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Directors Report of NPR Finance Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2015.

1. Financial Summary or Highlights:

The highlights of the financial performance of the Company for the financial year ended 31st March, 2015 as compared to the previous financial year are as under: Rs. in Lacs

Particulars 2014-2015 2013-2014

Gross Profit before depreciation,

interest and Tax 443.03 336.24

(Less) depreciation (61.40) (76.29)

(Less) : Interest (49.74) (41.30)

(Less) : Provision for Current Tax (125.43) (94.70)

Add/(Less) : Provision for Deferred Tax 22.02 24.07

Net Profit after tax 228.48 148.02

Add : Brought forward from previous year 1540.17 1423.73

Add/(Less) : Income Tax adjustment of earlier years (0.53) (1.98)

Add/ (Less) :Depreciation Adjustments of earlier years (16.84) -

Profit available for appropriation 1751.28 1569.77

APPROPRIATIONS

Statutory Reserve 45.69 29.60

Surplus Carried to balance sheet 1705.59 1540.17

Total 1751.28 1569.77

2. Dividend

Profit after tax for the financial year ended 31st March, 2015 has increased by Rs.80.45 lacs. However, such increase is by & large attributable to interest income from Inter Corporate Deposits given to related parties and one time compensation received from settlement of property.

The Board of Directors have not recommended any dividend in respect of the Financial Year under review as the Company has scaled down its core business activity of financing three wheeler and the Board feels it necessary to conserve the internal accruals and financial reserves of the Company so that the Company can exploit the opportunities to undertake development projects for improving the profitability of the Company in the long run.

3. The amount proposed to be carried to reserves

The details of the amounts apportioned to the reserves has been provided in Point No. 1 of this Directors Report under the category "Financial Summary or Highlights".

4. Disclosure pertaining to the effect on the financial results of material changes in the composition of the Company, if any, pursuant to Clause 41(IV)(m) of the Listing Agreement

There has not been any material change in the composition of the Company and therefore the Disclosure of Clause 41(IV)(m) of the Listing Agreement pertaining to material changes in the composition ofthe Company, is not applicable upon the Company.

5. Change in Share Capital

During the year under review, there has been no change in the Authorised or Paid-up Share Capital.

The Authorised Share Capital of the Company stands at Rs. 7,00,00,000/- divided into 70,00,000 Equity Shares of Rs. 10 each.

The Paid - up Share Capital of the Company is Rs. 5,98,96,000 divided into 59,89,600 Equity Shares of Rs.10/Rs. each.

6. Listing

The equity shares continue to be listed on the BSE Ltd. which has nation-wide terminals and therefore, shareholders/ investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid the annual listing fee for the financial year 2015-16 to BSE Ltd.

7. Corporate Governance Report

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI. A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Company Secretary in whole time practice regarding compliance of condition of Corporate Governance is annexed to the said Report.

8. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on 31st March, 2015, in Form MGT-9 pursuant to section 92(3) of the CompaniesAct, 2013 (hereinafter referred to as the "Act") and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is appended to the Directors' Report in Annexure-I.

9. Number of Meetings of the Board

The Board of Directors of the Company met four(4) times during the Financial Year under review.

Further, one exclusive meeting of the Independent Directors, pursuant to Schedule IV of the CompaniesAct, 2013 and Clause 49(II)(B)(6) of the Listing Agreement was held on 28th March, 2015.

The Meetings were held in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement.

The details of the Meetings of the Board of Directors during the Financial Year 2014-15 is encompassed in the Corporate Governance Report which is annexed to the said Report.

10. Disclosure pursuant to Section 177(8) of the Companies Act, 2013-Composition of the Audit Committee.

The Audit Committee of the Company comprises of three nonexecutive independent directors and one non-executive promoter director as on 31st March, 2015.

The Committee is chaired by a non-executive Independent Director, Mr. Nitin Guha (DIN- 01107480).

The details of the same is morefully provided in the Corporate Governance Report.

During the Financial Year under review, the Committee met four(4) times and all such meetings were held in accordance with the provisions of the CompaniesAct, 2013 and the Listing Agreement.

Further, the Board of Directors have accepted all the recommendations of the Audit Committee in the Financial Year 2014-15.

11. Composition of the Nomination and Remuneration Committee

The Remuneration Committee was constituted on 30/10/2002. However, it was reconstituted as the Nomination and Remuneration Committee at the meeting of the Board of Directors held on 16th May, 2014 pursuant to the requirements of Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Committee of the Company comprises of three Non Executive Independent Directors.

The details of the Committee is provided in the Corporate Governance Report.

12. Composition of the Stakeholders Relationship Committee

The Share Transfer and Investors Grievance Committee was reconstituted as the Stakeholders Relationship Committee at the meeting of the Board of Directors held on 16th May, 2014 pursuant to the requirements of Section 178 of the Act.

The Committee consists of one Non - Executive Independent Director and two Promoter Directors as on 31st March, 2015.

The details of the Committee is provided in the Corporate Governance Report.

13. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Act, the Directors hereby confirm and state that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have 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 as on the Financial Year ended on 31st March, 2015 and of the profit of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. Declaration by the Independent Directors

Section 149(7) of the Act requires every independent director to give a declaration that he meets the criteria of Independence, at the first Board Meeting of every financial year.

Accordingly, the Statement of Declaration of Independence has been submitted by all the Independent Directors; viz: Mr. Nitin Guha (DIN: 01107480),Mr. Rajendra Kumar Duggar (DIN:-00403512 ) and Mr.Arun Charan Mukherji (DIN:- 00063975),vide their letters dated 16th April, 2015.

15. Policy on Directors' Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules made thereunder and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and has further formulated a policy relating to the remuneration for directors, key managerial personnel and other employees, which has been duly approved by the Board of Directors.

While formulating the Policy, the Nomination and Remuneration Committee has assured that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriate benchmarks;and

c. The remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay,reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The details of the same have been provided in the Corporate Governance Report for the Financial Year 2014-15.

16. Auditors & Auditors' report

A. Statutory Auditors

M/s R. P. Boobna & Co.(Firm Registration No. 304093E), CharteredAccountants of209,A.J.C. Bose Road, "Karnani Estate", 2nd Floor, Room No. 87, Kolkata 700 017, retire from the office of the Auditors and being eligible, offer themselves for reappointment.

