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2014-15 ANNUAL REPORT NIGHTINGALE FINVEST PRIVATE LIMITED

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Page 1: ANNUAL REPORT - nightingalefinvest.innightingalefinvest.in/pdf/NFPL-Annual-Report-2015.pdf · been able to scale up its operations and extent beyond Assam state and expand its operations

2014-15

2014-15

ANNUAL REPORT

NIGHTINGALE FINVEST

PRIVATE LIMITED

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2

Managing director’s statement 3

Board of directors 4

Nightingale changing life of people 5

Why target Women? 6

Management discussion and Analysis Report 7

Business Performance and developments 8

Managing Discussion and Analysis Report 9-10

Photo 11-12

Report of the Board of Directors 13-17

Annexure to Report of the Board of Directors 18-25

Independent Auditor’s report 26-27

Annexure to the Auditors Report 28

Balance sheet as on March 31,2015 29

Statement of Profit and Loss for the Year ended March 31,2015 30

Cash flow statement for the year ended March 31,2015 31

Notes to the Financial statements for thye year ended March 31,2015 32-43

C O N T E N T S

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Managing Director’s Statement

1953.83Lakhs 424.20Lakhs 69.44Lakhs Loan portfolio as on

31st March, 2015 Revenue as on

31st March, 2015 Profit after Tax as on

31st March, 2015

20673

60

13 Number of Clients as on

31st March, 2015 Staff Strength as on

31st March, 2015 Number of Branches as on

31st March, 2015

Dear Shareholders,

Over the last few years of struggle and joint efforts of Nightingale family, the Company had

been able to scale up its operations and extent beyond Assam state and expand its operations

in the other North-east states.

Nightingale believes in equality of all people which can be attained through education and

skill development of poor and deprived. We have chosen micro finance activities as a tool to

provide poor people the opportunity to participate fully in economic life and shift from

poverty alleviation to wealth creation.

Our focus area of operation is now on the most deprived area of India i.e. North-east states of

India comprise Arunachal Pradesh, Assam, Nagaland, Manipur, Meghalaya, Mizoram,

Tripura and Sikkim. The banking and finance infrastructure in this region is very weak.

Small loans to poor are not economically viable to the banks and also most of the areas are

beyond the outreach of banks because of poor infrastructure, almost 70 % hilly region,

sparsely distributed population etc. Through our programme we undertake to extend support

to the under-privileged women of this region to break the cycle to poverty and generate

livelihood.

I take this opportunity to express my sincere thanks to the stakeholders for their cooperation

and involvement. I am thankful to all staff members for their commendable work at various

levels and request them to continue their dedicated pursuit in challenging situation. I would

also like to convey our heartfelt gratitude to all our well-wishers, bankers, financial

institutions, various Government authorities and consultants for their support and

encouragement.

Regards

Mantu Sharma

(Managing Director)

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4

BOARD OF DIRECTOR

Mr. Mantu Nath Sarma Managing Director A post Graduate in Commerce possessing over 16 years of experience in the field of promotion and financing of MSMEs, Microfinance, Financial Structuring is instrumental in spreading the outreach of micro credit wing of Nightingale Charitable Society and with the consistent growth in business enabled transformation of the programme into an NBC. Recognised for his vision and leadership in bringing professionalism to the NGO movement particularly in the State of Assam. Presently Director and Chief Executive Officer of Nightingale Finvest Private Ltd and looking after the executive of microfinance of the company.overall supervision of the activities done by him.

Mr. Pratap; Chakravarty Director A NGO activist with more than 14 years working

experience in micro credit. He is working for

empowerment of the less privileged women in rural as

well as urban sector through financial intermediation by

persistently encouraging them to build up their

confidence and to emerge as successful entrepreneurs.

Shri Chakravarty is actively involved in various activities

relating to micro credit and have good knowledge of

operation and management. He is the President of

Nightingale Charitable Society, a NGO doing micro credit

activities and presently, a Director of Nightingale Finvest

Private,Ltd

Rukunuddin Ahmed Director Possessed engineering diploma and a NGO activist have

more than 16 years experience in micro credit, financial

structuring and administration. He is the Treasurer of

Nightingale Charitable Society. He is good co-ordinator

and all skill development training programmes

conducted by the Company is co-ordinated by him.

Encourage the less privileged women and build up their

confidence by arranging skill development training

programmes for them. He is presently is a Director of

the Company and part of core team that initiated micro

finance project.

Mr. Kanchan Dutta

(Independent Director)He is practicing CA at Kolkata. He

is associated with a number of leading microfinance

institute in India. In addition, he is also involved as a

consultant in different companies. He has good

knowledge in governance, management of fund,

Accounting, Administration etc. his practice number is

053790 and director of other four companies in India.

Mrs. Olee Bora Nominee Director Presently Deputy General Manager of North Eastern Development Finance Corporation Ltd who has been nominated by NEDFi as Director of Nightingale Finvest Private Ltd. Since July 2014. Prior to joining NEDFi in 1996, worked as personal officer in Bongaigaon refinery and petrochemicals Ltd .(BRLPL)presently IOCL and Tata energy research institute (TERI). She has done graduation from the university of Allahabad and MBA from Gauhati university. Has also done PG diploma in training and development from Indian society of training and development(ISTD), New Delhi, she is a nominee director in Kanaklata mahila Urban co-operative Bank Ltd. And a few other NBFCs and societies assisted By NEDFi. She has been resource person to a number of NGOs and institute. she is also associated with the MBA Deptt. Of Gauhati university and external expert. She has presented and published papers in national and international conferences.

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Nightingale changing life of people.

Smt. Monorama Barman, a resident of

Bongaigaon

Smt. Monorama Barman, aged 38 wife of Shri

Ranjan Barman belonging to OBC community of

Barshangaon of Bongaigaon district, Assam has

availed of second cycle of loan of Rs.12,000/- for

investing in her dairy farm. By availing first cycle

loan she purchased a cow and after second cycle

she had purchased another cow. The family

consists of four members including husband and

their monthly income is around Rs.4,800/-. Her

husband a daily worker and having only 2 bighas

of land. The economic condition of the family is

now better than the period when no loan from the

company availed of. The living standard has

since changed and both the son and daughter are

prosecuting study in school.

“Nightingale has lightened my dark life”

Smt. Chayanti Roy, Swahidbedi, Bongaigaon

Smt. Chayanti Ray, wife of Shri Lanu Ram Ray, aged

48 years belonging to OBC community is running

tea staff at Swahidbedi in Bongaigaon town. She has

so far availed of second cycle loan of Rs.12,000/- for

investing in her tea stall. The condition of tea stall

has since changed and the monthly income of the

stall increased from Rs.7,500/- to Rs.12,000/-. There

is substantial change in the condition of the tea staff.

There are five family members including her

husband, two daughters and one son. All the

children are going to School and College. The family

is now happy and expect to earn more by availing

further loan from the Company.

“Nightingale helped me when all doors were closed”

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Gender Equality

Women Empowerment

Children Education

Why Target Women?

Women are usually one of the most vulnerable and poorest segments of

society

Women are the primary caregivers for the world’s children. The poverty of

women results in the physical and social underdevelopment of their children.

Experience proves that women are not only a good credit risk, they invest

their income toward their children’s health care, education, nutrition and

general well-being.

Women also obtain a higher social status within their homes and communities

after they become economically independent. It also lead to growth in

women’s self-esteem, self-confidence and their status both within the

household as well as the wider community and eventually promotes gender

equality.

Decline in cases of women injustice such as domestic violence and male

alcohol abuse and in regions where women’s mobility is limited women have

become more visible and are better able to negotiate in the public sphere

Women’s incomes improve the health, nutritional and educational status of

other household members, particularly children

Women have proved to be more reliable borrowers and are more likely to

repay promptly than men.

