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Directors Report of Paisalo Digital Ltd.

Mar 31, 2018

Board’s Report

TO

THE MEMBERS OF PAISALO DIGITAL LIMITED

The Board of Directors have pleasure in presenting the 26th Board''s Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2018.

Financial Highlights

The standalone financial performance of the Company for the Financial Year 2017-18 is summarized below:

Rs, in Million)

Particulars

2017-18

2016-17

Total Income

2,874.96

2,495.18

Less: Expenditure

879.86

835.61

Profit Before Depreciation, Financial Cost & Tax (PBDIT)

1,995.10

1,659.57

Less: Financial Cost

1,147.62

883.75

Profit Before Depreciation & Tax (PBDT)

847.48

775.82

Less: Depreciation

4.26

3.96

Profit Before Tax (PBT)

843.22

771.86

Less: Tax Expenses

274.72

258.95

Net Profit After Tax (PAT)

568.50

512.91

Add: Profit b/f from the Previous Year

15.97

30.73

Profit Available for Appropriation

584.47

543.64

Dividend Including Tax

45.53

45.53

Provision for Standard Assets

19.28

14.52

Expenditure on CSR Activities

14.50

15.04

Transfer to General Reserve

380.00

350.00

Transfer to Reserve Fund (RBI Act)

113.70

102.58

Balance Carried to Balance Sheet

11.46

15.97

The Company has posted a profit after tax (PAT) of ''568.50 Million for FY 2017-18 as compared to a PAT of ''512.91 Million for FY 2016-17.

Subsidiary

Nupur Finvest Private Limited, a registered Non Deposit taking Non-Banking Finance Company, is the only Subsidiary Company, of which the Company owns one hundred percent shares.

Nupur Finvest Private Limited is engaged in business to provide MSME and income generation loans for self employment purpose. At the year ended March 31, 2018, the net worth of the Company stood at ''531.80 Million. During the reporting period the subsidiary reported a gross income of ''310.52 Million and Profit Before Tax (PBT) and Profit After Tax (PAT) at ''46.00 Million Lakhs and ''30.79 Million respectively.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including applicable Accounting Standard on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2017-18. Consolidated Turnover was ''3043.55 Million as against ''2665.42 Million in the previous year.

Review of Operations

The Company is providing a number of financial products like Business Loans, SME & MSME Loans, Income Generation Loans for business/self-employment purpose. During the year under review Company has posted 18.035% increase in the total finance business of the Company.

Disbursements

During the Financial Year 2017-18, total disbursements (including figures of Subsidiary) reached to ''I7655.29IMillion. The Company is focusing to maintain the asset quality of its loan portfolio without compromising the risk profile.

Number of Customers

Total Customers outreach stood at 878682 being increased by I3.30 % as compared to previous year.

Net Worth and Capital to Risk Adjusted Ratio (CRAR)

The Net Worth of the Company increased to Rs,6034.90 Million as on March 3I, 20I8 from Rs,5524.I0 Million as on March 3I, 20I7. The Capital to Risk Adjusted Ratio (CRAR) stood at 3I.67% as on March 3I, 20I8 as against 38.08% as on March 3I, 20I7 which is much above the requirement as stipulated by Reserve Bank of India.

Dividend

Your Board is pleased to recommend a final dividend of Rs,I/- (Rupee One only) per share i.e. I0% on each fully paid equity share of Rs, I0/- (Rupees Ten Only) for Financial Year 20I7-I8.

Pursuant to the provisions of Section I24 (5) of the Companies Act, 20I3, Interim/Final dividend for the Financial Year 2009-I0 and 20I0-II amounted to Rs,30,029/- and Rs,I,0I,929/- respectively, which were unpaid and unclaimed for a period of 7 years from the date it was lying in the unpaid dividend account has been transferred by the company to the Investor Education and Protection Fund (IEPF) of the Center Government.

Fixed Deposits

Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

Launch of New App

"India is getting digital, so are we”, keeping this aphorism in mind your Company launched the App "PAISALO” in view to ease of finance and to eliminate the presence of the middle-man and to reduce corruption.

Through this mobile app any person who is in need of small finance can conveniently apply and borrow the amount ranging from Rs, I0,000 to ''50,000 from their digital device.

This app can be downloaded from Google Play Store and is available in two languages i.e. Hindi and English while availability in additional key regional languages will be part of our future growth strategy.

Name Change

Being a Non Deposit Accepting Systemically Important Non Banking Finance Company (ND-SI-NBFC) is engaged in the finance business and with the change of use of technology in the Company''s business and moving towards digitalized path, the Company w.e.f. January I2, 20I8, has changed its name from S. E. INVESTMENTS LIMITED to PAISALO DIGITAL LIMITED which in itself reflects the operations of the Company with its way of operation (finance with the use of digital platform). Further, your Board assures you that with the new name "Paisalo Digital Limited ” the Company is and will always remain true to its motto -H.Hid.hy ^tf:" "Money is trust property of society”.

To celebrate this moment of name change and change of Company scrip ID/code on the Stock Exchanges, an Opening Bell Ceremony was organised at NSE Mumbai on January 24, 20I8.

Scheme of Amalgamation of Agarwal Meadows Private Limited into the Company

The Board of Directors of the Company, in their meeting held on February 23, 20I8, has approved the Scheme of Amalgamation of Agarwal Meadows Private Limited into Paisalo Digital Limited, pursuant to such Scheme, if approved by the National Company Law Tribunal and Other Authorities, all the assets and liabilities of Agarwal Meadows Private Limited will be transferred and vested in the Company with effect from December 3I, 20I7, being Appointed Date for the purpose the Scheme and the Company will issue 59I8 fully paid-up equity share of ''I0/- each for every I00 equity shares of Agarwal Meadows Private Limited of '' I00/- each as consideration to the shareholders of Agarwal Meadows Private Limited

As on the date of this Board''s Report the Scheme has been submitted to the Stock Exchanges for their Observation Letter/ NOC and after getting the NoC from Stock Exchange company will submit the same to NCLT for its approval.

Issue of Unlisted Unsecured Non-Convertible Debentures

During the year under review, Company has raised ''280 Million through issue of Unlisted Unsecured I2% Non-Convertible Debentures of '' I0.00 Million each on private placement basis.

Directors and Key Managerial Personnel Change in Directors or KMP

The following changes took place in the composition of Board of Directors during the year under review:

Mr. Gauri Shankar was introduced on Board of the Company as an Additional Independent Director of the Company w.e.f. July 22, 20I7. Further on September 26, 20I7 in the 25th Annual General Meeting of the Company his appointment was regularized and was appointed as the Independant Director of the Company for the term of the five years effective from July 22, 20I7.

Mrs. Bhama Krishnamurthy was introduced on the Board as the Additional Woman Independent Director w.e.f November 25, 20I7.

On November 25, 2017 Mr. Brij Lal Goel, Mrs. Anshu Gupta and Dr. Arun Gopal Agarwal resigned from the office of the Director of the Company.

The Board of the Company has appointed Mr. Anoop Krishna as an Additional Director of the Company w.e.f February 23, 20I8.

Further on April I2, 20I8, The Board of the Company has appointed Mr. Sunil Srivastava as an Additional Independent Director of the Company.

Other than that no other change took place in the Board of Directors of the Company. Appointment/Reappointment of Directors or KMP

In terms of Section I52 of Companies Act, 20I3, Mr. Harish Singh is liable to retire by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.

Board of Directors in their Meeting held on January 30, 20I8 and May 2, 20I8 has reappointed Mr. Sunil Agarwal as Managing Director for further term of 5 years effecting from February 20, 20I8 and Mr. Harish Singh as Executive Director for further term of 5 year effecting from August I, 20I8, respectively and their such reappointment is proposed to be ratified in the upcoming Annual General Meeting.

Since the date of 25th Annual General Meeting of the Company, The Board of Directors has appointed Mrs. Bhama Krishnamurthy as Additional Independent Director, Mr. Anoop Krishna as Additional Professional Director and Mr. Sunil Srivastava has been appointed as Additional Independent Director of the Company to hold the office till the date of forthcoming Annual General Meeting. Keeping in the view the good experience, knowledge and expertise of all these Additional Directors in Banking Industry, Board believes that their association with the Company will be in the interest of the Company and will benefit the Company in its endeavours. Accordingly, Board recommends the appointment of Mrs. Bhama Krishnamurthy, Sunil Srivastava as Independent Director and Mr. Anoop Krishna as Professional Director in the forthcoming Annual General Meeting of the Company.

Number of Board Meetings

During the Financial Year 20I7-I8, Board of Directors met 8 times on April 28, 20I7, July 22, 20I7, August 23, 20I7, October 27, 2017, November 25, 2017, January 30, 2018 and February 23, 2018 (2:00 pm and 4:00 pm).

Declaration of Independence by Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with Section I49(7) of the Companies Act, 20I3, that he/she meets the criteria of independence as laid out in sub-section (6) of Section I49 of the Companies Act, 20I3 and Listing Regulation.

Policy on Directors Appointment and Remuneration

The Company strives to maintain an appropriate combination of Executive, and Independent Directors subject to a minimum of 3 (three) and maximum of 15 (fifteen) Directors, including at least one woman Director.

The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 20I3, listing agreement and other applicable regulations or guidelines. All the Board appointments are based on meritocracy.

The potential candidates for appointment to the Board are inter-alia evaluated on the basis of personal and professional ethics, standing, integrity, values and character; appreciation of the Company''s vision, mission, values; prominence in business, institutions or professions, professional skill, knowledge and expertise, financial literacy and such other competencies and skills as may be considered necessary.

In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 20I3, Listing Regulation, guidelines issued by RBI and other applicable regulations or guidelines. In case of re-appointment of Directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level.

The Company has Remuneration Policy for Directors, KMPs and other employees, which is reviewed by the Board of Directors of the Company, from time to time. The policy represents the overarching approach of the Company for the remuneration of Directors, KMPs and other employees.

Board’s Responsibility Statement

Pursuant to the requirement under Section I34(3)(c), read with Section I34(5) of the Companies Act, 20I3 with respect to Board''s Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March, 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

b) 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 and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20I3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Auditors & Audit Reports Statutory Auditor & Audit Report

M/s Mukesh Kumar & Co, Chartered Accountants, have been appointed as Statutory Auditor of the Company in its 25th Annual General Meeting held on September 26, 2017 for 3 years, subject to annual ratification. Accordingly Board of Directors recommends the ratification of appointment of Statutory Auditor of the Company.

The observations of Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further explanation. The Auditors of the Company have not given any adverse remarks or disclaimers in the report.

