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THE PEERLESS GENERAL FINANCE & INVESTMENT COMPANY LIMITED

BOARD OF DIRECTORS

Shri Susim Mukul Datta

Shri Sunil Kanti Roy

Shri Bhargab Lahiri

Shri Deepak Mukerjee

Shri Jayanta Roy

Shri Pranab Kumar Choudhury

Shri Partho Sarothy Datta

COMPANY SECRETARYShri K Balasubramanian

CHAIRMANShri Susim Mukul Datta

MANAGING DIRECTORShri Sunil Kanti Roy

DEPUTY MANAGING DIRECTORShri Bhargab Lahiri

CHIEF FINANCIAL OFFICERShri Samar Bhattacharyya

PRESIDENT (TREASURY)Shri Asoke Kumar Mukhuty

VICE PRESIDENTSShri Patit Paban RayCompliances & Legal

Shri Anup Kumar MaitiIT & CS

SENIOR GENERAL MANAGERSShri Kalyan Kumar MukherjeeGroup Head – Secretarial Services

Shri Animesh PurkayasthaHRM – Peerless Group

GENERAL MANAGERSShri Kalyan ChakrabortyAdministration

Shri Basudeb ChakrabotySystems

AUDITORSMessrs Mukund M Chitale & Co.Chartered Accountants

ACTUARIAL CONSULTANTShri Arpan N Thanawala

PRINCIPAL BANKERSUnited Bank of IndiaHDFC Bank LimitedState Bank of IndiaAxis Bank Limited

REGISTERED OFFICE“PEERLESS BHAVAN”3, Esplanade East,Kolkata - 700 069Tel : 91 33 22483247,Fax : 91 33 22485197,E-mail : [email protected],Website: www.peerless.co.in

Corporate Identity No. :U66010WB1932PLC007490

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REGIONAL OFFICESEastern Regional Office13-A, Dacres Lane (1st Floor)Kolkata 700 069West Bengal

North Eastern Regional OfficeDr. B Barooah Road, UlubariGuwahati – 781 007, Kamrup, Assam

Northern Regional OfficeB. K. Roy Court (2nd Floor)6 & 7, Asaf Ali RoadNew Delhi – 110 002

Western Regional Office11A, Mittal Tower (1st Floor)Nariman PointMumbai 400 021, Maharashtra

Southern Regional Office – IRaheja Complex, (2nd Floor)834, Anna SalaiChennai – 600 002, Tamilnadu

Southern Regional Office – IIRamanashree Arcade (3rd Floor)18, M. G. Road, Bangaluru – 560 001Karnataka

South Central Regional OfficeKancharla Tower (1st Floor)1-7-143, 143/A, Golconda 'X' RoadMusheerabad, Hyderabad – 500 020Andhra Pradesh

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CONTENTS

Page

Directors’ Report 4

Balance Sheet 38

Statement of Profit and Loss 39

Cash Flow Statement 40

Notes on Accounts 41

Independent Auditors’ Report 80

Subsidiaries and Joint Venture (AOC–1) 85

Schedule to Balance Sheet 87

Consolidated Financial Statements 91

Standalone Key Financials 143– Eight Years at a Glance

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DIRECTORS’ REPORT

TO THE MEMBERS

Your Directors have pleasure in presenting to you the Eighty Second Annual Report together with the audited accountsof the Company on standalone basis and in consolidated form for the year ended on 31st March, 2015.

FINANCIAL HIGHLIGHTS

A summary of the financial results for the year 2014-15 on Standalone basis along with the previous year’s figuresand results consolidating subsidiary and joint venture companies for the year 2014-15 are given below :-

(Rs. in million)

Standalone Consolidated

Previous Year Current Year Current Yearended on ended on ended on

31.03.2014 31.03.2015 31.03.2015

Total Revenue 2746.81 2678.09 5170.88

Profit before interest, depreciation and tax 1537.03 1526.24 1594.22

Less: Finance Cost 13.55 1.78 30.53

Less: Depreciation and amortisation 38.10 53.00 283.69

Profit before Tax 1485.38 1471.46 1280.00

Less: Tax expenses 441.78 364.83 426.06

Profit after tax but before minority interest 1043.60 1106.63 853.94

Add : Minority interest — — 0.39

Profit for the Year 1043.60 1106.63 854.33

Add: Balance as per the last financial statements 4638.60 4914.60 4130.14

Less : Adjustment of Depreciation on Fixed Asset — 55.20 61.31(net of Deferred Tax)

Profit available for appropriation 5682.20 5966.03 4923.16

Appropriations:

Special Reserve 210.00 225.00 225.90

General Reserve 250.00 250.00 325.05

Dividend on Equity Shares (including interim) 265.25 298.40 298.40

Corporate Dividend Tax 42.35 56.60 63.92

Total Appropriation 767.60 830.00 913.27

Balance carried forward to Balance Sheet 4914.60 5136.03 4009.89

Note : In accordance with the Transitional Provisions of the Accounting Standard (AS) 21, comparative figures forconsolidated results of the previous period have not been presented.

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STATE OF COMPANY'S AFFAIRS

Your Directors are pleased to report salient features of the Company’s performance during the year as under :

a) Profit After Tax increased by Rs. 63.03 million from Rs. 1043.60 million in the previous year to Rs. 1106.63million for the year under report.

b) Transfer of Rs. 225 million during the year to Special Reserve as required under Section 45 IC of the RBI Act1934. With this transfer, the accumulated balance in the said account as on March 31, 2015, would stand atRs. 4783.34 million.

c) Transfer of a sum of Rs. 250 million during the year to General Reserve. The accumulated balance in the saidaccount as on March 31, 2015 would stand at Rs. 6150 million.

d) The Company’s Capital Adequacy Ratio (CAR) was maintained well over the statutory minimum of 12% throughoutthe year. As at March 31, 2015, the ratio was 86.13% (80.07% last year). Further, Net Owned Funds of theCompany as on March 31, 2015, subject to Shareholders approving the proposals for appropriation, would standincreased to Rs. 15095.70 million compared to Rs. 14706.30 million in the previous year.

e) Average yield on investment was 7.95% in FY 2014-15 as against 7.88% in FY 2013-14 mainly due to investmentsin higher yield Tax Free Bonds.

f) The Company’s Total Investments as on March 31, 2015 at Rs. 30760.28 million was lower than Rs. 30991.77million as on March 31, 2014, due to discontinuation of collection of public deposits and continuing paymentsagainst unclaimed deposits as and when claims are made. Further, the Company’s aggregate deposit liabilityremained fully covered by investments in approved categories throughout the year, in terms of applicable RBIdirections.

COMPANY’S BUSINESS AND OUTLOOK

As reported in earlier years, the company had discontinued acceptance of deposits from April 01, 2011 in conformitywith the advice of Reserve Bank of India. As an RNBC, the Company is now involved in making repayment of matureddeposits and, consequently, deposit liabilities came down at the year end to Rs.15703.61 million from Rs.16,609.43million as at the end of the previous financial year. As a part of its resolve to meet its obligations to depositors whohave not yet claimed back their deposits, the company had introduced Group Incentive Scheme (GIS) during the period14th March 2014 to 28th November 2014 at all branches for tracking and payment of unclaimed deposits whosedate of maturity was on or before 28th February, 2013. The efforts enabled the Company to make payment ofRs. 194.56 million to the depositors. The Company has also plans to issue reminders alongwith discharge forms onceagain to depositors who are yet to claim their dues.

At present the company is mainly focused on managing its investments, a key element of which is promoting variousbusinesses of subsidiaries and closely monitoring their performance, particularly in the hotel, hospital, and the financialservices sector, including lending activities. This required new strategies, recruitment of personnel with requisite skillsand experience, and building up of new capabilities to meet the challenges of a highly competitive environment. Theseefforts not only require investments but also take time to mature into viable businesses.

The Company has also engaged in Real Estate Development business within the permissible regulatory limits. It intendsto grow this business in a judicious manner in the future. Two important projects currently in progress are locatedin Konnagar and Jairambati in the state of West Bengal.

The Company continued to provide ‘non-sales’ services, under separate arrangement with the principals, to Max LifeInsurance Co. Ltd. and IFFCO Tokio General Insurance Co. Ltd., for life and general insurance business respectively.

The surplus Net Owned Funds of your Company, after investment in subsidiaries and fixed assets, are deployed ingood quality liquid investments. Income from investments of the Company’s Surplus Net Owned Funds continue tocontribute significantly to its revenue.

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VARIATION IN NET WORTH

The net worth of the Company as at the close of current financial year ended 31st March 2015 was Rs. 16413.05million, as compared to the net worth as at the close of previous financial year ended 31st March, 2014 of Rs. 15722.38million.

DIVIDEND

An interim dividend of 35% (Rs. 35/- per equity share of Rs. 100/- each) was paid during the year endedMarch 31, 2015. Your Directors are pleased to recommend a final dividend of 55% (Rs. 55/- per equity share ofRs. 100/- each) which, together with the said interim dividend declared on February 13, 2015, would aggregate 90%(Rs. 90/- per equity share of Rs. 100/- each) as against aggregate 80% in the previous year. The total outgo on accountof dividend payments including Tax on Dividend will be Rs. 355 million for FY 2014-15.

GROUP ACTIVITIES

Peerless Hotels Limited (PHL)

Total Revenue for the year ended 31.3.2015 has increased by Rs. 5.13 million as compared to the previous year.Despite a sluggish market and pressure on Occupancy and Average Room Revenue, room revenue increased by 2.8%to Rs. 196.96 million. Food & Beverages Income grew by 5.6% to Rs. 103.04 million. Profit for the year has decreasedby Rs. 22.50 million from Rs. 64.83 million in the previous year to Rs. 42.33 million for the year ended 31st March2015, mainly on account of a higher depreciation charge, finance costs and employee benefit expenses.

The Government of India has announced certain proposals to boost Trade & Commerce between land-locked North-East India & South-East Asia. It has also promised to extend visas on arrival to citizens of 150 countries in a phasedmanner. These measures augur well for the Tourism Industry in India.

The Company has launched the new wing, PIK Tower, Kolkata in February, 2015 adding 47 spacious rooms ofcontemporary design.

In Peerless Resort, Port Blair, 22 new rooms and 4 cottages have been comprehensively renovated during the yearin addition to 30 rooms that were done up a few years ago. In the Financial Year 2015-16, The Peerless Inn, Kolkata,has planned to commence renovation of its 121 rooms in a phased manner, which is expected to be completed in24 months.

Peerless Financial Products Distribution Limited (PFPDL)

The performance of PFPDL for the financial year 2014-15 showed a loss of Rs.141.83 million, as against a loss ofRs. 121.67 million in the previous financial year.

The Insurance Regulatory Development Authority of India (IRDAI) has recently issued an Exposure Draft on IRDAI(Registration of Corporate Agents) Regulations, 2015. This regulation, once approved, will allow Corporate Agents totie up with more than one insurer in both the Life and General Insurance sectors, which is expected to open up multipleopportunities for Peerless Financial Products Distribution Limited to increase its revenues.

Peeless Securites Limited (PSL)

The Company incurred a reduced loss of Rs. 29.81 million in F.Y. 2014-15 as against a loss of Rs. 47.38 millionin the previous year, despite making provisions of Rs. 15.47 million on diminution of long term investments.

Brokerage and Commission earnings continue to be the mainstay of the Company’s business. The Company’scontinuous efforts have resulted in increase in total revenue by 113 percent over the previous year, while administrativeand other expenses have gone up by 37 percent. A sharp upturn was witnessed in the equity markets during the financialyear, with the benchmark index S & P NIFTY gaining around 26% amidst high volatility, and touching a record highin March, 2015.

There was further build-up of capacity during the year, both in retail and corporate/institutional broking sectors, andthe following steps have been implemented during the year, which resulted in increased sales:

a) Recruitment of branch/sales teams with proven track records in other broking houses

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b) Continuing the process of closing non performing branches and opening new branches at centres with good potential

c) Accelerating the development of the Franchisee Network

d) Expanding activities in selected large centres

e) Active acquisition of new clients

Your Board sees good potential in the Broking Sector and expects Peerless Securities Ltd. to play an important rolein the Group’s overall business.

Peerless Commodities Limited (PCL)

Peerless Commodities Limited was formed as a subsidiary of Peerless Securities Limited in FY 2013-14, but their business

was kept in abeyance because of adverse market conditions at that time. The Management Team is primarily focusing

on the development of the core business of equity broking and plan to commence the commodities business in FY

2015-16.

During the year your Company made a small profit of Rs. 0.07 million as against a loss of Rs. 0.21 million in the

previous year.

Peerless Hospitex Hospital and Research Center Limited (PHHL)

The performance of this subsidiary improved during the year. The total income of PHHL rose to Rs. 1327.5 millionregistering a growth of 14.8% over the previous year;

Profit After Tax recorded a positive net of Rs. 3.20 million against the previous year’s loss of Rs. 28.56 million, aftertaking into account higher provision for Depreciation of Rs.13.73 million made during the year in compliance of revisedrates prescribed under Schedule – II of the Companies Act, 2013.

Improvements were also seen in operational areas as indicated below,

PHHL is continuing its activities in para-medical education. The Nursing School and College offers several programmessuch as a 3½ years General Nursing and Midwifery course, 4 years B.Sc. Nursing course and a 2 years Post BasicNursing course. The first batch of the B.Sc. Nursing Course will be completing their full training this year.

This hospital has a four year degree course in Bachelor of Physiotherapy and from last year, two paramedical coursesviz., DMLT and DMRD, recognized by the State Medical Faculty of West Bengal, were started.

Peerless Funds Management Company Ltd. (PFMCL)

The Company incurred a loss of Rs. 84.95 million for the year ended 31 March 2015 as against the loss of Rs. 73.22million in FY 2013-14.

During the year under review, the parent Company infused an additional Rs. 240 million as share capital, therebyreinforcing its commitment to MF business.

Average assets managed by Peerless Mutual Fund (PMF) were Rs. 1302 crore as on 31 March 2015 compared toRs. 4046 crore as on 31 March 2014. Assets managed in retail oriented schemes have grown to Rs. 150 crore inMarch 2015 from Rs. 122 crore in March 2014.

Further, cost control measures initiated during the year, which included rationalization of commission structures, branchreviews, vendor cost evaluation etc., helped the company to reduce operating expenses.

As on 31st March 2015, the Company operated from 26 locations serving over 34,000 customers. Over 70% of thelocations are outside the top 15 cities, which currently account for the bulk of the mutual fund industry.

A new management team has taken charge in the financial year 2014-15 and have been in the process of strengtheningthe systems and procedures of the Company and building up Assets Under Management, with special focus on developingthe Retail base. With markets showing signs of improvement, PFMCL is expected to show improved performance inthe days ahead.

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Peerless Trust Management Company Limited (PTMCL)

Peerless Trust Management Co. Limited (PTMCL) is a subsidiary of The Peerless General Finance & Investment Co.

Ltd. and acts as the Trustee to Peerless Mutual Fund (PMF). In its capacity as Trustee, PTMCL plays a supervisory

role to protect the interest of unitholders and holds the assets of PMF in trust on behalf of the unitholders.

During the financial year 2014-15, the company registered a net profit of Rs. 0.60 million as against a net profit of

Rs. 1.48 million in 2013-14.

Peerless Financial Services Limited (PFSL)

The Company earned a profit after tax of Rs. 4.51 million during the Financial Year 2014-15 as against Rs. 4.97

million during the previous financial year.

The Financial year 2014-15 was the first full year during which the company carried out lending operations, after having

been an investing company till FY 2013-14. It is now offering a repertoire of lending products such as Loans Against

Marketable Securities, Loans Against Property, Equipment Finance, Equipment Leasing and similar other products

demanded by the market .

The company has been steadily building up its Loan Book during the financial year under report, operating with an

office in Kolkata to start with. The Company has plans to increase its lending portfolio significantly, and proposes

to open branches in Mumbai and Delhi during the Financial Year 2015-16.

Your Board sees potential in this to become a major business driver for the Group in the near future.

JOINT SECTOR

Your Company holds 36.70% of the paid up equity capital of Bengal Peerless Housing Development Company Ltd.,

a joint venture with West Bengal Housing Board. The Company is engaged mainly in developing residential projects

at various locations within the state of West Bengal with the objective of providing housing for all sections of society.

The company achieved a Turnover of Rs. 1200.15 million and Profit after Tax of Rs. 299.23 million during the financial

year, as against Rs. 1188.44 million and Rs. 166.45 million respectively in the previous financial year.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT - 9 for the Financial Year 2014-15 is attached to this report (marked

Annexure–‘A’).

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

The provisions of Section 186 of the Act pertaining to activities relating to loans given, investment made are not

applicable to the Company since the Company is an NBFC (permitted to conduct RNBC business) whose principal

business is acquisition of securities. Your Company has also not given any guarantee or provided security in connection

with any loans.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties have been entered into on an arm’s length basis and in the ordinary course of

business and are in compliance with the applicable provisions of the Act. No material contracts or transactions with

related parties were entered into during the year under review. Accordingly the disclosure of Related Party Transactions

as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC2 is not applicable. A statement of

all related party transactions is presented before the Audit Committee as and when its meetings are held, specifying

the nature, value and terms and conditions of the transactions. The statement is presented by the Chief Financial

Officer duly authenticated by the respective Department Heads and confirmed by the Head of Internal Audit.

Details of the transactions with Related Parties are provided in the accompanying financial statements.

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COMPLIANCE WITH RESIDUARY NON-BANKING COMPANIES (RESERVE BANK) DIRECTIONS,1987

The Company has complied with Sections 45 IA, 45 IB and 45 IC of the Reserve Bank of India Act, 1934, Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007,paragraph 6 and other applicable paragraphs of the Residuary Non-Banking Companies (Reserve Bank) Directions,1987. The Company has also been submitting periodic returns and audited statements regularly.

At the close of March 31, 2015, unpaid (outstanding on account of non-receipt of certain particulars from the certificateholders) and unclaimed maturity dues to the certificate holders stood at Rs. 13.35 million (0.01 million nos.) andRs. 15690.17 million (15.03 million nos.) respectively. Payment of such maturity dues are made on an on-going basisas and when claims are received. The following measures exemplified our standard of ethics by making continuouseffort to reach out to certificate holders who have yet to claim back their deposits.

• Your Company had, in earlier years, published advertisements in vernacular languages in the states in whichbranches of the Company are located, requesting certificate-holders to claim their unpaid/unclaimed deposits attheir nearest branches or at the respective Regional Office of branches

• A ‘Group Incentive Scheme’ (GIS) was introduced at all Branches for tracking and payment of unclaimed deposits.

• Your Company has uploaded certificate numbers of all Unpaid/Unclaimed deposits of each branch on theCompany’s Website last year, in order to reach certificate holders who have yet to claim amounts due to them.

Your Directors are happy to state that your Company has complied with the directions of Reserve Bank of India insecuring the interests of all certificate holders who are yet to claim their dues from us. This has been done by creatingan ‘Escrow Account’ with the United Bank of India which will effectively ‘ring-fence’ the entire amount of aggregateunclaimed deposit liabilities in our books as on 31.12.2014.

The arrangement captures investments equivalent to the aggregate unclaimed deposit liability in our books as on 31-12-2014. Such investments can be withdrawn for repayment of public deposits on production of a certificate fromthe auditors about the amount of deposits claimed by the depositors. Your Company is first making payments tocertificate-holders out of its owned funds as and when claims for maturity payments are made. Your company willthen claim reimbursement from the Escrow Account after providing the necessary certificate about the amount ofdeposits paid to the depositors.

The arrangement is in strict conformity with the guidelines issued by the Reserve Bank of India.

AUDITORS’ OBSERVATIONS

Observations referred to in para 4(a) and 4(b) under ‘The Basis for Qualified Opinion of the Auditor’ in the Auditors’Report in regard to provision for taxation and non-transfer of unclaimed deposits to Investors Education & ProtectionFund have been explained in Notes 26 and 28 respectively of the Financial Statement. In respect of the para 4(c)of the Auditors’ Report these have been suitably explained in note nos. 4.2 and 4.3 of the Financial Statement.

SECRETARIAL AUDIT

A Secretarial Audit Report dated 8.5.2015, conducted per section 204 of the Companies Act, 2013 by M/s AnjanKumar Roy & Co., Company Secretaries appointed by the Board for the financial year ended 31st March, 2015,is attached to this Report (marked Annexure ‘B’). The Secretarial Audit Report does not contain any qualification,reservation or adverse remark necessitating explanation or comment by the Board.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitment affecting the financial position of the Company which have occurredbetween 31st March 2015 and 27th June 2015, the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO

The Company is not engaged in any activity which requires substantial consumption of energy or technology andaccordingly, no particulars are furnished.

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There was no foreign exchange earning during the FY 2014-15. Foreign exchange outgo during the FY 2014-15 wasRs. 0.55 million.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

During the year 2014-15, no company became or ceased to be a subsidiary, joint venture or associate company ofyour Company.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 (Act) the Consolidated Financial Statementof the company, a separate statement containing the salient features of the financial statements of its subsidiariesand joint ventures in the prescribed Form AOC 1 has been attached to the financial statement. Financial Statementsof the subsidiary companies are kept for inspection for members at the registered office of the company. The companyshall provide free of cost a copy of the financial statement of the subsidiary companies to members on request.

RISK MANAGEMENT POLICY

Risk is regarded as the threat of some event, action or loss of opportunity that might adversely affect any of the followingparameters :

• Value to stakeholders

• Ability to achieve company’s objectives

• Ability to implement business strategies

• The manner in which the company operates

• Reputation

Enterprise Risk Management (ERM) is a core management competency that incorporates systematic application ofpolicies, procedures and checks to identify potential risks and lessen their impact on the company. These involve:

• Identifying potential risk

• Assessing their potential impact

• Taking action to minimise the potential impact

• Monitoring and reporting on the status of key risks on regular basis.

The policies developed by the company are deployed in all divisions and every part of its business and functions. Thepolicy complements the Corporate Governance initiative of the company and does not replace other existing compliancesprogram such as those relating to regulatory compliance matters.

The company during the financial year engaged a reputed consulting firm with the key objectives to:-

• Provide an overview of the Risk Management function.

• Define the Organisation Structure for effective Risk Management

• Develop a risk culture that will help us to identify risks and associated opportunities and to respond to them witheffective action

• Identify, assess and manage existing and new risks in a planned and coordinated manner that will minimisedisruption and protect and preserve the company’s human and physical assets.

The Risk Management Policy prepared by the consultant was reviewed and approved by the Audit Committee andaccepted by the Board of Directors.

Your Board has decided that a Risk Management Committee be constituted comprising senior management, with theresponsibility to assess and mitigate various risks identified relating to reputational, regulatory, financial issues, as wellas operational issues in the areas of Human Resources, Finance, Legal, Information Technology and Communication

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Services and Investments, and report to the Audit Committee and the Board the steps undertaken to achieve itsobjectives.

To fulfill this commitment the Company abides by the following principles:

• Risk Management is everyone’s responsibility, from the Board to individual employees. Risks shall be primarilymanaged by the divisions/business functions transacting ongoing business

• The Company will assess the significant risks through a holistic approach that optimizes the balance between risksand return across all verticals and functions

• Each Division is expected to undertake risk assessments on a quarterly basis for the business as a whole

• Enterprise Risk Management is a comprehensive, disciplined and continuous process in which risks are identified,analyzed and consciously accepted or mitigated within approved risk appetite

• Risk Management policies and processes of each Division will be aligned and made consistent with this Company-wide ERM policy

INTERNAL CONTROLS

The Company has established an adequate internal control system for all the major processes to ensure reliability offinancial reporting and compliance with policies, procedures, laws, and regulations. The Company also has documentedStandard Operating Procedures (SOPs) for various processes which are reviewed for changes warranted due to businessneeds. The existing program for internal audit covers a thorough examination of compliance in respect of internal controlsas specified in the Standard Operating Procedures of the company. Deviations noticed during the course of audit,are included in the Internal Audit Report.

The Internal Audit Plan is approved by the Audit Committee. During the year, the Audit Committee reviewed reportssubmitted by the Internal Audit department. All significant audit observations and follow-up actions thereon werereported to the Audit Committee. The Audit Committee also met the company’s Statutory Auditors to ascertain theirviews on the financial statements including the reliability of financial reporting, compliance to accounting policies andprocedures, adequacy of internal controls followed by the company.

INTERNAL FINANCIAL CONTROLS

In addition to developing Internal Control Systems, your management had initiated a number of steps to establishthe adequacy of Internal Financial Control of the company. The measures being initiated are as follows :-

● Development of Delegation of Authority Matrix.

● Safeguarding of Fixed Assets against possible loss through insurance cover

● Physical verification of fixed assets by an in-house team and also by an external agency

● Fraud Risks identified in Enterprise Risk Management study

● Regular visits of the internal auditor to act as a deterrent to fraudulent activity, if any

● Carrying out Information System Audit by an external agency to assess :-

■ Entity level controls,

■ Process level controls and

■ IT controls

● Preparing key financial information on revenue, profit, return on investment

● Monitoring performance of investment portfolios through Investment Committee of Directors

● Monitoring the functioning of subsidiaries by the Audit Committee

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Based on the above mentioned steps, along with the internal control mechanism outlined above, the management

believes that adequate financial controls exist in relation to its Financial Statements. Adequacy of such controls willbe further tested during the financial year 2015-16.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. D. Basu retired by rotation at the 81st Annual General Meeting of the Company held on 12th September 2014.

Mr. Basu joined the Board in May, 1998 and has been Chairman of the Board since August, 2006. His significantcontribution towards its investment processes has assisted the Company in considerably strengthening its Balance Sheet.

Your Board places on record its warm appreciation and gratitude for the outstanding leadership provided, valuableguidance given and the critical contribution made by Mr. Basu during his tenure both as a Director and as the Chairman

of the Board.

Mr. A. C. Chakrabortti, Director, resigned with effect from 12th September 2014. Mr. Chakrabortti joined the Boardduring FY 1998-99 and took charge as the Chairman of the Audit Committee at the same time. Mr. Chakrabortti

provided leadership to the Company’s planned action to streamline its books of accounts. The Board places on recordits warm appreciation and gratitude for the guidance given and valuable contribution made by Mr. Chakrabortti during

his tenure as a Director of the Company and also as the Chairman of the Audit Committee.

Mr. Pranab Kumar Choudhury (DIN: 00015470) and Mr. Deepak Mukerjee (DIN:00046690) were appointed asIndependent Directors at the 81st Annual General Meeting of the Company held on 12th September, 2014 for a period

of 5 years each in compliance with the provisions of Section 149 of the Companies Act, 2013.

Mr Pranab Kumar Choudhury and Mr Deepak Mukerjee, both Independent Directors, have submitted declarations that

they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

In accordance with the provisions of the Companies Act, 2013 read with Article 110 of the Company’s Articles ofAssociation, Mr. Jayanta Roy, Director (DIN:00022191), will retire by rotation at the ensuing Annual General Meeting

and, being eligible, offers himself for re-appointment.

The Board of Directors of your Company at its meeting held on 25th November, 2014 had appointed Mr. ParthoSarothy Datta (DIN 00040345) as an Additional Non-Executive Director, pursuant to section 161 of the Companies

Act, 2013 read with Article 105 of the Articles of Association of the Company. Accordingly, Mr. Partho Sarothy Dattawill hold office up to the date of the ensuing Annual General Meeting. A Notice has been received under Section

160 of the Companies Act, 2013 proposing appointment of Mr. Partho Sarothy Datta as a Director at the ensuingAnnual General Meeting. In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Datta

has filed with the Company his consent in Form DIR-2 to act as a Director. He has also declared vide FormDIR-8 that the disqualification as envisaged in Section 164 of the Companies Act, 2013 does not apply to him.

Your Board of Directors proposes that Mr. Partho Sarothy Datta be appointed as an Independent Director of the

Company for a period of 5 years. Mr. Datta has confirmed that he fulfills the criteria of independence as providedin section 149(6) of the Companies Act, 2013. In the opinion of the Board, Mr. Partho Sarothy Datta is a person

of integrity and possesses relevant expertise and experience. Approval of the shareholders is sought to be taken forhis appointment at the ensuing 82nd Annual General Meeting of the Company.

Mr. Samar Bhattacharyya was appointed as the Chief Financial Officer of the Company during the year under review.

NUMBER OF BOARD MEETINGS

During the Financial Year 2014-15, six meetings of the Board of Directors of the Company were held on 24/06/2014,

12/09/2014, 29/10/2014, 25/11/2014, 09/01/2015 and on 13/02/2015.

COMMITTEES OF THE BOARD

In order to give focused attention to the business of the Company, the Board delegates different aspects of businessto designated Committees of the Board set up for the purpose.

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At present there are nine Committees of the Board as under:

● Audit Committee

● Nomination and Remuneration Committee

● Stakeholders Relationship Committee

● Corporate Social Responsibility Committee

● Business Strategy & Review Committee

● Investment Committee

● Supervisory Committee

● Committee for Selection of Senior Executives

● Banking Committee

The terms of reference and composition of these committees including the number of meetings held during the financial

year ended 31st March, 2015 are given below:

1. AUDIT COMMITTEE

The terms of reference of the Audit Committee are in conformity with the requirements of section 177 of theCompanies Act, 2013, concerning, inter alia, appointment, remuneration of auditors, examination of financialstatement and auditors’ report, approval or any subsequent modification of transactions with related parties,scrutiny of inter corporate loans and investments, evaluation of internal financial controls and risk managementsystems. All the recommendations made by the Audit Committee were accepted by the Board.

Composition:

The Audit Committee comprises three non executive Directors, namely, Mr. Deepak Mukerjee (Independent Director)

as Chairman, Mr. P. K. Choudhury Independent Director, and Mr. S. M. Datta as members. Mr. S. K. Roy,Managing Director, Mr. B. Lahiri, Deputy Managing Director, Mr. Partho Sarothy Datta, Director, Mr. S.Bhattacharyya, Chief Financial Officer and Mr. Jayanta Basu, Officer on Special Duty are permanent inviteesto the meetings of the Audit Committee. The Committee invites Senior Executives to the meetings of the Committeeas and when required.

The Committee held five meetings during the financial year 2014-15.

Provisions for establishment of vigil mechanism do not apply to the Company.

2. NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of the Companies Act, 2013, your Board has constituted a Nomination andRemuneration Committee. The terms of reference of this Committee, in conformity with the requirements of section178 of the Companies Act, 2013, include identifying persons who are qualified to become Directors, seniormanagement appointments and recommendations for their removal, evaluation of Directors’ performance,formulating criteria for determining qualifications, positive attributes and Director’s independence. The Terms alsomandate recommending to the Board a policy relating to the remuneration for Directors, key managerial personneland other employees.

Composition:

The Committee consists of three Non- executive Directors, namely, Mr. P. K. Choudhury (Independent Director)as Chairman, Mr. Deepak Mukerjee, Independent Director and Mr. S. M. Datta, Director as members.

Mr. S. K. Roy, Managing Director was the permanent invitee to the meetings of the Nomination and RemunerationCommittee.

14


The Committee held three meetings during the financial year 2014-15.

Nomination and Remuneration Policy :

The Company has put in place a Nomination & Remuneration Policy, formulated by the Nomination &Remuneration Committee and approved by the Board, for appointment/removal and remuneration of directors

and key managerial personnel including criteria for determining qualifications, positive attributes and independenceof a director, and other matters as specified u/s 178(3) of the Companies Act, 2013.

The key features of the Policy are given below:

Objectives

● Criteria and attributes of persons to become Directors (Executive and Non-Executive) and appointment to

Senior Management and Key Managerial positions

● Determining remuneration which is reasonable and sufficient, based on the Company’s size, financial position,trends and practices on remuneration prevailing in peer companies and industry as a whole.

● Evaluation of the performance of Directors.

● To provide rewards linked directly to their efforts, performance, dedication and achievement relating to theCompany’s operations.

● To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons

commensurate with the requirements of the Company.

Applicability

The Policy is applicable to:

● Directors (both Executive and Non-Executive)

● Key Managerial Personnel

● Senior Management Personnel

“Senior Management” for the purpose of this Policy means personnel of the Company who are members of itscore management team (excluding Board of Directors) comprising all members of management one level below

the executive directors including the functional heads.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of the Companies Act, 2013, your Board has constituted a Stakeholders

Relationship Committee to resolve investor grievances.

Composition:

The Committee has one Non - executive Director, namely Mr. Deepak Mukerjee (Independent Director) asChairman, and two Executive Directors, namely, Mr. S. K. Roy, Managing Director, and Mr. B. Lahiri, Deputy

Managing Director, as members.

The Committee held one meeting during the year.

