane (Independent Director). Mr. S. K. Tamhane is the Chairman of the Audit Committee.

There have been no situations where the Board has not accepted any recommendations of the Audit Committee.

ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES:

The Annual Evaluation as required under the Companies Act, 2013 read with relevant rules made thereunder and Clause 49 of the Listing Agreement has been carried out by the Board of its own performance, the performance of each individual Director and its Committees. For this purpose, an Evaluation Questionnaire was circulated to all the Directors and their responses were received in a sealed envelope addressed to the Chairman of the Board of Directors and results thereof were then discussed in the next meeting of the Directors.

The said questionnaire was prepared considering the criteria for evaluation and was in accordance with the Company's Policy on Appointment, Training, Evaluation and Remuneration approved by the Board on recommendation of the Nomination and Remuneration Committee, interalia comprising of:

(a) attendance at meetings of the Board and Committees thereof,

(b) participation in Meeting of the Board or Committee thereof,

(c) contribution to strategic decision making,

(d) review of risk assessment and risk mitigation,

(e) review of financial statements and business performance,

(f) contribution to the enhancement of brand image of the Company.

REMUNERATION POLICY:

The Board of Directors has on the recommendation of the Nomination and Remuneration Committee formulated a policy on "Appointment, Training, Evaluation and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel". This policy interalia covers the requirements specified under Section 178(3) of the Act comprising of criteria for determining qualifications, positive attributes and independence of a director, etc.

The Policy provisions covering the requirements under Section 178 of the Act, is given as Annexure B to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Act, your Directors to the best of their knowledge and belief confirm that:

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

(b) such accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent to give a true and fair view of the state of affairs of the Company in the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss for the said financial year ended March 31, 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

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

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

WHISTLE BLOWER Policy:

The Company has a vigil mechanism named whistle Blower Policy (wBP) for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The wBP is also posted in the Company's website namely www.summitsecurities.net.

PARTICULARS OF EMPLOYEES:

a. During the year under review, no employee was in receipt of remuneration which in aggregate was equal or more than the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. Statement containing the Disclosures pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a Non-Banking Financial Company and engaged in investments and financial activities and, as such, its operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy and several environment friendly measures are adopted by the Company. The management ensures strict compliance of the measures adopted.

The provisions relating to research and development and technology absorption are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as the Company does not fall into the criteria specified in sub-section (1) of Section 135 of the Act.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company stipulated under Clause 49 of the Listing Agreement, are annexed to this Report.

SECRETARIAL AUDITORS:

M/s. Parikh Parekh & Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit in accordance with Section 204 of the Act for the year ended March 31, 2015. The Secretarial Audit Report required pursuant to sub-section (3) of Section 134 and Section 204(1) of the Act in prescribed Form MR-3 furnished by M/s. Parikh Parekh & Associates, Company Secretaries is attached as Annexure D to this Report.

STATUTORY AUDITORS:

Messrs Chaturvedi & Shah, Chartered Accountants were appointed as the Statutory Auditors of the Company at the Seventeenth AGM of the Company held on September 27, 2014 to hold office for a period of 4 (four) consecutive years from the conclusion of the Seventeenth AGM till the conclusion of the Twenty First AGM subject to ratification by the members at every AGM of the Company.

They have confirmed that they are eligible to act as Statutory Auditors, if appointed, in accordance with Sections 139 and 141 of the Companies Act, 2013 and Rules made thereunder.

The Board of Directors after considering the recommendation by the Audit Committee recommends the ratification of appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of the ensuing AGM till the conclusion of the next AGM.

EXPLANATION AND COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT REPORT:

There is no qualification, reservation or adverse remark or disclaimer made either by the Statutory Auditor in Auditors Report or by the Company Secretary in practice (Secretarial Auditor) in his Secretarial Audit Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business.

INTERNAL FINANCIAL CONTROL:

Details in respect of adequacy on internal financial controls with reference to the Financial Statements are stated in the Management Discussion and Analysis section of this Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention of Sexual Harassment at workplace of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints.

The Company has not received any complaints during the year under review.