Secretarial Auditor and Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act, 20I3 and as a measure of good Corporate Governance practice, the Company in its Board Meeting held on January 30, 20I8 has appointed CS Satish Kumar Jadon, Practicing Company Secretary, as its Secretarial Auditor to conduct secretarial audit of the Company for financial year ended March 31, 2018. The Report of Secretarial Auditor for financial year ended March 31, 2018, being a part of this Board''s Report is enclosed herewith as Annexure A. The Report of Secretarial Auditor is self-explanatory and no explanation is required thereon from the Board of Directors of the Company.

Fraud reported by auditors under Section 143(12) other than those which are reported to the Central Government

Pursuant to provisions of Section I43(I2) of the Companies Act, 20I3, the Auditors of the Company have not reported about any fraud, which is being or has been committed in the Company by its officers or employees.

Particulars of Loans, Guarantees or Investments Under Section 186 of Companies Act, 2013

Being RBI registered Non-Banking Finance Company, in terms of Section 186(I I) of the Companies Act, 2013 the provisions of Section I86, except Sub-Section I of the said Section, shall not apply on the Company, hence disclosure under Section I34 (3) (g) of the Companies Act, 20I3, of particulars of the loans given, investments made or guarantees given or securities provided under Section I86 of the Companies Act, 20I3 is not applicable to the Company.

Related Party Transactions

During the year under review, transactions entered into with Related Parties, as defined under Companies Act, 2013 and SEBI (LODR) Regulations, 20I5, were in the ordinary course of business and at an arm''s length pricing basis, and do not attract the provisions of Sections I88 of the Companies Act, 20I3. Related party transactions under the ordinary courcse of business are disclosed in the Note no. 30 of the financial statement.

The details of the transactions with Related Parties were placed before the Audit Committee for its prior approval, from time to time.

Policy on materiality of related party transactions and on dealing with related party transactions is displayed on the website of the Company at www.paisalo.in.

Material Changes and Commitments, if any, Affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company and date of this Board''s Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business undertaken by the Company during the year under review, the particulars pursuant to Section I34 (3) (m) of the Companies Act, 20I3 read with Rule 8 of the Companies (Accounts) Rules, 20I4, to the extent applicable, are as follows:

- Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption have not been furnished.

- Foreign Exchange earnings for the Company during the financial year under review was nil and Company''s Foreign Exchange outgo during the financial year under review was ''0.20 million.

Corporate Social Responsibility

In accordance with the provisions of Section I35 of the Companies Act, 20I3 read with rules made thereunder, Company has constituted a Corporate Social Responsibility Committee, which framed a Board approved CSR Policy for the Company, and the same is available on the website of the Company. CSR Policy of the Company has vision to make concrete efforts towards providing preventive health care, sustainable development of green environment and welfare of animal.

For the financial year 2017-18 the Company has decided to undertake its CSR activities through a registered trust a Company not for profit, which is engaged to develop start-ups in the space of Agribusiness and Technology domains and rural health care initiatives. Composition of CSR Committee as disclosed in Corporate Governance Section of this Annual Report as part of Board''s Report and other details as required under Companies Act, 20I3 is as annexed with this Report as Annexure B.

Details of Significant and Material Orders Passed by the Regulator or Courts or Tribunal Impacting the Going Concern Status and Company’s Operation in Future

There is no order passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Risk Management Policy

Non-Banking Finance Companies (NBFCs) form an integral part of Indian financial system. NBFCs are required to ensure that a proper framework on Risk Management System is formulated and put in place. For this purpose Company, in addition to Audit Committee, has constituted Assets Liability Management Committee and Risk Management Committee to facilitate the Board to address the risk associated with the business of the Company and developed and implemented a risk management policy to ensure sustainable business growth with stability and promote a proactive approach in reporting, evaluating and resolving risks associated with the Company''s business. The Policy also highlights the functions, responsibilities and role of the Committees and Board to address the risks associated with the Company and to mitigate/ reduce the impact of the risk on the Company.

The Company follows a disciplined risk management process and takes business decisions with balanced risk-reward paradigm. Internal Financial Control

Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information.

The internal financial controls with reference to the Financial Statements are adequate, in the opinion of the Board of Directors.

The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. A firm of Chartered Accountants has been engaged by the Company for conducting internal audit, to examine and evaluate the adequacy and effectiveness of internal financial control system of the Company.

Internal Financial Control System of the Company is modified continuously in accordance with the dynamic changes in the business conditions and to comply with the applicable laws, regulations, statutory and accounting requirements.

Human Resources

Company''s industrial relations continued to be harmonious during the period under review.

Your Company strives to provide the best work environment with ample opportunities to grow and explore. Healthy, cordial and harmonious industrial relations have been maintained by the Company at all levels.

Information required under Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013

The Company has a policy against sexual harassment and process for dealing with complaints of harassment or discrimination in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Directors further state that during the year under review there was no case filed pursuant to the sexual harassment of women at workplace (Prevention Prohibition and Redressal) Act, 20I3.

Disclosures as per the Provision of Section 197 (12) of Companies Act, 2013

Information in accordance with provisions of Section, I97(I2) of the Companies Act, 20I3 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 are forming part of this report as Annexure C. The statement containing particulars of employees as required u

under Section I97 (I2) of the Companies Act, 20I3 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnal) rule 20I4 may be obtained by the members by the writing to the Company Secratary of the Company.

Credit Rating

Infomerics Valuation and Rating Pvt. Limited vide its letter dated March 26, 20I8, has assigned IVR A/Stable outlook rating to company''s fund based Bank facilities for an amount of ''9,900.00 Million

Further, M/s India Ratings & Research Private Limited (A Fitch Group Company) through its letter dated July 25, 20I7 has assigned following rating to Company''s instruments:

i) Long Term Banks Loans Limit of ''8,000.00 million (increased from ''6,500.00 million): Rating IND A-, Outlook-Positive; i) Long Term Debenture aggregating to ''1,000 million: Rating-IND A-, Outlook -Positive.

Compliance of Reserve Bank of India Guidelines

The Company always adheres to comply with applicable provisions of prudential norms, rules, regulations and guidelines issued by Reserve Bank of India for Non Banking Financials Companies.

Timely Repayment of Loan Liabilities

During the year under review, the Company has duly serviced all its debts obligations in time.

Extracts of Annual Return

Pursuant to section 92(3) of the Companies Act, 20I3 and Rule I2(I) of the Companies (Management and Administration) Rules, 20I4, Extracts of Annual Return in the form MGT-9 is annexed herewith as integral part of this Report as Annexure D.

Management Discussion and Analysis of Financial Conditions

An analysis of the financial conditions and results of operations of the Company for the year under review, has been represented in the Annual Report as a separate section on Management Discussion and Analysis as an integral part of this Annual Report.

Corporate Governance

Your Company strives to ensure that the best corporate governance practices are identified, adopted and consistently followed. It is ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. Your Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. Your Company gives prime importance to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.

The report on corporate governance forms an integral part of this report and is set out as separate section to this Annual Report.

Detailed compliance with the provisions of Listing Regulation for the Finance Year 2017-18 along with Certificate of Compliance from the Statutory Auditor, has been mentioned in the Corporate Governance Report Section of this Report which is annexed herewith as Annexure E.

Performance of the Board of Directors, Its Committees and Individual Directors

Mounting stakeholders'' expectations, challenges faced by the Companies to operate under fluctuating economic conditions and increased regulatory requirements have brought the quality of performance of the Board of Directors under greater scrutiny. The Board of Directors have recognised that it would be important for them to continually assess how effectively they are performing their roles against the objectives and the goals they have set for themselves. This growing recognition has resulted in Board''s evolutions as a critical structural tool for assessing Board''s effectiveness and efficiency.

Considering the above facts and in light of the Company''s performance, the performance of the Board of Directors and their committees, along with performance of individual Directors is reviewed and evaluated from time to time by Nomination and Remuneration Committee and the Board of Directors through various manner like discussion with Directors, seeking views of one Director from other Directors, inputs from the Directors through structured questionnaires covering the various aspects of the Board functioning such as adequacy of composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, participation of Directors in the various matters, skill and knowledge of individual Director and independence of judgement, contribution towards development of the strategy, risk management. The Directors expressed satisfaction with the evaluation process. The performance of the Directors individually and collectively and performance of the committees are found satisfactory.

With the spirit of wealth creation for the stakeholders of the Company, your Directors are committed to give their efforts towards the development of the Company.

Independent Directors also reviewed the performance of the Board as a whole and assessed the quality and timeliness of the flow of the information between the Company Management and Board.

Acknowledgments

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Your Directors wish to place on record their gratitude for the valuable assistance and co-operation extended to the Company by Banks, Government Authorities, Customers, Shareholders of the Company and we are looking forward to their continued support and co-operation in future.

Date : May 2, 2018 For & on behalf of the Board of Directors

Place : New Delhi of Paisalo Digital Limited

Sd/- Sd/-

(Sunil Agarwal) (Harish Singh)

Managing Director Executive Director

DIN : 00006991 DIN : 00039501


Mar 31, 2017

Dear Members

The Board of Directors have pleasure in presenting the 25th Directors'' Report of the S. E. Investments Limited (The "Company") together with the Audited Financial Statements for the year ended March 31, 2017.

Financial Highlights

The standalone financial performance of the Company for the year ended 2016-17 is summarized below:

(Rs, in Lakhs)

Particulars

2016-17

2015-16

Total Income

24,951.77

19,336.69

Less: Expenditure

8,356.05

5,945.89

Profit before Depreciation, Financial Cost & Tax (PBDIT)

16,595.72

13,390.80

Less: Financial Cost

8,837.49

6,487.43

Profit before Depreciation & Tax (PBDT)

7,758.23

6,903.37

Less: Depreciation

39.62

43.51

Profit Before Tax (PBT)

7,718.61

6,859.86

Less: Tax Expenses

2,589.46

2,346.72

Net Profit After Tax (PAT)

5,129.15

4,513.14

Add: Profit b/f from the previous year

307.30

350.23

Profit Available for Appropriation

5,436.45

4,863.37

Dividend Including Tax

455.38

455.38

Provision for Standard Assets

145.18

68.06

Expenditure on CSR Activities

150.35

180.00

Transfer to General Reserve

3,500.00

2,700.00

Transfer to Reserve Fund (RBI Act)

1,025.83

902.63

Transfer to Capital Redemption Reserve

-

250.00

Balance Carried to Balance Sheet

159.71

307.30

The Company has posted a profit after tax (PAT) of Rs. 5,129.15 Lakhs for FY 2016-17 as compared to a PAT of Rs. 4,513.14 Lakhs for FY 2015-16.

Financial Cost for the year increased by 36.22 % to Rs. 8,837.49 Lakhs from Rs. 6,487.43 Lakhs in the last year. Review of Operations

The Company is providing a number of financial products like Business Loans, SME & MSME Loans, Income Generation Loans and easy EMI finance scheme which are expected to take the growth of the Company to a higher level.