“Women are the

architects of a

healthy and

prosperous

society”

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Management Discussion and Analysis Report

The Directors of Nightingale Finvest Private Limited are pleased to present the Management Discussion & Analysis (“MD&A”) Report

for the Year Ended 31st March, 2015, a glorious year by any measure.

COMPANY BACKGROUND

ECONOMIC & MICRO FINANCE INDUSTRY SCENARIO IN INDIA

By providing women with capital, they will be able to

support themselves independent of men, in a manner

which would encourage sustainable growth of

enterprise and eventual self-sufficiency. Micro

financing is based on the philosophy that even small

amounts of credit can help end the cycle of poverty.

Another benefit produced from the micro financing

initiative is that it presents opportunities, such as

extending education and jobs. Families receiving micro

financing are less likely to pull their children out of

school for economic reasons. As well, in relation to

employment, people are more likely to open small

businesses that will aid the creation of new jobs.

Overall, the benefits outline that the micro financing

initiative is set out to improve the standard of living

amongst impoverished communities.

In FY 14-15, the Indian economy is expected to perform better than in

FY 2013-14. The GDP growth bottomed out in FY 2013-14 at 7.4%,

against the growth of outlined in FY 2013-14 at 6.9%. The Indian

economy in 2014-2015 has emerged as one the largest economies

with a promising economic outlook on the back of controlled

inflation, rise in domestic demand, increase in investments decline in

oil prices and reforms among others. The change in the economic

environment will be led by industrial growth. The extremely rapid

growth of the industry has to be seen in the broader context of the

robust core demand for microfinance coupled with positive policy

stance of the RBI and the Government. Within this big picture

framework, the key drivers of growth have been the accelerated fund

flows from banks and equity investors; the substantial scaling up of

operations by a number of players; and, the geographical expansion of

the industry to newer, less penetrated markets. Also, acceleration in

services and manufacturing growth in the face of subdued global

demand conditions point to the strengthening of domestic demand.

Indian microfinance industry, which plunged into a crisis five years

back, had made a turnaround in 2014-15.

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BUSINESS PERFORMANCE AND DEVELOPMENTS

Nightingale Finvest Private Limited is categorized under Micro Finance Credit Company .We mostly served to

poor and low income group of the society .Our business is mostly spread in the small districts of the north

eastern region. "The North East region remains a classic case of financial exclusion .Other indicators also reflect

the poor state of the economy in the region. The average per capita income of the people is very low there

compared to the other parts of the economy. The conditions in the region are actually appropriate to the growth

of micro-finance.

There are many hilly, un-served and undeserved areas in North eastern region where poor & low income group

people are being deprived of the micro credit for income generating activities. After analysing the economic &

financial scenario in the north eastern part of the India, Nightingale Finvest Private Limited has decided to

concentrate on these regions with the objective to provide financial assistance to poor and low income of the

society of this region.

The activities of Nightingale Finvest Private Limited were concentrated in 7 districts of state of Assam till 2013-

14. During the Year the company has spread its wings in 3 more branch offices in 3 districts of Arunachal

Pradesh, Meghalaya and Mizoram. Currently we are operating in 13 branches covered in 4 states of the north

eastern region. Nightingale has a tie up with a number of insurance companies providing coverage up to sum of

50000 rupees for the lives of their valuable customers.

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Management Discussion and Analysis Report

The company has showed a remarkable growth in the financial year 2014-15 compared to the last financial year 2013-2014. As far as

growth and profits, Nightingale Finvest leapt into the stratosphere compared to all previous years. During the year company allotted

20,000 Shares of Rs 100 each, which led the total share capital as Rs.309.00 lakhs as on 31st March 2015. The company believes to

continue the remarkable growth in the future. We are planning and focusing to expand our business in the entire region of the north

eastern region.

Loan

Portfolio

26.29%

2015: 1953.83 Lakhs

2014: 1547.10 Lakhs

Revenue

347.56%

2015: 424.20 Lakhs

2014: 94.78 Lakhs

Net Profit

after Tax

254.65%

2015: 69.44 Lakhs

2014: 19.58 Lakhs

Earning per

Share

207.07%

2015: Rs. 23.89

2014: Rs. 7.78

Number of

Clients

6.59%

2015: 20673

2014: 19395

Promoters’

Contribution

6.92%

2015: 309 Lakhs

2014: 289 Lakhs

Debt Fund

44.37%

2015: 2269.46 Lakhs

2014: 1572.01 Lakhs

Number of

Staff

20.00%

2015: 60

2014: 50

309

Lakhs

11.98%

2269.46

Lakhs

88.02%

Debt Equity Analysis

Equity Debt

22

0%

5%

10%

15%

20%

25%

30%

35%

Shareholdin

g %

0

500

1000

1500

2000

2500

Debt Fund

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FUTURE OUTLOOK

Loan

Portfolio

26.29%

2015: 1953.83 Lakhs

2014: 1547.10 Lakhs

Revenue

347.56%

2015: 424.20 Lakhs

2014: 94.78 Lakhs

Net Profit

after Tax

254.65%

2015: 69.44 Lakhs

2014: 19.58 Lakhs

Earning per

Share

207.07%

2015: Rs. 23.89

2014: Rs. 7.78

Number of

Clients

6.59%

2015: 20673

2014: 19395

Promoters’

Contribution

6.92%

2015: 309 Lakhs

2014: 289 Lakhs

Debt Fund

44.37%

2015: 2269.46 Lakhs

2014: 1572.01 Lakhs

Number of

Staff

20.00%

2015: 60

2014: 50

Nightingale expects to open around 48 branches by the end of 2019.

Further we will continue to pay our attention for the upliftment of the

poor and weaker section of the society in the north eastern region. We

tend to open branches at Barpeta Roas, Shillong, Aizwal and at

Pasighat as part of our business expansion model. We will be highly

obliged to contribute our hands as a part of enhancement and

progression of the women and weaker sections of the society, which is

the main concern in the modern era.

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Saraswati Puja 2015

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Staff Training 2014-15

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Report of the Board of Directors

BOARD REPORT

To the Members,

Your Directors have pleasure in submitting their 28th

Annual Report of the Company together with the Audited Statements of

Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review alongwith previous year’s figures are given hereunder

Particulars 31/03/2015

(Rs.)

31/03/2014

(Rs.)

Income from Business Operation 3,87,90,373.00 88,95,025.00

Other Income 3,629,348.00 5,82,748.00

Total Income 4,24,19,721.00 94,77,773.00

Less Interest 1,60,54,720.00 13,40,182.00

Profit before Depreciation 1,13,17,994.00 29,24,402.00

Less Depreciation 8,08,248.00 57,421.00

Profit after Depreciation 1,05,09,746.00 28,66,981.00

Less Current Income Tax 35,08,445.00 13,59,499.00

Less Previous Year adjustment of Income Tax 1,90,301.00 0.00

Less Deferred Tax (1,33,276.00) (4,50,157.00)

Net Profit after Tax 69,44,276.00 19,57,639.00

Earnings per share (Basic) 23.89 7.78

Earnings per share (Diluted) 23.89 7.78

2. DIVIDEND

No Dividend was declared for the current financial year due to conservation of profits by the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid last year, the provisions of Section 125 of the Companies

Act, 2013 do not apply.

Report of the Board of

during the year under review: a total

AND IMPLEMENTATION OF

The Company has not developed T, 2013

There were no loans, guarantees or applicable.

