Digvijay Finlease Limited 21, Strand Road, Kolkata — 700 001 Phone: 2230-9601/04, 2230-7905, 2243-7725 Telefax: 033-2213-1650 E-Mail: diavijayfinleaselimited@amail.com CIN:U67120WB2001PLC093899. NOTICE NOTICE is hereby given that the Twenty Fifth Annual General Meeting of Digvijay Finlease Lid. will be held on Thursday, the 28" December, 2017 at 10.00 A.M. at Bharatiya Bhasha Parishad, 36. Shakespeare Sarani, Koikata - 700017 to transact the following businesses: ORDINARY BUSINESS: |. To receive, consider and adopt the Audited Financial Statements for the year ended 31° March, 2017 together with the Reports of the Board of Directors and the Auditors thereon. ‘To appoint a Director in place of Shri Devendra Tripathi (DIN:0288 1290), who retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment. 3. To confirm appointment of M/s D.K. Chhajer & Co., Chartered Accoutants, having Firm Registration No.304138E, as Statutory Auditors of the Company, appointed by the Board to hold office for a period of five consecutive years commencing from the conclusion of 25" Annual General Meeting (AGM) of the Company till the conclusion of the 30" Annual General Meeting, to be held in the year 2022, subject to ratification by the members at every AGM and to fix their remuneration for the financial year ending 31* March, 2018 and in this connection to consider and if thought ft, to pass with or without modification, the following resolution as an Ordinary Resolutioi “RESOLVED THAT pursuant to Sections 139 and 142 and other applicable provisions, ifany, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s D.K. Chhajer & Co., Chartered Accoutants, having Firm Registration No.304138E, be and are hereby appointed as the Statutory Auditors of the Company, to hold office for a period of five ‘consecutive years commencing from the conclusion of 25" Annual General Meeting (AGM) till the conclusion of the 30” AGM to be held in the year 2022, subject to ratification by the members at every AGM, on a remuneration that may be agreed to mutually by the Board and the Auditors.” SPECIAL BUSINESS: 4. To re-appoint Shri Krishna Kumar Thakur as Manager and Chief Financial Officer of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder (including any statutory modifications or re-enactments thereof for the time being in force), Shri Krishna Kumar Thakur be and is hereby re-appointed as Manager and Chief Financial Officer of the Company for a period of S(five) years with effect from 1% September, 2017 on the following remuneration with other existing terms and conditions remaining unchanged {iy | Basic Satary ¥55,185/- (Rupees Fifty Five Thousand One Hundred Eighty Five only) per month with such yearly increments effective from April every year or otherwise asthe Board may, from time to time, in its absolute discretion decide subject to the ceiling specified in Schedule V of the Act. ii) | Other allowances and | : As existing. benefits/perquisites / leave FURTHER RESOLVED THAT Shri Krishna Kumar Thakur, Manager and Chief Financial Officer of the Company will also be entitled for reimbursement of actual expenses incurred by hhim in connection with the Company’s business and such other beneflis/ amenities and privileges as may, from time to time, be determined by the Board of Directors of the Company.DIGVIJAY FINLEASE LIMITED FURTHER RESOLVED THAT in the event of there being no profit or inadequacy of profits for 5. any financial year, Shri Krishna Kumar Thakur shall be entitled to the above remuneration as ‘minimum remuneration subject however to the ceiling specified in Schedule V of the Act.” To authorise the Board to enter into related party transactions along with limits in any financial year commencing from financial year 2017-18 and thereafter and in this regard to consider and if ‘thought fit, to pass, with or without modifications(s), the following resolution as an Ordinary Resoluti “RESOLVED THAT in accordance with the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder and pursuant to the consent of the Audit Committee and Board of Directors vide resolutions passed in their respective meetings, consent of the members of the Company be and is hereby accorded to the Board of Directors (which term shall include any Committee constituted by the Board or any person(s) authorised by the Board to exercise its power, ineluding the powers conferred by this Resolution) to enter into related party transactions / arrangements / contracts (including any other transfer of resources, services or obligations) in respect of purchase and/or sale of investments stock-in-trade / other assets including leasing of office space or rendering of services so however that the total value of transactions with the related parties does not exceed 2500 crores (Rupees Five Hundred Crores) in any financial year as set out in the explanatory statement annexed 10 the notice convening 2017-18, ‘meeting, for three financial years commencing from the financial year RESOLVED FURTHER THAT consent of the members of the Company be and is hereby accorded 10 the Board to do all such acts, deeds, matters and things as may be necessary. expedient or desirable including any negotiation / renegotiation / modification / ratification ‘amendments to or termination thereof, of the subsisting arrangements transactions / contracts. or any future arrangements / transactions / contracts and to make or receive / pay monies or to perform all other obligations in terms of such arrangements / transactions / contracts with the related partes. RESOLVED FURTHER THAT the consent of the Company, be and is hereby accorded to the Board to severally do or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties, doubts that may arise with regard to any of the transactions with the related parties and execute such contracts, agreements, documents and writings and to make such filings as may be necessary, expedient or desirable for the purpose of giving full effect to this resolution, in the best interest of the Company. Registered Office: By order of the Board 21, Strand Road, Kolkata ~ 700 001 CK (RR, DALMIA) Date: 15" November, 2017 Company Secretary NOTES: 1, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND. VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT ‘THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED. NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A person can act as proxy on behalf of members not exceeding 50 in number and holding in aggregate not more than 10% of the total share capital of the Company. 2. Members are requested to bring their attendance slip along with their copy of the Annual Report to the Meeting, 3. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. 4. Members holding shares in multiple folios in identical names or joint holding in the same order of names are requested to send the details of such folios together with the share certificates to the Company at its registered office, for consolidation into single folio.DIGVIJAY FINLEASE LIMITED. 5. During the period beginning 24 hours before the time fixed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the prowies lodged at any time during the business hours of the company, provided that not less than three days! notice in writing of the intention so to inspect is given to the Company 6. The Register of Members and the Share Transfer Books of the Company will remain closed from 21% December, 2017 10 28" December, 2017 (both days inclusive). 7. The Explanatory Statements pursuant to Section 102 of the Companies Act, 2013 in respect of the item of special business is annexed hereto and forms part of the Notice. Route Map to the venue of the meeting is provided at the end of the Notice. 8. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting, 9. Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015, the Company is pleased to provide members facility to exercise theit right to vote at the 25" Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL). PROCEDURE FOR E-VOTING The Company has approached NSDL for providing e-voting services through our e-voting platform Im this regard, your Folio Number has been enrolled by the Company for your participation in -voting on resolution placed by the Company on e-Voting system. The Notice of the Annual General Meeting (AGM) of the Company inter alia indicating the process and manner of e-Voting process along with printed Attendance Slip and Proxy Form ean be downloaded from the link hitps:/www.evoting ns. com, The e-voting period commences on December 25, 2017 (10:00 am) and ends on December 27, 2017(5:00 pm). During this period shareholders’ of the Company, may cast their vote electronically The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date of 21" December, 2017. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as Of the cut-off date i.¢.21" December, 2017, may obtain the login ID and password by sending a request at evoting@asdi.co.in or mdpldc/@yahoo.com, The facitity for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their votes by remote e-voting shall be able to exercise their right atthe meeting through ballot paper. The procedure to login to e-Voting website is given below: |. Open the attached PDF file “e-Voting,pdf” giving your Client ID (in case you are holding shares in demat mode) or Folio No. (in case you are holding shares in physical mode) as password, which contains your “User ID” and “Password for e-voting”. Please note that the password is an initial password, You will not receive this PDF file if you are already registered with NSDL for e-voting Launch internet browser by typing the URL hitips:/www.evoting.nsdl.com/ Click on “Shareholder - Login’ Put User ID and password as initial password noted in step (1) above and Click Login, If you are already registered with NSDL for e-voting then you can use your existing user ID and passwordDIGVIJAY FINLEASE LIMITED. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com 5. Password Change Menu appears, Change the password with new password of your choice with minimum 8 digits/characters or combination thereof. 6, Home page of remote “e-Voting” opens. Click on e-Voting: Active Voting Cycles, 7. Select “EVEN” of (Digvijay Finlease Ltd.), Members can cast their vote online from December 28, 2017 (10:00 am) till December 27, 2017 (5:00 pm). Note: e-Voting shall not be allowed beyond the said time. 8. Now you are ready for “e-Voting” as “Cast Vote” page opens. 9. Cast your vote by selecting appropriate option and click on * prompted, 10. Institutional shareholders (ie., other than Individuals, HUF, NRI ete.) are also required to send scanned copy (PDFAPG Format) of the relevant Board Resolution/Authority Letter ete together with attested specimen signature. ofthe duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail acamahesh@vahoo.co.in with a copy marked to evoting@nsdl.co.in tubmit” and also “Confirm”, when Please note the following ‘A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall” mot_—be allowed = to. vole. = again. at. ~—sthe. = AGM. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper, ‘The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting fs to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility ‘The Scrutinizer shall after the conclusion of voting at the general meeting, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. Other information: ‘+ Login to e-voting website will be disabled upon five unsuccessful attempts to key-in the Correct password. In such an event, you will need to go through ‘Forgot Password’ option available on the site to reset the same. * Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the companies in which you are the shareholder. + _ Itis strongly recommended not to share your password with any other person and take utmost care to keep it confidential In ease of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for _membets available at the Downloads sections of, |httpsuwww,evoting.nsdl.com or contact NSDL at the following toll free no.: 180-222-990,DIGVIJAY FINLEASE LIMITED EXPLANATORY STATEMENT, Voluntary Explanation to Item of Ordinary Business No.3: ‘The Companies Act, 2013 (the Act) was notified effective April 1, 2014, Section 139 of the Act lays down the criteria for appointment and mandatory rotation of statutory auditors. Pursuant to section 139 of the Act and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years. The Rules also lay down the transitional period that can be served by the existing auditors as on 1 April, 2014 depending on the number of consecutive years for which an auditor‘audit firm has been functioning as auditor in the same company. The incumbent auditors, Naresh Lakhotia & Co., Chartered Accountants having Firm Registration No.322224E have served the Company for over 10 years before the Act was notified and will be completing the maximum number of years of transitional period (three years) at the ensuing 25" Annual General Meeting (AGM). The Audit Committee of the Company has proposed and the Board has recommended the appointment of M/s D.K. Chhajer & Co., Chartered Accountants having Firm Registration No304138E as the statutory auditors of the Company to hold office for a period of S(five) consecutive years from the conclusion of the 25" AGM till the conclusion of the 30° AGM to be held in the year 2022. The first year of audit of the financial statements will be for the year ending March 31, 2018. M/s D.K. Chhajer & Co. have confirmed that their appointment, if approved, would be in accordance with the provisions of section 141 of the Companies Act, 2013 and that they are not disqualified from being appointed as auditors. ‘The shareholders are requested to assent to the proposed resolution, As required by Section 102 of the Companies Act, 2013 (the Act), the following explanatory statement sets out all material facts relating (o the business mentioned under item No.4 of the accompanying Notice. Hem Not Pursuant to the provisions of sections 196, 197 and 203 read with Schedule V of the Act, which came in to effect from 1" April, 2014, every public company having paid up share capital of ten crore rupees or more is required to have whole-time key managerial personnel, Shri Krishna Kumar Thakur was appointed as Manager of the Company w.e.f I September, 2012 for a period of five years upto 31% August, 2017 and further additionally designated as Chief Financial Officer w.e., 12" September, 2014 on the remuneration which was in conformity with the provisions of the Companies Act, 2013 and approved by the members at the Extra Ordinary General Meeting held on 14" February, 2015. The Board of Directors has extended his term as Manager and Chief Financial Officer of the Company for a further period of S(five) years with effect from 1” September, 2017 on the revised remuneration with other terms and conditions remaining unchanged subject to approval of the members at the ensuing AGM. Shri K.K. Thakur is a Master of Science. He has more than a decade of experience of working in Finance, Taxation and Corporate Management and has appropriate skill, knowledge and experience in the business carried on by the Company. Shri Thakur is not disqualified from being re-appointed as Manager and Chief Financial Officer of the Company in terms of Section 164 of the Companies Act, 2013 and rules framed thereunder. The Board recommends the resolution for approval by the Members as set out in the Notice convening the Meeting. Shri Krishna Kumar Thakur is concerned in the Resolution of the accompanying Notice relating to his own re-appointment as Manager and Chief Financial Officer. No other Director or Key Managerial Personnel (KMP) or their relatives are concerned or interested in the Resolution. He does not hold any shares in the Company,DIGVIJAY FINLEASE LIMITED Mem Noss The provisions of Section 188(1) of the Companies Act, 2013 (the Act) that govern the related party transactions require a company to obtain prior approval of the Board of Directors and in ease the value of transactions pertaining to leasing of the property amount to 10% or more of the net worth of the Company and/or in case of other transactions 10% or more of the tumover of the Company or 100 crores whichever is lower, the prior approval of shareholders by way of an ordinary resolution is required. Accordingly, in the interest of the Company and its shareholders, the Board of your Company. on the recommendations of the Audit Committee has authorised transactions upto certain limits that the Company may enter into with the related partis in any financial year commencing from the financial ‘year 2017-18 and thereafter subject to members’ approval ‘The proposed resolution is only an enabling resolution which seeks to authorise the Board to undertake unforeseen transactions with the associate companies / related parties which are not in the ordinary course of business. Information required to be provided under Rule 15(3) of the Companies (Meeting of the Board and its Power) Rules, 2014 is as under: sr. | “Aggregate No. | Name of the Related Party / Associate Name ofthe | Nature and | maximum Director or | material terms | monetary | KMP who is | of transactions | value of the related or may | contract or bbe deemed to be arrangement related | per financial | ear | 1_| Didu investments Pvt. Lid, KK, Thakur Transactions’ | Aggregave | [2] NB. Industrial Finance Co, Led Ashok Bhandari | arrangements / | timit of 8500 | & contracts crores RN. Mundhra_ (edingay | (apes ve 3 [Shree Copal Services Ta, Ashok Bhandari | MSs of | | Handed & services or these S.K. Mukherjee _| obligations) ‘Companies, 4 | Western India Commercial Co, Led RN.Mundhra | respect of | severally purse andor | andor joity | sale of investments / stock-in-trade / other assets including leasing of citice | spave or rendering of Lt services Any other information relevant or important for the members to take a decision on the proposed resolution: NIL ‘The Board of Directors recommends to the members their approval for the same by way of an Ordinary Resolution, None of the Directors and their relatives is, in any way, concerned or interested, financially or otherwise, in the resolution set out at item no.5 of the Notice except to the extent of their directorship’ share-holding / employment in the Company / Companies or Associate / Group Company / Companies, if any.DIGVIJAY FINLEASE LIMITED 21, Strand Road, Kolkata- 700001 CIN: U67120WB2001PLC093899 ROUTE MAP FOR VENUE TO THE AGM nse oes sou x ‘Vectona Memoria i BeMor ven _= PATUAPARR aga, oo ae way PennerDIGVIJAY FINLEASE LIMITED CIN:U67120WB2001PLC093899 DIRECTORS’ REPORT ‘TO THE SHAREHOLDERS Your Directors have pleasure in presenting the 2S" Annual Report. and the Audited Statement of Accounts for the year ended 31" Marcin, 2017. FINANCIAL RESULTS: @ Profit Before Taxation 1,234,879.224 Less:_ Provision for Current Tax 156,510,000 Less: Provision for Deferred Tax 685 Tax relating to prior years . s Profit After Taxation 1,078,368,539 Add : Balance of Profit from Previous year __84,312.737_ 1,162,681,276 