ACKNOWLEDEMENTS:

The Board of Directors wishes to place on record its gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company.

On behalf of the Board of Directors

Ramesh D. Chandak Chairman Place : Mumbai Date : 28.05.2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Report together with audited accounts for the year ended March 31, 2014:

FINANCIAL HIGHLIGHTS:

(Rs. In lakhs)

For the Year For the year ended March ended March 31,2014 31,2013

Total Income 620.30 1,281.99

Profit before Depreciation 523.25 1,017.10 &Tax

(-) Depreciation 0.48 0.40

Profit/(Loss) before Tax 522.77 1,016.70

Add: Excess/(Short) (22.05) (111.74)

Provision of tax of earlier years

(-) Tax 0.82 87.50

(-) Deferred Tax (0.36) (0.01)

Profit/(Loss) after Tax 500.26 817.47

Appropriation:

Less: Transfer to Statutory 100.05 163.49

Reserve

Add: Balance brought 1,819.57 1165.60 forward

Balance Profit/(Loss) 2,219.78 1819.57 transferred to Balance Sheet

DIVIDEND:

With a view to conserve resources, your Directors consider it prudent not to recommend any dividend for the year under review.

INDUSTRY STRUCTURE, BUSINESS OVERVIEW AND FUTURE OUTLOOK:

India has traversed a long way since the economic reforms started in the early 1990''s. The reforms of the early 1990''s were focused on three pillars - Liberalisation, Privatisation and Globalisation. The financial sector has also undergone significant changes during the period to not only support the rapid growth, but also to do so without disruptive episodes. The financial market performance is considered as a barometer of the economy.

The Indian economy went through challenging times since the crisis in the Euro area in FY 2011-12 with a cyclical down turn with growth slowdown, elevated current account deficit, persistent inflation and the need to restore fiscal policy to a sustainable path. Current account deficit continued to remain elevated in FY2013-14 and in tandem with market misperception of an imminence of the rollback of quantitative easing in the US assumed a serious dimension with the sharp depreciation of the rupee. A series of measures put up by the Government have significantly let up in the challenges on the trade and balances of payment front in FY 2013-14.

Despite all out efforts of the Government to boost the economy through appropriate calibration of the fiscal policy, India''s real GDP growth moderated significantly to 4.9% in FY 2013-14. The slow down reflects continued sluggish investment activity in the economy as well as slow down in consumption demand. While slower growth is a major worry, there are other headwinds in the economy as well.

However, the macro cycle, it is believed is turning for the better and certain reforms in the sector introduced by the Government and Reserve Bank of India (RBI) have changed sentiments. Various steps are being proposed for augmenting reforms in the capital and financial markets, including simplified process of Initial Public Offer, allowing Qualified Foreign Investors to access the Indian Bond Market, etc.

The Company, being a Non-Banking Financial Company (NBFC) registered with RBI, is deriving major revenue from its investments. Sectoral policy changes by the Government, therefore, have direct impact on the profitability of the Company as the value of the stocks, shares and bonds depends on the prevailing capital market scenario. The future success of the Company would depend on its ability to anticipate the volatility of the Stock Markets and minimizing risks through prudent investing decisions.

The investments of the Company are typically long term in nature and predominantly in the equities market. All investments decisions are reviewed by the Board of Directors on a quarterly basis. As at March 31, 2014, the market value of the Company''s quoted investment portfolio stood at Rs. 424.93 crores.

FINANCIAL PERFORMANCE:

Revenue:

Total revenue for FY 2013-14 at Rs. 6.20 crores fell by over 51.61% over the previous year revenue of Rs. 12.82 crores. The decrease in revenue is due to lower dividend declared by the investee companies as compared to dividend declared for FY 2011-12.

Expenses:

Total expenses for FY 2013-14 at Rs. 0.77 crores fell by over 70.92% over the previous year expenses of Rs. 2.65 crores.

Profit After Tax:

The Profit after Tax (PAT) stood at Rs. 5.00 crores for FY 2013-14 over PAT of Rs. 8.17 crores for last fiscal. The said profit is after the extraordinary/exceptional items of Rs. 0.20 crores.

