AJAY INVESTMENT ENTERPRISE LIMITEDCIN: L55101WB1971PLC028155

Regd. Office: Ideal Plaza, South Block, 4th Floor

11/1, Sarat Bose Road, Kolkata-700 020

Telephone No. (033) 2280 7017/18

E~mail : financeho@reliancejute.com

NOTICE TO THE MEMBERS

Notice is hereby given that the 43rd Annual General Meeting of the shareholders of AjayInvestment Enterprise Limited will be held on Wednesday, the 30th September, 2015, at11.30 A. M. at the Registered Office of the Company at Ideal Plaza, South Block, 4th Floor,11/1, Sarat Bose Road, Kolkata-700 020, to transact the following business:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the Company for theyear ended 31st March, 2015 including the audited Balance Sheet as at 31st March,2015, Statement of Profit & Loss for the year ended on that date, and the Reports ofthe Directors’ and the Auditors’ thereon.

2. To appoint a Director in place of Smt. Sonal Hada, who retires by rotation and beingeligible, offers himself for re-appointment.

3. To ratify the appointment of M/s. K. K. Jain & Co., Chartered Accountants (ICAIRegistration No. 302022E), as statutory auditors of the Company.

AS SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification(s), the followingresolution as Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 14 and all other applicableprovisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation)Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for thetime being in force), Articles of Association, copy of which is placed before the meetingbe and is hereby approved and adopted in substitution and to the entire exclusion ofthe existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and arehereby authorised to do all such acts, deeds and things as may be necessary, proper orexpedient to give effect to this resolution.

5. To consider and if thought fit, to pass with or without modification(s), the followingresolution as Ordinary Resolution:

RESOLVED that in accordance with the provisions of Section 161(4) and the Rulesnotified there under and all other applicable provisions, if any, of the Companies Act,2013 for the time being in force including any statutory modification(s) or re-enactmentthereof, Shri Anand Kumar Bubna, who was appointed as an Additional Director bythe Board w.e.f.30th March, 2015, and who holds the office upto the date of this AnnualGeneral Meeting in terms of Section 161 of the Companies Act, 2013 and in respect ofwhom the Company has received a notice, in writing, from a member under Section160 of the Companies Act, 2013 signifying his intention to propose Shri Anand KumarBubna as a candidate for the office of Director of the Company, be and is herebyappointed as Director of the Company under the provisions of the Articles ofAssociation of the Company.

6. To consider and if thought fit, to pass with or without modification(s), the followingresolutions as Ordinary Resolution:

RESOLVED THAT, pursuant to the provisions of Sections 196, 197, Schedule V andother applicable provisions of the Companies Act, 2013, and the Rules made thereunder including any statutory modification(s) or re-enactment(s) thereof for the timebeing in force, and the Articles of Association of the Company, Shri Anand KumarBubna (holding DIN: 00304567) who was appointed as Managing Director of theCompany by the Board of Directors (“the Board”) with effect from 30th March, 2015,consent of the members, be and is hereby accorded for appointment of Shri AnandKumar Bubna, as Managing Director of the Company, for a period of 5 (five) yearswith effect from 30th March, 2015 on the terms and conditions as specified in theExplanatory Statement pursuant to Section 102(1) of the Companies Act, 2013annexed to this Notice and on the remuneration, which is as follows:

(i) Salary: Rs.1000/- per month or such other sum as would be determined by theBoard of Directors from time to time.

(ii) Perquisites: He will not be entitled for any perquisite.

The remuneration mentioned above will be subject to the overall ceilings laid downunder Section 197 of the Companies Act, 2013 (the Act) read with Schedule Vthereto.

(iii) He will not be paid any sitting fee for attending the meeting of the Board or anyCommittee thereof.

(iv) In the event that the Company in any financial year during the aforesaid period,has no profit or its profits are inadequate, the remuneration payable to him shallnot exceed the limits specified in Section II of Part II of Schedule V to the Act orany modification or re-enactment thereof as minimum remuneration, subject tosuch approvals as may be required.

RESOLVED FURTHER that, the Board be and is hereby authorised to alter and varythe terms and conditions of appointment and/or remuneration, subject to the same notexceeding the limits specified under Section 197, read with Schedule V of theCompanies Act, 2013 (including any statutory modification(s) or re-enactment(s)thereof, for the time being in force).

7. To consider and if thought fit, to pass with or without modification(s), the followingresolutions as Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule IV to theAct and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘theRules’) including any statutory modification(s) or any amendment or any substitutionor any re-enactment thereof for the time being in force and Clause 49 of the ListingAgreement, Shri Govind Ram Banka (holding DIN: 00207385), who was appointed asan Additional Director by the Board with effect from 30th March, 2015, who is eligiblefor appointment as an Independent Director pursuant to the Companies Act, 2013 andthe Listing Agreement and in respect of whom the Company has received a notice inwriting under Section 160 of the Act from a member proposing his candidature for theoffice of Director, be and is hereby appointed as an Independent Director of theCompany, not liable to retire by rotation, to hold office for a period of consecutive fiveyears.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to doall such acts, deeds and things as may be necessary to give effect to this resolution.

8. To consider and if thought fit, to pass with or without modification(s), the followingresolutions as Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule IV to theAct and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘theRules’) including any statutory modification(s) or any amendment or any substitutionor any re-enactment thereof for the time being in force and Clause 49 of the ListingAgreement, Shri Piyush Bhartia (holding DIN: 00154138), who was appointed as anAdditional Director by the Board with effect from 30th March, 2015, who is eligible forappointment as an Independent Director pursuant to the Companies Act, 2013 and theListing Agreement and in respect of whom the Company has received a notice inwriting under Section 160 of the Act from a member proposing his candidature for theoffice of Director, be and, is hereby appointed as an Independent Director of theCompany, not liable to retire by rotation, to hold office for a period of consecutive fiveyears.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to doall such acts, deeds and things as may be necessary to give effect to this resolution.

9. To consider and if thought fit, to pass with or without modification(s), the followingresolutions as Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 149, 152 and other applicableprovisions, if any, of the Companies Act, 2013 (‘the Act’) read with Schedule IV to theAct and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘theRules’) including any statutory modification(s) or any amendment or any substitutionor any re-enactment thereof for the time being in force and Clause 49 of the ListingAgreement, Shri Brijendra Kumar Kedia (holding DIN: 00957020), who was appointedas an Additional Director by the Board with effect from 29th May, 2015, who is eligiblefor appointment as an Independent Director pursuant to the Companies Act, 2013 andthe Listing Agreement and in respect of whom the Company has received a notice inwriting under Section 160 of the Act from a member proposing his candidature for theoffice of Director, be and, is hereby appointed as an Independent Director of theCompany, not liable to retire by rotation, to hold office for a period of consecutive fiveyears.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to doall such acts, deeds and things as may be necessary to give effect to this resolution.

Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose Road,Kolkata, the 29th May, 2015.

By Order of the Board,Sd/-

S. K. SEKSARIADirector

(DIN:00309725)

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THEPROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. Proxies Forms, in order to be effective, must be properly signed and received by theCompany not less than 48 hours before the meeting.

3. The equity shares of the Company are activated for dematerialization with NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) under ISIN No. INE 488J01010.

4. The relative Explanatory Statement pursuant to Section 102 of the Companies Act,2013 in respect to the Special Business to be transacted at the Meeting is annexedhereto.

5. The Register of Members of the Company shall remain closed from 25th September,2015 to 30th September, 2015 (both days inclusive).

6. This notice is being sent to all the members whose name appears as on 5th September,2015 in the register of members or beneficial owners as received from M/s. S. K.Infosolutions Pvt. Ltd., the Registrar and Transfer Agent of the Company.

7. A person whose name is recorded in the register of members or in the register ofbeneficial owners maintained by the depositories as on Friday, 25th September, 2015(“the Cut off Date”) only shall be entitled to vote through Remote E-voting and at theAGM. The voting rights of Members shall be in proportion to their share of the paid-upequity share capital of the Company as on the Cut off Date.

8. Members are requested to notify promptly any change in their address to theCompany’s Registrars and Share Transfer Agent, M/s. S. K. Infosolutions Pvt. Ltd. Themembers are also requested to send all correspondence relating to Shares, includingtransfers and transmissions to the above Registrars and Share Transfer Agent.

9. The facility for making nominations is available for members in respect of the sharesheld by them. Nomination Form can be obtained from the Company’s Registered Office.

10. Electronic copy of the Annual Report for the year 2014-15, Notice of the AnnualGeneral Meeting along with Attendance Slip and Proxy Form are being sent to all themembers whose E-mail IDs are registered with the Company/DepositoryParticipants(s) for communication purposes unless any member has requested for ahard copy of the same. For members who have not registered their E-mail address,physical copies of the Annual Report for the year 2014-15 is being sent in the permittedmode.

11. Members desirous of obtaining information in respect of accounts and operations of theCompany are requested to send queries in writing to the Company at the registeredoffice, so as to reach at least seven days before the date of the meeting so that properinformation can be made available at the meeting.

12. The shares of the Company have been listed at the Calcutta Stock Exchange Limitedand Company has already paid Listing Fees to the said Stock Exchanges for the year2015-16.

13. Register of Directors and Key Managerial Personnel and their shareholdingmaintained under Section 170 of Companies Act, 2013 and Register of Contracts orarrangements in which Directors are interested maintained under Section 189 of theCompanies Act, 2013 will be available for inspection by the members at the AnnualGeneral Meeting.

14. All the documents referred to in the Notice and Explanatory Statement will beavailable for inspection by the Members at the Registered Office of the Companybetween 11.00 a.m. and 1.00 p.m. on all working days from the date hereof upto thedate of the Meeting.

15. The voting for the agenda items as mentioned in the Notice shall be done in thefollowing manner:

(i) Members may cast their votes through electronic means by using an electronicvoting system from a place other than the venue of AGM (“Remote E-voting”) in themanner provided below during the e-voting period mentioned below in Para(16)(C).

(ii) At the venue of AGM, voting shall be done through ballot papers (“Ballot Paper”)and the members attending AGM who have not casted their vote by RemoteE-voting shall be entitled to cast their vote through Ballot Paper.

(iii) A Member may participate in the AGM even after exercising his right to votethrough Remote E-voting but shall not be allowed to vote again at the venue of theAGM. If a Member casts votes through Remote E-voting and also at the AGM, thenvoting done through Remote E-voting shall prevail and voting done at the AGMshall be treated as invalid.

16. Pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of theCompanies (Management and Administration) Rules, 2014 and the revised Clause 35Bof the Listing Agreement, the Company is pleased to provide facility of Remote E-voting to all its Members, to enable them to cast their votes on all Resolutions set forthin this Notice electronically and the business mentioned in the Notice may betransacted through e-voting. Remote E-voting is optional and not mandatory. TheCompany has engaged the services of National Securities Depository Limited (NSDL)for the purpose of providing Remote E-voting facility to all its Members. The processand manner of Remote E-voting are as under:

A. Instruction for E-voting by Members whose E-mail IDs are registered with theCompany/Depository Participant(s):

(i) Members whose E-mail addresses are registered with theCompany/Depository Participant(s) will receive an E-mail from NSDLinforming the “USER-ID” and “PASSWORD”.

(ii) Open e-mail and open PDF file viz. ‘AIE e-voting.pdf’’ with your Client IDNo. or Folio No. as password. The said PDF file contains your user ID andpassword/PIN for remote e-voting. Please note that the password is aninitial password.