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Report of the Board of Directors

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business Operations done during the year under review:

The Company is a Non-Banking Finance Company registered with the Reserve Bank of India. The

Company is into the business of Micro Finance and has been duly grouped by the Reserve Bank of India

under MFI category. During the year under review, the Company has advanced a total sum of

Rs.2,42,73,100/- (as against a sum of Rs.4,41,70,000/- advanced during the previous financial year) and has

earned a profit (after tax) of Rs.69,44,276/-(as against a profit of Rs.19,57,639/- earned during the previous

financial year). There has been fourfold increase in the business of the Company and your Board of

Directors are expecting the trend to continue during coming years.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL

YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE

REPORT

No material changes and commitments affecting the financial position of the Company occurred between

the end of the financial year to which this financial statements relate on the date of this report

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no

foreign exchange inflow or Outflow during the year under review.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY

The Company has framed and implemented a risk management policy to counter the threats effecting the

profitability and existence of the Company.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the

said provisions are not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186

OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies

Act, 2013 during the year under review and hence the said provision is not applicable.

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Report of the Board of Directors

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013

during the year under review except salary to the whole time directors as set out in Note 18 to the financial statement which

sets out related party disclosures.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR

DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR

REPORTS

There was no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to

submission of Secretarial Audit Report in not applicable to the Company.

12. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND

DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to

the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of

Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as

provided under Section 178(3) of the Companies Act, 2013.

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management

and administration ) Rules, 2014 is furnished in AnnexureA and is attached to this Report.

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had 13 Board meetings during the financial year under review.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility

Statement:—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper

explanation relating to material departures;

(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;

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Report of the Board of Directors

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other

irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) The Company, being a Private Limited Company, the provisions relating to laying down internal financial controls to be

followed by the company are not applicable.

(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.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. DIRECTORS

Mr. Mantu NathSarma, Mr. Pratap Chakravarty and Mr. Rukunuddin Ahmed continued as Director of the Company. The

designations of all the said three Directors were changed during the financial year. Since the said Directors have been working

whole time with the Company, therefore, their designation has been changed to WHOLE TIME DIRECTOR.

During the year under review, Mrs. Olee Bora was nominated to the Board by NEDFi w.e.f. 09/07/2014. Also Mr. Kanchan

Dutta was appointed to the Board w.e.f. 19/01/2015.

The Company being a private company, provisions relating to retirement by rotation of Directors are not applicable.

19. DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

20. STATUTORY AUDITORS

M/s Surendra K. Jain, Chartered Accountants, Guwahati were appointed as Statutory Auditors in the Annual General

Meeting held on 05/09/2014. Their continuance of appointment and payment of remuneration are to be confirmed and

approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the

effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

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Report of the Board of Directors

21. RISK MANAGEMENT POLICY

The Company has framed and implemented a risk management policy to counter the threats effecting the profitability and

existence of the Company.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and

its Powers) Rules, 2013 is not applicable to the Company.

23. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

24. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government

Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also

acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Date : 08/07/2015

Place : Guwahati

Pratap Chakravarty Mantu Nath Sarma

(Whole Time Director) (Managing Director)

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Annexure to Report of the Board of Directors

ANNEXURE A

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Sec92(3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN U65999AS1987PTC010830

2. Registration Date November 13, 1987

3. Name of the Company Nightingale Finvest Private Limited

4. Category/Sub-category of

the Company Micro Financing

5. Address of the Registered

office & contact details

House No. 85, D.R. Pathak Bhawan

Voltas Lane, Natun Sarania

Guwahati-781003, Assam

6. Whether listed company NO

7. Name, Address & contact

details of the Registrar &

Transfer Agent, if any.

NOT APPLICABLE

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of

the total turnover of the company shall be stated)

. No

S.

Name and Description of main

products / services

NIC Code of the

Product/service

% to total turnover of the company

1 Monetary Intermediation 641 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Allthebusinessactivitiescontributing10%ormoreofthetotal turn over of the company shall be stated:-

Sl.No. Nameand Description of

mainproducts/ services

NIC Code of the

Product/ service

% total turn over of the

company

1 NIL NIL NIL

2 NIL NIL NIL

3 NIL NIL NIL

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Annexure to Report of the Board of Directors

IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

Category of

Shareholders

No. of Shares held at the beginning of the

year[As on 31-March-2014]

No. of Shares held at the end of the year[As

on 31-March-2015]

%

Change

during

the year Demat Physical Total % of

Total

Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/ HUF NIL 239000 239000 82.70 NIL 259000 259000 83.82 1.12

b) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL

d) Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Banks / FI NIL 50000 50000 17.30 NIL 50000 50000 16.18 (1.12)

f) Any other NIL NIL NIL NIL NIL NIL NIL NIL NIL

Total

shareholding of

Promoter (A)

NIL 289000 289000 100.00 NIL 309000 309000 100.00

B. Public Shareholding

1. Institutions NIL NIL NIL NIL NIL NIL NIL NIL NIL

a) Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

b) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL

d) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Venture Capital

Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

f) Insurance

Companies NIL NIL NIL NIL NIL NIL NIL NIL NIL

g) FIIs NIL NIL NIL NIL NIL NIL NIL NIL NIL

h) Foreign Venture

Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total (B)(1):- NIL NIL NIL NIL NIL NIL NIL NIL

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20

Annexure to Report of the Board of Directors

2. Non-Institutions

a) Bodies Corp.

i) Indian NIL NIL NIL NIL NIL NIL NIL NIL NIL

ii) Overseas NIL NIL NIL NIL NIL NIL NIL NIL NIL

b) Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL

i) Individual

shareholders

holding nominal

share capita l upto

Rs. 1 lakh

NIL NIL NIL NIL NIL NIL NIL NIL NIL

ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 1 lakh

NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL

Non Resident

Indians NIL NIL NIL NIL NIL NIL NIL NIL NIL

Overseas Corporate

Bodies NIL NIL NIL NIL NIL NIL NIL NIL NIL

Foreign Nationals NIL NIL NIL NIL NIL NIL NIL NIL NIL

Clearing Members NIL NIL NIL NIL NIL NIL NIL NIL NIL

Trusts NIL NIL NIL NIL NIL NIL NIL NIL NIL

Foreign Bodies - D

R NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total (B)(2):- NIL NIL NIL NIL NIL NIL NIL NIL NIL

Total Public

Shareholding

(B)=(B)(1)+ (B)(2)

NIL NIL NIL NIL NIL NIL NIL NIL NIL

C. Shares held by

Custodian for

GDRs & ADRs

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Grand Total

(A+B+C) NIL 289000 289000 100.00 NIL 309000 309000 100.00 NIL

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21

Annexure to Report of the Board of Directors

B) Shareholding of Promoter- SN Shareholder’s

Name

Shareholding at the beginning of the

year

Shareholding at the end of the year % change in

shareholding

during the year

No. of

Shares

% of

total

Shares of

the

company

%of Shares

Pledged /

encumbered

to total

shares

No. of

Shares

% of total

Shares of the

company

%of Shares

Pledged /

encumbered to

total shares

1 Mantu

NathSarma 52415 18.14 NIL 52415 16.96 NIL (1.18)

2 Pratap

Chakravarty 39660 13.72

NIL 39660 12.84

NIL (0.88)

3 Rukunuddin

Ahmed 31987 11.07

NIL 31987 10.36

NIL (0.71)

4 Jiten Bhagawati 23182 8.02 NIL

23182 7.50 NIL (0.52)

5 Dipmani Sarma 17623 6.10 NIL

17623 5.70 NIL (0.4)

6 Gopal Chandra

Kalita 133 0.05

NIL 133 0.04

NIL (0.01)

7 Netra Chhetry 10000 3.46 NIL

10000 3.24 NIL (0.22)