RISKS, THREATS AND CONCERNS:

The objective of risk management process is to insulate the Company from risks associated with the business, while simultaneously creating an environment conducive for its growth. It entails a comprehensive estimation, control and review of risks to protect organisational value. The Risk Management Committee (RMC) of the Board of Directors has a well defined organisational structure and well documented policies to ensure efficiency of operations and compliance with internal and regulatory requirements. Risk mitigation policies are reviewed periodically by the RMC.

The identification of risks is the first step in the risk management process. The purpose of identification of risks is to describe events that may have an adverse impact on the achievement of the business objectives. In order to identify risks, a range of potential events is considered while taking into account past events and trends, as well as future exposures.

BUSINESS RISKS:

The Company''s revenue is predominantly derived from dividends that may be receivable on investments held by it. Any adverse impact on the industries in which the Company has made investments will, therefore, have a bearing on the performance of the Company. Towards this, the Company has a diversified investment portfolio spread across different industries to mitigate the impact.

MARKET RISKS:

The Company''s performance is also dependant on the performance of the economy and financial markets. The health of the economy and the financial markets in turn depends on the domestic economic growth, state of the global economy and business and consumer confidence, among other factors. Any event disturbing the dynamic balance of these diverse factors would directly or indirectly affect the performance of the Company. Further, any slowdown in the growth of Indian economy or any volatility in global financial market could also adversely affect the business. Moreover, the Company is also prone to risks pertaining to change in Government regulations, tax regimes, other statutes and capital market fluctuations in respect of investments held by the Company. Towards mitigation of this risk, the Company has diversified its investments in various sectors and across multiple product lines and businesses. The Company has also been on the look out for newer avenues of investments and has adopted a policy of investing only in companies which have a proven track record and stability.

COMPLIANCE RISKS:

The nature of the Company''s business involves an ongoing compliance with various regulators wherein the compliance requirements are constantly evolving. Any violation or transgression of the various compliances would not only affect the business of the Company but also affect the reputation of the Company.

The Company follows a robust system of compliance and maximum care is taken by the management to ensure no violation or transgression of the various compliances with the regulatory authorities occur. All reports are placed by the management before the meetings of the Board of Directors and the Audit Committee.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee appointed by the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

CAUTIONARY STATEMENT:

Statements in this Report describing the Company''s objectives,

projections, estimates and expectations may constitute "forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

HUMAN RESOURCES:

Employee relations continued to remain cordial during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is a Non-Banking Financial Company and engaged in investments and financial activities and, as such, its operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy and several environment friendly measures are adopted by the Company. The management ensures strict compliance of the measures adopted.

The provisions relating to research and development and technology absorption, adaptation and innovation are not applicable to the Company. During the year under review, there have been no transactions in the Company relating to foreign exchange earnings and outgo.

SUBSIDIARY:

As at March 31, 2014, the Company had one wholly owned subsidiary viz. Instant Holdings Limited and one step down subsidiary viz. Sudarshan Electronics and TV. Limited.

During the year under review, the Company has made further investments in equity shares of Instant Holdings Limited by way of subscription to its Rights Issue. The Company has been allotted 1,12,750 equity shares of face value of Rs. 10/- each at a premium of Rs. 770/- per share on September 16, 2013.

The Ministry of Corporate Affairs vide its circular no.5/12/2007- CL-III dated February 8, 2011 has, subject to compliance of certain conditions, granted general exemption to companies from attaching the Annual Report and accounts of its subsidiary companies. As per this circular, a statement containing brief financial details of the subsidiaries for financial year ended March 31, 2014 is included in this Annual Report. Pursuant to the Listing Agreement entered into with the Stock Exchanges and also as per this circular, the consolidated financial statements of the Company form part of the Annual Report. These statements have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Annual Accounts of the subsidiaries and the related detailed information will be made available to the members seeking such information at any point of time and are also available for inspection at the registered office of the Company and that of its subsidiaries.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 (''the Act''), Mr. H. N. Singh Rajpoot is liable to retire by rotation and being eligible has offered himself for re-appointment.