4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In compliance with the provisions of the Companies Act, 2013, your Board has constituted a Corporate Social

Responsibility Committee to formulate Corporate Social Responsibility Policy and to approve the amount ofexpenditure to be incurred for the purpose.

15


Composition:

The Committee consists of two Non - executive Directors, namely, Mr. P. K. Choudhury (Independent Director)

as Chairman, Mr. Deepak Mukerjee, Independent Director and, two Executive Directors, namely Mr. S. K. Roy,

Managing Director and Mr. B. Lahiri, Deputy Managing Director, as members.

The Committee held two meetings during the year.

Corporate Social Responsibility Policy and Expenditure:

A Corporate Social Responsibility Policy has been developed and implemented by the Company during the year

under review.

The Corporate Social Responsibility (CSR) activities as per the Policy formulated are in conformity with those

specified in Schedule VII to the Companies Act, 2013.

During the year 2014-15, the Company spent Rs. 5.54 million towards CSR activities out of Rs. 31.40 million

being 2% of the average net profits of the preceding three financial years. This was due to the Company not

being able to commence the process of CSR activities till the 3rd quarter of the Financial Year 2014-15, and

also as the Company did not receive appropriate proposals for CSR activities.

Apart from the expenditure on account of CSR, the Company had spent about Rs. 5.27 million on account of

donations for various philanthropic purposes.

The Annual Report on CSR activities done by the Company during the financial year 2014-15 is attached to

this Report (marked Annexure ‘C’).

5. BUSINESS STRATEGY AND REVIEW COMMITTEE

The terms of reference of the Business Strategy & Review Committee are as follows:

• Review of Business Strategy of the Company.

• Review of Business Plans of the Company.

• Periodic reviews of performance of the Company vis-à-vis Annual Business Plan and suggesting corrective

actions as may be necessary.

• Strategic review of the goals, business plan and performance of the Company’s Subsidiaries were done at

appropriate intervals.

Composition:

The Business Strategy & Review Committee has four Non - executive Directors, namely, Mr. S. M. Datta as

Chairman, Mr. Deepak Mukerjee (Independent Director), Mr. P. K. Choudhury (Independent Director), Mr. Jayanta

Roy, and two Executive Directors, namely Mr. S. K. Roy, Managing Director and Mr. B. Lahiri, Deputy Managing

Director, as Members.

The Committee held two meetings during the year.

6. INVESTMENT COMMITTEE

The Investment Committee sets investment objectives, formulates investment policy subject to Board’s approval,

selects portfolio strategy and evaluates its performance with a view to optimizing returns while preserving the quality

of investments. The committee ensures compliance with the relevant guidelines issued by the Reserve Bank of

India and the Board of Directors from time to time.

16


Composition:

The Investment Committee is comprised of three Non- executive Directors, namely, Mr. Deepak Mukerjee(Independent Director) as Chairman, Mr. P. K. Choudhury (Independent Director) and Mr. Jayanta Roy and twoExecutive Directors, namely Mr. S. K. Roy, Managing Director and Mr. B. Lahiri, Deputy Managing Director,as members.

The Committee held one meeting during the year.

7. SUPERVISORY COMMITTEE

The Supervisory Committee concentrates on strategic supervision over the Company and operationalises theguidelines issued by the Reserve Bank of India from time to time. It also puts in place effective monitoring systemto ensure compliance by the management.

Composition:

The Committee has one Non - executive Director, namely, Mr. S. M. Datta and one Executive Director, namelyMr. S. K. Roy, Managing Director, as members.

The Committee invites other Directors/Senior Officials to the meetings as and when necessary.

There was no occasion for the Committee to meet during the year.

8. COMMITTEE FOR SELECTION OF SENIOR EXECUTIVES

The Committee selects senior executives for recruitment and decides on the methodology and the process of fillingup vacancies in the Company and its subsidiaries whenever they occur, and makes recommendations to the Boardof the concerned Company for approval.

The Committee also reviews the status of the Senior Management cadre of the Company and its subsidiariesand decides on measures, if any, that need to be taken to ensure retention and acquisition of talent at seniorlevel.

Composition:

The Committee has one Non - executive Director, namely, Mr. S. M. Datta, as Chairman and one ExecutiveDirector, namely Mr. S. K. Roy, Managing Director, as members.

The Committee held five meetings during the year.

9. BANKING COMMITTEE

The Banking Committee approves opening, operation and closing of bank accounts in respect of all the officesof the Company and sets up system and procedures for operation of such bank accounts. It oversees supervisionof the banking arrangements of the Company.

Composition:

The Committee is composed of two Executive Directors, namely, Mr. S. K. Roy, Managing Director, as Chairman,Mr. B. Lahiri, Deputy Managing Director and one Non - executive Director, namely Mr. Deepak Mukerjee(Independent Director), as members.

The Committee held four meetings during the year.

STATUTORY AUDITORS

In accordance with the provisions of section 139 of the Companies Act, 2013 read with Rule 4 of Companies (Auditand Auditors) Rules, 2014 framed thereunder, M/s Mukund M. Chitale & Co., Chartered Accountants, are eligible

for appointment as Statutory Auditors of the Company for a further period of three (3) years, having completed seven(7) years.

17


In terms of the above, M/s Mukund M. Chitale & Co. will retire at the ensuing Eighty Second Annual General Meetingand, being eligible, offer themselves for re-appointment. They have furnished the requisite certificate of their eligibilityfor re-appointment.

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEENMADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITSCOMMITTEES

Evaluation of the individual Directors and the Chairman of the Board, excluding Independent Directors, is made bythe Independent Directors. The minutes of meeting of Independent Directors on the evaluation process are circulatedto the Directors. Moreover, the Nomination and Remuneration Committee of the Company also evaluates theperformance of individual Directors based on certain specific parameters. In addition to the above, evaluation is madeby the Board of its own performance as well as of the statutory committees and individual directors. The Board hasadopted a questionnaire for evaluation purposes. The individual directors participate in the evaluation process andgive their feedback so that a considered view is taken.

PARTICULARS OF EMPLOYEES

Particulars of employees pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, are set out in the statement attached to this Report. (marked Annexure–‘D’).

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013

The Company has put in place an Anti Sexual Harassment Policy in compliance with the Sexual Harassment of Womenat Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has also been setup to redress complaints. All employees are covered under this Policy.

No complaint about sexual harassment has been made so far including the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that :

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accountingstandards 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 andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at 31st March, 2015 and of the profit of the Company for that year;

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

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

e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

AMENDMENT OF ARTICLES OF ASSOCIATION

The Articles of Association of the Company are proposed to be altered in line with the provisions of the CompaniesAct, 2013. Necessary proposals for the purpose are put to the shareholders for their approval.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The Company transferred a sum of Rs. 3.82 million during the year to the Investor Education and Protection Fundbeing Dividends paid during the year 2007 which remained unclaimed/unpaid in the Unpaid Dividend Account forseven years.

18


OTHER DISCLOSURES

The Managing Director and the Deputy Managing Director of the Company, who receive commission as part of theirremuneration, also receive remuneration by way of sitting fees and also commission, where paid, from the subsidiarycompanies of your Company where they are appointed as Non-Executive Directors.

Your Directors further state the following in respect of the year under review:

1. The Company does not have any deposits covered under Chapter V of the Act.

2. The Company did not issue equity shares with differential rights as to dividend, voting or otherwise.

3. The Company did not issue any shares (including sweat equity shares) to employees of the Company under any

scheme.

4. No significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concernstatus of the Company’s operations in future.

5. No case of fraud has been reported by the Auditors under sub-section (12) of Section 143 of the CompaniesAct, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

ACKNOWLEDGMENT

The Directors express their sincere appreciation to the valued shareholders, bankers, clients and employees for theirsupport.

For and on behalf of the Board

Susim Mukul Datta

Chairman

Place : KolkataDated : 27th June, 2015

Registered Office :

“PEERLESS BHAVAN”3, Esplanade EastKolkata-700 069

19


Annexure – A

Form No. MGT-9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31.03.2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : U66010WB1932PLC007490

ii) Registration Date : 25.10.1932

iii) Name of the company : The Peerless General Finance & Investment CompanyLimited

iv) Category/Sub-Category of the company : Company limited by shares/Indian Non-Government company

v) Address of the Registered : Peerless Bhavan,Office and contact details : 3, Esplanade East, Kolkata 700069

Tel: 03322483247, Fax : 91 3322485197E-mail: [email protected],Website: www.peerless.co.in

vi) Whether listed company : Yes /No

vii) Name, Address and contact details ofRegistrar & Transfer Agents, if any : Nil

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:-

Sl. No. Name and Description NIC Code of the % to total turnoverof main products/services Product/service of the company

1. Other Financial services, except 9971190 100investment banking, insuranceservices and pension services

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl. Name and address CIN/GLN Holding/ % of Applicable

No. of the Company Subsidiary/ shares SectionAssociate held

1. Peerless Financial Products U70109WB1987PLC042819 Subsidiary 100 2(87)(ii)Distribution Limited

2 Peerless Hospitex Hospital & U85110WB1989PLC046938 Subsidiary 91.93 2(87)(ii)Research Center Limited

3 Peerless Hotels Limited U55101WB1990PLC049988 Subsidiary 99.95 2(87)(ii)

4 Peerless Securities Limited U67120WB1995PLC067616 Subsidiary 97.54 2(87)(ii)

5 Peerless Trust Management U65990WB2009PLC134536 Subsidiary 99.97 2(87)(ii)Company Limited

6 Peerless Funds Management U65990WB2009PLC134537 Subsidiary 99.99 2(87)(ii)Company Limited

20


7 Peerless Financial Services Limited U65993WB1988PLC044077 Subsidiary 94.11 2(87)(ii)

8 Peerless Commodities Limited U74900WB2013PLC196191 Subsidiary 98.60* 2(87)(ii)

9 Bengal Peerless Housing U70101WB1994PLC063280 Associate 36.70 2(6)Development Company Limited

* held through a subsidiary viz., Peerless Securities Limited.

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

i) Category-wise Share Holding

Category of No. of Shares held at the beginning No. of Shares held at the end %Shareholders of the year of the year Change

duringthe year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

A. Promoters

(1) Indian

a) Individual/HUF NIL 1220139 1220139 36.80% NIL 1220139 1220139 36.80% NILb) Central Govt — — — — — — — — —c) State Govt(s) — — — — — — — — —d) Bodies Corp. NIL 1017861 1017861 30.70% NIL 1017861 1017861 30.70% NILe) Banks/FI — — — — — — — — —f) Any Other — — — — — — — — —

Sub-total (A)(1):- NIL 2238000 2238000 67.50% NIL 2238000 2238000 67.50% NIL

(2) Foreign NIL NIL NIL NIL NIL NIL NIL NIL NIL

a) NRIs - Individualsb) Other – Individualsc) Bodies Corp.d) Banks/FIe) Any Other

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

Totalshareholding ofPromoter (A)= NIL 2238000 2238000 67.50% NIL 2238000 2238000 67.50% NIL(A)(1)+(A)(2)

B. Public Shareholding

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

a) Mutual Fundsb) Banks/FIc) Central Govt

d) State Govt (s)e) Venture Capital Fundsf) Insurance Companiesg) FIIsh) Foreign Venture

Capital Fundsi) Others (specify)

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

21


Category of No. of Shares held at the beginning No. of Shares held at the end %Shareholders of the year of the year Change

duringthe year

Demat Physical Total % of Demat Physical Total % ofTotal Total

Shares Shares

2. Non- Institutions

a) Bodies Corp.i) Indian NIL 330720 330720 9.98% NIL 330720 330720 9.98% NILii) Overseas — — — — — — — — —

b) Individuals

i) Individualshareholders holdingnominal share capitalupto Rs. 1 lakh NIL 47512 47512 1.43% NIL 47512 47512 1.43% NIL

ii) Individualshareholders holdingnominal share capitalin excess of Rs 1lakh NIL 699352 699352 21.09% NIL 699352 699352 21.09% NIL

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

Sub-total (B)(2):- NIL 1077584 1077584 32.50% NIL 1077584 1077584 32.50% NIL

Total PublicShareholding (B)=(B)(1)+ (B)(2) NIL 1077584 1077584 32.50% NIL 1077584 1077584 32.50% NIL

C. Shares held byCustodian for GDRs& ADRs NIL NIL NIL NIL NIL NIL NIL NIL NIL

Grand Total(A+B+C) NIL 3315584 3315584 100% NIL 3315584 3315584 100% NIL

i) Category-wise Share Holding (contd.)

22


(ii) Shareholding of Promoters

Sl. Shareholder's Name Shareholding at the beginning Shareholding at the endNo. of the year of the year

No. of % of total % of No. of % of total % of % Change

Shares Shares Shares Shares Shares Shares in share

of the Pledged/ of the Pledged/ holding

Company encumbered Company encumbered during the

to total to total year

shares shares

1 Mr. Sunil Kanti Roy &

Mrs. Shikha Roy 742720 22.40% NIL 742720 22.40% NIL NIL

2 Mrs. Shikha Roy 81600 2.46% NIL 81600 2.46% NIL NIL

3 Mr. Jayanta Roy 324640 9.79% NIL 324640 9.79% NIL NIL

4 Mrs. Shikha Roy &

Miss Debasree Roy 3019 0.09% NIL 3019 0.09% NIL NIL

5 Miss Debasree Roy 33600 1.01% NIL 33600 1.01% NIL NIL

6 Miss Debasree Roy &

Mrs. Shikha Roy 34304 1.04% NIL 34304 1.04% NIL NIL

7 Mr. Tushar Kanti Roy 256 0.01% NIL 256 0.01% NIL NIL

8 Shikha Holdings Private Limited 630192 19.01% NIL 630192 19.01% NIL NIL

9 Bichitra Holdings Private Limited 327669 9.88% NIL 327669 9.88% NIL NIL

10 Kaizen Hotel & Resort Limited 60000 1.81% NIL 60000 1.81% NIL NIL

Total 2238000 67.50% NIL 2238000 67.50% NIL NIL

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) - NO CHANGE

Sl. Shareholding at the beginning Cumulative ShareholdingNo. of the year during the year

No. of % of total Shares No. of % of total Shares

Shares of the Company Shares of the Company

At the beginning of the year 2238000 67.50% 2238000 67.50%

Date wise Increase/Decrease in

Promoters Shareholding during

the year specifying the reasons

for increase/decrease (e.g.

allotment/transfer/bonus/sweat

equity etc): NIL NIL NIL NIL

At the End of the year 2238000 67.50% 2238000 67.50%

23


(iv)Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders ofGDRs and ADRs):


For Each of the Top 10 No. of % of total Shares No. of % of total Shares

Shareholders Shares of the Company Shares of the Company

At the begining of the year

1 Mr. Tuhin Kanti Ghosh 225920 6.81% 225920 6.81%

2 Poddar Projects Ltd. 218240 6.58% 218240 6.58%

3 R. L. Gaggar 179200 5.40% 179200 5.40%

4 Mr. Ajit Kumar Chatterjee 121600 3.67% 121600 3.67%

5 Bhagwati Developers Pvt. Ltd. 112480 3.39% 112480 3.39%

6 Ms. Kajal Chatterjee and

Mr. Kuntal Chatterjee 31360 0.95% 31360 0.95%

7 Mr. Arghya Kusum Chatterjee 25600 0.77% 25600 0.77%

8 Mrs. Gayatri Chatterjee &

Mr. Arupjyoti Chatterjee 6400 0.19% 6400 0.19%

9 Mrs. Jaba Sen &

Mr. Saugata Sen 6400 0.19% 6400 0.19%

10 Mr. Keshabji Vasanji Vithlani 6400 0.19% 6400 0.19%

Date wise Increase/Decrease in

Shareholding during the year

specifying the reasons for

increase/decrease (e.g. allotment/

transfer/bonus/sweat equity etc): NIL NIL NIL NIL

At the End of the year (or on the date of separation, if separated during the year)

1 Mr. Tuhin Kanti Ghosh 225920 6.81% 225920 6.81%

2 Poddar Projects Ltd. 218240 6.58% 218240 6.58%

3 R. L. Gaggar 179200 5.40% 179200 5.40%

4 Mr. Ajit Kumar Chatterjee 121600 3.67% 121600 3.67%

5 Bhagwati Developers Pvt. Ltd. 112480 3.39% 112480 3.39%

6 Ms. Kajal Chatterjee and

Mr. Kuntal Chatterjee 31360 0.95% 31360 0.95%

7 Mr. Arghya Kusum Chatterjee 25600 0.77% 25600 0.77%

8 Mrs. Gayatri Chatterjee &

Mr. Arupjyoti Chatterjee 6400 0.19% 6400 0.19%

9 Mrs. Jaba Sen &

Mr. Saugata Sen 6400 0.19% 6400 0.19%

10 Mr. Keshabji Vasanji Vithlani 6400 0.19% 6400 0.19%

24


(v) Shareholding of Directors and Key Managerial Personnel:


For Each of the Directors No. of % of total Shares No. of % of total Shares

and KMP Shares of the Company Shares of the Company

At the beginning of the year

1. Mr. Sunil Kanti Roy 742720 22.40% 742720 22.40%

2. Mr. Joyanta Roy 324640 9.79% 324640 9.79%

Date wise Increase/Decrease NIL NIL NIL NIL

in Shareholding during the

year specifying the reasons

for increase/decrease (e.g.

allotment/transfer/bonus/sweat

equity etc):

At the End of the year

1. Mr. Sunil Kanti Roy 742720 22.40% 742720 22.40%

2. Mr. Joyanta Roy 324640 9.79% 324640 9.79%

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at the beginning of

the financial year

i) Principal Amount — — 10048.00 10048.00

ii) Interest due but not paid — — 6473.56 6473.56

iii) Interest accrued but not due — — 87.87 87.87

Total (i+ii+iii) — — 16609.43 16609.43

Change in Indebtedness during

the financial year

• Addition — — 4.29 4.29

• Reduction — — (910.11) (910.11)

Net Change — — (905.82) (905.82)

Indebtedness at the end of the

financial year

i) Principal Amount — — 9406.61 9406.61

ii) Interest due but not paid — — 6296.97 6296.97

iii) Interest accrued but not due — — 0.03 0.03

Total (i+ii+iii) — — 15703.61 15703.61

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Rs. in Million)

25


Sl. Particulars of Remuneration Name of MD/WTD/ TotalNo. Manager Amount

Mr. S K Roy Mr. B Lahiri

1. Gross salary(a) Salary as per provisions contained in 9910000 6845000 16755000section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) 4477436 3047697 7525133Income-tax Act,1961

(c) Profits in lieu of salary under section 17(3) — — —Income- tax Act, 1961

2. Stock Option — — —

3. Sweat Equity — — —

4. Commission– as % of profit 20790000 7920000 28710000– others, specify — — —

5. Others, please specify — — —

Total (A) 35177436 17812697 52990133

Ceiling as per the Act 140032206

Note:

Remuneration pursuant to Section 197 of Companies Act, 2013 37139118 19092588

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

26


Sl. Particulars ofNo. Remuneration Name of Directors Total

Amount

P K D D A C S M J Roy P SChoudhury Mukerjee Basu Chakrabortti Datta Datta

1. Independent Directors

• Fee for attending board/ 240000 290000 — — — — — 530000committee meetings

• Commission 680625 680625 — — — — — 1361250

• Others, please specify — — — — — — — —

Total (1) 920625 970625 — — — — — 1891250

2. Other Non-Executive Directors

• Fee for attending board/ — — 90000 50000 290000 180000 60000 670000committee meetings

• Commission — — 475505 419564 928125 680625 236820 2740639

• Others, please specify — — — — — — — —

Total (2) — — 565505 469564 1218125 860625 296820 3410639

Total (B)=(1+2) 920625 970625 565505 469564 1218125 860625 296820 5301889

Total Managerial Remuneration — — — — — — — 58292022

Overall Ceiling as per the Act — — — — — — — 154035426

B. Remuneration to other directors:

Sl. Particulars of Remuneration Key Managerial PersonnelNo.

CEO Company CFO TotalSecretary

1. Gross salary(a) Salary as per provisions contained in — 1972249 3873444 5845693section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) — 131755 226710 358465Income-tax Act,1961

(c) Profits in lieu of salary under section 17(3) — — — —Income- tax Act, 1961

2. Stock Option — — — —

3. Sweat Equity — — — —

4. Commission– as % of profit — — — —– others, specify — — — —

5. Others, please specify — — — —

Total — 2104004 4100154 6204158

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

(Rs.)

(Rs.)

27


VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section Brief Details of Authority Appeal made,

of the Description Penalty/ [RD/ if any (giveCompanies Act Punishment/ NCLT/ Details)

Compounding COURT]fees imposed

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT





Susim Mukul DattaChairman


Registered Office :“PEERLESS BHAVAN”3, Esplanade EastKolkata-700 069

(Rs.)

28


Annexure – B

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31st March, 2015[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,M/s. Peerless General Finance & Investment Company LimitedPeerless Bhavan,3, Esplanade East,

Kolkata – 700 069

1. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherenceto good corporate practices by M/s. Peerless General Finance & Investment Company Limited (hereinafter called‘the Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluatingthe corporate conducts/statutory compliances and expressing our opinion thereon.

2. On the basis of verification of the secretarial compliance and on the basis of secretarial audit of Company’s books,papers, minute books, forms and returns filed and other records maintained by the company as shown to usduring the said audit and also based on the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, we hereby report that in our opinion and to the best ofour understanding, the Company has, during the audit period covering the financial year ended on 31st March,

2015, complied with the Secretarial compliance of the statutory provisions listed hereunder and we are also ofthe opinion that the Company has adequate Board-processes and compliance-mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:

3. We further report that compliance with applicable laws is the responsibility of the Company and our Reportconstitutes an independent opinion on the compliance of secretarial duties, board process and existence of a

compliance mechanism. Our report is neither an assurance for future viability of the company nor a confirmationof efficient management by the company.

4. We have examined the secretarial compliance based on the books, papers, minute books, forms and returns filedand other records maintained by M/s. Peerless General Finance & Investment Company Limited for the financialyear ended on 31st March, 2015 and as shown to us during our audit, according to the provisions of the following

laws:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The following law specifically applicable to the Company:

a) Reserve Bank of India Laws relating to Non-Banking Financial Companies/Residuary Non BankingCompany.

(iii) and Laws general applicable to the company.

To the best of our understanding we are of the view that during the period under review the Company has compliedwith the secretarial functions and board processes related to the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above in clause (i) and (ii). Further, we are of the view that the companyhas adequate compliance mechanism in respect of the laws generally applicable to the company, as referred inclause (iii) above.

29


5. We further report that,

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliance with the provisionsof the Act.

b) Adequate notice is given to all directors to schedule the board meetings, agenda and notes on agenda weresent at least seven days in advance and further information and clarifications on the agenda items are alsoprovide for meaningful participation at the meeting.

c) Majority decision is carried through while the dissenting members’ views are considered and that minutes ofthe meetings are duly made and maintained as record.

6. We further report that there are adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines, such as laws related to taxation, local laws applicable to the area of operation of business and otherlaws generally applicable to Company.

7. This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral

part of this report.

Place: KolkataDate: 08/05/2015

For, ANJAN KUMAR ROY & CO.Company Secretaries

ANJAN KUMAR ROYProprietorFCS No. 5684CP. No. 4557

30


‘Annexure A’

(To the Secretarial Audit Report of M/s. Peerless General Finance & InvestmentCompany Limited for the Financial Year ended 31/03/2015)

To,The Members,M/s. Peerless General Finance & Investment Company LimitedPeerless Bhavan,3, Esplanade East,Kolkata – 700 069

Our Secretarial Audit Report for the financial year ended 31/03/2015 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility isto express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were, to the best of our understanding, appropriate toobtain reasonable assurance about the correctness of the contents of the secretarial records. The verification wasdone on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processesand practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness, appropriateness or adequacy of financial records, Books of Accounts anddecisions taken in board and in committees of the Company, during the period under review. However, we haveverified as to whether or not the board process and approvals in various committees have been complied withor not, during the period under review.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. Our examination was limited to the verification of procedures on test basis to assessthe compliance of secretarial duties and board process.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacyor effectiveness with which the management has conducted the affairs of the Company.

Place: KolkataDate: 08/05/2015

For, ANJAN KUMAR ROY & CO.Company Secretaries

ANJAN KUMAR ROYProprietorFCS No. 5684CP. No. 4557

31


Annexure – C

1. A brief outline of the company’s CSR policy, including overview of projects or programs proposedto be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Peerless’ Corporate Social Responsibility Philosophy

Peerless, in its 80 long years of glorious existence, has been committed to the philosophy of ‘Bahujana Hitaya, BahujanaSukhayacha’ (‘Wellfare for Many and Happiness for Many’). As a natural consequence, the best interests of all ourstakeholders and compassion for the community at large, particularly the underprivileged segment, are the cornerstonesof Peerless’ Corporate Social Responsibility (“CSR”) Policy.

Peerless has always cared for the deprived segments of our society and extended generous help towards their upliftment.

Management’s vision

The Board of Directors and the Management of the Peerless Group are committed to assisting the underprivilegedand needy sections of society and to help building a sustainable way of living for them.

Areas covering Peerless’ CSR Initiatives

Based on Peerless’ philosophy and past practices, the following areas shall be covered under the Company’s CSRPolicy in accordance with Schedule VII of the Companies Act, 2013. As has been clarified in the General CircularNo.21/2014 dated 18th June, 2014 issued by Govt. of India, the entries in Schedule VII will be interpreted liberallyso as to capture the essence of the subjects enumerated in the said Schedule.

i) Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitationand making available safe drinking water.

ii) Promoting education, including special education and employment enhancing vocational skills especially amongchildren, women, the elderly, and the differently- abled, and livelihood enhancement projects.

iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, settingup old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalitiesfaced by socially and economically backward groups.

iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare,agroforestry, conservation of natural resources and maintaining quality of soil, air and water.

v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importanceand works of art; setting up public libraries, promotion and development of traditional arts and handicrafts.

vi) Measures for the benefit of armed forces veterans, war widows and their dependents.

vii) Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports.

viii) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Governmentfor socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, otherbackward classes, minorities and women.

ix) Contributions or funds provided to technology incubators located within academic institutions which are approvedby the Central Government.

x) Rural development projects.

xi) Slum area development.

Website of the Company : www.peerless.co.in

2. The Composition of the CSR Committee.

The Corporate Social Responsibility Committee comprised two Non–executive Directors, namely, Mr. P. K.Choudhury (Independent Director) as Chairman, Mr. Deepak Mukerjee, Independent Director and, two ExecutiveDirectors, namely Mr. S. K. Roy, Managing Director and Mr. B. Lahiri, Deputy Managing Director, as members.

3. Average net profit of the company for last three financial years – Rs. 1568.70 million

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) – Rs. 31.40 million

32


5. Details of CSR spent during the financial year :

(a) Total amount to be spent for the financial year – Rs. 31.40 million

(b) Amount unspent, if any – Rs. 25.86 million

(c) Manner in which the amount spent during the financial year is detailed below :

Sl. CSR Sector in Projects or Amount Amount Cumulative AmountNo. project or which the Programmes outlay spent on expenditure spent :

activity Project is (1) Local area (budget) the upto the Directoridentified covered or other project or projects or reporting through

(2) Specify the programs programs period implemen-State and wise Sub-heads: (Rs.) ting agencydistrict (Rs.) 1. Directwhere expenditureprojects or on projectsprograms or programswas 2. Overheadsundertaken

Financialassistance forflood reliefwork atJammu &Kashmir andorganizingmedicalcamp duringAmarnathYatra

Financialassistance forrunningcharitabledispensary

Financialassistance fororganizingmedical anddental camp

Financialassistance forprovidinggarments topoorchildren

Financialassistance forprovidinggarments topoor villagechildren

Schedule VII,item (i)





Jammu &Kashmir;Udhampur,ChhambSector,SurajchakChhatani,Chandanwadi,Pahelgaum

West Bengal;Bankura

West Bengal;Bankura

West Bengal;Bankura

West Bengal;Hooghly

7,00,000/-

18,000/-

30,000/-

30,000/-

20,000/-

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

BharatSevashramSangha,Kolkata

HijaldihaVivekanandaSeva Samity,Hijaldiha

Sri SaradaMath, Shihore

Sri SaradaMath, Shihore

RamkrishnaSaradaMission,Dakshineshwar

1

2

3

4

5

7,00,000/-

18,000/-

30,000/-

30,000/-

20,000/-

33


Financialassistance forprovidinggarments,blankets topoor people& freemedical camp

Financialassistance forinstallingvariousequipmentsin Cath Labof hospital

Financialassistance formaintenanceof agricultureand animalhusbandryproject forthe ruralblind youth

Financialassistance forconstructionof hall forprimaryschool,orphanage,VocationalTraining &CharitableDispensary

Financialassistance forprovidinglearningmaterial topoor,unprivileged& tribalstudents

Financialassistance foreducation ofneedymeritoriousstudents

Financialassistance foreducationalhelp for 26poor and



Schedule VII,item (ii)





West Bengal;Kolkata

West Bengal;Kolkata

West Bengal;Kolkata

West Bengal;Kakdwip

West Bengal;WestMidnapore,Birbhum,Purulia etc.

West Bengal;Midnapore

West Bengal;Bankura

1,00,000/-

10,00,000/-

7,20,000/-

3,00,000/-

3,00,000/-

14,400/-

60,000/-

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

DakshinKalikata Krira-O-SanskritiParishad,Kolkata

RamkrishnaMission SevaPratishthan,Kolkata

RamkrishnaMission BlindBoys’Academy,Narendrapur

BharatSevashramSangha,Kakdwip

Dibyayan YogaResearchCentre, Kolkata

Sarada KalyanBhandar,Midnapore

RamkrishnaMissionAshrama,Ramharipur

6

7

8

9

10

11

12

1,00,000/-

10,00,000/-

7,20,000/-

3,00,000/-

3,00,000/-

14,400/-

60,000/-

34


meritoriousstudents ofclass VIII toXII of thelocal village

Financialassistance forsmoothrunning ofcomputertraininginstitute at aremote villagefor impartingfree of costcomputerknowledge topoor and SCcollegestudents

Financialassistance forinstallation ofequipment atlaboratory ofGirl’s section

Financialassistance forfood,education,hostelexpenses oforphan boysand girls

Financialassistance toeconomicallybackward buteducationallybrilliantstudents

Financialassistance forrunningschool, hostelaccommodatingtribal orphanstudents

Financialassistance forconstructionof buildingfor hostelaccommodationof orphanboys

RamkrishnaMissionAshrama,Kothar

RamkrishnaMission SaradaSevashrama,Joyrambati

DakshineshwarRamkrishnaSangha,Adyapeath

AashwasBehala,Kolkata

BharatSevashramSangha, Suri

DakshineshwarRamkrishnaSangha,Adyapeath

13

14

15

16

17

18

Orissa;Bhadrak

West Bengal;Bankura

West Bengal;Kolkata

West Bengal;Kolkata

West Bengal;Birbhum

West Bengal;Kolkata





Schedule VII,item (iii)

Schedule VII,item (iii)

1,20,000/-

10,00,000/-

1,20,000/-

50,000/-

90,000/-

1,00,000/-

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

1,20,000/-

10,00,000/-

1,20,000/-

50,000/-

90,000/-

1,00,000/-

35


Financialassistance forrunningallopathyandhomeopathydispensariesfor service tobackwardpeople inremotevillages

Financialassistance forrunningcharitabledispensaries







Financialassistance formaintenanceof poor girlsin orphanage

BharatSevashramSangha,Gangasagar

BharatSevashramSangha,Puskar

BharatSevashramSangha,Varanasi

BharatSevashramSangha,Bengaluru

BharatSevashramSangha,Kanyakumari

BharatSevashramSangha,Minjur

BharatSevashramSangha,Rameswaram

BharatSevashramSangha,Thiruvanantha-puram

Pranab KanyaSangha,Madhyamgram









Schedule VII ,item (iii)

West Bengal;South 24Parganas

Rajasthan;Ajmer

UttarPradesh;Varanasi

Karnataka;Bengaluru

Tamil Nadu;Kanyakumari

Tamil Nadu;Chennai

Tamil Nadu;Rameswaram

Kerala;

Thiruvanan-

thapuram

West Bengal;Kolkata

1,20,000/-

1,20,000/-

90,000/-

60,000/-

60,000/-

1,20,000/-

60,000/-

1,20,000/-

20,000/-

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

Directexpenditure

19

20

21

22

23

24

25

26

27

1,20,000/-

1,20,000/-

90,000/-

60,000/-

60,000/-

1,20,000/-

60,000/-

1,20,000/-

20,000/-

36


6. In case the company has failed to spend the two per cent of the average net profit of the last threefinancial years or any part thereof, the company shall provide the reasons for not spending the amountin its Board report.

