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Directors Report of Minolta Finance Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

(Rs. in Lac)

FINANCIAL RESULTS Year Ended Year Ended 31.03.2014 31.03.2013

Income 9.58 10.16

Profit /(Loss) before Tax & extraordinary item (0.20) (0.11)

Less : Provision for Taxation 0.00 0.00

Profit / (Loss) after Tax (0.20) (0.11)

Less : Extra-Ordinary Items 0.00 0.20

Less : Statutory Reserves 0.37 0.37

Add: Profit/(Loss) brought forward from Previous Year (134.25) (134.33)

Balance of Profit / (Loss) carried forward (134.66) (134.25)

OVERVIEW OF ECONOMY

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world''s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

India has also become a hotbed for research and development (R&D) and the country is now a preferred destination for automotive R&D, as per a study on the Global Top 500 R&D spenders by globalization advisory and market expansion firm, Zinnov. The study noted that there was strong potential for growth in areas such as engineering analytics and that significant talent could be found in ''Deccan Triangle'' region, which encom- passes Pune, Bangalore and Hyderabad.

The World Bank has projected an economic growth rate of 5.7 per cent in FY15 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY 14. The estimated value of FII holdings in India stands at US$ 279 billion.

The cumulative amount of FDI equity inflow into India stood at US$ 212,031million in the period April 2000- February 2014, while FDI equity inflow during April 2013-February 2014 was recorded as US$ 20,766 million, as per data published by Department of Industrial Policy and Promotion (DIPP).

Thus, the emphasis is on a massive road connectivity plan which will tie the region together and subsequently enhance economic objectives. Also, agricultural gross domestic product (GDP) in the country is projected to grow by over five per cent in the current agricultural year (July 2013-May 2014).

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall perform- ance for 2013-2014.

Due to sluggishness in economy and lack of demand by consumers, Gross income from operations remained at 9.58 Lac in comparison to last years'' figure of 10.16 Lac. In term of Net Loss, the same was of 0.20 Lac in comparison to last years'' net Profit of 0.09 Lac.

The Company is in to the Business of Investment and Financing activities.

The company is willing to continue to be in the business of Investment in financing but is also willing to invest wisely so as the Company can be a profit making entrepreneur during the year and thus can deliver to its Shareholders.

DIVIDEND

In view of losses as well as carried forward losses, your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company.

MANAGEMENT DISCUSSIONS & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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.

3. The Directors had 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 preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in to the business of NBFC and is lending its fund to Corporate Clients and HNIs. Beside this the Company is investing its fund in the Capital Market. Due to said line of business, the require- ment regarding and disclosures of particulars of Conservation of Energy and Technology Absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has invested its money for acquiring latest Computer hardware and software.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s U. S. Agarwal & Associates, Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and ajre recommended for re-appointment to audit the account". of the Company from the conclusion of the 22n Annual General Meeting up to the conclusion of the 25th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. U. S. Agarwal & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act 2013 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agree- ment, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 27, 2014 By order of the Board For MINOLTA FINANCE LIMITED

Registered Office : Sd/- 37 A&B, Stephen House DINESH KUMAR PATNIA 4, B.B.D. Bagh (East) (DIN : 01709741) Kolkata-700 001 Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs. in Lacs)

FINANCIAL RESULTS Year Ended Year Ended 31.03.2013 31.03.2012

Income 10.16 5.82

Profit /(Loss) before Tax & extraordinary item (0.11) (6.80)

Less : Provision for Taxation 0.00 0.00

Profit / (Loss) after Tax (0.11) (6.80)

Less : Extra-Ordinary Items 0.20 17.92

Less : Statutory Reserves 0.37 0.46

Add: Profit/(Loss) brought forward from Previous Year (134.33) (109.11)

Balance of Profit / (Loss) carried forward (134.25) (134.33)

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013.

