The present invention relates to a catalyst precursor composition comprising a first component having active sites, said first component being at least one of the surface modified clay and/or pore modified zeolite; and a second component being metal species comprising of at least one metal selected from Group VI B and at least one metal selected from VIII B and the second component is in intimate contact with the active sites of the first component. The present invention also provides a process for preparing the catalyst precursor composition. The present invention also relates to a catalyst composition and process of preparation thereof by using the catalyst precursor. More particularly, the present invention provides a catalyst composition suitable for converting hydrocarbon feeds to diesel range product.