(iii) Launch internet browser by typing the URL: https://www.evoting.nsdl.com.

(iv) Click on Shareholder – Login.

(v) Enter user ID and password as initial password/PIN noted in step (i) above.Click Login.

(vi) Password change menu appears. Change the password with a newpassword of your choice with minimum 8 digits / characters or combinationthereof. Note new password. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep yourpassword confidential.

(vii) Home page of remote e-voting opens. Click on e-voting Active VotingCycles.

(viii) Select “EVEN” (E-Voting Event Number) of Ajay Investment EnterpriseLimited.

(ix) Now you are ready for e-voting as Cast Vote page opens.

(x) Cast your vote by selecting appropriate option and click on “Submit” andalso “Confirm” when prompted.

(xi) Upon confirmation, the message “Vote cast successfully” will be displayed.

(xii) Once you have voted on the Resolution, you will not be allowed to modifyyour vote.

(xiii) Institutional Members (i.e. other than individuals, HUF, NRI etc.) arerequired to send scanned copy (in PDF / JPG Format) of the relevant BoardResolution / Authority letter etc. together with attested specimen signatureof the duly authorised signatory(ies) who are authorised to vote, to theScrutinizer through E-mail to shiv70@gmail.com with a copy marked toevoting@nsdl.co.in.

B. Instruction for E-voting by Members whose E-mail IDs are not registered withCompany/Depository Participant(s) or requesting physical copy:

(i) For Members whose E-mail IDs are not registered with theCompany/Depository Participant(s), will be receiving notice of AGM bypost.

(ii) Initial password is provided on the attendance slip for the AGM.

(iii) Please follow all steps from Sl. No. (iii) to (xiii) of (A) above, to cast vote.

Notes:(a) Login to the e-voting website will be disabled upon five unsuccessful

attempts to key in the correct password. In such an event, you will needto go through the “Forgot Password” option available on the site toreset the password.

(b) If you are already registered with NSDL for e-voting then you can useyour existing User ID and password for casting your vote.

(c) You can also update your mobile number and E-mail ID in the userprofile details of the folio, which may be used for sending futurecommunication(s).

(d) Once the vote on a Resolution is cast by a Member, he/she shall not beallowed to change it subsequently or cast the vote again.

C. E-voting Period:The Remote E-voting period commences on Sunday, 27th September, 2015 (9.00a.m.) and ends on Tuesday, 29th September, 2015 (5.00 p.m.). During the aforesaidperiod, Members of the Company may opt to cast their votes through RemoteE-voting. After 29th September, 2015 (5.00 p.m.) the Remote E-voting facility willbe blocked.

D. User ID and Password for the members who became Members after dispatch ofAGM notice:Persons who have acquired shares and became members of the Company afterdispatch of the notice of AGM but before the cut off date of 25th September, 2015,may obtain their user ID and password for e-voting from the Company’s Registrarand Share Transfer Agent or NSDL.

E. Queries in relation to E-voting:In case of any queries, you may refer to the “Frequently Asked Questions (FAQs)for members and e-voting user manual for members” available at the ‘downloads’section of www.evoting.nsdl.com. For any further grievance related to the RemoteE-voting members may contact NSDL at the following contact information:

Phone No. +91 22 24994600/24994738, Toll free no. 1800222990E-mail ID: evoting@nsdl.co.in

17. Members who have not exercised the option of Remote E-voting shall be entitled toparticipate and vote at the venue of the AGM on the date of the AGM. Voting at thevenue of AGM shall be done through Ballot Papers and Members attending the AGMshall be able to exercise their voting rights at the meeting through Ballot Papers. Afterthe agenda item has been discussed, the Chairman will instruct the Scrutinizer toinitiate the process of voting on all the Resolutions through Ballot Papers. The BallotPaper/s will be issued to the Shareholders/Proxy holders/Authorised Representativespresent at the AGM. The shareholders may exercise their right of vote by tick marking(√) against “FOR” or “AGAINST” as his/her choice may be, on the agenda item in theBallot Paper and drop the same in the Ballot Box(es) kept at the meeting hall for thispurpose.

18. Ms. Prity Agarwal, Practicing Company Secretary (Membership No.33094) havingconsented to act as Scrutinizer has been appointed as Scrutinizer (“Scrutinizer”) forscrutinizing the voting process (Ballot Paper as well as Remote E-voting) in a fair andtransparent manner.

The Scrutinizer shall immediately after the conclusion of voting at the AGM, firstcount the votes cast at the AGM by Ballot Papers and thereafter unblock the votescasted through e-voting in the presence of at least two witnesses not in theemployment of the Company. The Scrutinizer shall, within a period not exceedingthree days from the conclusion of the AGM, prepare and present a consolidated reportof the total votes cast in favour or against, if any, to the Chairman of the Company or aperson authorised by him in writing who shall countersign the same.

19. The Result of voting (Remote E-voting and the voting at the AGM) on the Resolutionsshall be declared within 3 days from the date of AGM by the Director or any personauthorised by him for this purpose. The results declared along with the report of theScrutinizer shall be placed on the website of the Company i.e. www.reliancejute.com inthe investor’s relation section and on the website of NSDL i.e. www.evoting.nsdl.comimmediately after the result is declared and simultaneously communicated to theCalcutta Stock Exchange Ltd.

20. Members holding shares in physical form and desirous of making a nomination inrespect of their shareholding in the Company, as permitted under Section 72 of theCompanies Act, 2013 or any statutory re-enactment thereof, are requested to submitthe request in prescribed form SH-3 to the RTA.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4The present Articles of Association of the Company are in accordance with the provisions ofCompanies Act, 1956. With the enactment of the Companies Act, 2013, most of theregulations contained in the Articles of Association of the Company have either becomeredundant or are not in tune with the provisions of the said Act. Under the Companies Act,2013, draft Articles (in case of a Company limited by shares) is provided in Schedule Fthereto.

In view of the aforesaid, it is proposed to replace the existing set of Articles of Associationwith a new set of Articles of Association containing regulations in accordance with theprovisions of the new Act and the rules made there under.

The draft Articles are available for your inspection at the Registered Office of theCompany, at any time during the working hours on any working day till the date of AnnualGeneral Meeting.

Pursuant to the provisions of Section 14 of the Companies Act, 2013 read with theCompanies (Incorporation) Rules, 2014, any alteration to the Articles of Association of theCompany requires prior approval of shareholders by way of Special Resolution.

Hence, the Board recommends the resolution for your approval. None of the Directors, KeyManagerial Personnel and their relatives are interested or concerned in the said resolutionto the extent of their shareholding in the Company.

Item No. 5The Board at its meeting held on 30th March, 2015 appointed Shri Anand Kumar Bubna asan Additional Director till this Annual General Meeting. The Company has received noticein writing under the provision of Section 160 of the Companies Act, 2013, from a memberalong with a deposit of Rs.1,00,000/-proposing the candidature of Shri Anand KumarBubna for the office of Director.

Shri Anand Kumar Bubna is not disqualified from being appointed as Director in terms ofSection 164 of the Companies Act, 2013 and other provisions of the Act as applicable andhas given his consent to act as a Director of the Company.

The Board considers that the appointment of Shri Anand Kumar Bubna as a member ofthe Board would be beneficial for the Company. It is proposed to appoint Shri AnandKumar Bubna as a Director of the Company.

No Director, Key Managerial Personnel or their relatives, except Shri Anand KumarBubna, to whom the resolutions relates, is interested or concerned in the resolution.Information pursuant to Clause 49 of the Listing Agreement is provided under Annexure –A.

The Board recommends the resolution set forth in Item No. 5 for approval of the members.

Item No. 6The Board at its meeting held on 30th March, 2015 appointed Shri Anand Kumar Bubna asManaging Director for a period of 5 (Five) years with effect from that date.

The terms and conditions of his appointment are as follows:

1. Remuneration: As provided in the resolution.2. Period of appointment: Five years beginning on 30th March, 2015 and ending on 29th

March, 2020.3. Shri Bubna shall perform such duties as shall from time to time be entrusted to him by

the Board of Directors, subject to the superintendence, guidance and control of theBoard of Directors.

The resolutions seeks the approval of the members in terms of Sections 196 and 197 readwith Schedule V and other applicable provisions of the Companies Act, 2013, and the Rulesmade there under including any statutory modification(s) or re-enactment(s) thereof for thetime being in force, for the appointment of Shri Anand Kumar Bubna, as the ManagingDirector of the Company with effect from 30th March, 2015.

No director, key managerial personnel or their relatives, except Shri Anand Kumar Bubna,to whom the resolutions relates, is interested or concerned in the resolution.

The Board recommends the resolution set forth in Item No. 6 for approval of the members.

Item No. 7The Board of Directors at its meeting held on 30th March, 2015, appointed Shri GovindRam Banka (holding DIN: 00207385) as an Additional Director of the Company with effectfrom 30th March, 2015.

The Company has received a notice from a member under Section 160 of the Act proposingShri Govind Ram Banka for the office of Director of the Company. Shri Banka is eligible forappointment as Director in the Company pursuant to the provisions of the Companies Act,2013. Shri Banka is not disqualified from being appointed as Director in terms of Section164 of the Companies Act, 2013 and other provisions of the Act as applicable and has givenhis consent to act as a Director of the Company.

The Company has also received declaration from Shri Banka that meets with the criteria ofindependence as prescribed under Section 149(6) of the Act and Clause 49 of the ListingAgreement. In the opinion of the Board, Shri Banka fulfils the conditions for appointmentas Independent Director as specified in the Act and the Listing Agreement and isindependent of the management.

The Board considers that the appointment of Shri Banka as a member of the Board wouldbe beneficial for the Company. It is proposed to appoint Shri Govind Ram Banka as anIndependent Director under Section 149 of the Act and Clause 49 of the Listing Agreement,not liable to retire by rotation, for a term of five years.

Copy of the draft letter for appointment of Shri Banka as an Independent Director, settingout the terms and conditions of his appointment, is available for inspection without any feeby the member at the Registered Office of the Company during 10.00 A.M. to 5.00 P.M. onany working day.

Except Shri Govind Ram Banka, being an appointee, and his relatives, none of theDirectors and Key Managerial Personnel of the Company and their relatives is concernedor interested, financially or otherwise, in the resolution set out at Item No. 7. Informationpursuant to Clause 49 of the Listing Agreement is provided under Annexure –A.

Item No. 8The Board of Directors at its meeting held on 30th March, 2015, appointed Shri PiyushBhartia (holding DIN: 00154138) as an Additional Director of the Company with effectfrom 30th March, 2015.

The Company has received a notice from a member under Section 160 of the Act proposingShri Piyush Bhartia for the office of Director of the Company. Shri Bhartia is eligible forappointment as Director in the Company pursuant to the provisions of the Companies Act,2013. Shri Bhartia is not disqualified from being appointed as Director in terms of Section164 of the Companies Act, 2013 and other provisions of the Act as applicable and has givenhis consent to act as a Director of the Company.

The Company has also received declaration from Shri Bhartia that meets with the criteriaof independence as prescribed under Section 149(6) of the Act and Clause 49 of the ListingAgreement. In the opinion of the Board, Shri Bhartia fulfils the conditions for appointmentas Independent Director as specified in the Act and the Listing Agreement and isindependent of the management.

The Board considers that the appointment of Shri Bhartia as a member of the Board wouldbe beneficial for the Company. It is proposed to appoint Shri Piyush Bhartia as anIndependent Director under Section 149 of the Act and Clause 49 of the Listing Agreement,not liable to retire by rotation, for a term of five years.