APPROPRIATIONS : Transfer to Reserve Fund (as. per RBI Guidelines) 215,673,708 Balance Carried to Balance Sheet 947,007,568 1,162,681,276 DIVIDEND To further strengthen the financial position of the Company and to conserve resources your Directors have decided not to recommend dividend for the year ended 31" March, 2017. ‘TRANSFER TO RESERVES The Board proposes to transfer %2156.74 Lac to Reserve Fund pursuant to RBI Guidelines and an amount of $9470.07 Lac is proposed to be retained in the Profit and Loss Account REVIEW OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS Total income during the year under review amounted to €12514,64 Lac as against 1693.14 Lac in he preceding year. Profit after tax stood at €10783.69 Lac as against €1610.93 Lac in the previous ‘The Company continues to remain registered as a Non-Banking Financial Company with the Reserve Bank of India No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company CONSOLIDATION OF FACE VALUE OF EQUITY SHARES The Board withdrew its proposal to consolidate the face value of the equity shares of the Company by consolidating 100 Equity Shares of 10:- each into | Equity Share of €1000/-each fully paid-up which ‘was approved by the Members of the Company on 1S® March, 2017, from the Hon'ble National Company Law Tribunal (NCLT), Kolkata bench which allowed the same vide its Order dated 7° August, 2017. SCHEME OF AMALGAMATION The Company has filed a Scheme of Amalgamation of Atham Securities Pvt. Ltd, (Transferor Company) with itself to form a larger entity by pooling the resources of the two companies for economic and efficient management of the operations and for better and effective control and supervision as also to enlarge the scope of business operations and achieve economies of seale with appointed date as 1" April, 2016. The Scheme envisages issue by the Company to the share-holders of the transferor company 4(Four) Equity Shares of 710/- each fully paid up for every 5(Five) Equity Share of €10/- each fully paid-up held in the transferor company. The scheme is presently awaiting necessary approvals.SHARE CAPITAL ‘The Company has only one class of shares ~ equity shares of par value €10/- each. The paid-up equity capital of the Company as on 31% March, 2017 was 71044.3892 Lac. During the year under review, the Company has not issued any shares. PUBLIC DEPOSITS The Company has not accepted any deposit from the public during the year. PARTICULARS OF LOANS AND GUARANTEES, ‘The Company being a Non-Banking Financial Company registered under Chapter IIIB of the Reserve Bank of India Act, 1934 (2 of 1934) provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company. ASSOCIATE COMPANY Shree Capital Services Limited ceased to be an associate of the company during the year. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES During the year, the Company had not entered into any materially significant contract / arrangement ! transaction with related parties, attracting the requirement of disclosure in this report as per provisions of Section 188 of the Act except for remuneration to the key managerial personnel which is disclosed suitably in the Notes to Accounts INTERNAL FINANCIAL CONTROL, The Company has in place adequate internal financial control procedures commensurate with its size and nature of its business. The Company has appointed internal auditors who review the internal financial control system. The Audit Committee and Board of Directors of the Company review the reports of the intemal auditors and ensure implementation of their suggestion and improvement. During the year, no reportable material weakness in the design or operation was observed. RISK MANAGEMENT The main identified risks at the Company are Commercial Risks, Financial Risks, Market Risks, Operational Risks and Legal & Regulatory Risks. The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. Your Company ensures that risks to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Shri Devendra Tripathi (DIN:02881290). a Director of the Company retires by rotation and being eligible offers himself for re-appointment Shri K.K. Thakur is the Manager and Chief Financial Officer of the Company. Mr. Thakur's tenure as Manager has expired on 31” August, 2017. The Board at its meeting held on 19" August, 2017 has re- appointed him as Manager and Chief FinancialOfficer of the Company for a further period of $ years subject to members” approval ‘The Board recommends their re-appointment and accordingly resolutions seeking approval of the ‘members for their re-appointment have been included in the Notice of forthcoming Annual General Meeting of the Company Shri Ram Narain Mundhra and Shri Sudip Kumar Mukherjee continue to be the Independent Directors of the Company appointed for a period of five yearsThe Company has received declarations from both the Independent Directors confirming thet they meet the criteria of Independence as prescribed under the Companies Act, 2013. The Company has Practice of conducting familiarisation program for the independent directors Shri Rakesh Rosan Dalmia is the Company Secretary. AUDITORS AND AUDITORS’ REPORT: Mis Lakhotia & Co.. Chartered Accountants having Firm Registration No313149E, who are Statutory Auditors of the Company, hold office til the conclusion of the ensuing Annual General Meeting (AGM) and are due to retire by rotation. The Board of Directors has appointed M’s DK. ‘Chihajer & Co. as Statutory Auditors of the Company for a period of 5(Five) years to hold office from conclusion of this AGM subject to confirmation by the members. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, members are required {© confirm the appointment of M/s D.K. Chhajer & Co. as Statutory Auditors of the Company from the conclusion of the 25" AGM till the conclusion of the 30" AGM subject to ratification at every AGM. Members may refer to the explanation in Explanatory Statement to item no.3 in the Notice convening the Annual General Meeting. The Company has received a certificate from Mis DK. Chhajer & Co. to the effect that their appointment, if madeiconfirmed, would be in accordance with the provisions of section 141 of the Companies Act, 2013 and that they are not disqualified from being appointed as auditors. ‘The report of the Auditors is self-explanatory and does not call for any further comments, MEETINGS OF THE BOARD. Six meetings of the Board and One meeting of Independent Directors were held during the year. The intervening gap between the meetings of the Board was within the period prescribed under the ‘Companies Act, 2013, AUDIT COMMITTEE, ‘The Audit Committee comprises two Independent Directors namely Shri Ram Narain Mundhra (Chairman) and Shri Sudip Kumar Mukherjee and Shri Ashok Bhandari as other member. Shri Rakesh Rosan Dalmia acts as Secretary to the Committee. NOMINATION AND REMUNERATION COMMITTEE, ‘The Nomination and Remuneration Committee comprises two Independent Directors namely Shri Ram Narain Mundhra and Shri Sudip Kumar Mukherjee and one Non-independent non- executive Director namely Shri Ashok Bhandari REMUNERATION POLICY The Board in consultation with the Nomination and Remuneration Committee has framed a Policy for selection and appointment of Directors, Senior Management including criteria for determining qualifications, positive attributes and independence of a director which is annexed hereto and forms Part of this Report and Policy relating to remuneration for the directors, key managerial personnel and ‘other employees is also annexed hereto and forms part of this Report. STAKEHOLDERS RELATIONSHIP COMMITTEE The Stakeholders Relationship Committee comprises of three Directors namely Shri Ashok Bhandari, Shri Ram Narain Mundhra and Shri Devendra Tripathi and Shri Krishna Kumar Thakur, Manager and Chief Financial Officer of the Company for the purpose of attending to investors” grievances including transfer / transmission of shares of the Company. EXTRACT OF ANNUAL RETURN ‘The extract of Annual Return as provided uncer Section 92(3) of the CompaniesAct, 2013 is annexed hereto in the prescribed form and forms part of this Report.SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There are no significant & material orders passed by the Regulators / Courts / Tribunals which would impact the going concer status of the Company and its future operations DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that: i) in preparation of the Annual Accounts forthe financial year 2016-17, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if ii) they have selected such accounting poticies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; ili) they have 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; iv) they have prepared the Annual Accounts for the period ended 31" March, 2017 on a going concern basis. ¥) they have devised proper systems to ensure compliance with the provisions of all applicable Jaws and that such systems were adequate and operating effectively CORPORATE SOCIAL RESPONSIBILITY (CSR) Provisions relating to Corporate Social Responsibility (CSR) as prescribed under the Companies Act, 2013 and Rules made thereunder have since become applicable to the Company from the current financial year i.e. 2017-18. The Board will take appropriate action to constitute a CSR Committee for formulating and overseeing the execution of the Company's CSR Policy in due course. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES None of the employees is drawing remuneration in excess of the limits set out in Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 appended to the Companies Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREI EXCHANGE EARNING AND OUTGO. Since the Company has no manufacturing activity, particulars relating 1o Conservation of Energy and ‘Technology Absorption stipulated under Section 134(3\m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable. ‘There were no foreign exchange earnings and outgo during the year. For and on behalf of the Board dura Place : Kolkata lee (RN. MUNDHRA) Dated: 15 November, 2017 DIN: 02881290 DIN: 00424392 DirectorsPolicy for selection and appointment of Directors, Senior Management including criteria for determining qualifications, positive attributes and independence of directors Introduction Dievijay Finlease Limited (DFL) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance, DFL recognizes the importance of independent directors in achieving the effectiveness of the Board. DFL aims to have an optimum combination of Non-Executive and Independent Directors. Scope and Exelusion This Policy sets out the guiding principlesfor the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company, ‘Terms and References In this Policy, the terms shall have the following meanings: “Director” means a director appointed to the Board of the Company. “Nomination and Remuneration Committee” means the committee constituted by DFL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013. “Independent Director” means a director referred to in Section 149(6) of the Companies Act, 2013. appropriate skills, knowledge and experience required of the Board as a whole and its individual js 10 have a Board with diverse background and experience that are relevant for the Company’s business operations. In evaluating the suitability of individual Board members, the Committee may take into account factors such as: + General understanding of the Company's business dynamics and social perspective; + Educational and professional background; « Standing in the professio + Personal and professional ethics, integrity and values; '» Willingness to devote sufficient time and zeal in carrying out their duties and responsibilities effectively. “The proposed appointee shall also fulfill the following requirements: «© Shall possess a Director Identification Number (DIN); + Shall not be disqualified under the Companies Act, 2013; ‘© Shall give his written consent in prescribed form to act as a Director; « Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings; «© Shall abide by the ethics policy established by the Company for Directors, employees and Senior Management Personnel; ‘© Shall disclose his concem or interest in any Company or Companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is @ change in the disclosures already made; ‘© Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013 and other relevant laws.The Committee shall evaluate each individual with the objective of having a group that bes enables the suecess of the Company's business Criteria of Independence The Committee shall assess the independence of Directors at the time of appointment / re- appointment and the Board shall assess the same annually. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by the Director. To follow the criteria of independence as laid down in the Comy The Independent Directors shall abide by the “Code for Independent Directors” as specified in Schedule IV to the Companies Act, 2013. Other directorships / committee memberships The Board members are expected to have adequate time, expertise and experience to contribute to effective Board performance. The Committee shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Ditector and making its recommendations to the Board. AA Director shall not serve as Director in more than 20 companies of whieh not more than 10 shall be Public Limited Companies. ‘A Director shall not serve as an Independent Director in more than 7 Listed Companies and not ‘more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company. A Director shall not be a member in more than 10 committees or act as Chairman of more than 5 committees across all companies in which he holds directorship, Note: For the purpose of considering the limit of the Committees, Audit Committee and Stake holders” Relationship Commitee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded Ye Pome Birector. Birecten,Policy relating to remuneration for the directors, key managerial employees personnel and other Introduetion Digvijay Finlease Limited (DFL) recognizes the importance of aligning the business objectives with specific and measurable individual objectives. The Company has therefore formulated the remuneration policy for its directors, key managerial personnel and other employees keeping in view the following objectives: ‘* Ensuring that the level and composition of remuneration is reasonable and sufficient to attract retain and motivate talent to run the Company successfully ‘+ Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks. + Ensuring that remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals, However, there is no incentive pay at presert. pe and Exclusion This Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the directors, key managerial personel and other employees of the Company. ‘Terms and References inthis Policy, the terms shall have the following meanings: “Director” means a director appointed to the Board of the Company. “Key Managerial Personnel” means |) the Managing Director or Chief Executive Officer or Manager and in their absence a Whole-time Director; ii) the Company Secretary; iii) the Chief Financial Officer; and iv) such other officer as may be prescribed under the Companies Act, 2013, “Nomination and Remuneration Committee” means the committee constituted by DFL"s Board in accordance with the provisions of Section 178 of the Companies Act, 2013. Policy The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Executive and Non-Executive Directors of the Company within the overall limits subject to approval by the shareholders of the Company. Non-Executive Directors shall be entitled to siting fees for attending the meetings of the Board and the Committees thereof. In addition to the siting fees the Non-Executive Directors shall be entitled to be paid their reasonable travelling, hotel and other expenses incurred for attending Board and Committee meetings or otherwise incurred in the discharge of their duties as Directors. ‘The Board, on the recommendation of the Nomination and Remuneration Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel and other Employees of the Company. Employee individual remuneration shall be determined according to their qualifications, and work experience as well as their roles and responsibilities and shall be based on various factors such as job profile, skill sets, seniority and experience. ‘The remuneration structure of the Executive Directors, Key Managerial Personnel and other Employees shall mainly include the following: a) Basie Pay b)_ Perquisites and Allowances ©) Retiral BenefitsForm No.MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31 March, 2017 [Pursunat to Seetion 92(3) of the Companies Act, 2013 and rule 12(1) of the ‘Companies (Management and Administration) Rules, 2014) REGISTRATION AND OTHER DETAILS CIN (U67120WB2001 PLCO93899 Registration Date 1 May, 192 ‘Name of the Company Digvijay Finlease Limited ‘Category / Sub-Category of the Company Public Company / Limited by Shares OF OFFENCES v) | Address of the Registered Office and contact details | 21. Strand Road, Kolkata 700 001 Tel: +9133 2230 9601 (3 Lines). | +9133 2243 7725 | Fax: +9133 2213 1650 | Vi) | Whether fisted Compan; No - vii) [ Name, Address and Contact details of Registrar and } In-house L Transfer Agent, if any HW [PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total tumover of the Compan | [Name and Description of main] NIC Code of % of total turnover products / services the products / of the Company services NBEC Activity 9971 100% HIT] PARTICULARS OF HOLDING, SUBSIDIARY | None AND ASSOCIATE COMPANIES IV |SHARE HOLDING PATTERN (Equity Share Breakup as percentage of Total Equity) )_| Category-wise Shareholding ‘As per Attachment A ii)_| Shareholding of Promoters As per Attachment B iil) | Change in Promoters’ Shareholding As per Attachment C iv) | Shareholding Patten of top ten Shareholders (other | As per Attachment D than Directors, Promoters and Holders of GDRs and ADRs) W) [Shareholding of Directors and Key Managerial | None of the Directors and Key Personnel Managerial Personnel holds any share in the Company, V_| INDEBTEDNESS Indebtedness of the Company including interest | As per Attachment & outstanding / accrued but not due for payment | VI | REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ‘A_[ Remuneration to MD/WTD and/or Manager AS per Attachment F B_| Remuneration to other Directors As per Attachment G ‘| Remuneration to Key Managerial Personnel other than [Included in remuneration of MD/WTD/Manager Manager in Attachment F. However | remuneration of Company Secretary is provided in Attachment VII | PENALTIES / PUNISHMENT / COMPOUNDING | NoneAttachment 4 |VSHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Tol Esty) ') Category-vise Share Holi [Category of Shareholders [No of Shares held athe beginning of the year [As] No of Share held a the end ofthe year [As on 31 on 01-Apr-2016}, Mach-2017] % change during the Year ++ or Toa Demat Toll Shares Physical [A Promoren [ci Eedian s) individuals HOF lb) Central Gove [e) Siate