Dear Members,

The Directors are pleased to present the 28^th Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2018.

FINANCIAL PERFORMANCE

The Company’s financial performance, for the year ended 31^st March, 2018 is summarized as below:

{Rs. in Lacs}

DIVIDEND

Your Directors do not recommend any dividend on the Share Capital of the Company for the year under review.

RESERVES

During the year, the Company has transferred Rs. 9.62 Lacs (Rupees Nine Lacs and Sixty-Two Thousand only) to the statutory reserve created under Section 45 IC of the Reserve Bank of India Act, 1934.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Overview

Times Guaranty Limited (“TGL”) is registered with the Reserve Bank of India (“RBI”) as a Non-Deposit Accepting, Non-Banking Financial Company and is engaged in the business of providing financial services.

Industry Overview

FY2018 began in an uncertain environment with the economy coming to terms with the impact of demonetisation of Rs. 500/- and Rs. 1,000/- bank notes that came into effect on 8^th November, 2016. As per the second advance estimates of national income for FY2018 released by the Central Statistics Office (CSO) on 28^th February, 2018 real GDP growth for FY2018 at 6.6%, which is 0.5% less than the 7.1% growth witnessed in FY2017.

NBFCs continued to grow their share in the financial services industry. Data published by the RBI in its Financial Stability Reports dated 30^th June, 2017 and 21^st December, 2017 show that the NBFCs have outperformed scheduled commercial banks (SCBs) on growth in advances, asset quality and profitability. This growth momentum of NBFCs should result in their share in the financial services sector increasing in the near future.

State of Company Affairs and Outlook

During the year under review, your Company has earned a profit of Rs. 48.11 Lacs as against Profit of Rs. 405.75 Lacs for the previous year.

The main source of income during the year was out of profit on the sale of investments.

Your Company intends to aggressively pursue the bright prospects and enormous opportunities towards the objects of the Company. Your Company is examining various options of commencing new activities.

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

Internal Control Systems and their Adequacy

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Risk Management System

The Company has processes in place to identify, assess and monitor various business, financial and operational risks. Major risks identified by the functions are systematically addressed through mitigating actions on a continuous basis. These are also discussed at the meeting of the Audit Committee of the Company. The Company’s internal control systems and the audit processes are commensurate with the nature of business, the size and complexity of its operations.

Risks and Concerns

Any adverse change in the business or negative policy of Government will affect the NBFC sector adversely.

Opportunities

The success of NBFCs can be clearly attributed to their better product lines, lower cost, wider and effective reach, strong risk management capabilities to check and control bad debts, and better understanding of their customer segments.

Threats

Growth of the Company’s asset book, quality of assets and ability to continue the business depends significantly on the economy. Unfavourable events in the Indian economy can affect consumer sentiment and in turn impact consumer decision to purchase financial products. Competition from a broad range of financial services providers, unstable political environment and changes in Government policy / regulatory framework could impact the Company’s operations.

Human Resource

Human Resource is the most vital factor of any organization. Your Company has well experienced personnel. The employees work in line with the organizational goal.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has always taken adequate steps to adhere to all the requirements as laid down in SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended (SEBI LODR). A Report on Corporate Governance is included as a part of the Annual Report. The certificate received from Mehta & Mehta, Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as laid down in SEBI LODR is also included as a part of the Annual Report.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

Your Company has shifted its registered office from Trade House, 1^st Floor, Kamala Mills Compound, Senapati Bapat Marg Lower Parel Mumbai 400 013 to 5^th Floor, Times Tower, Kamala Mills Compound, Senapati Bapat Marg Lower Parel Mumbai 400 013, Maharashra, a place situated within the jurisdiction of the Registrar of Companies, Maharashtra, Mumbai w.e.f. 1^st May, 2018 for operational convenience and efficiency.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiary, associate and joint ventures and hence requirements under the provisions of Section 129(3), 134 and Rule 8 of Companies (Accounts) Rules, 2014 are not applicable to your Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 (the Act) and based on the framework of internal control systems and compliance system maintained by the Company and the work performed by the Statutory Auditors, Secretarial Auditors and the reviews performed by the Audit Committee, the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b. They have selected such accounting policies and applied them consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year 31^st March, 2018 and of the profits of the Company for the said year.;

c. They have taken proper and sufficient care 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. They have prepared the annual accounts on a going concern basis.;

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

SECRETARIAL STANDARDS

The Company complies with all the applicable provisions of Secretarial Standards.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Directors

As on date, the Board of Directors of the Company comprises of the following:

Declaration of Independence

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Sections 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, Ms. Aashu Madhan (DIN: 07058431) retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI LODR is mentioned in the Notice which is part of this Annual Report.