Copy of the draft letter for appointment of Shri Bhartia as an Independent Director,setting out the terms and conditions of his appointment, is available for inspection withoutany fee by the member at the Registered Office of the Company during 10.00 A.M. to 5.00P.M. on any working day.

Except Shri Piyush Bhartia, being an appointee, and his relatives, none of the Directorsand Key Managerial Personnel of the Company and their relatives is concerned orinterested, financially or otherwise, in the resolution set out at Item No. 8. Informationpursuant to Clause 49 of the Listing Agreement is provided under Annexure –A.

Item No. 9The Board of Directors at its meeting held on 29th May, 2015, appointed Shri BrijendraKumar Kedia (holding DIN: 00957020) as an Additional Director of the Company witheffect from 29th May, 2015.

The Company has received a notice from a member under Section 160 of the Act proposingShri Brijendra Kumar Kedia for the office of Director of the Company. Shri Kedia iseligible for appointment as Director in the Company pursuant to the provisions of theCompanies Act, 2013. Shri Kedia is not disqualified from being appointed as Director interms of Section 164 of the Companies Act, 2013 and other provisions of the Act asapplicable and has given his consent to act as a Director of the Company.

The Company has also received declaration from Shri Kedia that meets with the criteria ofindependence as prescribed under Section 149(6) of the Act and Clause 49 of the ListingAgreement. In the opinion of the Board, Shri Kedia fulfils the conditions for appointmentas Independent Director as specified in the Act and the Listing Agreement and isindependent of the management.

The Board considers that the appointment of Shri Kedia as a member of the Board wouldbe beneficial for the Company. It is proposed to appoint Shri Brijendra Kumar Kedia as anIndependent Director under Section 149 of the Act and Clause 49 of the Listing Agreement,not liable to retire by rotation, for a term of five years.

Copy of the draft letter for appointment of Shri Kedia as an Independent Director, settingout the terms and conditions of his appointment, is available for inspection without any feeby the member at the Registered Office of the Company during 10.00 A.M. to 5.00 P.M. onany working day.

Except Shri Brijendra Kumar Kedia, being an appointee, and his relatives, none of theDirectors and Key Managerial Personnel of the Company and their relatives is concernedor interested, financially or otherwise, in the resolution set out at Item No. 9. Informationpursuant to Clause 49 of the Listing Agreement is provided under Annexure –A.

Ideal Plaza, South Block, 4th Floor11/1, Sarat Bose Road,Kolkata, the 29th May, 2015.

By Order of the Board,

S. K. SEKSARIADirector

(DIN:00309725)

Annexure-‘A’

Brief resume of the Directors seeking appointment or re-appointment at this AnnualGeneral Meeting (Pursuant to Clause 49(IV)(G)(i) of the Listing Agreement)

Name Brief Resume Directorship/Membership ofCommittee of the Board held inother Public Limited Companiesin India

No. ofsharesheld inCompany

Shri Anand KumarBubna

Shri Anand KumarBubna is Graduatein Commerce andhas vast experiencein Finance andAccounts

Director:Valio Merchants Ltd.

5,927

Shri Govind RamBanka

Shri Govind RamBanka is Graduatein Commerce andhas vast experiencein Finance andAccounts.

Director:Akshat Gases Ltd.B. P. Investments Ltd.Shraddha Investments Ltd.

–

Shri Piyush Bhartia Shri Piyush Bhartiais Graduate inCommerce. He ishaving more than 35years experience indiverse areas inaddition to realestate business.

Director:Akshat Gases Ltd.B. P. Investments Ltd.Shraddha Investments LtdReliance Jute Mills(International) Ltd.

–

Shri BrijendraKumar Kedia

Shri BrijendraKumar Kedia isGraduate in Arts.He has vastexperience indiverse areas inservice sector.

Director:Akshat Gases Ltd.B. P. Investments Ltd.Shraddha Investments Ltd.

–

AJAY INVESTMENT ENTERPRISE LIMITED

DIRECTORS' REPORT

DEAR MEMBERS,

Your Directors have pleasure in presenting the audited Balance Sheet of the Company as at 31st March, 2015 and the Statement of Profit and Loss for the year ended on that date for your perusal, consideration and adoption. FINANCIAL RESULTS: The Company’s result for the year ended 31st March, 2015 shows a profit of Rs.11,52,693/- from which have been deducted provision for current tax amounting to Rs.2,20,000/- and provision for deferred tax liability amounting to Rs.3,91,904/- thereby leaving a net profit of Rs.5,40,789/-. This has been added to the credit balance brought forward from previous year amounting to Rs.1,40,95,456/- thereby making net surplus of Rs.1,46,36,245/- to which has been added MAT Credit Entitlement amounting to Rs.2,19,646/- and from which has been transferred an amount of Rs. 1,08,500/- to Reserve Fund thereby leaving a net surplus of Rs.1,47,47,391/- which has been carried to Balance Sheet. DIRECTORS: Shri Shiv Kumar Agarwal resigned from the directorship of the Company with effect from 29th May, 2015. Shri S. K. Seksaria retires by rotation from the office of Directors at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Brief particulars of the Directors seeking re-appointment have been given in the Notice convening Annual General meeting. Non-Executive Woman Director As per provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, every listed Company shall have at least one Woman Director. Smt. Nandita Jain (DIN: 00323875) and Smt. Sonal Hada (DIN: 00305420) are already on the Board. Independent Directors Shri Govind Ram Banka (DIN: 00207385) and Shri Piyush Bhartia (DIN: 00154138) were appointed as an Additional Independent Director by the Board of Directors at its meeting held on 30th March, 2015 and Shri Brijendra Kumar Kedia (DIN: 00957020) was appointed as an Additional Independent Director by the Board of Directors at its meeting held on 29th May, 2015 to hold office for a period of five consecutive years for a term upto 29th March, 2020 and 28th May, 2020 respectively. Their period of office as Additional Director will expire at the ensuing Annual General Meeting and on their re-appointment as Director at the Annual General Meeting their period of office will not be liable to determination by retirement of Directors by rotation.

Statement of Declarations Given by Independent Directors All Independent Directors of the Company have given declarations that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013. The Board at its meeting held on 30th March, 2015 appointed Shri Anand Kumar Bubna (DIN: 00304567) as an Additional Director of the Company whose period of office will expire at the ensuing Annual General Meeting. Managing Director The Board have appointed Shri Anand Kumar Bubna, (DIN: 00304567) as the Managing Director of the Company with effect from 30th March, 2015. NUMBER OF MEETINGS OF THE BOARD The Board of Directors met 6 (Six) times during the year under review. More details are available in the Corporate Governance Report. CORPORATE GOVERNANCE: In compliance with the requirement of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretary confirming the compliance is attached as Annexure – I which forms part of this report. AUDIT COMMITTEE: The Board has constituted the Audit Committee with three members, out of which two are Non-executive Independent Directors and one Managing Director. More details on the Audit Committee are given in the Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE A Nomination and Remuneration Committee was re-constituted on 29th May, 2015 consisting of Shri Govind Ram Banka, Shri Brijendra Kumar Kedia and Shri Piyush Bhartia as members. More details on this Committee are given in the Corporate Governance Report.

SHARE TRANSFER AND STAKEHOLDERS GRIEVANCE & RELATIONSHIP COMMITTEE The provisions of the Companies Act, 2013 and the Listing Agreement relating to constitution of Stakeholders Grievance & Relationship Committee are not applicable to the Company. However, the Company has appointed M/s. S. K. Infosolutions Pvt. Ltd., as the Registrar and Share Transfer Agents for carrying out the share transfer functions and to solve the shareholders grievances, if any. The shares of the Company are listed on The Calcutta Stock Exchange Ltd. The Company’s shares are compulsorily traded in the dematerialised form. The ISIN number allotted is INE 488J01010. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 9.74% of share capital is held in physical mode.

STATUTORY AUDITORS: M/s K. K. Jain & Co., Chartered Accountants (ICAI Registration No. 302022E), Statutory Auditors of the Company was appointed for a consecutive term of three years to hold office upto 2017 subject to ratification by the members in every annual general meeting . The Board recommends for ratifying the tenure of M/s K. K. Jain & Co., Chartered Accountants (ICAI Registration No. 302022E), Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting. SECRETARIAL AUDITORS A Secretarial Audit was conducted by the Secretarial Auditor, Ms. Prity Agarwal (ACS No.33094), Practicing Company Secretary (having C.P. No.14676), in accordance with the provisions of Sec. 204 of the Companies Act, 2013. The Secretarial Auditor’s Report is attached as Annexure – II and forms part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in the Report. EXTRACT OF THE ANNUAL RETURN The extract of the Annual Return of the Company as provided under sub-section 3 of Section 92 of the Companies Act, 2013 as on 31st March, 2015 is given in Annexure – III forming part of this report. AUDITORS' REPORT: Points raised in the Auditors’ Report are mentioned in the Notes which are self-explanatory.

FIXED DEPOSITS The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

DISCLOSURE Following disclosures are made under The Companies (Accounts) Rules, 2014:

(i) The financial summary or highlights are discussed at the beginning of this report; (ii) There is no change in the nature of business; (iii) There is no company which has become or ceased to be the Company’s subsidiary, joint

venture or associate Company during the year. (iv) No significant and material order was passed by the regulators or courts or tribunals

impacting the going concern status and the Company’s operations in future.

LOANS, GUARANTEES AND INVESTMENTS Particulars of loans and investments made by the Company have been discussed in the Note No. 2.7, 2.9 and 2.11 to the Financial Statement. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There was no related party transaction during the year under review.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013 The provisions relating to conservation of energy, technology absorption and foreign exchange earnings and outgo required under Sec. 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company. The prescribed particulars of Employees required under Sec. 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company. PARTICULARS OF EMPLOYEES Disclosure in terms of provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Sec. 134(3)(c) read with Sec. 134(5) of the Companies Act, 2013 and Clause 49(III)(4)(a) of the listing agreement with Stock Exchange in the preparation of annual accounts for the year ended on 31st March, 2015 and state that: (a) in the preparation of annual accounts, the applicable accounting standards have been

followed along with proper explanation relating to material departures; (b) the Directors have selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of this Act, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis. (e) the Directors 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) there is a proper system to ensure compliance with the provisions of all applicable laws

and that such systems are adequate and operating effectively. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established a vigil mechanism / whistle blower policy. The policy allows intimation of concern or misconduct made in good faith by affected persons through a written communication. Audit Committee oversees the vigil mechanism for disposal of the complaint. Direct access to the Chairperson of the Audit Committee is also allowed in exceptional cases.

APPRECIATION Your Directors record their sincere appreciation of the dedication and commitment of all employees at all levels in achieving and sustaining excellence in all areas of the business. Your Directors thank shareholders, customers, suppliers, bankers and other stakeholders for their continuous support to the Company. Sd/-Ideal Plaza, South Block, 4th Floor A. K. BUBNA Directors11/1, Sarat Bose Road Sd/- Kolkata, the 29th day of May, 2015 S. K. SEKSARIA ANNEXURE – I TO THE DIRECTORS’ REPORT

Annexure – I

REPORT ON CORPORATE GOVERNANCE [Pursuant to Clause 49 of the Listing Agreement with the Calcutta Stock Exchange Ltd]

1. Company’ Philosophy on Code of Governance

Ajay Investment Enterprise Ltd. firmly believes in the implementation of best practices of corporate governance so that the company could achieve its corporate goals and further enhance stakeholders’ value. It has been its endevour to attach a great deal of importance on ensuring fairness, transparency, accountability and responsibility towards all stakeholders, besides consistently implementing the best possible practices by providing optimum level of information and benefits to all the stakeholders.