Ms. Sneha Karmarkar and Mr. Prem Kapil were appointed as Additional Directors of the Company by the Board of Directors at its meetings held on May 23, 2014 and August 13, 2014 respectively. Pursuant to Section 161 of the Act, Ms. Karmarkar and Mr. Kapil hold office upto the date of the ensuing Annual General Meeting of the Company (AGM) and are eligible for appointment as Directors. Ms. Karmarkar and Mr. Kapil, both qualify to be Independent Directors pursuant to Section 149 (6) of the Act.

Further, Mr. S.K Tamhane and Mr. H.C. Dalai also qualify to be Independent Directors pursuant to Section 149 (6) of the Act.

Accordingly, it is proposed to appoint Ms. Karmarkar, Mr. Kapil, Mr. Tamhane and Mr. Dalai as Independent Directors for a term of 5 (five) consecutive years with effect from the date of the Seventeenth AGM, and they shall not be liable to retire by rotation.

EMPLOYEE STATEMENT:

During the year under review, no employee was in receipt of remuneration which in aggregate was equal or more than that specified under Section 217(2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance and also the Management Discussion and Analysis Report, as stipulated under Clause 49 of the Listing Agreement, are annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors, to the best of their knowledge and belief confirm that:

i) the applicable Accounting Standards have been followed in the preparation of the annual accounts.

ii) such Accounting Policies have been selected and applied consistently and such judgement and estimates 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 in the Balance Sheet as at March 31, 2014 and the Statement of Profit & Loss for the year ended on that date.

iii) properandsufficientcare has been taken forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.

AUDITORS:

Messrs Chaturvedi & Shah, Chartered Accountants were appointed as the Statutory Auditors of the Company at the AGM of the Company held on September 30, 2013.

Messrs Chaturvedi & Shah have confirmed that they are eligible to act as Statutory Auditors, if appointed, in accordance with Sections 139 and 141 of the Companies Act, 2013 and Rules made thereunder.

The Board of Directors after considering the recommendation by the Audit Committee recommends the appointment of Messers Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company to hold office for a period of 4 (four) consecutive years commencing from the conclusion of the ensuing AGM.

ACKNOWLEDEMENTS:

The Board of Directors wishes to place on record its gratitude for the continued support and co-operation extended by the Government authorities, banks, members and employees of the Company. On behalf of the Board of Directors

A. N. Misra H. N. Singh Rajpoot

Director Director

Place : Mumbai

Date : August 13, 2014

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Report together with audited accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the year For the year ended March ended March 31, 2013 31, 2012

Total Income 1,281.98 798.23

Proft before Depreciation, 1,017.09 730.91 and Tax

(-) Depreciation 0.40 0.39

Proft/(Loss) before tax 1,016.69 730.52

Add: Excess / (Short) (111.73) (10.18)

Provision of tax of earlier years

(-) Tax 105.00 13.10

(-) Deferred Tax (0.01) -

Proft/(Loss) after tax 817.47 707.24

Appropriation:

Less: Transfer to Statutory 163.49 141.45

Reserve

Add: Balance brought forward 1,165.60 599.81

Balance Proft/(Loss) 1,819.58 1,165.60 transferred to Balance Sheet

DIVIDEND

With a view to conserve resources, your Directors consider it prudent to not recommend any dividend for the year under review.

FINANCIAL PERFORMANCE

During the fnancial year under review, the Total Income and Proft before Depreciation and Tax (PBDT) were Rs. 1,281.98 lacs and Rs. 1,017.09 lacs respectively as against Rs. 798.23 lacs and Rs. 730.91 lacs in the previous year.

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

Due to the nature of business, this provision is not applicable to the Company.

SUBSIDIARY

During the year under review, Sudarshan Electronics & T.V. Limited has ceased to be a subsidiary of the Company with effect from March 5, 2013.

As on March 31, 2013, the Company had one subsidiary company viz. Instant Holdings Limited and one step down subsidiary viz. Sudarshan Electronics & T. V. Limited.