8 Binay Jain 10000 3.46 NIL

10000 3.24 NIL (0.22)

9 Bhadreswar

Das 12000 4.15

NIL 12000 3.88

NIL (0.27)

10 Surendra Saha 15000 5.19 NIL

15000 4.85 NIL (0.34)

11 Dip NathSarma 15000 5.19 NIL

15000 4.85 NIL (0.34)

12 Rekibuddin

Ahmed 12000 4.15

NIL 12000 3.88

NIL (0.27)

13

North Eastern

Development

Finance

Corporation

Limited

50000 17.30 NIL

50000 16.18

NIL (1.12)

14 Sipra Deb NIL NIL NIL

5000 1.62 NIL 1.62

15 Ajit Sarma NIL NIL NIL

5000 1.62 NIL 1.62

16 Binu Basnet NIL NIL NIL

5000 1.62 NIL 1.62

17 Ajay Dutta NIL NIL NIL

5000 1.62 NIL 1.62

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Annexure to Report of the Board of Directors

C) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Particulars Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of

shares

% of total

shares of the

company

No. of

shares

% of total

shares of the

company

SIPRA DEB

At the beginning of the year 0 0 0 0

Allotment made on 19-03-2015 5000 1.62 5000 1.62

At the end of the year 5000 1.62

AJIT SARMA

At the beginning of the year 0 0 0 0

Allotment made on 19-03-2015 5000 1.62 5000 1.62

At the end of the year 5000 1.62

BINU BASNET

At the beginning of the year 0 0 0 0

Allotment made on 19-03-2015 5000 1.62 5000 1.62

At the end of the year 5000 1.62

AJAY DUTTA

At the beginning of the year 0 0 0 0

Allotment made on 19-03-2015 5000 1.62 5000 1.62

At the end of the year 5000 1.62

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs): NOT APPLICABLE

SN For Each of the Top 10

Shareholders

Shareholding at the

beginning

of the year

Cumulative Shareholding during

the

year

No. of

shares

% of total

shares of

the

company

No. of

shares

% of total

shares of the

company

At the beginning of the year

Date wise Increase / Decrease in Promoters

Shareholding during the year specifying the

reasons for increase /decrease (e.g. allotment /

transfer / bonus/ sweat equity etc):

At the end of the year

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23

Annexure to Report of the Board of Directors

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each

Key Managerial Personnel

Shareholding at the

beginning

of the year

Cumulative Shareholding

during the

year

No. of

shares

% of total

shares of

the

company

No. of

shares

% of total

shares of the

company

MANTU NATH SARMA

At the beginning of the year 52415 18.14 52415 18.14

At the end of the year 52415 16.96

PRATAP CHAKRAVARTY

At the beginning of the year 39660 13.72 39660 13.72

At the end of the year 39660 12.83

RUKUNUDDIN AHMED

At the beginning of the year 31987 11.07 31987 11.07

At the end of the year 31987 10.35

OLEE BORA

At the beginning of the year 0 0 0 0

At the end of the year 0 0

KANCHAN DUTTA

At the beginning of the year 0 0 0 0

At the end of the year 0 0

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans

excluding deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning of the

financial year

i) Principal Amount 157201415.00 Nil Nil 157201415.00

ii) Interest due but not paid Nil Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil Nil

Total (i+ii+iii) 157201415.00 Nil Nil 157201415.00

Change in Indebtedness during the

financial year

* Addition 190000000.00 Nil Nil 190000000.00

* Reduction 120255658.00 Nil Nil 120255658.00

Net Change 70255658.00 Nil Nil 70255658.00

Indebtedness at the end of the financial

year

i) Principal Amount 226945757.00 Nil Nil 226945757.00

ii) Interest due but not paid Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil

Total (i+ii+iii) 226945757.00 226945757.00

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24

Annexure to Report of the Board of Directors

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Mantu Nath

Sarma

Pratap

Chakravarty

Rukunuddin

Ahmed

1 Gross salary (per month) 60,000 48,000 56,000 1,64,000

(a) Salary as per provisions contained

in section 17(1) of the Income-tax

Act, 1961

NIL NIL NIL NIL

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

NIL NIL NIL NIL

(c) Profits in lieu of salary under

section 17(3) Income- tax Act, 1961

NIL NIL NIL NIL

2 Stock Option NIL NIL NIL NIL

3 Sweat Equity NIL NIL NIL NIL

4 Commission

- as % of profit

- others, specify…

NIL NIL NIL NIL

5 Others, please specify

NIL NIL NIL NIL

Total (A)

60,000 48,000 56,000 1,64,000

Ceiling as per the Act

**** Salary was paid for 5 (five) months as the designation of Directors were changed to Whole Time Director w.e.f.

01/11/2015.

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total Amount

Kanchan

Dutta

Olee Bora ---- ---

1 Independent Directors NIL NIL NIL NIL NIL

Fee for attending board committee

meetings

NIL NIL NIL NIL NIL

Commission NIL NIL NIL NIL NIL

Others, please specify NIL NIL NIL NIL NIL

Total (1) NIL NIL NIL NIL NIL

2 Other Non-Executive Directors NIL NIL NIL NIL NIL

Fee for attending board committee

meetings

NIL NIL NIL NIL NIL

Commission NIL NIL NIL NIL NIL

Others, please specify NIL NIL NIL NIL NIL

Total (2) NIL NIL NIL NIL NIL

Total (B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial

Remuneration

NIL NIL NIL NIL NIL

Overall Ceiling as per the Act NIL NIL NIL NIL NIL

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25

Annexure to Report of the Board of Directors

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

1 Gross salary NIL NIL NIL NIL

(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961

NIL NIL NIL NIL

(b) Value of perquisites u/s 17(2) Income-tax Act,

1961

NIL NIL NIL NIL

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

NIL NIL NIL NIL

2 Stock Option NIL NIL NIL NIL

3 Sweat Equity NIL NIL NIL NIL

4 Commission NIL NIL NIL NIL

- as % of profit NIL NIL NIL NIL

others, specify… NIL NIL NIL NIL

5 Others, please specify NIL NIL NIL NIL

Total NIL NIL NIL NIL

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief

Description

Details of Penalty /

Punishment/

Compounding fees

imposed

Authority

[RD / NCLT/

COURT]

Appeal made,

if any (give

Details)

A. COMPANY

Penalty 87 Condonation

for delay in

creation of

charge

Rs.7500/= (Rupees

Seven Thousand

Five Hundred)

Regional

Director, North

Eastern Region

No Appeal was

made.

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

C. OTHER OFFICERS IN DEFAULT

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

By providing women with capital, they will be able to

support themselves independent of men, in a manner which

would encourage sustainable growth of enterprise and

eventual self-sufficiency. Micro financing is based on the

philosophy that even small amounts of credit can help end

the cycle of poverty. Another benefit produced from the

micro financing initiative is that it presents opportunities,

such as extending education and jobs. Families receiving

micro financing are less likely to pull their children out of

school for economic reasons. As well, in relation to

employment, people are more likely to open small

businesses that will aid the creation of new jobs. Overall,

the benefits outline that the micro financing initiative is set

out to improve the standard of living amongst impoverished

communities.

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26

Independent Auditors’ Report

To the Members of Nightingale Finvest Private Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of NIGHTINGALE FINVEST PRIVATE LIMITED (“the

Company”), House no.85, D.R.PathakBhawan, Voltas Lane, Natun Sarania, Chandmari, GUWAHATI-781003, which

comprise the Balance Sheet as at March 31,2015 the Profit and Loss Statement, the Cash Flow Statement for the year then

ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the

Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financia l

position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted

in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable

and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation

of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into

account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the

audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the

Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial

control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company

has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such

controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the

accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the financial

statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone

financial statements give the information required by the Act in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,

2015, and its profit and its cash flows for the year ended on that date Our opinion is not qualified / modified in respect of this

matter.