In this connection, M/s R.P. Boobna & Co. have expressed their willingness for re-appointment and have furnished a Certificate of Eligibility pursuant to Section 141 of the Act read with the Rules framed thereunder.

Based on the recommendation of the Audit Committee, the Board of Directors recomend their re-appointment to the shareholders.

B. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarks or qualification.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder, Mr. NiazAhmed (C.P. No. 5965, Membership No. 15555), Company Secretary in whole-time Practice, was appointed for the issuance of the Secretarial Audit Report for the Financial Year 2014-15.

D. Secretarial Audit Report

The Report of the Secretarial Audit Report does not contain any adverse remark save and except the following:

1. There was a delay beyond 30 days (within 300 days), in filing form CHG-1 by the Company.

The delay has been due to delay in the availability of requisite information from the Charge Holder.

2. The Company has received Show Cause Notice & query letters regarding violation of the Companies Act, 1956, with reference to its Financial Statements disclosure for the Accounting Year 2011-12.

Queries have been raised in this regard and the Company has been replying from time to time.

3. There has been a delay by the Company in submission of the Monthly Cash Transaction Report to the Reserve Bank of India for the months of July, 2014 to December, 2014.

Pursuant to the switch over from physical filing to e- filing mode by FIU-RBI IND, the Co. registered the name of its Principal Officer and subsequently received the password on 01.08.14. However, the report could not be uploaded due to technical errors. The same was submitted on 28th January, 2015.

4. There has been a delay in TDS Deposit for the months of December 2014 and January, 2015.

The delay was caused due to erroneous omission to account for the payment made under Section 194C (TDS on Contractor/Sub Contractor) of the Income Tax Act, 1961.

5. There has been a delay in depositing Service Tax liability for the months of September, 2014 and March, 2015.

The head office was closed from 01.10.14 to 07.10.14 due to Puja holiday and henceforth the service tax deposit was delayed for September, 2014. Further, for the month of March, 2015, the Service tax payment was delayed due to delay in bills provided by the concerned party.

The Secreterial Audit Report is appended to the Directors' Report in Annexure-II.

E Cost Auditors

M/s. M.G. Associates, Cost Accountants, having registered office at Mishra Niwas, Punjabi Para (Chitra), P.O.-Radhanagar Road, Burnpur-713 325, were re-appointed as the Cost Auditors of the Company for the Financial Year ended 31st March, 2015.

However, as explained below, since the Company is no longer required to appoint any Cost Auditor for the ensuing financial year and therefore, re-apointment of M/s M.G. Associates for the Financial year 2015-16 is not being proposed by the Board of Directors.

F. Cost Audit Report

Pursuant to the Notification,dated 31st December, 2014 as issued by the Ministry of CorporateAffairs regarding "Companies (Cost Records and Audit) Amendment Rules, 2014", the Company no longer falls in the ambit of Cost Audit and therefore, no Cost Audit Report has been prepared for the Financial Year 2014-15.

17. Particulars of Loans, guarantees or investments under Section 186 of the Act.

The provisions of Section 186 of the Act are not applicable upon a Non-Banking Financial Company. Therefore, the Company is not required to provide any disclosure pursuant to Section 134(3)(g) of the Act.

18. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in the prescribed form.

All related party transactions,contracts or arrangements that were entered into,during the financial year under review, were on an arms-length basis and in the ordinary course of business. The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while persuing all Related Party transactions.

During the year under review, the Company has entered into material related party transaction as defined in Clause 49 of the Listing Agreement. Further, the Audit Committee at its Meeting held on 27th May, 2015 , has accorded omnibus approval in line with the Company's Policy on Related Party Transactions, to persue related party transactions subject to a maximum threshold limit of Rs.1 Crore per transaction for Related Party Transactions that are repetitive in nature, for the financial year 2015-16.The Committee shall on a quarterly basis, review the details of the Related Party Transactions entered into by the Company pursuant to each omnibus approval accorded.

All the Material Related Party Transactions entered in the ordinary course of business and at arm's length basis have been reported in Form No. AOC-2 by way of Annexure - III in terms of Section 134 of the Act read with the Rules made thereunder.

19. State of Company Affairs & Future Outlook

NPR Finance Ltd. believes in the attainment of high level of transparency, accountability and equity. The Company is guided by the notion of good corporate governance and follows it in letter as well as in spirit. The Company has since time immemorial, been committed to transparency and fairness in dealing with all stakeholders. The "Company" believes in the conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company is committed to developing a culture where it is safe for all employees to raise concerns about any poor or unacceptable practice and any event of misconduct or violation of law in force.

The Company has obtained a Certification of Registration from the Reserve Bank of India, for conversion into a NonDeposit Accepting NBFC.

As on 31st March, 2015, Company has no outstanding public deposit and the Company shall not accept in future and in the Financial Year 2015-2016, any public deposit without obtaining prior approval in writing of the Reserve Bank of India.

The Company's financial disbursement continues to remain low at Rs. 473.59 Lacs in the 4th year of succession. Keeping in view the difficult operating environment in financing of three-wheelers and commercial vehicles,the Company is striving hard to make recoveries against losses and write-offs booked in the financial year under review as well as the earlier financial years. The Company has recorded ' 279.28 lacs towards recovery from bad debts as against Rs. 278.65 lacs recorded in the previous year.

Due to stiff competition from other NBFC's and large players in the market, the Company is shifting its focus from Financing activities to Real Estate activities.

Company has booked Rs.186.44 lacs towards income from Real Estate during the Financial Year under review and the Company is also tapping opportunities to undertake Real Estate development projects,which are likely to give a reasonable and sustainable profit, albeit, in the long-term.

In the current financial year, the Company is also expecting consistent profitability on account of interest income on inter-corporate deposits given to related parties and others.

Money Changing Business is operational in Kolkata and the Company expects consistent but modest profitability from this area of business.

Profitability from Wind Power generation primarily depends on wind velocity. Company is also getting incremental revenue of 15 paise per unit of generation on year to year basis as per Power Purchase Agreement entered with Maharashtra State Electricity Board.

The Company is poised for growth and is making all required efforts in furtherance of its business objectives.