The Company could spend Rs. 5.54 million during the year 2014-15 on CSR activities. Since the process of CSRactivities could be commenced in the third quarter of the year under review and that the Company did not receiveappropriate proposals for CSR activities, the entire amount could not be spent.

7. In the opinion of the CSR Committee, the implementation and monitoring of CSR Policy are in compliance withCSR objectives and Policy of the Company.

Place: KolkataDate: 27th June 2015

Sd/- Sd/-

(S. K. Roy) (P. K. Choudhury)Managing Director Chairman, CSR Committee

Registered Office:“Peerless Bhavan”3, Esplanade East,Kolkata – 700 069.

37


ANNEXURE TO THE DIRECTORS’ REPORT

Information as per Sub-Rule (2) of Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and forming part of the Directors' Report for the Financial year ended31st March, 2015

Name Age Designation Gross Qualifications Experience Date of Last(Years) Remuneration (Years) Commencement Employment/

(Rs.) of Employment Post Held

1 2 3 4 5 6 7 8

A. Employed throughout the financial year and in receipt of remuneration aggregating Rs. 60,00,000/- or moreper annum

1. Roy Sunil Kanti 69 Managing 3,71,39,118 B.Com. 46 04.12.1968 Not applicable.Director

2. Lahiri Bhargab 73 Dy. Managing 1,90,92,588 B.A., LL.B. 46 01.01.2001 Not applicable.Director (Professional)

B. Employed for a part of the financial year and in receipt of remuneration aggregating Rs. 5,00,000/- or more per month :

None

Notes : 1. Gross remuneration comprises salary and allowances, Company's contribution to provident, superannuation and gratuity funds, monetary valueof perquisites. With respect to the Directors, such remuneration also includes commission and sitting fees.

2. All appointments are contractual and subject to the rules and regulations of the Company for the time being in force.

3. Shri Sunil Kanti Roy is a relative of Shri Jayanta Roy, Director. Save as aforesaid, none of the above employees is a relative of any Director ofthe Company.


Susim Mukul DattaChairman


Registered Office :“PEERLESS BHAVAN”3, Esplanade EastKolkata-700 069

Annexure – D

38


BALANCE SHEETAS AT 31ST MARCH, 2015 (Rs. in Million)

Particulars Note No. Figures as at Figures as at31.03.2015 31.03.2014

I EQUITY AND LIABILITIES

(1) Shareholders' Funds(a) Share Capital 2 331.56 331.56(b) Reserves and Surplus 3 16,081.49 15,390.82

(2) Share Application Money Pending Allotment — —

(3) Non-Current Liabilities(a) Deposit from Public 4 0.09 0.10(b) Deferred Tax Liabilities (Net) 34 10.52 56.76(c) Other Long Term Liabilities 5 10.72 6.41(d) Long-Term Provisions 6 109.61 88.48

(4) Current Liabilities(a) Deposit from Public 4 15,703.52 16,609.33(b) Trade Payables 7 7.61 7.66(c) Other Current Liabilities 8 359.13 507.58(d) Short-Term Provisions 9 242.11 213.53

TOTAL 32,856.36 33,212.23

II ASSETS(1) Non-Current Assets

(a) Fixed Assets 10(i) Tangible Assets 561.24 699.02(ii) Intangible Assets 1.66 1.29(iii) Capital Work in Progress 45.85 46.73

(b) Non-Current Investments 11 16,098.08 18,538.29(c) Long-Term Loans and Advances 12 484.12 495.30(d) Other Non-Current Assets 13 89.58 97.30

(2) Current Assets(a) Current Investments 11 14,662.20 12,453.48(b) Inventories 14 98.13 30.13(c) Cash and Cash Equivalents 15 245.50 317.51(d) Short-term Loans and Advances 16 59.56 72.29(e) Other Current Assets 17 510.44 460.89

TOTAL 32,856.36 33,212.23

The Notes to Account forms integral part of Financial Statements 1 to 44


Susim Mukul Datta ChairmanSunil Kanti Roy Managing DirectorBhargab Lahiri Dy. Managing DirectorDeepak Mukerjee Director

As per our Report of even date

For MUKUND M CHITALE & CO.Chartered AccountantsFirm Reg. No. 106655W

(M. M. Chitale)PartnerM. No. 14054KolkataDated : 27th June, 2015.

Samar BhattacharyyaChief Financial Officer

K. BalasubramanianCompany Secretary

39


STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH, 2015

(Rs. in Million)

Particulars Note No. For the year ended

31.03.2015 31.03.2014

I Revenue from Operations 18 2,454.80 2,435.22

II Other Income 19 223.29 311.59

III Total Revenue (I+II) 2,678.09 2,746.81

IV Expenses

Interest to Certificateholders 4.29 64.50

Employee Benefits Expense 20 574.46 507.53

Finance Costs 21 1.78 13.55

Provision for Doubtful Debts and Receivables/Investments 22 58.38 25.19

Amortisation of premium - Govt.Securities/Bonds/Debentures 31.38 41.87

Depreciation and Amortisation 23 53.00 38.10

Other Expenses 24 482.24 569.82

Total Expenses 1,205.53 1,260.56

V Profit before Prior Period Adjustments and tax (III-IV) 1,472.56 1,486.25

VI Prior Period Adjustments (1.10) (0.87)

VII Profit before tax (V+VI) 1,471.46 1,485.38

VIII Tax Expenses

(I) Current Tax 370.00 430.00

(II) Tax of Earlier Years 10.00 —

(III) Deferred Tax (15.17) 11.78

364.83 441.78

IX Profit for the year from continuing operationscarried forward to Balance Sheet (VII-VIII) 1,106.63 1,043.60

Basic & Diluted Earnings per Equity Share in Rs. 333.77 314.76(Face Value of Rs. 100/- per Equity Share)









40


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015(Rs. in Million)

PARTICULARS For the year ended For the year ended

CASH FLOW FROM OPERATING ACTIVITIES 31.03.2015 31.03.2014

Net Profit Before Taxation 1,471.46 1,485.38Adjustments for :Interest to Certificateholders 4.29 64.50Depreciation & Amortisation 53.00 38.10Provision for Diminution in Value of Investment 58.34 25.02Provision for Doubtful Debts and Receivables 0.04 0.17Amortisation of Premium - Government Securities/Bonds/Debentures 31.38 41.87Prior Period Adjustments 1.10 0.87Profit on Sale of Fixed Assets (3.27) (72.26)(Profit)/Loss on Sale of Investments (166.37) (54.15)Interest (2,110.40) (2,236.59)Dividend (181.95) (153.63)Advances/Branch & Other Office Adjustments Written Off 1.91 0.20Provisions/Liability no longer required written back (34.02) (2,345.95) (18.74) (2,364.64)

OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES (874.49) (879.26)

Adjustments for :Increase/(Decrease) in Deposits from Public (911.21) (1,827.72)(Increase)/Decrease in Current & Non-Current Assets 12.98 (127.01)(Increase)/Decrease in Inventories (68.00) (30.13)Increase/(Decrease) in Current & Non-Current Liabilities (113.01) (1,079.24) 153.37 (1,831.49)

CASH (UTILISED IN)/GENERATED FROM OPERATIONS (1,953.73) (2,710.75)

Direct Tax Refund/(Paid) (376.82) (413.00)Interest received 2,071.39 2,237.29Dividend received 183.61 1,878.18 153.51 1,977.80

NET CASH (USED IN)/GENERATED FROM OPERATING ACTIVITIES (A) (75.55) (732.95)

CASH FLOW FROM INVESTING ACTIVITIES

Sale of Fixed Assets 0.86 86.09Purchase of Fixed Assets (8.16) (47.98)Investments (Net) : Long-Term (389.08) (964.33)

Current 718.19 1,960.37

NET CASH (USED IN)/GENERATED FROM INVESTING ACTIVITIES (B) 321.81 1,034.15

CASH FLOW FROM FINANCING ACTIVITIESDividend paid (269.62) (254.16)Tax on Dividend (48.65) (39.39)NET CASH (USED IN)/GENERATED FROM FINANCING ACTIVITIES (C) (318.27) (293.55)

NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS (A+B+C) (72.01) 7.65

CASH AND CASH EQUIVALENTS (OPENING BALANCE) 317.51 309.86

CASH AND CASH EQUIVALENTS (CLOSING BALANCE) - NOTE 1 245.50 317.51

NOTE 1 : CASH AND CASH EQUIVALENTS COMPRISE :Cash in hand 1.62 1.76Cheques/Demand Drafts in hand 0.05 2.72Stamps in Hand 0.19 0.67Bank Balance with Scheduled bank in Current Accounts & Unpaid Dividend Accounts 243.64 312.36

CLOSING CASH AND CASH EQUIVALENTS 245.50 317.51

The Notes on Accounts forms integral part of Cash Flow Statement 1 to 44








41


NOTES ON ACCOUNTS

NOTE – 1: SIGNIFICANT ACCOUNTING POLICIES

The Financial Statements are prepared under the historical cost convention, on the accrual basis of accounting andin accordance with generally accepted accounting principles (‘GAAP’) prevalent in India and the mandatory AccountingStandards specified under section 133 of the Act, read with rule 7 of the Companies (Account) Rules, 2014 as adoptedconsistently by the company and the provisions of the Companies Act 2013 (to the extent notified and applicable).

The Company has classified all its assets/liabilities into current/non-current portion based on the time frame of 12 monthsfrom the date of Financial Statements. Accordingly, assets/liabilities expected to be realized/settled within 12 monthsfrom the date of financial statements are classified as current and other assets/liabilities are classified as non-current.

The understated significant accounting policies have been followed by the Company consistently unless specifically statedotherwise.

a. Financial Statements have been prepared on historical cost basis other than revalued assets and on the principleof a going concern. All expenses and income unless stated otherwise have been accounted for on accrual basis.

b. The preparation of the financial statements in conformity with generally accepted accounting principles requiresmanagement to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenuesand expenses and disclosure of contingent liabilities on the date of the financial statements. Actual results maydiffer from those estimates and are given effect to as and when determined.

c. All amounts received from Certificate-holders including renewal subscription, other than Processing and maintenancecharges as allowed by Reserve Bank of India (RBI), which were credited to income, are accounted for as Depositfrom Public along with interest thereon as accrued from year to year, so as to meet the obligations to the Certificate-holders on or before maturity in terms of the schemes and/or the directions issued by RBI in this respect. Repaymentsto Certificate-holders are reduced therefrom.

d. (i) Commission, Incentive, Bonus to the field force is provided as payable in terms of the circulars issued by theCompany from time to time. Amounts not considered payable and/or not claimed for a considerable periodare written back.

(ii) Interest to certificate-holders is provided at the rates or amounts determined in terms of contract entered intowith Certificate-holders depending upon the status of the respective certificates i.e. continued or discontinuedas at the year end in terms of approval received from RBI and is added to and shown as Deposit from Public.Interest to certificate-holders on unidentified subscription deposit has been provided for at the contractual rate/minimum rate prescribed by RBI.

e. Long-term investments are carried at cost less provisions for diminution there against other than temporary, asdetermined by the management. Current investments, (determined in accordance with AS-13) other than mutualfund units and investments held as stock-in-trade are carried at the lower of cost or fair/ realizable value. Mutualfunds are valued at Net Asset Value. In respect of the bonds held as investments, which are unquoted or the marketvalue of which are not available, realisable value has been determined considering 'yield to maturity' as prescribedby RBI in case of commercial banks. Excess of cost over redemption value of long-term securities is amortised overthe period of maturity of the respective securities.

f. Provision/write off against loans and advances and investments are made as per the RBI guidelines applicable tothe Company, unless a higher provision is considered appropriate by the management. In case of secured loans,the provision against the same is made by considering the value of securities as per agreement and other relevantdocuments and or information available in this respect.

g. Income on account of interest and dividends to the extent considered realisable has been accounted for on accrualbasis. Income in cases where possibility of recovery has been considered to be remote, including on non-performingassets as determined as per Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions, 2007, as amended has been accounted for to the extent realised/since realised.

42


h. In case of Real Estate Projects revenue is recognised applying percentage completion method on transfer of allsignificant risk and rewards of ownership to the buyers on sufficient assurance of there being no significant uncertaintyregarding the amount of consideration thereof and ultimate collection there against. As per percentage completionmethod, the revenue is recognised in proportion to the cost incurred in respect of project under execution subjectto necessary approvals for commencement of project being in place.

Estimated costs for applying the percentage completion method is revised from time to time based on current costsand other information available and consequential adjustments are given effect to on such revisions. Losses if anyforeseeable against any contracts are fully provided for as and when ascertained.

Inventories, consisting of Project Work in Progress are valued at cost or net realizable value whichever is lower.

i. Income in respect of Commercial Papers and Certificate of Deposits etc. which are redeemable at face value onmaturity, is accrued on a year to year basis so that the cost of investment along with the income so accrued,is equal to the amount receivable on redemption on maturity date.

j. Fixed assets are stated at cost of acquisition or construction or at revalued amounts less depreciation. Depreciationon Fixed Assets has been provided on pro-rata basis from the date of addition based on useful life as specifiedin Schedule II of the Companies Act, 2013 as follows:

a) Furniture & Fixtures and Office Appliances (excluding Computers) – SLM Basis

b) All Other Fixed Assets – WDV Basis.

Intangible Assets have been amortised on straight line basis over a period of 3 years.

k. Fixed assets are reviewed on each balance sheet date for impairment. In case events and circumstances indicateany impairment, recoverable amount of fixed assets is determined and impairment loss is recognized. The impairmentloss is reversed if there has been change in the recoverable amount and such loss either no longer exists or hasdecreased.

l. Earning per equity share (basic/diluted) is arrived at based on net profit after taxation attributable to equityshareholders to the basic/weighted average number of equity shares.

m. Provision for Tax is made for current and deferred taxes. Current Tax is provided on the taxable income using theapplicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing differences, whichare capable of reversal in subsequent periods are recognized using tax rates and tax laws, which have been enactedor substantively enacted. Deferred tax assets are recognized only to the extent that there is a reasonable certaintythat sufficient future taxable income will be available against which such deferred tax assets will be realized. Incase of carry forward unabsorbed depreciation and tax losses, deferred tax assets are recognized only if there is“virtual certainty” that such deferred tax assets can be realized against future taxable profits.

n. Employee benefits are accrued in the year services are rendered by the employees.

Contribution to defined contribution schemes such as Provident Fund, Superannuation Fund etc. are recognizedas and when incurred.

Long-term employee benefits such as contribution to gratuity, leave etc. are determined at close of the year atpresent value of the amount payable using actuarial valuation techniques.

Actuarial gain and losses are recognized in the year when they arise.

o. Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligationas a result of past events, it is probable that there will be an outflow of resources and a reliable estimate canbe made of the amount of the obligation. These are reviewed at each balance sheet date and adjusted to reflectthe current best estimate. Contingent Assets are neither recognized nor disclosed in the financial statements.Contingent liabilities are not provided for and are disclosed by way of notes.

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS (Contd.)

43


As at 31.03.2015 As at 31.03.2014

No. of Shares Rs. in Million No. of Shares Rs. in Million

a) Movement of Share Capital:

No. of Shares Outstanding as at01.04.2014/01.04.2013 33,15,584 331.56 33,15,584 331.56

New Shares issued during the year — — — —

No. of Shares Outstandingas at 31.03.2015/31.03.2014 33,15,584 331.56 33,15,584 331.56

As at 31.03.2015 As at 31.03.2014

Sl. No. Name of the Shareholder No. of % of No. of % ofShares Held Shareholding Shares Held Shareholding

1 Mr. Sunil Kanti Roy & Mrs. Shikha Roy 742,720 22.40% 742,720 22.40%2 Mr. Jayanta Roy 324,640 9.79% 324,640 9.79%3 Shikha Holdings Private Limited 630,192 19.01% 630,192 19.01%4 Bichitra Holdings Private Limited 327,669 9.88% 327,669 9.88%5 Poddar Projects Limited 218,240 6.58% 218,240 6.58%6 Mr. R. L. Gaggar 179,200 5.40% 179,200 5.40%7 Mr. Tuhin Kanti Ghosh 225,920 6.81% 225,920 6.81%

TOTAL 2,648,581 79.87% 2,648,581 79.87%

c) Rights, Preferences & Restrictions attached to Shares:

Equity Shares - The Company has one class of equity shares having a par value of Rs. 100 per share. Each shareholderis eligible for one vote per share held. The Dividend proposed by Board of Directors is subject to approval of shareholdersin the ensuing Annual General Meeting. .

NOTES ON ACCOUNTS (Contd.)

(Rs. in Million)

31.03.2015 31.03.2014

NOTE - 2 : SHARE CAPITAL

Authorised Capital35,00,000 Equity Shares of Rs. 100/- each 350.00 350.00

350.00 350.00

Issued, Subscribed & Called up Capital33,15,584 Equity Shares of Rs. 100/- each fully paid up 331.56 331.56

TOTAL 331.56 331.56

b) Disclosure with respect to Shareholding in excess of 5%:

44


(Rs. in Million)

31.03.2015 31.03.2014NOTE - 3 : RESERVES & SURPLUS

(A) Capital Reserve 0.18 0.18

(B) Revaluation Reserve as at 01.04.14/01.04.13 17.68 18.61Less : Transfer to Statement of Profit & Loss [Note 23] 0.63 0.93Less : Transfer to Surplus in Statement of Profit & Loss - [Note 42] 5.13 —

11.92 17.68

(C) Capital Redemption Reserve 0.02 0.02

(D) Special Reserve**Opening Balance as at 01.04.14/01.04.13 4,558.34 4,348.34Add: Transfer from Surplus in Statement of Profit & Loss 225.00 210.00

4,783.34 4,558.34

(E) General ReserveOpening Balance as at 01.04.14/01.04.13 5,900.00 5,650.00Add: Transfer from Surplus in Statement of Profit & Loss 250.00 250.00

6,150.00 5,900.00

(F) Surplus in Statement of Profit & LossOpening Balance as at 01.04.14/01.04.13 4,914.60 4,638.60Add: Profit After Tax for the Year 1,106.63 1,043.60Add: Transfer From Revaluation Reserve - (Note 42) 5.13 —

Less :Adjustment relating to Fixed Assets (net of Deferred Tax) - (Note 42) 60.33 —Transfer to Special Reserve 225.00 210.00Interim Dividend [Rs. 35 per share (Prev. Year Rs. 30 per share)] 116.04 99.47Dividend Distribution Tax on Interim Dividend 23.20 16.90Proposed Final Dividend [Rs. 55 per share (Prev. Year Rs. 50 per share)] 182.36 165.78Dividend Distribution Tax on Proposed Final Dividend 33.40 25.45Transfer to General Reserve 250.00 250.00

5,136.03 4,914.60

TOTAL OF (A) TO (F) 16,081.49 15,390.82

** Created in accordance with provisions of Section 45-IC of The Reserve Bank of India Act, 1934.


45


(Rs. in Million)31.03.2015 31.03.2014

NOTE - 4 : DEPOSIT FROM PUBLIC

4.1 Deposit From Public

Closing Liability as at year ended 31.03.2015/31.03.2014* 15,703.61 16,609.43

* includes liability on account of Unpaid/Unclaimed certificates [also including liability for Returned Money Orders,Stale Cheques and Unidentified Subscription Deposit] Rs. 15,703.52 million (Previous Year Rs. 16,301.46million)

BREAKUP OF DEPOSIT LIABILITY

NON- CURRENT PORTION 0.09 0.10CURRENT PORTION 15,703.52 16,609.33

TOTAL 15,703.61 16,609.43

4.2 The Closing Deposit Liability of Rs. 15,703.61 million (P.Y. 16,609.43 million), includes liability in respect ofUnclaimed/Unpaid Certificates of Rs. 491.95 million (P.Y. 491.95 million) which has been ascertained on thebasis of details received from branches or as certified by Independent Firm of Chartered Accountants. The saidamount is after considering reinvestment /payments during the intervening period which has been considered asprovided by management.

Further the liability in respect of Unclaimed/Unpaid Certificates [also including liability for Returned MoneyOrders, Stale Cheques and Unidentified Subscription Deposit] includes Rs. 99.21 million (Previous PeriodRs. 99.34 million) for which certain particulars are not available.

4.3 Based on exercise of reconciliation of unclaimed/unpaid certificates, carried out by the management during theyear ended 31.03.2015, Rs. 1.10 million [debit] (Prev. Year Rs. 0.87 million [debit]) were ascertained andaccordingly has been debited in the Statement of Profit and Loss as Prior Period Adjustments.

(Rs. in Million)31.03.2015 31.03.2014

NOTE - 6 : LONG-TERM PROVISIONS

Provision for Standard Assets 0.60 0.60Provision for Employee Benefits –

Gratuity & Leave Encashment 109.01 87.88

TOTAL 109.61 88.48

(Rs. in Million)31.03.2015 31.03.2014

NOTE - 5 : OTHER LONG-TERM LIABILITIES

Security Deposit* 10.72 6.41

TOTAL 10.72 6.41

* Includes an amount of Rs. 0.51 million [Previous Year Rs. 0.51 million]due to related party


46



(Rs. in Million)31.03.2015 31.03.2014

NOTE - 7 : TRADE PAYABLES

Agent's Commission 7.61 7.66

TOTAL 7.61 7.66

(Rs. in Million)31.03.2015 31.03.2014

NOTE - 8 : OTHER CURRENT LIABILITIES

Advance against Sale of Right to Property - Investments 69.18 159.10Advance against Sale of Flats - Construction Project 28.85 6.62Income Received in Advance * 59.67 77.96Unclaimed/Unpaid Dividends # 75.93 63.72Security/Other Deposits 10.17 11.06Statutory Liabilities 10.98 9.42

Book Overdraft — 57.39Liability for Expenses

Due to Micro, Small and Medium Enterprises 0.01 0.24Others @ 88.92 104.95

Branch and Other Office Adjustments (Net) 0.26 0.01Other Liabilities $ 15.16 17.11

TOTAL 359.13 507.58

* Also includes amount of Rs. 1.72 million (Previous Year Rs. 1.72 million) due to related parties.

@ Also includes amount of Rs. 29.93 million (Previous Year Rs. 29.07 million) due to related parties.

$ Also includes amount of Rs. 2.06 million (Previous Year Rs. 0.01 million) due to related parties.

# There are no amounts due for payment to the Investor Education & Protection Fund on account of Unclaimed Dividendunder Section 205C of the Companies Act, 1956 [Section 125 of the Companies Act, 2013] as at the year end.

(Rs. in Million)

31.03.2015 31.03.2014NOTE - 9 : SHORT-TERM PROVISIONS

Provision for Employee Benefits -Gratuity & Leave Encashment 25.95 21.90

Provision for Standard Assets 0.40 0.40Proposed Final Dividend 182.36 165.78Dividend Distribution Tax 33.40 25.45

TOTAL 242.11 213.53

47


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48



NOTE - 11 : INVESTMENTS – CURRENT AND NON-CURRENT INVESTMENTS

As at As at31March,15 31 March,14(Rs. in Million) (Rs. in Million)

(A) INVESTMENTS – CURRENT* :I] Investment in Fixed Deposits 5,780.96 6,190.23

II] Investment in Mutual Funds 2,711.57 2,029.02III] Investment in Gold ETF 43.34 43.34IV] Investment in E-Silver 16.12 38.67V] Investment in Shares - Other than Subsidiaries 185.08 162.94

VI] Investment in Debentures - Other than Subsidiaries 851.68 800.52VII] Investment in Bonds 2,086.96 1,017.36

VIII] Investment in Government Securities 3,000.70 2,165.22IX] Investment in Right to Property 301.22 427.00X] Investment in Debentures - Subsidiary Company 176.20 —

15,153.83 12,874.30Less: Provision for Diminution in Value of Investments 491.63 420.82

TOTAL 14,662.20 12,453.48

(B) INVESTMENTS – NON-CURRENT*I] Investment in Fixed Deposits 4,174.23 4,959.73

II] Investment in Mutual Funds 160.00 90.00III] Investment in Shares - Other than Subsidiaries 564.71 610.73IV] Investment in Debentures - Other than Subsidiaries 1,249.32 1,003.06V] Investment in Bonds 6,053.60 6,383.64

VI] Investment in Government Securities 1,229.50 3,021.65VII] Investment in Shares - Subsidiary Companies 2,811.20 2,471.20

VIII] Investment in Shares - Joint Venture Company 6.63 6.63IX] Investment in Debentures - Subsidiary Company 100.00 276.20

16,349.19 18,822.84Less: Provision for Diminution in Value of Investments 251.11 284.55

TOTAL 16,098.08 18,538.29

GRAND TOTAL 30,760.28 30,991.77

* Classification as per Schedule III requirements.Book Value Market Value

(Net of Provisions)(Rs. In Million) (Rs. In Million)

Aggregate Quoted Investments 620.44 628.94Previous Year 686.16 549.76

Aggregate of Investments listed but not quoted 14,187.11Previous Year 14,106.81

Aggregate of Unquoted Investments 15,952.73Previous Year 16,198.80

Current Year Total 30,760.28

Previous Year Total 30,991.77

49


(I) - (A) INVESTMENT IN FIXED DEPOSITS

— CURRENT

— INVESTMENTS - TRADE

Description Face Value Book Value Face Value Book Value

31.03.2015 31.03.2015 31.03.2014 31.03.2014(Rs.in Million) (Rs.in Million) (Rs.in Million) (Rs.in Million)

Fixed Deposits with Scheduled Banks # $ 5,157.72 2,790.05Fixed Deposits with Public Financial Institutions — 705.99Fixed Deposits with NBFC's - HDFC Ltd 623.24 2,694.19

TOTAL (I) (A) 5,780.96 6,190.23

(I) - (B) INVESTMENT IN FIXED DEPOSITS

— NON-CURRENT


Description Face Value Book Value Face Value Book Value

31.03.2015 31.03.2015 31.03.2014 31.03.2014(Rs.in Million) (Rs.in Million) (Rs.in Million) (Rs.in Million)

Fixed Deposits with Scheduled Banks * # $ 2,679.10 3,781.44Fixed Deposits with NBFC's - HDFC Ltd &Mahindra & Mahindra Financial Services Ltd 1,495.13 1,178.29

TOTAL (I) (B) 4,174.23 4,959.73

$ Includes Rs. 7781.84 millions (Prev. Year Rs. Nil million) earmarked under an escrow account as security amounttowards repayment of Liability towards depositors. [Note 25]

* Also includes amount Rs.3.51 millions (Prev. Year. Rs. 3.51 millions) invested as per the order of Hon'ble High Courtof Calcutta. [Refer Note No. 28].

# Also includes fixed deposits amounting to Rs. 0.87 millions (Prev. Year Rs. 4.81 million) which have been kept asmargin money for Bank Guarantee availed from Bank.

NOTE - 11 (Contd.)


50


(II) (A) INVESTMENTS IN MUTUAL FUNDS (UNQUOTED)

— CURRENT


Description No. of Units Book Value No. of Units Book Value

31.03.2015 31.03.2015 31.03.2014 31.03.2014(Rs.in Million) (Rs.in Million)

Birla Sun Life Govt. Securities Long Term Growth - Regular Plan 2,401,479.31 100.00 — —

Birla Sun Life Income Plus Growth Regular Plan 1,616,297.10 100.00 — —

ICICI Prudential Gilt Invest PF Plan - Growth 1,816,042.19 50.00 — —

ICICI Prudential Income Plan - Regular Growth 3,465,675.85 150.00 — —

Reliance Growth Fund - Growth Plan - Growth Option 39,301.91 30.00 49,151.80 26.44

Reliance Vision Fund - Growth Plan - Growth Option 67,338.59 30.00 — —

Reliance Floating Rate Fund - Short Term Plan Growth 9,547,815.46 200.00 — —

Birla Sun Life Frontline Equity Fund - Growth 190,262.22 30.00 — —

HDFC Top 200 Fund - Growth 27,237.05 10.00 — —

HDFC Gilt Fund Long Term - Growth 1,756,524.61 50.00 — —

HDFC High Int. Fund - Dynamic Growth 2,115,231.54 100.00 — —

SBI Magnum Multicap Fund - Growth 311,561.42 10.00 — —

SBI Magnum Gilt Fund - Long Term - Growth -Regular Plan 3,293,720.85 100.00 — —

Franklin India Govt. Securities Fund - Long Term Plan - Growth 3,041,085.06 100.00 — —

UTI-Gilt Advantage Fund - LTP - Growth 1,639,204.53 50.00 — —

Birla Sunlife Cash Plus - Inst. Premium -Daily Dividend -Reinvestment — — 999,994.57 100.19

Birla Sun Life Fixed Term Plan - Series KV (367 days) — — 5,000,000.00 50.00

Canara Rebeco Short Term Regular Monthly Dividend Fund 19,702,327.67 200.00 19,708,025.38 200.00

DSP Blackrock Liquidity Fund - Institutional Plan - Daily Dividend — — 100,186.13 100.22

DWS Insta Cash Plus Fund - Daily Dividend Reinvestment 499,217.02 50.07 — —

HSBC Cash Fund - Daily Div. 50,047.18 50.08 — —

IDBI Liquid Fund - Daily Dividend Reinvestment 49,823.02 50.08 49,904.63 50.04

JPMORGAN India Liquid Fund - Daily Div. — — 9,988,436.20 100.16

Kotak FMP Series 154 - Dividend 5,000,000.00 50.00 5,000,000.00 50.00

Kotak Liquid (Inst. Premium) -Daily Dividend 40,955.68 50.08 81,981.14 100.25

LIC Nomura MF Liquid Fund - Daily Div. — — 91,268.42 100.21

Peerless Flexible Income Fund - Quarterly Dividend 9,026,411.28 100.00 — —

Peerless Short Term Fund - Monthly Dividend 18,200,680.71 200.00 18,200,680.71 200.00

Peerless Ultra Short Term Fund - Direct Plan - Daily Dividend 398,117.92 400.77 49,769,044.05 501.00

Principal Debt Opportunities Fund Daily Div. 150,017.74 150.25 — —

Principal Pnb Fixed Maturity Plan - Series B15-377 days - Regular 5,000,000.00 50.00 — —

Principal Debt Opportunities Fund - Daily Div. — — 100,047.07 100.17

Principal Pnb Fixed Maturity Plan — — 5,000,000.00 50.00

Peerless Liquid Fund - Direct Plan - Daily Div. 99,972.96 100.10 — —

Reliance Liquid Fund - Treasury Plan - Daily Dividend. — — 65,572.76 100.25

Religare Invesco Liquid Fund - Daily Div. 50,016.25 50.07 — —

SBI Premier Liquid - Super IP - Daily Div. — — 99,763.21 100.09

Tata Fixed Maturity Plan Series 47 Scheme D - Plan A - Dividend 5,000,000.00 50.00 5,000,000.00 50.00

Taurus Liquid Fund - Existing Plan - Super Instt. Daily Div. 50,056.77 50.07 — —

UTI Fixed Term Income Fund - Series XVIII -III (367 days) — — 5,000,000.00 50.00

TOTAL (II) (A) 2,711.57 2,029.02

NOTE - 11 (Contd.)


51


(II) (B) INVESTMENTS IN MUTUAL FUNDS (UNQUOTED)

— NON-CURRENT




Reliance Vision Fund - Institutional Plan - Growth — — 134,035.21 40.00

DSP BR Small and Mid Cap Fund - Regular Plan- Growth 1,141,314.86 40.00 — —

L&T Equity Fund - Growth 315,422.59 20.00 — —

Peerless Equity Fund Growth 3,095,082.90 50.00 4,198,364.32 50.00

Kotak Opportunities Fund - Growth - Regular Plan 625,871.79 50.00 — —

TOTAL (II) (B) 160.00 90.00

TOTAL OF INVESTMENTS IN MUTUAL FUNDS 2,871.57 2,119.02

NOTE - 11 (Contd.)


(III) (A) INVESTMENT IN GOLD ETF

— CURRENT




SBIGETS Gold ETF 4,000 11.25 4,000 11.25

UTI Mutual Fund Gold ETF 7,000 19.53 7,000 19.53

GoldmanSach Mutual Fund Gold ETF 4,500 12.56 4,500 12.56

TOTAL (III) (A) 43.34 43.34

(IV) (A) INVESTMENT IN SILVER

— CURRENT




E- Silver * 2,800 16.12 6,650 38.67

TOTAL (IV) (A) 16.12 38.67

* 1 unit = 100 gms, 10 unit = 1 Kg of Silver

52



NOTE - 11 (Contd.)