2. Board of Directors:

a. Composition and Category of Directors The Board of Directors (the Board) consists of 6 (six) Directors of which there are two Non-Executive Independent Directors, two are Woman Directors and one Managing Director.

No Director is, inter-se, related to any other director on the Board, except Smt. Nandita Jain and Smt. Sonal Hada, Directors of the Company.

b. Details of Directors Shri Anand Kumar Bubna was appointed as Managing Director of the Company w.e.f. 30th March, 2015 for a period of 5 (five) years in compliance with requirement of Section 203 of the Companies Act, 2013. He is vested with powers of overall management of the affairs of the Company subject to the superintendence and guidance of the Board of Directors.

The Companies Act, 2013 and Clause 49 of the Listing Agreement require that at least one Woman Director should be a member of the Board of Directors. Hence, the presence of Smt. Nandita Jain and Smt. Sonal Hada on the Board of the Directors of the Company are in conformity with the new requirement of the Companies Act, 2013 as well as the Listing Agreement. Shri Govind Ram Banka and Shri Piyush Bhartia were appointed as Additional Directors (Independent) of the Company with effect from 30th March, 2015 for a period of 5 (five years) and Shri Brijendra Kumar Kedia was appointed as an Additional Director (Independent) of the Company with effect from 29th May, 2015 in compliance with the provisions of Sec. 149 of the Companies Act, 2013 subject to approval by the members of the Company at the ensuing Annual General Meeting. All Directors have certified that the disqualifications mentioned under Sec. 164, 167 and 169 of the Companies Act, 2013 do not apply to them. Independent Directors have confirmed that they have complied with the Code for Independent Directors mentioned in Schedule IV of the Companies Act, 2013 and that they are not disqualified to act as an independent director in compliance with the provisions of Section 149 of the Companies Act, 2013.

c. Declaration on compliance with Code of Conduct: The Code of Conduct laid down by the Company and adopted by the Board of Directors is applicable to the members and all senior employees of the Company. This Code of Conduct emphasizes the Company’s commitment to compliance with the highest standards of legal and ethical behaviour. All Directors and Senior Management have adhered to the Code of Conduct of the Company during the year and have signed declarations of compliance to the Code of Conduct. The declaration signed by Shri Anand Kumar Bubna, Managing Director affirming the compliance of the Code of Conduct by the Board Members and Senior Management is given separately in the Annual Report.

d. Shareholding of Directors and Key Managerial Personnel As on 31st March, 2015 following shares of the Company were held by Directors and Key Managerial Personnel of the Company: Name Designation No. of shares held

as on 31.03.2015 Shri Anand Kumar Bubna Managing Director 5,927Smt. Nandita Jain Non-executive Director 20,800Smt. Sonal Hada Non-executive Director 20,800Shri Shiv Kumar Seksaria Non-executive Director NilShri Govind Ram Banka Independent Director NilShri Piyush Bhartia Independent Director NilShri Brijendra Kumar Kedia Independent Director Nil

e. Board Meetings, Annual General Meeting and Attendance

During the financial year ended 31st March, 2015 , 6(six) Board Meetings were held on 30th April, 2014, 30th May, 2014, 12th August, 2014, 7th November, 2014, 6th February, 2015 and 30th March, 2015.

The Attendance of the Directors at the Board meetings and the Annual General Meeting and remuneration paid to them for attending the Board meetings is given below: Name of Directors No. of Meetings Fees

Paid Rs.

Attendance at last AGM held on 27.09.2014

Held Attended

Shri Anand Kumar Bubna* 6 Nil Nil N.A. Smt. Nandita Jain 6 5 Nil No Smt. Sonal Hada 6 6 Nil Yes Shri Shiv Kumar Seksaria 6 6 Nil Yes Shri Govind Ram Banka* 6 Nil Nil N.A. Shri Piyush Bhartia* 6 Nil Nil N.A. Shri Brijendra Kumar Kedia** 6 Nil Nil N.A. Shri Shiv Kumar Agarwal*** 6 6 Nil Yes

*Appointed w.e.f. 30.03.2015. **Appointed w.e.f. 29.05.2015. ***Resigned w.e.f. 29.05.2015.

f. Board Committee

The Board of Directors has constituted the Audit Committee and also Nomination and Remuneration Committee on 29th May, 2015 in compliance with the requirements of the Companies Act, 2013 and Corporate Governance requirements under Clause 49 of the Listing Agreement with the Stock Exchange. The composition, terms of reference, attendance and other details of these Committees are mentioned later in this Report.

g. Directorships and Committee membership in other companies None of the Directors on the Board is a member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49(II)(D) of the revised Listing Agreement with the Stock Exchange across all companies in India of which he is a Director). Independent Directors don’t serve in more than 7 listed companies. None of the Independent Directors are Whole-time Directors in any listed Company so the limitations mentioned in Clause 49(II)(B)(2) of the revised Listing Agreement with Stock Exchange is not applicable. Directorships and membership of Committees in other Companies held by Directors as on 31st March, 2015 are given below: Name of Director s No. of other

DirectorshipsNo. of other Committees**** Chairmanships/Memberships

Chairman Member

Shri Anand Kumar Bubna* 1 – – Smt. Nandita Jain 2 – – Smt. Sonal Hada 5 – – Shri Shiv Kumar Seksaria 5 – – Shri Govind Ram Banka* 4 – 3 Shri Piyush Bhartia* 4 – 3 Shri Brijendra Kumar Kedia** 3 – – Shri Shiv Kumar Agarwal*** 1 – –

*Appointed w.e.f. 30.03.2015. **Appointed wi.e.f. 29.05.2015. ***Resigned w.e.f. 29.05.2015. ****Only Audit Committee and Stakeholders Relationship Committee are considered as per Clause 49(II)(D) of revised Listing Agreement with Stock Exchange.

3. Audit Committee a) Constitution and Composition:

The Audit Committee have been constituted on 29th May, 2015 which consists of three members viz. Shri Anand Kumar Bubna, Managing Director, Shri Govind Ram Banka, Independent Director and Shri Piyush Bhartia, Independent Director. Shri Anand Kumar Bubna has accounting and related financial management expertise. The Statutory Auditors and Internal Auditors are invited to the meetings to discuss with the Directors the scope of audit, their comments and recommendation on the accounts, records, risks, internal procedures and internal controls of the Company and to discuss the Internal Audit Reports. Minutes of the Audit Committee meetings are circulated to all Directors and discussed at the Board meetings.

b) Terms of Reference The role and terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and as specified under Clause 49 of the listing agreement. The role of the audit committee includes the following:

Overall assessment of the Company’s financial reporting process and

examination of the financial statement and the auditors’ report thereon; Recommending the terms of appointment of the statutory and cost auditors of

the Company along with proposed remuneration; Discussion with statutory auditors before the audit commences, about the

nature and scope of audit as well as post-audit discussion to ascertain

auditor’s independence and performance and effectiveness of audit process; Scrutiny of inter-corporate loans and investments; Reviewing the adequacy of internal audit function, reporting structure

coverage and frequency of internal audit; Examining the findings of the Internal Auditors and to discuss these

periodically with the Company’s officials relating to internal control procedures;

Reviewing the compliances with listing agreement and other legal requirements relating to financial statements;

Reviewing the Company’s Financial and Risk Management Policies;

Disclosure of transactions of the company with related parties; Reviewing the accounting policies and adoption of applicable accounting

standards; Reviewing compliances as regards the Company's Vigil Mechanism/Whistle

Blower Policy.

c) Internal Audit The Internal Auditors appointed by the Company conducts the internal audit and submit its report to the Audit Committee on yearly basis.

d) Meetings and attendance

The Audit Committee has been constituted with the above-mentioned composition by the Board at their meeting held on 29th May, 2015 with terms of reference as required under Section 177 of the Companies Act, 2013. The meeting of the Audit

Committee will be held in financial year 2015-16.

4. Nomination and Remuneration Committee The Company has constituted Nomination and Remuneration Committee consisting of three Independent Directors viz. Shri Govind Ram Banka, Shri Brijendra Kumar Kedia and Shri Piyush Bhartia at the meeting of the Board of Directors held on 29th May, 2015.

5. Remuneration to Directors

a) The Directors don’t receive sitting fees for attending the meetings of the Board or any Committee thereof.

b) Details of remuneration to Executive Directors

Managing Director was appointed on 30th March, 2015. Hence, remuneration paid to him will be shown in the financial year 2015-16.

The appointment of the Executive Director is governed by the Articles of Association of the Company and the resolutions passed by the Board of Directors and the members of the Company. As per terms of appointment, the Company and the Executive Directors have the right to terminate the appointment by giving one months’ prior notice in writing to the other. There is no provision for payment of severance fees under the resolutions governing the appointment of Executive Directors. The Company has not issued any stock options to its Directors. None of the Non-executive Directors except Shri Anand Kumar Bubna, Smt. Nandita Jain and Smt. Sonal Hada hold any share in the Company. The Company has not entered into any material pecuniary relationship or transactions with the Non-executive Directors.

6. General Body Meetings

a) Location and date/time where last three Annual General Meetings (AGM) were held and No. of Special Resolutions passed:

AGM No.

Relating to Financial

Year

Date Time Venue No. of Special

Resolutions passed

40th 31.03.2012 15.09.2012

11.30 A.M. Ideal Plaza, South

Block, 4th Floor,

11/1, Sarat Bose Road,

Kolkata-700 020

Nil

41st 31.03.2013 22.08.2013

1.30 P. .M. Ideal Plaza, South

Block, 4th Floor,

11/1, Sarat Bose Road,

Kolkata-700 020

Nil

42nd 31.03.2014 27.09.2014

11.30 A.M. Ideal Plaza, South

Block, 4th Floor,

11/1, Sarat Bose Road,

Kolkata-700 020

4

At the Annual General Meeting held on 27th September, 2014, three Special Resolutions were passed for (i) appointment of Miss Ashima Jain, a relative of Smt. Nandita Jain and Smt. Sonal Hada, Directors of the Company to hold and continue to hold an office or place of profit as the Office-in-Charge at Delhi Office of the Company with effect from 1st January, 2014 (ii) authorisation for borrowings under Section 180(1)(c) of the Companies Act, 2013 (iii) authorisation for giving loans, giving guarantee/providing security for a loan to any other body corporate and making investments in shares and securities of other body corporate under Section 186 of the Companies Act, 2013 (iv) authorisation for giving donation to bona fide charitable and other funds under Section 181 of the Companies Act, 2013.

b) Postal Ballot During the year no resolution was passed through Postal Ballot.

7. Disclosures:

a) There was no related party transaction during the year which requires disclosure pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement.

b) There were no instances of non-compliance by the Company or any penalties or

strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets during the last three years.

c) All mandatory requirements and all the non-mandatory requirements have

appropriately been complied with the exception that the Company doesn’t send the half yearly financial performance to each household of shareholders who have not registered their E~mail ID with the Company or the Depository Participants.

d) No presentations were made to institutional investors and analysts during the

year.

e) The Company doesn’t have any subsidiary.

f) There was no public issue, rights issues or other public offerings during the past five years. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.