The Ministry of Corporate Affairs vide its circular no. 5/12/2007-CL-III dated February 8, 2011 has subject to compliance of certain conditions, granted general exemption to the companies from attaching the annual report and accounts of its subsidiary companies. As per this circular, a statement containing brief fnancial details of the subsidiaries for fnancial year ended March 31, 2013 is included in this Annual Report. Further, pursuant to the Listing Agreement entered into with the Stock Exchanges and also as per this circular, the consolidated fnancial statements of the Company form part of the Annual Report. These statements have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Annual Accounts of the subsidiaries and the related detailed information will be made available to the members seeking such information at any point of time and are also available for inspection at the registered offce of the Company and that of its subsidiaries.

DIRECTORS

In accordance with the Companies Act, 1956 (the Act) and the Articles of Association of the Company, Mr. A. N. Misra and Mr. Ramesh D. Chandak, Directors, retire by rotation and being eligible offer themselves for re-appointment.

During the year under review, Mr. S. K. Tamhane was appointed in the causal vacancy caused due to the resignation of Mr. Paras K. Chowdhary and would hold offce up to the date of this Annual General Meeting. A Notice has been received from a member proposing the name of Mr. S.K. Tamhane as Director retiring by rotation. Members are requested to appoint Mr. Tamhane as Director at this Annual General Meeting. The Board of Directors recommends the appointment of Mr. S.K. Tamhane as Director of the Company.

Mr. H. C. Dalal was appointed by the Board of Directors as an Additional Director of the Company with effect from November 8, 2012 in terms of Section 260 of the Act and pursuant to the provisions of the Articles of Association of the Company. He would therefore, hold offce up to the date of the ensuing Annual General Meeting. A Notice has been received from a member proposing the appointment of Mr. Dalal as a Director of the Company liable to retire by rotation. The Board of Directors recommends the appointment of Mr. Dalal as a Director of the Company.

The Board of Directors deeply mourn the sad demise of Mr. T. M. Elavia, Director of the Company on August 18, 2013 and place on record their sincere appreciation for the invaluable service rendered by him during his tenure as Director of the Company.

EMPLOYEE STATEMENT

During the period under review, no employee was in receipt of remuneration which in aggregate was equal or more than that specifed under Section 217(2A) of the Act.

CORPORATE GOVERNANCE

A report on corporate governance, along with a certifcate from the auditors of the Company, regarding the compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act, your Directors, to the best of their knowledge and belief confrm that:

i) the applicable Accounting Standards have been followed in the preparation of the annual accounts.

ii) such accounting policies have been selected and applied consistently and such judgements and estimates 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 in the Balance Sheet as at March 31, 2013 and of the Statement of Proft and Loss for the said fnancial year viz. April 1, 2012 to March 31, 2013.

iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

Messrs N. M. Raiji & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on December 31, 2009. The Company has received a Special Notice under Section 225 of the Act from one of its members requesting that Messrs N. M. Raiji & Co. should not be re-appointed at the ensuing Annual General Meeting due to ongoing arbitration in the frm amongst the partners. Instead, the said member has proposed the appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Company''s Statutory Auditors.

Messrs Chaturvedi & Shah, are one of the leading frms of Chartered Accountants, who have confrmed that they are eligible to act as Statutory Auditors, if appointed. The Board of Directors therefore, recommends the appointment of Messrs Chaturvedi & Shah, Chartered Accountants as the Statutory Auditors of the Company.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its gratitude for the faith reposed in the Company and the co-operation extended by government authorities, members and employees of the Company.



On behalf of the Board of Directors



A.N. Misra H.N. Singh Rajpoot

Director Director

Place: Mumbai,

Date : August 19, 2013

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Mar 31, 2012

The Directors have pleasure in presenting their Report together with audited accounts for the year ended March 31, 2012. FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the For the year ended year ended March 31, March 31, 2012 2011

Total Income 798.23 625.73

Profit before Depreciation 730.91 341.03 and Tax

(-) Depreciation 0.39 0.33

Profit/(Loss) before tax 730.52 340.70

Add: Excess / (Short) Provision (10.18) 96.82 of tax of earlier years

(-) Tax 13.10 -

(-) Deferred Tax - (117.13)

Profit/(Loss) after tax 707.24 320.39

Appropriation:

Less: Transfer to Statutory 141.45 64.08 Reserve

Add: Balance brought forward 599.81 343.50

Balance Profit/(Loss) transferred 1,165.60 599.81 to Balance Sheet

DIVIDEND

With a view to conserve resources, your Directors consider it prudent not recommend any dividend for the year under review.