(V) (A) INVESTMENT IN SHARES - OTHER THAN SUBSIDIARIES

— CURRENT


Equity Shares (Quoted) - Fully Paid

Name of the Company No. of Equity Face Value Book Value No. of Equity Book ValueShares per Share 31.03.15 Shares 31.03.14

31.03.15 Rs. (Rs.in Million) 31.03.14 (Rs.in Million)

ACC Limited 2,575 10 3.51 20,000 27.15Axis Bank Limited 7,600 2 3.26 — —Aditya Birla Nuvo Limited — 10 — 58 0.01Bank of Rajasthan Ltd. 50 10 0.03 50 0.03Canara Bank 11,250 10 5.37 11,500 5.49Cipla Ltd — 2 — 3,425 1.33Engineers India Ltd 18,500 5 5.00 — —Essar Shipping Ltd. * 50 10 0.00 50 0.00FAL Industries Ltd. 9,006 10 0.28 9,006 0.28Grasim Industries Ltd. — 10 — 130 0.04The Great Eastern Shipping Co. Ltd. 8,500 10 0.32 28,000 1.07Gujarat Ambuja Cements Ltd. 75,750 2 2.15 75,750 2.15HDFC Ltd 7,450 2 8.01 — —HDFC Bank 2,975 2 2.46 1,750 1.13Hindustan Motors Ltd. 3,100 5 0.17 3,100 0.17Hindustan Unilever Limited — 1 — 9,750 5.49ICICI Bank Ltd. 22,000 2 6.26 25 0.01IFCI Ltd. 900 10 0.04 900 0.04India Cements Ltd. * 150 10 0.00 150 0.00India Glycols Ltd. 16,600 10 1.50 16,600 1.50Infosys Limited 7,125 5 13.92 — —ITC Limited 1,050 1 0.33 2,350 0.74ING Vysya Bank Ltd. 4,769 10 0.77 4,769 0.77Jaiprakash Associates Ltd. 1,825 2 0.04 1,825 0.04JK Tyre Ltd. 20,500 2 2.79 — —Kotak Mahindra Bank Ltd 2,075 5 2.53 — —Lakshmi Vilas Bank Ltd. 1,550 10 0.27 1,550 0.27Larsen & Toubro Ltd. 1,170 2 0.34 1,170 0.34Maharashtra Seamless Ltd. 2,900 5 0.18 2,900 0.18Mahindra Life Space Limited — 10 — 4,500 0.17Nagarjuna Fertilisers & Chemicals Ltd. * 300 10 0.00 300 0.00Nestle India Ltd. — 10 — 1,000 4.84Reliance Industries Ltd. 2,018 10 0.47 2,018 0.47Reliance Infrastructure Limited 8,550 10 5.40 — —Sanghi Industries Ltd. 200 10 0.02 200 0.02Soma Textile & Industries Ltd. 200 10 0.01 200 0.01Spentex Industries Ltd. 3,500 10 0.09 3,500 0.09State Bank of India 78,000 1 2.18 10,200 2.86Supreme Petrochem Ltd. * 100 10 0.00 100 0.00Tata Consultancy Limited 5,000 1 12.24 — —Tata Iron & Steel Company Ltd. 225 10 0.03 225 0.03Tech Mahindra Limited 10,000 5 6.36 — —Tata Motors Ltd. — 2 — 3,000 0.52Ultratech Cement Ltd. 936 10 0.34 936 0.34YES Bank Ltd. — 10 — 17,450 6.95

SUB TOTAL 86.67 64.53

53



(III) (B) INVESTMENT IN SHARES - OTHER THAN SUBSIDIARIES

— NON-CURRENT


Equity & Preference Shares (Quoted) – Fully Paid

Name of the Company No. of Face Value Book Value No. of Book ValueShares per Share 31.03.15 Shares 31.03.14


Bank of Baroda 118,750 2 23.00 33,375 32.33

Bharat Heavy Electricals Ltd. 185,000 2 88.30 185,000 88.30

Coal India Ltd. 27,025 10 10.45 28,750 11.12

The Indian Hotels Company Ltd. 16,875 1 1.77 82,000 8.60

Larsen & Toubro Ltd. 21,200 2 26.07 56,000 68.87

Larsen & Toubro Finance Ltd. 100,000 10 5.20 100,000 5.20

LIC Housing Finance Ltd. 65,850 2 16.97 150,225 38.72

Oil & Natural Gas Corporation Ltd. 143,525 5 48.74 183,000 62.15

Punjab National Bank 114,250 2 26.40 22,850 26.40

Reliance Industries Ltd. 100,300 10 105.30 100,300 105.30

State Bank of India 352,325 1 89.92 33,575 91.15

Tata Power Co. Ltd. 202,246 1 24.31 202,246 24.31

Union Bank of India 25,500 10 8.94 25,500 8.94

Larsen & Toubro Finance Ltd.

- Preference Shares - 8.75% 393,385 10 39.34 393,385 39.34

Larsen & Toubro Finance Ltd.

- Preference Shares - 8.40% 500,000 10 50.00 — —

TOTAL (III) (B) 564.71 610.73

TOTAL OF INVESTMENT IN SHARES - OTHER THAN SUBSIDIARIES 749.79 773.67

(V) (A) INVESTMENT IN SHARES - OTHER THAN SUBSIDIARIES (Contd.)

— CURRENT


Others (Unquoted) - Fully Paid

Name of the Company No. of Equity Face Value Book Value No. of Equity Book ValueShares per Share 31.03.15 Shares 31.03.14


Allahabad Bank 262 10 0.01 262 0.01

Continental Commercial Company Ltd. 15,145 100 1.52 15,145 1.52

Ohmtron India Ltd. 500 1000 0.05 500 0.05

Rajban Sea Food Ltd. * 10 10 0.00 10 0.00

Saraswati Engineering Ltd. 600,000 10 9.90 600,000 9.90

Travancore Titanium Products Ltd. 192,228 10 86.93 192,228 86.93

SUB TOTAL 98.41 98.41

TOTAL (V) (A) 185.08 162.94

* The figures represent amounts rounded off to millions

NOTE - 11 (Contd.)

54


(VI) (A) INVESTMENT IN DEBENTURE - OTHER THAN SUBSIDIARIES

— CURRENT


Name of the Company Description No. of Face Value Book Value No. of Book ValueDebenture per Debenture 31.03.15 Debenture 31.03.14


ACC Ltd. 8.45% — 1,000,000 — 100 100.03

ONGC Videsh Ltd. 8.40% — 1,000,000 — 300 300.30

Dewan Housing Finance Corporation $ 10.60% 500 1,000,000 501.56 — —

Dewan Housing Finance Corporation $ 10.80% 100 1,000,000 100.42 — —

IDFC Limited $ 8.85% 50 1,000,000 49.70 — —

Reliance Capital Ltd. 10.40% 200 1,000,000 200.00 200 200.00

Tata Communications Ltd. 9.50% — 1,000,000 — 150 150.16

Tech Mahindra Ltd. 10.25% — 1,000,000 — 50 50.03

TOTAL (VI)(A) 851.68 800.52

TOTAL OF INVESTMENT IN DEBENTURES - OTHER THAN SUBSIDIARIES

* These investments are of long term nature in accordance with categorisation as per AS-13, however these have been reflected under CurrentInvestments (in accordance with Schedule III) as they are due for maturity within a period of one year as at year end.

$ Represents Investments earmarked under an escrow account as security amount towards repayment of Liability towards depositors [Note 25]

(IV) (B) INVESTMENT IN DEBENTURE - OTHER THAN SUBSIDIARIES

— NON-CURRENT


Name of the Company Description No. of Face Value Book Value No. of Book ValueDebenture per Debenture 31.03.15 Debenture 31.03.14

31.03.15 Rs. (Rs.in Million) 31.03.14 (Rs. in Million)

Reliance Capital Ltd. 10.00% 250 1,000,000 249.63 — —Reliance Capital Ltd. 9.70% 250 1,000,000 250.00 — —HDB Financial Services Ltd. $ 9.97% 200 1,000,000 201.92 — —HDB Financial Services Ltd. $ 8.54% 50 1,000,000 49.23 — —Aditya Birla Finance Ltd $ 9.75% 150 1,000,000 150.26 — —LIC Housing Finance Limited $ 8.64% 250 1,000,000 247.63 250 247.63IDFC Limited 8.85% — 1,000,000 — 50 49.70Tata Sons Limited $ 9.75% 100 1,000,000 100.65 100 101.15Dewan Housing Finance Corporation 10.60% — 1,000,000 — 500 503.58Dewan Housing Finance Corporation 10.80% — 1,000,000 — 100 101.00

TOTAL (IV) (B) 1,249.32 1,003.06


NOTE - 11 (Contd.)


55


NOTE - 11 (Contd.)


(VII) (A) INVESTMENT IN BONDS (FULLY PAID UP)

— CURRENT*


Name of the Company Description Nominal Value Book Value Nominal Value Book Value31.03.2015 31.03.2015 31.03.2014 31.03.2014

(Rs.in Million) (Rs.in Million) (Rs.in Million) (Rs.in Million)

Power Finance Corporation Ltd. 8.45% — — 250.00 250.00Power Finance Corporation Ltd. 8.50% — — 200.00 200.13Rural Electrification Corporation Ltd. 8.35% — — 50.00 50.00Rural Electrification Corporation Ltd. 8.45% — — 50.00 49.95Power Grid Corporation of India Ltd. 8.80% — — 50.00 50.10Bank of India 5.88% — — 50.00 45.34Bank of India 5.90% — — 96.00 87.19Power Grid Corporation of India Ltd. $ 10.90% 22.90 22.92 — —Power Grid Corporation of India Ltd. $ 8.90% 50.00 50.13 — —Power Grid Corporation of India Ltd. $ 8.84% 150.00 150.35 — —Power Grid Corporation of India Ltd. (08/07/15) $ 8.64% 100.00 100.05 — —Food Corporation of India Ltd. $ 7.58% 125.00 125.00 — —Bank of Baroda $ 7.45% 100.00 100.00 — —Exim Bank $ 8.45% 100.00 100.00 — —ICICI Bank Ltd. $ 7.50% 8.00 7.67 — —Indian Overseas Bank $ 7.25% 500.00 500.00 — —Power Finance Corporation $ 7.60% 100.00 96.12 — —Power Finance Corporation $ 8.70% 300.00 300.07 — —State Bank of India $ 7.45% 250.00 250.00 — —Hindustan Photofilms Mfg. Co. Ltd. 13.00% 302.49 284.65 302.49 284.65

SUB - TOTAL - (VII) (A) 2,108.39 2,086.96 1,048.49 1,017.36



56


NOTE - 11 (Contd.)

(V) (B) PUBLIC SECTOR BONDS (FULLY PAID UP)

— NON-CURRENT



(Rs. in Million) (Rs. in Million) (Rs. in Million) (Rs. in Million)

Bank of Baroda 7.45% — — 100.00 100.00EXIM Bank 8.45% — — 100.00 100.01Food Corporation of India Ltd. 7.58% — — 125.00 125.00HUDCO Ltd.@ 8.51% 300.00 300.00 300.00 300.00India Infrastructure Finance Company Limited @ 8.16% 250.00 250.00 250.00 250.00India Infrastructure Finance Company Limited @ 7.19% 500.00 489.58 — —ICICI Bank Ltd. 7.50% — — 8.00 7.67Indian Overseas Bank 7.25% — — 500.00 500.08Indian Railway Finance Corporation Limited @ 6.32% 100.00 100.00 100.00 100.00Indian Railway Finance Corporation Limited @ 8.00% 141.88 140.61 141.88 140.61Indian Railway Finance Corporation Limited @ 7.18% 500.00 483.68 500.00 483.72Indian Railway Finance Corporation Limited @ 8.35% 200.00 200.00 200.00 200.00Indian Railway Finance Corporation Limited @ 8.23% 500.00 500.00 500.00 500.00National Highways Authority of India @ 8.20% 207.56 208.79 107.56 107.20National Highways Authority of India @ 8.27% 200.00 200.00 200.00 200.00National Housing Bank @ 8.26% 72.19 72.19 72.19 72.19National Housing Bank @ 6.87% 500.00 460.45 500.00 460.45Power Finance Corporation 7.60% — — 100.00 96.12Power Finance Corporation 8.70% — — 300.00 300.64Power Finance Corporation @ 8.20% 250.00 252.19 100.00 99.68Power Finance Corporation @ 7.21% 500.00 504.61 — —Power Grid Corporation of India Ltd. 10.90% — — 45.80 45.97Power Grid Corporation of India Ltd. 8.90% — — 50.00 50.28Power Grid Corporation of India Ltd. 8.84% — — 150.00 150.70Power Grid Corporation of India Ltd. (08/07/15) 8.64% — — 100.00 100.21Power Grid Corporation of India Ltd. (08/07/16) $ 8.64% 250.00 250.29 250.00 250.51Punjab National Bank 9.15% 534.00 536.98 534.00 539.82Rural Electrification Corporation Ltd. @ 8.18% 500.00 500.27 500.00 500.30Rural Electrification Corporation Ltd. @ 7.21% 350.00 352.53 100.00 100.01Steel Authourity of India Ltd. $ 8.80% 50.00 50.17 50.00 50.28State Bank of India 7.45% — — 250.00 250.00Vijaya Bank $ 9.25% 200.00 201.26 200.00 202.19

SUB - TOTAL - (V) (B) 6,105.63 6,053.60 6,434.43 6,383.64

TOTAL OF INVESTMENT IN BONDS 8,140.56 7,401.01

$ Represents Investments earmarked under an escrow account as security amount towards repayment of Liability towards depositors. [Note 25]

@ Represents interest on Bonds are Tax Free.


57


NOTE - 11 (Contd.)


(VIII) (A) INVESTMENT IN GOVT. SECURITIES (FULLY PAID UP)

— CURRENT* $




Government of India Bond 2014(16/04) 7.37% — — 1,015.11 1,015.22Government of India Bond 2015(03/09) 7.38% 2,700.00 2,708.72 — —State Development Loans 2014 (04/11) 7.36% — — 1,150.00 1,150.00State Development Loans 2015 (19/05) 7.77% 291.90 291.98 — —

TOTAL - (VIII) - (A) 2,991.90 3,000.70 2,165.11 2,165.22



(VI) (B) INVESTMENT IN GOVT. SECURITIES (FULLY PAID UP)

— NON-CURRENT $




Government of India Bond 2017(16/04) 7.49% 500.00 492.25 — —Government of India Bond 2016(17/08) 7.02% 750.00 737.25 — —-Government of India Bond 2015(03/09) 7.38% — — 2,700.00 2,729.10State Development Loans 2015(19/05) 7.77% — — 291.90 292.55

TOTAL - (VI) - (B) 1,250.00 1,229.50 2,991.90 3,021.65

TOTAL OF INVESTMENT IN GOVT. SECURITIES 4,230.20 5,186.87


58


(VII) (B) INVESTMENT IN SHARES - SUBSIDIARY COMPANIES

—NON-CURRENT

—INVESTMENTS - OTHER THAN TRADE

(Unquoted) - Fully Paid (unless otherwise stated)


31.03.15 Rs. P. (Rs. in Million) 31.03.14 (Rs. in Million)

Peerless Financial Product Distribution Ltd(Formerly known as Peerless Developers Ltd.) 44,068,536 10.00 440.69 44,068,536 440.69

Peerless Financial Product Distribution Ltd(Formerly known as Peerless Developers Ltd.) (Pref.) - 7% 450,000 100.00 45.00 450,000 45.00

Peerless Hospitex Hospital & Research Center Ltd. (Pref.) - 7% 1,800,000 100.00 180.00 1,800,000 180.00

Peerless Hospitex Hospital & Research Center Ltd. 16,198,000 10.00 161.98 16,198,000 161.98

Peerless Hotels Ltd. 4,577,716 10.00 419.69 4,577,716 419.69

Peerless Securities Ltd. 24,080,000 10.00 341.91 24,080,000 341.91

Peerless Funds Management Company Ltd. 98,998,600 10.00 989.99 74,998,600 749.99

Peerless Trust Management Company Ltd. 1,999,300 10.00 19.99 1,999,300 19.99

Peerless Financial Services Ltd. [3,33,33,333 Eq. Shares ofRs. 10, Partly Paid Up - Rs. 6 paid up ] 34,489,408 10.00 211.95 34,489,408 111.95

TOTAL - (VII) (B) 2,811.20 2,471.20

NOTE - 11 (Contd.)

(VIII) (B) INVESTMENT IN SHARES - JOINT VENTURE COMPANY

— NON-CURRENT

— INVESTMENTS - OTHER THAN TRADE

(Unquoted) - Fully Paid


31.03.15 Rs. P. (Rs. in Million) 31.03.14 (Rs. in Million)

Bengal Peerless Housing Development Ltd. 662,850 10.00 6.63 662,850 6.63

TOTAL - (VIII) (B) 6.63 6.63


(IX) (A) INVESTMENT IN RIGHT TO PROPERTY

— CURRENT

— TRADE

Description Book Value Book Value31.03.2015 31.03.2014

(Rs. in Million) (Rs. in Million)

Right to Property 301.22 427.00

301.22 427.00

TOTAL OF NON-CURRENT INVESTMENTS - TRADE - (1) 13,431.36 16,068.81

TOTAL OF CURRENT INVESTMENTS - TRADE - (2) 14,977.63 12,874.30

59


(IX) (B) INVESTMENT IN DEBENTURES - SUBSIDIARY COMPANY

— NON-CURRENT


(Unquoted)

Name of the Company Rate No. of Book Value No. of Book ValueDebentures 31.03.15 Debentures 31.03.14

31.03.15 (Rs. in Million) 31.03.14 (Rs. in Million)

Peerless Hospitex Hospital & Research Centre Ltd. 7.00% — — 1,762,000 176.20Peerless Hospitex Hospital & Research Centre Ltd. 8.00% 1,000,000 100.00 1,000,000 100.00

TOTAL - (IX) (B) 100.00 276.20

TOTAL OF NON-CURRENT INVESTMENTS - NON TRADE - (3) 2,917.83 2,754.03

TOTAL OF CURRENT INVESTMENTS - NON TRADE - (4) 176.20 —

GRAND TOTAL OF NON-CURRENT INVESTMENTS - (5) = (1) + (3) 16,349.19 18,822.84

GRAND TOTAL OF CURRENT INVESTMENTS - (6) = (2) + (4) 15,153.83 12,874.30

TOTAL OF ALL INVESTMENTS (5) + (6) 31,503.02 31,697.14


NOTE - 11 (Contd.)

(X) (A) INVESTMENT IN DEBENTURES - SUBSIDIARY COMPANY

— CURRENT


(Unquoted)

Name of the Company Rate No. of Book Value No. of Book ValueDebentures 31.03.15 Debentures 31.03.14

31.03.15 (Rs. in Million) 31.03.14 (Rs. in Million)

Peerless Hospitex Hospital & Research Centre Ltd. 7.00% 1,762,000 176.20 — —

TOTAL - (X) (A) 176.20 —

60


(Rs. in Million)31.03.2015 31.03.2014

NOTE - 12: LONG-TERM LOANS AND ADVANCES(Unsecured, unless otherwise stated)(Considered good by Management except to the extent provided for)Loan secured against mortgage/hypothecation of Properties/

Shares/Vehicles 8.39 8.48Less : Provided for 4.10 4.29 4.10 4.38House Building Loan [Secured against mortgage of properties] 24.16 33.95Consumer Durable Loan [Secured against hypothecation

of consumer durable items] 1.15 2.81Personal Loan to Employees 0.30 0.28Sundry Deposits 17.92 18.75Capital Advance — 0.18Earnest Money Deposit 0.64 0.64Advance Recoverable in cash or in kind or for value

to be receivedAdvance 4.82 6.36Less : Provided for 0.74 4.08 0.74 5.62Advance Taxes (including Interest Tax, Wealth Tax and 426.48 423.30

Income Tax Deducted at Source) - net of provisionsPrepaid Expenses 5.10 5.39

TOTAL 484.12 495.30


(Rs. in Million)31.03.2015 31.03.2014

NOTE - 13: OTHER NON-CURRENT ASSETS(Unsecured, unless otherwise stated)(Considered good by Management except to the extent provided for)

Accrued Interest on Investments # 31.99 37.52Accrued Interest on Loan to Employees@ 38.41 40.60Amount Receivable - ESI Matters 19.18 19.18

TOTAL 89.58 97.30

@ Out of above Rs. 38.37 millions (Prev. Year Rs. 40.46 millions) is also secured against mortgage of properties andhypothecation of consumer durable items.

# This represents interest accrued on Investments earmarked in an Escrow Account on account of security towardsAggregate Liability to Depositors (ALD).

(Rs. in Million)31.03.2015 31.03.2014

NOTE - 14: INVENTORIES(Valued at Lower of Cost and Net Realisable Value)

Project Work in Progress 98.13 30.13

TOTAL 98.13 30.13

Breakup of Project Work in ProgressCost of Land 13.67 13.22Cost of Construction 63.67 4.72Other Development Costs 20.79 12.19

98.13 30.13

61


(Rs. in Million)31.03.2015 31.03.2014

NOTE - 15 : CASH AND CASH EQUIVALENTS

Cash in hand 1.62 1.76Cheques/Demand Drafts in hand 0.05 1.67 2.72 4.48Stamps in hand 0.19 0.67Bank Balance with Scheduled Banks

in Current Accounts * @ 167.71 248.64Bank Balance for Unpaid Dividend 75.93 63.72

TOTAL 245.50 317.51

* Includes Rs. Nil millions (Prev Year Rs. 0.67 millions) deposited in a separate Bank Account, on account of rentreceived (subjudice).

@ Includes Rs. 18.54 millions (Prev Year Rs. Nil millions) kept in an Escrow Bank Account, on account of securitytowards Aggregate Liability to Depositors (ALD). [Note 25]

(Rs. in Million)31.03.2015 31.03.2014

NOTE - 16: SHORT-TERM LOANS AND ADVANCES

(Unsecured, unless otherwise stated)(Considered good by Management except to the extent

provided for)Loan secured against mortgage/hypothecation of

Properties/Shares/Vehicles 11.92 17.87Less : Provided for 6.07 5.85 9.53 8.34

House Building Loan [Secured against mortgage of properties] 10.09 11.82Less : Provided for 1.78 8.31 2.21 9.61

Consumer Durable Loan [Secured againsthypothecation of consumer durable items] 2.72 3.96

Less : Provided for 0.21 2.51 0.26 3.70

Personal Loan to Employees 0.64 1.05Less : Provided for — 0.64 0.01 1.04

Loan to Certificate-holders [Secured against deposit amountof certificates and interest thereon] — 4.82

Advance Recoverable in cash or in kind or for value to be received

Advance @ 30.94 34.27Less : Provided for 2.50 28.44 2.66 31.61

Prepaid Expenses 13.81 13.17

TOTAL 59.56 72.29

@ Includes Rs. 0.32 million (Prev. Year Rs. 1.25 million) receivable from related parties [considered good].


62


(Rs. in Million)

For the year ended31.03.2015 31.03.2014

NOTE - 18 : REVENUE FROM OPERATIONS

Interest 2,106.48 2,227.44Dividend 181.95 153.63Profit on Sale of Investments 166.37 54.15

TOTAL 2,454.80 2,435.22

a) Interest on Investments :– Investments - Trade : Long-Term 1150.56 1007.28

: Current 942.75 1204.05

– Investments - Other than Trade: Current 12.33 12.33

– Others 0.84 3.78

TOTAL 2,106.48 2,227.44

b) Dividend (Gross)Long-Term Investments - Other than Trade– Subsidiaries 18.31 16.02– Associates 4.97 4.31Long-Term Investments - Trade 13.23 13.58

Current Investments - Trade– Associates 46.72 48.72– Others - Shares & Mutual Fund 98.72 71.00

TOTAL 181.95 153.63

(Rs. in Million)31.03.2015 31.03.2014

NOTE - 17: OTHER CURRENT ASSETS(Unsecured, unless otherwise stated)(Considered good by Management except to the extent provided for)Stock of printed matters 0.12 0.15Accrued Interest on Investments $ 467.02 418.04Accrued Interest on Loan to Certificateholders* — 2.56Less : Provided for — — 0.02 2.54

Accrued Interest on Loan to Employees # 4.57 4.26Amount Receivable @ 192.83 186.66Less : Provided for 154.10 38.73 154.19 32.47Fixed Asset Held for Sale — 3.43

TOTAL 510.44 460.89

$ Out of above, Rs. 234.09 millions is on account of interest accrued on Investments earmarked in an Escrow Accounton account of security towards Aggregate Liability to Depositors (ALD).

* Secured against deposit amount of certificates and interest thereon.

@ Includes Rs. 3.78 million (Prev. Year Rs. 1.75 million ) receivable from related parties [considered good].

# Out of above Rs. 4.33 million (Prev. Year Rs. 4.05 million) is also secured against mortgage of properties andhypothecation of consumer durable items.


63


c) Profit/(Loss) on Sale of Investments, etc– Trade Investments

Long -Term Investments– Associates 14.24 —– Others 72.31 12.82

Other Investments– Associates — 2.54– Others @ 79.82 38.79

TOTAL 166.37 54.15

@ Includes Profit on Sale of Right to Property of Rs. 34.78 million (P.Y. Rs. 19.05 million)

Note: The bifurcation/categorisation of income above has been made based on classification of Investments into Currentand Long Term in accordance with AS-13.

NOTE - 18 : REVENUE FROM OPERATIONS (Contd.)

(Rs. in Million)


NOTE - 19 : OTHER INCOME

Interest - Others 3.92 9.15Rent 74.94 71.78Profit on Sale of Fixed Assets 3.27 72.26Service Fees from Insurance Companies & Others 102.28 133.28Provisions/Liabilities no longer required written back 34.02 18.74Miscellaneous Income 4.86 6.38

TOTAL 223.29 311.59

a) Interest - Others:Interest on Income tax refund — 4.03

Interest on Employee Loans/Others 3.92 5.12

TOTAL 3.92 9.15

b) Provisions/Liabilities no longer required written back consists of:Diminution in Investments 20.97 12.49Loans and Advances 4.25 0.95Liability for Expenses 8.71 5.30Others 0.09 —

TOTAL 34.02 18.74


(Rs. in Million)


64


(Rs. in Million)


NOTE - 21: FINANCE COSTS

Interest on Bank Overdraft — 11.31Interest on Service Tax/Others 1.02 0.80Bank & Finance Charges 0.76 1.44

TOTAL 1.78 13.55

(Rs. in Million)


NOTE - 22 : PROVISION FOR DOUBTFUL DEBTS

AND RECEIVABLES/INVESTMENTS

Provision for Doubtful Debts and Receivables 0.04 0.17Provision for Diminution in Value of Investments 58.34 25.02

TOTAL 58.38 25.19

(Rs. in Million)For the year ended

31.03.2015 31.03.2014

NOTE - 23 : DEPRECIATION AND AMORTISATION

Depreciation on Tangible Assets 52.56 38.41Amortisation of Intangible Assets 1.07 0.62

53.63 39.03Less: Transfer from Revaluation Reserve 0.63 0.93

TOTAL 53.00 38.10

(Rs. in Million)


NOTE - 20 : EMPLOYEE BENEFITS EXPENSE

Salaries, Wages, Bonus, Gratuity etc. 453.03 393.36Contribution to Provident & Other Funds 42.65 41.34Directors' Remuneration : Managing/Wholetime Directors

Salary 20.44 16.49 Contribution to Provident & Other Funds 4.38 4.00 Other Benefits 31.36 56.18 28.59 49.08Staff Amenities & Welfare 22.60 23.75

TOTAL 574.46 507.53


65


(Rs. in Million)For the year ended

31.03.2015 31.03.2014NOTE - 24: OTHER EXPENSES

Commission, Incentive and Other Payments to Field Force 0.34 —

Service Activity Expenses 79.64 72.38

Insurance Premium under Accident Benefit Scheme 0.12 —

Commission to Other Directors 4.10 4.50

Directors' Fees 1.19 1.54

Postage and Telephone Charges 13.26 22.09

Charities and Donation 5.27 11.48

Rent 39.66 40.09

Rates & Taxes 13.13 11.10

Insurance 2.77 1.73

Electricity charges 18.89 18.24

Advertisement & Publicity 63.54 105.82

Printing & Stationery Charges 4.87 7.29

Travelling & Transport 9.24 12.23

Data Processing & Machine Accounting Charges 10.59 14.10

Motor Car Upkeep 16.57 15.49

Legal & Professional Charges 106.03 127.45

Repairs -

Building 8.05 17.31

Others 20.58 28.63 24.51 41.82

Security & Manpower / Contract Cost 32.89 38.62

Advances/Branch & Other Office Adjustments Written Off 1.91 0.20

Corporate Social Responsibility Expenses 5.54 —

Other Expenditure 24.06 23.65

TOTAL 482.24 569.82


66


NOTES ON ACCOUNTS

25. In accordance with the Directions issued by the Reserve Bank of India to discontinue its Residuary Non- Banking(RNBC) business in a phased manner, the Company has not accepted any fresh/ new deposits from 1st April 2010and also stopped accepting any renewals/installments of existing deposits with effect from 1st April 2011. The Companyhas assets/investments which are sufficient to discharge liabilities towards depositholders as per the guidelines issuedby RBI. The Company has already identified diversification/expansion in businesses of Mutual Fund, Financial ProductsDistribution, and expansion of Hotels & Hospitals through its subsidiaries.

Further in accordance with directives received from Reserve Bank of India vide letter dated 31st October 2014, readwith letter dated 03rd February 2015, the Company was required to open an Escrow Account and investmentsto the extent of Liability towards Depositors as at 31st December 2014 needed to be linked to such escrow accountso that any proceeds thereof including coupon payment received are credited only to Escrow Account. The Companyhas complied with the directive of Reserve Bank of India. The book value & accrued interest of Investments Linkedwith Escrow Account (including Escrow Bank Account) amounts to Rs.16,002.03 millions as at 31st March 2015against outstanding Liability towards Depositors of Rs. 15,703.61 millions as at 31st March 2015.

26. In respect of various Direct tax matters, the position as per Assessment Orders is as follows:

Income Tax

In respect of AY 1985-86 and 1986-87 The Order of Hon’ble High Court treating the first year’s subscription priorto 15.05.87 as revenue receipt and thereafter capital receipt, has been stayed by Hon’ble Supreme Court on SpecialLeave Petition filed by the Company.

In respect of A.Y’s 1987-88 to 2012-13, for certain years, the Company/Department have gone into appeal andthe assessments are pending for adjudication at various stages [Gross Demand Rs. 5,511.39 million and Net demandRs. (34.43) million after adjusting TDS, Advance Tax and refund sanctioned]. Amount of demands not determinablehave presently been not included herein.

In respect of Interest tax, Assessment years 1993-94 to 2000-01, full appeal effects are yet to be given. [Grossdemand Rs. 296.30 million, Net Demand Rs. (50.00) million]. Wealth Tax assessment orders are pending at variouslevels [Gross Demand Rs. 49.97 million, Net Demand Rs. 0.92 million].

Advance Tax (including Interest Tax & Wealth Tax/Tax deducted at source, net of provisions) amounting to Rs. 426.48millions shown under Note 12 [Long Term Loans and Advances] of financial statements includes Income Tax deductedat source of Rs. 134.08 million for which credit is yet to be accepted by the Income Tax Department pending verification.

In respect of taxation matters pending assessment and taxation matters contested as above, in the view of themanagement, sufficient provision is existing in the accounts which is based on accounting policies followed by theCompany and for which legal and professional opinions are received by the management and as such no furtheradjustments in this respect is considered necessary. Liability for taxation, interest, penalty etc. on account of adjustmentsmade/to be made on/for revivals, settlements etc. or otherwise will be provided/made as and when these are finallyascertained.

27. The disclosures required under Accounting Standard - 15 on “Employee Benefits” are given below :

Defined Contribution Scheme(Rs. in Million)

Description 2014-15 2013-14

Employer’s Contribution to Provident Fund 21.88 24.67Employer’s Contribution to Pension Fund 10.68 6.71Employer’s Contribution to Superannuation Fund 4.87 4.43

Total 37.43* 35.81 *

* excludes employer's contribution of Rs. 9.60 million (Prev. Year Rs. 9.53 million) on account of insurance schemefor employees.