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27

Independent Auditors’ Report

Report On Other Legal And Regulatory Requirements

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books.

c) The Balance Sheet, the Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement

with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of

Directors, none of the directors is disqualified as on March 31, 2015from being appointed as a director in terms of Section 164

(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, Rule 11 of the companies

(Audit and Auditors) Rule, 2014 is not applicable to the company.

g) As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in

terms of sub-section (11) of section 143 of the Companies Act, 2015,we give in the Annexure a statement on the matters

specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For Surenkra K. Jain and Associates

Chartered Accountants

Firm Registration No. 320236E

S.K. Jain

Proprietor

Membership No. 300-055407

Date: June 29, 2015

Place: Guwahati

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28

Annexure to the Auditors’ Report

(i). The company has maintained proper records showing full particulars, including quantative details and situation of fixed

assets. The Fixed Assetsof the company have been physically verified by the management during the year. In our opinion,

the frequency of verification is reasonable. No discrepancies were noticed on such verification. Further no fixed assets have

been disposed offduring the year.

(ii). The Company has not granted any loans, secured or unsecured, to companies, firms or otherparties covered in the register

maintained under section 189 of the companies Act, 2013.

(iii). In our opinion, there are adequate internal control system commensurate with the size of the company and nature of its

business for the purchases of Fixed Assets and for the sale of services.

(iv). The Company has not accepted any deposits during the year from the public within the meaning ofthe provisions of section

73 and 76 or any other relevant provisions of the Companies Act, 2013and rules framed thereunder.

(v). (a) According to the information and explanations given to us, the Company had been generallyregular in depositing

statutory dues with the appropriate authorities during the year.

(b) Amount of statutory dues outstanding as on 31.3.2105 for a period of more than six monthsfrom the date they became

payable is Rs. 1,35, 833/-

(c) According to the information & explanations given to us, there are no dues under dispute inrespect of PF, ESI, Income

Tax, Service Tax that have not been deposited with the appropriateauthorities.

(vi). The Company has no accumulated losses as on 31.03.2015 and the company has not incurred any cash loss during the

financial year and in the immediately preceding financial year.

(vii). Based on our audit procedures and the information and explanations given by the management,the company has not

defaulted in repayment of dues to a financial institution or bank or debenture holders.

(viii). As explained to us, the company has not given any guarantee for loan taken by others from bank or financial institution.

(ix). As explained to us , the term loans were applied for the purpose of which the loans were obtained.

(x). No frauds on or by the company has been noticed or reported during the year.

(xi). As per the information and explanations given to us and taking into consideration the natures of business of the company,

the other clauses of the said order are not applicable to the company forthe year under audit.

For Surenkra K. Jain and Associates

Chartered Accountants

Firm Registration No. 320236E

S.K. Jain

Proprietor

Membership No. 300-055407

Date: June 29, 2015

Place: Guwahati

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29

Balance Sheet as at March 31, 2015

PARTICULARS Notes As at

31.03.2015

Rupees

As at

31.03.2014

Rupees

I. EQUITY & LIABILITIES

Shareholders Fund

Share Capital 1 3,09,00,000 2,89,00,000

Reserve & Surplus 2 62,50,585 -6,93,691

Non - Current Liabilities

Long Term Borrowings 3 8,99,56,680 15,72,01,415

Other Long Term Liabilities 9,958 9,958

Current Liabilities

Short Term Borrowings 4 13,69,89,077 -

Other Current Liabilities 5 15,26,672 10,50,096

Short Term Provisions 6 55,98,103 28,82,353

Total 27,12,31,075 18,93,50,131

II. ASSETS

Non - Current Assets

Fixed Assets 7 19,63,263 26,44,298

Investments 8 1,000 1,000

Long term Loans & Advances 9 7,12,25,205 10,65,47,965

Other Non - Current Assets 10 69,303 69,303

Deferred Tax Assets 5,74,094 4,40,818

Current Assets

Cash & Cash Equivalents 11 7,04,15,326 2,98,96,030

Short Term Loans & Advances 12 12,69,82,884 4,97,50,717

Total 27,12,31,075 18,93,50,131

Significant Accounting Policies & Notes accompanying form an

Integral part of the financial statements

18

As per report of even date

For Surenkra K. Jain and

Associates

Chartered Accountants

Firm Registration No. 320236E

S.K.Jain

Proprietor

Membership No. 300-055407

Date: June 29, 2015

Place: Guwahati

For and behalf of

Nightingale Finvest Private Limited

Director Director

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30

Statement of Profit and Loss for the year ended March 31, 2015

PARTICULARS Notes For the year ended

31.03.2015

Rupees

For the year ended

31.03.2014

Rupees

INCOME

Interest & Finance Charge 13 3,87,90,373 88,95,025

Other Income 14 36,29,348 5,82,748

Total Revenue 4,24,19,721 94,77,773

EXPENSES

Finance Cost 15 1,60,54,720 13,40,182

Employee Benefit Expenses 16 80,57,988 22,41,818

Other Expenses 17 65,81,493 15,22,080

Provision for Loan (Standard Assets) 4,07,526 14,49,291

Depreciation & amortization expense 7 8,08,248 57,421

Total Expenses 3,19,09,975 66,10,792

Profit/ (Loss) Before Tax 1,05,09,746 28,66,981

Current Tax 35,08,445 13,59,499

Deferred Tax -1,33,276 -4,50,157

Tax for Earlier Years 1,90,301 0

Profit/ (Loss) After Tax 69,44,276 19,57,639

Earning per equity Share (Basic & Diluted) 23.89 7.78

Significant Accounting Policies & Notes accompanying form an

Integral part of the financial statements

18

As per report of even date

For Surenkra K. Jain and Associates

Chartered Accountants

Firm Registration No. 320236E

S.K. Jain

Proprietor

Membership No. 300-055407

Date: June 29, 2015

Place: Guwahati

For and behalf of

Nightingale Finvest Private Limited

Director Director

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31

Cash Flow Statement for the year ended March 31, 2015

For the year ended

31.03.2015

Rupees

For the year ended

31.03.2014

Rupees

(A.) CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before taxation 10,509,746 2,866,981

Adjustment For:

Depreciation 808248 57421

Interest paid 16,054,720 1,340,182

Operating Profit Before Working Capital Changes 27,780,240 5,713,875

change in Long Term Loans And Advances 35,322,760 91,783,786

Change in Short Term Loans and Advances -77,232,167 -43,713,177

Change in Non Current Liabilities -67,244,735 154,695,251

Change in Current Liabilities 136,989,077

Change in Other Current Liabilities 476,576 1,019,596

Income Tax paid (including Advance Tax and TDS) -1,390,522 -406,098

NET CASH FLOW FROM OPERATING ACTIVITIES(A) 54,701,229 25,525,661

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets -128,081 -2,500,108

Sale Of Fixed Assets 868

Change in Investments -1,000

NET CASH FLOW FROM INVESTING ACTIVITIES(B) -127,213 -2,501,108

(C) CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issuance of capital 2,000,000 5,000,000

Interest Paid -16,054,720 -1,340,182

NET CASH FLOW FROM FINANCING ACTIVITIES (C) -14,054,720 3,659,818

Net Increased In Cash And Cash Equivalents(A+B+C) 40,519,296 26,684,371

Cash And Cash Equivalents(Opening Balance) 29,896,030 3,211,659

CASH AND CASH EQUIVALENTS(CLOSING BALANCE) 70,415,326 29,896,030

As per report of even date

For Surenkra K. Jain and Associates

Chartered Accountants

Firm Registration No. 320236E

S.K .Jain

Proprietor

Membership No. 300-055407

Date: June 29, 2015

Place: Guwahati

For and behalf of

Nightingale Finvest Private Limited

Director Director

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32

Notes to the Financial Statements for the year ended March 31, 2015

1. SHARE CAPITAL As at 31.03.2015 As at 31.03.2014

No. Amount in Rs. No. Amount in Rs.