20. Material Changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors' Report.

21. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

a. Conservation of Energy

The Company has no activity relating to conservation of energy.

b. Technology Absorption

In terms of Section 134 (3) (m) of the Companies Act, 2013 read with the Rules made there under,the Company has no activity relating to Technology Absorption. Further, the Company has not entered into any technology transfer agreement.

c. Foreign Exchange earnings and outgo

Further, the Company does not have Foreign Exchange earnings and outgo during the financial year under review.

22. Risk Management Policy

Pursuant to Clause 49 of the Listing Agreement provisions and in compliance with Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification of elements of risk , which in the opinion of the Board may threaten the existence of the Company.

Pursuant to Schedule IV (II)(4) of the Act, the Independent Directors, inter-alia amongst others, review the system from time to time to ensure that Risk Management is robust and satisfactory.

Further, in compliance with Clause 49(I)(D)(2)(a) of the Listing Agreement, the Board of Directors have also been reviewing on a periodical basis, the Risk Management Policy of the Company to make it at par with the Company's objectives. The Board of Directors is responsible for framing, implementing and monitoring the Risk Management Plan of the Company pursuant to Clause 49 (VI)(B) of the Listing Agreement.

In this connection, the Risk Management Committee of the Company, headed by Shri Pawan Kumar Todi (DIN-00590156), Managing Director of the Company, monitors and reviews the risk management plan of the Company. It is responsible for laying down procedures to inform Board members about the risk assessment and minimization procedures. This is described morefully in the Corporate Governance Report.

23. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3)(o) of the Act.

24. Manner of formal annual evaluation by the Board of its own performance and that of its committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, other applicable provisions of the Act, and various applicable clauses of the Listing Agreement, the disclosure regarding the manner of formal annual evaluation by the Board of its own performance and that of its various committees and individual directors is provided hereto:

a. Evaluation Criteria

Pursuant to Clause 49(IV)(B)(2) of the Listing Agreement, the Nomination and Remuneration Committee shall formulate criteria for evaluation of the performance of the Independent Directors and the Board.

The Board, in adherence to the fulfillment of their responsibilities as stipulated in Clause 49 (I)(D)(2)(i) of the ListingAgreement, shall monitor & review the Board Evaluation Framework and evaluate the performance of all the Board Committees.

Further, pursuant to Clause 49(IV)(B)(1), the Nomination and Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees. The details of the same is morefully described in the Corporate Governance Report.

The Nomination and Remuneration Committee also identifies persons qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommends to the Board their appointment and removal and carries out the evaluation of every director's performance in accordance with Section 178(2) of the Act readwith the Rules framed thereunder and Clause 49(IV)(B)(4) of the Listing Agreement.

Further, the Committee has also devised a Policy on Board Diversity as provided in Clause 49(IV)(B)(3) of the Listing Agreement.

The Board of Directors in adherence to the fulfillment of their responsibilities as stipulated in Clause 49(I)(D)(2)(i) of the Listing Agreement, monitor & review the Board Evaluation Framework.

b. Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act, the Nomination and Remuneration Committee of the Company carries out the performance evaluation of the individual directors.

c. Board of Directors

A separate meeting of the Independent Directors of the Company was held on 25th March, 2015,pursuant to Clause VII of Schedule IV to the Act and Clause 49(II)(B)(6) of the Listing Agreement, for transacting the following businesses as setforth in the Agenda :

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company, taking into account the views of the executive directors and non-executive directors.

The same was perused in accordance with the evaluation criteria determined by the Nomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions as specified in Clause II of Schedule IV to the Act, help in bringing an objective view in the evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all the non-independent Directors and the Chairman.

d. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Clause 49(II)(B)(5) of the Listing Agreement, the performance evaluation of the Independent Directors is perused by the entire Board of Directors, excluding the director being evaluated.

On the basis of the report of performance evaluation, the extension of the term of appointment or its continuance in respect of the independent directors is being considered.

e. Performance Evaluation of the Committee

The Board of Directors evaluate the performance of all the Board Committees, based on the Company's Performance Evaluation Policy.

25. Nomination and Remuneration Policy

Section 178 of the Act, read with Rules made thereunder and Clause 49(IV)(B) of the Listing Agreement, defines the role of the Nomination and Remuneration Committee to include, inter alia amongst others, the following:

a. To formulate the criteria for determining qualifications, positive attributes and independence of a director and to recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

b. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Accordingly,based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have adopted a Nomination and Remuneration Policy which is reproduced in Annexure-IV.

26. Change in the nature business:

There has been no change in the nature of business of the Company in the Financial Year under review.

27. Directors & Key Managerial Personnel

a. Non-Executive & Executive Directors:

Mr. Nandlal Todi (DIN-00581581), being Promoter Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.He is relative of Mr. Pawan KumarTodi (DIN-00590156), Managing Director of the Company.

Mr. Pawan KumarTodi (DIN-00590156),has been re-appointed as the Managing Director for a period of five years effective from 1st November, 2014.

Further, Ms. Sarika Mehra (DIN-06935192),erstwhile Executive Vice-President & Company Secretary was appointed as an Additional Director of the Company with effect from 28th July, 2014 and subsequently appointed as the Executive Director & Company Secretary of the Company for a period of Five years from the conclusion of the 25th Annual General Meeting ofthe Company, held on 19th September, 2014.

b. Independent Directors:

Pursuant to Section 149 of the Act, read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of upto 5 years each. In terms of revised Clause 49 of the listing agreement , applicable from 1st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years.

In this connection, all the Independent Directors of the Company, viz: Mr. Nitin Guha, Mr. Arun Charan Mukherji and Mr. Rajendra Kumar Duggar were appointed for a term of five consecutive years commencing from the conclusion of the 25th Annual General Meeting of the Company, keeping in view their educational / professional qualifications, working experience, expertise in line with Company's business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment.

c. Chief Financial Officer

Mr. Ashok Kumar Shah,was appointed as the Chief Financial Officer of the Company at the Meeting of the Board of Directors held on 16th May, 2014.

28. Names of Companies which have become or ceased to be the Company's subsidiaries, joint ventures or associate companies during the year under review:

The Company does not have any Subsidiary or associate companies (as defined in Section 2(6) of the Act) nor is associated with any joint ventures and therefore the disclosure requirement pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the Company.