8. Means of communication:

a) The quarterly, half yearly and annual financial results of the Company are forwarded to the Calcutta Stock Exchange Limited (CSE) upon approval by the Board of Directors and are published in a Newspaper in English and Bengali (Regional Language).

b) Shareholders communication including Notices and Annual Reports are being sent

to the E~mail address of members available with the Company and the Depositories. Annual Accounts are sent to Members at least 25 days before the date of Annual General Meeting.

c) Address for communication

All communication regarding share transactions, change of address, bank mandates, nominations etc. should be addressed to the Registrars and Share Transfer Agents of the Company at the following address: S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No.: (033) 2219 6797 Fax No. : (033) 2219 4815 E~mail : skcdilip@gmail.com Complaints, if any, may also be addressed to the Managing Director at the Registered Office at Ideal Plaza., South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020 or sent by E~mail at financeho@reliancejute.com

9. General Shareholders Information:

a) AGM: Date, Time and Venue

: 30th September, 2015 at 11.30 A. M. 2015 at Ideal Plaza, South Block, 4th Floor, 11/1, Sarat Bose Road, Kolkata-700 020.

b) Financial Year

: The Financial Year of the Company ended on 31st March, 2015.

c) Date of Book Closure : From 25th September, 2015 to 30th September, 2015 (both days inclusive).

d) Dividend payment date : No dividend was recommended for declaration for the year ended 31st March, 2015.

e) Listing of Securities

: The Calcutta Stock Exchange Ltd. 7, Lyons Range Kolkata-700 001 Annual Listing Fees have been paid and all requirements of the Stock Exchange where the shares of the Company are listed, including submission of quarterly reports and certificates, were complied with.

f) Stock Code-Physical Demat ISIN Number for NSDL & CDSL

: 11179 at the Calcutta Stock Exchange Ltd. INE 488J01010.

g) Market Price Data (High / Low during each month in 2014-15)

: Information has been given at the end of Clause 9

h) Stock performance of the Company in comparison to CSE Sensex. (April, 2014 to March, 2015)

: Such information is not available on CSE.

i) Registrar and Share Transfer Agent

: M/s. S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No. (033) 2219 6797 Fax No. (033) 2219 4815 E-mail: skcdilip@gmail.com

j) Share Transfer System : Information has been given at the end of Clause 9

k) Distribution of Shareholding as on 31st March, 2015

Information has been given at the end of Clause 9

l) Dematerialisation of shares

and liquidity : As on 31st March, 2015, 90.25% of the

Company’s paid-up share capital representing 139589 shares is held in dematerialized form.

m) Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date likely impact on equity

: Not issued

n) Plant location : N.A.

0) Address for correspondence : Ajay Investment Enterprise Ltd. CIN: L55101WB1971PLC028155 “VNSS” Business Centre Ideal Plaza, South Block, 4th Floor 11/1, Sarat Boase Road Kolkata-700 020 Phone: (033) 2280 7017/18 Fax: (033) 2280 7016 E~mail: financeho@reliancejute.com

Information in respect of clause 9(g) Market Price data: High, Low during 2014-15 is given in the table below:

Month / Year High (Rs.)

Low (Rs.)

April, 2014 10.10 10.10 May, 2014 10.10 10.10 June, 2014 10.10 10.10 July, 2014 10.10 10.10 Aug., 2014 10.10 10.10 Sept., 2014 10.10 10.10 Oct., 2014 10.10 10.10 Nov., 2014 10.10 10.10 Dec., 2014 10.10 10.10 Jan., 2015 10.10 10.10 Feb., 2015 10.10 10.10

March, 2015 10.10 10.10 Information in respect of clause 9(j) Share Transfer System Share transfers in physical and demat form are processed by the Registrar and Share Transfer Agent, M/s S. K. Infosolutions Pvt. Ltd. on regular basis. The transfer/transmission of shares are approved in accordance with the powers delegated by the Board of Directors to the Managing Director and Directors of the Company.

The shares lodged for transfers/dematerialisation are processed within 15 days from the date of their lodgement, if transfer instruments are found valid and complete in all respects. As stipulated by SEBI, M/s. N. K. & Associates, a firm of Practicing Company Secretaries, carries out the secretarial audit to reconcile the total admitted capital in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form and to confirm that the total listed and paid-up capital are in agreement with the aggregate number of shares. This audit is carried out in every quarter and the report is submitted to the Calcutta Stock Exchange Limited.

Information in respect of clause 9(k) (a) Distribution of shareholdings as on 31st March, 2015:

Category (No. of shares)

No. of shareholders

Percentage No. of Shares

Percentage

Upto 500 5 23.81 734 0.48 501 – 1000 – – – –

1001 – 2000 1 4.77 1200 0.78 2001 – 3000 2 9.53 4500 2.91 3001 – 4000 3 14.29 11401 7.38 4001 – 5000 – – – – 5001 – 10000 5 23.81 28630 18.51 10001 – 50000 5 23.81 108200 69.96 50001 - 100000 – – – – 100001 & above – – – –

Total 21 100.00 154665 100.00 (b) Shareholding Pattern as on 31st March, 2015:

Category No. of Shares Percentage Promoter/ Promoter Group 115900 74.94 Financial Institutions/Banks – – Other Corporate Bodies 8009 5.18 General Public 30756 19.89 Non-Resident Individuals – – Total 154665 100.00

Ideal Plaza, 11/1, Sarat Bose Road Kolkata, Dated: 29th May, 2015

For and on behalf of the Board Sd/-

A. K. BUBNAManaging Director

(DIN:00304567)

Declaration regarding Code of Conduct as required under Clause 49 of the Listing Agreement

I hereby declare that all the Board Members and Key Managerial Personnel (including Senior Management Personnel) of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended 31st March, 2015.

Kolkata Dated: 29th May, 2015

For and on behalf of the BoardSd/-

A. K. BUBNAManaging Director

(DIN:00304567)

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as required under Clause 49 of the Listing Agreement

To The Board of Directors Ajay Investment Enterprise Ltd. I, the undersigned, in my capacity as Managing Director of Ajay Investment Enterprise Ltd. (‘the Company’) to the best of my knowledge and belief certify that: (a) I have reviewed financial statements and the cash flow statement for the year ended

31st March, 2015 and based on our knowledge and belief, I state that

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs

and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of my knowledge and belief, no transactions entered into by the

Company during the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.

(c) I accept responsibility for establishing and maintaining internal controls for financial

reporting and have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

(d) I have indicated to the Auditors and the Audit Committee that –

(i) there have not been any significant changes in internal control over financial reporting during the year under reference;

(ii) there have not been any significant changes in accounting policies during the year

requiring disclosure in the notes to the financial statements.

(iii) there have not been any instances during the year of significant fraud of which I had become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company’s internal control system over financial reporting. Sd/-

Place: Kolkata Date: 29th May, 2015

A. K. BubnaManaging Director

(DIN:00304567)

Practicing Company Secretaries Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement

To the Members of Ajay Investment Enterprise Ltd. I have examined the compliance of conditions of corporate governance by Ajay Investment Enterprise Ltd. (the Company) for the year ended 31st March, 2015, as stipulated in Clause 49 of the listing agreement of the Company with the Calcutta Stock Exchange Limited. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of corporate governance as stipulated in the above mentioned listing agreement. I have been explained that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Company. I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/- Dated the 29th day of May, 2015

Prity AgarwalCompany Secretary

Registration No. 33094Membership No14676

Annexure – II

Secretarial Audit Report For the financial h, 2015)

[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 Board of Directors Ajay Investment Enterprise Ltd. Ideal Plaza, South Block, 4th Floor 11/1, Sarat Bose Road Kolkata-700 020 I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ajay Investment Enterprise Ltd. (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 my opinion thereon. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period ended on 31st March, 2015 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: 1. I have examined the books, papers, minute books, forms and returns filed and other

records maintained by Ajay Investment Enterprise Ltd. (“the Company”) for the period ended on 31st March, 2015 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there under; II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there

under; III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made

thereunder to 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’) to the extent applicable to the Company:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009; d. 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;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

f. The Securities and Exchange Board of India (Buyback of Securities)

Regulations, 1998; g. the Company has complied with the requirements under the Equity Listing

Agreements entered into with the Calcutta Stock Exchange Ltd.; and h. The Memorandum and Articles of Association.

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

i) Secretarial Standards issued by The Institute of Company Secretaries of India. ii) The Listing Agreements entered into by the Company with the Calcutta Stock

Exchange Ltd. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc mentioned above.

2. I further report that the Company has, in my opinion, complied with the provisions of

the Companies Act, 1956 and the Rules made under that Act and the provisions of Companies Act, 2013 as notified by Ministry of Corporate Affairs and the Memorandum and Articles of Association of the Company, with regard to:

a) Maintenance of various statutory registers and documents and making necessary

entries therein; b) Closure of the Register of Members. c) Forms, returns, documents and resolutions required to be filed with the Registrar

of Companies and the Central Government; d) Service of documents by the Company on its Members, Auditors and the Registrar

of Companies; e) Notice of Board meetings and Committee meetings of Directors; f) The meetings of Directors and Committees of Directors including passing of

resolutions by circulation; g) The 42nd Annual General Meeting held on 27th September, 2014; h) Minutes of proceedings of General Meetings and of the Board and its Committee

meetings;

i) Approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required;

j) Constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors;

k) Payment of remuneration to Directors including the Managing Director and Whole-time Directors,

l) Appointment and remuneration of Auditors and Cost Auditors; m) Transfers and transmissions of the Company’s shares and issue and dispatch of

duplicate certificates of shares; n) Declaration and payment of dividends; o) Transfer of certain amounts as required under the Act to the Investor Education

and Protection Fund and uploading of details of unpaid and unclaimed dividends on the websites of the Company and the Ministry of Corporate Affairs;

p) Borrowings and registration, modification and satisfaction of charges wherever applicable;

q) Investment of the Company’s funds including investments and loans to others; r) Form of Balance Sheet as prescribed under Part I, Form of Statement of Profit and

Loss as prescribed under Part II and General Instructions for preparation of the same as prescribed in Schedule VI to the Act;

s) Directors’ Report; t) Contracts, common seal, registered office and publication of name of the Company;

and u) Generally, all other applicable provisions of the Act and the Rules made under the

Act. 3. I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. 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.

The Company has appointed Managing Director but Company Secretary and CFO have not been appointed by the Company pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement.

The Company has duly constituted Audit Committee, Nomination and Remuneration Committee but constitution of other Committees as per provisions of the Companies Act, 2013 and the Listing Agreement are not applicable to the Company.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, 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.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

The Company has obtained all necessary approvals under the various provisions of the Act;

There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, their being independent and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

4. The Company has complied with the provisions of the Securities Contracts (Regulation)

Act, 1956 and the Rules made under that Act, with regard to maintenance of minimum public shareholding.

5. I further report that the Company has complied with the provisions of the Depositories Act, 1996 and the Byelaws framed thereunder by the Depositories with regard to dematerialization/ rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company.

6. The Company has complied with the provisions of the FEMA, 1999 and the Rules and

Regulations made under that Act to the extent applicable. 7. I further report that:

a. the Company has complied with the requirements under the Equity Listing Agreements entered into with the Calcutta Stock Exchange Limited;

b. the Company has complied with the provisions of the Securities and Exchange

Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the

provisions with regard to disclosures and maintenance of records required under the said Regulations;

c. the Company has complied with the provisions of the Securities and Exchange

Board of India (Prohibition of Insider Trading) Regulations, 1992 including the provisions with

regard to disclosures and maintenance of records required under the said Regulations;

8. I further report that based on the information received and records maintained 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.

I 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.