AUTHORISED

Equity Shares of Rs. 100/- each 5,00,000 5,00,00,000 5,00,000 5,00,00,000

Issued Subscribed & Paid up

309,000 Equity Shares of Rs. 100/- each

fully paid up 3,09,000 3,09,00,000 2,89,000 2,89,00,000

3,09,000 3,09,00,000 2,89,000 2,89,00,000

RECONCILATION OF NUMBER OF EQUITY SHARES

Particulars As at 31.03.2015 As at 31.03.2014

No. Amount in Rs. No. Amount in Rs.

Shares outstanding at the beginning of the year 2,89,000 2,89,00,000 2,39,000 2,39,00,000

Shares issued during the year 20,000 20,00,000 50,000 50,00,000

Shares bought back during the year - - - -

Shares outstanding at the end of the year 3,09,000 3,09,00,000 2,89,000 2,89,00,000

DETAILS OF MEMBERS HOLDING EQUITY SHARES MORE THAN 5%

Name of Shareholders As at 31.03.2015 As at 31.03.2014

No. Of Shares % holding No. Of Shares % holding

Mantu Nath Sharma 52415 16.96% 52415 18.14%

Pratap Chakravarty 39660 12.83% 39660 13.72%

Rukunuddin Ahmed 31987 10.35% 31987 11.07%

Jiten Bhagabati 23182 7.50% 23182 8.02%

Dipani Sharma 17623 5.70% 17623 6.10%

Dip Nath Sarma - - 15000 5.19%

Surendra Saha - - 15000 5.19%

NEDFI 50,000 16.18% 50,000 17.30%

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Notes to the Financial Statements for the year ended March 31, 2015

2. RESERVES & SURPLUS As at 31.03.2015 As at 31.03.2014

(in Rs.) (in Rs.)

a) STATUTORY RESERVE

Opening Balance 6,12,450

2,20,922

(+) Transferred from Statement of Profit & Loss 13,88,855 3,91,528

20,01,305 6,12,450

b) PORTFOLIO RISK RESERVE

Opening Balance 3,88,033 3,88,033

(+) Transferred from Statement of Profit & Loss 1,00,423 NIL

4,88,456 3,88,033

c) SURPLUS : Statement of Profit & Loss

Opening Balance -16,94,174 -32,60,285

(+) Profit for the year after Tax 97,008 19,57,639

(-) Transferred to Statutory Reserve 13,88,855 3,91,528

(-) Transferred to Portfolio Risk Reserve 1,00,423 NIL

-30,86,444 -16,94,174

TOTAL -5,96,683 -6,93,691

3. LONG TERM BORROWINGS

Assam Gramin Vikash Bank - 48,49,152

North Eastern Development Finance Corporation 8,21,23,347 15,23,52,263

IDBI Bank 20,00,000 -

Assam Financial Corporation Ltd 58,33,333 -

TOTAL 8,99,56,680 15,72,01,415

4. SHORT TERM BORROWINGS

North Eastern Development Finance Corporation 12,48,22,410 -

IDBI Bank 80,00,000 -

Assam Financial Corporation Ltd 41,66,667 -

TOTAL 13,69,89,077 -

5. OTHER CURRENT LIABILITIES

Auditors Remuneration payable 45,000 21,000

Compliance Certificate - 5,000

Insurance Premium Payable 37,199 40,747

Employees Provident Fund Payable 22,799 -

Assam Co-op Apex bank (cheque issued since realised) 9,39,569

Assam Gramin Vikash Bank (cheque issued since realised) 14,21,674 43,780

TOTAL 15,26,672 10,50,096

6. SHORT TERM PROVISIONS

Provision for Loan(standard assets) 19,53,825 1546299

Provision for Income Tax(Current Tax) 35,08,445 13,36,054

Provision for Income Tax (Earlier year) 1,35,833 -

TOTAL 55,98,103 28,82,353

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Notes to the Financial Statements for the year ended March 31, 2015

7. FIXED ASSETS

Description GROSS BLOCK DEPRECIATION NET BLOCK

As at

31st Mar

2014

Addition Sold As at

31st Mar

2015

Up to

31st Mar

2014

During

the year

Up to

31st Mar

2015

As at

31st Mar

2015

As at

31st Mar

2014

Furniture & Fixture

-Furniture 22,77,381 27,335 750 23,03,966 52,436 5,81,025 6,33,461 16,70,505 22,24,945

-Electric

Installation 1,17,880 - - 1,17,880 - 30,515 30,515 87,365 117880

Typewriter 2,700 - 118 2,582 - - - 118

Computer 2,21,921 61,500 - 2,83,421 48,315 1,23,097 1,71,412 1,12,009 1,73,606

Printer 59,160 36,450 - 95,610 12,012 37,465 49,477 46,133 47,148

UPS 560 1,550 - 2,110 - 1,321 1,321 789 560

Bicycle 42,588 1,246 - 43,834 550 10,898 11,448 32,386 42,038

Fax Machine 1,720 - - 1,720 - 1,086 1,086 634 1,720

Inverter 4,420 - - 4,420 25 2,793 2,818 1,602 4,395

Mobile Phone 500 - - 500 - 225 225 275 500

Office Equipment 10,638 - - 10,638 - 6,719 6,719 3,919 10,638

Photostate Machine 20,750 - - 20,750 - 13,104 13,104 7,646 20,750

27,60,218 1,28,081 28,84,849 1,15,920 8,08,248 9,21,586 19,63,263 26,44,298

As at 31.03.2015 As at 31.03.2014

(in Rs.) (in Rs.)

8. INVESTMENTS

Share of Assam Apex Co-operative bank 1,000 1,000

TOTAL 1,000 1,000

9. LONG TERM LOANS AND ADVANCES

Loans to Micro Finance Borrowers 7,11,45,205 10,64,67,965

Other advances 80,000 80,000

TOTAL 7,12,25,205 10,65,47,965

10. OTHER NON-CURRENT ASSETS

Income Tax Deducted at Source 53,320 53,320

Wealth Tax 7,440 7,440

TDS (AY 2009-10) 8,543 8,543

TOTAL 69,303 69,303

11. CASH AND CASH EQUIVALENTS

Cash on Hand 5,81,795 13,43,796

Balance in Current Accounts 2,13,30,018 83,92,234

FD with Banks 4,85,03,513 2,01,60,000

TOTAL 7,04,15,326 2,98,96,030

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35

Notes to the Financial Statements for the year ended March 31, 2015

As at 31.03.2015 As at 31.03.2014

(in Rs.) (in Rs.)