FINANCIAL PERFORMANCE

During the financial year under review, the Total Income and Profit before Depreciation and Tax (PBDT) were Rs. 798.23 lacs and Rs. 730.91 lacs respectively as against Rs. 625.73 lacs and Rs. 341.03 lacs in the previous year.

INDUSTRY AND BUSINESS OVERVIEW AND FUTURE OUTLOOK

Economic liberalization, including industrial de-regulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, a wide range of modern industries, and a multitude of services. However, the financial year 2011-12 was particularly challenging on account of the slowdown in industrial activity, increased inflation, weakening rupee and global recessionary trends. India's long term challenges include widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, insufficient access to quality basic and higher education, and accommodating rural-to-urban migration.

Though economy is predicted to grow at 7.6% in FY 2013 and 8.6% in FY 2014, the mood prevalent in the country is subdued.

The Company being a Non Banking Financial Company (NBFC) registered with the Reserve Bank of India and deriving its major revenue from its investments, sectoral policy changes by the government and performance of industry sectors where the Company has invested have an impact on the profitability of the Company. The basic business of the Company is investing in stocks, shares and bonds. The value of the stocks, shares and bonds in addition to be above also depend on the prevailing capital market scenario. The future success of the Company would depend on its ability to anticipate the volatility of the Stock Markets and minimizing risks through prudent investing decisions. THREATS AND CONCERNS

The Company's revenue is majorly derived from dividends receivable on investments held by it. Any adverse impact on the industries in which the Company has made investment will have a bearing on the performance of the Company. The Company's performance is also dependant on the performance of the economy and financial markets. The health of the economy and financial markets in turn depends on the domestic economic growth, state of the global economy and business and consumer confidence, among other factors. Any event disturbing the dynamic balance of these diverse factors would directly or indirectly affect the performance of the Company. Further, any slowdown in the growth of Indian economy or any volatility in global financial market, could also adversely affect the business. Moreover, the Company is also prone to risks pertaining to change in government regulations, tax regimes, other statutes and capital market fluctuations in respect of investments held by the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee appointed by the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

CAUTIONARY STATEMENT

Statements in this report describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

HUMAN RESOURCES

Employee relations continued to remain cordial during the year under review.

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

Due to the nature of business, this provision is not applicable to the Company.

SUBSIDIARY

During the year under review, your Company became a subsidiary of Swallow Associates Limited, as a result of merger of Blue Niles Holdings Limited, Kestrel Investments Limited, Petrochem International Limited, RPG Cellular Investments and Holdings Private Limited, South Asia Electricity Holdings Limited with Swallow Associates Limited pursuant to the Scheme of Amalgamation and Arrangement sanctioned by the Hon'ble High Court of Judicature at Bombay on February 10, 2012. This Scheme has become effective on March 27, 2012 with effect from the Appointed Date i.e. December 1, 2011.

As on March 31, 2012, the Company had two subsidiaries viz. Instant Holdings Limited and Sudarshan Electronics & T. V. Limited.

During the year under review, Instant Holdings Limited had filed a petition with the Hon'ble High Court of Judicature at Bombay for sanction under Section 394 of the Companies Act, 1956 to a Scheme of Amalgamation for merger of Idea Tracom Private Limited (wholly owned subsidiary of Instant Holdings Limited) and Goodhope Sales Private Limited (wholly owned subsidiary of Instant Holdings Limited) with Instant Holdings Limited. This Scheme has been approved by the High Court of Judicature at Bombay on April 13, 2012 and has become effective on May 15, 2012 with effect from the Appointed Date i.e. March 31, 2012.