29. Details relating to deposits covered under Chapter V of the Act:

The Company surrendered its Registration Certificate to the Reserve Bank of India on 24th April, 2014 for conversion from deposit taking Non-Banking Finance Company to non-deposit taking Non-Banking Finance Company. Subsequently, the Company has received the fresh RBI Certificate of Registration, dated at 14th October, 2014, to commence/carry on the business of Non-Banking Financial Institution without accepting public deposits.

The Company has not accepted any deposits during the financial year under review.

As on 31st March, 2015 and as on date, the Company has no outstanding public deposit and the Company shall not accept in future and in the Financial Year 2015-2016 any public deposit without obtaining prior approval in writing of the Reserve Bank of India.

30. Details of deposits which are not in compliance with the requirements of Chapter V of the Act.

Since the Company has neither accepted any deposits during the financial year under review nor has any outstanding deposits as on 31st March, 2015, therefore there are no disclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014, for non-compliance with the requirements of Chapter V of the Act.

31. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations:

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations.

32. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

Pursuant to the applicability of section 177(4)(vii) of the Act with effect from 1st April, 2014 and the SEBI Circular No. CIR/ CFD/POLICY CELL/2/2014, dated 17thApril, 2014 regarding the amendment of Clause 49 of the ListingAgreement, applicable with effect from 1st October, 2014, the Audit Committee of the Company was empowered by the Board of Directors at their meeting held on 16th May, 2014 to function in accordance with the aforesaid enhanced terms of reference, whereby, inter alia amongst others, the Audit Committee was empowered to review the internal financial controls and the risk management systems of the Company.

In discharge of its aforesaid duties, the Audit Committee of the Company ensures that there is a direct relationship between the Company's objectives and the internal financial controls it implements to provide reasonable assurance about their achievement.

In this connection, the Audit Committee in coordination with the Internal Audit Department periodically reviews the following:

a. Transactions are executed in accordance with the management's general or specific authorization;

b. All transactions are promptly recorded in the correct amount in the appropriate accounts and in the accounting period in which they are executed so as to permit preparation of financial information within a framework of recognized accounting policies and practices and relevant statutory requirements, if any,

c. Accountability of assets is adequately maintained and assets are safeguarded from unauthorized access , use or disposition.

There is a proper allocation of functional responsibilities within the Company and it is ensured that the quality of personnel commensurate with their responsibilities and duties. Further, proper accounting and operating procedures are followed to confirm the accuracy and reliability of accounting data, efficiency in operation and safety of the assets. The regular review of work of one individual by another, minimizes the possibility of fraud or error in the absence of collusion.

A reference is made in this connection to the CEO & CFO Certificate dated 27th May, 2015.

33. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

The Company has no employee whose remuneration exceeds the limit prescribed under Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided herein below:

In computing the various parameters, Gross Salary of the employees has been considered and it primarily encompasses Salary, allowances and perquisites and does not include Employer's contribution to Employee Provident Fund.

I. Ratio of Remuneration of each director to the median remuneration of the employees of the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration

Nandlal Todi Paid Sitting Fees only

Arun Charan Mukherji Paid Sitting Fees only

Nitin Guha Paid Sitting Fees only

Rajendra Kumar Duggar Paid Sitting Fees only

Mr. Pawan Kumar Todi 15 %

Ms. Sarika Mehra 12 % - Appointed as a director with effect from 28th July, 2014 on the same remuneration as prevalent at the time of her designation as a Company Secretary.

II. The percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Directors, Chief Executive % increase in Officer, Chief Financial remuneration Officer and Company in the Financial Secretary Year

Nandlal Todi -Paid Sitting Fees only - Non-executive Director

Arun Charan Mukherji -Paid Sitting Fees only - Non-executive Director

Nitin Guha -Paid Sitting Fees only - Non-executive Director

Rajendra Kumar Duggar -Paid Sitting Fees only - Non-executive Director

Mr. Pawan Kumar Todi 5.70% - Managing Director

Ms. Sarika Mehra 10.49% - Executive Director & Company Secretary-with effect from 28th July, 2014.

Mr.Ashok Kumar Shah 9.43% - Appointed as the Chief Financial Officer of the Company with effect from 16th May, 2014

III. The percentage increase in the median remuneration of the employees in the financial year.

There has been an increase of 8.46% in the median remuneration of the employees in the Financial Year.

IV. The number of permanent employees on the rolls of the company.

As on 31st March, 2015, there are 60 Employees on the rolls of the Company.

V. The explanation on the relationship between average increase in remuneration and company performance.

The increase in remuneration is in line with the market trends.

In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance.

VI. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.

Comparitive Parameter Amount (in Rs. )

Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2014-15. 30,05,040

Total Revenue 47,79,66,626

Remuneration of KMP's as a percentage of Total Revenue 0.63%

Profit before tax 3,31,88,441 Remuneration of KMP's as a

percentage of Profit before Tax 9.05% Profit after tax 2,28,47,441

Remuneration of KMP's as a percentage of Profit after Tax 13.15%

VII. VARIATIONS IN :

A. The market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year.

Particulars 31st March, 31st March, % Change 2015 2014

Market Capitalisation 6,64,84,560 6,48,67,368 2.49

Price Earnings Ratio 2.91 4.38 -33.56

B. Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer.

Particulars 31st March, 27th Feb. % 2015 1995 Change (IPO issue)

Market Price 11.10 15.00 -26.00%

VIII. A. Average percentile increase already made in

the salaries of employees other than the managerial personnel in the last financial year.

The average percentile increase in the salaries of employees other than that of the managerial personnel (i.e.: Mr. Pawan Kumar Todi, who being the Managing Director, was the only Managerial Personnel) was approximately 5%.

B. Its comparison with the percentile increase in the managerial remuneration and justification thereof;

In comparision to the aforesaid increase of 4.59% of other employees, the salary of the Managerial Personnel decreased by 0.14% due to no claim towards medical reimbursement.

C. Whether there are any exceptional circumstances for increase in the managerial remuneration.

There are no exceptional circumstances prevalent for increase in the managerial remuneration.

IX. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company.