12. SHORT TERM LOANS AND ADVANCES

Loans to Micro Finance Borrowers 12,42,37,284 4,81,61,930

Advance Income Tax (AY 2015-16) 21,00,000 11,00,000

House Rent Advance 5,88,000 4,05,000

Salary Advance 44,370 72,620

TDS (A.Y 2015-16) 13,230 11,167

TOTAL 12,69,82,884 4,97,50,717

13. INTEREST AND FINANCE CHARGE

Interest on Micro Finance Loans 3,63,63,063 84,53,325

Processing Fees 24,27,310 4,41,700

TOTAL 3,87,90,373 88,95,025

14. OTHER INCOME

Training fees - 5,04,900

Interest on Reliance Liquid Fund 4,82,765 54,668

Interest on Fixed Deposits 31,46,583 23,180

TOTAL 36,29,348 5,82,748

15. FINANCE COST

Interest paid to:

-North Eastern Development Finance Corporation 1,44,30,563 11,51,714

-Assam Gramin Vikash Bank ltd 3,13,463 1,88,468

-IDBI Bank 2,29,794 -

-Processing Fees 10,80,900 - TOTAL 1,60,54,720 13,40,182

16. EMPLOYEE BENEFIT EXPENSES

Salary to Staff

- to Directors 8,20,000 2,88,000

- to Others 63,87,317 72,07,317 17,08,518

Bonus To Staff 7,37,350 1,82,000

Staff Welfare 35,950 63,300

Employer's Contribution to PF 77,371 - TOTAL 80,57,988 22,41,818

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Notes to the Financial Statements for the year ended March 31, 2015

As at 31.03.2015 As at 31.03.2014

(in Rs.) (in Rs.)

17. OTHER EXPENSES

Electric Charges 34,265 10,306

Rent 9,68,350 3,40,400

Repairs and Maintenance 66,956 36,018

ROC Filling Fees 46,300 1,28,000

General Expenses 1,10,352 27,200

Printing & Stationery 13,00,093 1,32,641

Training Expenses 10,35,598 4,93,250

Newspaper & Periodicals 16,750 1,776

Bank Charges 1,97,410 24,964

Auditors Remuneration 45,000 21,000

Professional Fees 65,439 54,500

Travelling & Conveyance 10,45,007 46,652

Staff Tea & Tiffin 3,02,235 59,135

Misc Expenses 39,409 9,957

Credit Rating Fees 1,93,821 1,26,405

Website Maintenance 1,234 8,000

Share Application Fees - 2

High Mark Fees 35,721 1,874

Incentive 3,36,200 -

Saraswati Puja Expenses 1,67,250 -

Software Expenditure 30,708 -

Donation 5,602 -

Office Maintenance 4,15,765 -

Telephone Expenses 7,002 -

Entertainment 21,205 -

Membership Fees 89,326 -

ISO Certificate Fee 4,495 -

TOTAL 65,81,493 15,22,080

18. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS

1) Basis of Preparation of Financial Statements

The financial statements are prepared under historical cost convention, on accrual basis of accounting and in accordance with the

provisions of Companies Act, 1956 and comply with the Accounting Standards as specified in the Companies ( Accounting

Standards ) Rule 2006, prescribed by the Central Government to the extent applicable, except otherwise stated and stipulated in the

directions issued by Reserve bank of India (RBI) for Non Banking Financial (Non- Deposit Accepting or Holding) Companies

Prudential Norms (Reserve Bank) Directions,2007 from time to time.

2) Significant Estimates

The presentation of financial statements in conformity with Indian Generally Accepted Accounting Principles requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Although

such estimates are made on a reasonable and prudent basis taking into account all available information, actual results could differ

from those estimates.

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Notes to the Financial Statements for the year ended March 31, 2015

3) Fixed Assets

Fixed assets are stated at cost net of depreciation. The cost of an asset comprises its purchase price and any cost directly attributable

for bringing the asset to its working condition and location for its intended use.

Depreciation on all tangible assets is provided on written down method over the estimated useful lives using rates prescribed by

Schedule XIV of the Companies Act 1956. In respect of additions, depreciation is provided on pro-rata basis from the date of

acquisition/installation. No depreciation is provided on fixed assets purchased on 31.03.14 as the same were not used for the purpose

of the company business during the year.

4) Income Taxes

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax

1961 as applicable to the financial year.

Deferred tax resulting from "timing differences" between taxable and accounting income is accounted for using the tax rates and laws

that are enacted or substantively enacted as on the balance sheet date.

5) Loans and Advances

Loans are classified in terms of the Non Banking Financial ( Non Deposit Accepting or Holding ) Companies Prudential Norms

(Reserve Bank) Directions 2007.

6) Provisioning Policy for Loan Portfolio

As per RBI statutory requirement, provision needs to be made for standard assets at 1% of the outstanding amount. The assets

classification and provisioning policy norm followed by the company is as per the table below:

Asset Classification Overdue

Provision as per

RBI Prudential norm Company

Policy

Standard On time Repayment 1% 1%

Overdue upto 90 days 1% 1%

Sub-Standard Over due more than 90 days upto 180 days 50% 50%

Over due more than 180 days to 12 months 100% 100%

Over due more than 12 months up to 18 months 100% 100%

Doubtful Secured/Partly

Secured

Overdue Up To 1 Year 100% 100%

Overdue 1-3 Years 100% 100%

Overdue> 3 Years 100% 100%

Doubtful Unsecured

100% 100%

Loss Assets 100% 100%

7) Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of

past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are disclosed in

the notes. Contingent assets are neither recognised nor disclosed in the financial statements.

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Notes to the Financial Statements for the year ended March 31, 2015

8) Revenue Recognition

Interest on loans is accounted on diminishing balance method. Loan processing fees is accounted for at the time of disbursement.

Interest on loans which have remained overdue for more than 90 days at the end of the accounting period are recognised only when

interest is realized.

All other incomes are recognised on accrual basis.

9) Loan Write Off Policy

Under following circumstances, loans are written off :

Under extra-ordinary circumstances such as the death of a customer who has not received life insurance coverage or his/her spouse

and /or any other incident where in the opinion of the management, the loan amount is not recoverable.

Where the balance outstanding at the time of closure of loan is insignificant and in the opinion of the management, the cost of

collection is not economically viable.

All loss assets as identified in terms of Directions issued by Non Banking Financial (Non-Deposit Accepting or Holding) Companies

Prudential Norms (Reserve Bank) Directions,2007.

10) Financial Expenses

Financial cost directly attributable to the acquisition or construction of qualifying assets are capitalized. Financial expenses

exclusively incurred for providing loans to borrowers are charged to revenue.

11) EARNING PER SHARE As at 31.03.2015 As at 31.03.2014

Net Profit available for Shareholders(Rs) 69,44,276 19,57,639

Weighted average No. of Shares for Basic earning per share 2,90,667 2,51,500

Weighted average No. of Shares for Diluted earning per share 2,90,667 2,51,500

Normal value of Share (Rs) 100 100

Basic Earning per share (Rs) 23.89 7.78

Diluted Earning per Share (Rs) 23.89 7.78

12) Statutory Reserve

As per the provision of the section 451C of the Reserve Bank of India Act, 1934, 20% of the net profit for the year is appropriated to

the statutory reserve at the end of the financial year.

13) Portfolio Risk Reserve

In addition to the provision for sub-standard and doubtful assets under RBI Direction, 0.25% of Gross Portfolio outstanding

(excluding assigned portfolio) is maintained under portfolio Risk Reserve at the end of the financial year.

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39

Notes to the Financial Statements for the year ended March 31, 2015

14) Loans and Advance

Asset Classification Classification Criteria Account Amount Rs.

