The Directors have pleasure in presenting their Report together with
 audited accounts for the year ended March 31, 2012.  FINANCIAL
 HIGHLIGHTS
 
                                                           (Rs. in lacs)
 
                                              For the       For the 
                                              year ended    year ended 
                                              March 31,     March 31,
                                              2012          2011
 
 Total Income                                   798.23        625.73
 
 Profit before Depreciation                     730.91        341.03 
 and Tax
 
 (-) Depreciation                                 0.39          0.33
 
 Profit/(Loss) before tax                       730.52        340.70
 
 Add: Excess / (Short) Provision                (10.18)        96.82 
 of tax of earlier years
 
 (-) Tax                                         13.10             -
 
 (-) Deferred Tax                                    -       (117.13)
 
 Profit/(Loss) after tax                        707.24        320.39
 
 Appropriation:
 
 Less: Transfer to Statutory                    141.45         64.08 
 Reserve
 
 Add: Balance brought forward                   599.81        343.50
 
 Balance Profit/(Loss) transferred            1,165.60        599.81 
 to Balance Sheet
 
 DIVIDEND
 
 With a view to conserve resources, your Directors consider it prudent
 not recommend any dividend for the year under review.
 
 FINANCIAL PERFORMANCE
 
 During the financial year under review, the Total Income and Profit
 before Depreciation and Tax (PBDT) were Rs. 798.23 lacs and Rs. 730.91 lacs
 respectively as against Rs. 625.73 lacs and Rs. 341.03 lacs in the previous
 year.
 
 INDUSTRY AND BUSINESS OVERVIEW AND FUTURE OUTLOOK
 
 Economic liberalization, including industrial de-regulation,
 privatization of state-owned enterprises, and reduced controls on
 foreign trade and investment, began in the early 1990s and has served
 to accelerate the country''s growth, which has averaged more than 7%
 per year since 1997. India''s diverse economy encompasses traditional
 village farming, modern agriculture, a wide range of modern industries,
 and a multitude of services. However, the financial year 2011-12 was
 particularly challenging on account of the slowdown in industrial
 activity, increased inflation, weakening rupee and global recessionary
 trends. India''s long term challenges include widespread poverty,
 inadequate physical and social infrastructure, limited non-agricultural
 employment opportunities, insufficient access to quality basic and
 higher education, and accommodating rural-to-urban migration.
 
 Though economy is predicted to grow at 7.6% in FY 2013 and 8.6% in FY
 2014, the mood prevalent in the country is subdued.
 
 The Company being a Non Banking Financial Company (NBFC) registered
 with the Reserve Bank of India and deriving its major revenue from its
 investments, sectoral policy changes by the government and performance
 of industry sectors where the Company has invested have an impact on
 the profitability of the Company. The basic business of the Company is
 investing in stocks, shares and bonds. The value of the stocks, shares
 and bonds in addition to be above also depend on the prevailing capital
 market scenario. The future success of the Company would depend on its
 ability to anticipate the volatility of the Stock Markets and
 minimizing risks through prudent investing decisions.  THREATS AND
 CONCERNS
 
 The Company''s revenue is majorly derived from dividends receivable on
 investments held by it. Any adverse impact on the industries in which
 the Company has made investment will have a bearing on the performance
 of the Company. The Company''s performance is also dependant on the
 performance of the economy and financial markets. The health of the
 economy and financial markets in turn depends on the domestic economic
 growth, state of the global economy and business and consumer
 confidence, among other factors. Any event disturbing the dynamic
 balance of these diverse factors would directly or indirectly affect
 the performance of the Company. Further, any slowdown in the growth of
 Indian economy or any volatility in global financial market, could also
 adversely affect the business.  Moreover, the Company is also prone to
 risks pertaining to change in government regulations, tax regimes,
 other statutes and capital market fluctuations in respect of
 investments held by the Company.
 
 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
 
 The Company has adequate internal audit and control system commensurate
 with its size and nature of business to ensure operational efficiency,
 accuracy and promptness in financial reporting and compliance of
 various laws and regulations. The Audit Committee appointed by the
 Board reviews the Internal Audit Report and the adequacy and
 effectiveness of internal controls periodically.
 
 CAUTIONARY STATEMENT
 
 Statements in this report describing the Company''s objectives,
 projections, estimates and expectations may constitute forward
 looking statements within the meaning of applicable laws and
 regulations. Actual results might differ materially from those either
 expressed or implied.
 
 HUMAN RESOURCES
 
 Employee relations continued to remain cordial during the year under
 review.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Due to the nature of business, this provision is not applicable to the
 Company.
 