Disbursements

During the financial year 2016-17, total disbursements (including figures of Subsidiary) reached to Rs. 1,48,201.34 Lakhs. The Company is focusing to maintain the asset quality of its loan portfolio without compromising the risk profile.

Number of Customers

Total Customers outreach stood at 7,74,190 being increased by 9.16 % as compared to previous year.

Net Worth and Capital to Risk Adjusted Ratio (CRAR)

The Net Worth of the Company increased to Rs.55,241 Lakhs as on March 31, 2017 from Rs.50514 Lakhs as on March 31, 2016. The Capital to Risk Adjusted Ratio (CRAR) stood at 38.08% as on March 31, 2017 as against 41.69 % as on March 31, 2016 which is much above the requirement as stipulated by Reserve Bank of India and is one of the best in the industry.

Dividend

Keeping in mind the overall performance and the outlook of your Company, for the financial year 2016-17, your Board is pleased to recommend a dividend of Re. 1/- (Rupee One only) per equity share i.e. 10% on each Equity Share of Rs. 10/- (Rupees Ten only). The dividend would be paid to all the shareholders, whose names appear in the Register of Members/ Beneficial Holders list on the Book Closure/Record date as decided by the Board.

Fixed Deposits

Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

Directors and Key Managerial Personnel

Change in Directors or KMP

The Board of Directors of the Company is duly constituted. During the year under review, Mr. Sachin Agarwal has resigned from the Directorship of the Company w.e.f. May 6, 2016 other than that no other change took place in the composition of Board of Directors of the Company.

During the financial year 2016-17, w.e.f. January 24, 2017 Mr. Vishal Sharma has ceased to be Company Secretary of the Company due to his resignation and w.e.f. January 25, 2017 Mr. Manendra Singh has been appointed as Company Secretary of the Company by the Board of Directors.

Appointment/ Reappointment of Directors

In terms of Section 152 of Companies Act, 2013, Dr. Arun Gopal Agarwal (DIN: 00374421), Non-Executive Non Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.

Mr. Gauri Shankar having a rich experience of banking industry, has been appointed as an Additional Independent Director on the Board w.e.f. July 22, 2017 to hold office till the date of forthcoming Annual General Meeting of the Company. Now the Board believes that the knowledge and expertise of Mr. Gauri Shankar will benefit the Company in its endeavors and in the opinion of the Board his continuous association will be in the interest of the Company. Accordingly, Board recommends his appointment as an Independent Director for five consecutive years in the forthcoming Annual General Meeting of the Company.

Number of Board Meeting

During the financial year 2016-17, Board of Directors met 7 times on May 7, 2016, August 13, 2016, September 8, 2016, September 17, 2016, October 22, 2016, January 25, 2017 and February 4, 2017.

Declaration of Independence by Independent Directors

Declaration have been given by all the Independent Directors of the Company confirming that they meet the criteria of independence as envisaged in Section 149(6) the Companies Act, 2013 and Listing Regulations.

Policy on Directors Appointment and Remuneration

In accordance with Section 178 of the Companies Act, 2013 the Board has, on the recommendation of Nomination and Remuneration Committee, approved the Policy for Appointment and Remuneration of Directors.

The objective of aforesaid Policy is to provide criteria for appointment of Directors, viz. experience, qualification, positive attributes, understanding of Company''s business, and social perspective, personal achievements and Board diversity. The policy also contains the provisions to ensure that Executive Directors, KMP and other employees are sufficiently compensated for their performance. Under the policy, Nomination and Remuneration Committee is entrusted with the responsibility to evaluate the various aspects relating to the appointment and remuneration of the Directors to the Board.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 134(3)(c), read with Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March, 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;

b) 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 and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Subsidiary

Nupur Finvest Private Limited, a registered non deposit taking non-banking finance company, is the only subsidiary company, of which the Company owned hundred percent shares.

Nupur Finvest Private Limited is engaged in business to provide business and income generation loans to entrepreneurs. At the year ended March 31, 2017, the net worth of the Company stood at Rs. 5,164.74 Lakhs. During the reporting period the subsidiary reported a gross income of Rs.2102.55 Lakhs and Profit Before Tax (PBT) and Profit After Tax (PAT) at Rs. 328.52 Lakhs and Rs. 219.75 Lakhs respectively.

Auditors & Audit Reports

Statutory Auditors

M/s R. Lal & Company, Chartered Accountants, has been appointed as Statutory Auditors of the Company in 22nd Annual General Meeting of the Company held on September 30, 2014, for 3 years subject to annual ratification.

Pursuant to the provisions of Section 139 (2) the term of M/s R. Lal & Company, Chartered Accountants, is being completed on the conclusion of ensuing Annual General Meeting and could not be re-appointment as auditor of the Company at least for five years from the completion of their term.

Accordingly, as recommended by the Audit Committee, recommendation for appointment of M/s Mukesh Kumar & Co. Chartered Accountants (Firm Reg. no. 002040C), as Statutory Auditors of the Company, for a period of three years commencing from the conclusion of 25th Annual General Meeting until the conclusion of 28th Annual General Meeting (subject to annual ratification) will be placed before the Members, at the ensuing Annual General Meeting, for their approval.

The observations of Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further explanation. The Auditors of the Company have not given any adverse remarks or disclaimers in the report.

Secretarial Auditor and Secretarial Audit Report

In accordance with the provisions of Section 204 of the Companies Act, 2013 and as a measure of good Corporate Governance practice, the Company had appointed CS Dimple Sachdeva, Practicing Company Secretary, as its secretarial auditor to conduct secretarial audit of the Company for financial year ended March 31, 2017. The Report of secretarial auditor for financial year ended March 31, 2017, being a part of this Directors'' Report is enclosed herewith as Annexure A. There are no qualifications, reservations or adverse remarks made by the secretarial auditor of the Company.

Fraud reported by auditors under Section 143(12) other than those which are reported to the Central Government

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Auditors of the Company have not reported about any fraud, which is being or has been committed in the Company by its officers or employees.

Particulars of Loans, Guarantees or Investments Under Section 186 of Companies Act, 2013

Being RBI registered Non Banking Finance Company, in terms of Section 186(11) of the Companies Act, 2013 the provisions of Section 186, except Sub-Section 1 of the said Section, shall not apply on the Company, hence disclosure under Section 134 (3) (g) of the Companies Act, 2013, of particulars of the loans given, investments made or guarantees given or securities provided under Section 186 of the Companies Act, 2013 is not applicable to the Company.

Related Party Transactions

During the year under review, transactions entered into with Related Parties, as defined under Companies Act, 2013 and SEBI (LODR) Regulations, 2015, were in the ordinary course of business and at an arm''s length pricing basis, and do not attract the provisions of Sections 188 of the Companies Act, 2013. Such related party transactions are disclosed in the Note no. 29 of the financial statement.

The details of the transactions with Related Parties were placed before the Audit Committee for its prior approval, from time to time.

Policy on materiality of related party transactions and on dealing with related party transactions is displayed on the website of the Company at www.seil.in.

Material Changes and Commitments, if any, Affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company and date of this Directors'' Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business undertaken by the Company during the year under review, the particulars pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, to the extent applicable, are as follows:

- Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption have not been furnished.

- Foreign Exchange earnings for the Company during the financial year under review was nil and Company''s Foreign Exchange outgo during the financial year under review was Rs. 1.80 Lakhs.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of Companies Act, 2013 read with rules made there under, Company has constituted a Corporate Social Responsibility Committee, which framed a Board approved CSR Policy for the Company, same is available on Company''s website www.seil.in. CSR Policy of the Company has vision to make concrete efforts towards the animal welfare and also supported the cause of rural development, promoting education, providing preventive healthcare and sustainable development of green environment, provided they are covered as per the statutory requirements of social responsibility.

The Board of the Company has decided to undertake its CSR activities through a registered charitable trust and Company not for profit, which is engaged in the welfare of Mother Cow and rural health care initiatives. In the financial Year 2016-17, Company has made contribution of Rs.150.35 Lakhs in the corpus fund of the Trust and Company, which is more than 2% of Company''s average net profit of last three years of Rs.7,314.61Lakhs. Composition of CSR Committee as disclosed in Corporate Governance Section of this Annual Report as part of Directors'' Report and other details as required under Companies Act, 2013 is annexed with this Report as Annexure B.

Details of Significant and Material Orders Passed by the Regulator or Courts or Tribunal Impacting the Going Concern Status and Company’s Operation in Future

There is no order passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Risk Management Policy

Non-Banking Finance Companies (NBFCs) form an integral part of Indian financial system. NBFCs are required to ensure that a proper framework on Risk Management System is formulated and put in place. For this purpose Company has constituted Assets Liability Management Committee and Risk Management Committee to facilitate the Board to address the risk associated with the business of the Company and developed and implemented a risk management policy to ensure sustainable business growth with stability and promote a proactive approach in reporting, evaluating and resolving risks associated with the Company''s business. The Policy also highlights the functions, responsibilities and role of the Committees and Board to address the risks associated with the Company and mitigate/reduce the impact of the risk on the Company.

The Company follows a disciplined risk management process and takes business decisions with balanced risk-reward paradigm. Detailed statement on risk management policy of the Company is discussed in separate section on Management Discussion and Analysis and it forms part of the Directors'' Report.

Internal Financial Control

Internal Financial Control System is an integral component of the Risk Management System of the Company. The internal financial control policies and internal audit program adopted by the Company play an important role to ensure the orderly and efficiently conduct of the Company''s business, including adherence to the Companies policies, safeguard of Company''s assets, proper utilization of available resources, the prevention and detection of frauds, reliability and accuracy of financial reporting.

A firm of Competent Chartered Accountants has been engaged by the Company for conducting internal audit, to examine and evaluate the adequacy and effectiveness of internal financial control system of the Company.

The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically apprised the internal audit findings and corrective actions taken.

The Audit Committee of Board of Directors actively reviews the adequacy and effectiveness of internal financial control system and suggests improvements for strengthening them.

Internal Financial Control System of the Company is modified continuously in accordance with the dynamic changes in the business conditions and to comply with the applicable laws, regulations, statutory and accounting requirements.

Human Resources

Your Company strives to provide the best work environment with ample opportunities to grow and explore. The human resources development function of the Company is guided by a strong set of values and policies. Healthy, cordial and harmonious industrial relations have been maintained by the Company at all levels.

Information required under Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013

The Company has a policy against sexual harassment and process for dealing with complaints of harassment or discrimination in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Directors further state that during the year under review there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

Disclosures as per the Provision of Section 197 (12) of Companies Act, 2013

Information in accordance with provisions of Section, 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed herewith as Annexure C to the Directors'' Report.

Credit Rating

As on the date of this Report, analysis is under process for Bank Loan Rating. Previously, it was "IND A-" as assigned by M/s India Ratings & Research Private Limited (A Fitch Group Company).