Own Portfolio

Standard On time Repayment 20674 19,53,82,489

Overdue upto 90 days NIL NIL

Sub-Standard

Overdue more than 90 days upto 180 days NIL NIL

Overdue more than 180 days to 12 months NIL NIL

Overdue more than 12 monthsup to 18 months NIL NIL

Doubtful Secured/Partly

Secured

Overdue Up To 1 Year NIL NIL

Overdue 1-3 Years NIL NIL

Overdue> 3 Years NIL NIL

Doubtful Unsecured NIL NIL

Loss Assets NIL NIL

Total 20,674 19,53,82,489

15) The Terms and Conditions of Secured Loans

Bank Amount of

Loan

Sanction

Date

Rate of

Interest Security Loan Period Moratorium

Amount

outstanding

on 31.3.15

Industrial

Development

Finance

Corporation 1,00,00,000 12/11/2014 13.50%

Partly

Secured

by FD 30 month 6 months 1,00,00,000

Assam Financial

Corporation 1,00,00,000 17/3/2015 6%

Partly

Secured

by FD 15 month - 1,00,00,000

North Eastern Development Finance Corporation

Project - IX 5,00,00,000 03/01/2014 12.25% -Do- 36 month 6 month 41,69,600

Project- X 7,00,00,000 03/01/2014 12.25% -Do- 36 month 3 month 1,48,48,488

Project- XII 8,00,00,000 03/01/2014 12.25% -Do- 36 month 3 month 3,87,87,886

Project-XIII 7,00,00,000 16/9/2014 12.25% -Do- 36 month 3 month 4,36,38,513

Project-XI 1,00,00,000 03/01/2014 8% -Do- 36 month 3 month 30,31,000

Project-XII 1,00,00,000 03/01/2014 8% -Do- 36 month 3 month 60,60,610

Project-XIII 1,00,00,000 03/01/2014 8% -Do- 36 month 3 month 90,90,910

Project-XIV 1,00,00,000 18/3/2015 8% -Do- 36 month 3 month 1,00,17,534

Project-XIV 1,00,00,000 18/3/2015 8% -Do- 36 month 3 month 1,00,17,534

Project-XIV 1,00,00,000 18/3/2015 8% -Do- 36 month 3 month 1,00,10,958

Project-X 3,00,00,000 03/01/2014 2% -Do- 36 month 3 month 63,63,634

Project-XII 3,00,00,000 03/01/2014 2% -Do- 36 month 3 month 1,45,45,453

Project-XIII 4,00,00,000 16/9/2014 2% -Do- 36 month 3 month 3,63,63,637

45,00,00,000

22,69,45,757

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40

Notes to the Financial Statements for the year ended March 31, 2015

16) Auditors Remuneration (excluding Service Tax)

Particulars 31-Mar-15 31-Mar-14

Rs. Rs.

Statutory Audit 30,000 21,000

Tax Audit 10000 NIL

Other Matters 5000 NIL

Out of Pocket

Expenses NIL NIL

17) Segment Reporting

The Company operates in a single reportable segment i.e. Micro Finance. The Company does not have any reportable geographical

segment.

18) Related Parties

During the year following transaction has been made with Related Parties in terms of Accounting Standard 18.

Salary to Key managerial personnel

1.) M.N. Sarma

Rs.300000

2.) R .Ahmed

Rs.280000

3.) P. Chakraborty

Rs.240000

19) Additional disclosure pursuant to reserve Bank of India Notification

i. Capital Adequacy Ratio

Items Current Year Previous Year

CRAR (%) 18.58 17.88

CRAR- Tier I Capital (%) 18.58 17.88

CRAR- Tier II Capital (%) NA NA

ii. Exposure to Real Estate Sector, Both Direct and Indirect :

The Company does not have any direct or indirect exposure to real estate sector as on 31st March 2015 and or 31st March

2015.

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41

Notes to the Financial Statements for the year ended March 31, 2015

20) Schedule (Requirement in terms of paragraph 9BB of Non Banking Financial Companies Prudential Norms (Reserve

Bank) Directions, 1988)

Liabilities Side Particulars Rs.

1 Loans & advances availed by the NBFCs inclusive of interest accrued thereon but not

paid Amount

Outstanding

Amount

Overdue

(a) Debentures : Secured Nil Nil

Unsecured

Nil Nil

(other than falling within the meaning of

public deposits*)

(b) Deferred Credits

Nil Nil

(c) Term Loan

226,945,757 Nil

(d) Inter-corporate loans and borrowings

Nil Nil

(e) Commercial Paper

Nil Nil

(f) Public Deposits*

Nil Nil

(g) Other Loans (CC)

*Please see Note 1 below

2 Break-up of (1) (f) above. (Outstanding public deposits inclusive of interest accrued

thereon but not paid)

(a) In the form of unsecured debenture Nil Nil

(b) in the form of partly secured debenture i.e. debentures where there is a Nil Nil

shortfall in the value of security

(c) Other public deposit Nil Nil

Asset side :

3 Break-up of Loans and advances including bills receivable [other than those included in

(4) below] Amount Outstanding

(a) Secured

Nil

(b) Unsecured

195,382,489

4 Break-up of Lease Assets and stock on hire and hypothecation loans counting towards

EL/HP activities

(I) Lease assets including lease rentals under sundry debtors :

(a) Financial lease

Nil

(b) Operating lease

Nil

(II) Stock on hire including hire charges under sundry debtors :

(a) Assets on hire

Nil

(b) Repossessed Assets

Nil

(III) Hypothecation loans counting towards EL/HP activities

(a) Loans where assets have been repossessed

Nil

(b) Loans other than (a) above Nil

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Notes to the Financial Statements for the year ended March 31, 2015

5 Break-up of Investments Amount Outstanding

Current investments

1 Quoted :

(I) shares : (a) Equity

Nil

(b) Preference

Nil

(II) Debentures 7 bonds

Nil

(III) Units of mutual Funds- Reliance MF

Nil

(IV) Government Securities

Nil

(V) Others (please specify)

Nil

2 Unquoted :

(I) Shares (a) Equity- Apex Co-operative Bank

1000

(b) Preference

Nil

(II) Debentures 7 bonds

Nil

(III) Units of mutual Funds

Nil

(IV) Government Securities

Nil

(V) Others (please specify)

Nil

Long term Investments:

1 Quoted :

(I) shares : (a) Equity

Nil

(b) Preference

Nil

(II) Debentures 7 bonds

Nil

(III) Units of mutual Funds

Nil

(IV) Government Securities

Nil

(V) Others (please specify)

Nil

2 Unquoted :

(I) Shares (a) Equity

Nil

(b) Preference

Nil

(II) Debentures 7 bonds

Nil

(III) Units of mutual Funds

Nil

(IV) Government Securities

Nil

(V) Others (please specify) Nil

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Notes to the Financial Statements for the year ended March 31, 2015

6 Borrower group-wise classification of all leased assets, stock-on-hire and loans and advances :

Amount net of provisions

Category

Secured Unsecured Total

1 Related Parties**

(a) Subsidiaries

Nil Nil Nil

(b) Companies in the

Nil Nil Nil

same group

(c) Other related parties

Nil Nil Nil

Other than Related Parties Nil 195,382,489 195,382,489

Total Nil 195,382,489 195,382,489

7 Investor group-wise classification of all investments (current and long term in shares and securities (both quoted and

unquoted) :

Category Market Value/Break-up of fair

value or NAV

Book value (net of

provisions)

Related Parties**

(a) Subsidiaries

Nil Nil Nil

(b) Companies in the

Nil Nil Nil

same group

(c) Other related parties

Nil Nil Nil

Other than Related Parties Nil Nil Nil

Total Nil Nil Nil

8 Other Information :

(i) Gross Non-Performing Assets

(a) Related Parties

Nil

(b) Other than Related parties

Nil

(ii) Net Non-Performing Assets

(a) Related Parties

Nil

(b) Other than Related parties

Nil

(iii)assets acquired in satisfaction of debt Nil

21) Previous year's figures have been regrouped where necessary to conform to this year's classifications/disclosure.

For Surenkra K. Jain and Associates

Chartered Accountants

Firm Registration No. 320236E

S.K. Jain

Proprietor

Membership No. 300-055407

Date: June 29, 2015

Place: Guwahati