Comparative Parameter Pawan Kumar Sarika Mehra Ashok Kumar Todi - Executive Shah - Managing Director -Chief Director &Company Financial Secretary Officer

Remuneration ofthe Key Managerial Personnel (KMP) in the Financial Year 2014-15. 12,42,840 10,31,400 7,30,800

Total Revenue of the 47,79,66,626 Company

Remuneration of KMP's as a percentageofTotal Revenue 0.26% 0.22% 0.15%

Profit before tax 3,31,88,441

Remuneration of KMP's as a percentage of Profit 3.74% 3.11% 2.20% beforeTax

Profit after tax 2,28,47,441

Remuneration of KMP's as a percentage of Profit afterTax 5.44% 4.51% 3.20%

X. The key parameters for any variable component of remuneration availed by the directors.

The Variable Components of Remuneration broadly comprises of - Performance based promotion and bonus.

The same shall also depend upon various factors including: their grade, industry bench mark, overall business performance.

Further, in determining the director's remuneration, their performance evaluation as duly carried out by the Board and/or Independent Directors, shall also be given due weightage.

Any annual increase in the remuneration of the Directors , Key Managerial Personnel and Senior Management Personnel shall be at the sole discretion of the Board, based on the recommendation of the Nomination and Remuneration Committee and subject to such statutory approvals, if any.

XI. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

None of the employees' remuneration is more than that of the highest paid director for the Financial Year under review.

XII. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirm that the remuneration paid to all directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

34. Whistle Blower Policy

The Board of Directors of the Company have adopted a Vigil Mechanism/Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The purpose of this Policy is to encourage the Company's directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

There were no instances of reporting under the Whistle Blower Policy.

No personnel have been denied access to the Chairman of the Audit Committee.

The details of the Vigil Mechanism/Whistle Blower Policy is explained in the Corporate Governance Report and also disclosed on the website of the Company.

35. Insider Trading

The Company has put in place a Code of Conduct for Prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 1992. This code was applicable upon all Directors and select employees. The code ensured prevention of dealing in shares by persons having access to unpublished price sensitive information.

The aforesaid Code was effective till 14th May, 2015 & thereafter repealed with the following Codes pursuant to the SEBI(Prohibition of Insider Trading Regulations, 2015, effective from 15th May, 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

b. Code of Conduct to Regulate, Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

36. Transfer of amount to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956,the relevant amount which remained unpaid or unclaimed for a period of seven years has been transferred by the Company, from to time to time on respective due dates, to the Investor Education and Protection Fund(IEPF).

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amount lying with the Company on the Company's website (www.nprfinance.com), as also on the Ministry of Corporate Affairs' website.

Members are requested to note that once the unclaimed dividend is transferred to the IEPF, no claim shall lie in respect thereof.

37. Disclosure pursuant to Clause 5A I(g) of the Listing Agreement.

None of the Shares of the Company are lying in the Escrow Account and therefore the Company is not required to make any disclosure pursuant to Clause 5A I (g) of the Equity Listing Agreement.

38. Disclosure pursuant to Clause 5A II(h) of the Listing Agreement.

None of the Shares of the Company are lying in the Unclaimed Suspense Account and therefore the Company is not required to make any disclosure pursuant to Clause 5A II (h) ofthe Equity Listing Agreement.

39. Prudential Norms for NBFC'S

Your Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning and all other requirements applicable for Non-Deposit Taking Non-Systematically Important NBFCs.

40. Green Initiative

To support the 'Green Initiative' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Niche Technologies Private Ltd., if shares are held in physical mode or with their Depository Participant(s), ifthe holding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participant(s).For members who have not registered their email address, physical copies of the Annual Report and Notice of the Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send their request to Ms. Sarika Mehra (DIN-06935192), Executive Director & Company Secretary of the Company.

The Company is providing e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Act and Rule 20 of the Company's (Management and Administration) Rules, 2014.

41. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013.

The Company is committed to the protection of women against sexual harassment. The right to work with dignity are universally recognised human rights by international conventions and instruments such as Convention on the Elimination of all Forms of Discrimination against Women.

In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the NPR Group has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace.

Ms. Sarika Mehra (DIN-06935192), Executive Director & Company Secretary is the Presiding Officer of the Committee.

In the event of any sexual harassment at workplace, any woman employee of the NPR Group may lodge complaint to Ms. Sarika Mehra in writing or electronically through email at : smehra@nprfinance.com

42. Management's Discussion and Analysis

In accordance with the listing requirement, the Management's Discussion and Analysis forms part of this Report.

43. Acknowledgement

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors look forward to the continued support of all the stakeholders in the future and appreciate and value the contribution made by every member of the Company.

On Behalf of the Board of Directors Arun Charan Mukherji Chairman DIN-00063975 Place : Kolkata Dated : 27.05.2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Rs. in Lacs 2013-14 2012-13

Gross Profit before depreciation, interest and Tax 336.24 286.70

(Less) : Depreciation (76.29) (78.98)

(Less) : Interest (41.30) (95.12)

(Less) : Provision for Current Tax (94.70) (54.35)

Add/(Less) : Provision for Deferred Tax 24.07 17.48

Net Profit after tax 148.02 75.73

Add : Brought forward from previous year 1423.73 1363.01

Add/(Less) : Income Tax adjustment from earlier years (1.98) 0.14

Profit available for appropriation 1569.77 1438.88

APPROPRIATIONS

Statutory Reserve 29.60 15.15

Surplus Carried to balance sheet 1540.17 1423.73

Total 1569.77 1438.88

DIVIDEND

Profit after Tax for the Financial Year ended 31st March, 2014 has increased in comparison to Previous Year, however, such increase is by & large attributable to interest income on Inter Corporate Deposits Given. Company was forced to scale down the Vehicle Financing operation being Core Business Activity of the Company in view of stiff competition from Banks & other large market players and also to control the rising level of Non Performing Assets.

Further, Company has already obtained approval of shareholders in the previous Annual General Meeting of the Company to commence the activity of real estate development and undertaking construction projects for diversification and in view of the same, Board of Directors feel that it is necessary to conserve financial resources and internal accruals of the Company. Therefore, Board of Directors, in view of long term interest of shareholders has not recommended any dividend in respect of financial year under review.