As per www.indiaratings.co.in rating symbols & definitions "IND A" is defined as "Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk".

Compliance of Reserve Bank of India Guidelines

The Company always adheres to comply with applicable provisions of rules, regulations and guidelines issued by Reserve Bank of India.

Timely Repayment of Loan Liabilities

During the year under review, the Company has duly serviced all its debts obligations in time.

Extracts of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Extracts of Annual Return in the form MGT-9 is annexed here with as an integral part of this Report as Annexure D.

Management Discussion and Analysis of Financial Conditions

An analysis of the financial conditions and results of operations of the Company for the year under review, has been represented in the Annual Report Under the head Management Discussion and Analysis as an integral part of this Report

Corporate Governance

The Company is committed to adhere to the good practices of governance. It is ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. In the Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.

Detailed compliances with the provisions of Listing Regulation for the year ended 2016-17 along with the Certificate of Compliance from the Auditor, has been mentioned in Corporate Governance Report, which is annexed herewith as Annexure E.

Performance of the Board of Directors, Its Committees and Individual Directors

Mounting stakeholders'' expectations, challenges faced by the Companies to operate under fluctuating economic conditions and increased regulatory requirements have brought the quality of performance of the Board of Directors under greater scrutiny. The Boards have recognized that it would be important for them to continually assess how effectively they are performing their roles against the objectives and the goals they have set for themselves. This growing recognition has resulted in Board evolutions as a critical structural tool for assessing Board effectiveness and efficiency.

Considering the above fact and in the light of Company''s performance, the performance of the Board of Directors and their committees, along with performance of individual Director is reviewed and evaluated from time to time by Nomination and Remuneration Committee and the Board of Directors through various manner like discussion with individual director, by seeking views of one Director about the performance of other Directors, inputs from the Directors through structured questionnaires covering the various aspects of the Board functioning such as adequacy of composition of the Board and its Committee, Board culture, execution and performance of specific duties, obligations, participation of Directors in the various matters, skill and knowledge of individual Director and independence of judgment. The performance of the Directors individually and collectively and performance of committees are found satisfactory.

With the spirit of wealth creation for the shareholders of the Company, your Directors are committed to give their best efforts towards the development of the Company.

The Independent Directors at their separate meeting held on March 15, 2017, in full attendance, made an assessment and evaluation of the performance of Non Independent Directors, Managing Director and Chairman of the Company.

Independent Directors also reviewed the performance of the Board as a whole and assessed the quality and timeliness of the flow of the information between the Company management and Board.

Acknowledgments

The Board of Directors would like to place on record their gratitude for the commitment, dedication and hard work done by the employees of the Company and the co-operation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and we look forward for their mutual support and cooperation.

Date : 22nd July 2017 For & on behalf of the Board of Directors of

Place : New Delhi S. E. Investments Ltd.

Sd/- Sd/-

(Sunil Agarwal) (Harish Singh)

Managing Director Executive Director

DIN :00006991 D I N :00039501


Mar 31, 2013

The Directors have pleasure in presenting the Twenty First Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

Your Company''s fnancial performance for the year under review has been encouraging and is summarized below:

Particulars (Rs. In Lacs) (Rs. In Lacs) 2012-13 2011-12

Total Income 21904.28 21098.39

Less: Expenditure 5196.55 3825.30

Proft before Depreciation, Interest & Tax (PBDIT) 16707.73 17273.09

Less: Interest 6261.23 7121.84

Proft before Depreciation & Tax (PBDT) 10446.50 10151.25

Less: Depreciation 57.21 76.24

Proft Before Tax (PBT) 10389.29 10075.01

Less: Provision for Tax 3344.67 3042.98

Proft After Tax (PAT) 7044.62 7032.03

Proft of Resulting Company 696.69

Net Proft After Tax (PAT) 7044.62 6335.34

Add: Proft b/f from the previous year 351.82 936.75

Proft Available for Appropriation 7396.44 7272.09

Dividend Including Tax 487.39 500.45

Provision for Standard Assets 19.70 13.41

Transfer to General Reserve 5000.00 5000.00

Transfer to Reserve Fund (RBI Act) 1408.92 1406.41

Balance Carried to Balance Sheet 480.43 351.82 review of Operations

The Company''s gross income for the fnancial year ended March 31, 2013 increased to Rs. 21904.28 Lacs from Rs. 21098.39 Lacs in the last year registering a growth of over 3.82%.

Proft before Tax (PBT) of the Company increased by 3.12% to Rs. 10389.30 Lacs during the year, up from Rs. 10075.01 Lacs in the last year.

Interest expenses for the year decreased by 12.08% to Rs. 6261.23 Lacs from Rs. 7121.84 Lacs in the last year. Depreciation was at Rs.57.21 Lacs as against Rs. 76.24 Lacs in the last year. Net Proft for the year increased by 11.20% to Rs. 7044.62 Lacs from Rs. 6335.34 Lacs in the last year.

An amount of Rs. 1408.92 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and an amount of Rs. 5000 Lacs was transferred to the General Reserve during the year under review. The Company''s Net Worth as on March 31, 2013, stood at Rs. 41894.35 Lacs, as against Rs. 36458.47 Lacs in the last year.

Dividend

Your Directors have recommended a dividend of Re. 1/- (10%) per equity share of Rs. 10/- each which will absorb Rs. 487.39 Lacs (inclusive of dividend tax) for the fnancial year ended March 31, 2013. This dividend, if approved at ensuing Annual General Meeting, will be paid to (i) all those equity share holders whose name appear in the Register of Members as on 24th September, 2013 (ii) to those whose name appear as benefcial owners and are furnished by National Securities Depository Ltd. and Central Depository Services (India) Ltd. for the purpose.

OpErAtIONS

The Financial Year 2012-13 was a year of satisfactory growth and the same is detailed below:

Disbursements

The fnancial year 2012-13 was very signifcant for the Company in creating a strong platfor m for sustained growth. TOTAL DISBURSEMENTS (including fgures of subsidiary) reached Rs. 12870.90 millions during fnancial year 2012- 13, recording 15.36% growth over Rs. 11156.91 millions achieved during fnancial year 2011- 2012. SEIL was successful in augmenting its portfolio without increasing the risk profle, mainly on account of increase in small loans and business loans.

Number of Customers

Total Customer Outreach stood at 561762 being increased by 7.41% as compared to previous year.

Net Worth and Capital to Risk Adjusted Assets Ratio

The Net Worth of the Company improved to Rs. 41894.35 Lacs as on 31st March, 2013 from Rs. 36458.47 Lacs as on 31st March, 2012. The Capital to Risk Adjusted Assets Ratio (CRAR) stood at 39.28% as on 31st March, 2013 as against 36.37% as on 31st March, 2012 which is much above the requirement as stipulated by Reserve Bank of India and is one of the best in the industry.

fIXED DEpOSItS

The fxed deposits of the Company as on 31st March, 2013 stood at Rs. 2040.96 Lacs including accrued interest thereon against last year''s Rs. 2449.99 Lacs. There are Two (2) Unclaimed Matured deposit amounting to Rs. 1.02 Lacs lying with the company as on 31st March, 2013. The Company has decided not to accept/renew public deposit with effect from 1st October, 2012.

CREDIT RATING

The Bank Borrowings of the Company has been assigned rating of "CARE A-" by CARE Limited which denotes "ADEQUATE SAFETY".

tIMELY rEpAYMENt Of LOAN LIABILITIES

The Company has not defaulted in payment of interest and/or repayment of loans to any of the fnancial institutions and /or banks during the year under review.

DIrECtOrS

In terms of Article 115 of the Articles of Association of the Company, Shri Suresh Chand Sharma and Shri Brij Lal Goel, Directors, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

SUBSIDIARY

We have only one subsidiary - M/s Nupur Finvest Private Limited (NBFC).

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Proft and Loss account of our subsidiary. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided exemption to companies from complying with Section 212, provided such companies publish the audited consolidated fnancial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the fnancial statements of our subsidiary but discloses the consolidated fnancial statement giving information of its subsidiary. The audited annual accounts and related information of our subsidiary, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered offce at Delhi.

futurE prOSpECtS

The year 2012-13 has been satisfactory for the Company. While on one hand, Company successfully scaled it operations through improved reach and streamlined business to an ever growing consumer base, on the other hand, it undertake funding initiatives, mitigating interest risk to a large extent.

- SEIL plans to achieve new horizons in the Business loans including Small and Medium Enterprises (SME)/ Priority sector, Lending to Corporates, Individuals , Partnership Firms and others.

- SEIL proposes to open new branches at Bangalore, Pune, Indore, Bhopal, Hyderabad and at other suitable business place.

- The Company is also looking to venture into other activities similar in nature being housing loans for LIG (Low Income Group).

The Company and its subsidiary aims at leveraging the opportunities provided by a growing economy and continues to see healthy growth in its lending activities.

Our Company is continuously improving its performance and looking for new areas for broader development in fnance sector. Through a variety of innovative ideas & initiatives, we are looking at enhancing the fnance facilities for weaker and poor section of the society.

SEIL sees growth opportunities in each of its existing business area and will also be expanding the focus of activities to new areas, arising from the strong growth momentum in the economy.

MANAGEMENt DISCuSSION AND ANALYSIS Of fINANCIAL CONDItION

Management Discussion and Analysis of fnancial conditions and results of operations of the Company for the year under review, as required under Clause 49 of the listing agreement with the Stock Exchanges, is given as a separate statement forming part of the Annual Report.

rESIGNAtION Of DIrECtOrS

During the year Mr. Yashwant Rao Deshmukh and Dr. Shyam Lal Garg resigned from Board of Directors and Committees on 16th May, 2012 and 24th July, 2012 respectively.

AppLICAbILItY Of CONSOrtIuM fINANCING GUIDELINES

Consortium Financing Guidelines issued by Reserve Bank of India during the year is applicable to our Company. Pursuant to these guidelines, Central Bank of India has been appointed as the Lead Bank/Custodian for the same.

GOVErNANCE

Your Company is committed to adhere to the best practice of governance. It is always ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. Your Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable fnancial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.

Your Company proactively follows Government principles and practices as to meet the business and regulatory needs, which has enabled it to emerge as one of the best corporate governed companies of India.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year ended 2012-13 has been given in Corporate Governance Report, which is attached and forms part of this report.

Certifcate from the Statutory Auditor of the Company, M/s R. Lal & Company, Chartered Accountants, confrming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

AuDItOrS & AuDItOrS'' rEpOrt

M/s R. Lal & Company, Chartered Accountants & M/s P M S & Co.,Chartered Accountants, Joint Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certifcate from the Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s R. Lal & Company, Chartered Accountants & M/s P M S & Co.,Chartered Accountants, as Joint Statutory Auditors of the Company.