67


Defined Benefit Scheme

Obligation in respect of employee’s gratuity fund scheme managed by Life Insurance Corporation of Indiais determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each periodof service as giving rise to additional unit of employee benefit entitlement and measures each unit separatelyto build up the final obligation:

(Rs. in Million)31.03.2015 31.03.2014

Change in the present value of the defined benefitobligation representing reconciliation of openingand closing balances thereof are as follows :Liability at the beginning of the year 263.91 263.78Interest Cost 22.10 19.48Current Service Cost 9.26 9.78Actuarial (gain)/loss on obligations 21.20 (2.56)Benefits paid (27.32) (26.57)

Liability at the end of the year 289.15 263.91

Changes in the Fair Value of Plan Assetrepresenting reconciliation of opening andclosing balances thereof are as follows:

Fair value of Plan Assets at the beginning of the year 238.85 233.88Expected Return on Plan Assets 15.90 15.97Contributions by the Company 14.37 11.74Benefits paid (27.32) (26.57)Actuarial gain/(loss) on Plan Assets 4.68 3.83Fair value of Plan Assets at the end of the year 246.48 238.85

Total actuarial gain/(loss) to be Recognized 16.52 6.39Actual return on Plan Assets

Expected return on Plan assets 15.90 15.97Actuarial gain/(loss) on Plan Assets 4.68 3.83Actual Return on Plan Assets 20.58 19.80

Amount Recognized in Balance SheetLiability at the end of the year 289.15 263.91Fair value of Plan Assets at the end of the year 246.48 238.85Amount Recognized in the Balance Sheet 42.67 25.06

31.03.2015 31.03.2014Expenses Recognized in the Income StatementCurrent Service Cost 9.26 9.78Interest Cost 22.10 19.48Expected Return on Plan Assets (15.90) (15.97)Net Actuarial (gain)/loss to be Recognized 16.52 (6.39)Expenses Recognized in Profit & Loss Account 31.98 6.90

Investment Details of Plan Assets– Insurer Managed Fund (100%) 246.48 238.85

Balance Sheet Reconciliation 31.03.2015 31.03.2014

Opening Net Liability 25.06 29.90Expenses as above 31.98 6.90Employers Contribution (14.37) (11.74)Amount Recognized in Balance Sheet 42.67 25.06

NOTES ON ACCOUNTS (contd.)

68


Amounts recognized in currentyear and previous four years 2014-15 2013-14 2012-13 2011-12 2010-11

Defined Benefit Obligation 289.15 263.91 263.78 244.23 241.41Plan Assets 246.48 238.85 233.88 233.76 181.26(Surplus)/Deficit 42.67 25.06 29.90 20.47 60.15

Experience adjustments on plan liabilitiesLoss/(Gain) 4.12 13.63 9.65 6.38 2.26Experience adjustments on plan Assets(Loss)/Gain 4.68 3.83 9.19 4.06 1.89

Compensated Absences

The obligation for compensated absences is determined based on actuarial valuation using the Projected UnitCredit Method. The actuarial liability of Compensated Absences (unfunded) of accumulated privileged and sickleaves of the employees of the company as at year end is given below:

As at 31st As at31stMarch 2015 March 2014

Privileged Leave 83.48 74.17

Sick Leave 8.81 10.55

Principal Actuarial assumptions as at the Balance Sheet date

Discount Rate 8.00% 9.25%

Rate of Return on Plan Assets 7.50% 7.50%

Salary Escalation Rate 8.00% 8.00%

Retirement Age 58 years 58 years

Leaving Service Age Rate Age Rate

21-30 10% 21-30 10%31-40 5% 31-40 5%41-50 3% 41-50 3%51-57 2% 51-57 2%

Notes : i) Assumptions relating to future salary increases, attrition, interest rate for discount and overall expectedrate of return on Assets have been considered based on relevant economic factors such as inflation, marketgrowth & other factors applicable to the period over which the obligation is expected to be settled.

ii) The Company expects to contribute Rs. 15 million to Gratuity fund in 2015-16.

28. (a) The Company has been legally advised that the provisions of section 205C of the Companies Act, 1956 (Section125 of the Companies Act, 2013) in respect of subscription amounts collected from the Certificate-holders arenot applicable to it. Accordingly, such amounts, which are lying unclaimed for 7 years or more, have not beentransferred to the Investors Education and Protection Fund.

(b) In respect of the notice received from Deputy Registrar of Companies, West Bengal for non deposit of amountof unpaid deposit to the extent of Rs. 3.51 million to the said fund, pursuant to a writ petition filed by theCompany before the Hon`ble High Court at Calcutta, the said sum was deposited in earlier year in a separateaccount with a nationalized bank and continues to remain so till final judgement of Hon`ble High Court atCalcutta is received.

29. Disclosure of sundry creditors under current liabilities is based on the information available with the Company


(Rs. in Million)

(Rs. in Million)

69


regarding the status of the suppliers as defined under the “Micro, Small and Medium Enterprises DevelopmentAct, 2006” (the Act). There are no delays in payment made to such suppliers and there is no overdue amountoutstanding as at the Balance sheet date. Relevant disclosures as required under the Act are as follows:

(Rs. in Million)As at As at

Particulars 31.03.2015 31.03.2014

a) i. Principal amount remaining unpaid to supplier under the MSMED Act 2006 0.01 0.24

ii. Interest on a) (i) above Nil Nil

b) i. Amount of Principal paid beyond the appointed date Nil Nil

ii. Amount of interest paid beyond the appointed date (as per Section 16 of the said Act) Nil Nil

c) Amount of Interest due and payable for the period of delay in making payment,but without adding the interest specified under section 16 of the said Act Nil Nil

d) Amount of Interest accrued and due Nil Nil

e) Amount of further interest remaining due and payable even in succeeding years Nil Nil

30. Contingent Liability : (Rs. in Million)As at As at

31.03.2015 31.03.2014i. Claims against the Company not acknowledged as debts

(to the extent ascertained from the available records)

● ESI Matters (sub judice) 245.37 245.37● Other Matters (including those pending before consumer forums) 2.85 3.69

ii. Service Tax matters (under dispute) 142.06 142.06

iii. Direct Tax matters (refer note 26 above) – Amount not determinable — —

Note : Future cash outflows, if any, in respect of (i) to (iii) above isdependent upon the outcome of judgement/decisions etc.

31. Estimated Value of contracts remaining to be executed on capital accounts and not provided for, net of advances:

(Rs. in Million)As at As at

31.03.2015 31.03.2014

Capital Commitment — 0.85

Investments Partly paid – Equity Shares of Rs. 10 each in 133.33 233.33Peerless Financial Services Limited (Rs. 6 paid up)[excluding securities premium of Rs. 5 per share]

32. Payment to Auditors, exclusive of Service Tax (considered under Other expenditure) is on account of:

(Rs. in Million)For the For the

year ended year ended31.03.2015 31.03.2014

Statutory Audit 3.00 3.00Certification, Out of pocket Expenses, etc. 4.31 4.16


70


33. Disclosures as required as per Accounting Standard (AS-18) on Related Party Disclosures are as below :

a) Enterprise where control exist

Subsidiary Companies

Peerless Financial Products Distribution Ltd (Formerly known as Peerless Developers Ltd.)

Peerless Hospitex Hospital & Research Center Ltd.

Peerless Securities Ltd.

Peerless Hotels Ltd.

Peerless Funds Management Company Ltd.

Peerless Trust Management Company Ltd.

Peerless Financial Services Ltd.

Peerless Commodities Ltd. – Subsidiary of Peerless Securities Limited

b) Other related parties with whom transactions have taken place during the year

Joint Venture/Group Enterprises

Bengal Peerless Housing Development Co. Ltd.

Kaizen Leisure & Holidays Ltd. (earlier known as Kaizen Leisure & Holidays Pvt. Ltd.)

Kaizen Hotels & Resorts Ltd. (earlier known as Hotel Durgapur International)

Bichitra Holdings Private Ltd.

Shikha Holdings Private Ltd.

Peerless Mutual Fund (managed by Peerless Funds Management Company Ltd.)

Peerless Golden Jubliee Charitable Trust

c) Key Management Personnel/Relatives of Key Management Personnel

Mr. S. K. Roy, Managing Director

Mr. B. Lahiri, Deputy Managing Director

Mr. S. Bhattacharyya – Chief Financial Officer (w.e.f. 24th June, 2014)

Mr. K. Balasubramanian – Company Secretary

Mr. Jayanta Roy – Director – Relative of Managing Director

Mr. T. K. Roy - Relative of Managing Director

Mrs. Shikha Roy - Relative of Managing Director

Miss Debasree Roy – Relative of Managing Director


71


d) The Company’s related party transactions are herein disclosed below:(Rs. in Million)

Sl. Nature of transaction Subsidiaries Associates/ Key GrandNo. Group Management Total

Enterprises Personnel/Relatives

1. EXPENSES

Purchase of Goods — — — —

Previous Year — 1.88 — 1.88

Receiving of Services/ Reimbursement of Expenses * 10.69 6.55 0.18 17.42

Previous Year 15.53 5.77 — 21.30

Remuneration @ — — 34.03 34.03

Previous Year — — 49.08 49.08

Commission to Other Directors — — 29.39 29.39

Previous Year — — 0.62 0.62

Rent Expense 0.70 0.13 — 0.83

Previous Year 0.29 0.11 — 0.40

Dividend — 86.52 103.72 190.24

Previous Year — 81.43 77.57 159.00

Total - Current Year 11.39 93.20 167.32 271.91

Total - Previous Year 15.82 89.19 127.27 232.28

2 INCOME

Rendering of Services/ Reimbursement of Expenses 23.14 3.22 — 26.36

Previous Year 30.20 5.60 — 35.80

Interest 20.40 — — 20.40

Previous Year 16.62 — — 16.62

Rental Income 48.57 3.50 — 52.07

Previous Year 47.50 1.10 — 48.60

Dividend on Preference / Equity Shares / Mutual fund 18.31 51.69 — 70.00

Previous Year 16.02 53.03 — 69.05

Profit on sale of Units of Mutual fund — 14.24 — 14.24

Previous Year — 2.54 — 2.54

Total - Current Year 110.42 72.65 — 183.07

Total - Previous Year 110.34 62.27 — 172.61

3. ASSETS

Amounts Receivable / Advance 3.74 0.36 — 4.10

Previous Year 1.57 1.43 — 3.00

INVESTMENTS

Shares – Equity 2,586.20 6.63 — 2,592.83

Previous Year 2,246.20 6.63 — 2,252.83

Shares – Preference 225.00 — — 225.00

Previous Year 225.00 — — 225.00

Debentures 276.20 — — 276.20

Previous Year 276.20 — — 276.20

Schemes of Mutual Fund — 850.87 — 850.87

Previous Year — 751.00 — 751.00

Total - Current Year 3,091.14 857.86 — 3,949.00

Total - Previous Year 2,748.97 759.06 — 3,508.03


72


4 LIABILITY

Amounts Payable / Advance / Security Deposit / Earnest Money 4.32 0.51 29.39 34.22

Previous Year 4.04 0.55 26.72 31.31

Provision for Investment in Shares – Equity 40.09 — — 40.09


Provision for Investment in Shares – Preference 135.00 — — 135.00

Previous Year 135.00 — — 135.00

Provision for Investment in Debentures 88.10 — — 88.10


Total - Current Year 267.51 0.51 29.39 297.41

Total - Previous Year 267.23 0.55 26.72 294.50

5 TRANSACTIONS

Purchase of Fixed Assets 0.50 — — 0.50


Investment in Equity Shares 340.00 — — 340.00

Previous Year — — — —

Investment in Debentures — — — —

Previous Year 100.00 — — 100.00

Investment in Schemes of Mutual Fund — 7,912.66 — 7,912.66

Previous Year — 6,573.69 — 6,573.69

Redemption of Schemes of Mutual Fund — 7,827.03 — 7,827.03

Previous Year — 6,575.43 — 6,575.43

* Includes Brokerage on purchase/sale of Investments.

@ Excludes perquisites amounting to Rs. 0.06 millions [Prev Year Rs. 0.19 millions]

Note :- Transactions above are inclusive of Service Tax, wherever applicable.

Sl. Nature of transaction Subsidiaries Associates/ Key GrandNo. Group Management Total



(Rs. in Million)

73



35. The Company’s significant leasing arrangements (both as a lessor and lessee) are in respect of operating leasesfor premises. These leasing arrangements which are not non-cancellable relate to the period between 3 to 10 yearsand are usually renewable by mutual consent on mutual agreeable terms. The aggregate lease rentals amountingto Rs. 39.66 million (Prev. Year Rs. 40.09 million) have been charged as rent under Note 24 of Financial Statements.Rs. 7.40 million (Prev. Year Rs. 9.62 million) have been recognised as sub-lease rentals [forming part of RentalIncome in Note 19] received in respect of these leases.

Disclosure with respect to assets given on lease are as follows:-

(Rs. in Million)

Description of Gross Block as on Accumulated Depreciation forAssets given on 31.03.2015 Depreciation as the year ended

lease on 31.03.2015 31.03.2015

Buildings* 639.10 452.62 10.42(Prev. Year – 630.37) (Prev. Year – 361.59) (Prev. Year – 14.12)

Software 8.21 8.21 Nil(Prev. Year – 8.21) (Prev. Year – 8.21) (Prev. Year – Nil)

* includes entire cost for certain buildings which is used by the Company and tenants both

36. In accordance with Accounting Standard – 20 “Earnings per Share” basic and diluted Earnings per Share(EPS) have been calculated as follows :

For the For theyear ended year ended

31.03.2015 31.03.2014

a) Profit attributable to Equity Shareholders – (Rs. in millions) 1106.63 1043.60

b) Basic and weighted average number ofEquity Shares outstanding during the year 33,15,584 33,15,584

c) Nominal value per Equity Share Rs. 100 Rs. 100

d) Basic and Diluted EPS Rs. 333.77 Rs. 314.76

37. The disclosure requirements of AS 17 on Segment Reporting is as below:

Segments have been identified in line with the Accounting Standard 17 taking into account the organization

34. The break up of Deferred Tax Assets and Liabilities are as under :(Rs. in Million)

Description Opening Adjusted to Charge or Closing as at Retained (credit) for as at

01.04.2014 Earnings the year 31.03.2015ended

31.03.2015

Deferred Tax AssetsExpenses allowed on payment basis 37.31 — (9.40) 46.71

Deferred Tax LiabilityDepreciation 94.07 (31.07) (5.77) 57.23

Net Deferred Tax Asset/(Liability) (56.76) 31.07 (15.17) (10.52)

74


38. Expenditure in Foreign Currency: 31.03.2015 31.03.2014

Travelling/Leave Travel Concession, etc. 0.55 0.39

39. Sharing of Costs

The Company shares certain expenses/services charges with its subsidiaries. These expenses/service charges havebeen allocated on a basis mutually agreed to between the Companies and have been relied upon by theAuditors.

40 Disclosure as required in terms of Accounting Standard 29 (AS 29) on Provisions, Contingent Liabilities and ContingentAssets as at year end is as follows:

(Rs. in Million)

2014-15 2013-14

Provision for Standard Assets as at 01.04.2014/01.04.2013 1.00 1.00

Add: Amount provided for during the year Nil Nil

Closing balance as at 31.03.2015/31.03.2014 1.00 1.00

structure as well as the risk and return from operations of the Company. Accordingly the Company has identifiedbusiness segments as the primary segment. The reportable segment in this segment is Residuary Non Bankingoperations within India. The business of Construction (Development of Real Estate) has been categorized underOthers (Unallocated Reconciling items). The Company has single geographical segment i.e. within India.

(Rs. in Million)


31st March 2015 31st March 2014

RNBC Unallocated RNBC Unallocated

Particulars & allied Reconciling & allied Reconcilingactivities items Total activities items Total

RevenueRevenue from Operations 2,454.80 — 2,454.80 2,435.22 — 2,435.22

Other Income 223.29 — 223.29 311.59 — 311.59

Total Income 2,678.09 — 2,678.09 2,746.81 — 2,746.81

Expenses 1,206.63 — 1,206.63 1,261.43 — 1,261.43

Segment Results 1,471.46 — 1,471.46 1,485.38 — 1,485.38Profit Before Tax 1,471.46 1,485.38

Provision for Taxation 364.83 441.78

Profit After Tax 1,106.63 1,043.60

Other Information

Segment Assets 32,705.97 150.39 32,856.36 33,168.00 44.23 33,212.23

Other Assets — — —

Total Assets 32,705.97 150.39 32,856.36 33,168.00 44.23 33,212.23

Segment Liabilities 16,393.35 49.96 16,443.31 17,483.23 6.62 17,489.85

Total Liabilities 16,393.35 49.96 16,443.31 17,483.23 6.62 17,489.85

Depreciation 53.00 38.10

Capital Expenditure 8.16 59.32

Non-Cash Expenditure 91.67 68.13

Note: Segment revenue, results, assets and liabilities have been accounted for based on amounts allocated as considered reasonable by the

management.

The disclosures AS 17 as below:

75



41 As per provisions of the Companies Act, 2013 the Company has during the year incurred expenditure relating toCSR activities amounting to Rs.5.54 million and the same is reflected under Other Expenses in Note 24. The Companywas to spend Rs.31.40 million for CSR activities.

42 The Company has charged depreciation for the current year based on the remaining useful life of the assets asper the requirements of Schedule II of Companies Act, 2013 effective from 01st April 2014. Further, based ontransitional provision provided in note 7(b) of Schedule II of Companies Act, 2013, an amount of Rs. 91.40 millionhas been adjusted in accumulated depreciation as shown in Note 10 and Rs. 60.33 million (net of Deferred Tax)has been adjusted in Retained Earnings as shown in Note 3. Revaluation Reserve of Rs. 5.13 million relating tobuilding whose useful life as per Schedule II of Companies Act, 2013 has been completed as at 01st April 2014has been transferred back to retained earnings.

43 Disclosure in accordance with RBI Circular No. DNBR (PD) CC No. 002/03.10.001/2014-15 dated 10th November2014 and Notification issued by RBI on 27th March 2015 and 10th April 2015 relating to Non Banking FinancialCompanies - Corporate Governance (Reserve Bank) Directions 2015:

a) Capital Risk Adequacy Ratio

(Rs. in Million)

Sr. No. Particulars 31.03.2015 31.03.2014

1 CRAR (%) 86.13 80.07

2 CRAR - Tier I Capital (%) 86.09 80.02

3 CRAR - Tier II Capital (%) 0.04 0.05

4 Amount of subordinated debt raised as Tier-II capital — —

5 Amount raised by issue of Perpetual Debt Instruments — —

b) Investments

(Rs. in Million)

Sr. No. Particulars 31.03.2015 31.03.2014

1 Value of Investments

i) Gross Value of Investmentsa) In India 31,503.02 31,697.14b) Outside India — —

ii) Provisions for Depreciationa) In India 742.74 705.37b) Outside India — —

iii) Net Value of Investmentsa) In India 30,760.28 30,991.77b) Outside India — —

2 Movement of provisions held towards depreciation on investments.

i) Opening balance 705.37 692.84

ii) Add : Provisions made during the year 58.34 25.02

iii) Less : Write-off/write-back of excess provisions during the year 20.97 12.49

iv) Closing balance 742.74 705.37

76


c) Asset Liability Management Maturity pattern of certain items of Assets and Liabilities

(Rs.in Million)

Particulars Investments(having stated

maturity period) Advances Deposits*

1 day to 30/31 days (one month) 1,561.25 15.94Over one month to 2 months 2,188.49 0.01Over 2 months to 3 months 905.80 0.01Over 3 months to 6 months 4,530.58 0.02Over 6 months to 1 year 2,710.36 0.04Over 1 year & up to 3 years 7,589.80 0.17Over 3 year & up to 5 years 201.92 0.17Over 5 years 5,014.96 3.95

Total @ 24,703.16 20.31

* The Deposit Liability of Rs. 15,307.52 million has already matured and is remaining unclaimed as at 31st March2015. Thus maturity pattern relating to Deposits is not disclosed.

@ Includes investments earmarked amounting to Rs. 15,717.41 million in an escrow account as security towardsrepayment of liability to depositors (ALD).

d) Exposure To Real Estate Sector – Lending towards Commercial /Residential Mortgages & Investmentin Mortgage Backed Securities – The Company has made an Investment in Right to Property and the amountoutstanding as at 31st March 2015 is Rs. 301.22 million [P.Y. Rs. 427.00 million]

e) Exposure to Capital Market

Particulars 31.03.2015 31.03.2014

(i) direct investment in equity shares, convertible bonds, convertibledebentures and units of equity-oriented mutual funds the corpusof which is not exclusively invested in corporate debt; [Investmentsnet of Provision in diminution] 836.44 787.58

(ii) advances against shares/bonds/debentures or other securities or onclean basis to individuals for investment in shares (including IPOs/ESOPs), convertible bonds, convertible debentures, and units ofequity-oriented mutual funds;

(iii) advances for any other purposes where shares or convertible bondsor convertible debentures or units of equity oriented mutual fundsare taken as primary security;

(iv) advances for any other purposes to the extent secured by the collateralsecurity of shares or convertible bonds or convertible debenturesor units of equity oriented mutual funds i.e. where the primarysecurity other than shares/convertible bonds/convertible debentures/units of equity oriented mutual funds 'does not fully cover theadvances;

(v) secured and unsecured advances to stockbrokers and guarantees issuedon behalf of stockbrokers and market makers;

(vi) loans sanctioned to corporates against the security of shares/bonds/debentures or other securities or on clean basis for meeting promoter'scontribution to the equity of new companies in anticipation of raisingresources;


77



(vii) bridge loans to companies against expected equity flows/issues;

(viii) all exposures to Venture Capital Funds (both registered andunregistered)

Total Exposure to Capital Market 836.44 787.58

f) Provisions and Contingencies(Rs. in Million)

Break up of 'Provisions and Contingencies' shown under the 31.03.2015 31.03.2014head Expenditure in Profit and Loss Account

Provisions for depreciation on Investment 58.34 25.02Provision towards NPA 0.04 0.17Provision made towards Income tax 380.00 430.00Other Provision and Contingencies (with details) — —Provision for Standard Assets — —

g) Concentration of Deposits, Advances, Exposures and NPA’s(Rs. in Million)

Concentration of Deposits (for deposits taking NBFCs) 31.03.2015 31.03.2014

Total Deposits of twenty largest depositors 6.31 13.10Percentage of Deposits of twenty largest depositors toTotal Deposits of the NBFC 0.04% 0.08%

(Rs. in Million)Concentration of Advances [Top 20 borrowers] 31.03.2015 31.03.2014

Gross Advances 20.31 26.35Provision towards Advances 10.17 13.63Net Advances @ # 10.14 12.62Percentage of Advances of twenty largest borrowers to Total Exposure 100% 100%

@ Includes net NPA Advances of Rs. 5.77 million (Previous Year Rs. 8.27 million)# Advances excludes Advance & Loans to Staff and Receivables.

(Rs. in Million)Concentration of Exposures 31.03.2015 31.03.2014

Total Exposures to twenty largest borrowers/Customers 16.45 25.73Percentage of Exposure to twenty largest borrowers/Customers toTotal Exposure of the NBFC on borrowers/Customers 0.10% 0.15%

(Rs. in Million)Concentration of NPAs –[Top 4 NPA s based on Net Advances] 31.03.2015 31.03.2014

Gross Advances 11.54 16.54Provision towards Advances 5.77 8.27Net Advances # 5.77 8.27

# Advances excludes Advance & Loans to Staff and Receivables.

78



h) Sector – wise NPAs

Sl. Sector Percentage of NPAs toNo. Total Advances in that sector

1 Agriculture & allied activities —

2 MSME —

3 Corporate borrowers 96.90%

4 Services —

5 Unsecured personal loans# —

6 Auto loans —

7 Other personal loans 7.19%

# Excludes Staff Advances & Receivables.

i) Movement in NPAs (Rs. in Million)

Particulars 31.03.2015 31.03.2014

(i) Net NPAs to Net Advances (%) 4.84% 5.43%

(ii) Movement of NPAs (Gross)

(a) Opening balance 182.07 183.30

(b) Additions during the year 0.21 0.36

(c) Reductions during the year 6.85 1.59

(d) Closing balance @ 175.43 182.07

(iii) Movement of Net NPAs





(iv) Movement of provisions for NPAs(excluding provisions on standard assets)





@ Includes Net advances of Rs. 5.77 million (Previous YearRs. 8.27 million) as disclosed in (g) above. This balancealso includes Staff Loans & Advances and Other Receivables.

j) Customer Complaints

2014-2015 2013-2014

No. of Complaints as at beginning of year 5 3

No. of Complaints received during the year 145 288

No. of Complaints redressed during the year 147 286

No. of Complaints as at end of year 3 5

79


44. Previous year figures have been reclassified to conform to this year’s classification.

Signatures to Notes 1 to 44









80


INDEPENDENT AUDITORS’ REPORT

To the Members of THE PEERLESS GENERAL FINANCE & INVESTMENT COMPANY LIMITED

Report on the Financial Statements

1. We have audited the accompanying Standalone Financial Statements of The Peerless General Finance & InvestmentCompany Limited (the Company), which comprise the Balance Sheet as at 31st March 2015, the Statement ofProfit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policiesand other explanatory information annexed thereto in which are incorporated the returns of Twenty Seven branchesand Offices audited by us and in respect of remaining Branches and Offices not visited by us including those coveredby internal audit, returns of such Branches are taken as certified by the management.

Management’s Responsibility for the Financial Statements

2. 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 financial statements that give a true and fair view ofthe financial position, financial performance and cash flows of the Company in accordance with the accountingprinciples 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 adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit. We havetaken into account the provisions of the Act, the accounting and auditing standards and matters which are requiredto 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 obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks ofmaterial 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 and fair presentation of thefinancial statements that give a true and fair view in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequateinternal financial controls system over financial reporting and the operating effectiveness of such controls. An auditalso includes evaluating the appropriateness of accounting policies used and the reasonableness of the accountingestimates made by 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 qualifiedaudit opinion on the standalone financial statements.

Basis for Qualified Opinion

4. a) Provision for Taxation and matters pending finalisation including those pending resolution, as per Note 26 ofFinancial Statements, effect whereof including on the provisions with respect to these and on the refunds grantedto the Company, as such being not determinable.

81


b) Note 28 of Financial Statements regarding non-transfer/ disclosure of unclaimed deposit to Investor Educationand Protection Fund based on the legal opinion received by the Company; the matter being subjudice and legal,reliance has been placed by us on the said opinion.

c) The Company has furnished the requisite statements, returns, information or particulars required to be furnishedto RBI and has generally complied with the directions/ directives issued by RBI. The aggregate amount of totaldeposits outstanding as per accounting policies followed by the Company as at the last date of year endedi.e., 31st March 2015 as reflected in Note No. 4.1 includes liability for unclaimed/ unpaid deposits andadjustments thereagainst, as specified in Note No. 4.2 and 4.3.

d) The impact of the items in para 4 (a) to 4 (c) above and compliance /impact with/on legal and other requirementshas not been ascertained and accordingly the comments on the adjustments, compliances with respect to thesecannot be made.

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, except for theeffects of the matter described in the Basis for Qualified Opinion paragraph [para 4], the standalone financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2015;

ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

6 As required by the Companies (Auditor’s Report) Order, 2015 (the “Order”), issued by the Central Governmentof India in terms of Section 143(11) of the Companies Act, 2013, and on the basis of such verification of thebooks and records as considered appropriate and available and according to the information and explanations givento us, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said order.

7 During the course of our examination of books of account, certain matters noticed by us are to be reported toRBI as at year end by a separate report dealing with matters which includes non-fulfillment of certain proceduralaspects of normal business operations in branches and non-payment of interest on delay in payment of maturityamounts in certain cases. As informed, the above matters are being closely monitored by the management andsteps are being taken for ensuring compliances.

8. As required by Section 143(3) of the Act, except for the points described in the Basis for Qualified Opinion Paragraphwe report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief 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 appearsfrom our examination of those books and proper returns adequate for the purposes of our audit have beenreceived from the branches not visited by us.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by thisreport are in agreement with the books of account and with the returns received from the branches not visitedby us.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

82


Place : Kolkata

Dated : June 27th, 2015.

For Mukund M. Chitale & Co.Chartered Accountants

Firm Registration No. 106655W

M. M. ChitalePartner

Membership No. 14054

(e) On the basis of written representations received from directors as on 31st March 2015 and taken on recordby the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointedas director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us we report that:

i) The Company has disclosed the impact of pending litigations on its financial position in its financialstatements to the extent determinable/ascertainable – Refer Note 26, 28 and 30 to the financial statements.

ii) The Company does not have any long term contracts including derivative contracts for which there areany material foreseeable losses.

iii) Except to the extent mentioned in Basis of qualified opinion in para 4 (b) relating to a subjudice matterof non-transfer of amounts to Investor Education and Protection fund, there has been no delay in transferringamounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

83


ANNEXURE TO THE AUDITORS’ REPORT –Statement on the matters specified in paragraphs 3 and 4 of Companies (Auditor’sReport) Order, 2015

(Referred to in paragraph 6 of our Audit Report of even date)

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situationsof fixed assets, except for certain particulars in respect of computer, furniture & fixture and other office applianceswhich were under process of being compiled.

b) According to information and explanations given to us, fixed assets of the Company are being physicallyverified according to a phased programme of verification so as to verify all assets within a period of threeyears, which in our opinion, is reasonable having regard to the size of the Company and the nature of itsfixed assets. As informed, during the year no material discrepancies to the extent reconciled with the recordsavailable in this respect were noticed on such verifications.

ii) a) As informed, physical verification of inventories has been carried out as at the year end. In our opinion andaccording to the information and explanations given to us, the frequency of such verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedure of physicalverification of inventory followed by the management is reasonable and adequate in relation to the size ofthe Company and nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintainingproper records of inventory. Discrepancies as and when reconciled and ascertained are adjusted in the accounts.As informed, no material discrepancies were noticed on such verifications.

iii) According to the information and explanations given to us, the company has not granted any loans, securedor unsecured to companies, firms or other parties covered in the register maintained under section 189 of theCompanies Act, 2013. Accordingly, the provisions relating to same contained in Clause (iii) (a) to (b) of theOrder are not applicable.

iv) In our opinion and as per the information and explanations given to us, the internal control procedures for thepurchase of inventory and fixed assets and for sale of services are commensurate with the size of the Companyand the nature of its business. During the course of our audit, we have not observed any continuing failure onthe part of the management to correct major weaknesses in internal control system in relation to the purchaseof inventory and fixed assets and for sale of services.

v) As informed, the Company being a Residuary Non Banking Company and accepting deposits in the form ofsubscriptions in earlier years and based on legal opinion received by the Company on which reliance has beenplaced by us, the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013and rules framed there under (erstwhile Section 58A, 58AA of the Companies Act, 1956 and the rules framedthereunder) are not applicable to the Company.

vi) According to information and explanations given to us, the Central Government has not prescribed maintenanceof cost records under of sub-section (1) of Section 148 of the Act.

vii) a) According to the information and explanations given to us and subject to note 26 of Financial Statements(relating to Income tax etc.), note 28 of Financial Statements (relating to a subjudice matter of non-transferof amounts to Investor Education and Protection fund ), the Company is generally regular in depositing withappropriate authorities undisputed statutory dues including Provident Fund , Employees’ State Insurance, IncomeTax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues applicableto it as per the available records as far as ascertained by us on our verification.

Subject to note 28 of Financial Statements and according to the information and explanations given to us,there were no undisputed amounts payable in respect of outstanding statutory dues as aforesaid as at 31stMarch 2015 for a period of more than six months from the date they became payable.

84


b) Having regard to note 26 of Financial Statements (relating to Income tax etc.), note 28 of Financial Statements(relating to a subjudice matter of non-transfer of amounts to Investor Education and Protection Fund) andaccording to the information and explanations given to us, dues in respect of Sales tax, Income tax, Customduty, Wealth tax, Service tax, Excise duty, and Cess that have not been deposited with the appropriate authoritieson account of any dispute are as under:

Name of Nature of Amount Period to which Forum wherethe Statute Tax (Rs. in Million) the amount relates dispute is pending

Income Tax Income Tax Rs. 0.49 For the assessment CIT (Appeals)Act, 1961 year 2008-2009



Wealth Tax Act Wealth Tax Rs. 18.87 For assessment Assessing Officeryears 1984-85 to1992-93 and 1998-99

Service Tax Service Tax Rs. 142.06 For financial year Commissioner2004-05 to 2012-13 of Service Tax

c) Having regard to note 28 of Financial Statements (relating to a subjudice matter of non-transfer of amountsto Investor Education and Protection Fund), there are no amounts due as on 31st March 2015 which arerequired to be transferred to investor education and protection fund in accordance with the relevant provisionsof Companies Act, 2013 and rules.

viii) Based on the financial statements covered pursuant to this report, the Company has no accumulated losses asat the year ended 31st March 2015 and has not incurred cash losses during the current financial year and theimmediately preceding financial year.

ix) According to information and explanation provided to us, the Company has not defaulted in repayment of duesto Financial Institutions, banks or debenture holders.

x) According to the information and explanations given to us, the Company has not given any guarantee for loanstaken by others from bank or financial institutions and accordingly, the provisions of clause 3(x) of the Order arenot applicable to the Company.

xi) According to the information and explanations given to us, no term loans have been obtained by the Company.Subscriptions from Certificate-Holders received in earlier years were in course of normal business operations ofthe Company.

xii) During the course of our examination of books of account, as far as records/details made available and verifiedby us, we have neither come across any incidence of fraud on or by the Company, nor have we been informedof any such cases by the management.

