The Directors are pleased to present the 25th Annual Report and the
 Audited Accounts of your Company for the financial year ended 31st
 March 2012.
 
 FINANCIAL RESULTS
 
 The Financial performance of the Company summarised for the year under
 review is as under:
 
                                                 (Amount Rs. in lacs)
 
 PARTICULARS                                   Current       Previous 
                                               Year Ended    Year Ended
 
 Total Revenue                                   1215.01      789.85
 
 Total Expenses                                   438.12      428.50
 
 Profit for the Year before Tax and 
 exceptional items                                776.89      361.35
 
 -    Tax Expenses                                 (4.78)      58.76
 
 Exceptional items                                141.63        0.00
 
 Profit After tax and Exceptional Items           923.30      302.59
 
 Earning per Equity Shares (Before 
 exceptional items)
 
 -    EPS Basic                                     3.29        1.27
 
 -    EPS Diluted                                   3.29        1.27
 (After Exceptional Items)
 
 -    EPS Basic                                     3.88        1.27
 
 -    EPS Diluted                                   3.88        1.27
 
 PERFORMANCE REVIEW & OUTLOOK
 
 The year was marked by high volatility in the stock market, and most
 asset classes remained subdued inspite of the domestic consumption
 theory remaining intact. Rising Crude oil and commodity prices and even
 higher prices of precious metals in the national and international
 market coupled with higher inflation through most of the year in the
 food sector have been a dampener for the investment climate on domestic
 bourses. GDP growth estimates for the year have shown a decline in its
 trend belying hopes of recovery of the economy. The BSE Index which was
 19,420 at the start of the financial year 2011-12 made a low of 15,175
 in December 2011 and finally recovered and settled at 17,404 on 31st
 March, 2012.
 
 Volatile prices of index stocks have caused a fear in the minds of Fils
 and domestic investors that lead to outflow of funds by Fils. Hikes in
 the interest rates by the Reserve Bank to curtail inflation has
 affected Industrial growth and also been viewed negatively by the
 market resulting in sharp volatility in the prices of shares of even
 fundamentally strong companies.
 
 During the year under review, Income from operation was Rs.1205.48
 Lakhs (previous year Rs. 788.56 Lakhs). Income of the Company comprises
 of Dividend Income Rs. 69.13 Lakhs (previous year Rs. 290.38 Lakhs)
 Securities Trading Loss was Rs. 25.66 Lakhs (Loss of Rs.  44.97 Lakhs
 in the last year), Loss booked on Sale of Investments was Rs. 609.81
 Lakhs (previous year''s Profit of Rs.544.97 Lacs) Provisions for
 diminution in the value of Investment written back Rs. 1770.63 Lakhs
 (previous year Rs. 8.99 Lakhs). Net Profit before Tax and exceptional
 items for the year was Rs.776.89 Lakhs (previous year Rs. 361.35 Lakhs)
 Considering the volatility in Currency market and high cost of Crude
 oil in domestic and International market expectations for the current
 year are moderate across most sectors.  With an improvement in the
 market sentiments, the management of your company expects to improve
 the financials of your company.
 
 Securities and Exchange Board of India vide its Order dated 9th May
 2012 restrained the Company from buying, selling or dealing in the
 securities market whatsoever or accessing the Securities market,
 directly or indirectly, for a period of two years from the date of the
 Order for having conducted few transactions in a listed scrip during
 the period August 2000 to December 2000. The Company has been advised
 that aforesaid order of SEBI is not legally sustainable on various
 grounds. The Company filed an Appeal against the aforesaid Order of
 SEBI with the Hon''ble Securities Appellate Tribunal (SAT). The Hon''ble
 SAT vide its order dated 17th May 2012 has stayed the aforesaid order
 of SEBI till disposal of the Appeal filed by the Company. The
 Management of the Company expects a favourable disposal of the Appeal.
 
 Industry Trends and its future prospects have been summed up in the
 Management Discussion and Analysis Report which forms part of this
 report.
 
 DIVIDEND
 
 In order to conserve resources for the future and also due to
 accumulated and unabsorbed losses in the previous years, Director''s of
 your company do not recommend any dividend for the year ended 31st
 March 2012.
 