The observations of Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

huMAN rESOurCE DEVELOpMENt AND INDuStrIAL rELAtION

Your company strives to provide the best work environment with ample opportunities to grow and explore. The human resources development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

pArtICuLArS Of EMpLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure "A" to the Directors'' Report.

DIrECtOrS'' rESpONSIbILItY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confrmed that:

(i) in the preparation of the accounts for the fnancial year ended on March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 true and fair view of the state of affairs of the Company as at March 31, 2013 and of the proft of the Company for the year under review;

(iii) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

ENErGY CONSErVAtION, tEChNOLOGY AbSOrptION AND fOrEIGN EXChANGE EArNINGS AND OutGO:

After Demerger of Non Conventional Energy Division, Energy Generation Projects stands transferred to S. E. Power Limited (Transferree Company). Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given under S. E. Power Limited Annual Report.

fOrEIGN EXChANGE EArNINGS AND OutGO:

Earnings : NIL

Outgo : 3.73 lacs

ACKNOWLEDGMENtS:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the co-operation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Place : New Delhi Sd/- Sd/-

Date : 2nd September, 2013 (Purushottam Agrawal) (Sunil Agarwal)

Chairman Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Twentieth Annual Report at your Company with the Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

Your Company's financial performance for the year under review has been encouraging and is summarized below:

(Rs. In Lacs) (Rs. In Lacs) Particulars 2011-12 2010-11

Total Income 21098.39 18143.66

Less: Expenditure 3825.3O 2905.59

Profit before Depreciation, Interest After Tax (PBDIT) 17273.09 15238.07

Less Interest 7121.84 6201.76

Profit before Depreciation & Tax (PBDIT) 10151.75 9036.31

Less: Deprerciation 76.24 427.68

Profit Before Tax (PBT) 10075.01 8608.63

Less: Provision for Tax 3042.98 2527.04

Profit After Tax (PAT) 7037.03 6081.59

Profit of Resulting Company 696.69 -

Net Profit After Tax (PAT) 6335.34 6081.59

Add: Profit b/f from the previous year 936.75 1780.18

Profit Available for Appropriation 7272.09 7861.77

Dividend including tax 500.45 501.92

Provision for Standard Assets 13.41 206.77

Transfer to General Reserve 5000.00 5000.00

Transfer to Reserve Fund (RBI Act) 1406.41 1216.32

Balance Carried to Balance Sheet 351.82 936.76

REVIEW OF OPERATIONS

The Company's gross income for the financial year ended March 31, 2012 increased to Rs. 21038.39 Lacs from Rs. 18143.66 Lacs in the last year registering a growth of over 16.29%.

The operating profit (PBDIT) of the Company increased by 13.35% to Rs. 17273.09 Lacs during the year, up from Rs. 15238.07 Lacs in the last year.

Interest expenses for the year increased by 14.83% to Rs. 7121.84 Lacs from Rs. 6201.76 Lacs in the last year. Depreciation was at Rs. 76.24 Lacs as against Rs. 427.68 lacs in the last year. Net Profit for the year increased by 4.17% to Rs. 6335.34 Lacs from Rs. 6081.59 Lacs in the last year.

An amount of Rs. 1406.41 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and an amount of Rs. 5000 Lacs was transferred to the General Resereve during the year under review. The Company's Net Worth as on March 31, 2012, stood at Rs. 36458.47 Lacs, as against Rs. 34984.14 Lacs in the last year.

DIVIDEND

Your Directors have recommended a dividend of Re. 1/- (10%) per equity share of Rs. 10/- each which will absorb Rs. 471.40 Lacs (Inclusive of dividend tax) for the financial year ended March 31, 2012. This dividend, if approved at ensuing Annual General Meeting, will be paid to (i) all those equity share holders whose name appear in the Register of Members as on 21st September, 2012 (ii) to those whose name as beneficial owners, are furnished by National Securities Depository Ltd and Central Depository Services (India) Ltd. for the purpose.

OPERATIONS

The Financial Year 2011-12 was a year of significant growth and the same is detailed below:

Disbursements

The financial year 2011-12 was very significant for the Company in creating a strong platform for sustained growth. TOTAL DISBURSEMENTS (including figures of subsidiary) reached Rs. 11156.91 millions during financial year 2011 12, recording 16.80% growth over Rs. 9552.30 millions achieved during financial year 2010-2011. SEIL was successful in augmenting its portfolio without increasing the risk profile, mainly on account of increase in small loans and business loans.

Number of Customers

Total Customer Outreach stood at 522384 being increased by 37.15% as compared to previous year.

Net Worth and Capital to Risk Adjusted Assets Ratio

The Net Worth of the Company improved to Rs. 36458.47 Lacs as on 31st March, 2012 from Rs. 34984.14 Lacs as on 31st March, 2011. The Capital to Risk Adjusted Assets Ratio (CRAR) stood at 36.37% as on 31st March, 2012 as against 35.87% as on 31st March, 2011 which is much above the requirement as stipulated by Reserve Bank of India and is one of the best in the industry.

FIXED DEPOSITS

The fixed deposits of the Company as on 31st March, 2012 stood at Rs 2449.99 Lacs excluding accrued Interest thereon against last year's Rs. 1884.43. No unclaimed matured deposits are lying with the company as on 31st March, 2012.

CREDIT RATING

The Bank Borrowing and fixed deposit programme of the Company is assigned rating of "CARE A-" & "CARE A" by CARE Limited respectively which denotes "ADEQUATE SAFETY".

TIMELY REPAYMENT OF LOAN LIABILITIES

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and/or banks during the year under review.

DIRECTORS

In terms of Article 115 of the Articles of Association of the Company, Shri Purushottam Agrawal and Dr. Arun Gopal Agarwal, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. REGULARIZATION OF ADDITIONAL DIRECTORS AS DIRECTORS

Mr. Brij Lal Goel was appointed as Additional Director on 16th May, 2012 and Mr. Dharam Vir Gupta was appointed as Additional Director on 24th July, 2012. As per the provisions of the Section 260 of the Companies Act, 1956, Mr. Brij Lal Goel and Mr. Dharam Vir Gupta holds office upto the date of the forthcoming Annual General Meeting of the Company. The Company has received notice from a member proposing their candidature for the office of Director.

CONSOLIDATION OF EQUITY SHARES

The equity shares of the company were consolidated from Ten Equity Shares of the face value of Re. 1/- each into One Equity Share of the face value of Rs. 10/- each in the meeting of the Board of Directors of the company held on 24th September, 2011, pursuant to the Special Resolution passed by the shareholders of the Company on 29th August, 2011. Record Date for consolidation was 5th October, 2011 as decided in the meeting of Board of Directors of the Company.

SCHEME OF ARRANGEMENT AMONGST S. E. INVESTMENTS LIMITED, S.E. POWER LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

The Board of Directors of your company has approved the Scheme of Arrangement amongst M/s. S. E. Investments Ltd. (Transferor Company), M/s. S. E. Power Ltd. (Transferee Company) and their Respective Shareholders in its meeting held on 19th November, 2010. The Appointed Date for the said Scheme has been fixed as 30.09.2010. The requisite majority of the Equity Shareholders, the Secured Creditors and the Unsecured Creditors & Fixed Deposit Holders of the Company in their respective meetings convened on 9th April, 2011 by order of Hon'ble High Court of Delhi Dated 23rd February, 2011 have approved the said Scheme of Arrangement Hon'ble High Court of Delhi has approved the Scheme of Arrangement on 1st November, 2011.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve flank of India as applicable to it.

SUBSIDIARY

We have only one subsidiary - M/s. Nupur Finvest Private Limited (NBFC).

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report. Balance Sheet and Profit and loss account of our subsidiary. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of our subsidiary but discloses the consolidated financial statement giving information of its subsidiary. The audited annual accounts and related Information of our subsidiary, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office at Delhi.

FUTURE PROSPECTS

The year 2011-12 has been a milestone for the Company. While on one hand, Company successfully scaled it operations through improved reach and streamlined business to an ever growing consumer base, on the other hand, it undertake funding initiatives, mitigating interest risk to a large extent.

- SEIL plans to achieve new horizons in the Business loans including Small and Medium Enterprises (SME)/Priority sector, Lending to Corporates, Individuals, Partnership Firms and others.

- SEIL proposes to open new branches at Banglore, Pune and Indore etc.

- The Company is also looking to venture into other activities similar in nature being housing loans for LIG (Low Income Group).

The Company and its subsidiary aims at leveraging the opportunities provided by a growing economy and continues to see healthy growth in its lending activities.

Our Company is continuously improving its performance and looking for new areas for broader development in finance sector. Through a variety of innovative ideas & initiatives, we are looking at enhancing the finance facilities for weaker and poor section of the society.

SEIL sees growth opportunities in each of its existing business area and will also be expanding the focus of activities to new areas, arising from the strong growth momentum in the economy.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as required under Clause 49 of the listing agreement with the Stock Exchanges, is given as a separate statement forming part of the Annual Report.

GOVERNANCE

Your Company is committed to adhere to the best practice of governance. It is always ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance Your Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.

Your Company proactively follows Government principles and practices as to meet the business and regulatory needs, which has enabled it to emerge as one of the best corporate governed companies of India.

Detailed compliances with the provision of Clause 49 of the Listing Agreement for the year ended 2011-12 has been given in Corporate Governance Report, which is attached and forms part of this report

Certificate from the Statutory Auditor of the Company, M/s. R. Lal & Company, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

AUDITORS & AUDITORS' REPORT

M/s. R. Lal & Company, Chartered Accountants & M/s. P M S & Co. Chartered Accountants, Joint Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s. R. Lal & Company, Chartered Accountants & M/s. P M S & Co., Chartered Accountants, as Joint Statutory Auditors of the Company.

The observations of Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION

Your company strives to provide the best work environment with ample opportunities to grow and explore. The human resources development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure "A" to the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of The Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the accounts for the financial year ended on March 31, 2012, the applicable standards have been followed along with proper explanation relating to material departures.