Govis ld) Bodies Corpor STISeS Sir s69] STM DSS] OTT] fe Banks I Any other [Sub-total (AV) arise] —_oTsTA TTT] TTA (2) Foreiga a) NRis - Individuals b) Other Individual es Bodies Corporate [dy Banks fe) Any ater Sub-total (AV) [Total shareholding of Promoters (ANN) sutiszel _ontiszd s197492) 9197492] 1B Puble Sharsholding bp Banks Fe [Central Govt (2) State Gow) f=) Venture Copia Funds ‘lnsurance Companies aur] aas70] aaa] a5 Fs hy Foreign Venture Capital Funds i) ters (specify) Subsoon@OD En 2 Now-lnstitations 8) Bodies Corporate indian i) Overseas bp Individuals Individual shareholders holding nomial share capital upo RS akin s12090 720389 iy Individual shareholders holding nominal snare capital in excess of Rs. 1 Jaki (somes Speci) ‘Non Resident indians (Qualified Foreign investor (Custodian oF Enemy Proper Foreign Nationals Clearing Members Truss Foreign Bodies D R Sub-total VQ wea] sana TasIo| _TRSTO| “Total Publie Shareholding (H)=(B) I) (x2) 1332316) 1332516] ‘2asano) 1246400] IC. Shaves held by Custodian Tor GDRSE ADRS (Grand Towal (eBFC) To3693| 0a Tornoe] Toss regroupingmes “noone \ NI soya sou ap 6p Sstys a4 pious MNP 919 HSISV OF PFT 03 1 sya wounsonu \_ 000 [90°88 TOFLOIG }00°0| PoE oLsi 16 IWLOL wocosarav 00-0 000 1 0 ro 7 anoNva nNva} 9 soteraaviiy]ooo o0'0 oo'0 oo. oo ie anoNva INVHS¥¥a) sz aosizaavavforo O00 oro v0 1 ynonva ixaa Www val 1 ‘acseoaaray|oo0 o0'0 oo’ z anova NVHON rive] & nus9saavay ooo o0'0 oo 1 YNONVA TVd09 ANA] aopisxoavy ooo on'0 oo 1 ON vaooWVel IZ Soieouoavyfoo'o 000 o0'0 1 0 worzssoovv oo o0'0 o0'0 1 6 sascovoavy|zco \ 81 isozoyoavv}oo 1 4 DeotesoTvyfo0'0 1 1LAd SUL maavadns} 91 arseoxoavy}ooo ooo 1 UT -LAd S vanaHy| $1 vsvess avy foo ooo \ ‘QUT-LAd SONKTION d¥OaTAHS| +1 osrsaavvvfovo oo 1 {Q11'00 WI¥ANNOD ¥ LNIVA VIONI} €1 tesesoowvfovo ooo 1 AOWINT TOS} eT oo as6 0000001 ‘QV1-LAd SLNGISAANI VAN] UT 00-0 ee 000099 GIT-LAd SININISANI NIG] OF seeuaLovwvfooo sre 1000s. GUTOONSUNNAA TH] 6 Na9eNOWWY)U'= owe ssc (09 JONVNIE TVPLSMON 8 arsecmovwy eo c- eo 529962 (44-1 09 WIDWSININOD VIONT NH L jeer |000 6001 oseoztt NAWISAANI VNHSRENWNNYIN| 9 pieilovwy]i7e Wwe ed GLT-O9.41VS INXVTSHL| _§ oesioavvfooo ooesuo si9 oseee9 ANI WAViNGIG aH] wieecoavyjoco osiose se ovseze £ asosevoavy|zs'e 28606 or 001s z acsossooyv|ecor __fovo tore oszrove 1 NVe SRS won fsmaE Yano Yas FOR Suen SApIouRMIS) ONTS oy pazoqumous —_foyrjo sams or psoquanoue xn so sams 2A W paspoia P2130 % | Po8poia 293 30% tN BUMP. Isoseys 40 % Jsaseys J sproy ae e1ozeor wo sy}sea6 ajo pup uh we Bupjoyaseys | vo sy] a6 a l -siojouwiorg Jo Suipioyszeyg, a womnenry[attachment © Change in Promoters’ Shareholding (please specify, if there is no change) Cumulative Shareholding Shareholding atthe during the year beginning {01/04/2016) end] (01/04/2016 to 7 ofthe year [31/03/2017] 31/03/2017) - %of vol % oF otal No. of] shares ofthe} No. of] shares of the| SINo [Name shares] _company| __shares|__company|_ PAN 1 [RAGINT FINANCE LIMITED AABCRI32TR Jovoyz0ig. 329660 3.5 3103/2017 __ 350190] 3.35] 3s0i90| 335 2. |SHREE CAPITAL SERVICES LIMITED |AAGCSS082D o1/osr2016 - 2604780] 31/03/2017 — 3683959] 3683959] 35.27] ISH CREATIONS PVT. LT |AADCA3805D [01/04/2016 510000] 31/03/20 oo ~ 909374] 909374] 871 4 |THE LAXMI SALT CO. LTD. - “| JAAACT9721G 01/04/2016 37729] 3.61 —_|suos2007 - o| of 0.09) 5 [WESTERN INDIA COMMERCIAL CO. LTD. |AAACW2354C lovos016 —_ - 796628] 7.63} puosoo7 | 0.09] ol 0.00 6 |N.BLINDUSTRIAL FINANCE CO.LTD. | JAAACNS868N | Jo1/04/2016 282551 2.70| 3103/2017 ft) 0.00 o| 0.09 : TIES PVT.LTD, | ~ TAADCA0938K lo1o4/2016 1 0.00 __sv03r017 ion] 0.22) 23192] 0.29 8 |RAJKAMAL DEVI BANGUR [~ ADAPB2ISOP 1/04/2016 iP o.oo 31/03/2017 20081 0.19) 20081 og + consequent upor demerger ofthe Investment Divison of The Las SaliCo, Lid to Asich Creations Pv Lid th ater holds the shares held by the former earlier. Tuite Birecter.[Attachment D iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs): ‘Shareholding atthe beginning [01/04/2016}end} Cumulative Shareholding during the year [01/04/2016 ofthe year (31/03/2017) 0 31/03/2017) % oF oa % oF wa No.of — shares of te shares ofthe SINo|Name shares] company|No.of shares] company] _PAN/FOLIO. 1 [Lite Insorance Corporation of dia 258 loviowa0i6 - 201 foe fsvosv2017 20i| 210379 2 [United india insurance Co. Lid - on lovoa2016 isiss iz 1032017 oe 18485 123] eas 123 4 |The Orient insuranseCo. Lid, ———~SC*S — co lovosra016 27020] om 51032017 ar034 0271 27930 02 4 [the New indi Assurance Co, Lid. 1099 | lovesao6 a7s0s| 026] - jsv0372017 21305 025 5_|National insurance Co. Ltd oe - fo 682 lovow206 wis 025 b1os/2017 mis 02 aris 026 6 JOmprakashP, Agarwal ~ oP 2626 & 9948 Joviosi2016 2is20] 5103/2017 a 26600] _ 26600] 025 7 |aiay Kumar hsv lovios016 _ sexes] osif 1/03/2017 16190 oie) Ta96 016 8 ft. Munda a 11087 loviosi2016 ais ls103/2017 ois] astas os Manda Gia _ [~~ 7} asapwiszr loviosi20i6 outs 1032017 a oui] asias od 10 |The Gener! insurance Corp. of tnd 40 oviosra06 2a0o] oat of s1o3/2017 12400 on] ~ 309 ou Wy. Qa.Attachment E. V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment Secured Loans | Unsecured | Deposits Total excluding deposits | __Loans Indebtedness Tndebiedness as at the beginning of the financial year (01.04.2016) | i) Principal Amount 5 5 z ii)Interest due but not paid 5 zi : 5 iii)interest accrued but not 5 ; 5 - due Total (Hii) Change in Indebtedness | during the financial year ‘Addition = 5 5 5 Reduction = 5 5 5 Net Change = E 5 5 Indebtedness as at the end of the financial year 1.032017) ‘Principal Amount = : 5 5 interest due but not paid : : 5 = Interest accrued but not 5 5 5 5 due Total ii) = 5 5 > Attachment F VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A, Remuneration of MD/WTD and/or Manager (also CFO) SI.No. | Particulars of Remuneration KCK. Thakur | Total Amount @ 1__| Gross Salary 'a) Salary as per provisions contained in section | 1,082,022 1,082,922, 17({) of the Income Tax Act, 1961 ) Value of perquisites ws 17(2) of the Income : = _ Tax Act, 1961 - ©) Profits in lieu of salary under section 17(3) of = - the Income Tax Act, 1961 2_| Stock Option = = 3 _| Sweat Eq = = 4 [Commission =_a8 % of profit 5 = = others = - S| Others = = TOTAL (A) |__1,082,922 1,082,922 | Ceiling as per the Act IB Lacs (being 5% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013) | D eeAttachment G VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL B._Remuneration to other Directors SI No. Particulars of |] Ashok | Ram] Devendra Remuneration | Bhandari | Narain | Tripathi Mundhra Sudip Kumar Mukherjee Total ‘Amount Independent Directors * Fee for ‘ 13,650 - attending | board / committee meetings 11,850 25,500 * Commission : = - © Others 5 TOTAL (I) = 13,650 E 25,500 ‘Other Non- Executive Directors * Eee for 12430 | 9,500 attending board / committee meetings = Commission : = = © Others TOTAL @) 12.450 9.500 22.350_| TOTAL (B)= | 12,450) 13,650 9,900 fone) 47,850 Total Managerial Remuneration (ASB) 1,130,772" Overall ceiling | €1359.61 Lac (being 11% of the net profits of the Company as per the Act _| calculated as per Section 198 of the Companies Act, 2013) Attachment H Vi. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL C. Remuneration to Key Managerial Personnel other than MD/WTD/Manageri.e,Company Seeretary *Total remuneration to Managing Directors / Whole-time Directors / Manager and other Directors (being total of A and B) Sl.No. | Particulars of Remuneration RR. Dalmia | Total Amount @) 1 [Gross Salary | a) Salary as per provisions contained in section | 139,980 139.980, 17(1)of the Income Tax Act, 1961 B) Value of perquisites ws 17(2) of the Income = | Tax Act, 1961 ©) Profits in liew of salary under section 17(3) of 5 : the Income Tax Act, 1961 2 Stock Option 5 : 3__| Sweat Equity = : 4 | Commission = as % of profit = = [= others = ! = S| Others : { : TOTAL | 139,980 139,980 | A ive Bisector.. (OLS NARESH LAKHOTIA & CO. Chartered Accountants Independent Auditor's Report To the Members of Digvijay Finlease Limited Report on the Financial Statements Tricht® tusited the accompanying financial statements of Digvijay Finlease Limited (“the Company”) Iwhich comprise the Balance Sheet as at 31* March, 2017, the Statement of Profit and Loss and the Gest, Flow statement for the year then ended, and a summary of significant accounting policies and ether explanatory information, Management's Responsibility for the Financial Statements Zhe Company's Board of Directors is responsible For matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") ith respect to the preparation of these financial statements that give a true and fait View of the financial 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 of 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 secounting records, relevant tothe preparation and presentation ofthe financial statements that give a ‘rue and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these 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 ‘o obtain reasonable assurance about whether the financial statements are free from material misstatement ‘An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judement, including. the assessment of the risks of material misstatement of the financial statements, whether due to fraud or ervor, 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. An audit also includes evaluating the appropriateness of the 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 ur audit opinion on the financial statements, (CHATTERJEE INTERNATIONAL CENTRE, 17” FLOOR, FLAT NO. A-7, 3A, CHOWRINGHEE