Place : Kolkata






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Schedule to the Balance Sheet as at 31.03.2015 ofThe Peerless General Finance & Investment Company Limited[as required in terms of Paragraph 13 of Non-Banking Financial (Deposit Accepting or Holding) Companies, Prudential

Norms (Reserve Bank) Directions, 2007]

(Rs. in Lakh)

Particulars

Liabilities side :

(1) Loans and advances availed by the NBFCs Amount Amount

inclusive of interest accrued thereon but not paid outstanding overdue

(a) Debenture : Secured — —

: Unsecured — —

(other than falling within the

meaning of public deposits*)

(b) Deferred Credits — —

(c) Term Loans — —

(d) Inter-corporate loans and borrowings — —

(e) Commercial Paper — —

(f) Public Deposits* 157,036 —

(g) Other Loans (Specify nature) —

*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 debentures — —

(b) In the form of partly secured — —

debentures i.e., debentures where there

is a shortfall in the value of security

(c) Other public deposits 157,036 —

*Please see Note 1 below

88


(Rs. in Lakh)

Asset side :

Amount outstanding

(3) Break-up of Loans and advances including bills receivables

[other than those included in (4) below] :*

(a) Secured 893

(b) Unsecured 334

(4) Brak-up of Leased Assets and stock on hire and

other Assets counting towards AFC activities

(i) Lease assets including lease rentals under

sundry debtors :

(a) Financial lease —

(b) Operating lease —

(ii) Stock on hire including the hire charges under

sundry debtors:

(a) Assets on hire —

(b) Repossessed assets —

(iii) Other loans counting towards

AFC activities:

(a) Loans where assets have been repossessed —

(b) Loans other than (a) above —

(5) Break-up of Investments

Current Investments

1. Quoted

(i) Shares :(a) Equity 778

(b) Preference —

(ii) Debentures and Bonds —

(iii) Units of Mutual Funds —

(iv) Government Securities —

(v) Others (please specify) —

Gold ETF 375

E-Silver 104

2. Unquoted

(i) Shares :(a) Equity —

(b) Preference —

(ii) Debentures and Bonds —

(iii) Units of Mutual Funds 27,116

(iv) Government Securities —

(v) Others (please specify) —

Fixed Deposit 99,552

Right to Property 3,012

* Does not includes Interest Accrued on Investment, etc

89


(6) Borrower group-wise classification of assets financed

as in (3) and (4) above :

Please see note 2 below

Category Amount net of provisions

Secured Unsecured Total

1. Related Parties**

(a) Subsidiaries — — —

(b) Companies in the same group — — —

(c) Others related parties — — —

2. Other than related parties 893 334 1,227

Total 893 334 1,227

(7) Investor group-wise classification of all investments (current and

long term) in shares and securities (both quoted and unquoted)

Please see note 3 below

Category Market value/ Book valueBreak up or (Net of

fair value or NAV Provisions)

1. Related Parties**(a) Subsidiaries 26,083 28,242(b) Companies in the same group 4,382 66(c) Other related parties — —

2. Other than related parties 281,493 279,295

Total 311,958 307,603

** As per Accounting Standard of ICAI (please see Note 3)

Long Term Investments1. Quoted :(i) Shares :(a) Equity 3,994

(b)Preference 893(ii) Debentures and Bonds —(iii) Units of Mutual Funds —(iv) Government Securities —(v) Others (please specify) —

2. Unquoted :(i) Shares :(a) Equity 25,527

(b) Preference 900(ii) Debentures and Bonds 101,450(iii) Units of Mutual Funds 1,600(iv) Government Securities 42,302(v) Others (please specify) —

Right to Property —

(Rs. in Lakh)

Asset side :

Amount outstanding

90


(8) Other information

Particulars Amount

i) Gross Non-Performing Assets 1,754

a) Related parties —

b) Other than related parties 1,754

ii) Net Non-Performing Assets 59

a) Related parties —

b) Other than related parties 59

iii) Assets acquired in satisfaction of debt —

Notes :

1. As defined in Paragraph 2(1)(xii) of the Non-Banking Financial Companies Acceptance of Public Deposit(Reserve Bank) Directions, 1998

2 Provisioning norms shall be applicable as prescribed in the Non-Banking Financial (Deposit Accepting orHolding) Companies, Prudential Norms (Reserve Bank) Directions, 2007

3 All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation ofinvestments and other assets as also acquired in satisfaction of debt.However,market value in respect ofquoted investments and break up/fair value/NAV in respect of Unquoted investments should be disclosedirrespective of whether they are classified as long term or current in (4) above.

(Rs. in Lakh)

91


CONSOLIDATEDFINANCIAL STATEMENTS

Page

Balance Sheet 92

Statement of Profit and Loss 93

Cash Flow Statement 94

Notes on Accounts 96

Independent Auditors’ Report 135

92


(Rs. in Million)

Particulars Note No. Figures as at31.03.2015

I EQUITY AND LIABILITIES

(1) Shareholders' Funds(a) Share Capital 2 331.56(b) Reserves and Surplus 3 15,865.01

(2) Share Application Money Pending Allotment —

(3) Minority Interest 30.72

(4) Non-Current Liabilities(a) Deposit from Public 4 0.09(b) Long Term Borrowings 5 122.80(c) Deferred Tax Liabilities (Net) 38 10.52(d) Other Long Term Liabilities 6 30.30(e) Long Term Provisions 7 155.83

(5) Current Liabilities(a) Short Term Borrowings 8 62.99(b) Deposit from Public 4 15,703.52(c) Trade Payables 9 303.19(d) Other Current Liabilities 10 1,358.86(e) Short Term Provisions 11 401.99

TOTAL 34,377.38

II ASSETS

(1) Non-Current Assets(a) Fixed Assets 12

(i) Tangible Assets 1,284.69(ii) Intangible Assets 19.77(iii) Capital Work in Progress 40.63

(b) Deferred Tax Assets (Net) 38 20.19(c) Non-Current Investments 13 13,386.14(d) Long Term Loans and Advances 14 1,018.41(e) Other Non-Current Assets 15 91.58

(2) Current Assets(a) Current Investments 13 15,377.16(b) Inventories 16 572.12(c) Trade Receivable 17 222.36(d) Cash and Cash Equivalents 18 1,277.31(e) Short-Term Loans and Advances 19 441.22(f) Other Current Assets 20 625.80

TOTAL 34,377.38







CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEET AS AT 31ST MARCH 2015



93


CONSOLIDATED FINANCIAL STATEMENTSSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

(Rs. in Million)

Particulars Note No. For the year ended31.03.2015

I Revenue from Operations 21 4,866.92

II Other Income 22 303.96

III Total Revenue (I+II) 5,170.88

IV ExpensesCost of Materials Consumed 436.67Purchase of Stock in Trade/Materials 200.56Changes in Inventories 23 16.30Interest to Certificateholders 4.29Employee Benefits Expense 24 1,296.88Finance Costs 25 30.53Provision for Doubtful Debts, Receivables and Investments 26 83.35Amortisation of Premium - Govt.Securities/Bonds/Debentures 31.38Depreciation and Amortisation 27 283.69Other Expenses 28 1,506.13

Total Expenses 3,889.78

V Profit before Prior Period Adjustments and tax (III-IV) 1,281.10

VI Prior Period Adjustments (1.10)

VII Profit before tax (V + VI) 1,280.00

VIII Tax Expenses(I) Current Tax 437.90(II) Tax of Earlier Years 8.12(III) Deferred Tax (19.96)

426.06

IX Profit for the year (before adjustment forMinority Interest) (VII - VIII) 853.94

X Add: Share of Loss transferred to Minority Interest 0.39

XI Profit for the year (after adjustment for Minority 854.33Interest) carried forward to Balance Sheet (IX + X)

Basic & Diluted Earnings per Equity Share in Rs. 257.67(Face Value of Rs. 100/- per Equity Share)









94



CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

(Rs. in Million)

PARTICULARS For the year ended31.03.2015

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Taxation 1,280.00Adjustments for :Interest to Certificateholders 4.29Depreciation & Amortisation 283.69Finance Cost 25.21Provision for Diminution in Value of Investment 77.10Provision for Doubtful Debts and Receivables 5.43Amortisation of Premium - Government Securities/Bonds/Debentures 31.38Provision for contingencies against Standard Assets 0.82Prior Period Adjustments 1.10Profit on Sale of Fixed Assets (3.03)(Profit)/Loss on Sale of Investments (203.53)Interest (2,184.52)Dividend (186.86)Gains from Actuarial Valuation (0.06)Other non-operating income (2.04)Advances/Branch & Other Office Adjustments Written Off 14.56Provisions/Liability no longer required written back (58.29) (2,194.75)

OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES (914.75)

Adjustments for :Increase/(Decrease) in Deposits from Public (911.21)(Increase)/Decrease in Current & Non-Current Assets (291.97)(Increase)/Decrease in Inventories (68.00)Increase/(Decrease) in Current & Non-Current Liabilities (24.12) (1,295.30)

CASH (UTILISED IN)/GENERATED FROM OPERATIONS (2,210.05)

Direct Tax Refund/(Paid) (441.97)Interest received 2,050.98Dividend received 160.32Non Operating Income 2.33 1,771.66

NET CASH (USED IN)/GENERATED FROM OPERATING ACTIVITIES (A) (438.39)

CASH FLOW FROM INVESTING ACTIVITIESSale of Fixed Assets 2.17Purchase of Fixed Assets (135.17)Capital Advance (6.09)Investments (Net) :

Long-Term 172.40Current 819.44

Dividend Income 6.95Interest Income 72.11

NET CASH (USED IN)/GENERATED FROM INVESTING ACTIVITIES (B) 931.81

95



CASH FLOW (Contd.)

(Rs. in Million)

PARTICULARS For the year ended31.03.2015

CASH FLOW FROM FINANCING ACTIVITIESDividend paid (including Tax on Dividend) (322.24)Proceeds from Borrowings 11.60Repayment of Borrowings (72.75)Interest Paid (32.99)Government Grant recd 1.85Interest Received on Govt. Grant 0.04Contribution to Gratuity Fund (2.03)

NET CASH (USED IN)/GENERATED FROMFINANCING ACTIVITIES (C) (416.52)

NET INCREASE/(DECREASE) IN CASH ANDCASH EQUIVALENTS (A+B+C) 76.90

CASH AND CASH EQUIVALENTS (OPENING BALANCE) 936.09

CASH AND CASH EQUIVALENTS (CLOSING BALANCE) - NOTE 1 1,012.99

NOTE 1 : CASH AND CASH EQUIVALENTS COMPRISE :Cash in hand 31.35Cheques/Demand Drafts in hand 1.43Stamps in Hand 0.19Bank Balance with Scheduled bank in Current Accounts, Unpaid Dividend Accounts &Fixed Deposits with Bank having Maturity of less than 3 months 980.02

CLOSING CASH AND CASH EQUIVALENTS 1,012.99









96


NOTES TO THE CONSOLIDATED FIANANCIAL STATEMENTS

NOTE – 1: SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of preparation of Consolidated Financial Statements

The consolidated financial statements of The Peerless General Finance & Investment Company Limited (‘Peerless’or ‘the Company’) and its subsidiary companies (collectively known as “The Group”) and jointly controlled entityhave been prepared under the historical cost convention, on the accrual basis of accounting and in accordancewith generally accepted accounting principles (‘GAAP’) prevalent in India and the mandatory AccountingStandards specified under section 133 of the Act, read with rule 7 of the Companies (Account) Rules, 2014as adopted consistently by the company and the relevant provisions of the Companies Act 2013 (to the extentnotified and applicable).

1.2 Principles of Consolidation

1.2.1 The consolidated financial statements of the group have been prepared in accordance with the AccountingStandard 21 ‘Consolidated Financial Statements’ notified by the Companies (Accounting Standards) Rules, 2006(as amended) and the relevant provisions of the Companies Act, 2013.

1.2.2 The consolidated financial statements have been prepared using uniform accounting policies for like transactionsand other events in similar circumstances and are presented, to the extent possible, in the same manner as theCompany’s separate financial statements.

1.2.3 The financial statements of the Company and its subsidiaries have been combined on a line-by-line basis byadding together the book values of like items of assets, liabilities, income and expenses after eliminating all intragroup transactions, balances and unrealised profits and losses on transactions.

1.2.4 The excess of cost to the Company of its investments in subsidiary companies over its share of the equity ofthe subsidiary companies at the dates on which the investments in the subsidiary companies are made, is recognisedas ‘Goodwill’ being an asset in the consolidated financial statements. However , where the share of equity inthe subsidiary companies as on the date of investment is in excess of cost of investments of the Group, it isrecognised as ‘Capital Reserve’ and shown under the head ‘Reserves & Surplus’ in the Consolidated FinancialStatements.

1.2.5 Goodwill arising out of acquisition of subsidiary companies is subjected to impairment testing as at each balancesheet date & book value in excess of recoverable value is charged to Statement of Profit & Loss.

1.2.6 Minority interest in the net assets of the subsidiaries consist of the amount of equity attributable to the minorityshareholders at the date on which investments in the subsidiary companies were made and further movementsin their share in the equity, subsequent to the dates of investments. Net profit/loss for the year of the subsidiariesattributable to minority interest is identified and adjusted against the profit after tax of the Group in order toarrive at the profit attributable to shareholders of the Company.

1.2.7 All assets and liabilities have been classified as Current and Non current as per the Group’s normal operatingcycle and other criterion set out in the Schedule III to the Companies Act, 2013.

1.2.8 The companies considered in the consolidated financial statements are listed below:

Sl. Name of the Company Proportion of ownership interestNo. either directly or indirectly *

As at 31.03.2015

1 Peerless Financial Services Limited (including 1.54% through subsidiary) 94.11%2 Peerless Securities Limited 97.54%3 Peerless Financial Products Distribution Limited 100.00%4 Peerless Hotels Limited 99.95%5 Peerless Hospitals Hospitex & Research Centre Limited (including 0.40% through subsidiary) 91.93%6 Peerless Funds Management Limited 99.99%7 Peerless Trust Management Limited 99.97%8 Bengal Peerless Housing Development Co. Limited 36.70%9 Peerless Commodities Limited – Subsidiary of Peerless Securities Limited 98.60%

* Based on the basis of number of equity shares held in each subsidiary.

97


1.3 Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accountingprinciples requires management of the Group to make estimates and assumptions that affect the reported amountsof assets, liabilities, revenues and expenses and disclosure of contingent liabilities on the date of the financialstatements. The management believes that the estimates used in the preparation of the financial statementsare prudent and reasonable. Actual results may differ from those estimates and are given effect to as and whendetermined.

1.4 Revenue Recognition

Income on account of interest and dividends to the extent considered realisable has been accounted for on accrualbasis. Income in cases where possibility of recovery has been considered to be remote, including on non-performingassets as determined as per Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions, 2007, as amended has been accounted for to the extent realised / since realized (forCompanies registered with RBI as NBFC’s/RNBC’s).

In case of Real Estate Projects revenue is recognised applying percentage completion method on transfer of allsignificant risk and rewards of ownership to the buyers on sufficient assurance of there being no significantuncertainty regarding the amount of consideration thereof and ultimate collection there against. As per percentagecompletion method, the revenue is recognised in proportion to the cost incurred in respect of project under executionsubject to necessary approvals for commencement of project being in place.

Estimated costs for applying the percentage completion method is revised from time to time based on currentcosts and other information available and consequential adjustments are given effect to on such revisions. Lossesif any foreseeable against any contracts are fully provided for as and when ascertained.

Interest Income from financing by way of loan is recognised in terms of the respective agreements with theborrowers.

Revenue comprises of sale of Room, Food & Beverages and related allied services. Discount allowed on saleof room has been deducted from gross proceeds.

Revenue is recognised on accrual basis on rendering of services and sale of Pharmaceutical Products.

Investment management fees are recognised on an accrual basis in accordance with respective terms of contractbetween the Company and Trustee Company and in conformity with the Securities and Exchange Board of India(SEBI) regulations.

Commission on insurance products is recognized on the commencement or renewal of the related policies afterreceipt of necessary approval from the Insurer.

Advisory and Portfolio Management Service fee are recognised on accrual basis in accordance with the respectiveterms of contract with counterparties.

Income from Academic Courses is recognised when there is no significant uncertainty as to the measurabilityor collectability thereof.

Income in respect of Deep Discount Bonds, Commercial Papers, treasury bills and Certificate of Deposits etc.which are redeemable at face value on maturity, is accrued on a year to year basis so that the cost of investmentalong with the income so accrued, is equal to the amount receivable on redemption on maturity date.

1.5 Scheme Expenses

Expenses incurred (inclusive of advertisement / brokerage expense) with respect to schemes of Peerless Mutual

NOTES TO THE CONSOLIDATED FIANANCIAL STATEMENTS (Contd.)

SIGNIFICANT ACCOUNTING POLICIES (Contd.)

98


Fund are charged to profit and loss account unless considered recoverable from the schemes of the Fund inaccordance with the provision under SEBI (Mutual Fund) Regulations, 1996.

1.6 Deposits from public

All amounts received from Certificate-holders including renewal subscription, other than Processing andmaintenance charges as allowed by Reserve Bank of India (RBI), which were credited to income, are accountedfor as Deposit from Public along with interest thereon as accrued from year to year, so as to meet the obligationsto the Certificate-holders on or before maturity in terms of the schemes and/or the directions issued by RBI inthis respect. Repayments to Certificate-holders are reduced therefrom.

Commission, Incentive, Bonus to the field force is provided as payable in terms of the circulars issued by theCompany from time to time. Amounts not considered payable and/or not claimed for a considerable period arewritten back.

Interest to Certificate-holders is provided at the rates or amounts determined in terms of contract entered intowith Certificate-holders depending upon the status of the respective certificates i.e. continued or discontinuedas at the yearend in terms of approval received from RBI and is added to and shown as Deposit from Public.Interest to Certificate-holders on unidentified subscription deposit has been provided for at the contractual rate/minimum rate prescribed by RBI.

1.7 Investments

Long-term investments are carried at cost less provisions for diminution thereagainst other than temporary, asdetermined by the management. Current investments, (determined in accordance with AS-13) other than mutualfund units and investments held as stock-in-trade are carried at the lower of cost or fair/realizable value. Mutualfunds are valued at Net Asset Value.

In respect of the bonds held as investments, which are unquoted or the market value of which are not available,realisable value has been determined considering 'yield to maturity' as prescribed by RBI in case of commercialbanks. Excess of cost over redemption value of long-term securities is amortised over the period of maturity ofthe respective securities.

1.8 Loans and Advances

Classification of loans and advances are made as per the guidelines prescribed by RBI (for Companies registeredwith RBI as NBFCs/RNBCs). Provision against performing (standard) and non-performing assets are made asrequired in terms of Prudential Norms prescribed by RBI. Further, assets which are considered non recoverableare fully provided for/written off.

1.9 Provision for Standard/Non Performing Assets and Doubtful Debts

Provision/write off against loans and advances and investments are made as per the RBI guidelines applicableto the Company (for Companies registered with RBI as NBFCs/RNBCs) unless a higher provision is consideredappropriate by the management. In case of secured loans, the provision against the same is made by consideringthe value of securities as per agreement and other relevant documents and/or information available in this respect.

1.10 Inventories

Inventories, consisting of Project Work in Progress is valued at cost or net realizable value whichever is lower.

Inventory of Raw Materials & Consumables including inventory of food and beverages is valued at lower of costor net realisable value. Cost of Inventories are valued on FIFO basis.



99


1.11 Fixed Assets

Fixed assets are stated at cost of acquisition or construction or at revalued amounts less depreciation. Depreciationon Fixed Assets has been provided on pro-rata basis from the date of addition at the rates specified in ScheduleII of the Companies Act, 2013 as follows:

Furniture & Fixtures and Office Appliances (excluding Computers) – SLM Basis

All Other Fixed Assets – WDV Basis.

Intangible Assets have been amortised on straight line basis over estimated useful life.

Linen Carpet and other furnishing items in case of new project are capitalized as furniture and fixture anddepreciated over 3 years. Subsequent expenditure in this respect are charged to Statement of Profit and Loss.

Pending completion/installation of the Fixed Assets, pre-operative expenses, cost of plant, machineries andequipments to be installed, construction and erection material, and other cost thereof are capitalized and shownunder Capital Work in Progress.

1.12 Foreign Currency Transactions

Foreign currency transactions are recorded on the basis of exchange rates prevailing on the date of their occurrence.Foreign currency monetary assets and liabilities at the period end are translated using closing exchange rates.The loss or gain thereon and also on the exchange differences on settlement of foreign currency transactionsduring the period are recognised as revenue or expenses and are adjusted to the Statement of Profit and Loss.

1.13 Borrowing Costs

Borrowing costs attributable to the acquisition, construction of qualifying assets are capitalised as the part ofthe cost of such assets upto the date when such assets are ready for intended use. A qualifying asset is onethat takes substantial period of time for completion. Other borrowing costs are charged as an expense in theyear in which these are incurred.

1.14 Government Grants

Capital:

Government Grants related to depreciable fixed assets are recognised in the Statement of Profit and Loss inthe year of acquisition of fixed assets by way of reduction in depreciation charge and such fixed assets are shownin the Balance Sheet at a nominal value.

Revenue:

Government grants related to revenue is credited to the Statement of Profit and Loss to the extent of expenditureincurred thereagainst the year and shown separately under Other Income.

1.15 Earnings Per Share

The basic earnings per share are computed by dividing the net profit or loss for the year by the weighted averagenumber of equity shares outstanding during the period.

Number of equity shares used in computing diluted earnings per share comprises the weighted average numberof equity shares which would have been issued on the conversion of all dilutive potential shares. In computingdiluted earnings per share, only potential equity shares that are dilutive are included.



100


1.16 Leases

Lease rentals in respect of operating leases are recognized as expense in the statement of Profit and Loss asper the terms and conditions of the respective agreements.

1.17 Provision for Tax

Provision for Tax is made for current and deferred taxes. Current Tax is provided on the taxable income usingthe applicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing differences,which are capable of reversal in subsequent periods are recognized using tax rates and tax laws, which havebeen enacted or substantively enacted. Deferred tax assets are recognized only to the extent that there is areasonable certainty that sufficient future taxable income will be available against which such deferred tax assetswill be realized. In case of carry forward unabsorbed depreciation and tax losses, deferred tax assets are recognizedonly if there is “virtual certainty” that such deferred tax assets can be realized against future taxable profits.

1.18 Employee Benefits

Employee benefits are accrued in the year services are rendered by the employees.

Contribution to defined contribution schemes such as Provident Fund; Superannuation Fund etc. are recognizedas and when incurred.

Long-term employee benefits such as contribution to gratuity, leave etc. are determined at close of the year atpresent value of the amount payable using actuarial valuation techniques.

Actuarial gain and losses are recognized in the year when they arise.

1.19 Provisions, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a presentobligation as a result of past events, it is probable that there will be an outflow of resources and a reliable estimatecan be made of the amount of the obligation. These are reviewed at each balance sheet date and adjustedto reflect the current best estimate. Contingent Assets are neither recognized nor disclosed in the financialstatements. Contingent liabilities are not provided for and are disclosed by way of notes.

1.20 Impairment of Assets

Fixed assets are reviewed on each balance sheet date for impairment. In case events and circumstances indicateany impairment, recoverable amount of fixed assets is determined and impairment loss is recognized. Theimpairment loss is reversed if there has been change in the recoverable amount and such loss either no longerexists or has decreased.



101


As at 31.03.2015

No. of Shares Rs. in Million

a) Movement of Share Capital:

No. of Shares Outstanding as at01.04.2014 33,15,584 331.56

New Shares issued during the year — —

No. of Shares Outstandingas at 31.03.2015 33,15,584 331.56

As at 31.03.2015

Sl. No. Name of the Shareholder No. of % ofShares Held Shareholding

1 Mr. Sunil Kanti Roy & Mrs. Shikha Roy 742,720 22.40%2 Mr. Jayanta Roy 324,640 9.79%3 Shikha Holdings Private Limited 630,192 19.01%4 Bichitra Holdings Private Limited 327,669 9.88%5 Poddar Projects Limited 218,240 6.58%6 Mr. R. L. Gaggar 179,200 5.40%7 Mr. Tuhin Kanti Ghosh 225,920 6.81%

TOTAL 2,648,581 79.87%

c) Rights, Preferences & Restrictions attached to Shares:

Equity Shares - The Company has one class of equity shares having a par value of Rs. 100 per share. Each shareholderis eligible for one vote per share held. The Dividend proposed by Board of Directors is subject to approval of shareholdersin the ensuing Annual General Meeting. .

(Rs. in Million)

31.03.2015

NOTE - 2 : SHARE CAPITAL

Authorised Capital35,00,000 Equity Shares of Rs. 100/- each 350.00

350.00

Issued, Subscribed & Called up Capital33,15,584 Equity Shares of Rs. 100/- each fully paid up 331.56

TOTAL 331.56

b) Disclosure with respect to Shareholding in excess of 5%:


102


(Rs. in Million)

31.03.2015NOTE - 3 : RESERVES & SURPLUS

(A) Capital Reserve (Including Reserves arising out of Consolidation) 14.65

(B) Revaluation Reserve as at 01.04.14 17.68Less : Transfer to Statement of Profit & Loss - [Note 27] 0.63Less : Transfer to Surplus in Statement of Profit & Loss - [Note 45] 5.13

11.92

(C) Capital Redemption Reserve 0.03

(D) Special Reserve**Opening Balance as at 01.04.14 4,560.03Add: Transfer from Surplus in Statement of Profit & Loss 225.90

4,785.93

(E) General ReserveOpening Balance as at 01.04.14 6,716.67Add: Transfer from Surplus in Statement of Profit & Loss 325.05

7,041.72

(F) Surplus in Statement of Profit & LossOpening Balance as at 01.04.14 4,130.14Add: Profit After Tax for the Year 854.33Add: Transfer from Revaluation Reserves - [Note 45] 5.13

4,989.60

Less :

Transfer to Special Reserve 225.90Transfer to General Reserve 325.05Interim Dividend [Rs. 35 per share] 116.04Dividend Distribution Tax on Interim Dividend 23.20Proposed Final Dividend [ Rs. 55 per share] 182.36Dividend Distribution Tax on Proposed Dividend 40.72Adjustment relating to Fixed Assets (net of Deferred Tax) - [Note 45] 66.44

4,009.89(G) Other Reserves

Government GrantOpening Balance as at 01.04.14 0.16Add: Received during the year 1.70Add: Interest Received 0.04Less: Transfer to Other Income 1.03

0.87

TOTAL OF (A) TO (G) 15,865.01

** Created in accordance with provisions of Section 45-IC of The Reserve Bank of India Act, 1934.


103


(Rs. in Million)31.03.2015

NOTE - 4 : DEPOSIT FROM PUBLIC

4.1 Deposit From Public

Closing Liability as at Year ended 31.03.2015* 15,703.61

* includes liability on account of Unpaid/Unclaimed certificates [also including liability for Returned Money Orders,Stale Cheques and Unidentified Subscription Deposit] Rs. 15,703.52 million.

BREAKUP OF DEPOSIT LIABILITY

NON- CURRENT PORTION 0.09CURRENT PORTION 15,703.52

TOTAL 15,703.61

4.2 The Closing Deposit Liability of Rs. 15,703.61 million, includes liability in respect of Unclaimed/Unpaid Certificatesof Rs. 491.95 million which has been ascertained on the basis of details received from branches or as certifiedby Independent Firm of Chartered Accountants. The said amount is after considering reinvestment /paymentsduring the intervening period which has been considered as provided by management.

Further the liability in respect of Unclaimed/Unpaid Certificates [also including liability for Returned Money Orders,Stale Cheques and Unidentified Subscription Deposit] includes Rs. 99.21 million for which certain particularsare not available.

4.3 Based on exercise of reconciliation of unclaimed/unpaid certificates, carried out by the management during theyear ended 31.03.2015 , Rs. 1.10 million [debit] were ascertained and accordingly has been debited in theStatement of Profit and Loss as Prior Period Adjustments.


NOTE - 5 : LONG TERM BORROWINGS

Term Loan from Bank* 172.80

172.80

Less: Current Portion of Long Term Borrowing [Note 10] 50.00

TOTAL 122.80

* Term Loan from Allahabad Bank 26.80

Security

First Charge : Hypothecation of all tangible movable plant & machinery, equipments purchased out of term loan taken whichshall be brought into or be stored or be in or upon or about the Company's premises & godowns or wherever else the samemay be or be held by any party to the order or disposition of the Company relating to or pertaining to the Company's premisesat 360, Panchasayar, Kolkata-700094 and at 223, Chittaranjan Avenue, Kolkata-700006.

Second Charge : Equitable mortgage of all that piece and parcel of leasehold land at 360, Panchasayar, Kolkata-700094.


104


Terms of Repayment:

In 20 quarterly instalments of Rs 7.25 million each commencing from April 2012 and last instalment falling due on March2017. Interest is being charged at Allahabad Bank's base rate + 2.25% which is 12.50 % as at 31st March, 2015.

* Term Loan from Allahabad Bank 96.00

Security

Secured against equitable mortgage of land measuring 15 cottah 09 chittak at 2,Chowringhee place, and 1st charge onall tangible movable plant & equipments together with other movable assets both present and future.Terms of Repayment:

2016-2017 34.002017-2018 40.002018-2019 22.00

96.00

Interest Rate for the above Term loan is based on Floating Rate which is Bank's Base Rate Plus 1.80% Per Annum (currently12.05%)


NOTE - 7 : LONG-TERM PROVISIONS

Provision for Standard Assets 1.29Provision for Employee Benefits –

Gratuity & Leave Encashment 154.54

TOTAL 155.83


NOTE - 6 : OTHER LONG-TERM LIABILITIES

Security Deposit 10.85Other Liabilities 19.45

TOTAL 30.30


NOTE - 8 : SHORT TERM BORROWINGS

Loan Repayable on Demand 62.99

TOTAL 62.99

From Allahabad Bank 47.99Secured by way of hypothecation of inventories, book debts, outstanding monies, receivables,claims,bills,contractsengagement and securities etc. of the Company

From HDFC Bank 15.00Partly secured against lien of Fixed Deposits with Bank


105



NOTE - 9 : TRADE PAYABLESPayables for Goods & Services 215.12Payable to Clients 22.97Agents Commission 7.61Others 57.49

TOTAL 303.19


NOTE - 10: OTHER CURRENT LIABILITIESAdvance towards Sale of Right to Property - Investment 69.18Advance against sale of Flat - Construction project 28.85Income Received in Advance/Advance from Customers 860.12Unclaimed/Unpaid Dividends @ 75.93Security/Other Deposit 22.10Statutory Liabilities 31.33Liability for Expenses

Due to 'Micro, Small & Medium Enterprises' 0.01Others # 122.01

Branch and Other Office Adjustments (Net) 0.26Amount Payable to Insurance Companies 27.60Payable on account of Purchase of Fixed Assets 3.08Margin Money Clients 12.02Current maturities of Long Term Debt [Note 5] 50.00Interest Accrued but not due 0.28Interest Accrued and Due 1.87Other Liabilities 54.22

TOTAL 1,358.86

# Also includes amount of Rs. 30.75 million due to related parties.@ There are no amounts due for payment to the Investor Education & Protection Fund on account of Unclaimed Dividend

under Section 205C of the Companies Act, 1956 [Section 125 of the Companies Act, 2013] as at the year end.