(ii) 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 true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year under review.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

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

After Demerger of Non Conventional Energy Division, Energy Generation Projects stands transferred to S. E. Power limited (Transferree Company). Particulars required to be furnished under the Company (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given under S. E. Power Limited Annual Report. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings NIL

Outgo NIL

ACKNOWLEDGMENTS:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees of imp Company and the co-operation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Sd/- Sd/-

(Purushottam Agrawal) (Sunil Agarwal) Chairman Managing Director

Place : New Delhi Date : 21st August, 2012


Mar 31, 2011

TO THE MEMBERS,

The Directors have pleasure in presenting the Nineteenth Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

Your Company's financial performance for the year under review has been encouraging and is summarized below:

(Rs. In Lacs)

Particulars 2010-11 2009-10

Total Income 18143.66 8816.56

Less: Expenditure 2905.59 1469.68

Profit before Depreciation, Interest & Tax (PBDIT) 15238.07 7346.88

Less: Interest 6201.76 3704.02

Profit before Depreciation & Tax (PBDT) 9036.31 3642.86

Less: Depreciation 427.68 408.89

Profit Before Tax (PBT) 8608.63 3233.97

Less: Provision for Tax 2527.04 600.42

Profit After Tax (PAT) 6081.59 2633.55

Add: Profit b/f from the previous year 1780.18 63.90

Profit Available for Appropriation 7861.77 2697.45

Dividend Including Tax 501.92 90.56

Provision for Standard Assets 206.77 -

Transfer to General Reserve 5000.00 300.00

Transfer to Reserve Fund (RBI Act) 1216.32 526.71

Balance Carried to Balance Sheet 936.76 1780.18



REVIEW OF OPERATIONS

The Company's gross income for the financial year ended March 31, 2011 increased to Rs. 18143.66 Lacs from Rs. 8816.56 Lacs in the last year registering a growth of over 106 Percent.

The operating profit (PBDIT) of the Company increased by 107 percent to Rs. 15238.07 Lacs during the year, up from Rs. 7346.88 Lacs in the last year.

Interest expenses for the year increased by 67 percent to Rs. 6201.76 Lacs from Rs. 3704.02 Lacs in the last year. Depreciation was at Rs. 427.68 Lacs as against Rs. 408.89 Lacs in the last year. Net Profit for the year increased by 131 percent to Rs. 6081.59 Lacs from Rs. 2633.55 Lacs in the last year.

An amount of Rs. 1216.32 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and an amount of Rs. 5000 Lacs was transferred to the General Reserve during the year under review. The Company's Net Worth as on March 31, 2011, stood at Rs. 34984.14 Lacs, as against Rs. 30076.40 Lacs in the last year.

DIVIDEND

The Board of Directors had declared Interim dividend @ 10% (Re. 0.20/- per share) on the equity share capital of the Company in the month of July, 2010. The said dividend also has been paid to the shareholders.

Your Directors recommend that the aforesaid interim dividend of Re. 0.20/- per share be declared as final dividend for the year ended 31st March, 2011.

OPERATIONS

The Year 2010-11 was a year of significant growth and the same is detailed below:

Disbursements

The financial year 2010-11 was very significant for the Company in creating a strong platform for sustained growth. TOTAL DISBURSEMENTS reached Rs. 9359 millions during financial year 2010-11, recording 78.20 % growth over Rs. 5252 millions achieved during financial year 2009-2010. SEIL was successful in augmenting its portfolio without increasing the risk profile, mainly on account of increase in micro finance loans and business loans. The emphasis on micro finance disbursements for agriculture and other activities continued in the year under review.

Number of Customers

Total Customer Outreach has increased by 38.92% to 381311 as compared to previous year.

Net Worth and Capital to Risk Adjusted Assets Ratio

The Net Worth of the Company improved to Rs. 34984.14 Lacs as on 31st March, 2011 from Rs. 30076.40 Lacs as on 31st March 2010. The Capital to Risk Adjusted Assets Ratio (CRAR) stood at 35.87% as on 31st March, 2011 as against 67.24% as on 31st March 2010, which is much above the requirement as stipulated by Reserve Bank of India and is one of the best in the industry.

FIXED DEPOSITS

The fixed deposits of the Company as on 31st March 2011 stood at Rs. 1884.43 Lacs excluding accrued interest thereon against last year's Rs. 1305.17 Lacs. There are eight unclaimed matured deposits lying with the company amounting to Rs. 2.97 Lacs as on 31st March 2011.

CREDIT RATING

The Borrowing and fixed deposit programme of the Company assigned a rating of "CARE A-" & "CARE A" by CARE Limited respectively which denotes "ADEQUATE SAFETY".

TIMELY REPAYMENT OF LOAN LIABILITIES

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and /or banks during the year under review.

DIRECTORS

In terms of Article 115 of the Articles of Association, Shri Suresh Chand Sharma and Dr. Arun Gopal Agarwal, Directors, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

SUB DIVISION OF EQUITY SHARES

The equity shares of the company were subdivided from One Equity Share of the face value of Rs. 2/- each to Two Equity Shares of the face value of Re. 1/ each in the meeting of the Board of Directors of the company held on 5th July, 2010, pursuant to the Special Resolution passed by the shareholders of the Company on 13th September, 2010. Record Date for subdivision was 1st November, 2010 as decided in the meeting of Board of Directors of the Company on 18th October 2010.

SCHEME OF ARRANGEMENT AMONGST S. E. INVESTMENTS LIMITED, S. E. POWER LIMITED AND THEIR RESPECTIVE SHAREHOLDERS

During the year under reporting, the Board of Directors of your Company has approved the Scheme of Arrangement amongst M/s S. E. Investments Ltd. (Transferor Company), M/s S. E. Power Ltd. (Transferee Company) and their Respective Shareholders in its meeting held on 19th November, 2010. The Appointed Date for the said Scheme has been fixed as 30.09.2010. Pursuant to the said Scheme, Transferee Company shall issue and allot 405,600,000 Equity Share of Re. 1 each as fully paid up to the shareholders of Transferor Company in proportion of the shares held by them in the Transferor Company. The following are some of the benefits, which would arise upon the Scheme coming into effect:

(a) Each of the above businesses will offer great potential for growth;

(b) The Financial Service business and Micro Credit business, being separately identifiable businesses, requires focus and dedicated management with special skills and strategic alliances in order to be run efficiently and successfully to achieve desired growth.

The demerger of the Non-Conventional Energy Division from Transferor Company would enable Transferor Company to focus on the Financial Service Business and Micro Credit Business so that it could be run more efficiently and successfully to achieve desired growth.

(c) Nature of risks, competition involved and commercial requirements of all the three businesses of Transferor Company are entirely distinct from each other.

(d) The demerger of the Non-Conventional Energy Division would enable distinct focus of shareholders. Thus, the demerger would enable Non-Conventional Energy Division to attract different sets of investors, strategic partners, lenders and other stake holders who would provide further funding and bring relevant experience for high growth of the businesses. The demerger would also provide scope for independent collaboration and expansion in each of the businesses without committing the other business and will create enhanced value for shareholders and allow a focused strategy in operation.

(e) The demerger of Non-Conventional Energy Division of Transferor Company is in overall interest of shareholders and is in no way prejudicial to the interest of creditors.

The Company has obtained the approval for the said Scheme of Arrangement from all the Stock Exchanges, where the shares of the Company are listed, under clause 24 (f) of the Listing Agreement. The requisite majority of the Equity Shareholders, the Secured Creditors and the Unsecured Creditors of the Company in their respective meetings convened on 9th April, 2011 by order of Hon'ble High Court of Delhi dated 23rd February 2011 have approved the said Scheme of Arrangement. Now the matter is pending before Hon'ble Delhi High Court to sanction the said Scheme of Arrangement.

A DECISION OF HON'BLE DELHI HIGH COURT IN FAVOUR OF THE COMPANY IN THE MATTER OF STAMP DUTY ON INCREASED AUTHORISED SHARE CAPITAL

The Company has increased its Authorized Share Capital as approved by you in the Extra-Ordinary General Meeting held on 15.01.2010 and subsequently filed e-form 5 with the Registrar of Companies (ROC), NCT of Delhi & Haryana. As there is no provision in the Indian Stamp (Delhi Amendment) Act, 2007 to pay the stamp duty on the increase in the authorized share capital, the Company did not paid the stamp duty on the same and requested the ROC Office to give effect to the increase in share capital of the Company. The Company further pointed out to ROC officials that stamp duty on increased authorized share capital is outside their jurisdiction and charging the same is illegal, and also the provision for this effect on the web-site of the Ministry of Corporate Affairs being illegal cannot call for illegal levy. It is not only contrary to the law but also misleads the general public having access of information on the official web-site of the Ministry of Corporate Affairs which forces them to pay a duty which is not payable and thus the software of Ministry of Corporate Affairs requires amendment and modification.

However, the Registrar of Companies directed our Company to pay stamp duty on increased authorized share capital thereby prompting our Company to move to the Hon' ble Delhi High Court at New Delhi.

In this regard the Company filed a writ petition no. (C) 2393/2010 against Union of India & Others before the Hon'ble High Court of Delhi at New Delhi on dated 08.04.2010.

Further the Hon'ble High Court of Delhi at New Delhi disposed off the same in favour of our Company on 21.04.2011 and vide its judgment informed that "in the absence of an express provision in the Act permitting levy of stamp duty on the increase in authorised share capital, it is not possible to legally sustain impudent demand and also directed that the Respondent (Registrar of Companies, NCT of Delhi & Haryana) to accept the Petitioner's (M/s S. E. Investments Ltd.) E-Form 5 and record the increased authorized share capital without insisting on the Petitioner paying stamp duty thereon".

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

ACQUISITION OF RBI REGISTERED NBFC COMPANY AS WHOLLY OWNED SUBSIDIARY

For the sake and benefit of Micro Finance borrowers and for proper monitoring and regulation of micro finance business, RBI constituted a committee `Malegam Committee' which submitted its recommendations on 19th Jan. 2011 and accepted the implementation of the same in the month of May, 2011. However your Company is already operating within the limits, except the condition of 90% assets relating to Micro Finance to qualify as NBFC-MFI. The strategic move to acquire the Nupur Finvest Pvt. Ltd. as wholly owned subsidiary of the Company is the answer to the likely change in the regulations.

SUBSIDIARY

We have only one subsidiary - M/s Nupur Finvest Private Limited (NBFC).

As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet and Profit and Loss account of our subsidiary. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided exemption to companies from complying with Section 212, provided such companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2010-11 does not contain the financial statements of our subsidiary but discloses the consolidated financial statement giving information of its subsidiary. The audited annual accounts and related information of our subsidiary, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office in Delhi

OPENING OF NEW BRANCH OFFICE AT BAREILLY, UTTAR PRADESH

To expand its Micro Finance business, the company has opened a new Branch Office at Bareilly, Uttar Pradesh which has become fully operational during the fourth quarter.

FUTURE PROSPECTS

The year 2010-11 has been a milestone year for the Company. While on one hand, Company successfully scaled it operations through improved reach and streamlined business to an ever growing consumer base, on the other hand, it undertake funding initiatives, mitigating interest risk to a large extent.

- SEIL plans to achieve new horizons in the Business loans including small and medium enterprises (SME)/ Priority sector Lending to Corporates, Individuals , partnership firms and others and visualize a size of Rs. 1000 Crores disbursement portfolio by the next year.

- SEIL proposes to open new branches at Banglore, Pune, Indore etc.