 SUBSIDIARY
 
 During the year under review, your Company became a subsidiary of
 Swallow Associates Limited, as a result of merger of Blue Niles
 Holdings Limited, Kestrel Investments Limited, Petrochem International
 Limited, RPG Cellular Investments and Holdings Private Limited, South
 Asia Electricity Holdings Limited with Swallow Associates Limited
 pursuant to the Scheme of Amalgamation and Arrangement sanctioned by
 the Hon''ble High Court of Judicature at Bombay on February 10, 2012.
 This Scheme has become effective on March 27, 2012 with effect from the
 Appointed Date i.e. December 1, 2011.
 
 As on March 31, 2012, the Company had two subsidiaries viz.  Instant
 Holdings Limited and Sudarshan Electronics & T. V.  Limited.
 
 During the year under review, Instant Holdings Limited had filed a
 petition with the Hon''ble High Court of Judicature at Bombay for
 sanction under Section 394 of the Companies Act, 1956 to a Scheme of
 Amalgamation for merger of Idea Tracom Private Limited (wholly owned
 subsidiary of Instant Holdings Limited) and Goodhope Sales Private
 Limited (wholly owned subsidiary of Instant Holdings Limited) with
 Instant Holdings Limited. This Scheme has been approved by the High
 Court of Judicature at Bombay on April 13, 2012 and has become
 effective on May 15, 2012 with effect from the Appointed Date i.e.
 March 31, 2012.
 
 The Ministry of Corporate Affairs vide its circular no.  5/1
 2/2007-cL-III dated February 8, 2011 has subject to compliance of
 certain conditions, granted general exemption to the companies from
 attaching the annual report and accounts of its subsidiary companies.
 As per this circular, a statement containing brief financial details of
 the subsidiaries for financial year ended March 31, 2012 is included in
 this Annual Report.  Further, pursuant to the Listing Agreement entered
 into with the Stock Exchanges and also as per this circular, the
 consolidated financial statements of the Company form part of the
 Annual Report. These statements have been prepared in compliance with
 the applicable Accounting Standards issued by the Institute of
 Chartered Accountants of India.
 
 The Annual Accounts of the subsidiaries and the related detailed
 information will be made available to the shareholders seeking such
 information at any point of time and are also available for inspection
 at the registered office of the Company and that of its subsidiaries.
 
 DIRECTORS
 
 In accordance with the Companies Act, 1956 and the Articles of
 Association of the Company, Mr. Ramesh D. Chandak and Mr. H. N. Singh
 Rajpoot, Directors, retire by rotation and being eligible offer
 themselves for re-appointment.
 
 Mr. Suresh Mathew and Mr. Paras K. Chowdhary, Directors of the Company
 resigned with effect from August 13, 2012. The Board places on record
 its appreciation for the valuable services rendered by Mr. Mathew and
 Mr. Chowdhary. Mr. T. M. Elavia and Mr. S. K. Tamhane were appointed as
 Directors in the casual vacancy caused due to the resignation of Mr.
 Mathew and Mr. Chowdhary.
 
 EMPLOYEE STATEMENT
 
 During the period under review, no employee was in receipt of
 remuneration which in aggregate was equal or more than that specified
 under Section 217(2A) of the Companies Act, 1956.  CORPORATE GOVERNANCE
 
 A report on corporate governance, along with a certificate from the
 auditors of the Company, regarding the compliance of conditions of
 Corporate Governance, as stipulated under Clause 49 of the Listing
 Agreement, is annexed to this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
 Directors, to the best of their knowledge and belief confirm that:
 
 i) the applicable Accounting Standards have been followed in the
 preparation of the annual accounts.
 
 ii) such accounting policies have been selected and applied
 consistently and such judgements and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company in the Balance Sheet as at March 31, 2012 and
 of the Statement of Profit and Loss for the said financial year viz.
 April 1, 2011 to March 31, 2012.
 
 iii) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 iv) the annual accounts have been prepared on a going concern basis.
 
 AUDITORS
 
 Messrs N. M. Raiji & Co., statutory auditors of the Company, retire at
 the ensuing Annual General Meeting and being eligible, offer themselves
 for re-appointment.
 
 ACKNOWLEDGEMENT
 
 The Board of Directors wishes to place on record its gratitude for the
 faith reposed in the company and the co-operation extended by
 government authorities, shareholders and employees of the Company.
 
                                   On behalf of the Board of Directors
 
                               Ramesh D. Chandak      A. N. Misra
 
                               Director               Director
 
 Mumbai,
 
 13th August, 2012