ROAD, KOLKATA - 700 071 © 2226-4167{nour opinion and to the best of our information and according to the explanations given to us, the oressid financial statements give the information required by the Actin the matner so required and give & true and fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at 31* March 2017, and its profit and its cash flows for the year ended on thet date. Emphasis of Matter Ue draw the attention to Note 26 to the financial statements regarding an application made to the National Company Law Tribunal for sanction of Scheme of Amalgamation of Arham Securities Private Lined uit the Company, the wansfer date or the appointed date being Ist day of April, 2016, pending sanction of Which effect thereof has not been given in the accounts, Our opinion is not modified in respect of this mater. Report on Other Legal and Regulatory Requirements {As required by the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure ‘Av a statement on the matters specified in paragraphs 3 and 4 of the Order, 2. As required by Section 143 (3) of the Act, we report that: (@) 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. (©) 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; (6) The Balance sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account; (4) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; (©) On the basis of the written representations received from the directors as on 31* March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31" March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act. (9 With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" (a) With respect to the other matters to be included in the Auditor’s Repo in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:i, The Company has disclosed the impact of pending litigations as at 31° March, 2017 on its financial position in its financial statements- Refer Note 19 to the financial statements: ‘The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii, There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; and iv, The Company has provided requisite disclosures in the financial statements as to holdings as, well as dealings in Specified Bank Notes during the period from 8th Novernber, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation \we report that the disclosures are in accordance with books of account maintained by the ‘Company and as produced to us by the Management ~ Refer Note 23. For Naresh Lakhotia & Co, Chartered Accountants Firm's Registration Number: 3222246 Vet Me Naresh Lakhotia Proprietor Membership number: $1249 Kolkata Dated: FSS. Rowe whey 2079“Annexure A” to Independent Audit rs Report Statement referred to in our Independent Auditor's report to the members of the Company on the financial statements for the year ended 31st March 2017. i vii vil, (@) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. (c) The Company does not have any immovable property and as such Clause 3(i)(c) of the Order f@) >) is not applicable to the Company The Company does not have any inventory and as such clause 3(ii) of the Order is not applicable to the Company. ‘The Company has not granted any loans, secured or unsecured, 10 companies, firms, Limited Liability partnerships or other parties covered in the register maintained under Section 189 of the Act and as such clauses 3(i(@),3(if\b) and 3(i)(c) of the Order are not applicable ‘According to the information and explanations given to us, the company has not given any. Joan or guarantee or provided any security covered by the provisions of Section 185 and in respect of loans, investments, guarantees and security, the company has complied with provisions of Section 186 of the Act to the extent applicable. ‘The Company has not accepted deposits from the public, ‘The Central Government has not prescribed for the maintenance of cost records under Section 148(1) of the Act. According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing undisputed statutory dues including provident fund, employees state insurance, ineome-tax, sales sax, service tax, duty of customs, duty of excise, value added tax, cess and any other ‘material statutory dues, as applicable, with the appropriate authorities. As at 31% March, 2017, according to the records of the Company and the information and explanations given to us, there were no dues of income tax, sales tax, service tax, duty of customs, duty of excise and value added tax that have not been deposited on account of any dispute except income tax demand amounting to Rs. 1,84,574/- disputed before ‘Commissioner of Income Tax (Appeals) There are no loans or borrowing from any financial institution, bank, Government or dues to debenture holders and as such clause 3( viii) of the Order is not applicable to the Company ‘The company did not raise ny money by way of intial public offer or further public offer (including debt instruments) and any term loans during the year and as such clause 3(ix) of the Order is not applicable to the Company.xi xii During the course of our examination of the books of account carried out in accordance with {he generally accepted auditing practices in india, we have neither come across any instance of fraud by the Company or on the Company by the officers or employees, either noticed or ‘sported during the year, nor have we been informed of such case by the management, Managerial remuneration has been paid or provided in accordance with the requisite approvals "mandated by the provisions of section 197 read with Schedule V to the Act ins company is not a Nidhi company and as such clause 3(sii) ofthe Order is not applicable to the Company. According to the information and explanations given to us and records of the Company, transactions with related parties are in compliance with sections 177 and 188 of the Act. wher applicable and details of such transactions have been disclosed in the financial statements ag required by the applicable accounting standards, The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. According to the information and explanations given to us, the company has not entered into ‘any non-cash transactions with directors or persons connected with them, ‘The company is required to be registered under section 45-IA of the Reserve Bank of India ‘Act, 1934 and the registration has been obtained For Naresh Lakhotia & Co, Chartered Accountants Firm’s Registration Number: 322224. Ata ‘Naresh Lakhotia Proprietor Membership number: $1249 Kolkata Dated: TSh Ny“ANNEXURE B" TO THE INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS OF DIGVIJAY FINLEASE LIMITED. Report on the Internal Financial Controls under Clause (i) of Sub-seetion 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls over financial reporting of Digvijay Finlease Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management's Responsibility for Internal Financial Controls, ‘The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, ineluding adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor's Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be preseribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India, Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial contals over financial reporting was established and maintained and if such controls operated effectively in all material respects, ur audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting, Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A ‘company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transaetions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use, of disposition of the company’s assets that could have a material effect on the financial statements, Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Interval Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For Naresh Lakhotia & Co, Chartered Accountants Firm's Registration Number: 322224E Aus Naresh Lakhotia Proprietor Membership number: 51249 Kolkata Dated: 1° Ne yenrtbay 20MDIGVIJAY FINLEASE LIMITED. Balance Sheet as at 34st March, 2017 Particulars ae ioe econo, | st semarcn, 2097 || _atst mach 2016 z z sare Capit a 104,420,920 104.08,920 eserves 8 Sus 2 1,903,312,886 24964347 2,067,751,808 e827 Non Cree Lsbties eng Term Proeisans ‘ 8.56 en26s7 Teas Ter ‘currents ‘tne ure ibis 5 310,010 25087 Sort Tem Prove 4 rere20) 7150 T0770) co roma. ERTRUAI Fees Tangle sts ore 1394 9.474 Te Nan Curent vests , 1,226,268,428 us 201418 Lene Term Lars & aavonces . 28,000 oer Non Caren sat 2 Deters TacAssat * 14105 ETE Bass Caner iments 0 singser4 7.8e4sr oe Ean lcs " 2a 8168197 Shore Term Lone advances . 