Sd/- Place: Kolkata Dated the 29th day of May, 2015

Prity AgarwalPracticing Company Secretary

Membership No. 33094C. P. No. 14676

Annexure – III

FORM No. MGT-9

EXTRACT OF ANNUAL RETURN

as on financial year ended 31st March, 2015

[Pursuant to Sec. 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

(i) CIN : L55101WB1971PLC028155

(ii) Registration Date : 7th December, 1971

(iii) Name of the Company : Ajay Investment Enterprise Ltd.

(iv) Category / Sub-Category of the Company

: Company limited by shares / Indian Non-Government Company

(v) Address of the Registered Office and contact details

: Ideal Plaza, South Block, 4th Floor 11/1, Sarat Bose Road Kolkata-700 020 Tel. No. (033) 2280 7017/18 Fax No. (033) 2280 7016 E~mail: financeho@reliancejute.com

(vi) Whether listed company : Yes. Listed at The Calcutta Stock Exchange Ltd.

(vii) Name, Address and Contact details of Registrar and Transfer Agent , if any

M/s. S. K. Infosolutions Pvt. Ltd. 34/1A, Sudhir Chatterjee Street Kolkata-700 006 Tel. No. (033) 2219 6797 Fax: (033) 2219 4815 E~mail: skcdilip@gmail.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

It is a Non- Banking Financial Corporation (NBFC). The main business of the company is to make investments.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and address of the Company

CIN/GLN Holding/ Subsidiary /Associate

% of shares held

Applicable Section

N.A. N.A. N. A.

IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters (1) Indian (a) Individual/HUF (b) Central Govt. (c) State Govt(s) (d) Bodies Corp. (e) Banks/FI (f) Any Other

41600

32700

–

–

41600

32700

26.90

21.14

41900

32700

–

41900

32700

26.90

21.14

N.A

N.A.

Sub-total (A)(1): 74300

– 74300

48.04

74300

– 74300

48.04

N.A A

(2) Foreign (a) NRIs- Individuals (b) Other-Individuals (c) Bodies Corp. (d) Bank/FI (e) Any Other

41600

–

41600

26.90

41900

–

41900

26.90

N.A

Sub-total (A)(2): 41600

– 41600

26.90 41600 – 41600 26.90 N.A

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

115900 – 115900 74.94 115900 – 115900 74.94 N.A

B. Public Shareholding

(1) Institutions (a) Mutual Funds (b) Banks/FI (c) Central Govt. (d) State Govt(s) (e) Venture Capital

Funds (f) Insurance

Companies (g) FIIs (h) Foreign

Venture Capital Funds

(i) Others (specify)

Sub-total (B)(1):

–

–

–

–

–

–

–

–

–

1. Non-Institutions (a) Bodies Corp.

(j) Indian (ii) Oversea

(b) Individuals (i) Individual

shareholders holding nominal share capital upto Rs. 1 lakh

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

(c) Others (specify)

N.R.I.

334

23355

-

-

11476

3600

-

-

11810

26955

-

-

7.64

17.43

-

-

334

23355

-

-

11476

3600

-

-

11810

36955

-

-

7.64

17.43

-

-

N.A

N.A.

N.A

N.A

Sub-total (B)(2): 23689 15076 38765 25.06 23689 15076 38765 25.06 N.A

Total Public Shareholding (B) = (B)(1)+(B)(2)

23689 15076 38765 25.06 23689 15076 38765 25.06 N.A

C. Shares held by Custodian for GDRs & ADRs

Nil Nil Nil Nil Nil Nil Nil Nil N.A

Grand Total (A+B+C)

139589 15076 154665 100.00 139589 15076 154665 100.00 N.A

(ii) Shareholding of Promoters

Sl. No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of 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

% change in share holding during

the year

1. Smt. Vinita Ahmed 20800 13.45 – 20800 13.45 – N.A

2. Smt. Nandita Jain 20800 13.45 – 20800 13.45 – N.A

3. Smt. Smita Poddar 20800 13.45 – 20800 13.45 – N.A

4. Smt. Sonal Hada 20800 13.45 – 20800 13.45 – N.A

5. B. P. Investments Ltd. 21 0.01 – 21 0.01 – N.A

6. Vapi Investments Ltd. 5300 3.43 – 5300 3.43 – N.A

7. Aravali Niwas Pvt. Ltd. 25000 16.16 – 25000 16.16 – N.A

8. Akshat Gases Ltd. 279 0.18 – 279 0.18 – N.A

9. Shraddha Investments Ltd. 2100 1.36 – 2100 1.36 – N.A

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

Sl. No.

Shareholding at the beginning 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. Smt. Vinita Ahmed

At the beginning of the year 20800 13.45 20800 13.45

Change during the year There was no change during the year

At the end of the year 20800 13.45 20800 13.45

2. Smt. Nandita Jain

At the beginning of the year 20800 13.45 20800 13.45

Change during the year There was no change during the year

At the end of the year 20800 13.45 20800 13.45

3. Smt. Smita Poddar

At the beginning of the year 20800 13.45 20800 13.45

Change during the year There was no change during the year

At the end of the year 20800 13.45 20800 13.45

4. Smt. Sonal Hada

At the beginning of the year 20800 13.45 20800 13.45

Change during the year There was no change during the year

At the end of the year 20800 13.45 20800 13.45

5. B. P. Investments Ltd.

At the beginning of the year 21 0.01 21 0.01

Change during the year There was no change during the year

At the end of the year 21 0.01 21 0.01

6. Vapi Investments Ltd.

At the beginning of the year 5300 3.43 5300 3.43

Change during the year There was no change during the year

At the end of the year 5300 3.43 5300 3.43

7. Aravali Niwas Pvt. Ltd.

At the beginning of the year 25000 16.16 25000 16.16

Change during the year There was no change during the year

At the end of the year 25000 16.16 25000 16.16

8. Akshat Gases Ltd.

At the beginning of the year 279 0.18 279 0.18

Change during the year There was no change during the year

At the end of the year 279 0.18 279 0.18

9. Shraddha Investments Ltd.

At the beginning of the year 2100 1.36 2100 1.36

Change during the year There was no change during the year

At the end of the year 2100 1.36 2100 1.36

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

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders No. of shares % of total shares of the

company

No. of shares % of total shares of the

company 1. Shri Bharat Goenka At the beginning of the year 5803 3.75 5803 3.75 Change during the year No change during the year At the end of the year 5803 3.75 5803 3.75

2. Shri Sanjay Dudheria At the beginning of the year 5800 3.75 5800 3.75

Change during the year No change during the year

At the end of the year 5800 3.75 5800 3.75

3. Shri Rajesh Kumar Seksaria At the beginning of the year 5800 3.75 5800 3.75

Change during the year No change during the year

At the end of the year 5800 3.75 5800 3.75

4. Navratan Management Pvt. Ltd. At the beginning of the year 4000 2.59 4000 2.59

Change during the year No change during the year At the end of the year 4000 2.59 4000 2.59

5. Dokania Consultants Pvt. Ltd. At the beginning of the year 3801 2.46 3801 2.46

Change during the year No change during the year

At the end of the year 3801 2.46 3801 2.46

6. Technika Software Pvt. Ltd. At the beginning of the year 3600 2.33 3600 2.33

Change during the year No change during the year

At the end of the year 3600 2.33 3600 2.33

7. Shri Sekhar Chatterjee At the beginning of the year 3600 2.33 3600 2.33 Change during the year No change during the year At the end of the year 3600 2.33 3600 2.33

8. Indermal Nirmal Kumar Pvt. Ltd. At the beginning of the year 334 0.22 334 0.22 Change during the year No change during the year At the end of the year 334 0.22 334 0.22

9. Woodstock Traders & Investors Pvt. Ltd. At the beginning of the year 75 0.05 75 0.05 Change during the year No change during the year At the end of the year 75 0.05 75 0.05

10. Shri Vishal Bubna At the beginning of the year 25 0.02 25 0.02 Change during the year No change during the year At the end of the year 25 0.02 25 0.02

(v) Shareholding of Directors and Key Managerial Personnel

Sl. No.

Shareholding at the beginning 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. Shri Anand Kumar Bubna At the beginning of the year 5927 3.83 5927 3.83

Change during the year No change during the year

At the end of the year 5927 3.83 5927 3.83

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due

– – –

– – –

– – –

– – –

Total (i+ii+iii) – – – – Change in Indebtedness during the financial year Addition Reduction

– –

– –

– –

– –

Net Change – – – – Indebtedness at the end of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due

– – –

– – –

– – –

– – –

Total (i+ii+iii) – – – – VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Director and/or Manager

Sl. No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount (Rs.)

Shri Anand Kumar Bubna– M. D 1. Gross salary

(a) Salary as per provisions contained in Sec. 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under Sec. 17(3) Income-tax Act, 1961

12000

Nil

Nil

12000

Nil

Nil

2. Stock Option Nil Nil 3. Sweat Equity Nil Nil 4. Commission

– as % of profit – others, specify

Nil Nil

5. Others, specify Nil Nil Total (A) 12000 12000

Ceiling as per Act

B. Remuneration to other Directors

Sl. No.

Particulars of Remuneration Name of Directors Total Amount

(Rs.)

Smt. N. Jain

Smt. S. Hada

Shri G. R.

Banka

Shri B. K. Kedia

Shri P.

Bhartia

Shri S.K.

Seksaria

1. Independent Director Fee for attending board

committee meetings Commission Other, please specify

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Total (1) Nil Nil Nil Nil Nil Nil Nil

2. Other Non-Executive Directors Fee for attending board

committee meetings Commission Other, please specify

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Nil Nil Nil

Total (2) Nil Nil Nil Nil Nil Nil Nil

Total (B) = (1+2) Nil Nil Nil Nil Nil Nil Nil

Total Managerial Remuneration

Nil Nil Nil Nil Nil Nil Nil

Overall Ceiling as per the Act 1% of net profits of the Company for that financial year besides meeting fee for attending Board and Committee meetings.

VII. PENALTIES / PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies

Act

Brief Description

Details of Penalty/

Punishment Compounding fees imposed

Authority [RD/NCLT/

COURT]

Appeal made, if any (give details)

A. COMPANY

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil Compounding Nil Nil Nil Nil Nil

B. DIRECTOR

Penalty Nil Nil Nil Nil Nil Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

C. OTHER OFFICERS IN DEFAULT Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

K.K.JAIN & COCHARTERED ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF AJAY INVESTMENT ENTERPRISE LTD.

Report on the Financial Statements

We have audited the accompanying financial statements of Ajay Investment EnterpriseLimited which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profitand Loss, Cash Flow Statement for the year ended on that date and a summary ofsignificant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (“the Act”) with respect to the preparation of these financialstatements that give a true and fair view of the financial position, financial performance andcash flows of the Company in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified under Section 133 of the Act, readwith Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively forensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company’s Directors, as well as evaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements.

K.K.JAIN & COCHARTERED ACCOUNTANTS

Opinion

In our opinion and to the best of our information and according to the explanations given tous, the aforesaid financial statements give the information required by the Act in the mannerso required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st

March, 2015;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended onthat date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 issued by the CentralGovernment u/s 143(11) of the Act, we give in the Annexure a statement on the mattersspecified in paragraph 3 and 4 of the Order.

2. As required by Section143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st

March, 2015 taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March, 2015 from being appointed as a director in terms ofSection 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion andto the best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations which has impact on itsfinancial position in its financial statements.

(ii) The Company has not entered into any long term contracts or derivative contractsand as such the Company was not required to make any provision for lossesunder the applicable law or accounting standards.