The Ministry of Corporate Affairs vide its circular no. 5/1 2/2007-cL-III dated February 8, 2011 has subject to compliance of certain conditions, granted general exemption to the companies from attaching the annual report and accounts of its subsidiary companies. As per this circular, a statement containing brief financial details of the subsidiaries for financial year ended March 31, 2012 is included in this Annual Report. Further, pursuant to the Listing Agreement entered into with the Stock Exchanges and also as per this circular, the consolidated financial statements of the Company form part of the Annual Report. These statements have been prepared in compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Annual Accounts of the subsidiaries and the related detailed information will be made available to the shareholders seeking such information at any point of time and are also available for inspection at the registered office of the Company and that of its subsidiaries.

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ramesh D. Chandak and Mr. H. N. Singh Rajpoot, Directors, retire by rotation and being eligible offer themselves for re-appointment.

Mr. Suresh Mathew and Mr. Paras K. Chowdhary, Directors of the Company resigned with effect from August 13, 2012. The Board places on record its appreciation for the valuable services rendered by Mr. Mathew and Mr. Chowdhary. Mr. T. M. Elavia and Mr. S. K. Tamhane were appointed as Directors in the casual vacancy caused due to the resignation of Mr. Mathew and Mr. Chowdhary.

EMPLOYEE STATEMENT

During the period under review, no employee was in receipt of remuneration which in aggregate was equal or more than that specified under Section 217(2A) of the Companies Act, 1956. CORPORATE GOVERNANCE

A report on corporate governance, along with a certificate from the auditors of the Company, regarding the compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors, to the best of their knowledge and belief confirm that:

i) the applicable Accounting Standards have been followed in the preparation of the annual accounts.

ii) such accounting policies have been selected and applied consistently and such judgements and estimates 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 in the Balance Sheet as at March 31, 2012 and of the Statement of Profit and Loss for the said financial year viz. April 1, 2011 to March 31, 2012.

iii) proper and sufficient care has been taken 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 preventing and detecting fraud and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

Messrs N. M. Raiji & Co., statutory auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its gratitude for the faith reposed in the company and the co-operation extended by government authorities, shareholders and employees of the Company.

On behalf of the Board of Directors

Ramesh D. Chandak A. N. Misra

Director Director

Mumbai,

13th August, 2012

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their Report together with audited accounts for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

For the For the

year ended year ended

31.3.2011 31.3.2010

Total Income 625.73 679.36

Profit before Depreciation and 341.03 455.53 Tax

(-) Depreciation 0.33 0.24

Profit/(Loss) before tax 340.70 455.29

Add: Excess / (Short) Provision 96.82 (9.90) of tax of earlier years

(-) Tax - (6.00)

(-) Deferred Tax (117.13) (8.90)

Profit/(Loss) after tax 320.39 430.50

Appropriation:

Less: Transfer to Statutory 64.08 87.00 Reserve

Add: Balance brought forward 343.50 -

Balance Profit/(Loss) transferred 599.81 343.50 to Balance Sheet

DIVIDEND

With a view to conserve resources, your Directors have not recommended any dividend for the year under review.

FINANCIAL PERFORMANCE

During the financial year under review, the Total Income and Profit before Depreciation and Tax (PBDT) were Rs. 625.73 lacs and Rs. 341.03 lacs respectively as against Rs. 679.36 lacs and Rs. 455.53 lacs in the previous year (including an excess provision of Rs. 123.83 lacs written back).

LISTING ON STOCK EXCHANGES

The Securities and Exchange Board of India (SEBI) vide its letter dated December 24, 2010 granted necessary relaxation from applicability of Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957, for listing of the equity shares of the Company. Consequently, the equity shares of the Company were listed on January 28, 2011 on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

SALE OF FRACTIONAL ENTITLEMENTS

Pursuant to the Scheme of Arrangement, the fractional entitlements arising out of the issue of shares under the said Scheme were consolidated into 60,707 equity shares of Rs. 10/- each. The entire 60,707 equity shares of the Company were sold and the net sale proceeds of Rs. 66.19 lacs were distributed to the shareholders in April, 2011 who were entitled to such sale proceeds in proportion to their respective fractional entitlements.