DIRECTORS

Mr. Nand Lai Todi being Promoter Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Pawan Kumar Todi has been reappointed as the Managing Director for a period of five years effective from 1st November, 2014.

Further Ms. Sarika Mehra, Executive Vice-President & Company Secretary has been appointed as an Additional Director of the Company with effect from 28th July, 2014 and as such she is to hold office till the conclusion of the ensuing Annual General Meeting of the Company. Notice has been received from the member signifying her intention to propose Ms. Sarika Mehra as Executive Director and Company Secretary of the Company for a period of Five years from the conclusion of the ensuing Annual General Meeting.

The Board of Directors recommends her appointment as Executive Director and Company Secretary of the Company.

Re-appointment of Mr. Pawan KumarTodias Managing Director and appointment of Ms. Sarika Mehra as Executive Director and Company Secretary are subject to the approval of the shareholders at the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013 (new Act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 1st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years.

Presently, Shri Nitin Guha, ShriArun Charan Mukherji and Shri Rajendra Kumar Duggar are the Independent Directors of the Company. As per their existing terms of appointment, Mr. Rajendra Kumar Duggar is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

However, under the new Act and Clause 49 of listing agreement, they may be appointed afresh for a fixed period of up to 5 years. The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, marketing, administration, and other disciplines related to Company''s business. Keeping in view, the educational/ professional qualifications, working experience, expertise in line with Company''s business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years commencing from the conclusion of 25th Annual General Meeting of the Company.

The Company has received the notices in writing from members proposing the candidature of the above mentioned persons for the office of Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:-

i. that in the preparation of the Company''s Annua I Accounts for the period ended 31st March, 2014, the applicable Accounting Standards have been followed and there are no material departures;

ii. that the Directors have 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 Act forsafeguarding 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.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed fora period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on the Company''s website (www.nprfinance.com), as also on the Ministry of Corporate Affairs'' website.

LISTING

The equity shares continue to be listed on the BSE Limited (BSE) which has nation-wide terminals and therefore, shareholders/investors are not facing any difficulty in trading in the shares of the Company from any part of the country. The Company has paid the annual listing fee for the financial year 2014-15 to BSE Limited.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors'' Report and the certificate from the Company Secretary in whole time practice regarding compliance of condition of Corporate Governance is annexed to the said Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Management Discussion and Analysis forms part of this Report.

STATUTORYAUDITORS

M/s. R. P. Boobna&Co., Chartered Accountants of 209, A.J.C. Bose Road, "Karnani Estate", 2nd Floor, Room No. 87, Kolkata 700 017 retire from the office of the Auditors and being eligible offer themselves for re-appointment.

INDEPENDENT AUDITORS'' REPORT

Independent Auditors'' Report is self explanatory and hence does not require any further explanations.

COST AUDITORS

M/s. M.G Associates, Cost Accountants, having registered office at Mishra Niwas, Punjabi Para (Chitra), PO.-Radhanagar Road, Burnpur-713 325 retire from the office of the Cost Auditors and have been re-appointed at the Board Meeting to conduct Cost audit for the Financial Year 2014-2015.

In terms of Section 148 of the Companies Act, 2013 read with the Rules thereof, the remuneration payable to the Cost Auditors for the year ending 31st March, 2015 is being placed for ratification by the shareholders at the forthcoming Annual General Meeting.

PUBLIC DEPOSIT

Public Deposit as on 31st March, 2014 including interest accrued but not due was nil (Previous yearRs. 80.51 lacs) as the Company has repaid the entire Public Deposits including interest thereon on 20th March, 2014.

Further, the Company has surrendered Certificate of Registration to the Reserve Bank of India for conversion from Deposit taking Non Banking Financial Company (NBFC) to Non Deposit taking NBFC.

PRUDENTIAL NORMS FOR NBFC''s

Your Company has been complying with all the requisite norms prescribed by the Reserve Bankof India forincome recognition, accounting standards, capital adequacy, credit rating, provisioning & all other requirements.

PARTICULARS OF EMPLOYEES

The Company has no employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activity relating to conservation of energy and technology absorption in terms of Section 217 (1) (e) of the Companies Act, 1956. The Company does not have Foreign Exchange earnings and outgo during the financial year under review.

GREEN INITIATIVE

To support the ''Green Initiative'' in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with M/s. Niche Technologies Private Ltd, if shares are held in physical mode or with their DP, if the holding is in electronic mode.

Electronic Copies of the Annual Report 2014 and Notice of the 25th Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). For members who have not registered their email address, physical copies of theAnnual Report 2014and Notice of the 25th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send their request to Ms. Sarika Mehra, Director & Company Secretary of the Company.

The Company is providing e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Company''s (Management and Administration) Rules, 2014. The instruction for e-voting is provided in the notice.

ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Financial Institutions, Banks and stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels. The Directors look forward to their continued support in future.

Place : Kolkata ON BEHALF OF THE BOARD OF DIRECTORS

Dated : 28- July, 2014 ARUN CHARAN MUKHERJI

Chairman DIN :- 00063975


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS:

Rs. in Lacs 2012-13 2011-12

Gross Profit before depreciation, interest and Tax 286.70 381.13

(Less) : Depreciation (78.98) (81.86)

(Less) : Interest (95.12) (191.65)

(Less) : Provision for Current Tax (54.35) (58.05)

Add/(Less) : Provision for Deferred Tax 17.48 29.52

Net Profit after tax 75.73 79.09

Add : Brought forward from previous year 1,363.01 1300.97

Add : Income Tax adjustment from earlier years 0.14 (1.23)

Profit available for appropriation 1,438.88 1378.83

APPROPRIATIONS

Statutory Reserve 15.15 15.82

Surplus Carried to balance sheet 1,423.73 1363.01

Total 1,438.88 1378.83

OPERATIONS

The Company has made a net profit of Rs. 75.73 lacs against Rs. 79.09 lacs registered in the previous year. Such reduction is by & large attributable to lower disbursement of Rs. 8.53 Crores registered in F.Y. 2012-2013 against disbursement of Rs. 27.02 Crores registered in previous Financial Year.

eDIVIDEND

Keeping in view low profit & need to conserve financial resources, the Directors are unable to recommend any dividend in respect of the financial year under review.