(Rs. in Million)

31.03.2015NOTE - 11 : SHORT-TERM PROVISIONSProvision for Employee Benefits -

Gratuity & Leave Encashment 36.60Provision for Standard Assets 0.55Proposed Dividend 182.36Dividend Distribution Tax 40.72Provision for Income Tax 131.76Provision for Expenses* 10.00

TOTAL 401.99

*Provision for Expenses represents claims by certain employees not acknowledged by the company pending resolution onthe matter by the labour court and determination of the amount thereof. Carrying amount in this respect at the end of theyear is Rs.10 millions. Rs. 1.42 million has been created during the year and Rs. 2.40 million has been paid during the year.[Note 43]


106


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107


NOTE - 13 : INVESTMENTS – CURRENT AND NON-CURRENT INVESTMENTS

As at31 March,15(Rs. in Million)

(A) INVESTMENTS – CURRENT* :

I] Investment in Fixed Deposits 5,780.96II] Investment in Mutual Funds 3,458.22

III] Investment in Gold ETF 43.34IV] Investment in E-Silver 16.12V] Investment in Shares 192.69

VI] Investment in Debentures 851.68VII] Investment in Bonds 2,138.28

VIII] Investment in Government Securities 3,000.70IX] Investment in Right to Property 301.22

15,783.21Less: Provision for Diminution in Value of Investments 406.05

TOTAL 15,377.16

(B) INVESTMENTS – NON-CURRENT*

I] Investment in Fixed Deposits 4,174.23II] Investment in Mutual Funds 160.00

III] Investment in Shares 610.98IV] Investment in Debentures 1,249.32V] Investment in Bonds 6,053.60

VI] Investment in Government Securities 1,229.50

13,477.63Less: Provision for Diminution in Value of Investments 91.49

TOTAL 13,386.14

GRAND TOTAL 28,763.30

* Classification as per Schedule III requirements.

Book Value Market Value(Net of Provisions)

(Rs. In Million) (Rs. In Million)

Aggregate Quoted Investments 658.40 685.18

Aggregate of Investments listed but not quoted 14,238.41

Aggregate of Unquoted Investments 13,866.49

Current Year Total 28,763.30


108


(I) - (A) INVESTMENT IN FIXED DEPOSITS

— CURRENT


Description Face Value Book Value

31.03.2015 31.03.2015(Rs.in Million) (Rs.in Million)

Fixed Deposits with Scheduled Banks # $ 5,157.72Fixed Deposits with NBFC's - HDFC Ltd 623.24

TOTAL (I) (A) 5,780.96

(I) - (B) INVESTMENT IN FIXED DEPOSITS

— NON-CURRENT


Description Face Value Book Value

31.03.2015 31.03.2015(Rs.in Million) (Rs.in Million)

Fixed Deposits with Scheduled Banks * # $ 2,679.10Fixed Deposits with NBFC's - HDFC Ltd &Mahindra & Mahindra Financial Services Ltd 1,495.13

TOTAL (I) (B) 4,174.23

$ Includes Rs. 7,781.84 millions earmarked under an escrow account as security amount towards repayment of Liabilitytowards depositors. [Note 29]

* Also includes amount Rs. 3.51 millions invested as per the order of Hon'ble High Court of Calcutta. [Refer NoteNo. 32].

# Also includes fixed deposits amounting to Rs. 0.87 millions which have been kept as margin money for BankGuarantee availed from Bank.

NOTE - 13 (Contd.)


109


(II) (A) INVESTMENTS IN MUTUAL FUNDS (UNQUOTED)

— CURRENT


Description No. of Units Book Value

31.03.2015 31.03.2015(Rs.in Million)

Birla Sun Life Govt. Securities Long Term Growth - Regular Plan 2,401,479.31 100.00

Birla Sun Life Income Plus Growth Regular Plan 1,616,297.10 100.00

ICICI Prudential Gilt Invest PF Plan - Growth 1,816,042.19 50.00

ICICI Prudential Income Plan - Regular Growth 3,465,675.85 150.00

Reliance Growth Fund - Growth Plan - Growth Option 39,301.91 30.00

Reliance Vision Fund - Growth Plan - Growth Option 67,338.59 30.00

Reliance Floating Rate Fund - Short Term Plan Growth 9,547,815.46 200.00

Birla Sun Life Frontline Equity Fund - Growth 190,262.22 30.00

HDFC Top 200 Fund - Growth 27,237.05 10.00

HDFC Gilt Fund Long Term - Growth 1,756,524.61 50.00

HDFC High Int. Fund - Dynamic Growth 2,115,231.54 100.00

SBI Magnum Multicap Fund - Growth 311,561.42 10.00

SBI Magnum Gilt Fund - Long Term - Growth -Regular Plan 3,293,720.85 100.00

Franklin India Govt. Securities Fund - Long Term Plan - Growth 3,041,085.06 100.00

UTI-Gilt Advantage Fund - LTP - Growth 1,639,204.53 50.00

Canara Rebeco Short Term Regular Monthly Dividend Fund 19,702,327.67 200.00

Dsp Blackrock Liquidity Fund - FMP Series - 154 317,500.00 3.18

DWS Insta Cash Plus Fund - Daily Dividend Reinvestment 499,217.02 50.07

HSBC Cash Fund - Daily Div. 50,047.18 50.08

IDBI Liquid Fund - Daily Dividend Reinvestment 49,823.02 50.08

Kotak FMP Series 154 - Dividend 5,000,000.00 50.00

Kotak Liquid (Inst. Premium) -Daily Dividend 40,955.68 50.08

Peerless Flexible Income Fund - Quarterly Dividend 9,026,411.28 100.00

Peerless Short Term Fund - Monthly Dividend 18,200,680.71 200.00

Peerless Ultra Short Term Fund - Direct Plan - Daily Dividend 398,117.92 400.77

Peerless Short Term Fund Quarterly Dividend Reinvestment 3,152,420.01 36.00

Peerless Ultra Short Term Fund - Regular Plan Daily Dividend 289,460.82 291.05

Peerless Liquid Fund - Regular Plan Daily Dividend 35,945.05 55.13

Peerless Short Term Fund 316,842.73 5.00

Peerless Equity Fund 2,693,475.06 43.06

Peerless Flexible Income Fund 8,484,283.36 101.44

Peerless Ultra Short Term Fund 95,781.94 148.20

Peerless MF Child Plan 90,581.35 1.30

Peerless Income Plus Fund 329,663.08 5.00

Peerless Flexible Income Fund 4,775,615.67 57.29

Principal Debt Opportunities Fund Daily Div. 150,017.74 150.25

Principal Pnb Fixed Maturity Plan - Series B15-377 days - Regular 5,000,000.00 50.00

Peerless Liquid Fund - Direct Plan - Daily Div. 99,972.96 100.10

Religare Invesco Liquid Fund - Daily Div. 50,016.25 50.07

Tata Fixed Maturity Plan Series 47 Scheme D - Plan A - Dividend 5,000,000.00 50.00

Taurus Liquid Fund - Existing Plan - Super Instt. Daily Div. 50,056.77 50.07

TOTAL (II) (A) 3,458.22

NOTE - 13 (Contd.)


110


NOTE - 13 (Contd.)

(II) (B) INVESTMENTS IN MUTUAL FUNDS (UNQUOTED)

— NON-CURRENT



31.03.2015 31.03.2015(Rs.in Million)

DSP BR Small and Mid Cap Fund - Regular Plan- Growth 1,141,314.86 40.00

L&T Equity Fund - Growth 315,422.59 20.00

Peerless Equity Fund Growth 3,095,082.90 50.00

Kotak Opportunities Fund - Growth - Regular Plan 625,871.79 50.00

TOTAL (II) (B) 160.00

TOTAL OF INVESTMENTS IN MUTUAL FUNDS 3,618.22

(III) INVESTMENT IN GOLD ETF

— CURRENT



31.03.2015 31.03.2015(Rs.in Million)

SBIGETS Gold ETF 4,000 11.25

UTI Mutual Fund Gold ETF 7,000 19.53

GoldmanSach Mutual Fund Gold ETF 4,500 12.56

TOTAL (III) (A) 43.34

(IV) INVESTMENT IN SILVER

— CURRENT



31.03.2015 31.03.2015(Rs.in Million)

E- Silver * 2,800 16.12

TOTAL (IV) (A) 16.12

* 1 unit = 100 gms, 10 unit = 1 Kg of Silver


111


NOTE - 13 (Contd.)

(V) (A) INVESTMENT IN SHARES

— CURRENT


Equity Shares (Quoted) - Fully Paid

Name of the Company No. of Equity Face Value Book ValueShares per Share 31.03.15

31.03.15 Rs. (Rs.in Million)

ACC Limited 2,575 10 3.51Axis Bank Limited 7,600 2 3.26Bank of Rajasthan Ltd. 50 10 0.03Canara Bank 11,250 10 5.37Engineers India Ltd 18,500 5 5.00Essar Shipping Ltd. * 50 10 0.00FAL Industries Ltd. 9,006 10 0.28The Great Eastern Shipping Co. Ltd. 8,500 10 0.32Gujarat Ambuja Cements Ltd. 75,750 2 2.15HDFC Ltd 7,450 2 8.01HDFC Bank 2,975 2 2.46Hindustan Motors Ltd. 3,100 5 0.17ICICI Bank Ltd. 22,000 2 6.26IFCI Ltd. 900 10 0.04India Cements Ltd. * 150 10 0.00India Glycols Ltd. 16,600 10 1.50Infosys Limited 7,125 5 13.92ITC Limited 1,050 1 0.33ING Vysya Bank Ltd. 4,769 10 0.77Jaiprakash Associates Ltd. 1,825 2 0.04JK Tyre Ltd. 20,500 2 2.79Kotak Mahindra Bank Ltd 2,075 5 2.53Lakshmi Vilas Bank Ltd. 1,550 10 0.27Larsen & Toubro Ltd. 1,170 2 0.34Maharashtra Seamless Ltd. 2,900 5 0.18Nagarjuna Fertilisers & Chemicals Ltd. * 300 10 0.00Reliance Industries Ltd. 2,018 10 0.47Reliance Infrastructure Limited 8,550 10 5.40Sanghi Industries Ltd. 200 10 0.02Soma Textile & Industries Ltd. 200 10 0.01Spentex Industries Ltd. 3,500 10 0.09State Bank of India 93,000 1 6.61Supreme Petrochem Ltd. * 100 10 0.00Tata Consultancy Limited 5,000 1 12.24Tata Iron & Steel Company Ltd. 225 10 0.03Tech Mahindra Limited 10,000 5 6.36Ultratech Cement Ltd. 936 10 0.34Coal India Limited 8,000 2 3.16Snowman Logistics Ltd 452 10 0.02

SUB TOTAL 94.28


112


(V) (A) INVESTMENT IN SHARES (Contd.)

— CURRENT


Others (Unquoted) - Fully Paid

Name of the Company No. of Equity Face Value Book ValueShares per Share 31.03.15


Allahabad Bank 262 10 0.01

Continental Commercial Company Ltd. 15,145 100 1.52

Ohmtron India Ltd. 500 100 0.05

Rajban Sea Food Ltd. * 10 10 0.00

Saraswati Engineering Ltd. 600,000 10 9.90

Travancore Titanium Products Ltd. 192,228 10 86.93

SUB TOTAL 98.41

TOTAL (V) (A) 192.69

* The figures represent amounts rounded off to millions

NOTE - 13 (Contd.)


113


NOTE - 13 (Contd.)

(III) (B) INVESTMENT IN SHARES

— NON-CURRENT


Equity & Preference Shares (Quoted) – Fully Paid

Name of the Company No. of Face Value Book ValueShares per Share 31.03.15


Bank of Baroda 118,750 2 23.00Bharat Heavy Electricals Ltd. 185,000 2 88.30Coal India Ltd. 27,025 10 10.45The Indian Hotels Company Ltd. 16,875 1 1.77Larsen & Toubro Ltd. 21,200 2 26.07Larsen & Toubro Finance Ltd. 100,000 10 5.20LIC Housing Finance Ltd. 65,850 2 16.97Oil & Natural Gas Corporation Ltd. 143,525 5 48.74Punjab National Bank 114,250 2 26.40Reliance Industries Ltd. 100,300 10 105.30State Bank of India 352,325 1 89.92Tata Power Co. Ltd. 202,246 1 24.31Union Bank of India 25,500 10 8.94Shrishti Infrastructure Developent Corp. Ltd 80 10 0.00The Calcutta Stock Exchange Ltd. 250 1 0.00Aban Offshore Ltd. 300 2 0.26Andhra Bank 6,000 10 0.71Bharat Heavy Electricals Ltd. 5,500 2 2.74Central Bank of India 8,000 10 1.49Crompton Greaves Ltd. 13,000 2 4.08East India Hotels Ltd. 38,000 2 4.86Housing Development and Infrastructure Ltd. 5,000 10 0.86Indiabulls Real Estate Ltd. 5,000 2 0.99IDBI Bank Ltd. 13,500 10 2.16IFCI Ltd. 6,500 10 0.40IRB Infrastructure Developers Ltd. 17,450 10 5.42JP Associates Ltd. 14,000 2 1.68JSW Energy Ltd. 26,987 10 2.93NIIT Ltd. 12,000 2 0.80Power Finance Corporation Ltd. 1,250 10 0.31PTC India Ltd. 5,000 10 0.58Punj Lloyd Ltd. 26,000 2 3.23Rural Eletrification Corporation Ltd. 8,500 10 2.58Reliance Capital Ltd. 2,000 10 1.45Reliance Industries Ltd. 800 10 0.87Reliance Infrastructure Ltd. 2,400 10 2.62State Bank of India 17,000 1 4.98Tata Steel Ltd. 700 10 0.27Larsen & Toubro Finance Ltd. - Preference Shares - 8.75% 393,385 10 39.34Larsen & Toubro Finance Ltd. - Preference Shares - 8.40% 500,000 10 50.00

TOTAL (III) (B) 610.98

TOTAL OF INVESTMENT IN SHARES 803.67


114


(VI) (A) INVESTMENT IN DEBENTURE

— CURRENT*


Name of the Company Description No. of Face Value Book ValueDebenture per Debenture 31.03.15


Dewan Housing Finance Corporation $ 10.60% 500 1,000,000 501.56

Dewan Housing Finance Corporation $ 10.80% 100 1,000,000 100.42

IDFC Limited $ 8.85% 50 1,000,000 49.70

Reliance Capital Ltd. 10.40% 200 1,000,000 200.00

TOTAL (VI)(A) 851.68



NOTE - 13 (Contd.)


(IV) (B) INVESTMENT IN DEBENTURE

— NON-CURRENT


Name of the Company Description No. of Face Value Book ValueDebenture per Debenture 31.03.15


Reliance Capital Ltd. 10.00% 250 1,000,000 249.63Reliance Capital Ltd. 9.70% 250 1,000,000 250.00HDB Financial Services Ltd. $ 9.97% 200 1,000,000 201.92HDB Financial Services Ltd. $ 8.54% 50 1,000,000 49.23Aditya Birla Finance Ltd $ 9.75% 150 1,000,000 150.26LIC Housing Finance Limited $ 8.64% 250 1,000,000 247.63Tata Sons Limited $ 9.75% 100 1,000,000 100.65

TOTAL (IV)(B) 1,249.32


115


NOTE - 13 (Contd.)

(VII) (A) INVESTMENT IN BONDS (FULLY PAID UP)

— CURRENT*


Name of the Company Description Nominal Value Book Value31.03.2015 31.03.2015

(Rs.in Million) (Rs.in Million)

Rural Electrification Corporation Ltd. 8.27% 50.00 50.34Power Grid Corporation of India Ltd. $ 10.90% 22.90 22.92Power Grid Corporation of India Ltd. $ 8.90% 50.00 50.13Power Grid Corporation of India Ltd. $ 8.84% 150.00 150.35Power Grid Corporation of India Ltd. (08/07/15) $ 8.64% 100.00 100.05Food Corporation of India Ltd. $ 7.58% 125.00 125.00Bank of Baroda $ 7.45% 100.00 100.00Exim Bank $ 8.45% 100.00 100.00Icici Bank Ltd. $ 7.50% 8.00 7.67Indian Overseas Bank $ 7.25% 500.00 500.00Power Finance Corporation $ 7.60% 100.00 96.12Power Finance Corporation $ 8.70% 300.00 300.07Power Finance Corporation 7.95% 1.00 0.98State Bank of India $ 7.45% 250.00 250.00Hindustan Photofilms Mfg. Co. Ltd. 13.00% 302.49 284.65

SUB - TOTAL - (VII) (A) 2,159.39 2,138.28

*These investments are of long term nature in accordance with categorisation as per AS-13, however these have been reflected under CurrentInvestments (in accordance with Schedule III) as they are due for maturity within a period of one year as at year end.



116


NOTE - 13 (Contd.)

(V) (B) PUBLIC SECTOR BONDS (FULLY PAID UP)

— NON-CURRENT



(Rs. in Million) (Rs. in Million)

Hudco Ltd. 8.51% 300.00 300.00India Infrastructure Finance Company Limited 8.16% 250.00 250.00India Infrastructure Finance Company Limited 7.19% 500.00 489.58Indian Railway Finance Corporation Limited 6.32% 100.00 100.00Indian Railway Finance Corporation Limited 8.00% 141.88 140.61Indian Railway Finance Corporation Limited 7.18% 500.00 483.68Indian Railway Finance Corporation Limited 8.35% 200.00 200.00Indian Railway Finance Corporation Limited 8.23% 500.00 500.00National Highways Authority of India 8.20% 207.56 208.79National Highways Authority of India 8.27% 200.00 200.00National Housing Bank 8.26% 72.19 72.19National Housing Bank 6.87% 500.00 460.45Power Finance Corporation 8.20% 250.00 252.19Power Finance Corporation 7.21% 500.00 504.61Power Grid Corporation of India Ltd. (08/07/16) $ 8.64% 250.00 250.29Punjab National Bank 9.15% 534.00 536.98Rural Electrification Corporation Ltd. 8.18% 500.00 500.27Rural Electrification Corporation Ltd. 7.21% 350.00 352.53Steel Authourity of India Ltd. $ 8.80% 50.00 50.17Vijaya Bank $ 9.25% 200.00 201.26

SUB - TOTAL - (V) (B) 6,105.63 6,053.60

TOTAL OF INVESTMENT IN BONDS 8,191.88


(VIII) (A) INVESTMENT IN GOVT. SECURITIES (FULLY PAID UP)

— CURRENT* $




GOVERNMENT OF INDIA BOND 2015(03/09) 7.38% 2,700.00 2,708.72STATE DEVELOPMENT LOANS 2015 (19/05) 7.77% 291.90 291.98

TOTAL - (VIII) - A 2,991.90 3,000.70

* These investments are of long term nature in accordance with categorisation as per AS-13, however these have been reflected under CurrentInvestments (in accordance with Revised Schedule III) as they are due for maturity within a period of one year as at year end.



117


NOTE - 13 (Contd.)

(VI) (B) INVESTMENT IN GOVT. SECURITIES (FULLY PAID UP)

— NON-CURRENT $




GOVERNMENT OF INDIA BOND 2017(16/04) 7.49% 500.00 492.25GOVERNMENT OF INDIA BOND 2016(17/08) 7.02% 750.00 737.25

TOTAL - (VI) - B 1,250.00 1,229.50

TOTAL OF INVESTMENT IN GOVT. SECURITIES 4,230.20


(IX) (A) INVESTMENT IN RIGHT TO PROPERTY

— CURRENT

— TRADE

Description Book Value31.03.2015

(Rs. in Million)

Right to Property 301.22

TOTAL - (IX) - A 301.22

TOTAL OF NON-CURRENT INVESTMENTS - TRADE - (1) 13,477.63

TOTAL OF CURRENT INVESTMENTS - TRADE - (2) 15,783.21


118



NOTE - 14: LONG-TERM LOANS AND ADVANCES

(Unsecured, unless otherwise stated)(Considered good by Management except to the extent provided for)Loan secured against mortgage/hypothecation of Properties/Shares/Vehicles # 279.71Less : Provided for 4.10 275.61

House Building Loan [Secured against mortgage of properties] 24.16Consumer Durable Loan [Secured against hypothecation of consumer durable items] 1.15Personal Loan to Employees 0.30Security and Other Sundry Deposits 83.53Capital Advance 12.28Earnest Money Deposit 0.64Unsecured loan against Pledge of Shares # 4.16


Advance@ 6.55Less : Provided for 2.05 4.50

Advance Taxes (including Interest Tax , 606.04Wealth Tax and Income Tax Deducted at Source) - net of provisionsPrepaid Expenses 6.04

TOTAL 1,018.41

@ Advance to Related Party of Rs. 1.31 million, which is fully provided for# Loan against pledge of shares includes Rs 50 million given to a company where value of security was Rs 8.34 million ason 31.03.2015. Steps are being taken to obtain additional security pending which such loan to the extent of Rs 41.66million (Rs. 4.16 million reflected above and balance 37.50 million being current portion has been reflected under currentassets as Current maturities - Note 20) has been classified as unsecured loan


NOTE - 15: OTHER NON-CURRENT ASSETS(Unsecured, unless otherwise stated)(Considered good by Management except to the extent provided for)

Accrued Interest on Investments $ 31.99Accrued Interest on Loan to Employees* 38.41Amount Receivable 19.18Long Term Trade Receivables 3.25Less: Provision 3.25 —TDS Refundable 0.34Fixed Deposit with Banks @ 1.25Interest Accrued on Fixed Deposits with Banks 0.41

TOTAL 91.58

$ This represents interest accrued on Investments earmarked in an Escrow Account on account of security towardsAggregate Liability to Depositors (ALD).

* Out of above Rs. 38.37 millions is also secured against mortgage of properties and hypothecation of consumerdurable items.

@ Against Margin money Rs. 0.25 million


119



NOTE - 16: INVENTORIES (AS VALUED AND CERTIFIED BY MANAGEMENT)(Valued at Lower of Cost and Net Realisable Value)

Stock-in-Trade of Medicines 14.05Stores, Spares and Consumables 16.45 30.50Inventories - Quoted Shares 0.02

Work In Progress 305.84Stock of Flats & Commercial Units 138.24 444.08Project Work in Progress 97.52

TOTAL 572.12


NOTE - 18: CASH AND CASH EQUIVALENTS– Cash in hand 31.35– Cheques/Demand Drafts in hand 1.43 32.78Stamps in hand 0.19Bank Balance with Scheduled Banks in Current Account @ $ 271.86Bank Balance for Unpaid Dividend 75.93Fixed Deposit with Banks # 896.55

TOTAL 1,277.31

@ Includes Rs. 18.53 millions kept in an Escrow Bank Account, on account of security towards Aggregate Liability toDepositors (ALD). [Note 29]$ Includes Rs. 0.16 million received against right issue pending utilisation# Includes Fixed Deposit of Rs. 0.20 million kept against margin money

Fixed Deposit with BanksHaving maturity of less than 3 months 632.23Having Maturity of more than 3 months but less than 12 months 264.32

TOTAL 896.55


NOTE - 17 : TRADE RECEIVABLES(Unsecured, unless otherwise stated)(Considered good by Management except to the extent provided for)

Considered Good

Outstanding for Less than Six months 199.19Outstanding for More than Six months 23.17

222.36Considered Doubtful

Outstanding for Less than Six months —Outstanding for More than Six months 3.72

3.72Less: Provision for Doubtful Debts 3.72

—

TOTAL 222.36


120



NOTE - 19: SHORT TERM LOANS AND ADVANCESLOANS & ADVANCES:(Unsecured, unless otherwise stated)(Considered good by Management except to the extent provided for)Loan secured against mortgage/hypothecation of Properties/Shares/Vehicles 13.27Less : Provided for 6.07 7.20

House Building Loan [Secured against mortgage of properties] 10.09Less : Provided for 1.78 8.31

Consumer Durable Loan [Secured against hypothecation of consumer durable items] 2.72Less : Provided for 0.21 2.51

Personal Loan to Employees 0.64Security Deposits 0.33Loan/Deposits to Companies 0.07Advance Taxes (including Interest Tax,Wealth Tax and Income Tax Deducted at Source)- net of provisions 26.63Balance with Government Authority 142.08


Advance @ 222.62Less : Provided for 2.84 219.78

Prepaid Expenses 33.67

TOTAL 441.22

@ Includes Rs. 0.32 million receivable from related parties, out of which Rs. 0.20 million is provided for.


NOTE - 20: OTHER CURRENT ASSETS(Unsecured, unless otherwise stated)(Considered good by Management except to the extent provided for)Stock of printed matters (at cost-as taken, valued and certified by the Management) 0.12Accrued Interest on Investments $ 467.02Accrued Interest on Loan to Employees* 4.57Amount Receivable @ 222.91Less : Provided for 154.10 68.81Current Maturities of Long Term Debts - Secured 17.17Current Maturities of Long Term Debts - Unsecured 37.50Interest Accrued but not Due 30.05Interest Accrued and Due 0.56

TOTAL 625.80

$ Out of above, Rs. 234.09 millions is on account of interest accrued on Investments earmarked in an Escrow Account onaccount of security towards Aggregate Liability to Depositors (ALD).

* Out of above Rs. 4.33 million is also secured against mortgage of properties and hypothecation of consumer durableitems.

@ Includes Rs. 0.50 million receivable from related parties [considered good].


121


(Rs. in Million)

For the year ended31.03.2015

NOTE - 21 : REVENUE FROM OPERATIONS

Interest 2,148.56Dividend 161.92Profit on Sale of Investments 166.37Commission on Insurance Products & Other Financial Products 165.16Revenue from Hospital Services & Related Activities 1,283.64Sale of Services - Hotel Services 310.23Brokerage and Securities related Revenue 108.29Management Fees and Trusteeship Fees 84.98Sale Value of Flats and Commercial Units 376.32Upfront Fees & Charges 3.29Other Operating Income 58.16

TOTAL 4,866.92

a) Interest on Investments :– Investments - Trade : Long-Term 1,142.57

: Current 942.75

Others - On Loan , Collection, etc 63.24

TOTAL 2,148.56

b) Dividend (Gross)Long-Term Investments - Other than Trade 0.14Long-Term Investments - Trade 13.23

Current Investments - Trade– Associates - Mutual Fund 46.72– Others - Shares & Mutual Fund 101.83

TOTAL 161.92

c) Profit/(Loss) on Investments, etc.Profit/(Loss) on Sale of Investments, etc– Trade Investments

Long -Term Investments– Others 72.31

Other Investments– Associates 14.24– Others @ 79.82

TOTAL 166.37


122


NOTE - 21 : REVENUE FROM OPERATIONS (Contd.)

(Rs. in Million)


NOTE - 22 : OTHER INCOME

Interest - Others 35.96Dividend Income 24.94Rent 27.33Profit on Sale of Fixed Assets 3.03Profit on Sale of Investments 37.16Service Fees from Insurance Companies & Others 97.88Provisions/Liabilities no longer required written back 58.29Miscellaneous Income 19.37

TOTAL 303.96

a) Interest - Others:Income Tax Refund 1.95Employee Loans 3.96Fixed Deposit with Banks 29.05On Current Investments 0.14On Long Term Investments 0.07Others 0.79

Total 35.96

b) DividendCurrent Investments 24.94

TOTAL 24.94

c) Profit on Sale of InvestmentsCurrent Investments 37.16

Total 37.16

(Rs. in Million)


d) Other Operating IncomeProvision no Longer required written back 0.19Incentives & Commission 0.52Interest Income 0.40Profit on Sale of Investments– Current 4.02– Non Current 3.14Income from Academic Courses 29.63Services relating to Securities trading 1.78Contest Income 17.95Others 0.53

TOTAL 58.16

@ Includes Profit on Sale of Right to Property of Rs. 34.78 million

Note: The bifurcation/categorisation of income above has been made based on classification of Investments intoCurrent and Long Term in accordance with AS-13.


123


(Rs. in Million)


d) Provisions/Liabilities no longer required written back consists of:Diminution in Investments 20.97Loans and Advances 4.25Liability for Expenses 10.51Others 22.56

Total 58.29


NOTE - 23 : CHANGES IN INVENTORIESClosing Inventories -Stock in Trade 14.05Stock of Flats and Commercial Units 138.24Work-in-Progress 305.84

Opening Inventories -Stock in Trade 10.74Stock of Flats and Commercial Units 140.29Work-in-Progress 323.40

TOTAL 16.30


NOTE - 24: EMPLOYEE BENEFITS EXPENSESalaries, Wages, Bonus and Gratuity etc 1,145.44Contribution to Provident & Other Funds 86.59Staff Amenities & Welfare 64.85

TOTAL 1,296.88


NOTE - 25: FINANCE COSTSInterest on Bank Overdraft & Borrowings 25.21Interest on Service Tax/Others 1.02Bank & Finance Charges 4.30

TOTAL 30.53


NOTE - 26: PROVISION FOR DOUBTFUL DEBTS, RECEIVABLES AND INVESTMENTSProvision for Doubtful Debts/Receivables/Claims & Contingencies 5.43Provision for Diminution in Value of Investments 77.10Provision for Standard Assets 0.82

TOTAL 83.35


124



NOTE - 27: DEPRECIATION AND AMORTISATIONDepreciation on Tangible Assets 274.11Amortisation on Intangible Assets 10.21

284.32Less: Transfer from Revaluation Reserve 0.63

TOTAL 283.69


NOTE -28: OTHER EXPENSESCommission and Incentive 3.49Crockeries, Cutleries and Others 43.19Linen and Laundry Expenses 4.19Expenses on Apartment and Board 15.14Service Activity Expenses 79.64Insurance Premium under Accident Benefit Scheme 0.12Commission to Other Directors 5.10Directors' Fees 4.74Postage and Telephone Charges 29.21Charities and Donation 5.27Rent 54.50Rates & Taxes 34.04Insurance 10.29Electricity charges 113.02Advertisement & Publicity 87.25Printing & Stationery Charges 14.18Travelling & Transport 44.53Loss on Sale of Long Term Investments 1.88Data Processing & Machine Accounting Charges 10.59Motor Car Upkeep 28.82Legal & Professional Charges 160.42Software License Charges 4.21Repairs -

Building 22.84Machinery 23.88Others 79.88

Security & Manpower/Contract /Other Cost 48.83Corporate Social Responsibility 6.94Advances/Branch & Other Adjustments Written Off 14.56Marketing Charges and Expenses 0.62Fees for Renewal Support Services 55.68Sales Promotion, Distribution and Contest Expenses 9.76Service Tax Reimbursement 9.37Payments to Consultants and Doctors 292.97Brokerage & Distribution Support 25.83Scheme Expenses 45.74Other Expenditure 115.41

TOTAL 1,506.13


125


29. In accordance with the Directions issued by the Reserve Bank of India to discontinue its Residuary Non- Banking(RNBC) business in a phased manner, the Company has not accepted any fresh/ new deposits from 1st April 2010and also stopped accepting any renewals/installments of existing deposits with effect from 1st April 2011. The Companyhas assets/investments which are sufficient to discharge liabilities towards depositholders as per the guidelines issuedby RBI. The Company has already identified diversification/expansion in businesses of Mutual Fund, Financial ProductsDistribution, and expansion of Hotels & Hospitals through its subsidiaries.

Further in accordance with directives received from Reserve Bank of India vide letter dated 31st October 2014, readwith letter dated 03rd February 2015, the Company was required to open an Escrow Account and investmentsto the extent of Liability towards Depositors as at 31st December 2014 needed to be linked to such escrow accountso that any proceeds thereof including coupon payment received are credited only to Escrow Account. The Companyhas complied with the directive of Reserve Bank of India. The book value & accrued interest of Investments Linkedwith Escrow Account (including Escrow Bank Account) amounts to Rs.16,002.03 millions as at 31st March 2015against outstanding Liability towards Depositors of Rs. 15,703.61 millions as at 31st March 2015.

30.1 In respect of various Direct tax matters, the position as per Assessment Orders is as follows:

Income Tax – Holding Company

In respect of AY 1985-86 and 1986-87 The Order of Hon’ble High Court treating the first year’s subscription priorto 15.05.87 as revenue receipts and thereafter capital receipt, has been stayed by Hon’ble Supreme Court on SpecialLeave Petition filed by the Company.

In respect of A.Y’s 1987-88 to 2012-13, for certain years, the Company/Department have gone into appeal andthe assessments are pending for adjudication at various stages [Gross Demand Rs. 5,511.39 million and Net demandRs. (34.43) million after adjusting TDS, Advance Tax and refund sanctioned]. Amount of demands presently notdeterminable have not been included herein.

In respect of Interest tax, Assessment years 1993-94 to 2000-01, full appeal effects are yet to be given. [Grossdemand Rs. 296.30 million, Net Demand Rs. (50.00) million]. Wealth Tax assessment orders are pending at variouslevels [Gross Demand Rs. 49.97 million, Net Demand Rs. 0.92 million].