- By the acquisition of 100% subsidiary, we as a group plans to access 500000 customers by the next 1 year through various Micro finance schemes.

- The Company is also looking to venture into other activities similar in nature being housing loans for LIG (Low Income Group), Gold finance which is highly secured in nature.

The Company and its subsidiary aims at leveraging the opportunities provided by a growing economy and continues to see healthy growth in its lending activities.

Our Company is continuously improving its performance and looking for new areas for broader development in finance sector. Through a variety of innovative ideas & initiatives we are looking at enhancing the finance facilities for weaker and poor section of the society.

SEIL sees growth opportunities in each of its existing business area and will also be expending the focus of activities to new areas, arising from the strong growth momentum in the economy.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as required under Clause 49 of the listing agreement with the Stock Exchanges, is given as a separate statement forming part of the Annual Report.

GOVERNANCE

Your Company is committed to adhere to the best practice of governance. It is always ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. Your Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.

Your Company proactively follows Government principles and practices as to meet the business and regulatory needs, which has enabled it to emerge as one of the best corporate governed companies of India.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year ended 2010-11 has been given in Corporate Governance Report, which is attached and forms part of this report.

Certificate from the Statutory Auditor of the Company, M/s R. Lal & Company, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

AUDITORS & AUDITORS' REPORT

M/s R. Lal & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s R. Lal & Company, Chartered Accountants, as Auditors of the Company.

The observations of Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION

Your company strives to provide the best work environment with ample opportunities to grow and explore. The human resources development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure "A" to the Directors' Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

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

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

- With regard to the Non-Conventional Energy Generation Projects of the Company, the required measures are taken from time to time for conservation of energy and technology absorption.

ACKNOWLEDGEMENT:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

sd/- sd/- Place : New Delhi (Purushottam Agrawal) (Sunil Agarwal) Date : 25th July, 2011 Chairman Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

Your Companys financial performance for the year under review has been encouraging and is summarized below:

(Rs. in lacs)

Particulars 2009-10 2008-09

Total Income 8836.45 4891.16

Less: Expenditure 1489.57 1156.32

Profit before Depreciation, Interest & Tax (PBDIT) 7346.88 3734.84

Less: Interest 3704.02 1776.31

Profit before Depreciation & Tax (PBDT) 3642.86 1958.53

Less: Depreciation 408.89 252.57

Profit Before Tax (PBT) 3233.97 1705.96

Less: Provision for Tax 600.42 327.83

Profit After Tax (PAT) 2633.55 1378.13

Add: Profit b/f from the previous year 63.90 55.95

Profit Available for Appropriation 2697.45 1434.08

Dividend Including Tax 90.56 44.19

Transfer to General Reserve 300.00 1050.00

Transfer to Reserve Fund (RBI Act) 526.71 276.00

Balance Carried to Balance Sheet 1780.18 63.89

REVIEW OF OPERATIONS

The Companys gross income for the financial year ended March 31, 2010 increased to Rs. 8836.45 Lacs from Rs. 4891.16 Lacs in the last year registering a growth of over 80 Percent.

The Operating Profit (PBDIT) of the Company increased by 96.71 percent to Rs. 7346.88 Lacs during the year, up from Rs. 3734.84 Lacs in the last year.

Interest expenses for the year increased by 108.52 percent to Rs. 3704.02 Lacs from Rs. 1776.31 Lacs in the last year.

Depreciation was at Rs. 408.89 Lacs as against Rs. 252.57 Lacs in the last year. Net Profit for the year increased by 91.09 percent to Rs. 2633.55 Lacs from Rs. 1378.13 Lacs in the last year.

An amount of Rs. 526.71 Lacs was transferred to Statutory Reserve Fund pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and an amount of Rs. 300.00 Lacs was transferred to the General Reserve during the year under review. The Companys Net Worth as on March 31, 2010, stood at Rs. 30076.40 Lacs, as against Rs. 6982.54 Lacs in the last year.

FUTURE PROSPECTS

The year 2009-10 has been a milestone year for the Company. While on one hand, Company successfully scaled it operations through improved reach and streamlined business to an ever growing consumer base, on the other hand, it undertake funding initiatives, mitigating interest risk to a large extent.

- SEIL proposes to start providing third Party Products like insurance.

- By March 2011, SEIL envisages to reach over 4,00,000 households through various microfinance schemes.

- The Company is also looking to venture into other activities similar in nature being housing loans for LIG (Low Income Group), Gold finance which is highly secured in nature compared to its unsecured Micro Credit Scheme etc.

The Company aims at leveraging the opportunities provided by a growing economy and continues to see healthy growth in its lending activities.

Our Company is continuously improving its performance and looking for new areas for broader development in finance sector. Through a variety of innovative ideas & initiatives we are looking at enhancing the finance facilities for weaker and poor section of the society.

SEIL sees growth opportunities in each of its existing business area and will also be expending the focus of activities to new areas, arising from the strong growth momentum in the economy.

DIVIDEND

The Board of Directors had declared Interim dividend @ 10% (Re. 1/- per share) on the equity share capital of the Company in the month of January, 2010. The said dividend also has been paid to the shareholders.

Your Directors recommend that the aforesaid interim dividend of Re. 1/- per share be declared as final dividend for the year ended 31st March, 2010.

LISTING OF SHARES AT NSE

During the year under review, the Company has listed its equity shares at National Stock Exchange of India Limited (NSE).

LISTING OF GLOBAL DEPOSITARY RECEIPTS

During the year under review, the Company has listed its Global Depositary Receipts at Luxembourg Stock Exchange.

CHANGE IN SHARE CAPITAL

The Authorised Capital of the Company was increased from Rs. 60,000,000/- (Rupees Six Crore Only) divided into 3,500,000 (Thirty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 2,500,000 (Twenty Five Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each to 85,000,000/- (Rupees Eight Crore Fifty Lacs Only) divided into 6,000,000 (Sixty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 2,500,000 (Twenty Five Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each vide Honble Delhi High Court Order dated 09.10.2009 approving the Scheme of Amalgamation of Unnati Financial Services Private Limited (Transferor Company) with S. E. Investments Limited (Transferee Company).

Accordingly, the Company has issued and allotted 2,100,000 (Twenty One Lacs) Equity Shares of Rs. 10/- each on 4th November 2009 at a price of Rs. 10 /- each to the Shareholders of the transferor Company i.e. M/s Unnati Financial Services Private Limited.

The Shareholders of the Company in their Extra Ordinary General Meeting held on 15th January, 2010 has further increased its Authrorised Share Capital from 85,000,000/- (Rupees Eight Crore Fifty Lacs Only) divided into 6,000,000 (Sixty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 2,500,000 (Twenty Five Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each to 1,250,000,000/- (Rupees One Hundred and Twenty Five Crore Only) divided into 120,000,000 (Twelve Crore) Equity Shares of Rs. 10/- (Rupees Ten) each and 5,000,000 (Fifty Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each.

Further the Company allotted 4,900,000 (Forty Nine Lacs) equity shares of Rs. 10/- each underlying 2,450,000 Global Depositary Receipts (GDRs) on 10th March, 2010 at the offer price of USD 15.86 per GDR equivalent to Rs.360.10 per equity share. Through this, the Company has raised total proceeds of USD 38.86 million (equivalent to Rs. 1764 million). Each GDR represents 2 Equity Shares of Face Value of Rs. 10/- each fully paid up of the Company. These GDRs are listed at Luxembourg Stock Exchange. The Equity Shares underlying the GDRs are listed on the Bombay Stock Exchange Limited & National Stock Exchange of India Limited.

The equity shares of the company were subdivided from One Equity Share of the face value of Rs. 10/- each to Five Equity Shares of the face value of Rs. 2/ each in the meeting of the Board of Directors of the company held on 20th March, 2010, pursuant to the Special Resolution passed by the shareholders of the Company on 15th January, 2010. The effect of sub-division has not been reflected in the Balance Sheet because the record date for conversion was fixed on 6th April 2010 after the close of financial year.

ISSUE OF GLOBAL DEPOSITARY RECEIPTS (GDR)

On March 10, 2010 the Company raised 2,450,000 GDRs at the offer price of USD 15.86 per GDR equivalent to Rs. 360.10 per share. Through this, the Company has raised total proceeds of USD 38.86 million (equivalent to Rs. 1764 million). Each GDR represents 2 equity shares of face value of Rs. 10/- each fully paid up of the Company. The pricing of GDRs is governed by issue of “Foreign Currency Convertible Bonds and Ordinary Shares (Through Depositary Receipt Mechanism) Scheme, 1993” and guidelines issued by Central Government there under from time to time, various notifications and regulations issued by Reserve Bank of India under Foreign Exchange Management Act, 1999 or any other authorities or regulators.

SUB DIVISION OF EQUITY SHARES

The equity shares of the company were subdivided from One Equity Share of the face value of Rs. 10/- each to Five Equity Shares of the face value of Rs. 2/ each in the meeting of the Board of Directors of the company held on 20th March, 2010, pursuant to the Special Resolution passed by the shareholders of the Company on 15th January, 2010. The effect of sub-division has not been reflected in the Balance Sheet because the record date for conversion was fixed on 6th April 2010 after the close of financial year.

ISSUE OF BONUS SHARES

The Board of Director of the Company at their Meeting held on 20.05.2010 has issued and allotted 152,100,000 Equity Shares of Rs. 2/- each as bonus shares in the ratio of 3:1 to its shareholders.

CHANGE OF CORPORATE OFFICE

The Board of Directors at their meeting held on 11.11.2009 has decided to shift the Corporate Office of the Company from 5D, Atmaram House-1, Tolstoy Marg, New Delhi-110001 to M-7, Ist Floor, M Block Market, Greater Kailash, Part-2, New Delhi-110048.

SCHEME OF AMALGAMATION OF UNNATI FINANCIAL SERVICES PRIVATE LIMITED WITH THE COMPANY

Pursuant to the Scheme of Amalgamation (the scheme) of the erstwhile Unnati Financial Services Private Limited with the Company as approved by you in the meetings held on 25th April, 2009 and subsequently sanctioned by Delhi High Court vide its order dated 24th Sep. 2009, which became effective on 4th Nov. 2009, the assets and liabilities of erstwhile Unnati Financial Services Private Limited stand transferred to and vested in the Company with effect from the appointed date i.e. 31st Aug. 2008, Accordingly the scheme has been given effect to in the accounts.

ALTERATION IN MEMORANDUM AND ARTICLES OF ASSOCIATION

As approved by you in Extra Ordinary General Meeting dated 15.01.2010, your Company has altered in its Memorandum and Articles of Association as follows:

Increase in Authorised Share Capital

V. The Authorised Share Capital of the Company is Rs. 1,250,000,000/- (Rupees One Hundred and Twenty Five Crores Only) divided into 120,000,000 (Twelve Crores) Equity Shares of Rs. 10/- (Rupees Ten) each and 5,000,000 (Fifty Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each.