DIRECTORS

Mr. Arun Charan Mukherji and Mr. Nitin Guha, Directors of the Company retire by rotation at the ensuing Annual General

Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm :-

i. that in the preparation of the Company''s Annual Accounts for the period ended March 31, 2013, the applicable Accounting Standards have been followed and there are no material departures;

ii. that the Directors have 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 Act for 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.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors'' Report and the certificate from the Company Secretary in whole time practice regarding compliance of condition of Corporate Governance is annexed to the said Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Management''s Discussion and Analysis forms part of this Report.

AUDITORS

M/sR. P. Boobna&Co., Chartered Accountants of 209, A. J. C. Bose Road, "Karnani Estate", 2"" Floor, Room No. 87, Kolkata - 700 017 retire from the office of the Auditors and being eligible offer themselves for re-appointment.

AUDITORS'' REPORT

Auditor''s Report is self explanatory and hence does not require any further explanations.

PUBLIC DEPOSIT

Total Public Deposit as on 31 *> March, 2013 after taking into account interest accrued but not due stood at Rs. 80.51 lacs (previous year Rs. 400.82 lacs). As on 31st March, 2013, there were 19 deposits aggregating to Rs. 3.59 lacs which matured but remaining unclaimed by the depositors out of which 7 deposits aggregating to Rs. 2.17 lacs have already been paid. For the remaining deposits, steps are continuously been taken to arrange for repayment.

PRUDENTIAL NORMS FOR NBFCs

Your Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning & all other requirements.

PARTICULARS OF EMPLOYEES

The Company has no employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activity relating to conservation of energy and technology absorption in terms of Section 217 (1) (e) of the Companies Act, 1956. The Company does not have Foreign Exchange earnings. Foreign Exchange outgoing during the financial year under review was Rs. 0.90 Lacs.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep sense of gratitude to the banks, financial institutions, customers and business associates for their continued co- operation and support. Your directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the confidence and faith shown by the members of the Company.

Place : Kolkata ON BEHALF OF THE BOARD OF DIRECTORS

Dated : 29* May, 2013 ARUN CHARAN MUKHERJI

Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 23rd Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS:

Rs in Lacs 2011-12 2010-11

Gross Profit before depreciation,

interest and Tax 381.13 311.19

(Less): Depreciation (81.86) (82.85)

(Less): Interest (191.65) (194.38)

(Less): Provision for Current Tax (58.05) (40.31)

Add/(Less): Provision for Deferred Tax 29.52 30.61

Net Profit after tax 79.09 24.26

Add : Brought forward from

previous year 1,300.97 1,287.46

Add : Income Tax adjustment

from earlier years (1-23) (5.89)

Profit available for appropriation 1,378.83 1,305.83

APPROPRIATIONS

Statutory Reserve 15.82 4.86

Surplus Carried to balance sheet 1,363.01 1,300.97

Total 1,378.83 1,305.83

OPERATIONS

The Company has made a net profit of Rs. 79.09 lacs against 124.26 lacs registered in the previous year despite higher write- offs. Such increase is by & large attributable to increase in gross income from financing operation by 15% and increase in income from power generation by 14%.

DIVIDEND

Keeping in view the low profit, the Directors are unable to recommend any dividend in respect of the financial year under review.

DIRECTORS

Mr. Nand Lai Todi and Mr. Rajendra Kumar Duggar, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers them self for re-appointment.

Further Mr. Debiprasad Chatterjee resigned from the office of directorship on 5m April, 2012 as he was unable to continue as a Director of the Company and Board hereby records its appreciation of the service and advices rendered by him during tenure of his office.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm:-

i. that in the preparation of the Company's Annual Accounts for the period ended March, 31, 2012, the applicable Accounting Standards have been followed and there are no material departures;

ii. that the Directors have 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 Act for 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.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors' Report and the certificate from the Company Secretary in whole time practice regarding compliance of condition of Corporate Governance is annexed to the said Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Management Discussion and Analysis forms part of this Report.

AUDITORS

M/s. L. N. Todi & Co. , Chartered Accountants of Hudco Niwas, 15N, Nelie Sengupta Sarani ( Lindsay Street), 4th Floor, Room No. 4, Kolkata- 700 087, who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting. They have not offered themselves for re-appointment as Auditors of the Company for the Financial Year 2012-2013 as their partnership firm is in process of merger with M/s. R. P. Boobna & Co., Chartered Accountants of 209, A.J.C.Bose Road, Karnani Estate, 2nd Floor, Room No. 87, Kolkata-700 017 and post merger, the partner(s) of M/s. L. N. Todi & Co. will become partners of M/s. R. P. Boobna & Co. only. Since the merger is likely to be affected any time after ensuring Annual General Meeting, it is therefore advisable, to appoint M/s. R. P. Boobna & Co. only as Statutory Auditor instead of M/s. L. N.Todi & Co. as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, in place of M/s. L. N. Todi & Co., the retiring Auditors of the Company.

M/s. R. P. Boobna & Co., Chartered Accountants, have expressed their willingness for appointment as the Statutory Auditors and confirmed that their appointment, if made, will be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956, and they are not disqualified for appointment within the meaning of Section 226 of the Companies Act, 1956.

AUDITORS' REPORT

Auditor's Report is self explanatory and hence does not require any further explanations.

PUBLIC DEPOSIT

Total Public Deposit as on 31st March, 2012 after taking into account interest accrued but not due stood at Rs. 400.82 lacs (previous year Rs. 377.35 lacs). As on 31st March, 2012, there were 17 deposits aggregating to Rs. 17.43 lacs which matured but remained unclaimed by the depositors out of which 14 deposits aggregating to Rs. 17.16 lacs have already been paid/ renewed. For the remaining deposits, steps are continuously been taken to arrange for repayment/renewals.

Further, the Board of Directors of the Company have resolved to stop accepting / renenewing public deposits and is currently making repayments of deposits according to maturity schedule.

PRUDENTIAL NORMS FOR NBFCs

Your Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning & all other requirements.

PARTICULARS OF EMPLOYEES

The Company has no employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no activity relating to conservation of energy and technology absorption in terms of Section 217 (1) (e) of the Companies Act, 1956. The Company has Foreign exchange earnings of Rs. 1.14 lacs and no Foreign exchange outgo during the financial year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep sense of gratitude to the banks, financial institutions, customers and business associates for their continued co-operation and support. Your directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the confidence and faith shown by the members of the Company.

