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Directors Report of Indergiri Finance Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present Twentieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial results of the company are summarized as below:

(Rs. in lacs) (Rs. in lacs) Year Ended Year Ended 31/03/2014 31/03/2013

Income 69.21 39.94

Profit/(Loss) before tax 0.12 4.47

Profit after Tax and adjustments 0.09 4.46

Balance carried to Balance Sheet (16.29) (16.38)

2. REVIEW OF OPERATIONS

During the FY 2014, your company has earned a net profit of Rs.0.09 lacs after taking into account tax provisions and MAT credit entitlement as against Rs. 4.46 lacs during FY 2013.

3. DIVIDEND

In view of inadequate profits, the Board of Directors is not in a position to recommend any dividend for the year.

4. FUTURE OUTLOOK

The Company is operating with its own limited resources. As the financial market is facing lot of challenges interest rates are constantly changing, recoveries have become major concern, therefore survival of small NBFC with limited resource is becoming difficult. In the present scenario and based on the present business model the growth potential in its business is limited.

5. DISCLOSURE UNDER THE LISTING AGREEMENT UNDER CLAUSE 32

Cash flow statement pursuant to Clause 32 of listing agreement is annexed herewith as Annexure "A" and forming part of this report.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

We had 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 31st March, 2014 and of the profit of the Company for the year ended on that date.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

The accompanying financial statements of the company have been prepared by us on a going concern basis.

7. AUDIT COMMITTEE

The audit committee comprises of four Directors viz. Mr. B.P. Rauka, Mr. Kishan Sharma, Mr. D.L. Arora and Anand Bagwe, the Committee met four times during the year. For more details refer the corporate governance.

8. DIRECTORS

Pursuant to the Companies Act 2013, term of independent Directors is 5 years accordingly Mr. Anand D. Bagwe being appointed for 5 years.

Mr. Dilip Arora, due to his preoccupation expressed his inability to continue as independent Director for a term of 5 years as per requirement of appointment of Independent Director under the Companies Act, 2013 and resigned from the Directorship of the Company.

Mr. Vinod Kumar Sharma in respect of whom notice in writing from a member has been received proposing Mr. Vinod Kumar Sharma as a candidate for office of a Director of the Company. The nomination committee has pursued all requisite details and have the opinion that he posses requisite skills and experience for such appointment and recommended his appointment for a term of 5 years. The Board also recommend his appointment as Independent Director.

Pursuant to Article 58 of The Article of Association of the Company Mr. Kishan Sharma retires by rotation and being eligible offers himself for reappointment Mr. Kishan Sharma is a Chartered Accountant and possesses about 31 years of experience in the field in the field of accountancy, finance and Corporate laws. He has been associated with Company as a director of the Company since 28th March 1995.

9. DEPOSIT

The company has not accepted fixed deposit since inception.

10. AUDITORS'' REPORT

The notes referred to by the Auditors in their report are self explanatory and do not require any further clarification except in respect of shares of Somani Securities Pvt Ltd, for which the Company has taken up the matter with the Company for non receipt of share certificates and is pursuing the matter and necessary legal action is being initiated.

11. AUDITORS

M/s S.K. Rathi & Co., Chartered Accountants, are being reappointed as auditors of the Company and given their consent and if appointed will be within the ceiling provided under the Companies Act, 2013.

12. INSURANCE

The Company does not possess any material properties, which need insurance.

13. STATUTORY INFORMATION

i. The particulars under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the rules. The Company not brings an industry under the Schedule Form A & B disclosures are not applicable.

ii. The Company has no foreign exchange earnings and out go.

iii. None of the employees was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) rules, 1975.

iv. The Company does not have any subsidiary with in meaning of Section 4 of the Companies Act, 1956.

14. ACKNOWLEDGEMENTS

The Company gratefully acknowledges the co-operation and supports extended by the Banker, Shareholders and Clients of the Company and place on record its appreciation for the active support and assistance of the employees for the performance.

For and on behalf of the Board of Directors

Place : Mumbai Laxminarayan Sharma Kishan Sharma Date : 8th August 2014 Managing Director Director


Mar 31, 2012

The Directors are pleased to present Eighteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

The financial results of the company are summarized as below:

(Rs. in lacs) (Rs. in lacs)

Year Ended Year Ended

31/3/2012 31/3/2011

Income 50.11 69.43

Profit/(Loss) before tax 2.40 2.40

Profit after Tax and adjustments 2.40 1.93

Balance carried to Balance Sheet (20.84) (23.24)



2. REVIEW OF OPERATIONS

During the FY 2012, your company has earned a net profit of Rs. 2.40 lacs after taking into account tax provisions and MAT credit entitlement as against Rs.1.93 lacs during previous financial year 2011.

3. DIVIDEND

No dividend can be recommended in view of inadequate profit for the year.

4. FUTURE OUTLOOK

The Company has been operating with its own limited resources. Financial market is facing lot of new challenges interest rates are constantly changing, recoveries have become major concern. In the present scenario and based on the present business model the growth potential in its business is limited. .

5. DISCLOSURE UNDER THE LISTING AGREEMENT UNDER CLAUSE 32

Cash flow statement pursuant to Clause 32 of listing agreement is annexed herewith and forming part of this report.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

We had 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 3151 March,2012 and of the profit of the Company for the year ended on that date.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

The accompanying financial statements of the company have been prepared by us on a going concern basis.