The Company is authorised to vary, increase or reduce the share capital and attach such privileges and rights to the shares as it may be authorised to do in accordance with the provisions of the Companies Act, 1956."

Sub-division of share in the Board Meeting held on 20th March, 2010

V. The Authorised Share Capital of the Company is Rs. 1,250,000,000/- (Rupees One Hundred and Twenty Five Crores Only) divided into 600,000,000 (Sixty Crores) Equity Shares of Rs. 2/- (Rupees Two) each and 5,000,000 (Fifty Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each.

The Company is authorised to vary, increase or reduce the share capital and attach such privileges and rights to the shares as it may be authorised to do in accordance with the provisions of the Companies Act, 1956.”

Authorization to Board for Capitalization of Profits

138. (1) Subject to the provisions of the Act and regulations made there under or any other applicable law / guidelines, any Board Meeting may resolve that any amount standing to the credit of the Share Premium Account or the Capital Redemption Reserve Account or any money, investments or other assets forming part of the undivided profits (including profits or surplus money arising from the realization and, where permitted by law, from the appreciation in value of any capital assets of the Company) standing to the credit of the General Reserve or Reserve Fund or any other Reserve or Fund of the Company or in the hands of the Company and available for dividend, be capitalized:

(a) by issue and distribution as fully paid up shares, of the Company as Bonus Shares; or

(b) by crediting shares of the Company which may have been issued to and are not fully paid up with the whole or any part of the sum remaining unpaid thereon.

Provided that any amount standing to the credit of the Share Premium Account, Capital Redemption Reserve Account and free Reserves only shall be applied in crediting the payment of capital on shares of the Company to be issued to members (as therein provided) as fully paid Bonus Shares.

2) Such issue and distribution under sub-clause (1)(a) above and such payment to credit of unpaid capital under sub-clause (1)(b) above shall be made to, among and in favour of the members or any class of them or any of them entitled thereto and in accordance with their respective rights and interests and in proportion to the amount of capital paid up on the shares held by them respectively in respect of which such distribution under sub clause (1)(a) or payment under sub clause (1)(b) above, shall be made on the footing that such members become entitled thereto as capital.

3) The Directors shall give effect to any such resolution and apply such portion of the profits, General Reserve or Reserve Fund or any other fund or account as aforesaid as may be required for the purpose of making payment in full for the shares, debentures or debentures stock, bonds or other obligations of the Company so distributed under sub-clause (1)(a) above or (as the case may be) for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid up under sub-clause (1)(b) above; provided that no such distribution or payment shall be made unless recommended by the Directors and, if so recommended, such distribution and payment shall be accepted by such members as aforesaid in full satisfaction of their interest in the said capitalized sum.

4) For the purpose of giving effect to any such resolution, the Directors may settle any difficulty which may arise in regard to the distribution or payment as aforesaid, as they think expedient, in particular, they may issue fractional certificates and they may fix the value for distribution of any specific assets and may determine that cash payment be made to any members on the footing of the value so fixed and may vest any such cash, shares, debentures, debenture stock, bonds or other obligations in trustees upon such trusts for the persons entitled thereto as may seem expedient to the directors and generally may make such arrangements for the acceptance, allotment and sale of shares, debentures, debenture stock, bonds or other obligations and fractional certificates or otherwise as they may think fit.

5) Subject to the provisions of the Act and these Articles, in cases where some of the shares of the company are fully paid and others are partly paid, only such capitalization may be effected by the distribution of further shares in respect of the fully paid shares, and by crediting the partly paid shares with the whole or part of the unpaid liability thereon but, so that, as between the holders of fully paid shares, and the partly paid shares the sums so applied in the payment of such further shares and in the extinguishments or diminution of the liability on the partly paid shares shall be so applied pro-rata in proportion to the amount then already paid or credited as paid on the existing fully paid or partly paid shares respectively.

6) When deemed requisite, a proper contract shall be filed in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the members entitled, as aforesaid and such appointment shall be effective.

7) The powers and provisions stated herein before shall not be in contradiction or violation of the provisions of Companies Act 1956 and regulation made there under or any other applicable laws or guidelines for the time being in force."

Insertion of Article to enable the company to issue inter-alia any Depositary receipts

65a. The Company may issue Loan Stock, Global Depositary Receipts (GDRs), American Depositary Receipts (ADRs), Share Warrants or any other security convertible into or exchangeable for the shares of the company or conferring the right to allotment or the option of right to call for allotment of shares of the company, securities linked to equity shares securities with warrants, including Foreign Currency Convertible Bonds (FCCBs) and Foreign Currency Exchangeable Bonds(FCEBs) subject to and in accordance with, applicable laws, including provisions of the Companies Act 1956 ,the Securities and Exchange Board of India (SEBI) guidelines, regulations and instructions and subject to other applicable legal and regulatory provisions to any eligible person, including Qualified Institutional Buyers foreign/ resident investors Indian and or Multinational Financial Institution, Mutual Funds, Banks, Non-Resident Indians, Stabilizing Agents or any other categories of investors, whether they be holders of shares of the Company or not."

Deletion of IInd Paragraph of Article No. 57

The Company may (subject to the provisions of Section 78, 80, 100 to 105 of the Act.), from time to time by Special Resolution reduce its capital redemptions reserve account or premium account in any manner for the time being authorized by law, and in particular capital may be paid off on the footing that it may be called up again or otherwise. This article is not to derogate from any power the Company would have it were omitted and is hereby deleted.

OPERATIONS

The Year 2009-10 was a year of significant growth and the same is detailed below:

Disbursements

The financial year 2009-10 was very significant for the Company in creating a strong platform for sustained growth. TOTAL DISBURSEMENTS reached Rs. 5252.00 million during financial year 2009-10, recording 132% growth over Rs. 22606 Lacs achieved during financial year 2008-2009. SEIL was successful in augmenting its portfolio without increasing the risk profile, mainly on account of increase in micro finance loans and SME & Trade loans. The emphasis on micro finance disbursements for agriculture and other activities continued in the year under review and the same will continue in future also.

No. of Customers

As on 31st March, 2010 the outreach of customers are 2.74 Lacs and on 30th June, 2010 over 2.97 Lacs.

Net Worth and Capital to Risk Adjusted Assets Ratio

The Net Worth of the Company improved to Rs 30076.40 Lacs as on 31st March, 2010 from Rs. 6982.54 Lacs as on 31st March 2009. The Capital to Risk Adjusted Assets Ratio (CRAR) stood at 67.24% as on 31st March, 2010 as against 30.91% as on 31st March 2009, which is much above the requirement as stipulated by Reserve Bank of India and is one of the best in the industry.

FIXED DEPOSITS

The fixed deposits of the Company as on 31/03/2010 stood at Rs. 1305.17 Lacs excluding accrued interest thereon against last years Rs. 903.46 Lacs. There is only one unclaimed matured Deposits lying with the company amounting to Rs. 1.14 Lacs as on 31.03.2010.

TIMELY REPAYMENT OF LOAN LIABILITIES

The Company has not defaulted in payment of interest and/or repayment of loans to any of the financial institutions and /or banks during the year under review.

CREDIT RATING

The Borrowing and fixed deposit programme of the Company assigned a rating of “CARE A-" & “CARE A" by CARE Limited respectively which denotes “ADEQUATE SAFETY”. Keeping in view the micro finance operations the rating assigned by Micro-Credit Ratings International Limited (MCRIL) to your Company is a+ denoting "HIGH SAFETY,GOOD SYSTEMS HIGHLY RECOMMENDED".

DELISTING OF SHARES

Since the Companys shares are listed at NSE and BSE both, hence during the Year the Shares of the Company were delisted from:

1. Delhi Stock Exchange Limited, New Delhi w.e.f 09.09.2009

2. Ahmedabad Stock Exchange Limited, Ahmedabad w.e.f 20.09.2009

3. Uttar Pradesh Stock Exchange Association Limited, Kanpur w.e.f 14.12.2009

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Management Discussion and Analysis of financial conditions and results of operations of the Company for the year under review, as required under Clause 49 of the listing agreement with the Stock Exchanges, is given as a separate statement forming part of the Annual Report.

DIRECTORS

Under the Provisions of Section 260 of the Companies Act, 1956 and Article 107 of Articles of Association of the Company, Shri Yashwant Rao Deshmukh was appointed as an Additional Director, with effect from July 12, 2010. He shall hold office up to the date of the ensuing Annual General Meeting.

The Company has received a notice in writing from a member proposing the candidature of Shri Yashwant Rao Deshmukh for the office of a Director, liable to retire by rotation.

Shri Sanjay Agarwal, resigned from the office of the Director of the Company with effect from July 12, 2010. The Board records its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

In terms of Article 115 of the Articles of Association, Shri Purushottam Agrawal and Dr. Shyam Lal Garg, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.

SUBSIDIARIES

The Company does not have any subsidiary.

CORPORATE GOVERNANCE

Your Company is committed to adhere to the best practice of governance. It is always ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. Your Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.

Your Company proactively follows Government principles and practices as to meet the business and regulatory needs, which has enabled it to emerge as one of the best corporate governed companies of India.

Detailed compliances with the provisions of Clause 49 of the Listing Agreement for the year ended 2009-10 has been given in Corporate Governance Report, which is attached and forms part of this report.

Certificate from the Auditor of the Company, M/s R. Lal & Company, Chartered Accountants, confirming compliance with conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

AUDITORS & AUDITORS REPORT:

M/s R. Lal & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 224(1B) of the Companies Act, 1956. The Directors recommend the re-appointment of M/s R. Lal & Company, Chartered Accountants, as Auditors of the Company.

The observations of Auditors in their report read with notes to the accounts are self explanatory and do not call for any further explanation.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION

Your company strives to provide the best work environment with ample opportunities to grow and explore. Every initiative and policy of the Company has buy-in of all its employees. The human resources development function of the Company is guided by a strong set of values and policies. The details of initiatives taken by the Company for development of human resources are given in Management Discussion and Analysis Report.

The Company maintained healthy, cordial and harmonious industrial relations at all levels.

PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure "A" to the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that

(i) In the preparation of the accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

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

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

With regard to the Non-Conventional Energy Generation Projects of the Company, the required measures are taken from time to time for conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings: NIL

Outgo: 5.57 Lacs

ACKNOWLEDGMENTS:

The Board of Directors wishes to place on record its appreciation for the commitment, dedication and hard work done by the employees of the Company and the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

By Order of the Board of Directors

for S.E. Investments Limited

Date: 13th August, 2010 (Purushottam Agrawal) (Sunil Agarwal)

Place: New Delhi Chairman Managing Director

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