Key Managerial Personnel (KMP):

As on the date, following are the Key Managerial Personnels of the Company as per Section 203 of the Act:

1. Ms. Anita Malusare, Executive Director & Chief Executive Officer (ED & CEO)

2. Ms. Shweta Chaturvedi, Company Secretary (CS)

3. Mr. Pramod Karmarkar, Chief Financial Officer (CFO)

MEETINGS

During the financial year 2017-18, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, the revised Secretarial Standards-1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

AUDIT COMMITTEE (AC)

As on the date, following is the composition of the Audit Committee;

1. Ms. Mitu Samar Nath- Chairperson

2. Mr. Sivakumar Sundaram-Member

3. Dr. Arun Arora-Member

During the financial year 2017-18, four meetings of Audit Committee of the Company were held on 24^th April, 2017, 10^th August, 2017, 13^th November, 2017, and 12^th February, 2018. All recommendations made by the Audit Committee during the year were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

As on the date, the following is the composition of Nomination and Remuneration Committee:

1. Ms. Mitu Samar Nath- Chairperson

2. Mr. Sivakumar Sundaram-Member

3. Dr. Arun Arora- Member

During the financial year 2017-18, three meeting of NRC of the Company were held on 24^th April, 2017, 10^th August, 2017 and 23^rd March, 2018.

The Nomination and Remuneration policy of the Company, specifying therein the appointment and remuneration of the Directors, Key Managerial Personnels and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters may be referred to at the Company’s website at www.timesguarantylimited.com under the web link as provided in Corporate Governance Report which is the part of the Annual Report

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

As on the date, Stakeholders’ Relationship Committee of the Company comprises of the following:

1. Mr. Sivakumar Sundaram - Chairman

2. Ms. Aashu Madhan -Member

During the financial year 2017-18, ten meetings of Stakeholders’ Relationship Committee were held on 7^th April, 2017, 3^rd July, 2017, 26^th July, 2017, 4^th August, 2017, 25^th October, 2017, 5^th December, 2017, 14^th December, 2017, 27^th December, 2017, 19^th January, 2018 and 6* March, 2018.

The Committee members attended all the aforesaid meetings.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 for the financial year 2017-18 has been disclosed separately and forms part of the Directors’ report as Annexure 1.

DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies, of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, the Company has not made any loans, guarantee or investments under Section 186 of the Act.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with Related party were on arm’s length basis and were in the ordinary course of business except one transaction which was not at arm’s length as disclosed in Form AOC-2 appended as Annexure 2 to this report. There were no material contracts or arrangements or transactions at arm’s length basis during the period under review.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 3.

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sums prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

Particulars concerning energy conservation, technology absorption and foreign exchange earnings and outgo as required by Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 4 to the Directors’ Report.

AUDITORS

Statutory Auditors

At the Annual General Meeting held on 27^th September, 2017, V. B. Goel & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 30^th Annual General Meeting (AGM).

Auditors’ Report

The Report given by the Statutory Auditors on the Financial Statements of the Company is part of the Annual Report. The notes on Financial Statements referred to in the Auditor’s Report are self-explanatory and do not call for any further explanation. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report. No instance of fraud has been reported by the Auditors under Section 143(12) of the Act.

Secretarial Auditor

Mehta & Mehta, Practicing Company Secretaries were appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Act and Rules made thereunder. The secretarial audit report for financial year 2017-18 forms part of this Report as Annexure 5.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

The Company has implemented the Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns relating to Reportable Matters (defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/misappropriation of bank funds/assets etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. None of such cases were reported to the Audit Committee during the financial year 2017-18.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

This part is covered under the Corporate Governance Report.

PREVENTION OF SEXUAL HARASSMENT

No concerns/complaints have been raised under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under during the financial year 2017-18.

NON-BANKING FINANCIAL COMPANIES AUDITORS’ REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 1998, a report from the Statutory Auditors to the Board of Directors, has been received by the Company. The said report confirms compliance by the Company during the financial year ended 31^st March, 2018 of all the directions and Prudential Norms as prescribed by Reserve Bank of India under the Reserve Bank of India Act, 1934.

ACKNOWLEDGEMENT

The Board of Directors is thankful to the Company’s promoters and shareholders, customers, bankers and employees for their continued support.

For and on behalf of Board of Directors

Sivakumar Sundaram

Registered Office: Chairman

5^th Floor, Times Tower, (DIN:00105562)

Kamala Mills Compound,

Senapati Bapat Marg,

Lower Parel, Mumbai-400013.

Dated: 26^th July, 2018.