K.K.JAIN & COCHARTERED ACCOUNTANTS

(iii) The Company does not have any funds required to be transferred to the InvestorEducation and Protection Fund by the Company and hence no view or commentis expressed on this matter.

P-21/22, Radhabazar Street

Kolkata – 700 001

For K.K Jain & Co

Chartered Accountants

Registration No.:302022E

Sd/-

Dated the 29th day of May, 2015

(CA P.K. Jain)

Partner – M. No.: 52018

:

K.K.JAIN & COCHARTERED ACCOUNTANTS

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

1. The Company has maintained proper records showing full particulars includingquantitative details and location of the fixed assets, which comprises of officepremises only. No material discrepancy has been noticed in respect of such assetphysically verified during the year.

2. As the company has not dealt in any trading item during the year, the provisions ofclause 3(ii) of the Companies (Auditor’s Report) Order, 2013 are not applicable to theCompany.

3. The Company has not granted any loans during the year to the parties covered in theregister maintained under section 189 of the Companies Act. Accordingly theprovisions of clauses 3 (iii) (a) & (b) are not applicable to the Company.

4. In our opinion, and according to the information and explanations given to us, there isan adequate internal control system commensurate with the size of the Companyand the nature of its business with regard to purchase of fixed assets. During thecourse of our audit, no major weakness was noticed in the internal control system.

5. The company has not accepted any deposits from the public during the year.

6. As per information and explanation, the company is not required to maintain costrecords and as such the provisions of clause 3(vi) of the Companies (Auditor’sReport) Order, 2013 are not applicable to the Company.

7. a) According to the information and explanations given to us and the recordsexamined by us, the Company is regular in depositing undisputed statutory duesincluding Income Tax and other statutory dues with the appropriate authorities andthere are no undisputed statutory dues outstanding as at 31st March, 2015, for aperiod of more than six months from the date they became payable.

b) According to the records of the Company, there are no disputed dues pending atany forum.

c) According to the information and explanations given to us there are no duesrequired to be transferred to investor education and protection fund by theCompany.

8. The Company has not incurred cash loss in the current year and in the immediatelypreceding financial year and there are no accumulated losses in the Balance Sheetas on 31st March, 2015.

K.K.JAIN & COCHARTERED ACCOUNTANTS

9. Based on the information and explanations given to us, the Company has not takenany loans and hence the provisions of clause 3(ix) of the Companies (Auditor’sReport) Order, 2013 are not applicable to the Company.

10. According to the information and explanations received, the Company has not givenany guarantees for loans taken by others from bank or financial institutions.

11. According to the information and explanations received, the company has not takenany term loans and hence the provisions of clause 3(xi) of the Companies (Auditor’sReport) Order, 2013 are not applicable to the Company.

12. As per the information and explanation given to us, no fraud on or by the Companyhas been noticed during the year.

P-21/22, Radhabazar Street

Kolkata – 700 001

For K.K.Jain & Co

Chartered Accountants

Registration No.:302022E

Sd/-

Dated the 29th day of May, 2015

(CA P.K. Jain)

Partner – M. No.: 52018

Note As At As AtParticulars No. 31.03.2015 31.03.2014

(Rs.) (Rs.)

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2.1 1,546,650 1,546,650

(b) Reserves and Surplus 2.2 50,983,058 50,222,623

(2) Non-Current Liabilities

(a) Long term provisions 2.3 5,768 201,923 (b) Deferred Tax Liabilities 2.4 219870 -

(3) Current Liabilities

Other current liabilities 2.5 252,341 22,239

Total 53,007,687 51,993,435

II. ASSETS

(1) Non-current assets

(a) Fixed assets

(i) Tangible Assets 2.6 17,754,752 18,491,027

(b) Non Current Investments 2.7 11,000,260 20,841,114

(b) Deferred Tax assets 2.8 - 172,034

(c) Long term Loans & Advances 2.9 1,291,810 1,291,810

(2) Current assets

(a) Cash and cash equivalents 2.10 70,425 41,503

(b) Short-term loans and advances 2.11 21,154,259 10,545,281

(c) Other current assets 2.12 1,736,181 610,666

Total 53,007,687 51,993,435

Notes to Accounts and Accounting Policies 1 & 2As per our report of even date,

For K.K.JAIN &Co.(Chartered Accountants)Firm Regn. No. - 302022E Sd/-

Sd/- (A.K. Bubna)

C.A P.K.JAIN Sd/-PartnerM. No. - 52018 ( S.K. Seksaria )Place : P21/22, Radhabazar Street Kolkata - 700001Dated: The 29th day of May, 2015

Managing Director

AJAY INVESTMENT ENTERPRISE LIMITEDBalance Sheet as at 31st March, 2015

Director

Note As At As AtParticulars No. 31.03.2015 31.03.2014

(Rs.) (Rs.)

I. Revenue from operations 2.13 2,286,527 1,208,620

II. Other Income 2.14 948,955 113,303

III. Total Revenue ( I +II ) 3,235,482 1,321,923

IV. Expenses:

Employee benefit expense 2.15 318,661 190,935

Depreciation 2.16 909,795 875,472

Other expenses 2.17 854,333 502,807

Total Expenses 2,082,789 1,569,214

V. Profit before exceptional and extraordinary items and tax (III - IV) 1,152,693 (247,291)

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V - VI) 1,152,693 (247,291)

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 1,152,693 (247,291)

X. Tax expense:

(1) Current tax 220,000 -

(2) Deferred Tax Liability (Asset) provision 391,904 (111,422)

(3) Income Tax for earlier Years - 2,184

XI. Profit / (Loss) for the period (IX - X) 540,789 (138,053)

XII. Earning per equity share:

(1) Basic 3.50 (0.89)

(2) Diluted 3.50 (0.89)

Notes to Accounts and Accounting Policies 1 & 2As per our report of even date,

(3) 1 For K.K.JAIN &Co.(Chartered Accountants)Firm Regn. No. - 302022E Sd/-

Sd/- (A.K. Bubna)

C.A P.K.JAIN Sd/-PartnerM. No. - 52018 ( S.K. Seksaria )Place : P21/22, Radhabazar Street Kolkata - 700001Dated: The 29th day of May, 2015

AJAY INVESTMENT ENTERPRISE LIMITED

Statement of Profit and Loss for the year ended 31st March, 2015

Managing Director

Director

Particulars For the year ended

March 31, 2015 For the year ended

March 31, 2014 Rs. Rs.

A. Cash Flow from Operating ActivitiesNet Profit/(Loss) before tax 1,152,693 (247,291) Adjustments for:Depreciation 909,795 875,472 Profit on sale of Investment (833,351) (113,303) Provision for Gratuity 11,538 5,769 Gratuity payment -

Operating Profit before Working Capital Changes 1,240,675 520,647 Adjustment For :Trade Receivables (1,125,515) 142,475 Trade Payables 22,409 2,656 Cash Generated from Operation 137,569 665,778

Advance Tax (Paid)/Refund (227,332) (121,726) Net Cash from Operating Activities (89,763) 544,052

B. Cash Flow from Investing ActivitiesSale of Investments 10,674,205 6,479,059 Purchase of Investments - (9,500,000) Purchase of Fixed Assets (173,520) (183,000) Sale of Fixed Assets - - Dividend Received - - Net Cash from Investing activities 10,500,685 (3,203,941)

C. Cash Flow from Financing Activities(Increase)/Decrease in Loans (10,382,000) 2,610,000 Net Cash Flow from Financing Activities (10,382,000) 2,610,000

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 28,922 (49,889) Opening Cash and Cash Equivalents 41,503 91,392 Closing Cash and Cash Equivalents 70,425 41,503

2. Cash and Cash equivalent at the end of the year consist of:As at As at

31.03.2015 31.03.2014Rs. Rs.

a) Cash in hand - - b) Balance with Banks in Current Account 70,425 41,503 TOTAL 70,425 41,503

As per our report of even date, (91,392)

For K.K.JAIN &Co. Sd/-(Chartered Accountants)Firm Regn. No. - 302022E ( A.K. Bubna )

Sd/- Sd/-C.A P.K.JAINPartnerM. No. - 52018 (S.K. Seksaria)Place : P21/22, Radhabazar Street Kolkata - 700001Dated: The 29th day of May, 2015

AJAY INVESTMENT ENTERPRISE LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

1. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard 3 (AS 3) 'Cash Flow Statements' notified by the Central Government under Companies (Accounting Standards) Rules, 2006.

Notes:

Managing Director

Director

1 SIGNIFICANT ACCOUNTING POLICIES

A Basis of Accounting:-Accounts are prepard on the basis of historical cost convention and Income & Expenditure are acconted for on accrual basis.

B Fixed Assets:-Fixed Assets comprising of Office Premises are carried at cost of acquisation less depreciation.

C. Depreciation:-Depreciation on Fixed Assets is being provided on written down value at rates specified in Schedule II of the Companies Act,2013.

D Investments:-Investments are stated at cost. Permanent diminution in value of long term investmentis accounted for in accordance with Accounting Standard 13 issued by The Institute of Chartered Accountants of India.

E Employee Benefits:-Short Term Employees Benefit:Short term employee benefits are recognised as an expense at the undiscounted amount in the Profit & Loss Account of the year in which the related services are rendered.

Post employment Benefit:Liability for Gratuity has been provided on accrual basis.

2 NOTES TO ACCOUNTS

2.1 SHARE CAPITAL

EQUITY SHARES(a)

No. of Shares Amount ( Rs.)

No. of Shares Amount ( Rs.)

200000 2,000,000 200000 2,000,000 2,000,000 2,000,000

(b)No. of Shares Amount

( Rs.)No. of Shares Amount

( Rs.)154665 1,546,650 154665 1,546,650

1,546,650 1,546,650 (c)

Equity Shares Rs. 10 Rs. 10

(d)

Outstanding as at the beginning of reporting period

Outstanding as at the end of

reporting period

Outstanding as at the beginning of reporting period

Outstanding as at the end of

reporting period

iNumber 154665 154665 154665 154665Amount (Rs.) 1,546,650 1,546,650 1,546,650 1,546,650

(e) RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARES

(f)

Percentage Of Shareholding

No. Of Shares Held

Percentage Of Shareholding

No. Of Shares Held

i Smt. Vinita Ahmed 13.45 20,800 13.45 20,800 ii Smt. Nandita Jain 13.45 20,800 13.45 20,800 iii Smt. Smita Poddar 13.45 20,800 13.45 20,800 iv Smt. Sonal Hada 13.45 20,800 13.45 20,800 v B.P. Investments Limited 0.01 21 9.00 13,921 vi P.K. Business Enterprise Ltd. 0.00 - 7.18 11,100

vii Aravali Niwas Pvt Ltd. 16.16 25,000 - -

Equity Shares

Total

SHARES OF THE COMPANY HELD BY EACH SHAREHOLDER HOLDING MORE THAN 5 % SHARES

Name Of The Shareholder

PARTICULARS AS AT 31st MARCH, 2014

PAR VALUE PER SHARE

NUMBER AND AMOUNTS OF SHARES AUTHORISED

Particulars

Equity Shares

Equity Shares

The Company has only one class of equity shares having par values of Rs. 10/- per share. Each holder of the equityshares isentitled toonevote per share and is entitled to dividend and also to participate in surplus, if any, in the event of winding-up of the Company.