Advance Tax (including Interest Tax & Wealth Tax/Tax deducted at source, net of provisions) amounting to Rs. 426.48millions (pertaining to Holding Company) shown under Note 14 [Long Term Loans and Advances] of financial statementsincludes Income Tax deducted at source of Rs. 134.08 million for which credit is yet to be accepted by the IncomeTax Department pending verification.

In respect of taxation matters pending assessment and taxation matters contested as above, in the view of themanagement, sufficient provision is existing in the accounts which is based on accounting policies followed by theCompany and for which legal and professional opinions are received by the management and as such no furtheradjustments in this respect is considered necessary. Liability for taxation, interest, penalty etc. on account of adjustmentsmade/to be made on/for revivals, settlements etc. or otherwise will be provided/made as and when these are finallyascertained.

30.2 Income Tax – Subsidiary

In respect of various assessment years, the Companies/Department have gone into appeal and the assessments arepending for adjudication at various stages – Amount involved Rs. 34.09 million.

31. The disclosures required under Accounting Standard - 15 on “Employee Benefits” are given below :

Defined Contribution Scheme(Rs. in Million)

Description 2014-15

Employer’s Contribution to Provident Fund/Pension Fund andSuperannuation Fund* 74.84

*excludes employers contribution of Rs. 11.75 million on account of insurance scheme for employees.


126


Defined Benefit Scheme

Obligation in respect of employee’s gratuity fund scheme managed by Life Insurance Corporation of India is determinedbased on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service asgiving rise to additional unit of employee benefit entitlement and measures each unit separately to build up thefinal obligation:

Particulars (Rs. in Million)31.3.2015

Change in the present value of the defined benefitobligation representing reconciliation of openingand closing balances thereof are as follows :Liability at the beginning of the year 336.71Interest Cost 29.58Current Service Cost 16.45Actuarial (gain)/loss on obligations 22.76Benefits paid (31.70)

Liability at the end of the year 373.80

Changes in the Fair Value of Plan Assetrepresenting reconciliation of opening andclosing balances thereof are as follows:

Fair value of Plan Assets at the beginning of the year 304.24Expected Return on Plan Assets 21.13Contributions by the Company 21.52Benefits paid (31.70)Actuarial gain/(loss) on Plan Assets 5.84

Fair value of Plan Assets at the end of the year 321.03

Total actuarial gain/(loss) to be Recognized 16.92Actual return on Plan AssetsExpected return on Plan assets 21.13Actuarial gain/(loss) on Plan Assets 5.84Actual return on Plan Assets 26.97

Amount Recognized in Balance SheetLiability at the end of the year 373.80Fair value of Plan Assets at the end of the year 321.03Amount Recognized in the Balance Sheet 52.77

Expenses Recognized in the Income StatementCurrent Service Cost 16.45Interest Cost 29.58Expected Return on Plan Assets (21.13)Net Actuarial (gain)/loss to be Recognized 16.92Expenses Recognized in Profit & Loss Account 41.82

Investment Details of Plan Assets– Insurer Managed Fund (100%) 321.02

Balance Sheet ReconciliationOpening Net Liability 32.47Expenses as above 41.82Employers Contribution (21.52)Amount Recognized in Balance Sheet 52.77


127


Amount Recognised in current yearDefined Benefit Obligation 373.80Plan Assets 321.03(Surplus)/Deficit 52.77

Experience adjustments on Plan Liabilities Loss/(Gain). 4.12Experience adjustments on Plan Assets (Loss)/Gain 4.68

Compensated Absences

The obligation for compensated absences is determined based on actuarial valuation using the Projected UnitCredit Method. The actuarial liability of Compensated Absences (unfunded) of the employees of the companyas at year end is Rs.138.37 millions.

Principle Accuarial Assumptions as at Balance Sheet date

As at 31st March 2015

Discount Rate 7.95% - 8%

Rate of Return on Plan Assets 7.5% - 9%

Salary Escalation Rate 5% - 8%

Retirement Age 58 years

Note:

Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rateof return on Assets have been considered based on relevant economic factors such as inflation, market growth& other factors applicable to the period over which the obligation is expected to be settled.

32. (a) The Company [Holding Company] has been legally advised that the provisions of section 205C of the CompaniesAct, 1956 (Section 125 of the Companies Act, 2013) in respect of subscription amounts collected from theCertificate-holders are not applicable to it. Accordingly, such amounts, which are lying unclaimed for 7 yearsor more, have not been transferred to the Investors Education and Protection Fund.

(b) In respect of the notice received from Deputy Registrar of Companies, West Bengal for non deposit of amountof unpaid deposit to the extent of Rs. 3.51 million to the said fund, pursuant to a writ petition filed by theCompany before the Hon`ble High Court at Calcutta, the said sum was deposited in earlier year in a separateaccount with a nationalized bank and continues to remain so till final judgement of Hon`ble High Court atCalcutta is received.

33. Disclosure of sundry creditors under current liabilities is based on the information available with the Company regardingthe status of the suppliers as defined under the “Micro, Small and Medium Enterprises Development Act, 2006”(the Act). There are no delays in payment made to such suppliers and there is no overdue amount outstandingas at the Balance sheet date. Relevant disclosures as required under the Act are as follows:

(Rs. in Million)

Particulars As at 31.03.2015

a) i. Principal amount remaining unpaid to supplier under the MSMED Act 2006 0.01

ii. Interest on a) (i) above Nil

b) i. Amount of Principal paid beyond the appointed date Nil

ii. Amount of interest paid beyond the appointed date (as per Section 16 of the said Act) Nil

c) Amount of Interest due and payable for the period of delay in making payment,but without adding the interest specified under section 16 of the said Act Nil

d) Amount of Interest accrued and due Nil

(Rs. in Million)


128


e) Amount of further interest remaining due and payable even in succeeding years Nil

34. Contingent Liability : (Rs. in Million)As at 31.03.2015

i. Claims against the Company [Group] not acknowledged as debts(to the extent ascertained from the available records)

● ESI Matters (subjudice) 246.30● Other Matters (including those pending before consumer forums) 39.78

ii. Service Tax matters (under dispute) 178.44

iii. Custom Duty matters (under dispute) 115.40

iv Direct Tax matters (refer note 30 above)

Holding Company - Amount not determinable

Subsidiary Companies - 34.09

Note : Future cash outflows, if any, in respect of (i) to (iv) above isdependent upon the outcome of judgement/decisions etc.

35. Estimated Value of contracts remaining to be executed on capital accounts and not provided for, net of advances:

(Rs. in Million)Particulars As at

31.03.2015

Capital Commitment 5.42

36. Payment to Auditors, exclusive of Service Tax (considered under Other expenditure) is on account of:

(Rs. in Million)Particulars For the

year ended31.03.2015

Statutory Audit 5.31Certification, Out of pocket Expenses, etc. 4.71

37. Disclosures as required as per Accounting Standard (AS-18) on Related Party Disclosures are as below :

a) Other related parties with whom transactions have taken place during the year

Associate/Group Enterprises

Kaizen Hotels & Resorts Ltd. (earlier known as Hotel Durgapur International)

Kaizen Leisure & Holidays Ltd.

Bichitra Holdings Private Ltd.

Shikha Holdings Private Ltd.

Peerless Mutual Fund (managed by Peerless Funds Management Company Ltd)


129


Peerless Golden Jubliee Charitable Trust

b) Key Management Personnel/Relatives of Key Management Personnel (KMP)

KMP of Holding Company

Mr. S. K. Roy – Managing Director

Mr. B. Lahiri – Deputy Managing Director

Mr. S. Bhattacharyya – Chief Financial Officer (w.e.f. 24 .06. 2014)

Mr. K. Balasubramanian – Company Secretary

Mr. T. K. Roy – Relative of Managing Director

Mrs. Shikha Roy – Relative of Managing Director

Miss Debasree Roy – Relative of Managing Director

KMP of Subsidiary Companies

Mr. Jayanta Roy – Managing Director & Chief Executive Officer

Mr. Kunal Sen – Executive Director

Mr. Dilip Samadar – Managing Director

Dr. Sujit Kar Purkayastha – Medical Director & Joint Managing Director

Mr. Jitendra Panda – Managing Director & Chief Executive Officer

Mr. Rajiv Shastri – Managing Director & Chief Executive Officer (w.e.f 01.09.2014)

Mr. Akshay Gupta – Managing Director & Chief Executive Officer (upto 30.04.2014)

Mr. Atul Kumar Bajpai – Wholetime Director

Mr. Abhishek Tantia, CFO (w.e.f. 11.09.2014)

Mr. Arnab Basu – Chief Financial Officer & Vice president

Mr. S. Swaminathan – Chief Financial Officer

Mr. Sudama Ram-Managing Director and Chief Executive Officer

Mr. Subhabrata Talukdar – Company Secretary cum Legal & Compliance Officer

Mr. Manoj Kumar Bajoria – Company Secretary

Mr. Sourabh Basu – Company Secretary (upto 31.12.2014)

Mr. Dinesh Mourya, Company Secretary (w.e.f. 12.03.2015)


130


c) The Company’s related party transactions during the Year and outstanding balances as at 31st March, 2015 areannexed here with:

(Rs. in Million)

Sl. Nature of transaction Associates/ Key GrandNo. Group Management Total


1. EXPENSES

Receiving of Services/ Reimbursement of Expenses 22.20 — 22.20

Remuneration — 108.67 108.67

Commission to Other Directors 29.39 29.39

Rent Expense 0.13 — 0.13

Dividend 86.52 103.71 190.23

Total 108.85 241.78 350.62

2 INCOME

Rendering of Services/ Reimbursement of Expenses 8.68 — 8.68

Rental Income 1.41 — 1.41

Dividend on Mutual fund 52.70 — 52.70

Profit on sale of Units of Mutual fund 14.24 — 14.24

Total 77.03 — 77.03

3 ASSETS

Amounts Receivable / Advance 2.13 — 2.13

INVESTMENTS

Schemes of Mutual Fund 1,594.34 — 1,594.34

Total 1,596.47 — 1,596.47

4 LIABILITY

Amounts Payable / Advance / Security Deposit / Earnest Money 0.21 30.54 30.75

Provisions for Outstanding Loans 1.51 — 1.51

Total 1.72 30.54 32.26

5 TRANSACTIONS

Investment in Schemes of Mutual Fund 8,856.23 — 8,856.23

Redemption of Schemes of Mutual Fund 8,905.42 — 8,905.42


131


39. In accordance with Accounting Standard – 20 “Earnings per Share” basic and diluted Earnings per Share(EPS) have been calculated as follows :

For theParticulars year ended

31.03.2015

a) Profit attributable to Equity Shareholders – (Rs. in millions) 854.33

b) Basic and weighted average number ofEquity Shares outstanding during the year 33,15,584

c) Nominal value per/of Equity Share Rs. 100

d) Basic and Diluted EPS Rs. 257.67

40. The disclosure requirements of AS 17 on Segment Reporting is as below:

The Company has identified seven reportable segments i.e. RNBC and Allied Activities, Broking & SecurityTrading, Hospital Business, Hotels, Financing & Lending Activities, Construction & Development of Properties,Financial Product Distribution. Segments have been identified and reported taking into account nature of productsand services, the differing risk and returns.

38. The break up of Deferred Tax Assets and Liabilities are as under : (Rs. in Million)

Description As at31.03.2015

Breakup of Deferred Tax Liability [Net]Deferred Tax AssetsExpenses allowed on payment basis 46.71

Deferred Tax LiabilityDepreciation 57.23

Net Deferred Tax Liability (10.52)Breakup of Deferred Tax Asset [Net]

Deferred Tax AssetsExpenses allowed on payment basis 6.42Depreciation 13.77Net Deferred Tax Asset 20.19


132


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41. Disclosure on Foreign Currency:

(Rs. in Million)

Particulars For theYear ended31.03.2015

Earnings in Foreign Currency 15.64

Conversion of Foreign Currency 2.07

Expenditure in Foreign Currency 6.11

CIF value of Imports 0.57

42. The Company’s significant leasing arrangements (both as a lessor and lessee) are in respect of operating leasesfor premises. These leasing arrangements which are not non-cancellable relate to the period between 3 to 10years and are usually renewable by mutual consent on mutual agreeable terms. The aggregate lease rentalsamounting to Rs. 54.50 million have been charged as rent under Note 28 of Financial Statements. Rs. 0.25million have been recognised as sub-lease rentals [forming part of Rental Income in Note 22] received in respectof these leases.

Disclosure with respect to assets given on lease are as follows:-

(Rs. in Million)

Description of Gross Block as on Accumulated Depreciation forAssets given on 31.03.2015 Depreciation as the year ended

lease on 31.03.2015 31.03.2015

Buildings* 359.43 284.57 4.60

* includes entire cost for certain buildings which is used by the Company and tenants both

43 Disclosure as required in terms of Accounting Standard 29 (AS 29) on Provisions, Contingent Liabilities and ContingentAssets as at year end is as follows:

(Rs. in Million)

Particulars Provision for Provision forStandard Assets Expenses

Provision as at 01.04.2014 1.02 10.98Add: Amount provided for during the year 0.82 1.42Less: Adjusted/Paid during the year — 2.40Closing balance as at 31.03.2015 1.84 10.00

44. As per provisions of the Companies Act, 2013 the Company [Holding Company and one of the subsidiaries] hasduring the year incurred expenditure relating to CSR activities amounting to Rs. 6.94 million and the same is reflectedunder Other Expenses in Note 28. The Company was to spend Rs. 32.80 million for CSR activities.

45. The Company has charged depreciation for the current year based on the remaining useful life of the assets asper the requirements of Schedule II of Companies Act, 2013 effective from 1st April 2014. Further, based on transitionalprovision provided in note 7(b) of Schedule II of Companies Act, 2013, an amount of Rs. 102.39 million hasbeen adjusted in accumulated depreciation as shown in Note 12 and Rs. 66.44 million (net of Deferred Tax) hasbeen adjusted in Retained Earnings as shown in Note 3. Revaluation Reserve of Rs. 5.13 million relating to buildingwhose useful life as per Schedule II of Companies Act, 2013 has been completed as at 01st April 2014 has beentransferred back to retained earnings.


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47. Disclosure as required by AS-27 on Financial Reporting of Interest in Joint Ventures is shown below:-Bengal Peerless Housing Development Co. Limited (based on figures as reported in Standalone Financials)–With 36.70% share in profit

Sl. No. Particulars 2014-2015

1. Assets 1,468.752. Liabilities 1,029.873. Income 440.463. Expenditure 330.644. Share of Profit 109.82

48. In accordance with transitional provision of Accounting Standard 21 ‘Consolidated Financial Statements’ comparativefigures for the previous year have not been presented since this being the first financial year during which theConsolidated Financial Statements are prepared and presented.

Signature to Notes 1 to 48

46. Additional Disclosure as required under Schedule III of Companies Act, 2013

Net Assets i.e. total assets Share in P & Lminus total liabilities

Name of Entity As a % of Amount As a % of Amountconsolidated (Rs. in Million) consolidated (Rs. in Million)net assets P & L

Parent Company

Peerless General Finance InvestmentsCompany Limited 102.57% 16,644.68 129.52% 1,106.63

Subsidiary Companies

Peerless Securities Limited 1.40% 227.63 (3.53%) (30.20)Peerless Financial Products DistributionLimited 0.82% 133.61 (16.52%) (141.07)Peerless Hotels Limited 5.03% 815.80 4.96% 42.38Peerless Hospitex Hospital &Research Center Limited (0.79%) (127.69) (14.81%) (126.51)Peerless Financial Services Limited 1.50% 243.84 0.42% 3.59Peerless Funds Management Limited 3.67% 596.14 (10.25%) (87.61)Peerless Trust Management Limited 0.15% 23.84 0.07% 0.60Minority Interest in all Companies 0.19% 30.72 0.05% 0.39

Joint Venture

Bengal Peerless Housing DevelopmentCo. Limited 2.84% 460.72 12.81% 109.41Eliminations (17.38%) (2822.00) (2.72%) (23.28)

Total 100% 16,227.29 100% 854.33

(Rs. in Million)




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INDEPENDENT AUDITORS’ REPORT

To the Members of THE PEERLESS GENERAL FINANCE & INVESTMENT COMPANY LIMITED

Report on the Consolidated Financial Statements

1. We have audited the accompanying Consolidated Financial Statements of The Peerless General Finance &Investments Company Limited (hereinafter referred to as “the Holding Company” and its subsidiaries (the HoldingCompany and its Subsidiaries together referred to as “the Group”) and a Jointly controlled entity, comprising ofthe Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss and theConsolidated Cash Flow Statement for the year then ended and a summary of significant accounting policies andother explanatory information (hereinafter referred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements

2. The Holding Company’s Board of Directors is responsible for the preparation of these Consolidated FinancialStatements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) that givea true and fair view of the Consolidated Financial Position, Consolidated Financial Performance and ConsolidatedCash Flows of the group including a jointly controlled entity in accordance with the accounting principles generallyaccepted in India, including the Accounting Standards Specified under section 133 of the Act, read with Rule 7of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the Companies included in theGroup and the jointly controlled entity are responsible for maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the respective companies and for preventing and detectingfrauds and other irregularities; the selection and application of appropriate accounting policies; making judgementsand estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financial statements that give a true and fair view andare free from material misstatement, whether due to fraud or error, which have been used for the purpose ofpreparation of the Consolidated Financial Statements by the Directors of the Holding company, as aforesaid.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. Whileconducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of the Act and the Rulesmade 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 obtainreasonable 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 theConsolidated Financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraudor error. In making those risk assessments, the auditor considers internal financial controls relevant to the HoldingCompany’s preparation of the Consolidated Financial Statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion onwhether the Holding Company has an adequate internal financial controls system over financial reporting in placeand the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by Holding Company’s Boardof Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in termsof their reports referred to in paragraph 6 (a) of the Other Matters paragraph below, is sufficient and appropriateto provide a basis for our Qualified audit opinion on the Consolidated Financial Statements.

136


Basis for Qualified Opinion

4. a) Provision for Taxation and matters pending finalisation including those pending resolution, as per Note 30.1of Consolidated Financial Statements, effect whereof including on the provisions with respect to these and onthe refunds granted to the Company, as such being not determinable.

b) Note 32 of Consolidated Financial Statements regarding non-transfer/ disclosure of unclaimed deposit to InvestorEducation and Protection Fund based on the legal opinion received by the Company; the matter being subjudiceand legal, reliance has been placed by us on the said opinion.

c) The Company has furnished the requisite statements, returns, information or particulars required to be furnishedto RBI and has generally complied with the directions/ directives issued by RBI. The aggregate amount of totaldeposits outstanding as per accounting policies followed by the Company as at the last date of year endedi.e., 31st March 2015 as reflected in Note No. 4.1 includes liability for unclaimed/unpaid deposits and adjustmentsthereagainst, as specified in Note No. 4.2 and 4.3.

d) The impact of the items in para 4 (a) to 4 (c) above and compliance /impact with/on legal and other requirementshas not been ascertained and accordingly the comments on the adjustments, compliances with respect to thesecannot be made.

Opinion

5. In our opinion and to the best of our information and according to the explanations given to us, except for theeffects of the matter described in the Basis for Qualified Opinion paragraph [para 4], the aforesaid ConsolidatedFinancial Statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India

a) In case of the Consolidated Balance Sheet, of the Consolidated state of affairs of the Group and its jointlycontrolled entity as at 31st March, 2015,

b) In case of the Consolidated Statement of Profit and Loss, of the Consolidated profit for the year ended onthat date and

c) In case of Consolidated Cash Flow Statements, of the Consolidated cash flows for the year ended on thatdate.

Other Matters

6. a) We did not audit the Financial Statements / Financial information of seven subsidiary companies and one jointlycontrolled entity, whose Financial Statements reflect total assets of Rs.2,404.61 millions as at March 31, 2015,total revenue of Rs. 2,601.86 million and net cash inflows amounting to Rs. 148.91 millions for the year then ended,as considered in the Consolidated Financial Statements. These Financial Statements / Financial information havebeen audited by other auditors whose reports have been furnished to us by the Management and our opinion onthe Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respectof these subsidiaries and jointly controlled entity, and our report in terms of sub-section (3) and (11) of Section143 of the Act, in so far as it relates to the aforesaid subsidiaries and jointly controlled entity, is based solely onthe report of the other auditors.

Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirementsbelow, is not modified in respect of this matter with respect to our reliance on the work done and the reports ofthe other auditors.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’) issued by the Central Government ofIndia in exercise of powers conferred by section 143 (11) of the Companies Act, 2013, based on the commentsin the auditor’s report of the Holding company, subsidiary companies and jointly controlled entity incorporated inIndia, we give in the Annexure a statement on matters specified in para 3 and 4 of the order, to the extent applicable.

137


8. As required under provisions of section 143(3) of the Act, except for the points described in the Basis for QualifiedOpinion paragraph and based on our audit and on the consideration of report of the other auditors on separatefinancial statements and other financial information of subsidiaries and a jointly controlled entity as noted in ‘OtherMatter’ paragraph we report to the extent applicable that:

a) We have sought and obtained all the information and explanations, which to the best of our knowledge andbelief were necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.

b) In our opinion, proper books of account as required by law relating to preparation of the Consolidated FinancialStatements have been kept so far as it appears from our examination of those books and the report of theother auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated CashFlow Statement dealt with by this Report are in agreement with the relevant books of account maintained forthe preparation of Consolidated Financial Statements.

d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards specifiedunder section 133 of the Act , read with rule 7 of the Companies (Account) Rules, 2014.

e) On the basis of the written representations received from the directors of the Holding Company as on 31stMarch 2015 and taken on record by the Board of Directors of the Holding company and according to thereport of the statutory auditors of its Subsidiary Companies and Jointly controlled entity, none of the directorsare disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164(2) of theAct and

f) With respect to the other matters to be included in the Auditor’s report in accordance with Rule 11 of thecompanies (Audit and Auditors) Rules 2014, in our opinion and to the best of the information and accordingto the explanation given to us and based on the consideration of the report of the other auditors on separatefinancial statements of subsidiary companies and jointly controlled entity as noted in ‘Other Matter’paragraph :

i) The Consolidated Financial Statements disclose the impact of pending litigations on the consolidatedfinancial position of the Group and Jointly controlled entity to the extent determinable/ascertainable andits jointly controlled entity (Refer Note 30.1, 30.2, 32 and 34 to the Consolidated Financial Statements)

ii) The Group and Jointly controlled entity did not have any long term contract for which there was any materialforeseeable losses and therefore is not required to make any provision, as required under the applicablelaw or accounting standards.

iii) Except to the extent mentioned in Basis of qualified opinion in para 4 (b) relating to a subjudice matterof non-transfer of amounts to Investor Education and Protection fund, there has been no delay in transferringamounts, required to be transferred, to the Investor Education and Protection Fund by the Group and Jointlycontrolled entity.

9. In case of one of the Subsidiary (Peerless Securities Limited) , based on opinion of the auditor of the Companyproper books of accounts and records as specified in rule 15 of the Securities Contract (Regulation) Rules 1957have been kept so far as appears from examination of such books.

10. In case of one of the Subsidiary (Peerless Securities Limited), based on opinion of the auditor of the subsidiaryCompany, the Company has complied with the requirements of the Stock Exchanges so far as they relate tomaintenance of accounts and was regular in submitting the required accounting information to the Stock Exchanges.

Place : Kolkata






138


ANNEXURE TO THE AUDITORS’ REPORT

Annexure referred to in our Independent Auditor’s Report to the members of theHolding Company on the Consolidated Financial Statements for the year ended 31stMarch 2015.

Our reporting on the Order includes seven subsidiary companies and one jointlycontrolled entity incorporated in India, to which the Order is applicable, which havebeen audited by other auditors and our report is based solely on the report of the otherauditors, to the extent considered applicable for reporting under the Order in the caseof Consolidated Financial Statements.

i) a) The Holding Company, its Subsidiary Companies and Jointly controlled entity incorporated in India havemaintained respective records showing full particulars, including quantitative details and situations of fixedassets, except for certain particulars in respect of computer, furniture & fixture and other office appliancesin respect of Holding company which were under process of being compiled.

b) According to information and explanations given to us, fixed assets of the Holding Company, its SubsidiaryCompanies and jointly controlled entity incorporated in India are being physically verified by the respectivemanagement according to a phased programme of verification so as to verify all assets largely over a periodof two to three years, which in our opinion, is reasonable having regard to the size of the Company andthe nature of its fixed assets. As informed, during the year no material discrepancies to the extent reconciledwith the records available in this respect were noticed on such verifications except in case of one subsidiary(Peerless Hospitex Hospital & Research Centre Limited) wherein the reconciliation between physical and bookrecords in pursuance of the physical verification was under progress.

ii) a) As per information and explanations given to us the inventory has been physically verified by the managementof the Holding Company, its subsidiary companies and jointly controlled entity (wherever applicable) at intervalsas defined by the management and the frequency of such verification appears to be reasonable.

b) In our opinion and according to the information and explanations given to us, the procedure of physicalverification of inventory followed by the management of the Holding Company, its subsidiary companies andjointly controlled entity (wherever applicable) is reasonable and adequate in relation to the size of the Companyand nature of its business.

c) The Holding Company, its subsidiary companies and jointly controlled entity (wherever applicable) aremaintaining proper records of inventory. Discrepancies as and when reconciled and ascertained are adjustedin the accounts. As informed, no material discrepancies were noticed on such verifications.

iii) a) The Holding Company, its subsidiary companies and jointly controlled entity (wherever applicable) have notgranted any loans secured or unsecured, to companies, firms or other parties covered in the register maintainedby it under Section 189 of the Act, except in case of one of its subsidiary companies (Peerless Hotels Limited).The subsidiary company has granted interest free loan to a party as covered in the register maintained underSection 189 of the Companies Act, 2013. The maximum amount involved during the year was Rs. 1.71million and the year end balance was Rs. 1.51 million.

b) In respect of the interest free loan given as mentioned above ,and as explained, the terms and conditionsof repayment which were rescheduled in earlier year, prima facie, are not prejudicial to the interest of thesubsidiary company.

c) In terms of the settlement arrived at by the subsidiary company the amount has been regularly repaid towardsprincipal amount of such loan.

iv) In our opinion and according to the information and explanations obtained by the Statutory Auditors of theHolding Company, its Subsidiary companies and jointly controlled entity, there are adequate internal control

139


procedures commensurate with the size of the Holding Company and Subsidiary Companies and the nature ofits businesses with regard to purchase of inventory and fixed assets and for the sale of goods and services, exceptto the extent mentioned herein below. Further on the basis of the examination of the respective books and recordsof the Holding Company, its Subsidiary Companies and jointly controlled entity, and according to the informationand explanations given to the auditors, there is no continuing failure to correct major weakness in internal controlsystem in any of the companies.

In respect of two subsidiary companies (Peerless Hotels Limited and Peerless Hospitex Hospital & Research CentreLimited) certain items of operating supplies being purchased / sold are of specified and special nature where suitablealternative sources do not exist and no quotations thereof could be available from the other parties and in theabsence of standard norms for determining consumption norms for foods and beverages, however in the opinionof the respective auditors and according to the information and explanations given to the respective Auditors,there are adequate internal control commensurate with the size of the respective Company and the nature ofits business, for the purchase of inventory and fixed assets and for the sale of the goods and services.

v) As informed, the Holding Company being a Residuary Non Banking Company and was accepting deposits inthe form of subscriptions in earlier years, based on legal opinion received by the Company and reliance has beenplaced by the Auditors on the said opinion the provisions of sections 73 to 76 or any other relevant provisionsof the Companies Act, 2013 and rules framed there under (erstwhile Section 58A, 58AA of the Companies Act,1956 and the rules framed thereunder) are not applicable to the Holding Company.

None of the Subsidiary Companies and the jointly controlled entity incorporated in India have accepted any depositsduring the year from the public within the meaning of the directives issued by the Reserve Bank of India andthe provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder.

vi) The Holding Company and six of its subsidiary companies are not required to maintain cost records as prescribedby the Central Government under section 148(1) of the Companies Act, 2013. In respect of one of the subsidiarycompany (Peerless Hospitex Hospital & Research Centre Limited) and one jointly controlled entity incorporatedin India the auditors of the respective company have broadly reviewed the cost records maintained by the respectiveCompany pursuant to the rules made by the Central Govt. for the maintenance of the cost records under section148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed records have beenmaintained. The respective Auditors have, though not made a detailed examination of the said records witha view to determine whether they are accurate and complete.

vii) a) According to the information and explanations given to us and on the basis of the examination of the recordsof the Holding Company, its subsidiary companies and jointly controlled entity incorporated in India bytheir respective auditors , subject to Note 30.1 of Consolidated Financial Statements (relating to Income taxetc.), note 32 of Consolidated Financial Statements (relating to a subjudice matter of non-transfer of amountsto Investor Education and Protection fund ), the undisputed statutory dues including Provident Fund , Employees’State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and othermaterial statutory dues applicable to it as per the available records as far as ascertained by respective auditorshave been generally regularly deposited during the year by each of these companies, except for one of subsidiaries(Peerless Financial Products Distribution Ltd) wherein the provision for municipal taxes has been made inthe current financial year and in case of jointly controlled entity wherein there was delay in payment of ESIcontribution.

Subject to note 32 of Consolidated Financial Statements and according to the information and explanationsgiven, there were no undisputed amounts payable in respect of outstanding statutory dues as aforesaid asat 31st March 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and on the basis of the examination of the recordsof the Holding Company, its subsidiary companies and jointly controlled entity incorporated in India bytheir respective auditors subject to Note 30.1 of Consolidated Financial Statements (relating to Income taxetc.), Note 32 of Consolidated Financial Statements (relating to a subjudice matter of non-transfer of amountsto Investor Education and Protection fund ), the statutory dues including Provident Fund , Employees’ StateInsurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material

140


statutory dues applicable to it as per the available records as far as ascertained by respective auditors thathave not been deposited with the appropriate authorities on account of any dispute have been given in Annexure1 to this report.

c) According to the information and explanations given to and on the basis of the examination of the recordsof the Holding Company, its subsidiary companies and jointly controlled entity incorporated in India, havingregard to note 32 of Consolidated Financial Statements (relating to a subjudice matter of non-transfer ofamounts to Investor Education and Protection Fund), there are no amounts due as on 31st March 2015which are required to be transferred to investor education and protection fund in accordance with the relevantprovisions of Companies Act, 2013 and rules.

viii) Two of the subsidiary companies (Peerless Funds Management Co. Limited and Peerless Financial ProductsDistribution Co. Ltd) have accumulated losses at the end of the financial year which are more than fifty percent of its net worth on a standalone basis. These subsidiary Companies have incurred cash losses in the currentyear and the immediately preceding financial year.

One other subsidiary (Peerless Securities Limited) has accumulated losses on a standalone basis at the end ofthe year. It has incurred cash losses in the current financial year then ended and in the immediately precedingfinancial year.

The Holding Company, the remaining four subsidiary companies and one jointly controlled entity incorporatedin India do not have accumulated losses more than fifty percent of its net worth as at the end of the year andhave not incurred cash losses on a standalone basis in the current financial year and in the immediately precedingfinancial year.

On a Consolidated basis and based on the Consolidated Financial Statements covered pursuant to this report,the Holding company, its subsidiary companies and jointly controlled entity incorporated in India do not haveany accumulated losses as at the end of the year and have not incurred cash losses during the year and inthe immediately preceding financial year.

ix) In their opinion and according to the information and explanations given to the statutory auditors of the HoldingCompany, its subsidiary companies and jointly controlled entity incorporated in India, none of the companieshas defaulted in repayment of their respective dues to their bankers. The Holding company, five of its subsidiarycompanies and jointly controlled entity incorporated in India did not have dues to banks during the year. Theholding company, its subsidiary companies and jointly controlled company incorporated in India did not haveany outstanding dues to any financial institution or debentures holders during the year.

x) According to the information and explanations given to the statutory auditors of the Holding Company, the subsidiarycompanies and jointly controlled entity incorporated in India none of the companies have given any guaranteesfor the loans taken by others from bank and financial institutions.

xi) In their opinion and according to the information and explanations given to the respective statutory auditors,the Holding Company its subsidiary companies and jointly controlled entity incorporated in India have not raisedany term loan except in case of two subsidiary companies. Based on the opinion of the auditors of these twosubsidiary company the term loan taken from banks has been applied for the purpose for which it was obtained.

xii) According to the information and explanations given to the statutory auditors of the Holding Company, its subsidiarycompanies and jointly controlled entity incorporated in India no instances of material fraud on or by each companyhas been noticed or reported during the course of audit by the statutory auditors of the Holding Company, itssubsidiary companies and jointly controlled company incorporated in India.

Place : Kolkata






141


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77

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