 STATUTORY STATEMENTS PUBLIC DEPOSITS:
 
 Your Company has neither invited nor accepted any deposits from the
 Public / shareholders during the year under review.
 
 INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:
 
 The particulars under The Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988 on conservation of energy,
 technology absorption etc. are not applicable to the company.
 
 During the year under review there have been no Earnings or outgo of
 Foreign Exchange.
 
 PERSONNEL:
 
 A list of employee(s) under Section 217(2A) of the Companies Act, 1956
 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended are given in the enclosed statement forming part of this report
 as Annexure to Directors'' Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 217(2AA), your directors hereby states that in the
 preparation of the Annual Accounts for the year under review, the
 applicable Accounting Standards have been followed and no departures
 have been made there from. The directors had selected such accounting
 policies and applied them consistently and made judgements 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.  That
 the directors had taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting frauds and other irregularities and further,
 that the directors had prepared the annual accounts for the year under
 review on a going concern basis.
 
 SUBSIDIARIES OF THE COMPANY
 
 In terms of the General Circular No. 51/12/2007-CL-III dated 8th
 February, 2011 of Ministry of Corporate Affairs under section 212(8) of
 the Companies Act, 1956, a copy of the Balance Sheet, Profit & loss
 account, Report of Directors and Auditors of the subsidiaries namely HB
 Prima Capital Ltd. and Mount Finance Ltd. have not been attached with
 the Consolidated Balance Sheet of the Company. However the financial
 data of the subsidiaries have been furnished under Summary of
 Financial Information of Subsidiary Companies and forms part of this
 Annual Report. Annual accounts of the subsidiary companies will be made
 available upon request by any member of the Company interested in
 obtaining the same. Annual accounts of the subsidiary companies will
 also be kept for inspection by any member of the company at its
 registered office.
 
 CORPORATE GOVERNANCE REPORT
 
 Your Company is fully compliant with the requirements of the applicable
 Corporate Governance Code and is committed to ensure due compliance of
 any modifications that may be stipulated by the stock exchange(s) from
 time to time and well ahead of their timely implementation.
 Compliances of your Company with the requirements are presented in the
 enclosed pages. A Corporate Governance Report in detail together with
 Certificate from the Statutory Auditor''s in respect of compliance(s) of
 Clause 49 of the Listing Agreement is enclosed herewith forming part of
 this report.
 
 STATEMENT PURSUANT TO THE LISTING AGREEMENT
 
 The Equity Shares of the Company are listed at Bombay Stock Exchange
 Ltd (BSE) and National Stock Exchange of India Ltd. (NSE) Mumbai.
 
 The Listing fees for the Current financial year to both the Stock
 Exchange(s) have been paid in time.
 
 AUDITORS
 
 M/s. P. Bholusaria & Co., Chartered Accountants New Delhi having FRN
 000468N, the Statutory Auditors retires at the conclusion of the
 ensuing Annual General Meeting and eligible offers them selves for
 reappointment. As per the requirements of the Listing Agreement,
 Statutory Auditor''s firm are holding a valid certificate issued by the
 ''Peer Review Board'' of the ICAI.
 
 AUDITOR''S REPORT
 
 Auditor''s observations in their report have been suitably explained, by
 way of appropriate notes to accounts wherever necessary.
 
 DIRECTORS
 
 Mr. Anil Goyal and Mr. Pradeep Kumar Mittal Directors shall retire by
 rotation at the conclusion of the 25th Annual General Meeting and being
 eligible have offered themselves for re- appointment.
 
 Information as per clause 49 of the Listing Agreement is annexed with
 the Notice of the 25th Annual General Meeting.
 
 ACKNOWLEDGEMENTS
 
 Your Directors acknowledge the services rendered by the employees of
 the Company at all levels of the organisation and express their
 gratitude for the assistance, co-operation and support extended by
 various other stakeholders during all these years.
 
                        For and on Behalf of The Board of Directors
 
 Place : Gurgaon                                       LALIT BHASIN
 
 Date  : 25th May, 2012                                    Chairman