Particulars

AJAY INVESTMENT ENTERPRISE LIMITED

NUMBER OF SHARES ISSUED, SUBSCRIBED AND FULLY

AS AT 31st MARCH, 2015

TotalEquity Shares

RECONCILIATION OF SHARES OUTSTANDING

Particulars

2 NOTES TO ACCOUNTS

2.2 RESERVES AND SURPLUS

(a) CAPITAL REDEMPTION RESERVE Opening Balance 2,190 2,190 Closing Balance 2,190 2,190

(b) GENERAL RESERVEOpening Balance 29,471,117 29,471,117 Add : Transferred from Revaluation Reserve - - Closing Balance 29,471,117 29,471,117

(c) RESERVE FUND (Pursuant to Section 45-IC of R B I Act, 1934)Opening Balance 6,528,200 6,528,200 Add : Transferred during the year 108,500 - Closing Balance 6,636,700 6,528,200

(d) CONTINGENCY RESERVE ON STANDARD ASSETS

Opening Balance 125,660 125,660 Add : Provided during the year - - Closing Balance 125,660 125,660

(e) SURPLUSOpening Balance 14,095,456 14,233,509 Add : Net profit after Tax transferred from Statement of Profit & Loss 540,789 (138,053) Amount available for appropriation 14,636,245 14,095,456

Appropriations :MAT Credit Entitlement 219,646 Transfer to Reserve Fund (108,500) - Balance Surplus 14,747,391 14,095,456

50,983,058 50,222,623

AJAY INVESTMENT ENTERPRISE LIMITED

AS AT 31st MARCH, 2014(Rs.)PARTICULARS AS AT 31st MARCH, 2015

(Rs.)

2 NOTES TO ACCOUNTS

NON-CURRENT LIABILITIES

2.3 LONG TERM PROVISIONS(a) PROVISION FOR EMPLOYEE BENEFITS

Gratuity 5,768 201,923 5,768 201,923

2.4 DEFERRED TAX LIABILITIES

(a) DEFERRED TAX LIABILITIES 219870 -

2.5 OTHER CURRENT LIABILITIESOthersContribution to Superannuation Fund 4,500 4500Statutory Audit Fees Payable 13,483 13483Other Liabilities 232,498 2,656 Secretarial Audit Fees Payable 1,860 1,600

252,341 22,239

AJAY INVESTMENT ENTERPRISE LIMITED

PARTICLUARS AS AT 31st MARCH, 2015(Rs.)

AS AT 31st MARCH, 2014(Rs.)

N O TES TO A C C O U N TS2.6 F IX E D A S S E TS

DESCRIPTIO NAs at

01.04.2014Additions Deductions As at

31.03.2015As at

01.04.2014Deductions During the

yearAs at

31.03.2015As at

31.03.2015As at

31.03.2014(Rs .) (Rs .) (Rs .) (Rs .) (Rs .) (Rs .) (Rs .) (Rs .) (Rs .) (Rs .)

Tangible Assets :

O ffice Prem ises 19,366,499 173,520 - 19,540,019 875,472 - 909,795 1,785,267 17,754,752 18,491,027

Total 19,366,499 173,520 - 19,540,019 875,472 909,795 1,785,267 17,754,752 18,491,027

Previous year - 19,366,499 - 19,366,499 - - 875,472 875,472 18,491,027

A JA Y IN V E S TM E N T E N T E R P R IS E L IM ITE D

G RO SS BLO CK DEPRECIATIO N NET BLO CK

2 NOTES TO ACCOUNTS

NON CURRENT ASSETS Cost Provision for Diminution

Net Book Value Cost

Provision for Diminution Net Book Value

2.7 NON CURRENT INVESTMENTS(a) OTHER INVESTMENTS

(i) Investment in Equity Instruments (At Cost)

(A) Unquoted

206,015 - 206,015 206,015 - 206,015

1,635,000 - 1,635,000 1,635,000 - 1,635,000

130,075 - 130,075 130,075 - 130,075

1,700,000 - 1,700,000 1,700,000 - 1,700,000

1,035,088 - 1,035,088 1,035,088 - 1,035,088

20,000 - 20,000 20,000 - 20,000

20,000 - 20,000 20,000 - 20,000

140,100 - 140,100 140,100 - 140,100

106,015 - 106,015 106,015 - 106,015

840,837 - 840,837 840,837 - 840,837

130,075 - 130,075 130,075 - 130,075

1,035,000 - 1,035,000 1,035,000 - 1,035,000

1,700,000 - 1,700,000 1,700,000 - 1,700,000

130,075 - 130,075 130,075 - 130,075

155,013 - 155,013 155,013 - 155,013

26,988 - 26,988 26,988 - 26,988

221,100 - 221,100 221,100 - 221,100

20,050 - 20,050 20,050 - 20,050

9,251,431 - 9,251,431 9,251,431 - 9,251,431

(B) Quoted Cost Provision for Diminution

Net Book Value Cost

Provision for Diminution Net Book Value

1,000 - 1,000 1,000 - 1,000

6,102 2,042 4,060 6,102 2,042 4,060

6,730 - 6,730 6,730 - 6,730

3,029,571 1,565,000 1,464,571 3,370,425 1,565,000 1,805,425

272,468 - 272,468 272,468 - 272,468

3,315,871 1,567,042 1,748,829 3,656,725 1,567,042 2,089,683

(ii) Investment with Mutual Fund (At Cost)

- - - 9,500,000 - 9,500,000

Nil Units of Rs. 10/- each (Previous Year 9,50,000l)

(b) Total Investments [(A) + (B)] 12,567,302 1,567,042 11,000,260 22,408,156 1,567,042 20,841,114

(c) Aggregate Market Value of Quoted Investment 1,677,466 1,902,715 (Based on last available market prices i.e. 31.03.2012)

(d) Aggregate Book Value of Unquoted Investment 9,251,431 18,751,431

(e) 1,748,829 2,089,683

AJAY INVESTMENT ENTERPRISE LIMITED

AS AT 31st MARCH, 2014(Rs.)

PARTICULARS AS AT 31st MARCH, 2015(Rs.)

Aggregate Book Value of Quoted Investment

RJM Investments Limited 1,08,590 fully paid shares of Rs.10 each (Previous year 1,08,590)

Sidhant Nirman Private Limited2,000 fully paid shares of Rs.10 each (Previous year 2000)

B.P. Investments Limited673 fully paid shares of Rs.10 each (Previous year 673)

Aashi Pharm Chem Limited100 fully paid shares of Rs.10 each (Previous year 100)

Reliance Jute Mills ( International) Limited2,39,212 fully paid shares of Rs.10 each (Previous year 3,24,212)

Akshat Gases Limited610 fully paid shares of Rs.10 each (Previous year 610)

BOI AXA Fixed Maturity Plan -SERIES 5

Automation Tracom Private Limited20,600 fully paid shares of Rs.10 each (Previous year 20,600)

Baisakhi Vanijya Private Limited13,000 fully paid shares of Rs.10 each (Previous year 13,000)

Promise Trading Private Limited13,000 fully paid shares of Rs.10 each (Previous year 13,000)

Bhagwati Appartment Private Limited1,63,500 fully paid shares of Rs.10 each (Previous year 1,63,500)

Devang Tradecom Private Limited1,70,000 fully paid shares of Rs.10 each (Previous year 1,70,000)

Evershine Niketan Private Limited2,000 fully paid shares of Rs.10 each (Previous year 2,000)

Honesty Vanijya Private Limited14,000 fully paid shares of Rs.10 each (Previous year 14,000)

Vapi Investments Limited22,000 fully paid shares of Rs.10 each (Previous year 22,000)

Valio Merchants Limited2,688 fully paid shares of Rs.10 each (Previous year 2,688)

Growth Plazza Private Limited2,000 fully paid shares of Rs.10 each (Previous year 2,000)

Energy Tracom Private Limited13,500 fully paid shares of Rs.10 each (Previous year 13,500)

Justify Tracom Private Limited1,600 fully paid shares of Rs.10 each (Previous year 1,600)

Saberi Merchants & Traders Private Limited1,03,500 fully paid shares of Rs.10 each (Previous year 1,03,500)

Softlink Merchants Private Limited1,70,000 fully paid shares of Rs.10 each (Previous year 1,70,000)

Vanila Tracom Private Limited2,000 fully paid shares of Rs.10 each (Previous year 2,000)

P.K. Business Enterprise Limited83,750 fully paid shares of Rs.10 each (Previous year 83,750)

Symbol Trading Private Limited13,000 fully paid shares of Rs.10 each (Previous year 13,000)

2 NOTES TO ACCOUNTS

NON CURRENT ASSETS2.8 DEFERRED TAX ASSET (NET)(a) DEFERRED TAX ASSETS

Arising out of - Section 43B items - 172,034

- 172,034

2.9 LONG TERM LOANS & ADVANCESUNSECURED, CONSIDERED GOOD

(a) SECURITY DEPOSITS 1,291,810 1,291,810 1,291,810 1,291,810

CURRENT ASSETS

2.10 CASH AND BANK BALANCES(a) CASH AND CASH EQUIVALENTS

(i) Balance with BankCurrent Account 70,425 41,503

70,425 41,503

2.11 SHORT TERM LOANS & ADVANCESUNSECURED, CONSIDERED GOOD

(a) Loans 19,756,000 9,374,000 (b) Tax Deducted at Source (Net of Provisions) 947,250 939,918 (c) MAT Credit Entitlement 451,009 231,363

21,154,259 10,545,281

2.12 OTHER CURRENT ASSETS

(a) Other receivable 7,296 7,296 (b) Interest due but not received 1,728,885 603,370

1,736,181 610,666

AJAY INVESTMENT ENTERPRISE LIMITED

AS AT 31st MARCH, 2014(Rs.)

AS AT 31st MARCH, 2015(Rs.)PARTICULARS

2 NOTES TO ACCOUNTS

2.13 REVENUE FROM OPERATION(a) INTEREST INCOME

On Inter Corporate Deposits / Loans 2,286,527 1,208,620 (Tax deducted at source Rs. 227,332/-, Previous year Rs.114999/-) 2,286,527 1,208,620

2,286,527 1,208,620

2.14 OTHER INCOME

(b) PROFIT ON SALE OF INVESTMENTS 948,955 113,303 948,955 113,303

2.15 EMPLOYEE BENEFITS EXPENSE

(a) SALARIES 260,000 150,000

(b) CONTRIBUTION TO PROVIDENT & OTHER FUNDS 47,123 35,166

(c) PROVISION FOR GRATUITY 11,538 5,769

318,661 190,935

2.16 DEPRECIATION AND AMORTIZATION EXPENSEDEPRECIATIOIN 909,795 875,472

909,795 875,472

2.17 OTHER EXPENSES (a) RENT 180,283 180,284

(b) RATES & TAXES 15,831 4,350

(c) AUDITOR'S REMUNERATIONAs Statutory Audit Fees 13,483 13,483 For Other Services - 13,483 6,424 19,907

(d) LOSS ON SALE OF INVESTMENTS 115,604 -

(e) IRRECOVERABLE ADVANCES WRITTEN OFF - -

(f) INTEREST PAID 213,492 - (g) ELECTRICITY CHARGES 5,239 1,296.00

(h) MAINTENANCE EXPENSES 223,535 198,124.00

(i) MISCELLANEOUS EXPENSES 86,866 98,846

854,333 502,807

FOR THE YEAR ENDED 31st MARCH, 2014

(Rs.) PARTICULARS

FOR THE YEAR ENDED 31st MARCH, 2015

(Rs.)

AJAY INVESTMENT ENTERPRISE LIMITED