Place : Kolkata ON BEHALF OF THE BOARD OF DIRECTORS

Dated : 30.05.2012 NAND LAL TODI

Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report of the Company together with Audited Accounts for the year ended 31st March,2010.

Rs. in Lacs FINANCIAL RESULTS 2009,10 2008,09

Gross Profit before

depreciation, Interest

and Tax 303.47 331.99

(Less). Depreciation (117.43) (100.31)

(Less): Interest (081-21) (213.61)

(Less): Provision for

Current tax (36.67) (30.38)

Add/(Less): Provision for

Deferred Tax 53.30 38.23

(Less): Provision for

Fringe Benefit Tax (0.00) (3.34)

Net Profit after tax 21.46 22.58

Add : Brought forward from

previous year 1367.89 1365.89

Add . Income Tax adjustment of

earlier years 2.17 0.68

(Less) : Depreciation adjustment

of earlier years (99.76) (16.74)

Profit available for appropriation 1291,76 1372.41

APPROPRIATIONS

Statutory Reserve 4.30 4.52

Surplus Carried to balance sheet 1287.46 1367 89

Total 1291.76 1372.41

OPERATIONS

The Company has made a net profit of Rs. 21.46. lacs against Rs 22.58 lacs registered in the previous year The fall in profit is largely attributable to writing off non performing assets of cases financed in Gujarat in earlier years.

DIVIDEND

Keeping in view the low profit, the Directors have not made recommendation for declaration of dividend in respect of the financial year under review.

DIRECTORS

Mr. Nand Lal Todi and Mr. Debiprashad Chatterjee, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm

i. that in the preparation of the Companys Annual Accounts for the period ended March, 31, 2010, the applicable Accounting Standards have been followed and there are no material departures;

ii. that the Directors have 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 Act for 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.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors Report and the certificate from the Company Secretary in whole time practice regarding . compliance of condition of Corporate Governance is annexed to the said Report.

Place :Kolkata Dated :28th May,2010 For and on behalf of the Board of Directors Arun Charan Mukherjee Chairman


Mar 31, 2009

The Directors have pleasure in presenting the 20th Annual Report of the Company together with Audited Accounts for the year ended 31 March, 2009.

FINANCIAL RESULTS Rs in Lacs

2008-09 2007-08

Gross Profit before

depreciation, Interest

and Tax 331.99 391.42

(Less): Depreciation (100.31) (97.58)

(Less) : Interest (213.61) (268.47)

(Less): Provision for

Current tax (30-38) (20.84)

Add/(Less): Provision for

Deferred Tax 38.23 52.79

(Less) : Provision for

Fringe Benefit Tax (3.34) (3.24)

Net Profit after tax . 22.58 54.08

Add : Brought forward from

previous year 1365.89 1322.63

Add : Income Tax adjustment of

earlier years 0.68 0.00

(Less): Depreciation adjustment

of earlier years (16.74) 0.00

Profit available for appropriation 1372.41 1376.71

APPROPRIATIONS

Statutory Reserve 4.52 10.82

Surplus Carried to balance sheet 1367.89 1365.89

Total 1372.47 1376.71

OPERATIONS

The Company has made a net profit of Rs. 22.58 lacs against Rs. 54.08 lacs registered in the previous year. The fall in profit mainly on account of reduction in income from financing & money changing operation as explained in Management Discussion & Analysis forming part of the report.

DIVIDEND

Keeping in view the low profit, the Directors have not declared any dividend in respect of the financial year under review.

DIRECTORS

Mr. Arun Charan Mukherjee and Mr. Nitin Guha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The tenure of the office of the Managing Director held by Mr. Pawan Kumar Todi, will expire on 31st October, 2009. His re-appointment as Managing Director for a further period of five years is approved by the Board of Directors of the Company in the meeting held on 30th June, 2009 on the basis of recommendation of the Remuneration Committee subject to the approval of Members of the Company in the 20" Annual General Meeting of the Company on the terms and conditions as mentioned in the item No. 5 of the Notice convening the Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm

i. that in the preparation of the Companys Annual Accounts for the period ended March, 31, 2009, the applicable Accounting Standards have been followed and there are no material departures;

ii. that the Directors have 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 Act for 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.

CORPORATE GOVERNANCE REPORT

Your Company has been complying with ail the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors Report and the certificate from the Company Secretary in whole time practice regarding compliance of condition of Corporate Governance is annexed to the said Report.

MANAGEMENTS DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Managements Discussion and Analysis forms part of this Report.

AUDITORS

M/s. L. N. Todi & Co. , Chartered Accountants of Hudco Niwas, 15N , Nelie Sengupta Sarani (Lindsay Street), 4,th Floor, Room No. 4, Kolkata- 700 087 retire from the office of the Auditors and being eligible offer themselves for re-appointment.

AUDITORS REPORT

Auditors Report is self explanatory and hence does not require any further explanations.

PUBLIC DEPOSIT

Total Public Deposit as on 31st March, 2009 after taking into account interest accrued but not due stood at Rs. 315.29 lacs (previous year Rs 419.23 lacs). As on 31st March, 2009, there were 38 deposits aggregating to Rs. 9.18 lacs which matured but remaining unclaimed by the depositors out of which 17 deposits aggregating to Rs. 4.92 lacs have already been paid/renewed. For the remaining deposits, steps are continuously been taken to arrange for repayment/renewals.

PRUDENTIAL NORMS FOR NBFCS:

Your Company has been complying with all the requisite norms prescribed by the Reserve Bank of India for income recognition, accounting standards, capital adequacy, credit rating, provisioning & all other requirements.

PARTICULARS OF EMPLOYEES:

The Company has no employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has no activity relating to conservation of energy and technology absorption in terms of Section 217 (1) (e) of the Companies Act, 1956. The Company has Foreign exchange earnings of Rs. 0.24 lacs and no outgoing during the financial year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their deep sense of gratitude to the banks, financial institutions, customers and business associates for their continued co- operation and support. Your directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the confidence and faith shown by the members of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

ARUN CHARAN MUKHERJEE Chairman

Place : Kolkata Dated : 30th June, 2009

 
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