Due to sluggishness in economy and lack of demand by consumers, Gross income from operations remained at Rs. 10.16 Lac in comparison to last years'' figure of Rs. 5.82 Lac. In term of Net Loss, the same was of Rs. 0.11 Lac in comparison to last years'' net loss of Rs. 6.80 Lac. The Company is in to the Business of Investment and Financing activities.

The company is willing to continue to be in the business of Investment in financing but is also willing to invest wisely so as the Company can be a profit making entrepreneur during the year and thus can deliver to its Shareholders.

DIVIDEND

In view of loss as well carried forward losses, your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company.

MANAGEMENT DISCUSSIONS & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Vikash Bansal is liable to retire after conclusion of forthcoming Annual General Meeting and is eligible, offers themselves for re-appointments in the forthcoming Annual General Meeting.

Except Mr. Vikash Bansal himself, none other Directors are interested in their respective re-appointments.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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.

3. The Directors had 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 preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in to the business of NBFC and is lending its fund to Corporate Clients and HNIs. Beside this the Company is investing its fund in the Capital Market. Due to said line of business, the requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has invested its money for acquiring latest Computer hardware and software.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s U. S. Agarwal & Associates, Chartered Accountants, Kolkata hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors u/s 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2013

By order of the Board

For MINOLTA FINANCE LIMITED

Registered Office :

37 A&B, Stephen House

4, B.B.D. Bagh (East) Sd/-

Kolkata-700 001 DINESH KUMAR PATNIA

Chairman


Mar 31, 2009

Dear Shareholders,

The Directors are pleased to present the Seventeenth Annual Report and the Audited Accounts of the Company for the financial year ended 31 March 2009.

1. FINANCIAL RESULTS

Current Year Previous Year 2008-2009 2007-2008

Profit & Loss during the year -11273.43 -69005.84

Less: Provision for tax (including FBT) 844 674.00

Provision for NPA 4671767 5269730.36

Loss Brought forward -15515644.94 -10176234.74

Balance carried to Balance Sheet -20199529.37 -15515644.94



2. DIVIDEND

Your company has posted a loss of Rs.11273.43/- (Excluding NPA Provision as per RBI Guidelines Rs.4671767) for the year under review, as against a loss of Rs.69005.84 in the previous year. In view of losses incurred your directors regret their inability to declare any dividend.

3. PERFORMANCE REVIEW

During the year 2008-09 the performance of the company was not satisfactory. In spite of the intense competition from banks and financial institutions, your company expects to achieve satisfactory growth in the coming years.

4. CORPORATE GOVERNANCE

A report on corporate governance is annexed in the Annexure to the Director's Report.

5. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 2-17(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate-given by the executives of the company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the company from time to time, we state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that the directors 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 the end of the financial year and of the profit of the company for that period;

iii) 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 and safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis.

6. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public. Hence no information is required to be appended to this report in terms of Non-Banking Financial Companies (Reserve Bank) Directives, 1977.

7. DIRECTORS

Shri VIKASH BANSAL, Director of the Company retires by rotation and, being eligible, offers himself for reappointment.

8. PARTICULARS OF EMPLOYEES

Since there is no employee drawing remuneration beyond the ceiling as provided under Section 217 (2A) the Companies Act, 1956, no particulars in this regard have been furnished.

9. AUDITORS

M/s U.S. AGARWAL & ASSOCIATES, Chartered Accountants, Kolkata Auditors of the Company shall be retiring at the conclusion of the ensuing Annual General Meeting and being. eligible offers themselves for reappointment.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Director) Rule, 1988 relating to the conservation of energy and technology absorption,-is not being given, since the Company is not engaged in manufacturing activity.

During the year, the Company did not earn and spend any foreign exchange.

11. ACKNOWLEDGEMENT

We wish to place on record our appreciation for the continued good wishes and co-operation extended to the Company by its Shareholders, Employees and Bankers.

For and on behalf of the Board of Directors

RAJESH KUMAR JHUNJHUNWALA

Chairman

Place: Kolkata DINESH KUMAR PATNIA

Date : 25th August, 2009 Compliance office/Managing Director