309,218,389, 6.388.108 (une Caren as 2 2,396,144 1.703.805 327,144,073 Tab. ora. 2009507,792)| aaa Signer acaunisPaice ots forming pat franc statements Weematawrepor taona For Naresh Lakhotia & Co, (Chartered Accountants Firm Regn. No, 3222246 \ue Naresh Lakhota Proprietor Membership No 51249 Place Kolkata Dale yO Kens « AL Jo KK Thakur Manager & CFO ~ Keo eee RRDalmia ‘Campany Secretary DitectorsDIGVIJAY FINLEASE LIMITED Statement of Profit & Loss for the year ended 31st March, 2017 Particulars Year ended 31 st March, 2017, Year ended Bist march 2016 Income. Revenue From Operations 2 Total Revenues EXPENDITURE Employee Benefits Expense “4 Finance Costs 8 Depreciation and Amortization Expense Other Expenses 16 Provision for Standard Assets Donation Securities Transaction Tax Total Expenses Profit before Tax Tax Expenses Current Tax Deferred Tax Tax relating to Prior Years Profit for the Year Earnings per equity share Basic & Ditutes 7 Significant Accounting Poicies 1 Notes forming part of financiat statements 2.26 z z 1,251,464,031 169,314,190, 1,251,464,081 169,314,100 1,913,844 1,502,463, 3 709 4,020 8,406 3,411,963, 2,039,297 596,240 410,000,000 5,000,000 658,740 332,361 16,584,807 8,883,236 1,234,879,224 760,430,954 156,510,000 : 65 (431) (661,593)| 1,078, 368,539 161,092,918 103.25 15.42 in terms of our report attached For Naresh Lakhotia & Co. Chartered Accountants Firm Regn. No. 322224E Aves Naresh Lakhotia Proprietor Membership No. 51249 Place Kolkata Date 15% nyc) Vine K.K.Thakur Manager & CFO Company Secretary orrectorsDIGVJAY FINLEASE LIMITED (Cash Flow Statement forthe year ended 31 March, 2017 Partcoian For the year coded Forte year ended 31 Marsh, 2017 | March, 2016 z z z ‘Cash flow from operating actives [Net rote Loss) before ts 1asss79a24 0.830.958 Depreciation and Amomisation Expense 4020 8.406 Finance costs é 709 Inert income (4.182068) (5.198.500) Dividend income 02,148,690) (170493213) [Net (gun) Iss on sale of vestments (148,163,326) 6377383 Provision fr Standard Assets ‘96240 (1.280863.770) : 188,305,075] |oneraing prof loss) before working capital anges (S98ISI7) 8.878.121) Aijusiment for finreass decrease i operating ase ‘Shorter fans an advances (204,427944) 2.079.123 ier non current assets ‘15.00 - Ajusimerts for merase / (decrease) m operaing labile: ‘ther Curent Libis 33.045 202,760 Long Tern Provisions 155.499 .919.238.502) 385 2393739 cash eenerated rom operations (035223.049) Te.480.382] Net income tax pai) ends 1184938260) 018.536] Net ash low from /(used in) operating activities (A) (490.158.10) (7199008) '. Cash low from investing activities sate of Current Investnents 1239,889.576 312,147,508 Purchase of Curent Investments (1.625,749.393) 428 372,000) purchase oflongiem investments (6635812349) (255.439,342) sale of tng-erm investments 19619931 21199 ners eseived 2270094 643.803 Dividend received on Long Term Investments $02,160,640 081.213, ‘et cash low from / (used ia) investing activites (B) $74,348,002 95383927 |C. Cash flow From financing activites Finance Costs ‘i «03 [Net cash low from (used i) financing activites (C) = oa] Net increase / (decrease) in Cash and cash equivalents (A*B+C) (05,810,308) 154.200 (Cash and cash equivalents ath beginning ofthe year 18,183.157 16328957, {Cash and cash equivalents a the end of the year 2372.58) In terms of our report atacned For NARESH LAKHOTIA & CO. ‘Chartered Accountants Vt Fim Regn. No. 322224 saCTnakor Nee NARESH LAKHOTIA Propristor Mombership No. 51249 RRDaImia Kokata ‘Company Secretary Dae ES Wey sabe FelDIGVIJAY FINLEASE LIMITED NOTES TO THE FINANCIAL STATEMENTS NOTE-1 SIGNIFICANT ACCOUNTING POLICIE: a) b) Basis of prepara ion These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. These financial statements have been prepared to comply. in al material aspects with the accounting standards specified under Section 133 of the Companies Act, 2013 (‘the Act’) read with Rule 7 of the Companies (Account, Rules, 2014 and the other relevant provisions of the Act (to the extent notified) and the guidelines issued by the Reserve Bank of India (RBI) as applicable to a Now: Banking Finance Company (‘NBFC), The Company has classified all its assets / liabilities into current / non-current based on the time frame of 12 months from the date of financial statements. Accordingly assets/liabilities expected to be realized ‘settled within 12 months from the date ot financial statements are classified as current and other assets/ liabilities are classified os non- current. Fixed Assets and Depreciatio Tangible Assets are stated at cost of acquisition and subsequent improvements thereto including taxes, duties and other incidental expenses related 10 acquisition net of accumulated depreciation, DEPRECIATION on Tangible Assets is provided on written down value basis over estimated useful life of the assets in accordance with Schedule II to the Act,a) ° Investments Investments intended to be held for not more than @ year are classified as current investments. All other investments are classified as long-term investments. Current avcotments are carried at lower of cost and markev/fair value category- wise basis, Lon term investments are carried at cost. Provision for diminution in value of long term investments, other than temporary. shall be made. Recognition of Income and Expenditure Revenues/Incomes and Costs/Expenditure are generally accounted on accrual bask they are eamed or incurred. Dividend income is recognized when the right to receive © established. Interest income is recognized on time proportion basis taking into seccune the amount outstanding and rate applicable Accounting for Taxes on Income: Provision for current tax is made in accordance with the Income tax laws Prevailing for the relevant assessment year Deferred Tax for timing difference between tax profits and book profits is accounted or ising the tax rates and laws that have been enacted or substantively enacted as on the Balance Sheet Date. Deterred tax assets are recognized to the extent there is reasonable certainty that these assets can be realized in future. Deferred tas assets are reviewed os each Balance Sheet date to re- assess realization,DIGVIJAY FINLEASE LIMITED 2. Share Capital saemaren20i7_| sur march 25 z z So000n0.¥, 15000000) Equity Shares of € 10 /eaen 410,000,000 | 10,000,000 sued, Subscribed & Fully Paid up 0438921. 10483892) Eauity Shares of€ 307 each s044as.s20 | 106.426 920 Tar Tae sO | TERT (2) Reconclation of number of shares Outstanding Eaulty Shares [eatin 017] Tuner of shares | amount Tiber of shores | aoa z z Baiance atthe bepnning ofthe year 10,443,892 104,430,920 10,483,892 | 104.208,920 ‘Dasaraing ate end a Re year 10,443,692 10438920) oa | aaa {01 Riahs, preferences and estactons attached to shares Te Deca tee ge CSS aay shares havg apa lve of Rs 10. per share Each okie gut hare erie to oe vet pe share. {61 Deas of shares eid by snarehlders holding mre than 5% ofthe egy shares nthe comear iene REMI harch, BAT Wa Tawar Tae Number Numer Dias ienimans Pe 650,000 aa anaes levestmants Pvt, Le 1,126,980 1.125.980 New Investments Put. Lt, 1000000 "000,000 Shree Capt Services Lid 2,604,780, 2.608 780 ‘he Dwar investment Co i 673,760 6.760 The Ventesh Co, tt, 730,001 730,001 Western india Commerc Co, Ls 736,628 396,628 | ceed nab roa rn Pal tue years may ceo Mach 3, 2017 pruant econ wiht payment beng ‘scevedin cash or by way of banus hares and hee has boon no buy Beck Seite ses eensDIGVIJAY FINLEASE LIMITED 3._Reserves and Surplus Capital Reserve (As per last account) General Reserve Opening Balance Add : Transfer from Surplus in Statement of Profit & Loss Account Closing Balance Reserve Fund (As per section 45 IC of RBI Act) Opening Balance ‘Add : Transfer from Surplus in Statement of Profit & Loss Account Closing Balance Surplus in Statement of Profit & Loss Opening Balance Add: Profit For the year Less : Transfer to Reserve Fund Less : Transfer to General Reserve Closing Balance Total ‘As at 31/03/2017 _| As at 31/03/2016 z z 28,044,378 28,044,378 28,044,378 28,044,378 602,500,000 522,500,000 - 80,000,000 602,500,000 {602,500,000 170,087,232 137,868,648 215,673,708 32,218,584 385,760,940 170,087,232 84,312,737 35,438,403 1,078,368,539 161,092,918 215,673,708 32,218,584 : 80,000,000 947,007,568 84,312,737, 1,963,312,886 884,944,347DIGVLAY FINLEASE LIMITED ~ ‘Ase sone [asst ourv] [en avosR0W7 [as aN IO z v z z Employees Benet, Leave Stary reese] ass. Geary 4oiiss| 30221 Contingent Provison for Standard Asset sz sax] rors] ise Total Tease] canes 767,820 | 171380, 3_ Other Current Lables ase [aa HOOT e z For Exper, wsss2| 257367 Statutory Over 35,358 300 Total s1o,010 | 276.067writ are wa 7 are rae warn oo vars [vars tor‘or |= 0 sree ere oo we | aoe e095 : ees exo oss - [ows nome osu ons seve . loovtor ose srevo1 | sours sassy swowamba 9 ssw | 2359 corte seve esse ows - ~ |owoie sonny 3emun, z z z = 2 z z z zp guoe | asoe aioe votonic | swotewasie | spree | unser swormie: | storwansac | svousnoy socnaty sy | Se ave, [acy | “wer | ie | “sven” | motowses | iety av rnesesng’—_leonpoy| iy coo] ae 55219 oh 7 parti aseaarg Aefiabiga T_T aT aT Face vald Namie or Saber oo z z = Cor ‘Gone Fay Paw) Dero tesh Fda J ssseasn esr] ingot ‘sin Pans Lite "| mois ‘ay Aud nl srai040 rapa Bam inda td so} 5474386 ra Boch Lt "0 oget2asa a rns nda 7 "$9100 1600 onl ng ; sass Cole Ponte ay i 1 _ 300 Fae Barnes | al nus; eae Foro at | 16351050 lee da Lis ro 9528318 (63K Comune este Lid ro susane rato) aesansss OFC Bak Ln 7 eoanisot aso] “asian orc us Fi ‘eae ‘av sons ager ni bod preret sisio] ashe Insta 5) 2 00 A Kins Nee as Cd } senise noise siamo] woseaste Xelape Cane tad ! 