7. AUDIT COMMITTEE

The audit committee reconstituted and comprises of four directors viz. Mr. B.P.Rauka, Mr. Kishan Sharma, Mr. D.L. Arora and Anand Bagwe, the Committee met four times during the year. For more details refer the corporate governance.

8. DIRECTORS

Pursuant to Article 58 of The Article of Association of the Company Mr Anand D Bagwe retires by rotation and being eligible offers himself for reappointment Mr. Bagwe is a science graduate and possesses about 8 years of experience in the field of research & development project management and finance and business management. He got re associated with Company as a director since 2009 and his previous association was for a very brief period of months.

Mr. Pawan Kumar Maurya, who was appointed as an additional Director of the Company, ceased to be the Director on the date of ensuing Annual General Meeting ofthe Company.

9. DEPOSITS

The company has not accepted fixed deposits since inception.

10. AUDITORS'REPORT

The notes referred to by the Auditors in their report are self explanatory and do not require any further clarification except in respect of shares of Somani Securities Pvt Ltd, for which the Company has taken up the matter with the Company for non receipt of share certificates and is pursuing the matter and legal course.

11. AUDITORS

M/s A.H.Agarwal & Associates, Chartered Accountants expressed their inability for reappointment M/s R. N. Bhutra & Co., Chartered Accountants are proposed to be appointed as auditors of the Company and given their consent and their appointment will be within the ceiling provided under the Companies Act, 1956.

12. INSURANCE

The Company does not possess any material properties, which need insurance.

13. STATUTORY INFORMATION

i. The particulars under the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the rules. The Company not brings an industry under the Schedule Form A & B disclosures are not applicable.

ii. The Company has no foreign exchange earnings and out go.

iii. None of the employees was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) rules, 1975.

iv. The Company does not have any subsidiary with in meaning of Section 4 of the Companies Act, 1956.

14. ACKNOWLEDGEMENTS

The Company gratefully acknowledges the co-operation and supports extended by the Bankers, Shareholders and Clients of the Company and place on record its appreciation for the active support and assistance of the employees for the performance.

For and on behalf of the Board of Directors

Place : Mumbai Laxminarayan Sharma Kishan Sharma

Date :31st May 2012 Managing Director Director


Mar 31, 2010

The directors are pleased to present Sixteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

The financial results of the company are summarized as below:



(Rs. in lacs) (Rs. in lacs)

Year Ended Year Ended

31/3/2010 31/3/2009 Income 35.89 75.88

Profit/(Loss) After Depreciation 19.07 10.84

Provision for Tax 2.96 1.18

Balance carried to Balance Sheet (30.47) (46.58)



2. REVIEW OF OPERATIONS:

The company has earned a profit ofRs. 19.07 lacs as against Rs.10.84 lacs during the previous year.

3. DIVIDEND:

No dividend can be recommended in view of inadequate profit for the year.

4. FUTURE OUTLOOK:

The Company has been operating with its own limited resources. Financial market is facing lot of new challenges interest rates are constantly changing, recoveries have become major concern. In the present scenario and based on the present business model the growth potential in its business is limited.

5. DISCLOSURE UNDER THE LISTING AGREEMENT: UNDER CLAUSE 32

Cashflow statement pursuant to Clause 32 of listing agreement is annexed herewith as Annexure "A" and forming part of this report.

6. DIRECTORSRESPONSIBILITY STATEMENT:

In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

We had 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 31st March,2010 and of the profit of the Company for the year ended on that date.

We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for the preventing and detecting fraud and other irregularities.

The accompanying financial statements of the company have been prepared by us on a going concern basis.

7. AUDIT COMMITTEE:

The audit committee comprises of four directors viz. Mr. B.P.Rauka, Kishan Sharma, Mr. L.N.Sharma and Mr. D. L.A rora, the Committee met four times during the year. For more details refer the corporate governance.

8. DIRECTORS:

Pursuant to Article 58 of The Article of Association of the Company Mr Kishan Sharma, retires by rotation and being eligible offers himself for reappointment Mr Sharma is a Chartered Accountant and possesses about 27 years of experience in the field of accountancy, corporate laws and finance.

9. DEPOSITS:

The company has not accepted fixed deposits since inception.

10. AUDITORSREPORT:

The notes referred to by the Auditors in their report are self explanatory and do not require any further clarification.

11. AUDITORS:

M/s A.H.Agarwal & Associates, Chartered Accountants are proposed to be reappointed as auditors of the Company and given their consent and if appointed will be within the ceiling provided under the Companies Act, 1956.

12. INSURANCE:

The Company does not possess any material properties, which need insurance.

13. STATUTORY INFORMATION:

i. The particulars under the Companies(Disclosure of Particulars in the report of Board of Directors)

Rules, 1988 require disclosure of particulars regarding conservation of energy in Form A and technology absorption in Form B prescribed by the rules. The Company not bring an industry under the Schedule, Form A&B disclosures are not applicable.

ii. The Company has no foreign exchange earnings and out go.

iii. None of the employees was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) rules, 1975.

iv. The Company does not have any subsidiary with in meaning of Section 4 of the Companies Act, 1956.

14. ACKNOWLEDGEMENTS:

The Company gratefully acknowledges the co-operation and support extended by the Bankers, Shareholders and Clients of the Company and place on record its appreciation for the active support and assistance of the employees for the performance.

For and on behalf of

the Board of Directors



Place: Mumbai Kishan Sharma

Date : 14,h August 2010 Chairman