INDUSTRY AND BUSINESS OVERVIEW AND FUTURE OUTLOOK

Growth in India is expected to be moderate, with GDP growth of 8.30 percent in 2011 and a projected growth of above 7.50 percent in 2012. Infrastructure will remain a key contributor to growth and corporate investment is essential as capacity constraints start to build. However, cost of funds has become a major hurdle to availment of credit by companies. This may affect investment and capital expenditure in several sectors. The Company is a Non Banking Financial Company (NBFC) registered with Reserve Bank of India.

THREATS AND CONCERNS

The Company's income is mainly derived from the dividends on investments held by it. Any adverse impact on the industries in which the Company has made investment will have direct bearing on the performance of the Company. Any slowdown in the growth of Indian economy or any volatility in global financial market, could also adversely affect the business. Moreover, the Company is also prone to risks pertaining to change in government regulations, tax regimes, other statutes and capital market fluctuations in respect of investments held by the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee appointed by the Board reviews the internal Audit Report and the adequacy and effectiveness of internal controls periodically.

CAUTIONARY STATEMENT

Statements in this Report describing the Company's objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied.

HUMAN RESOURCES

The Company has already formulated the organization structure and has recruited employees as per its requirements. It is now in process of putting in place, various human resources, policies and procedures. Employee's relations remain cordial during the year under review.

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

Due to the nature of business, this provision is not applicable to the Company.

SUBSIDIARY

As on March 31, 2011, the Company has two subsidiaries, Instant Holdings Limited and Sudarshan Electronics & T. V. Limited and two step down subsidiaries viz; Idea Tracom Private Limited and Goodhope Sales Private Limited, being the wholly owned subsidiaries of Instant Holdings Limited.

The Ministry of Corporate Affairs vide its circular no. 5/12/2007-CL- III dated February 8, 2011 has subject to compliance of certain conditions, granted general exemption to the companies from attaching the annual report and accounts of its subsidiary companies. As per this circular, a statement containing brief financial details of the subsidiaries for financial year ended March 31, 2011 is included in this Annual Report. Further, pursuant to the Listing Agreement entered into with the Stock Exchanges and also as per this circular, the consolidated financial statements of the Company form part of the Annual Report. These statements have been prepared in strict compliance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India.

The Annual Accounts of the subsidiaries and the related detailed information will be made available to the shareholders seeking such information at any point of time and are also available for inspection at the registered office of the Company and that of its subsidiaries.

DIRECTORS

During the year under review, Mr. A. N. Misra was appointed as an Additional Director of the Company on October 7, 2010 and he would hold office upto the date of the ensuing Annual General Meeting. A Notice has been received from a member proposing the name of Mr. Misra as Director retiring by rotation.

Mr. Aditya Atal resigned as the Director of the Company during the year under review.

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Mr. Paras. K. Chowdhary retires by rotation and being eligible offers himself for re-appointment.

EMPLOYEE STATEMENT

During the period under review, no employee was in receipt of remuneration which in aggregate was equal or more than that specifi ed under Section 217(2A) of the Companies Act, 1956.

GROUP

The names of the Promoters and entities comprising 'Group' as defi ned under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

CORPORATE GOVERNANCE

A report on corporate governance, along with a certifi cate from the auditors of the Company, regarding the compliance of conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors, to the best of their knowledge and belief confi rm that:

i) the applicable Accounting Standards have been followed in the preparation of the annual accounts.

ii) such accounting policies have been selected and applied consistently and such judgements and estimates 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 in the Balance Sheet as at March 31, 2011 and of the Profit and Loss Account for the said financial year viz April 1, 2010 to March 31, 2011.

iii) proper and suffi cient care has been taken 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 preventing and detecting fraud and other irregularities.

iv) the annual accounts have been prepared on a going concern basis.

AUDITORS

Messrs N. M. Raiji & Co., Chartered Accountants, statutory auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its gratitude for the faith reposed in the Company and the co-operation extended by government authorities, shareholders and employees of the Company.

For and on behalf of the Board of Directors

Ramesh D. Chandak Suresh Mathew

Director Director

Mumbai,

Date : May 30, 2011