34500 391938 sus] "sustase on ah Bek La ; inst sats ste Soasio Co Ld tod ‘ resso] —aeanset Naw it i ‘000 teaeniat swiooo] zen Sta Surah Lt og S00 raat 3500) sR0N0s0 one nda ul 7438 ‘89 aa Some Moteroe Sum Shs Ls fl rou akowenat our | 240234 Neu 1} 60 35998 158 Tis] setae NB nda Finns Co La uo] ass tats asne eis ewe na n 3393 15155808 mi2as|—— s6aageat New Center wivcotd | a 2 Tos 3 oss PaO Hyped Hester Lt | «03 ogress as] insnioea Stree Conn t to] ganar, maassan ames] Masse stre Syn La 4 3s ers ist Rens Uncham abreres Ln } 2950 ead es St i z Ei noo] rasan Woe at H 1376 soa Fi Won fi Lid ) a sum non man] a9sa80 Tout Sra pia Lnquote Fly Paid wp) ‘aunasocings Shee opal Sree ik » : ssn] 1200360 oat e sa ikon Atoka Pre Lat » 35000 sx.sonsoo sssnon] —— ansono00 Atm Secanes Pt Lat » . : etc 7998 188 ‘he Cretan Pe Lie 5 : Stoo Teco Karas ropes Pot to] n3e9sc0 148,350,000 reais | ax on aman neces Pv Lat i : : 2512390, Reh Vanpeve Ut : z soso] 10959256 "an Gopal tng PL 0000 1280000 tsna00] san Thetanr San Co Ua » : 0% pry rom To Ta eT Tout ars aaa, OSI‘ ‘ ‘ taeda near | Ta TSE neecame oe oft sn Sse oe x z | £ | ana "BBs siasisossDIGVUAY FINLEASE LIMITED Toans and Advances Non Current Current as at 3170372017 [hs at 31/03/2016 |[as at 317037017 Jas at 31/03/2016 Unsecured, considered good : z g z z Intercorparate Loans 304,350,000 Security Deposits 208,000} 208,000] : . Advance to Employees s I 42,500] 4,000| Income tax Advances (Net of Provisions) 4,666,798 241.537 Other Advances z 159,073 119677 Total 208,000 705000 309,218,369] 5 365,168] Deferred Tax Assets Yoar Endod [As at 3170372017 [as at J1/03/2076 z z Timing difference between Book & Tax Depreciation 13,420 14,205 Total 13,420 14,105 14, Cash & Bank Balances Non Current Current [As ot 3970372047 [As at 31/03/2010 [[as at 31/03/2017 as a U1/OSTEOTS (Cash and Cash Equivalents z z z z 2) Balances with banks In Current Accounts , . 198,691 930,462 ) Cash on hand - : 200,496 201,026 )In Fixed deposit accounts maturity less than three months. : 3,973,662 17,052,668 Total : 2,372,889 18,185,157 12. Other Assets Non Current Current [As at 31/03/2017 [As at 31/03/2006 |[As at 31/03/2017 [as at 31/03/2076 Unsecured, considered good: = z z z Fixee Deposit accounts with maturity of more than 15,000,000, 22 months interest Receivable on deposits 977,636 17,820 12,741 Interest Receivable on investments : 379,25 Interest Receivable on Loans E 2,578,321 Dividend Receivable on investments : : 12,000 Total IEST7 596 2,596,141 7,703,866DIGVLAY FINLEASE LIMITED. "3" Rovenue from operations Rovenue Wom operation Year end Year endes 3110372047 sHaRe interest ze z on Fie Depot wth Bark zara 1.372097 on teane 23868/800 2626 810 Long Term investments : 389.897 on LT Rune 30816 Trea Se 560 Net Gain On Sale OF vestments Net Gain on Sale of Curent Investments 910274 282.420 Net Gain on Sle of Lang Term Ivesients 736,061,862 (8.642003) Tout 745,163526 ICEZATE Dividend income Divcend on Lang Term nvetments 00,173,408 70403219 Divend on Curent vestments “uors.ast zi 218,540 Tay, ovat 61464031, 160 3%4 10 Ta Enpiayoe Benatis Expense Year ended Tour Saar z z Sala & Atonanoes stesso sasaara ‘Grauly ‘N0947 80.00 Leave Satan, 18582 31248 Sat wetare Expenses 43005 ssr73e Tota! Tais.eee 802.05) Sn 08 Seen sseserve | scesnsetines Yaa ended ERE] saTOT STITT e e Interest Expense on Berrowiogs rom Bank 709 Total = 709Te Other Capa Peri ended Year ended rosa SHORT Administrative Expenses z z ‘averisement Charges 19800 1.500 Cornnunication cnages 564 caso Directors Meeting Feet 79060 40.450 Payment to Aetors [Refer Note (a) below] 23,000 25500 Miscellaneous Expenses 68317 79.984 Printing & Stationary 210,193 135,387 Profesonal & Lega Charges 2300096 073975 Serie Tax 14090 5.56 fates @ Taxes 4380 ent 105,380 Repairs & alntenance = Otbers 375.490 Traveling & Comeyance 1904 Tata sa, (2) Payment to Auditors For Satuory auc 18000 15.000 For Tax suc 000 4500 For Other Senices 6.000 6.000 Totat 78000 2500 37 Eamngs Por Share Period ended Year ended S0w2017, Sian 2078 Nominal value per Equity share va 72 Net Profit after Tax so7e.sea39 ona \eidhted average numberof Eguity Shares 1,409,092 02 Basic and Dluted Earnings pr share 03.25 aaDIGVIUAY FINLEASE LIMITED. 48. Related Party Disclosure, {ih accordance with Accounting Standard: 18) 1) Name & Relationship (a) Key Management Personnel Mr. Kx Thakur, Manager & CFO Mr. RAR.Dalmia, Company Secretary (o) Enterprise having significant influence over the Company ‘See Capital Services Lea 1) Transactions caried out during the year ended 31.03.2017 (a}_ Rotating to Key Management Personnel Remuneration Rs. 11,29,7701- Previous year RS.9,54,830/-) (by Relating to Enterrise navig significant influence over the Company Rent Pato Rs, 27,600/- (Previeus Year Rs, 26,966/-) 7a Contingent Viability Asat 31032017 [ua anon Tee Rs. Rs (0) Contingent ability not provides for income tox demand disputed in appeal 1,696,994| 16969940 20. Unabsorted Mat Tax UUnabsorbed MAT for which future credit may be available amounts to€2,29,52,087- (Previous year & 38,65,744/-1 Contingent provision tor standard assets Contingent Provision for standard assets was created at 0.25% on standard assets inthe earler years in terms of Notification No. DNBS.223/CGM(US)2011 dated 17th January, 201 issued by the Reserve Bank of india, 22 Micro. Small and Medium Enterprises Development Act, 2006 ‘There is no amount due to Micro, Medium and Small enterprises aor there hasbeen any delay in payments to such enterprises 23.Distlosure of Specified Bank Notes (SBNs) “The details of Specified Bank Notes (SBN) held and transacted during the period from Btn November, 2016 to 30th December, 2016 are providea inthe Table below: Percale Tone [Other Tota \denominatio In notes & coins [cesing cash im and as_on] 200000 | 496 TO os.11.2016 i=) Permitted receipts i Ni Wi I=) witherawas trom Bank) wi] —2o0000 | 200000 ir) Permitted payments WT WI cu [cy Amount deposited Banke | —200000_[ Ni "0000 [closing cash in hand as on] Nit Tove — | — 200896 30.12.2016 The term “Specified Bank HOLES has the same arin as provided i the netitication of the Government of India, inthe ‘inisry of Finance, Department of Econcmic Affairs number 5.0. 3407(E), dated the th November, 201624, Previous year's figures Previous years figures have been regrouped / rearranged wierever necessary: 25, Particulars required under Paragraph 18 of the Master Direction Non- Banking Financial Company: Non: Sytemically Important Non-Deposit ‘aking Company (Reserve Bank) Directions, 2016 are given inthe Annexure appended hereto 26, An application has been made to the National Company Law Tetbunal ("the Tribunal’) fo sanction of a Scheme of Amalgamation of Aram Securities Private Limited withthe Company, the transfer date or the appointes date being the 1st day f Apri, 2016. Pending sanction ofthe same, effect thereof has nat been given in these accounts In terms of ur report attached For Naresh Lakota & Co, . Chaneres tecounants \ Firm Reg, No, 322246 1CK.Thakur Lene anager & CFO Naresh Lakhotia 5 un Dua Proprietor te oe "4 Membership No. 51249 RAR.Da Pace: Kolata {Company Secretary sovvevtors Date + Sh te cectDIGVIJAY FINLEASE LIMITED ‘Annexure referred to in Note 25 SCHEDULE TO THE BALANCE SHEET OF A NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY. (Rs in Lakhs) PARTICULARS As on 31.03.2017 Liabilities side: (1) Loans and advances availed by the NBFCs |Amount Amount inclusive of interest accrued thereon but not paid: Outstanding (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 Loans NIL NIL (a) Inter-corporate loans and borrowing NIL NIL (e) Commercial Paper NIL NIL (f} Other Loans (specify nature) NIL NIL ‘Assets side: (2) Break-up of Loans and Advances including bills receivables [other than those included in (4) below]: | (@) Secured NIL NIL (b) Unsecured 3047.60 NIL (@) Break up of Leased Assets and stock on hire and other assets counting towards AFC activities (Lease assets including lease rentals under sundry debtors: (a) Financial lease NIL (b) Operating lease NIL (i) Stock on hire including hire charges under sundry debtors: (a) Assets on hire NL (b) Repossessed Assets NIL (i) Other loans counting towards AFC activities (@) Loans where assets have been repossessed NIL (©) Loans other than (a) above NIL (4) Break-up of Investments: ‘Current Investments: 1. Quoted: () Shares: (a) Equity NIL (b) Preference NIL (i) Debentures and Bonds NIL (ii) Units of mutual funds NIL (iv) Government Securities NIL (v) Others (please specify) NIL2. Unquoted: () Shares: (a) Equity (b) Preference (ii) Debentures and Bonds (i) Units of mutual funds (iv) Government Securities, (v) Others (Please specify) Long Term investments: 1. Quoted: (i) Share: (a) Equity (0) Preference (i) Debentures and Bonds (ii) Unts of mutual funds (iv) Government Securities (v) Others (Please specify) 2. Unquoted: (Shares. (@) Equity (0) Preterence (i) Debentures and Bonds (i) Units of mutual funds {iv) Government Securities, (v) Others (Please specify) NIL Ni NIL 8129.57 NIL NIL 9782.45 NIL NIL NIL NIL NIL 2021.70 458.31 NIL. NIL. NIL NIL. (5) Borrower group-wise classification of assets financed as in (2) and (3) above : Category ‘Amount net of provisions Secured Unsecured Total 1. Related Parties (a) Subsidiaries NIL NIL, NIL (b) Companies in the same group Nit NIL. NIL. (c) Other related parties Nit Nit, NIL, 2. Other than related parties NIC 3047.60 3047.60 Total NIL 3047.60 3047.60 (6) Investor group-wise clas: ication of all investments (current and long term) in shares and securities (both quoted and unquoted): Category Market Value / Break up! fair value or NAV Book Value 7 Related Parties (@) Subsidiaries NIL. NIL (b) Companies in the same NIL NIL, (c)_Other related parties NIL NIL. 2_Other than related parties 74575586 77,392.02 Total 745755.86 17,392.02 (Net of Provisions)(7) Other information Particulars Amount (). Gross Non-Performing Assets (a) _ Related parties NIL (0) Other than related parties NL (i) Net Non-Performing Assets (2) Related parties NIL (b) Other than related partes NIL (ii) Assets acquited in satisfaction of debt NIL ‘As per our Report of even date altached herewith For Naresh Lakhotia & Co. Charteres Accountants Fim Rega. No. 3222248 \ Naresh Lakhotia Proprietor Membership No. 61249 Place Kolkata a. ys Date : The! S°* “3017” Volare KOC Thakur Manager & CFO Re RR.Dalmia Company Secretary